Exhibit 10.1


 


DEBENTURE
SUBSCRIPTION AGREEMENT


 


DATED NOVEMBER 1, 2021


 


BY AND AMONG


 


SIFY INFINIT SPACES LIMITED


 


AND


 


SIFY TECHNOLOGIES LIMITED 


 


AND


 


KOTAK SPECIAL
SITUATIONS FUND


 


Debenture Subscription
Agreement dated November 1st , 2021 entered into between Sify Infinit Spaces Limited, Sify Technologies Limited and
Kotak Special Situations Fund 


 




    	 		 



     


    

 


TABLE
OF CONTENTS 






	1.	DEFINITIONS AND INTERPRETATION	3
	 	 	 
	2.	EFFECTIVE DATE	17
	 	 	 
	3.	SUBSCRIPTION AND CONSIDERATION	17
	 	 	 
	4.	CONDITIONS PRECEDENT	19
	 	 	 
	5.	Fulfillment of CONDITIONS PRECEDENT	19
	 	 	 
	6.	NON-SATISFACTION	19
	 	 	 
	7.	ACTIONS PENDING COMPLETION	20
	 	 	 
	8.	CLOSING	20
	 	 	 
	9.	CONDITIONS SUBSEQUENT TO CLOSING	21
	 	 	 
	10.	REPRESENTATIONS AND WARRANTIES	21
	 	 	 
	11.	SHAREHOLDING	23
	 	 	 
	12.	COVENANTS	23
	 	 	 
	13.	PRE-EMPTIVE RIGHTS FOR NEW ISSUE OF SECURITIES	30
	 	 	 
	14.	EVENTS OF DEFAULT	31
	 	 	 
	15.	CONSEQUENCES OF EVENTS OF DEFAULT	34
	 	 	 
	16.	STRATEGIC EXIT	36
	 	 	 
	17.	EXIT RIGHTS	36
	 	 	 
	18.	TERMINATION	39
	 	 	 
	19.	CONFIDENTIALITY	40
	 	 	 
	20.	INDEMNITY	41
	 	 	 
	21.	GOVERNING LAW	42
	 	 	 
	22.	DISPUTE RESOLUTION	42
	 	 	 
	23.	FURTHER ASSURANCES	43
	 	 	 
	24.	NOTICES	43
	 	 	 
	25.	COSTS AND EXPENSES	44
	 	 	 
	26.	ASSIGNMENT	44
	 	 	 
	27.	WAIVER	44
	 	 	 
	28.	AMENDMENTS	44
	 	 	 
	29.	NO PARTNERSHIP	44
	 	 	 
	30.	RESERVATION OF RIGHTS	45
	 	 	 
	31.	INDEPENDENT RIGHTS	45
	 	 	 
	32.	ENTIRE AGREEMENT	45
	 	 	 
	33.	PARTIAL INVALIDITY	45
	 	 	 
	34.	COUNTERPARTS	45
	 	 	 
	35.	LAST PARTY EXECUTION	45
	 	 	 
	36.	SURVIVAL	46




 


Debenture Subscription
Agreement dated November 1st , 2021 entered into between Sify Infinit Spaces Limited, Sify Technologies Limited and
Kotak Special Situations Fund


 




    	 		 



     


    

 


	SCHEDULE I	50
	 	 
	SCHEDULE II	51
	 	 
	SCHEDULE III	52
	 	 
	SCHEDULE IV	55
	 	 
	SCHEDULE V	59
	 	 
	SCHEDULE VI	61
	 	 
	SCHEDULE VII	67
	 	 
	SCHEDULE VIII	69
	 	 
	SCHEDULE IX	71
	 	 
	SCHEDULE X	72




 


Debenture Subscription
Agreement dated November 1st , 2021 entered into between Sify Infinit Spaces Limited, Sify Technologies Limited and
Kotak Special Situations Fund 


 




    	 		 



     


    

 


DEBENTURE
SUBSCRIPTION AGREEMENT


 


This DEBENTURE SUBSCRIPTION
AGREEMENT (“DSA” or “Agreement”) is made on this November 1, 2021 (“Execution
Date”) at Chennai, India:


 


BY AND
AMONG


 


		1.	Sify Infinit Spaces Limited, a company incorporated under the Companies Act, 2013 and having
its registered office at 2nd Floor, TIDEL Park No. 4, Rajiv Gandhi Salai, Taramani, Chennai – 600 113, Tamil Nadu,
India (hereinafter referred to as the “Company”, which expression shall unless repugnant to the context or meaning
thereof mean and include its successors and assigns) of the FIRST PART;



 


AND


 


		2.	Sify Technologies Limited, a company incorporated under the Companies Act, 1956 and having
its registered office at TIDEL Park, 2nd Floor No. 4, Canal Bank Road, Taramani, Chennai – 600 113, Tamil Nadu,
India (hereinafter referred to as the “HoldCo”, which expression shall unless repugnant to the context or meaning
thereof mean and include its successors and assigns) of the SECOND PART;



 




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AND


 


		3.	Kotak Special Situations Fund, a trust duly registered under the Applicable Laws of India,
acting through its trustee, Vistra ITCL (India) Limited, registered with the Securities and Exchange Board of India as a Category
II Alternative Investment Fund, represented through Kotak Investment Advisors Limited, a company duly incorporated under the Companies
Act 1956 and having its registered office at 27 BKC, 7th Floor, Plot No. C-27, G Block, Bandra Kurla Complex, Bandra East. Mumbai
– 400051 (“Investor”, which expression shall, unless it be repugnant to the context and meaning thereof,
be deemed to mean and include its successors and permitted assigns) of the THIRD PART.



 


The Investor, the
Company and the HoldCo are collectively referred to as the "Parties" and individually as a "Party".)


 




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BACKGROUND




 


		A.	The Company is engaged in the Business (as defined hereinafter).



 


		B.	The authorized share capital of the Company is INR 750,00,00,000 (Rupees seven hundred fifty
crore only) divided unto 53,00,00,000 (fifty three crore) equity shares of INR 10 (Rupees ten only) each amounting to INR 530,00,00,000
(Rupees seven hundred fifty crore only) and INR 22,00,00,000 (Rupees twenty two crore) preference shares of INR 10 (Rupees ten
only) amounting to INR 220,00,00,000 (Rupees two hundred twenty crores only). The shareholding pattern and capital structure of
the Company as of the Execution Date is set out in Schedule II Part A.



 


		C.	Subject to and in accordance with the terms and conditions set out in this DSA, the Investor has
agreed to subscribe to Investor CCDs (as defined hereinafter).



 


		D.	Upon the issuance of Investor Series 1 CCDs and Investor Series 2 CCDs to the Investor in accordance
with the terms and conditions set out in this DSA, the capitalisation and shareholding pattern of the Company at the First Closing
(as defined hereinafter) shall be as set out in Schedule II Part B.



 


		E.	The Parties have agreed to enter into this DSA to set forth and record the terms and conditions
agreed between them for: (i) the subscription of Series 1 CCDs, Series 2 CCDs and Additional CCDs by the Investor; and (ii)
the rights and obligations of the Investor vis-à-vis the Company and the HoldCo in relation to the management, governance
and functioning of the Company and other matters incidental thereto.



 


NOW, THEREFORE, in
consideration of the mutual agreements, covenants, representations and warranties and indemnities set forth in this DSA, and for
other good and valuable consideration, the receipt and sufficiency of which is acknowledged by the Parties, the Parties hereby
agree as follows:


 


		1.	DEFINITIONS AND INTERPRETATION



 


		1.1	Definitions



 


In this DSA,
the following terms, to the extent not inconsistent with the context thereof or otherwise defined herein, shall have the following
meanings assigned to them herein below:


 


	(1)	“Act”	
        means the Companies Act,
        2013, as amended, supplemented or modified from time to time, and all subordinate and delegated legislation, including rules, regulations,
        notifications and circulars issued thereunder;

         

	(2)	“Affiliates”	means, in respect of any specific Person, any other Person directly or indirectly Controlling or Controlled by or under direct or indirect common Control with such specific Person, provided that the Company shall not be considered as an Affiliate of any shareholder; in case of natural persons, Relatives shall be deemed to be Affiliates of such natural persons; in the case of the Investor, funds and investment vehicles owned or controlled by the Investor and/ or Kotak Investment Advisors Limited and / or funds and investment vehicles managed or advised by Kotak Investment Advisors Limited shall be deemed to be Affiliates of the Investor;


 




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	(3)	“Anti-Corruption Laws”	
        shall mean laws
        relating to anti-bribery or anti-corruption (governmental or commercial), including, without limitation, laws that prohibit the
        corrupt payment, offer, promise, or authorization of the payment or transfer of anything of value (including gifts or entertainment),
        directly or indirectly, to any Government official, commercial entity, or any other Person to obtain a business advantage; such
        as, without limitation, the Unlawful Activities (Prevention) Act, 1967; the Prevention of Corruption Act, 1988; Whistle Blowers
        Protection Act, 2011; the U.S. Foreign Corrupt Practices Act, 1977, as amended from time to time; the UK Bribery Act, 2010 and
        all national and international laws enacted to implement the OECD Convention on Combating Bribery of Foreign Officials in International
        Business Transactions, to the extent such laws are applicable to the Company and/or the HoldCo;

         

	(4)	“Anti- Money Laundering Laws”	shall mean the Prevention of Money Laundering Act, 2002 and any rules issued under it together with any other anti-money laundering laws and guidelines and circulars as issued by a Governmental Authority;

                                                                                 

	(5)	“Applicable Laws”	
        shall mean any
        statute, treaty, law, code, regulation, ordinance, rule, judgment, order, decree, bye-law, approval of any Governmental Authority,
        directive, guideline, policy, requirement or other governmental restriction or any similar form of decision of or determination
        by, or any interpretation or administration having the force of law, of any of the foregoing by any Governmental Authority having
        jurisdiction over the matter or Person in question, whether in effect as of the date of this DSA or thereafter and in each case
        as amended;

         

	(6)	
        “Articles of Association”

         
	means the articles of association of the Company, as amended from time to time;

                                                                                 

	(7)	“Big Four Accounting Firms”	
        means the following
accounting firms or their Affiliates: Deloitte; PricewaterhouseCoopers; Ernst & Young; and KPMG;

         

	(8)	“Board”	
        means the board of directors
        of the Company and shall include any committees constituted/ to be constituted by the board of directors of the Company;

         

	(9)	“Business”	
        means the business of data
        centre colocation services;

         

	(10)	“Business Day”	
        means a day (other than a
        Sunday or a bank holiday) in Mumbai and Chennai and “Business Days” shall be construed accordingly;

         

	(11)	
        “Business Partner”
        

         
	means any Person which is a Strategic Investor or Financial Investor or any consultant in the data center business or is a customer or potential customer of the Company or is in the business of data centres, provided however, that if the Business Partner is a Financial Investor, such Financial Investor shall be approved by the Investor; 


 




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	(12)	“Cash and Cash Equivalent”	
        shall mean cash-in-hand,
        demand deposits and other short-term, highly liquid investments that are readily convertible to known amounts of cash and which
        are subject to an insignificant risk of changes in value, available with the Company;

         

	(13)	“CCDs”	
        shall mean any and all classes
        of compulsorily and mandatorily convertible debentures of the Company, issued from time to time;

         

	(14)	
        “CCD Holder(s)”

         
	
        means, the Person in whose
        name the CCDs shall be registered in the Company’s register of debenture holders, collectively;

         

	(15)	“Closing” or “First Closing”	
        means, in relation to the
        subscription and allotment of the Investor Series 1 CCD and Investor Series 2 CCD, the consummation of the subscription and allotment
        of Investor Series 1 CCD and Investor Series 2 CCD in accordance with the provisions of this DSA;

         

	(16)	
        “Closing Date”
        or “First Closing Date”

         
	shall have the meaning assigned to it in Clause 8.1;
	(17)	
        “Conditions Precedent”

         
	means the conditions precedent as set out in Schedule III to this DSA;

                                                                                 

	(18)	“Confidential Information”	
        means, collectively, (i)
        information relating to the business, affairs, performance and finances of any Party or information of such Party treated as confidential
        by it and trade secrets (including, without limitation, technical data and know-how) relating to the business or of any of its
        respective clients or customers; (ii) any information whatsoever concerning or relating to: (a) the terms and conditions
        of this DSA; (b) any dispute or claim arising out of or in connection with this DSA; and (c) the resolution of such
        claim or dispute; (iii) any information or materials prepared by or for a Party or its representatives that contain or otherwise
        reflect, or are generated from, Confidential Information; and (iv) the negotiation and execution of any term sheet, the
        transactions contemplated under any term sheet and this DSA, and any information given to any Party by any other person in relation
        to this DSA (which is not, on the date it is so given, already in the public domain) for the purpose of the negotiation or execution
        of any term sheet or this DSA;

         

	(19)	“Control”	
        shall mean (i)
in relation to a Person which is a body corporate, ownership or control (whether directly or otherwise) of more than 50% (fifty
per cent) of the equity share capital, voting capital, or the like of the controlled entity or ownership of equity share capital,
voting capital, or the like by contract or otherwise, control of, power to control the composition of, or power to appoint, majority
of the members of the board of directors or other equivalent or analogous body of the controlled entity or the power to direct
or cause the direction of the management of such Person; and (ii) in relation to a Person which is not a body corporate
or an individual, the right or power to direct, whether directly or indirectly, acting alone or together with another Person,
the policy decisions or management of that Person, and the terms “Controlled by”, “Controlling”
and “under common Control with” shall be construed accordingly; 



 




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	(20)	
        “CP Confirmation
        Notice”

         
	has the meaning ascribed to it in Clause 5.1;
	(21)	
        “CP Satisfaction
        Letter”

         
	means the letter issued to the Investor stating that the Conditions Precedent have been satisfied; 

                                                                                 

	(22)	
        “Debenture Trustee”
        

         
	
        shall mean Vistra ITCL (India)
        Limited;

         

	(23)	
        “Debenture Trustee
        Agreement”

         
	
        shall mean the debenture
        trustee agreement in the agreed format acceptable by the Investor to be entered into by and between the Company and the Debenture
        Trustee within 180 days from the First Closing Date or such other time period as may be accepted by the Investor in writing;

         

	(24)	“Debt Service Coverage Ratio”	
        shall, on a Testing
Date, mean the ratio of: (i) consolidated EBITDA of the Company less the Tax payable by the Company during the trailing
12 (twelve) months prior to the Testing Date; and (ii) an amount equal to the sum of interest, principal repayment, and
other financing costs payable by the Company in respect of any Financial Indebtedness for the next 12 (twelve) months from the
Testing Date (whether or not such Financial Indebtedness is paid or repaid, as applicable, when due); 

         

	(25)	
        “Deed of Adherence
        for Investor Affiliate Transferee”

         
	
        means agreed format
of Investor Affiliate transferee deed of adherence as set out in Schedule IX; 

         

	(26)	
        “Deed of Adherence
        for Investor Transferee”

         
	means agreed format of Investor transferee deed of adherence as set out in Schedule VII;
	(27)	“Default Interest”	
        shall mean 1% (one
per cent) per month on any amount which is due and payable as per the terms hereof and which has not been paid, for the period
of default, i.e., from the date on which such amount was originally due and ending on the date on which such payment along with
Default Interest is paid in full. The payment of this Default Interest shall be taken into consideration while determining the
IRR payable to the Investor as per Clauses 15.4.5, 16.3 and paragraph 5.4 of Schedule IV; 



 




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	(28)	“Disclosure Letter”	
        means the letter issued by
        the Company to the Investor, in the form and manner acceptable to the Investor, which sets out true, fair, correct and specific
        disclosures against the Warranties along with specific references and disclosures to particularly identified disclosed documents,
        where necessary, as acceptable to the Investor and delivered to and accepted by the Investor and shall include any updated Disclosure
        Letter, if any as accepted by the Investor;

         

	(29)	“EBITDA”	
        shall mean, consolidated
        earnings before interest, tax, depreciation and amortization, calculated in accordance with Applicable Law, GAAP and other applicable
        accounting standards (IND AS) but excluding any gains/losses from extraordinary (including revaluation gains / losses and any gains
        / losses arising from one time activity (as an example sale of assets or indemnity obligations or claims arising under this DSA
        or any related or connected agreements) / non-operating items (dividends and interest income on interest bearing instruments);

         

	(30)	
        “Effective Date”

         
	
        means the Execution Date
        of this DSA as defined above;

         

	(31)	“Encumbrance”	
        shall mean any right, title
        and/or interest or equity of any nature whatsoever (including any right to acquire, option or right of pre-emption) or any mortgage,
        pledge, deed of trust, hypothecation, right of others (including right of set-off or counterclaim), claim, security interest, burden,
        title defect, title retention agreement, lease, sublease, license, voting trust agreement, interest, option, proxy, lien, charge,
        covenant, condition, purchase agreement, actionable claim or any security agreement, security arrangement, other restriction/s,
        limitations or encumbrance of any nature whatsoever;

         

	(32)	“Equity Valuation” 	
        shall have the meaning ascribed
        in Schedule IV;

         

	(33)	“Events of Default”	shall mean any event or circumstance as described in Clause 14 of this DSA; 
	 	 	 
	(34)	“Exit Event”	
        means any of the following,
        conducted in accordance with Clause 17:

         

        (i)        Qualified
        IPO; and

         

        (ii)        Alternate
        Listing;

         

	(35)	“Financial Indebtedness”	
        shall mean
        any indebtedness for or in respect of:

         

        (i)        moneys
        borrowed against the payment of interest;

         

        (ii)        any
amount raised by acceptance under any acceptance credit facility or its dematerialised equivalent; 



 




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        (iii)       any
        amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument,
        which is treated as debt in the books as per Applicable Laws;

         

        (iv)       the
        amount of any liability in respect of any lease or hire purchase contract which is deemed as a finance or capital lease under GAAP;

         

        (v)        receivables
        sold or discounted other than any receivables to the extent they are sold on a non-recourse basis;

         

        (vi)       any
        amount raised under any other transaction, including any forward sale or purchase agreement having the commercial effect of a borrowing,
        whether called by that name or otherwise;

         

        (vii)      any
        derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price and,
        for calculating the value of any derivative transaction, only the mark-to-market value of such transaction shall be taken into
        account;

         

        (viii)     any
        counter-indemnity obligation in respect of the guarantee, indemnity, bond, documentary letter of credit or any other instrument
        issued by a bank or financial institution; and

         

        (ix)       the
        amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (i) to (viii) above;

         

	(36)	“Financial Investor”	
        shall mean a Person
whose primary business is to make investments in securities of other entities; 

         

	(37)	“Financial Year”	
        shall mean the accounting
        period commencing from April 1 of the previous year till March 31 of the year under reference;

         

	(38)	
        “Fully Diluted Basis”

         
	means, in reference to any calculation, that the calculation should be made in relation to the equity share capital, assuming that all, (i) outstanding convertible preference shares or debentures, options, warrants, notes and other securities convertible into or exercisable or exchangeable for Securities of the Company (whether or not by their terms then currently convertible, exercisable or exchangeable), including employee stock options, have been so converted, exercised or exchanged to the maximum number of securities possible under the terms thereof; and (ii) partly paid Securities (if any) have been fully paid up;


 




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	(39)	“GAAP”	
        shall mean the generally
        accepted accounting principles or the Indian accounting standards, as applicable as on the date of this DSA, as prescribed by the
        Institute of Chartered Accountants of India/ notified by the Ministry of Corporate Affairs, Government of India and consistently
        applied by the relevant Person;

         

	(40)	“Government” or “Governmental Authority”	
        means any national, supranational,
        regional or local government, or governmental, statutory, regulatory, administrative, fiscal, judicial, or government-owned body,
        department, commission, authority, tribunal, agency or entity, or central bank (or any Person whether or not government owned and
        howsoever constituted or called, that exercises the functions of the central bank) having jurisdiction over the matter or Person
        in question, whether in effect as of the date of this DSA or thereafter;

         

	(41)	
        “Indemnified Parties”

         
	
        has the meaning ascribed
        to it in Clause 20.1;

         

