investment manager: esl securities limited sponsor

Investment Manager: ESL Securities Limited

Sponsor: Edelweiss Securities Ltd

Note : EDELWEISS CROSSOVER OPPORTUNITIES FUND - SERIES III is a scheme of Edelweiss Private Investments Trust registered with Securities and Exchange Board of India as a Category II (Alternative Investment

Fund) with Registration Number IN/AIF2/20-21/0858 dated 08-Feb-2021

Fi rs t Ap p l i c a n t Na m eFi rs t Ap p l i c a n t Na m e MANGESH CHAND RAK ANT GHAD IMANGESH CHAND RAK ANT GHAD I

Se c o n d Ap p l i c a n t Na m eSe c o n d Ap p l i c a n t Na m e

Na m e o f t h e D i s t r i b u t o rNa m e o f t h e D i s t r i b u t o r ED EL W EI SS P W M ED EL W EI SS P W M

ARNARN ARN-1 0 4 0 9 5ARN-1 0 4 0 9 5

D i s t r i b u t o r Re l a t i o n s h i p Ma n a ge r Na m eD i s t r i b u t o r Re l a t i o n s h i p Ma n a ge r Na m e RANABI R CHAUD HURI RANABI R CHAUD HURI

D i s t r i b u t o r Re l a t i o n s h i p Ma n a ge r Em a i l I DD i s t r i b u t o r Re l a t i o n s h i p Ma n a ge r Em a i l I D RANABI R. CHAUD HURI @ ED EL W EI SSFI N. COM RANABI R. CHAUD HURI @ ED EL W EI SSFI N. COM

D i s t r i b u t o r Se rv i c e Ma n a ge r Em a i l I DD i s t r i b u t o r Se rv i c e Ma n a ge r Em a i l I D AMI T. GHAD I @ ED EL W EI SSFI N. COM AMI T. GHAD I @ ED EL W EI SSFI N. COM

I M Re l a t i o n s h i p Ma n a ge rI M Re l a t i o n s h i p Ma n a ge r AMI T GHAD I AMI T GHAD I

1

SR No Name of the Document Page No.

1 CHECK LIST: INDIVIDUAL & NON INDIVIDUAL INVESTORS 1

2 KYC APPLICATION FORM: INDIVIDUAL (FIRST HOLDER) 2

3 KYC APPLICATION FORM: INDIVIDUAL (SECOND HOLDER) 4

4 FATCA & CRS DECLARATION (INDIVIDUAL INVESTOR) 6

5 NOMINATION FORM (INDIVIDUAL INVESTOR) 6

6 ANNEXURE B 8

7 ADDITIONAL INFORMATION (INDIVIDUAL & NON INDIVIDUAL INVESTORS) 8

8 CONTRIBUTION AGREEMENT 10

9 CKYC: INSTRUCTIONS / CHECK LIST / GUIDELINES 50

10 CKYC: LIST OF STATE & COUNTRY CODES 51

11 FATCA/CRS INSTRUCTIONS & DEFINITIONS 52

FUNDING VIA CHEQUE/RTGS

INDEX

COMMON FUNDING DETAILS

Yes Bank

Cheque in favour of/ Beneficiary Name Edelweiss Crossover Opportunities Fund – Series III - Collection Account

Bank Name Yes Bank

Bank Account Number ECOFND

IFSC Code YESB0CMSNOC

Bank Branch Address CMS National Operating Centre MMR, YES BANK Tower IFC2, 8th Floor, SB Marg, Elphinstone, Mumbai 400013

CHECK LIST* Individual

CKYC Registered Individual Investor Copies

1 Subscription Booklet 1

2 CKYC Number on Application form 1

3 PAN : Self Attested - All Applicants 1

4 Cancel Cheque Copy (Photocopy is acceptable) 1

5 Investment Cheque / RTGS Copy 1

Non - CKYC Registered Individual Investor Copies


2 PAN : Self Attested - All Applicants 1

3 Proof of Identity & Address : Self - Attested - All Applicants 1



* Non-Individual

HUF : KRA Compliant Copies


2 Latest KRA Registered Copy 1

3 PAN : HUF & Karta 1



CORPORATE/PARTNERSHIP/LLP/TRUST : KRA Compliant Copies


2 Latest KRA Registered Copy 1

3 PAN : Attested - Corporate / Partnership Firm / LLP / Trust 1

4 Board Resolution - for Investment in AIF (as per format only) 1

5 List of Authorised Signatories (as per format only) 1

6 Shareholding pattern (as per format only) & KYC of UBO 1


HUF : NON KRA Compliant Copies


2 CVL - KRA Non Individual Form 1

3 PAN : HUF & Karta 1

4 Address Proof : HU F & Karta 1

5 List of Co-parceners/Deed of declaration of HUF 1



CORPORATE/PARTNERSHIP/LLP/TRUST : NON KRA Compliant Copies


2 CVL - KRA Non Individual Form 1

3 PAN : Attested - Corporate / Partnership Firm / LLP / Trust 1

4 Address Proof - Corporate / Partnership Firm / LLP / Trust 1

5 PAN - Authorised Signatories / Directors/Partners/ Trustees 1

6 Address Proof - Authorised Signatories / Directors/Partners/ Trustees 1

7 Board Resolution - for Investment in AIF (as per format only) 1

8 Board Resolution - for CVL-KRA (as per format only) 1

9 List of Authorised Signatories (as per format only) 1

10 Shareholding pattern (as per format only) & KYC of UBO 1

11 List of Directors/Partners/Trustees 1

12 MoA-AoA/Partnership Deed/Trust Deed 1

13 Certificate of Incorporation/Registration 1

14 Balance Sheet for latest 2 financial years 1



✔ New ✔ Update

✔ Normal ✔ Aadhar OTP Based E-KYC (In Non-Face To Face Mode)

✔ M-Male ✔ F-Female ✔ T-Transgender

Line 2 SINDHI CAMP CHEMBUR

Line 3 City/Town/Village* MUMBAI

District* MUMBAI SUBURBAN Pin/Post Code* 400074

State/U.T. Code* MH Country Code* IN

Line 1* ROOM NO.201, PARIVARTAN CHS,

Line 2 SINDHI CAMP CHEMBUR

Line 3 City/Town/Village* MUMBAI

District* MUMBAI SUBURBAN Pin/Post Code* 400074

State/U.T. Code* MH Country Code* IN

For office use only Application Type*

(To be filled by financial institution) KYC Number 123456 (Mandatory for KYC update request)

Account Type*

1. PERSONAL DETAILS (Please refer instruction A at the end)

PREFIX FIRST NAME MIDDLE NAME LAST NAME

Name* (Same as ID proof) MR MANGESH CHANDRAKANT GHADI

Maiden Name

Father*/Spouse Name MR CHANDRAKANT GANESH GHADI

Mother Name MRS VEENA CHANDRAKANT GHADI

Date of Birth* 17/10/1988

Gender*

PAN* AAAAP9876A

2. PROOF OF IDENTITY AND ADDRESS* (Please refer instruction B at the end)

{Certified copy of OVD or equivalent e-document of OVD or OVD obtained through digital KYC process needs to be submitted (anyone of the following OVDs)

✔ A - Passport Number .

✔ B - Voter ID Card .

✔ C - Driving Licence

✔ D - NREGA Job Card

✔ E - National Population Register Letter

✔ F - Proof Of Possession Of Aadhar XXXXXXXX1234

II✔ E-KYC Authentication

123456

III✔ Offline Verification Of Aadhaar

XXXXXXXX1234

Address

Line 1* ROOM NO.201, PARIVARTAN CHS,

3. CURRENT ADDRESS DETAILS (Please refer instruction B at the end)

✔ Same As Above Mentioned Address (In Such Cases Address Details As Below Need Not Be Provided)

✔ A - Passport Number .

✔ B - Voter ID Card .

✔ C - Driving Licence

✔ D - NREGA Job Card

✔ E - National Population Register Letter

✔ F - Proof Of Possession Of Aadhar XXXXXXXX1234

II✔ E-KYC Authentication

123456

III✔ Offline Verification Of Aadhaar

XXXXXXXX1234

IV✔ Deemed Proof Of Address - Document Type Code

Address

✔ Resident Individual ✔ Non-Resident Individual✔ Foreign National ✔ Person Of Indian Origin

Date 02/03/2021 Place

Signature / Thumb Impression Of Applicant

4. CONTACT DETAILS (All communications will be sent to Mobile number/Email-ID provided) (Please refer instruction C at the end)

Tel. Off. Tel (Res)

Fax Mobile 8876890987

Email ID [email protected]

5. RESIDENTIAL STATUS

6. APPLICATION DECLARATION

• I/We certify that I/we have read and understood the contents of the Private Placement Memorandum (PPM) provided by ESL Securities Limited (ESLSL) and that this document was provided to me/us atleast two days prior to receiving the Subscription Agreement. • I/We hereby apply for units of the Scheme(s) of ESLSL and agree to abide by the Terms and Conditions of the PPM and the ContributionAgreement and the Rules and Regulations governing the Scheme(s) as amended from time to time. • I/We am/are eligible Investor(s) as per the scheme related documents and not prohibited by anyorder/ruling /judgement passed by SEBI/ Statutory Authority or Courts in India and Foreign laws. I am/We are authorised to make this investment as per the Constitutive documents/ authorization(s). I/Wehereby declare that the amount invested in the Scheme(s) is through legitimate sources only and is not designed for the purpose of the contravention of any Act, Rules, Regulations of the provisions of theIncome Tax Act, Anti Money Laundering Laws, Anti Corruption Laws or any applicable laws enacted by the Government of India from time to time. • The information given by me /us in or along with thisapplication form is true and correct and shall furnish such other further/additional information as may be required by ESLSL. I/We undertake to promptly inform ESLSL/Registrars and Transfer Agent (RTA) inwriting about any change in the information furnished by me/us from time to time. • I/We hereby authorize ESLSL to disclose, share, remit in any form/manner/mode the above information and/or any part ofit including the changes/updates that may be provided by me/us to the Fund, its Sponsor/s, Trustees, Investment Manager, its employees, agents and third party service providers, SEBI registeredintermediaries for single updation/ submission, any Indian or foreign statutory, regulatory, judicial, quasijudicial authorities/agencies including but not limited to Financial Intelligence Unit-India (FIU-IND)etc. without any intimation/advice to me/us. • I/We shall be liable and responsible for any loss, claims suffered, directly or indirectly by ESLSL/Scheme/ RTA/ SEBI Intermediaries, arising out of any false,misleading, inaccurate and incomplete information furnished by me/us at the time or investing/redeeming the units. I/We hereby unconditionally and irrevocably indemnify and at all time keep indemnified,save and harmless ESLSL/Scheme/Trustee and their officers, directors and employees against all actions, proceedings, claims, losses, damages, charges and expenses incurred or suffered /paid byESLSL/Scheme in this regard and in case of any dispute regarding the eligibility, validity and authorization of my/our transactions. •I hereby agree that ESLSL is authorized to use the information provided byme/us above for communication with me/us for any information via SMS, email or through any other mode of communication from time to time, and I hereby consent to receiving information from CentralKYC Registry through SMS/Email on the above registered number / email address. • I/We hereby give our consent for sharing the information and documents with the associate / affiliate / group entitiesincluding the service providers performing delegated outsourced function to enable them to perform internal business Processes (which facilitate transactions) such as risk management purposes, dataanalysis, audits etc. • I/We hereby authorise ESLSL to capture my/our, current / permanent / overseas /correspondence / local address from my/our existing CKYC records or as and when the same is updatedby me/us. • Signatures by the Authorized Signatories are as per mode of operation stated in the Board Resolution provided to ESLSL

7. ATTESTATION / FOR OFFICE USE ONLY

Document Received ✔ Certified Copies

✔ E-KYC Data Received From UIDAI

✔ Data Received From Offline Verification

✔ Digital KYC Process

✔ Equivalent E-Document

✔ Video Based KYC

KYC verification carried out by Edelweiss Crossover Opportunities Fund – Series III

Date 0 2 / 0 3 / 2 0 2 1

Emp Name AMIT GHADI

Emp Code 13579

EmpDesignation

CXO

Emp Branch MUMBAI

Employee Signature

Name EDELWEISS CROSSOVER OPPORTUNITIES FUND – SERIES III

Code

Stamp

FATCA & CRS DECLARATION

First Holder Second Holder

1 Name of Account Holder MANGESH CHANDRAKANT GHADI

2 Tax residence declaration

✔ I Am A Tax Resident Of India And Not Resident Of Any Other CountryOR

✔ I Am A Tax Resident Of Other Countries Mentioned In The Table Below

✔ I Am A Tax Resident Of India And Not Resident Of Any Other CountryOR

✔ I Am A Tax Resident Of Other Countries Mentioned In The Table Below

Please indicate all the countries in which you are a resident for tax purposes and the associated Tax ID Number below:

Sr. No. Country Tax Identification Number % Identification Type(TIN or Other %", please specify)

1

2

3

# To also include USA, where the individual is a citizen/ green card holder of USA.

% In case Tax Identification Number is not available, kindly provide functional equivalent $

CERTIFICATION

I/We have understood the information requirements of this Form (read along With the FATCA/CRS Instructions) and hereby confirm that the information provided by me/us on this Form is true, correct, and

complete. l/We also confirm that l/We have read and understood the FATCA CRS Terms and Conditions below and hereby accept the same.

l/We hereby give my/our consent for sharing FATCA / CRS information relating to my/our investments with Edelweiss group with the following entity : ESL Securities Limited

NOMINATION DETAILS

✔ I/We Wish To Nominate (Below Details Are Mandatory). ✔ I/We Do Not Wish To Nominate.

To,

Trustees,

Edelweiss Crossover Opportunities Fund – Series III

ESL Securities Limited (Investment Manager)

I/We the holders of units in Edelweiss Crossover Opportunities Fund – Series III wish to make a nomination and do hereby nominate the following person(s) in whom all rights of transfer and/or amount

payable in respect of units shall vest in the event of my / our death.

First Holder MANGESH CHANDRAKANT GHADI

Second Holder

Nominee Details Nominee 1 Details Nominee 2 Details

Name CHANDRAKANT GANESH GHADI

Address ROOM NO.201, PARIVARTAN CHS,SINDHI CAMP,CHEMBUR, MUMBAI, MH, IN, 400074

Date of Birth 01/01/1964

Allocation 100% In Words One Hundred Percent -% In Words ----------

✔ Tick If Nominee Is Minor

Name of Guardian Relationship with the Minor

Address of the Guardian

Signature of Guardian(Mandatory)

FIRST HOLDER SECOND HOLDER

Signature

Date & Place 02/03/2021

FATCA-CRS INSTRUCTIONS

If you have any questions about your tax residency, please contact your tax advisor.If you are a US citizen or resident or green card holder, please include United States in the foreign country information

field along with your US Tax Identification Number.

It is mandatory to supply a TIN or functional equivalent if the country in which you are tax resident issues such identifiers. If no TIN is yet available or has not yet been issued, please provide an explanation

and attach this to the form.

The Central Board of Direct Taxes has notified Rules 114F to 114H, as part of the Income-tax Rules, 1962, which Rules require Indian financial institutions such as the Bank to seek additional personal, tax and

beneficial owner information & certain certifications and documentation from all our account holders. In relevant cases, information will have to be reported to tax authorities/appointed agencies. Towards

compliance, also be required to provide information to any institutions such as withholding agents we may for the purpose of ensuring appropriate withholding from the account/any proceeds in relation

thereto. Should there be any change in any information provided by you, please ensure you advise us promptly, i.e., within 30 days. Please note that you may receive more than one request for information if

you have multiple relationships with ESL Securities Limited. Therefore, it is important that you respond to our request, even if you believe you have already supplied any previously requested information.

In case customer has the following Indicia pertaining to a foreign country and yet declares self to be non-tax resident in the respective country, customer to provide relevant Curing Documents as mentioned

below:

FACTA-CRS Indicia observed (ticked)

Documentation required for Cure of FACTA-CRS Indicia

U.S. place of birth

Self-certification that the account holder is neither a citizen of United States of America nor a resident for tax purposes;

Non-US passport or any non-US government issued document evidencing nationality or citizenship (refer list below); AND

Any one of the following documents:1. C ertified Copy of Certificate of Loss of Nationality or

2. Reasonable explanation of why the customer does not have such a certificate despite renouncing US citizenship; or Reason the customer did not obtain U.S. citizenship at birth

Residence/mailing address in a country other than India

Self-certification that the account holder is neither a citizen of United States of America nor a tax resident of any country other than India; and Documentary evidence (refer list below)

Telephone number in a country other than India

If no Indian telephone number is provided

Self-certification that the account holder is neither a citizen of United States of America nor a tax resident of any country other than India; and Documentary evidence (refer list below)

If Indian telephone number is provided along with a foreign country telephone number

Self-certification that the account holder is neither a citizen of United States of America nor a tax resident for tax purposes of any country other than India; OR

Documentary evidence (refer list below)

Standing instructions to transfer funds to an account maintained in a country other than India (other than depository accounts) Self-certification that the account holder is neither a citizen of United

States of America nor a tax resident

of any country other than India; and Documentary evidence (refer list below)

List of acceptable documentary evidence needed to establish the residence(s) for tax purposes:

1. Certificate of residence issued by an authorized government body*

2. Valid identification issued by an authorized government body* (e.g. passport, National Identity card, etc.)

* Government or agency thereof or a municipality of the country or territory in which the payee claims to be a resident

NOMINEE INSTRUCTIONS

1. Who can nominate - The Nomination can be made only by INDIVIDUALS applying / holding beneficial interest in the Trust an their own behalf. Non-individualsincluding society, trust, company, body corporate, partnership firm, Karta Of Hindu Undivided Family, holder Of Power Of attorney cannot nominate. If thesecurities are held jointly, All joint holders MUST sign the Nomination Form.

2. Minor as nominee - A minor can be nominated by the Contributor provided details of guardian are provided.3. Transfer - This Nomination shall stand rescinded upon transfer / assignment of the beneficial Interest. A new Nomination Form will have to be filled by the

new contributor in whose name(s) the beneficial interest has been transferred / transposed / transmitted / assigned,4. Valid Discharge - Transfer Of the beneficial interest in favour Of a nominee and distributions (as contemplated in the Contribution Agreement) to the

nominee shall be valid discharge by the Trust / Trustee / Investment Manager, against the legal heir of the Contributor.5. Rejection - An incomplete nominaton form, not setting out required particulars and / or not accompanied with required documents shall be rejected by the

Investment Manager. In such an event, no nominee of such Contributor shall be recognized by the Trust, unless a fresh valid nomination is made.6. Change of Nomination - The Contributor(s) can override (delete or change) an earlier nomination by executing a fresh Nomination Form and submitting the

same the Investment Manager, In such an event, the earlier nomination Will automatically stand cancelled.7. Registration - Upon satisfactory completion Of nomination formalities, the nomination shall be taken on record by the Investment Manager and dub/ noted

into the Register of Contributors.8. Accruals and Acquisitions - Once a nomination is registered by the Investment Manager with respect to the beneficial interest of the Contributor, the same

is valid for all future accruals and acquisitions made by the Contributor unless notified to the contrary by the Contributor. The accruals could be in the formOf Distributions and Other entitlements under this Agreement

9. Validity Of Nomination - Nomination made through this Form Will be considered valid and recognized by Investment Manager if nomination made by theContributor is registered with the Investment Manager before the death of the Contributor.

10. Entitlement of Nominee - The nominee will be entitled to all the rights in the beneficial interest of the Contributor in the Trust only in the event of the deathof the sole/a II joint holders in the account. The nominee will be required to approach the Investment Ma nager for transmitting the beneficial interest in his/ her name and Will be required to produce the death certificate Of the Contributor, the Statement Of Holding issued bv the Trust and proof Of identity asrequired by the Investment Manager. The Investment Manager shall be entitled to ask for such additional information from the nominee as may be requiredunder the anti-money laundering legislation.

11. Date of Execution - Kindly note that nomination being a legal document should be DATED by the nominator and the WITNESSES certifying that the Form hasbeen signed by the nominator in their presence, Furthermore the date of execution on the Form should match with the date of witnesses, witnessing thedocument.

Related person Type* ✔ Guardian Of Minor ✔ Assignee ✔ Authorized Representative

✔ Single ✔ Joint ✔ Anyone Or Survivor

✔ Husband - Wife ✔ Father - Son ✔ Father - Daughter ✔ Mother - Son ✔ Mother - Daughter

ANNEXURE B1 (IF THERE IS AN ADDITIONAL GUARDIAN/POWER OF ATTORNEY HOLDER / RELATED PERSON)

1) DETAILS OF RELATED PERSONS (PLEASE SEE INSTRUCTION G AT THE END)

✔ Addition Of Related Person✔ Deletion Of Related Person

KYC Number of Related Person (if applicable*)

Name

(If KYC number and name are provided, below details Of section 1 are optional)

Proof of Identity[POI] of Related Person* (PLEASE SEE INSTRUCTION H AT THE END)

✔ A - Passport Number Passport Expiry Date / /

✔ B - Voter ID Card

✔ C -PAN Card

✔ D - Driving Licence Driving Licence Expiry Date / /

✔ E - UID (Aadhaar)

✔ F - NREGA Job Card

✔ Z - Others

(any document notified by the central government)

Identification Number

✔ S - Simplified Measures Account - Document Type Code Identification Number

2. APPLICANT DECLARATION

* I hereby declare that the details furnished above are true and correct to the best of my knowledge and belief and I undertake to inform you of any changes therein, immediately. In case any of the aboveinformation is found to be false or untrue or misleading or misrepresenting, I am aware that may be held liable for it.

Date / /

Signature /Thumb ImpressionPlace

ADDITIONAL INFORMATION (MANDATORY FOR INDIVIDUALS & NON INDIVIDUALS)

Holding Mode (For Individual Investors only)

Relation Between First - Second Holder (For Individual Investors only)

Annual Income (For Non Individual & Non Individual Investors)

First Applicant ✔✔ B elo w 1 L akhB elo w 1 L akh ✔✔ 1 - 2 5 L akh1 - 2 5 L akh ✔✔ 2 5 L akh - 1 C ro re2 5 L akh - 1 C ro re ✔✔ 1 - 5 C ro re1 - 5 C ro re ✔✔ M o re Th an 1 0 C ro reM o re Th an 1 0 C ro re

Second Applicant ✔✔ B elo w 1 L akh B elo w 1 L akh ✔✔ 1 - 2 5 L akh1 - 2 5 L akh ✔✔ 2 5 L akh - 1 C ro re2 5 L akh - 1 C ro re ✔✔ 1 - 5 C ro re1 - 5 C ro re ✔✔ M o re Th an 1 0 C ro reM o re Th an 1 0 C ro re

OR

Net Worth

First Applicant Second Applicant

BeneficiaryName

MANGESH GHADI

Bank Name STATE BANK OF INDIA

Bank AccountNO

123456781234

Account Type SAVINGS

IFSC code SBIN0000564

MICR code 400002050

Branch Address RCF POST OFFICE, MAHUL ROAD, CHEMBUR, MUMBAI 400 074

InvestmentAmount

10000000

Mode ofFunding

✔ Cheque ✔ RTGS Cheque / RTGS No. 123456 Account Type SAVINGS

Branch Address STATE BANK OF INDIA RCF POST OFFICE, MAHUL ROAD, CHEMBUR, MUMBAI 400 074

Employee Edelweiss ✔ Yes ✔ No If Yes, please mention LOB _____________________

Dependent on Employee ofEdelweiss

✔ Yes ✔ No If Yes, please mention LOB _____________________

Politically Exposed Person (PEP) ✔ Yes ✔ No Related to PoliticallyExposed Person

✔ Yes ✔ No

Bank Details (For Individual Investors)

Funding details

Designated Employee Details

PEP Declaration

CONTRIBUTION AGREEMENT

This Contribution Agreement (hereinafter referred to as this “Agreement”) is executed on this______________ day of _____________ 20____

BY AND BETWEEN:

1.

Vistra ITCL (India) Limited, a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at IL&FS

Financial Centre, Plot No. C22, G Block, Bandra Kurla Complex, Bandra East, Mumbai – 400051, (hereinafter referred to as the “Trustee” which

expression shall, unless it be repugnant to or inconsistent with the context or meaning thereof, be deemed to mean and include its successors and

permitted assigns) acting through its office at Vistra ITCL (India) Limited, Door No. 6-3-252/2, Cabin No. 106, 1st Floor, Workafella Business Centre,

Banjara Hills Main Rd, Erram Manzil, Mada Manzil, Banjara Hills, Hyderabad,in its capacity as the trustee of the Edelweiss Private Investments

Trust(hereinafter referred to as the “Trust”), of the FIRST PART;

2.

ESL Securities Limited, a company established under the provisions of the Companies Act, 2013 and having its registered office at Edelweiss House,

Off. C.S.T. Road, Kalina, Mumbai - 400 098, (hereinafter referred to as the “Investment Manager” which expression shall, unless repugnant to or

inconsistent with the contextor meaning thereof, be deemed to mean and include its successors and permitted assigns), of the SECOND PART; and

3.

