SHARE PURCHASE AGREEMENT

DATED: 9 AUGUST 2022

BY AND AMONGST

MYTRAH ENERGY (INDIA) PRIVATE LIMITED

AND

JSW NEO ENERGY LIMITED

AND

MYTRAH VAYU (SOM) PRIVATE LIMITED

 TABLE OF CONTENTS

1 DEFINITIONS AND INTERPRETATIONS..........................................................................3

2 EFFECTIVE DATE................................................................................................................18
3 SALE OF SHARES.................................................................................................................18
4 BASE CONSIDERATION......................................................................................................19
5 CONDITIONS PRECEDENT TO CLOSING.......................................................................19
6 PRE-CLOSING AND OTHER COVENANTS.....................................................................22
7 CLOSING AND CLOSING DATE ACTIONS.....................................................................25
8 REPRESENTATIONS AND WARRANTIES.......................................................................27
9 INDEMNIFICATION AND LIMITATION OF LIABILITY..............................................30
11 CONFIDENTIALITY.............................................................................................................37
12 TERMINATION......................................................................................................................38
13 MISCELLANEOUS................................................................................................................39
SCHEDULE 1..................................................................................................................................46
SCHEDULE 2..................................................................................................................................47
SCHEDULE 3..................................................................................................................................57
SCHEDULE 4..................................................................................................................................58
SCHEDULE 5..................................................................................................................................59
SCHEDULE 6..................................................................................................................................60
SCHEDULE 7..................................................................................................................................62
SCHEDULE 8..................................................................................................................................63
SCHEDULE 9..................................................................................................................................64
SCHEDULE 10................................................................................................................................76
SCHEDULE 11................................................................................................................................77
SCHEDULE 12................................................................................................................................80
SCHEDULE 13................................................................................................................................83
SCHEDULE 14................................................................................................................................84
SCHEDULE 15................................................................................................................................86
SCHEDULE 16................................................................................................................................87
SCHEDULE 17................................................................................................................................88
SCHEDULE 18................................................................................................................................89
SCHEDULE 19................................................................................................................................90
SCHEDULE 20................................................................................................................................91
SCHEDULE 21................................................................................................................................92
SCHEDULE 22................................................................................................................................94
SCHEDULE 23................................................................................................................................95
SCHEDULE 24................................................................................................................................96
SCHEDULE 25................................................................................................................................97
SCHEDULE 26................................................................................................................................98
SCHEDULE 27..............................................................................................................................100
SCHEDULE 28..............................................................................................................................101
SCHEDULE 29..............................................................................................................................102
SCHEDULE 30..............................................................................................................................106
SCHEDULE 31..............................................................................................................................107
SCHEDULE 32..............................................................................................................................108
 SHARE PURCHASE AGREEMENT

This share purchase agreement is entered into on this 9 th day of August 2022, at Hyderabad, by and
amongst:

1. MYTRAH ENERGY (INDIA) PRIVATE LIMITED, a company duly incorporated under

the Companies Act, 1956, bearing CIN: U40108TG2009PTC065804 and having its registered
office at: #8001, Survey No. 109, Q City, Nanakramguda, Gachibowli Hyderabad 500 032,
Telangana, India (hereinafter referred to as “Seller”/ “MEIPL”, which expression shall,
unless it be repugnant to the context or meaning thereof, be deemed to mean and include its
successors and permitted assigns);

2. JSW NEO ENERGY LIMITED, a company duly incorporated under the Companies Act,
2013, bearing CIN: U40108MH2021PLC363393, having its registered office at: JSW Centre,
Bandra Kurla Complex, Bandra East, Mumbai 400 051, Maharashtra, India (hereinafter
referred to as “Purchaser”, 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

1
3. MYTRAH VAYU (SOM) PRIVATE LIMITED, a company duly incorporated under the
Companies Act, 2013, bearing CIN: U40104TG2015PTC098255 and having its registered
office at #8001, Survey No. 109, Q City, Nanakramguda, Gachibowli Hyderabad 500 032,
Telangana, India (hereinafter referred to as “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).

The Purchaser, Seller, and the Company are hereinafter collectively referred to as the “Parties” and
individually referred to as a “Party”.

WHEREAS:

A. The Company is a private limited company within the meaning of the Companies Act, 2013
and is engaged in the business of construction, owning, operating and maintaining the Project
(defined below) (“Business”).

B. As on the Execution Date (defined below), the authorized share capital of the Company is
INR 31,00,00,000 (Indian Rupees Thirty-One Crore) divided into 3,10,00,000 Equity Shares
(defined below). The issued, subscribed and paid-up share capital of the Company, as on the
Execution Date, is INR 30,36,82,400 (Indian Rupees Thirty Crore Thirty-Six Lakh Eighty
Two Thousand Four Hundred) divided into 3,03,68,240 (three crore three lakh sixty eight
thousand two hundred and forty) Equity Shares, as detailed in Schedule 1 (Part A) to this
Agreement (defined below). In addition to the Equity Shares, Seller also holds, as on the
Execution Date, 1,83,25,760 (one crore eighty three lakh twenty five thousand seven hundred
and sixty) CCDs (as defined hereinafter), as detailed in Schedule 1 (Part A) to this
Agreement.

C. The Seller is the legal and beneficial owner holding in aggregate 100 (one hundred percent) of
the Share Capital (defined below) in the Company, along with the Nominee Shareholder. As
on the Execution Date (defined below), the Seller holds 3,03,68,230 (three crore three lakh
sixty eight thousand two hundred and forty) Equity Shares constituting 99.99% of the issued,
subscribed and paid-up share capital of the Company; the Nominee Shareholder holds 10
(ten) Equity Shares constituting 0.00004% of the issued, subscribed and paid-up share capital
of the Company, and the Seller holds 1,83,25,760 (one crore eighty three lakh twenty five
thousand seven hundred and sixty) CCDs.

D. The Purchaser proposes to acquire on the Closing Date (defined below), 100% (one hundred
percent) of the Share Capital of the Company, on a Fully Diluted Basis ( defined below).
Accordingly, the Purchaser has proposed to purchase the Sale Securities (defined below) from
the Seller and its Nominee Shareholder for the Closing Sale Consideration (defined below)
(determined in accordance with the Umbrella Agreement (defined below)), and the Seller
shall itself and shall cause the Nominee Shareholder to sell the Sale Securities to the
Purchaser, free and clear of all Encumbrances, subject to the terms and conditions referred to
in this Agreement, the Umbrella Agreement and other Transaction Documents (defined
below) (“Transaction”), as detailed in Schedule 1 (Part B) to this Agreement.

E. Subject to the terms and conditions of this Agreement, the Parties agree that pursuant to the
consummation of the Transaction on the Closing Date (defined below), the Purchaser shall be
the owner of 100% (one hundred percent) of the Sale Securities issued by the Company, free
and clear of all Encumbrances, as detailed in Schedule 1 (Part B) to this Agreement.

F. Based on the foregoing, the Parties are desirous of entering into this Agreement, setting forth
the specific mutual understanding, rights and obligations and agreements between the Parties
and recording representations, covenants, terms and conditions in relation to the Transaction.

2
NOW THEREFORE, in consideration of the foregoing and the mutual covenants, agreements and
promises contained herein and other good and valuable consideration, the receipt, sufficiency and
adequacy of which is hereby acknowledged, the Parties, intending to be bound legally, agree as
follows:

1 DEFINITIONS AND INTERPRETATIONS

1.1 For the purposes of this Agreement, in addition to the terms defined in the description of Parti
es and the recitals hereinabove, unless repugnant to the context or meaning thereof: (i) all capi
talised words and expressions defined by inclusion in quotation and/or parenthesis anywhere i
n this Agreement, have the same meanings as ascribed to such words and expressions; and (ii)
the following words and expressions shall have the meanings set forth below:

“Act” shall mean the Companies Act, 2013 (and such provisions of the Companies Act, 1956
which are still in force, as applicable), including any statutory modification or re-enactment
thereof, in force from time to time, including any rules and regulations framed thereunder;

“Accounting Standards” shall mean the accounting principles methodologies, practices,

estimation techniques, classifications and categorizations and assumptions in accordance with
Ind AS as applied by the Company;

“Accounts” shall mean Audited Accounts, Targeted Financial Statements, Management

Accounts and Previous Accounts;

“Accounts Date” shall mean 31 March 2022;

“Action” shall mean any governmental or official investigation, inspection or enquiry by or

before any Governmental Authority and shall include Proceedings by relevant Governmental
Authority;

“Adjustment Notice” shall have the meaning as ascribed to such term under the Umbrella
Agreement in relation to the Company;

“Affiliate” or “Affiliates” shall mean with respect to any Party, any Person that, alone or
together with any other Person, who is commonly managed with such Party and/or is a
“holding company” or “subsidiary” of such Party, or any Person which, directly or
indirectly, owns or Controls, or is owned or Controlled by, or is under common ownership or
Control with the Party or Person specified, or is a subsidiary of the same Person of which the
Party is a subsidiary; and in relation to a natural person, a relative of such Person. For the
purposes of this definition, the terms “holding company”, “subsidiary” and “relative” shall
have the meanings ascribed to them under the Act;

“Agreement” shall mean this share purchase agreement and shall include all annexures or
schedules, exhibits and appendices hereto, as may be amended from time to time by all the
Parties in writing, in accordance with the terms hereof;

“Aggregate Holdback Amount” shall have the meaning ascribed to such term in the
Umbrella Agreement;

“Applicable Laws” or “Laws” includes (a) laws, ordinances, statutes, rules, Orders, decrees,
injunctions, Consents, directives, policies (including wind, solar and renewable energy
policies), circulars, guidelines and regulations of any Governmental Authority and (b)
judgment, injunction, decree or similar order of any competent Governmental Authority
having jurisdiction over the relevant matter, including Environmental Laws;

3
“Approvals” shall mean all the approvals required for carrying on the Business of the
Company, including for the ownership and operation of the Project;

“Articles” shall mean the articles of association of the Company as originally framed or
altered/amended from time to time;

“Assets” shall mean any and all assets and properties of every kind, nature, character, descript
ion (whether immovable, movable, tangible, intangible, absolute, accrued, fixed or otherwise)
and as operated, hired, rented, owned or leased, including but not limited to cash, cash
equivalents, receivables, securities, accounts and note receivables, real estate, plant and
machinery, equipment, intellectual property, CERs, VERs, raw materials, inventory, furniture,
fixtures and insurance policies, in each case as reflected in the Audited Accounts, Previous
Accounts and Management Accounts;

“Audited Accounts” shall mean the audited financial statements of the Company, including t
he balance sheet, statement of profit and loss, audited statement of changes of equity and audi
ted cash flow statement together with notes to financial statements, the independent auditor’s
report on such financial statements, and prepared in accordance with the Accounting Standard
s for the Financial Year ended 31 March 2022;

“Authority Warranties” shall have the meaning ascribed to such term in Clause 8.2 of this
Agreement;

“Base Consideration” shall have the meaning ascribed to such term in Clause 4.1 of this
Agreement;

“Basket” shall have the meaning ascribed to such term under the Umbrella Agreement;

“Big Accounting Firm” shall mean any of the entities as specified in Schedule 22 of this
Agreement;

“Board” shall mean the board of directors of the Company as constituted from time to time;

“Business” shall have the meaning ascribed to such term in Recital A of this Agreement;

“Business Days” shall mean a day, not being a Saturday or a Sunday or a public holiday, on
which banks are open for the transaction of normal banking business in Hyderabad, India and
Mumbai, India;

“Business Warranties”/ “Company Warranties” shall have the meaning ascribed to such
term in Clause 8.2 of this Agreement;

“CCDs” shall mean the compulsorily convertible debentures of the Company, having a face
value of INR 50 (Indian Rupees Fifty) as detailed under Schedule 1 Part A of this Agreement;

“CCI” shall mean the Competition Commission of India;

“CCI Approval” shall mean the approval obtained from CCI pursuant to the provisions of the
Competition Act, 2002, in relation to the consummation of the Transaction;

“CP Finality Date” shall mean the date of issuance of the last amongst the following: (a)
Seller CP Satisfaction Notice, (b) Joint Conditions Precedent Satisfaction Letter or (c)
Purchaser CP Satisfaction Notice, in each case in accordance with the terms of this
Agreement;

4
“Closing” shall mean the completion of the actions set out in Clause 7.4 of this Agreement;

“Closing Sale Consideration” shall have the meaning as ascribed to the term under the
Umbrella Agreement as apportioned with respect to the Company as per Clause 3.10.8 of the
Umbrella Agreement;

“Closing Date” shall have the meaning ascribed to such term in Clause 7.1 of this
Agreement;

“Closing Disclosure Letter” shall mean the letter executed and delivered by the Company to
the Purchaser as of the Closing Date and counter-signed by the Purchaser (along with a copy
to the Seller), as mutually agreed between the Parties as per Clause 8.2.2 to 8.2.5 of this
Agreement, which sets out full and specific disclosures against specific Company Warranties
(not being Fundamental Warranties, except paragraph 6.10 of the Part B of Schedule 9 of this
Agreement) as on the Closing Date and which only states such facts which have occurred or
arising after the Execution Date (and including any events which are a continuation or exten-
sion or developments of events Disclosed in the Execution Disclosure Letter and have oc-
curred after the Execution Date);

“Company Information” shall have the meaning ascribed to such term in Clause 11.4 of this
Agreement;

“Company IP” shall have the meaning ascribed to such term in paragraph 16.1 of Schedule 9
of this Agreement;

“Conditional CCI Approval” shall mean, pursuant to the provisions of the Competition Act,
2002 an Approval from the CCI (or any appellate authority in India having appropriate
jurisdiction) which contains or imposes any onerous condition or obligation on the Purchaser
and/or its Group Affiliates, the Seller and/or its Group Affiliates, the Company and/or any
Target SPVs;

“Conditions Precedent” shall mean the Seller Conditions Precedent, Purchaser Condition
Precedent and Joint Conditions Precedent;

“Confidential Information” shall have the meaning ascribed to it in Clause 11.2 of this
Agreement;

“Consent” shall mean any permit, permission, license, approval, exemptions, authorization,
authentications, qualifications, declarations, notifications, consent, grant, concession,
clearance, waiver, no objection certificate or other authorization of whatever nature and by
whatever name called which is, or is required to be, granted by any Governmental Authority
or any third party under any contract and/or required for the performance of/compliance with
any obligation or exercise of any right contained in this Agreement by the Parties to this
Agreement or as required under Applicable Law, and/or any third party under any contract or
otherwise;

“Charter Documents” shall mean, collectively, the Articles and the Memorandum;

“Control” (and its correlative uses “Controlling”, “Common Control” “Controlled by”,
“under the common Control of”) with respect to any Person, shall mean directly or
indirectly, either acting individually or acting in concert with other persons: (a) owning or
controlling more than 50% (fifty percent) of the share capital and/or voting rights and/or
interest of the controlled entity, or (b) controlling, or having the ability to control the
composition of the board, or designated partners of the controlled entity, or (c) having the

5
ability to control the management and policies of such Person whether through the ownership
of voting securities, management rights, or by agreement, or otherwise;

“Defaulting SPV Amount” shall mean an amount which as of the Execution Date is INR
45.40 Crores covering the outstanding principal overdue and INR 42.40 Crores covering the
outstanding interest overdue as of the Execution Date. This amount shall be updated prior to
the Closing Date basis a written confirmation issued by the Defaulting Target SPV Lenders
certifying the outstanding principle overdue and interest overdue as of the Closing Date;

“Defaulting SPV Financing Documents” shall mean any contracts executed by the
Defaulting Target SPVs with the Defaulting Target SPV Lenders in connection with any
Indebtedness, including all guarantees, support undertakings, security documents and sanction
letters, details of which are set out in Schedule 2 of this Agreement;

“Defaulting SPV Share Transfer” shall have the meaning ascribed to such term in Clause
7.4.4 of this Agreement;

“Defaulting Target SPVs” shall mean Mytrah Adarsh Power Private Limited; Mytrah Agriya
Power Private Limited; Mytrah Abhinav Power Private Limited; Mytrah Aakash Power
Private Limited; Mytrah Vayu (Godavari) Private Limited; Mytrah Vayu Sabarmati Private
Limited and Mytrah Vayu (Som) Private Limited;

“Defaulting Target SPV Lenders” shall mean Asian Development Bank, Allahabad Bank,
Bank of Baroda Limited, Canara Bank Limited, India Infrastructure Finance Company
Limited, Indian Renewable Energy Development Agency Limited, L&T Finance Limited,
L&T Infrastructure Development Projects Limited. Power Finance Corporation, Punjab
National Bank, REC Limited, Tata Capital Limited, Union Bank of India Limited, Yes Bank
Limited;

"Defaulting SPV Lenders NOC" shall have the meaning ascribed to such term in paragraph
3 of Part C of Schedule 3 of this Agreement;

“De-Minimis Amount” shall have the meaning ascribed to such term in Clause 10.7.1 of this
Agreement;

“Depository Participant” shall mean with respect to the Seller, the Seller DP;

“Designated Account” shall mean the bank account details as communicated by the Seller to
the Purchaser in writing 5 (five) Business Days before the Closing Date;

“Director” shall mean a director of the Company and who is a member of the Board;

“Disclosed (including the term “Disclosure”)” shall mean the specific exceptions and
qualifications to specific Company Warranties not being Fundamental Warranties (except
paragraph 6.10 of Part B of Schedule 9 of this Agreement) fully disclosed under the
Disclosure Letter to the Purchaser;

“Disclosure Letter” shall mean the Execution Disclosure Letter and the Closing Disclosure
Letter;

“Dispute” shall have the meaning ascribed to such term in Clause 13.10.1 of this Agreement;

“Dispute Notice” shall have the meaning ascribed to such term in the Umbrella Agreement;

6
"Draft Closing Disclosure Date" shall have the meaning ascribed to such term in Clause
8.2.2 of this Agreement;