	(42)	
        “Indemnifying Parties”

         
	has the meaning ascribed to it in Clause 20.1;
	(43)	“INR” or “Rs.”	
        means the lawful currency
        of India;

         

	(44)	“IRR”	
        means the internal rate of
        return calculated using the XIRR function in the computer software, ‘Microsoft Excel’, which is actually realized by
        the Investor on the CCDs. For the purposes of calculation of IRR, the amounts realized towards agreed 6% (six per cent) Coupon,
        payment of the principal amount of the CCDs and Default Interest shall be included, however, other payments including payments
        towards any indemnity claims, reimbursement of costs and expenses, shall not be taken in consideration for determining IRR;

         

	(45)	“Insolvency Event” 	
        with respect to a Person,
        means occurrence of any of the following event:

         

        (i)          the
        Person files for or commences bankruptcy, voluntary winding up or liquidation or any similar proceedings or consenting to the entry
        of an order for relief in an insolvency proceeding under any such Applicable Law, or consenting to the appointment or taking possession
        by a receiver, liquidator, assignee (or similar official) for the whole or a substantial part of its property or takes any action
        towards its re-organisation, liquidation or dissolution; or

         

        (ii)          any
        corporate action, legal proceedings or other procedure or step is taken in relation to the suspension of payments, a moratorium
        of any indebtedness, (which proceeding is admitted) winding-up, bankruptcy, insolvency, dissolution (which proceeding is admitted),
        administration, judicial management, provisional supervision or reorganization (by way of voluntary arrangement, scheme of arrangement
        or otherwise) of that Person other than its solvent reorganization; or



 




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        (iii)        a
        composition or arrangement with a body of creditors of that Person, or an assignment for the benefit of its creditors generally
        or a class of such creditors; or

         

        (iv)        the
        appointment of an interim resolution professional, liquidator, receiver, trustee, judicial manager, administrator, administrative
        receiver, compulsory manager, provisional supervisor or other similar officer in respect of that Person or any of its assets; or

         

        (v)         enforcement
        of any mortgage, charge, pledge, lien or other security interest (or any other agreement or arrangement having a similar effect)
        over all or substantially all of the assets of that Person, or any analogous procedure or step is taken in any jurisdiction; or

         

        (vi)        the
        Person being deemed under any statutory provision of any relevant jurisdiction to be insolvent; or

         

        any other event occurs which
        would, under any Applicable Law, have a substantially similar effect to any of the events listed above;

         

	(46)	“Investment Banker”	
        means any domestic or international
        merchant banker as may be mutually agreed between the Parties and appointed by the IPO Committee. However, in the event the Parties
        cannot mutually agree, then the Company shall appoint out of the top 7 (seven) ranked domestic merchant bankers or top 7 (seven)
        ranked international investment bankers (as ranked in PRIME Database);

         

	(47)	“Listing Application”	
        shall mean making an application
        for admission of Company’s Securities for trading on a Recognised Stock Exchange;

         

	(48)	“Liquidation Event”	
        shall be deemed to include
        the following:

         

        (i)    any
        Insolvency Event or bankruptcy with respect to the Company and/or HoldCo and/ or its subsidiaries; or

         

        (ii)    a
sale, lease, license, transfer, consolidation, merger, demerger, reorganization or any other transaction (whether in one or a
series of transactions) which results in: 



 




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        (a)         any
        third party/ third parties becoming entitled (either by direct ownership or ownership of securities) to majority of assets of the
        Company and/or the subsidiaries; or

         

        (b)         the
        collective shareholding of the shareholders of the Company falling below 50% (fifty per cent) of the share capital other than through
        a solvent re-organisation or internal re-structuring of the group, subject to Investor approval; or

         

        (c)          change
        in Control of the Company other than in accordance with the Transaction Documents; or

         

        (d)          the
        shareholders owning less than majority of the share capital of any surviving entity indirectly the same economic effect as those
        referred to under sub-clauses (a) to 0 above.

         

	(49)	“Long Stop Date”	
        has the meaning ascribed
        to it in Clause 3.5;

         

	(50)	“Losses”	
        means any and all
direct and actual losses, liabilities, actions and claims, including charges, reasonable costs, damages, fines, penalties, interest,
expenses, fees, surcharges and cesses (if applicable) may result in or incurred or suffered from any claim(s), actions or proceedings
under this DSA, all reasonable legal and other professional fees and expenses in relation to such claims that Investor may incur
or have been incurred and including loss in the value of the Investor CCDs; 

         

	(51)	“Material Adverse Effect”	
        means any event,
        change, development (including any change in Applicable Law), circumstance, effect or other matter that has, or could reasonably
        be expected to have, either individually or in the aggregate with all other events, changes, developments, circumstances, effects
        or other matters, with or without notice, lapse of time or both, a material adverse effect on: (i) the Business, the assets or
        liabilities of the Company, condition (financial or otherwise), operating results or operations or prospects of the Business taken
        as a whole; or (ii) the ability of the HoldCo and / or the Company to perform their respective obligations under this DSA or to
        consummate the transactions contemplated by this DSA in a timely manner;

         

	(52)	
        “Memorandum of Association”

         
	
        means the memorandum
        of association of the Company, as amended from time to time;

         

	(53)	“Net Debt” 	as on any Testing Date, shall mean the difference between (i) and (ii), where: (i) Total Debt and (ii) the amount of Cash and Cash Equivalents on consolidated basis; 


 




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	(54)	
        “Investor Aggregate
        Accreted Amount”

         
	
        aggregate of Investor Series
        1 CCD Subscription Amount, Investor Series 2 CCD Subscription Amount and Additional Investment Amount;

         

	(55)	“Investor Series 1 CCD” or “Series 1 CCD”	
        means 2,00,00,000 (two crore)
        compulsorily convertible secured debentures of the Company of a face value of INR 100 (Rupees one hundred only) each and having
        the terms detailed in Schedule IV, being subscribed to by the Investor pursuant to and in accordance with this DSA;

         

	(56)	“Investor Series 2 CCD” or “Series 2 CCD”	
        means 2,00,00,000 (two crore)
        partly paid compulsorily convertible secured debentures of the Company of a face value of Rs.100 each and having the terms detailed
        in Schedule IV, being subscribed to by the Investor pursuant to and in accordance with this DSA;

         

	(57)	“Investor Series 1 CCD Subscription Amount”	
        means an aggregate subscription
        amount of INR 200,00,00,000 (Rupees two hundred crores only) being invested by the Investor pursuant to and in accordance with
        this DSA for subscribing to Investor Series 1 CCD in tranches;

         

	(58)	“Investor Series 2 CCD Subscription Amount”	
        means an aggregate subscription
        amount of INR 200,00,00,000 (Rupees two hundred crore only) being invested by the Investor towards subscription of Investor Series
        2 CCDs;

         

	(59)	“Investor CCDs”	
        means Investor Series 1 CCD
        and Investor Series 2 CCD and Additional CCDs (if subscribed to by the Investor in accordance with the terms of the DSA);

         

	(60)	“Persons”	
        means a natural person, company,
        corporation, association, unincorporated association, society, Hindu undivided family, partnership (general or limited), joint
        venture, estate, trust, limited liability company, limited liability partnership, proprietorship, single business unit, division
        or undertaking of any of the above or, any other legal entity, individual, Government or Governmental Authority;

         

	(61)	“Promoter HoldCo”	means Ramanand Core Investment Company Pvt. Ltd.

                                                                                 

	(62)	“Promoter Group”	
        means HoldCo and other subsidiaries
        of HoldCo;

         

	(63)	“Qualified IPO”	
        means the Exit Event as stipulated
        in Clause 17.5;

         

	(64)	
        “Recognised Stock Exchange”

         
	
        means the Bombay Stock Exchange
        Limited and/or the National Stock Exchange of India Limited and/ or National Association of Securities Dealers Automated Quotations
        (Nasdaq) or any other stock exchange outside India as approved by the IPO Committee;

         

	(65)	“Relatives”	
        shall have the meaning
set forth in the Act; 

         

	(66)	“Restated Charter Documents”	means the amended and restated memorandum of association and articles of association of the Company to include the provisions of this DSA in Agreed Form; 


 




    	 	12	 



     


    




 


	(67)	"ROC"	
        means the Registrar of Companies;

         

	(68)	“Securities”	
        means any equity shares,
        any preference shares, scrips, stocks, bonds, convertible debentures (including the Investor Series 1 CCD, Investor Series 2 CCD
        and Additional CCDs, if allotted and subscribed to by the Investor) or other securities of a like nature, or any rights, options,
        warrants, instruments or other securities that are directly or indirectly convertible into, or exercisable or exchangeable for
        or entitling the holder to receive equity shares or to purchase securities or rights to subscribe for securities which by their
        terms are convertible into or exchangeable for equity shares, whether issued and existing as of the Long Stop Date or issued and
        allotted by the Company at any time after the Long Stop Date;

         

	(69)	
        “Shareholders”

         

         
	means from time to time, a Person in whose name equity shares or preference shares are registered in the Company’s register of members and/ or register of preference shares, collectively, and “Shareholder” means any 1 (one) of such parties individually;

                                                                        

	(70)	“Secured Obligations”	shall mean all obligations at any time due, owing or incurred by the Company and/or the HoldCo to the Investor under this Agreement and/ or Transaction Documents in respect of the Investor Series 1 CCDs, Investor Series 2 CCDs and Additional CCDs, if allotted and subscribed to by the Investor, the Coupon on Investor Series 1 CCDs and Investor Series 2 CCDs and Additional CCDs, if allotted and subscribed to by the Investor), and Default Interest, any outstanding remuneration and/or expenses of the Debenture Trustee and all fees, costs, charges and expenses payable to the  Debenture Trustee/Investor and other monies payable by the Company in respect of the Investor Series 1 CCDs and Investor Series 2 CCDs and Additional CCDs, if allotted and subscribed to by the Investor under the Transaction Documents; any and all sums advanced by the Debenture Trustee in order to preserve the Security created by Company in relation to the Investor CCDs in the event of any proceedings for the collection and/or enforcement of the obligations of the Company in respect of the Investor Series 1 CCDs and Investor Series 2 CCDs and Additional CCDs, if allotted and subscribed to by the Investor,  the expenses  (on the basis of actuals) of retaking, holding, preparing for sale, selling or otherwise disposing of or realizing the Secured Interest made available for the Investor Series 1 CCDs and Investor Series 2 CCDs and Additional CCDs, if allotted and subscribed to by the Investor or any part thereof, or of any exercise of the Investor of its right under the relevant Transaction Documents, together with legal fees and court costs; 


 




    	 	13	 



     


    




 


	(71)	
        “Security” or
        “Secured Interest”

         
	
        Second charge over the identified
        movable assets of the Company as acceptable to the Investor in any of the following data centre locations:

         

        (i)       “Cyber
        Park”, 1st & 3rd Floor. in Plot No.76, 77, Daddathagur Village, Begur, Hobbli, Bengaluru – 560 100;
        or

         

        (ii)       “Tidel
        Park”, 2nd Floor, No.4, Rajiv Gandhi Salai, Taramani, Chennai - 600 113; or

         

        (iii)       4th
        or 5th or 6th Floor, at No. 10, Kalwa Industrial Estate, Airoli, Mumbai – 400 708; or

         

        (iv)       T-251
        & T-261, Vashi Complex, Vashi Railway Station, Mumbai - 400 703; or

         

        (v)       Plot
No.7, Block – B, Sector – 132, Noida, Gautham Budh Nagar, U.P – 201 304. 

         

	(72)	
        “Security Documents”

         
	shall mean and include without limitation any documents entered into or executed by the Company including mortgage deed, the necessary powers of attorney, and all such other documents as may be required for creating and perfecting the Security in favour of the Investor/ Debenture Trustee, in accordance with the DSA, for the benefit of the Investor (and their successors and assigns from time to time), which shall be in Agreed Form; 
	 	 	 
	(73)	“Strategic Investor”	
        shall mean any Person which
        controls (either directly or through any group entities or Affiliates) any entities engaged in the business same as the Business
        of the Company who is not a Financial Investor;

         

	(74)	“Tax”	
        means any taxes including
        any stamp duty, interest tax, excise duties, customs duties, value added tax, sales tax, local taxes, charges, cess, GST, entry
        tax, octroi and any impost or surcharge of like nature (whether central, state or local) relating to the business of the Company
        and/or the transactions as contemplated under the Transaction Documents, charged, levied or imposed by any Governmental Authority,
        as per the requirements of Applicable Laws;

         

	(75)	“Testing Period”	
        shall mean and refer to each
        financial year, for which the relevant financial covenant or other covenants as set out in this DSA are required to be tested;

         

	(76)	“Testing Date”	
        shall in relation
to each Testing Period, mean the date on which the financial statements of the Company are provided to the Investor in accordance
with the provisions of this DSA; 



 




    	 	14	 



     


    




 


	(77)	“Transfer”	
        means to transfer, sell,
        convey, assign, pledge, hypothecate, create a security interest in or Encumbrance on, place in trust (voting or otherwise),
        transfer by operation of law or in any other way subject to any encumbrance or dispose of, whether or not voluntarily, and “Transferring”
        and “Transferred” have corresponding meanings;

         

	(78)	“Total Debt”	
        as on any Testing Date, shall
        mean the aggregate of all-outstanding long term and short-term loans or debentures, lease liabilities, utilized amounts of fund-based
        loans and any other short-term loans (excluding non-fund based working capital) but does not include any other outstanding compulsory
        convertible instruments;

         

	(79)	“Transaction Documents”	
        shall mean the documents
        executed in relation to the issue of the Investor Series 1 CCD, Investor Series 2 CCD and Additional CCD (if allotted to and subscribed
        by the Investor in accordance with the terms of the DSA) and the creation of the Security in relation to the Investor CCDs including
        but not limited to the Disclosure Letter, Debenture Trustee Agreement, this DSA, the Security Documents, put option agreement entered
        into by and between HoldCo and the Investor, undertaking issued by the Controlling shareholder in favour of the Investor of the
        even date, letter of even date depicting Illustration pertaining to Conversion Ratio of the Investor CCDs, letter of even date
        detailing Business Plan of the Company as shared by the Company with the Investor and any other documents/ writings designated
        as such by the Parties and any other documents executed between the Investor and the Company; and

         

	(80)	“Warranties”	shall have the meaning assigned to it in Clause 10.1 of this DSA.


 


		1.2	Interpretation



 


		1.2.1.	The terms referred to in this DSA shall, unless defined otherwise
or inconsistent with the context or meaning thereof, bear the meanings ascribed to them under the relevant statute/legislation.




 


		1.2.2.	Reference to statutory provisions shall be construed as meaning
and including references also to any amendment or re-enactment (on or after the Execution Date) for the time being in force and
to all statutory instruments or orders made pursuant to such statutory provisions.



 


		1.2.3.	Any reference to a document in “Agreed Form”
is to a document in a form agreed between the Parties initialled for the purpose of identification by or on behalf of each of them
(in each case with such amendments as may be agreed by or on behalf of the Parties).



 


		1.2.4.	Any reference to “account”
or “Accounts” shall include the relevant balance sheets and profit and loss
accounts together with all documents which are required by Applicable Law to be annexed to the accounts of the Company, to be laid
before the Company in the general meeting for the relevant Financial Year.



 




    	 	15	 



     


    

 


		1.2.5.	The words “hereof,”
“herein” and “hereunder”
and words of similar import when used in this DSA shall refer to this DSA as a whole and not to any particular provision of this
DSA. The words “include”, “including”
and “among other things” shall, in all cases, be deemed to be followed by
“without limitation” or “but not limited to”
whether or not they are followed by such phrases or words of like import.



 


		1.2.6.	Words denoting the singular shall include the plural and words
denoting any gender shall include all genders.



 


		1.2.7.	Table of contents, headings, subheadings, titles, subtitles to
clauses, sub-clauses and paragraphs are for information and convenience only and shall not form part of the operative provisions
of this DSA or the annexures hereto and shall not affect the interpretation or construction of this DSA.



 


		1.2.8.	References to Recitals, Clauses, Appendices, Annexures, Paragraphs,
Preamble and Schedules are to recitals, appendices and annexures to, and clauses, paragraphs, preamble and schedules of this DSA,
all of which form part of this DSA.



 


		1.2.9.	Unless otherwise specified, references to days, months and years
are to calendar days, calendar months and calendar years, respectively.



 


		1.2.10.	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 DSA 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. 



 


		1.2.11.	All approvals and/or consents to be granted by the Parties under
this DSA shall be deemed to mean approvals and/or consents in writing. Words “directly or indirectly”
mean directly or indirectly through one or more intermediary Persons or through contractual or other legal arrangements, and “direct
or indirect” have the correlative meanings.



 


		1.2.12.	Where any obligation of a Party under this DSA (“Subject
Obligation”) requires consent (including from any Governmental Authority) in order for
the Subject Obligation to be performed validly, then the Subject Obligation shall be deemed to include the obligation to apply
for, obtain, maintain and comply with the terms of, all such consents and the time provided for the completion of the Subject Obligation
shall be extended for the time required to obtain such consent, except if and to the extent that the provisions of Applicable Law
or this DSA require another Party to obtain such consent.



 


		1.2.13.	Any reference to “writing”
shall include printing, typing, lithography, transmissions by facsimile, electronic mail and other means of reproducing words in
visible form but excluding text messaging via mobile/ smart phones.



 


		1.2.14.	The words “include”
and “including” are to be construed without limitation.



 


		1.2.15.	No provisions shall be interpreted in favour of, or against,
any Party by reason of the extent to which such Party or its counsel participated in the drafting hereof or by reason of the extent
to which any such provision is inconsistent with any prior draft hereof.



 




    	 	16	 



     


    

 


		1.2.16.	If, in calculating a price or an amount, the relevant variables
for such calculation are expressed in different currencies then all such variables for the purposes of such calculation shall be
in Indian Rupees.



 


		1.2.17.	If there is any conflict or inconsistency between a term in the
body of this DSA and a term in any of the schedules or any other document referred to or otherwise incorporated in this DSA, the
term in the body of this DSA shall take precedence.



 


		1.2.18.	The Parties agree and undertake that notwithstanding anything
to the contrary contained in this DSA, the Shareholders shall undertake all such measures as may be required to give effect to
the provisions of this DSA including but not limited to voting in such manner as may be necessary to give effect to the provisions
of this DSA.



 


		1.2.19.	To the extent any statement contained in this DSA is qualified
by the knowledge, belief or awareness of the Company, such statement shall be deemed to include any knowledge, belief or awareness
which the Company would have, based on all the data, facts, information by whatever name called, that is within the actual knowledge
of any identified key employee or Director, after exercising reasonable care and diligence, in case of the Company. 



 


		1.2.20.	The Investor CCDs shall not be considered secured for the purposes
of the Act; however, Investor CCDs shall be considered secured for contractual purposes. 



 


		2.	EFFECTIVE DATE



 


		2.1	This DSA shall come into force and be binding on the Parties
effective on and from the Execution Date of this DSA. 



 


		2.2	On the Execution Date, the HoldCo and each of the other Shareholder
shall vote at any general meeting and shall take all other actions as may be necessary, to give effect to the provisions of this
DSA and to ensure the inclusion in the Restated Charter Documents of the relevant rights and obligations of the Investor included
in this DSA. In addition, the HoldCo and each of the other Shareholder shall vote at any general meeting upon any matter submitted
for action by the Shareholders or with respect to which the Shareholders may vote in conformity with the specific terms and provisions
of this DSA to give complete legal effect to the provisions of this DSA, including making necessary amendments to the Restated
Charter Documents.



 


		3.	SUBSCRIPTION AND CONSIDERATION



 


		3.1	Subject to the terms and conditions of this DSA, the Investor
agrees to subscribe to and the Company agrees to issue and allot the Investor Series 1 CCD to the Investor, free and clear from
all Encumbrances and together with all rights, title and interest appertaining thereto, and shall be entitled to the benefits arising
and agreed to under this DSA, for a consideration of the Investor Series 1 CCD Subscription Amount, on the First Closing Date.




