Block Trade Agreement for India

Transcription

1 Asia Securities Industry & Financial Markets Association Block Trade Agreement for India Working Document, Version 1.0 Last Updated: 17 Nov Follow ASIFMA on Twitter and LinkedIn

2 Any person using the Template shall be deemed to have read, understood and agreed to the terms set out below: (i) (ii) (iii) (iv) (v) This document Template ( Template ) is provided solely as a guide and is not intended to be, and must not be regarded or relied upon as, legal or other professional advice or opinions on any matters. Use of the Template is voluntary. You are advised to seek your own professional advice as necessary. All market participants signing block trade agreements are responsible for exercising their own independent judgment as to: (a) what information, and in what form, they should require the seller/manager to comply with their legal and regulatory obligations; (b) the sufficiency, accuracy, completeness and relevance of any information provided by any seller/manager; and (c) whether a particular agreement is appropriate under the particular circumstances and conditions applicable to them. For the avoidance of doubt, the fact that a seller/manager has submitted disclosures in accordance with the Template should not be regarded as an endorsement of that seller/manager by ASIFMA or an indication that the seller/manager is necessarily fit, proper or suitable for any particular user or purpose. ASIFMA accepts no responsibility for any information disclosed pursuant to or in accordance with this Template. Any description of legal or regulatory provisions in the Template is for informational and summary purposes only and is not intended to convey the full extent or details of regulatory obligations that may apply to any firm or individual. Any persons using this Template are encouraged to undertake their own review of relevant laws, rules, codes, guidelines and circulars and other materials, and are responsible for making their own determination as to their legal and regulatory obligations. The ASIFMA, its member firms and any other persons who have contributed to the development of the Template: (a) accept no responsibility or liability in any form for any errors or omissions in the Template or for any losses or damages howsoever arising from, including any act or inaction in reliance on, any of its contents or omissions; (b) make no representations or warranties of any kind and specifically disclaim any implied representations or warranties of merchantability, fitness for a particular purpose, completeness or accuracy of the Template; (c) make no representations that the use of or reference to the Template will satisfy any legal, regulatory or other obligations; and (d) disclaim any on-going duty or obligation to update or revise the Template or notify any persons of changes to laws, regulations or regulatory guidance that may affect the use or application of the Template. The Template has been created for the benefit of all industry participants. It is not owned, copyrighted or protected by ASIFMA.

3 Draft of 17 November 2015 BLOCK TRADE AGREEMENT Note: This Form assumes that (1) the Company is a foreign private issuer (as defined in Rule 405 under the U.S. Securities Act); (2) there is no substantial U.S. market interest (as defined in Regulation S) in the equity securities of the Company; and (3) the Seller is an affiliate of the Company. If any of these assumptions do not apply to the trade at hand, appropriate modifications should be made in preparing the draft Block Trade Agreement. This Form also provides alternative provisions for instances in which the Seller is both an affiliate and a controlling shareholder and/or a board seat; however, appropriate consideration should be given to the extent of due diligence and Company-related representations. This agreement (this Agreement ) is entered into on the [ ] day of [ ], [ ], at [ ], AMONGST 1. [the broker], [a company incorporated/with a registered branch established] under the laws of India and having its registered office at [address of the broker] (the Broker ) of the FIRST PART; AND 2. [the seller], [a company incorporated] under the laws of [jurisdiction of incorporation of the seller] and having its registered office at [address of the broker] (the Seller ) of the SECOND PART. In this Agreement, the Broker and the Seller are collectively referred to as the Parties and individually as a Party. WHEREAS A. Pursuant to the documents entered into by the Seller with the Broker for the purpose of opening trading account(s) with the Broker dated [ ] (the Broker Client Agreements ) and subject to the terms and conditions of this Agreement, the Broker will act as the stock broker for the Seller and facilitate, on a best efforts basis, the sale of up to [ ] ordinary shares (the Shares ) of Rs. [ ] each in the capital of [the company] (the Company ) by way of one or more share sales on the screen-based trading platform of the BSE Limited (the BSE ) and/or the National Stock Exchange of India Limited (the NSE, and together with the BSE, the Stock Exchanges ). B. The Shares will be offered and sold (i) outside the United States of America, (the United States or U.S. ) in reliance on Regulation S ( Regulation S ) under the U.S. Securities Act of 1933, as amended (the Act ) and (ii) within the United States to persons reasonably believed to be qualified institutional buyers (as defined in Rule 144A ( Rule 144A ) under the Act) in reliance on [Rule 144A]/[Section 4] or any other applicable exemption under the Act. 2