The beneficiary whose name and details are given in First Schedulehereto (hereinafter referred to as the “Contributor” / “Joint Contributors” which

expression shall unless it be repugnant to the context or meaning thereof be deemed to mean and include, when the Contributor is (a) an

individual, his or her heirs, executors, administrators and permitted assigns; (b) a limited liability partnership (“LLP”) or a partnership firm, the

partner or partners for the time being of the LLP or partnership firm, the survivor or survivors of them and the heirs, executors and administrators of

the last survivor, his/her/their permitted assigns; (c) a company, its successors and permitted assigns; (d) a corporate including its successors and

permitted assigns and all members and their respective heirs, executors, administrators and permitted assigns; or(e) a trustee on behalf of a trust,

its successors and permitted assignsof the THIRD PART;

In this Agreement, unless the context otherwise requires, the Trustee, Investment Manager and the Contributor shall hereinafter be jointly referred to as

the “Parties”, and severally as the “Party”.

WHEREAS:

1. By the Deed (as defined hereinbelow), the Trustee has been appointed by the Settlor (as defined hereinbelow) to act as a trustee to the Trust.

2.Under the Investment Management Agreement (as defined hereinbelow), the Trustee has appointed the Investment Manager and has delegated its

powers, duties, rights and obligations in relation to the management and administration of the Trust to the Investment Manager.

3.The Trust is a Category II Alternative Investment Fund (“Category II AIF”) registered with the Securities and Exchange Board of India (“SEBI”) vide

registration numberIN/AIF2/20-21/0858, under the AIF Regulations.

4.The Edelweiss Crossover Opportunities Fund – Series III (“Fund”), a scheme of the Trust, would, inter alia, be invested into by under Applicable

Laws), including but not limited to any domestic and offshore investors, as provided in the Memorandum.

5.

The Trustee has, pursuant to the powers granted to it underthe Deed, floated the Fundas a scheme of the Trust, and is offering through private

placement, Units (as defined hereinbelow)for subscription, Capital Commitments of up toINR 1500 crores (Indian Rupees One Thousand Five

Hundred Crores) with a green shoe option, exercisable at the discretion of the Investment Manager, of up to INR 1500 crores (Indian Rupees One

Thousand Five Hundred Crores), totalling to INR 3000 crores (Indian Rupees Three Thousand Crores), of its Class A1 Units, Class A2 Units, Class A3

Units, Class A4 Units, Class B1 Units, Class B2 Units, Class B3 Units, Class B4 Units, and Class C Units.

6.

The Fund propose to carry on the activities of a Category II AIF under the AIF Regulations. The investment objective of the Fund is to generate long

term capital appreciation for investors by primarily investing in a portfolio of equity and equity related securities of listed and unlisted companies.

The Fund may invest a part or its entire corpus in equity and equity related securities. The Fund may also invest in companies incorporated outside

India as permitted under the AIF Regulations. Additionally, in certain circumstances, other instruments such as fixed income securities, preference

shares, debentures, market linked debentures, warrants, conditional / convertible debentures, and other instruments (whether convertible or

otherwise) may also be used for investments by the Fund at the discretion of the Investment Manager. The primary purpose of investing into fixed

income securities shall be for temporary deployment of surplus funds as Temporary Investments.Further, the Fund may engage in hedging, subject

to guidelines as specified by SEBI from time to time and as permitted under the AIF Regulations

7.

The Investment Manageron behalf of the Trustee has issued the Memorandum (as defined hereinbelow) and the Contributor having read and

understood the same has unconditionally agreed to contribute to the Fund, on such terms and conditions as specified in the Memorandum, the

Deed and this Agreement and subscribe to such Units of the Fundas mentioned in the First Schedule.

NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:

1. Definitions

1.1 In this Agreement, the following terms shall have the meanings as hereinafter set forth:

1.1.1“Additional Return” means the distributions made to the holders of Class C Units, in proportion to the number of Units held by such Class C

Unitholders,, in accordance with the Memorandum.

1.1.2 “Additional Unitholder” shall have the meaning assigned to it in Clause 2.6.2.

1.1.3

“Affiliates” means in relation to any Person, any entity that controls, is controlled by, or is under common control with such Person, either directly

or indirectly. For the purposes of this definition, “control” of a Person means the power, either directly or indirectly, (i) to nominate for appointment

the majority of the directors on the board of directors (or an analogous governing body in case the Person is not a company) of that Person; or (ii) to

direct or cause the direction of the management and policies, or investment decisions (by contract or otherwise), of such Person.

1.1.4

“Agreement” means this Contribution Agreement as originally executed on the date mentioned above, by and between the Contributor, the Trustee

and the Investment Manager and as amended, modified, supplemented or restated in writing from time to time, together with all Annexures,

Schedules and Exhibits, if any, to regulate the acceptance of Capital Contributions and the disbursal of the income earned thereon.

1.1.5

“AIF(s)” means an alternative investment fund registered with SEBI under the AIF Regulations, as amended from time to time, or any reenactment

or modification thereof for the time being in force, including all guidelines, directions, regulations, rules, circulars and notifications issued by the

Government or any statutory or regulatory authority or SEBI or any legislation in regard thereto, if applicable to the Fund.

1.1.6

“Applicable Law” means any applicable Indian statute, law, ordinance, regulation, rule, order, notifications, directions, bye-law, administrative

interpretation, writ, injunction, directive, judgment or decree or other instrument which has a force of law in India, as is in force from time to time,

including the Regulations.

1.1.7“AIF Regulations” or “Regulations” means the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012, as

amended, modified and / or reinstated from time to time and including the circulars and notifications issued pursuant thereto.

1.1.8

“Associate” means a company or a limited liability partnership or a body corporate in which the Trustee or Sponsor or Investment Manager or a

partner or director of the Investment Manager or Sponsor holds, either individually or collectively, more than 15% (Fifteen percent) of its paid-up

equity share capital or partnership interest, as the case may be.

1.1.9“Auditor” means any of the big 4 accounting firms or such other independent reputed firm of chartered accountants as appointed by the

Investment Manager.

1.1.10“Beneficiaries” or “Contributors” or “Unitholders”means persons who have made Capital Contribution to the Fund in accordance with this

Agreement and the Memorandum and hold Units.

1.1.11“Beneficial Interest” means the proportionate interest in the Contribution Fund held by each of the Contributor as determined in accordance with

the Distribution Waterfall..

1.1.12“BusinessDay” means a day other than a Saturday, Sunday or a public holiday on which banks in Mumbai, India are open for normal banking

business.

1.1.13 “Capital Commitment” the capital commitments made by a Unitholder towards the Fund in accordance with the provisions of the Memorandum.

1.1.14“Capital Contribution”means the capital contributions made by a Unitholder towards the Fund in accordance with the provisions of the

Memorandum.

1.1.15 “Catch-up Contribution” shall have the meaning assigned to it in Clause 3.2.1

1.1.16 “Category II AIF” means a Category II Alternative Investment Fund under the AIF Regulations.

1.1.17 “Claim” shall have the meaning assigned to it in Clause11.13.2.

1.1.18“Class” or “Classes” means with respect to Units of the Fund means a class or category of Units, as distinct from another class or category of Units of

the Fund.

1.1.19 “Class A1 Allocation Amount” shall have the meaning assigned to it in Clause 11.5.1.

1.1.20 “Class A1 Unitholders” means a holder of Class A1 Units.

1.1.21

“Class A1 Units” means the Units of the Fund, being offered through the Memorandum to be issued to the Unitholders in accordance with the terms

of their respective Contribution Agreements, which represent Beneficial Interest of the respective Unitholder in the Fund, having face value of INR

10 (Indian Rupees Ten). All the Class A1 Units shall rank pari passu with each other.



1.1.24

“Class A2Units” means the Units of the Fund, being offered through theMemorandum to be issued to the Unitholders in accordance with the terms





1.1.27

“Class A3 Units” means means the Units of the Fund, being offered through theMemorandum to be issued to the Unitholders in accordance with

the terms of their respective Contribution Agreements, which represent Beneficial Interest of the respective Unitholder in the Fund, having face

value of INR 10 (Indian Rupees Ten). All the Class A3 Units shall rank pari passu with each other.



1.1.30

“Class A4 Units” means the Units of the Fund, being offered through theMemorandum to be issued to the Unitholders in accordance with the terms



1.1.31 “Class B1 Allocation Amount” shall have the meaning assigned to it in Clause 11.5.5.

1.1.32 “Class B1 Unitholders” means a holder of Class B1 Units

1.1.33

“Class B1 Units” means the Units of the Fund, being offered through theMemorandum to be issued to the Unitholders in accordance with the terms


10 (Indian Rupees Ten). All the Class B1 Units shall rank pari passu with each other.

1.1.34 “Class B2 Allocation Amount” shall have the meaning assigned to it in Clause 11.5.6

1.1.35 “Class B2 Unitholders” means a holder of Class B2 Units.

1.1.36




1.1.37 “Class B3 Allocation Amount” shall have the meaning assigned to it in Clause 11.5.7

1.1.38 “Class B3 Unitholder” means a holder of Class B3 Units.

1.1.39




1.1.40 “Class B4 Allocation Amount” shall have the meaning assigned to it in Clause 11.5.8.

1.1.41 “Class B4 Unitholder” means a holder of Class B4 Units.

1.1.42




1.1.43 “Class C Allocation Amount” shall have the meaning assigned to it in Clause 11.5.9.

1.1.44 “Class C Unitholder” means a holder of Class C Units.

1.1.45

“Class C Units” means the Units of the Fund, being issued to the Investment Manager, Sponsor, its respective Affiliates, Associates, partners /

directors or employees, and/or any trust set up for the benefit of employees of the Sponsor or Investment Manager, and/or any other Person as

designated by the Investment Manager, having face value of INR 10(Indian Rupees Ten). All the Class C Units shall rank pari passuwith each other.

1.1.46

“Closing”means the announcement of a closing by the Investment Manager pursuant to receipt of Capital Commitment by the Fund, from the

Unitholders in accordance with this Agreement and the Memorandum and includes the Initial Closing, the Subsequent Closings or the Final Closing

(as applicable).

1.1.47 “Co-investor” shall have the meaning assigned to it in Clause2.7.1.

1.1.48“CommitmentPeriod” means a period beginning on the date of Initial Closing and terminating upon expiry of 24 (Twenty-four) months from the

date of Final Closing, provided that the Investment Manager may at its discretion extend the Commitment Period by up to 12 (Twelve) months.

1.1.49 “Conflicted Transaction” shall have the meaning as assigned to it in Clause22.1.

1.1.50“Contribution Fund” means the aggregate of Capital Contributions including any additions/reductions thereto and undistributed income

accumulated in respect thereof but does not include the Initial Settlement and accretions thereto.

1.1.51“Daily Net Assets” means the net asset value (“NAV”)per Unit, calculated at the end of each Business Day, where NAV shall be computed in

accordance with the terms of the Memorandum.

1.1.52“Deed” or “Indenture” means the indenture of trust executed by and between the Settlor and the Trustee, as may be further amended, modified

or superseded from time to time.

1.1.53 “Default Amount” shall have the meaning as assignedto it in Clause10.

1.1.54 “Defaulting Unitholder”shall have the meaning as assigned to it in Clause 10.

1.1.55 Distribution Date means the date on which the Distribution Proceeds are distributed to the relevant Unitholder.

1.1.56“Distribution Waterfall” means the mechanism in which funds will be distributed to the Beneficiaries of the relevant Class of Units of the Fund as

detailed in Clause 11.

1.1.57“Drawdown(s)” means the Capital Contribution made by a Unitholder to the Fund against its respective Capital Commitment pursuant to the

issuance of a Drawdown Notice.

1.1.58“Drawdown Notice” means any notice under this Agreement issued by the Trustee or the Investment Manager to the Unitholder of the Fund calling

for the Capital Contribution from the amount of Capital Commitment not drawn down.

1.1.59 “Due Date” shall have the meaning as assigned to it in Clause2.2.5.

1.1.60 “Establishment Expenses” shall have the meaning assigned to it in Clause 4.1.1.

1.1.61 “Excluded Unitholder” shall have the meaning assigned to it in Clause 9.1.

1.1.62 “FATCA Implementation Rules” shall have the meaning assigned to it in Clause 2.11.1.

1.1.63 “Final Closing” means the last Closing permitted under the Memorandum and this Agreement.

1.1.64 “Follow-on Investments” shall have the meaning assigned to it in Clause 12.

1.1.65 “Fund” means Edelweiss Crossover Opportunities Fund – Series III, a Scheme of the Trust.

1.1.66

“Fund Documents” means with respect to Fund, the Memorandum, the Investment Management Agreement, this Agreement, the Deed and any

other documents designated as Fund Documents by the Investment Manager, as originally executed and amended, modified, supplemented or

restated from time to time, together with the respective Annexure, Schedules and Exhibits, if any.

1.1.67 “Fund Expenses” includes but not limited to Establishment Expenses, Other Expenses and Operating Expenses, as set out in the Memorandum.

1.1.68 “Fund Expenses Cap”shall have the meaning assigned to it in Clause 4.2.2.

1.1.69 “Giveback Obligation”shall have the meaning assigned to it in Clause 11.13.1.

1.1.70“Government” means the Government of India or any Indian central, state or local government authority, agency, branch or body or any

instrumentality thereof.

1.1.71 “Greenshoe Option” shall have the meaning as assigned to it in Clause 2.2.1.

1.1.72

“Hurdle Rate” means the minimum rate of return before the Additional Return is distributed as part of the Distribution Waterfall to Class C Units.

Hurdle Rate shall be calculated from the Due Date of the relevant Drawdown or the actual date of receipt of Capital Contribution, whichever is

later, to the actual Distribution Date. The Hurdle Rate is the pre-tax and post-expenses internal rate of return applied on a compounded annual

basis, as per the terms of the Memorandum.

1.1.73“Initial Closing” means the first closing of the Fund that shall be held on or around 31 March 2021 and may be held on any other date as the

Investment Manager may determine in its sole discretion.

1.1.74“Initial Settlement” means the sum of INR 10,000 (Indian Rupees Ten Thousand), transferred and delivered by the Settlor to the Trustee towards

the corpus of the Trust on an irrevocable basis.

1.1.75 “Indemnified Person” shall have the meaning assigned to it in Clause 20.1.

1.1.76 “INR” or “Rupees” means the currency of the Republic of India.

1.1.77 “Interested Party” shall have the meaning assigned to it in Clause 22.1.

1.1.78“Invested Amounts” shall mean the aggregate Capital Contributions made by the Unitholders holding the relevant Class/sub-class of Units

towards the Portfolio Investments, net of Fund Expenses and Management Fees applicable to such Class/sub-class of Units.

1.1.79 “Investible Funds” means the aggregate Capital Commitments of the Fund net of estimated Fund Expenses and Management Fees.

1.1.80

“Investment Management Agreement” means the investment management agreement to be entered into by and between the Trustee and the

Investment Manager for advising, managing and administering the Trust and the Scheme/s of the Trust, as may be amended, modified or

superseded from time to time.

1.1.81

“Investment Manager” means ESL Securities Limited, a company established under the provisions of the Companies Act, 2013 and having its

registered office at Edelweiss House, Off. C.S.T. Road, Kalina, Mumbai - 400 098, and appointed as the investment manager to the Fund, in

accordance with the terms contained in the Investment Management Agreement.

1.1.82 “Investment Proceeds” shall have the meaning as assigned to it in Clause 11.1.

1.1.83

“Investment Team” means the investment team for the Fund, as constituted by the Investment Manager, which will consist of such investment

professionals as may be determined by the Investment Manager to oversee the functioning of the Fund, subject to the overall supervision of the

directors of the Investment Manager, as per the terms of the Memorandum.

1.1.84 “Joint Contributor” means Contributor(s) who has agreed to make contributions to the Fund jointly with the Contributor first named hereinabove.

1.1.85“Management Fee” means the management fee payable to the Investment Manager in connection with the Fund as set out in the Investment

Management Agreement and this Agreement.

1.1.86

“Memorandum” means the confidential private placement memorandum and all supplements thereto, issued by the Investment Manager with

respect to the Fund, inviting offers for Capital Commitments from prospective Contributors forsubscription and purchase of Units of the Fundon a

private placement basis.

1.1.87 “Minimum Sponsor Commitment”shall have the meaning assigned to it in Clause 2.2.7.

1.1.88 “Offshore Fund”shall have the meaning assigned to it in Clause 13.1.

1.1.89 “Operating Expenses”shall have the meaning assigned to it in Clause4.2.1.

1.1.90

“Person”means and includes an individual, Hindu Undivided Family (“HUF”), corporation, partnership firms (whether limited or unlimited),

limited liability company, body of individuals, association, trust, family offices, estates, proprietorship, institutional investor (like mutual funds,

banks, non-banking financial companies insurance companies, pension funds, provident funds, other alternative investment funds, etc.) or any

other entity or organisation, whether Indian or foreign, whether incorporated or not, including Government and, where the context so requires,

includes a reference to such person’s executors, administrators, successors, substitutes (including persons taking by novation) and permitted

assigns.

1.1.91“Portfolio Company(ies)” means such company, special purpose vehicle, limited liability partnership (if permitted), body corporate or other

permissible entity/enterprise in which the monies of the Contribution Fund are invested in accordance with Applicable Laws.

1.1.92“Portfolio Investments” means investments made by the Investment Manager from the Investible Funds on behalf of the Fund in any permissible

investments.

1.1.93 “Placement Fee” shall have the meaning assigned to it in Clause4.4.2.

1.1.94 “Pre-Closing Contributions” shall have the meaning assigned to it in Class 15.1

1.1.95

“Qualified Contributor” means any Person (in case of an individual being over the age of 18 (Eighteen) years or a legal guardian of a minor) but

does not include (i) any Person who cannot acquire or hold Units without being in breach of any applicable law or requirement of India or such

other jurisdiction as applicable to such Person, (ii) any Person whose holding of Units, in the opinion of the Trustee and Investment Manager,

might result in the Fund incurring any liability in respect of taxation or suffering any other pecuniary disadvantage, which the Fund might not

otherwise have incurred or suffered or (iii) any custodian, nominee or trustee for any Person described in subclauses (i)-(ii) above.

1.1.96 “Reserves” shall have the meaning assigned to it in Clause 11.3.

1.1.97 “Schemes” means such scheme/s of the Trust floated by the Trustee in consultation with the Investment Manager, including the Fund.

1.1.98 “SEBI” means the Securities and Exchange Board of India.

1.1.99 “SEBI Act” means the Securities and Exchange Board of India Act, 1992, as amended, modified, restated, and/or re-enacted from time to time.

1.1.100“Settlor” means Edelweiss Securities Limited, a company incorporated under the Companies Act 2013 and having its registered office/residential

address at Edelweiss House, Off. C.S.T. Road, Kalina, Mumbai - 400 098.

1.1.101 “Side Letters” shall have the meaning assigned to it in Clause 18.1.

1.1.102

“Simple Majority of the Unitholders” means, in respect of the Fund, such number of Unitholders whose Capital Contributions in aggregate

amount to at least 51% (Fifty one percent) of the aggregate of all Capital Contributions of the Fund, and in respect of the Trust shall mean such

number of Unitholders whose Capital Contribution in aggregate amount to at least 51% (Fifty one percent) of the aggregate of the outstanding

Capital Contributions under the existing Scheme/s of the Trust, determined by the Investment Manager by way of circulation or physical meeting

of the Unitholders.

1.1.103“Sponsor”meansEdelweiss Securities Limited, a company incorporated under the Companies Act 2013 and having its registered office at

Edelweiss House, Off. C.S.T. Road, Kalina, Mumbai - 400 098.

1.1.104“Statement of Account” or “Unit Certificate” means certificates/statements that may be issued by the Trustee / Investment Manager to

Unitholders specifying the number of Units held by the Unitholders and evidencing a Beneficial Interest in the Fund.

1.1.105 “Subsequent Closingmeans, in respect of the Fund, a Closing (if any) subsequent to the Initial Closing, including the Final Closing.

1.1.106

“Super-Majority of the Unitholders” means, in respect of the Fund, such number of Unitholders whose Capital Contributions in aggregate amount

to at least 75% (Seventy five percent) of the aggregate of all Capital Contributions of the Fund, and in respect of the Trust shall mean such number

of Unitholders whose Capital Contribution in aggregate amount to at least 75% (Seventy five percent) of the aggregate of the outstanding Capital

Contributions of the existing Scheme/s of the Trust, determined by the Investment Manager by way of circulation or physical meeting of the

Unitholders.

1.1.107

“Temporary Investments” means an investment in liquid securities such as liquid mutual funds or bank deposits or other liquid assets of higher

quality such as treasury bills, collateralised borrowing and lending obligations, commercial papers, certificates of deposits or other short-term

securities and such other instruments as permitted under the Regulations, each of which shall not be held by the Fund for a period exceeding 12

(Twelve) months from the date of investment.

1.1.108 “Term” shall have the meaning assigned to it in Clause 2.4.1.

1.1.109“Transfer” shall mean a direct or indirect transfer, sale, assignment, pledge, hypothecation or other disposition of all or any interest with respect

to the Units of the Fund.

1.1.110“Trust” meansEdelweiss Private Investments Trust, organised as an irrevocable, contributory determinate trust, settled in India by the Settlor

(with Initial Settlement being irrevocable) under the provisions of the Indian Trusts Act, 1882, pursuant to the Indenture.

1.1.111 “Trust Fund” means the Initial Settlement, the Contribution Fund and any accretions thereto

1.1.112 “Transferee Nominated” shall have the meaning as assigned to it in Clause 2.9.18.

1.1.113“Trustee”means Vistra ITCL (India) Limited, a company incorporated under the Companies Act, 1956 and having its registered office at IL&FS

Financial Centre, Plot No. C22, G Block, Bandra Kurla Complex, Bandra East, Mumbai – 400051, appointed under the terms of the Indenture.

1.1.114“Unfunded Capital Commitment” means original Capital Commitment of the respective Unitholder less Capital Contributions paid by such

Unitholder (increased by such amounts as set out under the Memorandum).

1.1.115“Units” means a unit of any Class, evidencing Beneficial Interest in the Fund, issued by the Trustee/Investment Manager, to a Unitholder on the

making of a Capital Contribution and includes a fraction of a unit evidencing Beneficial Interest.

1.1.116 “USD” means United States Dollars.

1.1.117 “Warehoused Investment” shall have the meaning assigned to it in Clause 2.8.

1.1.118 “Withdrawing Contributor” shall have the meaning as assigned to it in Clause 2.9.18.

1.1.119 “Withdrawal Notice” shall have the meaning as assigned to it in Clause 2.9.18.

1.2 In this Agreement, unless the context otherwise requires:

1.2.1any provision of this Agreement which is stated to be applicable to the “Contributors” to the Fundas a class of investors shall, unless the context

otherwise requires, also be deemed to be applicable to the Contributor entering into thisAgreement.

1.2.2 unless the context otherwise requires, words in the singular shall include words in the plural and words in the plural shall include the singular;

1.2.3the headings and sub-headings used in this Agreement are inserted only for reference to the provisions hereof and shall not affect the

construction of such provisions;

1.2.4 a reference to a thing includes a part of that thing;

1.2.5 reference to any one gender would include a reference to any other gender;

1.2.6 references to Clauses and Parties herein are references to the clauses of, and Parties to, this Agreement, unless stated otherwise;

1.2.7

references in this Agreement to statutory provisions shall be construed as references to those provisions as modified or re-enacted from time to

time (whether before or after the date of this Agreement) and to any subordinate legislation made under such provisions and shall include

references to any repealed statutory provision which has been so re-enacted (whether with or without modification);

1.2.8words and expressions used herein and not defined herein shall have the same meanings respectively assigned to them under the Deed and the

Memorandum wherever used in this Agreement; and

1.2.9the Schedules and Exhibits form an integral part of this Agreement and shall have the same force and effect as if expressly set out in the body of

this Agreement. Any reference to this Agreement shall include the schedules and exhibits, as the case may be.

2 Agreement and terms of Contribution

2.1Amount and terms of Contribution Subject to the terms and conditions of this Agreement, the Contributor hereby unconditionally and irrevocably

agrees to subscribe tosuch Class/ Classes of Units as mentioned in the First Schedule for such an amount as specified therein.

2.2 Procedure for Capital Contributions

2.2.1

The Fund is offering through private placement, Units for subscription of aggregate Capital Commitments amounting up to INR 1500 crores (Indian

Rupees One Thousand Five Hundred Crores), with a green shoe option, exercisable at the discretion of the Investment Manager, of up to INR1500

crores (Indian Rupees One Thousand Five Hundred Crores) (“Greenshoe Option”), totalling to INR 3000 crores (Indian Rupees Three Thousand

Crores)of its Class A1 Units, Class A2 Units, Class A3 Units, Class A4 Units, Class B1 Units, Class B2 Units, Class B3 Units, Class B4 Units, and Class C

Units.

2.2.2

Capital Commitments of the Unitholders shall be drawn down from Unitholders for, inter alia, (i) making Portfolio Investments and investments in

progress, (ii) payment of Fund Expenses, Management Fee, taxes, duties, liabilities and other obligations, and (iii) making provisions for reserves

for any of the foregoing.

2.2.3

At any time post the execution of this Agreement, or at the Initial Closing or at such other date as may be set out in a Drawdown Notice,

Unitholders may be required to contribute up to 25% (Twenty five percent) of their respective aggregate Capital Commitment to the Fund or such

other amount as may be determined by the Investment Manager at its discretion. Thereafter, the remaining Capital Commitments of the

Contributors will be drawn down on an “as needed” basis, pro rata to the Capital Commitments of Contributors.

2.2.4Amounts received from the Unitholders towards their Capital Commitment will be treated by the Fund as consideration for the issue of Units to

the Unitholders.