 




    	 	17	 



     


    

 


		3.2	Subject to the terms and conditions of this DSA, the Investor
agrees to subscribe to and the Company agrees to issue and allot the Investor Series 2 CCD to the Investor, free and clear from
all Encumbrances and together with all rights, title and interest appertaining thereto, and shall be entitled to the benefits arising
and agreed to under this DSA, on the First Closing Date. These Investor Series 2 CCD shall be fully paid between October 1, 2022
and March 31, 2023 (“Investor Series 2 CCD Drawdown Period”). 1% (one per
cent) of the price per Investor Series 2 CCD, i.e., an aggregate amount of INR 2,00,00,000 (Rupees Two Crore only), shall be paid
upfront on the subscription of such Investor Series 2 CCD. The balance 99% (ninety nine per cent) of the price per Investor Series
2 CCD, i.e., an aggregate amount of INR 198,00,00,000 (Rupees One Hundred and Ninety Eight Crore only), shall be payable prior
to or on March 31, 2023 (“Investor Series 2 CCD Drawdown Long Stop Date”).
The Company shall give a notice in writing of 30 (thirty) days to the Investor during Investor Series 2 CCD Drawdown Period but
in any event prior to the Investor Series 2 CCD Drawdown Long Stop Date with respect to the payment of the unpaid call monies towards
the balance 99% (ninety nine per cent) of the price per Investor Series 2 CCD. It is further agreed that any capital call on the
Investor Series 2 CCDs shall be for a minimum amount of INR 100,00,00,000 (Rupees one hundred crores only) or in multiples of INR
100,00,00,000 (Rupees one hundred crores only) or rounded off thereto, with the nominal consideration paid upfront. The Investor
shall have the right to Transfer these Investor Series 2 CCDs to any of its Affiliates, in which case the balance 99% (ninety nine
per cent) of the price per Investor Series 2 CCD shall be payable by such Affiliate. In the event the Company does not make any
capital call against the Investor Series 2 CCD, then Investor Series 2 CCD Drawdown Long Stop Date shall deemed to be the call
date for the balance amount against Investor Series 2 CCD and the Investor shall make payment of the balance amounts due on the
Investor Series 2 CCD on the Investor Series 2 CCD Drawdown Long Stop Date and the Company shall be bound to accept the same and
confirm that the Investor Series 2 CCD has been fully paid on the Investor Series 2 CCD Drawdown Long Stop Date.



 


		3.3	The capitalisation and shareholding pattern of the Company, as
on the Execution Date is as set out in Part A of Schedule II,
and as on the First Closing Date shall be as set out in Part B of Schedule II.



 


		3.4	The Company shall and the HoldCo shall procure that the Company
shall undertake all necessary actions and extend all assistance and co-operation to the Investor, including procuring the passing
of any resolutions of the Board or the Shareholders, to obtain all approvals, and making all necessary filings in relation to the
subscription to the Investor Series 1 CCD and Investor Series 2 CCD, if any, required under Applicable Law.



 


		3.5	The Company and the HoldCo shall exercise all rights and powers
available to each of them (including in the case of the HoldCo, their voting rights), to procure that all Investor Series 1 CCD
and Investor Series 2 CCD are issued and allotted on the First Closing Date which shall be on or before expiry of January 31, 2022
or such other date as may be extended by the mutual agreement of the Parties (the “Long Stop Date”).



 


		3.6	End Use: The Company shall utilise the monies received from the
subscription of Investor CCDs solely towards expansion of existing and new datacentres, including land acquisition for data centres,
repayment of existing debt of the Company, which details of the existing debt of the Company as annexed as Schedule IX,
investment for procuring an alternate source of power and working capital for the Business.



 


		3.7	Further Investment by the Investor: The Company shall have the
option and right to require the Investor to acquire additional compulsory convertible debentures of the Company (“Additional
CCDs”) in one or more tranches during Financial Year 2022, Financial Year 2023, Financial
Year 2024, Financial Year 2025 or October 1, 2026 for upto an aggregate subscription amount of INR 600,00,00,000 (Rupees six hundred
crores only) (“Additional Investment Amount”) during the period between October
1 and March 31 of the relevant Financial Year. The Investor shall be obligated to subscribe to such Additional CCDs, provided that
the Company communicates to the Investor in writing of its requirement for Additional Investment Amount along with the drawdown
dates and drawdown amounts on or prior to October 31, 2023 . It is further agreed that any drawdown/ capital call on the Additional
CCDs shall be for a minimum amount of INR 100,00,00,000 (Rupees one hundred crores only) or in multiples of INR 100,00,00,000 (Rupees
one hundred crores only).



 




    	 	18	 



     


    

 


		3.8	Transfer to Affiliates by the Investor: In addition to Investor’s
right to assign and Transfer as contemplated in Clause 26 and the terms of issuance of the Investor CCDs as set out in Schedule
IV, the Investor shall also have the right to do the following: 



 


		3.8.1.	The Investor shall be free to Transfer any of its Investor CCDs
post allotment to any of its Affiliates. Such Affiliate shall be bound by all the terms and conditions of this DSA and all the
obligations under this DSA and shall give a written confirmation thereto in the form of a Deed of Adherence for Investor Affiliate
Transferee.



 


		3.8.2.	Investor shall also have the right to Transfer Series 2 CCDs
to any of its Affiliates in which case, any capital calls as contemplated in Clause 3.2 on Series 2 CCD shall be fulfilled by such
Affiliate of the Investor. Such Affiliate shall be bound by all the terms and conditions of this DSA and all the obligations under
this DSA and shall give a written confirmation thereto in the form of a Deed of Adherence for Investor Affiliate Transferee.



 


		3.8.3.	Investor shall also have the right to assign its rights and obligations
in relation to Additional CCDs in favour of an Affiliate, in which case, such Additional CCDs shall be subscribed to by such Affiliate
of the Investor. Such Affiliate shall be bound by all the terms and conditions of this DSA and all the obligations under this DSA
and shall give a written confirmation thereto in the form of a Deed of Adherence for Investor Affiliate Transferee. 



 


		4.	CONDITIONS PRECEDENT



 


		4.1	The obligation of the Investor to subscribe to any Investor Series
1 CCD and Investor Series 2 CCD is subject to the fulfilment (or where applicable, waiver by the Investor) of the Conditions Precedent
as set out in Schedule III, to the satisfaction of the Investor.



 


		4.2	The obligation of the Investor to subscribe to any Additional
CCDs shall be subject to the fulfilment (or where applicable, waiver by the Investor) of the Conditions Precedent as set out in
Schedule III (as relevant and applicable) and such other conditions precedent as the Investor
may require at the relevant point in time, to the satisfaction of the Investor (acting reasonably). 



 


		5.	Fulfillment of CONDITIONS PRECEDENT



 


		5.1	The Investor is entitled (but not obligated), at its sole discretion,
to waive the fulfilment of all or any of the Conditions Precedent, in whole or in part, at any time by written notice to the Company.
Upon satisfaction of all of the Conditions Precedent, the Company shall deliver the CP Satisfaction Letter to the Investor, together
with all relevant documentary evidence to support the statements in such letter, confirming that the Conditions Precedent have
been satisfied or, to the extent applicable, waived. Thereafter, the Investor shall confirm in writing by delivery of a confirmation
notice whether the CP Satisfaction Letter is acceptable to it (“CP Confirmation Notice”).



 


		6.	NON-SATISFACTION



 


		6.1	If any or all of the Conditions Precedent is/ are not completed
to the satisfaction of the Investor on or before the Long Stop Date, then the Investor shall be entitled to terminate this DSA
in relation to itself. In the case of such termination by the Investor under this Clause 6.1, no Party shall have any rights or
claims against the Investor terminating this DSA, save for those that survive termination of this DSA in accordance with the provisions
of Clause 36.



 




    	 	19	 



     


    

 


		6.2	If any or all of the Conditions Precedent as required by the
Investor is/ are not completed to the satisfaction of the Investor on or before the Additional CCDs Long Stop Date, then the Investor
shall have no obligation to subscribe to the Additional CCDs as contemplated in Clause 3.7. 



 


		7.	ACTIONS PENDING COMPLETION



 


		7.1	From the Execution Date of this DSA and on the First Closing
Date, the Company and the HoldCo shall ensure that the Warranties shall continue to be true, complete, correct and not misleading
in any way as of the date hereof and will remain to be true, complete, correct and not misleading as of the First Closing Date,
and/ or no Material Adverse Effect and/ or Event of Default have taken place. Each of the Warranties shall remain to be true, complete,
correct and not misleading as of date(s) of the subscription of Additional CCDs by the Investor and/ or no Material Adverse Effect
and/ or no Event of Default (if curable, which remains unremedied as per Investor’s decision) shall subsist on any subsequent
closing date(s) with respect to the allotment and subscription of Additional CCDs.



 


		7.2	Without prejudice to the provisions of this Clause 7.2, the Company
and the HoldCo shall immediately (and in any event within 15 (fifteen) Business Days of occurrence) notify, in writing, the Investor
of any event, matter, circumstance, condition or state of fact or thing which constitutes a misrepresentation or a breach of any
of the Warranties or has a Material Adverse Effect on the Company and/ or the HoldCo, and shall, within 15 (fifteen) Business Days
of request from the Investor provide the particulars as such that the Investor may request in relation to the aforementioned occurrence.
This provision shall also be applicable in case of acquisition of the Additional CCDs.



 


		8.	CLOSING



 


		8.1	Subject to Clauses 4, 5, 6 and 7, the First Closing shall take
place within 15 (fifteen) Business Days from the date of the CP Satisfaction Letter (“Closing Date”
or “First Closing Date”).



 


		8.2	The Parties hereby agree that the First Closing shall take place
no later than the First Closing Date. It is further agreed between the Parties that all the obligations set out in Clause 8.3 and
Clause 8.4 shall take place simultaneously on the First Closing Date. In the event one or more actions stipulated in Clauses 8.3
and 8.4 spill over to the next Business Day, the First Closing Date shall be deemed to be the date on which the last of the closing
actions take place.



 


		8.3	Closing obligations of the Investors at the Closing:



 


		8.3.1.	On the First Closing Date, Investor shall pay INR 202,00,00,000 (Rupees two hundred and two crore
only) to the Company through RTGS payment mechanism into the Company's bank account, the details of which are as provided below:



 


Bank Name: HDFC
Bank Limited


Bank Address:
No. 115, First Floor, Dr. Radhakrishnan Salai, Chennai 600004


Account
Name: Sify Infinit Spaces Limited


Account Type:
Current Account


Account Number:
57500000533226


RTGS/NEFT/IFSC
Code: HDFC0001097


Swift Code:
HDFCINBBCHE 


 


		8.3.2.	On the First Closing Date, the Company shall and the HoldCo shall procure that the Company shall,
in addition to any other matters to be attended to or incidental to such subscription, undertake the following actions:



 


		(i)	the Company shall issue and allot the Investor Series 1 CCD and Investor Series 2 CCD to the Investor
and shall deliver a letter of allotment in relation to the Investor Series 1 CCD and Investor Series 2 CCD, in favour of the Investor.



 




    	 	20	 



     


    

 


		(ii)	convene a meeting of the Board at which meeting the Board shall approve and resolve: (a)
the allotment of the Investor Series 1 CCD and Investor Series 2 CCD to the Investor and authorising the undertaking of all actions
as required to issue CCD certificates representing the Investor Series 1 CCD and Investor Series 2 CCD to the Investor; (b)
recording the name of the Investor in the Company’s register of debenture holders as the legal and beneficial owner of the
Investor Series 1 CCD and Investor Series 2 CCD; (c) authorizing the filing of all requisite forms and documents by the
Company with the appropriate Governmental Authorities; (d) approving the Restated Charter Documents in the Agreed Form;
and (e) convening a general meeting of the Shareholders of the Company to approve the adoption of the Restated Charter Documents.



 


		(iii)	convene a meeting of the Shareholders at which meeting the Shareholders shall approve and resolve
to adopt the Restated Charter Document, effective from First Closing Date.



 


		(iv)	deliver to the Investor certified copies of the resolutions passed at the meeting of the Board
and Shareholders referred to in this Clause 8.3.



 


		8.4	All the closing related obligations as set out in Clause 8 shall
apply mutatis mutandis at the time of allotment and subscription of Additional CCDs by the Investor.



 


		9.	CONDITIONS SUBSEQUENT TO CLOSING



 


		9.1	The Company undertakes to and the HoldCo shall procure that the
Company shall complete each of the activities/ events including regulatory or statutory filings set out in Schedule V.



 


		9.2	The Company undertakes to and the HoldCo shall procure that the
Company shall complete each of the activities/ events including regulatory or statutory filings set out in Schedule V (as
relevant and applicable for Additional CCDs and such other conditions subsequent as may be mutually agreed between the Parties).




 


		10.	REPRESENTATIONS AND WARRANTIES



 


		10.1	Representations and Warranties of the Company



 


		10.1.1.	The Company and the HoldCo, jointly and severally, represent and warrant to the Investor that each
of the representations and warranties as set out in Clause 10.1.2 and in Schedule VI (collectively referred to as “Warranties”)
are, true, accurate, complete and not misleading as on the date of this DSA and shall continue to be true, accurate, complete and
not misleading as on the First Closing Date and any subsequent closing date(s) with respect to the allotment and subscription of
Additional CCDs.



 


		10.1.2.	In addition to the Warranties set out in Schedule VI of this DSA, the HoldCo and the Company,
jointly and severally, represent and warrant that:



 


		(i)	they have full power and the capacity and authority to enter into and execute this DSA and to perform
all of its obligations hereunder;



 




    	 	21	 



     


    

 


		(ii)	this DSA, upon execution, constitutes legal, valid and binding obligations of the HoldCo and the
Company and is enforceable in accordance with its respective terms;



 


		(iii)	the execution and delivery of this DSA by it and the performance of its obligations under this
DSA do not and will not violate or conflict with any Applicable Law, rule or regulation applicable to it, any provisions of its
constitutional documents (if applicable), any order or judgment of any court or other Governmental Authority applicable to it or
any of its assets or any contractual restriction binding on or affecting it or any of its assets;



 


		(iv)	they have obtained all approvals required to be obtained by it for issuance of the Series 1 CCDs
and Series 2 CCDs and Additional CCDs; and



 


		(v)	they are in compliance with the Anti-Corruption Laws and Anti-Money Laundering Laws.



 


		10.1.3.	Upon completion of financial and legal due diligence the Investor may require additional representations
and warranties basis the findings of such financial and legal due diligence, in which case, the Company and the HoldCo, jointly
and severally, represent and warrant to the Investor that each of such additional representations and warranties are, true, accurate,
complete and not misleading and shall continue to be true, accurate, complete and not misleading as on the First Closing Date and
any subsequent closing date(s) with respect to the allotment and subscription of Additional CCDs.



 


		10.1.4.	The HoldCo shall ensure that no actions are performed by the Company that would result in any of
the Warranties being breached or rendered false, inaccurate, incomplete or misleading.



 


		10.1.5.	Each Warranty is given subject to the matters specifically disclosed in the Disclosure Letter or
the updated Disclosure Letter, with respect to such Warranty. It is clarified that the fundamental Warranties are not subject to
any disclosures under the Disclosure Letter or the updated Disclosure Letter. It being clarified that if the Investor is not satisfied
with any of the disclosures contained in any updates to the Disclosure Letter at the First Closing Date or any subsequent closing
date(s) or during the subscription of the Additional CCDs, the Investor may refuse to invest the additional amounts.



 


		10.2	Representations and Warranties of the Investor



 


		10.2.1.	The Investor represents and warrants to the Company that each of the representations and warranties
of the Investor as set forth under this Clause 10.2 are true and correct as on the date of this DSA and shall continue to be true
and correct as of the First Closing Date and as of the subsequent closing date(s) with respect to the allotment and subscription
of any portion of the Series 2 CCDs and Additional CCDs.



 


		10.2.2.	The Investor represents and warrants that:



 


		(i)	it has full power and the capacity and authority to enter into and execute this DSA and to perform
all of its obligations hereunder;



 


		(ii)	this DSA, upon execution, constitutes legal, valid and binding obligations of the Investor and
is enforceable in accordance with its respective terms;



 




    	 	22	 



     


    

 


		(iii)	the execution and delivery of this DSA by it and the performance of its obligations under this
DSA do not and will not violate or conflict with any Applicable Law, rule or regulation applicable to it, any provisions of its
constitutional documents (if applicable), any order or judgment of any court or other Governmental Authority applicable to it or
any of its assets or any contractual restriction binding on or affecting it or any of its assets;



 


		(iv)	it has obtained all approvals required to be obtained by it for subscribing to its portion of the
Series 1 CCDs, Series 2 CCDs and Additional CCDs;



 


		(v)	it is a person resident in India for the purposes of Indian exchange control laws;



 


		(vi)	it is in compliance with the Anti-Corruption Laws; and



 


		(vii)	it is in compliance with the Anti-Money Laundering Laws.



 


		11.	SHAREHOLDING



 


		11.1	Following the subscription of all Series 1 CCD and Series 2 CCD
pursuant to this DSA, the shareholding pattern and capital structure of the Company as on the First Closing Date shall be as set
out in Schedule II.



 


		12.	COVENANTS



 


		12.1	Notwithstanding anything contained herein, the Investor CCDs
shall rank senior to all other classes of compulsory convertible preference shares and equity shares currently issued and allotted
by the Company or as may be issued and allotted in future, provided that any CCDs issued by the Company under Clauses 1.1.1(ix)(i),
1.1.1(ix)(ii), 1.1.1(ix)(iii) and 1.1.1(ix)(iv) shall rank pari passu with the Investor CCDs. In case of a Insolvency Event,
Investor CCDs shall rank senior to all other classes of compulsory convertible preference shares and equity, in the distribution
waterfall of liquidation proceeds. Upon occurrence of any Liquidation Event, the Investor however may, subject to obtaining appropriate
regulatory approvals, if any required, instead of seeking distribution of liquidation proceeds in accordance with the liquidation
preference waterfall may require the Investor CCDs conversion formula to be modified in a manner so as to provide the Investor
with same economic benefit as contemplated in this DSA.



 


		12.2	The Company and HoldCo shall ensure that the ultimate beneficial
owners and / or shareholders of the Promoter HoldCo and HoldCo shall, during the subsistence of this Agreement, ensure that the
business of datacentre shall be conducted only through the Company or through a joint venture company where the Company and customers
/ potential customers / DC operators are the only shareholders/ partners and no other entity comprising the Promoter Group and/
or its Affiliates shall be a shareholder of such joint venture, provided that post the Proposed Merger, the business of datacentre
shall be permitted to be conducted through the Company, which shall be the surviving entity pursuant to the Proposed Merger.



