Exhibit 10.29



Non judicial   Indian-Non Judicial Stamp Haryana Government date: 28/08/2017) Certificate No   G0282017H1893 Stamp Duty Paid : 300 GRN No 30084165 Penalty: Seller / First   Party Detail Name. Yatra Online Pvt ltd H.No/Floor Na Sector/Ward : Na LandMark:   Na City/Village Gurugram District: Gurugram State: Haryana Phone 9871372500   Buyer / Second Party Detail f Name : Innoven Capital India pvt ltd H.   No/Floor Na Sector/Ward Na LandMark Na City/Village Gurugram District:   Gurugram State: Haryana Phone 0 Purpose : TERM LOAN AGREEMENT The   authenticity of this document can be verified by scanning this QrCode Through   smart phone or on the website https://egrashry.nic.in This stamp paper Forms   an integral part of the Term Loan Agreement executed by and between Ytra   Online Private Limited, Yatra Online, Inc. and Innoven Capital India Private   Limited on September 12, 2017.


    




 










TERM LOAN   AGREEMENT BY AND BETWEEN INNOVEN CAPITAL INDIA PRIVATE LIMITED AND BORROWER   AND GUARANTOR InnoVen BORROWER


    




 










TABLE OF CONTENTS 1 DEFINITION AND CONSTRUCTION 3 2 TERM LOAN;   DISBURSEMENT TERMS 3 3 PAYMENT OF INTEREST 5 4 OTHER TERMS OF PAYMENTS 6 5   CONDITIONS PRECEDENT 7 6 SECURITY INTEREST 7 7 BORROWER’S COVENANTS 8 8   REPRESENTATIONS AND WARRANTIES 15 9 EVENTS OF DEFAULT 16 10 INNOVEN’S RIGHTS   AND REMEDIES 18 11 AMENDMENTS AND WAIVERS 20 12 INDEMNIFICATION 20 13   MISCELLANEOUS 21 SCHEDULE 1 35 SCHEDULE 2 40 SCHEDULE 3 50 SCHEDULE 4 51   SCHEDULE 5 52 SCHEDULE 6 53 InnoVen BORROWER GUARANTOR 2


    




 










TERM LOAN AGREEMENT THIS TERM LOAN AGREEMENT made on the day,   month and year set out in Schedule 1 Part 1 hereof (this “Agreement”   between the Person(s)/corporation(s) named in Schedule 1 Part 1   hereof (hereinafter referred to as the “Borrower”) of the ONE PART AND Yatra   Online, Inc., a company incorporated under the laws of Cayman Islands,   and having its registered office at c/o Maples Corporate Services Ltd , PO   Box 309, Ugland House, Grand Cayman, KYI-1104 Cayman Islands {hereinafter   referred to as the “Guarantor” which expression shall, unless repugnant to   the context or meaning thereof, include its successors and permitted assigns)   of the SECOND PART. AND InnoVen Capital India Private Limited, a private   limited company incorporated under the Companies Act, 1956 and registered as   a Non-Banking Financial Company within the meaning of the Reserve Bank of   India Act, 1934 having its registered office at 12th Floor, Express Towers,   Nariman Point, Mumbai 400021 (hereinafter referred to as “InnoVen”, which   expression shall, unless it be repugnant to the subject or context thereof,   include its successors and permitted assigns) of the THIRD PART InnoVen, the   Guarantor and the Borrower are hereinafter, where the context so requires,   collectively referred to as the ‘‘Parties” and individually as a “Party” 1   DEFINITION AND CONSTRUCTION 1.1 Definitions. Capitalized terms, unless   defined elsewhere in this Agreement, shall have the meaning assigned to such   terms in Appendix 1 to this Agreement. 1.2 Construction. Unless specified   elsewhere in this Agreement this Agreement shall be interpreted using the   rules of construction as mentioned in Appendix 1 to this Agreement 2   TERM LOAN; DISBURSEMENT TERMS 2.1 Terms of Disbursement and draw downs. 2 1 1   Subject to the terms and conditions set forth in this Agreement and in the   other Loan Documents, InnoVen shall extend the Term Loan to the Borrower   on the First Closing Date up to an aggregate of the principal amount   specified in Schedule 1 Part 1 hereunder The Term Loan shall be utilized   by the Borrower only for the specific Purpose as stated in Schedule 1   Part 1 hereunder, and for no other reason or purpose whatsoever. InnoVen   BORROWER GUARANTOR 3


    




 










2 12 The   Borrower shall, drawdown the Term Loan in 2 (two) tranches (“Tranche/s”) on   or prior to the Last Date of Drawal for each Tranche i.e. the First Closing   Date and the Second Closing Date. At least 7 (Seven) days prior to the   drawdown date of each Tranche, the Borrower shall submit a Confirmation   Certificate in the form provided in Schedule 1 Part 2. Upon InnoVen   being satisfied with the declarations made in the Confirmation Certificate   and at least 2 (Two) Business Days prior to the date of the drawdown of the   First Tranche and the Second Tranche, as the case may be. the Borrower shall   submit a Drawal Request in the form provided in Schedule 1 Part 3, upon   the receipt of which InnoVen shall disburse the First Tranche or the Second   Tranche, as the case may be. Unless InnoVen otherwise agrees, the right to   make the drawal from the Term Loan for both the First Tranche and the Second   Tranche shall cease on September 15, 2017 (each being the “Last Date of   Drawal”) specified in Schedule 1 Part 1 hereunder. 2 1 3 Procedures for   Borrowing. Subject to the prior satisfaction of all other applicable   conditions to the making of the Term Loan disbursement in accordance with the   specific terms set forth in Schedule 1 Part 1 hereunder, the Borrower   shall furnish to InnoVen the Drawal Request, at least 2 (Two) Business Days   prior to the draw down date of each Tranche, in the manner specified in   Schedule 1 Part 3 hereunder; provided each such draw down date is a   Business Day. If InnoVen is satisfied with the declarations made in the   Confirmation Certificate, InnoVen shall credit the First Tranche or the   Second Tranche amount to the designated account of the Borrower on the   relevant draw down date. 2.1 4 The Borrower shall be entitled to avail each   Tranche of the Term Loan up to the Last Date of Drawal for such Tranche/s   provided the Borrower complies and continues to comply with the terms and   conditions contained in this Agreement and the other Loan Documents, and   contingent upon there being no subsisting Event of Default ! 2 Repayment 2.2   1 The Borrower shall and the Guarantor shall cause the Borrower repay the   Term Loan on the Due Date(s), in accordance with the terms set out in   Schedule 1 Part 1 hereof. On the Maturity Date, the entire unpaid Term Loan   Amount together with (a) Interest, (b) Expenses incurred by Innoven   in connection with this Agreement and / or the other Loan Documents and not   reimbursed by the Borrower in accordance with Section 4 1,   (c) Taxes paid by InnoVen and not reimbursed by the Borrower in   accordance with Section 4 1 and (d) such other amounts due to   InnoVen as provided under this Agreement that shall have become due and   payable on Maturity Date/s. If the Due Date in respect of any amounts payable   under the Term Loan falls on a day which is not a Business Day, the   immediately preceding Business Day shall be considered as the Due Date for   such payment InnoVen BORROWER GUARANTOR 4


    




 










2.2.2 Subject   to the provisions of this Agreement, the Borrower may prepay the outstanding   principal amounts of the Term Loan in full or in part, before the Due Date/s,   subject to the Borrower paying the Prepayment Fee in accordance with the   terms set out in Schedule 1 Part 1 hereof, together with any other   Expenses, charges and/ or fees Notwithstanding anything contained   herein, If the Borrower does not receive fresh inflow of at least USD   11,000,000 (eleven million US dollars only) from its GDS service providers by   October 31, 2017, the Borrower shall repay INR 162,500,000 (Rupees one   sixty two million and five hundred thousand only) to InnoVen within 3 (three)   Business Days without any Prepayment Fees obligation as mentioned in this   Agreement 3 PAYMENT OF INTEREST 3 1 The Borrower shall and the Guarantor   shall cause the Borrower pay to InnoVen, Interest on the principal   amounts of the Term Loan at the interest rate, in the manner and on the dates   specified in Schedule 1 Part 1 hereof. 3.2 In the event any monies   remain due and payable by the Borrower to InnoVen under this Agreement and /   or the other Loan Documents or otherwise, InnoVen may, at its sole   discretion, adjust such monies against the amounts available for drawal by   the Borrower on such date, and all such adjustments shall be treated as   drawals by the Borrower Further, all such monies, including Interest, which   have not been paid by the Borrower on the respective Due Date(s), shall carry   further interest at the Default Rate Such interest will be computed from the   respective Due Date(s) and shall become payable with monthly rests, or   such other rests as may be prescribed by InnoVen from time to time, and shall   be payable on the dates specified in Section 3-1 above. The Borrower   hereby expressly acknowledges that the further rates of interest under this   Section 3 2 are reasonable and that they represent genuine pre-estimates   of the loss expected to be incurred by InnoVen in the event of non-payment of   any monies by the Borrower 3 3 The Parties agree that the Term Loan provided   under this Agreement shall carry a fixed rate of Interest in accordance with   Section 7 of Schedule 1 Part 1. The Interest payable by the   Borrower shall be subject to the changes based on applicable guidelines /   directives issued by the RBI from time to time. Accordingly, the Borrower   hereby accepts and acknowledges that InnoVen shall be obliged to give effect   to any revision of interest rates pursuant to applicable guidelines /   directives that maybe issued by the RBI from time to time, and the Borrower   agrees that it shall be bound by all actions taken by InnoVen in this regard   3 4 The Borrower acknowledges that the Term Loan provided under this   Agreement is for a commercial transaction and hereby explicitly waives any   defense that may be available to it under usury or other laws relating to the   charging of interest 3.5 Interest and all other charges shall accrue from day   to day, and shall be computed on the basis of a 365 (Three Hundred and Sixty   Five) day year for the actual number of days elapsed InnoVen BORROWER   GUARANTOR 5


    




 










4 OTHER TERMS   OF PAYMENTS 4.1 The Borrower shall bear all Taxes (including, without   limitation, stamp duty and relevant registration and filing charges in   connection with this Agreement and / or the other Loan Documents) as may be   levied from time to time in respect of or in connection with the Term Loan,   this Agreement and / or the other Loan Documents The Borrower shall also pay   or reimburse all sums paid and / or Expenses incurred by InnoVen (including   stamp duty and legal counsel expenses incurred towards the loan documentation   and such other expenses incurred by or on behalf of their representatives /   consultants / appraiser) in connection with this Agreement and / or the other   Loan Documents, and (b) such other duties, charges and penalties as may   be levied or charged, in connection with the Loan Documents, according to the   Laws for the time being in force. For the avoidance of any doubt, the   Borrower shall not be required to reimburse and/or pay any income taxes   (including any withholding tax obligation) of InnoVen or gross-up any Taxes   that is required to be deducted under applicable Law In the event of the   Borrower failing to pay the monies referred to above, InnoVen may, at   its discretion, decide to make the necessary payments as applicable. The   Borrower shall forthwith and no later than 5 (Five) Business Days from the date   of receipt of a notice of demand from InnoVen in respect thereof   (“Reimbursement Date”), reimburse all sums paid by InnoVen in accordance with   the provisions contained herein. In addition to the said rights, in the event   that the Borrower fails to make the payments under this Section on or   before the Reimbursement Date, then all such sums shall carry interest from   the Reimbursement Date till such sums are duly reimbursed by the Borrower at   the Default Rate and, the payment made to InnoVen in this regard shall   include the aforesaid interest 4 2 AH Taxes required by Law to be paid /   deducted by the Borrower from any amounts of Interest paid or payable under   this Agreement shall be paid by the Borrower to the appropriate authorities   when due, and the Borrower shall within the statutory limits prescribed under   Law, deliver to InnoVen, a certificate of tax deduction at source or any   other evidence prescribed under Law satisfactory to InnoVen that the payment   has been duly remitted to the appropnate authority. 4.3 The Borrower hereby   expressly accepts, declares and confirms that, notwithstanding any of the   provisions of the Indian Contract Act, 1872 or any other applicable Law, or   any terms and conditions to the contrary contained in this   Agreement, InnoVen may, at its absolute discretion, appropriate any   payments made by the Borrower under this Agreement and / or any amounts   realized by InnoVen by enforcement of security or otherwise, towards the dues   payable by the Borrower to InnoVen under this Agreement and / or other   agreements entered into between the Borrower and InnoVen and in any manner   whatsoever. 4 4 Unless otherwise stipulated in Schedule 1 Part 1 hereof,   all monies payable by the Borrower to InnoVen shall be paid into such   account(s) as InnoVen may notify to the Borrower by cash, telegraphic,   telex or mail transfer or by cheque / bank draft drawn in favor of InnoVen on   a scheduled bank and shall be so paid as to enable InnoVen to realize, at   par, the amount on or InnoVen BORROWER GUARANTOR 6


    