2.2.5

On receiving Capital Contributions, the Fund will issue the relevant Class of Units to the Contributors: (i) at a price equivalent to the face value of

the Units at the Initial Closing, and (ii) thereafter, at each subsequent Drawdown, at the NAV per unit. For Drawdowns as set out above, the

Investment Manager shall issue a Drawdown Notice to the Unitholders giving them 15 (Fifteen) business days from the date of issuance of the

Drawdown Notice (“Due Date”) for making their Capital Contribution of the amount as stated in the Drawdown Notice. Unless otherwise stated in

the Fund Documents, in no event will any Unitholder be required to make aggregate Capital Contributions to the Fund in excess of its Capital

Commitment as specified in this Agreement.

2.2.6

The minimum Capital Commitment shall be as detailed in the Memorandum. The Investment Manager reserves the right to accept Capital

Commitments lower than the minimum Capital Commitment prescribed hereinabove at its sole discretion and on a case-by-case basis, subject

to compliance with the provisions of the AIF Regulations. Further, it is clarified that in case of Unitholders who are employees or directors of the

Fund or the Investment Manager, the minimum investment

value shall be INR 25,00,000 (Indian Rupees Twenty-Five Lakhs), in accordance with the AIF Regulations, for Class A4 Units and Class B4 Units.

2.2.7

A group entity of the Sponsor or the Sponsor shall make a minimum Capital Commitment to the Fund of at least 2.5% (Two and a half percent) of the

aggregate Capital Commitments or INR 5,00,00,000 (Indian Rupees Five crores) whichever is lower, as required under the AIF Regulations, by

subscribing to Class C Units (“Minimum Sponsor Commitment”).The said group entity of the Sponsor / Sponsor shall also maintain its ‘continuing

interest’ in the Fund at all times in accordance with the AIF Regulations, by way of its subscription to Class C Units. Such Minimum Sponsor

Commitment shall ordinarily be drawn down alongside other Unitholders on a pro rata basis pursuant to a Drawdown Notice.

2.2.8

The amounts drawn down from the Unitholders, if not utilised for Portfolio Investments may be returned to the respective Unitholders and marked

to the Unitholders as being available for draw down again, and such amounts shall be added to the recipient’s Unfunded Capital Commitments

and shall thereby be available to be re-drawn in accordance with the Fund Documents.Any amounts returned to the Unitholders by the Fund

pursuant to this paragraph will not be distributed in accordance with the waterfall described in Clause 11of this Agreement. Further, in case of any

Defaulting Unitholder, the Investment Manager may at its discretion issue a Drawdown Notice to such Unitholder to drawdown its entire

Unfunded Capital Commitment. In addition to the Minimum Sponsor Commitment, the Investment Manager, Sponsor, their respective Affiliates,

Associates, partners / directors or employees, and/or any trust set up for the benefit of employees of the Sponsor, Investment Manager, and/or

any other Person as designated by the Investment Manager may subscribe to Class C Units and/or such other Units as permitted by the AIF

Regulations.

2.2.9

It is clarified that any treasury income from Temporary Investments that may arise to the Fund prior to the date of the relevant Closing shall be

distributed only to such Unitholders who have been participating in the Fund and have made Capital Contributions toward such Temporary

Investments prior to the date of such Closing and shall be distributed to such Unitholders based on the time and amount of their Capital

Contributions utilised towards making such Temporary Investments.

2.3 Schemes

2.3.1

The Investment Manager may float different Schemes under the Trust with different or similar investment focus from time to time and shall issue

separate private placement memorandum for each Scheme and the assets and liabilities of each such Scheme of the Trust shall be segregated.

However, in case of third-party suit or regulatory action against the Trustee with respect to the liability of any other Schemes or under any other

circumstances, the Trustee may not be able to protect the assets of the Schemes against such third-party suit or regulatory action and may not be

able to maintain segregation of assets of the Schemes,in exceptional circumstances outside of the control of the Trustee, and if the third party

makes a claim over the assets of such Schemes. The Trustee shall however, in all circumstances, act in accordance with applicable law and

regulations in this regard.

2.4 Term and Termination of the Fund

2.4.1

The Fund is a close ended fund and the term of the Fund shall be a period of 54 (fifty four) monthsfrom the date of Final Closing or such shorter

period as determined by the Investment Manager (subject to the AIF Regulations), provided that the Investment Manager may extend the term of

the Fund by up to 1 (One) year in accordance with the provisions of the AIF Regulations(“Term”).

2.4.2

Premature Termination of the Fund: The Fund may be terminated prior to expiry of the Term, in accordance with the AIF Regulations, Fund

Documents and Applicable Laws. The Fund shall stand terminated without any further action or deed in the event that the Fund fails to obtain

Capital Commitments from Unitholders aggregating to a minimum of INR 200 crores (Indian Rupees Two Hundred Crores) by the Initial Closing, and

no Person shall have any rights or claims against the other on such termination.

2.4.3

Subject to the AIF Regulations, the Trusteebased on the recommendation of the Investment Manager, at any time prior to expiry of the Term,

terminate the Fund:

(i) upon the Fund exiting from all Portfolio Investments and distribution of the Contribution Fund to the Unitholders;

(ii) if the Trustee, upon receiving a written recommendation of the Investment Manager, is of the opinion that the Fund be wound up in the interest

of all Unitholders or that the Fund is facing any adverse consequences;

(iii) upon receipt of directions from any statutory authority including SEBI to wind up the Fund.

2.4.4Additionally, the Fund may also be terminated prior to expiry of the Term if a Super Majority of the Unitholders suo moto pass a resolution for such

termination in a duly convened meeting. Further, the Trust shall terminate in accordance with the provisions of the Indenture.

2.4.5

Procedure on Termination: The Trustee (through the Investment Manager) shall intimate the Unitholders and SEBI of the circumstances leading to

the winding up of the Fund. On and from the date of intimation to SEBI and the Unitholders of the circumstances leading to the winding up of the

Fund, the Fund shall not make any further Portfolio Investments. Notwithstanding the premature termination of the Fund, the Unitholders shall

continue to remain to liable for:

(i) Unfunded Capital Commitments, which will not be extinguished to the extent necessary to pay the Fund Expenses (including any tax liabilities);

and

(ii) the Management Fee, which shall continue to be payable in accordance with the terms of the Fund Documents.

2.4.6

Where the Fund is terminated prior to expiry of the Term in accordance with the Fund Documents, the Investment Manager shall be paid

Management Fees calculated in accordance with the terms of the Memorandum, for a period of 1 (One) year from the date of termination of the

Fund until the Fund is finally liquidated. Where the Fund has not been liquidated and all assets of the Fund have not been disposed of within such 1

(One) year period, the payment of Management Fees thereafter shall be subject to the written consent of Simple Majority of Unitholders.

2.4.7Upon expiry of the Term or premature termination of the Fund, the Portfolio Investments shall be liquidated as per the AIF Regulations and the

Fund will continue for such period as permitted under the AIF Regulations to liquidate the outstanding Portfolio Investments in an orderly manner.

2.4.8

The Investment Manager may undertake a valuation of the assets of the Fund and find a buyer in pursuance of liquidation of all Portfolio

Investments of the Fund. Further, the Investment Manager shall make all necessary filings, obtain all approvals and take all such other actions as

may be required under Applicable Laws.

2.4.9Further, the proceeds from liquidation of the Fund shall be used to (i) satisfy the creditors of the Fund; (ii) meet outstanding expenses of the Fund,

including taxes and any expenses incurred in the process of liquidation; and (iii) establish Reserves for the future contingent

liabilities of the Fund. Thereafter, the proceeds accruing to the Unitholders shall be distributed to them in accordance with this Agreement. If the

Investment Manager is unable to liquidate all the Portfolio Investments and realise cash proceeds, such residual assets of the Fund shall be dealt

with in the manner set out in the Fund Documents.

2.5 The CommitmentPeriod

2.5.1

The Commitment Period of the Fund will begin on the date of Initial Closing and terminate upon expiry of 24 (Twenty-Four) months from the date of

Final Closing, provided that the Investment Manager may at its discretion extend the Commitment Period by up to 12 (Twelve) months. The

Investment Manager may during the Commitment Period, draw down Capital Commitments upon the issuance of Drawdown Notice(s) to the

Unitholders.

2.5.2

At the end of the Commitment Period, the Unitholders shall be released from the obligation of making any further Capital Contribution against its

Unfunded Capital Commitment except: (i) to the extent necessary to pay Management Fee, Fund Expenses and any liabilities of the Fund (including

tax liabilities), (ii) to complete investments in progress where a term sheet has been signed or in-principle approval of the Investment Manager

has been obtained or to which the Fund has committed prior to the end of the Commitment Period, (iii) to fund the exercise of warrants and similar

equity equivalents of existing Portfolio Investments, (iv) to effect Follow-on Investments in accordance with the Fund Documents, (v) to effect and

fund reinvestments in accordance with the provisions of the Fund Documents, (vi) to make payments for the satisfaction of any indemnification

obligations of the Fund, (vii) to create reasonable reserves to provide for any of the above items, and (viii) for an amount reasonably necessary in

the Investment Manager’s discretion to meet contingent liabilities, if any.

2.6 Closings

2.6.1Initial Closing: The Initial Closing is envisaged to be held on or around 31 March 2021 and may be held on any other date as the Investment

Manager may determine in its sole discretion.

2.6.2Subsequent Closing: The Investment Manager may, at any time up to the Final Closing, hold one or more Subsequent Closing(s) and may accept 1

(one) or more additional Unitholders or permit any existing Unitholder to increase its Capital Commitment (“Additional Unitholder”).

2.6.3

Final Closing: The Final Closing shall be the last Closing permitted under the Fund Documents, to be held within 9 (Nine) months of the Initial

Closing and is envisaged to be held on or before 31 December 2021, which may be further extended at the sole discretion of the Investment

Manager by an additional period of up to 6 (six) months. No investors shall be admitted to the Fund after the date of Final Closing, save and except

pursuant to Transfers by Unitholders in accordance with the Fund Documents. Upon Final Closing, the Capital Commitments to the Fund shall

stand finalized and shall not be changed, except as specifically provided in the Fund Documents.

2.7 Co-investment

2.7.1

The Investment Manager may, at its sole discretion, offer the Unitholders or their Affiliates or any other Person (“Co-investor”), the opportunity to

co-invest alongside the Fund in Portfolio Companies.The terms on which Co-investors invest in the Portfolio Companies alongside the Fund may be

on similar or different terms than the Fund, however, co-investment by any Co-Investor shall not be on terms more favourable than those offered

to the Fund and shall be in accordance with the AIF Regulations. The Investment Manager and/or its Affiliates shall receive fees and other

compensation from Co-investors in relation to their co-investments alongside the Fund as may be determined.

2.7.2

The Investment Manager and/or its Affiliates will not be obliged to remit such fees and other compensation received from Co-investors to the Fund.

Similarly, any transactional expenses incurred by the Fund will be shared proportionately between the Fund and such Coinvestors in the ratio of

the amounts of investment or in such other ratio as may be decided by the Investment Manager.

2.7.3

It is hereby clarified that the Fund, by virtue of its investments in a Portfolio Company and the agreements entered into in connection therewith,

may be entitled to certain rights and privileges such as affirmative voting rights, right to appoint key managerial personnel, drag and tag along

rights and such other rights which are normally available to a fund as per the documents governing such investments, which rights may not be

available to the Co-investors. Subject to the foregoing, (i) the Fund and the Co-Investor will act independently and not as an agent of each other;

and (ii) each of the Fund and the Co-investor will bear their respective expenses and be entitled to the profits and losses arising from their

respective investments.

2.8 Warehoused Investment

2.8.1

The Investment Manager may arrange for investments to be made which will be warehoused on behalf of the Fund (“Warehoused Investments”).

Warehoused Investments may be made prior to the Initial Closing of the Fund and shall be notified to a Contributor prior to the execution of this

Agreement.If any Warehoused Investments are made post the execution of this Agreement, the Contributor shall be informed of the Warehoused

Investment within a period of 30 (thirty)days and all such Warehoused Investments shall be mentioned in the Memorandum.Details of the

Warehoused Investments, which shall be notified prior to the execution of this Agreement, may include details in respect of: (i) name of the

Portfolio Companies, (ii) investment amount of the Warehoused Investments, (iii) key terms in relation to warehousing of the Warehoused

Investment, and (iv) key terms in relation to transfer of the Warehoused Investments. This will enable the Investment Manager to maintain its

presence in the market and continue to identify, evaluate and invest in high quality opportunities even prior to the Initial Closing of Fund. Such

warehoused investments may be beneficial to the Fund since they may provide an immediate and ready income stream to the Fund. The

Warehoused Investments will be transferred at acquisition cost plus warehouse charge, if any.The Investment Manager shall endeavor to transfer

the Warehoused Investments to the Fund within 6 (six) to 8 (eight) months from the Initial Closing of the Fund.

2.8.2 The Investment Manager may be contacted for any specific queries on completed Warehoused Investments.

2.9 Issue, transfer of Units and Listing

2.9.1Issue of Units: The Units shall be issued by the Investment Manager on behalf of the Fund to the Contributors in accordance with the Memorandum

and this Agreement.

2.9.2

The Fund is offering the Contributors the option to subscribe to either of the following Classes of Units:

(I)

Class A1 Units: To Qualified Unitholders making a Capital Commitment equal to or more than INR 1,00,00,000 (Indian Rupees One Crore) but

less than INR 5,00,00,000 (Indian Rupees Five Crores) and shall be Units that are subject to Additional Return as specified under the Fund

Documents.

(II)

Class A2 Units: To Qualified Unitholders making a Capital Commitment equal to or more than INR 5,00,00,000 (Indian Rupees Five Crores) but

less than INR 15,00,00,000 (Indian Rupees Fifteen Crores) and shall be Units that are subject to Additional Return as specified under the

Fund Documents.

(iii)Class A3 Units: To Qualified Unitholders making a Capital Commitment equal to or more than INR 15,00,00,000 (Indian Rupees Fifteen

Crores) and shall be Units that are subject to Additional Return as specified under the Fund Documents.

(iv)

Class A4 Units: To Qualified Unitholders making a Capital Commitment equal to or more than INR 1,00,00,000 (Indian Rupees One Crore)

without the intermediation of a placement agent or other distributors and shall be Units that are subject to Additional Return as specified

under the Fund Documents. It is hereby clarified that in cases where such Qualified Unitholders are the employees and directors of the Fund

or the Investment Manager, the minimum Capital Commitment for such Qualified Unitholders shall be equal to INR 25,00,000 (Indian

Rupees Twenty Five Lakhs) in accordance with the AIF Regulations.

(v)Class B1 Units: To Qualified Unitholders making a Capital Commitment equal to or more than INR 1,00,00,000 (Indian Rupees One Crore) but

less than INR 5,00,00,000 (Indian Rupees Five Crores) and shall be Units that are not subject to any Additional Return.

(vi)Class B2 Units: To Qualified Unitholders making a Capital Commitment equal to or more than INR 5,00,00,000 (Indian Rupees Five Crores) but

less than INR 15,00,00,000 (Indian Rupees Fifteen Crores) and shall be Units that are not subject to any Additional Return.

(vii)Class B3 Units: To Qualified Unitholders making a Capital Commitment equal to or more than INR 15,00,00,000 (Indian Rupees Fifteen

Crores) and shall be Units that are not subject to any Additional Return.

(viii)

Class B4 Units: To Qualified Unitholders making a Capital Commitment equal to or more than INR 1,00,00,000 (Indian Rupees One Crore)

without the intermediation of a placement agent or other distributors and shall be Units that are not subject to any Additional Return. It is

hereby clarified that in cases where such Qualified Unitholders are the employees and directors of the Fund or the Investment Manager, the

minimum Capital Commitment for such Qualified Unitholders shall be equal to INR 25,00,000 (Indian Rupees Twenty Five Lakhs) in

accordance with the AIF Regulations.

(ix)

Class C Units: To the Investment Manager / Sponsor, their respective Affiliates, Associates, directors, or employees and/or any trust set up

for the benefit of employees of the Sponsor/Investment Manager, and/or any other Person as designated by the Investment Manager in this

regard. It is clarified that the Minimum Sponsor Commitment will be contributed by a group entity of the Sponsor towards Class C Units.

2.9.3

The face value of each Unit shall be INR 10 (Rupees Ten). Additional Class A1 Units, Class A2 Units, Class A3 Units, Class A4 Units, Class B1 Units,

Class B2 Units, Class B3 Units, Class B4 Units, and Class C Units may be issued by the Fund in the event the Investment Manager decides to

exercise the Greenshoe Option.

2.9.4The Fund shall only issue fully paid-up Units. It is clarified that Units may include a fraction of a Unit evidencing Beneficial Interest in the Fund of a

value less than the face value of the respective class of Units.

2.9.5

The Investment Manager may at its sole discretion create and issue further Class/es or sub-Class/es of Units which shall have the same underlying

portfolio but varied fee / charge allocation (subject to the maximum fee / charge limits stated in theMemorandum). Other than the differential fee

/ charge allocation, holders of such additional Class/es or sub-Class/es of Units shall be treated at par with the holders of the existing Classes of

Units. Any special rights attached to any classes of Units issued by the Fund shall not have any adverse impact on the economic or any other rights

of other investors.

2.9.6

It is clarified that, in the event the Capital Commitments of a Unitholder subscribing to any sub-Class of any Class of Units increases during any

Subsequent Closing, the Investment Manager shall issue a new class of Unit to such Unitholder (based on the increased Capital Commitment), and

in such case, the distributions, expenses and other rights and liabilities attributable to the new Class to which the Unitholder is designated to,

shall become applicable in respect of such Unitholder prospectively, from the date of issuance of the new Class of Unit, in respect of such

Unitholder.

2.9.7

The Investment Manager shall have the discretion to admit any Persons as a Unitholder. Persons may be admitted as a Unitholder into the Fund,

subject to (i) compliance with the AIF Regulations and Applicable Laws; (ii) compliance with KYC norms as prescribed by SEBI and the Investment

Manager from time to time; (iii) such Person being Qualified Unitholder under theMemorandum; and (iv) such Person having made or agreed to

make Capital Commitment to the Fund in accordance with this Agreement and theMemorandum, to the satisfaction of the Investment Manager.

2.9.8Notwithstanding the foregoing, the Investment Manager reserves absolute discretion in admitting any Qualified Unitholder as a Unitholder into

the Fund.

2.9.9

Transfer of Units: The Unitholders are not permitted to Transfer any of their Units, interests, rights or obligations with regard to the Fund. However,

in certain cases, subject to obtaining the prior written consent of the Investment Manager and compliance by the transferor and transferee with (i)

the AIF Regulations and Applicable Laws; and (ii) KYC norms as prescribed by SEBI, the Contributors may Transfer their Units, interests, rights or

obligations with regard to the Fund to a Qualified Contributor, and in case of such a Transfer, the transferee shall execute a deed of adherence in

the form set out in this Agreement acknowledging to be bound by the terms and conditions of the Fund Documents.Any such Transfer shall be

undertaken in the manner specified by the Investment Manager and would be subject to restrictions, if any, contained in the AIF Regulations. Upon

the approval of the Investment Manager, any Unitholder instituting a pledge on its Units shall file the intimation of the same by filing a letter of

pledge with the Investment Manager and a letter to intimate in case of invocation of such pledge.

2.9.10It is hereby clarified that the Unitholders cannot create any third-party rights with respect to the Units of the Fund without the prior written

consent of the Investment Manager and shall be in accordance with the terms of the Fund Documents and Applicable Laws.

2.9.11Any such Transfer shall be undertaken in the manner specified by the Investment Manager and would be subject to restrictions, if any, contained

in the AIF Regulations.

2.9.12Every new Contributor taken on record on account of such Transfer shall execute a deed of adherence in terms of provisions of Clause 33

hereinafter acknowledging to be bound by the terms and conditions of the Fund Documents.

2.9.13

Transmission of Units: The Unitholders are permitted to Transfer any of their Units, interests, rights or obligations with regard to the Fund only

with the consent of the Investment Manager and following the due process laid out by the Investment Manager for transfers. A transfer may be

effected, subject to obtaining the prior written consent of the Investment Manager and compliance by the transferor and transferee with (i) the AIF

Regulations and Applicable Laws; and (ii) KYC norms as prescribed by SEBI and the Investment Manager from time to time, to the satisfaction of the

Investment Manager, the Unitholders may Transfer their Units, interests, rights or obligations with regard to the Fund to a Qualified Unitholder

provided that such Qualified Unitholder executes a deed of adherence as set out in this Agreement. It is hereby clarified that the Unitholders

cannot create any third-party rights, including pledges or any other form of encumbrance with respect to the Units without the prior written

consent of the Investment Manager.

2.9.14

Subject to Applicable Law, in case of the death of a Unitholder, the survivors or survivor where the deceased was a joint holder, and the executors

or administrators of the deceased Unitholder where such Unitholder was a sole or only surviving holder, shall be the only Persons recognised by

the Fund as having title to the deceased Unitholders interest in the Units, but nothing in this paragraph shall release the estate of the deceased

holder whether sole or joint from any liability in respect of any Unit solely or jointly held by such deceased Unitholder. The terms and conditions

governing the transmission of Units in case of death of a Unitholder shall be set out in this Agreement.

2.9.15

Redemptions: For the purpose of effecting a distribution, or otherwise, the Units may be redeemed by the Investment Manager. The Investment

Manager may redeem such part of the Units as it decides for the purpose of effecting a distribution or otherwise, provided the Beneficial Interest

of the Unitholders in the Fund shall remain unchanged. The redemption shall be affected either at par value or net asset value per Unit or at such

other redemption price the Investment Manager may deem appropriate.

2.9.16

Mandatory Redemption:A Unitholder may be required to withdraw from the Fund if the Investment Manager determines in good faith that as a

result of the application of any applicable law, rule, regulation, order or decree, such Unitholder’s investment in the Fund shall have or is likely to

have a materially adverse effect on the Fund or any of the Portfolio Investments or such Unitholder ceases to be a Qualified Unitholder or the Units

have been acquired or owned or held directly or indirectly by a Person who is not a Qualified Unitholder. Withdrawals pursuant to this provision

shall be effected by the Transfer of Units of the withdrawing Unitholder to another Unitholder and by execution of a deed of adherence in the

manner set out in this Agreement.

2.9.17

However, in the event the Units of the withdrawing Unitholder cannot be transferred to another Unitholder or a third party at such price as may be

determined by the seller and the purchaser, the Investment Manager may at its discretion redeem such Units to such extent and in such manner

as the Investment Manager may deem appropriate. It is clarified that any redemption under the provisions herein shall be made at the market

value of the Units as determined by the Investment Manager and the proceeds of such redemption shall be paid to such Unitholder as and when

capital is available with the Fund.

2.9.18

Upon theInvestment Manager, ascertaining that the Contributor is required to withdraw from the Funddue to any of the reasons specified above

(“Withdrawing Contributor”), it shall intimate the reasons thereof to the Withdrawing Contributor by way of a written notice (“Withdrawal

Notice”), requiring him/her/it to nominate a Person eligible to hold the Units held by such Withdrawing Contributor (“Transferee Nominated”),

within a period of [30 (Thirty)]daysfrom the date of the Withdrawal Notice. If the Investment Manager ascertains the Transferee Nominated is a

Person eligible to hold the Units within the terms of the Fund Documents, it shall effect a Transfer of the Units of the Withdrawing Contributor.

2.9.19

The Contributor hereby consents that in case any Withdrawing Contributor fails to nominate a Person as Transferee Nominated within a period of

[30 (Thirty)]days from the date of the Withdrawal Notice, or, if the Transferee Nominated is not deemed eligible to hold the Units as per Clause

2.9.9 above, or, if the Units of the Withdrawing Contributor cannot be transferred to another Contributor or a third party at such price as may be

determined by the seller and the purchaser; the Investment Manager, may at its discretion redeemall the Unitsheld by the Withdrawing

Contributor. Such redemption shall be effected at the value of the Units as determined by the Investment Manager and the proceeds for such

redemption shall be paid out to such Contributor as and when capital is available with the Fund.

2.9.20

Upon redemption of any Units being effected under Clause2.9.16, the Withdrawing Contributor shall cease to be entitled to any rights in respect of

the Units so redeemed (excepting always the right to receive distributions which have been declared in respect thereof, prior to such redemption

being effected) and accordingly his/her/its name shall be removed from the register of Beneficiaries of the Fund, and the redeemed Units shall be

cancelled.

2.9.21

The Contributor hereby agrees, accepts and understands that the Units shall also be subject to mandatory redemption/ cancellation/

transfer/forfeiture in situations such as default by the Contributor (as detailed in Clause 10below), winding up of the Fund, or upon distribution by

the Fundof allInvestment Proceeds, or such other circumstances, in accordance with the Deed and/or the Memorandum.

2.9.22

Listing: The Parties agree that the Trustee may list the Units of the Fund on any recognized stock exchange, subject to Applicable Laws and such

other terms and conditions, as may be imposed by the relevant stock exchange. In case the Units are listed, the market lot will be such minimum

number of Units as may be agreed by the Investment Manager with the concerned stock exchange, subject to the provisions of the AIF Regulations.

However, the listing, if any, shall be done only after the Final Closing.

2.9.23 All costs and expenses on listing and for managing the listing will be incurred by the Class of Units being listed.

2.10 Investment Restrictions

2.10.1The investments by the Fund shall, at all times, be made in consonance with investment conditions and restrictions mentioned in the

Memorandum and theAIF Regulations as amended from time to time, and any other applicable law in force.

