shareholders' agreement dated 2 august 2021 amongst

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SHAREHOLDERS' AGREEMENT

DATED 2 August 2021

AMONGST

SAPPHIRE FOODS MAURITIUS LIMITED

AND

SCHRODER ADVEQ ASIA III L.P.

AND

SCHRODER ADVEQ cPl GLOBAL 2014-2016 C.V

AND

SCHRODER ADVEQ GLOBAL L.P

AND

CELOX OLYMPUS LIMITED

AND

SAMARA CAPITAL PARTNERS FUND II LIMITED

AND

SAMARA CAPITAL MANAGEMENT LIMITED

AND

KARIKALA (MAURITIUS) LIMITED

AND

TR CAPITAL III MAURITIUS III

AND

NEWQUEST ASIA FUND IV (SINGAPORE) PTE. LTD.

AND

PERGO COMPANY LIMITED

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SHAREHOLDERS’ AGREEMENT

This SHAREHOLDERS’ AGREEMENT (“Agreement”) is entered into as of 2 August 2021

(“Execution Date”)

By and Amongst:

(1) SAPPHIRE FOODS MAURITIUS LIMITED, a private company limited by shares

incorporated under the laws of Mauritius and having its registered office address at Sanne

House, Bank Street, Twenty-Eight, Cybercity, Ebene 72201, Mauritius (hereinafter referred to

as "Company", which expression shall mean and include its successors and permitted assigns)

AND

(2) SCHRODER ADVEQ ASIA III L.P., a limited partnership bearing registration number

SL009428, incorporated under the laws of the United Kingdom and having its registered office

at 50 Lothian Road, Festival Square, Edinburgh, EH3 9WJ (hereinafter referred to as

"SCHRODER LP I", which expression shall mean and include its successors and permitted

assigns)

AND

(3) SCHRODER ADVEQ cPl GLOBAL 2014-2016, a limited partnership bearing registration

number 132599, incorporated under the laws of Netherlands and having its registered office at

Johan Van Walbeeckplein 11, Curaçao (hereinafter referred to as "SCHRODER LP II", which

expression shall mean and include its successors and permitted assigns)

AND

(4) SCHRODER ADVEQ GLOBAL L.P., a limited partnership bearing registration number

SL013120, incorporated under the laws of the United Kingdom and having its registered office

at 50 Lothian Road, Festival Square, Edinburgh, EH3 9WJ (hereinafter referred to as

"SCHRODER LP III", which expression shall mean and include its successors and permitted

assigns)

AND

(5) CELOX OLYMPUS LIMITED, a company bearing registration number HE274777,

incorporated under the laws of Cyprus and having its principal place of business at Ειρήνης,

119, 3041, Λεμεσός, Κύπρος Cyprus (hereinafter referred to as "CELOX", which expression shall

mean and include its successors and permitted assigns);

AND

(6) SAMARA CAPITAL PARTNERS FUND II LIMITED, a company bearing registration

number 112735 C1/GBL, incorporated under the laws of Mauritius and having its registered

office address at Sanne House, Bank Street, Twenty-Eight, Cybercity, Ebene 72201, Mauritius

(hereinafter referred to as "Samara Capital", which expression shall mean and include its

successors and permitted assigns)

AND

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(7) SAMARA CAPITAL MANAGEMENT LIMITED, a company bearing registration number

066727 C1/GBL, incorporated under the laws of Mauritius and having its registered office

address at 34 Cybercity, 4th Floor, Ebene Heights, Ebene 72201, Mauritius (hereinafter referred

to as "Samara Investment Manager", which expression shall mean and include its successors

and permitted assigns)

AND

(8) KARIKALA (MAURITIUS) LIMITED, a company incorporated under the laws of Mauritius

and having its registered office address at Sanne House, Bank Street, Twenty-Eight, Cybercity,

Ebene 72201, Republic of Mauritius (hereinafter referred to as "Creador II", which expression

shall mean and include its successors and permitted assigns)

AND

(9) TR CAPITAL III MAURITIUS III, a company incorporated under the laws of Mauritius and

having its principal place of business at IFS Court, Bank Street, Twenty Eight Cybercity, Ebene

72201, Mauritius (hereinafter referred to as "New Investor 1", which expression shall mean and

include its successors and permitted assigns)

AND

(10) NEWQUEST ASIA FUND IV (SINGAPORE) PTE. LTD., a company incorporated under the

laws of Singapore and having its principal place of business at 8 Marina Boulevard, #05-02,

Marina Bay Financial Centre, Singapore 018981 (hereinafter referred to as "New Investor 2",

which expression shall mean and include its successors and permitted assigns);

AND

(11) PERGO COMPANY LIMITED, a company incorporated under the laws of Bermuda and

having its principal place of business at c/o Inchona Services Limited, Washington Mall Phase

2, 4th Floor, Suite 400, 22 Church Street, HM 1189, Hamilton HM EX, Bermuda (hereinafter

referred to as "New Investor 3", which expression shall mean and include its successors and

permitted assigns)

Samara Capital and Samara Investment Manager shall hereinafter collectively be referred as “Samara”.

Schroder LP I, Schroder LP II and Schroder LP III shall hereinafter be referred as “Schroder LP”.

Samara, Celox and Schroder LP shall hereinafter collectively be referred as the “Existing Shareholders”

The Company, Existing Shareholders, Creador II, New Investor 1, New Investor 2 and New Investor 3

shall collectively be referred to as the “Parties” and individually as a “Party”.

RECITALS:

A. The Company was incorporated on December 18, 2014.

B. The Share Capital (as defined hereinafter) of the Company, as on the Execution Date is as set out

in Part A of Schedule 3.

C. Simultaneously with this Agreement, (a) the Company, Creador II and IDI have entered into

the SPA (as defined hereinafter) pursuant to which Creador II has agreed to purchase the Sale

Shares (as defined hereinafter) from IDI on such terms and conditions as set out in in the SPA;

and (b) the Company and Creador II have entered into the Creador II SSA (as defined hereinafter)

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pursuant to which Creador II has agreed to subscribe to the Creador II Subscription Shares (as

defined hereinafter).

D. The Company and each of the New Investors (as defined hereinafter) have entered into their

respective New Investors’ SSA (as defined hereafter) pursuant to which the New Investors

have collectively agreed to subscribe to the New Investors’ Subscription Shares (as defined

hereinafter). In addition, the Company has entered into a share subscription agreement with the

Target Company pursuant to which the Company has agreed to utilize part of the subscription

proceeds received under the Creador II SSA and the New Investors’ SSA to subscribe to shares

in the Target Company (“Target Company Investment Agreement”).

E. On completion of the transaction contemplated in the SPA, the Creador II SSA and the New

Investors’ SSA, the shareholding pattern of the Company on a fully diluted basis, shall be as

set out in Part B of Schedule 3

F. Simultaneously with this Agreement, Creador I and other persons have entered into Creador

Target Company Subscription Agreement and the Sapphire India Shareholders Agreement in

relation to the proposed investment by Creador I into the share capital of the Target Company

on the terms and conditions set out therein.

G. This Agreement shall come into force with effect from the Effective Date (as defined hereinafter).

H. Now, therefore, the Parties are entering into this Agreement to record their mutual

understanding with respect to, inter alia, their inter se rights and obligations by virtue of their

respective shareholding in the Company, the management of the Company and certain other

matters as set forth herein below.

NOW, THEREFORE IN CONSIDERATION OF THE MUTUAL COVENANTS AND

AGREEMENTS SET FORTH HEREIN AND FOR OTHER GOOD AND VALUABLE

CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY

ACKNOWLEDGED, THE PARTIES HERETO AGREE AS FOLLOWS:

1 DEFINITIONS AND INTERPRETATION

1.1 Defined Terms. In addition to the terms defined in the Recitals above and other terms defined elsewhere in this Agreement, the following capitalized terms, when used in this Agreement, shall have the meaning set forth below.

“Act” shall mean the Mauritius Companies Act 2001, as amended from time to time.

“Additional Payment” has the meaning set forth in Clause 10.10 (g).

“Affiliate” shall mean:

(i) With respect to any Person, any other Person directly or indirectly Controlling,

Controlled by or under common Control of that Person. For the purposes of this

definition, "Control" of a Person means (A) ownership or control (whether directly or

otherwise) of 50% or more of the equity share capital, voting capital, or the like of the

controlled entity by contract or otherwise, (B) control of, or power to control the

composition of the board of directors or other equivalent or analogous body of the

controlled entity or (C) the possession of the power to direct or cause the direction of

the management and policies of such party by virtue of its constitutional documents

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or agreement or otherwise, and "Controlling" and "Controlled" shall have

corresponding meanings; and

(ii) With respect to any Shareholder:

(a) funds, collective investment schemes, trusts, companies, special purpose or other vehicles which are under common management with such Shareholder and/or which are managed and/or advised by any Person which (A) controls or is under common control with such Shareholder or (B) advises or provides sub-advisory services, either directly or indirectly including through / to investment manager and/or manages such Shareholder, if any; and

(b) investors and limited partners in such funds, collective investment schemes, trusts, companies, special purpose or other vehicles of such Shareholder.

“Annual Budget” shall mean a budget of expenses and earnings of the Company as approved

for each Financial Year by the Board based on recommendations of the Samara Investment

Manager and which shall be subject to the requirement of Clause 5.12.

"Applicable Law" shall mean the Law, any statute, law, by-law, enactment, regulation,

ordinance, policy, treaty, rule, notification, direction, directive, guideline, requirement, license,

rule of common law, order, decree, judgment, or any restriction or condition, or any similar

form of decision of, or determination application or execution by, or interpretation or

pronouncement having the force of law of, any governmental authority having jurisdiction

over the matter in question, whether in effect as of the date of this Agreement or thereafter, in

any jurisdiction or political sub-division, and includes any practice or custom under any

applicable law.

“Approved Reserves” shall mean the amounts maintained as cash reserves by the Company

up to amounts as determined by the Board, but subject to Clause 5.12, for operating expenses,

including taxes, of the Company and based on the Annual Budget then in effect.

"Arbitration Notice" has the meaning set forth in Clause 17.2(c).

“Authorized Representative” has the meaning set forth in Clause 17.1.

“Base Payment” has the meaning set forth in Clause 10.10 (g).

“Big 4 Firm” shall mean PricewaterhouseCoopers LLP, Deloitte Touche Tohmatsu Limited,

Ernst and Young, KPMG and their affiliate/associated accounting firms.

“Board” shall mean the Board of Directors of the Company.

“Business” of the Company shall mean the activities of making and holding and disposing

investments in the Target Company.

“Business Day” shall mean a day, other than Saturday, Sunday or public holiday, on which

commercial banks are open for regular business in Mauritius and India.

“Buyback Notice” has the meaning set forth in Clause 12.2(a).

“Buyback Shares” has the meaning set forth in Clause 12.2(a).

“Capital Commitment Amount” shall mean with respect to each of Class A Shares, the Class

A2 Shares, the Class A3 Shares, Class A4 Shares, Class A5 Shares, Class A6 Shares and Class

A7 Shares the amount being equal to the aggregate subscription price that a Shareholder

holding such Class of Shares has committed to contribute in accordance with the Subscription

Agreement between such Shareholder and the Company;

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“Capital Contribution” shall mean cash capital contributions made by a Shareholder in

accordance with such Shareholder’s Subscription Agreement, including contributions made in

respect of both the purchase price of the Class A Shares, the Class A2 Shares, the Class A3

Shares, Class A4 Shares, Class A5 Shares, Class A6 Shares and Class A7 Shares, as the case may

be, subscribed to by such Shareholder and the additional contributions agreed as a condition

of each subscription;

“Claim Initiation Notice” has the meaning set forth in Clause 10.10 (c);

“Claim Initiation Period” has the meaning set forth in Clause 10.10 (c);

“Claim Initiating Shareholder” has the meaning set forth in Clause 10.10 (c);

“Class” shall mean a class of Shares in the Company to which there is attributable a distinct

pool of assets held by the Company, including each of the Class A Shares, the Class A2 Shares,

the Class A3 Shares, Class A4 Shares, Class A5 Shares, Class A6 Shares and Class A7 Shares,

includes one or more series of that class.

“Class A Shareholder” means any Person who owns any series of Class A Shares.

“Class A Shares” shall mean non-voting participating equity class A shares of par value of

USD 1.00 each in the Company having the rights provided for in this Agreement.

“Class A2 Shareholder” means any Person who owns any series of Class A2 Shares.

“Class A2 Shares” shall mean non-voting participating equity class A2 shares of par value of


“Class A3 Shareholder” means any Person who acquires any Class A3 Shares pursuant to the

provisions of this Agreement.





“Class A4 Shares” shall mean non-voting participating equity shares of par value of USD 1.00

each in the Company having the rights provided for in this Agreement.













“Class B Shareholders” means any Person who owns Class B Shares.

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“Class B Shares” shall mean a Share of par value of USD1.00 each in the Company and having

exclusive voting rights and other terms as provided hereunder.

“Class B Alternate Director” has the meaning set forth in Clause 5.5(a).

“Class B Nominee Directors” has the meaning set forth in Clause 5.3(b).

“Class C Company Lock-in Shares” shall such Class C Shares held by the Class C Shareholder

in the Company which correspond to the Class C Yum Lock-in Shares, as more particularly

identified in Schedule 4.

“Class C SEBI Lock-in Shares” shall mean 2,256,782 (Two Million Two Hundred Fifty Six

Thousand Seven Hundred Eight Two) equity shares held by the Company in the Target

Company as more particularly identified in Schedule 4.

“Class C Shareholders” means any Person who owns Class C Shares.

“Class C Shares” shall mean non-voting participating equity shares of par value of USD 1.00

each in the Company having the rights provided for in this Agreement.

“Class C Yum Lock-in Shares” shall mean 2,356,782 (Two Million Three Hundred Fifty Six

Thousand Seven Hundred Eighty Two) equity shares held by the Company in the Target

Company, as more particularly identified in Schedule 4. Provided that if the extent of shares of

the Company that are required to be locked-in under any agreement with Yum are reduced at

any time from the proportion specified in the IPO Approval Letter, then the Class C Yum Lock-

in Shares shall be proportionately reduced.

“Closing Date” shall mean the date on which the closing of the following transactions occur:

(a) the sale and purchase of the Sale Shares pursuant to the SPA; (b) the subscription of the

Subscription Shares pursuant to the Creador II SSA; (c) the subscription of 5,090,503 (Five

Million Ninety Thousand Five Hundred and Three) equity shares of the Target Company by

Creador I pursuant to the Creador Target Company Subscription Agreement; and (d)

subscription of the New Investor Subscription Shares pursuant to the New Investor SSA.

“Company” shall mean Sapphire Foods Mauritius Limited.

“Confidential Information” has the meaning set forth in Clause 17.1.

“Confirmation Notice” has the meaning set forth in Clause 7.3(b).

“Constitution” or “Constitution Document” shall mean the constitution of the Company, as

may be amended from time to time, in accordance with the terms hereof.

“Creador I” means Arinjaya (Mauritius) Ltd, a company incorporated under the laws of

Mauritius and having its principal place of business at Sanne House, Bank Street, Twenty-

Eight, Cybercity, Ebene 72201, Republic of Mauritius;

“Creador II Alternate Director” has the meaning set forth in Clause 5.5(a).

“Creador II Company Lock-in Shares” shall mean such number of Shares held by Creador II

in the Company which correspond to the Creador II Yum Lock-in Shares, as more particularly

identified in Schedule 4.

“Creador II SEBI Lock-in Shares” shall mean 4,772,346 (Four Million Seven Hundred Seventy

Thousand Three Hundred Forty Six) equity shares held by the Company in the Target

Company, as more particularly identified in Schedule 4. It is clarified that the SEBI lock-in

obligations, as set out under this Agreement, are being undertaken by Creador II to ensure

compliance with the lock-in obligations undertaken by the Company, as a promoter of the

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Target Company on completion of the Target Company IPO. Provided that and without

prejudice to any other provision of this Agreement, it is clarified that if the Target Company

IPO is not completed by Target Company IPO Due Date, then the Creador II SEBI Lock-in

Shares shall be reduced to zero.

“Creador II Nominee Director” has the meaning set forth in Clause 5.3(a).

“Creador II Observer” has the meaning set forth in Clause 5.7.

“Creador II Per Share Price” shall mean INR 544.4200 (India Rupees Five Hundred Forty Four

and Forty Two Paise only), being price per share paid by the Company to subscribe to shares

in the Target Company;

“Creador II Reserved Matters” shall mean those matters which are listed in Part A of Schedule

2.

“Creador II Subscription Shares” shall have the meaning given to the term under the Creador

II SSA.

“Creador Target Company Subscription Agreement” shall mean the share subscription

agreement of even date entered into between the Target Company, QSR Management Trust

and Creador I.

“Creador II Yum Lock-in Shares” shall mean 6,363,128 (Six Million Three Hundred Sixty Three Thousand One Hundred Twenty Only)- equity shares held by the Company in the Target Company as more particularly identified in Schedule 4. It is clarified that the Yum lock-in obligations, as set out under this Agreement, are being undertaken by Creador II to ensure compliance with the lock-in obligations undertaken by the Company towards Yum, as a promoter of the Target Company on completion of the Target Company IPO. Provided that if the extent of shares of the Company that are required to be locked-in under any agreement with Yum are reduced at any time from the proportion specified in the IPO Approval Letter, then the Creador II Yum Lock-in Shares shall be proportionately reduced. It is further clarified that if the Target Company IPO is not completed by Target Company IPO Due Date, then the Creador II Yum Lock-in Shares shall be reduced to zero.

“Creador II Entitlement Threshold” is when Creador II’s Effective Shareholding in the Target Company, combined with Creador I’s shareholding in the Target Company, is equal to or more than 7% (seven percent).

“Creador II SSA” shall mean the Share Subscription Agreement of even date entered into

between the Company and Creador II in relation to the issue and allotment of the Subscription

Shares.

“D&O Insurance” has the meaning set forth in Clause 5.13.

“Deed of Adherence” shall mean a deed of adherence means substantially in the form set out

in Schedule 5.

“Directors” shall mean the directors of the Company for the time being, or as the case may be,

the directors assembled as a Board or as a committee of the Board.

“Dispute” has the meaning set forth in Clause 17.2 (a).

“Distributable Securities” has the meaning set forth in Clause 12.3(h).

“Equity Shares” shall mean the equity shares of the Target Company having a par value of

Indian Rupee 10 each.

“Effective Date” shall mean the Closing Date.

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“Effective Shareholding in the Target Company” in respect of a relevant Shareholder, is the

sum of (a) such Shareholder’s (or its Affiliates’) Proportionate Stake; and (b) the % shareholding

of the relevant Shareholder and/or its Affiliates held directly in the Target Company;

“Exercise Notice” has the meaning set forth in Clause 8.2(c).

“Existing Classes of Shares” has the meaning set forth in Clause 4.18.

“Further Capital Amount” has the meaning set forth in Clause 4.18.

“Further Capital Raise” has the meaning set forth in Clause 4.18.

“GS” means WWD Ruby Limited, a company incorporated under the laws of Mauritius and

having its principal place of business at Level 3, Alexander House, 35 Cybercity, Ebene,

Mauritius and shall include any of its Affiliates.

“IDI” means IDI EM Sapphire Investment S.ÀR.L., a private limited company incorporated in

accordance with the laws of the Grand Duchy of Luxembourg having its registered office at 11

rue Sainte Zithe, L-2763 Luxembourg and registered with the Luxembourg Trade and

Companies Register under number B196.819.

"IPO" shall mean a public offer for acquisition and listing of Equity Shares of the Target

Company whether in the form of primary issuance of such Equity Shares to the public and/or

a secondary sale of such Equity Shares to the public by any shareholder of the Target Company.

“IPO Approval Letter” means a letter issued by Yum to, amongst others, the Target Company

allowing it to undertake an IPO provided conditions therein are satisfied.

“Key Person Change” shall mean, if prior to expiry of the Yum Lock-in Period, Sumeet Narang

ceases to be a nominee director of the Company on the board of directors of the Target

Company or in the event of a change of Control of the Samara Investment Manager or of the

Company.

“Locked-in Shareholder” shall mean each of Creador II, the New Investors and the Class C

Shareholder to the extent of their respective Yum Locked-in Shares.

“Maximum Participating Shares” has the meaning set forth in Clause 8.2 (c);

“Meeting” shall mean a meeting of the Shareholders or the Board of the Company as the

context may permit.

“Net Cash Flow” shall mean net proceeds received by the Company on divestment of its

investments after deducting all its expenses (including preliminary and establishment

expenses) and taxes and providing for Approved Reserves.

“New Class of Shares” has the meaning set forth in Clause 4.18.

“New Investor 1 Subscription Amount” shall mean USD equivalent of INR 2,541,935,068

(Indian Rupees Two Billion Five Hundred Forty-One Million Nine Hundred Thirty Five

Thousand Sixty Eight).

“New Investor 1 Subscription Shares” shall mean 1,333.30 Class A6 Shares to be subscribed

by the New Investor 1 in the Company pursuant to the New Investors 1 SSA.

“New Investor 2 Subscription Amount” shall mean USD equivalent of INR 2,541,935,068

(Indian Rupees Two Billion Five Hundred Forty-One Million Nine Hundred Thirty-Five

Thousand Sixty Eight).

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“New Investor 2 Subscription Shares” shall mean 1,333.30 Class A7 Shares to be subscribed

by the New Investor 2 in the Company pursuant to the New Investors 2 SSA

“New Investor 3 Subscription Amount” shall mean USD equivalent of INR 149,525,593 (One

Hundred Forty Nine Million Five Hundred Twenty Five Thousand Five Hundred Nine.

“New Investor 3 Subscription Shares” shall mean 78.429 Class A5 Shares to be subscribed by

the New Investor 3 in the Company pursuant to the New Investors 3 SSA.

“New Investor Observer” shall have the meaning ascribed to such term in Clause 5.14.

“New Investors’ Per Share Price” shall mean INR 544.4200 (India Rupees Five Hundred Forty

Four and Forty Two Paise only), being price per share paid by the Company to subscribe to

shares in the Target Company;

“New Investors” shall mean the New Investor 1, the New Investor 2 and the New Investor 3.

“New Investor’s Company Lock-in Shares” shall mean, with respect to each New Investor,

such number of Shares held by such New Investor in the Company which corresponds to such

New Investor’s Yum Lock-in Shares, as more particularly identified in Schedule 4 and, the term

provided that, such Shares will be reduced to zero on or after five years from the Closing Date.

“New Investors’ Company Lock-in Shares” shall mean collectively, the New Investor’s

Company Lock-in Shares of all New Investors.

“New Investor’s SEBI Lock-in Shares” shall mean with respect to each New Investor, such

number of equity shares held by the Company in the Target Company, constituting such

Proportionate Stake of the New Investor, as more particularly identified in Schedule 4 and the

term. It is clarified that the SEBI lock-in obligations, as set out under this Agreement, are being

undertaken by the New Investors to ensure compliance with the lock-in obligations undertaken

by the Company, as a promoter of the Target Company on completion of the Target Company

IPO. Provided that and without prejudice to any other provision of this Agreement, the New

Investors’ SEBI Lock-in Shares shall be reduced to zero if the Target Company IPO is not

completed by Target Company IPO Due Date.

