This stamp paper forms an integral part of the Escrow Agreement executed

among Quick Heal Technologies Limited, ICICI Bank Limited and Ambit
Private Limited
This stamp paper forms an integral part of the Escrow Agreement executed
among Quick Heal Technologies Limited, ICICI Bank Limited and Ambit
Private Limited
This stamp paper forms an integral part of the Escrow Agreement executed
among Quick Heal Technologies Limited, ICICI Bank Limited and Ambit
Private Limited
This stamp paper forms an integral part of the Escrow Agreement executed
among Quick Heal Technologies Limited, ICICI Bank Limited and Ambit
Private Limited
THIS ESCROW AGREEMENT is made at Pune on the 23 day of April, 2021 (“Agreement”)

AMONGST

1. QUICK HEAL TECHNOLOGIES LIMITED, a Company incorporated under the laws of

India having its registered office at Marvel Edge, Office No. 7010 C & D, 7th Floor,
Opposite Neco Garden Society, Viman Nagar, Pune, Maharashtra, 411014, India
(hereinafter referred to as the “Company”, which expression shall, unless it be
repugnant to the context or meaning thereof, be deemed to mean and include its
successors and permitted assigns); and

2. ICICI BANK LIMITED, a banking company duly incorporated under the Companies
Act, 1956 and registered as a banking company within the meaning of the Banking
Regulation Act, 1949 and having its registered office at ICICI Bank Tower, Near Chakli
Circle, Old Padra Road, Vadodara, 390 007, Gujarat, India and acting for the purpose
of this agreement through its branch situated at ICICI Bank Limited, Capital Markets
Division, 1st Floor, 122, Mistry Bhavan, Dinshaw Vachha Road, Backbay Reclamation,
Churchgate, Mumbai - 400020 (hereinafter referred to as the “Escrow Bank”; which
expression shall, unless it be repugnant to the subject, context or meaning thereof
be deemed to mean and include its successors and permitted assigns); and

3. AMBIT PRIVATE LIMITED, a company incorporated and registered under the

provisions of the Companies Act, 1956 having its corporate office at Ambit House,
449, Senapati Bapat Marg, Lower Parel, Mumbai - 400013 and registered with the
Securities and Exchange Board of India as a merchant banker pursuant to Applicable
Laws (hereinafter referred to as the “Merchant Banker/Manager” which expression
shall unless repugnant to the context or meaning thereof be deemed to mean and
include its successors and permitted assigns).

Each of the parties mentioned above shall hereinafter, where the context so admits, be
collectively referred to as the “Parties” and individually as the “Party”.

WHEREAS:
(A) The Company has given an offer to the equity shareholders of the Company for buy-
back of up to 6,326,530 fully paid-up equity shares of face value Rs 10/- each of the
Company at a price of Rs. 245/- (Rupees two hundred and forty five only) per equity
share (“Buyback Price”) payable in cash aggregating upto Rs 1550 million (Rupees
one thousand five hundred and fifty million only) (“Maximum Buyback Size”) to be
conducted through an Tender Route mechanism in accordance with sections 68, 69
and 70 of the Companies Act, 2013 (the “Act”) and the Securities and Exchange
Board of India (Buyback of Securities) Regulations, 2018 as amended (the “SEBI
Regulations”) (“Buyback Offer/Offer”).
(B) The Board of Directors of the Company have authorized the Offer for Buyback at
their meeting held on March 10, 2021.
(C) The Manager has been appointed as the Manager to the Buyback by the Company,
pursuant to the provisions of the SEBI Regulations.
(D) In terms of Regulation 9 of the SEBI Regulations, the Company is required to create

1
 an escrow arrangement in order to secure performance of its obligations under the
SEBI Regulations. Accordingly, in terms of Regulation 9 and 10 of Buyback
Regulations, the Company proposes to open the Escrow Cash Account (defined
hereinafter) and Special Account (defined hereinafter) with the Escrow Bank and
make a deposit of the Escrow Amount (defined hereinafter) in cash, in accordance
with the requirements of the Buyback Regulations and as detailed in this Agreement.
The operation of the Escrow Cash Account and the Special Account shall be in
accordance with such instructions issued by the Manager to the Escrow Bank and
shall be strictly in accordance with the terms of this Agreement and the SEBI
Regulations.
(E) The Company and the Merchant Banker has signed and agreed upon a Letter of
Engagement, dated March 10, 2021.
(F) Accordingly, in order to safeguard the interest of the shareholders and to enable the
payment of consideration for the shares accepted under the Offer, the Company
hereby appoints the Escrow Bank on the terms set out in this Agreement and the
Escrow Bank has agreed to such appointment on the terms and conditions contained
herein after.

NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN THE
PARTIES HERETO AS FOLLOWS:

1. DEFINITIONS:

In addition to the terms defined elsewhere, in this Agreement unless the context
otherwise requires the following expressions shall have the following meanings:

“Applicable Law” shall mean all prevailing laws, rules, regulations, mandatory
directives and guidelines issued by any judicial, quasi-judicial, statutory, regulatory or
executive authority including any tribunal, that has jurisdiction with regard to any
matters relating to or incidental to the Offer, including the SEBI Regulations, as
amended from time to time;

“Authorised Representatives” of the Merchant Banker shall mean the persons whose
specimen signatures are set out in Schedule A of this Agreement, as may be amended
by providing a notice to the other Parties specifying the specimen signatures of the
new persons, from time to time, being the authorised personnel of the said Party;

“Business Day” means a day on which the Escrow Bank is open for normal banking
business in Mumbai during normal banking hours (excluding, Sundays and public
holidays), and “Business Days” shall be construed accordingly. Where any act is
required to be performed on a particular day pursuant to this Agreement and such day
is not a Business Day, such act shall be performed on the next following Business Day;

“Buy-back Price” shall mean Rs. 245/- (Rupees two hundred and forty five only) per
share being the maximum price offered by the Company to its shareholders to
tendering their shares in the Offer, in accordance with the SEBI Regulations;

“Communication” shall mean any and all written communications including notices
2
that may be given by the Authorized Representatives of one Party to the other
Party or

3
 Parties;

“Consideration” shall mean the consideration payable to the shareholders of the

Company for tendering shares in terms of the Offer and in accordance with the SEBI
Regulations, assuming full acceptance;

“Escrow Cash Account” shall mean the escrow account being a non-interest bearing
and no-lien account referred to in Clause 4.1 of this Agreement in the name and title of
“Quick Heal Technologies Limited Buyback Escrow A/c” to be opened by the Company
with the Escrow Bank pursuant to the Applicable Law for the purposes of the Offer and
to be operated by the Escrow Bank in accordance with the terms of this Agreement;

“Escrow Amount” shall mean the amount deposited by the Company into the Escrow
Cash Account as per regulation 10 and 11 of SEBI Regulations;

“Escrow Deposit” shall mean an amount of Rs. 305 million (Rupees three hundred and
five million only);

“Offer” shall have the meaning assigned to in Recital A;

“Public Announcement” shall mean the public announcement to the shareholders of

the Company, to be issued by the Merchant Banker on behalf of the Company, in
accordance with the SEBI Regulations;

“SEBI” shall mean the Securities and Exchange Board of India;

“SEBI Regulations” shall mean the SEBI (Buyback of Securities) Regulations, 2018 as
amended from time to time;

“Special Account” shall mean the non-interest bearing bank account to be opened by
the Company under the name and title of “Quick Heal Technologies Limited Buyback
Special A/c” in terms of Regulation 10 (1) of the SEBI Regulations, immediately after
the date of closure of the Buy Back Offer with ICICI Bank Limited as the Escrow Bank
and the bankers to the issue registered with SEBI where the Company shall deposit
such sum as would, together with ninety percent of the amount lying in the escrow
cash account make-up the entire sum due and payable as consideration for buy-back in
terms of the SEBI Regulations;

“Working Day” shall mean the working days of SEBI.