4 NOW, THEREFORE, the Parties do hereby agree as follows: 1. PURCHASE AND SALE 1.1. Subject to the terms and conditions of this Agreement, the Seller agrees as legal and beneficial owner of the Shares, to sell the Shares, free of all liens, charges or other encumbrances and third party rights and together with all dividends, distributions and other benefits attaching to the Shares, and appoints the Broker to the exclusion of all others, as stock broker for the Seller, to facilitate, on a best efforts basis, the sale of the Shares by way of one or more share sales on the screen-based trading platform of the Stock Exchanges at a price per Share not less than [ ] or such lower price as may be mutually agreed in writing between the Broker and the Seller (the Sale Price ) and the Broker agrees to such appointment Notwithstanding anything else contained in this Agreement, the Seller acknowledges and agrees that, since the execution of the sale of the Shares shall take place by way of one or more transactions in the open market through the screen-based trading platform(s) on the Stock Exchanges: (a) (b) the number of Shares actually sold by the Seller may be less than the total number of Shares on account of sell bids submitted on the Stock Exchanges other than those submitted by the Broker on behalf of the Seller (the shortfall in the number of Shares resulting from such event, the Sell Bid Slippage ). Accordingly, the Broker shall not be liable in any manner whatsoever to the Seller for any Sell Bid Slippage and in the event of Sell Bid Slippage, the number of Shares which are the subject of this Agreement shall be adjusted accordingly such that it refers to the lesser number of Shares actually sold by the Broker as stock broker for the Seller (with consequential reductions to the aggregate Sale Price and other related amounts referred to in this Agreement); and the identity of the purchasers of the Shares may not be ascertainable and the Broker shall not be liable in any manner whatsoever to the Seller if the persons to whom any of the Shares are sold are not ascertainable The Seller understands and acknowledges that the number of Shares actually sold may be less than the total number of Shares and that the Broker shall under no circumstances be required to purchase for its own account any Shares, or to underwrite or provide any financing in relation to the sale The Seller further acknowledges and agrees that, subject to compliance with all applicable laws, rules, regulations and approvals of India and the United States, foreign institutional investors ( FIIs ), including affiliates (as defined in Rule 405 under the Act) ( Affiliates ) of the Broker that are FIIs, may issue, or otherwise deal in, off-shore derivative instruments such as participatory notes, equity linked notes or any other similar instruments against 3

5 2. CLOSING the Shares, for which they may receive compensation from the purchasers of such instruments The Seller shall sell the Shares on the BSE or the NSE through the Broker acting as stock broker. The execution of the sale of the Shares by the Seller shall occur, at the discretion of the Broker, on the BSE or the NSE on [trade date] (the Trade Date ). The Seller shall procure that the Shares will be credited on or before [time] on [date] to such securities accounts as the Broker may designate Upon receiving payment for the Shares from the BSE and NSE, as applicable, or at such other time or date as the Seller and the Broker may agree in writing (the Closing Date ), the Broker shall arrange for the payment to the Seller or its authorized dealer of the aggregate Sale Price for the Shares (less the brokerage, Fee (as defined below) and relevant expenses plus applicable taxes as contemplated by Clauses 3 and 4) by transfer to [Seller's account], and such payment by the Broker shall constitute a complete discharge of the obligations of the Broker hereunder The Seller undertakes with the Broker that it will bear and pay any stamp or other duties or taxes on or in connection with the sale, and transfer of the Shares to be sold by the Seller and the execution and delivery of this Agreement and any other tax payable by the Seller in connection with the transactions contemplated hereby Settlement of the sale and purchase of the Shares shall occur through the clearing system(s) of the BSE or the NSE, as the case may be, and shall take place in accordance with the rules and regulations of the BSE and/or the NSE, as applicable. To the extent that any Shares are not sold and settled for on the Closing Date but have been credited to the account of the Broker, the Broker shall return such Shares to the Seller on or promptly after the Closing Date. 3. FEE 3.1. In consideration of the services provided by the Broker pursuant to this Agreement, the Seller shall pay to the Broker a fee (the Fee ) equal to [ ]% of the aggregate Sale Price for the Shares (exclusive of the taxes, fees and duties referred to in Clause 4 below) On the Closing Date, the Broker shall be paid the Fee plus applicable taxes, fees and duties as contemplated by Clause 4 which the Broker shall be entitled to deduct from the aggregate Sale Price for the Shares as contemplated by Clause 2(b) above The Seller acknowledges that each of the Broker and, if applicable, its agents may charge a brokerage or other fee to persons purchasing the Shares and that 4