 


		12.3	Annual Business Plan: The Company shall ensure that the annual
business plan of the Company is finalized after taking into consideration inputs from the Investor



 




    	 	23	 



     


    

 


		12.4	Information Covenants



 


The
Company shall provide to the Investor in relation to the Company: 


 


		12.4.1.	promptly upon becoming aware of them, the details of any event which may have a Material Adverse
Effect on the Company;



 


		12.4.2.	promptly, notice of any change in its authorised signatories (in connection with the Transaction
Documents), signed by one of its directors or its company secretary, whose specimen signature has previously been provided to the
Investor accompanied (where relevant) by a specimen signature of each new signatory;



 


		12.4.3.	promptly, all letters, notices, petitions, plaints, and other documents relating to any suit, action,
petition, arbitration, litigation or other legal proceeding of any nature whatsoever commenced in relation to any winding-up and/or
in relation to any Insolvency Event by or against the Company;



 


		12.4.4.	promptly, all letters, notices, petitions, plaints, and other documents relating to any suit, action,
petition, arbitration, litigation or other legal proceeding of any nature whatsoever involving a liability exceeding INR 30,00,00,000
(Rupees thirty crores only);



 


		12.4.5.	promptly, all letters, notices, petitions, plaints, and other documents relating to any suit, action,
petition, arbitration, litigation or other legal proceeding of any nature whatsoever commenced (including in relation to any winding-up
and/or in relation to any Insolvency Event) by or against the Company, which would have an adverse impact on the obligations of
the Company under the Transaction Documents or the Security created;



 


		12.4.6.	promptly, notice(s) of any purported/estimated loss or damage exceeding INR 30,00,00,000 (Rupees
thirty crores only) which may be incurred and/or suffered by the Company due to the occurrence of any force majeure events and/or
any events and circumstances which adversely affect the performance by the Company of its respective obligations or covenants under
any agreements/documents including any acts of God i.e. fire, storms, pandemics, floods, earthquake or lightning, war, hostilities,
terrorist acts, riots, civil commotion or disturbances affecting the Company and/or the any of its respective properties/assets
and/or sabotage or explosions affecting the Company and/or any of its properties/assets, in relation to which the Company has not
obtained adequate insurance cover;



 


		12.4.7.	copies of all notices of the board meetings and shareholders’ meetings of the Company to
the Investor, simultaneously with the same being circulated to the directors / shareholders of Company, each certified by the chairman
or the chief executive officer or the company secretary of the Company as being true, accurate and not misleading;



 


		12.4.8.	all data and documents in respect of any Financial Indebtedness of the Company;



 


		12.4.9.	promptly, all details in respect of declaration of any default by any bank or financial institution
in respect of any Financial Indebtedness of the Company including default or breach of any covenants or undertakings by the Company
under any financing documents entered into by the Company with any such bank or financial institution;



 


		12.4.10.	at least 3 (three) Business Days prior to effecting any change in composition of the board of directors
of the Company (subject to Applicable Laws), the details of proposed changes;



 




    	 	24	 



     


    

 


		12.4.11.	at least 3 (three) Business Days prior to effecting any sale/ transfer/ disposal of assets of Company
of an aggregate value exceeding INR 30,00,00,000 (Rupees thirty crores only) in any year, the details of the assets proposed to
be sold/ transferred / disposed off;



 


		12.4.12.	any change in the annual business plan of the Company, within 3 (three) Business Days from such
change;



 


		12.4.13.	as soon as it becomes available, but in any event within 180 (one hundred and eighty) days after
the end of each Financial Year, the audited financial statements (both consolidated and standalone, wherever applicable) of the
Company;



 


		12.4.14.	as soon as it becomes available, but in any event within 60 (sixty) days after the end of each
quarter of the Financial Year, the unaudited financial statements for that Financial Year of the Company;



 


		12.4.15.	quarterly MIS of the Company, to be provided within a maximum period of 45 (forty five) days from
the end of each financial quarter, in such format as is acceptable to the Investor;



 


		12.4.16.	the consolidated annual budget for the Company for each new Financial Year as soon as practicable
but in any event no later than 30 (thirty) days prior to the expiry of the previous Financial Year;



 


		12.4.17.	certificate under Rule 11UA of Income Tax Rules, 1962, on the First Closing Date as of September
30, 2021 and on the subsequent closing date(s) basis accounts available as of the last calendar quarter end and as on the conversion
date(s) as of the last calendar quarter end to be provided within 30 days from such conversion date(s);



 


		12.4.18.	the Company shall (subject to Applicable Laws) furnish all such other information and documents
as may be reasonably required by the Investor from time to time;



 


		12.5	Financial Covenants



 


		12.5.1.	The Company shall ensure that



 


		(i)	the Net Debt on any Testing Date to the EBITDA for the trailing 12 (twelve) months ratio calculated
on a consolidated basis, for each Testing Date during the period commencing from the Closing, does not exceed 3 (three) times;
and



 


		(ii)	Debt Service Coverage Ratio does not fall below 1.15 times.



 


		12.5.2.	The financial covenants set out at Clause 12.5 above shall be tested as of every Testing Date,
basis trailing 12 (twelve) months data as per the financial statements / accounts of the Company submitted to the Investor pursuant
to Clause 12 herein.



 


		12.5.3.	It is hereby clarified that without prejudice to the obligation of the Company to provide financial
information regarding the Company, the Investor shall not be obliged to rely on such statements, and shall be entitled to appoint
external advisors, consultants and representatives, at its own cost, to separately calculate and certify compliance of the financial
covenants.



 




    	 	25	 



     


    

 


		12.6	Affirmative Covenants



 


The
Company covenants and undertakes that, until the final conversion date of the Investor CCDs, the Company shall comply with the
following: 


 


		12.6.1.	Laws: The Company shall comply in all material respects with all Applicable Laws including
the Act, all labour laws and governmental authorisations in the conduct of its Business and shall take all action as may be necessary
or prudent to effect or maintain compliance therewith.



 


		12.6.2.	The Company shall maintain its corporate existence and all rights and privileges in respect thereof
and obtain and comply with the terms of and do all that is necessary to maintain in full force and effect all authorizations, approvals,
permissions, no – objection certificates, permits, licenses and consents, by whatsoever name called, required to: (i)
lawfully carry on the Business and to enable the Company to enter into and perform its obligations under this DSA and the Transaction
Documents; (ii) to ensure the legality, validity, enforceability or admissibility in evidence thereof; and, (iii)
create and perfect the Security, as contemplated to be created and perfected under the terms and conditions of the Transaction
Documents within 180 days from the First Closing Date.



 


		12.6.3.	The Company shall file the necessary forms and such other papers/documents with the relevant ROC
as are required under the Act for the purpose of issuing the Investor CCDs and creation and/or perfection of Security and to file
the necessary forms and such other papers/documents with the relevant ROC as may be required under the Act for the purpose of creation
and/or perfection of security interests and promptly provide a proof of such filing with the relevant ROC to the Investor, no later
than 180 days from the First Closing Date.



 


		12.6.4.	Without prejudice to the above:



 


		(i)	The Company shall comply with the Anti-Corruption Laws.



 


		(ii)	No representative of the Company shall violate any applicable Anti-Corruption Laws. The Company
shall and the officers, directors, employees and agents of the Company conduct the business of the Company in compliance with all
Applicable Laws. The Company will cooperate with the Investor, in providing such additional information and documentation on the
Company’s legal or beneficial ownership, policies, procedures and sources of funds as may be required by the Investor.



 


		(iii)	The Company shall perform background checks on Persons transacting business of a material nature
with the Company and shall not knowingly transact business with any such Person in breach of the applicable Anti-Corruption Laws.



 


		(iv)	The Company shall comply with the Anti-Money Laundering Laws.



 


		(v)	The Company shall cooperate with the Investor in providing such additional information and documentation
on the Company’s legal or beneficial ownership, policies, procedures and sources of funds as may be required by the Investor.



 




    	 	26	 



     


    

 


		12.7	Books of Accounts



 


The
Company shall maintain proper books of record and account, in which full and accurate entries shall be made of all financial transactions
and the assets and Business of the Company, respectively, in accordance with the Applicable Law from time to time. 


 


		12.8	Right to inspection



 


In
the event the Investor is of the opinion that any of the terms of the DSA and/or any other Transaction Document entered into between
the Parties are breached or are likely to be breached or any event has happened or likely to happen that may directly or indirectly
affect the rights of the Investor in any way, then the Investor shall have at all times, the right to inspect the books and records
etc. of the Company and shall, at the cost of the Investor have right to appoint the counsel or consultant or chartered accountant
to inspect and conduct the concurrent audit of the Company and such counsel or consultant or chartered accountant shall have right
to take a copy/photocopy of any of such books, records etc. of either the Company, subject to at least 3 (three) Business Days
prior notice.


 


		12.9	Payment of Tax



 


The
Company shall pay and file before the same shall become delinquent, (i) all Taxes, assessments,
reassessments and governmental charges or levies imposed upon it or upon the properties, assets or revenues of the Company and
/ or in relation to the business of the Company; (ii) all Taxes as may be due and payable
to any Governmental Authorities, arising out of or in connection with the transactions as contemplated under the Transaction Documents;
and, (iii) all lawful claims and obligations that, if unpaid, might by law become a lien
upon any of the property, assets or revenues of the Company; provided, however, that the Company, shall not be required to pay
or to file any such tax, assessment, reassessment, charge, levy or claim, the amount, applicability or validity of which is being
contested in good faith and for which the Company has made adequate provisions. It is clarified that any direct Taxes (except withholding
taxes/ tax deductible at source if applicable) due and payable by the Investor to any Governmental Authority shall not be Company’s
obligation. 


 


		12.10	Corporate Governance



 


The
Company shall comply with rules and regulations of corporate governance as may be prescribed by any Governmental Authority or under
any Applicable Law.


 


		12.11	Observer on the Company



 


		12.11.1.	The Investor shall have the right to nominate an observer to the Board of the Company and the committees
(if any) constituted by the Board from time to time (“Investor Observer”). This right shall be available with
the Investor from the First Closing Date.



 


		12.11.2.	The Company shall indemnify the Investor Observer, subject to and to the extent permissible under
Applicable Law, including against any and all losses and expenses which such Investor Observer has incurred arising out of or in
connection with, any proceedings that such Investor Observer becomes a party to or is involved in as a result of being treated/
assumed as a director of the Company or otherwise; or any action, suit, claim, arbitration, appeals, hearings, litigation, judgments,
rulings, orders, decrees or injunctions or administrative/ regulatory proceeding, arising out of or relating to any such conduct,
or contravention of any Applicable Law in respect of the Business, and any action, suit, claim, arbitration, appeals, hearings,
litigation, judgments, rulings, orders, decrees or injunctions or administrative/ regulatory proceeding taken against the Investor
Observer in connection with any such contravention or alleged contravention, except where such liabilities arise solely due to
any fraud or wilful misconduct of such Investor Observer or any criminal offence committed by such Investor Observer and proven
before a competent court or other relevant Governmental Authority.



 




    	 	27	 



     


    

 


		12.11.3.	The Investor Observer shall be entitled to attend all meetings of the Board of Company and the
committees (if any) constituted by the Board of Company including the committee constituted / authorised to take decisions in respect
of the Strategic Sale Exit (as defined in Clause 16.3) and the said Investor Observer shall be provided with notices of all such
meetings at the same time as the other directors of who are entitled to attend such meetings but shall not have the right to participate
in any decision making or discussions or vote at the meeting or be considered for quorum and shall only be entitled to observe
the proceedings of the meetings of the Board. If, at any time, the Investor Observer is not able to attend any meeting, the Investor
may depute another observer to attend the said meeting as per the requirements of Clause 12.11.5 below.



 


		12.11.4.	Any expenditure incurred by the Investor and/or the Investor Observer in connection with the travel
and stay expenses of the Investor Observer for attending Board meetings shall be borne and payable by the Company.



 


		12.11.5.	The appointment/removal of an Investor Observer shall be by notice in writing by Investor, addressed
to the Company and shall (unless otherwise indicated in such notice) take effect forthwith upon such a notice being delivered to
the Company.



 


		12.11.6.	The Company shall obtain directors’ and officers’ liability insurance which will also
cover the Nominee Director, within 30 (thirty) Business Days of appointment of the Nominee Director and maintain in all material
respect, with such coverage not lesser than USD 10,000,000 (United States Dollar Ten Million only) and shall make timely payment
of all premiums in relation thereto.



 


		12.12	General Undertakings



 


The
Company hereby agrees, acknowledges, covenants and undertakes as follows: 


 


		12.12.1.	The Company shall ensure that no action is taken in relation to any issuance of any Securities,
corporate restructuring, re-organisation, and/ or re-capitalisation of any sort by the Company without obtaining the prior written
consent of the Investor, including but not limited to merger, demerger, amalgamation or reconstruction, buy-back, capital reduction,
spin-off, consolidation or liquidation or the like or undertake any fund / capital raising exercise except:



 


		(i)	The Promoter Group and/or its subsidiaries may further capitalize the Company by way of compulsorily
convertible debentures (“Promoter CCDs”) at the same or higher valuation and terms same as Investor CCDs (“Promoter
CCD Issuance”). It is clarified that for the purpose of conversion of Promoter CCDs, EBITDA of the Financial Year immediately
succeeding the Financial Year in which such Promoter CCDs are subscribed to any Person from the Promoter Group shall be referred
to. As an example, if the Promoter CCDs are issued in the Financial Year 2022-23, then for the purpose of conversion of Promoter
CCDs, EBITDA of Financial Year 2023-24 shall be referred to; or



 




    	 	28	 



     


    

 


		(ii)	The Company may issue new Securities of the Company (“Primary Issuance”) of
up to 15% (fifteen per cent) of fully diluted equity capital of the Company to a Business Partner, at an equity valuation not less
than the Equity Valuation and on such financial terms and conditions which are not superior to Investor CCDs; or



 


		(iii)	The Company may issue employee stock options to the employees of the Company not exceeding 5% (five
percent) of the paid up share capital of the Company (on a Fully Diluted Basis); or



 


		(iv)	Strategic Sale Exit (as defined in Clause 16.3).



 


		12.12.2.	The HoldCo and the Company shall ensure that there is no change in Control of the Company, without
obtaining the prior written consent of the Investor, other than as a result of occurrence of an Exit Event or Strategic Sale Exit,
as contemplated in this DSA.



 


		12.12.3.	The Company shall ensure that the Promoter HoldCo shall own more than 50% (fifty per cent) of the
HoldCo. The Company shall ensure that the Company shall not enter into any related party transactions (other than on arms’
length basis and on fair market value basis) (directly or indirectly), without obtaining the prior written consent of the Investor.



 


		12.12.4.	With respect to existing related party transactions, the Company shall enter into long term agreements
with the same related party.



 


		12.12.5.	The Company hereby agrees and undertakes that the Company shall avail no further Financial Indebtedness
without obtaining prior written consent of the Investor except as permitted in Clause 12.12.1.



 


		12.12.6.	The Company shall not declare interim and final dividend without the prior written consent of the
Investor.



 


		12.12.7.	The Company shall ensure that no change is made in the Restated Charter Documents of the Company,
without obtaining the prior written consent of the Investor, provided that such consent shall not be unreasonably withheld by the
Investor and except to the extent as may be required under Applicable Law to give effect to the Exit Event.



 


		12.12.8.	The Company and the HoldCo shall ensure that there is no sale or disposal of any business division
or substantial portion of the business the Company, unless approved by the Investor in writing.



 


		12.12.9.	The Company shall, at all times, obtain and maintain, or cause to be obtained and maintained, in
full force and effect (or where appropriate, renew) all clearances/ authorizations required for the purposes of the business and
all transactions as contemplated by the Transaction Documents, non-procuring or non-renewal whereof shall have a Material Adverse
Effect.



 


		12.12.10.	The Company shall create all necessary Security and execute all the Security Documents as may be
required by the Investor as per the terms hereof and shall ensure that all Transaction Documents, when executed, shall constitute
its legal, valid and binding obligation under the provisions of Applicable Law.



 




    	 	29	 



     


    

 


		12.12.11.	If the directors of the Company or the HoldCo are added to any defaulter’s list by any Governmental
Authority, the Company, the HoldCo shall take immediate steps forthwith to remove such Person from the board of directors of the
Company or the HoldCo, as the case may be.



 


		12.12.12.	The Company shall promptly supply certified copies to the Investor of any authorisation required
under any Applicable Law or regulation to enable it to perform its obligations under the Transaction Documents (including, without
limitation, in connection with any payment to be made hereunder) and to ensure the legality, validity, enforceability or admissibility
in evidence in its jurisdiction of incorporation of the Transaction Documents.



 


		12.12.13.	Merger of Printhouse India Private Limited (“PIPL”) and Sify Data and Managed
Services Limited (“SDMSL”) with the Company: The Company is proposing to merge PIPL and SDMSL into the Company
(“Proposed Merger”) whereby the share capital of PIPL shall be swapped for CCDs of the Company for an amount
equivalent to INR 60,00,00,000 (Rupees sixty crores only) at the Ongoing Merger Reference EBITDA and share capital of SDMSL shall
be swapped for compulsorily convertible debentures of the Company for an amount equivalent to INR 25,00,00,000 (Rupees twenty five
crores only) at the Ongoing Merger Reference EBITDA. The terms of these CCDs shall be the same as set out in Schedule IV
of this DSA. The Ongoing Merger Reference EBITDA shall mean the EBITDA of the Company for the Financial Year 2023. The Company
shall (and the HoldCo shall cause the Company to) ensure that the Proposed Merger of PIPL is completed no later than 24 (twenty-four)
months from the First Closing Date and the Proposed Merger of SDMS is completed before the Exit Event or Strategic Sale Exit, provided
that if the Proposed Merger of SDMS has not been completed prior to Strategic Sale Exit then the Strategic Equity Valuation should
include the valuation of SDMS.



 


		13.	PRE-EMPTIVE RIGHTS FOR NEW ISSUE OF SECURITIES



 


		13.1	In the event the Company is desirous of issuing any new Securities
after the First Closing (“Proposed Issuance”), the Company shall provide and
the HoldCo shall cause the Company to provide, a right to the Investor to participate, on a 100% (one hundred per cent) pro rata
basis, in order to enable the Investor and its Affiliates to maintain their shareholding percentage in the Company (on a Fully
Diluted Basis) at the same level as on the date immediately prior to the date of such Proposed Issuance, in any such Proposed Issuance,
exercisable by the Investor or through its Affiliates.



 


		13.2	The right of the Investor and its Affiliates set out in Clause
13.1, shall not be available in respect of the Proposed Issuances as per Clause (i) till such time that the Promoter Group invests
in such number of CCDs, which CCDs in itself and upon conversion shall aggregate to at least [***]% (*** per cent) (on a cumulative
basis) of the equity capital of the Company (on a Fully Diluted Basis), Clause (ii), Clause (iii) and Clause (iv).



 


		13.3	The Company shall give the Investor, a written notice of any
such Proposed Issuance and such notice shall specify:



 


		(i)	the number and class of Securities proposed to be issued;



 


		(ii)	the price for the Proposed Issuance;



 




    	 	30	 



     


    

 


		(iii)	the manner and time of payment of the subscription amount;



 


		(iv)	the date of the Proposed Issuance; and 



 


		(v)	other terms and conditions for the Proposed Issuance. (the “Offered
Terms”).



 


		13.4	The Investor shall be required to communicate to the Company,
in writing, whether or not the Offered Terms are acceptable to them within 30 (thirty) Business Days from the date on which it
received the Offered Terms. If the Investor does not accept the Offered Terms resulting in it not subscribing to any of the new
Securities, or the Investor does not subscribe to the extent of its pro rata entitlements as specified above in Clause 13.1, then
the Company shall make an offer in respect of the unsubscribed portion of the new Securities to Persons participating in the Promoter
CCD Issuance or Primary Issuance (as the case maybe) that were offered to the Investor pursuant to the Proposed Issuance (or any
of its Affiliates), on the Offered Terms. 



 


		14.	EVENTS OF DEFAULT



 


The
occurrence of any one of the following events shall constitute an “Event of Default”
for the Company for the purposes of the Transaction Documents.


 


		14.1	Payment



 


Any
failure/ breach/ default/ delay by the Company to meet its payment obligations towards the Coupon or Default Interest (if applicable),
etc., when they become due in respect of the Investor CCDs. In the event of such default, the Investor shall provide a notice to
the Company and the Company will have 7 (seven) Business Days to remedy the default. If the default is not remedied within the
7 (seven) Business Days, then it will be deemed an Event of Default.


 


		14.2	Security



 


		14.2.1.	Failure on the part of the Company to create or cause the creation
and/or perfection of the Secured Interests in the manner as set out under this DSA and the same is not cured within a period of
15 (fifteen) days from the date of creation or perfection (as the case may be) as agreed under this DSA. 



 


		14.2.2.	If the Secured Interest and/or any part thereof is prejudicially
affected in any manner whatsoever or any proceedings are pending/ threatened (in writing)/ commenced which is likely to have an
adverse impact on the Security and the same is not cured within a period of 30 (thirty) days from the date of its occurrence. 



 


		14.2.3.	The title of the Company to the Security being found defective
or the occurrence of any event which in the opinion of the Investor will prejudice or affect: (i) the
title of any of the Company to the Security (or any part thereof); or (ii) the validity,
enforceability or effectiveness of the Security created by the Company in respect of the Security, and the same is not rectified
within a period of 30 (thirty) days from the date of its occurrence.



 


		14.2.4.	Attachment or restraint is levied on any Security on which Security
is created as provided in this DSA and/or other Transaction Documents and the same is not lifted within a period of 30 (thirty)
days from the date of its occurrence. 