“New Investors’ SEBI Lock-in Shares” shall mean collectively, the New Investor’s SEBI Lock-

in Shares of all New Investors.

“New Investors’ Subscription Shares” shall mean the aggregate of the New Investor 1

Subscription Shares, New Investor 2 Subscription Shares and New Investor 3 Subscription

Shares.

“New Investors’ Subscription Amount” shall mean, in respect of the New Investor 1, the New

Investor 1 Subscription Amount; in respect of the New Investor 2, the New Investor 2

Subscription Amount; and in respect of the New Investor 3, the New Investor 3 Subscription

Amount.

“New Investor’s Yum Lock-in Shares” shall mean with respect to each New Investor, such

number of equity shares held by the Company in the Target Company, constituting such

Proportionate Stake of the New Investor, as more particularly identified in Schedule 4. It is

clarified that the Yum lock-in obligations, as set out under this Agreement, are being

undertaken by the New Investors to ensure compliance with the lock-in obligations undertaken

by the Company towards Yum, as a promoter of the Target Company on completion of the

Target Company IPO. Provided that if the extent of shares of the Company that are required to

be locked-in under any agreement with Yum are reduced at any time from the proportion

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specified in the IPO Approval Letter, then the New Investor’s Yum Lock-in Shares shall be

proportionately reduced. It is further clarified that if the Target Company IPO is not completed

by Target Company IPO Due Date, then the New Investors’ Yum Lock-in Shares shall be

reduced to zero.

“New Offering” has the meaning set forth in Clause 8.2(a).

“New Price” has the meaning set forth in Clause 4.18

“New Investors’ SSA” shall, with respect to (i) the New Investor 1, mean the share subscription

agreement entered into between the Company and the New Investor 1 of even date in relation

to the subscription of the New Investors 1 Subscription Shares (“New Investor 1 SSA”), ; (ii)

the New Investor 2, mean the share subscription agreement entered into between the Company

and the New Investor 2 of even date in relation to the subscription of the New Investors 1

Subscription Shares (“New Investor 2 SSA”); and (iii) the New Investor 3, mean the share

subscription agreement entered into between the Company and the New Investor 3 of even

date in relation to the subscription of the New Investors 3 Subscription Shares (“New Investor

3 SSA”).

“New Investor’s Term” shall mean (a) the Yum Lock-in Period, if the Target Company IPO has

been undertaken by the Target Company IPO Due Date; or (b) expiry of 5 years from the

Closing Date, if the Target Company IPO has not been undertaken by the Target Company IPO

Due Date.

“New Offering” has the meaning set forth in Clause 8.2 (a).

“New Target Company Shares” has the meaning set forth in Clause 4.18.

“Non-IPO Drag Exercise Notice” has the meaning set forth is Clause 10.3(b).

“Non-IPO Drag Participating Shareholders” has the meaning set forth in Clause 10.3(c).

“Non-IPO Drag Response Notice” has the meaning set forth is Clause 10.3(b).

“Non-Participating New Offering Shareholder” has the meaning set forth in Clause 8.2(e).

“Notice” shall mean a notice in writing and the terms “Notify” or “Notification” shall be

construed accordingly.

“Offeree” shall mean the non-Selling Shareholder(s) among Creador II, the Class C

Shareholder and each of the New Investors.

“Offer Notice” has the meaning set forth in Clause 8.2(e).

“Ordinary Resolution” shall mean a resolution approved by a simple majority of the votes of

those Shareholders entitled to vote and voting on the resolution.

“Participating Shareholder” has the meaning set forth in Clause 8.2(e) and Clause 10.2(c).

“Person” shall mean any natural person, corporation, limited liability company, partnership,

firm, joint venture, association, joint stock company, trust, unincorporated association,

governmental authority or other legal entity.

“Pre-emptive Entitlement” has the meaning set forth in Clause 8.2 (c).

“Pre-emptive Right Holder” has the meaning set forth in Clause 8.2 (a).

“Pre-emptive Rights Notice” has the meaning set forth in Clause 8.2(a).

“Post IPO Tag Response Notice” has the meaning set forth in Clause 10.5(b).

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“Post IPO Dragged Securities” shall mean (i) in relation to Creador II, the Creador II Yum

Lock-in Shares; (ii) in relation to New Investors, the New Investors’ Yum Lock-in Shares; and

(iii) in relation to the Class C Shareholder, the Class C Yum Lock-in Shares.

“QSR Management Trust” or “QMT” shall mean QSR Management Trust, a trust settled

under the Indian Trusts Act, 1882, and having its principal place of business at Level 18, Birla

Aurora, Dr. Annie Besant Road, Century Bazaar, Prabhadevi, Mumbai – 400030 , India.

“Register” shall mean the register of Shareholders to be kept pursuant to the Applicable Law.

“Response” has the meaning set forth in Clause 6.6(b).

“ROFO Acceptance Notice” shall have the meaning ascribed to such term under Clause 6.6(c);

“ROFO Exercising Offeree” shall have the meaning ascribed to such term under Clause 6.6(b);

“ROFO Offer Notice” has the meaning set forth in Clause 6.6(a).

“ROFO Price” has the meaning set forth in Clause 6.6(b).

“ROFO Right” shall have the meaning ascribed to such term under Clause 6.6 (a);

“ROFO Response Period” has the meaning set forth in Clause 6.6(b).

“ROFO Shares” shall mean (i) in relation to Creador II, the Creador II Company Lock-in

Shares; (ii) in relation to New Investors, the New Investors’ Company Lock-in Shares; and (iii)

in relation to the Class C Shareholder, the Class C Company Lock-in Shares.

“RM Notice” has the meaning set forth in Clause 10.6 (a) (i).

“SFIPL Indemnifiable Loss” has the meaning set forth in Clause 10.10 (a).

“SFIPL Loss Notice” has the meaning set forth in Clause 10.10 (b).

“SPA” shall mean the Share Purchase Agreement of even date entered into between IDI, the

Company and Creador II in relation to the sale and purchase of the Sale Shares.

“Sale Shares” shall have the meaning given to the term under the SPA.

“Share Capital” shall mean the issued and fully paid-up share capital of the Company, on a

fully diluted basis.

“Sapphire India Shareholders’ Agreement” shall mean the shareholders’ agreement of even

date amongst the Target Company, the Company, WWD Ruby Limited (GS), Amethyst Private

Limited (CX), AAJV Investment Trust (AAJV), Edelweiss Crossover Opportunities Fund and

Edelweiss Fund – II, Samara Capital Partners Fund II Limited, Creador I and QSR Management

Trust.

“SEBI Lock-in Period” shall mean a period of 3 (three) years post Target Company IPO

Effective Date or such shorter period as may be prescribed under applicable law.

“Selling Shareholder” shall mean each of Creador II, the Class C Shareholder and each of the

New Investors.

“Series” shall mean one or more series of a Class of Shares in the Company.

“Shares” shall mean the shares issued in the share capital of the Company and shall include

Class A Shares, the Class A2 Shares, the Class A3 Shares, Class A4 Shares, Class A5 Shares,

Class A6 Shares, Class A7 Shares, the Class B Shares and the Class C Shares.

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“Shareholder” shall mean a holder of Shares in the Company.

“Solvency Test” shall mean the test to be satisfied by the Company as set out under Section 6

of the Act.

“Special Resolution” shall mean a resolution approved by a majority of at least 75 (seventy-

five) per cent of the votes of those Shareholders entitled to vote and voting on the resolution.

“Subscription Agreement” shall mean, (a) in relation to the Class A Shares, the subscription

agreements entered into between the Company and each of Schroder LP I, Schroder LP II,

Schroder LP III, Celox, IDI and Samara Capital on and between May 15, 2015 and June 8, 2015,

(b) in relation to the Class A2 Shares, the subscription agreement entered into between the

Company, Celox and Samara Capital; (c) in relation to the Class A4 Shares, the Creador II SSA;

(d) in relation to the Class A5 Shares, the New Investor 3 SSA; (e) in relation to the Class A6

Shares, the New Investor 1 SSA and in relation to the Class A7 Shares, the New Investor 2 SSA;

(f) in relation to the Class C Shares, the subscription agreement entered into between the

Company and Samara Investment Manager and (g) in relation to the Class B Shares, the

subscription agreement entered into between the Company and Samara Investment Manager.

“Subscription Amount” shall mean, in respect of each Class of Shares, the aggregate amount

paid by the subscriber towards subscription of such Share, as set out in the respective

Subscription Agreement.

“Tag Along Proportionate Stake” has the meaning set forth in Clause 10.2(a).

“Tag Proceeds Right Holder” has the meaning set forth in Clause 10.2(a).

“Tag Response Notice” has the meaning set forth in Clause 10.2(b).

“Target Company” shall mean Sapphire Foods India Limited, a company incorporated and

registered in accordance with the laws of India and having its registered office at 131, 13th

Floor, Free Press House Building, Nariman Point, Mumbai, Maharashtra- 400 021 India.

“Target Company IPO Effective Date” shall mean the date on which the shares of the Target

Company are allotted to the public or sold to the public, on a stock exchange pursuant to an

IPO.

“Target Company IPO” shall mean an initial public offering of the Target Company in

accordance with the Target Company Shareholders’ Agreement.

“Target Company IPO Due Date” shall mean July 15, 2022.

“Target Company DRHP” shall mean the draft red herring prospectus of the Target Company

for the IPO purposes.

“Target Company Post IPO Tag Along Rights Notice” has the meaning set forth in Clause

10.5.

“Target Company Reserved Matters” has the meaning set forth in Clause 10.6 (a) (i).

“Target Company Tag Along Rights Notice” has the meaning set forth in Clause 10.2(a).

“Target Company Shareholding Matters” has the meaning set forth in Clause 10.6 (b) (i).

“Transfer” (including the terms “Transferred” and “Transferability”) shall mean to directly

or indirectly, transfer, sell, assign, encumber in any manner, place in trust (voting or otherwise),

exchange, gift or transfer by operation of law or in any other way subject to any encumbrance

or dispose of, whether or not voluntarily.

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“Transfer Shares” shall have the meaning ascribed to such term in Clause 6.6(a).

“Proportionate Stake”, in respect of a Shareholder, is calculated as follows:

Proportionate Stake of the Shareholder = (Number of shares of the Target Company held by

the Company that is allocated to the relevant Shareholder as per Schedule 3 of this agreement

/ Total number of shares of the Target Company held by the Company) * 100.

“Proportionate Tag Along Shares” has the meaning set forth in Clause 10.2(b).

“Unsubscribed Shares” has the meaning set forth in Clause 8.2 (e).

“Yum” shall mean Yum! Restaurants (India) Private Limited.

"Yum Documents" shall mean the documents executed between the Company and/or the

Target Company with Yum including the IPO Approval Letter.

“Yum Lock-in Period” shall mean a period of 6 (six) years from the Closing Date in case of IPO

by the IPO due date; and

“Yum Lock-in Shares” shall mean: (i) in relation to Creador II, the Creador II Yum Lock-in

Shares (ii) in relation to New Investors, the New Investors’ Yum Lock-in Shares; and (iii) in

relation to the Class C Shareholder, the Class C Yum Lock-in Shares.

1.2 Interpretation. The following rules of interpretation shall apply to this Agreement:

(a) Unless otherwise provided, the terms used in this Agreement shall have the same meaning as in the Act and the Financial Services Act 2007 of Mauritius, as appropriate.

(b) Irrelevance of Gender and Plurality. The definitions in Clause 1.1 shall apply equally

to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.

(c) Internal References. All references herein to Clauses and Schedules shall be deemed

to be references to Clauses of, and Schedules to, this Agreement unless the context shall otherwise require. All Schedules attached hereto shall be deemed incorporated herein as if set forth in full herein. The terms “Clause s(s)” and “sub- Clause (s)” shall be used herein interchangeably. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The words “include”, “includes”, and “including” shall be deemed to be followed by the words “without limitation”.

(d) Default Rules. Unless expressly contradicted or otherwise qualified, (i) all references

to a Person also refer to that Person’s successors and permitted assigns, including permitted transferees, and (ii) all references to and definitions of any agreement, instrument or statute herein or in any agreement or instrument referred to herein mean such agreement, instrument or statute, including the Constitution, as from time to time may be amended, modified, supplemented or restated, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein.

(e) Drafting. The Parties have participated jointly in the negotiation and drafting of this

Agreement; accordingly, in the event an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favouring or disfavouring

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any Party by virtue of the authorship of any provisions of this Agreement.

(f) Time is of the essence. Time is of the essence in the performance of the Parties’ respective obligations. Any time period specified for performance by the Parties shall be deemed to stand extended to include any time period required by the Parties for obtaining any approval/ consent from any Governmental Authority. If any time period specified herein is extended, such extended time shall also be of the essence.

(g) Unless otherwise specified, time periods within or following which any payment is to

be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to the next Business Day if the last day of such period is not a Business Day; and whenever any payment is to be made or action to be taken under this Agreement is required to be made or taken on a day other than a Business Day, such payment shall be made or action taken on the next Business Day.

2 REPRESENTATION AND WARRANTIES

2.1 Each of the Parties severally represent and warrant to the other that:

(a) they have the power and authority to execute and deliver this Agreement and are not prohibited from entering into this Agreement;

(b) this Agreement has been duly authorized by the respective Parties and upon execution and delivery will be a legal, valid and binding obligation of such Party;

(c) the execution and delivery of this Agreement and the promises, agreements or undertakings of such Party under this Agreement do not violate any Applicable Law, rule, regulation or order applicable to them or agreements or any other instruments which the Parties have executed; and

(d) the execution and delivery of this Agreement and the promises, agreements or undertakings of such Party under this Agreement do not violate or contravene the provisions of or constitute a default under any documents, contracts, or which are applicable to them.

3 SUBSCRIPTION AND USE OF PROCEEDS

3.1 The Parties acknowledge that, on the Closing Date, the Company shall, simultaneously with the issue and allotment of the Subscription Shares and transfer of Sale Shares to Creador II, issue and allot the New Investors’ Subscription Shares. The subscription monies so received from Creador II and the New Investors shall be utilized by the Company to acquire shares in the Target Company through primary and/or secondary acquisition, in the manner set out below and the Parties agree that the provisions of Clauses 5.12 and 16.13 shall not apply to any such share acquisition:

(a) The Company shall subscribe to 4,099,286 (Four Million Ninety-Nine Thousand Two Hundred Eighty Six) equity shares in the Target Company pursuant to the Target Company Investment Agreement for an aggregate subscription amount of INR 2,070,672,338 (Indian Rupees Two Billion Seventy Million Six Hundred Seventy Two Thousand Three Hundred Thirty Eight);

(b) The Company shall acquire 2,410,908 (Two Million Four Hundred Ten Thousand Nine Hundred and Eight) equity shares held by CX and 48,787 (Forty Eight Thousand Seven Hundred and Eighty Seven) equity shares held by AAJV in the Target Company for an

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aggregate purchase consideration of INR 1,339,107,152 (Indian Rupees One Billion Three Hundred Thirty Nine Million One Hundred Seven Thousand One Hundred and Fifty Two); and

(c) The Company shall acquire 4,585,561 (Four Million Five Hundred Eighty Five Thousand Five Hundred Sixty One) equity shares held by GS in the Target Company for an aggregate purchase consideration of INR 2,496,471,120 (Indian Rupees Two Billion Four Hundred Ninety Six Million Four Hundred Seventy One Thousand One Hundred and Twenty).

4 SHARE CAPITAL

4.1 The stated capital of the Company shall comprise all amounts received by the Company or due and payable to the Company in respect of the Shares issued by the Company comprising the par value of the Shares and the Capital Contribution thereon.

4.2 Reclassification of Share Capital (a) Shares of the Company, as of the Execution Date, comprise Class A Shares, Class A2

Shares, Class B Shares and Class C Shares of par value USD 1 each. On Closing, the Shares of the Company shall, in addition to the aforesaid, also comprise of Class A4 Shares, Class A5 Shares, Class A6 Shares and Class A7 Shares. The Parties have agreed that immediate after the Closing Date, the share capital of the Company shall be reclassified in compliance with the requirements of Applicable Law to a class-based structure, in the following manner:

(i) Samara Capital, Celox and Schroder LP shall continue to hold Class A Shares;

(ii) The Class A Shares acquired by Creador II from IDI shall be reclassified to Class A3 Shares;

(iii) The Class A2 Shares subscribed to by Samara Capital and Celox pursuant to the rights issue undertaken by the Target Company shall continue to be held as Class A2 Shares;

(iv) The Creador II Subscription Shares subscribed to by Creador II shall continue to be held as Class A4 Shares;

(v) The New Investor 1 Subscription Shares subscribed to by the New Investor 1 shall continue to be held as Class A6 Shares;

(vi) The New Investor 2 Subscription Shares subscribed to by New Investor 2 shall continue to be held as Class A7 Shares;

(vii) The New Investor 3 Subscription Shares subscribed to by New Investor 3 shall continue to be held as Class A5 Shares;

(viii) The Class B Shares held by Samara Investment Manager shall continue to be held as Class B Shares; and

(ix) The Class C Shares held by Samara Investment Manager shall continue to be held as Class C Shares.

(b) Each class of Shares, as identified in sub-clause (a) above shall have such rights as are set out in this Agreement and the Constitution, and additionally, in case of Class A Shares, Class A2 Shares and Class C Shares any other inter-se agreement amongst them

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but which shall not affect the rights of other Classes of Shares, as set out in this Agreement. The number of shares of the Target Company held by the Company that is allocated to the relevant holder of Class A Shares, Class A2 Shares and Class C Shares (considered as a whole) and each of Class A3 Shares, Class A4 Shares, Class A5 Shares, Class A6 Shares, Class A7 Shares and Class B Shares, as of the date of reclassification of the share capital of the Company shall be as set out in Part B of Schedule 3. The table at Part B of Schedule III shall be updated and circulated by the Company to Shareholders of each Class each time there is a change in the Proportionate Stake of any Class.

(c) The Parties agree that on and from the Closing Date, each incoming investor subscribing to new Shares in the Company is issued a new class of Shares.

4.3 Subject to the terms of this Agreement, including Clause 8.1 and Clause 4.4 below, the Board may issue such number of Shares in such classes and subject to such rights, including to meet any part or whole of its objects from time to time or to exercise any rights of the Company under any agreements with the Target Company, as the Board may determine. In case of issue of new Shares, the Board shall first offer the Shares to existing Shareholders in proportion to their Proportionate Stake in order to maintain the relative voting and distribution rights of the Shareholders (it is clarified that Class B Shares shall only be offered to the Samara Investment Manager); provided, if within 30 (thirty) Business Days of offer and such further notice as required under the Applicable Law, a Shareholder entitled to invest, fails to make the relevant investment (directly, or through an Affiliate only to the extent of events set out in Clause 4.4 below), then the offered Shares may at the direction of the Board be offered to Shareholders holding such class of Shares who have funded in full their entitlement (who shall be entitled to subscribe to such Shares directly, or through an Affiliate). Provided, further, if within 15 (fifteen) Business Days of such offer to such other Shareholders, any such Shares remain unsubscribed, then such Shares may be disposed of in such manner as the Board may determine, subject to the other terms hereof, within the subsequent 180 (one hundred and eighty) days.

4.4 Shares in the Company shall be issued in United States Dollars (USD). Subject to the terms of this Agreement, the Company may issue fractions of a Share and a fractional Share shall have the corresponding fractional liabilities, limitations, preferences, privileges, qualifications, restrictions, rights and other attributes of a whole Share and shall be funded as a combination of USD 1 as par value and balance as Capital Contribution.

4.5 [left blank]

4.6 No Shares in the Company shall be acquired or held by any Person in breach of any Applicable Law.

4.7 No Person shall be recognised by the Company as holding any Share upon trust and the Company shall not be bound by or recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any Share, or (except as per this Agreement or the Applicable Law) any other right in respect of any Share, except an absolute right thereto in the registered holder.

4.8 A subscriber of a Share will receive repayment or return of some or all of its paid-up Capital Contribution, as more particularly described under Clause 12 (Distributions) below and as set out in the Subscription Agreement between the Company and the relevant subscriber. The Board shall decline to exercise its discretion to make such payment where it consider that the Company is not able to pay its debts as they fall due or may become unable to pay its debts as they fall due in consequence of any such payment, and does not satisfy the Solvency Test;

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provided, the Board shall only exercise such discretion with respect to all Shareholders on a collective basis.

4.9 Terms of Class A Shares

(a) Series: Class A Shares shall have such rights or restrictions whether in regard to issue price, dividend, return of capital, distribution or otherwise as may be set out in this Agreement or any other agreement or instrument which may be entered into between any Class of shareholders. If Class A shares are divided into series then each Class A Shareholder shall have the right to subscribe on a pro-rata basis to such new series of Class A shares on such terms and conditions as may be approved by the Board and Class A Shareholders by passing a unanimous resolution, as applicable.

(b) As regards income: Subject to the terms of issuance, each holder of a Class A Share or a series of Class A Share shall be entitled to distributions in accordance with Clause 12.

(c) As regards capital: On winding up of the Company, each holder of a Class A Share or a series of Class A Share shall be entitled to payment in accordance with Clause 14 (Winding Up).

(d) Voting Rights: A Class A Shareholder shall not be entitled to vote at any Meeting of the Company on any matter to be considered by Shareholders generally unless the matter relates to: (a) the amendment of this Agreement or the Constitution, as the case may be; (b) the winding-up and/or liquidation of the Company; or (c) modification, alteration or abrogation of any rights or privileges attached to the Class A Shares. Any modification, alteration or abrogation of any rights or privileges attached to the Class A Shares shall require the unanimous consent of all Class A Shareholders, provided that no modification or alteration of terms of the Class A Shares shall have the effect of according any voting rights to the Class A Shareholders or alter or impact the economic rights of any other Class of Shares, unless the Samara Investment Manager has consented to the same. The Class A Shareholder shall be entitled to vote on above mentioned matters at a separate Class meeting. Each Class A Shareholder shall be entitled to receive Notice of any Meeting of the Company and, if a poll is demanded, to 1 (one) vote per Class A Share on any matter on which the Class A Shareholders are entitled to vote at Class meetings. In the case of joint holders of a Class A Share, the vote of the Person whose name stands first in the Register in respect of the joint holding and voting on a matter shall be accepted to the exclusion of the votes of the other joint holders.

(e) In respect of each Class A Share, the Class A Shareholder shall have contributed (as part of its Subscription Amount) the Capital Commitment Amount pursuant to its Subscription Agreement.

(f) The Class A Shares shall not be redeemable.

4.10 Terms of Class B Shares

(a) Except as otherwise provided in this Agreement, Class B Shares shall only be issued to the Samara Investment Manager or its Affiliates or the Directors, officers, or employees of the Samara Investment Manager or its Affiliates.

(b) As regards income: Class B Shares shall not participate in distributions by the Company.

(c) As regards capital: Upon the winding-up of the Company, each Class B Shareholder

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shall be entitled to payment in accordance with Clause 14.

(d) Voting Rights: Each Class B Shareholder shall be entitled to receive Notice of a Meeting, attend and vote at any Meeting of the Company and Meetings of the Class B Shareholders. Unless otherwise provided in this Agreement, the Class B Shareholders shall exclusively hold the voting rights on matters taken up and discussed in a Meeting. Each Class B Shareholder shall, if a poll is demanded, be entitled to 1 (one) vote per Class B Share held. In the case of joint holders of a Class B Share, the vote of the Person whose name stands first in the Register in respect of the joint holding and voting on a matter shall be accepted to the exclusion of the votes of the other joint holders.