2. INTERPRETATION:

2.1 In this Agreement

2.1.1 any references to the masculine, the feminine and the neuter shall include each other;

2.1.2 headings to clauses, schedules and parts and paragraphs of schedules are for
4
 convenience only and do not affect the interpretation of this Agreement;

2.1.3 unless otherwise specified, any reference to a time of day is to India Standard Time;

2.1.4 the words “include”, “including” and “in particular” shall be construed as being by
way of illustration or emphasis only and shall not be construed as, nor shall they
take effect as, limiting the generality of any preceding words;

2.1.5 any references to clauses and schedules are to clauses of and schedules to this
Agreement; and

2.1.6 any reference to this Agreement shall include any recitals and schedules to it. Any
references to parts or paragraphs are, unless otherwise stated, references to parts
or paragraphs of the schedule in which the reference appears.

2.2 The recitals and forms of documents included in the schedules form integral parts of
this Agreement and shall have the same force and effect as if expressly set out in the
body of this Agreement.

2.3 This Agreement is a joint draft product of the Parties and any rule of statutory
interpretation interpreting agreements against a party primarily responsible for
drafting the agreement shall not be applicable to this Agreement.

3. APPOINTMENT OF ESCROW BANK

The Company hereby agrees to appoint the Escrow Bank to avail of the services and
arrangements to be provided by the Escrow Bank, in the manner provided in, and in
accordance with, the terms and conditions of this Agreement and the Escrow Bank
agrees to be appointed as an Escrow Bank, and perform the obligations, duties and
functions and provide the services and arrangements to be performed and provided
by the Escrow Bank, in the manner provided in, and in accordance with the terms
and conditions of, this Agreement.

The Escrow Bank shall not collect any service charges or any other charges than
those specified herein, from the Company or Merchant Banker for its appointment
as Escrow Bank and the services to be provided in this Agreement.

4. OBLIGATIONS OF THE PARTIES

4.1 The Company and Merchant Banker shall have completed, executed and delivered
to the Escrow Bank the documents as required by the Escrow Bank prior to the
execution of this Agreement. On the day of execution of this Agreement, the Escrow
Bank shall open the Escrow Cash Account titled “Quick Heal Technologies Limited
Buyback Escrow A/c”.

4.2 Prior to the commencement of the tendering period of the offer, the Company shall

5
 have completed, executed and delivered to the Escrow Bank, all such forms,
documents and writings required for the Escrow Bank to open the Special Account.
Subject to the aforesaid, the Escrow Bank shall open the Special Account within one
Business Days of the date of closure of the Offer.

4.3 The Company will deposit with the Escrow Bank in the Escrow Cash Account the
Escrow Deposit, two Business Days before opening of the tendering period of the
Offer.

4.4 The Company shall deposit the remaining Consideration or such amount as may be
directed by the Manager, within one Business Days of the date of closure of the
Offer to the Special Account as more specifically mentioned in clause 6.6 (c) ii of the
Agreement and as per Regulation 10 of SEBI Regulations.

4.5 Upon receipt of the Escrow Deposit, the Escrow Bank shall promptly, (within a
period not exceeding 1 (one) Business Day) confirm to the Merchant Banker as per
format in Annexure I, with a copy to the Company that the Escrow Cash Account has
been opened and shall specify the balance to the credit of the Escrow Cash Account
.In case of any further deposit to the Escrow Cash Account, the Escrow Bank shall, as
per the format in Annexure I, specify the balance to the credit of the Escrow Cash
Account.

4.6 The Company hereby irrevocably and unconditionally empowers and authorizes the
Merchant Banker (to the exclusion of any other person) to issue instructions to the
Escrow Bank in accordance with the SEBI Regulations and the terms of this
Agreement and hereby instructs the Escrow Bank to act solely upon the written
instructions issued by the Merchant Banker, in relation to the operation of the
Escrow Cash Account and the Special Account (including, without limitation, to make
appropriations and/or payments from the amounts lying to the credit of the Escrow
Cash Account and Special Account), to the exclusion of all other persons, including
the Company, in accordance with the provisions of the SEBI Regulations and this
Agreement. Further, the Company hereby irrevocably and unconditionally
authorizes the Escrow Bank to abide by and follow the written instructions of the
Merchant Banker in relation to the operation of the Escrow Cash Account and the
Special Account. The Escrow Bank shall act upon the representations made by the
Merchant Banker regarding compliance with the SEBI Regulations and the
instructions issued by the Merchant Banker, to the exclusion of any other party.

4.7 The Company shall not be permitted to withdraw any sums from the Escrow Cash
Account or Special Account except in terms of this Agreement or on receipt on a
certificate from the Merchant Banker that the Offer has been validly withdrawn
and/or has been completed in accordance with SEBI Regulations.

4.8 The Company hereby acknowledges that the Escrow Bank will act in accordance with
written instructions from the Merchant Banker to transfer the amount lying in the
credit of the Special Account to the broker pool account as provided in the SEBI
Regulations, in the form set out at Annexure II.

4.9 Simultaneously with the deposit of the Escrow Amount in the Escrow Account and at
6
any time later on, an Authorised Representative of the Company and the Manager

7
 jointly shall be entitled to issue to the Escrow Bank a written Notice (“ Term Deposit
Request”) substantially in the format given in Annexure III to deposit or keep
deposited all or any part of the Escrow Amount in one or more term deposits with
the Escrow Bank (each, a Term Deposit) for such tenor as specified in the Term
Deposit Request and such rate of interest as agreed amongst the Company and the
Escrow Bank to place the amounts from Escrow Account in fixed deposits with a lien
marked in favour of the Manager. The Manager to the Buyback shall instruct the
Escrow Bank (as per format specified in Annexure IV) to place the amounts from
Escrow Account in fixed deposits with a lien marked in favour of the Manager. The
Term Deposit request will be booked at the earliest but not later than 1 (one)
Business Days from the receipt of the Term Deposit request. Upon maturity of the
Term Deposit(s) or upon the Term Deposit(s) being prematurely withdrawn, the
principal amount of the Term Deposit(s) shall be credited to the Escrow Account.
The Company shall provide instruction to the Manager to Buyback to liquidate
(whether prematurely or otherwise) the fixed deposits (as per format specified in
Annexure V) created in accordance with this Agreement. The Manager of Buyback
shall provide instruction to the Escrow Bank to liquidate (whether prematurely or
otherwise) the fixed deposits (as per format specified in Annexure VI) created in
accordance with this Agreement. The interest accrued and payable on the Term
Deposit(s) (net of applicable tax deduction and pre-mature termination charges, if
any) shall be credited to the account as specified in the Term Deposit Request or as
specified by the Company. In respect of tax deduction on interest paid on Term
Deposit(s), the beneficiary of the tax deduction certificates shall always be the
Company in whose name the Term Deposit has been booked.