“Draft Closing Disclosure Letter” shall have the meaning ascribed to such term in Clause
8.2.2 of this Agreement;

“Due Diligence” shall mean the financial, legal and technical due diligence of the Company
carried out by or on behalf of the Purchaser, through access to the vendor due diligence data
room online, as well as Q&A/clarifications shared over email to the Purchaser;

"Effective Date” shall have the meaning ascribed to such term in Clause 2 of this Agreement;

“Encumbrance” shall mean any encumbrance including without limitation (a) any claim, cha
rge (fixed or floating), non-disposal undertaking, escrow, power of attorney (by whatever na
me called), lock-in, easement, mortgage, pledge, hypothecation, lien (statutory or otherwise),
deposit by way of security, right to acquire, assignment by way of security or trust arrangeme
nt for the purpose of providing security or other security interest of any kind (including any re
tention arrangement), beneficial ownership (including usufruct and similar entitlements), any
provisional, conditional or executional attachment held by a Person; (b) purchase or option ag
reement or arrangement, right of pre-emption, right of first refusal, right of first offer or votin
g agreement or any other transfer restrictions in favour of any Person; (c) any adverse claim a
s to title, possession or use; (d) any other encumbrance of any kind, whether or not securing o
r conferring any priority of payment in respect of any obligation of any Person, including wit
hout limitation any right granted by a transaction which, in legal terms, is not the granting of s
ecurity but which has an economic or financial effect similar to the granting of security under
Applicable Law; and (e) agreement or arrangement to create any of the foregoing, including b
y way of an adverse Order; and the term “Encumber” shall be construed accordingly;

“Environmental Laws” shall mean any Applicable Law for the protection of the environmen
t including, without limitation, the Environment (Protection) Act, 1986, the Air (Prevention a
nd Control of Pollution) Act, 1981 and the Water (Prevention and Control of Pollution) Act, 1
974, and any rules, regulations, directions, policies or circulars issued thereunder by any Gove
rnmental Authority;

“EPC Contract” shall mean the contracts listed under Schedule 11 of this Agreement;

“Equity Share” shall mean fully paid-up equity shares of the Company, each of face value of
INR 10 (Indian Rupees Ten);

“Execution Date” shall mean the date on which this Agreement is signed between the
Parties;

“Execution Disclosure Letter” shall mean the letter executed and delivered by the Company
to the Purchaser (along with a copy to the Seller) as mutually agreed between the Parties, on
the Execution Date providing full and specific disclosures against specific Company
Warranties (not being Fundamental Warranties except paragraph 6.10 of the Part B of
Schedule 9 of this Agreement) as on the Execution Date including relevant documents,
information and adequate details pertaining to such disclosure, as annexed thereto, the receipt
of which will be duly acknowledged by the Purchaser by counter signing a copy of the
Execution Disclosure Letter and providing the same to the Seller and the Company;

“Excess Amount” shall have the meaning as ascribed to be term under the Umbrella
Agreement;

7
“Existing Lender”/ “Lender” shall mean Power Finance Corporation and Asian
Development Bank;

“Existing Share Pledges” shall have the meaning ascribed to such term in paragraph 1 of
Part C of Schedule 3 of this Agreement;

“Fair Disclosure” shall have the meaning ascribed to such term in Clause 8.2.5 of this
Agreement;

“Financial Year” or “FY” shall mean the financial year of the Company commencing on
April 1 every year and ending on 31st March of the following year;

“Financing Documents” shall mean any contracts executed by or for the benefit of the Comp
any or its Lenders, in connection with any Indebtedness, including all guarantees, support und
ertakings, security documents and sanction letters, details of which are set out in Schedule 12
of this Agreement;

“Fundamental Warranties” shall mean the Authority Warranties (except for the Authority
Warranties provided in paragraph 4 of Part A of Schedule 9 of this Agreement) and the
Business Warranty set forth in paragraph 6.10 of Schedule 9 of this Agreement;

“Fully Diluted Basis” shall mean calculated based on the assumption that any options
(including employee stock options), warrants, contracts and other instruments convertible into
or exercisable or exchangeable for Equity Shares (whether or not compulsorily convertible),
outstanding on the date of calculation, have been exercised or exchanged for or converted into
Equity Shares and all Equity Shares issuable pursuant to such obligations have been issued;

“FS Agreements” shall have the meaning as ascribed to the term under the Umbrella
Agreement;

“Government” or “Governmental Authority” shall mean: (a) any supra-national, national,

state, city, municipal, county or local government, governmental authority or political
subdivision thereof; (b) any regulatory or administrative authority, body or other similar
organization or any agency or instrumentality of any of the authorities mentioned in (a)
above, to the extent that the rules, regulations, standards, requirements, procedures or orders
of such authority, body or other organization have the force of Applicable Law; or (c) any
court or tribunal having jurisdiction, any other judicial, quasi-judicial, regulatory authority;
and (d) the governing body of any stock exchange(s);

“Group Affiliate” or “Group Affiliates” shall mean with respect to any Party, any Person
that, alone or together with any other Person, who is commonly managed with such Party
and/or is a “holding company” or “subsidiary” of such Party, or any Person which, directly or
indirectly, owns or Controls, or is owned or Controlled by, or is under common ownership or
Control with the Party or Person specified, or is a subsidiary of the same Person of which the
Party is a subsidiary; and in relation to a natural person, a relative of such Person and any
Person (other than a natural person) Controlled by such “relative”. For the purposes of this
definition, the terms “holding company”, “subsidiary” and “relative” shall have the meaning
ascribed to them under the Act;

“Guarantee” shall mean, in relation to a Person (the “Guarantor”), any obligation of any
kind (including any indemnity obligations), of the Guarantor, guaranteeing or having the econ
omic effect of guaranteeing, providing credit support with respect to, any Indebtedness or oth
er obligation of any other Person (the “primary obligor”) in any manner, and including any o
bligation of the Guarantor, direct or indirect, (a) to purchase or pay (or advance or supply fun
ds for the payment of) such Indebtedness or to purchase (or to advance or supply funds for the

8
purchase of) any security for the payment thereof, (b) to purchase, lease or provide an Encum
brance over Assets or services for the purpose of assuring the owner of such Indebtedness,
and/or (c) to maintain working capital, equity capital or any other financial statement conditio
n of the primary obligor to enable the primary obligor to pay such Indebtedness;

“Holdback Events” shall have the meaning ascribed to such term in the Umbrella Agree-
ment;

“Holdback Third Party” shall have the meaning ascribed to such term in Clause 10.5.1 of
this Agreement;

“Holdback Third Party Claim” shall have the meaning ascribed to such term in Clause
10.5.1 of this Agreement;

“Holdback Third Party Claim Notice” shall have the meaning ascribed to such term in
Clause 10.5.1 of this Agreement;

“Holdback Third Party Payments” shall have the meaning ascribed to such term in Clause
10.5.5(d) of this Agreement;

“Holdback Period” shall have the meaning ascribed to such term in the Umbrella
Agreement;

"HOTO List" shall have the meaning ascribed to such term in Clause 7.10 of this Agreement;

“IBC” means the Insolvency and Bankruptcy Code of India, 2016, as applicable, and, as
amended from time to time and as supplemented by the rules and regulations issued thereun-
der;

“Ind AS” shall mean the Indian Accounting Standards as prescribed under the Companies (In
dian Accounting Standards) Rules, 2015;

“Indebtedness” shall mean, as applied to any Person, without duplication: (i) all obligations
of such Person for borrowed money (including but not limited to all obligations for principal,
interest, premiums, penalties, fees, expenses, breakage costs and bank overdrafts thereunder)
or with respect to deposits or advances of any kind; (ii) all obligations of such Person evid-
enced by a note, bond, debenture, letter of credit, draft, debt security or similar instrument;
(iii) that portion of obligations with respect to capital leases that is classified as a liability on
a balance sheet in conformity with Ind AS; (iv) notes payable and drafts accepted represent-
ing extensions of credit; (v) all obligations of such Person upon which interest charges are
customarily paid; (vi) assets or liabilities under any interest rate protection agreement, in-
terest rate future agreement, interest rate option agreement, interest rate swap agreement or
other similar agreement designed to protect the Company against fluctuations in interest
rates; (vii) all indebtedness of others secured by (or for which the holder of such indebtedness
has an existing right to be secured by) any Encumbrances on the property of such Person; and
(viii) all Guarantees in respect of the items set forth in (i) through (vii) above;

“Insolvency Event” in relation to a Person shall mean the occurrence of any of the following
in relation to the said Person:

(a) has admitted in writing of its inability to pay its debts when due as well as a specified
future date, except for any admittance by the Seller of its inability to pay its debt
towards principal and interest dues under the financing agreements executed by the
Seller as per the terms of the one time restructuring dated 24 June 2021;

9
(b) an application (voluntary or otherwise) is filed and admitted to a court for an order
that it be wound up, declared bankrupt or that a provisional liquidator or receiver and
manager be appointed, which is not unconditionally vacated or unconditionally
dismissed within a period of 75 (seventy five) days from the date of such application,
which in no event shall exceed the Long Stop Date;

(c) the service of a demand notice or invoice demanding payment by an operational

creditor (as defined in the IBC) on the Person under section 8 of the IBC which is:

(i) not settled fully and unconditionally; or

(ii) in respect of which the Person has not demonstrated the existence of a pre-ex-
isting dispute in accordance with the provisions of the IBC;

within 7 (seven) Business Days of receipt of such notice, which in no event shall ex-
ceed the Long Stop Date;

(d) an application is filed under the IBC against the Person, which is not unconditionally
withdrawn or is unconditionally vacated or unconditionally dismissed within a period
of 75 (seventy-five) days from the date of filing of such application before the
relevant Governmental Authority, which in no event shall exceed the Long Stop Date;

(e) a liquidator or provisional liquidator is appointed;

(f) an administrator or a receiver is appointed to any of its assets;

(g) it enters into an arrangement or composition with one or more of its creditors, or an
assignment for the benefit of one or more of its creditors;

(h) it proposes a winding-up or dissolution or reorganization, moratorium, deed of

company arrangement or other administration involving one or more of its creditors;

(i) it is insolvent as disclosed in its accounts, or otherwise states that it is insolvent, or it

is presumed to be insolvent under Applicable Law;

(j) it becomes insolvent or action is taken which could result in that event; or

(k) it is taken to have failed to comply with a statutory demand under the Securitization
and Reconstruction of Financial Assets and Enforcement of Security Interest Act,
2002;

“Indemnified Parties” shall have the meaning ascribed to such term in Clause 9.1 of this
Agreement;

“Indemnifying Party” shall have the meaning ascribed to such term in Clause 9.1 of this
Agreement;

“Indemnity Claim” shall have the meaning ascribed to such term in Clause 10.1 of this
Agreement;

“Indemnity Events” shall have the meaning ascribed to such term in Clause 9.1 of this
Agreement;

“Indemnity Notice” shall have the meaning ascribed to such term in Clause 10.1 of this
Agreement;

10
“Indemnity Objection” shall have the meaning ascribed to such term in Clause 10.2 of this
Agreement;

“INR” shall mean Indian Rupees, the lawful currency of the Republic of India;

“IT Act” shall mean the Income Tax Act, 1961 including any amendments thereto;

“Insurance Policies” shall have the meaning ascribed to such term in paragraph 17.1 of Part
B (Business Warranties) under Schedule 9 of this Agreement;

“Intellectual Property” means (a) patents and rights in inventions, products and devices; (b)
trademarks, rights in logos, trade names, brand names, domain names and copyrights; (c)
proprietary computer software, data, data bases and documentation thereof; (d) proprietary
know-how, research and development information and results, plans, proposals, technical
data, marketing plans; and (e) information technology systems owned by the Company and/or
being used by the Company, solar trackers, SCADA systems, trade secrets, designs and
technologies are proprietary in nature;

“Joint Conditions Precedent” shall mean the joint conditions precedent as provided under
Part C of Schedule 3 of this Agreement;

“Joint Conditions Precedent Satisfaction Letter” shall mean the written notice issued
jointly by the Purchaser and Seller upon satisfaction of the Joint Conditions Precedent, as
provided in Schedule 13 of this Agreement;

“Leakage” shall have the meaning as ascribed to the term under the Umbrella Agreement;

“Litigation” shall mean any action, cause of action, claim, demand, suit, proceeding
(including mediation or settlement proceedings), citation, summons, subpoena, inquiry or
investigation of any nature, civil, criminal, regulatory or otherwise, in law or in equity, by or
before any arbitrator or Governmental Authority;

“Lockbox Date” shall mean 1 April 2022;

“Long Stop Date” shall mean 15 November 2022 or such other date as may be mutually
agreed between the Parties in writing;

“Loss” or “Losses” shall mean any direct loss, damage, liability, obligation, demand, fine,

penalty, interest, fee (including any reasonable legal fee, costs of investigation, expert fee,
accounting fee or advisory fee, out of pocket expenses and Taxes only in relation to such fees,
costs and expenses), charge, expenses, reasonable attorneys’ and accountants’ fees and
disbursements in connection thereof, but excludes all remote, exemplary, punitive, indirect
losses;

“Management Accounts” shall mean the unaudited financial statements of the Company
including balance sheet, the statement of profit and loss (including other comprehensive
income statement of cash flow together with schedules and notes), commencing from 1 April
2022 and ending on Closing Date (including the projections for the period commencing from
the date of the Management Accounts until the Closing Date) and as prepared in accordance
with applicable Accounting Standards, certified by 1 (one) director of the Company and head
of accounts of the Company;

“Material Adverse Effect” shall have the meaning as ascribed to such term under the

11
Umbrella Agreement;

“Material Contracts” shall mean the following:

(a) any Project Document;

(b) any Financing Document; and

(c) any contract or series of contracts on the same subject matter (construction, operations
and maintenance) with a value exceeding INR 50,00,000 (Indian Rupees Fifty Lakh);

“Memorandum” shall mean the memorandum of association of the Company as originally

framed or altered from time to time;

“MEIPL Account” shall mean the bank account with the details as provided in Schedule 24
of this Agreement;

“Monthly Information Statement” shall mean monthly information report of the Company
till the Closing Date consistent with the form attached in Schedule 23 of this Agreement;

“NDI Rules” shall mean the Foreign Exchange Management (Non-Debt Instruments) Rules,
2019 (as amended from time to time);

“Nominee Shareholder” shall mean Mr. Vikram Kailas, who holds legal title to a total of 10
(ten) Equity Shares in the Company on a Fully Diluted Basis as on Execution Date, and is a
nominee of the Seller;

“Non-Appealable Order” shall mean an order or a decree from a court/tribunal/arbitral

tribunal/other relevant Governmental Authority having competent jurisdiction, from which an
appeal to a higher court, appellate forum or judicial body does not lie or has not been preferre
d within 30 (thirty) days from the expiry of the time period stipulated under Applicable Law
or such other period as may be determined by higher court, appellate forum or judicial body
having competent jurisdiction for such appeal, and thereby considered as a final binding orde
r;

“Operations Budget” means the budget of the Company for the period between the Lockbox
Date and Closing Date in the agreed form, as set forth in Schedule 14 of this Agreement;

“Operations and Maintenance Agreement” shall mean the agreements as set out in
Schedule 28 of this Agreement;

“Ordinary Course of Business” shall mean acts or omissions of the Company which are
consistent (in their nature, amount or economic value) with its past custom and practices,
consistent with Applicable Law and prudent management practices having regard to the
activities pursued by the Company (including the Business) in the normal and usual course. It
is hereby clarified for the avoidance of doubt that any material breach or non-compliance with
Applicable Law shall not be considered to be in the Ordinary Course of Business;

“Order” shall mean any judgment, directive, order, decision, writ, injunction, ruling, award,
or decree of, or any settlement under the jurisdiction of, any court or Governmental Authority
having statutory jurisdiction, arbitrator, mediator or Person performing similar functions;

“Overdues Amount” shall have the meaning ascribed to such term in paragraph 9 of
Schedule 21 of this Agreement;

12
“Person” shall mean any natural person, limited or unlimited liability company, sole
proprietor, body corporate, corporation, partnership (whether limited or unlimited), limited
liability partnership, limited liability company, joint venture, trust, Hindu undivided family,
union, association, government or any agency or political subdivision thereof or any other
entity (whether or not having a separate legal personality) that may be treated as a person
under any law;

“Power Plant” means the renewable energy power plants details of which are set forth in Sch
edule 16 of this Agreement;

“PPA” shall mean the power purchase agreement as detailed in Schedule 30 of this
Agreement;

“PPA Access Sites” shall have the meaning ascribed to such term in paragraph 5.7 of Part B
(Business Warranties) under Schedule 9 of this Agreement;

“Pre-Closing Actions” shall have the meaning ascribed to such term in Schedule 21 of this
Agreement;

“Pre-Closing Review” shall have the meaning ascribed to such term in the Umbrella
Agreement;

“Previous Accounts” shall mean the audited financial statements of the Company, including
the balance sheet, statement of profit and loss, audited statement of changes of equity and
audited cash flow statement together with notes to financial statements, the independent
auditor’s report on such financial statements, and prepared in accordance with the Accounting
Standards for the Financial Year ended 31 March 2021;

“Project” shall mean the Power Plants owned and operated by the Company as detailed under
Schedule 16 of this Agreement and shall include all Assets of the Company;

“Project Documents” in relation to any Project, shall mean the following:

(a) PPA;

(b) EPC Contracts;

(c) operation and maintenance agreement;

(d) agreements entered into with distribution or transmission utilities for connectivity,
open access, evacuation or transmission (as applicable);

(e) development agreements entered into for the acquisition of land, approvals, rights of
way or access or the development of land (as subsisting); and

(f) other agreements as listed in Schedule 17 of this Agreement;

“Proceedings” includes all suits, civil and criminal actions, arbitration proceedings, investigat
ions or inquiries brought by any Governmental Authority or suits, civil and criminal actions, a
rbitration proceedings brought by any third party, mediations and all legal proceedings, pendi
ng, whether before any Governmental Authority or third party;

