Underwriting Agreement

UNDERWRITING AGREEMENT
FOR INITIAL PUBLIC ISSUE OF
----------------------
DATED [------------------------]
AMONGST
-------------------------------
(Issuer Company)
AND
ABC Private Limited
(Underwriter)

This Underwriter agreement is made and entered into at -------- on this ---------------- between:

1. --------------------------------------------------, a company incorporated under the Companies Act, 1956 and having its registered office at ------------------------------- In (hereinafter refer to as "----" or "Issue Company") which expression shall, unless it be repugnant the context or meaning there of be deemed to mean and include its successor; and permitted assigns, of the FIRST PART;
2. ABC PRIVATE LIMITED, a company incorporated under the Companies Act,1956 and having its registered office at --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- and its corporate and administrative office at -------------------------------------------------------------------------------------------- (hereinafter refer to as "ABC" or "Lead Manager" and "Underwriter") which expression shall, unless it be repugnant the context or meaning thereof be deemed to mean and include its successor; and permitted assigns, of the SECOND PART; AND

In this Underwriting Agreement Issuer Company, Lead Manager &Underwriter are hereinafter collectively referred to as the "Parties" and individually as a "Party"

WHEREAS:

1. The Issuer Company is proposing an Initial Public Issue of ----- Equity Shares of the Company ("Equity Shares") having face value of Rs. ----/- each (the "Issue Shares") in accordance with the Chapter IX of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended from time to time (hereinafter referred to as the "SEBI ICDR Regulations") and applicable Indian securities laws at an Issue price of Rs. -----/- per share ("Issue Price") aggregating to Rs. ------ Lakhs ("Issue" or "Public Issue").
2. The shares to be issued for allotment in this issue comprise a net issue to the public of ------- Equity Shares of face value of Rs. ----/- each (the "Net Issue") and a reserved portion for the Designated Market Maker of ------ Equity shares of face value of Rs. ---/- each (the "Market Maker Reservation Portion"), (collectively the "Offer"). The Net Issue to Public shall comprise of Issue to Non Retail Applicants and Retail Applicants.
3. The Public issue shall be conducted through Fixed Price method/process, pursuant to which the shares are to be offered at the Issue price of Rs. -----/-per share.
4. The Issuer Company has obtained approval for the Issue pursuant to the Board resolution dated -----------. The Issuer Company passed a special resolution under section 62 (1) (C) at the EGM held on -------- which collectively authorized the Issuer Company's Directors, or any other authorized representative, for the purpose of the Public Issue, to issue and sign the Draft Prospectus, the Prospectus, this Agreement. the Memorandum of understanding, any amendments or supplements thereto and any and all other writings as may be legally and customarily required in pursuance of the Issue and to do all acts, deeds or things as may be required.
5. One of the requirements of issuing shares to the Public in accordance with the Chapter IX of the SEBI ICDR Regulations, 2018, as specified in Regulation 260 of the said Regulations is that the Issue shall be hundred percent underwritten and Lead Manager shall underwrite at least Fifteen percent of the total Issue, ABC being the Lead Manager to the Issue.
6. ABC Private Limited (hereinafter referred to as "ABC") is a Registered Stock Broker and Trading Member of NSE having Clearing No. ----------- and SEBI Registration No. ---------------- and also has been registered as a Market Maker with the SME Platform of NSE (NSE Emerge).
7. Hence, ABC shall act as Underwriters to this Issue and all the parties herein have therefore agreed to enter into this agreement for the purpose of underwriting and amongst the other things as required under regulation 14 of SEBI (Underwriters) Regulations.

