SHARE

HOLDERS
AGREEMENT
THIS SHARE HOLDERS AGREEMENT (this " Agreement") is executed on this ____ day of
__________,

BETWEEN

_______________ LTD., a limited company duly incorporated under the companies Act and having
its registered office at ____________ ("Indian Company"),

AND

___________________, a corporation organized under the laws of the _______________ and

having its registered address at __________ ("Foreign Company")

(each of the foregoing parties being hereinafter referred to individually as a "Principal Shareholder"
and collectively as the "Principal Shareholders") and, solely for the purposes of Articles 2, 8 and 12
hereof, ___________, an Affiliate corporation of FOREIGN COMPANY organized under the laws of
the State of ____, ("Affiliate");

WITNESSETH:

WHEREAS Indian Company, acting through the shareholders shown on the attached Schedule 1
(the "Promoters") has formed _______, a limited company duly incorporated under the Companies
Act and having its registered address at __________ (the "Company"), for which a Certificate of
Incorporation was issued on _______ pursuant to the Memorandum and Articles of Association
dated _________;

WHEREAS Indian Company and FOREIGN COMPANY have agreed to subscribe to become the
Principal Shareholders in the Company at the respective percentage of equity shareholdings set
forth opposite their names on schedule 2 attached hereto;

WHEREAS Indian Company and FOREIGN COMPANY intend to conduct through the Company all
aspects of the business of ______________ as provided for herein;

WHEREAS each of the Principal Shareholders has agreed to be bound by the terms and conditions
set forth in this Agreement, which provides for, among other things, the responsibilities of the
Principal Shareholders in connection with fulfillment of the objectives of the Company, the captain
structure of the company, mutual restrictions on the transfer of Shares and corporate governance;
and

WHEREAS, AFFILIATE intends to support and be responsible for certain obligations of FOREIGN
COMPANY under this Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants and promises
contained in this Agreement, the Principal Shareholders (and, in respect of Articles 2, 8 and 12,
AFFILIATE) agree as follows:

ARTICLE 1

DEFINITIONS

As used in this Agreement, each of the following terms shall have the meaning set forth below
unless a contrary intention appears form the context:

"Agreement" shall mean this Agreement as may be amended or supplemented from time to time
in accordance with the requirements contained herein.

"Affiliate" shall mean, with respect to any Person, any other Person who (a) owns or controls the
first Person, (b) is owned or controlled by the first Person or (c) is under common control or
ownership with the first Person, where "own" means ownership of more than fifty percent (50%)
of the equity interests or rights to distributions on account of equity of the Person and "control"
means the power to direct the day to day management or policies of the Person, whether through
the ownership of voting securities, by contract or otherwise.

"Annual Budget" shall have the meaning set forth in Section 7.2 of this Agreement.

"Articles of Association" shall mean the Articles of Association of the Company as may be
amended or supplemented form time to time.

"Auditor" shall have the meaning set forth in Section 9.6 hereof.

"Board of directors" shall mean the Board of directors of the Company.

"Break-up Value" shall mean the aggregate break-up value as determined from the audited
balance sheet as of the date under consideration. The break-up value shall be the total sum of
paid -up value, reserves and undistributed profits, minus accumulated losses, if any, deferred
revenues and potential liabilities (including reserves representing a fair estimate of (I) existing
potential liabilities not provided for in audited balance sheets and (ii) account exposure and other
associated liabilities arising out of, or that could reasonably be expected to result from, the
circumstances which give rise to the determination of such break-up value shall be divided by the
total number of paid -up shares constitution the then paid-up capital.

"Business Day" shall mean a day other than a Saturday, Sunday or a statutory holiday in India or
any other day on which commercial banks in ________________ (India as well as Foreign Country
to which the Foreign Company belongs) are authorized or required by law to be closed.

"Chairman" shall have the meaning set forth in Section 6.3 hereof.

"Companies Act" shall mean the Indian Companies Act of 1956, as amended.

"Corporate Documents" shall mean the Memorandum of Association and the Articles of
Association.

"Effective Date" shall mean the date of the execution of this Agreement.

"FIPB" shall mean the FOREIGN INVESTMENT PROMOTION BOARD.

"GAAP" shall have the meaning set forth in Section 9.5 hereof.

"GOI" shall mean the Government of India, including any agency, ministry, department,
instrumentality, court, tribunal or legislative body thereof.

"Initial Budget and Business Plan" shall mean, on the Effective Date, one or more other
financial institutions as mutually agreed by Indian Company and FOREIGN COMPANY to whom
Shares of the Company will be issued or whom the Company shall form time to time designate to
purchase shares, subject to the execution of a Subscription Agreement.

"Managing Director" shall mean the designated Managing director of the company as appointed
by the Board of Directors in accordance with Section 6.12 of this Agreement.

"Memorandum of Association" shall mean the Memorandum of association of the Company as

may be amended or supplemented from time to time.

"Minimum Ownership Interest" shall have the meaning set forth in subsection 4.3 (c) hereof.

"Month" shall mean a calendar month.

"Offer Price" shall have the meaning set forth in subsection 5.2 (a) hereof:

"Offered Shares " shall have the meaning set forth in subsection 5.2 (a) hereof;

"Option Notice" shall have the meaning set forth in subsection 5.2 (a) hereof.

"Person" shall mean any individual, corporation, partnership, limited liability company, joint
venture, unincorporated organization or similar entity, or a governmental authority.

"Preference Shares" shall mean those shares issued by the company form time to time that will
have a preferential right over the other classes of Shares in accordance with the requirements of
the Companies Act.

"President" shall mean the President of the company as may be appointed by the Board of
Directors.

"Principal Shareholders" shall mean Indian Company and FOREIGN COMPANY and any of their
respective beneficial successors in interest, permitted transferees and assigns who may become
party to this Agreement by addendum, amendment or otherwise.

"Promoters" shall have the meaning set forth in the first recital of this Agreement.

"Pro Rata" shall mean, with respect to either money or shares as the context requires, the ratio of
shares owned by a Principal shareholder exercising its rights or fulfilling its obligations under this
Agreement to the Shares owned by all Principal shareholders exercising such rights or fulfilling
such obligations.

"RBI" shall mean the Reserve Bank of India.

"ROI" shall mean the Republic of India.

"Selling Principal Shareholder" shall have the meaning set forth in subsection 5.2 (a) hereof.

"Shares" shall mean the equity shares of the Company.

"Subscription Agreement" shall mean an agreement for subscription for shares in The Company,
in a form as mutually agreed by the Principal Shareholders.

"Suitable Investor" shall mean a Person (other than an affiliate or the Institutional Investors to
be mutually agreed by the Principal shareholders to whom shares of the Company will be issued
from time to time, subject to the execution of a Subscription Agreement).

"Term" shall have the meaning set forth in Section 3.1 hereof.