 




    	 	31	 



     


    

 


		14.3	Cross Default



 


		14.3.1.	Any Financial Indebtedness of the Company and/or its subsidiaries,
if any, is not paid when due, and the same is not cured within a period of 30 (thirty) days from the due date. 



 


		14.3.2.	Any Financial Indebtedness of the HoldCo exceeding INR 30,00,00,000
(Rupees thirty crores only) is not paid when due, and the same is not cured within a period of 30 (thirty) days from the due date.




 


		14.3.3.	Any financial creditor of the Company and/or the HoldCo any other
subsidiary of the HoldCo becomes entitled to declare any Financial Indebtedness of the Company and/or the HoldCo any other subsidiary
of the HoldCo (as the case may be) and payable before its specified maturity as a result of an event of default (however described),
and the same is not cured within a period of 30 (thirty) days from the date of occurrence of said event of default (however described).



 


		14.4	Control / Shareholder



 


		14.4.1.	Any change in Control of the Company, without obtaining the prior
written consent of the Investor except as contemplated in Clause 12.12.1 of this DSA. 



 


		14.4.2.	Any change in the Control of the HoldCo, without obtaining the
prior written consent of the Investor. 



 


		14.5	Covenants



 


Any
failure/breach/default by the Company to comply with/fulfil any of the covenants and/or undertakings under this DSA and/or the
Transaction Documents within the specified period under the terms and conditions of this DSA and/or any of the Transaction Documents
and the same is not cured within 30 (thirty) days from the date of its occurrence.


 


		14.6	Representations and Warranties



 


Any
information given by the Company in the Transaction Documents and/or other information furnished and/or the Warranties given to
the Investor for availing financial assistance by way of subscription to the debentures is, or proves to be, incorrect in any material
respect or misleading in any manner, and the same is not rectified within a period of 30 (thirty) days from the date of misrepresentation.



 


		14.7	Insolvency Event



 


		14.7.1.	Occurrence of an Insolvency Event of the Company and/or any other
member of the Promoter Group and the same is not cured within 30 (thirty) days from the date of its occurrence.



 


		14.7.2.	Commencement of liquidation proceedings and/or appointment of
liquidator and/or appointment of a receiver and/or dissolution of the Company and/or any other member of the Promoter Group.



 


		14.8	Business



 


The
Company suspends or ceases (or threatens to suspend or cease as evidenced in writing) to carry out all or a substantial part of
their respective business. HoldCo shall continue to honour and perform under the customer agreements pertaining to the datacentre
business to ensure that there is no Material Adverse Effect on the Business of the Company. 


 




    	 	32	 



     


    

 


		14.9	Unlawful



 


The
issuance of Investor CCDs or the Secured Interest created in relation to the Investor CCDs or the performance of obligations of
the Company and / or the Promoter Group under the Transaction Documents, becomes unlawful, invalid or unenforceable and the same
is not cured within 30 (thirty) days from the date of its occurrence.


 


		14.10	Government Intervention



 


		14.10.1.	Any Governmental Authority having condemned, nationalized, seized,
or otherwise expropriated all or any part of the assets of the Company or having assumed custody or control of the business or
operations of the Company, or having taken any action for the dissolution of the Company, or any action that would prevent the
Company or their respective officers from carrying on its business or operations or a substantial part thereof, and the same is
not vacated/reversed within a period of 30 (thirty) days from the date of occurrence of such event.



 


		14.10.2.	Any Governmental Authority takes any action to prevent the Company
from conducting any of their businesses or carrying out their operations in any manner and the same is not vacated/reversed within
a period of 30 (thirty) days from the date of occurrence of such event.



 


		14.11	End Use



 


Any
utilisation of funds pertaining to the Investor CCDs other than for the end use as stated under this DSA.


 


		14.12	Conditions Subsequent



 


Any
failure/breach/default by the Company to comply with/fulfil any of the conditions subsequent as set out in Clause 9 within the
specified period under the terms and conditions of this DSA and/or any of the Transaction Documents or such other extended period
agreed with the Investor/Debenture Trustee, and the same is not cured within a period of 30 (thirty) days from the date of such
failure/breach/default. 


 


		14.13	Material Adverse Effect



 


Occurrence
of a Material Adverse Effect and the same is not cured within 30 (thirty) days from the date of its occurrence.


 


		14.14	Repudiation



 


The
Company rescinds or repudiates a Transaction Document or evidences an intention in writing to repudiate a Transaction Document.



 


		14.15	Legal Proceedings



 


		14.15.1.	Any litigation, arbitration, investigative or administrative
proceeding, whether current, pending or threatened against the Company which is likely to have a Material Adverse Effect and the
same is not stayed within 30 (thirty) days from the date of its occurrence.



 


		14.15.2.	The Company fails to comply with or pay any sum due from it under
any final judgment or any final order made or given by a court of competent jurisdiction pursuant to any proceedings or litigation
which is not set aside or reversed by the Company, and which has a Material Adverse Effect and the same is not paid within 30 (thirty)
days from the due date. 



 




    	 	33	 



     


    

 


		14.15.3.	Any administrative or judicial proceedings initiated against
Company by any Governmental Authority, courts or tribunals, which results in an unfavourable order against Company, which is not
set aside or reversed by the Company and Investor, in their sole opinion, determines that such order has caused Material Adverse
Effect.



 


		14.15.4.	If the Company, without the previous consent in writing of the
Investor, makes or attempts to make any alteration in the provisions of its Memorandum and/or Articles of Association, except to
the extent as may be required under Applicable Law to give effect to the Exit Event. 



 


		14.16	Security



 


The
Company shall create Security for securing the Secured Obligations of the Company and HoldCo. The Debenture Trustee (acting for
the benefit of the Investor) shall hold the Security created by the Company under or in terms of the Transaction Documents, in
its favour, upon trust, subject to the powers and provisions contained herein, for securing the Secured Obligations.


 


		15.	CONSEQUENCES OF EVENTS OF DEFAULT



 


		15.1	The Investor shall have right to declare an Event of Default
pursuant to occurrence of the events as identified above in Clause 14.



 


		15.2	Upon occurrence of an Event of Default, the Investor shall send
a notice to the Debenture Trustee (“Event of Default Notice”) by registered
post/acknowledgement due or speed post/acknowledgement due or courier or hand delivery with proof of delivery as also through email
as a text or as an attachment to email with a notification including a read receipt, and proof of dispatch of the Event of Default
Notice or email, shall be maintained.



 


		15.3	The Debenture Trustee shall take necessary action of enforcing
the Security. 



 


		15.4	Subject to the above, the Investor shall apart from the right
to enforce Secured Interest also have the following rights (notwithstanding anything in these presents to the contrary):



 


		15.4.1.	To enforce any Security created pursuant to the Security Documents in accordance with the terms
thereof, as may be set out therein, towards the due discharge of the Secured Obligations;



 


		15.4.2.	To appoint a nominee director on the Board of the Company (“Nominee Director”);
Once Nominee Director has been appointed, the Investor shall not be entitled to appoint Investor Observer;



 


		15.4.3.	Initiate any enforcement action including without limitation under the Securitisation and Reconstruction
of Financial Assets and Enforcement of Securities Interest Act, 2002 and Insolvency and Bankruptcy Code, 2016 (wherever applicable);



 


		15.4.4.	Levy Default Interest on the Investor Aggregate Accreted Amount and Coupon amounts outstanding
on the Investor CCDs;



 




    	 	34	 



     


    

 


		15.4.5.	The 6% (six per cent) Coupon shall be escalated to such a coupon which would entitle the Investor
[***]% (*** per cent) IRR with respect to all of the Investor CCDs from the date of allotment and subscription of the relevant
Investor CCD till the receipt of all the moneys due and payable to the Investor in accordance with the terms of this DSA and the
other Transaction Documents;



 


		15.4.6.	Investor prior approval shall be required in the event of the following:



 


		(i)	Borrowings obtained (secured or unsecured) and incurring any indebtedness or making any prepayments
or giving any guarantee by the Company, except for an amount of upto INR 30,00,00,000 (Rupees thirty crores only) on account of
completion of existing projects of the Company;



 


		(ii)	Any change in the authorised, issued, paid-up, subscribed equity or preference capital structure
of the Company or amendment thereof (including issuance of any Securities by the Company), or any re-organization or reclassification
of the capital structure of the Company, redemption, repurchase or buyback or other cancellation of any Securities of the Company
or the creation of any subsidiary and any intermediate holding company or joint venture, whether by acquisition of otherwise or
modification to the terms of any joint venture or strategic alliance;



 


		(iii)	Any new capital expenditure by the Company in a financial year, except for an amount of upto INR
30,00,00,000 (Rupees thirty crores only) on account of existing and committed capital expenditure for completion of existing projects
of the Company.



 


		15.4.7.	Exercise such other rights under Applicable Law, as the Investor may deem fit.



 


		15.5	If the Investor appoints a Nominee Director as mentioned in Clause
15, the following provisions shall become applicable: 



 


		15.5.1.	The Company shall appoint the Nominee Director forthwith on receiving a nomination notice from
the Investor.



 


		15.5.2.	The Nominee Director shall not be required to hold qualification shares nor be liable to retire
by rotation and be appointed member of all committees if any constituted by the Company, if so desired by Investor/Debenture Trustee.
However, the Nominee Director shall provide all requisite documents required under the Act for his appointment.



 


		15.5.3.	The Nominee Director shall be entitled to receive all notices, agenda, etc. and to attend all general
meetings and board meetings and all committees constituted the Company of which (s)he is a member. If, at any time, the Nominee
Director is not able to attend any meeting, the Investor/Debenture Trustee may depute an observer to attend the meeting.



 


		15.5.4.	Any expenditure incurred by Investor/ Debenture Trustee and/or the Nominee Director in connection
with the travel and stay expenses for attending Board meetings shall be borne and payable by the Company.



 


		15.5.5.	The appointment/removal of a Nominee Director shall be by notice in writing by Investor/Debenture
Trustee, addressed to the Company and shall (unless otherwise indicated in such notice) take effect forthwith upon such a notice
being delivered to the Company.



 




    	 	35	 



     


    

 


		15.5.6.	The Nominee Director shall be entitled to all the rights, privileges and indemnities of other Directors
but excluding any sitting fees, other fees, commission, money, remuneration and expenses, as are payable by the Company to the
other Directors.



 


		15.5.7.	Once the Nominee Director is appointed as aforesaid, for all meetings of the Board the presence
of the Nominee Director shall be required for the purposes of achieving quorum and no decision may be taken by the Board, in relation
to any matters, without having obtained the approval of the Nominee Director, except if the Nominee Director fails to attend 2
(two) consecutive adjourned meetings, provided sufficient time period has been given between the adjourned meetings and detailed
notices, agenda etc., has been delivered to such Nominee Director/ Investor.



 


		15.5.8.	The Company shall amend its Articles of Association, if necessary, to give effect to the above
provisions governing the Nominee Director.



 


		16.	STRATEGIC EXIT



 


		16.1	Other than as contemplated under the DSA and other Transaction
Documents, in the event the Company is desirous of raising funds by way of issuance of further Securities of the Company (“Capital
Raise”), the Company shall have the right to undertake such Capital Raise, provided that:
(i) such issuance of Securities is to a Strategic Investor whereby such Strategic Investor
proposes to acquire 26% (twenty six per cent) or more of the equity capital of the Company on a Fully Diluted Basis; and (ii)
such Capital Raise shall be undertaken at the equity valuation (“Strategic Equity
Valuation”) which is not less than Equity Valuation.



 


		16.2	In case Capital Raise is in multiple tranches, the conditions
set out in Clause 16.1 shall continue to apply and for the purpose of determining Strategic Equity Valuation, the highest equity
valuation out of the multiple tranches shall be considered. 



 


		16.3	During such Capital Raise exercise, the Investor shall have the
right, either, (i) to sell all of the Investor CCDs held by it in the Company to the Strategic
Investor at Strategic Sale Exit Price (“Strategic Sale Exit”), or (ii)
to continue to remain invested in the Company. If the Strategic Investor requires the Investor
to sell all or any of the Investor CCDs held by the Investor in the Company or any part thereof, then the Investor shall be entitled
to sell all of the Investor CCDs held by it in the Company to the Strategic Investor provided that the Investor realises higher
of, (a) [***]% (*** per cent) IRR on the Investor Aggregate Accreted Amount, or (b)
basis the Strategic Equity Valuation (“Strategic Sale Exit Price”).



 


		16.4	In the event of Strategic Sale Exit by the Investor, the Investor
shall provide representations and warranties and indemnity only in relation to the title of Investor CCDs. 



 


		16.5	In the event the Investor decides not to sell the Investor CCDs
by way of Strategic Sale Exit, the Strategic Investor shall have the right to renegotiate with the Investor only with respect to
the Exit Period and the Exit Long Stop Date. If the exit period and the exit long stop date as proposed by the Strategic Investor
is not acceptable to the Investor, then the Strategic Investor shall have the obligation to acquire all of the Investor CCDs at
Strategic Sale Exit Price. The Investor shall not bear and pay all the expenses and costs incurred in connection with such Capital
Raise and Strategic Sale Exit by the Investor (as applicable). 



 


		17.	EXIT RIGHTS



 


		17.1	The Company shall (HoldCo shall cause the Company to) appoint
Investment Banker(s) to facilitate exit to the Investor between October 31, 2025, and October 31, 2027 (“Exit Period”).




 




    	 	36	 



     


    

 


		17.2	The Investor will leverage its capital market experience to introduce
Investment Banker(s) and shall cooperate with the Company in the appointment thereof.



 


		17.3	The Board shall constitute a committee of the Board (“IPO
Committee”) to take decisions pertaining to evaluating the below mentioned exit routes
for the Investor. The Investor shall have the right to appoint an Investor representative as a member of the IPO Committee (“IPO
Committee Member”). Once the IPO Committee Member has been appointed as aforesaid, for
all meetings of the IPO Committee the presence of the IPO Committee Member shall be required for the purposes of achieving quorum
and no decision may be taken by the IPO Committee, in relation to any related matters, without having IPO Committee Member present
and voting for each of such matter and detailed notices, agenda etc., shall be provided to such IPO Committee Member prior to any
such IPO Committee meeting. Once the IPO Committee Member is appointed as aforesaid, for all meetings of the Board the presence
of the IPO Committee Member shall be required for the purposes of achieving quorum and no decision may be taken by the Board, in
relation to any matters, without having obtained the approval of the IPO Committee Member, except if the IPO Committee Member fails
to attend 2 (two) consecutive adjourned meetings, provided that a period of 10 (ten) days has been given between the adjourned
meetings and detailed notices, agenda etc., has been delivered to such IPO Committee Member / Investor. 



 


		17.4	The choice of the exit route shall be made by the IPO Committee
(defined hereinafter) as per the recommendation of the Investment Banker(s) and will include evaluating the following options:




		(i)	Qualified IPO; or



 


		(ii)	Alternate Listing.



 


		17.5	Qualified IPO: In the event the exit to the Investor is by way
of a Qualified IPO, then the following clauses shall apply:



 


		17.5.1.	Conduct of Qualified IPO



 


		(i)	The Parties agree and acknowledge that all other material terms
of the Qualified IPO (including in relation to kinds of Securities proposed to be issued/offered, the portion of fresh issuance
or portion of secondary sale under the Qualified IPO, IPO Indicative Price Bands (defined hereinbelow), size of the Qualified IPO
and terms of the prospectus) shall be discussed and approved by the IPO Committee, in consultation with the Investment Banker(s).




 


		(ii)	The Company shall on the recommendation of the IPO Committee
for undertaking the Qualified IPO as contemplated under the DSA, appoint 3 (three) Investment Bankers. Each of the Investment Banker
shall provide an indicative price band for the Qualified IPO which indicative price band shall have a floor price and a cap price
(“IPO Indicative Price Bands”). 



 


		(iii)	The Qualified IPO may be by means of issue of new Securities
of the Company and/or an offer for sale of Securities held by the Shareholders of the Company (“OFS”),
as may be approved by the IPO Committee. The Investor shall be obligated to mandatorily offer all securities held by it in the
Company for sale as part of the OFS, provided that the Promoter Group or any other investor in Company (such as Business Partner)
or any other pre-IPO investors to whom Securities have been issued pursuant to the mutual consent of the Parties, are offering
(in the aggregate) at least 5% (five per cent) of the share capital of the Company for sale as part of the Qualified IPO. 



 




    	 	37	 



     


    

 


		(iv)	In connection with any Listing Application and Qualified IPO
pursuant to this Clause 17.5, each Shareholder shall use its voting rights, at Board or Shareholders’ meetings: 



 


		(a)	to procure that the Company shall prepare
a prospectus or admission document in respect of such Listing Application and apply to the relevant Recognised Stock Exchange (or
any government or regulatory authority having jurisdiction over such Recognised Stock Exchange) for admission for trading of the
Securities (or, as applicable all the issued share capital of the Company) and shall use reasonable endeavours to cause such Listing
Application to become effective as promptly as practicable after application thereof within such time period as may be approved
by the Board as recommended by the Investment Banker; and



 


		(b)	to take all actions necessary, and also to
cause the Company to take such action as required by the Applicable Law or regulation (including any requirements of the Recognised
Stock Exchange) on which the Securities will be listed, or as shall be advised by the Investment Banker in relation to such Qualified
IPO, as being required for the Qualified IPO.



 


		(v)	In the event the Company undertakes a Qualified IPO, the HoldCo
shall cooperate to facilitate the Qualified IPO, including without limitation with respect to: (a) the
exercise of its voting rights at relevant Shareholder meetings, and (b) causing all its
nominated Directors to execute all documents as required by the Company from time to time in connection with the Qualified IPO.




 


		(vi)	Lock in of HoldCo shares: The HoldCo shall contribute such percentage
as may be required as per the Applicable Laws to enable the Qualified IPO towards minimum promoters’ contribution as required
under Regulation 16 of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018,
as amended from time. 



 


		(vii)	The Company shall bear and pay all the expenses incurred in connection
with the Qualified IPO, including without limitation all registration, filing and qualification fees, and printing, legal and accounting
fees and disbursements.



 


		17.6	In the event the exit to the Investor is by way of Alternate
Listing, HoldCo shall use its voting rights, at Board or Shareholders’ meetings to procure that the Company shall prepare
a prospectus or admission document in respect of such Alternate Listing and apply to the relevant exchange (or any government or
regulatory authority having jurisdiction over such exchange) for such Alternate Listing and shall cause such Alternate Listing
to become effective promptly, or within such time period as may be approved by the IPO Committee on the recommendation of the Investment
Banker; and to take all actions necessary or advised by the Investment Banker, and to cause the Company to take such other action
as required by the Applicable Law or regulation (including any requirements of the exchange) on which such Alternate Listing will
be undertaken. Additionally, HoldCo shall cooperate to facilitate the Alternate Listing, including without limitation with respect
to: (i) the exercise of its voting rights at relevant Shareholder meetings; and (ii)
causing its nominated Directors to execute all documents as required by the Company from time
to time in connection with such Alternate Listing. For the purpose of this DSA, “Alternate Listing”
shall mean that the Company / HoldCo and/ or the Promoter Group shall either set up or through third party vehicles like REIT/
InVIT or similar fund raising vehicles/ entities in India, Singapore, United States of America or any other alternate exchange
with Investor’s approval, provide exit to the Investor. All the conditions agreed to in relation to Qualified IPO shall also
become applicable to Alternate Listing, for Parties to achieve the commercial intent as agreed to in Clause 17.5. 



 




    	 	38	 



     


    

 


		17.7	It is agreed and understood by the Parties that if the Company
does not provide / has not provided, the Investor with exit by way Qualified IPO or Alternate Listing on or before October 31,
2029 (“Exit Long Stop Date”), then such non-exit to the Investor shall not
be considered as an Event of Default, however, such non-exit to the Investor shall result in the following provisions becoming
applicable. The Investor shall have the following rights (notwithstanding anything in these presents to the contrary) upon expiry
of 90 (ninety) days from the Exit Long Stop Date:



 


		17.7.1.	to appoint a Nominee Director on the Board of the Company or
retain the rights to appoint Investor Observer. 