NOW, THEREFORE IT IS HEREBY AGREED BY AND AMONG THE PARTIES HERETO AS FOLLOWS:

DEFINITIONS AND INTERPRETATIONS

1.1 In addition to the defined terms contained elsewhere in the Agreement, the following expressions, as used in this Agreement, shall have the respective meanings set forth below:

2. UNDERWRITING

On the basis of the representations and warranties contained in this Agreement and subject to its terms and conditions, the Market Maker hereby agrees to ensure Market Making in the shares of 95,000 in the manner and on the terms and conditions contained elsewhere in this Agreement and as mentioned below:

2.1 Following will be the underwriting obligations of each respective underwriters:

Details of underwriter	No. of shares Underwritten	Amount underwritten (Rs In Lakh)	% of Total Issue Size Underwritten

2.2 The Issuer Company shall before delivering to the Registrar of Companies (hereinafter referred to as "ROC") make available to the underwriters a copy of the Prospectus, which shall be as modified in the light of the observations made by NSE while issuing the in-principle approval letter the underwriters shall before executing their obligations under this agreement satisfy themselves with the terms of the issue and other information and disclosures contained therein.

2.3 The Company agrees that, if after filing of Prospectus with the ROC any additional disclosures are required to be made in the interest of the investors in regards to any matter relevant to the issue, the company shall with such requirements as may be stipulated by NSE or SEBI or the Lead Manager and compliance of such requirements shall be binding on the underwriter; provided that such disclosures shall not give a right to the underwriter to terminate or cancel its underwriting obligations unless such subsequent disclosures are certified by NSE or SEBI as being material in nature and essential for the contract of underwriting: the question whether or not such subsequent disclosures are material in nature, the decision of NSE or SEBI shall be final and binding on both the parties.

2.4 The subscription list for the public issue shall open not later than three months from the date of this agreement or such extended period(s) as the underwriters may agrees to in writing. The subscription list shall be kept open by the company for a minimum period of 3 working days and if required by the underwriter, the same may be kept open upto a maximum of 10 calendar days failing which the underwriter shall not be bound to discharge the underwriting obligations under this agreement.

2.5 The application bearing the stamp of the underwriter or as the case may be the sub-underwriter whether made on their own behalf or otherwise shall be treated in the same manner as the applications received directly from the members of the public and, in the event of the issue being oversubscribed, such applications shall be treated on par with those received from the public and under no circumstances, the applications bearing the stamp of the underwriter or the sub underwriter shall be given any preference or priority in the matter of allotment of the offer shares.

2.6 There is no provision for inter-changeability of the underwriting obligation i.e. ABC shall have to underwrite their respective obligations as stated in 2.1 of this agreement and that they shall not be allowed to interchange any portion of the said obligations. All the applications made by any applicant except by ABC in its "OWN" account shall be construed to be part of the "Net Issue" applications. In case of shortage in any of the specific portion (i.e. Market Maker Reservation Portion and the Net Issue Portion), the other Underwriter shall not be liable for any damages or losses as long as it has completed its individual obligations stated in 2.1 of this agreement.

2.7 Hence, with respect to the Market Maker Reservation Portion, it is compulsory that the Market Maker i.e. ABC subscribe to the specific portion of the Issue set aside as "Market Maker Reservation Portion" as it needs to be subscribed in its own account in order to claim compliance with the requirements of Regulation 261 of the SEBI (ICDR) Regulations, 2018 as amended from time to time. Hence, it is prudent that ABC ensure that its portion of -------- equity shares is subscribed prior to the Closure of the Issue and that there are no relevant shortages in the same. However, if in any situation there is a shortage in the same upon the closure of the issue, then the shortage shall have to be met by ABC by arranging for additional application in its "OWN" account and ABC shall not be allowed to procure applications from the Public at large in order to meet such shortage.

2.8 Only the Underwriter for the "Net Issue" shall be entitled to arrange for sub-underwriting of its underwriting obligation on his own account with any person or persons on term to be agreed upon between them. Notwithstanding such arrangement, the Underwriters shall be primarily responsible for sub-underwriting and any failure or default on the part of the sub-underwriters to discharge their respective sub-underwriting obligations shall not exempt or discharge the underwriter of his underwriting obligation under this agreement.