"Third-Party Transferee" shall have the meaning set forth in subsection 5.2.

and

"Transfer" shall mean, with respect to any Shares, any direct or indirect transfer, sale, transfer,
assignment, pledge, hypothecation, encumbrance or other disposition by any Person of such
shares;

ARTICLE 2
PURPOSE AND CONSTRUCTION

2.1 ‘Principal Shareholders Rights and Obligation’

(a) This agreement is intended to set forth the purpose and objectives of the Company and the
Principal Shareholders rights and obligations among themselves and with respect to the Company.

(b) Indian Company confirms that the copies of the Corporate Documents attached hereto as
Schedule 3 are accurate and complete copies of the Corporate Documents as in full force and
effect on the Effective Date. The Principal Shareholders shall cause the Memorandum of
Association and Articles of Association as in effect on the date hereof to be amended as required
consistent with the terms of this Agreement.

2.2 Closely Held Company. During the Term hereof, the Principal Shareholders intend for the
Company to be a Closely Held Company under the Companies Act. Accordingly, the right to
Transfer shares shall be restricted in the manner and to the extent set forth in this Agreement and
the subscription Agreement.

2.3 Purpose of Company

(a) Subject to the terms and conditions of this Agreement and to the Initial Budget and Business
Plan and all subsequent Annual Budgets, the Principal Shareholders acknowledge and agree that
the primary purposes of the Company shall be to undertake:

(i)

(ii)

(iii)

(iv)

(b) The Company may also undertake the following secondary activities, subject to the conditions
of section 6.9 hereof;

(i)

(ii)

(A)

(B)

(C)

(D)

(c) The Principal Shareholders shall use their best efforts at all times to promote the business and
activities of the Company.

(d) The Principal shareholders shall manage the company through the Board of Directors to
achieve sustainable relationships and long-term profitability.

(e) The Principal Shareholders undertake to engage in all other necessary or desirable activities
and efforts to assist the Company in fulfilling its purpose and objective as stated in this Agreement
and complying with all applicable laws, rules, and regulations in accordance with Companies Act.

(f) Indian Company acknowledges that FOREIGN COMPANY’s investment in Company as a Principal
Shareholder is subject to receipt of all necessary approvals under the law and regulations of the
______________ (the foreign country) and to receipt of FIPB approval for foreign investment and
RBI approval as to the subscription for shares an nomination of directors, and agrees to provide all
reasonable assistance that may be required by FOREIGN COMPANY in connection therewith.
(g) All applications and other documents concerning the Principal Shareholders and the Company
that are required to be submitted to any authorities of the GOI shall not be submitted unless
reviewed and approved by the Board of Directors, other than routine documents or reports
submitted in the ordinary course of business.

2.4 Responsibilities. The Principal Shareholders agree that in order to fulfill the objects of the
Company:

(a) Indian Company shall assist in the following area:

(i) providing facilities, resources and services for the Company’s offices and operations;

(ii) Providing the capital funding for bona fide business expenses necessary to incorporate the
Company and initially operate the business, up to Rs. ___ million to be credited toward the capital
contribution required from Indian Company pursuant to Section 4.3 hereof in respect of its
subscription for Shares; provided that if the subscription for shares hereunder fails to occur,
FOREIGN COMPANY agrees to reimburse Indian Company for its pro rata share of such expenses;

(iii) Marketing of the company ‘s services in India:

(iv) To the best of its ability, obtaining of all necessary permits, licenses and other authorizations
form the GOI, in so far as these are or become necessary for the purposes of establishing and
operating the Company; and

(v) Assisting foreign personnel or other foreign employees of the Company in particular in
obtaining the necessary official authorizations, including appropriate visas, work permits and
residence permits.

(b) Indian Company shall also use reasonable commercial efforts to cause the financial institutions
or other Institutional Investors or qualified Person to assist in providing:

(i) Funds for operation of the Company;

(ii) Coordination with FOREIGN COMPANY for systems, procedures, policies and approval
procedures for the Company;

(iii) A legal framework and documentation, with respect to policy, in coordination with the officer
appointed pursuant to Section 6.13 hereof;

(iv) Coordination with the RBI and other authorities of the GOI in Bombay:

(v) Marketing of the Company’s services; and

(vi) Training of personnel.

(c) AFFILIATE, for itself and on behalf of FOREIGN COMPANY, shall assist through on-shore and
off-shore activities in the following areas:

(i) Providing advice on software and system support;

(ii) Providing technical know-how procedures and documentation;

(iii) Training of Company personnel;

(iv) Providing personnel to draft, implement and monitor the Company’s policies;

(v) International sourcing and resources for finding new business leads internationally;

(vi) Providing other technology, processes, procedures and services as required and agreed by the
Principal Shareholders; and

(vii) Arranging finances for export factoring.

2.5 Principal Shareholder Services. Indian Company and FOREIGN COMPANY (through itself or an
Affiliate) shall each maintain certain management and service abilities, know-how, marketing and
other skills so as to assist the Company on an on going basis to achieve its business purpose. The
Company shall provide for payment for such skill and services (including those skills and services
provided for in Section 2.4 hereof and all out-of-pocket expenses) as approved by the Board of
Director’s on a case-to-case basis. Except as provided for herein, the Company shall not be
obligated to enter into any agreements or arrangements with any Principal Shareholder or Affiliate
thereof regarding the supply of services and /or goods, The Board of Directors shall, at all times,
retain the discretion to contract with third Persons fore the provision of goods and services.

ARTICLE 3

TERM

3.1 Term . The term (the "Term") of this Agreement shall commence on the Effective Date and
shall expire upon the earlier of (i) the dissolution or liquidation of the Company, (ii) consummation
of an initial public offering, except to the extent provided in subsection 4.3 (d) hereof, (iii) the
mutual Agreement of the Principal Shareholders and (iv) termination of this Agreement pursuant
to Section 10.2 hereof.

ARTICLE 4

CAPITAL STRUCTURE OF COMPANY

4.1 Authorized Share Capital. As of the date hereof, Indian Company confirms that the authorised
share capital of the Company is Rs. ________________ (Rupees ________________ only)
divided into ________________ equity shares of Rs. 10 each (Rs. Ten only). Indian Company
further represents that there are no other authorized, issued or outstanding Shares or classes or
Series of Shares, options, warrants or rights to purchase Shares of or any securities convertible
into or exchangeable for, any class or Shares of the Company. Each subscribed and fully paid-up
Share entitles the Principal shareholder thereof to a single vote.

4.2 Classes of Shares. There shall initially be only one class of issued and outstanding shares.
However, the Company retrains the option under the Articles of Association to issue Preference
Shares at a later date in accordance with applicable and the terms of this Agreement.

4.3 Subscription and Equity Participation. (a) The subscription amounts and shareholding
percentage of the Principal shareholders in the company shall be as set forth on Schedule 2. The
principal Shareholders agree that ___________ shall be the initial Institutional Investor, holding
the shareholding percentage of the Company set forth on Schedule 2. Unless otherwise agreed by
the Principal Shareholders, the Institutional Investors shall not own more than ____% of the
outstanding shares of the Company and the Suitable Investors singularly or in the aggregate shall
not won more than ____% of the outstanding Shares of the Company. All purchases of Shares by
the principal Shareholders shall be made pursuant to this Agreement. All purchases of Shares by
Institutional Investors or other Suitable Investors shall be made pursuant to a Subscription
Agreement.

