SHARE PURCHASE AGREEMENT

BETWEEN

XYZ LTD

ABC LTD

AND

______________________________________

[●]

Dated October [●], 2007

TABLE OF CONTENTS

Section Page No

ARTICLE I...................................................................................................................2Definitions and Interpretation....................................................................................2 Section 1.1. Definition and Interpretations...........................................................2

ARTICLE II..................................................................................................................6Purchase of the Purchase Shares................................................................................6

ARTICLE III................................................................................................................7Closing and Deliveries..................................................................................................7 Section 3.1. Closing...............................................................................................7 Section 3.2. Closing Date......................................................................................7 Section 3.3. Closing Agenda.................................................................................7

ARTICLE IV................................................................................................................8Conditions Precedent...................................................................................................8

ARTICLE V..................................................................................................................9Covenants and Undertakings of the Company and/or the Seller ...........................9 Section 5.1. Contract before Closing.....................................................................9 Section 5.2. Notification of Material Event...........................................................9 Section 5.3. Amendment of Charter Documents...................................................9 Section 5.4. No Favorable Terms........................................................................10 Section 5.5. Post Closing Obligations..................................................................10 Section 5.6. Taxes.................................................................................................10 Section 5.7. Exercise of Voting Rights................................................................10 Section 5.8. Post IPO Adjustment........................................................................10 Section 5.9. Repatriation.......................................................................................11

ARTICLE VI..............................................................................................................11Covenants and Undertakings of the Purchaser ......................................................11

ARTICLE VII.............................................................................................................11Rights of the Purchaser During the Special Rights Period....................................11 Section 7.1. Anti Dilution....................................................................................12 Section 7.2. Information Rights..........................................................................12 Section 7.3. Access Rights...................................................................................12

ARTICLE VIII...........................................................................................................12Rights of the Purchaser in the Event that the Proposed IPO is not completed prior to the final IPO Date.........................................................................................12

Page ii of 38

ARTICLE IX..............................................................................................................13Representation and Warranties................................................................................13

ARTICLE X................................................................................................................15Indemnification...........................................................................................................15 Section 10.1. Indemnification Obligation............................................................15ARTICLE XI..............................................................................................................16Confidentiality............................................................................................................16

ARTICLE XII.............................................................................................................17Intent and Effect of this Agreement.........................................................................17

ARTICLE XIII...........................................................................................................17Costs and Expenses....................................................................................................17

ARTICLE XIV...........................................................................................................17Sunset Clause..............................................................................................................17

ARTICLE XV.............................................................................................................17Notices..........................................................................................................................17 Section 15.1. Service of Notice............................................................................17 Section 15.2. Details for Notices.........................................................................17

ARTICLE XVI...........................................................................................................18Termination................................................................................................................18

ARTICLE XVII..........................................................................................................18Governing Law, Jurisdiction and Dispute Resolution............................................18 Section 17.1. Governing Law..............................................................................18 Section 17.2. Jurisdiction....................................................................................18 Section 17.3. Dispute Resolution........................................................................18

ARTICLE XVIII........................................................................................................19Miscellaneous Provisions ..........................................................................................19 Section 18.1. Not a Promoter.............................................................................19 Section 18.2. No Partnership or Agency...........................................................20 Section 18.3. Announcements............................................................................20 Section 18.4. Entire Agreement.........................................................................20 Section 18.5. Amendments.................................................................................20 Section 18.6. Further Assurances.....................................................................20 Section 18.7. Assignment...................................................................................20 Section 18.8. Change in Law.............................................................................20 Section 18.9. Severability...................................................................................21 Section 18.10. Waivers and Remedies................................................................21 Section 18.11. Counterparts................................................................................21

Page iii of 38

SIGNATURE PAGES................................................................................................22

ANNEXURES.............................................................................................................23ANNEXURE 1............................................................................................................23 Promoters of Company.......................................................................................23ANNEXURE 2...........................................................................................................24 Capital Structure of the Company.....................................................................24ANNEXURE 3............................................................................................................26 Warranties...........................................................................................................26

Page iv of 38

SHARE PURCHASE AGREEMENT

THIS SHARE PURCHASE AGREEMENT is made on this ___ day of October, 2007:

BETWEEN:

(1) XYZ LTD, a company incorporated in India under the provisions of the Companies Act, 1956, having its registered office, India and having its (the “Seller” which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns) of the ONE PART;

(2) ABC LTD, a company incorporated in India under the provisions of the

Companies Act, (the "Company", which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns) of the SECOND PART.

AND

(3) _________________________________________________, a company incorporated under the laws of Mauritius and having its office at ______ ______________ __________ _______________________ (the "Purchaser", which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors in office and assigns) of the THIRD PART;

The Seller, Purchaser and the Company may, wherever the context so permits, be referred to as “Parties” and individually as a “Party”.

WHEREAS

A. The Company is a public limited company engaged in the business of operating commodities exchanges in terms of Section 2(a) of Forward Contracts (Regulation) Act, 1952 and its Charter Documents. The Company’s equity shares are currently not listed on any stock exchange;

B. The capital structure of the Company, as on 30 June, 2007, is as provided in Annexure 2 hereto;

C. The Company is promoted by the Promoters (as defined hereinafter), and, currently, the Promoters, which include the Seller, legally and beneficially own Equity Shares as more particularly set out in Annexure 1 hereto and are

in Control (as defined hereinafter) of the Company and the management of the Company;

D. The Seller has discussed with the Purchaser and the Company, the sale, by the Seller to the Purchaser, of certain equity shares of the Company currently owned by the Seller;

E. The Purchaser has agreed to acquire the shares from the Seller, upon the terms and subject to the conditions contained herein;

F. Upon purchase of the equity shares of the Company from the Seller, the Purchaser will be a minority shareholder of the Company, with certain rights as detailed in this Agreement; and

G. The Parties are entering into this Agreement in order to set out the rights and obligations of the Parties in relation to the acquisition of the Purchase Shares (as defined hereinafter) by the Purchaser and other matters in connection therewith, which they agree will be interpreted, acted upon and governed solely in accordance with the terms and conditions of this Agreement.

THE PARTIES HERETO AGREE AS FOLLOWS:

1 DEFINITIONS AND INTERPRETATION

1.1 Definitions . In this Agreement, unless the context otherwise requires, the following expressions shall have the following meanings:

"Act" means the Companies Act, 1956 (1 of 1956), as amended from time to time and shall include any statutory replacement or re-enactment thereof;

"Affiliate" shall mean and include, in respect of a Party, any Person existing as of the date of this Agreement or at any time in the future:

(a) who Controls, is Controlled by, or is under the common Control of, the relevant Party; or

(b) where 50% or more of the voting securities of the Party are directly or indirectly owned, legally and beneficially, by such Person;

"Agreement" means this Share Purchase Agreement together with its annexures and schedules, as may be amended from time to time in accordance with the provisions contained herein;

"Board" means the board of directors of the Company which shall be deemed

Page 2 of 38

to include any Committee of the Board;

"Business Day" means any day excluding Saturdays and Sundays and holidays declared under the provisions of the Negotiable Instruments Act, 1881;

"Charter Documents" mean the Memorandum of Association and the Articles of Association, or equivalent under applicable law;

"Claim" shall have the meaning ascribed to it in Clause 10.1.1;

"Confidential Information" means any and all confidential or proprietary information and materials, as well as all trade secrets, belonging to a Party to this Agreement and/or its Affiliates or customers which is furnished to the other Party(s) to this Agreement (the “Receiving Party”), in relation to or pursuant to this Agreement, with expectations of confidentiality to the extent the Receiving Party(s) knows or reasonably should know of such expectations, regardless of whether such information or material is expressly identified as confidential or proprietary or not or whether it is stored in any medium or not. Parties agree that such Confidential Information may include