 










before the   relevant Due Date Credit for all payments by cheque / bank draft will be   given only on realization or on the relevant Due Date, whichever is later 4.5   Unless an Event of Default has occurred and is continuing, InnoVen shall   apply any funds of the Borrower in its possession, whether from payments, or   proceeds realized as the result of any collection of Receivables, invocation   of the obligations of the Guarantors under the Guarantee, invocation of the   rights available to it under the Deed of Pledge, or other disposition of the   Collateral, first, to Expenses; second, to the interest due upon any of the   Obligations; and third, to the principal of the Obligations and any   applicable fees and other charges, in such order as InnoVen shall determine   in its sole discretion. Any surplus shall be paid to Borrower or other   Persons legally entitled thereto and the Borrower shall remain liable to   InnoVen for any deficiency. In the event an Event of Default has occurred and   is continuing, InnoVen may apply any funds in its possession, whether   from payments or proceeds realized as the result of any collection of   Receivables, invocation of the obligations of the Guarantors under the   Guarantee, invocation of the rights available to it under the Deed of Pledge,   or other disposition of the Collateral, or otherwise, to the Obligations in   such order as InnoVen shall determine in its sole discretion. Any surplus   shall be paid to Borrower or other Persons legally entitled thereto; Borrower   shall remain liable to InnoVen for any deficiency. If InnoVen, in its good   faith business judgment, directly or indirectly enters into a deferred   payment or other credit transaction with any purchaser at any sale of   Collateral, InnoVen shall have the option, exercisable at any time, of   either reducing the Obligations by the principal amount of the purchase price   or deferring the reduction of the Obligations until the actual receipt of the   monies by InnoVen 5 CONDITIONS PRECEDENT 5.1 InnoVen’s obligation to make the   Term Loan shall be subject to the Borrower duly performing and satisfying the   specific conditions precedent as set forth in Schedule 1 Part 1   hereunder to the satisfaction of InnoVen in its sole discretion. 5.2 Upon   fulfillment of the conditions precedent referred to under Section 5.1,   the Borrower shall forthwith issue a written notice to InnoVen, informing   InnoVen about the fulfillment of the said conditions InnoVen, on being   satisfied of the fulfillment of the conditions precedent and all other   conditions under the Loan Documents, shall make the Term Loan disbursement of   each Tranche to the Borrower in accordance with the terms of this Agreement 6   SECURITY INTEREST 6 1 Borrower hereby expressly grants InnoVen, to secure the   payment and performance in full of all of the Obligations, a continuing   security interest, and creates a Lien which shall comprise of pari passu   charge along with the charge created solely in favor of ICICI Bank Limited to   secure the bank guarantee facility from ICICI Bank Limited for the amount of   INR 1,100,000,000 (Rupees one billion and one hundred million only) (“ICICI   Security”), excluding INR 600,000,000 (Rupees six hundred million only)   collateral and cash margin in account no 002105023538 maintained InnoVen   BORROWER GUARANTOR 7


    




 










with ICICI Bank   Limited by the Borrower and any collection account of the Borrower including   account numbers 000705023846 and 031405000890 maintained with ICICI Bank   Limited by way of hypothecation of the Hypothecated Goods (as defined under   the Deed of Hypothecation) in favor of InnoVen (“Hypothecation”), in the   Collateral, wherever located, whether now owned or hereafter acquired or   arising, and all proceeds and products thereof, including the Intellectual   Property and the Intellectual Property Rights of the Borrower in accordance   with the specific terms and conditions set forth under Schedule 1 Part 1   hereunder The Borrower represents, warrants, and covenants that the security   interest, except for the ICICI security, granted herein is and shall, unless   otherwise agreed in writing between the Parties, at all times continue to be   a pari passu security interest in the Collateral (subject only to Permitted   Liens that may have superior priority to Innoven’s security interest under   this Agreement or the Loan Documents) In addition to the above, the Guarantor   has agreed to provide a continuing unconditional guarantee to secure the   Obligations of the Borrower in terms of and pursuant to the Guarantee and in   accordance with the specific terms and condition set forth therein and in the   other Loan Documents Further, the Borrower has agreed to pledge the shares   held by it in the Target Company to secure its Obligations in terms of and   pursuant to the Deed of Pledge and in accordance with the specific terms and   condition set forth therein and in the other Loan Documents 6 2 In the event   that this Agreement is terminated, InnoVen’s Lien in the Collateral, the   guarantee obligations under the Guarantee and the obligations under the Deed   of Pledge shall continue until the Obligations are repaid in full in cash by   the Borrower Upon payment to InnoVen in full and in cash of the Obligations   by the Borrower, InnoVen shall, at Borrower’s sole cost and expense,   (i) release its Lien in the Collateral and all rights therein shall   revert to Borrower, (ii) discharge the Guarantor from the obligations under   the Guarantee; (iii) discharge the Borrower from the obligations under   the Deed of Pledge This Section shall survive the termination of this   Agreement for any reason whatsoever 6.3 The Borrower shall comply / ensure   compliance with the following condition: 6.3.1 particulars of Lien, if   applicable, filed with the concerned Registrar of Companies (“ROC”) and duly   registered forms along with the receipt / ‘challan’ evidencing the payment of   ROC’s fee are handed over to InnoVen. 6.4 The above conditions set forth   herein are in addition to any other conditions and requirements as maybe   prescribed under Schedule 1 Part 1, the other Loan Documents or as may   be directed by InnoVen from time to time, to be fulfilled by the Borrower in   order to perfect InnoVen’s Lien and security interest in the Collateral and /   or InnoVen’s rights under the Guarantee and / or InnoVen’s rights under the   Deed of Pledge. 7 BORROWER’S COVENANTS 7.1 The Borrower shall promptly, where   applicable: InnoVen BORROWER GUARANTOR 8


    




 










7 1 1 Notify   InnoVen in writing if it becomes aware of any fact, matter or circumstance   (whether existing on or before the date of this Agreement or arising   afterwards) which would cause any of the representations and warranties of   the Borrower and / or of the Guarantor under this Agreement or the other Loan   Documents to become untrue or inaccurate or misleading in any material   respect. 7 12 Notify InnoVen in writing if it or the Guarantor has committed   any default or is in breach of any of its covenants under this Agreement or   the other Loan Documents or if it becomes aware of any fact, matter or   circumstance (whether existing on or before the date of this Agreement or   arising afterwards) which may give rise to a possibility of any breach of its   covenants under this Agreement or the other Loan Documents 7 1 3 Notify   InnoVen in writing if it becomes aware of any fact, matter or circumstance   which may have any Material Adverse Change or may give rise to any Material   Adverse Change 7 1 4 Deliver to InnoVen, each of the following a unaudited,   standalone and consolidated monthly financial statements and year-to -date   financial statements of the Borrower (profit and loss, balance sheet) within   30 (thirty) days from month-end; b annual audited financial statements   (consolidated and standalone) of the Borrower, within 180 (one hundred and   eighty) days from the close of the financial year certified by any of the Big   Four Auditors; c annual operating budgets and projections of the Borrower   within 45 (forty five) days of each financial year end; d details of existing   borrowing limits and outstanding (fund and non-fund) within 30 (thirty) days   from month-end; e. month end free and encumbered cash position of the   Borrower within 10 (ten) days of each month end f other such data that   InnoVen may reasonably request towards credit monitoring activities. 7 1 5   Deliver to InnoVen, copies of every notice of default, termination, or material   demand made, against it and/or the Guarantor or by it and/or the Guarantor,   which is. in the opinion of the Borrower, material in nature. It is hereby   clarified that the Borrower shall be required to notify InnoVen about any   action or event, pertaining to or having the effect of revocation,   repudiation, denial or cancellation of any Consent. 7 16 Except as notified   to InnoVen in the Disclosure Letter, notify InnoVen of (i) any action or   steps taken or legal proceedings started by or against the Borrower and/or   the Guarantor in any court of law for its winding-up, dissolution,   administration or InnoVen BORROWER GUARANTOR 9


    




 










reorganization   or for the appointment of a receiver, administrator, administrative receiver,   trustee or similar officer of the Borrower and /or the Guarantor or of any or   all of the Collateral; and / or (ii) any litigation, arbitration,   administrative or other proceedings initiated or threatened (to the knowledge   of the Borrower) against the Borrower and/or the Guarantor or their assets,   in the event amounts involved in such litigation, arbitration or other   proceeding exceed (i) Rs 10,000,000 (Rupees Ten Million only) in case of   customer disputes and (ii) INR 50,000,000 (Rupees Fifty Million only) if   they relate to Tax. 7 1 7 Notify InnoVen of any material loss or damage which   the Borrower may suffer due to any event, circumstances or act of God 7 18   Deliver to InnoVen copies of all material documents dispatched by the   Borrower to its creditors (or any general class of them) at the same time as   they are dispatched to the other creditors. 7 19 Deliver to InnoVen any   information or documents as may be reasonably required by InnoVen in relation   to the Term Loan, from time to time. 7 110 Notify InnoVen in the event the   Borrower and/or the Guarantor contracts, creates. incurs, assumes or suffers   to exist any Further Indebtedness in any manner whatsoever, except   (i) as specifically permitted under this Agreement or (ii) as maybe   specifically approved in writing by Innoven ; or (iii) trade liabilities   and guarantees etc assumed in the normal course of business (but excluding   any liabilities or guarantees relating to Indebtedness from any financial   institutions) 7 2 Affirmative Covenants. The Borrower hereby covenants and agrees   that until the Obligations of the Borrower under this Agreement are fully   paid off-to the satisfaction of InnoVen the Borrower shall comply with the   following: 7 2 1 The Borrower shall maintain its existence, corporate or   otherwise, and right to carry on business and operations and ensure that it   has the appropriate, requisite Consents and is duly qualified to conduct its   business and operations as it is conducted in all applicable jurisdictions   and will obtain and maintain all franchises, consent, approvals, and rights   necessary for the conduct of its business and operations in such   jurisdictions. 7 2 2 The Borrower shall comply with all its obligations under   each Loan Document. 7 2 3 The Borrower shall promptly obtain all necessary   Consents, and shall maintain and comply with the terms of all such Consents,   as maybe necessary for entering into or performing its obligations under this   Agreement and the other Loan Documents or for conducting its business and   operations. 7 2.4 The Borrower shall use the proceeds of the Term Loan for   the Purpose as specified in Schedule 1 Part 1 hereunder InnoVen BORROWER   GUARANTOR 10


    




 










7 2 5 The   Borrower shall ensure that, save as otherwise provided in this Agreement and   the other Loan Documents, its obligations under this Agreement and the other   Loan Documents do and will rank above and prior to all its other present and   future obligations. 7.2 6 The Borrower shall make, and cause each of its   subsidiaries to make, timely payment of all Taxes and shall file all relevant   Tax returns when due The Borrower shall deliver to InnoVen, on demand,   appropriate certificates attesting to such payments The Borrower shall at all   times materially comply with all applicable Laws. 7 2 7 The Borrower shall   obtain the prior written approval of InnoVen for any change or replacement of   its existing auditors, if the proposed auditor is not one of the Big Four   Auditors 7 2 8 The Borrower shall keep its business and the Collateral   insured for risks and in amounts standard for companies in Borrower’s   industry and location, and as InnoVen may reasonably request Insurance   policies shall be in a form and with companies that are satisfactory to   InnoVen. The Borrower shall comply with ail the conditions of the insurance   policies taken by it, and shall promptly pay all premium and other sums   payable for the aforesaid purpose. The Borrower agrees that, in the event of   failure on the part of the Borrower to insure the assets or to pay the   insurance premium or other sums referred to above, InnoVen may at its   sole discretion get the assets insured or pay the insurance premium and other   sums referred to above, as the case may be and take such other actions as   InnoVen may deem prudent The Borrower shall repay all such payments made to the   insurance companies by InnoVen in connection with insuring the assets of the   Borrower. The Borrower shall deliver to InnoVen promptly and in no event.   later than the period specified in Schedule 1 Part 1 hereof, certified   true copies of all policies of insurance. 7 2 9 Borrower shall mortgage any   immovable property, held by the Borrower as on the Closing Date and not   mortgaged to InnoVen as on that date, in favor of InnoVen in such form and   manner as may be decided by InnoVen Such mortgage shall be pari passu with   the ICICI Security. 7 2 10 So long as any monies remain due and outstanding   to InnoVen under the Loan Documents, the Borrower undertakes to notify   InnoVen in writing of all its acquisitions of immovable properties or rights   therein, and as soon as practicable thereafter and in no event later than 30   days from such acquisitions, to make out a marketable title to the   satisfaction of InnoVen and mortgage the same in favor of InnoVen and ICICI   Bank and such other bank and financial institution from whom the Borrower has   availed a credit facility InnoVen BORROWER GUARANTOR 11


    




 