(b) Indian Company acknowledges that FOREIGN COMPANY’s subscription and equity participation
in the Company is subject to receipt of approvals from the FIPB and the RBI and any necessary
approvals required under applicable laws and regulations of the _____________.

(i) Within ninety (90) days of the receipt of the necessary approvals for the making of the Principal
Shareholders’ initial capital contribution, Indian Company shall cause the Promoters to cause the
Company to complete all formalities, including, but not limited to, issuing to the Principal
Shareholders, the Institutional Investors (upon execution of their respective Subscription
Agreement) and any other Suitable investors, (upon execution of their respective Subscription
Agreements), the relevant, respective Share certificates against receipt of their necessary
subscription amounts, such shares to be issued free and clear of any right, lien, encumbrance or
claim whatsoever, and Indian Company shall further cause the recording of such shareholdings in
the Company shareholders’ register. Indian Company shall cause the Promoters to Transfer their
Shares to Indian Company, such aggregate Shares to be included in determining Indian
Company’s shareholding percentage set forth on schedule 2.
(ii) In the event that FOREIGN COMPANY or the company (A) fails to obtain approval from the RBI
or other appropriate GOI authorities to engage in international factoring operations within eighteen
(18) months form the Effective Date or (B) any policies of the GOI having the force of law, or the
laws or regulations of the _____________, require FOREIGN COMPANY to divest part or all of its
Shares in the Company, then, in each such case, FOREIGN COMPANY shall be entitled or transfer
its Shares in the Company, to its nominee. If such arrangement is not effective to obtain the
necessary GOI approvals to engage in __________ or is not permitted by such policies or
applicable laws or regulations, as determined in FOREIGN COMPANY’s sole discretion, then Indian
Company shall be obligated to purchase FOREIGN COMPANY’s existing shareholding at the greater
of (x) the par value or (y) the Break-Up Value.

(c) Each Principal Shareholder shall at all times maintain a minimum shareholding percentage in
Company of ___%, or, if less, such lower percentage fully permissible by applicable laws to which
such Principal shareholder is subject or as otherwise agreed by the other Principal Shareholders in
writing (the "Minimum Ownership Interest") or prohibited by applicable law.

(d) In the event that the Company offers Shares in a public offering, the shareholding percentages
of the Principal Shareholders in Company shall not be less than their Minimum Ownership
Interests, subject to subsection 4.3(c). In such case, unless otherwise agreed by the Principal
Shareholders, this Agreement will survive with respect to and among the Principal Shareholders,
with such amendments or modifications as shall be mutually agreed to by the Principal
Shareholders.

4.4 Newly-issued shares. (a) The Company shall not issue or agree to issue any Share unless the
Company Shall have first obtained the consent of the Principal Shareholders pursuant to section
6.9 hereof. Upon receipt of such consent, all newly-issued Shares shall be subject to the right of
the existing shareholders to purchase such Shares under the Companies Act. The rights of any
shareholder with respect to any specific issue of Shares by the Company may be waived by such
shareholder in accordance with the Companies Act including an irrevocable waiver of its rights in
regard to such Shares under its Subscription Agreement.

(b) In the event any shareholder elects not to purchase any of the newly-issued Shares or has
waived its rights in respect thereof, the Principal Shareholders shall have the right to purchase
such non-purchasing shareholder’s Shares pro rata. This process shall continue until all of the
Principal Shareholders have had an opportunity to purchase all the newly-issued Shares.

4.5 Additional Shares. The Principal Shareholders shall have the right to purchase additional
Shares, pro rata, in accordance with the terms of this Agreement, any Subscription Agreement and
applicable law.

ARTICLE 5

RESTRICTIONS ON TRANSFER OF SHARES

5.1 Restrictions on Share Transfer. During the Term of this Agreement, no Principal Shareholder
may Transfer any or all of its Shares; now on hereafter owned by it, other than pursuant to the
terms of this Agreement.,

5.2 Right of First Refusal. (a) If any Principal Shareholder shall otherwise desire to effect a
Transfer of any or all of its Shares, then it (the "Selling Principal shareholder") shall give notice to
the non-selling Principal Shareholder (s) and the Company of such proposed Transfer (the "Option
Notice"). The Option Notice shall describe the proposed transferee (the "Third-Party Transferee"),
the number of shares proposed to be transferred (the "Offered Shares"), the price per share (the
"Offer Price"), evidence of the Third-Party transferee’s financial ability to pay the price per share of
the Offered Shares and all other material terms and conditions of the proposed Transfer, and also
shall be accompanied by a copy of the firm offer of the Third-Party Transferee to purchase the
Offered Shares at the Offer Price, stating that such offer shall be irrevocable for a period of thirty
(30) days.

(b) For a period of fifteen (15) consecutive days following its receipt of such Option Notice , the
non-selling Principal Shareholder (s) shall have the irrevocable option, subject to the condition set
forth in subsection 5.2 (c) below , to purchase, pro rata, the Offered Shares at the Offer Price.
(c) Notwithstanding the foregoing, the Selling principal Shareholder shall not be required to sell
any of the Offered Shares to the participating Principal Shareholder (s) pursuant to the options
described in subsection 5.2 (b) above unless an irrevocable option has been expressly exercised by
the participating Principal Shareholder (s) to purchase all of the Offered Shares.

(d) In the event that the participating Principal shareholder (s) exercises its option to purchase all
of the Offered Shares pursuant to subsection 5.2 (b) above, then a closing shall be held with
respect to such purchase within fifteen (15) days after the date upon which the options shall have
been exercised by the participating Principal Shareholder (s) to purchase all of the Offered Shares
or on such other date as the Selling Principal Shareholder and the participating Principal
Shareholder (s) shall mutually agree. Upon such closing, the Selling Principal Shareholder shall
deliver to the participating principal Shareholder (s) certificates representing the Offered Shares,
which Shares shall be free and clear of any right, lien, encumbrance or claim whatsoever together
with the full rights which the Selling Principal Shareholder had in relation to such Shares, endorsed
in the name of the transferee, against receipt of payment in accordance with the terms contained
in the Option Notice.

(e) In the event that the non-selling Principal shareholder(s) has not exercised its option to
purchase, in the aggregate, all of the Offered Shares pursuant to subsection 5.2 (b), the Selling
principal Shareholder shall, within fifteen (15) days after the expiration of the option period, sell all
(but not less than all) of the Offered Shares to the Third-Party Transferee at the Offer Price and
otherwise in accordance with Section 5.3 hereof and on terms no more favorable than those set
forth in the Option Notice. A failure to complete such sale to the Third-Party Transferee shall be
considered a breach of a material obligation by the Selling Principal shareholder in accordance with
Section 10.1 hereof. Subject to the provisions of Section 10.2 hereof, Offered Shares not sold to
the Third-Party Transferee shall remain further subject to this Article 5 in all respects.