6 4. EXPENSES any such fees may be retained by the Broker or such agents for its/their own account The Seller will be responsible, irrespective of whether the sale of the Shares is consummated, for payment of its own costs and expenses, including its own legal fees and, if applicable, the costs of other professional advisers and any other expenses which it may incur, including but not limited to the filing fees, transaction charges of the Stock Exchanges, service tax, turnover-related fees or taxes, stamp duties, depositary fees, transfer taxes and duties incidental to the sale and delivery of the Shares to the purchasers thereof. The Seller will also be responsible, irrespective of whether the sale of the Shares is consummated, for payment of the costs and expenses of the Broker, including its legal fees and, if applicable, the costs of other professional advisers and any other expenses which it may incur All payments to the Broker under this Agreement shall be payable in Indian Rupees plus goods and services tax, service tax, value-added tax and other applicable or similar taxes, without set-off or counterclaim. If the Seller is obliged to pay any taxes, whether by deduction or withholding or in any other manner, the amount payable shall be grossed up to the extent necessary to ensure that, after such payment, whether by deduction or withholding or otherwise, of taxes, the amount otherwise payable to the Broker remains unchanged. The Seller shall provide proof of payment of service tax and shall provide withholding tax certificate in respect of the withholding tax in original. Where the Seller is unable to provide such proof or withholding tax certificate, it shall reimburse the Broker for any taxes, interest, penalties or other charges that the Broker may be required to pay, in connection with this Agreement and/or the transactions contemplated by this Agreement. 5. REPRESENTATIONS AND WARRANTIES BY THE SELLER 5.1. As a condition of the obligations of the Broker hereunder, the Seller agrees, represents, warrants and covenants to the Broker as follows: (a) the Seller is the holder and sole legal and beneficial owner of the Shares free from all liens, charges and other encumbrances and other third party rights, including any rights, contingent or otherwise, for third parties to purchase or to be offered for purchase the Shares; the Seller has valid title to, and the legal right and power to sell and transfer full legal and beneficial interest in the Shares, and the sale and delivery of the Shares on the terms of this Agreement will pass valid title to, and the full beneficial interest in, the Shares to the purchasers thereof, free from all liens, charges and other encumbrances and other third party rights; 5

7 (b) (c) (d) (e) (f) (g) The Shares are listed on the BSE and the NSE and are freely tradable. [To the best knowledge of the Seller, the]/ [The] 1 Shares are validly issued and fully paid-up and rank pari passu in all respects with other outstanding equity shares of the Company, including their voting rights, entitlement to dividends, distributions or other benefits; the Seller is duly incorporated and existing and (if applicable) is in good standing under the laws of [jurisdiction] and has the corporate power and authority, and is permitted under applicable law, to own, offer and sell the Shares and perform its obligations under this Agreement and to execute and deliver this Agreement and no person has any conflicting right, contingent or otherwise, to purchase or to be offered for purchase, the Shares; the Seller has acquired and holds the Shares in accordance with applicable laws, including, without limitation, the Foreign Exchange Management Act, 1999, as amended from time to time and regulations thereunder ( FEMA ); the execution, delivery and performance of this Agreement has been duly authorised by the Seller. This Agreement has been duly executed and delivered by the Seller and constitutes a legal, valid and binding obligation of the Seller enforceable in accordance with its terms, will not infringe any applicable laws or regulations (including, without limitation, the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (the Insider Trading Regulations ) as amended from time to time, the insider trading code of the Company, or other applicable law or regulations prohibiting insider dealing in securities, the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to the Securities Market) Regulations, 2003, as amended from time to time and the FEMA) or order of any court or governmental or regulatory authority or body applicable to the Seller or having jurisdiction over it or any of its properties or assets, is not and will not be contrary to the provisions of the constitutional documents of the Seller and will not result in any breach of the terms of, or constitute a default or potential default under, any agreement, order or instrument to which the Seller is a party or by which it or any of its properties or assets is subject; all consents, authorisations and approvals required by the Seller for the offering and sale of the Shares and the execution, delivery and performance of the terms of this Agreement have been unconditionally obtained and are in full force and effect; the Seller is not in violation of, and is not under investigation with respect to and has not been charged with or given notice of any violation of, any applicable law that will impact the ability of the Seller 1 6

8 to sell the Shares. The Seller has complied with, and undertakes to comply with, all applicable laws in connection with this Agreement and the transactions contemplated therein; (h) (i) (j) (k) (l) other than this Agreement, the Seller has not entered into any agreement or arrangement with any person in relation to the sale of the Shares; except for the stamp duty, if any, payable on this Agreement, no stamp, securities transfer, issue, registration, documentary or other taxes and duties will be payable by the Broker in connection with (a) the sale and delivery by the Seller of the Shares to the purchasers thereof; (b) the execution and delivery of this Agreement; and (c) the consummation of the transactions contemplated herein; there are no legal or governmental proceedings pending or threatened that may prevent the sale of Shares as contemplated hereby or permit the unwinding of such sale and clawback of the Shares; [[to the best of the knowledge of the Seller,] 2 there has been no material adverse change or any development involving a prospective material adverse change in the condition (financial or otherwise) or prospects of the Company and its subsidiaries (the Group ) since the date of the last published accounts;] 3 [[to the best knowledge of the Seller,] 4 (i) the Company has made public all information required to be made public by applicable law and regulation, including the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the listing agreements with the Stock Exchanges; (ii) the information released publicly by the Company through the Stock Exchanges [[namely/including without limitation] [all announcements [since [*]]/[the annual report for the financial year ended [*]], [and all [other] information released publicly in India, [country of incorporation of the Seller], or elsewhere by any member of the Group, ], in each case as amended or supplemented (together, the Company Disclosure ), does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and does not otherwise omit any information which is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Group; (iii) the Seller is not aware of any announcement or disclosure by the Company that is anticipated to be made within [*] days after the date of this Agreement; 2 3 It may be appropriate to delete this representation if the Seller is not a controlling shareholder and/or does not hold a board seat. 4 7