7 2 11 Borrower   shall (i) protect, defend and maintain the validity and enforceability   of its Intellectual Property; (ii) promptly advise InnoVen in writing of   material infringements of its Intellectual Property; and (iii) not allow   any Intellectual Property material to Borrower’s business to be abandoned,   forfeited or dedicated to the public without InnoVen’s written consent. 7 2   12 From the date hereof and continuing through the termination of this   Agreement, the Borrower shall make available to InnoVen, without expense to   InnoVen, in accordance with Clause 7 2.14.2 , Borrower’s books and records,   to the extent that InnoVen may deem them necessary to prosecute or defend any   third-party suit or proceeding instituted by or against InnoVen with respect   to any Collateral or relating to the Borrower and/or the Guarantor and / or   the Target Company. 7 2 13 The Borrower shall ensure that no actions are   performed by the Borrower, which would result in any of the representations   and warranties of the Borrower under this Agreement from being breached or   rendered false, inaccurate or misleading 7 2 14 Records and Inspection: 7.2   14 1 The Borrower shall keep and maintain in accordance with good business   practice and applicable Laws, all statutory books, books of accounts, bank   statements and other records of the Borrower relating to the Term Loan   availed under this Agreement. 7 2.14.2 The Borrower shall where applicable:   (i) permit InnoVen and its authorized representatives to carry out   technical, financial and legal inspections of its assets and projects and to   visit and examine any such assets including the assets comprising the   Collateral, and inspect records and documents relevant to the performance of   the Obligations of the Borrower under this Agreement and under the other Loan   Documents. Any such representative of InnoVen shall, with a prior written   notice of 7 (Seven) days, have free access at all reasonable times to the assets,   the place/s at which such assets are situated and shall receive full   co-operation and assistance from the Borrower and its employees;   (ii) Upon the occurrence of an Event of Default, permit any whole-time   officer of InnoVen or a qualified practicing auditor to examine the   Borrower’s books and records and shall provide all facilities to enable any   technically qualified Person engaged by InnoVen to report on the business and   operations of the Borrower at any time 7 2 14 3 Reasonable cost of inspection,   including costs incurred towards travel and all other expenses shall be borne   and payable by the Borrower to InnoVen. 7 2.15 Borrower shall execute any   further instruments and take further action as InnoVen may reasonably request   to perfect or continue InnoVen’s Lien in the Collateral, InnoVen’s   InnoVen BORROWER GUARANTOR 12


    




 










rights under   the Guarantee and the Deed of Pledge or to effect the transactions   contemplated under the Loan Documents 7 2 16 The Borrower shall permit   InnoVen to use the Borrower’s logo in InnoVen’s marketing material 7 3   Negative Covenants. The Borrower hereby covenants and agrees that until all   the Obligations of the Borrower under this Agreement and / or the other Loan   Documents are fully discharged and performed to the satisfaction of InnoVen,   the Borrower shall not, without the prior written approval of InnoVen: 7 3.1   Use the Term Loan for anything other than the Purpose stated in Schedule 1   Part 1. 7 3 2 Engage in or permit any of its subsidiaries to engage in   any business other than the businesses currently (as on the Effective Date)   engaged in by Borrower and such subsidiary, as applicable, or reasonably   related thereto, either alone or in partnership or joint venture with any   other Person, nor acquire any ownership interest in any other entity or   Person or enter into, any profit-sharing or royalty agreement or other   similar arrangement whereby the Borrower’s income or profits are. or might   be, shared with any other entity or Person, except any such profit-sharing or   royalty agreement in the ordinary course of business, or enter into any   management contract or similar arrangement whereby its business or operations   are managed by any other Person. However, InnoVen shall allow any   acquisition of any ownership interest in any other entity or Person within 10   Business Days of intimation and in no event later than at least 14 Business   Days prior to the anticipated date of such acquisition by the Borrower,   pursuant to this Clause 7 3.2. failing which the Borrower shall have the   discretion to prepay the entire outstanding Term Loan, without Prepayment   Fees, in accordance with this Agreement. 7 3 3 Contract, create, incur,   assume or suffer to exist any Indebtedness in any manner whatsoever except as   specifically permitted under this Agreement or as maybe specifically approved   in writing by InnoVen Provided however that in case InnoVen does not allow or   denies any forms of Indebtedness then the Borrower shall have the discretion   to prepay the entire outstanding Term Loan, with Prepayment Fees, in   accordance with this Agreement However, if the proposed Indebtedness is in   the form of issuance of any convertible debt which is junior to the debt   provided to the Borrower under this Agreement which InnoVen does not allow or   denies within a period of 7 Business days of receiving the relevant   intimation from the Borrower, then the Borrower shall have the discretion to   prepay the entire outstanding Term Loan, without Prepayment Fees, in   accordance with this Agreement. It is to be clarified that Borrower shall not   be required to obtain any approval of InnoVen in the event it seeks to   procure the Indebtedness upto the amount of INR 250.000 000 (Indian Rupees   Two Hundred and Fifty Million only) and if such Indebtedness is junior to the   Term Loan InnoVen BORROWER GUARANTOR 13


    




 










7 3 4 Pay any   commission to its promoters, directors, managers or other persons for   furnishing guarantees, counter guarantees or indemnities or for undertaking   any other liability in connection with any Indebtedness incurred by the   Borrower or in connection with any other obligation undertaken for or by the   Borrower 7.3.5 Undertake or permit any re-organization, re-capitalization,   liquidation, dissolution, merger, de-merger, consolidation, scheme or   arrangement or compromise with its creditors or shareholders or effect any   scheme of amalgamation or reconstruction. 7 3.6 Make any investments whether   by way of loans, or investments in share capital or otherwise, except   investments by way of loans or otherwise made in any Affiliate and joint   ventures of the Company, in any concern or provide any credit or give any   guarantee, indemnity or similar assurance or surety exceeding an amount of   INR 20,000,000 (Rupees Twenty Million only), except as specifically permitted   under this Agreement or as may be specifically approved by InnoVen in writing   which approval. 7.3 7 Reduce its capital or quasi equity (i.e. loans taken   from other group entities) 7 38 Except as specifically permitted under this   Agreement, create or permit to subsist any Encumbrance (save and except for   securing borrowings for working capital requirements in the ordinary course   of business, up to the limit as may be approved by InnoVen in writing) or any   type of preferential arrangement (including retention arrangements or escrow   arrangements having the effect of granting security), in any form whatsoever   on any of the Collateral or the Intellectual Property and the Intellectual   Property Rights of the Borrower or (whether voluntarily or involuntarily)   sell, transfer, grant lease or otherwise dispose of or deal with (or agree to   do any of the foregoing at any future time), all or any of the Collateral or   the Intellectual Property and the Intellectual Property Rights of the   Borrower 7 3 9 Enter into or renew any transaction or arrangement with any   Related Parties, unless entered into in ordinary course of business. 7 3 10   Change its financial year, accounting methods or policies or amend or modify   its Memorandum or Articles of association or such other similar   constitutional documents, if any. except pursuant to any requirement of law,   provided that InnoVen shall not withhold, deny or delay its consent   unreasonably. 7 311 Make any change to its board of directors unless such   change is in relation to the nomination of directors to its board by the   existing investors pursuant to their right to nominate directors under the   Articles of Association or the shareholders agreement(s) entered into by   and between the existing investors and the Borrower or is mandated by the   prevailing law, for which consent shall not be unreasonably withheld by   InnoVen Make any change of the Key Managerial Personnel, unless such change   has been approved by the board of directors of the Borrower InnoVen BORROWER   GUARANTOR 14


    




 










7 4 Financial   Covenants 7.4 1 From the month of September 2017 till Second Tranche   Maturity Date, the Borrower alongwith all the group entities shall ensure: 7   4.1.1 a minimum consolidated unencumbered cash balance of USD 20,000,000 (Twenty   Million Dollars Only) is maintained at the end of each month; If the   liquidity level mentioned in Clause 7.4.1.1 is breached for any month, the   Borrower shall ensure that the consolidated net cash outflow of the Group   during the next month shall be less than or equal to USD 2,500,000 (Two   Million and Five Hundred Thousand Dollars Only) per month until such month   end when the unencumbered cash balance is reinstated to USD 20,000,000   (Twenty Million Dollars Only) or more. It is clarified that the maintenance   of liquidity level in accordance with 7 4.1.1 shall be tested at the end of   every month 7.5 The Borrower acknowledges, agrees and confirms that: 7 5.1   If, at any time during the subsistence of this Agreement and till such time   the Obligations of the Borrower are completely discharged, InnoVen is of   the opinion that (i) the Collateral provided for the Term Loan has   become inadequate to cover the Term Loan then outstanding; and/or   (ii) the Guarantor is in a position that it would be unable to meet its   obligations under the Guarantee; and/or (ii) the Borrower / Target   Company is in a position that it would be unable to meet its obligations   under the Deed of Pledge, then, on InnoVen advising the Borrower to that   effect, the Borrower shall, provide and furnish to InnoVen, to the   satisfaction of InnoVen such additional security as may be acceptable to   InnoVen to cover such deficiency 7 5.2 In the event of any breach of any   representation, warranty, covenant or agreement made or given by the Borrower   under or pursuant to this Agreement or the other Loan Documents, the Borrower   shall indemnify and hold harmless InnoVen to the extent of any or all the   direct losses and or damages suffered or incurred by InnoVen resulting from   or consequent upon or relating to such breach of representation, warranty,   covenants or agreement. 8 REPRESENTATIONS AND WARRANTIES 8.1 The Borrower   makes the representations and warranties as set out in Schedule 2 hereunder   8.2 The Borrower hereby expressly represents and warrants that each of the   representations and warranties set out in Schedule 2 of this Agreement is   true and accurate as on date of this Agreement and shall continue to be true   and accurate as on the First Closing Date and the Second Closing Date, and   nothing contained in the said representations and warranties is / InnoVen   BORROWER GUARANTOR 15


    




 










will be   misleading or designed to create an inaccurate, incomplete or false picture   as on the Effective Date as well as the First Closing Date and the Second Closing   Date. 9 EVENTS OF DEFAULT 9 1 Any one of the following shall constitute an   event of default (an “Event of Default”) under this Agreement: 9 1 1 Default   in the payment of any monies in respect of the Term Loan on the Due Dates   (whether at stated maturity, by acceleration or otherwise) or in the   discharge of any of the Obligations of the Borrower and/or the Guarantor and   / or Target Company under this Agreement or obligations under the Loan   Documents and such Default has continued for five consecutive business days.   9 1 2 Breach of any material representation and / or warranty of the   Borrower. 9.1.3 Violation or breach of any covenant or default in the   performance of any covenant, condition or agreement on the part of the   Borrower under this Agreement or any other Loan Documents and such breach or   violation results in Material Adverse Change. 9.1 4 Any information or detail   provided by the Borrower in its credit application, in the documents and   other information furnished by or on behalf of the Borrower to InnoVen and/or   the Guarantor to InnoVen is or becomes untrue, incorrect or misleading, or a   material representation, warranty or statement made in or in connection with   this Agreement or any other Loan Documents by the Borrower or any other   Person, is untrue, incorrect or misleading in any respect 9.1.5 Any   impairment or depreciation in the value of the Collateral except in ordinary   course of business. 9 1.6 Any breach by the Borrower of its obligations with   respect to insurance coverage of the Collateral under this Agreement or the   other Loan Documents However, it is clarified that the breach of obligations   under other insurances maintained by the Borrower shall not be construed as   an Event of Default under this Section. 9 1 7 The Borrower and/or the Guarantor   and / or the Target Company has voluntarily or involuntarily become the   subject of proceedings under any bankruptcy or insolvency law, or is or will   be voluntarily or involuntarily dissolved, becomes bankrupt or insolvent or   if the Borrower and/or the Guarantor and / or Target Company has taken or   suffered any action for its reorganization, liquidation or dissolution or   insolvency or bankruptcy or if a receiver or liquidator has been appointed or   allowed to be appointed of all or any part of the assets of the Borrower   and/or Guarantor / Target Company or if an attachment or restraint has been   levied on the Borrower’s / Guarantor’s / Target Company’s assets, or the   Collateral (or any part thereof) or certificate proceedings have InnoVen   BORROWER GUARANTOR 16


    




 










been taken or   commenced for recovery of any dues from the Borrower and/or the Guarantor and   / Target Company or if one or more judgments or decrees have been rendered or   entered against the Borrower and/or the Guarantor and / or Target Company and   such judgments or decrees are not vacated, discharged or stayed for a period   of 90 (Ninety) days, and such judgments or decrees involve in the aggregate,   a liability which could have a Material Adverse Change 9 18 lf, in the opinion   of InnoVen, the Collateral is at risk or ceases to have effect or if any of   the Loan Documents furnished becomes illegal, invalid, unenforceable or   otherwise fails or ceases to be in effect or fails or ceases to provide the   benefit of the Lien, rights, powers, privileges or security interests   purported or sought to be created thereby or if any such Loan Documents is   assigned or otherwise transferred, amended or terminated, repudiated or   revoked without the approval of InnoVen. 9 1 9 Any Government takes or threatens   any action: (i) for the dissolution / liquidation / winding up of the   Borrower and/or the Guarantor and / or the Target Company, or any action   which deprives or threatens to deprive the Borrower and/or the Guarantor and   / or the Target Company: (a) from conducting any of its businesses or   carrying out its operations in the manner it is being conducted or carried   out. or (b) of the use of any of its assets or of the Collateral (or any   part thereof); (ii) to revoke or terminate or to refuse to provide or   renew any Consent or to impose onerous conditions in connection with any   Consent or (iii) regulating or imposing any limits on returns achievable   or prices charged by the Borrower and/or the Guarantor in connection with   their respective business; which, in each case, could have a Material Adverse   Change. 9 110 Any Change in Control (either directly or indirectly) of the   Borrower and/or the Guarantor / Target Company, without the prior written   approval of InnoVen which approval shall not be unreasonably withheld by   InnoVen 9 111 The performance of any of the obligations of the parties under   the Loan Documents becomes unlawful or illegal. 9 1.12 This Agreement and/or   any other Loan Document or any provisions thereof are required by any Law to   be amended, waived or repudiated which could have a material adverse effect   on the Obligations 9.1 13 Any obligation under this Agreement and/or any   other Loan Document is rendered invalid, void, illegal, unenforceable or is   repudiated by such Person (other than InnoVen) 9 1 14 An event of default   howsoever described occurs under any other agreement or document relating to   any Indebtedness of the Borrower and/or the Guarantor and / or any   subsidiaries of the Borrower or if any other lenders of the Borrower and/or   the Guarantor and /or any subsidiary of the Borrower including financial   institutions InnoVen BORROWER GUARANTOR 17