"Proposed Holdback Amount” shall have the meaning ascribed to such term in the
Umbrella Agreement;

13
“Purchaser Condition Precedent” shall mean the conditions precedent for the Purchaser
under Part B of Schedule 3 of this Agreement;

“Purchaser CP Satisfaction Notice” shall mean the written notice issued by the Purchaser to
the Seller pursuant to the fulfilment of the Purchaser Conditions Precedent in the manner as pr
ovided under Clause 5.2 of this Agreement;

“Purchaser’s Objections" shall have the meaning ascribed to such term in Clause 8.2.2 of
this Agreement;

“Related Party” shall have the meaning as ascribed to it under the Act;

“Related Party Contract” shall have the meaning ascribed to such term in paragraph 7.1 of
Part B (Business Warranties) under Schedule 9 of this Agreement;

“Released Parties” shall have the meaning ascribed to such term in Clause 7.8 of this
Agreement;

“Releasing Parties” shall have the meaning ascribed to such term in Clause 7.8 of this
Agreement;

“Relevant Portion” shall mean, with respect to a Seller, the portion set forth under “% of
Share Capital” across from the Seller and Nominee Shareholders’ name in Part A of Schedule
1 of this Agreement;

“Revenue Generating Asset” shall mean all such assets that are required or necessary for the
operation and/or maintenance of the Project (being generation, evacuation and/or transmission
of power) as per prudent industry practices, including land, turbines, towers, substations, high
voltage equipment (transformer/circuit breaker), panels, modules, trackers, inverters, to the
extent applicable to the Project;

“Revised Seller CP Completion Notice” shall have the meaning ascribed to such term in
Clause 5.1.4 of this Agreement;

“Sale Securities” shall mean the Sale Shares;

“Sale Shares” shall mean all of the Equity Shares, held by the Seller (along with Nominee
Shareholder) in the manner set out in Schedule 1 of this Agreement, constituting 100% (one
hundred percent) of the Share Capital of the Company, which are to be acquired by the
Purchaser from the Seller pursuant to the terms of this Agreement;

“Security Release” shall have the meaning ascribed to such term in Clause 7.4.4 of this
Agreement;

“Securities” shall mean shares or other securities of any class or nature, including convertible
debt, which are mandatorily or optionally convertible into or exchangeable or exercisable for
hares and each of them shall be referred to as a “Security”;

“Select Target SPV Subscription Agreements” shall have the meaning as ascribed to the
term under the Umbrella Agreement;

“Seller Conditions Precedent” shall mean the conditions precedent for the Seller and/or the
Company under Part A of Schedule 3 of this Agreement;

“Seller CP Defects Notice” shall have the meaning ascribed to such term in Clause 5.1.3(ii)

14
of this Agreement;

“Seller CP Satisfaction Certificate” shall have the meaning ascribed to such term in Clause
5.1.2 of this Agreement;

“Seller CP Satisfaction Notice” shall have the meaning ascribed to such term in Clause
5.1.3(i) of this Agreement;

“Seller DP” shall mean a depository participant within the meaning of the Depositories Act,
1996 with which Seller maintains the Seller DP Account;

“Seller DP Account” shall mean the demat account in the name of Seller having the
following details:

Name Mytrah Energy (India) Private Limited

Client Identification 13791334

DP Identification IN302269

DP Name IIFL Securities Limited

“Settlement Escrow Account” shall mean the account as stipulated under the Settlement
Escrow Agreement;

“Settlement Escrow Agent” shall mean such entity as may be, mutually appointed by the
parties to the Settlement Escrow Agreement as the escrow agent, in accordance with the terms
of the Settlement Escrow Agreement;

“Settlement Escrow Agreement” shall mean the escrow agreement to be executed by and
amongst the Purchaser, the Seller, the Defaulting Target SPVs, Defaulting Target SPV
Lenders and the Settlement Escrow Agent;

“Seller Group” means the Seller and their respective Affiliates and Related Parties;

“Share Capital” shall mean the total issued and paid-up equity share capital of a company,
determined on a Fully Diluted Basis;

“Specific Indemnity Items” shall have the meaning ascribed to such term in Clause 9.1.7 of
this Agreement;

"Standstill Period” shall have the meaning ascribed to such term in the Umbrella Agreement;

“Sum Recovered” shall have the meaning ascribed to such term in Clause 10.7.4(f) of this
Agreement;

“Targeted Financial Statements” shall have the meaning as ascribed to the term under the
Umbrella Agreement;

“Target SPVs” shall mean the entities as detailed under Schedule 18 of this Agreement;

“Target SPV SPAs” shall have the meaning as ascribed to the term under the Umbrella
Agreement;

“Tax” includes, all forms of direct and indirect taxes, duties, levies, imposts, including
without limitation corporate, income, wealth, capital gains, profits, gross receipts, sales, use,

15
research and development, value added tax, central sales tax, capital tax and other
transactional taxes, cess, surcharge, real estate taxes, other municipal taxes, environmental
duties, goods & services tax, good and services tax input tax credit, transfer, registration,
stamp duties, premium, excise, customs duties, service taxes, severance, environmental, real
property, movable property, occupancy, employment, payroll, disability, workers’
compensation, withholding, fringe benefit or entry tax, duty, fee, assessment or other
governmental charge, including all charges, interest and penalties thereon and additions
thereto whether resulting from an assessment or appellate proceeding or otherwise and in each
case whether disputed or not payable in jurisdiction where the Company operates, holds
immovable properties or undertakes any Business;

“Taxation Authority” or “Tax Authority” means any taxing or other authority competent to
impose, administer or collect any Tax;

“Tax Return” shall mean any report, return, statement, claim for refund, declaration or other
information with respect to any Tax required to be filed, permitted to be filed or actually filed
with a Governmental Authority, including any schedule or attachment thereto, and including
any amendment thereof;

“Tax Warranties” shall mean the representations and warranties set forth in paragraph 12 of
Part B of Schedule 9 of this Agreement;

“Third Party Claim” shall have the meaning ascribed to such term in Clause 10.6.1 of this
Agreement;

“Third Party Claim Notice” shall have the meaning ascribed to such term in Clause 10.6.1
of this Agreement;

“Third Party Payments” shall have the meaning ascribed to such term in Clause 10.6.5(c) of
this Agreement;

“Transaction” shall have the meaning ascribed to such term in Recital D of this Agreement;

“Transaction Documents” shall mean this Agreement, the Umbrella Agreement, the
Execution Disclosure Letter, Settlement Escrow Agreement, the Closing Disclosure Letter,
and all other agreements, documents, instruments, certificates and other documents to be
executed pursuant to and/or in relation to and/or simultaneously with this Agreement, and
shall include the schedules or annexures or appendices to any of the aforesaid, including the
certificates and confirmation letters issued pursuant to this Agreement;

“Transfer” (including with correlative meaning, the terms “Transferred”, “Transferred by”
and “Transferability”) shall mean to, directly or indirectly, sell, gift, give, assign, transfer of
any interest in trust, mortgage, alienate, hypothecate, pledge, encumber, grant a security
interest in, or suffer to exist (whether by operation of Law or otherwise) any Encumbrance on,
any Securities or any right, title or interest therein or otherwise dispose of in any manner
whatsoever voluntarily or involuntarily;

“Trust and Retention Accounts” shall mean the trust and retention accounts of the
respective Defaulting Target SPVs as provided under Schedule 20 of this Agreement;

“Umbrella Agreement” shall mean the agreement dated 9 August 2022 executed by and
between the Purchaser, Target SPVs and the Seller, pursuant to which this Agreement has
been entered into by the Parties hereto; and

16
 “Warranties” means collectively the Fundamental Warranties, Business Warranties and Tax
Warranties.

1.2 INTERPRETATION

In this Agreement, unless the context thereof otherwise requires:

1.2.1 reference to any legislation or law or to any provision thereof shall include references
to any such law as it may, after the date hereof, from time to time, be amended, supple
mented or re-enacted, and any reference to statutory provision shall include any subor
dinate legislation made from time to time under that provision;

1.2.2 any reference to the singular shall include the plural and vice-versa, and any reference
s to the masculine, the feminine and the neuter shall include each other;

1.2.3 any references to a “company” shall include a body corporate;

1.2.4 the term “agreed” shall mean agreed in writing, and any reference to a document “in
the agreed form/ in agreed form” is to the form of the relevant document agreed
between the Parties and for the purpose of identification initialled by each of them or
on their behalf (in each case with such amendments as may be agreed by or on behalf
of the Parties);

1.2.5 the recitals, annexure and schedules form part of this Agreement and shall have the sa
me force and effect as if expressly set out in the body of this Agreement, and any refe
rence to this Agreement shall include any recitals, annexure and schedules to it. Any r
eferences to Clause and Schedules or Annexure are to clauses, of and schedules or an
nexure to this Agreement. Any references to parts or paragraphs are, unless otherwise
stated, references to parts or paragraphs of the schedule in which the reference appear
s;

1.2.6 headings, sub-headings, titles, and sub-titles to clauses, sub-clauses and paragraphs ar
e for information only and shall not form part of the operative provisions of this Agre
ement or the Schedules hereto and shall be ignored in construing the same;

1.2.7 reference to the word “include” and its derivations shall be construed without limitati
on;

1.2.8 the expression “this Clause” shall, unless followed by reference to a specific provision,
be deemed to refer to the whole Clause (not merely the sub-clause, paragraph or othe
r provision) in which the expression occurs;

1.2.9 any reference to books, files, records or other information or any of them means book
s, files, records or other information or any of them in any form or in whatever mediu
m held including paper, electronically stored data, magnetic media, film and microfil
m;

1.2.10 “in writing” includes any communication made by letter or e-mail;

1.2.11 unless otherwise specified, any reference to a time of day is to India time;

1.2.12 this Agreement is jointly drafted among the Parties and no provisions of this Agreeme
nt shall be interpreted in favour of, or against, any party to this Agreement by reason
of the extent to which such party or its counsel participated in the drafting hereof or b

17
 y reason of the extent to which any such provision is inconsistent with any prior draft
hereof;

1.2.13 time is of the essence in the performance of the Parties’ respective obligations. If any
time period specified herein is extended, such extended time shall also be of the essen
ce;

1.2.14 reference to days, months and years are to calendar days, calendar months and calend
ar years, respectively (unless otherwise specified in the Agreement);

1.2.15 the terms “hereof”, “herein”, “hereby”, “hereto” and derivative or similar words refer
to this entire Agreement or specified Clauses of this Agreement, as the case may be;

1.2.16 all references to this Agreement or any other Transaction Document shall be deemed t
o include any amendments or modifications or novation to this Agreement or the relev
ant Transaction Document, as the case may be, from time to time;

1.2.17 the words “directly or indirectly” and “directly and/or indirectly” mean directly or ind
irectly through one or more intermediate Persons or through contractual or other legal
arrangements, and “direct or indirect” and “direct and/or indirect” shall have the corre
lative meanings, respectively;

1.2.18 References to the knowledge, information, belief or awareness of the Seller shall be d
eemed to include the knowledge, information, belief or awareness of (a) Mr. Seshadri
Vasan - Manager, Secretarial Department; (b) Mr. Krishna Rachuri - Deputy General
Manager, Finance and Accounts; (c) Mr. Goverdhan Reddy Katla – Associate Vice
President, Finance and (d) Mr. Rajesh Dhakar – Vice President, Asset Management af
ter assuming that the aforesaid Persons have conducted reasonable due diligence; and

1.2.19 any word or phrase defined in the body of this Agreement as opposed to being defined
in Clause 1.1 above shall have the meaning assigned to such term in such definition th
roughout this Agreement, unless the contrary is expressly stated or the contrary clearl
y appears from the context.

2 EFFECTIVE DATE

This Agreement shall come into and be in full force and effect on and from the Execution
Date (“Effective Date”).

3 SALE OF SHARES

3.1 Capital Structure:

3.1.1 The Share Capital and the shareholding structure of the Company as on the Execution
Date are specified in Part A of Schedule 1 hereto.

3.1.2 The shareholding structure of the Company immediately after the Closing will be as s
pecified in Part B of Schedule 1 hereto.

3.2 Subject to the Conditions Precedent set forth in this Agreement being fulfilled or waived in
accordance with the terms of this Agreement, and in reliance upon the representations, Warra
nties, undertakings, agreements and covenants referred to herein, the Parties agree that:

3.2.1 On the Closing Date, the Purchaser shall purchase from the Seller (and the Seller shall
cause the Nominee Shareholder to sell) the full legal and beneficial interest and title t

18
 o the Sale Securities and the Seller (and the Nominee Shareholder) shall, in
consideration of the Closing Sale Consideration as described in the Umbrella
Agreement, sell (and shall cause the Nominee Shareholder to sell) to the Purchaser, th
e Sale Securities free and clear of all Encumbrances and together with all rights, title a
nd full legal and beneficial interest attached thereto or accruing to them with effect fro
m the Closing Date (including the right to receive all distributions and dividends decl
ared, paid or made in respect of the Sale Securities from the Lockbox Date).

3.2.2 In consideration of the Seller agreeing (and the Seller causing the Nominee
Shareholder to sell) to sell the Sale Securities (with full legal and beneficial interest
and title relating thereto free and clear of all Encumbrances) to the Purchaser, the Purc
haser agrees to pay to the Seller and the Nominee Shareholder, the Closing Sale Consi
deration on the Closing Date which shall be payable in accordance with Clause 7.4 of
this Agreement in the Relevant Portion and pay the Aggregate Holdback Amounts,
Transmission Holdback Amounts as per the terms and conditions set out under the
Umbrella Agreement (and the Defaulting SPV Amount in accordance with the terms
and conditions set out in this Agreement).

3.3 On the Execution Date, the Seller shall provide the Execution Disclosure Letter to the Purchas
er.

4 BASE CONSIDERATION

4.1 The Parties agree that the consideration for the purchase of the Sale Securities shall be the
aggregate of an amount equal to INR 27,00,00,000 (Indian Rupees Twenty Seven Crores)
(“Base Consideration”) which has been arrived at on the basis of the Targeted Financial
Statements and shall be adjusted (on an aggregate basis) in accordance with the terms and
conditions of the Umbrella Agreement and subject to withholding Taxes (if any).

4.2 The provisions relating to Leakages, Lockbox and Pre-Closing Review shall be as set out und
er the Umbrella Agreement.

4.3 Subject to Clause 3.12 (Aggregate Holdback Amounts) of the Umbrella Agreement including
any payments to the Seller thereunder (if any), the Closing Sale Consideration, as determined
under the Umbrella Agreement, shall be the entire consideration payable by the Purchaser tow
ards the purchase of the Sale Securities. Upon transfer of the Sale Securities to the Purchaser
on the Closing Date, the full legal and beneficial rights, title and interest in the Sale Securities ,
shall vest with the Purchaser and/or the Purchaser nominees (as the case may be) together wit
h all rights and benefits attached thereto, and the Purchaser and/or the Purchaser nominees (as
the case may be), shall be the sole and absolute legal, beneficial and registered owner of the S
ale Securities.

4.4 Aggregate Holdback Amounts

The Aggregate Holdback Amount shall be withheld/ deducted by the Purchaser for the
purposes of the Holdback Events and shall be released/ payable to the Seller by the Purchaser,
in each case as per the terms and conditions stipulated under the Umbrella Agreement.

5 CONDITIONS PRECEDENT TO CLOSING

5.1 Seller Conditions Precedent

5.1.1 The obligation of the Parties to consummate the Transaction shall be subject to: (i)
fulfilment and reasonable satisfaction (or waiver by the Purchaser in its sole

19
 discretion, if permitted under Applicable Laws) of the Seller Conditions Precedent, in
a form and substance reasonably satisfactory to the Purchaser, (ii) fulfilment of the
Joint Conditions Precedent in form and substance reasonably satisfactory to the
Purchaser and the Seller (or waived jointly by the Seller and the Purchaser in their
sole discretion, if permitted under Applicable Law), and (iii) the satisfaction of the
Purchaser Condition Precedent in the manner as provided under Clause 5.2 of this
Agreement.

5.1.2 The Seller shall and cause the Company to fulfil the Seller Conditions Precedent as
soon as practicable in any event, not later than 15 (fifteen) Business Days prior to the
Long Stop Date and shall keep the Purchaser informed on the status of the fulfilment
of the Seller Conditions Precedent and respond to the Purchaser’s reasonable queries
regarding such fulfilment. If, at any time, Seller and/or Company become aware of
any circumstances that give rise to, or are likely to give rise to, the non-fulfilment of
any Seller Conditions Precedent, then it shall at the earliest provide to the Purchaser
written particulars of any such circumstances, seeking a waiver of such Seller
Conditions Precedent. Upon completion of the Seller Conditions Precedent, the Seller
and the Company shall jointly issue a certificate (“Seller CP Satisfaction
Certificate”) in the form annexed in Schedule 4 (Format of Seller CP Satisfaction
Notice) of this Agreement hereof together with all documentary evidence of
fulfilment and/or waiver of the Seller Conditions Precedent to the Purchaser;
followed by the draft of the Closing Disclosure Letter (if any).

5.1.3 If the Purchaser is:

(i) satisfied with the fulfilment of the Seller Conditions Precedent, it shall issue a
written notice to the Seller (“Seller CP Satisfaction Notice”), within 5 (five) B
usiness Days from the receipt of the Seller CP Satisfaction Certificate in the for
m attached in Schedule 4, without prejudice to the other provisions of this Agre
ement; or

(ii) not satisfied with the fulfilment of one or more Seller Conditions Precedent, it s
hall within 3 (three) Business Days from the receipt of the Seller CP
Satisfaction Certificatecommunicate its dissatisfaction with the fulfilment of th
e respective Seller Conditions Precedent or, if not already waived previously, it
s decision to waive the fulfilment of any of the Seller Conditions Precedent to t
he Seller (“Seller CP Defects Notice”).