(f) Subject to Section 5.8, the Board of Directors shall register the Transfer in the name of the
purchasing Shareholder or the Third -Party Transferee, as the case may be.

5.3 Conditions to Transfer. Any Transfer permitted by this Article 5 is subject to the fulfillment at
or prior to the consummation thereof, of each of the following conditions:

(a) The transferee and Selling Principal Shareholder shall enter into an instrument of transfer
pursuant to which (I) the transferee shall have adopted and agreed in writing to be bound buy the
provisions of this Agreement and agreed to pay all reasonable legal expenses incurred by the
Company in the preparation of all documents and instruments necessary to effect such transfer
and amend this agreement, (ii) the transferee shall have acknowledged and expressly agreed to
assume all liabilities and obligations of the Selling Principal Shareholder hereunder and (iii) the
transferee shall have entered into the commitment to this Agreement referred to in section 13.16
and such amendments or addendum’s shall have become effective;

(b) All necessary approvals from the GOI or any other government authority in the ___________
(foreign country) or otherwise having jurisdiction over the Company or any of the Principal
Shareholders shall have been obtained;

(c) Such transaction will not violate GOI or ___________(foreign country) federal, state or local
securities, banking or other applicable laws or regulations of any governmental agency or authority
with jurisdiction over the Company or any of the Principal Shareholders, and will be in compliance
with an applicable requirements and provisions thereunder; and

(d) Such transaction is not prohibited by and does not violate the Company’s Corporate
Documents, or any contract, agreement or instrument to which the Company is a party or by
which its property is bound.

5.4 Limited Transfer. Subject to it Minimum Ownership Interests, prior to an initial public offering,
any Principal Shareholder may Transfer a limited number of Shares to Institutional Investors or
Suitable Investors, subject to compliance with this Article 5 (other than subsection 5.3 (a) ) and
the execution of a Subscription Agreement by the transferee of such Shares.

5.5 Transfer to Affiliates. Notwithstanding the provisions of section 5.3 hereof , any principal
Shareholder may Transfer its Shares, or any portion thereof, to an Affiliate entity of Indian
Company or FOREIGN COMPANY, as appropriate, subject to compliance with Sections 5.3 and 5.7
hereof.

5.6 Nominee. The rights of the Principal Shareholders under this Article 5 shall be non-assignable
except that FOREIGN COMPANY shall, at any time as a consequence of the circumstances set forth
in clause 4.3 (b) (ii), be entitled to assign its rights to the extent required to the nominee selected
in its sole discretion.

5.7 Transferee Qualifications. The Principal Shareholders covenant that they shall not Transfer or
permit to be Transferred any Shares to a competing party or to any Person who does not have the
financial capability to satisfy its financial commitments to the Company does not recognize any
such competing party or Person as a Principal Shareholder in the Company.

5.8 Refusal To Register. The Board of Directors shall refuse to register any sale, assignment,
transfer or other disposal of shares which does not comply with the provisions of this Article 5.

ARTICLE 6

CORPORATE GOVERNANCE

6.1 Board of Directors. The Board of Directors shall consist of seven (7) directors who shall be
elected upon the completion of the Share subscription set forth in Section 4.3 hereof. The Principal
Shareholders agree to vote all Shares owned of record or beneficially by them, with respect to
which they are entitled to exercise any voting power and to the full extent of such voting power,
whether such shares are presently owned or may be voted by them or such voting power, whether
such shares are presently owned or may be voted by them or become owned or may be voted by
the during the Term of this Agreement, as follows: (a) in favour of electing two (2) representatives
designated by Indian Company so long as Indian Company and its Affiliates collectively own its
Minimum Ownership Interest; and (b) in favor of electing two (2) representatives designated by
FOREIGN COMPANY, so long as FOREIGN COMPANY and its Affiliates collectively own its Minimum
Ownership Interest. Any Principal Shareholder (including its Affiliates) which ceases to own the
requisite number of share to designate directors under this Section 6.1 shall promptly take all
actions necessary to remove its designee (s).

6.2 Selection of Additional Directors. Except as provided in Section 6.1 above, all other directors
shall be appointed by the Board of Directors, as constituted.

6.3 Chairman. The chairman of the Board of Directors (the "Chairman") shall be elected by the
Board of Directors for the term designated by the Board of Directors. The Chairman shall be
permitted to succeed himself in the event the Board of Directors re-elects him. In the event the
Chairman does not, for whatever reason, complete such term, the Board of Directors may appoint
a successor Chairman to complete the balance of the term. the Chairman shall not be entitled to a
casting vote.

6.4 Vacancies. If a vacancy occurs on the board of Directors for any reason as to a director
designated and elected pursuant to Section 6.1, the principal shareholder that nominated the
departing director, in accordance with Section 6.1 above, shall cause their representatives on the
Board of Directors to nominate a replacement for such directorship and the Principal Shareholder
that nominated the departing director, in accordance with Section 6.1 above ,shall cause their
representatives on the Board of Directors to nominate a replacement for such directorship and the
Principal Shareholders agree to cause their respective nominee directors to vote, without
exception, for the election of such director as set forth in Section 6.1. If a vacancy occurs on the
Board of directors as to a director elected pursuant to Section 6.2, the vacancy shall be filled
according to the provisions of the Companies Act. The term of office for replacement directors shall
be for the remainder of the original term of the departing director.

6.5 Removal of Directors. Except in accordance with the requirements of the Companies Act, no
Principal Shareholder shall vote to remove the nominees of other Principal shareholder, unless
such removal is at the request of the Principal Shareholder that nominated such nominee for
election to the Board of Directors, in which case each Principal Shareholder shall vote for such
removal.

6.6 Board of Directors Meetings and Voting. There shall be at least one (1) regular meeting of the
Board of Directors each calendar quarter. Except as provided by this Section 6.6 and by Section
6.9 hereof, decisions shall be taken by a simple majority of a properly constituted quorum of the
Board of Directors on any matters on which the Board of Directors is empowered to act by the
Corporate Documents or applicable law. For purposes of this Section 6.6,a quorum shall consist of
one third (1/3) of the Board of Directors and shall include at least one (1) nominee director from
each Principal shareholder (including its Affiliates). No decision shall be taken by the Board of
Directors unless an affirmative vote of at least one of the nominee directors of each Principal
Shareholder (including its Affiliates) is cast in favor of such decision. A clear written notice of every
meeting of the Board or Directors shall be given at least seven (7) days in advance to every
director present for the time being in India at his address in India.

However, in the case of directors residing outside of India, notice of every meeting of the Board of
Directors shall also be given to such directors at their registered addresses in India. Such notice
shall be accompanied by the agenda setting out the business proposed to be transacted at the
meeting of the Board of Directors. Notice of the meetings of the Boards of Directors shall be given
to all directors in writing by telex, facsimile or cable and confirmed in writing by overnight courier
service.

6.7 Board of Directors expenses; Alternate Directors. Reasonable expenses of a director incurred
in India and for business class airfare to India to attend any Board of directors meeting shall be
reimbursed by the Company. The Board of Directors shall appoint alternate directors or such other
persons as may be allowed under the Companies Act, to act in the absence of the original director
who is absent from the place where the Board of Directors meetings are being held for a period
exceeding three (3) months. If such original director was nominated by a Principal shareholder,
then the person so appointed shall be selected by the Principal shareholder who had nominated
the original director.