2.10.2Subject to the AIF Regulations, at the time of making an investment, the Fund will not invest more than 25% (Twenty-five per cent) of the Fund’s

Investible Funds in securities of any single Portfolio Company.

2.11 Compliance with applicable laws

2.11.1

Contributors will be required to comply with the request of the Fund to furnish such information/documentation/declarations as and when

deemed necessary by the Investment Manager in accordance with the applicable laws including any compliances under theIncome-tax(11th

Amendment) Rules, 2015 notified by the Central Board of Direct Taxes (“FATCA Implementation Rules”).

2.11.2

If the Fund and/or the Investment Manager is required by applicable laws, including the FATCA Implementation Rules, to provide information

regarding the Fund and/or the Contributors to any regulatory authority and/or the Fund’sinvestments and/or income therefrom, and the Fund

and/or the Investment Manager complies with such request in good faith, whether or not it was in fact enforceable, they shall not be liable to the

Contributors or to any other party as a result of such compliance or in connection with such compliance.

2.11.3

The provisions of the FATCA Implementation Rules are relevant not only at on-boarding stage of Contributors but also throughout the life cycle of

investment with the Fund. Contributors therefore should immediately intimate to the Fund/the Investment Manager, any change in their status

with respect to any FATCA Implementation Rules related information/documentation/ declarations provided by them previously.

2.11.4

In case the Contributor fails to furnish the relevant information/declarations in accordance with the applicable laws, the Fund reserves the right

to redeem the Units held directly or beneficially, in accordance with this Agreement and may also require reporting of such Contributors and/or

levy of withholding tax on payments made to the Contributors and/or take any other action/s in accordance with applicable laws.

2.12 Delivery of Statement of Accounts and Register of Beneficiaries

2.12.1The Investment Manager, on behalf of the Fund, shall deliver to the Contributor the Statement of Account, evidencing the number of Units held by

the Contributor in the Fund, Capital Commitment, Capital Contribution and other details as decided by the Investment Manager.

2.12.2The Investment Manager may, if so required by the Contributor, issue unit certificates in lieu of Statement of Accounts, provided that any stamp

duty on such certificates, if any, shall be borne by the Contributor to whom the certificates are being issued.

2.12.3The Investment Manager shall maintain a register of Beneficiaries in which the name of the Contributor shall be entered as the holder of the Units

issued to it and other particulars as may be relevant.

2.13 Return of Contribution

2.13.1 A Contributor shall not have any right to demand the return of his/her/its Capital Contribution, other than upon dissolution of the Fund.

2.13.2

The Contributor shall be entitled to return of its Capital Contribution upon:

(i) distributions in accordance with the Distribution Waterfall as per Clause11of this Agreement; or

(ii) dissolution of the Fund as per Clause2.4of this Agreement.

2.13.3

The Trustee or the Investment Manager shall not have any personal liability to a Contributor for the return of his/her/its Capital Contribution and

shall be under no obligation to distribute or repay any amount to a Contributor, unless at the time of each distribution or repayment, all the

liabilities of the Trust to Persons other than the Contributors shall have been paid or in the good faith determination of the Investment Manager,

there shall remain in the Trust property sufficient to pay such liabilities.

2.13.4

After the dissolution of the Fund, if the Trustee is called upon to discharge any liability in respect of any bonafideact committed prior to the

dissolution, the recipients of distributions shall be liable to make good such liability to, or on behalf of the Trusteeor such other Person or

government authority / claimant as may be required subject toClause2.4of this Agreement.

2.14 Payment of Stamp Duty

2.14.1The Contributor shall bear and pay stamp duty and other charges and expenses payable in connection with the issuance and transfer of Unitsand

the execution, registration or notarisation of these presents.

2.15 Limitation to Liability of Contributor

2.15.1

Except to the extent of the Contributor’s obligation to pay Capital Commitment or any other amounts as specifically set forth herein, the

Contributor shall not have any personal liability whatsoever in his capacity as Contributor whether to the Fund or to any of the other Contributors

or to the creditors of the Fund, for the debts, liabilities, contracts or any other obligations of the Fund or for any losses of the Fund. Provided

however, the Trustee or the Investment Manager, may require the Contributor, to return distributions made to theContributor for the purpose of

meeting the Contributor’s pro rata share of any liability, including tax liability, obligations or commitments of Fund (including indemnification

obligations during the Term or after the Term subject to the provisions of Clause11.13 below).

2.15.2

Subject to the provisions of this Agreement, the Contributor shall be liable only to pay the sum equivalent to the Contributor’s Capital

Commitment to the Fund and after the Contributor’s Capital Commitment shall have been paid in full, the Contributor shall not be obligated to

make any further Contribution to the Fund or to repay to the Fund, or to pay to any Contributor or any creditor of the Fund all or any fraction of any

negative amount out of the Contributor’s capital account except out of any distribution received or receivable by the Contributor from the Fund.

2.15.3

Notwithstanding anything contained in this Agreement, in the event that the Trustee or the Investment Manager is held to be the representative

assessee of the Contributor, the Trustee in consultation with the Investment Manager shall have the right to call for additional Capital

Contributions from the Uncalled Capital Commitments of the Contributor and make appropriate provisions/ reserves while making any

distribution, to the extent of any tax liability of the Fund and / or Contributors on the Portfolio Investments.

2.16 Governance of the Fund

2.16.1 The Investment Manager

The Investment Manager shall manage the assets of the Fund organized by the Trustee under the powers conferred upon it under the Deed and the

Investment Management Agreementand shall at all times owe a fiduciary duty to the Contributors. The Investment Manager shall act as an

independent agent of the Fund and take decisions on investments / divestments for the Fund and administer the operations of the Fund in

accordance with the powers delegated by the Trustee under the Investment Management Agreement and in compliance with the AIF Regulations.

2.17 Independent consultation

The Contributor confirms that it has been advised to consult with its attorney regarding legal matters concerning the Fund as well as with

independent tax advisers regarding the tax consequences of investing into the Units of the Fund. The Contributor is apprised that the Trustee or

the Investment Manager or the Fund has provided no warranty or assurance regarding the ultimate availability of any tax benefits either to the

Fund or to the Contributor by reason of the Contributor’s investment into the Fund or otherwise.

2.18 No management rights

The Contributor shall not have the right or power to participate in the management or affairs of the Fund, nor shall the Contributor have the power

to represent, sign for or bind the Fund. The exercise by the Contributor of voting rights conferred herein shall not be construed to constitute

participation by the Contributor in the control or management of the affairs of the Fund. It is further clarified that in no event the Contributor shall

have any right to manage the investments or divestments of the Fund or take any other decision which the Trustee or Investment Manager is

entitled to take. The rights of the Contributor shall be limited to the extent expressly provided in this Agreement.

2.19 Limited recourse

The Units constitute limited recourse obligations of the Fund. Any distributions on the Units or redemption of Units are payable by the Trustee /

Investment Manager solely from the Contribution Fund in accordance with Clause 11 and the Trustee / Investment Manager has no other

obligation to make any distributions in respect of the Units. None of (i) the Trustee / Investment Manager, their respective affiliates, and their

respective directors, officers, employees, members, shareholders, representatives, agents, partners, external advisors and consultants; (ii) any

officer, director, employee, direct or indirect partner, member, shareholder, external advisor, consultant or specified agent of the Fund

designated as such by the Trustee/ Investment Manager; and (iii) any person who serves as a member on the Investment Committee; shall be

obligated to make any distributions in respect of the Units. The Contributor must rely solely on the InvestmentProceeds generated from Portfolio

Investments for any returns / distributions on the Units. There can be no assurance thatInvestment Proceeds will be sufficient to make

distributions on the Units. Further, the Trustee’s / Investment Manager’s ability to make distributions on the Units will be constrained by the

terms of the issue of the Units. If the Contribution Fund is insufficient to make distributions on the Units, no other assets of the Trustee /

Investment Manager / Settlor / Sponsor shall be available for payment of the deficiency, and, following the realisation/liquidation of all the

Portfolio Investments and termination of the Fund, the Trustee / Investment Manager / Settlor shall have no further obligations in respect of the

Units. Notwithstanding anything contained in the Fund Documents, the Contributor shall have no recourse against the Trustee / Investment

Manager in respect of any actions taken by the Trustee / Investment Manager in accordance with the Fund Documents.

2.20 Joint Contributors

2.20.1

ThisClause2.20 shall only be applicable if the Units under this Agreement areheld by a Contributor jointly with any other Person (“Joint Holder”).

The Contributor and the Joint Holder shall be treated as a single Contributor for the purpose of this Agreement, provided however, not more than 2

(two) persons shall act as Joint Holder where such person are Relatives. Further, only the Contributor first named in the register of Beneficiaries

shall be entitled to all the rights under this Agreement, however, the first and the second Contributor shall be jointly and severally obliged to fulfil

all the obligations under this Agreement. The Joint Holder will be entitled to the rights under this Agreement in relation to the Units only after the

demise of the Contributor first named in register of Beneficiaries. The Joint Holder shall comply with the KYC norms stipulated by the Investment

Manager and SEBI, and execute all the necessary documents as requested by the Investment Manager.

2.20.2

For the purpose of this Clause 2.20, Relatives shall mean any of the followingpersons:

(I) spouse of a Contributor;

(ii) parent of a Contributor; or

(iii) child of a Contributor.

2.20.3

Capital Contribution: All Capital Contributions required to be made in accordance with the terms of this Agreement shall be made from the bank

account of the Contributor first named in the register of Beneficiaries in relation to the Contributor, provided that, where the Joint Holder is a

Relative, the Capital Contribution of such Joint Holder maybe paid from the bank account of any of the Joint Holders.

2.20.4

Service of notice: Save as otherwise provided under this Agreement, all the notices, communications and other documents required to be served

by the Trustee or the Investment Manager, under the provisions of this Agreementor otherwise, shall be served on the Contributor first named

herein.

2.20.5Distribution of Investment Proceeds: Save as otherwise provided under this Agreement, any payment to Contributors (or JointContributors)

including that of InvestmentProceeds or otherwise shall be made to the Contributor (or Joint-Contributors) named first herein.

2.20.6

Attendance and voting: Save as otherwise provided under this Agreement, at the meeting of the Contributors, only the Contributor named first

herein, or his duly authorised representative / present shall be entitled to exercise the voting powers as the Contributor and shallbe counted for

the purposes of quorum. The Investment Manager may permit the persons other than the first named Contributor to participate in a meeting;

provided, however, that such person shall not be entitled to vote.

2.20.7

Event of death: In the event of death of any of the Joint Contributors, the Fund shall thereafter record the name of the nominee of the deceased

Contributor. In the event the deceased Contributor does not name any person as his nominee, the Trustee shall be entitled to treat the surviving

Contributor as his nominee.

3 Contributors Participating in Subsequent Closings

3.1

Each Contributor will enter into this Agreement with the Fund, specifying the terms and conditions upon which the Contributor agrees to subscribe

to the Class A1 Units, Class A2 Units, Class A3 Units, Class A4 Units, Class B1 Units, Class B2 Units, Class B3 Units, Class B4 Units, and Class C

Unitsof the Fund, as the case may be. There may be separate contribution agreements for Indian resident Contributors and non-resident

Contributors.

3.2 Induction of new Contributor in Subsequent Closing:

3.2.1

The Investment Manager may hold one or more Subsequent Closing(s), including the Final Closing, in which it may accept subscriptions for Units

from Additional Unitholders. The Investment Manager shall ensure that each Additional Unitholder that is admitted to the Fund or increases its

Capital Commitment at a Subsequent Closing shall contribute its pro rata share of all previous Capital Contributions made by the existing

Unitholders to the Fund at such Subsequent Closing or such other date as specified by the Investment Manager in the relevant Drawdown Notice,

such that after such Capital Contribution the proportion of Capital Contributions by the Additional Unitholder and that of the existing Unitholders

are equivalent (“Catch-up Contribution”).

3.2.2

Each Additional Unitholder at a Subsequent Closing shall pay to the Fund an equalisation amount (a “Compensating Contribution”) calculated at

up to 10% (Ten percent) p.a. compounded annually in INR terms on the Catch-Up Contribution required to be made by such Additional Unitholder,

calculated from the dates on which such amounts would have been due if such Person had been admitted at the Initial Closing and up to the date

when the Capital Contribution is made by such Additional Unitholder. The Investment Manager may, at its sole discretion, increase, reduce or

waive the Compensating Contribution for any Unitholder participating at Subsequent Closings.

3.2.3

It is clarified that the Compensating Contribution will be payable by a Unitholder participating in a Subsequent Closing on the entire Catch-up

Contribution payable on the date of such Subsequent Closing, irrespective whether the Catch-up Contribution amounts are drawn down at the

time of such Subsequent Closing. Any applicable tax withholding on the Compensating Contribution will be deducted and paid, as may be

determined by the Fund.

3.2.4

The Catch-up Contribution shall be distributed to the then existing Unitholders (excluding for the avoidance of doubt, such Additional Unitholder)

pro rata to the amount of their respective Capital Contributions, unless the Investment Manager elects for it to be utilised towards investment in

Portfolio Investments (including Temporary Investments) or for satisfaction of Fund Expenses or Management Fee. It is hereby clarified that where

the Investment Manager proposes to utilize any such amounts towards making Portfolio Investments (including Temporary Investments), the

Investment Manager shall prior to such utilization issue a Drawdown Notice in accordance with the Fund Documents.

3.2.5The Compensating Contribution: (i) will not be applied to the subscription of Units by the Additional Unitholder; (ii) will not be treated as a Capital

Contribution by such Additional Unitholder to the Fund; and (iii) will not reduce the Additional Unitholder’s Capital Commitment.

3.2.6

The Compensating Contribution collected from an Additional Unitholder shall be allocated amongst the Unitholders who subscribed to the Units

prior to such Subsequent Closing or Final Closing (after withholding of applicable taxes) pro rata to time and amount of their Capital Contribution,

which distribution may be effected either by a pro-rata refund or set off against their respective Unfunded Capital Commitments or in any other

way as determined by the Investment Manager and shall be deemed to be a payment made directly by the Additional Unitholders to such existing

Unitholders and shall not be deemed to be a distribution by the Fund.

3.2.7

Catch-up Contributions not utilised as permitted under the Fund Documents will be distributed to the Unitholders within a reasonable time after

receipt of such amounts by the Fund. In case the Catch-up Contributions from the Additional Unitholders are distributed to the then existing

Unitholders, it will increase their Unfunded Capital Commitment to the extent of such distribution, but such distribution shall not count as a

distribution for the purposes of the Distribution Waterfall. If any such Catch-up Contributions are retained by the Investment Manager pursuant to

this paragraph for utilisation by the Fund, then the Investment Manager will allot Units of the relevant class to the Unitholder against such

amount.

4 Fees and Expenses and Payment of Taxes

The following expenses shall be borne by the Fund, whether incurred by the Fund or by the Trustee or by the Investment Manager, for and on behalf

of the Fund:

4.1 Establishment Expenses

4.1.1

The Fund will bear at actuals, all non-recurring establishment expenses, including setting up costs, legal fees, registration expenses (including any

stamp duty), legal and professional expenses incurred in relation to the preparation and negotiation of the Fund Documents or any other

documents applicable to the Fund in relation to the offering of Units pursuant to theMemorandum, and such other costs directly attributable to

the establishment of the Fund and obtaining various licenses, approvals and registrations (“Establishment Expenses”) and charged to the Fund.

The Establishment Expenses will be amortised over the Term of the Fund at the discretion of the Investment Manager.

4.2 Operating Expenses

4.2.1The operational expenses (“Operating Expenses”) of the Fund shall be borne at actuals by the Fund and shall be charged on a monthly basis. For

this purpose, the Operating Expenses shall include:

(i)

all fees, costs and expenses related to operations of the Fund (including travelling, lodging and boarding costs) incurred by the Investment

Manager or the Trustee, lawyers, consultants, agents, advisors, accountants, administrators, depository and custodians and any taxes

thereon including, but not limited to, any goods and services tax, if applicable;

(ii)all Fund audit, reporting, valuation and accounting costs, including expenses associated with maintenance of books of accounts and other

records of the Fund;

(iii) trusteeship fees (including any goods and services tax or other taxes payable thereon);

(iv)the costs of all Fund meetings, meetings of the Unitholders or any other committee or board of the Fund (including the out-ofpocket

expenses of the officers and any other committee or board of the Fund);

(v)communications, travel and other expenses, including expenses relating to meetings with the Investors and printing of reports, annual

reports, financial statements and newsletters;

(vi)administration, communication, advertising, promotional, operating, and transactional expenses (including bank charges) incurred by the

Fund;

(vii) third party fees, costs and expenses attributable to transactions that are completed;

(viii) the costs of any liability or indemnity or similar insurance for the Investment Manager and any other Indemnified Persons;

(ix)all costs in connection with directors’ and officers’ liability and other insurance premiums purchased in connection with all investments in

Portfolio Companies;

(x)all filing and re-filing fees and any other levies on the Fund Documents and documents executed with Unitholders, to the extent not paid by

the Unitholders;

(xi) all fees, costs and expenses incurred in terminating the Fund and liquidating its assets;

(xii)

all duties (including stamp duty payable in relation to issuance of units or duties incurred in respect of acquiring, holding, selling or

otherwise disposing of Fund’s assets or other statutory expenses), fees or other government or similar charges levied on the Fund in

connection to any of the expenses in (i)-(xviii);

(xiii) interest, fees and other amounts payable on borrowings;

(xiv) all reasonable, incidental or ancillary expenses relating to the above

4.2.2

Operating Expenses and Establishment Expenses shall collectively be referred to as “Fund Expenses” and shall be subject to a cap of 0.25% per

annum of the average NAV per unit of the Fund (“Fund Expenses Cap”). Notwithstanding anything contained herein, any taxes payable on the Fund

Expenses shall not be subject to the Fund Expenses Cap.

4.2.3It is clarified that the Operating Expenses shall not include the Management Fees paid to the Investment Manager. Notwithstanding the above, the

following Operating Expenses shall not be subject to the Fund Expenses Cap:

(i)

the brokerage, investment banking and other third-party fees and expenses attributable to sourcing, screening, negotiating and making

Portfolio Investments and divestments that are not borne by the Portfolio Company;

(ii) all costs incurred for evaluating investments and divestments, including but not limited to market research costs, diligence costs

such as legal diligence, financial diligence, business and market diligence, ESG diligence, costs incurred towards third party vendors for

provision of related services and software, and the like;

(iii) fees payable to merchant banks and other consultants/advisors for providing services to the Fund;

(iv) all fees, costs and expenses incurred in making exits from Portfolio Investments;

(v) interest on borrowings;

(vi) broken deal costs referred to in paragraph (x) above;

(vii) all litigation and / or arbitration cost connected to, or arising from, the Fund’s activities;

(viii all indemnification obligation (contingent or otherwise) of the Fund (including fees, cost and expenses);

(ix)all taxes (including transfer, capital and other taxes, duties incurred in acquiring, holding, selling or otherwise disposing of the Fund’s

assets); and

(x) all extra-ordinary and non-recurring expenses related to the Fund’s activities.

4.2.4

To the extent that the Investment Manager incurs any of the Fund Expenses on behalf of the Fund, the Fund will, within 30 (Thirty) calendar days of

presentation of an appropriate expense account supported by appropriate invoices and/or receipts, ensure that the Investment Manager is duly

reimbursed.

4.2.5

The Operating Expenses and Establishment Expenses shall generally be met out of the following:

(i) the Investment Proceeds and receipts of the Fund; or

(ii) from the Capital Contributions drawdown by the Fund.

4.2.6 The Unitholders shall bear the Fund Expenses in accordance with this Agreement. ‘

4.2.7

The Trustee shall, based on the advice of the Investment Manager, ensure that all Fund Expenses are adequately provided for before any

Investment proceeds are credited and treated as part of Contribution Fund, such that only such net amount is attributable as income, gains,

profits, losses and only such sums are distributable to the Contributors in proportion to their respective Beneficial Interest.

4.3 Management Fee

4.3.1

The Fund shall pay Management Fee, which shall accrue daily from the Initial Closing and will be payable on a fortnightly basis to the Investment

Manager, provided however, the Management Fee for up to the first 18 (Eighteen) months shall be payable in advance along with the first

Drawdown. This advance Management Fee shall be charged on the Capital Commitments of each Unitholder and subsequently adjusted over the

Term of the Fund.

4.3.2The Management Fee shall be exclusive of all applicable taxes and levies such as any goods and services tax or any other indirect tax/levy

(together with surcharge or cess as may be applicable) leviable on such Management Fee.

4.3.3

The Management Fee shall be charged at the following rates for each Unitholder:

CLASS OF UNITS MANAGEMENT FEE

Class A1 Unit 2% p.a. of the average Daily Net Assets of the Units held by such Unitholder

Class A2 Unit 1.75% p.a. of the average Daily Net Assets of the Units held by such Unitholder

Class A3 Unit 1.5% p.a. of the average Daily Net Assets of the Units held by such Unitholder

Class A4 Unit 1.5% p.a. of the Average Daily Net Assets of the Units held by such Unitholder

Class B1 Unit 2.5% p.a. of the average Daily Net Assets of the Units held by such Unitholder

Class B2 Unit 2.25% p.a. of the average Daily Net Assets of the Units held by such Unitholder

Class B3 Unit 2% p.a. of the average Daily Net Assets of the Units held by such Unitholder

Class B4 Unit 2% p.a. of the average Daily Net Assets of the Units held by such Unitholder

4.3.4 It is hereby clarified that no Management Fee shall be charged to Class C Unitholders.

4.3.5

The Investment Manager may, in its sole discretion, reduce the Management Fee payable by the Class A1 Unitholders, Class A2 Unitholders, Class

A3 Unitholders, Class A4 Unitholders Class B1 Unitholders, Class B2 Unitholders, Class B3 Unitholders and / or the Class B4 Unitholders (all such

arrangements being in the form of a rebate or otherwise) from time to time. Further, the Investment Manager may, in its sole discretion, reduce

the Management Fee payable by any Unitholder.

4.3.6

The payment of the Management Fee by the Fund to the Investment Manager shall accrue and commence from the date of Initial Closing,

notwithstanding that the Fund may continue to receive Capital Contributions after the date of Initial Closing till the date of Final Closing. At each

Subsequent Closing, the Investment Manager shall be entitled to a Management Fee on any new Capital Contributions received by the Fund.

4.3.7

The Management Fee shall be paid from (i) Capital Contributions drawn down by the Fund from Unitholders, or (ii) from the Investment Proceeds

and receipts of the Fund. In the event that the Fund is unable to pay any amount of the Management Fee when due for any reason whatsoever, the

Investment Manager may issue a Drawdown Notice to fund such payment. The liability for such non-payment of Management Fee will accrue in the

books of accounts and such liability would be first cleared from any proceeds from Portfolio Investments before determining the allocable surplus

to Unitholders.

4.3.8For avoidance of doubt, it is hereby clarified that the Management Fee payable to the Investment Manager shall be paid or adequately provided

for by the Fund prior to income being attributed / allocated to the Contributors.

4.4 Placement Agents

4.4.1 The Fund may use the services of arrangers, distributors or placement agents, as may be necessary from time to time.

4.4.2

One-time placement fees (“Placement Fee”) of up to 2% (Two percent) may be charged by the Investment Manager, at its discretion, on the

aggregate Capital Commitments of a Contributor. The Placement Fee payable to the Investment Manager shall be exclusive of all goods and

services tax leviable on such Placement Fee, and the applicable goods and services tax applicable to such Placement Fee (together with surcharge

or cess as may be applicable) shall be borne by the relevant Contributor.

4.4.3It is clarified that no Units will be allotted against such Placement Fees paid by the Contributor and the amount paid towards Placement Fees by

the Contributors shall not be regarded as Capital Contributions for the purposes of the Distribution Waterfall.

4.4.4Contributors making Capital Commitments without the intermediation of a placement agent or other distributors will be Class A4 Units and B4

Units.

4.5 Investment Manager’s Expenses

4.5.1

The Investment Manager will pay all of its administrative and overhead expenses, and all other day-to-day expenses and make its own provision for

the same, including the following:

(i) salaries, wages and customary expenses of the Investment Manager’s employees;

(ii) expenses payable towards use of office space by the Investment Manager;

(iii) expenditures for equipment used by the Investment Manager;

(iv) administration, communication and other related costs;

(v) Fund Expenses in excess of the Fund Expenses Cap; and

(vi) Any discretionary expenses undertaken by the Investment Manager towards business development over and above the basic requirements.

4.6 Taxes

4.6.1

The Contributor acknowledges and agrees that the Trustee / Investment Manager shall withhold applicable taxes as required under the Income

TaxAct, 1961 (“IT Act”), however, in the event the Trustee or the Investment Manager is regarded as a ‘representative assessee’ under the IT

Act,then in such cases, the Trustee or the Investment Manager will compute and discharge the tax liability on each Contributor’s share in the

income of the Fundon behalf of the Contributor in its capacity as a representative assessee, at the appropriate tax rate (including applicable

surcharge and cess, if any) applicable to each stream of income of the Fund. The Trustee or the Investment Manager shall discharge its

abovementioned obligation, without giving effect to any specific benefits or claims, including but not limited to, provisions relating to differing

income tax slab rates applicable to the Contributor or Minimum Alternate Tax (within the meaning of the ITAct) or setoff of brought forward losses

or specific exemptions (specific to the Contributor) under the provisions of the ITAct, that the Contributor may be governed by or entitled to claim

under the provisions of the ITAct.