5.1.4 The Seller within 7 (seven) Business Days from the receipt of the Seller CP Defects
Notice, shall fulfil and rectify the defects stated in the Seller CP Defects Notice to the
satisfaction of the Purchaser and provide to the Purchaser a revised Seller CP
Satisfaction Certificate (“Revised Seller CP Completion Notice”). If the Purchaser
is satisfied with the fulfilment of the Seller Conditions Precedent as stated in the
Revised Seller CP Completion Notice, it shall issue the Seller CP Satisfaction Notice
to the Seller and the Company, within 5 (five) Business Days from the receipt of
Revised Seller CP Completion Notice. The process for the fulfilment of Seller
Conditions Precedent to the satisfaction of the Purchaser under this Clause 5 above
shall be repeated unless and until the Seller Conditions Precedent are duly satisfied or
waived, as applicable.

5.2 Purchaser Condition Precedent

5.2.1 The Purchaser shall obtain the CCI Approval as soon as practicable prior to the Long
Stop Date (“Purchaser Condition Precedent”) and shall keep the Seller informed on
the status of the fulfilment of the CCI Approval. In the event the CCI issues:

20
(a) the CCI Approval, then the Purchaser Condition Precedent shall be deemed to
have been fulfilled and the Purchaser shall issue a notice to the Seller in writing
informing the Seller of the fulfilment of the Purchaser Condition Precedent along
with a copy of the CCI Approval.

(b) a Conditional CCI Approval, then the Purchaser shall issue a notice to the Seller
in writing informing the Seller of the conditions/ obligations imposed by the CCI
in the Conditional CCI Approval along with a copy of the Conditional CCI
Approval.

(c) If the conditions/obligations imposed in the Conditional CCI Approval are solely
relating to the Purchaser and/or its Group Affiliates and if the Purchaser in its
sole discretion is willing to accept the conditions/obligations then it shall
intimate the Seller in writing, that such conditions/obligations are acceptable to
the Purchaser and upon fulfilment of those conditions/ obligations, the Purchaser
Condition Precedent shall be deemed to have been fulfilled. In the event the
Purchaser in its sole discretion does not accept the conditions/ obligations
imposed, then the Purchaser shall intimate the Seller in writing of its non-
acceptance of the conditions/ obligations imposed by CCI and accordingly the
Purchaser may choose not to proceed to Closing and shall be entitled to terminate
the Agreement on expiry of the Long Stop Date.

(d) If the conditions/ obligations imposed in the Conditional CCI Approval are
solely relating to the Seller and/or its Group Affiliates and if the Seller in its sole
discretion is willing to accept the conditions/ obligations then it shall intimate the
Purchaser in writing, that such conditions are acceptable to the Seller and upon
fulfilment of those conditions/ obligations, the Purchaser Condition Precedent
shall be deemed to have been fulfilled. In the event the Seller in its sole
discretion does not accept the conditions/ obligations imposed, then the Seller
shall intimate the Purchaser in writing of its non-acceptance of the
conditions/obligations imposed by CCI and accordingly the Seller may choose
not to proceed to Closing and shall be entitled to terminate the Agreement on
expiry of the Long Stop Date.

(e) If the conditions/ obligations imposed in the Conditional CCI Approval are
imposed on Purchaser as well as the Seller, then the Seller and the Purchaser
shall jointly discuss and if the conditions/ obligations are agreeable/ acceptable to
both the Seller and the Purchaser in their sole discretion, then the Purchaser and
Seller shall execute a joint notice in writing confirming their acceptance of the
conditions/ obligations applicable to each of them. Upon fulfilment of those
conditions/ obligations by the respective Parties, the Purchaser Condition
Precedent shall be deemed to have been fulfilled.

(f) Provided, however, that in the event the Conditional CCI Approval only imposes
conditions/obligations stipulating a revision to the Transaction Documents and
does not require the Seller and/or Purchaser to undertake any obligations/
liabilities (monetary or otherwise), then the Parties shall mutually discuss and
convey to each other if such amendments are acceptable to each of the Parties in
their sole discretion and if they are acceptable to the Parties, then Parties shall
agree on the amendment to be undertaken in line with revisions imposed by the
Conditional CCI Approval and upon execution of the amended Transaction
Documents, the Purchaser Condition Precedent shall be deemed to have been
fulfilled.

21
 (g) The Company and Seller shall cooperate with the Purchaser to furnish all
information/documents relating to the Seller and/or the Company and their
respective businesses required under Applicable Law for the Purchaser for
preparing and filing the CCI application.

(h) The Purchaser shall provide a copy of the draft CCI application (seeking CCI
Approval) to the Seller prior to the filing of the CCI application (seeking CCI
Approval) and the Seller shall have the right to provide comments/ suggest
revisions on the information pertaining or connected to the Seller and/or
Company stipulated in the draft CCI application. The Purchaser shall incorporate
such revisions to the Seller’s satisfaction in the application with respect to the
information pertaining or connected to the Seller and/or Company for filing the
same with the CCI, seeking CCI Approval.

(i) The Purchaser acknowledges that it is the Purchaser’s responsibility to file the
CCI application as a Purchaser Condition Precedent and seek approval of CCI as
per the terms of this Agreement, in each case, in a manner which is compliant
with Applicable Laws (including Applicable Laws relating to anti-trust).

5.3 Completion of Joint Conditions Precedent

Within 3 (three) Business Days of the Joint Conditions Precedent having been fulfilled
(unless the same have been waived by both the Seller and the Purchaser subject to Applicable
Law), either the Seller or the Purchaser may issue a notice to the other, informing the other of
such fulfilment. Upon receipt of such notice and upon their satisfaction of the fulfilment of
the Joint Conditions Precedent, the Seller and Purchaser shall execute the Joint Conditions
Precedent Satisfaction Letter.

5.4 If the Seller Conditions Precedent, the Purchaser Condition Precedent or the Joint Conditions
Precedent are not satisfied in accordance with Clause 5 (or at any other part of this
Agreement, as may be applicable) or waived by the relevant Parties under this Agreement, if
and to the extent permitted under Applicable Law, by the Long Stop Date, then the:

5.4.1 Parties may, based on a mutual agreement, extend the Long Stop Date; or

5.4.2 Parties may, based on a mutual agreement, proceed to Closing, and the Parties shall
accordingly be bound to perform their respective obligations to ensure Closing; or

5.4.3 Either Party may exercise the rights of termination as set out in Clause 12.2.4 of this
Agreement.

5.5 The Parties hereby agree to cooperate with each other in good faith and provide all requisite
assistance and documentation for the satisfaction of the Seller Conditions Precedent,
Purchaser Condition Precedent and Joint Conditions Precedent set out in this Clause 5 upon
being reasonably requested to do so by any of the Parties, provided however that:

5.5.1 each Party will provide reasonable notice to the other Parties prior to making any
submissions or providing any responses to any Governmental Authorities or any of
the Lenders so that such other Parties are afforded an opportunity to provide their
inputs in relation to such submissions/responses; and

5.5.2 no Party hereto shall make any statements or commitments on behalf of, or provide
any information in relation to any other Party, to any Governmental Authority or any
of the Lenders, without the prior written consent of the other Party, which shall not be
unreasonably withheld or delayed.

22
5.6 Without prejudice to the above, the Purchaser, Seller and the Company shall intimate to the
other Parties, in writing, any communication(s) received from any Governmental Authority
for the Transaction, including, inter alia, queries, requests for additional information, grant or
rejection of such application, within 2 (two) Business Days of the receipt of such aforesaid
communication(s).

5.7 If any Party becomes aware of any circumstances, which will or may reasonably be expected
to prevent any of the Seller Conditions Precedent, Purchaser Condition Precedent and/or the
Joint Conditions Precedent from being satisfied before the Long Stop Date, it shall forthwith
notify the other Parties of the same in writing.

6 PRE-CLOSING AND OTHER COVENANTS

6.1 The Company will, and the Seller will procure that, during the Standstill Period, the Company
shall conduct its business in the manner as stipulated under the Umbrella Agreement.

6.2 Other than as contemplated under this Agreement and/or the Transaction Documents, from the
Execution Date through the Closing Date, the Company will not, and the Seller shall procure t
hat the Company will not, do or resolve, commit or agree to do any of the actions in Clause
3.6 of the Umbrella Agreement, whether by way of a resolution passed by the Board of the Co
mpany and/or shareholders of the Company, or otherwise, without the prior written consent of
the Purchaser.

6.3 Information and Inspection Rights

6.3.1 During the Standstill Period, the Seller shall ensure that the following information in r
espect of the Company is provided to the Purchaser within the timelines specified bel
ow, or, in the absence of such timelines, as soon as reasonably practicable, provided
that no competitively sensitive information is acquired or shared or exchanged by way
of the following information sharing:

(a) minutes of each Board meeting (and committees thereof), and shareholders’
meetings within 10 (ten) days from the date of such Board meeting, meeting
of the committees or shareholders’ meetings;

(b) notice and details of any application for winding up having been filed or
admitted or any statutory notice of winding up or insolvency resolution
having been received by or served on either to the Seller and/or Company
under Applicable Law or any filing of a petition under the IBC against the
Company and/or the Seller, promptly upon the Seller becoming aware of
such notice or filings or proceedings being initiated;

(c) notice and details of any event or circumstance which would result in or in
the opinion of the Seller is likely to: (A) prevent any of the Conditions
Precedent from being fulfilled in accordance with this Agreement; or (B)
result in a notice of any default under any Project Documents; (C) result in
termination or suspension, by whatever name called, under any Material
Contract; or (D) have a Material Adverse Effect, or (E) wherein the Company
is unable to comply with the scheduled payments to its Existing Lenders
and/or non-payment by the Company of any dues exceeding INR 1,00,00,000
(Indian Rupees One Crore) to any operational creditor (as defined in the IBC)
of the Company;

23
 (d) notice and details of any event or circumstance which has resulted or in the
opinion of the Seller is likely to result in a "force majeure event" as defined
under any of the Project Documents which adversely affects the operations of
the Project; and/or has resulted in a change in law which materially and
adversely affects the Company and/or the Project;

(e) any written notice received (i) from any Governmental Authority which has
an adverse impact on the Company and/or its Business; or (ii) in connection
with any Litigation; or (iii) in connection with any Material Contracts, in
each case, which has an adverse impact on the Company and/or its Business
or initiation of any case or proceedings by or against the Company and/or the
Project; and

(f) all such other information as the Purchaser may reasonably request (including
information for the period from Lockbox Date to Execution Date) within 10
(ten) days of such request. Provided that the Seller shall be obligated to
provide such information requested by the Purchaser on a best-efforts basis
and to the extent available with the Seller or which can be reasonably
procured by the Seller on a best effort basis.

6.3.2 During the Standstill Period, the Seller and the Company shall reasonably co-operate
with the Purchaser and shall provide reasonable access and furnish to the Purchaser, u
pon receiving not less than 4 (four) Business Days prior written notice, during normal
business hours to the project site and all information in relation to the properties, docu
ments, Assets, Tax returns, books and records of the Company including setting up of
meetings with the personnel of the Seller and the Company during normal working
hours, in each case as and when reasonably requested by the Purchaser.

6.3.3 During the Standstill Period, the Seller shall provide to the Purchaser viewing access t
o all the bank statements on a fortnightly basis and cash balances of the Company, as
and when requested by the Purchaser.

6.3.4 For the period between the Lockbox Date and the Execution Date, the Seller shall
intimate the Purchaser in writing if the Company has not complied with any of the
obligations identified in Clause 6.3.1 above.

6.3.5 The Parties agree that any information Disclosed under the Execution Disclosure
Letter (“DL Information”), shall not be required to be separately disclosed to the
Purchaser as information as required under Clause 6.3.1 of this Agreement, provided
that the Seller and the Company shall be required to provide all updates
/developments of events to such DL Information to the Purchaser as and when
reasonably requested by the Purchaser.

6.4 PRE-CLOSING ACTIONS

6.4.1 Notwithstanding anything contained in the Transaction Documents, the Parties agree
that the Purchaser shall not be required to proceed to Closing, unless the items set out
in this Clause 6.4 have been satisfied in accordance with the terms of this Agreement
to the reasonable satisfaction of the Purchaser.

6.4.2 The actions required to be completed by the Seller and/or the Company prior to
Closing are identified in Schedule 21 of this Agreement.

6.4.3 Upon the fulfilment of any of the actions under Schedule 21 of this Agreement, the
Seller shall issue a written notice to the Purchaser confirming fulfilment of such

24
 action identified in Schedule 21 of this Agreement, along with evidence of fulfilment
of such item and if on review, the Purchaser is not satisfied with the fulfilment of
such Pre-Closing Actions stipulated above under Clause 6.4.2 it shall issue a written
notice to the Seller of such non-fulfilment. On the fulfilment of the last of the Pre-
Closing Actions to the satisfaction of the Purchaser identified in Clause 6.4.2 above,
the aforesaid Pre-Closing Actions shall be deemed to have been fulfilled.

6.4.4 It is agreed and understood that the Seller shall be obligated to fulfil items identified
in paragraph 13 of Schedule 21 of this Agreement only upon receiving a written
communication from the Purchaser to the Seller (with a copy to the Company) that
the Purchaser is agreeable to proceed to Closing within 1 (one) Business Day if the
conditions in the said items identified in paragraph 13 of Schedule 21 of this
Agreement are fulfilled. It is clarified that upon fulfilment of items identified in
paragraph 13 of Schedule 21 of this Agreement, the Parties shall proceed to Closing
within 1 (one) Business Day thereof.

6.4.5 The Seller (and shall cause the Company to organize and facilitate) and the Purchaser
shall conduct a joint verification of the Revenue Generating Assets of the Company
by the Purchaser, prior to the Closing. The Purchaser agrees and understands that any
visit or inspection of any Project site or any Revenue Generating Asset by it or its
representatives shall be in compliance with the Seller’s / Company’s EHS
requirements as communicated to the Purchaser and shall not undertake any act or
omission that may cause any physical damage to any Revenue Generating Asset.

7 CLOSING AND CLOSING DATE ACTIONS

7.1 Unless any other date is mutually agreed by the Parties, Closing shall occur no later than 5
(five) days from whichever is the earliest in the following (hereinafter referred to as the “Clos
ing Date”):

(i) date of issuance of the Adjustment Notice, where there is no Dispute Notice; or

(ii) where there is a Dispute Notice, the date of the Dispute Notice having been resolved u
nder Clause 3.11.3 and 3.11.4 of the Umbrella Agreement.

7.2 On the Execution Date, each Party shall provide to the other Party certified copies of the appr
oval of its board of directors and shareholders (if applicable), approving the : (a) execution, de
livery and performance by such Party of the Transaction Documents, and (b) the other transac
tions contemplated by the Transaction Documents.

7.3 Subject to the terms and conditions of this Agreement and the CP Finality Date having
occurred, Closing shall take place on the Closing Date, but on or before the Long Stop Date, a
t a place and time mutually agreed to in writing between the Parties. For the avoidance of dou
bt, the Closing shall be considered to have been completed only upon due completion of all th
e actions specified in Clause 7.4 below.

7.4 On the Closing Date:

7.4.1 the Seller shall provide a written certificate, in the form annexed as Part A of Schedule 6
(Format for written certificate) hereof, to the Purchaser confirming that the Warranties are true
and correct as of the Closing Date (in the manner and to the extent prescribed under Clause 8.2
of this Agreement) and no Material Adverse Effect has occurred/ subsisting in relation to the C
ompany.

25
7.4.2 the Purchaser shall issue irrevocable instructions to its bank to transfer an amount equal to the
(a) Closing Sale Consideration after deduction of withholding Tax, if any in the respective Rele
vant Portions to the Designated Accounts; and (b) Defaulting SPV Amount to the Settlement
Escrow Account under the Settlement Escrow Agreement, in each case after deduction of withh
olding Tax, if any. In the event any withholding Tax has been deducted under Applicable Law,
a tax certificate in relation to such deduction shall be provided by the Purchaser to the Seller.

7.4.3 the Seller shall deliver to the respective Depository Participants, the original irrevocable and un
conditional (dematerialised) delivery instruction slips duly executed by the Seller and the
Nominee Shareholder (which signatures shall be witnessed by a witness if required) in connecti
on with a transfer of the respective Sale Securities from the respective Seller DP Account to the
Purchaser’s and Purchaser nominees’ dematerialised accounts and provide to the Purchaser a co
py of such (dematerialised) delivery instruction slips, as duly acknowledged by the Depository
Participant. Provided that the details of the Purchaser’s and Purchaser nominees’ dematerialised
accounts would have been provided by the Purchaser to the Seller at least 5 (five) Business Day
s prior to the Closing Date.

7.4.4 upon the deposit of the Defaulting SPV Amount into the Settlement Escrow Account, the
Defaulting Target SPVs Lenders shall on the same date of such deposit, release the charge/
security created over the Sale Securities of the Defaulting Target SPVs under the Defaulting
SPV Financing Documents (“Security Release”) and upon such Security Release, the Seller
shall transfer the Sale Securities of the Defaulting Target SPVs to the Purchaser, (in the manner
as contemplated under Clause 7.4.3) (“Defaulting SPV Share Transfer”). On completion of
the Defaulting SPV Share Transfer, the Settlement Escrow Agent shall transfer the Defaulting
SPV Amount to the Trust and Retention Accounts of each of the Defaulting Target SPVs and
on receipt of which relevant portions of the Overdues Amount shall be appropriated/ transferred
to the Defaulting Target SPV Lenders (so that the Defaulting SPV Lenders NOC becomes
effective), as per the terms and conditions of the Settlement Escrow Agreement. The Defaulting
SPV Amount provided by the Purchaser to each such Defaulting Target SPV shall be at such
terms and conditions as agreed with the Defaulting Target SPV Lenders.