2.9 If the Net Issue is undersubscribed, ABC being the Underwriters for such portion shall be responsible to subscribe/ procure subscription to the unsubscribed shares. However, provided that such obligation shall not exceed the amount mentioned in clause 2.1 above.

2.10 The said underwriting obligations for each underwriter in case of shortage in its respective portions shall be discharged in the manner mentioned below:

1. The Company shall within 30 days after the date of closure of subscription list communicate in writing to the respective underwriter, the total number of shares remaining unsubscribed, the number of shares required to be taken up by the underwriter or subscription to be procured therefore by the underwriter.
2. The Company shall make available to the respective underwriter, the manner of computation of underwriting obligation and also furnish a certificate in support of such computation from the company's auditors.
3. The respective underwriter on being satisfied about the extent of devolvement of the underwriting obligation shall immediately and in any case not later than 30 days after receipt of the communication under sub-clause (a) above, in the manner specified in clauses 2.7, 2.8 and elsewhere in this agreement, make or procure the applications to subscribe to the shares and submit the same together with the application moneys to the Company in its Escrow Account opened specifically for this Issue.
4. In the event of failure of the underwriter to make the application to subscribe to the shares as required under clause (c) above, the Company shall be free to make arrangements with one or more persons to subscribe to such shares without prejudice to the rights of the Company to take such measures and proceedings as may be available to it against the underwriter including the right to claim damage for any loss suffered by the Company by reason of failure on the part of the underwriter to subscribe to the shares as aforesaid.

2.11 The Company is free to quantify the damage being a multiple of the value of the shares not subscribed by the respective underwriter.

3. REPRESENTATIONS AND WARRANTIES BY THE UNDERWRITERS

3.1. Net worth of the Underwriter: The underwriter(s), hereby declares that they satisfy the Net Worth/ Capital Adequacy Requirements specified under the SEBI (Underwriter) Rules and Regulations, 1993 or the bye-laws of the stock exchange of which the underwriter is a member and that he is competent to undertake the underwriting obligations mentioned in clause 2 hereinabove

3.2. Registration with the SEBI: The underwriter(s) hereby declares that the underwriters being Merchant Banker or stock Brokers are entitled to carry on the business as an underwriter without obtaining a separate certificate under the SEBI (Underwriters) Regulations 1993 framed under the SEBI Act.

3.3. The Underwriters confirm to the Company that they are responsible and liable to the Company, for any contravention of the SEBI Act, rules or regulations thereof. The Underwriters further confirm that they shall abide with their duties, function, responsibilities and obligations under the SEBI (Merchant Bankers) Regulations, 1992 and the SEBI (Underwriters) Regulations 1993.

3.4. In addition to any representation of the Market Maker under the Underwriting Agreement or the Registration Documents filed with the SME Platform of NSE, the Market Maker hereby represents and warrants that:

1. It has taken all necessary actions to authorize the signing and delivery of this agreement:
2. The signing and delivery of this agreement and the compliance with this agreement does not violate any law, rule, regulation or agreement, document or instrument binding on or applicable to the Market Maker.
3. It will comply with all of its respective obligations set forth in this Agreement.
4. It shall ensure compliance with the applicable laws and rules laid down by the SEBI and the SME Platform of NSE with respect to Underwriting in general and Underwriting this public Issue on specific:
5. It shall follow fair trade price practices and abide by the code of conducts and ethical standards specified by SEBI, Stock Exchange and other related associations from time to time.

3.5. The Underwriter(s) acknowledges that it is under a duty to notify the Lead Manager and the SME Platform of NSE immediately in case it becomes aware of any breach of a representation or warranty.

4. REPRESENTATIONS AND WARRANTIES BY THE ISSUER COMPANY

4.1 Warranty as to statutory and other approvals: The Company warrants that all consent, sanctions, clearance, approvals, permissions, licenses, etc., in connection with the public issue as detailed in the prospectus or required for completing the prospectus have been obtained or will be obtained and the same shall remain effective and in force until the allotment of all the shares are completed.