(e) The Class B Shares shall not be redeemable.

4.11 Terms of Class A2 Shares

(a) Series: Class A2 Shares shall have such rights or restrictions whether in regard to issue price, dividend, return of capital, distribution or otherwise as may be set out in this Agreement or any other agreement or instrument which may be entered into between any Class of shareholders. If Class A2 Shares are divided into series then each Class A2 Shareholder shall have the right to subscribe on a pro-rata basis to such new series of Class A2 Shares such terms and conditions as may be approved by the Board and Class A2 Shareholders by passing a unanimous resolution, as applicable.

(b) As regards income: Subject to the terms of issuance, each holder of a Class A2 Share or a series of Class A2 Share shall be entitled to distributions in accordance with Clause 12.

(c) As regards capital: On winding-up of the Company, each holder of a Class A2 Share shall be entitled to payment in accordance with Clause 14.

(d) Class A2 Shareholder Voting Rights: AX Class A2 Shareholder shall not be entitled to vote at any Meeting of the Company on any matter to be considered by Shareholders generally unless the matter related to: (a) the amendment of this Agreement or the Constitution, as the case may be; (b) the winding-up and/or liquidation of the Company; or (c) modification, alteration or abrogation of any rights or privileges attached to the Class A2 Shares. Any modification, alteration or abrogation of any rights or privileges attached to the Class A2 Shares shall require the unanimous consent of all Class A2 Shareholders, provided that no modification or alteration of terms of the Class A2 Shares shall have the effect of according any voting rights to the Class A2 Shareholders or alter or impact the economic rights of any other Class of Shares, unless the Samara Investment Manager has consented to the same.. The Class A2 Shareholder shall be entitled to vote on above mentioned matters at a separate Class meeting. Each Class A2 Shareholder shall be entitled to receive Notice of any Meeting of the Company and, if a poll is demanded, to 1 (one) vote per Class A2 Share on any matter on which the Class A2 Shareholders are entitled to vote at Class meetings. In the case of joint holders of a Class A2 Share, the vote of the Person whose name stands first in the Register in respect of the joint holding and voting on a matter shall be accepted to the exclusion of the votes of the other joint holders.

(e) In respect of each Class A2 Share, the Class A2 Shareholder shall have contributed (as part of its Subscription Amount) the Capital Commitment Amount pursuant to its Subscription Agreement.

(f) The Class A2 Shares shall not be redeemable.

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The Class A3 Shares, if any issued by the Company pursuant to the provisions of Clause 3, shall have the following rights:

(a) Series: Class A3 Shares shall have such rights or restrictions whether in regard to issue price, dividend, return of capital, distribution or otherwise as may be set out in this Agreement. If Class A3 Shares are divided into series then each Class A3 Shareholder shall have the right to subscribe on a pro-rata basis to such new series of Class A3 Shares on such terms and conditions as may be approved by the Board and Class A3 Shareholders by passing a unanimous resolution, as applicable.


(c) As regards capital: On winding up of the Company, each holder of a Class A3 Share or a series of Class A3 Shares shall be entitled to payment in accordance with Clause 14 (Winding Up).

(d) Voting Rights: A Class A3 Shareholder shall not be entitled to vote at any Meeting of the Company on any matter to be considered by Shareholders generally unless the matter relates to: (a) the amendment of this Agreement or the Constitution, as the case may be; (b) the winding-up and/or liquidation of the Company; or (c) modification, alteration or abrogation of any rights or privileges attached to the Class A3 Shares. Any modification, alteration or abrogation of any rights or privileges attached to the Class A3 Shares shall require the unanimous consent of all Class A3 Shareholders, provided that no modification or alteration of terms of the Class A3 Shares shall have the effect of according any voting rights to the Class A3 Shareholders or alter or impact the economic rights of any other Class of Shares, unless the Samara Investment Manager has consented to the same.. The Class A3 Shareholder shall be entitled to vote on above mentioned matters at a separate Class meeting. Each Class A3 Shareholder shall be entitled to receive Notice of any Meeting of the Company and, if a poll is demanded, to 1 (one) vote per Class A3 Share on any matter on which the Class A3 Shareholders are entitled to vote at Class meetings. In the case of joint holders of a Class A3 Share, the vote of the Person whose name stands first in the Register in respect of the joint holding and voting on a matter shall be accepted to the exclusion of the votes of the other joint holders.

(e) In respect of each Class A3 Share, the Class A3 Shareholder shall have contributed the Capital Commitment Amount (as part of its Subscription Amount) pursuant to its Subscription Agreement or the Subscription Agreement of the direct or indirect predecessor holders of Class A3 Shares (including if a class has been reclassified, the holders of the relevant Class prior to the reclassification).



The Class A4 Shares issued by the Company shall have the following rights:

(a) Series: Class A4 Shares shall have such rights or restrictions whether in regard to issue price, dividend, return of capital, distribution or otherwise as may be set out in this Agreement. If Class A4 Shares are divided into series then each Class A4 Shareholder shall have the right to subscribe on a pro-rata basis to such new series of Class A4

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Shares on such terms and conditions as may be approved by the Board and Class A4 Shareholders by passing a unanimous resolution, as applicable.



(d) Voting Rights: A Class A4 Shareholder shall not be entitled to vote at any Meeting of the Company on any matter to be considered by Shareholders generally unless the matter relates to: (a) the amendment of this Agreement or the Constitution, as the case may be; (b) the winding-up and/or liquidation of the Company; or (c) modification, alteration or abrogation of any rights or privileges attached to the Class A4 Shares. Any modification, alteration or abrogation of any rights or privileges attached to the Class A4 Shares shall require the unanimous consent of all Class A4 Shareholders, provided that no modification or alteration of terms of the Class A4 Shares shall have the effect of according any voting rights to the Class A4 Shareholders or alter or impact the economic rights of any other Class of Shares, unless the Samara Investment Manager has consented to the same. The Class A4 Shareholder shall be entitled to vote on above mentioned matters at a separate Class meeting. Each Class A4 Shareholder shall be entitled to receive Notice of any Meeting of the Company and, if a poll is demanded, to 1 (one) vote per Class A4 Share on any matter on which the Class A4 Shareholders are entitled to vote at Class meetings. In the case of joint holders of a Class A4 Share, the vote of the Person whose name stands first in the Register in respect of the joint holding and voting on a matter shall be accepted to the exclusion of the votes of the other joint holders.

(e) In respect of each Class A4 Share, the Class A4 Shareholder shall have contributed the Capital Commitment Amount (as part of its Subscription Amount) pursuant to its Subscription Agreement.



The Class A5 Shares shall have the following rights:

(a) Series: Class A5 shall have such rights or restrictions whether in regard to issue price, dividend, return of capital, distribution or otherwise as may be set out in this Agreement. If Class A5 Shares are divided into series then each Class A5 Shareholder shall have the right to subscribe on a pro-rata basis to such new series of Class A5 Shares on such terms and conditions as may be approved by the Board and Class A5 Shareholders by passing a unanimous resolution, as applicable.



(d) Voting Rights: A Class A5 Shareholder shall not be entitled to vote at any Meeting of

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the Company on any matter to be considered by Shareholders generally unless the matter relates to: (a) the amendment of this Agreement or the Constitution, as the case may be; (b) the winding-up and/or liquidation of the Company; or (c) modification, alteration or abrogation of any rights or privileges attached to the Class A5 Shares. Any modification, alteration or abrogation of any rights or privileges attached to the Class A5 Shares shall require the unanimous consent of all Class A5 Shareholders, provided that no modification or alteration of terms of the Class A5 Shares shall have the effect of according any voting rights to the Class A5 Shareholders or alter or impact the economic rights of any other Class of Shares, unless the Samara Investment Manager has consented to the same. The Class A5 Shareholder shall be entitled to vote on above mentioned matters at a separate Class meeting. Each Class A5 Shareholder shall be entitled to receive Notice of any Meeting of the Company and, if a poll is demanded, to 1 (one) vote per Class A5 Share on any matter on which the Class A5 Shareholders are entitled to vote at Class meetings. In the case of joint holders of a Class A5 Share, the vote of the Person whose name stands first in the Register in respect of the joint holding and voting on a matter shall be accepted to the exclusion of the votes of the other joint holders.





(a) Series: Class A6 Share shall have such rights or restrictions whether in regard to issue price, dividend, return of capital, distribution or otherwise as may be set out in this Agreement. If Class A6 Shares are divided into series then each Class A6 Shareholder shall have the right to subscribe on a pro-rata basis to such new series of Class A6 Shares on such terms and conditions as may be approved by the Board and Class A6 Shareholders by passing a unanimous resolution, as applicable.

(b) As regards income: Subject to the terms of issuance, each holder of a Class A6Share or a series of Class A6Share shall be entitled to distributions in accordance with Clause 12.


(d) Voting Rights: A Class A6 Shareholder shall not be entitled to vote at any Meeting of the Company on any matter to be considered by Shareholders generally unless the matter relates to: (a) the amendment of this Agreement or the Constitution, as the case may be; (b) the winding-up and/or liquidation of the Company; or (c) modification, alteration or abrogation of any rights or privileges attached to the Class A6 Shares. Any modification, alteration or abrogation of any rights or privileges attached to the Class A6 Shares shall require the unanimous consent of all Class A6 Shareholders, provided that no modification or alteration of terms of the Class A6 Shares shall have the effect of according any voting rights to the Class A6 Shareholders or alter or impact the economic rights of any other Class of Shares, unless the Samara Investment Manager has consented to the same. The Class A6 Shareholder shall be entitled to vote on above mentioned matters at a separate Class meeting. Each Class A6 Shareholder shall be

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entitled to receive Notice of any Meeting of the Company and, if a poll is demanded, to 1 (one) vote per Class A6 Share on any matter on which the Class A6 Shareholders are entitled to vote at Class meetings. In the case of joint holders of a Class A6 Share, the vote of the Person whose name stands first in the Register in respect of the joint holding and voting on a matter shall be accepted to the exclusion of the votes of the other joint holders.





(a) Series: Class A7 Shares shall have such rights or restrictions whether in regard to issue price, dividend, return of capital, distribution or otherwise as may be set out in this Agreement. If Class A7 Shares are divided into series then each Class A7 Shareholder shall have the right to subscribe on a pro-rata basis to such new series of Class A7 Shares on such terms and conditions as may be approved by the Board and Class A7 Shareholders by passing a unanimous resolution, as applicable.



(d) Voting Rights: A Class A7 Shareholder shall not be entitled to vote at any Meeting of the Company on any matter to be considered by Shareholders generally unless the matter relates to: (a) the amendment of this Agreement or the Constitution, as the case may be; (b) the winding-up and/or liquidation of the Company; or (c) modification, alteration or abrogation of any rights or privileges attached to the Class A7 Shares. Any modification, alteration or abrogation of any rights or privileges attached to the Class A7 Shares shall require the unanimous consent of all Class A7 Shareholders, provided that no modification or alteration of terms of the Class A7 Shares shall have the effect of according any voting rights to the Class A7 Shareholders or alter or impact the economic rights of any other Class of Shares, unless the Samara Investment Manager has consented to the same. The Class A7 Shareholder shall be entitled to vote on above mentioned matters at a separate Class meeting. Each Class A7 Shareholder shall be entitled to receive Notice of any Meeting of the Company and, if a poll is demanded, to 1 (one) vote per Class A7 Share on any matter on which the Class A7 Shareholders are entitled to vote at Class meetings. In the case of joint holders of a Class A7 Share, the vote of the Person whose name stands first in the Register in respect of the joint holding and voting on a matter shall be accepted to the exclusion of the votes of the other joint holders.



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4.17 Terms of Class C Shares

(a) Series: Class C Shares shall have such rights or restrictions whether in regard to issue price, dividend, return of capital, distribution or otherwise as may be set out in this Agreement or any other agreement or instrument which may be entered into between any Class of shareholders. If Class C Shares are divided into series then each Class C Shareholder shall have the right to subscribe on a pro-rata basis to such new series of Class C Shares on such terms and conditions as may be approved by the Board and Class C Shareholders by passing a unanimous resolution, as applicable.

(b) As regards income: Subject to the terms of issuance, each holder of a Class C Share or a series of Class C Share shall be entitled to distributions in accordance with Clause 12.

(c) As regards capital: On a winding up, each holder of a Class C Share shall be entitled to payment in accordance with Clause 14 (Winding Up).

(d) Voting Rights: A Class C Shareholder shall not be entitled to vote at any Meeting of the Company on any matter to be considered by Shareholders generally unless the matter relates to: (a) the amendment of this Agreement or the Constitution, as the case may be; (b) the winding-up and/or liquidation of the Company; or (c) modification, alteration or abrogation of any rights or privileges attached to the Class C Shares. Any modification, alteration or abrogation of any rights or privileges attached to the Class C Shares shall require the unanimous consent of all Class C Shareholders, provided that no modification or alteration of terms of the Class C Shares shall have the effect of according any voting rights to the Class C Shareholders or alter or impact the economic rights of any other Class of Shares, unless the Samara Investment Manager has consented to the same. The Class C Shareholder shall be entitled to vote on above mentioned matters at a separate Class meeting. Each Class C Shareholder shall be entitled to receive Notice of any Meeting of the Company and, if a poll is demanded, to 1 (one) vote per Class C Share on any matter on which the Class C Shareholders are entitled to vote at Class meetings. In the case of joint holders of a Class C Share, the vote of the Person whose name stands first in the Register in respect of the joint holding and voting on a matter shall be accepted to the exclusion of the votes of the other joint holders.

(e) The Class C Shares shall not be redeemable.

(f) The Class C Shares shall be subject to such lock-in obligations and for such time period, as may be agreed to by the Class C Shareholders with the other Shareholders from time to time.

4.18 Capital Raise At the time of any further capital raising by the Company (“Further Capital Raise” and the amounts of capital being raised shall mean “Further Capital Amounts”) for acquisition/subscription of additional Shares in the Target Company (“New Target Company

Shares”), the Company shall issue a new class of equity shares of the Company (“New Class

of Shares”) different from any other Class or Series of Shares then issued (“Existing Classes of

Shares”), for a par value of USD 1 each but at a price (“New Price”), and the balance amount as Capital Contribution per such New Class of Share, calculated as per the following formula or any other basis that the Board of the Company may determine at the time of capital raise: New Price = FCA ÷ NCS, where: “FCA” means Further Capital Amount; and

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“NCS” (refers to total number of New Class of Shares) = (NTCS x total number of Existing Classes of Shares) ÷ C, where: “NTCS” refers to New Target Company Shares; and “C” means Total number of existing Target Company Shares held by the Company at the time of such Further Capital Raise.

5 BOARD MANAGEMENT AND RELATED MATTERS

5.1 Composition and size of the Board. Subject to Clause 5.2 and the Applicable Law, the total number of Directors on the Board shall not, at any point, exceed 5 (five) Directors. A majority of the Directors on the Board shall be residents of Mauritius.

5.2 The Class B Shareholders may alter the number of Directors on the Board by passing an Ordinary Resolution.

5.3 Directors. The composition of the Board shall be as follows:

(a) As long as Creador II holds any Shares in the Company, Creador II shall have a right to nominate and maintain 1 (one) Director to the Board of the Company (“Creador II

Nominee Director”). For the avoidance of doubt, Creador II shall only communicate the name and other details of the Person, nominated to be appointed as the Creador II Nominee Director to the Board for the Class B Shareholders to complete the appointment process as per Clause 5.4. Creador II shall be entitled to cause the appointment of, substitution of and removal of the Creador II Nominee Director by Notice to the Company. Creador II shall be entitled to nominate the Creador II Nominee Director and remove the Creador II Nominee Director by Notice to the Company. The Company shall immediately and no later than 10 (ten) days following receipt of a Notice from Creador II in this regard, complete all corporate and regulatory formalities regarding such appointment, removal or substitution as per the Applicable Law.

(b) The Class B Shareholder shall have the right to nominate all remaining Directors on the Board (other than the Creador II Nominee Director) (“Class B Nominee Directors”). The Class B Shareholder shall be entitled to cause the appointment of, substitution of and removal of the Class B Nominee Director(s) by Notice to the Company. The Class B Shareholder shall be entitled to appoint the Class B Nominee Director and remove the Class B Nominee Director by Notice to the Company. The Company shall immediately and no later than 10 (ten) days following receipt of a Notice from Class B Shareholder in this regard, complete all corporate and regulatory formalities regarding such appointment, removal or substitution as per the Applicable Law.

5.4 Appointment of Directors

(a) All Directors of the Company shall be appointed by the Board or through an Ordinary

Resolution passed by the Class B Shareholder either to fill any vacancy or to appoint additional Directors. Such a Director shall hold office until he is removed by the Board or by the Shareholder nominating the Director or until they vacate/resign from the office.

(b) All Directors shall be appointed on such terms and conditions, including remuneration and other benefits as the Board may determine from time to time; provided that the remuneration of the Directors shall be as set forth in the Annual Budget, and any increases in the remuneration of the Directors shall be approved by the Board in accordance with this Agreement.

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(c) The Parties agree that Creador II Nominee Director and Class B Nominee Directors shall

not be required to hold any qualification Shares.

5.5 Alternate Director.

(a) Creador II and Class B Shareholder shall be entitled to seek the appointment, removal or substitution of any Person in place of the Creador II Nominee Director and Class B Nominee Director(s) respectively, from time to time, to act as an alternate Director to the Creador II Nominee Director or Class B Nominee Director (“Creador II Alternate

Director” or “ Class B Alternate Director(s)”), as the case may be. The appointment of Creador II Alternate Director or Class B Alternate Director(s) shall be made in accordance with the Applicable Law. The Board shall ensure that the person nominated by Creador II or Class B Shareholder is appointed as the Creador II Alternate Director or Class B Alternate Director(s) immediately upon Notification by the Creador II or Class B Shareholder, as the case may be. The Company shall within 5 (five) Business Days of Notification in this regard complete all corporate and regulatory formalities regarding the appointment, removal or substitution of the Creador II Alternate Director or Class B Alternate Director(s).

(b) The Creador II Alternate Director or Class B Alternate Director(s) shall be considered for the constitution of quorum and shall be entitled to attend and vote at such meetings, as applicable in place of the Creador II Nominee Director or Class B Nominee Director, as the case may be and generally perform all functions of the Creador II Nominee Director or Class B Nominee Director in his absence. Upon the appointment of the Creador II Alternate Director or Class B Alternate Director(s), all Notices and other materials that are circulated to the Creador II Nominee Director or Class B Nominee Director, as the case may be shall also be circulated to the Creador II Alternate Director or Class B Alternate Director(s).

(c) Creador II Alternate Director and Class B Alternate Director shall be entitled to exercise all the powers of the appointor in their place (except the power to appoint an alternate Director) and to sign annual statutory accounts and any Directors’ resolutions in writing in place of the appointor. The same Person may be appointed as the alternate Director of more than one Director and such alternate Director shall be entitled at Directors’ Meeting to have one vote for every Director whom he represents (in addition to his own vote if he is also a Director). An alternate Director shall be counted for the purpose of reckoning whether a valid quorum is present at any Meeting attended by him at which he is entitled to vote. An alternate Director shall not require any share qualification, and shall ipso facto vacate office if the appointor vacates office as a Director or if the appointor removes the appointee from office. Any appointment or removal under this Clause shall be effected by notice in writing under the hand of the Director making the same.

5.6 Chairperson. The chairman of the Board shall be appointed by the Board and shall not have a second or casting vote. Where no Chairperson is elected, or where at a meeting of the Board the Chairperson is not present within 15 (fifteen) minutes after the time scheduled for the commencement of the meeting, the Directors present may choose one of their members present in the meeting to be Chairperson of the meeting.

5.7 Notwithstanding anything to the contrary stated herein, so long as Creador II holds any share in the Share Capital of the Company, Creador II shall also have a right to appoint (at the cost of Creador II) an observer on the Board (“Creador II Observer”). The Creador II Observer shall not be entitled to vote on any matters presented to the Board.

5.8 Board Meetings.

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(a) At least 7 (seven) days’ prior written notice shall be given to each Director, Creador II

Observer and the New Investor Observers, of any Board meeting, in the manner prescribed under Applicable Laws. A Board meeting may be held at shorter notice with the prior written consent of the Creador II Director and 1 (one) Class B Director.

(b) Each Notice of a Board meeting of the Company shall contain, inter alia, an agenda

specifying in reasonable detail, the matters to be discussed and shall be accompanied by all necessary written information and documents. Subject to Clause 5.12 (Creador II Reserved Matters), with the consent of the Creador II Nominee Director and at least 1 (one) Class B Nominee Director, the Board may consider any matter not circulated in the agenda. The Directors may participate in meetings of the Board through video-conference or telephonic conference in accordance with Applicable Law. The quorum and other requirements applicable to board meetings shall also apply to such meetings undertaken by audio–video participation.

(c) All meetings of the Board of Directors shall be held, chaired and recorded in Mauritius.

5.9 Quorum. The quorum for all meetings of the Board shall require the presence of at least 3

(three) Directors of which at least 2 (two) Directors shall be residents of Mauritius, always including the Creador II Nominee Director and 1 (one) Class B Nominee Director, at the beginning of, and throughout, the meeting unless otherwise agreed or waived by the Parties in writing. If the quorum is not present within half an hour of the scheduled time of the meeting, the meeting shall stand adjourned to the 7th (seventh) day from such date at the same location and time. If such day is not a Business Day, the meeting shall be held on the next Business Day. Any 2 (two) Directors present at such adjourned meeting shall constitute the quorum for such meeting, provided that at least two directors from Mauritius shall be present at such adjourned meeting and the provisions of Clause 5.12 (Creador II Reserved Matters) shall be complied with, if a Creador II Reserved Matter is taken up for discussion at such adjourned meeting.

5.10 Decisions. The Board of Directors shall be responsible for taking any key management and commercial decisions relevant for the Company. Each of the Directors of the Company shall have 1 (one) vote. Subject to Clause 5.12 (Creador II Reserved Matters), a decision shall be said to have been made and/or a resolution passed at a Board meeting only if it is at a validly constituted meeting or passed through circulation and such decision and/or the resolution is approved by a majority of the Directors present (physically or through any other means permissible by Applicable Law) and voting at such Board meeting. The Secretary shall cause minutes of the meetings to be recorded and maintained for all meetings of the Board or of committee thereof as per the Applicable Law. The said minutes of the meetings shall be signed by the Chairperson of the concerned meeting.

5.11 Circular Resolutions. Subject to the Applicable Law and Clause 5.12 (Creador II Reserved Matters) of this Agreement, the Board may pass resolutions by circulation in accordance with this Clause if a majority of the Directors approve such resolution in writing. Subject to Applicable Law, no resolution shall be deemed to have been duly passed by the Board or a committee thereof by circulation, unless the resolution has been circulated in draft, together with the information and documents, not being less than the information and documents required under Applicable Law to make a fully-informed decision with respect to such resolution, if any, to all the Directors, or to all members of the relevant committee, as the case may be, in accordance with this Agreement. A Creador II Reserved Matters shall not be voted upon by circulation unless Creador II’s Consent has been obtained. Notice relating to circular resolutions shall be circulated to all Directors. Notice relating to circular resolutions shall be circulated to all Directors, the Creador Observer and the New Investor Observers.