7.4.5 the Company shall convene a Board meeting and the Seller will cause the Company to convene
a meeting of the Board at which the following business shall be conducted:

(a) Record transfer of the applicable Sale Securities from Seller to the Purchaser

The Board shall pass a resolution approving the sale and transfer of all the Sale
Securities as specified in Schedule 1 of this Agreement from the Seller and the
Nominee Shareholder to the Purchaser and nominee shareholder of the Purchaser,
including recording in the register of members, BenPos status and the register of share
transfers maintained by the Company.

(b) Reconstitution of the Board

The Board shall pass resolutions approving the reconstitution of the Board of the Com-
pany, whereby: (i) Purchaser nominee Directors shall be appointed on the Board; (ii)
existing Directors of the Company shall resign from the Board; (iii) necessary entries in
the register of directors of the Company shall be carried out to record the appointment
of the nominees of Purchaser as Directors and resignation of the specified Directors.

(c) Change in Bank Account

The Board shall pass a resolution for the opening of a new bank account/new bank ac-
counts or change of signatories to the existing bank accounts of the Company, as direc-

26
 ted by the Purchaser, changing signatories to the bank accounts of the Company by ap-
pointing Purchaser’s nominees for operating such bank accounts and terminate all ex-
isting authorisations or power of attorney granted by the Board of the Company.

(d) Other actions

The Parties agree to execute and/or deliver and/or submit all necessary documents,
forms, filings, powers of attorney etc., as may be required for completing the process of
transferring all the Sale Securities held by Seller (and Nominee Shareholder) as listed
in Schedule 1 of this Agreement, and any other actions that may be contemplated or re-
quired for the transaction under this Agreement, including (a) filings and registrations
with the Governmental Authorities, shall have been fulfilled; and (b) Closing actions as
listed in Schedule 8 of this Agreement.

7.5 Closing will not occur unless all of the obligations in Clause 7.4 above are complied with and
are fully effective. The transactions contemplated under this Agreement to be consummated at
Closing, shall be deemed to occur simultaneously and no such transaction shall be consummat
ed unless all such transactions are consummated.

7.6 If on the Closing Date, any Party is in breach of its obligations under Clause 7.4 above, witho
ut prejudice to rights under Clause 12 of this Agreement and Applicable Law, then the non-de
faulting Party may elect to (i) waive the non-fulfilment of such action by the defaulting Party;
(ii) proceed to the Closing to the extent reasonably practicable; or (iii) postpone Closing to a d
ate not being later than the Long Stop Date.

7.7 Upon receipt of the Closing Sale Consideration, the Seller shall duly confirm and
acknowledge the same to the Purchaser (in writing), the Seller shall first utilise the Closing
Sale Consideration towards payment of (a) any outstanding amount towards any Tax claim of
the Seller and payables due to GE India Industrial Private Limited and other operational
creditors of the Seller as well as costs and expenses relating to the Transaction (including but
not limited to fees of advisors), and (b) the balance amount of the Closing Sale Consideration
shall be deposited in the MEIPL Account and utilised towards payment of outstanding dues to
lenders (including working capital lenders and DBS Bank Limited) and/or bond holders of the
Seller and charge release/removal over the power evacuation assets owned by the Seller and
evidence of such release or removal of charge shall be furnished by the Seller to the Purchaser
no later than 2 (two) Business Days from the Closing Date.

7.8 On the Closing Date the Seller agrees that they (and their Group Affiliates) shall be deemed t
o have irrevocably and unconditionally released, waived and discharged, for all purposes, any
and all of their respective rights (whether contractual or otherwise), claims (in law or in equit
y), of any nature, whether known or unknown, fixed or contingent, direct or indirect, that the
Seller or any of its Group Affiliates (in each case including their respective resigning director
s and/or shareholders), or their respective assigns and successors (collectively, the “Releasing
Parties”) may have against the directors, officers, employees, agents, assigns and successors
of the Company (collectively, the “Released Parties”), in relation to any and all claims and al
l amounts payable and/or due in respect of any event prior to the Closing Date and arising fro
m or relating to the Company obligations and all liabilities arising out of or in relation to, any
past events, actions, inactions, omissions or activities or any contract entered into between an
y Releasing Party and any Released Party prior to the Closing Date.

7.9 Co-operation and Transition Support

For a period of 12 (twelve) months from the Closing Date, the Seller shall provide at a
mutually agreed price (as agreed between the Seller and the Purchaser), the necessary
transition support and its personnel (including information technology infrastructure) and suc

27
 h reasonable cooperation and assistance to the Purchaser and execute and deliver to the Purch
aser such instruments, documents and take such other actions as may be reasonably requested
from time to time by the Purchaser in order to carry out, give effect to the intended purpose of
this Agreement including without limitation operation & maintenance, information technolog
y systems, provision of office premised etc.

7.10 Handover of Documents

The Seller and the Company shall within 30 (thirty) days of the Execution Date, provide the
list of records, username, passwords, books, minutes, contracts, Litigation/ Proceedings
documents and case papers, statutory registers, accounts and all related financial information
documents, and such other information, as will be relevant for handover and takeover of the
Company to the Purchaser (“HOTO List”). The Seller agrees and acknowledges that upon
receipt of the HOTO List by the Purchaser, the Purchaser shall have the right to review the
documents and records forming part of the HOTO List and seek modifications to the HOTO
List, if required. On or prior to the Closing Date, the Seller shall handover, physically or
virtually, all the spares and stores to the Purchaser as well as all original copies of the
documents and any database pertaining to the Company, which is in digital form, forming part
of the HOTO List to the Purchaser.

8 REPRESENTATIONS AND WARRANTIES

8.1 The Purchaser hereby makes the representations and warranties to the Seller and the Compan
y, as of the Execution Date and the Closing Date, that:

8.1.1 it is a company duly organised and validly existing under Applicable Law, solvent an
d having full power, authority and legal right to conduct its business as conducted at t
he date of this Agreement.

8.1.2 it is owned or Controlled by persons resident in India (as defined under the NDI
Rules).

8.1.3 the Transaction Documents entered have been duly entered into by the Purchaser, and
constitutes legal, valid and binding obligations on the Purchaser, enforceable in law a
gainst it, in accordance with their respective terms.

8.1.4 except to the extent of the Conditions Precedent and the Pre-Closing Actions, the exe-
cution, delivery, enforceability with respect to the Purchaser and performance of the
Transaction Documents and the consummation of the Transactions contemplated
thereunder does not conflict with, or result in any violation or breach of, or default un-
der:

(i) the Charter Documents of the Purchaser;

(ii) any contract to which the Purchaser is a party;

(iii) Applicable Law (including Applicable Laws relating to anti-trust);

(iv) any approval applicable to the Purchaser;

(v) any Action, Order, judgment, injunction, award, decree, writ or any other
restriction of any kind against, or binding upon the Purchaser.

28
 8.1.5 the execution and delivery of this Agreement and the consummation/performance of t
he transactions contemplated hereunder have been duly approved by the board of dire
ctors of the Purchaser and if applicable, shareholders of the Purchaser, and except as
expressly stipulated under this Agreement, no other action (corporate or statutory) on
the part of the Purchaser is necessary to authorize and approve the execution and deliv
ery of the Agreement or the consummation/ performance of the Transactions contemp
lated hereby by the Purchaser.

8.2 Seller Warranties: Seller and the Company, each jointly and severally, hereby represent, war
rant and covenant to the Purchaser that the representations and warranties set out in Part A of
Schedule 9 (“Authority Warranties”) of this Agreement and representations and warranties
set out in Part B of Schedule 9 (“Business Warranties”/ “Company Warranties”) of this A
greement are true, accurate and not misleading as of the Execution Date (except (i) the
Business Warranties as provided under paragraphs 7.1(b), 7.2, 7.3, 12.1, 12.2, and 12.15 of
Part B of Schedule 9 of this Agreement that provide a status as of Closing Date only; and (ii)
as Disclosed in the Execution Disclosure Letter), and will remain true, accurate and not misle
ading as at the Closing Date (except (i) the Business Warranties as provided under paragraphs
7.1(a) and 9.1 of Part B of Schedule 9 of this Agreement, that provide a status as of Execution
Date only; and (ii) as Disclosed in the Execution Disclosure Letter and the Closing Disclosure
Letter).

8.2.1 Each Warranty shall be construed independently of the other and is not limited by th
e reference to any other paragraph or anything contained in the Agreement or the Sc
hedules.

8.2.2 In the event the Seller intends to issue a Closing Disclosure Letter, a draft of it shall
be delivered to the Purchaser at least 15 (fifteen) days prior to the Closing Date (“Dr
aft Closing Disclosure Date”), disclosing such facts which have occurred or arising
after the Execution Date till Draft Closing Disclosure Date (including any events wh
ich are a continuation or extension or developments of events Disclosed in the Exec
ution Disclosure Letter and have occurred after the Execution Date) (“Draft Closin
g Disclosure Letter”). The Purchaser shall have the right to review the Draft Clos-
ing Disclosure Letter and confirm its acceptance, objections or rejection of the Draft
Closing Disclosure Letter including any suggestions for the manner in which such re
solution is desired (including whether any such issue will need to be included as a S
pecific Indemnity Item). If pursuant to its review, the Purchaser does not agree to
any Disclosure made under the Draft Closing Disclosure Letter, the Purchaser shall
within 5 (five) Business Days of receipt of the Draft Closing Disclosure Letter,
communicate to the Seller in writing its objections to such Disclosures (“Pur-
chaser’s Objections”).

8.2.3 On receipt of the Purchaser’s Objections, the senior representatives of the Seller and
the Purchaser, will use their best endeavours, in good faith, to mutually resolve, the
Purchaser’s Objections within 5 (five) Business Days of receipt of the Purchaser’s
Objections. On successful conclusion between the senior representatives of the
Seller and the Purchaser, the Draft Closing Disclosure Letter as mutually agreed as
aforesaid shall be issued by the Seller as the Closing Disclosure Letter on the Clos-
ing Date.

8.2.4 The Seller shall at its sole discretion have the right to update the Draft Closing Dis-
closure Letter, up to 3 (three) Business Days prior to the Closing Date, for such facts
which have occurred or arising after the Draft Closing Disclosure Date (including an
y events which are a continuation or extension or developments of events Disclosed
in the Execution Disclosure Letter and have occurred after the Draft Closing Disclos
ure Date) provided that the Seller updates the Purchaser of any updates as soon as

29
 reasonably practicable after the Seller becoming aware of such updates (subject to
such updates being agreeable to the Purchaser), and the Purchaser shall have the
right to extend the period for review of such updates, which period shall not extend
beyond the Long Stop Date. It is hereby clarified that if the Closing Disclosure Let-
ter is not in an agreed form, then the Parties shall not be obligated to proceed toward
s Closing.

8.2.5 Any matter set forth in the Disclosure Letters shall be deemed to be validly Disclose
d only if it is truly and fairly disclosed, with sufficient details to enable the Purchase
r to identify and evaluate the nature and scope of the matter Disclosed (“Fair Disclo
sure”). It is hereby clarified for the avoidance of doubt that no disclosures of any na
ture shall be permitted in respect of the Fundamental Warranties (except paragraph
6.10 of Part B of Schedule 9 of this Agreement).

8.2.6 Notwithstanding anything contained in this Agreement or the Transaction Document

s, the Disclosures set out in the Disclosure Letters shall be the only exceptions or qu
alifications to the relevant Warranties being made by the Company and/or Seller un
der this Agreement, except the Fundamental Warranties against which Disclosures o
f any nature are not permitted (except paragraph 6.10 of Part B of Schedule 9 of this
Agreement against which Disclosures are permitted). The Purchaser acknowledges t
hat it has conducted the Due Diligence and that pursuant to the Due Diligence the P
urchaser and its advisors have been given access to information (to the extent it has
been made available to them by or on behalf of the Seller/Company) regarding the C
ompany. Provided that, the Parties agree that such conduct of Due Diligence and/or
review of the information provided shall not prejudice or adversely affect in any ma
nner the indemnification rights (including for all relevant Indemnity Events) of the I
ndemnified Parties (including issuance of Indemnity Claim Notice, Third Party Clai
m Notice or Holdback Third Party Claim Notice) against the Indemnifying Party un
der this Agreement.

9 INDEMNIFICATION AND LIMITATION OF LIABILITY

9.1 The Seller (“Indemnifying Party”) hereby agrees to indemnify, defend and hold harmless the
Purchaser, its Affiliates, and/ or Company its and their directors, officers, employees (“Indem
nified Parties”) on demand, from, against and in respect of all Losses suffered and/or incurre
d by any Indemnified Parties (whether in respect of third party claims, claims between the Par
ties hereto, or otherwise), relating to or arising out of (“Indemnity Events”):

9.1.1 any breach of or misrepresentation in any of the Business Warranties;

9.1.2 any breach of any covenant, undertaking or obligation of the Seller and/or Company c
ontained in this Agreement and/or the Transaction Documents;

9.1.3 any breach of or misrepresentation in any of the Fundamental Warranties;

9.1.4 any breach of or misrepresentation in any of the Tax Warranties;

9.1.5 any fraud or wilful misconduct on the part of the Seller and/or the Company;

9.1.6 the conduct of the Business by the Company prior to the Closing, or any matters arisi
ng from or related to the period prior to the Closing unless such act or omission
relating or connected to the Loss has been undertaken with the written consent,
written recommendation or written advice of the Purchaser, by sharing relevant
information with the Purchaser;

30
 9.1.7 Indemnity Events, if any, agreed in writing between the Parties pursuant to this
Agreement as specific indemnity items (“Specific Indemnity Items”).

9.2 The Indemnifying Party agrees that in the event that any of the Indemnified Parties make any
claim against the Indemnifying Party, the Indemnifying Party shall not pursue any claim, seek
damages, indemnities, reimbursements or contribution of any kind from the Company or any
of its current or former Directors, officers, employees in respect of such claim.

9.3 The Parties agree that the rights of the Indemnified Parties pursuant to this Clause 9 shall be i
n addition to and not exclusive of, and shall be without prejudice to, any other rights and reme
dies available to the Indemnified Parties at equity or under Applicable Law including seeking
specific performance, which right or remedy shall not be affected or diminished thereby. Any
indemnification payments made to an Indemnified Party pursuant to this Clause 9 shall be ma
de without withholding or deduction of any Tax.

9.4 The Seller shall not be liable for any Indemnity Claim by the Purchaser pursuant to Clause 9.1.
1, Clause 9.1.4 and Clause 9.1.6 for any facts, events and circumstances that have been Disclo
sed as a Fair Disclosure in the Execution Disclosure Letter and the Closing Disclosure Letter. 

9.5 It is hereby clarified that any Indemnified Party shall not be entitled to make any claim
against the Seller, after Closing, on the basis that the warranty at paragraph 1(b), 1(c) and 1
(e) of Part A under Schedule 9 of this Agreement was breached as of the Execution Date,
because the approval/ consent as per the conditions precedent specified in of Schedule 32
were obtained by the Seller and/or the Company after the Execution Date but prior to the
Closing Date.

10 INDEMNIFICATION PROCEDURE

10.1 Any claim for indemnity pursuant to Clause 9.1 of this Agreement above (“Indemnity Clai
m”) shall be made by the Purchaser by delivering a notice in writing (“Indemnity Notice”) to
the Indemnifying Party of any Loss or a Third-Party Claim, (which notice shall include all ne
cessary details with respect to the Loss in relation to the Indemnity Claim made in the Indemn
ity Notice, to the extent available with the Indemnified Party). Provided that a delay in issuing
an Indemnity Notice shall not relieve the Indemnifying Party from its obligation to indemnify
and hold harmless the Indemnified Parties in respect of any Indemnity Event. It is hereby
clarified that any Indemnity Claim under this Agreement shall be made by the Indemnified
Parties only on and from the Closing Date and that no indemnity related rights are available to
any Indemnified Party in case Closing does not take place under this Agreement.

10.2 If the Indemnifying Party objects to the indemnification of an Indemnified Party in respect of
any Indemnity Claim under the Indemnity Notice and/or Third Party Claim Notice, the
Indemnifying Party shall, within 5 (five) Business Days after receipt by the Indemnifying
Party of the Indemnity Notice and/or Third Party Claim Notice, deliver to the Purchaser a
written notice to such effect, enclosing in reasonable detail the basis for such objection and
documentary support reasonably necessary to substantiate the objection (“Indemnity
Objection”). Any dispute in relation to the Indemnity Objection shall be settled in accordance
with the procedure set out in Clause 13.10 (Dispute Resolution) of this Agreement.

10.3 In the event the Indemnifying Party does not issue an Indemnity Objection within the time
period stipulated in Clause 10.2 above, the Indemnifying Party shall be deemed to have
accepted its liability in respect of such Indemnity Notice and/or Third-Party Claim Notice and
forthwith pay the Indemnified Party such amount as specified in the Indemnity Notice and/or
Third-Party Claim Notice no later than 5 (five) days from the date of expiry of the
aforementioned time period stipulated in Clause 10.2 above.

31
10.4 The Purchaser agrees and acknowledges that its indemnity rights under this Clause 9 is the
sole monetary remedy available to it with respect to the matters stated in Clause 9 or any
other Transaction Document, other than: (i) if such other Transaction Document has express
monetary relief agreed between the Parties as an alternate to indemnity rights under Clause 9;
and (ii) the right to retain or deduct (as applicable) of any Proposed Holdback Amount from
the Aggregate Holdback Amounts in the manner as provided under Clause 3.12.5(a) (Verified
Leakages) and/or Clause 3.12.5(c) (Maniyachi BG) of the Umbrella Agreement. It is clarified
that any Indemnity Claim issued by the Indemnified Parties during the Holdback Period
which Indemnity Claim qualifies as a Holdback Event and can be subject matter of holdback
as per Clause 3.12 of the Umbrella Agreement, then subject to Clause 10.7.4(c) of this
Agreement, the Indemnified Parties shall first allocate any Losses arising out of such
Indemnity Claim during the Holdback Period towards the Aggregate Holdback Amounts (to
the extent available for allocation) and for Excess Amount (if any), the Purchaser shall have
recourse in the manner and to the extent provided under Clauses 9 and 10 of this Agreement.