    




 










or banks with   whom the Borrower and/or the Guarantor has entered into agreements for   financial assistance have refused to disburse, extend, or have cancelled or   recalled its/their assistance or any part thereof It is hereby clarified that   this Clause 9 1 14 shall be applicable to the Target Company only when the   Borrower acquires 100% of the issued and paid up capital in the Target   Company 9 115 If the Borrower and/or the Guarantor / Target Company ceases or   threatens to cease to carry on any of their respective businesses or gives   notice of its intention to do so or if all or any part of the assets of the   Borrower and/or the Guarantor / Target Company required or essential for its   business or operations are damaged or destroyed, or if the Collateral (or any   part thereof) are damaged or destroyed, or there occurs any change from the   date of this Agreement in the general nature or scope of the business,   operations, management or ownership of the Borrower and/or the Guarantor /   Target Company or one or more events, conditions or circumstances (including   any change in Law), which could have a Material Adverse Change 9 116 The occurrence   of a Material Adverse Effect or the occurrence of one or more events,   conditions or circumstances (including any change in Law), which could result   in a Material Adverse Change 9 2 The Borrower shall promptly notify InnoVen   in writing upon becoming aware of any Event of Default and any event which   may constitute (or, with the giving of notice lapse of time, determination of   materiality or satisfaction of other conditions, would be likely to   constitute) an Event of Default and the steps, if any, being taken to remedy   it 10 INNOVEN’S RIGHTS AND REMEDIES 10.1 Upon occurrence of (a) an Event   of Default relating to payment of any monies in respect of the Term Loan or   Loan Documents, after giving 7 (Seven) business days prior notice (b) in   case of any other Event of Default, after giving 21 (Twenty one) days prior   notice (“Cure Period”) to the Borrower, and without prejudice to the rights   and remedies available to InnoVen under this Agreement or under Law or   equity, InnoVen shall at its option be entitled to take any or all of   the following actions: 10 1.1 terminate the Term Loan and declare all   Obligations under this Agreement and obligations under the Loan Documents   immediately due and payable (provided that if any of the Events of Default   under Section 9.1 6 occurs, then all Obligations under this Agreement   and obligations under the Loan Documents will become immediately due and   payable without any action by InnoVen); and/or 10 12 stop advancing money or   extending credit for Borrower’s benefit under this Agreement or any other   agreement between the Borrower and InnoVen, and terminate the right of the   Borrower to avail of or make drawals from the Term Loan; InnoVen BORROWER   GUARANTOR 18


    




 










10 13 declare   InnoVen’s Lien in the Collateral, in terms of this Agreement and / or the   other Loan Documents to be enforceable, and InnoVen or such other Person in   favor of whom such Lien in the Collateral or any part thereof is created   shall have, inter alia, the following rights (notwithstanding anything to the   contrary in this Agreement and/or the other Loan Documents) (i) to enter   upon and take possession of the assets comprised within the Collateral, and /   or (ii) to transfer the assets comprised in the Collateral, by way of   lease, leave and license, sale or otherwise and / or (iii) to reclaim,   recover, maintain, repair, store, prepare and I or advertise for sale and   sell the Collateral; and/or (iv) to invoke the guarantees provided   pursuant to the Guarantee; and/or (v) to invoke the Deed of Pledge; and/   or 10.1 4 settle or adjust disputes and claims directly with account debtors   for amounts due and if InnoVen considers advisable, notify any Person owing   money to the Borrower, of InnoVen’s security interest in such monies and   verify the amounts of such Receivables After the occurrence of an Event of   Default, any amounts received by Borrower shall be held in trust by Borrower   for InnoVen, and, if requested by InnoVen, Borrower shall immediately deliver   such receipts to InnoVen in the form received from the account debtor, with   proper endorsements for deposit; and/ or 10 15 demand and receive Borrower’s   books of accounts; and/ or 10 1 6 take any action permitted under the   Applicable Law that InnoVen may in its sole discretion deem appropriate;   and/or 10 17 take any and all actions to enforce / invoke the obligations of   the Guarantor under the respective Guarantee, in terms of this Agreement and   / or the other Loan Documents; and/or 10 1 8 take any and all actions to   enforce / invoke the obligations of the Borrower under the Deed of Pledge, in   terms of this Agreement and / or the other Loan Documents. 10.2 In addition   to the rights specified in Section 10 1 above, upon occurrence of any   Event of Default, InnoVen shall, where applicable, have a right to   review the management set up or organization of the Borrower, and if deemed   necessary by InnoVen, require the Borrower to restructure such set up or   organization to the satisfaction of InnoVen. The Borrower hereby agrees to   comply with all such requirements and directions of InnoVen 10 3   Notwithstanding any termination pursuant to the aforesaid provisions or for   any other reason, all the provisions of this Agreement pertaining to the   benefit or protection of InnoVen and its interests shall continue to be in   full force and effect as specifically provided in this Agreement. 10.4 All   Expenses incurred by InnoVen including in connection with,   (i) preservation or enforcement of the Collateral (whether then or   thereafter existing); (ii) collection of amounts due under this InnoVen   BORROWER GUARANTOR 19


    




 










Agreement and   the other Loan Documents, shall be borne by the Borrower; and (iii) any   investigation or enquiry carried out by InnoVen in accordance with this   Agreement. 10.5 Power of Attorney. Borrower hereby irrevocably appoints   InnoVen as its lawful attorney-in-fact, exercisable upon the occurrence and   during the continuance of an Event of Default, to: (a) endorse   Borrower’s name on any cheque or other forms of payment or security;   (b) sign Borrower’s name on any invoice or bill of lading for any   account or drafts against account debtors; (c) settle and adjust   disputes and claims about the Receivables directly with account debtors, for   amounts and on terms InnoVen determines reasonable; (d) make, settle,   and adjust all claims under Borrower’s insurance policies: (e) pay,   contest or settle any Lien, or Encumbrance, in or to the Collateral, or any   judgment based thereon, or otherwise take any action to terminate or   discharge the same; and (f) transfer the Collateral into the name of   InnoVen or a third party as permitted under Law, Borrower hereby appoints   InnoVen as its lawful attorney-in-fact to sign Borrower’s name on any   documents necessary to perfect or continue the perfection of any security   interest regardless of whether an Event of Default has occurred until all   Obligations have been satisfied in full. InnoVen’s foregoing appointment as   Borrower’s attorney-in-fact, and all of InnoVen’s rights and powers, coupled   with an interest, are irrevocable until and upto all Obligations under this   Agreement and obligations under the Loan Documents have been fully repaid and   performed 10 6 So long as InnoVen complies with reasonable and standard   practices regarding the safekeeping of the Collateral in the possession or   under the control of InnoVen, InnoVen shall not be liable or responsible   for: (a) the safekeeping of the Collateral, (b) any loss or damage   to the Collateral; (c) any diminution in the value of the Collateral; or   (d) any act or default of any carrier. warehouseman, bailee, or other   Person Borrower shall bear all risk of loss, damage or destruction of the   Collateral. 11 AMENDMENTS AND WAIVERS Any provision of this Agreement may be   amended or waived if, and only if such amendment or waiver is in writing and   duly signed by both Parties. No waiver by InnoVen of any term or condition of   this Agreement, in any one or more instances, shall be deemed to be or   construed as a waiver of the same or any other term or condition of this   Agreement on any future occasion. No delay in exercising or omitting to   exercise any right, power or remedy accruing to InnoVen upon any default or   otherwise under this Agreement and / or the other Loan Documents shall impair   any such right, power or remedy or shall be construed to be a waiver thereof   or any acquiescence in such default, nor shall the action or inaction of   InnoVen in respect of any default or any acquiescence by it in any default,   affect or impair any right, power or remedy of InnoVen in respect of any   other default. All remedies, either under this Agreement or by Law or   otherwise afforded, will be cumulative and not alternative. 12   INDEMNIFICATION InnoVen BORROWER GUARANTOR 20


    




 










Borrower hereby   expressly agrees to indemnify, defend and hold InnoVen and its directors,   officers, employees, agents, attorneys or any other Person affiliated with or   representing InnoVen harmless against (i) all obligations, demands,   claims, and liabilities (collectively “Claims”) asserted by any other party   in connection with the transactions contemplated by the Loan Documents; and   (ii) all direct losses or Expenses incurred, or paid by InnoVen from,   following, or arising from transactions between InnoVen and the Borrower   (including attorney’s fees and expenses), except for Claims and / or losses   directly caused by InnoVen’s gross negligence or willful misconduct. The   Borrower shall have the right to defend, any legal proceedings initiated by a   third party in connection with such Claims, provided that if InnoVen also   wants to defend the Claim, then the Borrower and InnoVen shall jointly defend   such Claim 13 MISCELLANEOUS 13 1 Notices. Unless otherwise provided herein,   all notices or other communications to be given shall be made in writing and   by letter or facsimile transmission (save as otherwise stated) and shall be   deemed to be duly given or made, in the case of personal delivery, when   delivered; in the case of facsimile transmission, provided that the sender   has received a receipt indicating proper transmission, when dispatched, or,   in the case of a letter, 3 (Three) Business Days after being deposited in the   post (by registered post, with acknowledgment due), postage prepaid, to such   party at its address or facsimile number specified herein or at such other   address or facsimile number as such party may hereafter specify for such   purposes to the other by notice in writing. The addresses referred to above   are: (i) In the case of a notice to InnoVen: INNOVEN CAPITAL INDIA PRIVATE   LIMITED 12th Floor, Express Towers, Nariman Point, Mumbai 400021 Telephone:   +91 22 6744 6516/ +91 22 6744 6512 Facsimile: +91 22 6744 6565 Marked to the   attention of: Ms. Suhani Chhaparwal (ii) In the case of a notice to the   Borrower: At the address specified under Schedule 1 Part 1 hereunder 13   1 1 A notice or other communication received on a day other than a Business   Day, or after business hours in the place of receipt, shall be deemed to be   given on the next following Business Day in such place 13 1.2 The address or   facsimile numbers for serving notices can be changed by any Party by properly   serving notices on the other Parties informing them of the changes of   address. InnoVen BORROWER GUARANTOR 21


    




 










13 13 In the   event that a Party refuses delivery or acceptance of a notice, request or   other communication, under this Agreement, it shall be deemed that the notice   was given upon proof of the refused delivery, provided the same was sent in   the manner specified in this Agreement 13 14 The Borrower acknowledges and   confirms that notice, if any, provided by InnoVen as specified herein above   or in any other manner whatsoever, of any changes in interest rate(s),   charges, costs etc, or any notice from InnoVen for payment of amounts at such   changed rate(s), shall be treated by the Borrower as sufficient and   reasonable notice to the Borrower and InnoVen is not bound to issue any   further notice of such changes to the Borrower 13.2 Confidentiality. InnoVen   shall exercise care while handling any information which has been expressly   indicated by the Borrower to be confidential information However, the   Borrower acknowledges and accepts that InnoVen shall be entitled to disclose   such information (i) to InnoVen’s subsidiaries or Affiliates on a need   to know basis, (ii) to prospective transferees or purchasers of any   interest in the Term Loan, and (iii) as required by Law or any   Government order or direction including disclosure as maybe necessary to   perform or fulfill any requirement specified by the RBI, (iv) as deemed   appropriate by InnoVen, in its sole discretion, while exercising its remedies   under this Agreement or the other Loan Documents or while protecting its   interests under the Loan Documents It is hereby clarified that confidential   information shall not include information: (i) that is in the public   domain; (ii) that was previously known to InnoVen; (iii) that was   disclosed to InnoVen by a third party without any obligations of   confidentiality; and (iv) information disclosed to InnoVen without   confidential or proprietary restriction 13.2.1 Notwithstanding anything   contained in Section 13.2 above, in the Event of Default in payment of   any Obligation of the Borrower under this Agreement, InnoVen shall have   an unqualified right to disclose or publish the details of the default and   the name of the Borrower and of its directors as defaulters in such manner   and through medium as InnoVen / RBI / CIBIL and/or any other credit sharing   agency authorized in this behalf by the RBI 13.2 2 The Borrower hereby agrees   and gives consent for the disclosure by the lender / RBI / CIBIL and/or any   other credit sharing agency authorized in this behalf by the RBI, of all   information and data relating to the Borrower or to the Facility or defaults,   if any, as InnoVen may deem to be appropriate or necessary to CIBIL, or any   institution or any other agencies authorized in this behalf by the RBI. 13   2.3 The Borrower hereby further agrees that: (i) CIBIL, or any institution or   any other agency so authorized by the RBI may use, process the said   information and data disclosed by InnoVen; and InnoVen BORROWER GUARANTOR 22