5.12 Reserved Matters:

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Notwithstanding anything contained in this Agreement, the Company and the Samara Investment Manager agree that no decision or action shall be taken by the Company in relation to any Creador II Reserved Matter, whether or not such action or decision has been approved at a Meeting or by the Board, unless such decision or action is first approved by Creador II. Such approval or consent shall have to be received by the Company in writing. In the event any decision and/or resolution is effected without complying with the provisions of this Clause, (a) such decision or resolution shall not be valid or binding on any Person including the Company; and (b) the Company shall not take any action pursuant to such decision or resolution unless Creador II’s consent is obtained. The Company shall provide all further necessary and relevant information and materials, if any, as may be requested by Creador II, to enable Creador II to make an informed decision relating to Creador II Reserved Matters.

5.13 Indemnity and Directors and Officers Liability Insurance

(a) D&O Insurance: The Company shall, at all times, obtain, as determined by the Board with Creador II’s written consent, and maintain and have a valid D&O Insurance for its Directors and officers.

(b) Every Director or other officer of the Company shall be entitled to be indemnified against

all losses or liabilities which he may sustain or incur in or about the execution of the duties of his office or otherwise in relation thereto, and no Director or other officer shall be liable for any loss, damage or misfortune which may happen to, or be incurred by the Company in the execution of his office, or in relation thereto; provided however, that no Directors and officers of the Company will be indemnified for their fraud, gross negligence or wilful misconduct. The Parties agree that any amount payable by the Company towards the indemnification of the Directors (including alternate Directors) or any officer, as set forth in this Clause, shall be first realised through the proceeds received under the Directors and Officers Liability Insurance (“D&O Insurance”). In the event the proceeds received under the D&O Insurance are not received, insufficient or delayed, the Company shall indemnify the said Directors and officers, to that extent.

5.14 Observer Right: Holders of each of Class A6 Shares and Class A7 Shares shall have the right to nominate an observer on the board of the Company (collectively, the “New Investor

Observers”). Each such New Investor Observer shall have the right to receive all notices, documents and information provided to the Board members and be entitled to attend and speak at all meetings of the Board. The New Investor Observers shall not, however, be considered for quorum, and the observers shall not be entitled to vote on any resolution proposed to be passed by the Board.

6 TRANSFER OF SHARES

6.1 Subject to the Applicable Law, Yum Documents, the terms of this Clause 6, Clause 10 and terms of the Subscription Agreement, as may be applicable, the Transfer of Shares shall be by execution of an instrument of Transfer in any usual or common form prescribed by Mauritian laws or in such other forms as may be prescribed by the Directors. Any Transfer of Shares by a Shareholder shall be subject to such Transferee executing a Deed of Adherence and agreeing to be bound by the rights and obligations of the Transferring Shareholder, as set out under this Agreement.

6.2 Every form of Transfer shall state the full name and address of the transferor and the transferee.

6.3 Unless otherwise set forth herein, the instrument of Transfer of a Share shall be signed by and on behalf of the transferor and transferee. The transferor shall be deemed to remain the holder

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of the Share until the name of the transferee is entered in the Register of Shareholders in respect thereof.

6.4 Directors’ right to refuse registration of transfers. Subject to compliance with Sections 87 to 89 of the Act, the Board may refuse or delay the registration of any transfer of any Share to any Person whether an Existing Shareholder or not, where –

(a) so required by Applicable Law;

(b) registration would impose on the transferee a liability to the Company and the transferee has not signed the Deed of Adherence;

(c) a holder of any such Share has failed to pay on the due date any amount payable thereon either in terms of the issue thereof or in accordance with this Agreement (including any call made thereon);

(d) the transferee is a minor or a Person of unsound mind; and/or

(e) the provisions on transfer of Shares contained in Clause 6 have not been complied with.

6.5 Transfer Restriction & Lock-in:

(a) It is hereby agreed by the Parties that, subject to Clauses 6 and 10 at any time after the Effective Date:

(i) Creador II may Transfer the Shares held by it in the Company and, subject to compliance with requirements under applicable laws, also require the Company to sell its Proportionate Stake and remit the whole of the consideration so received to Creador II through buyback of its Shares or dividend (in the manner contemplated in Clause 12) or repayment of capital contribution or any other mode of repatriation as may be permitted under the Applicable Law, in each case as determined by the Board in consultation with Creador; and

(ii) if the Existing Shareholders and/or the New Investors intend that their Proportionate Stake in the Target Company be Transferred, express such intention to the Company and the Company, and the Company may, at its discretion, subject to compliance with requirements under applicable laws, sell the Proportionate Stake of the Existing Shareholders and/or the New Investors and remit the whole of the consideration so received to the Existing Shareholders and /or the New Investors through buyback of their Shares or dividend (in the manner contemplated in Clause 12) or repayment of capital contribution or any other mode of repatriation as may be permitted under the Applicable Law, in each case as determined by the by the Board in consultation with the relevant Shareholder.

Unless otherwise agreed by the Parties, in the event, as a result of sale of any Shareholder’s Proportionate Stake, the Company incurs or is required to incur any Tax liabilities (whether on the Transfer or subsequent distribution of funds to the Shareholder) in accordance with Applicable Laws, the relevant Shareholder whose Proportionate Stake has been sold shall be obligated to either incur such Tax liability on behalf of the Company or reimburse the Company with the amount of Tax liability so incurred. In case where the Company intends to set-off the amount paid by it toward any such Tax liability from any payments required to be made by it to a Shareholder including payments required to be made pursuant to Clause 12, it shall provide an

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opinion of a Big 4 Firm certifying the details of the Tax liability incurred by the Company on the sale of the Shareholder’s Proportionate Stake in the Target Company. The allocation of any Taxes to a Shareholder shall be in the form and manner as agreed amongst the Parties in this Agreement or elsewhere.

(b) The Parties agree that to comply with and give effect to the provisions of the Sapphire India Shareholders’ Agreement requiring that the Company shall not be entitled to Transfer any (a) SFL SEBI Lock-in Securities during the SFL SEBI Lock-in Period (each term as defined in the Sapphire India Shareholders Agreement); and (b) SFL Yum Lock-in Securities during the SFL Yum Lock-in Period (each term as defined in the Sapphire India Shareholders Agreement), the following Shares held by the Shareholders and the following shares held by the Company in the Target Company shall be locked in:

(i) Creador II Lock-in

(A) On and from the Effective Date and till the Target Company IPO Due Date, Creador II shall not be entitled to (I) require the Transfer of the Creador II Yum Lock-in Shares; or (II) Transfer the Creador II Company Lock-in Shares;

(B) On and from the Target Company IPO Effective Date and till the expiry of the SEBI Lock-in Period, Creador II shall not be entitled to require the Transfer of any Creador II SEBI Lock-in Shares. Provided this sub-clause (B) shall not be applicable if the Target Company IPO is not completed by the Target Company IPO Due Date;

(C) On and from the Target Company IPO Effective Date and till the expiry of the Yum Lock-in Period, Creador II shall not be entitled to require the Transfer of any Creador II Yum Lock-in Shares. Provided this sub-clause (C) shall not be applicable if the Target Company IPO is not completed by the Target Company IPO Due Date;

(D) Subject to the provisions of this Agreement (including the lock-in requirements above), the Proportionate Stake of Creador II shall be freely transferable, and the Company shall extend all reasonable cooperation to ensure that such transfer by Creador II is given effect to; and

(E) Subject to the provisions of this Agreement, the Shares held by Creador II in the Company shall be freely transferable at all times, and the Company shall extend all reasonable cooperation to ensure that such transfer by the Creador II is given effect to, including facilitation of due diligence by a third party buyer.

(ii) New Investors’ Lock-in

(A) On and from the Closing Date and till the Target Company IPO Due Date, New Investors shall not be entitled to require the Transfer of the of New Investors’ Yum Lock-in Shares;

(B) On and from the Target Company IPO Effective Date and till the expiry of the SEBI Lock-in Period, New Investors shall not be entitled to require the Transfer of any New Investors’ SEBI Lock-in Shares. Provided this sub-clause (B) shall not be applicable if the Target Company IPO is not completed by the Target Company IPO Due Date;

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(C) On and from the Target Company IPO Effective Date and till the expiry of the Yum Lock-in Period, New Investors shall not be entitled to require the Transfer of any New Investors Yum Lock-in Shares. Provided this sub-clause (C) shall not be applicable if the Target Company IPO is not completed by the Target Company IPO Due Date.

(D) The Company and the Samara Investment Manager shall ensure that, other than the lock-in obligations imposed on the New Investors’ Yum Lock-in Shares, no lock-in obligations shall be imposed on the Shares of the New Investor or the New Investors’ Proportionate Stake for a period exceeding 5 (five) years from the Closing Date. Provided that, in the event an IPO is not undertaken by the Target Company IPO Due Date, the Company and the Samara Investment Manager agree to not undertake any actions that would result in lock-in obligations being imposed (whether regulatory or otherwise) of, all or part of the Shares of the New Investor or the New Investors’ Proportionate Stake; and

(E) Subject to the provisions of this Agreement, the Shares held by the New Investors in the Company shall be freely transferable at all times, and the Company and Samara Investment Manager shall extend all reasonable cooperation to ensure that such transfer by the New Investors is given effect to, including facilitation of due diligence by a third party buyer.

(iii) Class C Shareholders’ Lock-in

(A) On and from the Closing Date and till the Target Company IPO Due Date, Class C Shareholder shall not be entitled to require the Transfer of the of Class C Company Lock-in Shares Lock-in Shares; and

(B) On and from the Target Company IPO Effective Date and till the expiry of the SEBI Lock-in Period, the Class C Shareholders shall not be entitled to require the Transfer of any Class C SEBI Lock-in Shares; and

(C) On and from the Target Company IPO Effective Date and till the expiry of the Yum Lock-in Period, Class C Shareholder shall not be entitled to require the Transfer of any Class C Shareholders Yum Lock-in Shares.

(iv) Class B Shareholder Lock-in

The Class B Shareholder shall not be entitled to sell the Class B Shares held by it in the Company to any third party. Provided that, nothing contained herein shall restrict the Class B Shareholder from Transferring the Class B Shares to an Affiliate; provided that, except as required under Applicable Law, the Class B Shareholder would continue to be bound by its rights and obligations hereunder notwithstanding the transfer of Class B Shares to an Affiliate. Such Affiliate shall execute a Deed of Adherence.

(v) Restriction on QMT and Samara Investor Manager shares in Target Company

(A) The Parties acknowledge that, in the event the Target Company completes the Target Company IPO by the Target Company IPO Due Date, the Class C Yum Lock-in Shares shall not be Transferred by the Class C Shareholder unless the New Investors have sold their entire Proportionate Stake in the Target Company either prior to or simultaneously with the sale of Class C Yum Lock-in Shares. In the

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event the Target Company does not complete the Target Company IPO by the Target Company IPO Due Date, the Class C Shareholder shall ensure that it continues to hold 7,22,034 shares in the Target Company constituting 1.13% of the share capital of the Target Company (as on the Closing Date) till the New Investors have sold their entire Proportionate Stake in the Target Company.

(B) Further, the Company confirms that it has been provided with an undertaking from QMT (“QMT Undertaking”), under which QMT has undertaken that (I) if the Target Company does not complete the Target Company IPO by the Target Company IPO Due Date and: (a) a drag along right under clause 6.3 of the Sapphire India Shareholders Agreement has not been exercised by the shareholders of the Target Company on the shares held by QMT, QMT shall ensure that it continues to hold 2,475,827 shares in the Target Company constituting 3.88% of the share capital of the Target Company, till the New Investors have sold their entire Proportionate Stake in the Target Company; and (b) a drag along right under clause 6.3 of the Sapphire India Shareholders Agreement has been exercised by the shareholders of the Target Company on the shares held by QMT, QMT shall ensure that it continues to hold 1,491,778 shares in the Target Company till the New Investors have sold their entire Proportionate Stake in the Target Company; and (II) if the Target Company completes the Target Company IPO by the Target Company IPO Due Date, QMT shall ensure that it continues to hold 11,37,272 shares in the Target Company till the New Investors have sold their entire Proportionate Stake in the Target Company. The Company hereby undertakes to the New Investors that it shall not waive or in any manner agree to a dilution or termination of the obligations of QMT under the aforesaid undertaking without first obtaining the consent of the New Investors.

6.6 Right of First Offer

(a) Without prejudice to the provisions of Clause 6.5, if any Selling Shareholder proposes to Transfer all or part of its ROFO Shares ("Transfer Shares”), then, the Selling Shareholder shall first give a written notice (“ROFO Offer Notice”) of such proposed Transfer to the Offerees. Each Offeree (including an Affiliate of such Offeree) shall have the right but not an obligation to purchase all (and not less than all) the Transfer Shares (“ROFO Right”)

(b) Within 15 (fifteen) days (“ROFO Response Period”) of receipt of such notice, each of the Offerees shall be entitled to (directly and/or through an Affiliate) (“ROFO

Exercising Offeree”) respond to the ROFO Offer Notice by way of notice (“Response”), offering to purchase all (and not less than all) the Transfer Shares, and shall set out the price per Transfer Share offered by them (“ROFO Price”), the payment mechanism and all other terms at which the Offeree is willing to purchase the Transfer Shares.. Two or more Offerees may jointly deliver a ROFO Notice, and in such joint offer, they may agree on any inter-se proportion or manner in which the ROFO Shares shall be acquired by them, provided that, the offer given under a joint notice shall be valid only if the price offered by all ROFO Exercising Offeree in such joint notice is the same.

(c) Within 45 (forty-five) days from expiry of the ROFO Response Period, the Selling Shareholder shall communicate in writing to (i) the ROFO Exercising Offeree(s) whose Response has been accepted by the Selling Shareholder (“Identified Shareholder”), its decision to Transfer the Transfer Shares held by it at the ROFO Price (“ROFO

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Acceptance Notice”), and (ii) to the other Offerees, the rejection of their respective Responses. In the event the Selling Shareholder accepts an offer pursuant to a Response, the Transfer shall be completed within 45 (forty five) days from the date of the expiry of the ROFO Response Period unless otherwise agreed by the Selling Shareholder and the Identified Shareholder.

(d) Without prejudice to the above, if more than one Offeree has exercised its ROFO Right (under separate Responses):

(i) the Selling Shareholder may issue the ROFO Acceptance Notice to only 1 (one) ROFO Exercising Offeree, in which case the Selling Shareholder may Transfer the ROFO Shares to such Identified Shareholder, so long as the ROFO Price offered by such Identified Shareholder is not less favourable than the ROFO Price offered by any other ROFO Exercising Offeree whose proposal has not been accepted by the Selling Shareholder;

(ii) the Selling Shareholder may issue the ROFO Acceptance Notice to more than 1 (one) ROFO Exercising Offerree, in which case the Selling Shareholder shall Transfer the Transfer Shares to the said Identified Shareholder to whom it has issued the ROFO Acceptance Notice(s), on the basis of their proportionate shareholding (on a Fully Diluted Basis) in the Company (unless agreed to otherwise by the Selling Shareholder and such ROFO Exercising Offerees), so long as the ROFO Price offered by such Identified Shareholders are not less favourable than the ROFO Terms offered by any other ROFO Exercising Offeree whose proposal has not been accepted by the Selling Shareholder.

(e) If any of the ROFO Shares have not been purchased by the Offerees in accordance with Clauses 6.6 (a) through (d), or if the Transferor does not accept any of the ROFO Prices, then, after the expiry of the period mentioned in Clause 6.6(c) above, the Transferor shall be entitled to Transfer all (and not less than all) of the Transfer Shares, provided that any such Transfer shall only be undertaken above the highest of the ROFO Prices (but in no event below the highest of the ROFO Prices) and on such terms and conditions which are no less favourable than those offered in the Responses (if Responses are provided) or at such terms and conditions as it deems fit in its sole discretion (if no Responses are provided). In the event that such Transfer is not consummated within a period of 180 (one hundred eighty) days after the expiry of the notice period mentioned in Clause 6.6(c), the Selling Shareholder shall not be permitted to sell the ROFO Shares without again complying with each of the requirements of this Clause 6.6. Any acquirer of the ROFO Shares pursuant to this Clause 6.6 (including any Offeree or any third party acquirer acquiring such ROFO Shares) shall execute a Deed of Adherence and be bound by the lock-in obligations applicable on such ROFO Shares and the lock-in obligations on the corresponding Yum Lock-in Shares, as set out in Clause 6.5 and shall be deemed to be a Locked-in Shareholder in relation to the ROFO Shares so acquired.

(f) Notwithstanding anything contained in this Agreement, each Shareholder hereby undertakes and covenants that, during the subsistence of this Agreement, it shall comply with its obligations under any agreement executed by such Shareholder (if any), the Company and/or the Target Company with Yum (including the Yum Documents).

7 PURCHASE OR OTHER ACQUISITION OF OWN SHARES

7.1 Authority to acquire own Shares

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For the purposes of Section 69 of the Act, but subject to the provisions of this Agreement, the Company shall be expressly authorised to purchase or otherwise acquire Shares issued by it.

7.2 Authority to hold own Shares

Subject to any restrictions or conditions imposed by the Applicable Law, the Company shall be expressly authorised to hold as Treasury Shares acquired by it pursuant to Section 68 or 110 of the Act and the Directors may subsequently either transfer the Shares so held or cancel the Shares. Shares thus cancelled may be reissued by the Board.

8 PRE-EMPTIVE RIGHTS MECHANICS

8.1 New Issuance by the Company. Each Shareholder shall have the right (but not the obligation) to participate on any offering of Shares by the Company and the terms of Clause 8.2 below shall apply mutatis mutandis to any such offering by the Company.

8.2 New Issuances by the Target Company (a) In the event a Further Issue Notice (as defined in the Sapphire India Shareholders

Agreement) is issued to the Company by the Target Company in relation to any offering of shares by the Target Company on or before the Target Company IPO Effective Date or if the Target Company undertakes a rights issue of its securities at any time, (each, “New Offering”) , the Company shall promptly (and in no event later than 2 (two) Business Days after receipt) deliver a written notice (a “Pre-emptive Rights

Notice”) to the Shareholder of each Class of Shares (other than Class B Shareholder) (“Pre-emptive Right Holder”) of the same. The Pre-emptive Rights Notice shall specify (i) the number and type of shares in the Target Company that the Company has the right to acquire, (ii) the price per share of such shares (if applicable), (iii) the closing date of such New Offering; (iv) the number of shares that such Pre-emptive Right Holder would be entitled to subscribe in the Company or in the Target Company, as mentioned in sub-clause (c) below; and (v) any other material terms of such New Offering.

(b) Each Pre-emptive Right Holder shall have the right to participate in the New Offering (X) by it or its Affiliates acquiring shares in the Target Company; or (Y) by subscribing to shares in the Company which shall then subscribe to the capital of the Target Company; or (Z) any combination of both, as provide in Clause 8.2(c).

(c) Within 20 (twenty) days following receipt of a Pre-emptive Rights Notice, each Pre-emptive Right Holder shall deliver to the Company a written notice (an “Exercise

Notice”) indicating (i) whether it will exercise its right to participate in the New Offering; (ii) the manner in which it will participate in the New Offering (pursuant to sub-clause (b) above); and (iii) the maximum number of shares (“Maximum

Participating Shares”) it would subscribe in the Company, the Target Company or a combination of both, which shall not, in either case, be more than such number of shares in the New Offering which exceeds the Pre-emptive Right Holder’s pro-rata share in the New Offering determined based on its Proportionate Stake (the “Pre-emptive

Entitlement”). If any Pre-emptive Right Holder fails to deliver an Exercise Notice to the Company within such period (or such longer period as may be determined in writing by the Board, in its sole discretion), such Pre-emptive Right Holder shall be deemed to have elected not to participate in the New Offering. For the avoidance of doubt, the failure of a Pre-emptive Right Holder to participate in any New Offering shall not affect such Pre-emptive Right Holder’s right to participate in any subsequent New Offering. In the event the Company incurs any Tax liability as a result of a Shareholder opting to subscribe to shares of the Target Company pursuant to issue of the Exercise Notice, such

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Tax liability shall be to the account of the respective Shareholder opting to subscribe to shares of the Target Company/

(d) As soon as practicable following the end of such 20 (twenty) day period, the Company shall (i) with respect to the Shares that the Pre-emptive Right Holder has agreed to subscribe to in the Company to participate in the New Offering, as set out in the Exercise Notice deliver to each such Pre-emptive Right Holder, a capital call notice setting forth such amount to be invested by such Pre-emptive Right Holder in the Company; and (ii) with respect to the shares in the Target Company that the Pre-emptive Right Holder has agreed to subscribe to participate in the New Offering, as set out in the Exercise Notice, inform the Target Company of the same and the number of shares in the Target Company that the Pre-emptive Right Holder would subscribe to in the New Offering instead of the Company.

(e) If any Pre-emptive Right Holder (a “Non-Participating New Offering Shareholder”) (i) elects or is deemed to have elected not to participate in a New Offering or (ii) elects to participate but specifies the Maximum Participating Shares that are less than the Pre-emptive Entitlement of such Pre-emptive Right Holder, then in either such event the Board shall offer all of such unsubscribed shares in the New Offering (the “Unsubscribed Shares”) to the other Pre-emptive Right Holders, that elected to fully participate in such New Offering (each, a “Participating Shareholder”) (the “Offer

Notice”). Each Participating Shareholder shall have the right (but not the obligation) to acquire all or a portion of such Participating Shareholder’s pro rata share of the Unsubscribed Shares at the offered price by notifying the Board of such election at least 2 (two) Business Days after receiving the Offer Notice. If only one of the Pre-emptive Right Holders is a Participating Shareholder, then such Participating Shareholder shall have the option to acquire all or any portion of the Unsubscribed Shares. If no Pre-emptive Right Holderelects to acquire all or any portion of the Unsubscribed Shares, the Board may offer all or any portion of the Unsubscribed Shares that is available to third parties on such terms that are no less favourable to such third parties than as were set forth in the Offer Notice.

(f) Where the Participating Shareholders have agreed to subscribe to Shares to in the Company to participate in the New Offering on the day which is 2 (two) Business Days prior to the effective date of such New Offering, such Participating Shareholders shall subscribe to their respective additional Shares of the same Class as they hold prior to the New Offering, as the case may be, and pay-in the relevant amounts of monies to the Company. Where the Participating Shareholders have agreed to subscribe to shares in the Target Company to participate in the New Offering, on effective date of such New Offering, such Participating Shareholders shall, simultaneously with the Company, subscribe to the relevant number of shares in the Target Company and pay-in the relevant amounts of monies to the Target Company. The Company shall provide necessary details to such Participating Shareholders, such as bank account details of the Target Company, to enable the Participating Shareholders to make payments to the Target Company.

(g) It is hereby clarified that when an authorised representative appointed by the Target `Company approaches the Company with a request to make an offer to subscribe to further capital being raised by the Target Company in accordance with clause 4.1.1 of the Sapphire India Shareholders’ Agreement, the Company shall mandatorily issue a notice to its Shareholders forthwith.