6.8 Indemnification of Directors. Subject to Section w01 of the Companies Act, each Person who
was or is at any time a party or is threatened to be made a party to , or is involved in, any
threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that such Person is or was director of the Company, that
Person shall be indemnified and held harmless by the Company to the fullest extent permitted by
applicable law, except to the extent that any loss or expense incurred by such director is
determined by a court of competent jurisdiction to have resulted form the director’s gross
negligence pr willful misconduct. the right to indemnification conferred by this Section 6.8 shall
also include the payment by the Company of expenses incurred in connection with any such
action, suit or proceeding in advance of its final disposition with any such action, suit or proceeding
in advance of its final disposition to the fullest extent permitted by applicable law.

6.9 Shareholder Meetings and Voting. Shareholders’ meetings shall be called in accordance with
the provisions of Companies Act. The shareholders’ meetings may also be called by a resolution
passed by the Board of Directors. The Board of Directors shall notify each shareholder in writing of
the time and place of each shareholders’ meeting at least twenty-one (21) days in advance and
shall include with such notice a copy of the proposed agenda and the relevant; necessary
documentation. The composition of the shareholders’ meeting and the validity of the resolutions
adopted at the shareholders’ meeting shall be governed by the Corporate Documents and
applicable law. Shareholder decisions hall be made by a simple majority of the outstanding and
issued Shares, provided, however, that a vote representing seventy-five percent (75%) of the
issued and outstanding shares (unless a higher percentage is required by applicable law) shall be
required with respect to the following matters:

(a) amendments to the Corporate Documents or any other changes to the rights of Shareholder;

(b) diversification of the Company into a line of business unrelated to the activities specified in
subsections 2.3 (a) and 2.3 (b);

(c) authorization, issuance, reduction or sale of Shares or any Preference, Shares;

(d) the sale, transfer or lease of all or substantially all of the assets of the Company;

(e) the winding-up, dissolution or liquidation of the Company, except as otherwise required by
applicable law;

(f) the filing of a voluntary petition in bankruptcy or consenting to the filing of an involuntary
petition;

(g) the merger, consolidation or amalgamation of the Company with any other Person;

(h) the issuance of shares in connection with a rights offering of consideration other than for case;
and

(I) all other matters required by applicable law to be approved by at least seventy-five percent
(75%) (or as otherwise required by applicable law) of the Shareholders present and entitled to
vote at a meeting.

6.10 Circulation. A decision which may be taken at any meeting of the Board of Directors may also
be taken by circulation in accordance with applicable law.

6.11 Principal Shareholder Access . Principal Shareholder, or their designated accounting agents,
shall be permitted, at their own expense, to visit during regular business hours upon prior written
notice to the Company any of the premises where the business of the Company is conducted and
to have reasonable access to the Company’s books and records, in accordance with applicable law.

6.12 Appointment and /Responsibilities of Managing Director. The Board of Directors shall appoint
the Managing Director, who shall carry out the day-to-day business of the Company and the
representation thereof conformity with the resolutions, guidelines, policies and instructions
adopted by the Board of Directors, as well as in conformity with the provisions and the spirit of this
agreement, the Corporate Documents, the operating policy statement of the Company and all
provisions of applicable law. The Managing Director shall be responsible for preparing and
submitting to the Board of Directors:

(a) a monthly activities report;

(b) the monthly financial reports, as required under Section 9.6: and

(c) the Annual Budget as defined in Section 7.2.

6.13 Officers. In addition to the Managing Director , the Company may have such other officers as
the Board of Directors shall from time to time determine. The Board of Directors may from time to
time establish, increase, reduce or otherwise modify the duties of the Managing Director and the
other officers of the Company. The Managing director and each officer shall hold office for such
period as the Board of Directors may decide unless he is removed or resigns earlier. The Managing
Director and any officer may be re-appointed at the conclusion of his or her term and any officer
may removed at any time by the Board or Directors for any reason with or without cause.
Notwithstanding the foregoing, FOREIGN COMPANY shall be entitled to nominate a representative
who shall be on secondment from FOREIGN COMPANY, AFFILIATE or its Affiliates and who shall be
appointed by the Board of Directors with the responsibilities of a credit officer in respect of credit
policies and procedures for the Company and for other matters FOREIGN COMPANY and the Board
of Directors may mutually agree. The Managing Director or any other officer may resign at any
time upon written notice to the Board of Directors.

6.14 Meetings. Unless otherwise agreed by the unanimous consent of the Board of Directors, all
Board of Directors meetings shall be held in India.

ARTICLE 7

REPRESENTATIONS AND WARRANTIES

Each Principal Shareholder and AFFILIATE represents and warrants as provided herein to the other
Principal shareholders under this Agreement and to the Company as of the Effective Date as
follows:

7.1 Organization. It is duly organized and validly existing and in good standing under the law of
the jurisdiction of its formation.

7.2 Authorization. It is authorized to enter into and perform this Agreement and this Agreement,
when executed, will be duly and validly authorized, executed, and delivered and will constitute a
valid and binding obligation enforceable in accordance with its terms except as the enforceability
thereof may be limited by bankruptcy, reorganization, moratorium or similar laws affecting
creditors rights generally and the application of general principles of equity (regardless of whether
considered in a proceeding at law or in equity).

7.3 Conflicts. The execution and delivery of this agreement and the consummation of the
transactions contemplated here by do not (a) contravene its organizational or corporate
documents, (b) contravene any law, rule, regulation, ruling, order, judgment or decree, (c) conflict
with, breach or constitute a default under or permit the termination of or acceleration of any
obligation under any agreement or instrument to which it is a party or which binds or affects it or
its property or assets, or (d) require any consent or authorization that has not been obtained other
than those specifically contemplated herein. Indian Company further represents and warrants that,
as of the Effective Date, the Company has not entered into or become bound by any contracts or
agreements, incurred or become liable for any indebtedness or other actual or contingent
liabilities, or granted, suffered or incurred any mortgages, liens, security interests or other
encumbrances of any kind.

7.4 Litigation. There are no actions, suits claims, proceedings, or investigations pending or to its
knowledge, threatened against it, or to its knowledge, the Company, whether at law or in equity,
or before by any national, federal, provincial, departmental, state, municipal or other
governmental authority, agency or instrumentality which threaten or question the validity or
enforceability of this Agreement or which individually or in the aggregate would, if adversely
determined, have a material adverse effect on it, the Company or the investments, decrees,
injunctions, or orders of any court, governmental authority; agency, instrumentality or arbitrator
against it, or to its knowledge, the company, which individually or in the aggregate would have a
material adverse effect on it, the Company or the investment of any other Principal Shareholder
herein.

7.5 Liens. No Person has any right ,title, lien or other interest in or to any Shares owned by it an
that none of such Shares has been pledged, hypothecated or otherwise encumbered by in and
such shares are free and clear of all liens and claims of any Person.