9 (iv) the financial statements included in the Company Disclosure (a) present fairly the financial position of the Company and its consolidated subsidiaries as of the dates shown and the results of operations for the periods shown, (b) have been prepared on a recognised and consistent basis and in conformity with generally accepted accounting principles, standards and practice in India applied on a consistent basis, (c) comply with the requirements of the Companies Act, 2013 and all other applicable laws and regulations and show a true and fair view of the state of affairs of the Group and of its results for the period in question; and (v) the Company is not in breach of any rules, regulations or requirements of the Stock Exchanges;] 5 (m) (n) (o) [[to the best knowledge of the Seller,] 6 there is no claim, litigation, arbitration, prosecution or other legal proceedings or investigation or enquiry in progress or pending or threatened against any member of the Group or any of their respective directors and officers nor is there any claim or any facts or circumstances of a material nature which would give rise to a claim against any member of the Group or any of their respective directors and officers, which in any such case would have or have had a material adverse effect on the condition, financial or otherwise, or in the earnings, net assets, business, operations or prospects (whether or not arising in the ordinary course of business) of any member of the Group or which is material for disclosure in the context of the transactions contemplated by this Agreement;] [[to the best knowledge of the Seller,] 7 each member of the Group has obtained all authorisations and licences under any applicable law and regulation that are material in connection with the operation of its business and there is no reason why any such authorisation or licence should be withdrawn or cancelled nor is there any breach by any member of the Group of the provisions of any law or regulation governing such authorisations or licences or otherwise (save for any breach that would not have any material adverse effect on the condition, financial or otherwise, or in the earnings, net assets, business, operations or prospects of the Company or the Group taken as a whole);] [[to the best knowledge of the Seller,] 8 there is no order, decree or judgement of any court or governmental agency or regulatory body outstanding or anticipated against any member of the Group which may have or has had a material adverse effect on the condition, financial or otherwise, or in the earnings, net assets, business, operations or prospects of the Company or the Group taken as a whole;] 5 It may be appropriate to delete (parts of) this representation (and the bracketed ones to follow) if the Seller is not a controlling shareholder and/or does not hold a board seat

10 (p) (q) (r) (s) (t) [[to the best knowledge of the Seller,] 9 there has been no petition filed, order made or effective resolution passed for the liquidation or winding up of (i) the Company or (ii) any other member of the Group which is material to the earnings, net assets, business, operations or prospects of the Group taken as a whole;] [[to the best knowledge of the Seller,] 10 no material outstanding indebtedness of any member of the Group has become payable or repayable by reason of any default of any member of the Group and no event has occurred or is impending which may result in such indebtedness becoming payable or repayable prior to its maturity date, in a demand being made for such indebtedness to be paid or repaid or in any step being taken to enforce any security for any such indebtedness of any member of the Group;] [[to the best knowledge of the Seller,] 11 no member of the Group is a party to or under any obligation which is material and which is of an unusual or unduly onerous nature; no member of the Group is in breach of or in default of its constitutional documents or any contract or agreement which may have or has had a material adverse effect upon the condition, financial or otherwise, or in the earnings, net assets, business, operations or prospects (whether or not arising in the ordinary course of business) of any member of the Group or which is material for disclosure in the context of the transactions contemplated by this Agreement; neither this Agreement nor the transactions contemplated herein will constitute or give rise to a breach of or default under the constitutional documents or any agreement or other arrangement to which any member of the Group is a party or will give rise to any rights of any third party in respect of any assets of the Group;] [[to the best knowledge of the Seller,] 12 there are no material outstanding guarantees or contingent payment obligations of any member of the Group in respect of indebtedness of third parties except as disclosed in the financial statements referred to in [the preceding paragraph] which are material in the context of the transactions contemplated by this Agreement; and each member of the Group is in compliance with all of its obligations under any outstanding guarantees or contingent payment obligations as described in such financial statements;] the Seller does not possess and/ or is not aware of any information directly or indirectly that is not generally available but which, if the information were generally available, is likely to have a material effect on the price or value of the Shares (including any unpublished price sensitive information (as such term is defined in the Insider Trading