4.2 In addition to any representations of the Lead Manager under the Due Diligence Certificate and underwriting agreement the Lead Manager hereby represents and warrants that:

1. It has taken all necessary actions to authorize the signing and delivery of this agreement;
2. The signing and delivery of this agreement and the compliance with this agreement does not violate any law, rule, regulation or agreement, document or instrument binding on or applicable to the Lead Manager.
3. It will comply with all of its respective obligations set forth in this Agreement.
4. It shall ensure compliance with the applicable laws and rules laid down by the SEBI and the SME Platform of NSE with respect to the role of the Lead Manager in the Market Making process in general and Market Making in the shares of ----------------- in specific.
5. It shall follow fair trade practices and abide by the code of conduct and ethics standards specified by SEBI, Stock Exchanges and other related associations from time to time.

4.3 The Issuer Company acknowledges that it is under a duty to notify the Market maker and the SME Platform of NSE immediately in case it becomes aware of any breach of a representation or warranty.

5. CONDITIONS OF THE UNDERWRITERS' OBLIGATIONS

5.1. The several obligations of the Underwriter(s) under this Agreement are subject to the following conditions:

1. Subsequent to the execution and delivery of this Agreement and prior to the Listing Date there shall not have occurred any regulatory change, or any development involving a prospective regulatory change or any order or directive from SEBI, the SME Platform of NSE or any other governmental, regulatory or judicial authority that, in the judgment of the Underwriter(s), is material and adverse and that makes it, the judgment of the Underwriter(s), impracticable to carry out Underwriter(s) Obligations.
2. Subsequent to the execution and delivery of this Agreement and prior to the Listing Date there shall not have occurred any regulatory change, or any development involving a prospective regulatory change or any order or directive from SEBI, the SME Platform of NSE or any other governmental, regulatory or judicial authority that, in the judgment of the LM is material and adverse and that makes it, the judgment of the LM, impracticable to Market the Offer Shares or to enforce contracts for the sale of the Offer Shares on the terms and in the manner contemplated in the Offering Documents.
3. If the Underwriter(s) are so notified or become aware of any such filing, communication, occurrence or event, as the case may be, they may give notice to the company to the effect, with regard to the Offer shares this agreement shall terminate and cease to have effect, subject as set out herein.
4. The representation and warranties of the Issuer Company contained in this Agreement shall be true and correct on and as of the Issue Closing Date and Issuer Company shall have complied with all the conditions and obligations under this Agreement and the memorandum of understanding dated -------------- entered between the Issuer Company and Lead Manager on its part to be performed or satisfied before the Issue Closing Date.

5.2. If any conditions specified in 5.1 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Market Maker by written notice to the Lead Manager any time on or prior to the Listing Date; provided, however, that this Section 6.2, Sections 3,4,5,6.3,7,9,10,11,12,13,14,15,16,17,18,19 and 20 shall survive the termination of this Agreement.

6. FEES, COMMISIONS AND EXPENSES

6.1 In consideration of the underwriting obligations performed by the underwriters the Issuer Company shall pay the Underwriters fees and commissions as mutually agreed by the parties in respect of the obligations undertaken by them, as per the individual engagement/mandate letters. Such aggregate fee shall be paid to the Underwriters or such other persons as directed by the Underwriters from time to time. However, it may be noted that the rate so agreed upon shall be subject to the provisions of section 40 of the Companies Act, 2013 and that the obligation to pay underwriting commission shall arise only upon the underwriter fulfilling his underwriting obligation and duly subscribing to the shares, if any, devolved on him.