    




 










(ii) CIBIL,   or any institution or any other agency may furnish on consideration, the   processed information and data or products thereof prepared by them to banks,   financial institutions and other credit grantors as may be specified by the   RBI and/or in this behalf 13.2.4 Nothing contained herein shall effect the   confidentiality obligations of InnoVen as provided for under this   Section 13.2. 13 3 Governing Law This Agreement and the other Loan   Documents shall be governed by and construed in accordance with the Laws of   India 13.4 Dispute Resolution. This Agreement and its performance shall be   governed by and construed in all respects in accordance with the laws of the   Republic of India Any dispute relating to the Term Loan hereunder, or in   respect of any rights, liabilities and obligations arising out of this   Agreement shall be resolved by arbitration by a sole arbitrator appointed by   both Parties. If the Parties are unable to decide on a sole arbitrator, then   each of the parties shall appoint one arbitrator, and the two appointed   arbitrators shall, in conjunction, appoint a third arbitrator, who shall   preside over the arbitration The arbitration proceedings shall be carried out   in accordance with the provisions laid down under the rules of the   (Indian) Arbitration and Conciliation Act, 1996 and follow the procedure laid   down under the rules enacted thereunder, and the place of arbitration   shall be Mumbai. India The arbitration proceedings shall be conducted in the   English language. The Parties shall equally share the costs of the   arbitrator’s fees, but shall bear the costs of their own legal counsel   engaged for the purposes of the arbitration. The Parties agree that the   arbitrators appointed pursuant to this Section 14.4 shall have the right   to apportion cost. 13.5 Survival All covenants, representations, warranties   of the Borrower under this Agreement shall continue in full force and effect   until all Obligations under this Agreement and obligations under the Loan   Documents have been satisfied. The indemnification obligations of the   Borrower shall also survive termination of this Agreement and shall be deemed   to be continuing and in full force and effect, subject to applicable Law   Further, all Sections of this Agreement, which are expressly stated as   surviving termination of this Agreement, shall survive the termination of   this Agreement. 13.6 Time is of Essence. Time is of the essence for the   performance of all Obligations in this Agreement and the other Loan   Documents. 13.7 Severability. Any provision in this Agreement, which is or   may become prohibited or unenforceable in any jurisdiction, shall, as to such   jurisdiction, be ineffective to the extent of such prohibition or   unenforceability without invalidating the remaining provisions of this   Agreement or affecting the validity or enforceability of such provision in   the same or any other jurisdiction Without prejudice to the foregoing, the   Parties will immediately negotiate in good faith to replace such provision   with a proviso, which is not prohibited or unenforceable and has, as far as   possible, the same commercial effect as that which it replaces InnoVen   BORROWER GUARANTOR 23


    




 










13 8   Counterparts. This Agreement may be signed in counterparts as necessary, each   of which shall be deemed to be an original, and all of which together shall   constitute one and the same instrument 13.9 Attorney’s Fees. Costs and   Expenses. In any action or proceeding between the Borrower and InnoVen arising   out of or relating to the Loan Documents., the prevailing Party shall be   entitled to recover its attorney’s fees and other costs and expenses   incurred, in addition to any other relief to which it may be entitled 13 10   Assignability. 13 10 1 The Borrower shall not assign or transfer all or any   of its rights, benefits or obligations under this Agreement and the other   Loan Documents without prior written approval of InnoVen. InnoVen may.   however, at any time, assign or transfer all or any of its rights, benefits   and obligations under this Agreement and the other Loan Documents.   Notwithstanding any such assignment or transfer by InnoVen, the Borrower   shall, unless otherwise notified by InnoVen. continue to make all payments   under this Agreement and the other Loan Documents to InnoVen. 13 10 2 Without   prejudice to the aforesaid provision, InnoVen may (at its sole   discretion), without notice to the Borrower, share the credit risk of the   whole or a part of the Term Loan with any other bank or financial institution   by way of participation. Notwithstanding such participation, all rights,   title, interests, special status and other benefits and privileges enjoyed or   conferred upon or held by InnoVen under this Agreement and the other Loan   Documents shall remain valid, effective and enforceable by InnoVen on the   same terms and conditions and the Borrower shall continue to discharge in   full all its obligations in favor of InnoVen. The Borrower shall not have and   shall not claim any privity of contract with such participating bank or   financial institution on account of any reason whatsoever 13.10 3 Any   assignment by InnoVen in accordance with Sections 13.10 1 and 14 102 shall be   subject to the following: (i) In case of prepayment, the restrictions   specified in Section 9 of Schedule 1 Part 1 hereunder shall not   apply and the Borrower shall not be liable to pay any Prepayment Fees; and   (ii) InnoVen shall not be entitled to assign the Loan Documents including   specifically its rights, benefits and obligations thereunder to a Competitor   13.11 Term. This Agreement shall become effective from the date of its   execution and shall be in full force and effect till all the Obligations of   the Borrower under this Agreement and the Loan Documents are fully paid off   and discharged to the satisfaction of InnoVen 13.12 Entire Agreement. This   Agreement and all exhibits, gnnexure(s) and schedules hereto embody the   complete agreement and understanding among the Parties with respect to the   matters InnoVen BORROWER GUARANTOR 24


    




 










covered therein   and supersede and preempt any prior understandings, agreements or   representation by or among the Parties, written or oral, which may have   related to such matters. [Signature page follows] InnoVen BORROWER   GUARANTOR 25


    




 










IN WITNESS   WHEREOF, each of the aforenamed Parties has signed and executed this   Agreement, and all the original copies hereto, on the date first above   written. FOR INNOVEN NAME: DESIGNATION : PLACE I DATE: BORROWER NAME:   ALOKVA1SH DESIGNATION: CFO PLACE :GURGAON DATE: GUARANTOR NAME: ALOKVAISH   DESIGNATION: CFO PLACE : GURGAON DATE: InnoVen BORROWER GUARANTOR 26


    




 










APPENDIX 1   DEFINITIONS AND CONSTRUCTION 1.1 Definitions: In this Agreement, the   following terms when capitalized shall have the meaning set out as follows:   1.1.1 “Accounts Date” means March 31, 2017 1 1.2 “Agreement” or “Term   Loan Agreement” means this Agreement entered hereto and as amended from time   to time and shall include all the Schedules, Annexures and Exhibits to this Agreement   113 “Affiliate” of any Person is a Person that owns or Controls directly or   indirectly the Person, any Person that Controls or is Controlled by or is   under the common Control with the Person, and each of that Person’s senior   officers who report to the board of directors, directors, partners and, for   any Person that is a limited liability company, that Person’s managers and   members. 114 Big Four Auditors” shall mean Pricewaterhouse Coopers, Deloitte   Haskins & Sells, Ernst & Young and KPMG and their respective   Indian affiliates 1 1 5 “Borrower” is as defined under Schedule 1 Part 1   to this Agreement. 1 1 6 “Business Day” means any day on which Banks are open   for business in Mumbai, India, not being a Saturday, or a Sunday, or a public   holiday 1 1.7 “Change in Control” shall be deemed to have occurred if any   third party acquires Control over the Borrower 118 “CIBIL” means Credit   Information Bureau (India) Limited. 119 “Collateral” is any and all   properties, rights and assets of Borrower described under Section 10 of   Schedule 1 Part 1. 11.10 “Competitor” shall mean any Person (“Subject   Person”) engaged in the business of travel, holiday and hotel bookings or any   other similar activity and shall include any Person who Controls the Subject   Person or is Controlled by the Subject Person 1.1.11 “Confirmation   Certificate” shall mean the certificate issued by the Borrower to InnoVen, in   accordance with Section 2 hereunder 1 1 12 “Consent” means any permit,   permission, license, approval, authorization, consent, clearance, waiver no   objection certificate or other authorization of whatever nature InnoVen   BORROWER GUARANTOR 27


    




 










and by whatever   name called which is required to be granted by the Government, the RBI, or   any other authority or under any applicable Law 1 1 13 “Control” (including,   with its correlative meanings, the terms “is controlled by” or “under common   control with”), as used with respect to any Person, means (i) in the   case of corporate entities, direct or indirect ownership of more than 50%   (fifty percent) of the stock or voting shares, and (ii) in the case of   other entities, direct or indirect ownership of more than 50% (fifty percent)   of the equity interest, and/or shall include (Hi) the power to direct the   management and policies of a Person, whether by way of contract or otherwise.   1.1.14 “Cure Period” shall have the meaning ascribed to it under   Section 10 1 of this Agreement 1 1.15 ‘Deed of Hypothecation” means the   hypothecation agreement dated September 12, 2017, entered into between   the Borrower and InnoVen for hypothecation of Hypothecated Goods by the   Borrower in favour of InnoVen, pursuant to this Agreement 1116 “Deed of   Pledge” means the pledge agreement dated September 12, 2017 entered into   between the Borrower and InnoVen whereby the Borrower has pledged all the   shares held by it in the Target Company in favour of InnoVen to secure its   Obligations under this Agreement and the other Loan Documents. 1.1.17   “Default Rate” means an additional monthly interest of 1% (One percent)   compounded on an annual basis on all unpaid amounts, calculated from the Due   Date up to the date of payment of all amounts due under the Sanction Letter   and this Agreement 1.118 “Disclosure Schedule” means the disclosure schedule   containing exceptions to the representations and warranties of the Borrower   set out in Schedule 2 hereto and annexed hereto as Schedule 3. 1 1 19 “Drawal   Request” means the request made by the Borrower to InnoVen, in accordance   with Section 2 of this Agreement 1.1.20 “Due Date” means the   date(s) on which any amounts in respect of the Term Loan including   principal, interest or other monies, fall due in terms of this Agreement and   / or the other Loan Documents 1 1.21 “Encumbrance” shall mean any Lien,   equitable interest, assignment by way of security, conditional sales   contract, hypothecation, right of other Persons, claim. encumbrance, title   defect, title retention agreement, voting trust agreement, interest, option,   commitment, restriction or limitation of any nature whatsoever, including   restriction on use, voting rights, transfer, receipt of income or exercise of   any other InnoVen BORROWER GUARANTOR 28


    




 










attribute of   ownership, right of set-off, any arrangement (for the purpose of, or which   has the effect of, granting security), or any other security interest of any   kind whatsoever, or any agreement, whether conditional or otherwise, to   create any of the same. 1.1.22 “Event of Default” means any of the Events of   Default specified in Section 9 of this Agreement. 1 1 23 “Expenses”   shall include all reasonable audit fees and expenses, costs and expenses   (including attorney’s fees and expenses) for preparing, negotiating,   administering, defending and enforcing the Loan Documents (including, without   limitation, those incurred in connection with appeals or insolvency /   bankruptcy proceedings or in connection with any actions taken by InnoVen   upon occurrence of an Event of Default) or otherwise incurred with respect to   the Borrower and / or the Term Loan 1.1 24 “First Closing Date” shall, unless   otherwise agreed to by InnoVen in writing, mean the date on which the   Conditions Precedent for drawal of First Tranche under Section 12 of   Schedule 1 Part 1 hereunder, are fulfilled by the Borrower to the   satisfaction of InnoVen 1 1 25 “First Tranche” shall have the meaning   ascribed to it in Section 3(A)(i) of Schedule 1 Part 1 herein   1 1 26 “Government” means the President of India, the Government of India,   the Governor and the Government of any State of India, any Ministry or Department   of the same and any authority exercising powers conferred by Law. 1 1.27   “Group” includes the Guarantor, Borrower, and their subsidiaries and any   other entity under common control of the Guarantor or Borrower, from time to   time. 1 1.28 “Guarantee” means the guarantee agreement dated   September 12, 2017 entered into between the Guarantor, the Borrower and   InnoVen whereby the Guarantor guarantees to fulfill all the Obligations of   the Borrower, in the event, the Borrower fails to fulfill the Obligations,   and is entered into pursuant to this Agreement and the other Loan Documents.   1 1.29 “Guarantor” means Yatra Online, Inc. a company incorporated under   the laws of Cayman Island and having its registered office at c/o Maples   Corporate Services Ltd., PO Box 309, Ugland House, Grand Cayman, KYI-1104   Cayman Islands 1 1 30 “Hypothecated Goods” shall have the meaning ascribed to   such term in the Deed of Hypothecation. 1 1 31 “Indebtedness” means any   indebtedness whatsoever of the Borrower at any time for or in respect of   monies borrowed contracted to be borrowed or raised (whether.or not InnoVen   BORROWER GUARANTOR 29


    