4.10 The parties agree and acknowledge that:

4.10.1 The Escrow Cash Account and the Special Account shall have been opened pursuant
to, and specifically for the purposes of, this Agreement and shall be governed by the
provisions of this Agreement;

4.10.2 No cheques, demand drafts or other payment or delivery instruments shall be issued
and no credit facilities (by whatever name called) shall be granted or permitted in
respect of the Escrow Cash Account or Special Account, provided that this sub-clause
shall not prevent the Escrow Bank from issuing such cheques or other instruments
for payment of any amount pursuant to the terms of this Agreement;

4.10.3 The Escrow Cash Account and Special Account shall be used and operated only for
the purposes and in the manner provided in this Agreement and for no other use or
purposes and in no other manner; the Company hereby empowers the Manager, to
the exclusion of any other person, to instruct the Escrow Bank to make such
appropriation and/or payments from the Funds in the Escrow Cash Account and the
Special Account in accordance with the Buy-Back Regulations and subject to the
terms of this Agreement.

4.10.4 No amount may be withdrawn from the Escrow Cash Account or Special Account
except as specifically provided in this Agreement;

4.10.5 No Party shall be entitled to create any charge, mortgage, pledge, lien, hypothecation,
8
 right of set-off or other security or interest (by whatever name called) on or in
respect of, or otherwise deal with, the Escrow Cash Account and/or Special Account,
except as provided in this Agreement;

4.10.6 The Escrow Cash Account may not be closed except after payment of all amounts
due and the Special Account may not be closed except after payment of all
instruments issued from the Special Account for the purpose of payment of
consideration to the successful shareholders. Provided that the Escrow Cash Account
and Special Account shall be closed only after written confirmation from the
Merchant Banker in this regard.

4.10.7 The Escrow Bank shall have no right, interest, set-off right or lien of any kind
whatsoever over or in relation to the Escrow Cash Account and the Special Account,
save and except for any statutory / regulatory authority / court direction /order.

4.11 The Parties hereby specifically declare and undertake that they shall duly comply
with all Applicable Laws/ and statutory / regulatory guidelines in connection with
their respective obligations hereunder.

5. OBLIGATIONS OF THE MERCHANT BANKER

5.1 The Merchant Banker shall (a) monitor and supervise the disbursement of the
Escrow Amount from the Escrow Cash Account and Special Account in strict
compliance with the provisions of the SEBI Regulations and this Agreement; and (b)
issue written instructions and certifications to the Escrow Bank at all times in
accordance with this Agreement and the provisions of the SEBI Regulations only.

5.2 Subject to Clause 6.3, upon fulfillment of all of the obligations by the Company
under the SEBI Regulations, the Merchant Banker shall instruct the Escrow Bank in
writing in the form as set out in associated Annexures, to release the balance
amount lying in the Escrow Cash Account as per the SEBI Regulations.

6. OPERATION OF THE ESCROW CASH ACCOUNT AND SPECIAL ACCOUNT

6.1 The Escrow Bank shall be responsible for the maintenance of the Escrow Cash
Account and the Special Account and the monies deposited therein, and, subject to
Clause 4.6, shall act only upon, and shall honor, the written instructions issued by
the Merchant Banker, to the exclusion of all other persons. Company hereby
irrevocably and unconditionally empowers Merchant Banker, to the exclusion of any
other person, to instruct the Escrow Bank to make such appropriation and/or
payments from the amounts lying to the credit of the Escrow Cash Account and
Special Account in terms of the SEBI Regulations and subject to the provisions of this
Agreement.

6.2 A copy of every Communication given by the Merchant Banker to the Escrow Bank
shall be given by the Merchant Banker to the Company. Only on receipt of a
Communication from the Authorized Representative of the Merchant Banker shall
the Escrow Bank be entitled to release any amounts lying in the Escrow Cash
9
Account or Special Account for the purposes and in the manner specified as set
out in this

10
 Agreement, including by way of transfer to the Special Account. The Escrow Bank
shall not act under any instruction or certification not issued in accordance with this
Clause 6.2.

6.3 All transfers to and from the Escrow Cash Account and Special Account shall be
subject to the requisite regulatory approvals under the SEBI Regulations or any other
law for the time being force, if any, being obtained by the Company in this regard.

6.4 Notwithstanding anything to the contrary contained in this Agreement, the Escrow
Bank shall not have any bankers’ lien, interest, charge or right of set-off in
connection with any amounts lying to the credit of the Escrow Cash Account or on
the sums of monies lying to the credit of the Special Account with the Escrow Bank
except to the extent of unpaid fees of Escrow Bank. The Escrow Bank shall not be
entitled to deduct from the monies lying in the Escrow Cash Account or the Special
Account any fees, taxes, expenses and disbursements charged or incurred by them in
connection with this Agreement and under no circumstances shall the Escrow Bank,
whether due to delay in receipt of payment of any fees, expenses or disbursements
from the Company or for any other reason, withhold any transfer from the Escrow
Cash Account or the Special Account.

6.5 The Escrow Bank shall, subject to the Applicable Law, transfer all or any portion of
the amount lying in the Escrow Cash Account such sum as would, constitute NOT
MORE THAN 90% of the amount lying in the Escrow Cash Account.

6.6 Closure of the Offer

(a) Upon closure of the Offer, the Merchant Banker shall issue a Communication to the
Company requiring it to deposit such sum in the Special Account as would, together
with 90% of the Escrow Cash Amount, make up the entire sum due and payable by
the Company to the shareholders as consideration for acceptances received and
accepted under the Offer, or such part thereof as would be required to fulfill the
obligations of the Company in terms of the SEBI Regulations. The Company shall
fund the Special Account within 1 (one) Business Day of receipt of such
Communication from the Merchant Banker. A copy of such Communication shall be
provided to the Escrow Bank by the Merchant Banker. The Escrow Bank shall, on
receipt of such Communication from Merchant Banker, open the Special Account
with its branch at ICICI Bank Limited, Capital Markets Division, 1st Floor, 122, Mistry
Bhavan, Dinshaw Vachha Road, Backbay Reclamation, Churchgate, Mumbai -
400020, subject to receipt of all necessary forms / documentation from the
Merchant Banker and/or Company. Upon receipt of such Communication and
subject to the Escrow Bank confirming the opening of the Special Account, the
Company shall forthwith remit such sums as set out in the said Communication to
the Special Account.

(b) Notwithstanding anything contained in this Agreement, the Parties undertake to

perform their respective obligations under this clause promptly in order to ensure
that the Special Account is funded within such time period so as to facilitate
payment to shareholders, who have validly tendered shares under the Offer. The
11
Merchant Banker undertakes that it shall administer the Special Account and the
monies lying

12
 therein strictly in accordance with the provisions of the SEBI Regulations.

(c) Upon receipt of the Communication from the Merchant Banker certifying that the
Offer has closed, the Escrow Bank shall transfer the Escrow Amount lying in the
Escrow Cash Account in the following manner:

i. Firstly, upon receipt of certificate from the Merchant Banker in the form and
manner as set out in Annexure VII, the Escrow Bank shall within (one)
business day (not later than the required statutory period) transfer from
Escrow Cash Amount to the Special Account such sum as would, constitute
NOT MORE THAN 90% of the amount lying in the Escrow Cash Account.

ii. Secondly, the Company shall after the date of closure of the Offer under the
instructions of Manager deposit such amount as may be required in the
special account, which would together with the amount transferred from
escrow account to the special account make-up the entire sum due and
payable as consideration for buy-back in terms of SEBI Regulations.

iii. Thirdly, on receipt of certificate from the Merchant Banker in the form and
manner as set out in Annexure VIII that the Company has complied with all
obligations under the SEBI Regulations, the Escrow Bank shall transfer to the
Company within 1 (one) Business day, the balance of the amounts lying in
the Escrow Cash Account to the Bank account of the Company.