(a) technical information and materials, including but not limited to computer programs, software, databases, methods, know-how, formulae, compositions, molecular compositions, technological data, technological prototypes, processes, discoveries, machines, inventions, and similar items;

(b) business information and materials, including but not limited to financial information, business plans, business proposals, customer contract terms and conditions, pricing and bidding methodologies and data, sales data, customer or Purchaser lists, customer or contact information, customer preferences and other business information, supplier lists, supplier contact information, supplier preferences and other business information, vendor lists, vendor contact information, vendor preferences and other business information, business partner lists, business partner contact information, business partner preferences and other business information, and similar items;

(c) information and materials relating to future plans, including but not limited to marketing strategies, new materials research, pending projects and proposals, proprietary production processes, research and development strategies, and similar items;

(d) personnel information and materials, including but not limited to employee lists and contact information, employee performance

Page 3 of 38

information, employee compensation information, recruiting sources, contractor and consulting information, contacts, and cost, and similar information;

(e) any information or material that gives the Company (or other discloser of information, as applicable) an advantage with respect to its competitors by virtue of not being known by those competitors;

(f) original information supplied by the Company, the Subsidiaries or the Purchaser;

(g) information relating to the Company or the Subsidiaries or the Purchaser which is obtained whether (without limitation) in writing, pictorially, in machine-readable form, on floppy diskettes or orally, and whether or not marked "confidential" by any Party or its representatives from either the Company, the Subsidiaries or any of their representatives, in each case in connection with the business relationship between the Company, the Subsidiaries, and the Purchaser;

(h) other valuable, confidential information and materials and/or trade secrets that are customarily treated as confidential or proprietary, whether or not specifically identified as confidential or proprietary;

Provided, however that, no information shall constitute a Confidential Information if it is independently developed by a Receiving Party or its Affiliates or was otherwise publicly known and/or is in the public domain at the time when it is disclosed to the Receiving Party(s), or comes into the public domain due to no fault of the Receiving Party(s);

"Control" together with its grammatical variations when used with respect to any Person, means and includes the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of the vote carrying securities, by contract or otherwise howsoever;

"Designated Account" shall have the meaning ascribed to it in Clause 3.3.1;

"Designated Bank Account" shall have the meaning ascribed to it in Clause 3.3.2;

"Dispute" shall mean any dispute, controversy or claim between the Parties arising out of or in connection with this Agreement, including the breach, termination or invalidity thereof;

"Equity Shares" means the issued and fully paid up equity shares of the Company, having a face value of Rs.10/- (Rupees ten only) each;

Page 4 of 38

"Encumbrance" means any encumbrance including but not limited to any claim, mortgage, pledge, charge (fixed or floating), hypothecation, lien, deposit by way of security, bill of sale, option or right of pre-emption, beneficial ownership, right of retention of title or any form of security interest or any obligation (including any conditional obligation) to create any of the same, including without limitation, any discretion on the use, voting, transfer, receipt of income or other attributes of ownership;

"Excess Purchase Price" means such amount in Rupees as is determined in accordance with Clause 5.8;

“Final Closing” means Transfer of title of the Purchase Shares in favour of the Purchaser;

“Final Closing Date” shall have the same meaning ascribed to it in Clause 3.4 hereto;

"Final IPO Date" means one year from the date of execution of this Agreement or such other date as may be mutually agreed upon by the Parties. The Parties agree that Final IPO Date shall be the date prior to which allotment of Shares, issued pursuant to the IPO of the Company, should be completed;

"Financial Year" means the twelve month period commencing on April 1 of a calendar year and ending on March 31 of the immediately succeeding calendar year;

"Fully-Diluted" means the total of all classes and series of shares outstanding on a particular date, combined with all options (issued and un-issued), options under the Employee Stock Option Scheme (issued and unissued), warrants (both issued and un-issued), convertible securities of all kinds, any other arrangements relating to the Company's equity, and the effect of any anti-dilution protection regarding previous financings, all on an "as if converted" basis;

"Governmental Authority" means and includes the President of India, the Government of India, the Governor and the Government of any State in India, any Ministry or Department of any of the foregoing or any governmental or political subdivision thereof, any legislative, executive, governmental or administrative body or agency, municipality or any local or other authority, trade agency, regulatory authority, court, tribunal or arbitral tribunal, exercising powers conferred by law in India or any other applicable jurisdiction (including the jurisdictions in which the Company and/or its

Page 5 of 38

Subsidiaries are incorporated and/or carry on any business or activities), and shall include, without limitation, the Securities and Exchange Board of India ("SEBI"), the Reserve Bank of India ("RBI"), Forward Markets Commission and the Foreign Investment Promotion Board ("FIPB");

"Government Approvals" means any consent, approval, authorization, waiver, permit, grant, franchise, concession, agreement, license, certificate, exemption, order, registration, declaration, filing, report or notice, of, with or to any Governmental Authority;

"Initial Closing" means the deposit of the Purchase Shares by the Seller with the Purchaser, and the deposit of Purchase Price by the Purchaser with the Seller; "Initial Closing Date" shall have the meaning ascribed to it in Clause 3.2; "Intellectual Property" means and includes any registered and/or applied for registration and pending, patents, trademarks, service marks, designs, copyrights, moral rights and neighbouring rights, trade or business names, internet domain names, inventions, processes, geographical indications, trade secrets, know-how, integrated circuits, exploitation of any present or future technologies, proprietary information, and other industrial property rights;

"IPO" means an offering to the public, in any applicable jurisdiction, of the Equity Shares of the Company and listing of the Equity Shares on recognised stock exchanges in India, of which at least one must be either the Bombay Stock Exchange Limited or the National Stock Exchange of India Limited;

"Losses" means and includes all losses, claims, costs, and damages (whether direct, indirect, general or special, absolute, accrued, conditional or otherwise and whether or not resulting from third party claims), including interests and penalties with respect thereto and out-of-pocket expenses, including reasonable attorneys' and accountants' fees and disbursements;

"Material Adverse Effect" means any:

(a) event, occurrence, fact, condition, change, development or effect that is or may be materially adverse to the business, operations, prospects, condition (financial or otherwise), substantial properties (whether tangible or intangible) or liabilities of the Company or any of its Subsidiaries; or

(b) material impairment of the ability of the Company or the Seller to perform their obligations hereunder.

Page 6 of 38

"Person" means any individual, corporation, company, partnership, limited liability company, joint venture, association or trust or any other entity or organisation;

"Promoters" means the Persons mentioned under Annexure 1 hereto;

"Purchase Price" means a sum of Rs. XXXXXXXXXXonly to be paid by the Purchaser to the Seller as an aggregate consideration for the purchase of the Purchase Shares.