11 Regulations)), the Company or the Company and its subsidiaries, considered as one enterprise; the decision to sell the Shares has been taken by officers of the Seller and not by any insider. For the purpose of this Agreement, an insider shall have the meaning given to it in regulation 2 (e) of the Insider Trading Regulations; (u) (v) (w) (x) all information in relation to [the Group,] 13 the Seller and the Shares (whether oral, written, electronic or in any other form) supplied to the Broker by or on behalf of the Seller, or any of its officers, partners, employees or advisors, for the purpose of or in connection with the transactions contemplated by this Agreement is and was, when supplied or published, true and accurate in all material respects and not misleading and all expressions of opinion or intention contained therein were honestly made on reasonable grounds and were fairly based and there were no other facts omitted so as to make any such statement or expression contained therein misleading in any material respect or which would or might have been material in the context in which the information was disclosed; the sale of the Shares by the Seller: (i) is a genuine transaction which is not being executed with a view to avoiding any regulatory requirements; (ii) is not for the purposes of market speculation or manipulation; (iii) will not result in circular trading; (iv) is intended to involve change of legal and beneficial ownership; (v) is not being executed to create false volumes resulting in upsetting the market equilibrium; and (vi) is not prompted by any information concerning the Company which is not in public domain to sell the Shares pursuant to this Agreement; no liquidation or similar proceedings with respect to the Seller, or any of its properties or assets, is pending, or to the knowledge of the Seller, threatened. No receiver, manager, provisional liquidator, liquidator or other officer of the court with respect to the Seller, or any of its properties or assets, has been appointed, or, to the knowledge of the Seller, is threatened to be appointed; neither the Seller nor any of its affiliates (as defined in Rule 501(b) of Regulation D ( Regulation D ) under the Act) nor any person acting on its or their behalf (a) has taken or will take, directly or indirectly, any action designed to cause or result in, or that has constituted or which might reasonably be expected to cause or result in, the stabilisation or manipulation of the price of any Shares, in violation of applicable laws or regulations (including, without limitation, the SEBI (Prohibition of Fraudulent and Unfair Trade Practices Relating to the Securities Market) Regulations, 2003, as amended from time to time or other applicable law or regulations prohibiting price manipulation in securities) or (b) has or will make bids or purchases for the purpose of 13 It may be appropriate to include the Group in this representation when the Seller has facilitated a due diligence process with respect to the Group. 10

12 creating actual or apparent active trading in, or of raising the price of, any shares of the Company or any right to purchase shares or securities convertible into or exchangeable or exercisable for shares that is designed to or that has constituted, or that might reasonably be expected to cause or result in, manipulation of the price of any class of shares, stock or security of the Company; (y) (z) (aa) (bb) (cc) (dd) neither the Seller, nor any of its Affiliates, nor any person acting on its or their behalf has, directly or indirectly sold, or will sell, offered or will offer, for sale, solicited or will solicit, offer to buy or otherwise negotiated or will negotiate, in respect of, any security (as defined in the Act) which is or will be integrated (as used in Rule 502 of the Act) with the sale of the Shares in a manner that would require registration of the Shares under the Act; the Company is a foreign issuer (as defined in Regulation S); the Seller reasonably believes that there is no substantial U.S. market interest (as defined in Regulation S) in the [ordinary shares] 14 of the Company; none of the Seller, any of its Affiliate or any person acting on its or their behalf (except for the Manager, as to which no representation is made), directly or indirectly, has made or will make any offers or sales of any security, or has solicited or will solicit offers to buy, or otherwise has negotiated or will negotiate in respect of, any security, under circumstances that would require the registration of the Shares under the Securities Act;] 15 none of the Seller, any of its Affiliates or any person acting on its or their behalf (except for the Manager, as to which no representation is made) has engaged or will engage in any directed selling efforts (within the meaning of Regulation S) [or any form of general solicitation or general advertising (within the meaning of Regulation D), with respect to the Shares] 16 ; [the Shares satisfy the eligibility requirements of Rule 144A(d)(3) under the Securities Act;] To be amended as appropriate. 15 This representation can be deleted if there will be no U.S. sales. 16 The bracketed portion can be deleted if there will be no U.S. sales. 17 This representation can be deleted if there will be no U.S. sales. While the form is drafted to allow the Shares to be sold in the United States either in reliance on Rule 144A or under the so-called "Section 4(1½)" exemption, certain additional procedures may need to be included depending on the characteristics of the Company in the case of reliance on the latter exemption. 11