(d) The Company hereby agrees that the unclaimed balance lying to the credit of the
Special Account at the end of 7 (Seven) years from the date of deposit thereof shall
be transferred within 7 (seven) business days to the Investor Protection and
Education Fund established under the Securities and Exchange Board of India
(Investor Protection and Education Fund) Regulations, 2009. Written instructions for
effecting such transfer may be given by the Merchant Banker to the Escrow Bank in
the form and manner set out in Annexure IX attached herewith.

6.7 Save and except due to a breach of this Agreement by the Escrow Bank or due to its
negligence, fraud or default, the Escrow Bank shall not be under any obligation to
make funds available in the Escrow Cash Account or the Special Account or to honor
any debit instructions whether through NEFT/RTGS or otherwise, unless there are
sufficient monies in such account or monies are credited into such accounts by the
Company.

6.8 The Escrow Cash Account and Special Account shall be closed upon transfer of all
monies therein, in accordance with the terms of this Agreement, confirmation of
which shall be provided to the Merchant Banker in the format of Annexure X.
Notwithstanding anything contained herein, the Escrow Cash Account and/or the
Special Account shall not be closed without the prior written consent of the
Merchant Banker which consent shall be granted in accordance with the provisions
of the SEBI Regulations. The Parties agree that in the event that the Escrow Bank is
directed to close the Escrow Cash Account or the Special Account by an order of a
statutory, regulatory or judicial authority in India, the Escrow Bank shall promptly
13
provide a copy

14
 of such order to the Merchant Banker and the Company and shall consult the other
Parties and jointly agree on the procedure to be followed for the closure of the
Escrow Cash Account or the Special Account.

6.9 The Escrow Bank shall retain the Escrow Amount in the Escrow Cash Account at all
times save and except when required to or instructed to transfer such Escrow
Amount pursuant to and/or in accordance with the terms of this Agreement.

6.10 In the event of any adverse claims or demands on all or any portion of the funds in
the Escrow Cash Account that result from any disagreement on the scope or
interpretation of the provisions of this Agreement, the Escrow Bank shall retain such
funds in the Escrow Cash Account until it shall have received:

6.10.1 Written directions signed by the Merchant Banker acting in accordance with the SEBI
Regulations provided that in the event of any conflict between the provisions of this
Agreement and the SEBI Regulations, the Agreement and the SEBI Regulations shall
be read harmoniously, failing which, the provisions of the SEBI Regulations shall
prevail and the Merchant Banker shall provide appropriate instructions to the
Escrow Bank to that effect; or

6.10.2 A final order from a court of competent jurisdiction appropriately directing the
Escrow Bank with regard to the release of the balance in the Escrow Cash Account.

7. REPRESENTATIONS AND WARRANTIES

7.1 The Merchant Banker represents and warrants that:

7.1.1 It is a company duly incorporated, validly existing and in good standing under the
laws of India and is duly qualified and licensed to do business in India;

7.1.2 The execution and delivery of this Agreement will not result in breach of any terms
and conditions of its constitutional documents, or other obligations to which it is
bound or any order, judgment or decree of any judicial, quasi-judicial or
government/regulatory body, or constitute default under or violate any Applicable
Laws ;

7.1.3 All consents, approvals and authorizations (if any) required to be obtained by it for
the execution, delivery, performance and consummation of this Agreement and the
transactions contemplated hereunder have been obtained.

7.1.4 It shall issue instructions and certifications to the Escrow Bank at all times in
accordance with this Agreement and the provisions of the SEBI Regulations only.

7.2 The Company hereby represent and warrants that:

7.2.1 It is a company duly incorporated, organized, validly existing and in good standing

15
 under the laws of India;

7.2.2 The execution and delivery of this Agreement will not result in breach of any terms
and conditions, or constitute default under applicable laws or other obligations to
which it is bound or violate any rule, regulation or law of any Government or any
order, judgment or decree of any court or government body by which it is bound;

7.2.3 The execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorised by all necessary
corporate action;

7.2.4 It will comply with Applicable Laws; and

7.2.5 The Company has not, directly or indirectly, taken any action by which the monies
deposited in the Escrow Cash Account or the Special Account are, in any way
encumbered, or by which there is any impediment or restriction on disposal of the
monies therein, in accordance with the terms of this Agreement.

7.3 The Company and Manager represent that they are not owned or controlled by any
promoter, director, officer or employee of Escrow Bank or any relative of such
promoter, director, officer or employee of Escrow Bank or the senior management
of Escrow Bank (as listed under the link ‘Senior Management’ on Escrow Bank’s
website (www.icicibank.com) of Escrow Bank. Further, during the validity of this
Agreement if it comes to the notice of the Company and/or the Manager that there
exists a business relationship with any of the promoter, director, officer or senior
management of Escrow Bank, the Company and/or the Manager undertake to
inform Escrow Bank accordingly on immediate basis.

7.4 The Company and the Manager shall make available to the Escrow Bank and its
personnel or auditors (internal or external) and regulators (including but not limited
to the Reserve Bank of India (RBI) or persons authorised by the RBI) access to the
related documents, records of transactions, books and account, and other necessary
information given to, stored or processed by them under this Agreement; within a
reason- able time.

8. REPLACEMENT OF THE ESCROW BANK

8.1 The Company may at will, after obtaining the prior written consent of the Merchant
Banker and subject to approval from regulatory authorities, replace the Escrow Bank
by issuing a Communication to such effect. Within 7 (Seven) Business Days of receipt
of such Communication, the Escrow Bank shall transfer the Escrow Amount and/or
amounts lying in the Special Account to the person/successor Escrow Bank so named
in the Communication from the Merchant Banker. A copy of the Merchant Banker’s
consent to replace the Escrow Bank shall be provided to the Escrow Bank along with
such Communication.

8.2 On completion of the transfer of the Escrow Amount and amounts lying in the
Special Account to the successor Escrow Bank in accordance with the terms
16
of this

17
 Agreement, the Escrow Bank shall be fully discharged from all further obligations in
connection with this Agreement.

8.3 Save as except to provisions provided in the Clause 8.4, Escrow Bank shall not resign
or allow termination of this Agreement on its own unless required under the laws of
land or where Escrow Bank has become insolvent or serious disabilities occur with
Escrow Bank due to which it cannot continue to act as an Escrow Bank. In such cases,
Escrow Bank in consultation with Company, shall find and replace New Escrow Bank
on the same terms and conditions as this agreement stands.

8.4 The Escrow Bank shall have the right to cease/resign as an escrow Bank by giving 30
(thirty) days prior written notice to the Parties. The Parties shall within the notice
period appoint any successor Escrow Bank to perform the acts and duties of the
Escrow Bank, failing which the Escrow Bank shall on the expiry of the notice period
transfer the funds lying to the credit of the Escrow Cash Account & Special Account
to an account designated by the Company. The Escrow Bank shall in no way be liable
for any losses that may have been incurred due to such act of appointment or
resignation undertaken in terms of this sub-clause.

9. TERMINATION

9.1 This Agreement shall terminate on:

9.1.1 completion of actions and events as contemplated under Clause 6.8 of this
Agreement, upon the Escrow Amount and all monies lying in the Special Account,
being withdrawn completely in accordance with the provisions of this Agreement; or

9.1.2 prior to the occurrence of the events in sub-clause 9.1.1 above, upon Escrow Bank
handing over the Escrow Cash Amount and all monies lying in the Special Account, to
the successor Escrow Bank as referred to in Clause 8 of this Agreement.