"Purchase Shares" means the _________ Equity Shares each currently held by the Seller and representing five (_) % of the Fully Diluted equity share capital of the Company;

"Revised Purchase Price" shall have the meaning ascribed to it in Clause 5.8;

"Rupees" or "Rs." means the currency of the Republic of India;

"Special Rights Period" means the period commencing on the Initial Closing Date until the Final Closing Date;

"Subsidiary" shall have the meaning ascribed to such term under the Act;

"Tax" or "Taxation" means all forms of taxation, duties, levies, imposts and social security charges, including without limitation corporate income tax, wage withholding tax, stamp duties payable in any jurisdiction, fringe benefit tax, provident fund, employee state insurance and gratuity contributions, value added tax, customs and excise duties, and other legal transaction taxes, dividend withholding tax, real estate taxes, other municipal taxes and duties, environmental taxes and duties and any other type of taxes or duties in any relevant jurisdiction, together with any interest, penalties, surcharges or fines relating thereto, due, payable, levied, imposed upon or claimed to be owed in any relevant jurisdiction;

"Transfer" shall mean (in either the noun or the verb form including, with respect to the verb form, all conjugations thereof within their correlative meanings) with respect to any Purchase Shares, the sale, assignment, transfer, conveyance, setting over, or delivery (whether for or without consideration, whether directly or indirectly, and whether voluntary, involuntary or by operation of law) of any such Purchase Shares and all interest therein;

"US$" or "USD" means the currency of the United States of America.

"Warranties" means the representations and warranties provided by the Company and the Seller, including those set out in Clause 10 (Representations

Page 7 of 38

and Warranties) and Annexure 3 hereto.

2 PURCHASE OF THE PURCHASE SHARES

2.1 Upon the terms and subject to the conditions set forth in this Agreement, in consideration of the mutual rights and obligations of the Parties hereunder and relying on the Warranties, undertakings and indemnities to and for the benefit of the Purchaser under this Agreement, the Purchaser agrees to purchase, and the Seller agrees to transfer and deliver, the Purchase Shares, free and clear of all Encumbrances and with all attached and accrued rights, for the consideration of, as full and final payment for the Purchase Shares, the Purchase Price, to the Purchaser.

2.2 The Purchase Shares transferred to the Purchaser by the Seller shall rank pari passu with the other Equity Shares of the Company in all respects, including, entitlement to receive proportionately the dividends and other distributions declared or to be declared in respect of the equity capital of the Company.

3 CLOSING AND DELIVERIES

3.1 Initial Closing . Subject to the terms and conditions of this Agreement, the Initial Closing shall take place at 10 A.M. (Indian Standard Time) on the Initial Closing Date at Mumbai or such other place as the Seller and the Purchaser may mutually agree.

3.2 Initial Closing Date . Subject to the terms and conditions of this Agreement, the Initial Closing shall occur on a date (the "Initial Closing Date") which shall be 3 (three) Business Days after the satisfaction and/or waiver of all the Initial Conditions Precedent set forth under Clause 4.1, or such other date, time and place as may be mutually agreed between the Seller and the Purchaser.

3.3 Initial Closing Agenda . On the Initial Closing Date, the following events shall take place:

3.3.1 The Seller shall transfer the Purchase Shares to such dematerialised account of the Purchaser with the Purchaser’s depositary as the Purchaser may designate (“Designated Account”); provided, however, that written notice regarding details of such designated dematerialised account shall be sent to the Seller at least 2 (two) Business Days prior to the Initial Closing Date.

The Purchaser does hereby agree, and confirm that pending the Final Closing; the Purchaser shall hold the Purchase Shares, deposited by the Seller with the Purchaser on the Initial Closing Date, in escrow for the period from the Initial

Page 8 of 38

Closing Date till the Final Closing Date. The Purchaser does hereby further agree, declare and confirm that the Purchase Shares shall not be deemed to have absolutely vested in the Purchaser till the Final Closing occurs. In the event, the Final Closing does not occur on or before the Final Closing Date, the consequences as set out in Clause 8 shall follow.

3.3.2 Upon receiving the Purchase Shares in the Designated Account, the Purchaser shall transfer the Purchase Price by telegraphic transfer to such bank account of the Seller that has been notified to the Purchaser in writing on the corporate letterhead of the Seller by its authorised signatory at least 3 (three) Business Days prior to the Initial Closing Date (“Designated Bank Account”).

The Seller does hereby agree, and confirm that pending the Final Closing the Seller shall be holding the Purchase Price, deposited by the Purchaser with the Seller on the Initial Closing Date, in escrow for the period from the Initial Closing Date till the Final Closing Date. The Seller does hereby further agree, declare and confirm that the Purchase Price shall not be deemed to have absolutely vested in the Seller till the Final Closing occurs. In the event, the Final Closing does not occur on or before the Final Closing Date, the consequences as set out in Clause 8 shall follow.

3.3.3 The Purchaser shall provide to the Seller, an acknowledgement receipt evidencing receipt by the Purchaser of the Purchase Shares in the Designated Account.

3.3.4 The Seller shall provide to the Purchaser, an acknowledgement receipt, in a form and manner acceptable to the Purchaser, evidencing receipt by the Seller of the Purchase Price in the Designated Bank Account.

3.4 Final Closing: the Final Closing Shall deemed to have taken place immediately on date of receipt of an intimation from the Company by the Purchaser and the Seller that the red herring prospectus has been filed by the Company with Securities and Exchange Board of India and the Registrar of Companies in respect of IPO of the Company’s Equity Shares, which shall, in no case, be later than Final IPO Date (“Final Closing Date”). For the sake of clarification, the Seller and the Purchaser hereby agree and confirm that till the Final Closing has happened, the legal and beneficial title to the Purchase Shares shall not be deemed to have been transferred in favour of the Purchasers, nor shall the Seller be entitled to the Purchase Consideration.

4 CONDITIONS PRECEDENT

Initial Condition Precedent:

4.1 This Agreement and the obligation of the Seller to deposit the Purchase Shares

Page 9 of 38

with the Purchaser and the Purchaser to deposit the Purchase Price with the Seller is subject to the relevant Party having met the conditions precedent set out in this Sub-Clause (“Initial Condition Precedent”) in a form and substance reasonably satisfactory to the Purchaser, unless otherwise expressly waived by the Purchaser in its sole discretion:

4.1.1 Receipt of all corporate approvals and sanctions, including without limitation approval by the Board or shareholders, as may be required, of the Company and the Seller, for sale of the Purchase Shares to the Purchaser for the Purchase Price agreed upon;

4.1.2 Receipt by the Purchaser and the Seller of all the Government Approvals, including but not limited to, any FIPB or RBI approval, as and to the extent required, for the Purchaser to acquire the Purchase Shares and to exercise its right and perform its obligations respectively under this Agreement;

4.1.3 Receipt by the Purchaser of the audited accounts of the Company for the year ended 31.03.2007.

4.1.4 The proposed Transfer of the Purchase Shares being determined as in compliance with all applicable laws, including without limitation, any proposed law or regulation as considered applicable;

4.1.5 No Governmental Authority in India,

(i) having, or having indicated an intention to,

(ii) having requested (in writing or by way of any oral communication), any information in connection with, or instituting or threatening, any action or investigation which could,

restrain, prohibit or otherwise challenge or adversely affect the Transfer of Purchase Shares in a manner as contemplated under this Agreement, the ownership of the Purchase Shares or any similar transactions or ownership;

4.1.6 The Seller having performed and complied in all material respects with all covenants and undertakings required to be performed or complied with by it at or prior to the Initial Closing Date;

4.1.7 The Seller having delivered an incumbency certificate of the officer(s) of the Seller executing this Agreement and any other documents furnished to the Purchaser hereunder or pursuant hereto;

4.1.8 The Company having delivered to the Purchaser a certificate, in a form and manner acceptable to the Purchaser, that the Company and its Subsidiaries

Page 10 of 38

have conducted their business in the normal course and have complied with the obligations imposed under Clause 5.1 and Clause 5.2, and that there has been no Material Adverse Effect on the Company and/or its Subsidiaries and/or the Seller until the Initial Closing Date; and

4.1.9 The Seller having delivered certificate, in a form and manner acceptable to the Purchaser, certifying that the Warranties and representations, by whatever name called and howsoever described, made under this Agreement are true and complete in all respects as of the Initial Closing Date.