10.5 Third Party Claim process for Holdback Period:

10.5.1 If an Indemnity Claim arises on account of any written claim made or written notice
issued by a third party against any of the Indemnified Parties arising during the
Holdback Period, (“Holdback Third Party”),(“Holdback Third Party Claim”), the
Indemnified Party shall give a written notice to the Indemnifying Party specifying the
Third Party Claim, in reasonable detail (“Holdback Third Party Claim Notice”). No
twithstanding anything to the contrary contained in this Agreement, any delay in issui
ng the Holdback Third Party Claim Notice, shall not in any manner prejudice the righ
t of the Indemnified Parties in relation to the right to indemnification under this Agree
ment. It is hereby clarified that the defence of all Holdback Third Party Claims that
the Seller has to take up under Clause 10.5.2 below, even after the expiry of the
Holdback Period, shall be continued to be conducted by the Indemnifying Party in the
manner as provided under this Clause 10.5 of this Agreement as an obligation.

10.5.2 The Indemnifying Party shall assume the defence of any such Holdback Third-Party
Claim (that it is required to under Clause 10.5.1 above) or proceedings in relation
thereto, at the cost and expense of the Indemnifying Party, it being clarified that such
assumption of defence by the Indemnifying Party shall be without prejudice to the
rights of the Indemnified Parties under this Agreement (including Clause 9): (a) when
the Holdback Third Party Claim relates to amounts up to the Aggregate Holdback
Amount then by way of a retention/deduction from the Aggregate Holdback Amounts
in the manner described under Clause 3.12 of the Umbrella Agreement; and (b) when
the Holdback Third Party Claim is with respect to the Excess Amounts, then by way
of exercising its indemnity rights under this Agreement.

10.5.3 The Indemnified Party shall promptly (i) make available to the Indemnifying Party
any information/documents in the possession or control of or which can be
reasonably procured by the Indemnified Party (provided that such obligation to
reasonably procure such information/documents shall be limited to the Purchaser
requesting in writing such information from the concerned party), that the
Indemnifying Party may request to defend such Holdback Third-Party Claim; as well
as (ii) provide all reasonable cooperation as may be required by the Indemnifying
Party in pursuing such Holdback Third Party Claim.

10.5.4 The Holdback Third Party Claim proceedings shall be defended by the Indemnifying
Party, subject to due intimation to the Indemnified Parties. In the event the
Indemnified Party is any ‘director’, ‘officer’ or ‘employee’, then the Indemnity Claim
and any communication in relation thereto shall only be issued on their behalf by the

32
 Purchaser.

10.5.5 Conduct of Claims

(a) If: (i) the Indemnifying Party does not assume the defence of any such Holdback
Third Party Claim, or (ii) Indemnifying Party fails to conduct the defence of such
Holdback Third Party Claim in accordance with the provisions of Clause 10.5,
the Indemnified Parties shall have the right, but not the obligation, to participate
in any such defence of the Holdback Third Party Claim along with the
Indemnifying Party and have access to and consult with the counsel engaged by
the Indemnifying Party in relation to such defence, at the cost and expense of the
Indemnified Party, along with the right to (a) provide comments and suggestions
to the filings and defence of such Holdback Third Party Claim, which comments
and suggestions shall be reasonably considered by the Indemnifying Party and to
(b) retain separate counsel at its own cost and expense, provided however that
the Indemnifying Party shall continue to lead the handling of the Holdback Third
Party Claim at its own discretion and the Indemnified Party shall have no right
to: (i) appeal, settle or compromise the matter; or (ii) take any position that is not
in line with the positions being taken by the Indemnifying Party on the matter.

(b) The Indemnifying Party in relation to the Holdback Third Party Claim shall have
the right to settle such Holdback Third Party Claim with the prior written consent
of the Indemnified Parties which consent shall not be unreasonably withheld.
Provided however, the Indemnifying Party shall not have the right to make (I)
admissions or acknowledgement of any wrongdoing on behalf of the Indemnified
Parties; or (II) admissions which result in a criminal action against or criminal
liability on the part of any Indemnified Party. Provided that the Indemnifying
Party shall continue to remain liable to the Indemnified Parties for the balance
unsettled portion of the Holdback Third-Party Claim (if any), and the
Indemnifying Party shall continue to defend the Holdback Third Party Claim
with respect to such balance unsettled portion in the manner provided hereunder.

(c) For any Holdback Third Party Claim that involves an Excess Amount, the
Purchaser shall assume the defence of such Holdback Third Party Claim. The
Indemnifying Party shall make available to the Indemnified Parties any
information/documents in the possession or control of the Indemnifying Party
that may be necessary to defend such Holdback Third-Party Claim and shall
provide all reasonable cooperation as may be required by the Indemnified Parties
in pursuing such Holdback Third Party Claims. Such Holdback Third Party
Claim shall be defended by the Indemnified Party in the same manner as
prescribed for Third Party Claim after the Holdback Period in Clause 10.6 of this
Agreement.

(d) If any payments (including interim payments, expenses, fees, penalties or any
other payments) are required to be made by the Indemnifying Party and/or
Indemnified Parties pursuant to an order (interim or otherwise), judgment, decree
of a court or a judicial/quasi-judicial authority, which order, judgment or decree
has not been stayed in accordance with Applicable Law, or as a condition to
obtaining a stay from, or for challenging a Tax demand by, a Governmental
Authority for any such Holdback Third Party Claim (“Holdback Third Party
Payments”), then the Indemnifying Party shall make such payment within the
period as stipulated under such judicial order, or such shorter period as required
by the Applicable Law for payment of such Holdback Third Party Payment. It is
hereby clarified that the Holdback Third-Party Payments shall be only payable
by the Indemnifying Party, irrespective of the Indemnified Parties or the

33
 Indemnifying Party conducting such Third-Party Claim in accordance with this
Clause 10.

(e) Notwithstanding anything contained in this Agreement, it is hereby clarified that

in the event an Indemnity Claim pursuant to a Holdback Third Party Claim is
raised or arises on account of any claim made by a third party which could result
or reasonably expected to result in (i) suspension or stoppage of the operations of
any Project; and/or (ii) attachment / sealing of any assets of such Project or
immediate reduction in tariff under the PPA or termination of the PPA; and/or
(iii) in criminal action against or criminal liability on the part of any Indemnified
Party, then the Indemnified Parties shall be entitled to first assume the defence of
any such Holdback Third-Party Claim or proceedings in relation thereto, at the
reasonable cost and expense of the Indemnifying Party to mitigate any of the
aforesaid adverse circumstances with prior intimation to the Indemnifying Party
and upon reasonable mitigation having been achieved, shall handover the control
of such claim to the Indemnifying Party as per Clause 10.5.5 of this Agreement.
The Purchaser shall not undertake any steps under this Clause that would settle
or compromise the Holdback Third Party Claim or create an admission of wrong
doing/criminal liability on the Indemnifying Party. The Indemnified Party shall
take reasonable steps to mitigate any Loss (suffered or incurred) which they may
suffer in consequence of such Third Party Claim.

10.6 Third Party Claim process after Holdback Period:

10.6.1 If an Indemnity Claim arises on account of any claim made by a third party against an
y of the Indemnified Parties arising after the Holdback Period or pertains to any
Excess Amounts (“Third Party Claim”), the Indemnified Party shall give a written n
otice to the Indemnifying Party specifying Third Party Claim in reasonable detail (“T
hird Party Claim Notice”). Notwithstanding anything to the contrary contained in th
is Agreement, any delay in issuing Third Party Claim Notice, shall not in any manner
prejudice the right of the Indemnified Parties in relation to the right to indemnificatio
n under this Agreement.

10.6.2 The Indemnified Party shall assume the defence of any such Third-Party Claim or
proceedings in relation thereto, at the reasonable cost and expense of the
Indemnifying Party, it being clarified that such assumption of defence by the
Indemnified Party shall be without prejudice to the indemnification rights of the
Indemnified Parties under this Agreement (including Clause 9) and without diluting
or affecting the indemnification obligation of the Indemnifying Party as per the terms
of this Agreement:

10.6.3 The Indemnifying Party shall promptly (i) make available to the Indemnified Party
any documents in the possession or control of or which can be reasonably procured
by the Indemnifying Party (provided that such obligation to reasonably procure such
documents shall be limited to the Seller requesting such information from the
concerned party), that the Indemnified Party may request to defend such Third-Party
Claim; as well as (ii) provide all reasonable cooperation as may be required by the
Indemnified Party in pursuing such Third Party Claim.

10.6.4 The Third Party Claim proceedings shall be defended by the Indemnified Party,
subject to due intimation to the Indemnifying Party.

10.6.5 Conduct of Claims

(a) If: (i) the Indemnified Party does not assume the defence of any such Third Party

34
 Claim, or (ii) Indemnified Party fails to conduct the defence of such Third Party
Claim in accordance with the provisions of Clause 10.6.2, the Indemnifying
Party shall have the right, but not the obligation, to participate in any such
defence of the Third Party Claim along with the Indemnified Party and have
access to and consult with the counsel engaged by the Indemnified Party in
relation to such defence, at the cost and expense of the Indemnifying Party, along
with the right to (a) provide comments and suggestions to the filings and defence
of such Third Party Claim, which comments and suggestions shall be reasonably
considered by the Indemnified Party and to (b) retain separate counsel at its own
cost and expense, provided however that the Indemnified Party shall continue to
lead the handling of the Third Party Claim at its own discretion and the
Indemnifying Party shall have no right to: (i) appeal, settle or compromise the
matter; or (ii) take any position that is not in line with the positions being taken
by the Indemnified Party on the matter.

(b) The Indemnified Party in relation to the Third Party Claim shall have the right to
settle such Third Party Claim with the prior written consent of the Indemnifying
Party which consent shall not be unreasonably withheld. Provided however, the
Indemnified Party shall not have the right to make (I) admissions or
acknowledgement of any wrongdoing on behalf of the Indemnifying Party; or
(II) admissions which result in a criminal action against or criminal liability on
the part of any Indemnifying Party. Provided that the Indemnified Party shall
continue to defend the Third Party Claim with respect to such balance unsettled
portion in the manner provided hereunder.

(c) If any payments (including interim payments, expenses, fees, penalties or any
other payments) are required to be made by the Indemnified Parties pursuant to
an order (interim or otherwise), judgment, decree of a court or a judicial/quasi-
judicial authority, which order, judgment or decree has not been stayed in
accordance with Applicable Law, or as a condition to obtaining a stay from, or
for challenging a Tax demand by, a Governmental Authority for any such Third
Party Claim (“Third Party Payments”), then the Indemnifying Party shall make
such payment within 10 (ten) Business Days from the receipt of such notice by
any Indemnified Party, or such shorter period as required by the Applicable Law
for payment of such Third Party Payment. It is hereby clarified that the Third-
Party Payments shall be only payable by the Indemnifying Party, irrespective of
the Indemnified Parties or the Indemnifying Party conducting such Third-Party
Claim in accordance with this Clause 10.

10.7 Limitation of Liability

10.7.1 Minimum Claims: The Indemnifying Party shall not be liable for a Loss suffered or
incurred by any Indemnified Parties, if it arises out of a single Indemnity Event,
which is lesser than INR 20,00,000 (Indian Rupees Twenty Lakhs) per Target SPV
(“De-Minimis Amount”). Provided that, for the purposes of the foregoing, individual
claims arising from the same cause of action shall be aggregated and considered to
form part of a single Loss. The provisions relating to Basket and certain other
limitations shall be as per the terms and conditions of the Umbrella Agreement.

10.7.2 Provided that, the aforesaid limitations of liability as set out in Clauses 10.7.1, shall
not apply to any and all liabilities of the Indemnifying Party arising on account of
Clause 9.1.3 (Breach of Fundamental Warranties), Clause 9.1.5 (Fraud or Wilful
Misconduct) and Clause 9.1.7 (Specific Indemnities)

35
10.7.3 Indemnity Financial and Time Limitations

(a) The aggregate monetary liability of the Indemnifying Party for any Loss
suffered and/or incurred by any of the Indemnified Parties under this
Agreement shall be subject to the limitations under Clause 3.7.2(a) of the
Umbrella Agreement.

(b) The time limitations applicable on the obligation of the Indemnifying Party to
indemnify, defend and hold harmless the Indemnified Parties for any Loss
suffered and/or incurred by any of the Indemnified Parties under this
Agreement shall be subject to the limitations under Clause 3.7.2(b) of the
Umbrella Agreement.

10.7.4 Other Limitations

Any obligation of the Indemnifying Party to indemnify and hold harmless the Indemnified
Parties, in relation to any Indemnity Claim, shall also be subject to the extent of the following
limitations on liability:

(a) Indemnified Party’s duty to mitigate: The Indemnified Parties shall take reasonable
steps to mitigate any Loss (suffered or incurred) which they may suffer in
consequence of any matter which gives rise to a claim under Clause 9 and Clause 10
of this Agreement. For the avoidance of doubt, the liability of the Indemnifying Party
to indemnify and hold harmless the Indemnified Parties under this Clause 9 and 10 of
this Agreement, shall be reduced to the extent any Loss is not mitigated in breach of
this Clause 10.7.4(a).

(b)Purchaser’s Breach: The Indemnifying Party shall not be liable in respect of an Indemnit
y Claim under any Indemnity Notice to the extent that such claim has arisen solely
due to a breach by an Indemnified Party of the terms of this Agreement or pursuant to
the specific written consent of the Purchaser by sharing relevant information with the
Purchaser or written direction of the Purchaser.

(c) No double recovery: The Indemnified Parties shall not be entitled to make a claim or
recover indemnity or obtain payment, reimbursement or restitution more than once in
respect of the same Loss, whether during the Holdback Period or after the Holdback
Period. For the avoidance of doubt, it is clarified that any Holdback Third-Party
Claim for amounts which are up to any payables (but excluding any incremental
amounts over and above the payable amounts disclosed) forming part of the liabilities
of the Company (excluding payables to Related Parties), as already disclosed under
the Audited Accounts shall not be a subject matter of holdback from the Aggregate
Holdback Amounts or a subject matter of an Indemnity Claim (except for any
incremental amounts over and above the payable amounts disclosed).

(d)When Payable: Without affecting the provisions of Clause 3.12 of the Umbrella
Agreement, which shall be applicable with respect to any deductions from the
Aggregate Holdback Amounts as per the terms thereof, any other obligation of, the
Indemnifying Party to pay or make good any Loss for an Indemnity Event would
arise only subsequent (and within 60 (sixty) days from the date of the Non-
Appealable Order) to a Non-Appealable Order that makes the Indemnifying Party
liable for such Loss or any settlement pursuant to an Indemnity Claim (with the prior
written consent of the Purchaser as set out in Clause 10.5.5(b) of this Agreement).
Provided further that if an Indemnity Claim is made with respect to a contingent

36
 liability on or before the expiration of the relevant time limit specified in Clause
10.7.3(b) above, the Indemnified Party’s right with respect to such Indemnity Claim
shall not lapse on account of such contingent liability crystallizing after the expiration
of such time limit.

(e) Change in Law: The Indemnifying Party shall have no liability for any Loss suffered or
incurred by any Indemnified Party if and to the extent, it is directly attributable to, or
the amount of such Loss suffered or incurred is increased as a result of, any change of
Applicable Law after the Closing Date which retrospectively applies to the period
prior to the Closing Date.

(f) Subsequent Recovery: If any Indemnifying Party pays an amount to an Indemnified Party
in discharge of an Indemnity Claim, and such Indemnified Party subsequently
recovers (by way of cash or any other means) from a third party (including insurers),
any amount to compensate for the Loss that gave rise to such Indemnity Claim (or
any portion thereof), then:

(i) if the aggregate amount of Losses suffered by the Indemnified Party has been
fully compensated for by the Indemnifying Party, the Indemnified Party shall
pay to the Indemnifying Party the lower of (A) the Sum Recovered; and (B)
amounts paid by the Indemnifying Party to the Indemnified Party in relation
to such Indemnity Claim; or

(ii) if the amounts paid by the Indemnifying Party are less than the Losses
suffered by the Indemnified Party, and the aggregate of the amounts paid by
the Indemnifying Party and the Sum Recovered exceeds the Losses suffered
by the Indemnified Party, the Indemnified Party shall pay to the
Indemnifying Party the lower of (A) the amount of such excess; and (B)
amounts paid by the Indemnifying Party to the Indemnified Party in relation
to such Indemnity Claim.

Further, amounts payable to the Indemnifying Party pursuant to sub-Clauses

(i) and/or (ii) above shall be subject to Tax deductions as applicable.

For the purposes of the foregoing, (“Sum Recovered”), means an amount

equal to the total of the amount(s) recovered from the third party less all costs
incurred by the Indemnified Party in recovering such amount(s) from the
third party (including any additional amounts of insurance premium payable
as a result of such recovery, provided that such additional amounts of
insurance premium are not attributable to any additional coverage or benefit
obtained in such insurance policy) and any Tax paid or payable by the
Indemnified Party on any amounts recovered from such third party.

11 CONFIDENTIALITY

11.1 The Parties acknowledge that the subject matters and the terms contemplated herein are of a c
onfidential nature and no Party shall make or cause to be made any announcement or disclosu
re to any third party without the prior written consent of the other Parties, except as, and to th
e extent required by any Applicable Laws or legal process issued by any Governmental Autho
rity or rules or regulations of any relevant regulatory authority (including but not limited to an
y relevant stock exchange). Further, to the extent not prohibited by Applicable Law, the conte
nts of any such disclosure made by a Party shall be provided for review to the other Parties pri
or to such disclosure being made, and the disclosing Party shall ensure that the deal value for
the Transaction is not disclosed prior to the Closinghaving taken place under each of the
Transaction Documents. It is also understood that any disclosure to a Party’s (i) board membe

37
 rs or board of directors; and (ii) stakeholders (for the avoidance of doubt, excluding employee
s of the Company) on a need to know basis; is bound by confidentiality obligations equivalent
to those under this Agreement, shall not be considered to be a public announcement or disclos
ure.