9.2 If the following events occur in relation to any Party (such Party the “Affected
Party”), the other Parties shall be entitled by notice in writing to terminate this
Agreement (in relation to its rights and obligations with respect to the Affected Party
and without prejudice to any accrued rights):

9.2.1 a court of competent jurisdiction makes an order or a resolution is passed for the
winding-up, dissolution, liquidation or administration of a Party; or

9.2.2 if the Merchant Banker’s engagement by the Company is terminated

Provided that any termination of this Agreement by the Escrow Bank pursuant to
Clause 9.1.2 shall only become effective on the appointment of a successor Escrow

18
 Bank in terms of Clause 8.

10. THE ESCROW BANK HEREBY REPRESENTS AND WARRANTS THAT;

10.1 The Escrow Bank is a scheduled commercial bank duly constituted and is duly
licensed to do business in India and has a valid and existing registration with SEBI as
a banker to an issue and such registration shall remain valid till the date of
completion of all its obligations under this Agreement, and has all requisite legal
power, authority and resources to enter into this Agreement and to perform its
duties and obligations hereunder;

10.2 This Agreement constitutes the valid, legal and binding obligations of the Escrow
Bank enforceable in accordance with the terms of this Agreement;

10.3 The execution and delivery of the Escrow Agreement by the Escrow Bank has been
duly authorized by all requisite and corporate actions and will not contravene any
provision of or constitute a default under, any other law, agreement or instrument
to which it is a party;

10.4 The Escrow Bank is not aware of any other charge or security interest or
encumbrance granted over the Escrow Cash Account in favour of any person.

10.5 The Escrow Bank may rely upon the authenticity of any communication or
documents believed by it to be authentic.

10.6 The duties and responsibilities of the Escrow Bank shall be restricted to the
directions of the Manager and the terms of this Agreement only and the Escrow
Bank shall not be responsible for the performance or non-performance and the
observance or non- observance of any contractual or any legal obligations by any
other party. Notwithstanding anything contained in this Agreement, the terms and
conditions stated in any other document than this Agreement are not binding on the
Escrow Bank and the Escrow Bank shall not be liable and responsible to observe
compliance of the same under any circumstances.

10.7 The Escrow Bank shall have no liability to the Company or the Manager for any loss
or damage that either or any may claim to have suffered or incurred either directly
or indirectly, by reason of this Agreement or any transaction or service
contemplated by the provisions of this Agreement unless caused by the gross
negligence or willful misconduct or fraud of the Escrow Bank.

10.8 The Escrow Bank is not expected or required to be familiar with the provisions of any
other agreement or documents, and shall not be charged with any responsibility or
liability in connection with the observance of the provisions of any such other
agreement.

10.9 The Escrow Bank is hereby authorized to comply with and obey all orders,
judgments, decrees or writs entered or issued by any court, and in the event the
Escrow Bank obeys or complies with any such order, judgment, decree or writ of any
19
court, in whole

20
 or in part, it shall not be liable to the Company or the Manager, nor to any other
person or entity, by reason of such compliance, notwithstanding that it shall be
determined that any such order, judgment, decree or writ be entered without
jurisdiction or be invalid for any reason or be subsequently reversed, modified,
annulled or vacated.

10.10 The Escrow Bank may rely upon any notice or certificate believed by it to be genuine
and correct and to have been signed by, or with the authority of, the proper person
and not on its face contrary to any provision of this Agreement and the Escrow Bank
shall not be bound in any such case to call for further evidence or be responsible for
any losses, liabilities, costs, damages, expenses or inconvenience that may be
occasioned by its failure to do so.

10.11 This Agreement expressly sets forth all the duties of the Escrow Bank with respect to
any and all matters pertinent hereto. No implied duties or obligations shall be read
into this Agreement against the Escrow Bank.

10.12 Any act done by the Escrow Bank in terms of this agreement upon the instructions of
the Company or the Manager shall be construed to be an act done in good faith and
it shall not be contested by the Company or the Manager. All the Parties to this
Agreement agree that the Escrow Bank shall not be liable for any action or for the
performance of its duties done in good faith as specified in this Agreement or while
acting in accordance with the advice or opinion of its counsels, accountants or other
skilled persons.

10.13 In case of any inconsistency with regard to the role of Escrow Bank, the provisions of
this agreement shall prevail.

10.14 Any act to be done by the Escrow Bank shall be done only on a Business Day, during
banking business hours, at Mumbai, India and in the event that any day on which
the Escrow Bank is required to do an act, under the terms of this Escrow Agreement,
is a day on which banking business is not, or cannot for any reason be conducted,
then the Escrow Bank shall do those acts on the next succeeding Business Day.

10.15 The Escrow Bank is not required to withhold any amount from or in respect of the
transactions contemplated herein, pursuant to any law, including, without
limitation, any requirement for withholding tax. Provided however, any interest
payments paid by the Escrow Bank in accordance with the terms of this Agreement
shall be subject to deduction of withholding tax. However, in the event of any
governmental authority
/investigating agency/enforcement agency issuing any direction/orders to the
Escrow Bank to withhold, any amount lying in the above Accounts or direct/order to
act as per the direction/order of such authorities, the Escrow Bank shall comply with
such orders/direction with prior intimation to the escrow parties.

10.16 The Escrow Bank shall not be concerned with any inter se disputes or claims
between the Parties.

21
10.17 The Escrow Bank shall act only in accordance with the written instructions from the

22
 Merchant Banker and the Company as expressly provided in this Agreement and
shall not be deemed to be fiduciary or a trustee or have any obligations of a fiduciary
or a trustee under the terms of this Agreement.

10.18 The Escrow Bank will not be required to institute or defend any action involving any
matters referred to herein or which affect it or its duties or liabilities hereunder.

10.19 In no event shall the Escrow Bank be liable for indirect, special or consequential
damages.

10.20 It is expressly agreed by and between the Parties hereto that the Company shall
bear and pay upfront all the costs, charges and expenses including the fees of the
Escrow Bank’s advocate(s) that may be incurred by Escrow Bank on account of any
litigation arising out of or in connection with this Agreement. In the event Escrow
Bank, without prejudice to its rights herein, happens to incur any such costs, charges
and expenses, the same shall be reimbursed by the Company to Escrow Bank
immediately upon demand from Escrow Bank.

10.21 Any act to be done by the Escrow Bank shall be done only on a Business Day, during
normal banking business hours, and in the event that any day on which the Escrow
Bank is required to do an act under the terms of this Agreement is not a Business
Day or the instructions from the Merchant Banker or the Company are received
after 5:00 PM, then the Escrow Bank shall do those acts on the next succeeding
Business Day.

10.22 The Escrow Bank, at its sole discretion, shall be entitled to refrain from taking
actions that are determined by it as being in contravention of Applicable Law.

10.23 In respect of any notices that are to be provided by the Parties to the Escrow Bank in
accordance with the terms of this Agreement, the Escrow Bank shall be entitled to
rely upon the contents of such notices as being true and shall not be liable to any
Party in the event of the contents of such notice being false or incorrect in any
manner whatsoever.

11. COMMUNICATIONS

11.1 All Communications required to be given under this Agreement or for the purposes
of this Agreement shall be given by the sender to all of the other Parties and
delivered personally, or sent by prepaid registered mail, courier or transmitted by
facsimile or email as per Clause 11.2 below at the addresses which are set out herein
below.