4.6.2

Where applicable, the Trustee or the Investment Manager will discharge, from the Contribution Fund, the tax obligations in a periodic manner as

may be required under the provisions of the ITAct in the form of advance tax payments, self-assessment tax payments etc. Where applicable the

Trustee shall also discharge, from the Contribution Fund, interest, penalties, if any, that may be levied on the Fund under the provisions of the

ITAct. If the Trustee or the Investment Manager is called upon to make any further payment of taxes on the income of the Fund, it shall be entitled to

recover the same from the Contributor.

4.6.3

Any taxes (whether by way of withholding or otherwise) paid on behalf of a Contributor by the Trustee shall be deemed to be a distribution to such

Contributor of its Capital Contribution, and, if the Trustee is called upon to make any further payment of taxes on the income of the Fund, it shall

pay the same as a representative assessee of the Contributors and shall be entitled to recovery of the same from the Contributors.

4.6.4Any tax to be borne by the Fundsuch as goods and services tax or other indirect tax (but not direct taxes, which the Fundmay pay on behalf of the

Contributors) would be considered as an expense for the Fund and shallnot be counted as distributions for the Contributors.

5 Representations and Warranties

5.1 Representation by the Trustee

Except to the extent already disclosed in writing to the Contributor, the Trustee shall hereby be deemed to have represented, assured and

undertaken as follows:

5.1.1That it is duly incorporated under the laws of India and has the power to conduct its business as presently conducted and to enter into this

Agreement;

5.1.2That it has full power, capacity and authority to execute, deliver and perform this Agreement and has taken all necessary sanctions and approvals

(corporate, statutory or otherwise) to authorise the execution, delivery and performance of this Agreement;

5.1.3Nothing in this Agreement conflicts with the constitutional documents of the Trustee or any judgment, decree or order or any statute, rule or

regulation applicable to it;

5.1.4That it has no outstanding obligations or liabilities contingent or otherwise (including tax liabilities) which might materially and adversely affect its

financial condition or the Fund’s financial condition;

5.1.5That it is not currently engaged in or threatened by any litigation whose outcome might materially and adversely affect its financial condition;

5.1.6 That it has not issued nor agreed to issue any options over any of the Units of the Fund;

5.1.7It has not incurred any indebtedness which is secured by any mortgage, pledge, charge or lien on the Fund or such that it is inconsistent with its

duties, responsibilities and obligations towards the Fund or the Contributor;

5.1.8It has not guaranteed or entered into any arrangement for guaranteeing the debts of any other company such that it is inconsistent with its duties,

responsibilities and obligations towards the Fund or the Contributor;

5.1.9All government approvals and statutory permissions as are necessary for the execution of this Agreement and for receiving the Contribution and

issuance of Units have been obtained either in principle or finally; and

5.1.10 The proceeds of the Contribution Fund shallbe used for the purposes mentioned in the Deed and the Memorandum.

5.2 Representation by the Contributor executing this Agreement

The Contributor hereby represents, assures and confirms as follows:

5.2.1 In case of a Person other than an individual –

(i) It is duly incorporated under the laws of its jurisdiction and has the power to conduct its business as presently conducted;

(ii) It has the power, capacity and necessary regulatory approval, as applicable, to enter into this Agreement;

(iii) It has read the terms and the conditions mentioned in the FundDocuments and accepts the same unconditionally;

(iv)All the details relating to the Contributor as given to the Investment Manager and/ or the Trustee in this Agreement are true, correct and valid

(including the details of its bank account, PAN and other KYC documents);

(v) It is aware of the provisions of the Prevention of Money Laundering Act, 2002 and it has not contravened any provisions of the same;

(vi)It or its principal officer / director / authorised signatory has read and understood the terms and the conditions mentioned in the Fund

Documents and the risk factors mentioned therein and accept the same unconditionally;

(vii) It has duly executed this Agreement and all information provided to the Investment Manager / Trustee are true and correct in all respects;

(viii)It has the full power, capacity and authority to execute, deliver and perform this Agreement and has taken all necessary sanctions and

approvals (corporate, statutory or otherwise) to authorise the execution, delivery and performance of this Agreement by it;

(ix)

The copies of the certificate of incorporation and the charter / constituent documents of the Contributor, which have been certified and

initialed by a principal officer/ director/ authorized signatory on behalf of the Contributor and furnished to the Trustee, are correct and

complete and reflect all amendments made thereto prior to the execution of this Agreement;

(x)

It is not a party to or otherwise bound by any agreement which would in any way affect the performance of its obligations under this

Agreement and there are no existing or threatened actions or proceedings against it which, if decided against it, would have a material

adverse effect on it or its business, properties and assets or on its ability to perform its obligations under this Agreement;

(xi) There are no bankruptcy proceedings against the Contributor or any of the assets owned by the Contributor;

(xii)Copies of Permanent Account Number and proof of tax residence/declaration, if applicable and in the format set out in the Exhibit C (if

applicable) supplied/given by it are true, correct and valid;

(xiii) It shall provide relevant proof of exemption from the payment of income tax, if applicable; and

(xiv) None of the following have occurred and is subsisting and no notice in connection therewith has been served in relation to the Contributor:

(a)An application to a court for an order, or the making of any order, that it be wound up, that a liquidator, receiver or custodian be appointed of

the Contributor or any of its assets or that it be placed in bankruptcy;

(b ) A resolution for winding up;

(c) The convening of a meeting or passing of a resolution to appoint a liquidator;

(d)A scheme of arrangement, amalgamation or reconstruction or composition with or without assignment for the benefit of, all or a class of

creditors;

(e)The taking of any action to seize, attach, take possession of or appoint a custodian, receiver, liquidator or manager in respect of the

Contributor or any of its shares or property; and

(f)Any other event or condition, which could have a material adverse impact on the Contributor’s ability to meet its Capital Commitment to the

Fund.

5.2.2 In case of an individual Contributor

(i)He is a resident of India as contemplated under the Foreign Exchange Management Act, 1999 and the Income Tax Act,1961 or an individual

who is not a resident of India is permitted to invest in the Fund;

(ii) He is aware of the provisions of Prevention of Money Laundering Act, 2002 and is not in contravention of any of the provisions of the same;

(iii) He has the power and capacity to enter into this Agreement;

(iv)He has read and understood the terms and the conditions mentioned in the Fund Documents and the risk factors mentioned therein and accepts

the same unconditionally;

(v) He has read the terms and the conditions mentioned in the Fund Documents and accepts the same unconditionally;

(vi) He has duly executed this Agreement and forms attached thereto and all information provided herein is true and correct in all respects;

(vii)

He has the full power, capacity and authority to execute, deliver and perform this Agreement and has taken all necessary sanctions and approvals

(statutory or otherwise) to authorize the execution, delivery and performance of this Agreement by him and this Agreement is the legal, valid and

binding obligation of the Contributor, enforceable against the Contributor in accordance with its term;

(viii)

Copies of Permanent Account Number and proof of residence and other KYC documents including but not limited to FATCA/ CRA/ UBO declarations or

information and proof of tax residence/declaration, if applicable and in the format set out in the Exhibit C (if applicable) supplied/givenby him are

true, correct and valid and the same have been duly signed and certified by his own hand;

(ix) Heshall provide relevant proof of exemption from the payment of income tax, if applicable;

(x)

He is not a party to or otherwise bound by any agreement which would in any way affect the performance of his obligations under this Agreement

and there are no existing or threatened actions or proceedings against him which, if decided against him, would have a material adverse effect on

him or his business, properties and assets or on his ability to perform his obligations under this Agreement; and

(xi) None of the following have occurred and is subsisting and no notice in connection therewith has been served in relation to the Contributor:

(xii) An application to a court for an order, or the making of any order, that he be declared an insolvent or any of his assets be placed in bankruptcy;

(xiii)The taking of any action to seize, attach, take possession of or appoint a custodian, receiver, liquidator or manager in respect of any of his assets or

property; and

(xiv) Any other event or condition, which could have a material adverse impact on the Contributor’s ability to meet his Capital Commitment to the Fund

5.3 Conditions applicable to all Contributors

5.3.1 In case of a Person (whether or not an individual) not resident in India:

(i) It is not a resident of India;

(ii) It is not, and has never been, a resident of Bangladesh or Pakistan;

(iii)

it is not resident in a country identified in the public statement of Financial Action Task Force as: (i) a jurisdiction having a strategic Anti-Money

Laundering or Combating the Financing of Terrorism deficiencies to which counter measures apply; or (ii) a jurisdiction that has not made

sufficient progress in addressing the deficiencies or has not committed to an action plan developed with the Financial Action Task Force to

address the deficiencies;

(iv) It is in compliance with the relevant provisions of the applicable laws (local and Indian) at the time of subscribing to the Units of the Fund;

(v) it was issued the Memorandum on a private placement basis and not through public solicitation;

(vi)It shall comply with relevant tax provisions applicable across jurisdictions and make appropriate periodic filings for that purpose in India and

other applicable jurisdictions;

(vii) It is not investing through an intermediary entity on behalf of an Indian resident or a resident of Bangladesh or Pakistan;

(viii)It is eligible to invest in the Fund and is not subject to any restrictions under the applicable laws or by order of any court of competent

jurisdiction;

(ix)It is investing and is allowed to invest as principal for its own account, and all future investments will also be made as principal. If this cannot

be given, then the Contributor warrants to confirm each future investment made, individually; and

(x)It has understood and shall bear the currency and foreign exchange risks that may arise as a result of the investor investing in foreign

currency and the Fund investing in securities that are primarily denominated in Rupees.

5.3.2 Further the Contributor confirms the following:

(a)Contributor has obtained all requisite approvals, consents and registrations, as may be required under applicable laws and regulations, for

making Capital Contributions to the Fund;

(b)Contributor has received, carefully read and understood the Fund Documents including, among other things, the organization and investment

objectives and policies of, and the risks and expenses of an investment in, the Fund;

(c)Contributor has reviewed, in particular, the section titled “RISK FACTORS - Conflicts of Interest” in the Memorandum and understands the risks

of investing in the Fund;

(d)

Contributor acknowledges that in making a decision to subscribe the Units in the Fund, the Contributor has relied only on the information set

forth in the Fund Documents. The Contributor understands that no Person has been authorized to make any representations concerning the

Fund which are inconsistent with those contained in the Fund Documents;

(e)

Contributor represents that, in subscription to the Units of the Fund, it is not relying upon any written or oral statements of any employee,

officer or other personnel of the Fund, the Investment Manager, the Trustee, any placement agent, any affiliate of the foregoing or any other

Person other than the statements contained in the Fund Documents;

(f)

Contributor does not and shall not rely on the Investment Manager, the Trustee, any Affiliate of the foregoing or any other Person or entity

with respect to the legal, tax and other economic considerations involved in this investment, other than the Contributor’s own advisors. The

Contributor has not considered the contents of the Memorandum to be legal or tax advice;

(g)Contributor’s investment in the Units of the Fund is consistent with the investment purposes, objectives and cash flow requirements of the

Contributor and shall not adversely affect the Contributor’s overall need for diversification and liquidity; and

(h)

Contributor shall, at all times until termination of this Agreement, adhere to the laws of India, including but not limited to, any provisions of,

or regulations framed or notifications issued under, the Foreign Exchange Management Act, 1999and the SEBI Act. Further, the Contributor

shall ensure that its investments into the Fund is in accordance with the laws of India and the Contributor shall adhere to the terms and

conditions as may be prescribed by any statutory, regulatory, administrative or governmental authority, as may be required for making

investment into the Fund.

5.4 Representations by the Investment Manager

5.4.1 It is duly incorporated under Indian law and has the power to conduct its business as presently conducted;

5.4.2 It has the power/capacity to enter into this Agreement;

5.4.3

It has the full power, capacity and authority to execute, deliver and perform this Agreement and has taken all necessary sanctions and approvals

(corporate, statutory or otherwise) to authorize the execution, delivery and performance of this Agreement by it and this Agreement constitutes a

legal, valid and binding obligation of the Investment Manager, enforceable against the Investment Manager in accordance with its terms.

5.4.4None of the following have occurred and is subsisting and no notice in connection therewith has been served in relation to the Investment

Manager:

(i)An application to a court for an order, or the making of any order, that it be wound up, that a liquidator, receiver or custodian be appointed of

the Investment Manager or any of its assets or that it be placed in bankruptcy;

(ii) A resolution for winding up;

(iii) The convening of a meeting or passing of a resolution to appoint a liquidator; and

(iv)The taking of any action to seize, attach, take possession of or appoint a custodian, receiver, liquidator or manager in respect of the

Investment Manager or any of its shares or property;

5.4.5Nothing in this Agreement conflicts with the constitutional documents of the Investment Manager or any judgment, decree or order or any statute,

rule or regulation applicable to it;

5.4.6That it has no outstanding obligations or liabilities contingent or otherwise (including tax liabilities) which might materially and adversely affect its

financial condition or the Trust;

5.4.7It has not guaranteed or entered into any arrangement for guaranteeing the debts of any other company, such that, it is materially inconsistent

with its duties, responsibilities and obligations towards the Trust or the Contributor;

5.4.8It has not incurred any indebtedness which is secured by any mortgage, pledge, charge or lien on the Fund or such that it is inconsistent with its

duties, responsibilities and obligations towards the Fund or the Contributor; and

5.4.9 The proceeds of the Contribution shall be used for the purposes mentioned in the Deed and the Memorandum.

5.5 Acknowledgment

Each Party acknowledges that it has made representations hereinabove in this Clause 5on the faith and strength whereof the Parties have entered

into this Agreement. Each Party warrants that each of its representations is true and correct and is not misleading in any material aspect. Further,

the Investment Manager may, reject the application of the Contributor, should it fail to meet, or have misrepresented, the ‘Know Your Customer’

norms of the Fund. The Contributor understands, agrees and acknowledges that an

investment in the Fund involves a high degree of risk and is suitable only for those Persons who can bear the economic risk of the loss of their entire

investment and who have limited need for liquidity in their investment. Additional risks and uncertainties not presently known to the Investment

Manager, or that it currently deems immaterial, may also have an adverse impact on the Fund’s prospects and business.Further, the Contributor

also understands, agrees and acknowledges that there can be no assurance that the Fund’s investment objectives shall be achieved, or, that the

Contributor shall receive a return on its Capital Contributions, or, that a Contributor will not lose all of his investment in the Fund.

6 Conditions of Capital Contribution

6.1 Conditions

Unless otherwise agreed between the Parties hereto, the obligation of the Contributor to make contribution against its Capital Commitment is

subject to the following conditions:

6.1.1All governmental, corporate, SEBI, shareholders’, or other necessary approvals, licenses, certificates or consents as may be required having been

obtained for:

(i) Issuance of Units represented by the Statement of Account or unit certificate to the Contributor against their Capital Contribution; and (ii) The

due execution and delivery of this Agreement and other relevant documents and agreements.

6.2 Further Conditions

6.2.1 The obligation of the Contributor to make Contribution against its Capital Commitment is also subject to the conditions that:

(i) Contributor receives the Drawdown Notice from the Investment Manager for payment of the stated amount of Capital Contribution.

(ii) No event or change of law occurs which makes it impossible that:

(a)The Investment Manager shall be able to conductits operations and business in a manner consistent with its constitutional documents and

the Deed; or

(b) The Investment Manager shall be able to fulfill its obligation under this Agreement or the Deed as applicable.

6.2.2The representations and warranties contained in Clause 5are true and shallbe true asof the date of the applicable Closing and shall have the same

effect as though made on and as of that date.

7 Conditions applicable during the continuation of this Agreement

7.1 Utilization of the Contribution Fund

7.1.1The Trustee and the Investment Manager shall ensure that the Contribution Fund is utilized solely and exclusively for meeting the purposes and

objects as stated in the Deed, this Agreementand the Memorandum.

7.1.2

Until Capital Contributions (including Capital Contributions received prior to any Closing) received by the Fund are invested in Portfolio Investments

or Investment Proceeds (after meeting Fund Expenses and Management Fees) are distributed to Contributors or Investment Proceeds retained as

reserves for meeting the Fund’s anticipated obligations, the Investment Manager shall be entitled to invest the Capital Contributions, Investment

Proceeds / reserves in Temporary Investments.

7.1.3

It is clarified that prior to the Initial Closing, the Investment Manager shall be entitled to invest the Capital Contributions in Temporary Investments

and any income earned from Temporary Investments prior to the Initial Closing shall be distributed to the holders of Units who have participated in

such Temporary Investments based on the Capital Contribution of such holder of Units.

7.1.4

Without prejudice to the generality of Clause 7.1.1, the Investment Manager shall invest the Contribution Fund in Portfolio Investments (including

Follow-on Investments) and Temporary Investments in accordance with the investment objective and indicative investment restrictions

enumerated in the Memorandum.

7.1.5Further, it is hereby clarified that any returns from redemption of Portfolio Investments shall not be reinvested after the end of Commitment Period

and will be distributed to the Unitholders.

7.2 General Covenants

7.2.1 Unless otherwise agreed to by the Contributor, the Trustee or the Investment Manager shall:

(i)

By itself maintain or cause to be maintained, by a third party agency appointed by the Investment Manager, proper books of accounts,

documents and records with respect to the Fundthat correctly record and explain the transactions of the Fund, and that shall enable the

financial position of the Fund to be determined with reasonable accuracy at any time. The Investment Manager shall also maintain any other

reports as may be prescribed by SEBI from time to time; and

(ii)Inform the Contributor, if it has received any statutory notice for liquidation or otherwise of any suit or other legal process initiated against

the Investment Manager or the Trustee or if a receiver is appointed of any of its properties or business or undertaking.

8 Appointment of Technical / Management Consultants / Chartered Accountants

The Super-Majority of the Contributors shall have the right to appoint, whenever it considers necessary, any person, firm, company or association of

persons engaged in technical, management or any other consultancy business to inspect and examine the working of the Fund and to report to the

Contributors. The Super-Majority of the Contributors shall also have the right to appoint, whenever it considers necessary, any chartered

accountant / cost accountantas Auditor for carrying out any specific assignment(s) or to examine the financial or cost accounting systems and

procedures adopted by the Investment Manager for its working or as concurrent or internal Auditor, or for conducting a special audit of the Fund.

The costs, charges and expenses, including, professional fees and traveling and other expenses of such consultants or Auditor, ifincurred by the

Investment Manager, shall be reimbursed by the Fund to the Investment Manager.

9 Exclusion

9.1

The Investment Manager may exclude a Unitholder from participating in a Portfolio Investment if the Investment Manager determines, based upon

advice of counsel selected by the Investment Manager, that such Unitholder’s participation in such Portfolio Investment would be likely to cause a

material adverse effect on the Fund on account of adverse legal or regulatory implications or violation of any applicable law, governmental

regulation or order to which the Fund is subject, and not otherwise (“Excluded Unitholder”).

9.2The Unfunded Capital Commitment of an Excluded Unitholder will not be reduced as a result of any exclusion. The Investment Manager may issue to

the non-excluded Unitholders, as the case may be, new classes of Units for the purpose of participating in such Portfolio

Investment to the extent of their Unfunded Capital Commitments. Provided however, in no event shall any Unitholder be required to contribute

any amount in excess of their respective Capital Commitments.

9.3

If, as a result of one or more Unitholders being excluded from a Portfolio Investment, the contributions required for a Portfolio Investment are not

sufficient, the Investment Manager shall be entitled to either: (i) have the Fund not make the Portfolio Investment or (ii) (a) offer the amount of

shortfall to be contributed in respect of such Portfolio Investment to one or more Persons (including investors other than in their capacity as

Unitholders); and (b) for any balance remaining after application of the foregoing, increase the amount to be contributed in respect of such

Portfolio Investment by each of the non-excluded Unitholders, and for which purpose the Investment Manager shall issue a further Drawdown

Notice to the non-excluded Unitholders. Unless provided otherwise or as may be appropriate, any calculations under the Fund Documents by

reference to Capital Commitments or Capital Contributions will be deemed to exclude any Excluded Unitholders in respect of the relevant

Portfolio Investment from which such Excluded Unitholders have been excluded, but not other Portfolio Investments.

9.4

It is hereby clarified that an Excluded Unitholder is neither obliged to make Capital Contribution, nor entitled to distributions of Investment

Proceeds in respect of the Portfolio Investments from which such Excluded Unitholders have been excluded, as the case may be, provided that any

such Excluded Unitholder shall not be treated as a Defaulting Unitholder to the extent of the Capital Contribution to which such Excluded

Unitholder has been excluded.

10 Default

10.1

Contributor agrees that payment of Capital Contributions on or before the Due Date or any cure period offered by the Investment Manager (if

applicable) is of the essence, and any default by a Unitholder in the payment thereof would cause injury / damage to the Fund and to the other

non-defaulting Unitholders. The default by a Defaulting Unitholder (as defined below) shall result in loss of rights and privileges linked to the Units

held by such Unitholder in the Fund. Any penalty levied on the Defaulting Unitholder shall be the amount of liquidated damages payable to the

Fund by the Defaulting Unitholder as a consequence of default of such Unitholder’s contractual obligations.

10.2

Unitholders shall be required to contribute such portion of their Capital Commitment as called for by the Investment Manager upon the issuance

of a Drawdown Notice. Any Unitholder failing to contribute any portion of its Capital Commitment on or by the Due Date may, at the discretion of

the Investment Manager, be declared a “Defaulting Unitholder”, without need for any further notice or intimation in this regard, provided

however that the Investment Manager may, at its discretion and with or without any default interest, provide a cure period of such duration as

the Investment Manager deems fit to such Unitholder prior to designating such Unitholder as a Defaulting Unitholder.

10.3

At the discretion of the Investment Manager, a Unitholder may be designated as a ‘Defaulting Unitholder’ and be subject to the consequences set

out herein below if the Unitholder commits a material breach of its obligations under this Agreement, other than the obligation to pay Capital

Commitment as called under the Drawdown Notice, if such breach remains un-remedied for 30 (Thirty) calendar days after notice of the breach

has been given by the Fund to the Unitholder in breach.

10.4

The Investment Manager shall, at its discretion, be entitled to take any or all of the following actions, in combination or separately, in respect of

Defaulting Unitholders to the extent permissible under the AIF Regulations and subject to such terms and conditions as the Investment Manager

may deem appropriate:

10.4.1enforce the Defaulting Unitholder’s obligations by pursuing any rights and remedies the Fund may have against the Defaulting Unitholder,

including by taking legal or other action against the Defaulting Unitholder as more fully set out in this Agreement and the Indenture;

10.4.2

suspend or terminate the right of the Defaulting Unitholder to make further Capital Contributions, provided however, the Defaulting Unitholder

shall remain fully liable to the creditors of the Fund for the amount payable by the Defaulting Unitholder as if such default had not occurred. It is

clarified that the Management Fee agreed to be paid by the Defaulting Unitholder on the entire committed amount may be deducted from the

existing contributed funds. If the Investment Manager exercises this remedy, such Defaulting Unitholders’ Capital Commitment shall stand

reduced to the amount of Capital Contribution as reduced by the part thereof so forfeited;

10.4.3 Suspend or terminate the Defaulting Unitholder’s right to receive any Distribution Proceeds;

10.4.4 following the date of default, not allocate any items of income to the Defaulting Unitholder;

10.4.5

require additional contribution (over and above the Capital Commitment) calculated by applying a default interest at the rate of 15% (Fifteen)

p.a., on the Capital Contribution mentioned in the Drawdown Notice or such other lesser rate as determined in the discretion of the Investment

Manager from the due date of such Drawdown to the date of actual remittance of the amount together with the default interest (such defaulted

Capital Contribution plus additional contribution in accordance with this clause being the “Default Amount”);

10.4.6

forfeit, without compensation, at the discretion of the Investment Manager, any or all Units subscribed by the Defaulting Unitholder. Upon such

forfeiture being effected, the Defaulting Unitholder shall cease to be entitled to any rights including the right to demand refund of its forfeited

portion of the Capital Contribution to the Contribution Fund or any distributions;

10.4.7 offset amounts otherwise distributable to such Defaulting Unitholder against the Default Amount;

10.4.8 prohibit the Defaulting Unitholder from participating in any subsequent Unitholder vote, meeting, consent or decision to be made by the Fund;

10.4.9 sell the Defaulting Unitholder’s allocated but unfunded or forfeited Units to other non-defaulting Unitholders and / or to third parties;

10.4.10

recover or set off against any sums otherwise distributable to the Defaulting Unitholder: (a) Default Amount; (b) Operating Expenses; (c)

Management Fees; (d) indemnification obligations under this Agreement; (e) any other sums it is liable to pay to the Fund under the Applicable

Laws; and (f) cost incurred by the Fund as a result of taking any of the actions;

10.4.11the Investment Manager shall at its discretion issue a Drawdown Notice to such Unitholder to drawdown its entire Unfunded Capital

Commitment; and

10.4.12 take any other action that the Investment Manager deems fit in this regard.

10.5

The Investment Manager may, at its discretion, take any or all of the above actions in respect of the Defaulting Unitholder and shall not be liable

in any manner whatsoever to any Unitholder or other Person for the actions taken or for any inconsistency in application of actions following a

default by a Defaulting Unitholder.

10.6 Notwithstanding any of the above actions being taken by the Fund, the Defaulting Unitholder will remain liable to:

Investment to the extent of their Unfunded Capital Commitments. Provided however, in no event shall any Unitholder be required to contribute any

amount in excess of their respective Capital Commitments.

10.6.1 pay the Default Amount to the Fund;

10.6.2 pay any other amounts which it is liable to pay to the Fund under the Indenture and/or this Agreement including Management Fee; and

10.6.3the creditors of the Fund, to the fullest extent permitted by law, for the amount payable by the Defaulting Unitholder as if such default had not

occurred.