 


		17.7.2.	Investor prior approval shall be required in the event of the
following: 



 


		(a)	Borrowings obtained (secured or unsecured) and incurring any
indebtedness or making any prepayments or giving any guarantee by the Company, except for an amount of upto INR 30,00,00,000 (Rupees
thirty crores only) on account of completion of existing projects of the Company;



 


		(b)	Any change in the authorised, issued, paid-up, subscribed equity
or preference capital structure of the Company or amendment thereof (including issuance of any securities by the Company), or any
re-organization or reclassification of the capital structure of the Company, redemption, repurchase or buyback or other cancellation
of any securities of the Company or the creation of any Subsidiary and any intermediate holding company or joint venture, whether
by acquisition of otherwise or modification to the terms of any joint venture or strategic alliance; 



 


		(c)	Any new capital expenditure by the Company in a financial year,
except for an amount of upto INR 30,00,00,000 (Rupees thirty crores only) on account of existing and committed capital expenditure
for completion of existing projects of the Company.



 


		18.	TERMINATION



 


		18.1	Termination



 


This
Agreement shall terminate upon earlier of the following:


 


		18.1.1.	By the mutual written agreement of all the Parties;



 


		18.1.2.	At the option of Investor if the First Closing does not occur in accordance with Clause 8 to the
satisfaction of the Investor;



 


		18.1.3.	Upon conversion of all the Investor CCDs as may be required under Applicable Law including upon
consummation of the Qualified IPO pursuant to listing of the securities of the Company, except (subject to Applicable Laws) the
right to appoint an Investor Observer and information rights as contemplated in Clauses 12.11 and 12.4 in case of termination under
Clause 18.1.3, 18.1.4 and 18.1.5, provided that such rights shall fall away upon the Investor ceasing to hold any Investor CCDs
and/or equity shares of the Company;



 




    	 	39	 



     


    

 


		18.1.4.	If any action has been taken other than as provided under this Agreement, any order has come into
effect, or any Applicable Law has been enacted, promulgated or issued or deemed applicable to the transactions contemplated by
this Agreement, which would restrain, enjoin or otherwise prohibit or make illegal the consummation of the transactions contemplated
hereby or which prevents Investor from exercising its rights under this Agreement;



 


		18.1.5.	In the event of Strategic Sale Exit, as contemplated under Clause 16 in this DSA, where the Investor
has sold all of its Investor CCDs pursuant to such Strategic Sale Exit; or



 


		18.1.6.	With respect to the Investor, upon the Investor ceasing to hold any Investor CCDs and/or equity
shares of the Company.



 


		18.2	Accrued Rights



 


Clause
18.1 shall not affect the rights or obligations of any Party which have accrued prior to termination. Any termination of this DSA
shall be without prejudice to any rights and obligations accrued or incurred prior to the date of such termination.


 


		19.	CONFIDENTIALITY



 


		19.1	Each Party hereby agrees that any Confidential Information obtained
by such Party (the “Receiving Party”) which is, or would reasonably be perceived
to be, proprietary to any other Party (the “Disclosing Party”) or otherwise
confidential, will not be disclosed without the prior written consent of the Disclosing Party; provided that any information shall
not be deemed proprietary or confidential if: (i) such information is now or subsequently
becomes publicly known or available by publication, commercial use or otherwise, through no fault of the Receiving Party; (ii)
such information was previously known by the Receiving Party at the time of disclosure from a
source other than the Disclosing Party without violation of an obligation of confidentiality; (iii) such
information is independently developed by the Receiving Party without the use of any confidential or proprietary information; (iv)
such information is lawfully obtained by the Receiving Party from a third party without violation
of a confidentiality obligation; or (v) the Disclosing Party agrees in writing that such
information may be disclosed by the Receiving Party.



 


		19.2	Notwithstanding Clause 19.1, the Receiving Party may disclose
Confidential Information: (i) to employees of the Receiving Party, legal advisors, auditors
and any third party (for discharge of any professional duties/assignment) that is under an obligation of confidentiality to the
Company; (ii) to the extent to which it is required to be disclosed pursuant to Applicable
Law or any litigation, action, suit, charge hearing, claim, petition, legal quasi-judicial, administrative, regulatory, arbitration
or other alternative dispute resolution proceedings or investigations by any Governmental Authority or other similar requirements
provided that, wherever legally permitted, the Disclosing Party is given prior written notice of such disclosure in order to allow
it to exercise and/ or enforce its rights hereunder; and (iii) in accordance with the
terms of this DSA.



 


		19.3	Notwithstanding any other provision of this DSA, the rights and
obligations of the Parties under this Clause 19 shall survive for 3 (three) years following termination of this DSA.



 




    	 	40	 



     


    

 


		20.	INDEMNITY



 


		20.1	The Company and HoldCo (collectively, the “Indemnifying
Parties”) shall, on a joint and several basis, hereby indemnify, defend and hold harmless
each of the Investor, Debenture Trustee and their respective directors, officers, representatives and employees (collectively,
the “Indemnified Parties”) from and against any and all Losses arising out
of/as a result of:



 


		20.1.1.	The Warranties under this Agreement being false or untrue or misleading; and/ or



 


		20.1.2.	Breach of covenants as set out in Clauses 12.1, 12.2, 12.4.3 and 12.12.



 


		20.1.3.	Upon occurrence of Material Adverse Effect as a result of events set out in Schedule X. 



 


		20.1.4.	The exercise of any of the rights by the Investor under this DSA and any of the Transaction Documents
as a result of any breach or non-performance of any obligations of the Company under the DSA.



 


		20.2	The HoldCo hereby indemnifies, shall defend and hold harmless
each of the Indemnified Parties from and against any and all Losses arising out of any misrepresentation or inaccuracy in any of
its representations, warranties or other undertakings given by the HoldCo, contained in this Agreement.



 


The
Indemnifying Party shall forthwith upon receipt of any notice from any Indemnified Party in relation to the aforesaid, pay over
to and make good to Indemnified Party all the sums and amounts as may be claimed by the Indemnified Party in this regard from the
Indemnifying Party and all such amounts shall form part of Secured Obligations and in case of failure on part of the Indemnifying
Party to make payment of the same, the Indemnified Party shall be entitled to recover them from the Security in accordance with
the Security Documents. However, in the event that any notice is received by the Indemnified Party from a third party, for which
the Indemnified Party are indemnified hereunder, the Indemnified Party shall consult with the Indemnifying Party before discharge
of the said claim and in the event that the Indemnifying Party in good faith states and is able to prove to the Indemnified Party
that the claim can be contested, the Indemnified Party shall in consultation with the Indemnifying Party contest the said claim
at the cost and expense of the Indemnifying Party and the Indemnifying Party shall keep the Indemnified Party fully indemnified
in such proceedings. Further, in the event that even after contesting the claim, the liability subsists, the Indemnifying Party
shall forthwith pay the same directly to the concerned third party and in the event that for any reason the Indemnified Party has
to discharge the said claim the Indemnifying Party shall forthwith pay over to and make good to the Indemnified Party all of the
said amounts and all such amounts shall form part of Secured Obligations and in case of failure on part of the Indemnifying Party
to make payment of the same, the Indemnified Party shall be entitled to recover them from the enforcement of the Secured Interest
in accordance with the Security Documents.


 


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



 




    	 	41	 



     


    

 


		21.	GOVERNING LAW



 


This DSA shall
be governed and interpreted by, and construed in accordance with, the laws of India. Subject to Clause 22, the courts in Chennai,
India shall have exclusive jurisdiction in relation to any Dispute.


 


		22.	DISPUTE RESOLUTION



 


The Parties hereby
irrevocably agree:


		22.1.	That any dispute connected to, arising out of or relating to this DSA (“Dispute”)
shall be first sought to be settled by mutual discussions between the disputing Parties, pursuant to a written notice sent by the
Party claiming that a Dispute has arisen to the other Parties involved in the Dispute, and to the Company, which notice shall contain
the details of the Dispute. In the event that the Dispute cannot be settled by mutual discussions between the Parties within a
period of 30 (thirty) Business Days from the receipt of the notice by the other Parties involved in the Dispute, the Party sending
the notice may commence arbitration proceedings under the Arbitration and Conciliation Act, 1996, as amended and enacted from time
to time (“Arbitration Act”). The Arbitration Act is deemed to be incorporated by reference in this Clause 22.



 


		22.2.	each Party to the Dispute shall appoint 1 (one) arbitrator each, subject to the following:



 


		22.2.1.	If the Company and the HoldCo are Parties to a Dispute, they shall jointly appoint 1 (one) arbitrator;
and



 


		22.2.2.	If the total number of arbitrators appointed for a Dispute in the manner set out above, results
in an even number of arbitrators, then the arbitrators so appointed shall jointly appoint 1 (one) more arbitrator (the “Arbitral
Tribunal”). The Arbitral Tribunal shall decide any such Dispute strictly in accordance with the governing law specified
in Clause 21 (Governing Law).



 


		22.3.	The award of the Arbitral Tribunal shall be conclusive and may be enforced in any other jurisdiction
by suit on or by proceedings in execution of the judgment. Nothing herein shall affect the right of the Investors to commence legal
proceedings for interim reliefs as contemplated under the Arbitration Act.



 


		22.4.	All costs and expenses incurred by a Party under this Clause 22 shall be payable by such Party
as may be determined by the Arbitral Tribunal.



 


		22.5.	The seat and venue of arbitration shall be Chennai and the language to be used in the arbitral
proceedings shall be English.



 


		22.6.	Any award made by the Arbitral Tribunal shall be final and binding on each of the Parties that
were parties to the Dispute. Judgment upon any arbitral award rendered hereunder may be entered in any court having jurisdiction,
or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be.



 


		22.7.	Each Party shall co-operate in good faith to expedite (to the maximum extent practicable) the conduct
of any arbitral proceedings commenced under this Agreement.



 


		22.8.	When any Dispute occurs and is under arbitration, except for the matters under Dispute, the Parties
shall continue to exercise their remaining respective rights, and fulfill their remaining respective duties and obligations, under
this Agreement.



 




    	 	42	 



     


    

 


		23.	FURTHER ASSURANCES



 


Each Party
shall give such further assurance, provide such further information, take such further actions and execute and deliver such further
documents and instruments as are, in each case, within its power to give, provide and take so as to give full force and effect
to the provisions of this DSA.


 


		24.	NOTICES



 


		24.1	Any notice or other writing to be given by any Party to the other
Parties in connection with or under this DSA or for the purposes of this DSA shall be in writing and in English. Any such notice
may be given by personal delivery or by courier or by fax (followed by courier) or by electronic email (followed by courier) addressed
as follows:



 


If to the
Company:


 


Attention:
V. Ramanujan, Chief Financial Officer


Address: “Tidel
Park”, 2nd Floor, No.4, Rajiv Gandhi Salai, Taramani, Chennai – 600 113


Telephone: 044-22540770


E-mail: ramanujan.veeraghavan@sifycorp.com


 


If to the
HoldCo:


 


Attention:
S. Athmanandha Perumal, Head Legal


Address: “Tidel
Park”, 2nd Floor, No.4, Rajiv Gandhi Salai, Taramani, Chennai – 600 113


Telephone:
044-22540770


E-mail:
athmanandha.perumal@sifycorp.com 


 


If to the
Investor:


 


Attention:
Mr. Eshwar Karra


Address: 27
BKC, 7th Floor, Plot No. C-27, G Block, Bandra Kurla Complex, Bandra East,


Mumbai – 400051 


Telephone:
022-43360704 


		E-mail:	eshwar.karra@kotak.com



 


or to such other
address as any Party shall designate by written notice to the other Parties and shall be deemed to be given only when delivered
by personal delivery or by courier or by fax (followed by courier) or by electronic mail (followed by courier) at the abovementioned
address. The effective date of any notice shall be the earlier of: (i) actual receipt; and (ii) deemed receipt as
detailed below in Clause 24.2.


 


		24.2	Any notice pursuant to this Clause 0 is deemed given:



 


		24.2.1.	If delivered personally: on the date of delivery provided that if such day is not a Business
Day then the notice shall be deemed to have been given and received on the next Business Day in the country of the recipient following
such day;



 


		24.2.2.	If delivered by courier: 2 (two) days after being mailed by courier, provided such day is
a Business Day failing which the immediately following Business Day;



 


		24.2.3.	If transmitted by fax: on the date of transmission provided that, if transmission is after
business hours, then the notice shall be deemed to have been given and received on the next Business Day in the country of the
recipient following the date of transmission; or



 




    	 	43	 



     


    

 


		24.2.4.	If transmitted by email (and wherever required, followed by courier): 3 (three) days after
being mailed by courier, provided such day is a Business Day failing which the immediately following Business Day.



 


		24.3	All notices, counter notices or other instruments or designations
delivered by any Investor in relation to this DSA shall be effective if, signed by the Investor’s representative.



 


		25.	COSTS AND EXPENSES



 


		25.1	Each Party is responsible for any costs and expenses incurred
by it in relation to the execution of this DSA and any transactions contemplated hereunder. The Company shall be responsible for
the payment of any and all stamp duties related to: (i) the execution of this DSA; and
(ii) the issue and allotment of the Series 1 CCD and Series 2 CCD or any Additional CCDs
that may be issued in the future, under the terms of this DSA.



 


		25.2	The Restated Charter Documents of the Company shall be amended
to appropriately reflect the provisions of this DSA.



 


		26.	ASSIGNMENT



 


		26.1	Each of the Company and the HoldCo and each of the Shareholders
of the HoldCo shall not be entitled to, nor shall it purport to Transfer all or any of its respective rights and/or obligations
under this DSA nor grant, declare, create or dispose of any right or interest in it, in whole or in part or create an Encumbrance.




 


		26.2	The Investor shall be entitled to assign/Transfer the Investor
CCDs, its rights, duties, benefits and obligations under this DSA to any Person who shall have acquired Investor CCDs from the
Investor in accordance with the terms of this DSA subject to execution of a Deed of Adherence for Investor Transferee by such Person.




 


		26.3	This DSA shall be binding upon and inure to the benefit of the
Parties and their respective heirs, successors, permitted assigns, executors and administrators.



 


		27.	WAIVER



 


No
waiver of any right under this DSA shall be effective unless in writing. Unless expressly stated otherwise a waiver shall be effective
only in the circumstances for which it is given. No delay or omission by any Party in exercising any right or remedy provided by
the Applicable Law or under this DSA shall constitute a waiver of such right or remedy. The single or partial exercise of a right
or remedy under this DSA shall not preclude any other nor restrict any further exercise of any such right or remedy.


 


		28.	AMENDMENTS



 


This
DSA may not be amended, modified or supplemented except by a written instrument executed by each of the Parties. The charter documents
shall be amended as appropriate and subject to the Shareholder’s approval to reflect any such agreed variation.


 


		29.	NO PARTNERSHIP



 


No
Party shall act as an agent of the other Party or have any authority to act for or to bind the other Party.


 




    	 	44	 



     


    

 


		30.	RESERVATION OF RIGHTS



 


No
forbearance, indulgence or relaxation or inaction by any Party at any time to require performance of any of the provisions of this
DSA shall in any way affect, diminish or prejudice the right of such Party to require performance of that provision. Any waiver
or acquiescence by any Party of any breach of any of the provisions of this DSA shall not be construed as a waiver or acquiescence
of any right under or arising out of this DSA or of the subsequent breach, or acquiescence to or recognition of rights other than
as expressly stipulated in this DSA.


 


		31.	INDEPENDENT RIGHTS



 


Subject
to the terms of this DSA, each of the rights of the Parties are independent, cumulative, and the exercise or non-exercise of any
such rights shall not prejudice or constitute a waiver of any other right of the Party, whether under this DSA or otherwise; provided
that where different rights are created as a result of or on account of a single cause of action, where a Party has achieved complete
remedy by pursuing one course of action, such Party shall not be entitled to pursue other causes of action to seek further remedies
for the same cause of action. 


 


		32.	ENTIRE AGREEMENT



 


This
DSA along with the other Transaction Documents sets out the entire agreement and understanding between the Parties with respect
to the subject matter hereof and supersedes and extinguishes any and all prior discussions, correspondence, arrangements or agreements
between the Parties hereto with respect to the matters contained in this DSA or in the Transaction Documents, whether in oral or
in writing (tacit, moral or otherwise).


 


		33.	PARTIAL INVALIDITY



 


If
any provision of this DSA or the application thereof to any Person or circumstance shall be invalid or unenforceable to any extent
for any reason including by reason of any Applicable Law, the remainder of this DSA and the application of such provision to persons
or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each provision
of this DSA shall be valid and enforceable to the fullest extent permitted by Applicable Law. Any invalid or unenforceable provision
of this DSA shall be replaced with a provision, which is valid and enforceable and most nearly reflects the original intent of
the invalid and unenforceable provision.


 


		34.	COUNTERPARTS



 


This
DSA may be executed in 1 (one) or more counterparts, each of which when so executed and delivered shall be deemed an original but
all of which together shall constitute one and the same instrument and any Party may execute this DSA by signing any 1 (one) or
more of such originals or counterparts. This DSA may be executed and delivered by facsimile or by .pdf file and upon such delivery
the facsimile or .pdf signature will be deemed to have the same effect as if the original signature had been delivered to the other
party.


 


		35.	LAST PARTY EXECUTION



 


This
DSA shall be deemed to have been executed and shall come into force on the date when it is accepted and executed by the Company,
who shall be the last party executing this DSA.


 




    	 	45	 



     


    

 


		36.	SURVIVAL



 


The
following Clauses shall survive the termination of this DSA: 


 


		(i)	Clause 1 (Definitions and Interpretation);



 


		(ii)	Clause 18 (Termination);



 


		(iii)	Clause 19 (Confidentiality);



 


		(iv)	Clause 20 (Indemnity);



 


		(v)	Clause 21 (Governing Law);



 


		(vi)	Clause 22 (Dispute Resolution);



 


		(vii)	Clause 0 (Notices);



 


		(viii)	Clause 25 (Costs and expenses);



 


		(ix)	Clause 36 (Survival).



 


[The remainder
of this page has been intentionally left blank. Signature pages to follow.]


 




    	 	46	 



     


    

 


SIGNATURE PAGE


 


IN WITNESS WHEREOF,
the Parties hereto have subscribed their signatures to this DSA on the date first above mentioned.


 


	
        SIGNED and DELIVERED

        By

        Sify Infinit Spaces Limited

        By

         

        Name: V Ramanujan

         

        Designation: CFO
	
        )

        )

        )

        )

        )

        )

        )

        )
	
         

         



 




    	 	47	 



     


    

 


SIGNATURE PAGE


 


IN WITNESS WHEREOF,
the Parties hereto have subscribed their signatures to this DSA on the date first above mentioned.


 


	
        SIGNED and DELIVERED

        By

        Sify Technologies Limited,

        By

         

        Name: S. Athmanandha Perumal

         

        Designation: Legal Head
	
        )

        )

        )

        )

        )

        )

        )

        )
	 


 




    	 	48	 



     


    

 


SIGNATURE PAGE


 


IN WITNESS WHEREOF,
the Parties hereto have subscribed their signatures to this DSA on the date first above mentioned.