7.6 Options. Except for the rights under this Agreement, no options, warrants or rights to purchase
equity shares of, or securities convertible into or exchangeable for any class or series in the share
capital of the Company have been issued or are outstanding.

ARTICLE 8

CONVENANTS

Each Principal Shareholder hereby covenants and agrees, acting for itself or, if applicable, acting
by through its nominees to the Board of Directors, as follows:

8.1 Corporate Documents. Each Principal Shareholder shall vote all the Shares owned or held of
record by such Principal Shareholder at any regular or special meeting of shareholders of the
Company and shall take, to the extent permitted by applicable law, all action necessary, to ensure
that the Corporate documents and all corporate actions do not, at any time, conflict with the
provisions of this Agreement.

8.2 No Inconsistent Agreements. No Principal Shareholder to this Agreement shall enter into any
agreement with respect to shares or securities of the Company which is inconsistent with the
rights granted to Principal Shareholder pursuant to this Agreement.

8.3 Provision of Information. Each Principal Shareholder shall cause its nominees to the Board of
directors to keep all Principal shareholders informed of any material circumstances or decisions of
which such nominees are aware that might be of significance for the Principal Shareholders’
assessment of the value of their shareholdings in the Company.

8.4 Dividend Distribution. Each principal Shareholder shall cause its nominees to the Board of
Directors to adhere to a dividend policy for the Company which shall optimize the dividends to the
Principal Shareholders from the profits of the Company with consideration given to the current
performance and future growth prospects of the Company.
8.5 Accurate Books and Records. Each Principal Shareholder shall cause its nominees to the Board
of Directors to keep or cause to the keep or cause to be kept and maintained on behalf of the
Company at the principal office of the Company, or such other office as the Principals Shareholders
shall be entered, fully and accurately, each and every transaction of the Company. The Company’s
books and records shall accurately reflect the financial condition of the Company and the results of
its operations in conformity with the generally accepted accounting principles of ________ , to the
extent applicable in India and with appropriate reconciliation’s to ____ if otherwise.

8.6 Financial Reports. Each Principal Shareholder shall cause its nominees to the Board of Directors
to provide or cause to be provided to each Principal Shareholder within ten (10) days following the
end of each Month, with an un-audited income statement, balance sheet and statement of cash
flows for the period then ended and year to date in a standard form to be agreed upon by the
Board of Directors, and within ninety (90) days following the end of each fiscal year with an
audited income statement, balance sheet and statement of cash flows and an analysis and report
of the capital contributions made by and distributions made to each Principal Shareholder, certified
by an independent auditor of international standing (the "Auditor"). The Managing Director, as
directed by the Board of Directors or reasonably requested by any Principal Shareholder, shall
cause to be prepared and delivered to each Principal Shareholder from time to time such other
information, which shall be prepared by the Auditor or the appropriate officers or employees of the
Company but which need not be audited, as shall be necessary for the preparation of such
Principal Shareholder’s tax returns. Each principal Shareholder shall receive copies of any material
reports, certificates or similar documents provided by the Company to or received by the Company
form the GOI. All reports, records or other documents which are to be furnished to a Principal
Shareholder pursuant to this Article shall be furnished in the English language.

8.7 Banks. All receipt and income of the Company shall be deposited in such bank accounts at
such banks as shall be approved from time to time by the Board of Directors. The funds in the
Company bank accounts shall be used solely for the business of the Company and to make
distributions to the Principal Shareholders as provided herein. Withdrawals from the accounts at
such banks shall be made only upon the signatures of such persons as may form time to time be
designated by the Board of Directors.

8.8 Proper Business Practices .

(a) Each Principal Shareholder shall comply with all laws applicable to its performance of this
Agreement, including laws dealing with improper or illegal payments, gifts or gratuities, and any
securities laws relation to the transfer of Shares. In any event, each Principal Shareholder agrees
not to pay, promise to pay or authorize the payment of any money or anything of value, directly or
indirectly, to any person (whether a governmental official or private individual) for the purpose of
illegally or improperly inducing any official or any political party or official thereof to make a buying
decision or illegally or improperly to assist the Company or any principal Shareholder there of in
obtaining or retaining business, or to take any other improper action favorable to the Company or
any Principal Shareholder, Furthermore, each Principal shareholder agrees that it will not take any
action or fail to take any action, which act or failure to act would subject any other party to the
Agreement to liability under the laws of its country of domicile dealing with improper payments as
described in this subsection 9.8 (a).

(b) No agent or representative shall be engaged directly or indirectly by any principal shareholder
on behalf of the Company without the unanimous prior written consent of the principal
Shareholder, Each Principal Shareholder agrees that it will take all reasonable steps to assure that
any agent of representative hired to represent such Principal Shareholder in connection with the
company will comply with all laws which apply to activities and obligations of such Principal
Shareholder under this Agreement including, but not limited to, those laws an obligations dealing
with improper payments as described in subsection 9.8 (a) above. Each Principal Shareholder
represents, warrants and covenants to the other Principal Shareholder , on its own behalf and on
behalf of each of its Affiliates, to comply with the provisions of this Section 9.8 in connection with
the Company with the same effect as if it were named therein.

(c) each Principal Shareholder shall, within sixty (60) days of the written request of any other
Principal Shareholders, provide the requesting shareholder with a certification to the effect that it
has not made any payments, directly or indirectly, in violation of subsection 9.8(a) above.

8.9 Performance of Agreement During the continuance of this Agreement each of the Principal
Shareholders shall, so long as it or any or its Affiliates holds any Shares in the Capital of the
Company, act on its own behalf and shall cause the Company to act, in good faith and in such a
manner so as to ensure that, unless all the Principal Shareholders agree to the contrary in writing:

(a) this Agreement is duly performed, observed and ratified by the Company.

(b) the purpose and objectives of the Company are achieved ;

(c) the company observes the provisions of its Corporate Documents which shall be in accordance
with this Agreement : and

(d) no principal Shareholder takes or pursues any course of action for the purpose of having the
Company wound up or dissolved.

8.10 No Violation of Law. During the continuance of this Agreement, none of the Principal
Shareholder shall perform, of cause to Company to perform, either directly or indirectly, any
obligation or provision of this Agreement of the Corporate Documents to the extent that such
performance shall or may result in a violation of any applicable law of the ROI or
__________(foreign country).

8.11 Insurance. The Principal Shareholders shall cause the Company to maintain, with a well-
established and reputable insurer, adequate insurance against all risks usually insured against by
companies carrying on the same or a similar business and (without prejudice to the generality of
the foregoing) for the full replacement or reimbursement value of all its movable assets of an
insurable nature, including, but not limited to:

(a) contractual and warranty liability;

(b) property and casualty insurance; and

(c) political risk.

8.12 Publicity (a) Upon the execution of this Agreement by the Principal Shareholders hereto, a
joint announcement will be made about the Company, its objects and its scope of activities.

(b) After the Effective Date, the Company shall be entitled to use the Designation " A Joint Venture
between ____________and Indian Company " or similar designation on its letterhead and other
advertising material.