 










for cash   consideration) or financial liabilities contracted by whatever means   (including, without limitation, liabilities under guarantees, indemnities   (provided to trade vendors and customers in the ordinary course of business),   acceptance, credits, deposits, hire-purchase and leasing in the ordinary   course of business, obligations evidenced by debentures, bonds or similar instruments).   1.1.32 “Intellectual Property” includes ideas, concepts, creations,   discoveries, inventions, improvements, know how, trade or business secrets;   trademarks, service marks, designs, domain names, utility models, tools,   devices, models, methods, procedures, processes, systems, principles,   synthesis protocol algorithms, works of authorship, flowcharts, drawings,   books, papers, models, sketches, formulas, teaching techniques, proprietary   techniques, research projects, and other confidential and proprietary   information, databases, data, documents, instruction manuals, records,   memoranda, notes, user guides; in either printed or machine-readable form,   whether or not copyrightable or patentable or protectable under any other   intellectual property law, or any written or verbal instructions or comments   1.1 33 ‘Intellectual Property Rights’ include (i) all rights, title, and   interest under any statute or under common law including patent rights;   copyrights including moral rights; and any similar rights in respect of   Intellectual Property, anywhere in the world, whether negotiable or not;   (ii) any licenses, permissions and grants in connection therewith;   (iii) applications for any of the foregoing and the right to apply for   them in any part of the world; (iv) right to obtain and hold appropriate   registrations in Intellectual Property anywhere in the world and.   (v) all extensions and renewals thereof (vi) causes of action in   the past, present or future, related thereto including the rights to damages and   profits, due or accrued, arising out of past, present or future infringements   or violations thereof and the right to sue for and recover the same. 1 1 34   “Interest” shall mean the interest payable by the Borrower on the Term Loan   at the rate and in accordance with the specific conditions set forth in   Schedule 1 Part 1 hereunder 1.1.35 “Key Managerial Personnel” shall mean   Dhruv Shringi,and Mr. Alok Vaish 1 1 36 “Law” includes all applicable   statutes, enactments, acts of legislature or parliament, laws, ordinances, rules,   bye-laws, regulations, notifications, guidelines, policies, directions,   directives and orders of any Government, Governmental authority, statutory   authority, tribunal, board, court or recognized stock exchange 1 1 37 “Last   Date of Drawal” shall have the meaning ascribed to it in Section 2.1.2   of the Agreement 1 1 38 “Lien” is a lien, mortgage, deed of trust, charge,   pledge, security interest or other Encumbrance InnoVen BORROWER GUARANTOR 30


    




 










1.1.39 “Loan   Documents” include this Agreement credit application, Guarantee. Deed of   Hypothecation, Deed of Pledge, and all other agreements, instruments,   undertakings, indentures, deeds, writings and other documents (whether   financing, security or otherwise, including without limitation any documents   creating a Lien in favor of InnoVen) executed or entered into, or to be   executed or entered into, by the Borrower or as the case may be. any other   Person, in relation, or pertaining, to the transactions contemplated by, or   under this Agreement and/or the other Loan Documents, and each such Loan   Document as amended from time to time. 1 1.40 “Material Adverse Change” means   (i) a material impairment, in the opinion of InnoVen, in the perfection   of InnoVen’s Lien in the Collateral or in the value of such Collateral   (ii) a material adverse change, in the opinion of InnoVen, in the   business. operations or condition (financial or otherwise) of the Group;   (iii) a material impairment of the prospect of repayment of any portion   of the Obligations in the opinion of InnoVen. 1.1.41 “Maturity   Date’(1) shall mean the earliest of (i) the maturity dates for the   First Tranche or the Second Tranche specified under Schedule 1 Part 1   hereunder or (ii) the occurrence of an Event of Default 1.1 42 “Obligations”   are Borrower’s obligation to pay when due any debts, principal, interest,   Expenses and other amounts Borrower owes InnoVen now or later, whether under   this Agreement, the Loan Documents, including without limitation, , if any,   and including interest accruing after insolvency proceedings begin and debts,   liabilities, or obligations of Borrower assigned to InnoVen, and the   performance of Borrower’s duties under the Loan Documents 1 1 43 “Permitted   Lien” shall mean a Lien to any person other than InnoVen, expressly agreed to   by InnoVen in writing pnor to the creation of such Lien, including any other   lien that has been approved by InnoVen, which shall include but not be   limited to: (a) Liens existing on the Effective Date and disclosed to InnoVen   in writing; (b) Liens for taxes, fees, assessments or other government   charges or levies, either not delinquent or being contested in good faith and   for which Borrower maintains adequate reserves on its books of accounts; 1 1   44 “Person” includes an individual, statutory corporation, company, body   corporate, partnership, joint venture, association of persons, hindu   undivided family (HUF), societies (including co-operative societies), trust,   unincorporated organization, government (central, state or otherwise),   sovereign state or any agency, department, authority or political subdivision   thereof, international organization, agency or authority (in each case,   whether or not having separate, legal personality) and shall include their   respective successors and assigns and in case of an individual shall InnoVen   BORROWER GUARANTOR 31


    




 










include his   legal representatives, administrators, executors and heirs and in case of a   trust shall include the trustee or the trustees for the time being. 1.1 45   “Promoter” shall refer to any individual/entity named as the promoter in the   annual return of the Borrower or who exercises Control over the affairs of   the company either directly or indirectly. 1.1.46 Purpose” means the   purpose(s) for which the Term Loan has been granted to the Borrower by   InnoVen and which is more particularly specified in Schedule 1 Part 1   hereof 1-1.47 RBI” means Reserve Bank of India. 1.1.48 “Receivables” shall   include, without limitations, all accounts receivables and other sums owing   to the Borrower. 1.1 49 “Related Party(ies)” shall mean any of the following:   a any director, shareholder of the Borrower holding more than 5% (Five   percent) of the fully paid up share capital of the Borrower and their   respective Relative(s) (as the term “Relative” is defined under the   Companies Act, 2013); and/or b any Affiliate and any associated enterprise   (as defined under Section 92A of the Income Tax Act, 1961) of any of the   foregoing including the Borrower 1.1.50 “Rupees” or “Rs.” or   (H)INR(n) means Indian rupees, the lawful currency of India for the time   being 1.1.51 “Sanction Letter(1) means the letter dated August 28,   2017 signed by the Parties specifying the terms on which the Term Loan is   granted to the Borrower. 1.1 52 “Second Closing Date” shall, unless otherwise   agreed to by InnoVen in writing, mean the date on which the Conditions   Precedent for drawal of Second Tranche under Section 13 of Schedule 1   Part 1 hereunder, are fulfilled by the Borrower to the satisfaction of   InnoVen. 1.1.53 “Second Tranche” shall have the meaning ascribed to it in   Section 3(A)(ii) of Schedule 1 Part 1 herein. 1.1 54 “Target   Company” means Air Travel Bureau Limited 1.1.55 “Taxes” means all present and   future income and other taxes, levies, rates, imposts, duties deductions,   charges and withholdings whatsoever imposed by any Government or authority   having power to tax and all penalties, fines, surcharges, InnoVen BORROWER   GUARANTOR 32


    




 










interest or   other payments on or in respect thereof and “Tax” and “Taxation” shall be   construed accordingly. 1 1.56 “Term Loan” means the loan made by InnoVen   pursuant to Section 2.1 of this Agreement in accordance with the   specific terms and conditions set forth under Schedule 1 Part 1 of this   Agreement. 1 1 57 “Term Loan Amount” means the amount of Term Loan as   specified under Schedule 1 Part 1 hereunder and extended by InnoVen to   the Borrower under this Agreement and shall as the context may permit or   require, mean any or each of such Term Loan or so much thereof as may be   outstanding from time to time. 1 2 Construction: In this Agreement, unless   the contrary intention appears, 12 1 A reference to: 1 2 11 “agreement /   document I undertaking / deed / instrument I indenture / writing” includes   all amendments made thereto from time to time as also all schedules,   annexures and appendices thereto; an “amendment” includes a supplement,   modification, novation, replacement or re-enactment and “amended” is to be   construed accordingly; 12 12 “assets” includes all properties whatsoever both   present and future, (whether tangible, intangible or otherwise), investments,   including actual bank balances and deferred revenues, rights, benefits,   interests and title of every description; 12 13 “authorization” includes an   authorization, consent, clearance, approval permission, resolution, license,   exemption, filing and registration; 1 2 1.4 “repayment” includes repaid,   repayable, repay; 12 15 “Schedules” includes all Schedules to this Agreement;   12 16 a Sub-clause, Section or a Schedule of this Agreement shall denote   a reference to such Sub-clause, Section or Schedule as specified, of   this Agreement; 12 17 the singular includes the plural (and vice versa) 12 18   a gender shall include references to the female, male and neuter genders 12 2   The index to and the headings in this Agreement are inserted for convenience   of reference only, and are to be ignored in construing and interpreting this   Agreement. InnoVen BORROWER GUARANTOR 33


    




 










1 2.3 Reference   to the words “include” or “including” shall be construed without limitation.   The interpretation of general words shall not be restricted by words   indicating a particular class or particular examples. 12 4 All approvals,   permissions, consents or acceptance etc required from InnoVen for any matter   under this Agreement shall require the prior and written approval,   permission, consent or acceptance of InnoVen, unless otherwise specified. 1 2   5 The words ‘hereof, ‘herein’, and ‘hereto’ and words of similar import when   used with reference to a specific Section or Sub-clause in, or Schedule   to, this Agreement shall refer to such Section or Sub-clause in., or   Schedule to this Agreement, and when used otherwise than in connection with   specific Sections, Sub-clauses or Schedules, shall refer to this Agreement as   a whole. 1 2.6 A reference to a “month” is a reference to a period starting   on one day in a calendar month, and ending on the date immediately before the   numerically corresponding day in the next calendar month, except that if   there is no numerically corresponding day in the month in which that period   ends, that period shall end on the last day in that calendar month 1 2 7 The   word “drawals”, “draw” and “drawn” shall include disbursements / drawings   from time to time under the relevant Term Loan and/or issuance of bank   guarantees and / or letters of credit and / or co-acceptance / acceptance of   bills by InnoVen 1 2.8 With respect to capitalized terms (i) all   capitalized terms used but not specifically defined herein shall have the   respective meanings ascribed to them under the relevant Schedule(s);   (ii) all capitalized terms used but not specifically defined in a   Schedule shall have the respective meanings ascribed to them in the main body   of this Agreement or in the other relevant Schedule(s) 12 9 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   reducing the period to the preceding Business Day if the last day of the   period is not a Business Day; 1.2 10 Whenever any payment to be made or   action to be taken under this Agreement is required to be made or taken on a   day (“Scheduled Day”) other than a Business Day, such payment shall be made   or action taken on the Business Day immediately preceding such Scheduled Day   InnoVen BORROWER GUARANTOR 34


    




 










SCHEDULE 1   PART1 SPECIFIC DETAILS OF BORROWER AND TERM LOAN 1 DATE OF EXECUTION OF THIS   AGREEMENT (“Effective Date”) The Twelfth Day of September, Two Thousand and   Seventeen 2 DETAILS OF THE BORROWER Yatra Online Private Limited, a company   within the meaning of the Companies Act, 1956 and having its registered   office at B2, 202, 2nd Floor, Marathon Innova, Marathon Nextgen Complex, Off.   Ganpatrao Kadam Marg. Lower Parel (W), Mumbai Maharashtra 400013 The   expression “Borrower” shall, unless it be repugnant to the subject or context   thereof, include its successors and permitted assigns 3 AMOUNT OF THE TERM   LOAN The aggregate amount of the Term Loan shall be INR 495,000,000 (Rupees   Four Hundred and Ninety Five Million Only) to be made available by InnoVen to   the Borrower in 2 (Two) Tranches in the following manner (i) INR   320,000,000 (Rupees Three Hundred and Twenty Million Only) (“First Tranche”)   and (ii) INR 175,000.000 (Rupees One Hundred and Seventy Five Million   Only) (“Second Tranche”), respectively subject to the Borrower complying with   the provisions of this Agreement and the other Loan Documents 4 MATURITY DATE   AND LAST DATE OF DRAWAL Unless otherwise agreed to by InnoVen in writing, the   right to make the drawal from the Term Loan for the First Tranche and the   Second Tranche shall cease on September 15, 2017 (“Last Date of Drawal”)   Unless otherwise agreed to by InnoVen in writing, the maturity date of the   First Tranche of the Term Loan shall be the earlier of   (i) January 01, 2020, or (ii) occurrence of an Event of   Default (“First Tranche Maturity Date”). Unless otherwise agreed to by   InnoVen in writing, the maturity date of the Second Tranche of the Term Loan   shall be the earlier of (i) August 01, 2019 or (ii) occurrence   of an Event of Default (“Second Tranche Maturity Date”). 5 PURPOSE OF THE   TERM LOAN The Term Loan shall only be used for general corporate purposes. 6   BORROWER’S CONTACT DETAILS FOR NOTICES BORROWER: InnoVen BORROWER GUARANTOR   35


    




 