Final Condition Precedent:

4.2 The Transfer of title the Purchase Shares in favour of the Purchaser and absolute vesting of the Purchase Price in favour of the Seller shall take place subject to the condition that the Company shall and the Seller shall cause the Company to file a red herring prospectus with Securities and Exchange Board of India and Registrar of Companies in respect of IPO of the Company’s Equity Shares on or before Final IPO Date (“Final Conditions Precedent”).

5 COVENANTS AND UNDERTAKINGS OF THE COMPANY AND/OR THE SELLER

5.1 Conduct before Final Closing : The Seller and the Company agree, undertake and covenant that during the period between the signing of this Agreement and the Final Closing Date, the Company will not (and the Seller shall cause the Company to ensure that it does not) without the prior written consent of the Purchaser:

5.1.1 enter into any commitment or transaction that could potentially adversely

impact the Transfer of the Purchase Shares or have a Material Adverse Effect; or

5.1.2 do or permit anything which would constitute a breach of any of the Warranties or covenants.

5.2 Notification of Material Event : If, during the period between the signing of this Agreement and the Final Closing Date, the Company and/or the Seller becomes aware that:

5.2.1 there has been or there is likely to be a Material Adverse Effect; or

5.2.2 the Company is involved in, or has been threatened with, any material litigation filed or threatened to be filed against the Company; or

Page 11 of 38

5.2.3 there has been or is likely to be any breach of any of the Warranties;

then the Company and/or the Seller shall immediately notify the Purchaser of that fact or event, as the case may be, in writing and shall provide all information in their possession in relation to such fact and/or event to the Purchaser.

5.3 Amendment of the Charter Documents . The Company shall (and the Seller shall cause the Company to) amend its Charter Documents appropriately, within 7 Business Days of the Final Closing Date, so as to incorporate the terms of this Agreement therein.

5.4 No Favorable Terms . The Company and the Seller shall not provide any new or potential purchaser, desirous of making an investment in the Equity Shares of the Company, with (a) a purchase or investment price per Equity Share, which is less than the price of an Equity Share as agreed under this Agreement; and (b) rights which are more favorable than those granted to the Purchaser under this Agreement, including without limitation, rights relating to voting and entitlement to dividend.

5.5 Post Final Closing Obligations.

5.5.1 The Company and the Seller shall, no later than seven (7) days from Final Closing Date, file all forms, declarations and reports with such Governmental Authority as may be required under applicable laws, in relation to or pursuant to the Transfer of the Purchase Shares in a manner contemplated under this Agreement and shall provide the Purchaser with documentary evidence thereof.

5.5.2 The Company and the Seller shall, no later than thirty (30) days from the Final Closing Date, provide to the Purchaser a statement of the shareholding pattern of the Company reflecting the Equity Shares held by the Purchaser, in a format as set out in Annexure 2-Part B of this Agreement which shall be duly certified by its Company Secretary;

5.6 Taxes . The Purchaser shall be responsible for the payment of all stamp duty charges attributable to the execution of this Agreement.

5.7 Exercise of Voting Rights. The Seller agrees and undertakes that it shall exercise its voting rights in a meeting of shareholders of the Company, in such manner, and cause the directors nominated by it on the Board of the Company to exercise their votes in such manner, so as to cause the Company to give full legal effect to the terms of this Agreement, including but not limited to, for the purposes of amending the Charter Documents of the Company, if required, to

Page 12 of 38

incorporate the terms of this Agreement.

5.8 Post IPO Adjustment . The Seller and the Purchaser agree and understand that the Purchase Price under this Agreement has been determined on the understanding that total valuation of the overall equity of the Company is USD One billion. In the event the proposed IPO of the Company is done at a valuation which is less than USD One billion, then it shall be deemed that the valuation of the Purchase Shares at the Purchase Price was higher than the actual value of the Purchase Shares, and the Seller shall return to the Purchaser or its nominee (identified by the Purchaser) the additional consideration paid by the Purchaser to the Seller for the Purchase Shares in the following manner:

5.8.1 Within 3 (three) Business Days of valuation of the overall equity of the Company, in relation to the proposed IPO, being determined, the Seller and the Purchaser shall recalculate the consideration for a Purchase Share, in accordance with the valuation of the Company as determined at the time of the proposed IPO (the “Revised Purchase Price”).

5.8.2 Along with the determination of the Revised Purchase Price, the Seller and the Purchaser shall also calculate the Excess Purchase Price on the same day. The Excess Purchase Price shall be equal to (a) the consideration paid hereunder for each Purchase Share less the Revised Purchase Price multiplied by (b) the total number of Purchase Shares.

5.8.3 The Seller and the Purchaser agree that calculation of the Revised Purchase Price and the Excess Purchase Price shall be done at the Forex Conversion Rate.

5.8.4 Within 3 (three) Business Days of determination of the Excess Purchase Price, the Seller shall pay the Excess Purchase Price to the Purchaser by depositing the same in such account of the Purchaser as the Purchaser may designate in writing to the Seller.

5.8.5 The Seller and the Purchaser agree that, if the Purchaser in its sole discretion, for any reason whatsoever, desires to adopt a method, other than what is described under this Clause, for the purposes of receiving the refund of the Excess Purchase Price, then the Seller and the Purchaser shall enter into discussions based on good faith for such purposes and the Excess Purchase Price shall be paid to the Purchaser accordingly.

6 COVENANTS AND UNDERTAKINGS OF THE PURCHASER

6.1 Till the earlier of (i) the completion of allotment of shares issued pursuant to

Page 13 of 38

the IPO of the Company; or (ii) the Final IPO Date (in the event that the allotment of shares issued pursuant to the IPO of the Company is not completed prior to the Final IPO Date), the Purchaser shall not be entitled to Transfer and/or deal with any or all of Purchase Shares, either directly or indirectly, to or for the benefit of, a Person engaged in the business of operating commodity exchanges, in India or otherwise, or any Affiliate of such Person.

7 RIGHTS OF THE PURCHASER DURING THE SPECIAL RIGHTS PERIOD

7.1 Anti-Dilution. The Company agrees and undertakes (and the Seller agrees and undertakes that it shall cause the Company to ensure) that during the Special Rights Period:

7.1.1 the Company shall not, without prior written consent of the Purchaser, issue any Equity Shares (with the exception of the Equity Shares to be issued in connection with the proposed IPO, and pursuant to the exercise of options outstanding at the date of this Agreement under the Employee Stock Option Scheme as referred to in Annexure 2), preference shares or any rights, options, warrants, debentures, securities, appreciation rights or instruments entitling the holder to receive any Equity Shares or any options to purchase or rights to subscribe to securities, by their terms convertible into, or exchangeable for, Equity Shares or any other securities which would have an actual or potential dilutive effect on the Purchaser's share holding in the Company; and

7.1.2 in the event that, pursuant to the written consent of the Purchaser, the Company does issue an instrument to any Person (including without limitation, by way of a preferential issue) which, in terms of the Clause 7.1.1 above, does have an actual or potential dilutive effect on the Purchaser's share-holding in the Company, the Purchaser shall, subject to applicable law, have the right but not an obligation to subscribe to and receive such number of additional Equity Shares of the Company so as to maintain the equity shareholding of the Purchaser, in the Company at five (5) % of the total paid-up and issued share capital of the Company (on a Fully Diluted basis). The price payable by the Purchaser for subscription of such additional Equity Shares shall be the lowest possible price payable by the Purchaser in accordance with and subject to applicable law.