11.2 Each of the Parties acknowledge that such Party has/ may have information in respect of or re
lating to the business of the Company and the other Parties, including its financing arrangeme
nts and dealings, transactions, Intellectual Property, affairs plans and proposals, all of which i
nformation is important to the business of the Company and the Parties (“Confidential Infor
mation”), which shall be kept confidential. Confidential Information includes without limitati
on, confidential or secret information relating to the trade secrets, know-how, ideas, business
methods, finances, prices, business plans, sales targets, statistics, customer lists, customer rela
tionships, computer systems and computer software pertaining to the business of the Compan
y. Each of the Parties further acknowledge that the disclosure of Confidential Information, if a
ny, in their possession, whether directly or indirectly to any Person would place the other Part
ies at a disadvantage/ risk and would do damage to the respective Party’s business.

11.3 Notwithstanding the aforementioned provisions of Clause 11.2 above, information shall not b
e deemed to be Confidential Information and the recipient thereof shall have no obligation wit
h respect to such information if such information:

11.3.1 was or becomes generally known to the public, other than by reason of a breach of thi
s Agreement or any Transaction Documents by the other Party; and/or

11.3.2 is or was already known to the recipient prior to the Execution Date other than by virt
ue of such information having been given to the recipient by any Party; and/or

11.3.3 is received by the recipient from a third party which is not subject to similar confident
iality restrictions and without breach of this Agreement; and/or

11.3.4 which the recipient of such information can clearly and unambiguously prove to have
been independently developed by the recipient.

11.4 After Closing, the Seller shall keep all information in relation to the Company (“Company In
formation”) confidential and shall not without the prior written consent of the Purchaser, div
ulge the Company Information to any other Person, or use it for any purpose other than for
fulfilling obligations or exercising rights that the Seller may have after Closing, pursuant to
any Transaction Document.

11.5 Exceptions: The obligations contained in this Clause 11 shall not apply to any part of the Con
fidential Information in the case where that part of the Confidential Information that is or has
become public (other than by breach of this Agreement) and shall not restrict any disclosure b
y any Party required by Applicable Law or regulation or requirement of a stock exchange or b
y any court of competent jurisdiction, any enquiry or investigation by any Governmental Auth
ority which is lawfully entitled to require any such disclosure, provided that, so far as it is law
ful and practical to do so prior to such disclosure, the Party subject to such disclosure shall pr
omptly notify the other Parties of such requirement.

11.6 After Closing, upon written request of the Purchaser, the Seller shall promptly, return/destroy
all Company Information in their possession, together with any copies in their possession (or i
n the possession of any of their employees, officers, advisors and agents), and shall confirm c
ompliance of this Clause 11 to the Purchaser (except (x) as required by Applicable Law or pro
fessional standards or bona fide internal compliance policies or procedures, or by this Agreem
ent, (y) that any Company Information stored in electronic media shall be destroyed to the ext

38
 ent practicable); and (z) Company Information that could be required for fulfilling obligations
or exercising rights that the Seller may have after Closing, pursuant to any Transaction
Document).

12 TERMINATION

12.1 Termination Rights: This Agreement will become effective on the Execution Date and will c
ontinue to remain valid and subsisting unless terminated in accordance with Clause 12.2 belo
w.

12.2 This Agreement may be terminated prior to the Closing, in the following circumstances:

12.2.1 Termination by Purchaser: By the Purchaser, if: (i) the Seller Conditions Precedent
are not fulfilled as of Long Stop Date, (ii) a Material Adverse Effect occurs prior to th
e Closing Date; (iii) an Insolvency Event occurs in relation to the Seller and/or Comp
any prior to the Closing Date.

12.2.2 Termination by Seller: By Seller, if: (i) the Purchaser Condition Precedent is not ful-
filled as of Long Stop Date, or (ii) an Insolvency Event occurs in relation to the Pur-
chaser.

12.2.3 Termination by mutual consent: At any time by mutual consent of the Parties in wri
ting.

12.2.4 Termination on expiry of Long Stop Date : Either Party may terminate at its sole
discretion by notice in writing to the other Party if the Closing does not occur on or pr
ior to the expiry of the Long Stop Date.

12.2.5 Breach of Agreement: By the Purchaser, if the Seller and/or Company has breached t
he material terms and conditions of this Agreement and such breach is not cured withi
n a period of 30 (thirty) days following a notice from the Purchaser of occurrence of s
uch breach. Provided that breach of Clause 6.3.1(f) of this Agreement by the Seller,
shall not constitute a termination event under this Clause 12.2.5.

12.2.6 Breach of Warranties: By the Purchaser, if there occurs a breach of any Fundamenta
l Warranties.

12.2.7 Restraining Order from Government: Upon the issuance by any Governmental Aut
hority of any order restraining, enjoining or otherwise prohibiting the Purchaser, the C
ompany or the Seller from consummating the transactions contemplated hereby or any
Applicable Law shall have rendered the transactions contemplated under this Agreem
ent illegal.

12.2.8 This Agreement shall stand automatically terminated if the Umbrella Agreement, FS
Agreements, Target SPV SPAs (other than this Agreement) and Select Target SPV
Subscription Agreements stands terminated as per the terms thereof.

12.2.9 The Purchaser’s right to terminate this Agreement shall be without prejudice to any ot
her rights and remedies that the Purchaser may have under Applicable Law including
the right to seek specific performance of obligations of the Seller and/ or the Compan
y under this Agreement or any other non-monetary remedy for breach of the terms of t
his Agreement by the Seller and/ or the Company.

12.3 Consequences of termination: Except as otherwise specifically provided herein, the terminat
ion of this Agreement for any reason whatsoever will be without prejudice to any rights or obl

39
 igations accrued to or in respect of the Parties prior to the date of termination and will not rele
ase any Party from any liability that at the time of termination has already accrued to any othe
r Party, or which thereafter may accrue in respect of any act or omission taken or suffered pri
or to or on such termination, nor will any such termination hereof affect in any way the surviv
al of any right, duty or obligation of any such Party which is expressly stated to survive termi
nation hereof.

12.4 Survival: If this Agreement is terminated pursuant to Clause 12.2 above, this Agreement will
have no further force or effect and, unless expressly provided otherwise in this Agreement, no
Party will have any further liability or obligation with respect to this Agreement. The provisio
ns of Clauses 1 (Definitions and Interpretation), Clause 8 (Representations and Warranties),
Clause 11 (Confidentiality), Clause 13 (Miscellaneous) and Clause 12.3 and this Clause 12.4,
will survive the termination of this Agreement and nothing herein will relieve any Party from
its obligations under such provisions or from any liability pursuant to this Agreement prior to
its termination.

13 MISCELLANEOUS

13.1 Notices

13.1.1 Any notices, requests, demands or other communication required or permitted to be gi

ven under this Agreement shall be written in English and shall be delivered in person,
or sent by courier or by certified or registered mail, postage prepaid or transmitted by
electronic mail and properly addressed as follows:

If to the Purchaser:
Kind Attn: Mr. Abhay Yagnik
Designation: Vice President – Business Development
Address: JSW Centre, Bandra Kurla Complex, Bandra (East), Mumbai – 400
051
Phone Nos: 022 4286 2149
Fax / No: 022 4286 3000
E-mail: abhay.yagnik@jsw.in

If to Seller:
Kind Attn: Mr. Uday Chandra
Address: 8001, Q-City, S.No:109, Gachibowli, Hyderabad- 500 032, India
Email: uday.chandra@mytrah.com

If to the Company before Closing:

Kind Attn: Mr. Uday Chandra
Address: 8001, Q-City, S.No:109, Gachibowli, Hyderabad- 500 032, India
Email: uday.chandra@mytrah.com

If to the Company after Closing:

Kind Attn: Mr. Abhay Yagnik
Designation: Vice President – Business Development
Address: JSW Centre, Bandra Kurla Complex, Bandra (East), Mumbai – 400
051
Phone Nos: 022 4286 2149
Fax / No: 022 4286 3000
Email: abhay.yagnik@jsw.in

Or at such other address as the Party to whom such notices, requests, demands, or

40
 other communication is to be given shall have last notified the Party giving the same
in the manner provided in this Clause 13.1, but no such change of address shall be
deemed to have been given until it is actually received by the Party sought to be
charged with the knowledge of its contents. Any notice, request, demand or other
communication delivered to the Party to whom it is addressed as provided in this
Clause 13.1 (Notices) shall be deemed (unless there is evidence that it has been re-
ceived earlier) to have been given and received, if:

(i) delivered by hand, at the time of delivery; when proof of the delivery has bee
n obtained; or

(ii) sent by electronic mail, on the day when delivered by electronic mail to the pr
oper electronic mail address; or

(iii) sent by registered mail, except air mail, or a reputed national courier service,
5 (five) Business Days after posting it; or

(iv) sent by air mail, or a reputed international courier service, 7 (seven) Business
Days after posting it.

13.1.2 All notices communicated by e-mail shall be followed by a copy thereof being sent by
post to the addressee. A notice or other communication received on a day other than a
Business Day, or after business hours in the place of receipt, shall be deemed to be gi
ven on the next following Business Day in such place.

13.1.3 In the event, a Party refuses delivery or acceptance of a Notice, request or other comm
unication, under this Agreement, it shall be deemed that the Notice was given upon pr
oof of the refused delivery, provided the same was sent in the manner specified in this
Agreement.

13.2 Costs and Expenses

13.2.1 Each of the Parties shall be responsible for and bear their own costs and expenses incl
uding without limitation, any fees and expenses of counsel, accountants, investment b
ankers, finders, brokers and other professional advisories incurred in connection with
the preparation, execution and delivery of this Agreement. Except as otherwise men-
tioned in this Agreement, the Seller and the Purchaser shall equally bear all stamp dut
ies related to the execution of this Agreement and the Transaction Documents.

13.2.2 In the event this Agreement is terminated pursuant to Clause 12 (Termination), neithe
r Party will seek reimbursement of any of the costs and expenses incurred in connecti
on with this Transaction from the other Party.

13.3 Waiver

Any term or condition of this Agreement may be waived at any time by the Party that is en-
titled to the benefit thereof, but no such waiver shall be effective unless set forth in a written
instrument duly executed by or on behalf of the Party waiving such term and condition. No
waiver by a Party of any term or condition of this Agreement, in any one or more instances,
shall be deemed to be or construed as a waiver of the same or any other term or condition of
this Agreement on any future occasion. A waiver or consent shall be effective only for the
purpose for which it is given. No default or delay on the part of any Party in exercising any
rights, powers or privileges operates as a waiver of any right, nor does a single or partial exer -

41
 cise of a right preclude any exercise of other rights, powers or privileges.

13.4 Amendment

No modification, amendment or waiver of any of the provisions of this Agreement shall be ef-
fective unless made in writing specifically referring to this Agreement and duly signed by
each of the Parties to this Agreement.

13.5 No Third-Party Beneficiary

The terms and provisions of this Agreement are intended solely for the benefit of the Parties
hereto and their respective successors or permitted assigns, and no provision of this Agree-
ment shall be deemed to confer upon any other Persons any remedy, claim, liability, reim-
bursement, claim of action or other rights in excess of those existing without reference to this
Agreement, other than a Person entitled to indemnity under Clauses 9 and 10 (Indemnifica-
tion and Limitation of Liability) of this Agreement.

13.6 No Assignment; Binding Effect

Neither this Agreement nor any right, interest or obligation hereunder may be assigned by
either Party without the prior written consent of the other Party and any attempt to do so will
be void, except: (i) for assignments and transfers by operation of Applicable Laws; and
(ii) that the Purchaser may assign any or all of its rights, interests and obligations hereunder to
an Affiliate or to any transferee of Sale Securities, without the prior written consent of the
other Parties to this Agreement. Subject to the preceding sentence, this Agreement is binding
upon, inures to the benefit of and is enforceable by the Parties and their respective successors
and permitted assigns.

13.7 Severability

If any of the provisions of this Agreement is or becomes invalid, illegal, or unenforceable, the
validity, legality or enforceability of the remaining provisions shall not in any way be affected
or impaired. Notwithstanding the foregoing, the Parties to this Agreement shall thereupon ne-
gotiate in good faith in order to agree on the terms of a mutually satisfactory provision,
achieving as nearly as possible the same commercial effect, to be substituted for the provision
so found to be void or unenforceable.

13.8 Entire Agreement

This Agreement when signed, and any other document or agreement executed pursuant to this
Agreement constitutes the entire agreement between the Parties hereto with respect to the subj
ect matters of this Agreement and supersedes all prior agreements, letter of intent(s) and non-
disclosure agreements and undertakings, both written and oral, with respect to the subject mat
ter hereof.

13.9 Governing Law

This Agreement and performance hereunder will be governed by and construed in accordance
with the laws of India and subject to Clause 13.10 below, the courts at New Delhi, India, shall
have exclusive jurisdiction.

42
13.10 Dispute Resolution

13.10.1.Any and all disputes and claims between the Parties to this Agreement arising out of
or in connection with this Agreement or its performance (including the validity of this
Agreement) (“Dispute”) shall, so far as is possible, be settled amicably between the P
arties to this Agreement.

13.10.2.If after a period of 30 (thirty) days from the date of notice by a Party under Clause 13.
10.1, the Parties to the dispute have failed to reach an amicable settlement, such dispu
tes arising out of or in connection with this Agreement or its performance (including t
he validity of this Agreement), at the written request of any of the Parties to the disput
e, shall be settled by binding arbitration and such arbitration shall be under and in ter
ms of the arbitration under the Arbitration and Conciliation Act, 1996 as amended fro
m time to time.

13.10.3.The venue, seat or legal place of arbitration shall be New Delhi. All proceedings of su
ch arbitration including the award shall be in the English language and shall be kept c
onfidential by the Parties to this Agreement.

13.10.4.The arbitration tribunal shall consist of 3 (three) arbitrators. The Purchasers shall nom
inate one arbitrator and the Seller shall nominate one arbitrator. The two arbitrators th
us appointed shall nominate the third presiding arbitrator, who shall act as chairman. I
f a Party does not nominate an arbitrator within 15 (fifteen) days of the matter being r
eferred to arbitration, then the arbitrator shall be appointed as per the Arbitration and
Conciliation Act, 1996.

13.10.5.The arbitration award rendered shall be final and binding on the Parties to the dispute.

13.10.6.Each Party to a dispute shall pay its own fees, disbursements and other charges, excep
t as may be determined by the arbitration panel.

13.11 Further Assurances

Each of the Parties agree to do all such further acts and things and to execute and deliver all
such additional documents as are necessary or required to give full effect to the terms of the
Transaction Documents. Without foregoing the generality of the above the Purchaser shall en-
sure that if a nominee acquires any Sale Securities at Closing, said nominee is a Person Con-
trolled solely by the Purchaser.

13.12 Publicity

Except as required by Applicable Law, (a) no press release or announcement related to this
Agreement or the transactions contemplated herein, will be issued by any Party pre-Closing
without the prior written consent of all other Parties, and (b) no press release or announce-
ment related to this Agreement or the transactions contemplated herein, will be issued by
Seller post-Closing without the prior written consent of the Purchaser.

13.13 Counterparts

This Agreement may be executed in any number of counterparts, each of which will be
deemed an original, but all of which together will constitute one and the same instrument. If
the Parties are not located at one place on the date of signing of this Agreement, the signature

43
 page of the counterpart signed by a Party shall be transmitted to the other Party by facsimile
transmission or email and the same shall be deemed to be the signature of such Party on this
Agreement.

13.14 Independent Contractors

Each Party hereto is an independent contractor and nothing contained in this Agreement shall
be construed to be inconsistent with this relationship or status. Neither Party owes a fiduciary
duty to the other and nothing contained herein shall be deemed to create any association,
partnership, joint venture or relationship of principal and agent between the Parties hereto or
any Affiliates or subsidiaries thereof or to provide any of the Parties with the right, power or
authority, whether express or implied to create any such duty or obligation on behalf of any
other Party.

13.15 Use of Name

The Purchaser shall, within 18 (eighteen) months from the Closing Date, change the name of
the Company so as to no longer use the name “Mytrah”. Following the Closing Date, the
Company shall diligently and promptly pursue the necessary Approvals for change of name;
provided that in the event that the Company has not received all Approvals for change of
name within the aforesaid period, then the Company may request the Seller for an extension
for use of the name of the Seller after 18 (eighteen) months from the Closing Date (at
mutually agreed reasonable charges between the Seller and the Purchaser for such use of
name), which request shall not be unreasonably denied by the Seller. To ensure continuity of
business, the Seller hereby grants a non-exclusive license to the Company to use or make
references to ‘Mytrah’ name, until 18 (eighteen) months from the Closing Date without
payment of any costs/ expenses/ royalty in relation to the use of the ‘Mytrah’ name.

13.16 Change of Registered Office

The Purchaser shall, within 3 (three) months after the Closing Date (which date may be
extended by mutual consent of the Purchaser and the Seller) file an application with relevant
Governmental Authorities to change the registered office of the Company from the current
registered office, and make all necessary filings as required under Applicable Law. However,
until the registered office of the Company has been shifted to a location selected by the
Purchaser, (i) Seller affirms that post Closing, the Company can continue to use the current
registered office premises as its registered office at no cost to the Company and/or Purchaser;
and (ii) Seller shall forward any communication addressed to the Company received by them
to the corporate office of the Purchaser as set out Clause 13.1 (Notices) within 4 (four)
Business Days after receiving them at the existing registered office of the Company.

13.17 The Seller shall on the Execution Date provide a written certificate, in the form annexed as
Part B of Schedule 6 (Format for written certificate) hereof, to the Purchaser confirming that
no Material Adverse Effect has occurred/ subsisting in relation to the Company.