13 (ee) (ff) (gg) (hh) (ii) [the Company is exempt from the reporting requirements of the U.S. Securities Exchange Act of 1934, as amended, pursuant to the exception afforded by Rule 12g3-2(b) thereunder;] [the Company is not a covered fund for purposes of the Volcker Rule under section 619 of the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010;] [the Company is not required to be registered as an investment company under, and as such term is defined in, the United States Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder;] [the Company is not and does not expect to become a passive foreign investment company as defined in Section 1297 of the U.S. Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder;] 22 neither the Seller nor any of its affiliates nor any director, officer or other person acting for or on behalf of the Seller or any of its affiliates, [nor [to the best knowledge of the Seller,] 23 any member of the Group or any director, officer or other person acting for or on behalf of any member of the Group] has, in connection with all or any part of the business of the Seller [or any member of the Group], as appropriate, engaged in any activity or conduct that would constitute an offence under any Anti-Corruption Law (as defined below), and the Seller [and all members of the Group] have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance with all Anti-Corruption Laws. Anti-Corruption Law means (i) the OECD Convention of Combating Bribery of Foreign Public Officials in International Business Transactions, 1997, (ii) the Foreign Corrupt Practice Act of 1977 of the United States of America, as amended, and the rules and regulations thereunder, (iii) the Bribery Act 2010 of the United Kingdom, and (iv) any similar applicable laws or regulations in any jurisdiction; 18 Alternatives to this representation are (1) that the Company is a reporting company in the United States or (2) that the Company undertakes to fulfil the Rule 144A information furnishing requirements (which may be unlikely in the context of a block trade deal to which the Company is not a party). Alternative (2) is included as a condition in Clause 6 of this Agreement. 19 This representation is required if the trade is being executed in reliance on Rule 144A. If the representation cannot be made by the Seller, the form is otherwise drafted to allow the Shares to be sold under the so-called "Section 4(1½)" exemption. It can be deleted if there will be no U.S. sales. 20 This representation is required if the trade is being executed in reliance on Rule 144A. If the representation cannot be made by the Seller, the form is otherwise drafted to allow the Shares to be sold under the so-called "Section 4(1½)" exemption. It can be deleted if there will be no U.S. sales. 21 The necessity of this representation will depend on the nature of the business of the Company. 22 The necessity of this representation will depend on the nature of the business of the Company

14 (jj) (kk) (ll) the [operations] 24 of the Seller [and [to the best knowledge of the Seller,] 25 the operations of each member of the Group] are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements and anti-money laundering statutes in all jurisdictions to which they are subject, including the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental entity (collectively, the Anti-Money Laundering Laws ) and no action, suit or proceeding by or before any court or government agency, authority or body or any arbitrator involving the Seller [or any member of the Group] with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Seller, threatened; neither the Seller nor any of its affiliates nor any director, officer or other person acting for or on behalf of the Seller or any of its affiliates, [nor [to the best of the Seller's knowledge,] 26 any member of the Group or any director, officer or other person acting for or on behalf of any member of the Group] is an individual or entity ("Person") that is, or is owned or controlled by a Person that is: (i) the subject of any sanctions administered or enforced by the United States Government, including, without limitation, the U.S. Department of the Treasury's Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty's Treasury or other relevant sanctions authority (collectively, "Sanctions"), or (ii) located, organised or resident in a country or territory that is, or whose government is, the subject of comprehensive Sanctions; [(a) the Seller does not have a relationship of common control with the Company and there are no contractual or other relationship of control (e.g. voting agreement, rights as creditor, etc.) between the Seller and the Company; (b) the Seller is not and has not at any time within the last 12 months been an affiliate of the Company within the meaning of the Act; (c) the Seller does not have any representatives on or observers to the Board of the Directors of the Company or any committees of such board or rights to appoint members to these boards and/or committees; and (d) the Seller is not a creditor of the Company whose consent is required for major decisions and all business transactions between the Seller and the Company conducted at arms length] 27 ; and (mm) neither the Seller nor any of its Affiliates nor any person acting on its or their behalf has distributed and, prior to the Closing Date, neither it nor any of its Affiliates nor any person acting on its or their behalf, shall distribute, any offering material in connection with the offering and sale of the Shares. 24 If the Seller is a natural person, substitute "affairs" for "operations" To be included for a non-affiliate seller. 13