7.2 Information Rights . The Company and the Seller shall, at all times during the Special Rights Period:

7.2.1 keep the Purchaser appraised as to the process and progress of the proposed IPO (including, without limitation, providing copies, if requested by the

Page 14 of 38

Purchaser of all drafts of the offer document, copies of all filings made with SEBI and responses received and updates as to the progress made with the marketing of the Equity Shares); and

7.2.2 deliver to the Purchaser, copies of any and all reports filed by the Company (or any Subsidiary, if any) or the Promoters, with any relevant securities exchange, or Governmental Authority, as may be requested by the Purchaser from time-to-time.

7.3 Access Rights . The Company shall (and the Seller shall ensure that the Company does) give reasonable access to the Purchaser and its authorized representatives (including lawyers, accountants, auditors and other professional advisors) to visit and inspect all properties, assets, corporate, financial and other records, reports, books, contracts and commitments of the Company, and to discuss and consult its business, actions plans, budgets and finances with the directors and executive officers of the Company, upon reasonable notice. All costs incurred in connection with such inspection shall be borne by the Purchaser.

8. RIGHTS OF THE PURCHASER IN THE EVENT THAT THE PROPOSED IPO IS NOT COMPLETED PRIOR TO THE FINAL IPO DATE

In the event that the proposed IPO is not completed on or prior to the Final IPO Date (“No IPO Event”), the Purchaser shall at his option return the Purchase Shares back to the Seller and in such case the Seller shall be bound to return the Purchase Price back to the Purchaser within [●] days from the No IPO Event. In such event, this Agreement shall stand terminated and all the rights and obligations of the Parties under this Agreement shall come to an end, except for the rights and obligations, which are expressly mentioned in this Agreement to survive.

9. REPRESENTATIONS AND WARRANTIES

9.1 The Company and the Seller, each for itself represents and warrants to, and for the benefit of the Purchaser, on the date of this Agreement which representations and Warranties shall be deemed repeated and be true, complete and accurate in all respects on a continuing basis, that:

9.1.1 It has been duly organized, and is validly existing and in good standing under the laws of India;

9.1.2 It has the power to execute, deliver and perform its obligations under this Agreement and all necessary corporate, shareholder and other approvals (where applicable) have been validly obtained to authorise such execution,

Page 15 of 38

delivery and performance, and this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms;

9.1.3 The execution, delivery and performance of any of their obligations under this Agreement does not and will not:

9.1.3.1 contravene any law or breach or constitute a default under its Charter Documents;

9.1.3.2 result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which it is a party or by which any of its properties or assets may be bound; or

9.1.3.3 conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Seller or any of its properties or assets;

9.1.4 There are no pending actions, investigations, suits or proceedings against it or affecting any of its assets and there has been no event or occurrence, which in each case, might reasonably be expected to give rise to a Material Adverse Effect;

9.1.5 Any factual information provided by it or on its behalf for the purposes of this Agreement is true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated.

9.1.6 No Governmental Authority in India has:

(i) indicated an intention to, (ii) requested (in writing or by way of any oral communication), any

information in connection with, or instituting or threatening, any action or investigation which could,

restrain, prohibit or otherwise challenge or adversely affect Transfer of the Purchase Shares in a manner as contemplated under this Agreement, the ownership of the Purchase Shares or any similar transactions or ownership;

9.1.7 The Seller and the Company are aware and made known to the Purchaser that all the /shareholders without the prior approval of the Government/Commission.

Page 16 of 38

9.1.8 The Seller and the Company is aware and made known to the Purchaser that.

A Copy of the letter was handed over to the Purchaser by the Seller.

9.1.9 The Seller and the Company is aware and made known to the Purchaser that the Forward Markets Commission vide its letter No. xxxxxxxxxxxxxxxxxx has given approval for divestment of Company’s equity by the Seller subject to the conditions contained therein to the Purchaser.

9.1.10 The representations and Warranties set out under Annexure 3 are true and correct.

9.1.11 Notwithstanding anything contained in this Agreement, after the Final Closing Date, the Purchase Shares are not subject to any restriction or limitation on Transfer, except the statutory lock-in that may apply under the then prevailing laws (which lock-in under the currently applicable law is one year from the date of allotment of equity shares of the Company pursuant to the IPO). Subject to such lock-in, the Purchaser shall be free at any time, after the Final Closing Date, to Transfer the Purchase Shares or any part thereof, in one or more tranches to any person of its choice except to the persons/ entities who are, as understood by the Company or Promoters, competitors of the Company in India or internationally,

9.1.12 After the Final Closing Date, the Purchase Shares shall be entitled to the same voting rights and shall be voted on together with the Equity Shares and not as a separate class.

9.2 The Company and the Seller agree and acknowledge that each of the Warranties is separate and independent and none of the Warranties shall be treated as qualified by any actual or constructive knowledge on the part of the Purchaser or any of its agents, representatives, officers, employees or advisers.

9.3 The Company and the Seller agree and acknowledge that the Purchaser would not proceed with the investment contemplated herein but for the Warranties and covenants hereunder including to ensure the protection of the value of the Company.

9.4 The Company and the Seller undertake to notify the Purchaser in writing promptly if any of them become aware of any fact, matter or circumstance (whether existing on or before the date of this Agreement or arising afterwards) which would cause any of the Warranties given by it, to become untrue or inaccurate or misleading in any respect.

10 INDEMNIFICATION

Page 17 of 38

10.1 Indemnification Obligation: The Company and the Seller shall jointly and severally indemnify, defend and hold harmless, the Purchaser, its Affiliates, directors, officers, representatives, employees and agents (collectively the "Indemnified Parties"), promptly upon demand at any time and from time to time, against any and all Losses relating to or arising out of or in connection with:

10.1.1 any actual or threatened claim, legal action, proceeding, suit, litigation, prosecution, mediation, arbitration or enquiry (together, a "Claim") by or against any Indemnified Parties arising out of or in connection with (collectively referred to as "Indemnification Events"):

10.1.1.1 an inaccuracy, misrepresentation or any breach of any Warranty;

10.1.1.2 a breach of any covenant or obligation of the Company or the Seller contained herein; and/or

10.1.1.3 any liabilities (including contingent liabilities, whether or not known or contemplated at the time of execution of this Agreement) of the Company, the Seller and/or its Subsidiaries not completely disclosed to the Purchaser in writing prior to the Initial Closing Date; and/or

10.1.1.4 any pending or threatened claims against the Company, the Seller and/or its

Subsidiaries or any claims which may be made against the Company, the Seller and/or its Subsidiaries and which relate to or arise out of, the period prior to the Initial Closing Date not completely disclosed to the Purchaser in writing prior to the Initial Closing Date.

10.1.2 a breach of any representation or Warranty or undertaking or covenant made by the Seller or the Company in this Agreement;

10.1.3 the non-performance (in whole or in part) by the Seller or the Company of any of its covenants or agreements contained in this Agreement;

10.2 In the event that the Company makes any payment to the Purchaser hereunder, the same shall be grossed up by the Seller to the extent of any loss suffered by the Purchaser as a consequence of such payment being made by the Company on account of the Equity Shares held in the Company by the Purchaser.

10.3 The Purchaser shall be entitled, in its absolute discretion, to take such action as it may deem necessary to avoid, dispute, deny, resist, appeal, compromise or contest or settle any Claim (including without

Page 18 of 38

limitation, making claims or counterclaims against third parties).