23
11.2 Details of all the Parties are set out herein below: -

11.2.1 to the Company at:

QUICK HEAL TECHNOLOGIES LIMITED
Attention: Srinivasa Rao Anasingaraju
Address: Marvel Edge, Office No. 7010 C&D,
7th Floor, Opposite Neco Garden Society,
Viman Nagar, Pune- 411014
Email: [email protected]
Tel: +91 20-66813232

11.2.2 to the Merchant Banker at:

AMBIT PRIVATE LIMITED
Attention: Praveen Sangal
Address: Ambit House,
449, Senapati Bapat Marg,
Lower Parel, Mumbai- 400013
Email: [email protected]
Tel: +91 22 3982 1911

11.2.3 to the Escrow Bank at:

ICICI BANK LTD
Attention: Saurabh Kumar
Address: ICICI Bank Limited, Capital Market Division,
1st Floor,122 Mistry Bhawan, Dinshaw Vachha Road,
Next to KC College,Churchgate,Mumbai-400020
Email: [email protected]

11.3 Any change in the details provided in the preceding sub-clause in respect of any
Party shall be notified by such Party to both the other Parties by issuing a
Communication and such change shall come into effect on the expiry of 3 (Three)
Business Days from the date of delivery of such Communication.

11.4 A Communication shall be deemed delivered upon receipt. A Communication shall

be deemed to have been received by a Party on a Business Day only if it is received
prior to 17:00 Hours on that Business Day. The Communications received after 17:00
Hours on a Business Day or on a day that is not a Business Day shall be deemed to be
received on the immediately succeeding Business Day, which shall be taken to be the
first day for the purposes of calculating any stipulated period set out in this
Agreement.

11.5 The Company and the Merchant Banker, jointly and severally agree that the Escrow
Bank shall be entitled to rely on the veracity of a Communication from an Authorised
Representative as received by the Escrow Bank.

11.5.1 The Company and Merchant Banker wish to send instructions and receive
instructions, escrow cash account statements, certificates, records communication
by email (in this clause 11.5, “Instructions”) for Escrow Cash Accounts, maintained
24
with Escrow Bank, as per the terms of the Escrow Agreement. The Company and
Merchant

25
 Bank, jointly and severally request Escrow Bank to honour only those Instructions
which emanate from the above mentioned email ids.

11.5.2 In the event the written instructions to the Escrow Bank by the Merchant Banker
and/or the Company are communicated through electronic mail (‘e-mail’)/ fascimile,
the Escrow Bank shall not be responsible or liable for determining the authenticity or
accuracy of the same, and shall be entitled, but not obliged to rely upon the
instructions on an ‘as it is’ basis. The Company hereby agree to indemnify and keep
indemnified the Escrow Bank and saved harmless from all claims, losses, damages,
costs including legal expenses which the Escrow Bank may incur or suffer on account
of accepting written instructions as stated above and/or as a result of accepting and
acting (or not accepting or omitting to act) upon all or any of the instructions given
or deemed to have been given or purportedly given by or on behalf of the Merchant
Banker and/or the Company.

11.5.3 The Company and Merchant Banker shall, jointly and severally be responsible for
verifying the authenticity and security of any such Electronic Communications sent,
received and accessed by the Company and Merchant Banker.

11.5.4 The Company and Merchant Banker shall receive Escrow Cash Account statement
each day till the closure of Offer.

Upon receipt of each Escrow Cash Account statement, the Company and the
Merchant Banker, jointly and severally agree to immediately (and in any event no
more than 7 (Seven) Business Days from the receipt of the Escrow Cash Account
statement) notify Escrow Bank in writing of any noticeable errors, omissions,
irregularities, including any fraudulent or unauthorized transactions or any other
objections the Company and the Merchant Banker have to that Escrow Cash Account
statement.

12. INDEMNITIES

12.1 Company undertakes to indemnify and hold harmless the Escrow Bank and the
Merchant Banker (each an “Indemnified Party”) against and from all costs, damages,
losses, liabilities and expenses which may be imposed on, incurred by or asserted at
any time against the Indemnified Party in any way arising out of the performance/
discharge of the duties by Indemnified Party in terms hereof or the default or
misconduct and/or breach by Company of its obligations under this Agreement and
the SEBI Regulations or against any fine imposed by SEBI or any other regulatory
authority as may be incurred by the Indemnified Party in connection with
investigating, preparing to defend, defending or appealing against any action, suit,
proceeding, claim, inquiry or investigation which may be asserted against or
threatened to be so asserted, or incurred by the Indemnified Party, directly or
indirectly arising out of or in connection with or as a consequence of the failure of
the Company in performing its duties and responsibilities under this Agreement or
operation of the Escrow Cash Account or any breach of its representations and
warranties under this Agreement. The Company agrees and confirms that this
indemnity shall remain valid and subsisting and binding upon them, notwithstanding
closure of the Escrow Cash Account/s and/or termination of this Agreement. The

26
 indemnity provided in favor of the Escrow Bank shall survive the termination of the
escrow agreement. However, the above indemnities shall not apply to claims,
actions, damages and expenses that Escrow Bank or the Merchant Banker suffers or
incurs due to its own negligence or willful misconduct.

12.2 The Escrow Agent shall indemnify and keep the Company and the Merchant Banker,
and their Affiliates (“Indemnified Party”), indemnified and hold each of them
harmless from and against any and all losses, liabilities, claims, actions, damages,
fees and expenses claimed (including lawyers’ fees and disbursements, any fine or
penalty imposed by or inquiry of other proceeding initiated by SEBI or any other
regulatory authority) (together, “Claims”), arising out of or in connection with a
breach or delay by the Escrow Agent in the performance of its obligations and duties
under this Agreement, any breach of its representations and warranties or any of the
terms of this Agreement or any applicable law in connection with the performance
of obligations under this Agreement. The Escrow Agent shall not in any case
whatsoever use the assets held in the Escrow Cash Account and or Special Account
to satisfy this indemnity.

It is understood that Escrow Agent’s liability to release the amount lying in the
Escrow Account under this Agreement shall not be affected, varied or prevented by
any underlying dispute between the other Parties pending before any government
authority, including SEBI and the courts of competent jurisdiction in India, unless
there is a specific order from such government authority, including SEBI and the
courts of competent jurisdiction in India, to that effect and unless the same is
furnished to the Escrow Agent by the Party concerned.

13. MISCELLANEOUS

13.1 Confidentiality:

No Party shall disclose to others the existence or terms of this Agreement or any
other agreements if any, or disclose to others, any confidential or proprietary
information of any other Party, except with the prior written consent of such other
Party. The obligation of any Party to keep information confidential shall not apply to
any disclosure requested or required to be made to the following:-

13.1.1 to any government or regulatory authority; or

13.1.2 to third parties pursuant to this Agreement, any law, regulation or order of a court
or regulatory authority of competent jurisdiction; or

13.1.3 to shareholders of the Company, in accordance with the provisions of the SEBI
Regulations; or

13.1.4 to the relevant advisors, employees and agents of the Party.

Further, notwithstanding the above, all Parties acknowledge that this Agreement
would be available for inspection to the shareholders of the Company during the
27
Offer

28
 period.

13.2 Force Majeure

No Party shall be held liable for any failure to perform its obligations hereunder, or
for any delay in the performance thereof, due to causes beyond its control,
including, but not limited to, acts of God, public enemy, acts of government (for
which such party is not responsible), natural disaster, fire, floods, war, explosions or
earthquakes. Provided that such Party shall notify the other Parties without delay
and within 2 (Two) Business Days thereafter shall provide detailed information
concerning such event and documents evidencing such event, explaining the reasons
for its in ability to execute, or for its delay in the execution of, all or part of its
obligations under this Agreement. The Parties shall take all reasonable steps within
their power to recommence performance of this Agreement on the ceasing of such
event. Provided further that even in the event of such force majeure event, unless
required by law or instructed otherwise by the Merchant Banker, the Escrow Agent
shall not release the Funds until the cessation of such force majeure event and shall
thereafter release the same only in accordance with this Agreement.