10.7

In case of forfeiture of Units of a Defaulting Unitholder, the Defaulting Unitholder shall not be entitled to any distributions on the forfeited Units and

such forfeiture shall include all interest, gains and distributions declared but unpaid and all payments made by the Defaulting Unitholder in

respect of such Units.

10.8

Notwithstanding the above, the Investment Manager may, at its sole discretion and based on the needs of the Fund, allow Capital Contributions

already made by the Defaulting Unitholder to remain invested and to be returned to the Defaulting Unitholder at the time of disposition of the

Portfolio Investments in the Portfolio Companies, together with distributions to other Unitholders.

10.9

The Default Amount collected from the Defaulting Unitholder shall be retained by the Investment Manager as part of the Contribution Fund to be

utilised towards satisfaction of Fund Expenses and the balance, if any, shall be distributed in the manner set out in the Fund Documents for the

non-defaulting Unitholders.

10.10

It is clarified that the Investment Manager shall continue to have the right to draw Management Fee on the full Capital Commitment of the

Defaulting Unitholder during the Term of the Fund. Consequently, such Management Fee shall be adjusted from any distribution to be made by the

Fund to such Defaulting Unitholder.

10.11

Any Units so forfeited may be disposed of by the Investment Manager as it deems fit and the proceeds of disposal / sale (if any) and all such other

amounts accruing to the Fund on account of actions taken against the Defaulting Unitholder, unless specified otherwise, shall accrue to the

Contribution Fund.

10.12

Further, where the defaulting Unitholder is an Offshore Fund, in the event of any default on making Capital Contributions to the Fund on account of a

default in making of capital contributions by any of such Offshore Fund’s investors, the Offshore Fund shall be treated as a Defaulting Unitholder

only to the extent of such investor’s pro rata share of such Offshore Fund’s Capital Commitment towards the Fund and such Offshore Fund shall not

be treated as a Defaulting Unitholder for the balance of the Capital Commitment.

10.13

In the event of any forfeiture of Units of a Defaulting Unitholder or any reduction in the aggregate Capital Commitments arising out of default by any

Unitholder, the pro rata share of the non-defaulting Unitholders shall be realigned based on such reduction of aggregate Capital Commitment. The

Investment Manager may issue additional Drawdown Notices to replace the Capital Contributions not made by any Defaulting Unitholder with

respect to a relevant Portfolio Investment in proportion to non-Defaulting Unitholders’ pro rata share of the Drawdowns relating to the relevant

Portfolio Investment.

11 Beneficial Interest and Rights of Unitholders

11.1

Sources of income: The Fund will receive proceeds by way of interest, dividends or other forms of cash receivables as permitted by law from the

Portfolio Investments and proceeds realized from the disposition / realisation of the Portfolio Investments (including gains) (“Investment

Proceeds”).

11.2

The Investment Proceeds (after meeting all Fund Expenses and Management Fee) shall be apportioned between the holders of Class A1 Units, Class

A2 Units, Class A3 Units, Class A4 Units, Class B1 Units, Class B2 Units, Class B3 Units, Class B4 Units and Class C Units prorata to their Invested

Amount. The above proceeds shall be further apportioned, allocated and distributed in accordance with the Distribution Waterfall detailed

below.Notwithstanding anything in theMemorandum and in accordance with the provisions of the Trust Deed, all Fund Expenses and Management

Fee shall be adequately provided for before Investment Proceeds are credited and treated as part of Contribution Fund, such that only such net

amount is attributable as income, gains, profits, losses and only such sums are allocable and distributable to the Unitholders, as laid down in

theMemorandum and this Agreement.

11.3Subject to the provisions of the Fund Documents, the Investment Manager or the Trustee (in consultation with the Investment Manager) shall be

entitled to create reserves out of the Investment Proceeds to meet obligations in terms of (“Reserves”):

11.3.1 Fund Expenses and Management Fee;

11.3.2 taxes, duties and other statutory charges or levies, if any (including claims beyond the Term of the Fund);

11.3.3 any liabilities or contingent liabilities of the Fund; and

11.3.4 any other extra ordinary expenses.

11.4

The Investment Proceeds (after meeting Fund Expenses and Management Fee) allocated to a particular Class of Units shall then be adjusted for

other liabilities of the Fund (or the creation of appropriate Reserves for the same) that are allocable to such Class of Units (“Distribution

Proceeds”). It is clarified that the Distribution Waterfall for each Unitholder will be computed separately and returns of Unitholders within same

Class may vary.

11.5

If: (i) the Fund pays any taxes or (ii) withholds any taxes in relation to Unitholders, or (iii) taxes are withheld by the Portfolio Companies or a buyer of

Portfolio Investments, then the amount of all such taxes paid, payable or withheld as set out above, shall be deemed to form part of the

Distribution Proceeds and shall also be deemed to have been distributed to the respective Unitholders while computing the distributions made

under the provisions as set out below (mechanism and priority for distribution amongst the Unitholders shall be referred to as the “Distribution

Waterfall”):

11.5.1 Distribution Proceeds apportioned to Class A1 Unitholder

The Distribution Proceeds apportioned to Class A1 Unitholders (“Class A1 Allocation Amount”) will be distributed in the following manner:

a)

Return of Capital Contribution: First, 100% to the Class A1 Unitholders, in proportion to the number of Units held by such Class A1 Unitholders,

until each Unitholder has received (after taking into account all distributions made to such Unitholder up to the Distribution Date) an amount

equal to 100% of their respective Capital Contribution;

b)

Hurdle Rate: Second, 100% to the Class A1 Unitholders, in proportion to the number of Units held by such Class A1 Unitholders, until each

Class A1 Unitholder has received (after taking into account all distributions made to such Unitholder up to the Distribution Date) an amount

equal to the Hurdle Rate applicable on the amounts referred to in clause (a) above;

c) Catch Up: Third, 100% to the Class C Unitholders until the cumulative amount distributed pursuant to this Clause (c) is equal to up

to 10% of the sum of distributions made to each Class A1 Unitholder pursuant to Clause (b) and to Class C Unitholders under this Clause ©.

d) Remainder Distribution: Thereafter, remainder of the Class A1 Allocation Amount shall be distributed as follows:

(i) At least 90% to each Class A1 Unitholder, in proportion to the number of Units held by such Class A1 Unitholders; and

(ii) Up to 10% to Class C Unitholders, in proportion to the number of Units held by such Class C Unitholders.



a)




b)




c)Catch Up: Third, 100% to the Class C Unitholders until the cumulative amount distributed pursuant to this Clause (c) is equal to up to 10% of

the sum of distributions made to each Class A2 Unitholder pursuant to Clause (b) and to Class C Unitholders under this Clause ©.



(ii) Up to 10% to Class C Unitholders, in proportion to the number of Units held by such Class C Unitholders



a)




b)











a)




b)









11.5.5

Distribution Proceeds apportioned to Class B1 Unitholder

The Distribution Proceeds apportioned to Class B1 Unitholders (“Class B1 Allocation Amount”) will be distributed amongst the Class B1 Unitholders

in proportion to the number of Units held by such Class B1 Unitholders.

11.5.6




11.5.7




11.5.8




11.5.9Distribution Proceeds apportioned to Class C Unitholders

The Distribution Proceeds allocated and distributed to each Class C Unitholder shall comprise of the following:

a)The Distribution Proceeds upfront allocated to Class C Unitholders out of Investment Proceeds (after meeting pro-rata share of Fund

Expenses, Management Fee and Reserves, if applicable) in proportion to the number of Units held by such Class C Unitholders;

b)Cumulative amounts allocated to Class C Unitholders under sub-para (c) and (d)(ii) under the paragraph above titled ‘Distribution Proceeds

apportioned to Class A1 Unitholders’;

c)Cumulative amounts allocated to Class C Unitholders under sub-para (c) and (d)(ii) under the paragraph above titled ‘Distribution Proceeds

apportioned to Class A2 Unitholders’;

d)Cumulative amounts allocated to Class C Unitholders under sub-para (c) and (d)(ii) under the paragraph above titled ‘Distribution Proceeds

apportioned to Class A3 Unitholders’; and

e)

Cumulative amounts allocated to Class C Unitholders under sub-para (c) and (d)(ii) under the paragraph above titled ‘Distribution Proceeds

apportioned to Class A4 Unitholders’. (distributions to Class C Unitholders under (b), (c), (d) and (e) above shall be collectively refer to as

“Additional Return”).

11.5.5


The Distribution Proceeds apportioned to Class B1 Unitholders (“Class B1 Allocation Amount”) will be distributed amongst the Class B1

Unitholders in proportion to the number of Units held by such Class B1 Unitholders.

11.5.6


The Distribution Proceeds apportioned to Class B2 Unitholders (“Class B2 Allocation Amount”) will be distributed amongst the Class B2

Unitholders in proportion to the number of Units held by such Class B2 Unitholders.

11.6

The Distribution Proceeds attributable to Class C Unitholders for the portion which is equal to the ‘continuing interest’ to the extent required by

the AIF Regulations, shall be retained by the Fund and maintained in a separate account and distributed to such Class C Unitholders, at the time of

redemption or at such other time as may be prescribed by the AIF Regulations or as may be clarified by SEBI from time to time. It is clarified that

any income or returns from the ‘continuing interest’, after meeting pro-rata share of Fund Expenses and Reserves, if applicable, shall accrue to the

account of the Sponsor /group entity of the Sponsor (as applicable)as and when they accrue to the Fund. Any amount higher than the ‘continuing

interest’ shall be distributed to the Sponsor / group entity of the Sponsor (as applicable).

11.7

For the sake of clarity, the Distribution Waterfall mentioned above is only for the purpose of laying down the priority and manner of distribution of

Distribution Proceeds between Unitholders and does not lay down the manner in which such Distribution Proceeds will be taxed or accounted in

the hands of Unitholders. Further, distribution of Distribution Proceeds by the Fund may be in the form of distribution on Units or through

redemption of Units or a combination thereof, at the discretion of the Investment Manager.

11.8The Fund will distribute all Distribution Proceeds to the respective Unitholders within a reasonable period from the receipt such amounts by the

Fund.

11.9

All taxes, duties and other charges/levies, if any, payable in connection with the income/gains from Portfolio Investments (including Temporary

Investments) qua each Unitholder’s respective holding of Units which are paid or payable at the Fund level or which are withheld by the Fund

while making allocation / credit / distributions to the Unitholders shall be taken into account while calculating Distribution Waterfall as set out

above. Any such taxes/ duties/ charges/ levies suffered as withholding tax or paid by the Trustee or the Investment Manager qua each

Unitholder’s respective holding of Units in the Fund or withheld from distributions to Unitholders shall be deemed to be an amount distributed to

the Unitholders and shall form part of Distribution Waterfall as provided herein above to such Unitholder as on date when such taxes/ duties/

charges/ levies are deducted or paid, as the case may be.

11.10

Notwithstanding anything stated above, the Fund will not be required to make any distribution: (i) unless there is sufficient cash available; or (ii)

where, in the opinion of the Investment Manager, such distribution would leave the Fund with insufficient funds or profits to meet any present or

future contemplated obligations, liabilities or contingencies (including fees, costs and expenses for the residual Term of the Fund); or (iii) which, in

the opinion of the Trustee or the Investment Manager, are required to enable the Fund to make Follow-on Investments or reinvestments as set

out in theMemorandum.

11.11

For the purpose of effecting a distribution, or otherwise, the Units may be redeemed by the Investment Manager. The Investment Manager may

redeem such part of the Units as it decides for the purpose of effecting a distribution or otherwise, provided the Beneficial Interest of the

Unitholders in the Fund shall remain unchanged. The redemption shall be affected at such redemption price as the Investment Manager may

deem appropriate.

11.12Units not redeemed by the Investment Manager during the Term shall be redeemed as soon as practicable on or after the expiry of the Term of the

Fund. Unitholders are required to consult their tax advisers for determining the tax treatment of any distributions made by the Fund.

11.13 Contributor Giveback:

11.13.1

To the extent that the assets of the Fund are insufficient to cover its indemnity obligations or any other obligations in relation to the costs,

expenses and liabilities to be borne by the Fund, the Investment Manager or the Trustee (with prior written consent of the Investment Manager)

shall require each Unitholder to return any distributions made to such Unitholder (or former Unitholder) for the purposes of meeting such

Unitholder’s share of such indemnity obligations or to pay for, meet and satisfy any such liability or obligation of the Fund (“Giveback Obligation”);

provided that:

(i)

In case of non-tax liabilities, such amounts shall not exceed 30% (Thirty) of the aggregate distributions made to such Unitholder or former

Unitholder, as the case may be, by the Fund and shall not continue beyond 3 (Three) years from the end of the Term (including extensions, if

any); and

(ii)

In case of any tax liability arising to the Fund, the obligation of the Contributors to return distributions will continue till such date as the

assessments have been completed or judgment of the court/tribunal in respect of the Fund’s liability is fully enforced (i.e., the liabilities are

fully discharged) and the Unitholder’s Giveback Obligation in relation to any tax liability of the Fund shall be to the extent of such

Contributor’s pro rata share of the tax liability.

11.13.2

No Unitholder will be required to return a distribution after the 3rd (third) anniversary of the termination of the Fund in case of non-tax

obligations, or the 8th (eighth) anniversary of the termination of the Fund in case of any tax obligations; provided however, if prior to expiry of such

period, there are any pending or threatened legal actions, suits or proceedings by or before any court, arbitrator, governmental body or other

agency or otherwise, or any claim or other liability is made, whether against the Fund and/or the Trustee or Investment Manager in respect of the

Fund or such person so identified or any liability (actual or contingent) exists which may entitle such persons to be indemnified by the Fund (a

“Claim(s)”) and the Investment Manager notifies the Unitholders or former Unitholders of such Claims, then the obligation of the Unitholders to

return any distribution for the purpose of meeting the Fund’s obligations will survive with respect to each such Claim set forth in such notice (or

any related action, suit, proceeding, claim or liability based upon the same or a similar Claim) until the date that such Claim is ultimately resolved

and satisfied.

11.13.3

The Investment Manager shall be entitled to seek, and the Unitholder shall on request by the Investment Manager provide, such documentation

including copy of tax returns, tax assessment documents and other tax related records of the Unitholders as are required by any tax authorities in

connection with tax assessments or inquiries with respect to the Fund.

11.13.4

Each Unitholder’s Giveback Obligation shall be pro rata to its share of distributions made by the Fund calculated by applying the Distribution

Waterfall set out in this Agreement, in reverse order up to an amount equal to the Unitholder’s Giveback Obligation. The Giveback Obligation of

the Unitholders shall be to the extent of its pro rata share of the tax claims and non-tax claims.

12 Follow-on Investments

12.1

After the expiration of the Commitment Period, the Fund may make follow-on investments in existing Portfolio Companies (“Follow-On

Investments”), provided that (i) such Follow-on Investments do not exceed the lower of: (a) the aggregate amount of Unfunded Capital

Commitment of the Fund as of the date of such Follow-on Investments and (b) 20% (Twenty percent) of the aggregate Capital Commitments of the

Fund; and (ii) such Follow-on Investments do not violate the diversification limitations prescribed in the Memorandum.

13 Offshore Funds

13.1

To address the requirements of certain types of investors, investments may be made into the Fund through one or more offshore entities (each, an

“Offshore Fund”) in a suitable jurisdiction outside India. The Offshore Fund shall invest the proceeds of its offering into Class A1 Units, Class A2

Units, Class A3 Units, Class A4 Units, Class B1 Units, Class B2 Units, Class B3 Units and/or ClassB4 Units of the Fund in accordance with the AIF

Regulations and other Applicable Laws based on the capital commitment of its underlying investors. Such investors may invest into the Offshore

Fund which in turn will invest in the Fund. Investments by such non-resident investors into the Offshore Fund shall be on substantially the same

terms and conditions as investments by the Indian resident Unitholders in the Fund, and the investment by the Offshore Fund in the Fund would

be on the same terms and conditions as those contained herein, except to the extent reasonably necessary to address any particular legal, tax,

regulatory, or similar requirements of the Offshore Fund.

14 Re-investments

14.1

During the Commitment Period, the Investment Manager may retain, reinvest or restore to Unfunded Capital Commitments subject to the right to

recall, amounts not exceeding the sum of the original acquisition cost of the realised investment amount of any Portfolio Investment; provided

that the aggregate amount that any Unitholder shall be required to contribute for the purposes of making Portfolio Investments shall not exceed

the amount of such Unitholder’s Capital Commitment.

14.2For a period of 24 (Twenty-Four) months post the expiry of the Commitment Period, the Investment Manager may retain / drawdown and reinvest

the Investment Proceeds received by the Fund in listed Portfolio Investments.

14.3For a period of 12 (Twelve) months post the expiry of the Commitment Period, the Investment Manager may retain / drawdown and reinvest the

Investment Proceeds received by the Fund in unlisted Portfolio Investments.

15 Temporary Investments

15.1

Prior to the date of Initial Closing, the Investment Manager shall be entitled to invest the contributions received from Unitholders prior to Initial

Closing (“Pre-Closing Contributions”) in Temporary Investments. Income earned from such Temporary Investments prior to the Initial Closing shall

be distributed to the Unitholders who have participated in such Temporary Investments based on the time and amount of their Capital

Contributions utilised towards making such Temporary Investments.

15.2

Further, the Investment Manager shall be entitled to make Temporary Investments after the Initial Closing pending making of Portfolio

Investments or distribution of Distribution Proceeds or in respect of Reserves. Return from such Temporary Investments made after the Initial

Closing shall be distributed to the Unitholders pro-rata to their Capital Contributions and shall not be part of the Distribution Waterfall. The

indicative holding period for such Temporary Investments shall be 5 (Five) to 6 (six) months depending on the purpose of the Temporary

Investment and the instrument invested in.

16 Borrowings

16.1

The Investment Manager may cause the Fund to borrow money from or to enter into transactions with any Person for meeting temporary funding

requirements for not more than (i) 30 (Thirty) days, (ii) 4 (Four) occasions in a year, and (iii) 10% (Ten percent) of the Investible Funds, in accordance

with the AIF Regulations.

17 Distributions in kind

17.1

The Investment Manager shall make best efforts to liquidate the Portfolio Investments prior to or upon termination of the Fund (as applicable). If

the Investment Manager is unable to liquidate all of the investments and realise cash proceeds out of such disposition, the Investment Manager

shall, with the consent of Super Majority of the Unitholders, distribute all un-liquidated investments in-specie amongst the Unitholders as per the

Distribution Waterfall as provided in the Memorandum,and on such terms and conditions as the Investment Manager may at its sole discretion

deem appropriate. It is hereby clarified that in-specie distribution shall be made by the Investment Manager in accordance with the relevant

Applicable Laws.

17.2The assets that are distributed in-specie to Unitholders shall consist of unlisted securities of Portfolio Companies. An independent valuer

appointed by the Investment Manager shall determine the value at which such in-specie distribution is to be made to the Unitholders.

17.3 There shall be no restrictions on the disposal of assets so distributed in-specie to the Unitholders.

18 SideLetters

18.1

In order to facilitate investments by certain large or strategic investors in the Fund, the Investment Manager may from time to time enter into

letter agreements or other similar agreements (collectively, “Side Letters”) with one or more Unitholders, in accordance with the terms of the

Memorandum.

18.2

The Investment Manager may enter into Side Letters or other written agreements with any Contributor that have the effect of establishing specific

rights for such Contributor depending on parameters such as amount of the Capital Commitment given, strategic relevance of the investor to the

Fund, the net worth of the investor, the significance of the investor’s reputation in the industry or such other on quantitative criteria or qualitative

criteria or a combination of both as may be determined by the Investment Manager at its sole discretion.The Investment Manager shall be under

no obligation to disclose such Side Letters to the other Unitholders or any of the rights and/or terms or provisions thereof, nor shall the

Investment Manager be required to offer such additional and/or different rights and/or terms to any or all of the other Unitholders. Provided that

the terms of the Side Letters shall not have any adverse impact on the economic rights or any other rights of the Unitholder. It is hereby clarified

that nothing under the Side Letters shall alter the rights

available to any other Unitholders under their respective contribution agreements.

18.3 Notwithstanding anything contained in this Clause, differential rights shall not be offered with respect to the following:

18.3.1 Preferential exit from Fund;

18.3.2 Contribution to indemnification;

18.3.3 Giveback obligations as laid down in Clause 11.13;

18.3.4 Drawdown (except as laid down in the Clause 9).

19 Waiver not to impair rights

19.1

No delay in exercising or omission to exercise any right, power or remedy accruing to any of the Parties upon any default under this Agreement, or

under the Deed (as modified from time to time) shall impair any such right, power or remedy or shall be construed to be a waiver thereof or any

acquiescence in such default, nor shall the action or inaction of the concerned Parties in respect of any acquiescence by it in any default, affect or

impair any right, power or remedy of the concerned Party in respect of any other default.

20 Indemnity

20.1

The Fund shall indemnify and hold harmless the Settlor, Trustee, Sponsor, Investment Manager and its respective Affiliates, and their respective

officers, directors, members, partners, shareholders, employees, counsel and agents, and any Person (including employees or agents of the

Investment Manager) representing the Fund on the board of any Portfolio Company (“Indemnified Person”) from and against any and all tax and

other liabilities, claims, costs, losses, damages and expenses (including reasonable attorney’s fees and costs) arising out of or in connection with

the relevant Contribution Fund.

20.2

To the fullest extent permitted by law, each Indemnified Person shall be entitled to be indemnified from and against any liabilities incurred or

arising from any and all actions, claims, damages, settlement payments, losses and liabilitiessuits or proceedings, whether civil, criminal,

administrative or investigative (whether actual or threatened), by reason of such person being, or having been, an Indemnified Person, or being or

having been a shareholder, partner, member, manager, director (or being deemed to have been a shadow director), officer, employee, agent,

representative or consultant of any Portfolio Company, provided, however, that such Indemnified Person shall not be so indemnified with respect

to any matter in connection with the services provided by it in relation to the Fund resulting from the Indemnified Person’s (a) fraud, (b) wilful

default or (c) gross negligence; in each of the cases as determined by the final non-appealable judgment of a court of competent jurisdiction which

results in the Fund and/or the Unitholders suffering material financial disadvantage.

20.3

The Fund shall have the authority to advance indemnification payments to an Indemnified Person if such Indemnified Person promises to repay the

Fund such advance payments, in case it is later determined that such Indemnified Person is not entitled to indemnification. The Investment

Manager shall take necessary steps to procure that such Indemnified Person returns any such advance indemnification payments to the Fund if it is

determined that they were not entitled to be so indemnified.

20.4

The Fund shall indemnify and hold harmless out of its assets Indemnified Persons from and against any and all tax claims and obligations levied

pursuant to such Indemnified Person acting on behalf of the Fund or in furtherance of the interests of the Unitholders or otherwise arising out of or

in connection with the Fund or the activities of the Fund.

20.5

The Contributor shall indemnify and hold harmless Indemnified Persons from and against any and all tax and other liabilities, claims, costs, losses,

damages and expenses (including reasonable attorney’s fees and costs) arising out of or in connection with the breach of any representations or

warranties applicable to such Contributor, under this Agreement.

21 Limitation on Liability

21.1

The Investment Manager and the Trustee shall incur no liability in respect of any action taken or loss suffered by it in reliance upon any notice,

resolution, direction, consent, certificate, affidavit, statement, certificate of stock, plan of reorganization or (without being limited in any way by

the foregoing) other paper or document believed to be genuine and to have been passed, sealed or signed by appropriate authorities or entities.

21.2

Notwithstanding anything contained herein,the Trustee and the InvestmentManager shall incur no liability for any act, done or omitted to be done,

in good faith and with bona fideintentions. The Trustee and the Investment Manager shall incur no liability to the Contributors for doing or (as the

case may be) failing to do any act or thing which by reason of:

21.2.1 any provision of any present or future law or regulation made pursuant thereto;

21.2.2 any decree, order or judgment of any court;

21.2.3 any force majeure event; or

21.2.4

any request, announcement or similar action (whether of binding legal effect or not) which may be taken or made by any person or body acting with

or purporting to exercise the authority of any government (legally or otherwise), it shall be directed or requested to do or perform or to forbear from

doing or performing such act or thing. If for any reason it becomes impossible or impracticable to carry out any of the provisions of these presents,

the Investment Manager shall not be under any liability therefore or thereby.

21.3

The Trustee and the Investment Manager shall not be liable to the Fund or to any Beneficiary for any act or omission suffered or taken by the

Trustee and the Investment Manager or by any agent acting on its behalf provided that such agent was selected, engaged, and retained by the

Trustee and the Investment Manager in good faith, that was suffered or taken in the good faith belief that it was in the best interests of the Fund;

provided, however, that such act or omission does not constitute fraud, gross negligence or wilful misconduct on the part of the Trustee or the

Investment Manager as determined by a court of competent jurisdiction.

21.4

The Investment Manager and/or Trustee shall not be responsible to the Contributor for authenticity of any signature or of any seal affixed to any

endorsement on any certificate or to any Transfer or form of application endorsement or other document affecting the title to or transmission of

Units or of any investments of the Fund or be in any way liable for any forged or unauthorised signature or seal, provided that, reasonable care is

exercised by the Investment Manager in this regard. The Investment Manager and/or Trustee shall be entitled but not bound to require that the

signature of the Contributor to any document required to be signed by him under or in connection with these presents shall be verified to its

reasonable satisfaction.

