FORMAT OF AGREEMENT BETWEEN LEAD MERCHANT BANKERS TO THE ISSUE AND ISSUER/ISSUING COMPANY

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....), having their registered office at...................... with the branch office at ....... WHEREAS: (1) The issuer is taking steps for the issue of ...................... (particulars of the issue) to the public/ existing shareholders of the issuer (the said issue of specified securities hereinafter referred to as "the issue"); AND (2) The issuer has approached the lead merchant bankers to manage the issue and the lead merchant bankers have accepted the engagement inter-alia, subject to the issuer entering into an agreement for the purpose being these presents; NOW, THEREFORE, the issuer and the lead merchant bankers do hereby agree as follows: (1) Besides the lead merchant bankers, .........., ............, and ...............

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.... extend such facilities as may be called for by the lead merchant banker to enable them to visit the plant site, office of the issuer or such other places to ascertain for themselves the state of affairs of the issuer including the progress made in respect of the project implementation, status and other facts relevant to the issue. (6) The issuer shall extend all necessary facilities to the lead merchant banker to interact on any matter relevant to the issue with the solicitors / legal advisors, auditors, consultants, advisors to the issue, financial institutions, banks or any other organisation and any other intermediary associated with the issue in any capacity whatsoever. (7) The issuer shall ensure that all advertisements prepared....

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....igations. A certified true copy of such agreements shall be furnished to the lead merchant banker. (10) The issuer shall take such steps as are necessary to ensure completion of allotment and despatch of letters of allotment and refund orders to the applicants including non-resident Indians soon after the basis of allotment is approved by designated stock exchanges but not later than the specified time limit and in the event of failure to do so, pay interest to the applicants as provided under the Companies Act, 1956 as disclosed in the offer document. (11) The issuer shall take steps to pay the underwriting commission and brokerage to the underwriters, stock brokers, etc. within the time specified in any agreement with such underwrit....