9 INFORMATION AND INSPECTION RIGHTS

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9.1 Reports and Information. Creador II and New Investors shall be entitled to receive, from the Company, in a format agreed amongst Creador II, the Company and New Investors, the following information and documents in the timelines mentioned below:

(a) audited year-end financial statements within 75 (seventy five) days of the end of the

financial year;

(b) unaudited quarterly financial statements within 45 (forty five) days of the quarter end;

(c) annual tax information necessary for Ceador II / New Investors’ tax returns, within 90 days from the end of the fiscal year;

(d) workings of Creador II and New Investor shareholding valuation basis market comparables, within 30 days from the end of each quarter;

(e) monthly management information systems in relation to the Company, within 30 days from the end of each month;

(f) quarterly updates of proceedings of the Board within such quarter, within 45 days from the end of the quarter;

(g) subject to compliance with applicable Laws, including rules and regulations framed by the Securities and Exchange Board of India, any information related to the Target Company (including, without limitation, all packages of the board of directors of the Target Company and reports and all other reports, materials and reporting deliverables (including, without limitation, those materials specified in clauses 7 or 9.4 of the Sapphire India Shareholders’ Agreement) received by the Company and/or the Class B Shareholders from the board of directors of the Target Company) shall be promptly made available to the holders of each Class of Shares: (a) on receipt; or (b) upon procurement pursuant to a request by the holder of the relevant Class of Shares; and

(h) in the event of a Key Person Change, within 7 (seven) days of the event leading to the Key Person Change along with material details of the same

(i) all other information including those relating to the Business, financial position, capital expenditure budgets and management reporting information, as may be reasonably requested by Creador II and the New Investors from time to time.

9.2 Inspection Rights. In addition to the information and material to be provided in accordance with Clause 9.1, the Company shall permit access to Creador II and New Investors or their respective authorised representatives, during normal business hours to visit and inspect the offices and premises of the Company in accordance with the provisions of the Act. In the event Creador II / New Investors intend to exercise this right under this Clause 9.2, it will be required to issue a prior Notice of at least 2 (two) Business Days to the Company for such inspection. The cost for such inspections shall be borne by Creador II and/or the New Investors, as the case may be.

10 GOVERNANCE, TRANSFER RESTRICTIONS AND OTHER MATTERS IN THE TARGET

COMPANY

10.1 Director Nomination Right in Target Company

(a) As per the clause 9.1(a) of the Sapphire India Shareholders Agreement, immediately before filing of the Target Company DRHP in relation to any initial public offering undertaken the Company, the board of directors of the Target Company shall be reconstituted such that the Company shall have the right to nominate and maintain 4

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(four) directors on the board of directors of the Target Company. The Company and the Samara Investment Manager agree and acknowledge that Creador II shall have the right to nominate 1 (one) director out of such 4 (four) directors which may be nominated on the board of the Target Company.

(b) The Company shall, before nominating directors on the board of the Target Company pursuant to clause 9.1(a) of the Sapphire India Shareholders Agreement, intimate Creador II of the same. Within 2 (two) days from receipt of an intimation from the Company, Creador II shall inform the Company of such details of the nominee which it intends to nominate on the board of directors of the Target Company, as is requested by the Company.

(c) Creador II agrees that, if pursuant to clause 9.1(d) of the of the Sapphire India Shareholders Agreement the board of directors of the Target Company is required to be reconstituted such that the composition of the Board is in the manner provided in clause 2.2 of the Sapphire India Shareholders Agreement, the nomination of Creador II’s nominee on the board of directors of the Target Company shall be revoked and Creador II shall take any and all actions to ensure that such revocation is given effect to.

10.2 Pre-IPO Tag Along rights in the Target Company

(a) If and when the Company becomes entitled to exercise its tag along rights under clause 5.5 of the Sapphire India Shareholders’ Agreement but subject to Clause 6.5(b) (v) of this Agreement, the Company shall, at the discretion of its Board, determine if it should exercise such tag along rights. Provided however, prior to such determination by the Board of the Company, the Company shall (within than 2 (two) Business Days after receipt of the Tag Along Offer Notice (as is defined in the Sapphire India Shareholders’ Agreement) deliver the Tag Along Offer Notice and a written notice (a “Target

Company Tag Along Rights Notice”) to each Shareholder (each a “Tag Proceeds Right

Holder”), specifying the number of shares of the Target Company that can be transferred by the Company based on such Shareholders’ Proportionate Stake (“Tag

Along Proportionate Stake”).

(b) Within 15 (fifteen) Business Days following receipt of a Target Company Tag Along Rights Notice, the Tag Proceeds Right Holders shall deliver to the Company a written notice (an “Tag Response Notice”) indicating whether they intend to sell all or any part of its Tag Along Proportionate Stake (“Proportionate Tag Along Shares”). Provided that, on receipt of the Tag Response Notice from the Existing Shareholders and New Investors, the Company shall be entitled to determine whether the Tag Proportionate Stake of the Existing Shareholders and the New Investors shall be transferred.

(c) Subject to sub-clause (b) above, if a Tag Proceeds Right Holder issues the Tag Response Notice, agreeing to sell its Proportionate Tag Along Shares, (and where the Company determines that Shares of the Existing Shareholders and/or New Investors shall be transferred (each such Tag Proceeds Right Holder referred to, along with the Tag Proceeds Right Holders, as the “Participating Shareholders”)), the Company shall exercise its tag along rights under the Sapphire India Shareholders’ Agreement, and the proceeds received by the Company from such exercise of its tag along rights shall be remitted to the Participating Shareholders whose Proportionate Stake has been Transferred through buyback of their Shares or dividend (in the manner contemplated in Clause 12) or repayment of capital contribution or any other mode of repatriation as may be permitted under the Applicable Law, in each case as determined by the Board in consultation with the Participating Shareholder. Provided that, in the event any Tag

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Proceeds Right Holder agrees to sell its Proportionate Tag Along Shares, and any other Tag Proceeds Right Holders determine to sell less than such other Tag Proceeds Right Holders’ Tag Along Proportionate Stake, then the Tag Proceeds Right Holder agreeing to sell its Proportionate Tag Along Shares (or the Company where the Existing Shareholders and/or New Investors are concerned) shall be entitled to use such difference and offer additional shares held by the Tag Proceeds Right Holder in the exercise of the tag along rights of the Company under the Sapphire India Shareholders’ Agreement.

(d) If a Tag Proceeds Right Holder does not issue Investors Tag Response Notice within 15 (fifteen) Business Days following receipt of a Target Company Tag Along Rights Notice, it shall be deemed that such Tag Proceeds Right Holder has not expressed intention to participate in the proceeds from sale of the Company’s shares in the Target Company pursuant to the tag along right under the Sapphire India Shareholders’ Agreement.

10.3 Non-IPO Drag Along Right in the Target Company

Exercise of Non-IPO Drag Along Right by the Company

(a) The Company shall, at the discretion of its Board or at the recommendation of Creador and the New Investors, determine if it should exercise its drag along right under clause 6.3 of the Sapphire India Shareholders Agreement as an Individual Dragging Shareholder (as defined in the Sapphire India Shareholders Agreement) or under Clause 11.2.1 as part of the Seller Shareholders (as defined in the Sapphire India Shareholders Agreement). Provided that drag along right under clause 6.3 of the Sapphire India Shareholders Agreement shall not be exercised by the Company so as to breach the requirements under the QMT Undertaking.

(b) The Company shall within 3 (Business Days) of the Board expressing intent of exercising the drag along rights under clause 6.3 of the Sapphire India Shareholders Agreement or under Clause 11.2.1 of the Sapphire India Shareholders Agreement, intimate the Shareholders of the same (“Non-IPO Drag Exercise Notice”). Within 5 (five) days of receiving the Non-IPO Drag Exercise Notice, Creador shall communicate to the Company whether or not its Proportionate Stake should be counted towards determining the total shares held by the Company in the Target Company that are being offered as an Individual Dragging Shareholders (as defined in the Sapphire India Shareholders Agreement) to a third party (“Non-IPO Drag Response Notice”). The Existing Shareholders and the New Investors shall within 5 (five) days of receiving the Non-IPO Drag Exercise Notice, recommend to the Company that that Proportionate Stake be offered and the Company shall, on receiving such intimation, determine whether or not the Proportionate Stake of the Existing Shareholders and the New Investors shall be offered; however, if the Proportionate Stake of the New Investors is offered by the Company, the same shall be for all (and not less than all) of the Proportionate Stake of the New Investors.

(c) If Creador agrees to sell the Proportionate Stake, then the Company shall (along with the Proportionate Stake in the Target Company of the Existing Shareholders and New Investors, if their Proportionate Stake is being Transferred (collectively, the “Non-IPO

Drag Participating Shareholders”) exercise the drag along right as an Individual Dragging Shareholder under clause 6.4 of the Sapphire India Shareholders’ Agreement or under Clause 11.2.1 as part of the Seller Shareholders. The proceeds received by the Company shall be remitted to the Shareholders whose Proportionate Stake has been Transferred on exercise of the drag right through buyback of their Shares or dividend (in the manner contemplated in Clause 12) or repayment of capital contribution or any

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other mode of repatriation as may be permitted under the Applicable Law, in each case as determined by the, in each case as determined by the Board in consultation with the concerned Shareholder.

(d) The Company agrees that, in the event any drag along right is exercised on the New Investors’ Yum Lock-in Shares under this Clause 10.3, to make best efforts to ensure that the New Investors do not incur any short term capital gains tax on the sale of their Shares, provided that if such drag along right determination is within control of the Company, it shall ensure that New Investors do not incur any short term capital gains tax on such drag. Provided that Creador II shall not be adversely affected as a result of this Clause 10.3(d).

Exercise of Non-IPO Drag Along Right on shares held by the Company in the Target Company

(e) In the event a drag along right under clause 6.3 of the Sapphire India Shareholders Agreement is exercised on the shares held by the Company in the Target Company in accordance with the terms of the Sapphire India Shareholders Agreement and pursuant to such exercise:

(i) The valuation thresholds prescribed for Transfer of the Proportionate Stake of Creador II and the New Investors are not met, only the Proportionate Stake of the Existing Shareholders shall be Transferred by the Company pursuant to receipt of the Drag Notice (as defined under the Sapphire India Shareholders’ Agreement) and the proceeds received by the Company from such Transfer shall be remitted to the Existing Shareholders through buyback of their Shares or dividend (in the manner contemplated in Clause 12) or repayment of capital contribution or any other mode of repatriation as may be permitted under the Applicable Law, in each case as determined by the Board in consultation with the concerned Existing Shareholder.

(ii) The valuation thresholds prescribed for Transfer of the Proportionate Stake of the New Investors is met, but that of Creador II is not met, then in addition to the Proportionate Stake of the Existing Shareholders (as set out in (i) above) the Proportionate Stake of the New Investors shall also be Transferred by the Company pursuant to receipt of the Drag Notice (as defined under the Sapphire India Shareholders’ Agreement) and the proceeds received by the Company from such Transfer in respect of the Proportionate Stake of the New Investors shall be remitted to the New Investors through buyback of their Shares or dividend (in the manner contemplated in Clause 12) or repayment of capital contribution or any other mode of repatriation as may be permitted under the Applicable Law, in each case as determined by the Board in consultation with the relevant New Investor.

(iii) The valuation thresholds prescribed for Transfer of the Proportionate Stake of Creador II is met, then in addition to the Proportionate Stake of the Existing Shareholders and New Investors (as set out in (i) and (ii) above) the Proportionate Stake of Creador II shall also be Transferred by the Company pursuant to receipt of the Drag Notice (as defined under the Sapphire India Shareholders’ Agreement) and the proceeds received by the Company from such Transfer in respect of the Proportionate Stake of Creador II shall be remitted to the Creador II through buyback of its Shares or dividend (in the manner contemplated in Clause 12) or repayment of capital contribution or any other mode of repatriation as may be permitted under the Applicable Law, in each case as determined by the Board in consultation with Creador II.

10.4 Post-IPO Drag Along Right in the Target Company

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(a) The Company shall, subject to the requirements under Clause 10.4(b) of this Agreement being complied with, determine if it should exercise the drag along right under clause 9.2.(c) of the Sapphire India Shareholders Agreement as a Post IPO Dragging Shareholder. Provided that drag along right under clause 9.2(c) of the Sapphire India Shareholders Agreement shall not be exercised by the Company so as to breach the requirements under the QMT Undertaking.

(b) The drag along right pursuant to Clause 10.4(a) above shall be exercised if a Locked-in Shareholder decides (and where such Locked-in Shareholder is a New Investor, the Company decides on behalf of, but not at the direction of, the New Investor) to require the Transfer of all (and not less than all) its Yum Lock-in Shares, in which case such Locked-in Shareholder (or the Company, as the case may be) shall have the right to require the other Locked-in Shareholders to require the sale of all but not less than all of their Post IPO Dragged Securities. Provided that, such drag right can only be exercised at any time prior to the expiry of 6 (six) years from the Closing Date (i) in case the drag is being exercised on the Creador II Yum Lock-in Shares, the per share price at which such drag occurs is the higher of (X) an IRR of at least 20% on the Creador II Per Share Price, or (Y) 2.5x times the Creador II Per Share Price; and (ii) in case the drag is being exercised on the New Investors’ Yum Lock-in Shares, the per share price at which such drag occurs is the higher of (X) an IRR of at least 20% on the New Investors’ Per Share Price, or (Y) 2.5x times the New Investors’ Per Share Price. For the avoidance of any doubt, it is hereby clarified that the drag right exercised after the expiry of 6 (six) years from the Closing Date shall not be subject to any such valuation threshold.

(c) Within 15 (fifteen) days after the Company is intimated by the Locked-in Shareholder of its intention to exercise a drag right in the manner provided in Clause 10.4(b) above and the Company is satisfied that the criteria under Clause 10.4(b) above are complied with, it shall issue a notice exercising its drag along right under clause 9.2(c) of the Sapphire India Shareholders’ Agreement. Provided that, where the New Investors are concerned, the decision to issue a notice under clause 9.2(c) of the Sapphire India Shareholders’ Agreement shall be at the discretion of the Company.

(d) Any of the proceeds received by the Company from such exercise of its drag along rights under clause 9.4(c) of the Sapphire India Shareholders Agreement shall be remitted to the Locked-in Shareholder through buyback of their Shares or dividend (in the manner contemplated in Clause 12) or repayment of capital contribution or any other mode of repatriation as may be permitted under the Applicable Law, in each case as determined by the Board in consultation with the relevant Locked-in Shareholder. The timing, form or other aspects related to distribution of proceeds by the Company to the Locked-in Shareholder shall be discussed and agreed in good faith with the Locked-in Shareholder.

(e) The Company agrees that, in the event any drag along right is exercised on the New Investors’ Yum Lock-in Shares under this Clause 10.4, to make best efforts to ensure (including through agreeing on alternate structures) that the New Investors do not incur any short term capital gains tax on the sale of their Shares, provided that if such drag along right determination is within control of the Company, it shall ensure that New Investors do not incur any short term capital gains tax on such drag. Provided that Creador II shall not be adversely affected as a result of this Clause 10.4(e).

10.5 Post-IPO Tag Along Right in the Target Company

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(a) If and when the Company becomes entitled to exercise its tag along rights under clause 9.2(c)(iv) of the Sapphire India Shareholders’ Agreement, the Company shall, at the discretion of its Board, determine if it should exercise such tag along rights. Provided however, prior to such determination by the Board of the Company, the Company shall (within than 2 (two) Business Days after receipt of the Post IPO Transfer Notice (as is defined in the Sapphire India Shareholders’ Agreement) deliver the Post IPO Transfer Notice and a written notice (a “Target Company Post IPO Tag Along Rights Notice”) to each Locked-in Shareholder specifying such Locked-in Shareholder’s right to transfer all of its Yum Lock-in Shares.

(b) Within 15 (fifteen) Business Days following receipt of a Target Company Post IPO Tag Along Rights Notice, each Locked-in Shareholder shall deliver to the Company a written notice (an “Post IPO Tag Response Notice”) indicating whether it intends to sell all (and not less than all) of the Yum Lock-in Shares of such Locked-in Shareholder. Provided that, where the Locked-in Shareholder is the New Investor, on receipt of the Tag Response Notice from the New Investors, the Company shall be entitled to determine whether the Yum Lock-in Shares of the New Investors shall be transferred.

(c) Subject to sub-clause (b) above, if a Tag Proceeds Right Holder issues the Tag Response Notice, agreeing to sell its Proportionate Tag Along Shares, (and where the Company determines that Shares of the Existing Shareholders and/or New Investors shall be transferred, (each such Tag Proceeds Right Holder referred to, along with the Tag Proceeds Right Holders, as the “Participating Shareholders”))

(d) Subject to sub-clause (b) above, if all Locked-in Shareholders issue the Post IPO Tag Response Notice, agreeing to sell their respective Yum Lock-in Shares (and where the Locked-in Shareholders are a New Investors, the Company determines that the Yum Lock-in Shares of the New Investors shall be sold), then the Company shall exercise its tag along rights under clause 9.2(c)(iv) of the Sapphire India Shareholders’ Agreement, and the proceeds received by the Company from such exercise of its tag along rights shall be remitted to the Locked-in Shareholder through buyback of their Shares or dividend (in the manner contemplated in Clause 12) or repayment of capital contribution or any other mode of repatriation as may be permitted under the Applicable Law, in each case as determined by the Board in consultation with the relevant Locked-in Shareholder.

(e) If any Locked-in Shareholder does not issue Post-IPO Tag Response Notice within 15 (fifteen) Business Days following receipt of a Target Company Post IPO Tag Along Rights Notice, it shall be deemed that such Locked-in Shareholder has expressed its intention not to exercise tag along right under Clause 9.2(c)(iv) of the Sapphire India Shareholders’ Agreement.

10.6 Voting in relation to the Target Company

(a) Target Company Reserved Matters

(i) The Parties agree that where, any of the matters set out in schedule 1 of the

Sapphire India Shareholders’ Agreement ("Target Company Reserved

Matters") is to be taken up by the Target Company, and which requires prior

approval of the Company in the manner specified in clause 3.1 of the

Sapphire India Shareholders’ Agreement (including for the avoidance of

doubt, after the occurrence of a CoC Transaction, as defined under the

Sapphire India Shareholders Agreement ), then, as per the terms of this

Agreement, the Company before voting on any such matter is required to

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seek consent from Creador and Samara Investment Manager and,

accordingly, the Company the Company shall, in relation to such Target

Company Reserved Matter issue a notice (“RM Notice”) seeking approval

from Creador II so long it holds the Creador II Entitlement Threshold and the

Samara Investment Manager (acting on behalf of, but not for the avoidance

of doubt, on the direction of, the Existing Shareholders and the New

Investors).

(ii) If either Creador II or the Samara Investment Manager veto such Target

Company Reserved Matter, then the Company shall reject such Target

Company Reserved Matter under clause 3.1 of the Sapphire India

Shareholders’ Agreement. If Creador II and the Samara Investment Manager

respond to the RM Notice with their affirmative vote in favour of the Target

Company Reserved Matter, then the Company shall approve such Target

Company Reserved Matter under clause 3.1(a) of the Sapphire India

Shareholders’ Agreement.

(iii) However, if, within 5 (five) Business Days from the date of receipt of the RM

Notice, either of Creador II or the Samara Investment Manager do not

respond to the RM Notice, such matter shall be deemed to have been vetoed

by Creador II or the Samara Investment Manager, as the case may be, and the

Company shall, consequently, reject such Target Company Reserved Matter

under clause 3.1 of the Sapphire India Shareholders’ Agreement.

(iv) Notwithstanding the above, the New Investors and Creador II agree that, it

is agreed that the consent of New Investors and Creador II shall not be

required for consummation of the Target Company IPO under clause 6.1 or

for any decisions required to be made in relation to the Target Company IPO,

so long as the Target Company IPO is consummated on or before the Target

Company IPO Due Date.

(b) Target Company Shareholding Matters

(i) The Parties agree that where any matter is proposed to be discussed at a

shareholders’ meeting of the Target Company ("Target Company

Shareholding Matters") and a notice with regard to such meeting is received

by the Company from the Target Company, then, as per the terms of the

Agreement, the Board of the Company before voting on any such matter is

required to seek consent from Creador and Samara Investment Manager and,

accordingly, the Company shall, in relation to the Target Company

Shareholding Matters proposed to be discussed at such Target Company

shareholders meeting issue a notice (“Target Company Shareholding Matters

Notice”) to Creador II and the Samara Investment Manager (acting on behalf

of, but not for the avoidance of doubt, on the direction of, the Existing

Shareholders and the New Investors) seeking their consent on the Target

Company Shareholding Matters.

(ii) Subject to the requirements under Applicable Laws, the Company shall

demand a poll at any such shareholders meeting of the Target Company and

exercise its rights in relation to the Target Company Shareholding Matters in

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the following manner:

(A) If Creador II responds to the Target Company Shareholding Matters Notice with its vote in favour of any Target Company Shareholding Matter, the Company shall, at the Target Company shareholders meeting, vote in favour of the said Target Company Shareholding Matter on such number of shares held by the Company in the Target Company as is equivalent to Creador II’s Proportionate Stake. If Creador II responds to the Target Company Shareholding Matters Notice rejecting the Target Company Shareholding Matter, the Company shall provide a dissenting vote in relation to the said Target Company Shareholding Matters on such number of shares held by the Company in the Target Company as is equivalent to Creador II’s Proportionate Stake. However, if, within 5 (five) days from the date of receipt of the Target Company Shareholding Matters Notice, Creador II does not respond to the Target Company Shareholding Matters Notice, Creador II shall be deemed to have rejected the Target Company Shareholding Matter, and the Company shall provide a dissenting vote in relation to the said Target Company Shareholding Matters on such number of shares held by the Company in the Target Company as is equivalent to Creador II’s Proportionate Stake.

(B) If the Samara Investment Manager responds to the Target Company Shareholding Matters Notice with its vote in favour of any Target Company Shareholding Matter, the Company shall, at the Target Company shareholders meeting, vote in favour of the said Target Company Shareholding Matter on such number of shares held by the Company in the Target Company as is equivalent to Existing Shareholders’ Proportionate Stake and the New Investors’ Proportionate Stake. If the Samara Investment Manager responds to the Target Company Shareholding Matters Notice voting against the Target Company Shareholding Matter, the Company shall provide a dissenting vote in relation to the said Target Company Shareholding Matter on such number of shares held by the Company in the Target Company as is equivalent to the Existing Shareholders’ Proportionate Stake and the New Investors’ Proportionate Stake. However, if, within 5 (five) days from the date of receipt of the Target Company Shareholding Matters Notice, Samara Investment Manager does not respond to the Target Company Shareholding Matters Notice, it shall be deemed to have rejected the Target Company Shareholding Matter, and the Company shall provide a dissenting vote in relation to the said Target Company Shareholding Matters on such number of shares held by the Company in the Target Company as is equivalent to Existing Shareholders’ Proportionate Stake and the New Investors’ Proportionate Stake.

(c) The Parties agree that this Clause 10.6 shall remain valid and effective only till the Target Company IPO Effective Date.