15 5.2. The above agreements, representations and warranties shall be repeated at all times up to, and including, the Closing Date by reference to the facts or circumstances subsisting at those times and continue in full force and effect notwithstanding any investigation by or on behalf of the Broker, the actual or constructive knowledge of the Broker, the delivery of the Shares or the termination, completion or consummation of this Agreement The Seller agrees with the Broker that it will keep each of the Indemnified Persons (as defined below) fully and effectively indemnified against any losses, liabilities, costs, claims, damages, actions and demands (including any expenses (such as legal fees and expenses) arising in connection therewith) which such Indemnified Person may incur, or which may be made against such Indemnified Person as a result of, in connection with, or in relation to the transactions contemplated by this Agreement or are attributable to the performance of the Broker of its obligations under this Agreement or any actual or alleged misrepresentation in or breach or alleged breach of any of the Seller's agreements, obligations, representations, warranties or other obligations under this Agreement and will reimburse each of the Indemnified Persons for all costs, charges and expenses which such Indemnified Person may pay or incur in connection with investigating, disputing or defending any such action, claim or demand, provided that this indemnity shall not apply to the extent that the same arises out of the wilful default or fraud of the Indemnified Person as determined in a final judgment by a court of competent jurisdiction. This indemnity shall continue in full force and effect notwithstanding any investigation by or on behalf of the Broker, the delivery of the Shares or the termination, completion or consummation of this Agreement. In this Agreement, Indemnified Persons means the Broker and any of its Affiliates (including FII issuers of ODIs), subsidiaries or controlling persons (as defined in Section 15 of the Act) or any of its or their respective subsidiaries, directors, officers, employees or agents The Seller hereby agrees and undertakes: (a) to make all required filings and disclosures with appropriate authorities and comply with all requirements under applicable law in relation to the sale of the Shares (including to forthwith upon execution of the purchase and sale of the Shares, make any applicable disclosure under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended from time to time, and the Insider Trading Regulations to the Company (and to the stock exchanges where the Shares are listed); (b) to inform the Broker immediately if it becomes aware of any breach of its representations, warranties, covenants, agreements and other obligations under this Agreement; (c) that it will not, directly or indirectly, use the proceeds of the transaction, or lend, contribute or otherwise make available such proceeds to any 14

16 subsidiary, joint venture partner or other individual or entity, to fund any activities of or business with any individual or entity, or in any country or territory, that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation by any individual or entity (including any individual or entity participating in the transaction, whether as stock broker, advisor, investor or otherwise) of Sanctions; (d) that it shall promptly provide the Broker, upon request, with all such information known to it and which can be reasonably provided by it, relating to it, its subsidiaries (where relevant) or the Shares which may be reasonably required by the Broker for the purpose of complying with any applicable law in connection the performance of its obligations under this Agreement (including the establishment of any defence to any action, whether relating to due diligence or otherwise) or any requirement of the BSE, the NSE, SEBI the Reserve Bank of India or any other applicable regulatory body; and (e) that it shall not, without the prior consent of the Broker (such consent not to be unreasonably withheld), make or cause to be made any public announcement or communication in relation to the offering or sale of the Shares between the date hereof and the date falling one week after the Closing Date The Seller acknowledges and agrees that the Broker will act as an independent contractor under this Agreement pursuant to a contractual relationship created solely by this Agreement entered into on an arm s length basis, and not in any other capacity including as a fiduciary. The Broker hereby expressly disclaims any fiduciary or similar obligations to the Seller in connection with matters contemplated by this Agreement, and the Seller hereby confirms its understanding and agreement to that effect and waives any claim to the contrary. 6. CONDITIONS TO CLOSING 6.1. The obligations of the Broker hereunder shall be subject, in its discretion, to the conditions that: (a) all representations and warranties and other statements of the Seller herein are, and as of the date they are repeated, true, complete and accurate and to the performance by the Seller of all of its agreements and other obligations set forth herein (including crediting the Shares to the relevant securities account in accordance with Clause 2(a)); (b) the Broker receiving at the Closing Date a certificate of an authorised representative of the Seller, dated as of the Closing Date, to the effect that the representations and warranties in Clause 5 are true, accurate and correct with the same force and effect as though expressly made at and as of the Closing Date; 15

17 (c) the Broker having received on the Closing Date (i) an opinion of [], Indian counsel to the [Seller]/[Broker], and (ii) an opinion of [], U.S. counsel to the [Seller]/[Broker], to the effect that the offer and sale of the Sale Shares by the Manager as set forth in this Agreement are not required to be registered under the Act and such other matters as the Broker shall reasonably request, in each case such opinion to be in form and substance reasonably satisfactory to the Broker [; and (d) the Broker having received from the Seller on or before [the signing of the Terms of Sale by the parties in accordance with the terms of this Agreement]/[the Closing Date] a legally binding undertaking from an authorised signatory of the Company to the following effect: 7. TERMINATION For so long as any Shares are "restricted securities" within the meaning of Rule 144(a)(3) under the U.S. Securities Act of 1933, as amended (the "Securities Act"), the Company shall, during any period in which it is neither subject to Section 13 or 15(d) of the US Securities Exchange Act of 1934 nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder, provide to any holder or beneficial owner of such restricted securities or to any prospective purchaser of such restricted securities designated by such holder or beneficial owner, upon the request of such holder, beneficial owner or prospective purchaser, the information required to be provided by Rule 144A(d)(4) under the Securities Act. This undertaking is intended to be for the benefit of the holders, beneficial owners and the prospective purchasers designated by such persons, from time to time of such restricted securities. ] The Broker may by notice to the Seller given at any time prior to payment of the aggregate Sale Price for the Shares terminate this Agreement if: (a) any of the representations, warranties, agreements or other obligations of the Seller in this Agreement shall be untrue, incomplete, inaccurate or breached (as of the date hereof and such times as they are repeated); (b) if any material adverse change in the condition, results of operations or prospects of the Company occurs or is made public on or after the date of this Agreement, or (ii) if there has occurred (a) any material adverse change in the financial markets in the United States, the United Kingdom, Hong Kong, Singapore or India or in the international financial markets, (b) any outbreak or escalation of hostilities, act of terrorism or other calamity or crisis or (c) any change or development involving a prospective change in national or international political, financial or economic conditions, or currency exchange rates, in each case the effect of which is such as to make it, in the judgement of the Broker, 28 This undertaking may be appropriate if the Seller is a controlling shareholder and/or holds a seat on either the board of commissioners or the board of directors and the trade is being executed under Rule 144A. Please also see representation (ee) in Clause 5 for alternatives. 16