21.5

Nothing herein contained shall be construed so as to prevent the Investment Manager or the Trustee from separately promoting, organizing,

managing or advising any additional fund(s) or other investment vehicle(s) separate and distinct from the Fundwith objectives of investing into

identified sector(s) including sectors that may form a part of the sectors into which the Fund is entitled to or proposes to invest in and retaining for

their own use and benefit all remuneration, profits and advantages which they may derive

therefrom.

21.6

If the Trustee and the Investment Manager is requested by any regulatory authority to provide it with any information regarding the Fund or

Contribution Fund and /or the Contributor and the investments and income of the Fund and provisions of these presents, and complies with such

request in good faith, whether or not it was in fact enforceable, the Trustee or the Investment Manager shall not incur any liability to the

Contributor or to any other party as a result of such compliance or in connection with such compliance. However, it shall duly inform the

Contributor of the same.

21.7

TheInvestment Manager and the Trustee shall not incur any liability by reason of any loss, which a Contributor may suffer by reason of any

depletion in the value of the Contribution Fund which may result by reason of fluctuation in the rate of exchange or by fluctuation in the market

price of any of the investments or due to underperformance of the PortfolioCompanies or due to any other reason.

21.8

The Investment Manager and the Trustee shall not be liable to the Trust or any Contributor for the negligence, part-performance, dishonest or bad

faith of any agent acting on its behalf, provided that such agent was selected, engaged and retained by the Trustee or the Investment Manager in

good faith. The appointment and delegation of any powers by the Trustee or the Investment Manager in relation to the Fund shall be deemed to

have been made in good faith.

21.9 The Trustee and the Investment Manager shall not be liable to the Fund or to any Contributor for any tax or legal liability of the Fund.

22 Conflict of Interest

22.1

The Fund may be subject to certain conflicts of interest relating to the Trustee, the Investment Manager, Sponsor, directors, partners, employees,

officers, agents and affiliates of the Trustee and Investment Manager, and other funds managed / advised by the Trustee and other Associates

(collectively, the “Interested Parties”). The Fund may enter into or approve a transaction or arrangement or any investment (a “Conflicted

Transaction”) notwithstanding that any of the Interested Parties have any direct or indirect interest or concern in such Conflicted Transaction so as

to place the Interested Party in a position where such relationship conflicts with his fiduciary duty to the Fund, save that such conflict of interest

shall be disclosed in full to the Trustee, the Unitholders and such Interested Party shall not participate in any decision relating to such Conflicted

Transaction.

22.2

The Investment Manager shall ensure that it has adequate corporate governance processes designed to achieve and maintain discipline and

transparency in all business processes and to avoid any potential or actual conflict of interests. Such guidelines shall be applicable to any

transaction entered into by the Fund, in accordance with the terms of the Memorandum.

23 Valuation

23.1

The Investment Manager shall get the valuation of the Portfolio Investments made by the Fund by an independent valuer, which shall be a reputed

firm on a semi-annual basis (provided that such period may be enhanced to one year on the fund obtaining approval of Super Majority of the

Unitholders of the Fund) as may be permissible under the AIF Regulations and circulate a copy of the valuation report to the Unitholders. Expenses

for such valuation will be borne by the Fund, in accordance with the provisions contained to such effect, under the Fund Documents.

24 Information to Contributors

24.1

The Investment Manager shall notify the Contributors of the Fund of any event which, in the opinion of the Investment Manager, creates a

reasonable likelihood of causing the termination or dissolution of the Fund, removal of the Investment Manager, any material investigation or

litigation against the Fund or the Investment Manager or any other material adverse event known to the Investment Manager which may materially

affect the activities of the Fund. Further, the Investment Manager shall notify the Contributors of the outcome of any vote, waiver, consent or

approval initiated by the Investment Manager or the Contributors to the extent the Investment Manager has knowledge of such outcome.

25 Reporting

25.1Subject to Applicable Law, the Investment Manager shall maintain proper books of accounts, documents and records with respect to the Fund, to

give a true and accurate account of the investments, expenses, earnings and profits of the Fund. The Unitholders will receive:

25.1.1 a statement of accounts of the Unitholders within 45 (Forty-Five) calendar days from the date of receipt by the Fund of the Capital Contributions;

25.1.2annual reports, including audited financial statements of the Fund and, subject to any applicable confidentiality requirements, status reports of

each Portfolio Investment;

25.1.3a Statement of Account in relation to the Units held by that Unitholder within 180 (one hundred and eighty) days of the conclusion of each fiscal

year (subject to reasonable delays in the event of the late receipt of any financial statements from any Portfolio Company);

25.1.4 annual valuation report of the Fund submitted by an independent valuer;

25.1.5quarterly investment update reports on a quarterly basis providing information regarding the Fund and the Portfolio Investments, a brief status

update on the Portfolio Investments and divestments in the previous quarters;

25.1.6Such other reports and information from the Fund as may be required under the AIF Regulations or reasonably necessary for any incometax

purposes.

25.2

It is clarified that the above reports will be provided only in electronic format to the Unitholders unless otherwise specifically requested by any

specific Unitholders. The provision of any information is subject to the receipt by the Fund from third parties of any information needed to prepare

such reports and to any confidentiality obligations to which the Fund or the Investment Manager may be subject.

26 Miscellaneous

26.1

In case of any conflict between the provisions of this Agreement and the Schedules hereto or the Deed and any other deed, agreement, document

or documents of the Fund, the provisions of the Deed shall prevail. However, in such an eventuality, best endeavours shall be made to achieve

harmonious construction, taking into account all relevant documents, including this Agreement, the Deed, and Memorandum. Notwithstanding the

foregoing, the rights of the Beneficiaries shall be as specified in this Agreement.

26.2

Trustee’s Power to Delegate: For administrative and operational convenience, the Trustee may, from time to time, with prior consent of the

Investment Manager and subject to the terms of the Deed and the Investment Management Agreement, delegate to any committee or any other

person, any powers and duties including management of the Contribution Fund vested in it under theDeed. Such delegation shall be recorded in

writing either by way of an agreement or otherwise, detailing such committee or Person’s powers, responsibilities and duties. Such written

agreement shall also contain the Trustee’s power to ensure the due performance by such committee or a person and that committee or person’s

liability for non-performance, misfeasance, failure, gross negligence and other material breaches and

accountability and indemnification in favour of the Trust/Trustee.

26.3Custodian: The Investment Managerwill appoint a custodian registered with SEBI for safekeeping of securities as required under the AIF

Regulations.

26.4Currency Principles: The Fund is denominated in INR. Any amounts received in any other currency except INR will be converted to INR using the

applicable RBI reference rate.

27 Approvals

27.1Unless otherwise agreed by the Contributor and subject to the Applicable Law, the Investment Manager shall approach the Contributor for

obtaining all consents and approvals required from them under this Agreement.

28 Notice

28.1

Any notice delivered to the Contributors shall only be delivered by hand delivery, courier or e-mail. Notice shall be deemed to have been received

by the Contributors on the same day as the date on which the electronic mail has been sent or notice has been hand delivered or within 24 (Twenty-

four) hours from the date of dispatch of the courier, as the case may be.

28.2

A proposal circulated by the Investment Manager to the Unitholder would be deemed to be consented by the Unitholder in an event the courier,

registered post, electronic mail or facsimile response of dissent of the Unitholder is not received by the Investment Manager within 30 (Thirty)

Business Days of circulating the proposal.

28.3 All notices and other communications by the Parties shall be deemed to have been effectively made if sent in writing at the following address:

(a) In the case of notices to the Trustee:

Address Vistra ITCL (India) Limited, IL&FS Financial Centre, Plot No. C22, G Block, Bandra Kurla Complex, B andra East, Mumbai – 400051

Telephone +91 22 26593535

E-mail [email protected]

Attn Compliance Office

(b) In the case of notices to the Investment Manager:

Address ESL Securities Limited, Edelweiss House, Off. C.S.T. Road, Kalina, Mumbai - 400 098

Telephone +91 22 4009 4400 / +91 77382 69496

E-mail [email protected]

Attn Pratik Mittal

(c) In the case of notices to the Contributor Details as per KYC application

29 Overriding effect

29.1

This Agreement (deemed to include its Schedules) constitutes the entire agreement between the Parties pertaining to its subject matter, and,

supersedes all prior and contemporary agreements and understandings. The Parties intend this Agreement to be the final expression of their

agreement with respect to its terms, andthe complete and exclusive statement of those terms.

30 Confidentiality

30.1

The Contributor shall maintain the confidentiality of any information regarding the Fund, the Trustee, the Investment Manager and the Portfolio

Companies and their affairs, received by the Contributor pursuant to this Agreement, as a result of its status as a contributor to the Fund, unless (i)

the Trustee shall authorize disclosure in writing; (ii) such disclosure is required by Applicable Law, regulation or legal process or as disclosed to

their legal counsel, auditors, financial advisers, tax advisers, insurers, bankers, and regulators. Each Person shall use such non-public information

solely in connection with monitoring its investment in or business with the Fund and not for any other purpose whatsoever.

31 Effective date of Agreement

31.1This Agreement shall become binding on the Parties on and from the date first above written.

32 Partnership or agency

32.1Nothing in this Agreement shall constitute or be deemed to constitute a partnership, agency, association of persons or otherwise between any of

the Parties hereto and none of them shall have any authority to bind the other in any way.

33 Deed of Adherence

33.1

In the event of Transfer of Unit by the Contributor, as contemplated in Clause 2.9.9is undertakenor a Transfer of Capital Commitment, the new

contributor shall execute a Deed of Adherencesubstantially in accordance with the form attached as the Exhibit B hereto, to the satisfaction of the

Investment Manager and the Trustee, acknowledging to be bound by the terms and conditions of the Fund Documents. Costs and duties with

respect to such Deed of Adherence shall be borne by the new contributor.

34 Governinglaw

34.1The provisions of this Agreement shall be governed by and construed in accordance with the laws of Republic of India and subject to the provisions

ofClause 34.1,the courts of Hyderabadshall be the sole and exclusive forum for the administration hereof.

35 Arbitration and Dispute Resolution

35.1

The Parties to this Agreement hereby agree that they intend to discharge their obligations in utmost good faith. The Parties therefore agree that

they shall, at all times, act in good faith, and make all attempts to resolve all differences howsoever arising out of or in connection with this

Agreement by mutual discussion failing which, by arbitration.

mailto:[email protected]


35.2

The Parties agree that the discussions shall be held in the spirit of resolution of the issues that have arisen between them with the intention of

resolving the issues amicably at the earliest. If the applicant is not satisfied with the outcome of the discussions, within 15 (Fifteen) calendar days

from the receipt of the response, it shall resort to arbitration.

35.3

The Parties shall be bound to submit all disputes and differences howsoever arising out of or in connection with this Agreement, to arbitration by 3

(Three) arbitrators: one each appointed by the disputing Parties and the other chosen by the other 2 (Two) arbitrators so nominated by the Parties.

The Parties agree that until the arbitration proceedings are complete, they shall not take their disputes to a court of law. The arbitration shall in all

be conducted in accordance with the provisions of The Arbitration and Conciliation Act, 1996 (“Arbitration Act”).

35.4

The arbitrator shall be a person of professional repute who is not directly or indirectly connected with any of the Parties to this Agreement. The

arbitral tribunal shall use its best efforts to produce a final and binding award within 12 (Twelve) months from the date the arbitral tribunal enters

upon reference, as prescribed under the Arbitration Act. The disputing parties shall use their best efforts to assist the arbitral tribunal to achieve

this objective. Further, in the event that despite best efforts by the disputing parties, the arbitration award is not passed within such 12 (Twelve)

month period, the disputing Parties agree that such period will automatically stand extended for a further period of 6 (Six) months, without

requiring any further consent of any of the Parties. The arbitrators shall issue a written statement of their award(s), detailing the facts and reasons

on which their decision was based.

35.5 The place of arbitration shall beHyderabad. The language to be used in the arbitration proceedings shall be English.

35.6The award rendered by the arbitrator or arbitrators shall be final, conclusive and binding on all parties to this letter agreement and shall be subject

to enforcement in any court of competent jurisdiction in Hyderabad, India.

36 Provisions of the Deed to apply mutatis mutandisto these presents:

36.1

Notwithstanding anything contained in this Agreement, the provisions of the Deed unless the same are inconsistent with the provisions contained

in this Agreement shall apply mutatis mutandis to these presents. In case such an inconsistency arises, the provisions of the Deedshall prevail. The

Trustee shall take adequate steps to amend the Deed to bring about harmonious construction PROVIDED HOWEVER, the basic framework of the

Deed shall not be amended i.e. its intent or purpose.

37 Amendments

37.1

Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated except with the concurring vote of the Super-

Majority of the Contributors, and, any amendment, change or waiver of any provisions of this Agreement on which the concurring vote of the Super-

Majority of the Contributors has been obtained, shall be effective from the date of such approval, as if such amendment, change or waiver has been

an integral part of this Agreement. It is clarified that no amendment of this Agreement shall be effective without the prior written consent of the

Investment Manager and the Trustee.

37.2

Notwithstanding anything contained in Clause 34.3.1, it is clarified that the Investment Manager may without obtaining the consent of the Super-

Majority of the Contributors as provided for in Clause 34.3.1 above may amend this Agreement and/or any term hereof if any such amendment is

required to be brought about in order to:

37.2.1comply with any change in the Applicable Law or any order issued by any regulator, in the event of which a due intimation shall be sent to

Contributors and the Investment Manager as to the nature and implication of such amendment within 7 (Seven) days of such amendment;

37.2.2 correct any typographical or clerical errorsor carry out a change that is of an inconsequential nature;

37.2.3give effect to any increase in Capital Commitment as agreed with the relevant Contributor admitted at a Subsequent Closing and/or Contributor

who increases such Contributor’s Capital Commitment at a Subsequent Closing;

37.2.4introduce any amendment which may be of a clarificatory nature which do not have an effect of altering any provisions or propositions contained in

the Fund Documents earlier;

37.2.5 an assignment, substitution or replacement of the Trustee in accordance with the Deed;

37.2.6to cure any ambiguity or defect or correct or supplement any provisions hereof which may be inconsistent with any other provision of this

Agreement or of the other Fund Documents or of any requirement of Applicable Law; or

37.2.7 introduce a change that benefits any Unitholder and is not detrimental to any other Unitholder.

37.3

Notwithstanding anything contrary contained herein and without prejudice to the rights and obligations of the Parties set out herein, it isagreed

and understood that in the event that there is a cause for any accretion to or amplification of the rights of the Contributor, then and in such event,

the Investment Manager shall communicate to the Contributor in writing, at the last knownaddress of the Contributor as set out in this Agreement,

such rights so expanded and / or may post the same on its website, if any, and upon such communication so made, the same shall be deemed to

this Agreement, as if contained herein from the date of execution of this Agreement.

38 Counterparts

38.1This Agreement may be executed in counterparts, each of which, when so executed and delivered, shall be deemed an original instrument, but all

of which taken together shall constitute one and single agreement.

39 Survival

39.1

Termination of this Agreement shall not affect those provisions hereof that by their nature are intended to survive such termination, including but

not limited to, the representations and warranties made under Clause5, the indemnification provisions under Clause 20, management fees under

Clause 4.3, distribution provisions under Clause 11, governing law and jurisdiction under Clause 34, and, arbitration provisions under Clause 34.1of

this Agreement.

40 Severability

40.1

If any provision or part thereof of this Agreement is held void or becomes void or unenforceable at any time, then the rest of the terms of this

Agreement shall be given effect to as if such provision or part thereof does not exist in this Agreement. The Parties agree that such an event shall

not in any manner, affect the validity and the enforceability of the rest of provisions of the Agreement.

41 No third party rights

41.1No provision of this Agreement is intended to, or shall, confer on any third party beneficiary any other rights or remedies other than the Parties

hereto; nor impose any obligations on the part of the Parties to this Agreement towards any third parties.

42 Assignment

42.1

Notwithstanding anything else contained in this Agreement or the Fund Documents, the Investment Manager may, in their sole discretion, assign

this Agreement or transfer any rights hereunder to a third party which may include an affiliate or group company of the Investment Manager. Upon

such assignment or transfer, the assignee / transferee company shall have the same rights against the Contributor executing this Agreement as

provided to the Investment Manager under this Agreement. In WITNESS WHEREOF the Parties hereto, acting through their authorized signatories,

have executed this Agreement as of the day and year first above written.

FIRST SCHEDULE

FORM TO BE EXECUTED BY THE CONTRIBUTOR(S)

Particulars Details

First Holder name MANGESH CHANDRAKANT GHADI

First Holder PAN AAAAP9876A

Second Holder name

Second Holder PAN

First Holder permanent Address ROOM NO.201, PARIVARTAN CHS, , SINDHI CAMP CHEMBUR, MUMBAI SUBURBAN , MUMBAI , MH , IN - 400074

Placement Fee (in numbers) 1%

Placement Fee (in words) One Percent

Class of Units

Class of Units subscribed A1

1. Capital Commitmenttowards Units

Subject to the terms and conditions of the Agreement, the Contributor agrees to contribute to the Fund an aggregate amount of INR 10000000 (Rupees One Crore Only) towardssubscription of the Capital Contribution of the Contributor named above

LIST & DECLARATION OF JOINT CONTRIBUTORS

✔ I Have Read And Understood 42 Points Of This Contribution Agreement, And I Accept And Agree To All Of Its Terms And Conditions. I Enter Into This Agreement Voluntarily, With Full Knowledge

of its effect.

(Check the declaration box)

In WITNESS WHEREOF the Parties hereto, acting through their authorized signatories, have executed tis agreement as of the day and year first above write

SIGNED AND DELIVERED by the within named Trustee, Vistra ITCL (india) Limited, by the hand of its authorized signatory pursuant to the resolution passed by its board of directors.

Name of Authorised Signatory 1

Signature of Authorised Signatory 1



Date :

Witness : Trustee, Vistra ITCL (India) Limited

Name of Authorised Witness 1

Signature of Witness 1



Date :

SIGNED AND DELIVERED by the within named Investment Manager, ESL Securities Limited,by the hand of its authorized signatory,





Date :

Witness : Investment Manager, ESL Securities Limited





Date :

SIGNED AND DELIVERED by and Within named Contributor, by the hand of its authorized signatory pursuantto the resolution passed by its board of directors,

NAME OF APPLICANT 1 / AUTHORISED SIGNATORY 1 MANGESH CHANDRAKANT GHADI Signature of Applicant 1 / Authorised Signatory 1

NAME OF APPLICANT 2 / AUTHORISED SIGNATORY 2 Signature of Applicant 2 / Authorised Signatory 2

Date : 02/03/2021

Witness : Investment Manager, ESL Sercuities Limited

Name & Address of Witness 1 Signature of Witness 1

Name & Address of Witness 2 Signature of Witness 2

Date :

SECOND SCHEDULE

SAMPLE - FORMAT OF INTIMATION OF PLEDGE

To,

ESL Securities Limited

Edelweiss House, Off. C.S.T. Road,

Kalina, Mumbai - 400 098.

Dear Sir,

Sub: Pledge of Units of Edelweiss Crossover Opportunities Fund – Series III

I/We, the undersigned am / are holder(s) of Class [●] Units bearing Folio Number __________________ of Edelweiss Crossover Opportunities Fund – Series III.

In terms of the provisions of Clause 2.9.9 of the Contribution Agreement dated ____________ executed by me/us with Vistra ITCL (India) Limited (the “Trustee”)

andESL Securities Limited,(the “Investment Manager”), I/we hereby wish to intimate the Trustee and the Investment Manager that I/we have pledged our Units

with ______________ bank/financial institution with effect from ___________ pursuant to the written permission of the Investment Manager to pledge such Units.

In light of the above, I/we hereby confirm that:

●During the term of the pledge, and so long as I/we am/are not in default, I/we shall have full rights to the said Units and be entitled to all distributions

thereon.

●

Any distributions on the said Units (including any reporting) by the Trustee/Investment Manager to me/us in exercise of their duties, functions and powers

under the Contribution Agreement shall be considered as an effective discharge and the ____________________ _____________________ Bankshall have no

recourse to the Trustee/Investment Manager in this regard.

●

Upon default of payment of the debt, or breach of the pledge agreement by me/us, the ______________________________________ Bank shall have full rights to

take over the pledged Units and I/we undertake to provide reasonable notice (not being less than 15 calendar days) to the Trustee/Investment Manager of

any such default.

●

Transfer of Units to ______________________________________________ Bankupon such foreclosure shall have to be in compliance with the provisions of Clause

2.9.9of the Contribution Agreement and the Trustee/Investment Manager have full right (as contemplated in the Contribution Agreement) to refuse to take

such transfer on record.

● I/we have provided a copy of this intimation to _____________________________________ Bank for its record purposes

Yours faithfully,

__________________________

Yours sincerely,

EXHIBIT A

SAMPLE - FORMAT OF INTIMATION OF PLEDGE

[ON THE LETTER HEAD OF INVESTMENT MANAGER]

Date

Mr. [•]

[Note: Please mention the name of the contributor here]

Re:Notice of Drawdown for Edelweiss Crossover Opportunities Fund – Series III

Dear Sir/Madam,

This Drawdown Notice is being issued pursuant to Clause 2.2of the Contribution Agreement (the “Contribution Agreement”) entered into between you, Vistra ITCL

(India) Limited (the “Trustee”) and ESL Securities Limited(the “Investment Manager”).

In accordance with the Contribution Agreement, the Investment Manager is required to give each contributor 15 (Fifteen) Business Days’notice prior to the date

on which the contributors shall be required to contribute capital (the “Drawdown Date”). With respect to this notice of drawdown, you are required to make a

payment of INR [•] (Rupees [•] only), which is your [•] % ([•] percent) contribution of INR [•] (Rupees [•] Only) being called in total from all contributors to the Fund.

The Drawdown Date for this call is [•].

The payment is to be made so that the funds are received in [•] by the Investment Manager no later than [•] IST on [•].

Please draw your cheque in favour of “[•]” and send the same to the address noted below:

Attn : [•]

[insert address]

Please discuss with your bank when it would be necessary for you to release the funds in order to meet this important deadline. The wiring instructions are as

follows:

Bank : [Note: please add the details of your bank]

Account : Account No [·]

Please acknowledge receipt by facsimile no later than [•] to: [•], Attention: Mr. [Ï%](Facsimile No. [•] and Telephone No.[•]

[Wire transfer instructions, including wire system, bank name and reference number, account number, investor or transaction reference, and amount of wire, to

be provided as applicable.]

Please provide email or telephone confirmation to [contact person] at [telephone number], email: [contact email

Thank you in advance for your co-operation and attention to this matter.

Yours faithfully,

__________________________

Authorised Signatory

EXHIBIT B

SAMPLE - DEED OF ADHERENCE

DEED OF ADHERENCEmade on the [•] day of, [•]

BY:

[Name of new contributor].

RECITALS:

(A)On [•] day of ________________ Vistra ITCL (India) Limited (“Trustee”), ESL Securities Limited(“Investment Manager”) and [•] (Name of Contributor) (“Original

Contributor”) entered into a Contribution Agreement (the “Contribution Agreement”).

(B)The Memorandum, Deed, Investment Management Agreement along with the Contribution Agreement collectively known as the “FundDocuments” forms

a part of this Deed and are attached hereto asExhibit B.

(C)

In terms of the provisions ofClause 2.9.9of the Contribution Agreement, the Original Contributor has transferred his Units/Capital Commitment to the new

Contributor and such transfer was taken on record by the Trustee on [date] for which purpose the new Contributor desires to execute this Deed as

contemplated under Clause 33of the Contribution Agreement.

NOW THIS DEED WITNESSES as follows:

Interpretation

1.In this Deed, except as the context may otherwise require, all words and expressions defined in the Fund Documentsshall have the same meanings when

used herein.

Undertaking

2.

The new Contributor hereby undertakes to all persons who are at present or who may hereafter become bound by the Fund Documents, to adhere to and

be bound by all the duties, burdens and obligations, if any, as may be specified in any of the Fund Documentsand all documents expressed in writing to be

supplemental or ancillary thereto, as if, the new Contributor had been an original party to the Fund Documentssince the date thereof.

Enforceability

3.The Trustee and the Investment Manager shall be entitled to enforce the obligations and duties under the Fund Documentsagainst the new Contributor as

if the new Contributor had been an original party to the Fund Documentssince the date thereof.

Governing Law

4.This deed of adherence shall be governed by and construed in accordance with the applicable laws of Republic of Indiaand the courts of Hyderabadshall

be the sole and exclusive forum for the administration hereof.

IN WITNESS WHEREOF, this Deed of Adherence has been executed as a deed on the date first above written.

SIGNED, SEALED AND DELIVERED by

By the within named [new Contributor]

in the presence of:

Name: [ ]

Title : [ ]

EXHIBIT C

Date_____

To

[•]

Subject : Declaration for Tax resident of India

This is to inform that, [I ________________________ son of ___________________/ I _____________________ [as ______(karta/director/) of ________________] hereby

declare that, I / ____________________[Individual/HUF/Company] is holding Permanent Account Number _________________is filing my/its income tax returns in

India as resident of India under the Income Tax Act, 1961 (‘the Act’) and shall continue to be resident of India for the current financial year under the provisions of

the Act. In case of happening of any event in any financial year, subsequent to the date of captioned declaration, I/ It become non-resident or and likely to be

become non-resident as per the provisions of the Act, I/it undertake to inform the same to the [•] on an immediate basis.