10.4 Indemnification rights of the Purchaser under this Agreement are independent of, and in addition to, such other rights and remedies as the Purchaser may have at law or in equity or otherwise, including the right to seek specific performance, rescission, restitution or other injunctive relief, none of which rights or remedies shall be affected or diminished thereby.

11 CONFIDENTIALITY

11.1 The Parties undertake that they shall at all times keep confidential (and shall use best endeavours to procure that their respective employees and agents keep confidential) any Confidential Information which is in their possession or which they may acquire and shall not disclose such information except in their usual course of business.

11.2 The obligations of each of the Parties contained in the Clause 11 shall continue without limit in point of time, but shall cease to apply to any Confidential Information required to be disclosed by an order of a court or under law.

Provided, however, that, the Company and/or the Seller shall provide the Purchaser with prior written notice thereof so that the Purchaser may seek (with the cooperation and best efforts of the other Party(ies)) a protective order, confidential treatment or other appropriate remedy, and in any event shall furnish only that portion of the information which is reasonably necessary for the purpose at hand and shall exercise best efforts to obtain reliable assurance that confidential treatment will be accorded to such information to the extent reasonably requested by the Purchaser.

11.3 The Company shall not without the prior written consent of the Purchaser make any disclosure other than as required under law or by any stock exchange, in which case the disclosure will be made in compliance with provisions of Clause 11.2 above;

11.3.1 issue any press release or make any public announcement or advertise or otherwise publicize in any manner whatsoever, the existence or consummation of this Agreement except in their statutory disclosures and operational brochures; or

12 INTENT AND EFFECT OF THIS AGREEMENT

Page 19 of 38

12.1 The Company and/or the Seller shall not act in any matter that is prejudicial to the rights of the Purchaser under this Agreement and the Company and/or the Seller shall not act in any manner or do any deed or thing under this Agreement that would derogate or adversely affect the rights of the Purchaser hereunder.

12.2 Each Party undertakes to fully and promptly observe and comply with the provisions of this Agreement to the extent and effect that each and every provision thereof shall be enforceable by the Parties hereto inter se and in whatever capacity. In the event of any conflict between this Agreement and the Articles of Association of the Company, the provisions of this Agreement shall prevail as between the Purchaser and the Company.

13 COSTS AND EXPENSES

13.1 Other than the stamp duty charges to be paid on this Agreement, which shall be borne by the Purchaser, each Party shall bear its own costs and expenses incurred in relation to this Agreement and the Transaction proposed herein.

14 SUNSET CLAUSE

14.1 The rights stated in Clause 9 (Representations and Warranties), Clause 10 (Indemnification), Clause 11 (Confidentiality), Clause 15 (Notices) and Clause 17 (Governing Law, Jurisdiction and Dispute Resolution) shall survive termination of this Agreement.

15 NOTICES

15.1 Service of Notice . All notices or other communications to be given under this Agreement shall be made in writing and by letter or facsimile transmission (save as otherwise stated) and shall be deemed to be duly given or made when delivered (in the case of personal delivery), when despatched (in the case of facsimile transmission, provided that the sender has received a receipt indicating proper transmission and a hard copy of such notice or communication is forthwith sent by prepaid post to the relevant address set out below) or 10 (ten) days after being despatched in the post, postage prepaid, by the quickest mail available and by registered mail if available (in the case of a letter) to such Party at its address or facsimile number specified in Clause 15.2, or at such other address or facsimile number as such Party may hereafter specify for such purpose to the others by notice in writing.

15.2 Details for Notices . The details for notices for the purpose of this Agreement are as follows:

Page 20 of 38

The Company:

ABC Ltd

The Purchaser:

[●] [●] For the attention of: [●]

The Seller:

XYZ ltd

16 TERMINATION

16.1 This Agreement may be terminated forthwith on or prior to the Initial Closing as follows:

16.1.1 by the Purchaser in the event that the Initial Closing Date does not occur on or prior to _____________ or any other date as mutually decided by the parties.

16.1.2 by mutual written consent of the Purchaser and the Seller; or

16.1.3 by the Purchaser in the event of any breach of this Agreement on part of either the Company or the Seller; or by the Company or the Seller, in the event of a breach of this Agreement on part of the Purchaser.

16.2 This agreement shall stand terminated automatically in accordance with Clause 8 hereto in the No IPO Event.

16.3 The Party terminating this Agreement (in accordance with Sub-clause 16.1 above) shall do so by way of a written notice of such termination to the other Party(s) hereto. If this Agreement so terminates, it shall become null and void and have no further force or effect, except for the provisions that are intended to survive termination.

17 GOVERNING LAW, JURISDICTION AND DISPUTE RESOLUTION

Page 21 of 38

17.1 Governing Law . This Agreement shall be governed by, and construed in accordance with the laws of the Republic of India.

17.2 Jurisdiction . Subject to Clause 17.3, the competent courts in Mumbai, India shall have exclusive jurisdiction to settle any Dispute arising out of or in connection with this Agreement. The Parties agree that such courts are the appropriate and convenient court to settle any Dispute and accordingly no Party will argue to the contrary.

17.3 Dispute Resolution .

17.3.1 Any and all claims, disputes, questions or controversies involving any or all Parties arising out of or in connection with this Agreement, or the execution, interpretation, validity, performance, breach or termination hereof shall be first attempted to be resolved amicably through conciliation and negotiation between the Parties.

17.3.2 In case the dispute has not been resolved by the Parties within fifteen (15) calendar days of the arising of a dispute by conciliation and negotiation as mentioned above, the same shall be resolved by final and binding arbitration held in Mumbai in accordance with the Indian Arbitration and Conciliation Act, 1996 and the rules made there under. Each disputing Party shall appoint 1 (one) arbitrator and the two (2) arbitrators so appointed shall together shall select and appoint the third arbitrator; provided, however, that if the two (2) arbitrators so appointed are unable to appoint the third arbitrator by mutual consent or if the second arbitrator is not appointed within ten (10) days of the appointment of the first arbitrator, then the second arbitrator or the third arbitrator, as the case may be, shall be appointed in accordance with the rules under the Indian Arbitration and Conciliation Act, 1996. In connection with the arbitration proceedings, the disputing Parties hereby agree to cooperate in good faith with each other and the arbitral tribunal and to use their respective best efforts to respond promptly to any reasonable discovery demand made by such party and the arbitral tribunal.

17.3.3 All arbitration proceedings shall be conducted in the English language.

17.3.4 Except as otherwise required by law, the arbitration proceedings and the arbitration award shall not be made public without the joint consent of the disputing Parties and they shall maintain the confidentiality of such proceedings and the award.

17.3.5 Each disputing Party shall bear its respective costs incurred for arbitration, unless otherwise determined by the arbitral tribunal, and in case of common

Page 22 of 38

costs, the same shall be borne equally by the parties to the dispute.

17.3.6 All notices and other communications by any disputing Party to the other or by the arbitral tribunal to any such disputing Party in connection with the arbitration hereunder shall be in accordance with the provisions of Clause 15.

17.3.7 Each of the Parties expressly understands and agrees that the arbitration award shall be final, conclusive and binding upon the Parties.

18 MISCELLEANEOUS PROVISIONS

18.1 Not a Promoter . The Parties acknowledge and agree that the Purchaser is entering into the transaction hereunder merely as a purchaser of a minority shareholding in the Company and shall not acquire Control and management of the Company. The Company shall not classify the Purchaser as a 'promoter' of the Company for any reason whatsoever and the Purchase Shares shall also accordingly not be subject to any transfer restriction or lock-in conditions which are applicable to promoters under any applicable law; provided, however, that the foregoing understanding shall be without prejudice to any rights or privileges that the Parties have agreed the Purchaser is entitled to pursuant to its investment in the Company.