Yatra Online   Private Limited, Address: 1101-03, Tower B, 11th Floor, Unitech Cyber Park,   Sector-39, Gurgaon-122001 Attention: Mr Alok Vaish Telephone No : +91 124   3395575 Fax No +91 124 3395500 E-mail ID: alok.vaish@yatra.com 7 RATE OF   INTEREST The Borrower shall pay to InnoVen interest on the principal amount   of the Term Loan outstanding from time to time on the 1st (first) day of each   calendar month. The outstanding Term Loan shall accrue interest on a monthly   basis from the date of the disbursement of the relevant Tranche, as the case   may be, at a fixed rate of 14 75% (Fourteen and seventy five percent) per   annum (the “Interest”). 8 REPAYMENT Subject to Repayment Moratorium, the   Borrower shall be obligated to repay the amounts under the Term Loan payable   monthly till the applicable Maturity Date Provided further that on each of   the Due Dates, the Borrower shall, without any notice or demand from InnoVen.   repay / pay such amounts of the Term Loan which are due, together with all   interest, costs, charges, expenses and other monies payable in respect of the   Term Loan which is due and payable on such Due Date. The Borrower shall be   provided a moratorium on the repayment of the principal amount ending on   (i) November 30, 2017 for the First Tranche; and   (ii) September 30, 2017 for the Second Tranche (“Repayment   Moratorium”) It is clarified that the moratorium provided above is only with   respect to repayment of the principal amount of the Term Loan and the   Borrower shall be liable to pay the Interest to InnoVen during the respective   repayment moratorium periods Provided further that the Borrower will have the   option to prepay the outstanding amount after July 31, 2018 for the   First Tranche and the Second Tranche giving InnoVen at least 15 (Fifteen)   Business Days’ prior written notice Such prepayment shall attract prepayment   fees of 1 5% (One Point Five percent) (“Prepayment Fees’) of the outstanding   principal amount Any such notice of prepayment, once given, shall be   irrevocable, and the Borrower shall be bound to make the prepayment of the   amount(s) specified therein. For the avoidance of doubt, it is hereby   clarified that the Borrower shall not be allowed to prepay the outstanding   principal amount for First Tranche and Second Tranche prior to   August 01. 2018. InnoVen BORROWER GUARANTOR 36


    




 










9 A FRONT END   FEE The Borrower shall pay to InnoVen a non-refundable front end fee equal to   INR 3,200,000 (Rupees Three Million and Two Hundred Thousand only) on the   First Closing Date and INR 1,750,000 (Rupees One Million and Seven Hundred   Fifty Thousand only) on the Second Closing Date and such front end fee   payable shall be exclusive of all applicable Taxes and statutory levies   thereon. 10 SECURITY 10.1 Pursuant to Section 6 of the Term Loan   Agreement, and to secure the performance of all the obligations of the   Borrower under the Loan Documents, the Borrower hereby creates a Lien in the   Collateral in favor of InnoVen The Lien shall comprise of pari passu charge   by way of hypothecation on the Hypothecated Goods (the “Collateral”) In   addition to the above, (i) the Guarantor shall provide a continuing   unconditional guarantee to secure the Obligations of the Borrower in terms of   and pursuant to the Guarantee as well as the other Loan Documents and   (ii) the Borrower shall pledge the shares held by it in the Target   Company in terms of and pursuant to the Deed of Pledge as well as other Loan   Documents 10.2 The specific terms and conditions of the security interest and   Lien created on the Collateral by the Borrower in favor of InnoVen, the   guarantee to be provided by the Guarantor as well as the Deed of Pledge are   set forth in the Deed of Hypothecation, the Guarantee and the Deed of the   Pledge annexed to the Term Loan Agreement as Schedule 4, Schedule 5 and   Schedule 6 respectively 11 CONDITIONS PRECEDENT TO DRAWAL OF FIRST TRANCHE   InnoVen’s obligation to extend the initial Advance to the Borrower is subject   to the condition precedent that InnoVen shall have received, in form and   substance satisfactory to InnoVen, such documents, and completion of such   other matters, as InnoVen may reasonably deem necessary or appropriate,   including, without limitation: I Borrower shall have delivered duly executed   original signatures to the Term Loan Agreement and Loan Documents to which it   is a party; II. Borrower shall have delivered duly executed original   signatures to the Deed of Hypothecation. the Guarantee executed by the   Guarantor, the Deed of Pledge executed by the Borrower and the Target   Company; III Borrower shall have delivered duly executed original signatures   to the completed board resolutions authorizing the Borrower to perform its   obligations; IV Borrower shall have delivered certified true copies of the   Memorandum and Articles of Association of the Borrowers; V. Borrower shall   have delivered to InnoVen the request letter for the drawal of First Tranche;   InnoVen BORROWER GUARANTOR 37


    




 










VI Borrower   shall have delivered evidence satisfactory to InnoVen that the insurance   policies required under the Term Loan Agreement hereof are in full force and   effect; VII. Borrower shall have paid the fees set out in Section 10 of   this Schedule 1 Part V, VIII Borrower shall have paid the legal invoice   raised by Nishith Desai Associates with respect to legal expenses incurred in   connection with the Term Loan Agreement and other Loan Documents IX. The   Borrower shall have delivered to InnoVen a duly executed Confirmation Certificate   (in accordance with Section 2.1.2) in the form provided in Schedule 1   Part 2 stating that the representations and warranties in Schedule 2   shall be true in all material respects on the date of the Confirmation   Certificate and on the date of drawal; provided, however, that such   materiality qualifier shall not be applicable to any representations and   warranties that already are qualified or modified by materiality in the text   thereof; and provided, further that those representations and warranties expressly   referring to a specific date shall be true, accurate and complete in all   material respects as of such date, and no default or Event of Default shall   have occurred and be continuing or result from the disbursal, X Upon InnoVen   being satisfied with the declarations made in the Confirmation Certificate   except as otherwise agreed between InnoVen and the Borrower., timely receipt   of an executed Drawal Request (in accordance with Section 2.1.2) in the   form provided in Schedule 1 Part 3, XI. In InnoVen “s sole opinion,   there has not been a Material Adverse Change; and XII The Borrower shall have   filed Form CHG-1 registering the charge in favour of InnoVen with the   Registrar of Companies 12 CONDITIONS PRECEDENT TO DRAWAL OF SECOND TRANCHE   InnoVen’s obligations to extend the Second Tranche to the Borrower is subject   to the condition precedent that InnoVen shall have received, in form and   substance satisfactory to InnoVen , such documents, and completion of such   other matters, as InnoVen may reasonably deem necessary or appropriate,   including, without limitation: I. Borrower shall have drawndown the First   Tranche; II. Borrower shall have delivered to InnoVen the request letter for   the Second Tranche; III. Borrower shall have paid the fees set out in Section 10   of this Schedule 1 Part 1; IV Borrower shall have delivered to InnoVen a   duly executed Confirmation Certificate (in accordance with Section 2 12)   in the form provided in Schedule 1 Part 2 stating that the   representations and warranties in Schedule 2 shall be true in all material   respects on the date of InnoVen BORROWER GUARANTOR 38


    




 










the   Confirmation Certificate and on the date of drawal, provided, however, that   such materiality qualifier shall not be applicable to any representations and   warranties that already are qualified or modified by materiality in the text   thereof; and provided, further that those representations and warranties   expressly referring to a specific date shall be true, accurate and complete   in all material respects as of such date, and no default or Event of Default   shall have occurred and be continuing or result from the disbursal; V Upon   InnoVen being satisfied with the declarations made in the Confirmation   Certificate, except as otherwise agreed between InnoVen and the Borrower,   timely receipt of an executed Drawal Request (in accordance with   Section 2.1 2) in the form provided in Schedule 1 Part 3, VI In   InnoVen’s sole opinion, there has not been a Material Adverse Change. VII.   The Borrower has complied with all the financial covenants, specified in   Section 7 5 of the Term Loan Agreement. InnoVen BORROWER GUARANTOR 39


    




 










SCHEDULE 1   PART 2 Form of Confirmation Certificate To. InnoVen Capital India   Private Limited 12th Floor, Express Towers, Nariman Point, Mumbai 400021 Dear   Sir This is with reference to Section 2.1.2 and further to Schedule 1   Part 1 of the Agreement entered into by InnoVen Capital India Private   Limited (“InnoVen”) and Yatra Online Private Limited dated (“Agreement”). As   required under the Agreement, we hereby state that (i) All the   representations and warranties made by us under the Agreement are true and   correct and continue to be valid. (ii) All the covenants stated by us under   the Agreement are true and correct and continue to be valid. (iii) There has   been no Material Adverse Change in the status of the Borrower since the date   of the Agreement. (iv) The Borrower has been complying with all the terms and   conditions of the Agreement. We agree to provide any additional documentary   evidence in support of the representations made in this letter, if so desired   by InnoVen. Thanks and regards, For Yatra Online Private Limited InnoVen   BORROWER GUARANTOR 40


    




 










SCHEDULE 1   PART 3 Form of Drawal Request To, InnoVen Capital India Private   Limited 12th Floor, Express Towers, Nariman Point, Mumbai 400021 Dear Sir.   This is with reference to Section 2.1.2 and further to Schedule 1,   Part 1 of the Agreement entered into by Yatra Online private Limited and   InnoVen Capital India Private Limited (“InnoVen”) dated (“Agreement”). Based   on the Confirmation Certificate attached to this Drawal Request, we request   InnoVen Capital India Private Limited to kindly disburse the amount of Rs.   (Rupees Only) (Amount in words) into our account, the details of which are   given below Name of Beneficiary Yatra Online Private Limited Bank Name   Account Number Branch IFSC Code Thanks and regards, For Yatra Online Private   Limited InnoVen BORROWER GUARANTOR 41


    




 










SCHEDULE 2   REPRESENTATIONS AND WARRANTIES The Borrower hereby makes the following   representations and warranties to InnoVen and confirms that they are true,   correct, valid and subsisting in every respect as of the date of this   Agreement, and shall continue to be true, correct, valid and subsisting as of   the First Closing Date, the Second Closing Date under this Agreement (in each   case, before and after giving effect to disbursements occurring on such date)   The Borrower hereby confirms that the following representations and   warranties would be true, correct, valid and subsisting during the term of   the Term Loan and any material breach of a representation or warranty would   be promptly notified by the Borrower to InnoVen. It is hereby clarified that   the following representations and warranties shall be applicable to the   Target Company only when the Borrower acquires 100% of the issued and paid up   capital in the Target Company. 1 Authority and Capacity 1.1 The Borrower and   each of the Borrower’s subsidiaries have been duly incorporated and organized,   and is validly existing in good standing, under the respective Law of the   country of incorporation. 1 2 Each of the Borrower and its subsidiaries has   the corporate power and authority to own and operate a substantial part of   its assets and properties and to carry on its business in substantially the   same manner as it is currently conducted. 1 3 The Borrower and its   subsidiaries have all material permits, approvals, authorizations, licenses,   registrations, and consents including registrations necessary for the conduct   of their respective businesses as currently conducted. 1.4 Subject to   applicable Law and the Consents to be procured in relation to the performance   of the obligations of the Borrower, under this Agreement and other Loan   Documents, the Borrower have, or will have the legal right, power and   authority to enter into, deliver and perform this Agreement, Loan Documents   and all other documents and instruments required to be executed pursuant   thereto or in connection therewith, and such documents, when executed, will   constitute valid and binding obligations and be enforceable against the   Borrower in accordance with their respective terms 1.5 Subject to applicable   Law and the Consents to be procured in relation to the performance of the   obligations of the Borrower and the Guarantor under this Agreement and other   Loan Documents, the Borrower and the Guarantor has the legal right, power and   authority to deliver and perform its obligations under this Agreement and the   Borrower represents that all Consents, and actions of, filings with and   notices to any governmental or regulatory authority as may be required to be   obtained by the Borrower in connection with the execution, delivery and   performance by the Borrower of this Agreement and/or the transaction have   been obtained. InnoVen BORROWER GUARANTOR 42


    




 










1 6 The   Borrower hereby confirms that there has been no Material Adverse Change since   the Accounts Date in the business and operations of the Group and that it has   no notice of any action or investigation or other proceedings of any nature   whatsoever (excluding regular scrutiny related to tax assessments and tax   audits), by any Government authority or any other Person which would   restrain, prohibit or otherwise challenge the obligations under the Loan   Documents or would be likely to have a Material Adverse Change on the   Borrower or its subsidiaries or their respective businesses and operations.   1.7 All written materials provided by the Borrower to InnoVen do not contain   any untrue statement of a material fact or omit to state a material fact   necessary to make the statements contained therein, in light of circumstances   under which they are made, not misleading, except that with respect to   assumptions, projections and expressions of opinion or predictions contained   in such written materials, the Borrower represents only that (i) the   assumptions are described in reasonable detail therein and (ii) such   assumptions are reasonable given the operations of the Borrower to date, the   current state of the economy and the existing assets, liabilities, sources of   capital and other business factors involving the Borrower 2 Corporate Matters   2.1 The copies of the charter documents of the Borrower and its subsidiaries   delivered to InnoVen are true and complete copies, and each of the Borrower   and its subsidiaries have complied with all the provisions of their   respective charter documents and in particular, have not entered into any   ultra vires transaction which has had or is likely to have a Material Adverse   Change on the Borrower All legal and procedural requirements concerning the   Companies Act, 2013, other applicable Laws and the charter documents have   been duly complied with in all material respects 2 2 The Term Loan to be   availed by the Borrower under this Agreement has been duly authorized by all   necessary corporate action and all necessary consents, approvals, orders,   authorizations, or registrations required to be obtained by the Borrower for   such Term Loan have been obtained. 3 Accounts and Records 3 1 The books of   accounts of the Borrower and its subsidiaries have been accurately and   properly maintained., the accounts of the Borrower and the audited accounts   of the Borrower have been prepared, in each case, in accordance with   applicable Law and in accordance with Indian accounting standards as   prescribed by the Institute of Chartered Accountants of India, so as to give   a true and fair view of the business (including the assets, liabilities and   state of affairs) of the Borrower and its subsidiaries 3.2 Since the date of   the last audited financial statements provided to InnoVen. there has been no   event or a condition of any type that has or would have a Material Adverse   Change on the business of the Borrower or its subsidiaries 4 Borrowings   InnoVen BORROWER GUARANTOR 43