6.2 The Issuer Company shall not bear any other expense or losses, if any, incurred by the Underwriters in order to fulfill their respective Obligations, except for the fees/commissions etc. as mutually agreed

7. INDEMNITY

7.1 The Underwriter herein (ABC Private Limited ) shall indemnify and keep indemnified the Issuer Company ("Indemnified Party") for its own account and on account of their respective Affiliates and all the respective directors, officers, employees, duly authorized agents and Controlling Persons (each, an "Indemnifying Party") from and against any and all losses, liabilities, costs, claims, charges, actions, proceedings, damages, expenses or demands which they (or any of them) incur or which is made against them (or any of them) as a result of or arising out of, or in relation to the IPO subscription, trading, liquidity and failure to make minimum market requirement from time to time which are determined by a court or arbitral tribunal of the competent jurisdiction to have resulted from any bad faith, dishonesty, illegal or fraudulent acts or the willful defaults or gross negligence on the part of the lead Manager or Market maker, respectively. Such indemnity will extend to include all reasonable costs, charges and expenses that such indemnified party may pay or incur in disputing or defending any such loss, liability, cost, claim, charge, demand or action or other proceedings.

7.2 The Issuer Company shall indemnify and keep indemnified, Lead Manager, Underwriters and Market Makers for its own account and their respective Affiliates and all other respective directors, officers, employees, professionals, duly authorized agents and controlling persons (each, an "Indemnified Party") from against any and all losses, Liabilities. costs, claims, charges, actions, proceedings, damage, expenses or demands which they (or any of the them) incur or which is made against them (or any of them) as a result of or arising out of. or in relation to, any misrepresentation or alleged misrepresentation of a material fact contained in the draft prospectus and prospectus or omission or alleged omission there from of a material fact necessary in Oder to make the statements therein in the light of the circumstances under which they were made not misleading, or which are determined by the court or arbitral tribunal of competent jurisdiction to have resulted from bad faith, dishonesty, illegal or fraudulent acts or the willful default or gross negligence on the part of the company. Such indemnity will extend to include all reasonable costs, charges and other expenses that such Indemnified party may pay or incur in disputing or defending any such loss liability, cost, claim, charge, demand or action or other proceedings. Provided however that the issuer company will not be liable to the lead manager, underwriters, Market Makers to the extent that any loss, claim, damage or liability is found in a judgment by the court to have resulted solely and directly from any of the Underwriters severally as the case may be, bad faith or gross negligence or willful misconduct, illegal or Fraudulent acts, in performing the services under this agreement.

8. TERMINATION

8.1 Notwithstanding anything contained herein, the underwriter(s) shall have the option to be exercised by him at any time prior to the opening of the issue as notified in the prospectus of terminating this agreement under any or all of the following circumstances:

1. if any representations/ statement made by the Company to the underwriter and/ or in the application forms Negotiations, correspondence, the prospectus or in this letter are or are found to be incorrect;
2. A complete breakdown or dislocation of business in the major financial markets, affecting the cities of Kolkata, Mumbai, Chennai and New Delhi;
3. declaration of war or occurrence of insurrection, civil commotion or any other serious sustained financial political or industrial emergency or disturbance affecting the financial markets of Mumbai, Chennai, Kolkata and New Delhi.

8.2 Notwithstanding Section 8.1, in the event of the Company failed to perform all or any of the covenants within limit specified wherever applicable under this letter of underwriting, the underwriter shall inform the Company with documentary evidence of the breach/non performance by Registered post/ Speed post and acknowledge obtained therefore, whereupon the underwriter shall be released from all or any of the Obligations required to be performed by him.

8.3 The provisions of Sections 3,4,5,7,9,10,11,12,13,14,15,16,17,18,19and 20 shall survive the termination of this Agreement.

9. NOTICES

Any notices or other communication given pursuant to this Agreement must be in writing and (a) delivered personally, or (b) sent by tele facsimile or other similar facsimile transmission, (c) sent by registered mail, postage prepaid, to the address of the respective Party specified below, or to fax number given below or any other number as may be designated in writing by such Party from time to time. All notices and other communications required or permitted under this Agreement that are addressed as provided in this Section 10 will (i) if delivered personally or by overnight courier, be deemed given upon delivery; (ii) if delivered by tele facsimile or other similar facsimile transmission, be deemed to be given electronically confirmed; and (iii) if sent by registered mail, be deemed given when received.

