Draft a specimen underwriting agreement as per the requirements of the Companies Act, 2013.

UNDERWRITING AGREEMENT Name and address of the firm of brokers who agree to act as underwriters (Letter form) Ref. No.____________ Date.____________ The Board of Directors (Name and address of the Company for whose public issue the firm agrees to act as underwriter) Dear Sir(s), Re: Proposed Public Issue of Equity Shares We, hereby record the terms on which we (hereinafter referred as "underwriters") have agreed to underwrite____________ Equity Shares of the aggregate nominal value of ₹____________ out of the total issue of____________ Equity Shares to be offered to the public at ₹____________/- each for cash at par. The prospectus as approved by the underwriters will be delivered to the Registrar of Companies.____________ on or before____________ for registration in accordance with the provisions of Rule 13 of the Company (Prospectors and Allotment of Secretaries) Rules, 2014. Sufficient number of copies of the prospectus and application forms shall be printed and made available to the underwriters, brokers and members of the public who intend to apply for the Equity Shares as soon as possible thereafter. Underwriters shall be entitled to arrange sub-underwriting with respect to their respective commitments for their own account on terms to be arranged at their discretion with their sub-underwriters. If by the closing date of the subscription list or such earlier date as may be agreed to by the underwriters, the Equity Shares offered to the public are not subscribed in full by the public and the application money payable in respect thereto is not received by you, you will within 14 days or such extended time as may be agreed to by the underwriters, notify the underwriters in writing as to the amount/number of Equity Shares which have not been so subscribed. The underwriters shall within 21 days after the receipt of such intimation apply for and subscribe such unsubscribed amount/number of Equity Shares and pay or procure to be paid the money payable on application in respect of such Equity Shares in proportion that the amount underwritten by each of them bears to the total amount of the issue. In determining the amount/number of Equity Shares to be taken up by the underwriters the following factors shall be taken into consideration: In no circumstances will the underwriters be liable to take up Equity Shares more than the amount underwritten by them. All applications made before the closing of the subscription list by the underwriters, or on forms of application bearing the stamp of the underwriters, and not withdrawn in the meantime shall be taken into account in pro tanto reduction of the liability of the underwriters under this underwriting agreement. After scrutiny of the applications received, the total shortfall shall first be allocated among all persons who have underwritten the issue and who have not fulfilled their quota, in proportion to the amount underwritten by each of them. Credit shall be given to each underwriter who has not fulfilled his quota in relation to applications made by members of the public independently proportionately to the amount underwritten by each underwriter, any amount or such credit being in excess of the commitment of any underwriter being similarly shared proportionately by the others. Subject to the terms of the prospectus, you will allot Equity Shares for which applications have been received as soon as possible and despatch Equity Share Certificates within six months of such allotment. In consideration of the underwriting you will, within 14 days from the date on which we shall have fulfilled our obligation, pay the underwriters a commission at the rate of two and a half per cent on the issue of the amount/number of Equity Shares underwritten by the underwriters. Notwithstanding anything stated above the underwriters shall have the option to be exercised by them at any time prior to the date fixed finally for publication of the "Announcement" of terminating underwriting arrangement in the event of a complete breakdown or dislocation of business in the financial markets of the cities of Calcutta, Bombay, Madras and Delhi due to war, insurrection, civil commotion or any other serious or sustained or political or industrial disturbances or if the whole present basis of Stock Exchange prices in any such city should undergo substantial change through the occurrences of such catastrophe or similar event at present not foreseen. In the event of underwriters exercising such option they shall be released from all obligations arising out of the underwriting agreement. Our offer is valid subject to your subscription list opening on or before.____________ Please acknowledge receipt of this letter and intimate to us your acceptance of the terms and conditions mentioned above. Thanking you, Yours faithfully, For.____________