18.2 No Partnership or Agency . Nothing in this Agreement (or any of the arrangements contemplated by it) shall be deemed to constitute a partnership between the Parties, nor, except as may be expressly set out in it, constitute any Party as the agent of another Party for any purpose, or entitle any Party to commit or bind another Party in any manner.

18.3 Announcements . Subject to applicable securities laws and regulations, each Party hereto agrees that it shall make no written or other public disclosures regarding the transaction contemplated by this Agreement or regarding the Parties hereto, to any person without the prior written consent of the other Party, provided that disclosures to advisors, agents, banks, employees and representatives of the Parties hereto shall be permitted hereby. The Company and/or the Seller will not use or refer to the name of the Purchaser in any public statement or disclosure without the consent of the Purchaser (which consent shall not be unreasonably withheld), including any disclosures required to be made in the proposed draft Red Herring prospectus to be filed by the Company with regard to an initial public offering of its securities with the SEBI.

Page 23 of 38

18.4 Entire Agreement . This Agreement sets out the entire agreement and understanding between the Parties with respect to the subject matter of it. This Agreement supersedes all prior discussions and correspondence, which shall not have any further force or effect.

18.5 Amendments . This Agreement may be amended only by an instrument in writing signed by duly authorised representatives of each of the Parties.

18.6 Further Assurances . The Parties agree to do all such further and other things, execute and deliver all such additional documents, to give full effect to the terms of this Agreement. The Company and the Seller each undertakes that it will do or procure to be done all such further acts and things, execute or procure the execution of all such other documents and exercise all rights and powers, direct and indirect, available to it in relation to any Person so as to ensure the complete and punctual fulfilment, observance and performance of the provisions of this Agreement and generally that full effect is given to the provisions of this Agreement.

18.7 Assignment . No Party shall be entitled to, nor shall they purport to, assign, transfer, charge or otherwise deal with all or any of its rights and/or obligations under this Agreement nor grant, declare, create or dispose of any right or interest in it, in whole or in part provided, however, that the Purchaser shall be entitled to assign any or all of its rights and/or transfer any or all of its obligations hereunder to any of its Affiliates and/or any purchaser or prospective purchaser and for this purpose the other Parties to this Agreement shall without demur execute such instrument as may be requested by the Purchaser.

18.8 Change in Law . This Agreement is subject to any change/amendment of the applicable law from time to time. In case of any change in law that has an effect on the terms of this Agreement, the Parties are at liberty to review, and if deemed necessary amend and/or renegotiate in good faith so as to reflect the mutual commercial understanding between the Parties.

18.9 Severability . Each of the provisions and restrictions as set out in this Agreement is separate and distinct and is to be construed separately from the other such restrictions. The Company and the Seller each, acknowledges that it considers such provisions to be reasonable both individually and in aggregate and that the Purchase Price for the Purchase Shares as paid by the Purchaser adequately compensates the Seller. However, if any such restriction shall be found to be void or unenforceable, but would be valid or enforceable if some part of it were deleted or the period or area of application reduced, the Company and the Seller each, agrees that such restriction shall apply with such modifications as may be necessary to make it valid. If any provision of this Agreement is held to be invalid or

Page 24 of 38

unenforceable, it shall not invalidate the remaining provisions of this Agreement.

18.10 Waivers and Remedies . No failure or delay by the Parties in exercising any right or remedy provided by law under or pursuant to this Agreement shall impair such right or remedy or operate or be construed as a waiver or variation of it or preclude its exercise at any subsequent time and no single or partial exercise of any such right or remedy shall preclude any other or further exercise of it or the exercise of any other right or remedy. The rights and remedies of the Parties under or pursuant to this Agreement are cumulative, may be exercised as often as such Party considers appropriate and are in addition to its rights and remedies under general law.

18.11 Counterparts . This Agreement may be executed in any number of counterparts and by the Parties to it on separate counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument.

[INTENTIONALLY LEFT BLANK]

Page 25 of 38

IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives to execute this Agreement on the day and year first hereinabove written.

Witnessed by: XYZ LTD

Name:_____________________ By:____________________________Address:___________________

Witnessed by: ABC LTD

Name:_____________________ By:____________________________Address:___________________

Witnessed by: [●]

Name:_____________________ By:____________________________

Address:___________________ Name: Mr. [●]Title:

Page 26 of 38

ANNEXURE 1

PROMOTERS OF THE COMPANY

No. NAME OF THE PROMOTER

ADDRESS OF THE PROMOTER SHAREHOLDING IN THE COMPANY

1. XYZ ltd 2,50,50,000

Page 27 of 38

ANNEXURE 2

CAPITAL STRUCTURE OF THE COMPANY

Authorised Share Capital on the date of the Agreement

Rs.500 million consisting of 50,000,000 equity shares of a face value of Rs.10 each.

Issued and Paid-Up Shareholding Pattern as on 30 th June 2007:

Name Of the Allottee/Transferee No.Of Shares Face

Value(Rs)

Amount Paid -

up(Rs)

% Shareholding

Xyz (I) Ltd. 25,050,000 10 10 64.11

Part B

Issued and Paid-Up Shareholding Pattern immediately post Final Closing

Proposed Issued and Paid-Up Shareholding Pattern immediately post the Final Closing as per clause 5.5.2 hereinabove.

Name of Shareholders Number of Shares

Face value of holding

(Rs. Million)

Percentage

Page 28 of 38

 Total 100.00%

Page 29 of 38

ANNEXURE 3

WARRANTIES

I. Standard Representations and Warranties:

1. Organisation and Authority : The Company is a company limited by shares duly incorporated and validly existing under the laws of India and has the corporate power, and has obtained all necessary authority, to own its assets, conduct its business as presently conducted and to enter into, and comply with its obligations under this Agreement;

2. Validity : This Agreement has been, or will be, duly authorized and executed by the Company and constitutes, or will, when executed constitute, a valid and legally binding obligation of the Company, enforceable in accordance with its terms;

3. No Conflict : Neither the execution of this Agreement nor the compliance with its terms by the Company will conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute a default or require any consent under, any indenture, mortgage, agreement or other instrument or arrangement to which the Company is a party or by which it is bound, or violate any of the terms or provisions of the Company's Charter Documents or any Authorization, judgment, decree or order or any statute, rule or regulation applicable to the Company;

4. Status of Government Approvals : The Company has all Government Approvals (other than Government Approvals that are of a routine nature, are obtained in the ordinary course of business and the absence of which will not have any Material Adverse Effect on the Business) needed by the Company to conduct its Business and to comply with its obligations under, this Agreement, and all such Government Approvals and are in full force and effect;

5. No Amendments to Charter Documents : The Company's Charter Documents have not been amended since 10th June, 2006;

6. Authorised Share Capital : The authorised, issued and paid up share capital of the Company is as provided in Annexure 2 of the Agreement. The Equity Shares presently registered in the name of the Promoters are, fully paid-up and legally and beneficially owned by them, and there is no option, right to acquire, mortgage, charge, pledge, lien or other form of security or Encumbrance on, over or affecting these Equity Shares or any of them or any agreement or commitment to give or create any of the foregoing in respect of these Equity Shares, and the Promoters have not received notice of any claim by any Person to be entitled to any of the foregoing in respect of these Equity Shares. There is no outstanding subscription, option, warrant, puts, calls, privileges, commitments, convertible security, right or other agreement or commitment (other than this Agreement and ESOP (as