10.7 Right in case the Target Company IPO is not undertaken

At any time after the Target Company IPO Due Date, if the Target Company IPO has not taken place (including on occurrence of a CoC Transaction, as defined under the Sapphire India Shareholders Agreement) then in relation to Creador II immediately upon the Target Company IPO Due Date and in relation to the New Investors upon completion of 5 (five) years from Closing Date:

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(a) Each of Creador II and the New Investors will be entitled to swap up to all its shares in the Company for the shares representing its Proportionate Stake, in compliance with the requirements under Applicable Laws. If Creador II and/or New Investors’ exercises such rights, then the Company and its other shareholders shall take all reasonable actions without adverse economic or tax impact to the other shareholders to enable such swap, including any buy back of Creador II’s and/or New Investors’ shares in the Company and any distribution of the Proportionate Stake to Creador II and/or New Investors as the case may be such that Creador II and/or New Investors will become direct shareholders of the Target Company. The Parties agree, that, any Tax liability arising on account of such swap shall be to the account of the respective Shareholder opting for the swap and if there is any Tax liability arising to the Company, then the respective Shareholder shall be required to pay / reimburse the Company for such liability. For this purpose, the Company shall obtain an opinion from Big 4 Firm computing the amount of Tax, if any, required to be paid for such swap; and

(b) if Creador II does not exercise its right, as available under sub-clause (a) above:

(i) so long as the Existing Shareholders hold any Shares in the Company, the Samara Investment Manager shall remain in Control over the Company, and the Samara Investment Manager shall continue to have the right to nominate a majority of the Directors on the Board, and the Samara Investment Manager shall continue to remain the sole holder of the Class B Shares;

(ii) if the Existing Shareholders do not hold any Shares in the Company but the Class C Shareholders and the New Investors continue to hold Shares, the Samara Investment Manager and Creador II shall be entitled to jointly exercise Control over the Company and in this regard, the Samara Investment Manager and Creador II shall be entitled to nominate equal representatives on the Board. In such case, the Samara Investment Manager shall Transfer Class B Shares to Creador II or new Class B Shares shall be issued and allotted to Creador II, at the lowest permissible price under Applicable Law, such that Creador II and Samara Investment Manager hold equal number of Class B Shares in the Company. Provided that, and notwithstanding that the Samara Investment Manager and Creador II shall be in joint Control over the Company, Creador II agrees that it shall and the nominees on the Board of the Company appointed by Creador II shall exercise all votes and consent requirements in the same manner as the Samara Investment Manager and its nominees on all decisions in relation to the New Investors and the Shares held by the New Investors (including in relation to the Transfer of New Investors’ Shares in the Company).

(iii) if Creador II remains the only Shareholder in the Company, Creador II shall be entitled to exercise sole Control over the Company, have the right to nominate all the Directors on the Board and remain the sole holder of the Class B Shares. In such case, the Samara Investment Manager shall either Transfer its Class B Shares to Creador II or the Class B Shares of the Samara Investment Manager shall be otherwise cancelled in compliance with Applicable Laws.

Provided that, nothing contained in this Clause 10.7 shall impose any restrictions on Creador II from requiring the Company to transfer its Proportionate Stake and repatriate proceeds from such transfer to it in the manner provided in, and subject to the provisions of, this Agreement. Further, nothing in this Clause 10.7 shall restrict the Company from transferring the Proportionate Stake of the Exiting Shareholders and New Investors and repatriate proceeds from such transfer to it in the manner provided in, and subject to the provisions of, this Agreement.

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10.8 Without prejudice to Clauses 6.5(b) (Lock-in), 6.6 (Right of First Offer) 10.4 (Post-IPO Drag Along Right in the Target Company) and 10.5 (Post-IPO Tag Along Right in the Target Company), the Parties agree that if the Target Company IPO Due Date is on or before 15 July 2022, then on and from the Target Company IPO Effective Date, the Yum Lock-in Shares shall only be Transferred together as a single unit and shall not be Transferrable by a Locked-in Shareholder independently of each other, even after expiry of the Yum Lock-in Period.

10.9 Share Transfer Covenants

(a) The New Investors acknowledge and agree that, except as provide under this Agreement (including after the occurrence of a Key Person Change), all decision in relation to the Transfer of Shares of the New Investors or Transfer of the New Investors’ Proportionate Stake shall be taken by the Company; provided that, on receiving a recommendation for Transfer from the New Investors and on such recommendation being agreed, the Company shall reasonable cooperation to help the New Investors Transfer their respective New Investors’ Proportionate Stake.

(b) The Company agrees that in the event an exit has been proposed in respect of the shares held by the Company in the Target Company and such exit is through a share swap with shares of an unlisted company, it shall not enter into any arrangement agreeing to a share swap in respect of the Shares held by the New Investors in the Company or in respect of the New Investors’ Proportionate Stake, without the prior approval of the New Investors. Without prejudice to the above, the Company shall not agree to any such share swap arrangement in respect of the Shares held by the New Investors in the Company or in respect of the New Investors’ Proportionate Stake under this subclause (b) if (I) there is any lock-in requirement extending beyond the expiry of 5 (five) years from the Closing Date or (II) such arrangement is sought to be entered into after the expiry of 3 (three) years from the Closing Date.

(c) The Company agrees that in the event an exit has been proposed in respect of the shares held by the Company in the Target Company and such exit is through a share swap with shares of a listed company, it shall not enter into any arrangement agreeing to a share swap in respect of the Shares held by the New Investors in the Company or in respect of the New Investors’ Proportionate Stake without the prior approval of the New Investors, in case such share swap results in the shares of the New Investors being subject to any lock-in obligations, except where such lock-are required under applicable laws . Without prejudice to the above, the Company shall not agree to any such share swap arrangement in respect of the Shares held by the New Investors in the Company or in respect of the New Investors’ Proportionate Stake under this subclause (c) if there is any lock-in requirement extending beyond the expiry of 5 (five) years from the Closing Date.

(d) On expiry of 5 (five) years from the Closing Date, the New Investors shall be entitled to require the Company to identify a buyer for the Shares held by the New Investors in the Company or the Proportionate Stake of the New Investors. The Company shall, in such case, undertake necessary efforts to exercise a drag right on the Shares held by Creador II in accordance with the terms of this Agreement, including ensuring that the agreed valuation thresholds for exercise of the drag along right on Creador II’s Shares under Clause 10.4 are met. After expiry of 6 (six) years from the Closing Date, the Company shall make efforts to transfer the Shares held by the New Investors in the Company or the Proportionate Stake of the New Investors, and distribute the proceeds to the New Investors in terms of this Agreement, in the first available bona fide offer received by the Company.

(e) Any timing, form or other aspects related to distribution of proceeds from the Company to the New Investor 1 and New Investor 2 (pursuant to the Transfer of

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Proportionate Stake of such New Investors) shall be discussed and agreed with the New Investor 1 and New Investor 2. Such distribution of proceeds shall be discussed and agreed with the New Investor 1 and New Investor 2 in good faith.

10.10 Indemnity Claim under SFIPL Investment Agreement

(a) The Company acknowledges that, the Target Company Investment Agreement contains provisions entitling the Company to claim indemnity from the Target Company in case of any Loss (as defined under the Target Company Investment Agreement) arising to the Company as a result of an indemnification events identified under clause 7.1 of the Target Company Investment Agreement (each such Loss is hereafter referred to as the “SFIPL Indemnifiable Loss”).

(b) In the event the Company becomes aware of any event which has resulted in a SFIPL Indemnifiable Loss, it shall intimate all the New Investors and Creador of the same no later than 2 (two) Business Days from becoming aware of the same (“SFIPL Loss

Notice”). The notice must describe the event giving rise to the SFIPL Indemnifiable Loss and the proposed claim in reasonable detail (along with supporting documentation, to the extent available) and, to the extent the Company can reasonably determine, that amount at the relevant time the SFIPL Loss Notice is given.

(c) Each of the New Investors and Creador shall be entitled, by issuing a notice (“Claim

Initiation Notice”) within 7 (seven) Business Days from receipt of the SFIPL Loss Notice (“Claim Initiation Period”), to require the Company to issue necessary notices and initiate a loss recovery process under the Target Company Investment Agreement to recover the SFIPL Indemnifiable Loss incurred by the Company as a result of matters set out in the SFIPL Loss Notice (each of the New Investors and Creador issuing the Claim Initiation Notice is hereafter referred to as the “Claim Initiating Shareholder”). Provided that, a Claim Initiating Shareholder, shall, under its Claim Initiation Notice, be entitled to require the Company recover only the Relevant Loss to such Claim Initiating Shareholder where “Relevant Loss” shall mean shall be the total SFIPL Indemnifiable Loss of the Company multiplied by the % of Proportionate Stake of the Claim Initiating Shareholder issuing the Claim Initiation Notice.

(d) In the event the Company receives one or more Claim Initiation Notices, it shall, subject to the requirements of clause 7.6 of the Target Company Investment Agreement being complied with, forthwith send an Indemnification Notice (as defined under the Target Company Investment Agreement) to the Target Company making an indemnity claim in relation to the Relevant Loss incurred by the Claim Initiating Shareholder(s).

(e) In the event there are more than one Claim Initiating Shareholders, all decisions in relation to the indemnity claim by the Company against the Target Company, including in relation to the positions to be taken, and settlements or defences to made in any proceedings between the Company and Target Company in this regard shall be jointly taken by the Claim Initiating Shareholders and Company shall act in accordance with such joint instructions. In the event any of the New Investors or Creador does not issue a Claim Initiation Notice within the Claim Initiation Period but subsequently issues the Claim Initiation Notice, the Company shall make all efforts as are within its control to ensure that the Relevant Loss of such New Investor or Creador, as the case may be, is included in the loss sought to be recovered by the Company from the Target Company under the Target Company Investment Agreement, and all decisions taken by the Claim Initiating Shareholders and the Company prior to such New Investor or Creador, as the case may be, issuing the Claim Initiation Notice shall be binding on the New Investor or Creador (as the case may be).

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(f) Any indemnity payments made by the Target Company to the Company under the Target Company Investment Agreement shall forthwith be remitted by the Company to the Claim Initiating Shareholders to the extent of their respective Relevant Loss. For the avoidance of doubt, it is clarified that the Existing Shareholders shall not have any right in any such indemnity payments made by the Target Company to the Company under the Target Company Investment Agreement.

(g) In respect of any payment which the Company is required to make to Creador II and/or the New Investors under this Clause 10.10 (“Base Payment”), the Company shall make a further payment (“Additional Payment”) to Creador II and/or the New Investors so that the sum of the Base Payment and the Additional Payment shall, after deducting from such payments the amount of all taxes required to be paid by SFML under Mauritian tax laws in respect of the receipt or accrual of such payments, be equal to the Base Payment.

10.11 Samara GP and SFML severally indemnify Creador II and the New Investors and their Affiliates against any Losses as a result of the Target Company's election as a partnership for U.S. tax purposes and subsequent conversion into a corporation for U.S. tax purposes as a result of becoming an Indian Public Limited Company. Any such indemnification from SFML shall be undertaken so as not to prejudice the Proportionate Stakes of Creador II and the New Investors.

11 TAXATION

11.1 The Class B Shareholder shall use commercially reasonable efforts to cooperate with each Shareholder’s efforts to obtain any available tax refunds, credits, exemptions or reductions from withholding taxes arising out of its interest in the Company.

11.2 The Company represents and warrants that, as on the date of this Agreement, it is a company duly incorporated and organized, and validly existing, under the laws of Mauritius and is a tax resident of Mauritius as per Article 4 of the India-Mauritius Double Tax Avoidance Agreement. Further, the Company undertakes that, in the future, it shall take commercially reasonable efforts to qualify as a tax resident of Mauritius as per Article 4 of the India-Mauritius Double Tax Avoidance Agreement and obtain a tax residency certificate until the end of the financial year in which it holds any shares in the Target Company.

11.3 The Company undertakes that, in the future, it shall take commercially reasonable efforts, to disclose the shares in the Target Company as investments in its books of accounts and not “stock-in-trade” or “current assets” until the end of the financial year in which it holds any shares in the Target Company

11.4 The Company undertakes that in the future, it shall take commercially reasonable efforts based on generally acceptable market practice to qualify as a non-resident under the provisions of the (Indian) Income Tax, 1961, until the end of the financial year in which it holds any shares in the Target Company.

12 DISTRIBUTIONS

12.1 If the Company receives any monies as a result of the transfer of shares held by it in the Target Company pursuant to the provisions of the Sapphire India Shareholders’ Agreement, the Company shall, subject to compliance with Applicable Laws, based on the decision of the Board of Directors but in a manner acceptable to the concerned Shareholder(s), distribute the monies through buyback or dividend (in the manner contemplated in Clauses 12.2 and 12.3 below) or repayment of capital contribution or any other mode of repatriation as may be permitted under the Applicable Law, in each case as determined by the Board but in a manner acceptable to the concerned Shareholder(s), on the basis of the Proportionate Stake pertaining to such Shares in respect of which the aforesaid proceeds have been received by the Company. The Shareholders

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shall pass the necessary resolutions to enable the Company to make such distribution to the relevant Class of Shareholders. Any distribution of monies in accordance with the provisions of this Clause 12 shall be in compliance with Applicable Laws. Notwithstanding anything contained herein but subject to Section 12.5 and any other arrangement entered into amongst the Parties, any such distributions to the New Investors and/or Creador II will be the sale proceeds received by the Company on the sale of Proportionate Stake of the New Investors and/or Creador II, as the case may be, reduced only by expenses and the Taxes calculated based on the New Investors’ Per Share Price or Creador’s II Per Share Price required to be paid by the Company in India, and if applicable, Mauritius, on such sale proceeds.

12.2 Buyback of Shares

(a) In case where the Company is proposing to undertake Buyback, it shall issue a notice (“Buyback Notice”) setting forth (a) the Class of Shares and the number of Shares within such Class (other than, for the avoidance of doubt, the Class B Shares) proposed to be purchased by the Company determined as mentioned above (as applicable, the “Buyback Shares”); (b) the purchase price per Buyback Share (such price being subject to the maximum amount payable under Applicable Law, if any); and (c) the period within which such buyback is proposed to be completed by the Company. The holder of the relevant Class of Buyback Shares shall have the right in its sole discretion to sell all (and not less than all) of respective Buyback Shares to the Company at the same price and on the same terms specified in the Buyback Notice by delivering a written notice to the Company (the “Confirmation Notice”) no later than 30 (thirty) days following receipt of the Buyback Notice.

(b) The purchase of the Buyback Shares by the Company shall be held at the registered office of the Company at 12:00 noon (Mauritius time) no later than the date specified in the Buyback Notice. At such closing, the holder of the relevant Class of Shares selling the Buyback Shares shall deliver certificates representing the Buyback Shares to the Company. The Company shall deliver at such closing, payment of the price in respect of the Buyback Shares to the relevant Shareholder and undertake the necessary actions required under Applicable Law to cancel the share certificates in respect of the relevant Buyback Shares.

(c) The Company shall be entitled to withhold and deduct from the proceeds of such buyback, any tax payable by the Company arising out of such sale. If the Company withholds or deducts from the proceeds of such buyback, then the Company shall provide an opinion of a Big 4 Firm confirming the details of the Tax liability incurred by the Company on the sale of the Shareholder’s Proportionate Stake as well as any amount of tax payable on distributing the monies to the Shareholder. No other shareholder (apart from the holder of the Class of Shares sought to be bought back) shall participate in such buyback. The timing, form or other aspects related to distribution of proceeds by the Company shall be on a good faith basis discussed with the respective Shareholder.

12.3 Dividend Distribution

(a) Subject to the Solvency Test, any other relevant provisions of the Act and this Agreement, the Directors may from time to time declare dividends (including interim dividends) and other distributions on each Class of Shares (other than Class B Shares) in issue and may resolve that any distribution or part thereof will be made in specie and that in particular, Shares may be issued in lieu of dividends pursuant to Section 64 of the Act. Any such dividends paid to each Shareholder shall be constituted only out of proceeds realised from the dividend or other distributions in respect of, or sale of the Proportionate Stake

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of such Shareholder. Any such distribution of dividend to a Shareholder pursuant to the sale of the Proportionate Stake of such Shareholder shall result in proportionate reduction of the Proportionate Stake of such Shareholder. Provided that subject as aforesaid, any dividend paid by the Company shall be paid to all Shareholders at the same time and on same terms without any preference to any Shareholder or class of Shareholders.

(b) A dividend may be authorised and declared by the Board at such time and such amount as it thinks fit, subject to clause 12.3(a) above.

(c) All dividends and other payments from the Target Company in relation to the investments of the Company in the Target Company shall be remitted directly or indirectly to the Company.

(d) Subject to availability after the payment of Company expenses and the setting aside of reserves pursuant to Clause 14 and subject to the Act, Net Cash Flow shall be distributed in the manner determined by the Board but subject to the requirements under Clause 5.12.

(e) No dividend shall be payable to the holders of the Class B Shares.

(f) Any one of the two or more joint holders may give effectual receipts for any dividends, bonuses, or other money payable in respect of the Shares held by them as joint holders.

(g) Notice of any distribution that may have been declared shall be given to each Shareholder and all distributions unclaimed for three years after having been declared may be forfeited by the Directors for the benefit of the Company.

(h) Subject to the Act, the requirements under the Yum Documents and the requirements of laws applicable to the Target Company, the Company may distribute debt, equity, or other Shares, such as capital stock of the Target Company (“Distributable

Securities”), to the Shareholders instead of cash, such distribution to be based on the respective Shareholders Proportionate Holding. For purposes of any such distribution, Distributable Securities shall be valued as of a date as close as reasonably practicable to the date of their distribution by the Board and Samara Investment Manager according to their “fair value”. The Company will use commercially reasonable efforts to give each Shareholder at least 10 Business Days’ prior written notice of any proposed distribution of Distributable Securities. In the event of any proposed distribution of Distributable Securities, such Shareholder may elect either to receive such Distributable Securities or to have the Company assist such Shareholder in retaining a broker to hold or sell such Shares on its behalf, and, at such Shareholder’s request and expense, the Company will transfer the Shares to be distributed to such Shareholder into an account established by such Shareholder or a third party designated by such Shareholder. The Shareholders shall hold and transfer the Distributable Securities in accordance with the terms of the Sapphire India Shareholders’ Agreement and this Agreement. Provided that any such distribution by the Company shall be made to all New Investors at the same time and on same terms without any preference to any New Investor over the other New Investor.

12.4 Subject to the remaining provisions of this Agreement, if any equity shares of the Target Company as held by the Company are publicly listed:

(a) then the right of holder of each Class of Shares to sell their Proportionate Stake and to the proceeds thereof shall be in the same manner and on the same terms and conditions as is set out under Clause 6.5(a); and

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(b) a Shareholder shall have the right to an in-kind distribution of the relevant amount of the shares in the Target Company to such holder to the extent legally permissible. Provided that, in case of the New Investors and the Existing Shareholders, the Company shall have the right to determine whether such in-kind distribution shall be given effect to, in consultation with the relevant Shareholder.

This Clause 12.4 if acted upon shall override the other terms of this Clause and at such time the Proportionate Stake of the Class of Shares held by the particular shareholder shall be reduced to the extent of the value of the underlying Shares sold/disposed of/transferred.

12.5 Class C Additional Return

The Class C Shareholder shall be entitled to receive Additional Return from any Proceeds received by a Class A5 Shareholders, Class A6 Shareholders and/or Class A7 Shareholders in the manner provided below, which shall be paid in a manner that does not adversely affect Creador II:

(a) In the event: (i) the Class A5 Shareholders, Class A6 Shareholders and/or Class A7 Shareholders has been provided a complete exit of its investment (i.e. sold and transferred all Shares held by the Class A5 Shareholders, Class A6 Shareholders and/or Class A7 Shareholders) on before expiry of the New Investor’s Term; and (i) the Proceeds received by the Class A5 Shareholders, Class A6 Shareholders and/or Class A7 Shareholders are such that the Net Distribution Multiple in respect of the Proceeds to the Class A5 Shareholders, Class A6 Shareholders and/or Class A7 Shareholders is 2x or more (pre-tax) (calculated, in United States Dollar terms) and an IRR (pre-tax) of at least 15% (fifteen percent) is received by the Class A5 Shareholders, Class A6 Shareholders and/or Class A7 Shareholders (calculated, in United States Dollar terms) on its Total Cost, then the Additional Return that the Class C Shareholder shall be entitled to receive from such Class A5 Shareholders, Class A6 Shareholders and/or Class A7 Shareholders shall be equivalent to 15% of the Gains of such Class A5 Shareholders, Class A6 Shareholders and/or Class A7 Shareholders. For the avoidance of doubt, it is clarified that Taxes payable by the Company in India for the sale of Proportionate Stake of such Class A5 Shareholders, Class A6 Shareholders and/or Class A7 Shareholders in the Target Company or any Taxes payable India on sale of Class A5 Shareholders’, Class A6 Shareholders’ and/or Class A7 Shareholders’ Shares in the Company shall be treated as a deemed distribution for the purpose of computing the (pre-tax) IRR of 15% (fifteen percent) and the 2x (pre-tax) Net Distributable Multiple.

(b) In the event: (i) the Class A5 Shareholders, Class A6 Shareholders and/or Class A7 Shareholders have been provided a complete exit of its investment (i.e sold and transferred all Shares held by the Class A5 Shareholders, Class A6 Shareholders and/or Class A7 Shareholders) after expiry of the New Investor’s Term but within 12 months from the expiry of the New Investor’s Term; and (i) the Proceeds received by the Class A5 Shareholders, Class A6 Shareholders and/or Class A7 Shareholders are such that the Net Distribution Multiple in respect of the Proceeds to the Class A5 Shareholders, Class A6 Shareholders and/or Class A7 Shareholders is 2x or more (pre-tax) (calculated, in United States Dollar terms) and an IRR (pre-tax) of at least 15% (fifteen percent) is received by the New Investor (calculated, in United States Dollar terms) on its Total Cost, then the Additional Return that the Class C Shareholder shall be entitled to receive from such Class A5 Shareholders, Class A6 Shareholders and/or Class A7 Shareholders shall be equivalent to 11.25% of the Gains of such Class A5 Shareholders, Class A6 Shareholders and/or Class A7 Shareholders. For the avoidance of doubt, it is clarified that any Taxes payable by the Company in India for the sale of Proportionate Stake of such Class A5 Shareholders, Class A6 Shareholders and/or Class A7 Shareholders in the Target Company or any Taxes payable in India on sale of Class A5

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Shareholders’, Class A6 Shareholders’ and/or Class A7 Shareholders’ Shares in the Company shall be treated as a deemed distribution for the purpose of computing the (pre-tax) IRR of 15% (fifteen percent) and the 2x (pre-tax) Net Distributable Multiple.

(c) In the event: the Class A5 Shareholders, Class A6 Shareholders and/or Class A7 Shareholders has not been provided a complete exit on or prior to the expiry of 12 months after the New Investor’s Term. then the Class C Shareholder shall not be entitled to receive any Additional Return on the Gains of such Class A5 Shareholders, Class A6 Shareholders and/or Class A7 Shareholders.

(d) In the event the complete exit by the Class A5 Shareholders, Class A6 Shareholders and/or Class A7 Shareholders is in form of swap of all its shares in the Company for the shares representing its Proportionate Stake in the Target Company, the Additional Return will be in form of shares and will be based on the valuation undertaken by an independent valuer, acceptable to the Class A5 Shareholders, Class A6 Shareholders and/or Class A7 Shareholders, as the case may be, and Samara Investment Manager, that values the Company, after incorporating, if required for arriving at the valuation, a suitable discount for illiquidity and other restrictions as contained in the Sapphire India Shareholders Agreement.