 


	
        SIGNED and DELIVERED

        By

        Kotak Special Situations
        Fund

        Represented by Kotak Investment
        Advisors Limited

          

         

        Authorized Signatory

          

         

        Name: Eshwar Karra

          

         

        And

         

         

        Authorized Signatory

          

         

        Name: Rahul Shah

         
	
        )

        )

        )

        )

        )

        )

        )

        )

        )

        )

        )

        )

        )

        )

        )

        )

        )

        )

        )
	 




    	 	49	 



     


    

 


SCHEDULE
I


 


Details of the Investor



 


	Name	 	Address	 	PAN Card	 	Demat Account 

Details
	Kotak Special Situations Fund	 	27 BKC, 7th Floor, Plot No. C-27, G Block, Bandra Kurla Complex, Bandra East. Mumbai – 400051 	 	AADTK7249L	 	Client ID: 20219682(NSDL) DP ID: IN303173


 




    	 	50	 



     


    

 


SCHEDULE
II


 


Part A


 


Details of the shareholding pattern
on the Execution Date


 


	Name of
 Instrument
 Holder	 	Instrument
 Type	 	No. of 
 Units	 	 	Face Value of
 Instrument (INR)	 	 	Paid up Value
 per Instrument
 (INR)	 	 	Paid up Capital
 (INR)	 
	Sify Technologies Limited	 	Equity Shares	 	 	505,000,000	 	 	 	10	 	 	 	10	 	 	 	5,050,000,000	 



 


Part B


 


Details of the shareholding pattern
on the Closing Date


 


	Name of
 Instrument 
 Holder	 	Instrument 
 Type	 	No. of 
 Units	 	 	Face Value of
 Instrument (INR)	 	 	Paid up Value
 per Instrument 
 (INR)	 	 	Paid up 
 Capital (INR)	 
	Sify Technologies Limited	 	Equity Shares	 	 	505,000,000	 	 	 	10	 	 	 	10	 	 	 	5,050,000,000	 
	Kotak Special Situations Fund – Series 1 CCDs	 	Compulsorily convertible secured debentures	 	 	20,000,000	 	 	 	100	 	 	 	100	 	 	 	2,000,000,000	 
	Kotak Special Situations Fund – Series 2 CCDs	 	Compulsorily convertible secured debentures	 	 	20,000,000	 	 	 	100	 	 	 	1	 	 	 	20,000,000	 



 




    	 	51	 



     


    

 


SCHEDULE
III


 


Conditions Precedent


 


The Company shall provide/fulfil
(cause to provide/ fulfil) the following documents/conditions prior to the First Closing Date and shall provide (cause to provide)
all necessary confirmations or the documents and/or evidence of compliance with the said conditions:


 


		1.	A certified true copy of:



 


		(i)	the certificate(s) of incorporation and if applicable, certificate(s) of commencement of business
of the Company;



 


		(ii)	the Memorandum of Association of the Company; and



 


		(iii)	the Articles of Association of the Company.



 


		2.	A certified true copy of the resolutions of the Board of Directors of the Company inter alia
approving the issue of Series 1 CCD and Series 2 CCD in accordance with the Transaction Documents, convening a general meeting
of the Shareholders to approve the issuance of Investor Series 1 CCD and Investor Series 2 CCD by way of special resolution and
opening of a separate bank account for receipt of funds.



 


		3.	A certified true copy of the special resolution passed by the shareholders of the Company under
Sections 62 and 71 and other relevant sections of the Act.



 


		4.	Certified list of the names, titles and specimen signatures of the Persons authorised to approve
and execute the Transaction Documents.



 


		5.	A certificate from an authorised officer / company secretary of the Company, certifying compliance
with Section 185 of the Act, as applicable.



 


		6.	A certificate from an authorised officer / company secretary of the Company, certifying compliance
with Section 186 of the Act, as applicable.



 


		7.	A certificate from an authorised officer / company secretary of the Company, certifying compliance
with Section 188 of the Act, as applicable.



 


		8.	Certificates signed by the authorised officer of Company, providing their shareholding pattern
on or about the date of issuance of CP Satisfaction Letter to the Investor.



 


		9.	Certificates signed by the authorised officer of Company, providing its list of directors on or
about the date of issuance of CP Satisfaction Letter to the Investor.



 


		10.	Certified true copy of the register of charges of the Company.



 


		11.	Execution, registration (as may be necessary), notarization (as may be necessary) and stamping
(as may be necessary) of the following Transaction Documents in the form and format as acceptable to the Company and to the Investor:



 


		(i)	the Disclosure Letter (if any) including disclosure documents as accepted by the Investor;



 


		(ii)	this DSA; and



 




    	 	52	 



     


    

 


		(iii)	Put option agreement;



 


		(iv)	Other Transaction Documents; and



 


		(v)	Any other document as may be agreed between the Company and Investor.



 


		12.	Due and valid execution and/or issuance of any documents, notices, communications and agreements
that may be required under any of the Transaction Documents to be executed on or prior to the subscription of Series 1 CCD and
Series 2 CCD by the CCD Holders.



 


		13.	The Company shall have paid the Investor/Debenture Trustee, all other fees and expenses as is payable
prior to the Closing Date



 


		14.	The Company shall have obtained all consents, waivers, approvals, permissions and authorizations
from any Governmental Authorities, other lenders and other Persons which are required in connection with the execution and delivery
of the Transaction Documents, creation of Security and the consummation of the transactions / obligations contemplated under the
Transaction Documents and shall have submitted a copy of the same to the Investor/ Debenture Trustee. If no such consent is required
by the Company, the directors of the Company shall confirm the same in writing.



 


		15.	The Company shall have provided to the Investor/Debenture Trustee certificate issued by an independent
reputable chartered accountant certifying that there are no proceedings pending before or initiated or threatened, by any Tax authority
in respect of the Company, which could result in any Security being or becoming subject to any Tax claims pursuant to Section 281
of the Income Tax Act, 1961 and/or applicable provisions of the Central Goods and Services Tax Act, 2017, as amended from time
to time.



 


		16.	The Company shall have obtained Approval or intimated all the lenders (as the case may be) in connection
with the execution and delivery of the Transaction Documents, creation of Security and the consummation of the transactions / obligations
contemplated under the Transaction Documents.



 


		17.	Completion of all ‘Know Your Customer’ compliances of the Company to the satisfaction
of the Investor and Debenture Trustee and submission of all documents relating to the Company as required by the Debenture Trustee
or the Investor for completion of ‘Know Your Customer’ checks.



 


		18.	The Company shall have filed Form MGT 14 reporting the board resolution in relation to issue of
Investor CCDs and the shareholders resolution(s) of the Company under Section 62 and 71 of the Act with the relevant ROC.



 


		19.	The Company shall have obtained a consent letter from the Debenture Trustee conveying its consent
to act as the debenture trustee.



 


		20.	The Company shall have completed all formalities relating to the preferential issuance of the CCDs
by the Company to the Investor required under the Act, including issuance of the duly approved offer letter in Form PAS-4 (or such
other form as may be required by the Act) to the Investor, pursuant to completion of the condition precedent in paragraph 17 above;



 


		21.	The Company shall have submitted to the Investor/Debenture Trustee the audited accounts of the
Company (including details of all contingent liabilities), for the Financial Year ending on March 31, 2021.



 




    	 	53	 



     


    

 


		22.	Company shall identify movable assets as acceptable to the Investor comprising Secured Interest
as contemplated in this Agreement.



 


		23.	Legal opinion of the legal counsel on the validity and enforceability of the Transaction Documents,
shall have been obtained to the satisfaction of the Investor/Debenture Trustee.



 


		24.	Amendment of the charter documents of the Company to reflect the provision(s) of the Transaction
Documents to the satisfaction of the Investor.



 


		25.	The Company and the Investor shall mutually agree upon the format
of the Debenture Trustee Agreement to be entered into by and between the Company and the Debenture Trustee, within 30 (thirty)
days from the Execution Date.



 


		26.	Completion of financial and legal due diligence.



 


		27.	Upon completion of financial and legal due diligence the Investor may require additional representations
and warranties basis the findings of such financial and legal due diligence.



 


		28.	The Parties to finalize the list of additional conditions subsequent basis the legal and financial
due diligence reports.



 




    	 	54	 



     


    

 


SCHEDULE
IV


 


Terms and Conditions of
the Investor CCDs


 


The terms and conditions
set out in this Schedule IV form an integral part of the terms and conditions of the Investor CCDs are deemed to be incorporated
in the body of this DSA:


 


		1.	Compulsorily Convertible Debentures



 


		(i)	2,00,00,000 (two crore) Series 1 CCDs having face value of INR 100 (Rupees one hundred only) each
with an aggregate value of INR 200,00,00,000 (Rupees two hundred crores only) issued by the Company and subscribed to by the Investor
at the time of First Closing.



 


		(ii)	2,00,00,000 (two crore) Series 2 CCDs having face value of INR 100 (Rupees one hundred only) each
with an aggregate value of INR 200,00,00,000 (Rupees two hundred crores only) issued by the Company and subscribed to by the Investor
on a partly paid basis at the time of First Closing.



 


		(iii)	Additional CCDs issued by the Company and subscribed to by the Investor at subsequent closing dates
in the manner as set out in Clause 3.7.



 


		(iv)	Investor CCDs shall not be considered secured for the purposes of the Act; however, Investor CCDs
shall be considered secured for contractual purposes.



 


		2.	Definitions



 


In this Schedule
IV, capitalized terms, unless defined herein shall have the meanings ascribed to them in this DSA.


 


		3.	Rank of Investor CCD



 


The Investor CCDs shall rank senior
to all other classes of CCDs, compulsory convertible preference shares and equity shares currently issued and allotted by the Company
or as may be issued and allotted in future, provided that this shall rank pari-passu with the Promoter CCDs and are issued
on same terms and same or higher valuation as the Investor CCDs.


 


		4.	Non-Marketable



 


The Investor CCDs
shall be freely transferable.


 


		5.	Coupon



 


		5.1	On each Series 1 CCD, the Investor shall be entitled to 6% (six per cent) per annum coupon (“Coupon”),
payable half yearly on the Series 1 CCD Subscription Amount calculated from the date of allotment of the Investor Series 1 CCD
by the Investor to the Company till Investor CCD Conversion Date.



 


		5.2	The Coupon shall become due and payable by the Company to the Investor on half yearly basis, on
September 30 and March 31 of each Financial Year (“Coupon Payment Dates”). In the event the Company defaults
in payment of the Coupon, in full or part, on the Coupon Payment Date for any reason whatsoever, then the Company shall be liable
to pay Default Interest from the date of occurrence of default in payment of the Coupon on the total amount invested by the Investor
against the Investor CCDs and unpaid Coupon on such investment amount till the non-payment is not cured to the satisfaction of
the Investor.



 




    	 	55	 



     


    

 


		5.3	With respect to Series 2 CCD and Additional CCDs, the Investor shall be entitled to the 6% (six
per cent) Coupon payable half yearly on the such portion of Series 2 CCD / Additional CCD subscription amount as may be called
upon by the Company from time to time and calculated from the date of the call payment against the Investor Series 2 CCD or subsequent
closing date(s) for subscription of Additional CCD (as the case may be) by the Investor to the Company till the Investor holds
the Investor CCDs or till conversion of Investor CCDs.



 


		5.4	If there is any default in payment of the Coupon, the 6% (six per cent) Coupon shall be escalated
to such a coupon which would entitle the Investor to [***]% (*** per cent) IRR with respect to all of the Investor CCDs from the
date of allotment and subscription of the relevant Investor CCD till the receipt of the all the moneys due and payable to the Investor
in accordance with the terms of this DSA and the other Transaction Documents. All the other provisions of this paragraph shall
continue to apply in relation to accrual and payment of the Coupon.



 


		6.	Conversion 



 


		6.1	The Investor CCD shall be fully, mandatorily, compulsorily and automatically converted into equity
shares, upon the earlier of: (i) October 1, 2031 without any act or application by the Investor (“Conversion Long
Stop Date”); or (ii) the filing by the Company of a prospectus with the Securities and Exchange Board of India
or for any Alternate Listing or the ROC or any stock exchange in relation to an initial public offering of the equity shares of
the Company; or (iii) at any time as required by the Investor prior to the Conversion Long Stop Date.



 


		6.2	Immediately upon the occurrence of any of the events mentioned in the paragraph 5.1, the Company
shall convert the Investor CCD into equity shares (“Investor CCD Conversion Date").



 


		6.3	On the Investor CCD Conversion Date, the Company shall allot and issue the requisite number of
fully paid-up equity shares to the holder of Investor CCD as per Investor CCD conversion provisions set out in paragraph 7 below.
It is clarified that the said conversion of such Investor CCDs will not require any act, application or approval by the Company
(other than as required under Applicable Law and as set out herein) and the Company shall do all such acts and things as required
under Applicable Law and shall cause its Board and its Shareholders to pass all resolutions to enable such conversion of Investor
CCDs into equity shares of the Company.



 


		6.4	Investor CCD, being compulsorily convertible into equity shares, shall stand extinguished upon
conversion to equity shares and shall not be required to be redeemed.



 


		7.	Conversion Formula



 


		7.1	The Investor CCDs shall be compulsorily converted on Conversion Long Stop Date at Investor Conversion
Ratio.



 


		7.2	The Investor Conversion Ratio shall be determined as below:



 


		(i)	Series 1 CCD Conversion Ratio = 100/ (Equity Valuation/ total number of shares outstanding on a
Fully Diluted Basis as on First Closing Date).



 


		(ii)	Series 2 CCD Conversion Ratio = 100/ (Equity Valuation/total number of shares outstanding on a
Fully Diluted Basis as on the relevant subsequent drawdown date(s) against Series 2 CCD.



 




    	 	56	 



     


    

 


		(iii)	Additional CCDs Conversion Ratio = 100/ (Equity Valuation /total number of shares outstanding on
a Fully Diluted Basis as on the relevant subsequent closing date(s).



 


		7.3	For the purpose of this DSA, the following capitalized terms shall have the respective meaning
assigned to them below:



 


“Enterprise Value”
means the enterprise value of the Company computed using a multiple of [***] x on the EBITDA of Next Financial Year;


 


For the purpose of conversion of
Series 1 CCD, EBITDA of Financial Year 2022-23 shall be referred to.


 


For the purpose of conversion of
Series 2 CCD, EBITDA of Financial Year 2023-24 shall be referred to.


 


For the purpose of conversion of
Additional CCD, EBITDA of the Next Financial Year following the Financial Year of the drawdown against Additional CCDs.


 


“Equity Valuation”
shall mean the Enterprise Value less Net Debt as on 31st March of Next Financial Year; For the purpose of calculation of the Equity
Valuation of the Company, the share capital of the Company shall be taken on a Fully Diluted Basis, post the proposed merger PIPL
and SDMSL with the Company as stipulated under Clause 12.12.12.


 


“Next Financial Year”
shall mean the Financial Year following the Financial Year of the Drawdown Date.


 


“Drawdown Date”
in relation to Series 1 CCD shall mean the First Closing Date, in relation to Series 2 CCD shall mean the subsequent closing date(s)
pursuant to the capital call against the Series 2 CCD as per Clause 3.2 and in relation to Additional CCDs shall mean the subsequent
closing date(s) of subscription and allotment of Additional CCDs to the Investor as per Clause 3.7.


 


For the purpose of illustration,
if the Drawdown Date is October 15, 2022, then the Next Financial Year shall be FY24.


 


		7.4	It is clarified that the fixed number of Investor CCDs shall be convertible, at any time from the
Closing Date till Conversion Long Stop Date, into fixed number of equity shares of the Company as per the conversion formula set
out in paragraph 7 and for this purpose, the conversion formula, shall be determined immediately after finalization of the accounts
of the Company for the Next Financial Year in relation to the relevant Drawdown Date.



 


		7.5	For the purpose of determining the conversion formula, the Company shall engage any Big Four Accounting
Firms to evaluate, confirm and certify the Conversion Ratio (“Conversion Certificate”). Such evaluation shall
not entail audit of the Financial Statements of the Company. It is further agreed that prior to the Financial Statements of the
Company being approved by the Board, such number of equity shares of the Company to be issued shall be confirmed by the Investor
basis the Conversion Certificate which shall remain valid, provided there is no change in the EBITDA used for conversion calculation
and the EBITDA derived from audited Financial Statements.



 




    	 	57	 



     


    

 


		7.6	In case of Exit Event or Strategic Sale Exit occurring before the end of the Next Financial Year,
then the EBITDA for the Next Financial Year shall mean the annualized EBITDA of the last quarter.



 


		7.7	Illustration for determining Series 1 CCD Conversion Ratio, Series 2 CCD Conversion Ratio and Additional
CCDS Conversion Ratio shall be set out in a separate letter agreement between the Parties.





    	 	58	 



     


    

 


SCHEDULE
V


 


Conditions Subsequent
to Closing


 


The Company hereby irrevocably
and unconditionally, and undertake to do (and cause to be done) the following within the following timelines as stipulated:


 


		1.	The Company shall (and the HoldCo
                                         shall procure that the Company shall) duly file on the online portal of the Ministry
                                         of Corporate Affairs available at www.mca.gov.in, a return of allotment of the
                                         Series 1 CCDs and Series 2 CCDs, respectively, in the form prescribed under Form PAS-3
                                         under the Companies (Prospectus and Allotment of Securities) Rules, 2014 (as amended
                                         from time to time) along with requisite fees provided under the Companies (Registration
                                         Offices and Fees) Rules, 2014 (as amended from time to time) and any other Person as
                                         may be necessary and required for the purposes of giving effect in Applicable Law to
                                         the issue and allotment of the Series 1 CCDs and Series 2 CCDs to the Investor and shall
                                         deliver copies of such duly filed forms (along with copies of the challan evidencing
                                         payment of statutory fees) to the Investor and Debentures Trustee no later than 15 (fifteen)
                                         days from the Closing Date.



 


		2.	Within 30 (thirty) days from the Closing Date, the Company shall file Form MGT-14 with the relevant
ROC for the special resolution passed by the Shareholders on the Closing Date, approving the Restated Charter Documents, along
with requisite fees.



 


		3.	Within 30 (thirty) days from the Closing Date, the Company having passed Shareholders' resolution
by way of special resolution approving the increase in the authorised share capital of the Company to accommodate the issuance
of the equity shares upon conversion of the Series 1 CCDs and Series 2 CCDs in accordance with this DSA and for this purpose, making
necessary amendments to the Restated Charter Documents in accordance with the provisions of the Act and making all requisite filings
in this respect with the ROC.



 


		4.	Within 14 (fourteen) Business Days from the Closing Date, deliver duly stamped debenture certificates,
representing the Series 1 CCD and Series 2 CCD, in favour of the Investor.



 


		5.	The Company shall ensure that within 30 (thirty) days from the Closing Date, the Series 1 CCD and
Series 2 CCD are credited to the designated depository account of the Investor as specified in Schedule I to this DSA.



 


		6.	Within a period of 30 (thirty) days from the Closing, the Company shall obtain, and deliver to
the Debenture Trustee, a certificate from a practicing chartered accountant, duly registered with the Institute of Chartered Accountants
of India (ICAI) in accordance with the requirements of Chartered Accountants Act, 1949 certifying the actual end use of the
proceeds of Series 1 CCD and Series 2 CCD (or the relevant part thereof), which end use shall not be inconsistent with the purpose
and the terms and conditions of this DSA. In case the funds are not fully utilised by such period, the Company shall provide the
interim end use certificate within such date and an updated end use certificate no later than March 31, 2022 for Series 1 CCD and
no later than March 31, 2023 for Series 2 CCD.



 


		7.	The Company shall maintain Form PAS – 5 (as provided for under Rule 14 of the Companies (Prospectus
and Allotment of Securities) Rules, 2014 and deliver to the Debenture Trustee and the Investor a copy of the same, within 7 (seven)
days from the Closing Date.



 


		8.	Within a period of 180 (one hundred eighty) days from the First Closing Date, the Company shall
undertake all the necessary actions and deeds to create and perfect the Security in favour of the Investor including, execution
of the Debenture Trustee Agreement and Security Documents and passing of the resolution of board of directors of the Company inter
alia approving the creation of Security in accordance with the Transaction Documents in favour of the Investor and taking approval
from the lenders, if any.



 




    	 	59	 



     


    

 


		9.	The Company shall make all necessary filings including Form CHG-1, with the ROC with respect to
the Secured Interest created under the Transaction Documents (which is created as a part of the Condition Precedent) and deliver
to the Debenture Trustee and the Investor, acknowledged copies of such filings along with payment challan for the same, within
2 (two) Business Days from the Closing Date.



 


		10.	The Debenture Trustee shall make the CERSAI filings in respect of the Secured Interest created
within 15 (fifteen) days from the date of creation of Secured Interest.



 


		11.	The Company shall provide to the Investor its income tax returns for the Financial Year ending
on March 31, 2021 by December 31, 2021.



