Underwriter’s Consent

Underwriter’s Consent

To

The Board of Directors

X Co. Ltd.

Dear Sirs

We have seen your draft prospectus offering for public-subscription 1,00,000 shares of your company of the nominal value of Rs. 100 each. We are agreeable to underwrite the whole issue provided the shares are offered to the public in accordance with the conditions entered in the prospectus.

We shall put in a written application for allotment of such shares as remain unsubscribed on the closing day fixed for subscription of those shares. If all these shares are subscribed by the public on or before the closing day, our undertaking shall cease. If a smaller number of shares are subscribed by the public then our application and undertaking shall have effect in respect of the balance shares.

You shall pay us a commission at the rate of 5% on the face value of 1,00,000 shares to the issued. If we fail to apply for the shares which remain unsubscribed on the closing day fixed for subscription of those shares we hereby authorise you to appoint some of your officers to make an application on our behalf for the unsubscribed shares on the closing day fixed for subscription and the commission payable to us may be appropriated by you towards the application and/or allotment money. Please let us have your acceptance of this application.

Yours faithfully

Y & Co.