(e) For avoidance of doubt, the Parties agree that the Class C Shareholder shall not be entitled to receive the Additional Return unless the Proceeds received by the Class A5 Shareholders, Class A6 Shareholders and/or Class A7 Shareholders is 2x or more (pre-tax) (calculated, in United States Dollar terms), and an IRR (pre-tax) of at least 15% (fifteen percent) is received by the Class A5 Shareholders, Class A6 Shareholders and/or Class A7 Shareholders (calculated, in United States Dollar terms) on its Total Cost.

(f) The Class C Shareholders is not entitled to receive any Additional Return for any shares of the Target Company or shares of the Company acquired after the Closing Date by the New Investors.

(g) To Tax on the Class C Additional Return shall be the sole and absolute responsibility of the Class C Shareholder.

(h) An illustration for calculation of the Class C Additional Return has been set out in Schedule 6.

(i) Notwithstanding anything contained herein, Proceeds received by the Class A5 Shareholders, Class A6 Shareholders, and Class A7 Shareholders shall under no circumstances fall below 15% IRR and 2x (pre-tax) Net Distributable Multiple after paying the Additional Return.

For the purposes of this Clause 12.5:

1. “Net Distribution Multiple (NDM)” shall be determined as follows:

NDM = Proceeds / Total Costs

Where:

“Proceeds” shall mean any cash proceeds distributed by the Company to the New Investor (calculated, in United States Dollar terms) in connection to the disposition of any part of the Company and shall include any dividends or interest income received from the Company. For avoidance of doubt, the term Proceeds shall mean the proceeds received by the Company post exit costs.

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“Total Cost” All costs incurred by the New Investor (calculated, in United States Dollar terms), the amount of which shall include (i) the relevant New Investors’ Subscription Amount, (ii) the contribution of the New Investor towards the expenses of the Company, and iii) the transaction expenses incurred by the New Investor in relation to the acquisition and sale of the New Investor Subscription Shares in the Company or New Investors’ Proportionate Stake in the Target Company.

2. “Gains” shall mean Proceeds minus Total Costs

13 RESERVES

Subject to the other terms hereof, the Directors may, before recommending any distribution, set aside out of the profits of the Company such sums as they think proper as a reserve or reserves which shall, at the discretion of the Directors, be applicable for meeting contingencies, or for any other purpose to which the profits of the Company may be properly applied, and pending such application may, at the like discretion, be employed in the investment activities of the Company as the Directors may from time to time think fit; provided that the aggregate amount of such reserves at any given time shall not exceed the Approved Reserves as of such time as set forth in the then applicable Annual Budget. Provided that any such reserves created by the Company shall be created out of profits to be distributed to all Shareholders on a proportionate basis at the same time and on same terms without any preference to any Shareholder or class of Shareholders. Provided further that no such reserves shall be kept by the Company for more than a period of 12 (twelve) months and at the end of such period of 12 (twelve) months, the Company shall distribute the profits to the relevant Shareholders. The Company shall not make any reserves for any liabilities, claims etc which are subject to indemnification by Samara Investment Manager.

14 WINDING UP

(a) Subject to Clauses 14.2 and 14.3 and to the terms of issue of any Shares in the Company, upon the winding up of the Company, the assets, if any, remaining after payment of the debts and liabilities (including such preferred debts as provided under Mauritian insolvency legislation) of the Company and the costs of winding up (the surplus assets), shall be distributed in the following manner:

(i) First, to the holders of Class B Shares, an amount equal to their paid-up capital;

(ii) Second, to the holders of Class A Shares, Class A2 Shares, Class A3 Shares, Class A4 Shares, Class A5 Shares, Class A6 Shares, Class A7 Shares and Class C Shares, the shares of the Target Company representing their Proportionate Stake;

(iii) Third, to the holders of Class A Shares, Class A2 Shares, Class A3 Shares, Class A4 Shares, Class A5 Shares, Class A6 Shares, Class A7 Shares and Class C Shares,, an amount equal to their paid-up capital and Capital Contribution; and

(iv) Thereafter, to the Class A Shareholders, Class A2 Shareholders, Class A3 Shareholders, Class A4 Shareholders, Class A5 Shareholders, Class A6 Shareholders, Class A7 Shareholders and Class C Shareholders, such amounts remaining in the relevant portfolio of that Class, all in proportion to their shareholding in such Class.

(b) The holders of Shares not fully paid up shall only receive a proportionate share of their entitlement being an amount paid to the Company in satisfaction of the liability of the shareholder to the Company in respect of the Shares either under the constitution of the Company or pursuant to the terms of issue of the Shares.

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(c) Without prejudice to the above, where the Company is wound up, it may, with the sanction of a special resolution of the Company, divide in kind amongst the Shareholders the other assets of the Company, whether they consist of property of the same kind or not, and may for that purpose set such value as the Shareholders deem fair upon any property to be divided and may determine how the division is to be carried out as between the Shareholders or different classes of Shareholders.

15 TERM AND TERMINATION

(a) This Agreement shall be effective from the Effective Date.

(b) At any time after the Effective Date, this Agreement may be terminated by mutual consent of the Parties in writing.

(c) This Agreement shall terminate automatically without notice with respect to a Shareholder on the date upon which such Shareholder does not hold any Shares.

(d) In the event of termination of this Agreement the provisions of Clause 2 (Representations and Warranties), Clause 17.1 (Confidentiality & Announcements), Clause 17.5 (Notices), Clause 17.3 (Arbitration), Clause 17.8(Governing Law and Jurisdiction) and this Clause 15 (Term and Termination) shall survive the termination of this Agreement for any reason; provided, however, that such termination shall, unless otherwise agreed upon by the Parties, be without prejudice to the rights of any Party in respect of a breach of this Agreement, which has occurred prior to termination of this Agreement.

16 OTHER COVENANTS

16.1 Compliance with Laws The Company shall, and the Samara Investment Manager shall ensure that the Company shall, conduct its operations and its business in compliance with the requirements under Applicable Laws, including all applicable laws regarding anti-bribery, anti-corruption and anti-money laundering. The Company and the Samara Investment Manager shall ensure that the Company shall act in good faith and take all steps and make all filings with the relevant governmental authority, as are necessary, from time to time, to maintain all consents, approvals and licenses that it requires under the Applicable Laws, for the conduct of its business and operations.

16.2 Tax Covenants:

The Company shall, and the Samara Investment Manager shall ensure that the Company shall, act in good faith and shall pay all taxes (direct and indirect), duties, cess, fees or any other amount payable (whether by way of tax or otherwise) as determined by the governmental authorities under the Applicable Laws. Further, the Company shall and the Samara Investment Manager shall ensure that the Company shall take all steps to make the necessary tax filings under Applicable Laws.

16.3 Auditor:

The Company shall, and the Samara Investment Manager shall ensure that the Company shall, appoint one of the Big 4 Firms as the statutory auditors of the Company.

16.4 Holding Company

The Parties acknowledge that the primary activity of the Company is that of holding shares in the Target Company and, unless approved by Creador II and New Investors and the Samara Investment Manager, the Company shall not undertake any business.

16.5 Lock-in on Shares in Target Company

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The Parties agree and acknowledge that all shares held by the Company in the Target Company, as of the Target Company IPO Effective Date, shall be locked in for a period of one year from the Target Company IPO Effective Dates, as required under the laws applicable to the Target Company.

16.6 Liability of Samara Investment Manager

Samara Investment Manager shall be jointly and severally liable with the Company for any direct and actual losses that Creador II or any New Investor may incur as a result of fraud, gross negligence or wilful misconduct in relation to the IPO. Except for the above, Parties agree that the Samara Investment Manager shall not be liable for obligations of the Company under this Agreement.

16.7 Each Shareholder shall exercise all its rights and powers, including its rights as a shareholder of the Company, to give effect to the terms of this Agreement.

16.8 If the Company is party to, or receives notice of any query, inquiry, investigation, or other proceeding whatsoever relating to the Company or its shareholders or the Target Company, then it shall promptly inform Creador II, provide any information that Creador II may request, and deal with such matter in such manner as Creador II may require.

16.9 The Company shall comply with the terms of the Sapphire India Shareholders Agreement.

16.10 If any Shareholder’s dealings in its Proportionate Stake, whether through the Company or otherwise, causes any loss, expense, damage or gives rise to any Taxes upon the Target Company, then such Shareholder shall be liable to indemnify the Company for the Taxes and any interest or penalties thereon payable by the Target Company.

16.11 Upon the Effective Date, this Agreement overrides and supersedes all other agreements between the shareholders of the Company prior to the date hereof with respect to the inter-se shareholding and management rights with respect to the Company, all of which shall stand terminated.

16.12 Environmental, Social and Governance (“ESG”) The Company and Samara Investment Manager acknowledge that certain Shareholders are signatories to the United Nations Principals of Responsible Investment (“UNPRI”), and shall incorporate and adopt ESG policies and procedures consistent with the principals set out by UNPRI. Samara Investment Manager will cooperate with Shareholders to provide relevant ESG reporting with respect to their investment.

16.13 Negative Covenants

The Parties agree that, the Company shall not, except as otherwise agreed in writing, undertake any of the following actions:

(a) Any amendment to the Company’s Constitution.

(b) The initiation, prosecution of suit, litigation or any other proceedings.

(c) Undertaking any business or activity, other than the holding of, or transfer of, shares of the Target Company.

(d) Disposing off or acquire assets, except the acquisition or transfer of shares of the Target Company in accordance with the terms hereof.

(e) Incurring any debt in excess over USD 200,000.

(f) Any change in capital structure of the Company pursuant to the issuance and allotment of Shares or other securities by the Company.

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(g) The creation of any pledge on the shares of the Company.

(h) Incurring any expense over USD 350,000 in the aggregate.

(i) Replacement of the Class B Shareholder as the controlling shareholder, except as provided in this Agreement.

(j) Any replacement of the auditors of the Company, where such replacement is not a Big 4 Firm.

(k) Any liquidation or winding up of the Company.

(l) Any related party transaction of the Company.

(m) Any change in administrators of the Company.

(n) Raising or issuing any debt, or issuing any other instrument representing indebtedness (whether secured or unsecured), giving any guarantee or security in any form.

(o) Amending any share subscription agreement entered into by the Company with any Person.

(p) Amend or waive or grant any consent any term of the QMT Undertaking.

(q) Change or amend the tax election status of the Company from flow-through partnership to corporation for U.S. tax purposes, including with respect to retroactive or prospective filings or any filing seeking relief with the U.S. Internal Revenue Service.

17 MISCELLANEOUS

17.1 Confidentiality and Announcements

(a) Each Shareholder agrees, and agrees to cause its Authorized Representatives (as defined below), to keep confidential, and not to make any use of (other than for purposes reasonably related to its interest in the Company or for purposes of filing such Shareholder’s tax returns) or disclose to any Person, any non-public information relating to the Company and its affairs and any non-public information related to the Company’s investment in Target Company or the transactions contemplated herein (such information, the “Confidential Information”) (other than disclosure to such Shareholder’s current investors, or to such Shareholder’s Affiliates, directors, officers, partners, employees, agents, advisors, accountants, lawyers, investors or representatives responsible for matters relating to the Company or to any other Person approved in writing by the Directors (each such Person being hereinafter referred to as an “Authorized Representative”)); provided that such Shareholder and its Authorized Representatives may make such disclosure to the extent that: (a) the information to be disclosed is publicly known at the time of the proposed disclosure by such Shareholder or Authorized Representative; (b) the information otherwise is or becomes legally known to such Shareholder other than through disclosure by the Company, the Directors, Target Company or any Affiliate thereof, or other party that is subject to a confidentiality agreement with, any of the foregoing entities; (c) the information is required in connection with any audit by any tax authority; (d) the information is required in response to any summons or subpoena or in connection with any litigation or administrative proceeding, and/or (e) such Shareholder reasonably believes disclosure is required by Applicable Law or in response to any governmental agency request or in connection with an examination by regulatory authorities (provided that such agency,

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regulatory authorities or association is informed of the confidential nature of the information disclosed). Prior to making any disclosure required by Applicable Law, each Shareholder shall use commercially reasonable efforts to notify the Company of such disclosure, except to the extent that such notice is prohibited by Applicable law. Prior to any disclosure to any Authorized Representative, each Shareholder shall use commercially reasonable efforts to advise such Authorized Representative of the obligations set forth in this Clause and obtain the agreement of such Person to be bound by the terms of such obligations (unless any such Authorized Representative is already subject to similar confidentiality obligations which would require such Authorized Representative to keep any Confidential Information under this Agreement confidential); provided that:

(i) each Shareholder shall be allowed to disclose to investors and prospective investors of such Shareholder (i) the name of the Company and the name of Target Company and all its Subsidiaries, (ii) the name and logo of Samara Fund II in its respective capacity as a Shareholder in the Company, (iii) a brief description of the industry and geographic location of the Company and Target Company and its Subsidiaries, (iv) the amount and date of such Shareholder’s Capital Contributions, the amount of such Shareholder’s Capital Contribution to the Company and the aggregate amount of all Capital Contribution to the Company, and (v) the net asset value of such Shareholder’s interest in the Company, in each case without the need for obtaining any such prospective investor’s agreement to be bound by the obligations set forth in this Clause; and

(ii) each Shareholder shall be allowed to disclose to prospective investors of such Shareholder any Confidential Information, provided that either (i) prior to any such disclosure such Shareholder shall enter into a written confidentiality agreement with any such prospective investor with respect to such Confidential Information, such that the said confidentiality agreement binds the prospective investor to confidentiality obligations, substantially similar to the obligations set forth in this Clause and have a term of at least one year from the date of such agreement, or (ii) such prospective investor shall already be, pursuant to agreements or substantially equivalent duties of confidentiality, subject to similar restrictions with respect to the use and disclosure of Confidential Information as are set forth in this Agreement.

(b) Each Shareholder and its Affiliates may, without additional notice to the Company, refer to the Company as one of its investments or to Samara Fund II as one of its private equity investment partners on any website it maintains or in connection with efforts to market its services to others without any discussion of the Company’s assets under management, the Company’s financial statements, investment considered or made by the Company or the value of the Company’s investments.

(c) None of the Parties hereto shall issue a press release or make any public announcement or other public disclosure with respect to any of the transactions contemplated herein without obtaining the prior written consent of the other Shareholders or use the name of any Shareholder or any Affiliate of such Shareholder without obtaining in each instance the prior written consent of such Shareholder (as applicable).

(d) The Company agrees that it will not, without the prior written consent of the applicable Shareholder, in each instance, (a) use in advertising, publicity, or otherwise the name of a Shareholder or any Affiliate of a Shareholder, or any partner or employee of an Affiliate of a Shareholder, nor any trade name, trademark, trade device, service mark, symbol or any abbreviation, contraction or simulation thereof owned by a Shareholder or its Affiliates, or (b) represent, directly or indirectly, that any product or any service provided by the Company has been approved or endorsed by a Shareholder or an

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Affiliate of a Shareholder. The Company further agrees that it shall obtain the written consent from the applicable Shareholder prior to the Company's issuance of any public statement detailing such Affiliate of such Shareholder.

17.2 Arbitration

(a) The Parties agree to use all reasonable efforts to resolve any dispute, controversy, claim or disagreement of any kind whatsoever between or among the Parties in connection with or arising out of this Agreement, including any question regarding its existence, validity or termination ("Dispute"); expediently and amicably to achieve timely and full performance of the terms of this Agreement.

(b) Any Party which claims that a Dispute has arisen must give notice thereof to the other Party(ies) as soon as practicable after the occurrence of the event, matter or thing which is the subject of such Dispute and in such notice such Party(ies) shall provide particulars of the circumstances and nature of such Dispute and of its claim(s) in relation thereto and shall designate a Person as its representative for negotiations relating to the Dispute, which Person shall have authority to settle the Dispute. The other Party(ies) shall, within 7 (seven) Business Days of such notice, each specify in writing its position in relation to the Dispute and designate as its representative in negotiations relating to the Dispute a Person with similar authority.

(c) The aforesaid designated representatives shall use all reasonable endeavours including by engaging in discussions and negotiations to settle the Dispute within 30 (thirty) Business Days after receipt of the particulars of the Dispute. If at the end of the said 30 (thirty) Business Day period, the Dispute is not resolved to their mutual satisfaction, either Party to the Dispute shall be entitled to serve a written notice to the other Parties to the Dispute requiring that the Dispute be referred to arbitration ("Arbitration

Notice") and upon issuance of an Arbitration Notice, the following provisions shall apply.

(d) Subject to the foregoing, all Disputes between the Parties hereto arising out of or relating to this Agreement including construction, validity, performance thereof shall be referred to and finally be settled by arbitration administered by the Arbitration and Mediation Center of the Mauritius Chamber of Commerce and Industry (MARC). Such arbitration shall be held in Mauritius.

(e) The procedure to be followed within the arbitration, including appointment of arbitrator / arbitral tribunal, the rules of evidence which are to apply shall be in accordance with the MARC Arbitration Rules. Notwithstanding the generality of the foregoing, for the purposes of such arbitration, the arbitral tribunal shall comprise of three arbitrators, who shall be appointed in accordance with the MARC Arbitration Rules. The decision of the arbitrator shall be rendered in writing and shall be binding upon the Parties.

(f) All proceedings in any such arbitration shall be conducted in English.

(g) When any Dispute is under arbitration, except for the matters under dispute, the Parties shall continue to exercise their remaining respective rights and fulfil their remaining respective obligations under this Agreement.

(h) The arbitration award shall be final and binding on the Parties. The Parties acknowledge that if required to execute the arbitration award, application may be made to any court having competent jurisdiction for any order of enforcement of the award.

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(i) The Parties expressly agree that any Dispute, negotiations or arbitration proceedings between the Parties in relation to any Dispute shall be confidential and shall not be disclosed to any third party without the prior written consent of all other Parties to the Dispute or save as required by Applicable Law.

(j) Each party shall bear its own arbitration expenses, and all Parties shall jointly pay the fees and expenses of the arbitral tribunal, if any. Unless the arbitral award provides for non-monetary remedies, any such award shall be made and shall be promptly payable in USD

17.3 Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of and be binding upon the successors, permitted assigns, heirs, executors and administrators of the Parties.

17.4 Notices. (a) Unless otherwise provided herein, all Notices, including requests, waivers and other

communications shall be made in writing, in English language and by letter (delivered by hand, courier or registered post), email or facsimile transmission (save as otherwise stated) and to the addresses and authorized representatives set out in SCHEDULE 1, unless the addresses or the authorized representative is changed by a Notice.

(b) In the event a Party refuses delivery or acceptance of a Notice under this Agreement which is so evidenced by endorsement on the mode of delivery to the extent possible, it shall be deemed that the Notice was duly given upon proof of the refused delivery, provided the same was sent in the manner specified in this Agreement.

(c) The Parties agree that if a Notice which is not delivered in accordance with the provisions this Agreement is acknowledged by an authorized representative of a Party then such Notice shall be deemed to have been validly delivered in accordance with the terms of this Agreement without regard to the provisions of this Clause.

17.5 Waivers, Delays or Omissions. No delay or omission in exercise of any right, power or remedy accruing to any Party, upon any breach or default of any other Party under this Agreements, shall impair any such right, power or remedy of any Party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of any similar breach or default whenever occurring. Any waiver, permit, consent or approval of any kind or character on the part of any Party of any breach or default under the Agreement or any waiver on the part of any Party of any provisions or conditions of the Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing.

17.6 Severability.

(a) If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future Applicable Law (a) such provision or part thereof shall be fully severable; and (b) the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance here from to the extent permissible under Applicable Law.

(b) Without prejudice to the foregoing, the Parties hereto shall mutually agree to alternate legal valid and enforceable provision as similar in terms and effect to such illegal, invalid or unenforceable provision or part thereof as may be possible.

(c) Provided however pursuant to any further change in the Applicable Law, if the provisions referred to above become valid and enforceable once again, such provisions would stand renewed and be effective to their original extent, as if they had not been invalid or unenforceable at any time.

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17.7 Governing Law and Jurisdiction. (a) This Agreement shall be governed by and construed in accordance with the laws of

Mauritius.

(b) Subject to Clause 17.3 above, the courts at Mauritius shall have exclusive jurisdiction on the matters arising from or in connection with this Agreement, without regard to the principles of conflicts of laws.

17.8 Amendments and Waivers. This Agreement may be amended with the written consent of the Parties.

17.9 Cumulative Remedies. All the remedies available to the Parties , either under this Agreement or by Applicable Law or otherwise afforded, will be cumulative and not alternative or exclusive of any rights, powers, privileges or remedies provided by this Agreement, Applicable Law or otherwise. No single or partial exercise of any right, power, privilege or remedy under this Agreement shall prevent any further or other exercise thereof or the exercise of any other right, power, privilege or remedy.

17.10 Counterparts. The Agreement may be executed and delivered in any number of counterparts each of which shall be an original. Delivery of an executed counterpart via facsimile or electronic email in portable document format (.pdf) shall constitute the delivery of an originally signed counterpart hereto.

17.11 Expenses. Each Party shall bear its own expenses related to the transactions contemplated in this Agreement, including but not limited to legal, accounting, financial and operational due diligence and expenses regarding the drafting, negotiation and execution of the Transaction Documents.

17.12 The Parties agree that if any provisions of the constitutional documents of the Company at any time conflict with any provisions of this Agreement, then the constitutional documents of the Company shall be promptly amended to the extent necessary and to the extent permitted under applicable laws to give effect to the provisions of this Agreement and in order to ensure that the provisions of the Agreement shall prevail.

17.13 Save and except this Agreement, the Company shall not enter into any other agreement dealing with the shareholding and management rights of any Shareholder in the Company without the prior written consent of Creador II and New Investors.

17.14 The Parties agree that in the event the expenses of the Company in any financial year exceed beyond the cash reserves maintained by the Company, the Class A Shareholders, Class A2 Shareholders, Class A3 Shareholders, Class A4 Shareholders, Class A5 Shareholders, Class A6 Shareholders, Class A7 Shareholders and Class C Shareholders shall contribute funds to the Company pro-rata to their respective shareholding in Company to meet such additional expenses to be incurred by the Company. Provided that, the pro-rata share of each of the New Investor 1 and the New Investor 2 shall be subject to a cap of USD 70,000 during the New Investors’ Term, unless written approval of the New Investor 1 and /or the New Investor 2, as the case may be, has been obtained.

17.15 Assignment (a) Parties shall not have the right to assign any rights or obligations under the Transaction

Documents other than to a transferee in relation to a transfer of all or part of its Shares in

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the Company, without the prior consent of the other Parties. It being stated for abundant caution that each of the Existing Shareholders, New Investors and Creador have the right to assign their rights and obligations under this Agreement along with the Transfer of their Shares, subject to such Transfer being undertaken in compliance with the terms of this Agreement.

(b) It being clarified that, if only a portion of a transferring shareholder's shares are transferred, the transferor shareholder and the transferee shall act as a single shareholding block, and there shall not be any duplication of rights as between the transferor shareholder and the transferee in such event (except that the voting rights and dividends on the transferred shares shall be solely to the account of the transferee). All rights which pertain to shareholding shall be exercised by the transferor shareholder and transferees in proportion to the shareholding held by them.