13.3 Assignment

No rights or liabilities under this Agreement shall be assigned by any of the Parties
hereto without having obtained the prior written consent of the other Parties.

13.4 Amendment

This Agreement shall not be amended except by an instrument in writing signed by

all of the Parties hereto.

13.5 Governing Law, Jurisdiction

This Agreement shall be governed by and construed in accordance with laws of India
only and the parties hereto irrevocably and exclusively submit to the jurisdiction of
the Courts in Mumbai to try any suit, proceedings in connection therewith/in that
behalf.

13.6 Subject to the terms and conditions of this Agreement, each Party shall use its
respective reasonable best efforts to take, or cause to be taken, all actions and to
do, or cause to be done, all things necessary or desirable under applicable laws, and
take all such other actions and to execute all such documents, certificates,
agreements and other writings as such Party may reasonably be requested to take or
execute by the other Party from time to time, to effectuate the provisions and
purposes of this Agreement.

13.7 Counterparts

This Agreement may be executed in one or more counterparts each signed by one of

29
 the Parties and each such counterpart shall be deemed to be an original agreement.

13.8 Waiver

No failure by a Party to take any action with respect to a breach of this Agreement or
a default by any other Party shall constitute a waiver of the former Party's right to
enforce any provision of this Agreement or to take action with respect to such
breach or default or any subsequent breach or default. Waiver by any Party of any
breach or failure to comply with any provision of this Agreement by a Party shall not
be construed as, or constitute, a continuing waiver of such provision, or a waiver of
any other breach of or failure to comply with any other provision of this Agreement,
unless any such waiver has been consented to by the other Parties in writing.

13.9 Stamp Duty, Statutory Charges & Penalties

In case the Escrow Bank is required to make any payments such as stamp duty,
stamp duty penalties and/or any other statutory or regulatory charges and duties on
and in relation to this Escrow Agreement and any other related documents, whether
at the time of execution or thereafter then, the Escrow Bank shall be entitled to
recover the same from Company and not from the Escrow Amount.

The parties agree and undertake to pay or reimburse to Escrow Bank immediately on
demand without any dispute all costs, charges and expenses arising out of or in
connection with this Escrow Agreement or incidental to the enforcement of any of
the provisions of this agreement or in connection with any stamp duty, statutory
taxes, charges, duty, etc. or duty required to be paid by Escrow Bank under this
agreement or with respect to amendment, waiver or consent relating to this
agreement.

13.10 No Third Party Rights

This Agreement is solely for the benefit of the Parties hereto and is not intended to
provide any rights or obligations in favour of any third parties.

13.11 Waiver

The exercise of any rights of enforcement or other remedies stated herein shall not
preclude, or be deemed a waiver of, any other enforcement rights or remedies
available to either Party, under Law or otherwise.

13.12 Severability

If any provisions of this Agreement are held to be unenforceable, illegal or void, the
remaining provisions shall be unaffected and remain in full force and effect.

13.13 Entire Agreement

This Agreement constitutes the entire agreement between the parties hereto with

30
 respect to the subject matter hereof and supersedes any prior written or oral
undertakings, except for the engagement letter executed between the Company and
the Merchant Banker. No amendment or termination hereof shall be binding unless
agreed to in writing by all the Parties hereto.

13.14 Survival

The provisions of Clauses 7, 9, 12, 13.1, 13.5, and 13.14 shall survive the termination
of this Agreement.

13.15 Litigation & Related Expenses:

It is expressly agreed by and between the parties hereto that the Company and
Manager shall, jointly and severally bear and pay upfront in equal proportion all the
costs, charges and expenses including the fees of the Escrow Bank’s Advocate/s that
may be incurred by the Escrow Bank on account of any litigation arising out of or in
connection with this Agreement and the Escrow Bank shall not be required or liable
to bear or pay any such costs and expenses. In the event the Escrow Bank, without
prejudice to its rights herein, happens to incur any such costs, charges and expenses
(including fees of Escrow Bank’s Advocate/s), the same shall be reimbursed by the
Company and the Manager, jointly and severally to Escrow Bank in equal proportion
immediately upon demand from the Escrow Bank without raising any dispute.

31
In witness whereof the Parties have caused these presents to be executed as hereinafter
appearing.

Signed and delivered for and on behalf of

Quick Heal Technologies Limited
For Quick Heal Te:d:l.r:lQIQgi��- lt:im!t,ed

�
Authorised Signatory
Name : Kailash Katkar
Title : Director

22
Signed and delivered for and on behalf of
Ambit Private Limited

Name : Praveen Sangal

Title : Director

23
Signed and delivered for and on behalf of
ICICI Bank

Name : Saurabh Kumar

Title : Assistant Relationship Manager

24
 SCHEDULE A

Authorized Representative appointed by Merchant Banker

Merchant Banker
(The Escrow Account and Special Escrow Account would be operated by any two (2) of the below
signatories)
Name Designation Specimen signature

Managing Director & Head

Vikas Khattar
- ECM & FSG

Praveen Sangal Director

Nikhil Bhiwapurkar Associate Vice President

25
 Annexure I - Acknowledgement from [Escrow Bank]

Form of written instruction referred to in Clause 4.5 of the Agreement

Date:

To
Merchant Banker

Re: Confirmation on credit of Escrow Amount to “Quick Heal Technologies Limited Buyback
Escrow A/c”

This has reference to the Escrow Agreement dated [●] executed between Company, Lead
Manager and ICICI Bank Ltd (“Escrow Agreement”). Terms used but not defined in this letter
shall have the same meaning attributed to them under the Escrow Agreement.

Pursuant to Clause 4.5 of the Escrow Agreement, we hereby acknowledge/ confirm that:

We are in receipt of [Rs. [●] (Rupees [●] Only)] (“Escrow Deposit”) and the said Escrow Deposit
has been deposited in the Escrow Cash Account (Account No [●] ) maintained with us.

Yours faithfully,

For [Escrow Bank]

Authorised Signatory

cc to the Company

26
 Annexure II
Form of written instruction referred to in Clause 4.8. of the Agreement

[Date]
[●]
Attention: [●]

Dear Sir

ESCROW AGREEMENT

This has reference to the Escrow Agreement dated [●] executed between Company, Lead
Manager and ICICI Bank Ltd (“Escrow Agreement”).

Terms used but not defined in this letter shall have the same meaning attributed to them
under the Escrow Agreement.

Pursuant to Clause 4.8 of the Escrow Agreement, we hereby (i) authorize you to debit the
“[●]” bearing account number [●] for the value of [●] (Rupees [●]) to the broker pool
account in the following manner:

Name of the broker Account Bank Branch & IFSC Amount

Number Code
(In Rs.)

[●] [●] [●] [●]

Yours faithfully

For

cc to the Company

27
 Annexure III
Form of Term Deposit Request referred to in Clause 4.9 of the Agreement

Date:

To
The Manager to the Buyback

Sub: Placing of Term Deposit for amount of Rs. [●] from Escrow account

Dear Sir,

This has reference to the Escrow Agreement dated [●] executed between Company, Lead Manager
and ICICI Bank Ltd (“Escrow Agreement”). Terms used but not defined in this letter shall have the
same meaning attributed to them under the Escrow Agreement.

As per Clause 4.9 of the Escrow Agreement, we request you to please book a Term Deposit of Rs.
[●] in the account bearing account name and No. is [●] [●] with a lien marked in a favor of the
Manager to the buyback for a period of [●] days.