I/We have enclosed herewith the following documents

I) Pan Card

II) Permanent Address Proof

III) Income Tax Return

Certificate of Incorporation

State / U.T CodeAndaman & Nicobar ANAndhra Pradesh APArunachal Pradesh ARAssam ASBihar BRChandigarh CHChattisgarh CGDadra and Nagar Haveli DNDaman & Diu DDDelhi DLGoa GAGujarat GJHaryana HR

State / U.T CodeHimachal Pradesh HPJammu & Kashmir JKJharkhand JHKarnataka KAKerala KLLakshadweep LDMadhya Pradesh MPMaharashtra MHManipur MNMeghalaya MLMizoram MZNagaland NLOrissa OR

State / U.T CodePondicherry PYPunjab PBRajasthan RJSikkim SKTamil Nadu TNTelangana TSTripura TRUttar Pradesh UPUttarakhand UAWest Bengal WBOther XX

Country CodeAfghanistan AFAland Islands AXAlbania ALAlgeria DZAmerican Samoa ASAndorra ADAngola AOAnguilla AIAntarctica AQAntigua and Barbuda AGArgentina ARArmenia AMAruba AWAustralia AUAustria ATAzerbaijan AZBahamas BSBahrain BHBangladesh BDBarbados BBBelarus BYBelgium BEBelize BZBenin BJBermuda BMBhutan BTBolivia, Plurinational State of BOBonaire, Sint Eustatius and Saba BQBosnia and Herzegovina BABotswana BWBouvet Island BVBrazil BRBritish Indian Ocean Territory IOBrunei Darussalam BNBulgaria BGBurkina Faso BFBurundi BICabo Verde CVCambodia KHCameroon CMCanada CACayman Islands KYCentral African Republic CFChad TDChile CLChina CNChristmas Island CXCocos (Keeling) Islands CCColombia COComoros KMCongo CGCongo, the Democratic Republic of the CDCook Islands CKCosta Rica CRCote d’Ivoire !Côte d’Ivoire CICroatia HRCuba CUCuracao !Curaçao CWCyprus CYCzech Republic CZDenmark DKDjibouti DJDominica DM

Country CodeDominican Republic DOEcuador ECEgypt EGEl Salvador SVEquatorial Guinea GQEritrea EREstonia EEEthiopia ETFalkland Islands (Malvinas) FKFaroe Islands FOFiji FJFinland FIFrance FRFrench Guiana GFFrench Polynesia PFFrench Southern Territories TFGabon GAGambia GMGeorgia GEGermany DEGhana GHGibraltar GIGreece GRGreenland GLGrenada GDGuadeloupe GPGuam GUGuatemala GTGuernsey GGGuinea GNGuinea-Bissau GWGuyana GYHaiti HTHeard Island and McDonald Islands HMHoly See (Vatican City State) VAHong Kong HKHungary HUIceland ISIndia INIndonesia IDIran, Islamic Republic of IRIraq IQIreland IEIsle of Man IMIsrael ILItaly ITJamaica JMJapan JPJersey JEJordan JOKazakhstan KZKenya KEKiribati KIKorea, Democratic People’s Republic of KPKorea, Republic of KRKuwait KWKyrgyzstan KGLao People’s Democratic Republic LALatvia LVLebanon LBLesotho LSLiberia LR

Country CodeLibya LYLiechtenstein LILithuania LTLuxembourg LUMacao MOMacedonia, the former Yugoslav Republicof MKMadagascar MGMalawi MWMalaysia MYMaldives MVMali MLMalta MTMarshall Islands MHMartinique MQMauritania MRMauritius MUMayotte YTMexico MXMicronesia, Federated States of FMMoldova, Republic of MDMonaco MCMongolia MNMontenegro MEMontserrat MSMorocco MAMozambique MZMyanmar MMNamibia sdsdsNauru NRNepal NPNetherlands NLNew Caledonia NCNew Zealand NZNicaragua NINiger NENigeria NGNiue NUNorfolk Island NFNorthern Mariana Islands MPNorway NOOman OMPakistan PKPalau PWPalestine, State of PSPanama PAPapua New Guinea PGParaguay PYPeru PEPhilippines PHPitcairn PNPoland PLPortugal PTPuerto Rico PRQatar QAReunion !Réunion RERomania RORussian Federation RURwanda RWSaint Barthelemy !Saint Barthélemy BLSaint Helena, Ascension and Tristan daCunha SHSaint Kitts and Nevis KNSaint Lucia LCSaint Martin (French part) MF

Country CodeSaint Pierre and Miquelon PMSaint Vincent and the Grenadines VCSamoa WSSan Marino SMSao Tome and Principe STSaudi Arabia SASenegal SNSerbia RSSeychelles SCSierra Leone SLSingapore SGSint Maarten (Dutch part) SXSlovakia SKSlovenia SISolomon Islands SBSomalia SOSouth Africa ZASouth Georgia and the South SandwichIslands GSSouth Sudan SSSpain ESSri Lanka LKSudan SDSuriname SRSvalbard and Jan Mayen SJSwaziland SZSweden SESwitzerland CHSyrian Arab Republic SYTaiwan, Province of China TWTajikistan TJTanzania, United Republic of TZThailand THTimor-Leste TLTogo TGTokelau TKTonga TOTrinidad and Tobago TTTunisia TNTurkey TRTurkmenistan TMTurks and Caicos Islands TCTuvalu TVUganda UGUkraine UAUnited Arab Emirates AEUnited Kingdom GBUnited States USUnited States Minor Outlying Islands UMUruguay UYUzbekistan UZVanuatu VUVenezuela, Bolivarian Republic of VEViet Nam VNVirgin Islands, British VGVirgin Islands, U.S. VIWallis and Futuna WFWestern Sahara EHYemen YEZambia ZMZimababwe ZW

List of two – digit state / U.T codes as per Indian Motor Vehicle Act, 1988

INVESTOR CONSENT LETTER

22 Feb 2021

To

Name/PAN First Holder:MANGESH CHANDRAKANT GHADI / AAAAP9876A

Name/PAN Second Holder:

Dear Investor,

Re: Request for Consent for Indirect Change of Control of the Investment Manager and Sponsor

Greetings from the Edelweiss Crossover Opportunities Fund - Series III (“Fund”).

ESL Securities Limited (“ESL SL”) acts as the investment manager (“Investment Manager”) to the Fund. Further, Edelweiss Securities Limited (“ESL”) will act as the sponsor (“Sponsor”) to the

Fund.The Fund is the first scheme of the trust Edelweiss Private Investments Trust (“Trust”), which is registered with Securities and Exchange Board of India (“SEBI”) as a Category II alternative

investment fund (“AIF”) under the SEBI (Alternative Investment Funds) Regulations, 2012 (“AIF Regulations”), vide registration number IN/AIF2/20-21/0858. ESLSL is a wholly owned

subsidiary of Edelweiss Securities Limited (“ESL”).

PROPOSED TRANSACTION

As has been duly disclosed and detailed in the Private Placement Memorandum (“PPM”) of the Fund, PAG (an Asia-focused investment group) and the Edelweiss Group have entered into

definitive agreements pursuant to which PAGAC Ecstasy Pte. Ltd. (“PAGAC”), and/or its affiliates (collectively, “Investor”), and the Investors propose to acquire majority ownership and control of

the Edelweiss Wealth Management (“EWM”) business, housed in ESL, Edelweiss Global Wealth Management Limited (“EGWML”) and certain subsidiaries of ESL, including ESLSL

(“Transaction”). A copy of the stock exchange disclosure filed by Edelweiss Financial Services Limited (“EFSL”) (the current holding company of ESL and the Sponsor/ Investment Manager) and

the press release made in respect of the Transaction is enclosed herewith as Annexure B.

Pursuant to the above, please note that the above-mentioned Transaction may involve an indirect change of majority ownership and control of the Sponsor and Investment Manager, and the

Investment Manager shall carry out the Transaction, in relation to the Fund, in accordance with AIF Regulations and subject to the receipt of the relevant regulatory approval from SEBI, as

required under the AIF Regulations, in this regard.


Corporate Identity Number: U67190MH2019PLC343440

Registered Office: Edelweiss House, Off. C.S.T. Road, Kalina, Mumbai - 400 098 Tel. No.: +91 22 4009 4400

HOW DOES THIS IMPACT YOU?

The Edelweiss group continues to believe in the ability of the Fund’s investment team to generate superior returns and is committed to continue all its financial commitments and support to the Fund. The

Transaction has been structured in such a way so as to cause no disruption to the management of the Fund and the investment portfolio, thereof, and the existing Investment Team at ESLSL involved in

managing the Fund, continues. As mentioned above, the Investment Team and the Fund stand to gain from being part of the PAG family and leverage global connections of the PAG Group for the benefit of

the Fund and its portfolio companies.

Pursuant to the Transaction, the ownership of Sponsor/Investment Manager may indirectly change, where the Investor will acquire indirect majority ownership and control of the Sponsor/Investment Manager

and board of directors of the Sponsor/Investment Manager will also be reconstituted, accordingly.

PROCESS FOR INDIRECT CHANGE OF CONTROL OF THE INVESTMENT MANAGER AND SPONSOR

As per SEBI circular CIR/IMD/DF/16/2014 dated 18 July 2014, read with SEBI circular CIR/IMD/DF/14/2014 June 19, 2014 (collectively referred to as the “Circular”), if the requisite approval of not less than

75% (seventy five percent) of the investors by value of their investment in the Fund is not received by the Fund in relation to the indirect change of control of sponsor or investment manager of an AIF, the AIF

is required to provide an exit option to the dissenting investors that do not wish to continue to remain invested in an AIF, pursuant to a change of control of the investment manager and sponsor of an AIF.

However, in case of the Fund, details of the aforementioned Transaction have been duly disclosed in detail in the PPM that has been shared with the investors, pursuant to which the investors have entered

into the contribution agreement with the trustee and the Investment Manager to subscribe to the units of the Fund (“Contribution Agreement”). Hence, as of date, all investors of the Fund have been duly

informed of the proposed Transaction and have, based on such knowledge, have entered into the Contribution Agreement with the trustee and the Investment Manager. Pursuant to the execution of such

Contribution Agreement between the investors, trustee and the Investment Manager and thereby agreeing to the subscription of the units of the Fund based on the terms and conditions included in the

Contribution Agreement and corresponding reliance of the investors on the PPM, all investors of the Fund have, thereby, consented to the proposed indirect change of control of the Investment Manager and

Sponsor of the Fund. In furtherance of the foregoing, there shall be no requirement for the Investment Manager to seek any further consent of the investors in the Fund, in this regard, pursuant to the

consummation of the Transaction.

However, the indirect change of control of the Investment Manager and Sponsor to the Fund, along with any changes to the Fund related documents resulting therefrom, shall be concluded only after the

requisite approval from SEBI and other regulatory authorities is received, as per the AIF Regulations and other applicable law.

ESL Securities LimitedCorporate Identity Number: U67190MH2019PLC343440Registered Office: Edelweiss House, Off. C.S.T. Road, Kalina, Mumbai - 400 098 Tel. No.: +91 22 4009 4400

We request you to kindly sign the Consent Form attached to this letter under Annexure A, approving the proposed change in indirect control of the Investment Manager and Sponsor of the Fund and to

authorize the trustee and the Investment Manager to carry out necessary changes to Fund related documents resulting therefrom. It is hereby acknowledged by you that pursuant to the execution of the

Contribution Agreement between you, trustee, and the Investment Manager, you have no objections to the proposed change in indirect control of Investment Manager and Sponsor of the Fund as disclosed,

and the changes to the Fund related documents resulting therefrom

Should you require any clarifications, have any queries or any objections, feel free to reach out to us at [email protected]

We continue to be grateful to you for your participation in the Fund and look forward to your cooperation in making this transition a success.

Sincerely yours,

For ESL Securities Limited

in its capacity as the Investment Manager)

Authorised Signatory


Corporate Identity Number: U67190MH2019PLC343440

Registered Office: Edelweiss House, Off. C.S.T. Road, Kalina, Mumbai - 400 098 Tel. No.: +91 22 4009 4400

__________________________________________________ __________________________________________________(Signature of Investor)

ANNEXURE A

CONSENT FORM

To:


Edelweiss House, Off. C.S.T. Road,

Kalina, Mumbai - 400 098

SUB: Consent for Indirect Change of Control of Investment Manager and Sponsor of Edelweiss Crossover Opportunities Fund - Series III (“the Fund”)

Dear Sir:

I/We refer to your letter dated 22nd Feb, 2021 (“Letter”), seeking my/our consent for indirect change of control of the Investment Manager of the Fund viz. ESL Securities Limited and Sponsor of the Fund, i.e.,

Edelweiss Securities Limited (“Letter ”).

In this regard, I/We have noted that, pursuant to the Transaction as envisaged in the Letter, there may be an indirect change of majority ownership and control of the Sponsor and Investment Manager of the

Fund, subject to the receipt of the relevant regulatory approval from SEBI, as required under the AIF Regulations.

Accordingly, we hereby acknowledge the receipt of the Letter, as a Contributor of the Fund, and hereby consent to the indirect change of control of the Investment Manager/Sponsor and to the changes to the

Fund related documents resulting therefrom.

Yours sincerely,

Name/PAN First Holder:MANGESH CHANDRAKANT GHADI / AAAAP9876A

Name/PAN Second Holder:

INVESTOR CONSENT LETTER

EW/SEC/2020/172

August 27, 2020

BSE Limited

Corporate Relationship Department

1st Floor, New Trading Ring,

Rotunda Bldg., P. J. Towers,

Dalal Street, Fort,

Mumbai 400 001.

Scrip Code: 532922

Dear Sirs,

SUB: Disclosures under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, as amended (“Listing Regulations”)

We wish to inform you that the Board of Directors of the Company (“Board”) at its meeting held today, accorded their consent to divest majority stake in wealth

management business of the Group (“EWM”) to PAGAC Ecstasy Pte Ltd and its Affiliates ("Investor") by issuing securities of its identified subsidiary(ies), subject to

receipt of regulatory and other appropriate approvals. The Company, Investor and the identified subsidiaries have entered into requisite agreements in this

regard, as per the details provided in the Annexure.

In addition to the above, the Board has also accorded its in-principle approval to explore various alternatives to transfer, hive off, demerge, sell etc., whole or part

of the asset management business of the Group (“EAM”) comprising of asset reconstruction, PMS, AIF and mutual fund businesses, carried on by various

subsidiaries, to a strategic investor at an appropriate time, including evaluating the option to list the equity shares of EAM holding company or one or more of its

identified subsidiaries on the stock exchanges. Such transaction(s) shall be subject to receipt of appropriate regulatory and other customary approvals.

In addition to the above, the Board has also accorded its in-principle approval to explore and evaluate various fund raising opportunities, including the option to

raise capital from the strategic investor(s) for the General Insurance business of the Group carried on by its subsidiary, subject to receipt of appropriate regulatory

and other customary approvals.

Further details in this regard are given in Annexure hereto.

Yours faithfully,

For Edelweiss Financial Services Limited

B. Renganathan

Executive Vice President & Company Secretary

Enclosure as above.

Edelweiss Financial Services Limited

Corporate Identity Number: L99999MH1995PLC094641

Registered Office: Edelweiss House, off. C.S.T. Road, Kalina, Mumbai - 400 098 Tel No.: +91 22 4009 4400 Fax: +91 22 4019 4890

www.edelweissfin.com

Annexure B

a)The amount of the turnover or revenue or income and net worth contributed by

such unit or division of the listed entity during the last financial year

EWM Business (in INR crores for FY2019-20

Revenue 1128

Profit After Tax 280

Net Worth 1275

b) Date on which the agreement for sale has been entered into

The Company, the Investor and subsidiaries of the Company, as the case may be, have inter alia entered into

binding transaction documents dated August 27, 2020 including the Implementation Agreement (“IA”), Investment

Agreement and the Shareholders' Agreement.

c)The expected date of completion of sale/disposal and consideration received from

such sale/disposal

The salient terms of the transaction documents entered into interalia subject to the regulatory and customary

approvals, provide for phased wise implementation of the transaction as stated herein below:

Edelweiss Global Wealth Management Limited (“EGWML”) to issue Compulsorily Convertible Debentures

(“CCDs”) to the Investor for a consideration of approx INR 2204 crore (Indian Rupees two thousand two

hundred and four crore).

Before the said investment by the Investors in EGWML, EGWML to acquire equity shares of Edelweiss Securities

Limited (“ESL”), from the Company and its subsidiary.

Simultaneously, there shall be a primary issuance of securities by ESL of approx. INR 140 crore (Indian Rupees

one hundred and forty crore) to EGWML, Investor and/or other shareholders in ESL.

Investor shall hold 51% economic interest in ESL equity on a fully diluted basis as a result of the aboveAfter

completion of the aforesaid steps, in a phased manner and in compliance with applicable laws, following

reorganization is envisaged:



Registered Office: Edelweiss House, off. C.S.T. Road, Kalina, Mumbai - 400 098 Tel No.: +91 22 4009 4400 Fax: +91 22 4019 4890 www.edelweissfin.com

Annexure B

Segregation of legal structure of the Edelweiss group relating to wealth management and asset

management businesses into two separate business verticals namely Edelweiss Wealth Management

(“EWM”) business and Edelweiss Asset Management (“EAM”) business respectively.

Demerger of EAM business (along with investments in subsidiaries carrying on EAM business) of ESL into a

separate company, such that ESL only retains EWM business.

Demerger of the EWM business of EGWML (including CCDs issued by EGWML) to ESL such that,

subsequent to conversion of the CCDs, the Investor shall hold 51% equity stake on a fully diluted basis in

ESL.

Post completion of the aforementioned transaction steps, the Company to demerge its merchant

banking business along with the investments in the subsidiaries carrying on the business of wealth

management into ESL and subsequent listing of the equity shares of ESL, subject to necessary approvals,

at an appropriate time.

The first phase i.e. the steps (i) to (iii) is expected to close in about 4-6 months and the other phases including the segregation of the

EAM business and demerger of the EWM business, will be implemented thereafter.

d)

Brief details of buyers and whether any of the

buyers belong to the promoter/ promoter

group/group companies. If yes, details thereof;

Investor / PAG, with USD $40 billion in assets under management, is one of the world’s largest Asia-focused

private investment firms, with a best-in-class platform and a network of seasoned investment

professionals. PAG delivers value to investors by investing in market leaders and by helping them

maximize their potential and value. The firm invests globally with a primary focus on Asia. It is supported

by a team of more than 200 investment professionals in 11 offices in Asia and around the world. PAG

manages its capital on behalf of more than 150 leading institutional investors from Europe, North America,

Asia and the Middle East. For more information, visit www.pag.com

The Investor and promoters /promoter group/group companies are not related parties

e)

Whether the transaction would fall withinrelated party transactions? If yes, whether thesame is done at “arms length”;

Investor and EGWML are not related parties, thus, the aforesaid transaction of issue of CCDs by EGWML toInvestor does not fall within the ambit of related party transactions.

f)

In case of a slump sale, indicative disclosuresprovided for Amalgamation / merger, shall bedisclosed by the listed entity with respect tosuch slump sale.

The Transaction may involve slump sale of one or more business units as part of the overall Transaction



Registered Office: Edelweiss House, off. C.S.T. Road, Kalina, Mumbai - 400 098 Tel No.: +91 22 4009 4400 Fax: +91 22 4019 4890 www.edelweissfin.com

PAG Partners with Edelweiss Group, makes ~ INR 2200 croresinvestment in Edelweiss Wealth Management

• Edelweiss Wealth Management is one of the largest wealth management businesses in India

• Partnership unlocks value for shareholders and paves way for future growth

Mumbai, August 27, 2020 – PAG, one of the world’s largest Asia-focused investment groups, and Edelweiss Group, India’s leading diversified financial services

conglomerate, today announced PAG’s strategic investment of approximately USD 300 million (~ INR 2200 crores) for a 51% stake in Edelweiss Wealth

Management (EWM), the second largest non-bank wealth management business in India. This partnership will result in unlocking value for shareholders and

accelerating business growth, powered by PAG’s capital, business expertise and global experience. The investment will close after customary regulatory

approvals.

PAG is a leading investor in the region’s fast-growing economies and is especially keen on the Indian market, where it expects to invest USD 1 billion in the next

two to three years.

PAG will become a majority owner of the Edelweiss Wealth Management platform (EWM) of Edelweiss Global Investment Advisors (which also houses Edelweiss

Asset Management, India’s largest alternatives and asset reconstruction platform, which is not part of the investment). The Wealth Management business,

including capital markets, provides wealth management services to over 2,400 of India’s wealthiest families as well as ~610,000 high net-worth individuals and

other affluent clients. EWM has grown its customer assets under advice with a ~44% cumulative annualized growth rate from INR 185 billion in fiscal year 2015 to

INR 1.27 trillion in the first quarter of fiscal year 2021, consistently outpacing the market and making rapid strides in industry rankings.

The INR 300 trillion Indian wealth management industry has been expanding rapidly at a five-year cumulative annualized growth rate of 11.3 %. With a strong

growth trajectory of 12.5 % per year, it is expected to reach INR 540 trillion in the next five years, presenting a significantly large opportunity for Edelweiss Wealth

Management.

Speaking on the partnership, Rashesh Shah, Chairman & CEO,Edelweiss Group said, “In PAG we have found a great partner with global experience and strong

capabilities. This investment endorses our core strategy of incubating businesses, building value and growing them into market leaders as they gradually move

from inter-dependence to independence. We remain committed to unlocking value for businesses and shareholders alike and remain future-ready to ride the

economic trajectory post Covid.”

Weijian Shan, Chairman and CEO, PAG said, “PAG is committed to India's market as we strongly believe in the long-term growth of the Indian economy. The

investment in Edelweiss Wealth marks a milestone in PAG’s investments in the India market.”

https://twitter.com/EdelweissFin?ref_src=twsrc%5Egoogle%7Ctwcamp%5Eserp%7Ctwgr%5Eauthor


Added Nikhil Srivastava, Managing Director and Head of India Private Equity, PAG: “We are excited to partner with Edelweiss Wealth Management as we are

impressed with the company's depth of knowledge and experience, and strong management team. We are eager to leverage PAG's global experience investing in

and working alongside financial services companies to support Edelweiss Wealth achieve the next level of client centric growth.”

Nitin Jain, CEO, Edelweiss Wealth Management Business said, “Building strong capabilities and scale has enabled us to enjoy market dominance in our wealth

franchise. The big transformation for EWM is going to be the use of assistive technology that will help serve our clients reliably, responsibly and cost effectively.

With a significant growth runway visible I look forward to PAG helping us in this exciting journey.”

PAG’s investment in EWM is part of Edelweiss Group’s stated strategy to build independently capitalised and self-sufficient businesses. Staying true to its ‘do what

is best for the business’ principle, the Group has onboarded global partners with impeccable credentials and domain expertise that are strategically best suited

to take each of the identified businesses to the next trajectory of growth and scale. This has been demonstrated in the partnerships the Group has forged over the

years in the Credit, Life Insurance, Asset Reconstruction and Alternative Asset businesses among others.

Venkat Ramaswamy, Executive Vice Chairman Edelweiss Group concluded by saying, “The well- established diversified financial services platform of the Group has

been consistently attracting investments from some of the largest global institutional investors and each has brought their expertise, interest and commitment to

grow in the Indian market.”

About Edelweiss Group

The Edelweiss Group is one of India's leading diversified financial services companies, providing a broad range of financial products and services to a substantial

and diversified client base that includes corporations, institutions and individuals. Edelweiss' products and services span multiple asset classes and consumer

segments across domestic and global geographies. The group’s research driven approach and proven history of innovation has enabled it to foster strong

relationships across all client segments. Its businesses include Corporate Credit, Retail Credit, Wealth Management, Asset Management, Life Insurance and

General Insurance.

Over the years, the group has forged partnerships with some of the largest global institutional investors including Tokio Marine which holds 49% in the Life

Insurance business, CDPQ’s investment in the Credit business as well as a strategic partnership in its market leading Asset Reconstruction business. To learn

more about the Edelweiss Group, please visit www.edelweissfin.com.

Edelweiss Social media handles:

@EdelweissFin | Linkedin.com/company/edelweissfin | @edelweissfinancialservicesltd



www.edelweissfin.com



https://www.linkedin.com/checkpoint/challengesV2/AQF5T9GeG4gs8AAAAXeqv625zNH0oA0XD5LM7-94Z-rfuYaUPMzQpkp3aEz9zTzvE6DG2m7ckrqm87nkazmiEMh6AG6PiP7DhQ

https://www.facebook.com/edelweissfinancialservicesltd

About PAG

PAG, with USD $40 billion in assets under management, is one of the world’s largest Asia-focused private investment firms, with a best-in-class platform and a

network of seasoned investment professionals. PAG delivers value to investors by investing in market leaders and by helping them maximize their potential and

value. The firm invests globally with a primary focus on Asia. It is supported by a team of more than 200 investment professionals in 11 offices in Asia and around

the world. PAG manages its capital on behalf of more than 150 leading institutional investors from Europe, North America, Asia and the Middle East. For more

information, visit www.pag.com.

For more information, please contact:

Edelweiss Group

Shabnam PanjwaniMob: 9821432857 Email:[email protected]

Shalaka KagathraMob: 9820572798 Email:[email protected]

Revathi PanditMob: 9820237909 Email:[email protected]

PAG

Tim MorrisonMob: +852 9630 2383 Email: [email protected]

Apurv GuptaMob: 98926 60381 Email:[email protected]

www.pag.com







KYC DOCUMENTS