(c) The contents and timing of any other press release or announcement shall require the prior
written approval of each of the Principal Shareholders, provided that this Section 9.12 shall not
prevent any Principal Shareholder from making any announcement which it is required to make by
any applicable law or competent judicial, governmental or other authority having jurisdiction over
such Principal Shareholder or its property, except in respect of subsection 9.12(b) above, neither
the company, any shareholder not any other Person (other than FOREIGN COMPANY and its
Affiliates) shall be entitled to incorporate the name ______________ or similar derivation in any
commercial usage without FOREIGN COMPANY’s express written consent.

ARTICLE 9

DEFAULTS AND REMEDIES

9.1 Defaults. A Principal Shareholder shall be in default under this Agreement if such Principal
Shareholder (a) fails to perform any material obligation under this case may be, from the other
Principal Shareholders, (b) subject to subsection 4.3 (b) in the case of FOREIGN COMPANY, fails to
subscribe for its allocated Shares, (c) ceases to operate or terminates its business affairs, (d)
institutes an insolvency proceeding under applicable law, or (e) permits the entry of any order
against it for winding up, the appointment of a receiver or for relief under bankruptcy or similar
statutes in any relevant jurisdiction.

9.2 Remedies In the event a principal Shareholder I in default under this Agreement, the non-
defaulting Principal Shareholders shall have the right to subscribe for such defaulting Principal
Shareholder to another shareholder or a new shareholder at the lesser of (I) par value, (ii) the
Break-up Value as determined by the Auditor, and (iii) the average market value on the lead Stock
Exchange calculated over the three months prior to the default, for such Shares, and defaulting
Principal Shareholder shall be obligated to Transfer its Shares accordingly and to surrender all of
its rights with respect to such Shares and in and to the Company. Upon the completion of such
compulsory Transfer, this Agreement shall automatically terminate with respect to the defaulting
Principal Shareholder . the defaulting principal Shareholder shall have a twenty (20) day grace
period within which to cure the default before any remedy under this Section 10.2 may be
exercised by the non-defaulting Principal Shareholder. The Board of Directors shall cause the
Company to take all actions necessary to implement the provisions of this Section 10.2 upon the
decision of the non-defaulting Principal Shareholder hereunder.

ARTICLE 10

DISPUTE RESOLUTION

10.1 Informal Discussions. In the event of a dispute between the Company and one or both
Principal Shareholders, or a dispute between Principal Shareholders, arising out of or in connection
with this Agreement, each party to the dispute shall designate in writing to the other party (ies) to
the dispute a representative who shall be authorized to resolve such dispute in an equitable
manner. If the designated representatives are unable to resolve a dispute within thirty (30) days
of their designation, then any party to the dispute shall have the absolute right to proceed to
binding arbitration under Section 11.2 hereof.

10.2 Binding Arbitration Any dispute referred to arbitration pursuant to this Article 11 shall be
conducted in accordance with the Arbitration Rules of the International Chamber of Commerce as
in effect on the date hereof or as otherwise agreed upon by the Principal Shareholders, and shall
be conducted in the ________________. The arbitral tribunal shall consist of three (3) arbitrators.
The claimant and the respondent in the dispute shall each appoint one (1) arbitrator. The two-(2)
arbitrators so appointed shall appoint the third arbitrator who shall serve as the chairman of the
arbitral tribunal. If a party to the dispute fails to appoint its arbitrator within a period of ten (10)
days after receiving notice of the arbitration, or if the two (2) arbitrators appointed cannot agree
upon the third arbitrator, then such arbitrator shall be appointed pursuant to the procedures of the
International Chamber of Commerce, or as otherwise agreed by the parties, and shall be under the
management thereof. In the event that the International Chamber of Commerce is required or
requested to appoint an arbitrator, it shall appoint only a person with experience in international
commercial agreements. No arbitrators shall be a present or former employee or agent of, or
consultant or counsel to, any Principal Shareholder or any Affiliate thereof or any authority of the
GOI. The arbitrators shall meet within five (5) Business Days of the date the third arbitrator is
selected and shall take all action necessary action to render a decision within thirty (30) days. The
arbitrators shall decide the dispute by majority of the arbitral tribunal and shall state in writing the
reasons for its decision. Any monetary award of the arbitral tribunal shall be denominated and
payable in ____________. The Principal Shareholder hereby waive any rights to appeal or to
review of such award by any court or tribunal. The Principal Shareholders further undertake to
carry out without delay the provisions of any arbitral award or decision and each agrees that any
such award or decision may be enforced by any court or tribunal having jurisdiction. The costs of
such arbitration shall be determined and allocated between the parties by the arbitral tribunal in
its award. Unless otherwise agreed in writing, the Principal Shareholders shall continue to perform
their respective obligations under this Agreement during the tendency of any proceeding by the
parties in accordance with this Article 11.

ARTICLE 11

PROPER LAW OF THE AGREEMENT; AFFILIATE OBLIGATIONS; SURVIVAL

11.1 Proper Law of the Agreement. This Agreement shall be governed by the laws of the ROI.

11.2 AFFILIATE Obligations AFFILIATE by its signature hereto agrees to satisfy or cause to be
satisfied the obligations of FOREIGN COMPANY and (and any Affiliate transferee) under Sections
2.4 (c) and 4.3 of this Agreement.

11.3 Survival. Any termination of this Agreement notwithstanding, Article 11 and Sections 9.8 and
13.14 shall survive the termination of this Agreement and shall remain in full force and effect in
accordance with their terms.
ARTICLE 12

MISCELLANEOUS

12.1 Amendment Modification and Waiver. Any amendment variation, modification or waiver of
any of the terms and conditions of this Agreement shall only be valid and effective if signed in
writing by all the Principal Shareholders and AFFILIATE.

12.2 Benefit of Agreement and Assignment. This Agreement shall be binding upon and inure to the
benefit of and be enforceable by the Principal Shareholders and their respective successors and
assigns.

12.3 Waiver No failure or delay on the part of any Principal Shareholder in exercising any right,
power or privilege hereunder and no course of dealing between the Principal Shareholders shall
operate as a wavier thereof; nor shall nay single or partial exercise or any right, power or privilege
hereunder preclude any other right , power of privilege hereunder. The rights powers and
remedies herein expressly provided are cumulative and not exclusive of principal Shareholders’
other rights, powers and remedies, if any. No notice to or demand on any party hereto in any case
shall entitle any Principal Shareholder to any other or further notice or demand in similar or other
circumstances (other than as specifically required pursuant to the provisions of this Agreement) or
constitute a waiver of the rights of any Principal Shareholder to any other or further action in any
circumstances without notice or demand.

12.4 Exchanges and Recapitalization. In the event that any new Shares issued in respect of, in
exchange for, or in substitution of any Shares by reason of any reorganization, recapitalization,
reclassification, merger, consolidation, spin-off, partial or complete liquidation, stock dividend,
split-up, sale of assets, distribution to Principal Shareholders or any other change in capital
structure of the Company, appropriate adjustments shall be made with respect to the relevant
provisions of this Agreement so as to fairly and equitably preserve, as far as practicable, the
original rights and obligations of the Principal Shareholders under this Agreement.