(c) All transfers of shares shall be subject to the transferee executing a Deed of Adherence and delivering a copy thereof to the Company.

SCHEDULE 1

DETAILS OF THE PARTIES

PART A: Details of Existing Shareholders

Sl. No. Name Information for notices

1. SAMARA CAPITAL MANAGEMENT LIMITED

Address: 34, Cybercity, 4th Floor, Ebène Heights, Ebène, Mauritius Fax: +230 467 4000 Attention: To The Director Ms Dilshaad Rajabalee Ms Sateeta Jeewoolall Email: [email protected]

2. SAMARA CAPITAL PARTNERS FUND II LIMITED

Address: Sanne House, Bank Street, Twenty-Eight, Cybercity, Ebene 72201 Fax: +230 467 4000 Attention: Ms Dilshaad Rajabalee Email: [email protected]

3. CELOX OLYMPUS LIMITED

Address: Ειρήνης, 119, 3041, Λεμεσός, Κύπρος Cyprus Attention: Per Jonsson Emai: [email protected]

4. SCHRODER ADVEQ ASIA III L.P.

Address: 50 Lothian Road, Festival Square, Edinburgh, EH3 9WJ Attention: Adveq Legal Email: [email protected]

5. SCHRODER ADVEQ cPl GLOBAL 2014-2016

Address: Johan Van Walbeeckplein 11, Curaçao Attention: Adveq Legal Email: [email protected]

6. SCHRODER ADVEQ GLOBAL L.P.

Address: 50 Lothian Road, Festival Square, Edinburgh, EH3 9WJ Attention: Adveq Legal

mailto:[email protected]





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Email: [email protected]

PART B: Details of Creador II & New Investors

Sl. No. Name Information for notices

1. ARINJAYA (MAURITIUS) LTD

Address: Sanne House, Bank Street, Twenty Eight, Cybercity, Ebene 72201, Republic of Mauritius Fax: +230 467 4000 Attention: Mr. Hemant Parsenora Email: [email protected]

2. TR Capital III Mauritius III

Address: IFS Court, Bank Street, Twenty Eight

Cybercity, Ebene 72201, Mauritius

Fax: +852 2526 9112

Attention: Paul Robine; Norbert Fernandes

Email: [email protected]; [email protected]

3. NewQuest Asia Fund IV (Singapore) Pte. Ltd.

Address: 8 Marina Boulevard, #05-02, Marina Bay Financial Centre, Singapore 018981 Attention: Darren Massara Email: [email protected], [email protected] With a copy to: Address: NewQuest Capital Partners Unit 2902, 29th Floor, Prosperity Tower 39 Queen’s Road Central Hong Kong Attn: Legal Email: [email protected], [email protected]

4. Pergo Company Limited Address: c/o Inchona Services Limited, Washington Mall Phase 2, 4th Floor, Suite 400, 22 Church Street, HM 1189, Hamilton HM EX, Bermuda Fax: +65 63371623 Attention: Billy Chiu Email: [email protected]









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SCHEDULE 2

CREADOR II RESERVED MATTERS (Clause 5.12)

1. Any amendment to Company’s Constitution.

2. Raising or issuing any debt, or issuing any other instrument representing indebtedness (whether

secured or unsecured), giving any guarantee or security in any form.

3. Hiring of any employee.

4. The initiation, prosecution of suit, action or any other proceedings.

5. Entering into or modification of the terms of any contracts, but excluding contracts executed in

relation to the sale of shares held in the Target Company provided the ownership of remaining

assets of the Company is not affected.

6. Appointment of statutory auditor / joint statutory auditor / internal auditor or change in the

auditors already appointed.

7. Lending any money or providing any guarantees or indemnities on behalf of any Person.

8. Undertaking any business or activity, other than the holding of, or transfer of, shares of the Target

Company.

9. Disposing off or acquire assets, except the acquisition or transfer of shares of the Target Company

in accordance with the terms hereof.

10. Incurring any beyond USD 350,000 in aggregate;

11. Approving the Annual Budget or Approved Reserves of the Company for any financial year

where such Annual Budget or Approved Reserves for any financial year after the Closing Date

exceeds USD 60,000 + an annual escalation of 10% each financial year;

12. Changing the compensation to any employee or changing the compensation of any director or

service provider except where such change is beyond 15% of the compensation paid to the director

or service provider in the previous financial year;

13. Making any regulatory filing or applying for any regulatory approval, except for (i) regulatory

filing or regulatory approval required in relation to the Company’s compliances under applicable

laws in the ordinary course; or (ii) for filings to be made, in India or Mauritius, with regard to sale

or purchase of shares in the Target Company;

14. Granting of any waiver under the Sapphire India Shareholders Agreement;

15. Any change in the capital structure of the Company before the Target Company IPO other than

buy back, redemption or reduction of capital for distributions in accordance with this Agreement;

16. Any change in the capital structure of the Company after the Target Company IPO other than (i)

buy back, redemption or reduction of capital for distributions in accordance with this Agreement;

or (ii) where such change in capital structure is by virtue of a fund raise by the Target Company

and the said fund raise is not in breach of breach or would not result in termination of the YUM

Agreements.

17. Changing any accounting norms or policies;

18. Delegating any of the matters mentioned above.

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SCHEDULE 3

SHAREHOLDING PATTERN OF SFL

Part A: As on the Execution Date:

# of

Company

shares

Allocation of

Target

Company

shares held by

Company

% Effective

economic

right in

Company

SCHRODER ADVEQ ASIA

III L.P. CLASS A 300.00 10,17,940 5.83%

SCHRODER ADVEQ cPI

GLOBAL 2014-2016 CLASS A 300.00 10,17,940 5.83%

SCHRODER ADVEQ

GLOBAL L.P. CLASS A 300.00 10,17,940 5.83%

CELOX OLYMPOS

LIMITED CLASS A 500.00 16,96,565 9.71%

CELOX OLYMPOS

LIMITED CLASS A2 21.71 73,767 0.42%

IDI EM SAPPHIRE

INVESTMENT SARL CLASS A 1,700.00 54,94,579 31.45%

SAMARA CAPITAL

PARTNERS FUND II

LIMITED CLASS A 1,600.00 57,44,813 32.88%

SAMARA CAPITAL

PARTNERS FUND II

LIMITED CLASS A2 159.30 5,70,101 3.26%

SAMARA CAPITAL

MANAGEMENT LIMITED CLASS C 751.00 8,37,931 4.80%

Total 1,74,71,576 100.00%

Note: Samara Capital Management Limited has 1 Class B share, which have 100% voting rights and no

economic rights

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Part B: As on the Closing Date*:

# of

Company

shares

Allocation of

Target

Company

shares held by

Company

% Effective

economic

right in

Company

SCHRODER ADVEQ ASIA

III L.P. CLASS A 300.00 10,17,940 3.52%

SCHRODER ADVEQ cPI

GLOBAL 2014-2016 CLASS A 300.00 10,17,940 3.52%

SCHRODER ADVEQ

GLOBAL L.P. CLASS A 300.00 10,17,940 3.52%

CELOX OLYMPOS

LIMITED CLASS A 500.00 16,96,565 5.86%

CELOX OLYMPOS

LIMITED CLASS A2 21.71 73,767 0.26%

SAMARA CAPITAL

PARTNERS FUND II

LIMITED CLASS A 1,600.00 57,44,813 19.86%

SAMARA CAPITAL

PARTNERS FUND II

LIMITED CLASS A2 159.30 5,70,101 1.97%

SAMARA CAPITAL

MANAGEMENT LIMITED CLASS C 751.00 18,12,598 6.27%

KARIKALA (MAURITIUS)

LTD CLASS A3 1,700.00 54,94,579 18.99%

KARIKALA (MAURITIUS)

LTD CLASS A4 382.386 8,68,549 3.00%

PERGO COMPANY

LIMITED CLASS A5 78.429 2,74,652 0.95%

TR CAPITAL III

MAURITIUS III CLASS A6 1,333.30 46,69,072 16.14%

NEWQUEST ASIA FUND

IV (SINGAPORE) PTE.

LTD. CLASS A7 1,333.30

46,69,072 16.14%

Total 2,89,27,588 100.00%

*Assuming completion of the SFL Secondary Acquisition and subscription of the SFL Subscription Shares

(each, as defined under the Sapphire India Shareholders’ Agreement) Note: Samara Capital Management Limited has 1 Class B share, which have 100% voting rights and no

economic rights.

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Part C: As Contemplated on the Date of the Final Price Band Notice (pursuant to the Sapphire India Shareholders’ Agreement):

# of Company

shares

Allocation of

Target

Company

shares held by

Company

% Effective

economic

right in

Company

SCHRODER ADVEQ

ASIA III L.P. CLASS A 300.00 10,17,940 3.42%

SCHRODER ADVEQ

cPI GLOBAL 2014-2016 CLASS A 300.00 10,17,940 3.42%

SCHRODER ADVEQ

GLOBAL L.P. CLASS A 300.00 10,17,940 3.42%

CELOX OLYMPOS

LIMITED CLASS A 500.00 16,96,565 5.70%

CELOX OLYMPOS

LIMITED CLASS A2 21.71 73,767 0.25%

SAMARA CAPITAL

PARTNERS FUND II

LIMITED CLASS A 1,600.00 57,44,813 19.32%

SAMARA CAPITAL

PARTNERS FUND II

LIMITED CLASS A2 159.30 5,70,101 1.92%

SAMARA CAPITAL

MANAGEMENT

LIMITED CLASS C 751.00 26,24,586 8.83%

KARIKALA

(MAURITIUS) LTD CLASS A3 1,700.00 54,94,579 18.48%

KARIKALA

(MAURITIUS) LTD

CLASS A4 382.386 8,68,549 2.92%

PERGO COMPANY

LIMITED CLASS A5 78.429 2,74,652 0.92%

TR CAPITAL III


NEWQUEST ASIA

FUND IV

(SINGAPORE) PTE.

LTD. CLASS A7

1,333.30 46,69,072 15.70%

Total 2,97,39,576 100.00%


economic rights.

*Assuming that 267,804 Equity Shares by gifted by GS to SFL. The exact number of Equity Shares shall be as per the Sapphire India Shareholders’ Agreement.

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Part D: In the event the Target Company IPO is not undertaken

# of Company

shares

Allocation of

Target

Company

shares held by

Company

% Effective

economic

right in

Company

SCHRODER ADVEQ

ASIA III L.P. CLASS A 300.00 10,17,940 3.60%

SCHRODER ADVEQ

cPI GLOBAL 2014-2016 CLASS A 300.00 10,17,940 3.60%

SCHRODER ADVEQ

GLOBAL L.P. CLASS A 300.00 10,17,940 3.60%

CELOX OLYMPOS

LIMITED CLASS A 500.00 16,96,565 6.00%

CELOX OLYMPOS

LIMITED CLASS A2 21.71 73,767 0.26%

SAMARA CAPITAL

PARTNERS FUND II

LIMITED CLASS A 1,600.00 57,44,813 20.33%

SAMARA CAPITAL

PARTNERS FUND II

LIMITED CLASS A2 159.30 5,70,101 2.02%

SAMARA CAPITAL

MANAGEMENT

LIMITED CLASS C 751.00 11,49,401 4.07%

KARIKALA

(MAURITIUS) LTD CLASS A3 1,700.00 54,94,579 19.44%

KARIKALA

(MAURITIUS) LTD

CLASS A4 382.386 8,68,549 3.07%

PERGO COMPANY

LIMITED CLASS A5 78.429 2,74,652 0.97%

TR CAPITAL III


NEWQUEST ASIA

FUND IV

(SINGAPORE) PTE.

LTD. CLASS A7

1,333.30 46,69,072 16.52%

Total 2,82,64,391 100.00%


economic rights.

*Assumes that that buyback of 663,197 shares SFIL shares held by SFIL has been bought back by SFL, as

contemplated under the SFIL Shareholders agreement has been completed.

**Economic right of 4,27,367 shares allocated to Samara Capital Management Limited, shall be with IDI EM

Sapphire Investment SARL basis arrangement between both parties in the event IPO in not undertaken.

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SCHEDULE 4 DETAILS OF LOCK-IN SHARES

SEBI LOCK-IN

Allocation of

SEBI Lock-in

shares offered

by Company

% Effective

economic right

in Company

Proportionate

stake in Target

Company

KARIKALA (MAURITIUS) LTD 47,72,346 16.50% 7.38%

TR CAPITAL III MAURITIUS III 23,17,997 8.01% 3.59%

NEWQUEST ASIA FUND IV

(SINGAPORE) PTE. LTD.

23,17,997 8.01% 3.59%

PERGO COMPANY LIMITED 1,36,353 0.47% 0.21%

SAMARA CAPITAL MANAGEMENT

LIMITED

22,56,782 7.80% 3.49%

Total 1,18,01,475 40.80% 18.26%

*Effective economic right in the Company and Proportionate Stake in the Target Company calculated on the

date of the Final Price Band Notice (issued pursuant to the Sapphire India Shareholders’ Agreement), assuming

shareholding pattern is as contemplated in Part C of Schedule III.

YUM LOCK-IN

Allocation of

Yum Lock-in

shares offered

by Company

% Effective

economic right

in Company

Proportionate

stake in Target

Company

KARIKALA (MAURITIUS) LTD 63,63,128 22.00% 9.85%

TR CAPITAL III MAURITIUS III 30,90,662 10.68% 4.78%

NEWQUEST ASIA FUND IV

(SINGAPORE) PTE. LTD.

30,90,662 10.68% 4.78%

PERGO COMPANY LIMITED 1,81,804 0.63% 0.28%

SAMARA CAPITAL MANAGEMENT

LIMITED

23,56,782 8.15% 3.65%

Total 1,50,83,038 52.14% 23.34%

*Effective economic right in the Company and Proportionate stake in the Target Company calculated on the date

of the Final Price Band Notice (issued pursuant to the Sapphire India Shareholders’ Agreement), assuming

shareholding pattern is as contemplated in Part C of Schedule III.

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SCHEDULE 5

DEED OF ADHERENCE

THIS DEED OF ADHERENCE is made on [●]

BY [●] of (the "Covenantor") in favor of [●], the persons whose names are set out in the Appendix to

this Deed and is supplemental to the Shareholders Agreement, dated [____] between Sapphire Foods

Mauritius Limited, Schroder Adveq Asia III L.P., Schroder Adveq cPl Global 2014-2016, Schroder

Adveq Global L.P., Celox Olympus Limited, Samara Capital Partners Fund II Limited, Samara Capital

Management Limited, Karikala (Mauritius) Limited, TR Capital III Mauritius III, NewQuest Advisors

(Singapore) Pte. Ltd and Pergo Company Limited (the "Shareholders Agreement") entered into

pursuant to Clause 6.1 (Deed of Adherence) thereof.

THIS DEED WITNESSES as follows:

(1) The Covenantor confirms that it has been given and read a copy of the Shareholders

Agreement and hereby agrees for the benefit of each person named in the Appendix to this

Deed and each other person who, after the date, of this Deed, executes a deed of adherence to

the Shareholders Agreement substantially in the form set out in Schedule 5 thereof that it shall

have the rights and be subject to the obligations of a [insert name of relevant transferor] under

the terms of the Shareholders Agreement.

(2) The Covenantor, by execution of this Deed, makes the representations and warranties

contained in Clause 2 of the Shareholders Agreement in respect of the Covenantor for the

benefit of the other parties to the Shareholders Agreement, provided that such representations

and warranties shall be made as of the date of this Deed and not as of the date of the

Shareholders Agreement.

(3) This Deed, and all non-contractual obligations arising out of or in connection with it, shall be

governed by the laws of Mauritius.

IN WITNESS WHEREOF this Deed has been executed by the Covenantor and is intended to be and

is hereby delivered on the date first above written.

Executed and Delivered as a deed by

[Covenantor]

acting by

Signature Name of Director

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SCHEDULE 6

CLASS C ADDITIONAL RETURN CALCULATION ILLUSTRATION

All Amounts in US$

Total Amount invested1

3,41,19,900

Add: Transaction expenses

5,97,098

Add: Organizational Expenses (assuming US$60K of the US$70K cap is spent)

60,000

CC Total Cost 3,47,76,998

IPO prior to July 2022 No IPO by July 2022

Case I Case II Case III Case IV Case V Case VI Case I Case II Case III Case IV Case V

Example MoIC

Threshold not met

IRR Threshold not

met

Thresholds partially met and carry can be partially

paid

All Thresholds

met

Exit post term end but

within 12 months

Exit post 7 years

Threshold not met

Thresholds partially met and carry can be partially

paid

All Thresholds

met

Exit post term end but

within 12 months

Exit post 6 years

Tranche I - Exit of Partial Stake post IPO

Hold Period from Date of Investment

2 years 3 years 2 years 2 years 2 years 2 years

Gross proceeds from Asset sale in Tranche I

2,00,00,000 1,00,00,000 2,50,00,000 3,00,00,000 3,00,00,000 4,00,00,000

Less: Assumed Exit related non tax costs (0.5% of Gross Proceeds)

1,00,000 50,000 1,25,000 1,50,000 1,50,000 2,00,000

Proceeds post exit costs from Asset sale in Tranche I

1,99,00,000 99,50,000 2,48,75,000 2,98,50,000 2,98,50,000 3,98,00,000

1 Please note that the Total Amount Invested as per the excel sheet will be updated to reflect the actual amount invested.

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Advisory Compensation paid after exit of partial stake in Tranche I

0 0 0 0 0 0

Tranche II - Exit of Complete Stake

Hold Period from Date of Investment

4 years 6 years 4 years 5 years 7 years 8 years 2 years 5 years 4 years 6 years 7 years

Advisory Compensation Rate Applicable

15.00% 15.00% 15.00% 15.00% 11.25% 0.00% 15.00% 15.00% 15.00% 11.25% 0.00%

Gross proceeds from Asset sale in Tranche II (Assuming Second tranche is last tranche)

4,00,00,000 6,50,00,000 4,75,00,000 5,00,00,000 5,00,00,000 5,00,00,000 6,00,00,000 7,20,00,000 8,00,00,000 9,00,00,000 9,50,00,000

Less: Assumed Exit related non tax costs (1.5% of Gross Proceeds)

6,00,000 9,75,000 7,12,500 7,50,000 7,50,000 7,50,000 9,00,000 10,80,000 12,00,000 13,50,000 14,25,000

Add: Proceeds post exit costs from Asset sale in Tranche I

1,99,00,000 99,50,000 2,48,75,000 2,98,50,000 2,98,50,000 3,98,00,000

A

Proceeds post exit costs from Asset sale in Tranche I and Tranche II

5,93,00,000 7,39,75,000 7,16,62,500 7,91,00,000 7,91,00,000 8,90,50,000 5,91,00,000 7,09,20,000 7,88,00,000 8,86,50,000 9,35,75,000

B

Advisory Compensation, if thresholds were met post payment of Advisory Compensation

36,78,450 58,79,700 55,32,825 66,48,450 49,86,338 0 36,48,450 54,21,450 66,03,450 60,60,713 0

Net Proceeds if Compensation basis B was paid (A-B)

5,56,21,550 6,80,95,300 6,61,29,675 7,24,51,550 7,41,13,662 8,90,50,000 5,54,51,550 6,54,98,550 7,21,96,550 8,25,89,287 9,35,75,000

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MoIC Threshold (2.0x) 6,95,53,997 6,95,53,997 6,95,53,997 6,95,53,997 6,95,53,997 6,95,53,997 6,95,53,997 6,95,53,997 6,95,53,997 6,95,53,997 6,95,53,997 IRR Threshold (15%) 5,43,97,358 7,52,58,604 5,27,90,401 5,43,83,460 6,23,07,927 5,40,94,029 4,59,92,580 6,99,48,965 6,08,25,187 8,04,41,310 9,25,07,507

C Applicable Hurdle 6,95,53,997 7,52,58,604 6,95,53,997 6,95,53,997 6,95,53,997 6,95,53,997 6,95,53,997 6,99,48,965 6,95,53,997 8,04,41,310 9,25,07,507

Check if (A-B)>C No No No Yes Yes Yes No No Yes Yes Yes

D

Actual Advisory Compensation paid after exit of complete stake in Tranche II

0 0 21,08,504 66,48,450 49,86,338 0 0 9,71,035 66,03,450 60,60,713 0

Note: Exit related costs include commission, brokerage , advisory, legal fees, stamp duties etc.

IRR Threshold Calculation

15.0% 15.0% 15.0% 15.0% 15.0% 15.0% 15.0% 15.0% 15.0% 15.0% 15.0%

31-07-2021 -3,47,76,998 -3,47,76,998 -3,47,76,998 -3,47,76,998 -3,47,76,998 -3,47,76,998 -3,47,76,998 -3,47,76,998 -3,47,76,998 -3,47,76,998 -3,47,76,998 30-07-2023 1,99,00,000 2,48,75,000 2,98,50,000 2,98,50,000 3,98,00,000 4,59,92,580

30-07-2024 99,50,000 30-07-2025 3,44,97,358 2,79,15,401 6,08,25,187 30-07-2026 2,45,33,460 6,99,48,965 30-07-2027 6,53,08,604 8,04,41,310 30-07-2028 3,24,57,927 9,25,07,507

30-07-2029 1,42,94,029 IRR (Check) 15.0% 15.0% 15.0% 15.0% 15.0% 15.0% 15.0% 15.0% 15.0% 15.0% 15.0%

This signature page forms an integral part of the Shareholders’ Agreement for Sapphire Foods Mauritius Limited.

IN WITNESS WHEREOF, the Parties hereto, acting through their duly authorized representatives, have

caused this Agreement to be signed in their respective names, as of the date first above written.

_____________________

For and on behalf of SAPPHIRE FOODS MAURITIUS LIMITED

Name : Gulshan Raj Ramgoolam

Designation : Director




_________________________

For and on behalf of SCHRODERS CAPITAL PRIVATE EQUITY ASIA III L.P.

Name :

Designation :

**by Schroders Capital Private Equity Asia Management III L.P., its general partner by Schroders Capital Management (Jersey) Ltd, its general partner

Viswanathan Parameswar Monika Pinel

Authorized signatoryDirector




___________________________

For and on behalf of SCHRODERS CAPITAL CPL GLOBAL 2014-2016 C.V.

Name :

Designation :

*by Schroders Capital cPl Global Management II L.P., its general partner by Schroders Capital Management (Curaçao) N.V., its general partner

Sven GasserManaging Director

Monika PinelProxy Holder

*




_______________________

For and on behalf of SCHRODERS CAPITAL PRIVATE EQUITY GLOBAL L.P.

Name :

Designation :

**by Schroders Capital Private Equity Global Management L.P., its general partner by Schroders Capital Management (Jersey) Ltd, its general partner

Viswanathan Parameswar Monika PinelDirector Authorized Signatory




__________________________

For and on behalf of SAMARA CAPITAL PARTNERS FUND II LIMITED

Name : Dilshaad Rajabalee





________________________

For and on behalf of SAMARA CAPITAL MANAGEMENT LIMITED

Name : Dilshaad Rajabalee





_________________________

For and on behalf of PERGO COMPANY LIMITED

Name : Billy Chiu

Designation : Authorized Signatory