    




 










4 1 Except for   the borrowings set out in the Disclosure Schedule, there are no other   borrowings (including any outstanding obligations for the repayment of   money), whether present or future, actual or contingent, or charges or other   security interests (excluding statutory liens) of the Group 4.2 All the   borrowings made by the Borrower and/or its subsidiaries, if any, have been   duly authorized by all necessary corporate action / necessary consents,   approvals, orders, authorizations and the requisite filings / registrations   in this regard have been duly complied with. 4 3 Except for the Liens set out   in the Disclosure Schedule, there are no other Liens or Encumbrances against   any of the properties, whether tangible, intangible or real, of the Borrower   5 Taxation Matters 5.1 The Group has complied with all the material   requirements, in respect of Tax matter exceeding a value of INR 50.000,000   (Rupees Fifty Million only), as specified under the respective Tax laws as   applicable to them in relation to filing of returns, computations, notices   and information which are or are required to be made or given by the Group to   any tax authority for taxation and for any other tax or duty purposes, have   been made and are correct based on various interpretations and tax advice. 5   2 Except for as set out in the Disclosure Schedule, the Borrower and its   subsidiaries have no notice of any Tax disputes or other liabilities of Taxes   in respect of which a claim has been made or notice has been issued against   the Borrower and /or its subsidiaries in excess of exceeding INR 50,000,000   (Rupees Fifty Million only) 6 Legal / Litigation Matters 6 1 Except as   provided in the Disclosure Letter, the Group has no notice of any   investigation or enquiry by, nor any notice or communication of any order   decree, decision or judgment of, any court, tribunal, arbitrator,   governmental agency or regulatory body, outstanding or received by and   against the Group or any employee for whose acts or defaults the Group may be   vicariously liable, with respect to an alleged actual violation and/or   failure to comply with any such applicable law, regulation, byelaw or   constitutional document, or requiring it/them to take or omit any action,   which may result in any liability or criminal or administrative sanction   against the Group, having a Material Adverse Change on the Group. 6.2 No   order has been made, petition presented, resolution passed or meeting   convened for the winding up (or other process whereby the business is   terminated or a substantial part of the assets of the Borrower or its   subsidiaries are distributed amongst its creditors and/or shareholders or   other contributories) of the Borrower or its subsidiaries and there are no   cases or proceedings under any applicable insolvency, reorganization, or   similar laws concerning the Borrower or its subsidiaries 6 3 Neither the   Borrower nor its subsidiaries have committed InnoVen BORROWER GUARANTOR 44


    




 










i) any criminal   or unlawful act involving dishonesty; ii) any breach of trust; or iii) any   material breach of contract or statutory duty or any tortious act which could   entitle any third party to terminate any material contract to which the   Borrower or its subsidiaries is a party; which could have a Material Adverse   Change on the Borrower and/or its business or its subsidiaries and/or their   businesses. 7 Contractual Arrangements 7.1 Neither the Borrower nor its   subsidiaries have been a party to any agreement, arrangement or practice   which in whole or in part contravenes or is invalidated by any restrictive   trade practices, fair trading, consumer protection, competition law or   similar laws or regulations under the relevant jurisdiction or in respect of   which any filing, registration or notification is required pursuant to such   laws or regulations (whether or not the same has in fact been made) and which   would have a Material Adverse Change on the business. 7.2 Al! material   contracts and all material leases, tenancies, licenses and agreements of any   nature relating to real estate which the Borrower and its subsidiaries are a   party are valid, binding and enforceable obligations of the respective   parties thereto and the terms thereof have been complied with by the   Borrower, its subsidiaries and the counter parties thereto and there have   occurred no grounds for rescission, avoidance or repudiation of any of the   contracts or such leases, tenancies, licenses or agreements and no notice of   termination or of intention to terminate has been received in respect of any   thereof. 7.3 The Borrower warrants that all material documents/agreements   executed by it and which are required to be stamped under applicable laws,   are duly stamped 7.4 The Borrower is not in violation of any material term of   its Memorandum of Association or Articles of Association, each as amended to   date, or in any material respect of any term or provision of any mortgage,   indebtedness, indenture, contract, agreement, instrument, judgment, order or   decree to which it is party or by which it is bound which would have a   Material Adverse Change on the Borrower’s business. The execution and   delivery of the Loan Documents by the Borrower, the performance by the   Borrower of its obligations pursuant to the Loan Documents will not result in   any material violation of, or materially conflict with, or constitute a   material default under, the Borrower’s Memorandum of Association or Articles   of Association, each as amended to date, or any of its agreements nor result   in the suspension, revocation, impairment forfeiture or nonrenewal of any   permit, license, authorization or approval applicable to the Borrower, its   business or operations or any of its assets or properties. 7.5 The Borrower   has avoided every condition, and has not performed any act, the occurrence of   which would result in the Borrower’s loss of any right granted under any   license, distribution agreement or other agreement InnoVen BORROWER GUARANTOR   45


    




 










7 6 No   employee, officer, director or shareholder of the Borrower or member of his   or her immediate family is indebted to the Borrower for amounts exceeding INR   2,000,000 (Rupees Two Million only) in each case, and not exceeding, in   aggregate, an amount of INR 5,000,000 (Rupees Five Million only), nor is the   Borrower indebted (or committed to make loans or extend or guarantee credit)   to any of them other than (i) for payment of salary for services   rendered, (ii) reimbursement for reasonable expenses incurred on behalf   of the Borrower and (iii) for other standard employee benefits made   generally available to all employees (including stock option agreements   outstanding under any stock option plan approved by the Borrower’s Board of   Directors and stock purchase agreements approved by the Borrower’s Board of   Directors) 7 7 There are no Related Party Transactions, agreements,   arrangements or other forms of relationships involving the Borrower, which   are on terms less favorable to the Borrower than an arm’s length transaction.   8 Employees, Directors 8 1 The Borrower and its subsidiaries are complying   with all material obligations under the applicable labor laws and other laws   in relation to their employees. There have not been any strikes, go slow or   work stoppages or other labor dispute involving the Borrower and/or its   subsidiaries, neither is such strike, go slow or work stoppage or   similar action pending 8.2 Each officer, employee or consultant of the   Borrower and/or its subsidiaries that has had or may have access to the   Borrower’s intellectual property has entered into an agreement containing   appropriate confidentiality and invention assignment provisions To the   knowledge of the Borrower, no officer, employee or consultant of the Borrower   is in violation of such confidential information and invention assignment   agreement or any pnor employee contract or proprietary information agreement   with any other corporation or third party 9 Operations 9.1 There has been no   damage, destruction or loss, whether or not covered by insurance, materially   and adversely affecting the assets, business, operations of the Borrower or   its subsidiaries. 9 2 There has been no Material Adverse Change to or in the   business of the Group (including termination of any contracts or arrangements   including those pertaining to their ongoing business) and / or the Group has   not received any notice of any action or investigation or other proceedings   of any nature whatsoever, by any Government authority which would restrain,   prohibit or otherwise challenge or impede the performance of the Loan   Documents or would be likely to have a Material Adverse Change on the Group   or their business 9.3 Each of the Group companies has all franchises,   permits, licenses, and any similar authority/certification/authorization   necessary for the conduct of their business as now being conducted by it, the   lack of which would have a Material Adverse Change on any of the Group’s   Business, and believes they can obtain, without undue burden or expense, any   similar authority InnoVen BORROWER GUARANTOR 46


    




 










for the conduct   of its business as currently planned to be conducted. The Group is not in   default in any material respect under any of such franchises, permits,   licenses or other similar authority. 9 4 None of the companies in the Group   is in violation of any applicable Law relating to the environment or   occupational health and safety, and to its knowledge, no material expenditure   are or will be required in order to comply with any such existing Law. 10   Assets 10.1 The specifics of the assets set out under Schedule A of the Deed   of Hypothecation comprise a substantial part of the assets used in connection   with the business of the Borrower and its subsidiaries 10.2 No assets   (whether comprising part of the Collateral or not) of the Borrower and its   subsidiaries have been disposed other than (a) in the ordinary course of   business and (b) of a value of less than Rs.5,000.000 (Rupees Five   Million only) Neither the Borrower nor its subsidiaries have given any rights   to any third parties with respect to any of the assets owned by them other   than in the ordinary course of business 10 3 All assets of the Borrower and   its subsidiaries including all debts due to the Borrower and its subsidiaries   which are included in the audited financial accounts of the Borrower and its   subsidiaries or have otherwise been represented as being the property of or   due to the Borrower and/or its subsidiaries and/or being used by the Borrower   or its subsidiaries for the purposes of their business are the absolute   property of the Borrower or its subsidiaries, as the case may be, and/or is   being leased to the Borrower or its subsidiaries, as the case may be 10 4   Other than as disclosed in the audited financial statements, all receivables   of the Borrower are considered good by the Borrower and the Borrower does not   have any reason to believe that any of its receivables are to be treated as   bad or doubtful debts. 11 Related Party Transactions 11.1 Set out in the   Disclosure Schedule is a list of all subsisting transactions that the   Borrower has entered into with its Related Parties. 11.2 The Borrower hereby   confirms that any transactions with Related Parties have been conducted at   commercially justifiable terms and at an arm’s length basis 12 Intellectual   Property 12.1 The Borrower and its subsidiaries are the absolute owners,   valid licensees or authorized users (as the case may be) of the Intellectual   Property, which the Borrower and its subsidiaries are using The Borrower and   its subsidiaries have taken all necessary steps to maintain and protect the   Intellectual Property. InnoVen BORROWER GUARANTOR 47


    




 










12.2 The use by   the Borrower or its subsidiaries of any Intellectual Property does not   violate and would not infringe the Intellectual Property rights of any Person   12 3 Neither the Borrower nor its subsidiaries have granted, nor is it   obliged to grant, any license, sub- license or assignment in respect of any   of its Intellectual Property There are no restrictions on the right of the   Borrower or its subsidiaries to license any of the Intellectual Property and   Intellectual Property Rights owned by the Borrower 12.4 With respect to   Intellectual property, there are no legal proceedings including any   litigation, arbitration, infringement and/or passing off actions filed   against and/or is proposed and/or is threatened to be filed against the   Borrower or its subsidiaries and that Borrower or its subsidiaries have not   received any cease and desist notice so far and is/are not aware of any   circumstance under which such a notice may be issued. 13 Insurance 13 1 All   the material assets of the Borrower and its subsidiaries have been and are at   the date of this Agreement insured for risks and in amounts standard for   companies in Borrower’s business and location and the same are in force as of   the date of this Agreement 13.2 The Borrower and its subsidiaries are in   compliance with all the material terms and conditions under all existing and   valid insurance policies. 13.3 The Borrower will procure the necessary   insurance coverage and will comply with the requirements in connection with   insurance as laid out in the Term Loan Agreement or as may be specifically   required by InnoVen. 14 Confidentiality 14.1 Neither the Borrower nor its   subsidiaries have disclosed or permitted to be disclosed or undertaken or   arranged to disclose to any Person any of its know-how, secrets or   confidential information except in the ordinary course of business and   subject to entering into valid and binding agreements with the party to whom   such information has been disclosed to keep such information confidential 15   Guarantees 15 1 The Guarantee and the obligations set forth therein are   enforceable in against the Guarantor under all relevant applicable Law 15.2   The guarantee under the Guarantee has been provided in accordance with the   applicable Law. 16 Independent representations and warranties InnoVen   BORROWER GUARANTOR 48


    




 










16.1 For the   avoidance of doubt, the foregoing representations and warranties shall be   separate and independent, and save as expressly provided shall not be limited   by reference to any other section, clause or anything in this Agreement or   its Annexures, Exhibits or Schedules. 17 Disclosure to InnoVen 17.1 All   information relating to the Borrower, including subsidiaries of the Borrower   which is material in relation to the Borrower’s Business, operations,   financial conditions, assets and liabilities, intellectual property,   organization, Tax, employment related matters, compliance matters, litigation   and environmental matters, required to be known by any prudent lender has   been disclosed to InnoVen InnoVen BORROWER GUARANTOR 49


    




 










SCHEDULE 6 DEED   OF PLEDGE 53