Page 30 of 38

set out in paragraph 7 below) obligating the Company to issue or buy-back any of its Equity Shares or securities convertible into its Equity Shares;

7. ESOP : The Company has granted options to its employees under the Employee Stock Option Scheme (ESOS) scheme and as on the date of this Agreement, 650,000 (six lakhs fifty thousand) options carrying the right to purchase to an equal number of Equity Shares are outstanding;

8. Shares duly authorised and freely transferable . The Purchase Shares are, and will be, in compliance with law. Upon Transfer of the Purchase Shares in favour of the Purchaser on the Final Closing Date, the Purchase Shares will rank pari passu with the other Equity Shares, the Purchaser will be the absolute legal and beneficial owners of 1,953,770 Equity Shares and the Purchaser will have a clear title thereto and will hold the Purchase Shares free and clear of all Encumbrances. After Final Closing Date, the Purchaser will have good right, full power and absolute authority to Transfer the Purchase Shares, free from any restriction in the Charter Documents or any third party claim or demand of any nature, subject to a lock in period, upon the Proposed IPO or the IPO (as the case may be) as per Securities and Exchange Board of India (Disclosure and Purchaser Protection) Guidelines, 2000;

9. No Immunity : Neither the Company nor any of its property or asset enjoys any right of immunity from set-off, suit or execution proceedings with respect to its assets or its obligations under this Agreement;

10. Financial Statements : The financial statements of the Company for the period ending on March 31, 2007 (the "Accounts"):

(i)give a true

and fair view of the financial condition of the Company as of the date as of which they were prepared and the results of the Company's operations during the period then ended; and

(ii)reserves,

if any, for such liabilities and all unrealized or anticipated liabilities and losses arising from commitments entered into by the Company (whether or not such commitments have been disclosed in such financial statements);

11. Management Accounts : The management accounts of the Company have been prepared with due care and attention in accordance with accounting principles used by the Company in the course of preparing management accounts for the Company during the two year period ending on the date of this Agreement and on a basis consistent with that used in preparing the Accounts;

12. Taxes : The Company has duly filed all tax returns and reports of the Company required by law to be filed and all Taxes, obligations, fees and other governmental charges upon the Company, or its properties, or its

Page 31 of 38

income or assets, which are due and payable or to be withheld, have been paid or withheld, other than those presently payable without penalty or interest;

13. Litigation : The Company is not engaged in nor, to the best of its knowledge after due inquiry, threatened by, any litigation, arbitration, investigations or administrative proceedings that, if decided adversely, can be expected to have a Material Adverse Effect nor aware of any circumstances that may give rise to such litigation, arbitration or administrative proceedings;

14. Compliance with Law : The Company has conducted its business and corporate affairs in accordance with the Charter Documents and in accordance with all laws and in full compliance with all the terms and conditions of all Governmental Approvals. The Company is not in default of any law and has not received any notice or other communication alleging any such default;

15. Insurance : The Company has obtained all insurance policies that it is required to obtain under any contracts or agreements with third Persons. The Company’s insurance policies are in full force and effect and there are no circumstances, which might lead to any liability under such insurance policy being avoided by the insurers or the premiums being increased. No claim is outstanding by the Company under any such policy of insurance and there are no circumstances likely to give rise to such a claim;

16. All material facts disclosed . There are no facts or circumstances relating to the affairs of the Company having, or likely to lead to, a Materially Adverse Affect which has not been disclosed to the Purchaser which might reasonably have been expected to influence the decision of the Purchaser to enter into this Agreement.

II Operational Representations:

17. No Judgement Restricting the Company's Business : There are no actions, suits, claims, proceedings or investigations pending or threatened against or by the Company, in equity or otherwise, and whether civil or criminal in nature in, before, or by, any court, commission, arbitrator or other Government Authority, and there are no outstanding judgments, decrees, orders or awards of any such court, commission, arbitrator or other Governmental Authority that, in the case of any of the above, individually or in the aggregate, could be expected to have a Material Adverse Effect on the Company and its Business, or that seek to prevent, restrict or delay consummation of the transactions contemplated by this Agreement.

18. No Affiliate transaction : Except as set out in two (2) agreements between the Company and XYZ ltd both effective 14 October 2006 and relating to software upgrades and modifications in the one case and option software in the other case , neither the Promoters nor any Promoters' Affiliates is or has at any time been a party to or interested in (directly or indirectly including by the provision of any security by or in favour of or for securing obligations of the Company) any agreement or arrangement in any way

Page 32 of 38

relating to the Company or its activities, including, without limitation, any agreement or arrangement for the provision of finance, goods, services or other facilities to or by the Company or ownership of any property or assets used by the Company, nor are any amounts owed to or receivable from (whether contingently or otherwise) the Company by the Founder or any Founder Affiliates and no contracts or arrangements, whether entered into during the past three years or otherwise, are currently pending. So far as the Company is aware, having made all reasonable enquiries, no Founder or any Founder Affiliate is, at the date of this Agreement, either individually or with any other person or persons (a) engaged or concerned or interested (and whether by a holding of shares or otherwise) in any other business transacted with the Company. No amounts or obligations are currently owed or outstanding between the Company and the Promoters.

19. Title to Assets and Permitted Liens : Except as expressly disclosed in the notes to the Accounts and as set out in the Disclosure Schedule, the Company has good and marketable title to all its properties, including, the assets which are reflected in the Accounts or acquired by it after March 31, 2005 and the Intellectual Property Rights owned and used by the Company, free and clear of any Encumbrance (except as expressly disclosed in the notes to the Financial Statements). Except as set out in the Disclosure Schedule, no Person has or claims any Encumbrance in or over any of the assets of the Company or any relevant deeds or documents.

20. Books And Records complete : All statutory books, statutory registers and minutes books of the Company are complete in all respects and have been kept properly and in compliance with law and no notice or allegation that any of them is incorrect or should be rectified has been received. All such statutory books, statutory registers and minutes’ books are in the possession or under the control of the Company.

21. Contracts Enforceable : Each agreement or arrangement to which the Company is a party has been duly authorised, executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against it in accordance with its terms. No agreement or arrangement to which the Company is a party is invalid or ultra vires and there are no grounds for rescission, breach, avoidance or repudiation of any agreement or arrangement to which the Company is a party. The Company is not in default of the performance, observance or fulfilment of any of its obligations, covenants or conditions contained in any of agreement or arrangement to which it is a party.

22. Labour Matters : The Company has been and is in material compliance with all laws relating to employment and employment practices, labor relations, immigration, and the Company has been in compliance with the terms and conditions of employment contracts. Apart from the employee benefits disclosed in the Disclosure Schedule, and as set out in the sample employment letter and human resources manuals provided to the Purchaser, there are no other benefits that are being provided to the employees including deferred compensation agreement, incentive plan, profit sharing plan, retirement agreement or other employee compensation agreement. The Company has no collective bargaining agreements, arrangements and

Page 33 of 38

other similar understanding with any trade union, staff association or other body representing the employees of the Company and no labour union has requested or sought to represent any employees, representatives or agents of the Company. There has been and is no strike or other labour dispute involving the Company nor is such strike or similar action pending, nor to the Promoters' knowledge, threatened.

23. Complete Disclosure : All representations, warranties, information, documents or statements relating to or provided by the Company to the Purchaser are true, accurate, complete and correct in all respects. All information and documents material to the affairs of the Company or the proposed purchase of the Purchase Shares have been disclosed to the Purchaser and the Company has not omitted to disclose any matter the omission of which makes any of such representations and warranties misleading.

Page 34 of 38