12.5 Counterparts. This agreement may be executed in any number of counterparts and by the
different Principal shareholders on separate counterparts, each of which when so execute shall be
an original, but all of which shall together constitute one and the same instrument. A set of
counterparts executed by all the Principal Shareholders shall be retained by the Company.

12.6 Headings Descriptive. The headings of the Articles, sections and subsections of this
Agreement are included for convenience only and shall not in any way alter the meaning or
construction of any provision of this Agreement.

12.7 Severability If any provision hereof in invalid or unenforceable in any jurisdiction, the, to the
fullest extent permitted by law, (a) the other provisions of this Agreement shall remain in full force
and effect in such jurisdiction and shall be liberally construed in order to carry out the intentions of
the Principal Shareholder in respect and including any provision hereof which is invalid or
unenforceable as nearly as may be possible, and (b) the invalidity or unenforceability of any
provision hereof in any jurisdiction shall not affect the validity or enforceability of such provision in
any other jurisdiction.

12.8 Entire Agreement This Agreement represents the entire agreement with respect to matters
referred to herein, and no other prior or contemporaneous agreement or understanding, whether
written or oral, shall be binding on the Principal Shareholders hereto.

12.9 Notices. Notice shall be in writing and shall be sent by facsimile and by registered mail
(return receipt requested) or by overnight courier to the address specified on the signature pages
hereof or to such other address as a Principal Shareholder or AFFILIATE may specify in writing.

12.10 Remedies Cumulative . Each right, power and remedy provided for herein or now or
hereafter existing at law, in equity, by statue or otherwise, shall be cumulative, and the exercise
or the forbearance of exercise by any Principal Shareholder of one or more of such rights, powers
or remedies shall not preclude the simultaneous or later exercise by such Principal Shareholder of
any or all of such other rights, powers or remedies.
13.11 Further Assurances . Each Principal Shareholder hereto shall cooperate and shall take such
further reasonable action as may be necessary and shall execute and deliver such further
documents as may be reasonably requested by the other Principal Shareholder hereto in order to
carry out the intent and accomplish the purposes of this Agreement and of the Company.

13.12 Governmental Approvals. This Agreement shall be subject to the approval of the GOI. In
case any provision of this Agreement is not approved by the GOI, then the Principal Shareholders
shall agree to make such amendments that shall be acceptable to such appropriate authority
without altering the purpose or intention of the Agreement, or failing such amendment, to take all
such other steps and to do such other things, including the execution of any other agreements as
may be necessary, to achieve the intent and purpose of such of the provisions of this Agreement
as may not have been found acceptable by the authorities of the GOI.

13.13 Relationship of the Principal Shareholders. No Principal Shareholder shall be liable for the
acts of the other which are unauthorized, contrary to Agreement or outside the scope of the
business activities of the Company. No Principal Shareholder is the agent of any other and no
commitments or contract obligations to third parties shall be binding unless approved and
authorized as provided herein.

13.14 Non-Competition. (a) Except upon the termination of a Principal Shareholder’s status as a
Principal Shareholder due to a default thereunder, the occurrence of which will cause the
provisions of this Article to not be binding on the non-defaulting Principal Shareholder vis-a-vis the
defaulting Principal Shareholder, each of the Principal Shareholders agrees that during the term of
this Agreement for such principal Shareholder and for a period of three (3) years following
termination of its status as a Principal Shareholder, it will not, without the written consent of the
other Principal Shareholder, directly or indirectly or through its Affiliates, associate with any other
Person to compete in India with the business of the Company.

(b) No Principal Shareholder and no entity controlled by or under common control with any
Principal Shareholder shall, without a written waiver of objection form the Board of Directors and
the written consent of the other Principal Shareholder , solicit, directly or indirectly, any existing
clients of the Company or any clients the company may hereafter acquire before the termination of
this Agreement, with a view to providing services to them in India substantially similar to those
provided by the Company in India at any time while such Principal Shareholder is a Principal
Shareholder in Company or during a three (3) year period following termination of its status as a
Principal Shareholder; provided, however, that this Section shall not apply in the event the
Company is liquidated.

(c) No Principal Shareholder and no entity controlled by or under common authority with the Board
or with any Principal Shareholder shall, without a written waiver of objection form the Board of
Director and the written consent of the other Principal Shareholder, solicit for employment, or
employ, directly or indirectly, any individual currently or hereafter employed by the Company at
any time while such Principal Shareholder is a Principal Shareholder in the Company or during a
three (3) year period following termination of its status as a Principal Shareholder; Provided,
however, that this Section shall not prevent any Principal Shareholder form soliciting an employee
of the Company who was an employee of such Principal Shareholder prior to being employed by
the Company or whose employment by the Company was initiated and proposed directly by such
Principal Shareholder.

(d) In the event any Principal Shareholder sells, Transfers or assigns all of the Shares in the
company owned by such Principal Shareholder , the remaining Principal Shareholder shall cause
the Company to delete as soon as is practicable the name of such Principal Shareholder from any
names under which the Company does business including all letterhead and advertising materials.

13.15 Costs and Expenses Except to the extent not subject to indemnification under Section 6.8
here of , all costs and expenses of any Principal Shareholder, up to a maximum of ____________,
for the legal and other professional assistance incurred in respect of the negotiation and execution
of this Agreement shall be reimbursable to such Principal Shareholder by the Company.

13.16 Promoters; New Shareholders (a) With respect to any Promoters who continue to hold
Shares upon completion of the Share subscription set out in Section 4.3. Subscription Agreement.

(b) Any Principal Shareholder nominating an Institutional Investor or Suitable Investor to purchase
Shares of the Company (by Transfer or otherwise) in accordance with the terms of this Agreement,
shall cause such Person to execute a Subscription Agreement as a condition to such purchase. Any
principal Shareholder who transfers its Shares pursuant to this Agreement shall cause such new
Principal Shareholder to be bound by this Agreement by an appropriate addendum or amendment
as may be rendered necessary thereby.

13.17 Language.. As among the Principal Shareholders, and as between the Principal Shareholders
and the Company, the English language version of this Agreement and any reports or documents
provided hereunder shall govern.

13.18 Inconsistent Provisions. The Principal Shareholders hereby agree that, to the extent any
provision in the Corporate Documents conflicts with any provisions of this Agreement, the
provisions of the Corporate Documents shall control; provided, however, that the Principal
Shareholders agree to promptly amend the Corporate Documents to reconcile any such conflict, to
the extent possible.

IN WITNESS WHEREOF, both the parties hereto have duly executed this agreement on the day
and year first above written :

SCHEDULE 1 PROMOTERS

SCHEDULE 2 SHAREHOLDER SUBSCRIPTIONS IN THE COMPANY

SCHEDULE 3 CORPORATE DOCUMENTS

_____________________

FOREIGN COMPANY

______________________

INDIAN COMPANY

WITNESSES :

1.

2.