Upon maturity or pre-mature termination of the Term Deposit, you are hereby requested to credit
the principal amount of the Term Deposit to the Escrow Account. The interest amount on the Term
Deposit (net of any applicable tax deduction and pre-mature termination charges) shall be paid to
Company by crediting the net interest amount to the following account of Company:-

Beneficiary Name
Beneficiary Account Number
Beneficiary Bank
Mode of Payment (RTGS / NEFT / Demand Draft /
Funds Transfer)
IFSC Code

Note: FD Type is deposit with premature withdrawal

Thanking you

Yours sincerely,
Company

By: (Authorised Representative)

28
 Annexure IV
Form of written instruction referred to in Clause 4.9 of the Escrow Agreement

Date:

To,

The Escrow Agent

[insert address]

Sub: Creation of fixed deposit in respect of the Escrow Account

This has reference to the Escrow Agreement dated [●] executed between Company, Lead Manager
and ICICI Bank Ltd (“Escrow Agreement”). Terms used but not defined in this letter shall have the
same meaning attributed to them under the Escrow Agreement.

In terms of Clause 4.9 of the Escrow Agreement, we request you to place the Escrow Amount Rs.
[●] in fixed deposit in the account bearing account name and No. is [●] [●] with a lien marked in a
favor of the Manager to the buyback. This FD to be credited in the Escrow account (name and No. is
[●] [●] upon maturity. )

Note: FD Type is deposit with premature withdrawal

Yours faithfully,

From (Manager to the Buyback)

Authorised Representative
Name:
Designation:

Cc:

(Company)
[Insert address]

29
 Annexure V
Form of written instruction referred to in Clause 4.9 of the Escrow Agreement

Date:

To,
The Manager to the Buyback
[insert address]

Subject: Regarding liquidation of the fixed deposits in the Escrow Amount

This has reference to the Escrow Agreement dated [●] executed between Company, Lead Manager
and ICICI Bank Ltd (“Escrow Agreement”). Terms used but not defined in this letter shall have the
same meaning attributed to them under the Escrow Agreement.

We confirm that in terms of Clause 4.9 of the Escrow Agreement, we wish to liquidate fixed deposit
(mention FD no.) of Rs. [●] and transfer the principal amount to the escrow account bearing
account name [●] and No. [●] and the interest on the said fixed deposit, be transferred to account
bearing account name [●] and No . [●].

Yours faithfully,

For (Company)

Authorised Representative
Name:
Designation:

30
 Annexure VI
Form of written instruction referred to in Clause 4.9 of the Escrow Agreement

Date:
To,

The Escrow Agent

[insert address]

Dear Sirs,
Subject: Request to liquidate fixed deposits in the Escrow Amount

This has reference to the Escrow Agreement dated [●] executed between Company, Lead Manager
and ICICI Bank Ltd (“Escrow Agreement”). Terms used but not defined in this letter shall have the
same meaning attributed to them under the Escrow Agreement.

Pursuant to Clause 4.9 of the Escrow Agreement, we request you to liquidate fixed deposit
(mention FD no.) of Rs. [●] and transfer the principal amount to the escrow account bearing
account name [●] and No. [●] and the interest on the said fixed deposit, be transferred to account
bearing account name [●] and No. [●].

Yours faithfully

For (Manager to the Buyback)

Authorised Representative
Name:
Designation:

Cc:

(Company)

31
 Annexure VII
Form of written instruction referred to in Clause 6.6 (c) (i) of the Agreement

[Date]
[●]
Attention:

Dear Sirs

Subject: Request to transfer funds from “Quick Heal Technologies Limited Buyback Escrow
A/c” to “Quick Heal Technologies Limited Buyback Special A/c”

This has reference to the Escrow Agreement dated [●] executed between Company, Lead
Manager and ICICI Bank Ltd (“Escrow Agreement”). Terms used but not defined in this letter
shall have the same meaning attributed to them under the Escrow Agreement.

Pursuant to Clause 6.6 (c) (i) of the Escrow Agreement, we hereby irrevocably direct you to
release the amount of Rs [●] (Rupees [●] only) from the “Quick Heal Technologies Limited
Buyback Escrow Cash A/c” (Account No. [●] ) to the “Quick Heal Technologies Limited
Buyback Special A/c” (Account No.[●]) as per details below.

Name : [●]

Bank Name : [●]

Bank Address : [●]

Account No. : [●]

Type of Account : [●]

IFSC Code : [●]

We confirm that the release of the above amount by you in accordance with our instructions
herein is in accordance with SEBI Regulations and other applicable rules and regulations.

Yours faithfully
For

cc to the Company

32
 Annexure VIII
Form of written instruction referred to in Clause 6.6(C)(iii) of the Agreement

[Date]
[Escrow Bank]
Attention: [ ]

Dear Sirs

Re: Request to transfer funds from “Quick Heal Technologies Limited Buyback Escrow A/c”
on Closure of Offer

This has reference to the Escrow Agreement dated [●] executed between Company, Lead
Manager and ICICI Bank Ltd (“Escrow Agreement”). Terms used but not defined in this letter
shall have the same meaning attributed to them under the Escrow Agreement.

Pursuant to Clause 6.6.(C)(iii) of the Escrow Agreement, we hereby irrevocably direct you to
release the Escrow Amount of Indian Rupees [●], to Company, within 1 (One) business day,
in the following bank account.

Bank Details -
Bank:
Branch:
Account Name:
Account No.:
IFSC Code.:

We confirm that the release of the Escrow Amount by you in accordance with our
instructions herein is in accordance with SEBI Regulations.

Yours faithfully

For

cc to the Company

33
 Annexure IX
Form of written instruction referred to in Clause 6.6 (d) of the Agreement

[Date]
To,
[Escrow Bank]

Attention: [●]

Dear Sirs

Subject: Request to transfer the unclaimed amount in Quick Heal Technologies Limited
Buyback Special A/c to the Investor Protection and Education Fund

This has reference to the Escrow Agreement dated [●] executed between Company, Lead
Manager and ICICI Bank Ltd (“Escrow Agreement”). Terms used but not defined in this
letter shall have the same meaning attributed to them under the Escrow Agreement.

Pursuant to Clause 6.6 (d) of the Escrow Agreement, we hereby irrevocably direct you to
transfer entire sum of Indian Rupees [●] lying with the Quick Heal Technologies Limited
Buyback Special A/c to the Investor Protection and Education Fund established under the
Securities and Exchange Board of India (Investor Protection and Education Fund)
Regulations, 2009 (as amended from time to time).

We confirm that such debit of the Special Account and transferring the sum to Investor
Protection and Education Fund by you are in accordance with the SEBI Regulations and
other applicable rules and regulations.

For

cc to the Company

34
 Annexure X

Form of written instruction referred to in Clause 6.8 of the Escrow Agreement

Date:

To
Merchant Banker

Re: Confirmation on closure of “Quick Heal Technologies Limited Buyback Escrow A/c” and
“Quick Heal Technologies Limited Buyback Special A/c”

This has reference to the Escrow Agreement dated [●] executed between Company, Lead
Manager and ICICI Bank Ltd (“Escrow Agreement”). Terms used but not defined in this letter shall
have the same meaning attributed to them under the Escrow Agreement.

Pursuant to Clause 6.8 of the Escrow Agreement, we hereby acknowledge/ confirm that:

“Quick Heal Technologies Limited Buyback Escrow A/c” (Account No.: [●] ) and “Quick Heal
Technologies Limited Buyback Special A/c” (Account No.: [●] ) have been closed.

Yours faithfully,

For

ICICI Bank Ltd

Authorised Signatory cc to

the Company

35