10. TIME IS THE ESSENCE OF THE AGREEMENT

All obligations of the Issuer Company, the Underwriters, are subject to the conditions that time wherever stipulated, shall be of the essence of the Agreement. Consequently any failure on the part of the Company or the Underwriter to adhere to the time limits shall unless otherwise agreed between the Company and the Underwriter, discharge the Underwriter or Company of his / their obligations under the Underwriting Agreement. This Agreement shall be in force from the date of execution and will expire on completion of allotment for this Issue.

11. SEVERAL OBLIGATIONS

The Issuer Company and the Underwriters(s) acknowledges and agrees that they are all liable on several basis to each other in respect of this representation, warranties, indemnities, undertakings and other obligations given, entered into or made by each of them in this Agreement.

12. MISCELLANEOUS

The Agreement shall be binding on and inure to the benefit of the Parties hereto and their respective successors. The Underwriter(s) shall not assign or transfer any of its respective rights or obligation under this Agreement or purport to do so without the consent of the Issuer Company. The Issuer Company shall not assign or transfer any of their respective rights or obligations under this Agreement or purport to do so without the consent of the Underwriter(s).

13. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the Republic India and shall be subject to --------------- Jurisdiction.

14. ARBITRATION

Reference to arbitration - Any dispute arising out of this agreement between the underwriter and the Issuer Company shall be referred to the Arbitration Committee by the NSE in which the share are to be listed and the decision of the Arbitration Committee shall be final and binding on both the parties.

All proceedings in any such arbitration shall be conducted under the Arbitration and Conciliation Act, 1996, as amended, and shall be conducted in English. The arbitration shall take place in -------------------------------, India

Any reference of any dispute, difference or claim to arbitration under this Agreement shall not affect the performance by the Parties of their respective obligations under this Agreement other than the obligations relating to the dispute, difference or claim referred to arbitration.

15. AMENDMENT

No amendment, supplement, modification or clarification to this Agreement shall be valid or binding unless set forth in writing and duly executed by all the Parties to this Agreement.

16. SEVERABILITY

If any provisions of this agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provisions or the applicable part of such provision and the remaining part of such provision and all other provisions of this Agreement shall continue to remain in full force and effect.

17. COUNTERPARTS

This Agreement may be executed in separate counterparts; each of which when so executed and delivered shall be deemed to be an original, but all the counterparts shall constitute one and the same Agreement.

18. CUMULATIVE REMEDIES

The rights and remedies of each of the parties and each indemnified person under Section 7 pursuant to this Agreement are cumulative and are in addition to any other rights and remedies provided by general law or otherwise.

19. ILLEGALITY

If any provision in this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, under any enactment or rule of law, such provision or part shall to that extent be deemed not to form part of this Agreement but the legality, validity and enforceability of the remainder of this Agreement shall not be affected.

20. ASSIGNMENT

No party may assign any rights under this Agreement without the consent of the party against whom the right operates. No provision of this Agreement may be varied without the consent of the Lead Manager.

The undersigned hereby certifies and consents to act as Lead Manager, Underwriter or Market Maker (as the case may be) to the aforesaid Issue and to their name being inserted as Lead Manager or Market Maker (as the case may be) in the Draft Prospectus, Prospectus which the Issuer Company intends to issue in respect of the proposed Issuing and hereby authorize the Issuer Company to deliver this Agreement to SME Platform of NSE, ROC and SEBI.

IN WITNESS WHEREOF, the Parties have entered this agreement on the date mentioned above.

For, ABC Private Limited

Designation:

DIN:

For, XYZ Pvt Ltd.

Designation:

DIN:

Witness:

Sr. No	Name	Complete Address	Signature
1.
2.