 




    	 	60	 



     


    

 


SCHEDULE
VI


 


Representations and Warranties
of the Company


 


The Company and HoldCo hereby,
jointly and severally, represent and warrant to the Investor as follows as of the date hereof and on each day until the Closing
Date;


 


		1.	Status



 


		(i)	The Company and HoldCo:



 


		(a)	is duly organised and validly existing company incorporated in India under the Act;



 


		(b)	has power and authority to own its properties and assets and to transact the business in which
it is engaged or proposes to be engaged;



 


		(ii)	The Company and HoldCo has capacity to contract under the Indian Contract Act, 1872 and has the
power to sue and be sued in its own name.



 


		2.	Power and authority



 


		(i)	The Company and HoldCo has full power and authority to execute and deliver the Transaction Documents
(to which it is a party) and to complete the transactions contemplated thereby.



 


		(ii)	The constitutional documents of the Company and HoldCo include provisions which authorises it to
execute and deliver the Transaction Documents (to which it is a party) and exercise its rights and perform its obligations under
the Transaction Documents (to which it is a party).



 


		(iii)	The Company and HoldCo has obtained all necessary corporate authority for the due execution and
delivery of this DSA and the other Transaction Documents (to which it is a party) and exercise its rights and perform its obligations
under this DSA and the other Transaction Documents (to which it is a party).



 


		3.	Binding obligations



 


The obligations
expressed to be assumed by the Company and HoldCo in each of the Transaction Documents to which it is a party are legal, valid,
binding and enforceable in accordance with the provisions of Applicable Law.


 


		4.	Non-conflict with other obligations



 


The entry into
and performance by the Company and HoldCo of, and the transactions contemplated by, the Transaction Documents to which it is a
party, do not and will not conflict with:


 


		(i)	any Applicable Law or order, writ, injunction or decree of any court or Governmental Authority
having jurisdiction over the Company;



 


		(ii)	their respective constitutional documents; or



 


		(iii)	any agreement or instrument binding upon it or any of their assets,



 




    	 	61	 



     


    

 


		5.	Validity and admissibility in evidence



 


All authorisations
required or desirable to make the Transaction Documents to which the Company and HoldCo is a party, admissible in evidence in its
jurisdiction of incorporation, have been obtained or effected and are in full force and effect.


 


		6.	Compliance with Applicable Law



 


		(i)	The Company and HoldCo has complied with all Applicable Law including but not limited to compliances
with provisions set out in the Act in relation to the issuance of Debentures by the Company and creation of security interests
in connection therewith, or such other instrument to which the Company and HoldCo is a party.



 


		(ii)	The Company and HoldCo has complied in all material respects with all Applicable Law in relation
to the conduct of its business or otherwise or by which they are bound in respect of the ownership of its assets and is not subject
to any actual or threatened liability in writing, by reason of non-compliance with such Applicable Law or such other instrument.



 


		(iii)	The Company and HoldCo has kept all necessary records, books of account, statutory registers and
other documents in the manner required under Applicable Law in all material respects.



 


		7.	No filing



 


It is not necessary
that the Transaction Documents be filed, recorded or enrolled with any court or other authority in India or that any stamp, registration
or similar tax be paid on or in relation to the Transaction Documents or the transactions contemplated by the Transaction Documents
other than:


 


		(i)	stamp duty payable on the Transaction Documents;



 


		(ii)	notarisation of power of attorney(s); and



 


		(iii)	registration requirements with ROC and in respect of the security interests created under the Security
Documents.



 


		8.	No Event of default or Material Adverse Effect 



 


		(i)	No Event of Default or Material Adverse Effect has occurred or is continuing or might reasonably
be expected to result from the entering into the Transaction Documents by the Company and HoldCo, or performance of the obligations
of the Company and HoldCo set out in the Transaction Documents.



 


		(ii)	To the best of the knowledge of the Company and HoldCo, the Company and HoldCo is not aware of
any facts or circumstances which may give rise to an Event of Default or a Material Adverse Effect.



 


		9.	No misleading information



 


		(i)	Any factual information provided by or on behalf of the Company and HoldCo in connection with the
issue of the Debentures was true and accurate in all respects as at the date it was provided or as at the date (if any) at which
it is stated.



 




    	 	62	 



     


    

 


		(ii)	Nothing has been omitted from any information provided to the Investor and no information has been
given or withheld that results in such information being untrue or misleading in any material respect.



 


		10.	Financial Statements



 


		(i)	The financial statements of the Company for the Financial Year ended March 31, 2021 were prepared
in accordance with the Applicable Law.



 


		(ii)	The financial statements (to the extent applicable) submitted to the Investor, give a true and
fair view of its financial condition and operations as at the end of and for the relevant Financial Year.



 


		11.	No proceedings pending or threatened



 


		(i)	As on date hereof, there are no legal, quasi-legal, administrative, arbitration, mediation, conciliation
or other legal proceedings, claims, actions or governmental investigations of any nature pending or threatened in writing against
Company or to which any of its assets are subject.



 


		(ii)	As on the date hereof there are no legal, quasi-legal, administrative, arbitration, mediation,
conciliation or other legal proceedings, claims, actions or governmental investigations of any nature pending or threatened in
writing against Company which have been disclosed to the Investor under the Disclosure Letter or the updated Disclosure Letter)
or to which any of its assets are subject.



 


		(iii)	To the best knowledge of the Company, no facts or circumstances exist which may give rise to any
actions, claims, investigations or other legal proceedings being initiated against the Company, which could in manner affect the
Secured Interest or the obligations of the Company undertaken in terms of the Transaction Documents (to which it is a party).



 


		(iv)	There are no unfulfilled or unsatisfied judgments or court orders, which are outstanding against
the Company.



 


		12.	Deduction of Tax



 


The Company is
not (except as required under the Income Tax Act, 1961in the case of payment of interest under any Transaction Document or any
interest to be paid on the withheld premium, if applicable) required to make any deduction for or on account of Tax from any payment
it may make under any Transaction Document.


 


		13.	Tax and Employee Benefits



 


		(i)	The Company and HoldCo to the complied in all material respects with all Applicable Laws governing
taxation in all jurisdictions in which it is subject to Tax and has filed all Tax returns required by Applicable Law to be filed
by it and has paid all Taxes payable by it which have become due pursuant to such tax returns.



 


		(ii)	The Company has paid all employee benefits in accordance with the Applicable Law and there are
no outstanding payments to be made in relation to the employee benefits.



 




    	 	63	 



     


    

 


		(iii)	The Company as on the date hereof paid all employee benefits in accordance with the Applicable
Law and as on the date hereof there are no outstanding payments to be made in relation to the employee benefits.



 


		(iv)	There are no proceedings pending before or initiated or threatened, as evidenced by a communication
in writing, by any Tax authority in respect of Company, which could result in any Security being or becoming subject to any Tax
claims pursuant to Section 281 of the Income Tax Act, 1961 and/or applicable provisions of the Central Goods and Services Tax Act,
2017, as amended from time to time.



 


		(v)	The Company is currently not subject to any investigation, audit or visit by any Tax or excise
authority, and the Company is not aware of any such investigation, audit or visit planned.



 


		(vi)	As on the date hereof, the Company is not subject to any investigation, audit or visit by any Tax
or excise authority which may lead to a liability of INR 30,00,00,000 (Rupees thirty crores only) or above, and Company is not
aware of any such investigation, audit or visit planned.



 


		(vii)	The Company are currently not subject to any investigation, audit or visit by any
Tax or excise authority, which would in any manner have an adverse impact on the obligations undertaken by the Company under the
Transaction Documents or the Security created, and the Company is not aware of any such investigation, audit or visit planned.



 


		14.	Ranking



 


Each Security Document
creates (or, once entered into, will create) in favour of the Investor for the benefit of the Investor, the Secured Interest which,
Company is expressed to create and with the ranking and priority it is expressed to have.


 


		15.	Title Representations



 


		(i)	The Company has good and valid title to, or valid leases and licences of, or is otherwise entitled
to use (in each case, on arm’s length terms), all assets necessary for the conduct of their respective business as it is
being conducted and all such assets have been property maintained and are in normal operating conditions.



 


		(ii)	Company owns and has good, un-Encumbered (except for the Secured Interest created or to be created
under the Transaction Documents), legal and/ or beneficial title to the Secured Interest on which the Company is required to create
Secured Interest pursuant to the Transaction Documents.



 


		(iii)	Save and except the Encumbrances created in favour of the Debenture Trustee under the Transaction
Documents, the Secured Properties are the absolute property of the Company and are free from any other Encumbrances and the Company
does not have any obligation to create any other Encumbrances on the said Secured Properties.



 


		16.	Solvency



 


No Insolvency Event
has occurred with respect to the Company and the Company is not aware of any facts or circumstances that exist as on the date hereof,
which can lead to occurrence of such an Insolvency Event.


 




    	 	64	 



     


    

 


		17.	Authorised Signatories



 


Each Person specified
as its authorised signatory in any document accepted by the Debenture Trustee / CCD Holders or delivered to the Debenture Trustee/
CCD Holders is, authorised to sign the said documents, on its behalf, which has been made available to the Debenture Trustee/CCD
Holders under or in connection with the Transaction Documents.


 


		18.	No Immunity



 


		(i)	Neither the Company nor any of its assets enjoy any right of immunity from set-off, suit or execution
in respect of their obligations under this DSA and other Transaction Documents.



 


		(ii)	Its entry into the Transaction Documents (to which it is a party) constitutes, and the exercise
of its rights and performance of and compliance with its obligations under the Transaction Documents will constitute, private and
commercial acts done and performed for private and commercial purposes.



 


		19.	Environmental compliance



 


		(i)	The Company has performed and observed all applicable environmental laws and is not aware of any
environmental matter the existence of which have a Material Adverse Effect.



 


		(ii)	The Company has obtained and hold every necessary environmental consent required under or pursuant
to any applicable environmental law in connection with the conduct of its business and the ownership, use, exploitation or occupation
of its assets the absence or lack of which have a Material Adverse Effect.



 


		(iii)	The Company has at all times complied with the conditions, restrictions and covenants imposed in,
or in connection with every environmental consent breach of which have a Material Adverse Effect, and to the best of the knowledge
of the Company no circumstances have arisen which would entitle any regulatory body to revoke, suspend, amend, vary, withdraw,
transfer or refuse to amend any environmental consent or which give rise to a claim against Company, which has a Material Adverse
Effect.



 


		20.	Insurance



 


The Company has
maintained all insurances necessary and customary for its business, in respect of its assets.


 


		21.	Arm’s length basis



 


		(i)	Other than as disclosed in the financial statements, annual reports, the Company has not entered
into any other related party transaction.



 


		(ii)	All transactions entered into by the Company with any related party or any other third party are
on an arm’s length basis.



 


		22.	Indebtedness



 


The Company has
not availed any Financial Indebtedness other than as disclosed in the Disclosure Letter or the updated Disclosure Letter.


 




    	 	65	 



     


    

 


		23.	Intellectual Property Rights



 


The Company has
lawful and valid right to use, free and clear of any pending or threatened (as evidenced by a communication in writing) security
interest, all patents, patent applications, trademarks, permits, service marks, trade names, trade secrets, proprietary information
and knowledge, technology, computer programs, databases, copyrights, licenses, franchises and formulas or rights (collectively
the “Intellectual Property Rights”) with respect thereto necessary for carrying outs its business. All necessary
actions (including registration, payment of all registration and renewal fees) required to maintain the same in full force and
effect have been taken by the Company, as the case may be. Further, to the best knowledge of the Company, there is no infringement
or threatened (as evidenced by a communication in writing) infringement of those Intellectual Property Rights licensed or provided
to the Company by any Person.


 


		24.	Employees



 


		(i)	Save and except as disclosed in the Disclosure Letter or the updated Disclosure Letter, to the
best knowledge of the Company, there are no employment related disputes involving the directors and the employees as parties or
otherwise affecting their right or obligations under the relevant employment agreement, pending or threatened (as evidenced by
a communication in writing) against the Company.



 


		(ii)	In the event that the Company has terminated the contract of employment with any of its employees,
the same has been done in accordance with the Applicable Law and all amounts due and payable by the Company to the employees on
account of such termination have been paid in full, save and except as disclosed in the Disclosure Letter or the updated Disclosure
Letter.



 


		25.	Defaulter’s List



 


Neither the Company
nor any of its directors (wherever applicable) appear on the defaulter list of the Reserve Bank of India (RBI) or the Export Credit
Guarantee Corporation (EPGC) caution list or is identified as a ‘wilful defaulter’ by any bank or financial institution,
as per the parameters determined by Reserve Bank of India (RBI) from time to time.


 


		26.	Shareholding



 


		(i)	The entire share capital of the Company (including any instruments issued which can be converted
to equity share capital of the Company) is held by the HoldCo.



 


		(ii)	The entire share capital of the HoldCo is held by the Persons the details of whom will be provided
by the Company to the Debenture Trustee in writing, simultaneously with the execution of this DSA.



 




    	 	66	 



     


    

 


SCHEDULE
VII


 


Deed of Adherence for Investor
Affiliate Transferee


 


This DEED OF ADHERENCE (“Deed
of Adherence”) is made on this [●] day of [●], [●] at [●]:


 


BY AND
BETWEEN


 


[insert the name of the
Affiliate of the Investor] (hereinafter referred to as the “Affiliate Transferee”);


 


		AND	



 


[insert
details of other parties]


 


		WHEREAS:	



 


[insert
background of the proposed transaction]


 


IT IS
HEREBY AGREED AS FOLLOWS:


 


		1.	This Deed of Adherence is supplemental to the Debenture Subscription Agreement dated [●]
executed by and between the Company, HoldCo and the Investor (“DSA”).



 


		2.	The Affiliate Transferee has purchased [●] Investor CCDs (“Transferred CCDs”),
from the Investor, and the Investor has Transferred the same to the Affiliate Transferee, pursuant to [insert details of instrument
of transfer].



 


		3.	The Affiliate Transferee hereby acknowledges that it has been provided by the Company with a copy
of the DSA and the Articles of Association.



 


		4.	In consideration of and pursuant to the Transfer of Transferred CCDs referred to in Clause 2, the
Affiliate Transferee has become a debenture holder of the Company and also becomes a party to DSA immediately upon the execution
of this Deed of Adherence. The Affiliate Transferee agrees to participate in and be bound by all provisions of the DSA in all respects
as if it was an original party thereto and the DSA shall have full force and effect on it and shall be read and construed to be
binding on it.



 


		5.	In consideration of the Transfer of Transferred CCDs, the Affiliate Transferee hereby further undertake
and covenant to assume, observe, perform, discharge and be bound by all the rights and obligations (arising on the date of execution
of this Deed of Adherence) and arising under the DSA and to be bound by the DSA as if the Affiliate Transferee has at all times
been parties to the DSA.



 


		6.	The Affiliate Transferee hereby covenants that it/ he shall not do any acts or omission that is
in breach of the provisions of the DSA or the articles of association of the Company.



 


		7.	Capitalised terms used herein but not defined shall have the same meaning as ascribed to such term
in the Agreement.



 


		8.	Governing Law: This Deed of Adherence shall be governed by and construed in accordance with
the laws of India. The terms and conditions of Clauses 0 (Notices), 19 (Confidentiality), 21 (Governing Law)
and 22 (Dispute Resolution) of the DSA shall be deemed to have been incorporated in this Deed of Adherence and expressly
agreed to between the Parties hereto.



 




    	 	67	 



     


    

 


		9.	Notices: Any notice required or permitted to be given to the Affiliate Transferee shall
be at the address set out hereinafter or such other address as the Affiliate Transferee may, from time to time, designate by notice
in writing to the other Parties.



 


Name: [●]


Address: [●]


Nominated Official:
Mr. [●]


Telephone: [●]


E-mail: [●]


 


		10.	Counterparts: This Deed of Adherence is executed in multiple counterparts, and each such
counterpart shall be considered as original upon execution by the authorized signatory of each of the Parties.



 


Executed as
a Deed on the day and year first before written.


 




    	 	68	 



     


    

 


SCHEDULE
VIII


 


Deed of Adherence for Investor
Transferee


 


This DEED OF ADHERENCE (“Deed
of Adherence”) is made on this [●] day of [●], [●] at [●]:


 


BY AND BETWEEN


 


[insert the name of the
Affiliate of the Investor] (hereinafter referred to as the “Investor Transferee”);


 


AND


 


[insert details of other
parties]


 


WHEREAS:


 


[insert background of
the proposed transaction]


 


IT IS HEREBY AGREED AS
FOLLOWS:


 


		1.	This Deed of Adherence is supplemental to the Debenture Subscription Agreement dated November 1,
2021 executed by and between the Company, HoldCo and the Investor (“DSA”).



 


		2.	The Investor Transferee has purchased [●] Investor CCDs (“Transferred CCDs”),
from the Investor, and the Investor has Transferred the same to the Affiliate Transferee, pursuant to [insert details of instrument
of transfer].



 


		3.	The Investor Transferee hereby acknowledges that it has been provided by the Company with a copy
of the DSA and the Articles of Association.



 


		4.	In consideration of and pursuant to the Transfer of Transferred CCDs referred to in Clause 2, the
Investor Transferee has become a debenture holder of the Company and also become party to the DSA immediately upon the execution
of this Deed of Adherence. The Investor Transferee agrees to participate in and be bound by all the obligations of the Investor
under the DSA in all respects as if it was an original party thereto and the DSA shall have full force and effect on it and shall
be read and construed to be binding on it.



 


		5.	In consideration of the Transfer of Transferred CCDs, the Investor Transferee hereby further undertakes
and covenants to assume, observe, perform, discharge and be bound by all the obligations (arising on the date of execution of this
Deed of Adherence) arising under the DSA and to be bound by the DSA as if the Investor Transferee has at all times been parties
to the DSA.



 


		6.	It is agreed that since the Investor has Transferred the Transferred CCDs to the Investor Transferee
pursuant to Clause 26 of the DSA, the Investor Transferee shall be entitled to perform, observe and discharge all the obligations
of the Investor as contemplated under the DSA.



 


		7.	The Investor Transferee hereby covenants that it/ he shall not do any acts or omission that is
in breach of the provisions of the DSA or the articles of association of the Company.



 


		8.	Capitalised terms used herein but not defined shall have the same meaning as ascribed to such term
in the Agreement.



 




    	 	69	 



     


    

 


		9.	Governing Law: This Deed of Adherence shall be governed by and construed in accordance with
the laws of India.



 


		10.	The terms and conditions of Clauses 0 (Notices), 19 (Confidentiality), 21 (Governing
Law) and 22 (Dispute Resolution) of the DSA shall be deemed to have been incorporated in this Deed of Adherence and
expressly agreed to between the Parties hereto.



 


		11.	Notices: Any notice required or permitted to be given to the Affiliate Transferee shall
be at the address set out hereinafter or such other address as the Affiliate Transferee may, from time to time, designate by notice
in writing to the other Parties.



 


Name: [●]


Address: [●]


Nominated Official:
Mr. [●]


Telephone: [●]


E-mail: [●]


 


		12.	Counterparts: This Deed of Adherence is executed in multiple counterparts, and each such
counterpart shall be considered as original upon execution by the authorized signatory of each of the Parties.



 


Executed
as a Deed on the day and year first before written.


 




    	 	70	 



     


    

 


SCHEDULE
IX


 


Details of the Existing
Debt as of September 30, 2021


 





Sify
Infinit Spaces Limited


 


	Particulars	 	30-Sep-21	 
	 	 	INR in Crore	 
	Working Capital Borrowings - Fund Based	 	 	43.64	 
	Term Borrowings	 	 	390.25	 
	Lease liabilities	 	 	170.93	 
	Gross Debt	 	 	604.82	 
	 	 	 	 	 
	Less: Cash & Cash equivalents	 	 	(79.01	)
	Net Debt	 	 	525.81	 



 




    	 	71	 



     


    

 


SCHEDULE
X


 


List of Material Adverse
Effect events for purpose of Clause 20.1.3


 


		1.	Cyber security threats



 


		2.	Sudden loss or damage to any asset of the Company (including break down of any datacenter facilities)
which asset contributes Rs. 30,00,00,000/- (Rupees Thirty Crore only) or more of the revenue of the Company.



 


		3.	Change in law (including cancellation or suspensions of approvals/consents/licenses required to
run the data center operations)



 




    	 	72