18 impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Securities and Exchange Board of India, the BSE or the NSE, or if trading generally on the BSE and/or the NSE, the New York Stock Exchange, NASDAQ, The Stock Exchange of Hong Kong Limited, the Singapore Exchange Limited or London Stock Exchange plc has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of the said exchanges, or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in India, the United States or in Europe, or (iv) if a banking moratorium has been declared by either the United States, United Kingdom, Hong Kong, Singapore or Indian authorities; or (c) any of the conditions in Clause 6 have not been satisfied. Upon such notice being given, the parties hereto shall (except for any liability arising before or in relation to such termination) be released from their obligations hereunder, save that Clauses 5, 8 and 9 will survive any such termination. 8. LAW AND JURISDICTION 8.1. This Agreement shall be governed by, and construed in accordance with the laws of India In the event a dispute, controversy, or claim arises out of or in connection with this Agreement ( Dispute ), it is hereby agreed that the Dispute: (a) shall be resolved through the arbitration procedures of the BSE and/or the NSE (collectively, the Prescribed Procedures ) if resolution of the Dispute in accordance with the Prescribed Procedures is mandatory under applicable law; or (b) shall, if resolution of the Dispute in accordance with the Prescribed Procedures is not mandatory under applicable laws, be resolved by arbitration to be conducted in accordance with the provisions of the Indian Arbitration and Conciliation Act 1996, as amended. Arbitration shall be held in Mumbai, India. The Seller shall appoint one arbitrator and the Broker shall appoint another arbitrator and the two arbitrators shall appoint the third or the presiding arbitrator. The arbitration proceedings shall be conducted in and the award shall be rendered in the English language. The award rendered by the arbitrator or arbitrators shall be final, conclusive and binding on all parties to this Agreement and shall be subject to enforcement in any court of competent jurisdiction. Each party shall bear the cost of preparing and presenting its case, and the cost of arbitration, including fees and expenses of the arbitrators, shall be shared equally by the Parties, unless the award otherwise provides. 17

19 8.3. The Seller confirms that this transaction is a commercial transaction. To the extent that the Seller or any of its assets has or hereafter may acquire any immunity (sovereign or otherwise) in respect of its obligations under this Agreement from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise), the Seller waives such immunity. 9. MISCELLANEOUS 9.1. Time shall be of the essence of this Agreement (including in respect of any time, date or period which has been extended or substituted) The heading to each Clause is included for convenience only and shall not affect the construction of this Agreement This Agreement, together with the Broker Client Agreements, constitutes the entire agreement between the Seller and the Broker with respect to the subject matter hereof and supersedes all prior agreements, communications, arrangements and understandings (whether written or oral) between the Seller and the Broker with respect to the subject matter hereof. In the event of a conflict between this Agreement and the Broker-Client Agreement, as applicable, except to the extent of any mandatory clauses of the Broker-Client Agreement prescribed under applicable law, this Agreement will prevail. Any amendment to the terms of this Agreement shall be in writing and executed by the parties hereto In the event any provision of this Agreement is found to be or becomes invalid, illegal, void or unenforceable, such provision shall be given no effect and shall be deemed not to be included in this Agreement so that no other provision of this Agreement shall thereby be affected and this Agreement shall remain valid and enforceable in respect of all remaining provisions, and any invalid, illegal, void or unenforceable provision will be deemed to be replaced by a provision which as nearly as possible accomplishes the commercial purpose of the original The terms of this Agreement do not constitute, and shall not be construed as, an agreement or commitment relating to underwriting or, requiring the Broker to purchase the Shares The Seller agrees to, at its own expense, to execute all such documents and do all such acts and things as the Broker may reasonably require in order to give effect to the terms of this Agreement and to enable the offering, sale and purchase of the Shares to be carried out and given full force and effect; 9.7. This Agreement may be entered into in any number of counterparts and by the parties to it on separate counterparts, each of which when so executed and delivered shall be an original, but all the counterparts shall together constitute one and the same. 18