(remainder of the page intentionally left blank)

(Signature page follows)

44
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the Parties as
of the date first written above.

For and on behalf of JSW NEO ENERGY For and on behalf of MYTRAH VAYU (SOM)
LIMITED PRIVATE LIMITED

__________________ __________________
Name: Abhay Yagnik Name: Nikhil Kalantri
Designation: Authorised Signatory Designation: Authorised Signatory

For and on behalf of MYTRAH ENERGY

(INDIA) PRIVATE LIMITED

__________________
Name: Goverdhan Reddy Katla
Designation: Authorised Signatory

45
 SCHEDULE 1
(PART A)

ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL OF THE COMPANY AS ON EX-

ECUTION DATE

Sr. Name of Shareholder Shares held % of shareholding

No.

1. Mytrah Energy India Private Limited 3,03,68,230 99.99996

2. Mr. Vikram Kailas 10* 0.00004

Total 3,03,68,240 100

*Shares are beneficially held in the name of MEIPL

CCDs AS ON EXECUTION DATE

Sr. Name of Debenture Holders No. of CCDs % of holding

No.
1. Mytrah Energy India Private Limited 1,83,25,760 100
Total 1,83,25,760 100

(PART B)

ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL OF THE COMPANY

IMMEDIATELY AFTER THE CLOSING

Sr. Name of Shareholder Shares held % of shareholding

No.

1. JSW Neo Energy Limited 3,03,68,234 99.99999

2. JSW Hydro Energy Limited* 1 0.00001
3. JSW Energy (Barmer) Limited* 1 0.00001
4. JSW Energy (Kutehr) Limited* 1 0.00001
5. JSW Energy (Raigarh) Limited* 1 0.00001
6. JSW Power Trading Company Limited* 1 0.00001
7. JSW Renew Energy Three Limited* 1 0.00001
Total 3,03,68,240 100
*Nominee of JSW Neo Energy Limited

(remainder of the page intentionally left blank)

46
 SCHEDULE 2

Defaulting SPV Financing Documents

TERM LOAN FINANCING DOCUMENTS:

MYTRAH VAYU (GODAVARI) PRIVATE LIMITED

Sr. Document Parties Date

No.
1 Common Loan Mytrah Vayu (Godavari) Private Limited, L&T 07 March 2017
Agreement Finance Ltd, L & T Infrastructure Finance
Company Ltd & IDBI
2 Security Trustee Mytrah Vayu (Godavari) Private Limited, L&T 07 March 2017
Agreement Finance Ltd, L & T Infrastructure Finance
Company Ltd & IDBI
3 Trust & Retention Mytrah Vayu (Godavari) Private Limited, 07 March 2017
Agreement IDFC, L&T Infrastructure Finance Company
Ltd & IDBI
4 Sponsor support MEIL, MVBPL, Mytrah Vayu (Godavari) 07 March 2017
undertaking Private Limited & IDBI
5 Promoter MVBPL, Mytrah Vayu (Godavari) Private 07 March 2017
Undertaking Limited & IDBI
6 Deed of Mytrah Vayu (Godavari) Private Limited & 07 March 2017
Hypothecation IDBI
7 POA to DOH Mytrah Vayu (Godavari) Private Limited & 07 March 2017
IDBI
8 Share Pledge MEIL, Mytrah Vayu (Godavari) Private Limited 13 April 2017
Agreement & IDBI
9 POA to SPA MEIL, Mytrah Vayu (Godavari) Private Limited 13 April 2017
& IDBI
10 Declaration for Mytrah Vayu (Godavari) Private Limited & 28 June 2017
creation of IDBI
mortgage
11 Memorandum of Mytrah Vayu (Godavari) Private Limited & 28 June 2017
entry IDBI
12 Deed of Accession L&T Housing Finance Limited, Mytrah Vayu 2 November 2017
(Godavari) Private Limited, L&T Finance Ltd,
L & T Infrastructure Finance Company Ltd &
IDBI
13 Deed of Accession Mytrah Vayu (Godavari) Private Limited, L&T 28 September 2017
Finance Ltd, L & T Infrastructure Finance
Company Ltd & IDBI
14 Novation-cum- Mytrah Vayu (Godavari) Private Limited, L&T 28 September 2017
Assignment Deed Finance Ltd, L & T Infrastructure Finance
Company Ltd

47
MYTRAH VAYU (SOM) PRIVATE LIMITED

Sr. Document Parties Date

No.
1 Common LoanMytrah Vayu (Som) Private Limited, PFC 29 October 2015
Agreement & IDBI
2 Lenders agent
Mytrah Vayu (Som) Private Limited, PFC, 29 October 2015
agreement & IDBI
3 Promoter supportMEIL, Mytrah Vayu (Som) Private Limited 29 October 2015
agreement & PFC
4 Promoter undertaking MEIL 29 October 2015
5 Security trustee
Mytrah Vayu (Som) Private Limited, PFC 29 October 2015
agreement & IDBI
6 Share pledge agreement MEIL, IDBI, Mytrah Vayu (Som) Private 29 October 2015
Limited
7 Trust & retention Mytrah Vayu (Som) Private Limited, PFC, 29 October 2015
account agreement Andhra Bank & IDBI
8 Deed of Hypothecation Mytrah Vayu (Som) Private Limited 29 October 2015
9 Deed of Guarantee MEIL 29 October 2015
10 Power of Attorney MEIL 29 October 2015
11 Stepin and substitution MEIL, Mytrah Vayu (Som) Private 29 October 2015
agreement Limited, NWFPL & PFC
12 First amendment Mytrah Vayu (Som) Private Limited, PFC, 10 August 2016
agreement to CLA IDBI
13 Amended & Restated Mytrah Vayu (Som) Private Limited, PFC, 10 August 2016
Security trustee ADB & ITSL
agreement
14 First amendment to MEIL, Mytrah Vayu (Som) Private 10 August 2016
promoter support Limited, PFC
agreement
15 First Supplementary Mytrah Energy (India) Private Limited 10 August 2016
undertaking to Promoter
undertaking
16 Memorandum of Entry IDBI 09 November 2016
17 Undertaking for Re- Mytrah Energy (India) Private Limited, 29 November 2016
pledge of Shares Mytrah Vayu (Som) Private Limited &
IDBI
18 Power of Attorney for Mytrah Energy (India) Private Limited 29 November 2016
undertaking
19 Security sharing PFC, ADB, IDBI 10 August 2016
agreement
20 Amended & Restated ADB, Mytrah Vayu (Som) Private Limited 10 August 2016
Facility agreement with
ADB
21 Deed of Guarantee Mytrah Energy (India) Private Limited, 10 August 2016
Mytrah Vayu (Som) Private Limited, &
ADB
22 Project Funds and Share Mytrah Energy (India) Private Limited, 10 August 2016
Retention Agreement MEL, Mytrah Vayu (Som) Private Limited,
R&H Trust Co (Jersey) Ltd, & ADB

48
MYTRAH VAYU (SOM) PRIVATE LIMITED

Sr. Document Parties Date

No.
23 Borrower Confirmation ADB, PFC & IDBI Trusteeship Services 10 August 2016
to the Security Sharing Ltd
Agreement
24 Unattested Deed of Mytrah Vayu (Som) Private Limited & 10 August 2016
Hypothecation IDBI Trusteeship Services Ltd
25 Indenture of Mortgage Mytrah Vayu (Som) Private Limited & 7 November 2015
IDBI Trusteeship Services Ltd
26 Indenture of Mortgage Mytrah Vayu (Som) Private Limited & 3 October 2015
IDBI Trusteeship Services Ltd
27 Amended and Restated Mytrah Energy (India) Private Limited, 30 September 2016
Unattested Share pledge Mytrah Vayu (Som) Private Limited and
Agreement IDBI
28 Stepin and substitution MEIL, Mytrah Vayu (Som) Private 12 October 2016
agreement Limited, NWFPL & ADB
29 Trust & retention Mytrah Vayu (Som) Private Limited, PFC, 30 September 2016
account agreement Kotak Mahindra Bank & IDBI

MYTRAH VAYU SABARMATI PRIVATE LIMITED

Sr. Document Parties Date

No.
1 Common Loan Mytrah Vayu Sabarmati Private Limited, 23 October 2017
Agreement L&T Infrastructure Finance Company
Limited, L&T Finance Ltd., L&T Housing
Finance Ltd., L&T Infrastructure Finance
Company Limited (As Lender's Agent),
IDBI Trusteeship Services Limited
2 Deed of Hypothecation Mytrah Vayu Sabarmati Private Limited, 23 October 2017
(DOH) IDBI Trusteeship Services Limited
3 Unattested Pledge Mytrah Energy (India) Private Limited, 23 October 2017
Agreement (UPA) Mytrah Vayu Sabarmati Private Limited
and IDBI Trusteeship Services Limited
4 Power of Attorney to Mytrah Vayu Sabarmati Private Limited, 23 October 2017
DOH IDBI Trusteeship Services Limited
5 Power of Attorney to Mytrah Energy (India) Private Limited, 23 October 2017
UPA Mytrah Vayu Sabarmati Private Limited
and IDBI Trusteeship Services Limited
6 Promoter Support Mytrah Vayu Sabarmati Private Limited, 23 October 2017
Agreement MEIPL, L&T Infrastructure Finance
Company Limited, L&T Finance Ltd., L&T
Housing Finance Ltd. & IDBI Trusteeship
Services Limited
7 Special Terms Mytrah Vayu Sabarmati Private Limited, 23 October 2017
Agreement L&T Infrastructure Finance Company
Limited, L&T Finance Ltd. & L&T
Housing Finance Ltd.

49
MYTRAH VAYU SABARMATI PRIVATE LIMITED

Sr. Document Parties Date

No.
8 Security Trustee Mytrah Vayu Sabarmati Private Limited, 23 October 2017
Agreement L&T Infrastructure Finance Company
Limited, L&T Finance Ltd., L&T Housing
Finance Ltd., L&T Infrastructure Finance
Company Limited (As Lender's Agent),
IDBI Trusteeship Services Limited
9 TRA Agreement Mytrah Vayu Sabarmati Private Limited, 23 October 2017
IDBI Trusteeship Services Limited, Axis
Bank Ltd., & L&T Infrastructure Finance
Company Limited (As Lender's Agent)
10 Amended and Restated Mytrah Vayu Sabarmati Private Limited, 10 March 2018
Common Loan IDBI Trusteeship Services Limited, Axis
Agreement Bank Ltd., & L&T Infrastructure Finance
Company Limited (As Lender's Agent) and
REC
11 Deed of Assignment Mytrah Vayu Sabarmati Private Limited, 25 May 2018
IDBI Trusteeship Services Limited, Axis
Bank Ltd., & L&T Infrastructure Finance
Company Limited (As Lender's Agent) and
IREDA

MYTRAH ABHINAV POWER PRIVATE LIMITED

Sr. Documents Parties Date

No.
1 Common Loan Mytrah Abhinav Power Private Limited, 21 February 2017
Agreement TCCL, OBC, IREDA, IIFCL, IDBI
Trusteeship, Lenders Agent (OBC)
2 Security Trustee Mytrah Abhinav Power Private Limited, 21 February 2017
Agreement TCCL, OBC, IREDA, IIFCL, IDBI
Trusteeship, Lenders Agent (OBC)
3 Deed of Guarantee Mytrah Energy (India) Private Limited 21 February 2017
4 Inter creditor Agreement TCCL, OBC, IREDA, IIFCL, IDBI 21 February 2017
Trusteeship, Lenders Agent (OBC)
5 Lenders Agent Mytrah Abhinav Power Private Limited, 21 February 2017
Agreement TCCL, OBC, IREDA, IIFCL, Lenders
Agent (OBC)
6 Deed of Hypothecation Mytrah Abhinav Power Private Limited 21 February 2017
7 Power of Attorney for Mytrah Abhinav Power Private Limited 21 February 2017
Deed of Hypothecation
8 Unattested Pledge Mytrah Energy (India) Private Limited, 21 February 2017
Agreement Mytrah Abhinav Power Private Limited and
IDBI Trusteeship
9 Power of Attorney for Mytrah Energy (India) Private Limited 21 February 2017
Pledge of Shares

50
MYTRAH ABHINAV POWER PRIVATE LIMITED

Sr. Documents Parties Date

No.
10 Promoter support Mytrah Energy (India) Private Limited, 21 February 2017
agreement MAPPL and Lenders Agent (OBC)
11 TRA Agreement Mytrah Abhinav Power Private Limited, 21 February 2017
Lenders Agent (OBC), IDBI Trusteeship,
Account Bank (OBC)
12 Declaration in relation Mytrah Abhinav Power Private Limited 28 September 2017
to Mortgage by Deposit
of Title Deeds
13 Memorandum of Entry IDBI Trusteeship 28 September 2017
14 Declaration in relation Mytrah Abhinav Power Private Limited 11 November 2017
to Mortgage by Deposit
of Title Deeds
15 Memorandum of Entry IDBI Trusteeship 11 November 2017
16 Unattested Pledge Vivek Kailas, Mytrah Abhinav Power 1 March 2017
Agreement Private Limited, IDBI Trusteeship
17 Power of Attorney for Vivek Kailas and IDBI Trusteeship 1 March 2017
Unattested Pledge
Agreement
18 Borrowers confirmation Mytrah Abhinav Power Private Limited 21 February 2017

MYTRAH ADARSH POWER PRIVATE LIMITED

 
Sr. Documents Parties Date
No.
1 Common Loan Mytrah Adarsh Power Private Limited, 30 January 2017
Agreement Canara Bank, Union Bank of India, Lenders
Agent (Canara) & DBI Trusteeship
2 Inter creditor Agreement Mytrah Adarsh Power Private Limited, 30 January 2017
Canara Bank, Union Bank of India &
Lenders Agent (Canara Bank)
3 Lenders Agent Mytrah Adarsh Power Private Limited, 30 January 2017
Agreement Canara Bank, Union Bank of India &
Lenders Agent (Canara)
4 Security Trustee Mytrah Adarsh Power Private Limited, 30 January 2017
Agreement Canara Bank, Union Bank of India & IDBI
Trusteeship
5 Unattested Deed of Mytrah Adarsh Power Private Limited 30 January 2017
Hypothecation
6 Power of Attorney – Mytrah Adarsh Power Private Limited 30 January 2017
DOH
7 Pledge Agreement Mytrah Energy (India) Private Limited, 30 January 2017
Mytrah Adarsh Power Private Limited and
IDBI Trusteeship
8 Power of Attorney - Mytrah Energy (India) Private Limited 30 January 2017

51
MYTRAH ADARSH POWER PRIVATE LIMITED
 
Sr. Documents Parties Date
No.
Pledge
9 Promoter support Mytrah Energy (India) Private Limited, 30 January 2017
agreement Mytrah Adarsh Power Private Limited and
Canara Bank
10 TRA Agreement Mytrah Adarsh Power Private Limited, 30 January 2017
Lenders Agent (Canara Bank), Account
Bank (Canara Bank) & IDBI Trusteeship
11 Working Capital Loan Mytrah Adarsh Power Private Limited, 30 January 2017
Agreement Canara Bank, Union Bank of India, Lenders
Agent (Canara Bank) & IDBI Trusteeship
12 Guarantee Facility Mytrah Adarsh Power Private Limited, 30 January 2017
Agreement Canara Bank, Union Bank of India, Lenders
Agent (Canara) & IDBI Trusteeship
13 Counter Guarantee Mytrah Adarsh Power Private Limited 30 January 2017
14 First Novation Cum Mytrah Adarsh Power Private Limited, 18 November 2017
Amendment to the Canara Bank, Union Bank of India, Bank of
Common Loan Baroda, Lenders' Agent (Canara Bank) &
Agreement IDBI Trusteeship
15 Assignment Agreement Mytrah Adarsh Power Private Limited, 18 November 2017
Canara Bank, Bank of Baroda, Lenders'
Agent (Canara) & IDBI Trusteeship
16 Deed of Accession to Mytrah Adarsh Power Private Limited, 18 November 2017
the Lenders' Agent Lenders' Agent (Canara Bank) & Bank of
Baroda
17 Deed of Accession to Mytrah Adarsh Power Private Limited, 18 November 2017
the Inter Creditor Lenders Agent (Canara Bank) & Bank of
Baroda
18 Lenders' Deed of Bank of Baroda & IDBI Trusteeship, 18 November 2017
Accession Lenders Agent (Canara Bank)
19 Deed of Guarantee Mytrah Adarsh Power Private Limited & 18 November 2017
Bank of Baroda
20 Special Terms Mytrah Adarsh Power Private Limited & 18 November 2017
Agreement Bank of Baroda
21 Declaration in relation Mytrah Adarsh Power Private Limited 05 January 2018
to Mortgage by Deposit
of Title Deeds
22 Memorandum of Entry IDBI Trusteeship 05 January 2018

MYTRAH AGRIYA POWER PRIVATE LIMITED – WANAPARTHY PROJECT

 
Sr. Documents Parties Date
No.
1 Facility Agreement Mytrah Agriya Power Private Limited 23 January 2017
2 Deed of Borrower Mytrah Agriya Power Private Limited 23 January 2017
Undertaking
3 Deed of Promoter Mytrah Energy (India) Private Limited 23 January 2017

52
MYTRAH AGRIYA POWER PRIVATE LIMITED – WANAPARTHY PROJECT
 
Sr. Documents Parties Date
No.
Undertaking
4 Deed of Pledge of Mytrah Agriya Power Private Limited L, 06 April 2017
Shares Mytrah Energy (India) Private Limited and
PFC
5 Non-Disposal Mytrah Agriya Power Private Limited, 06 April 2017
Undertaking Mytrah Energy (India) Private Limited and
PFC
6 Power of Attorney Mytrah Energy (India) Private Limited 06 April 2017
7 Promoter Support and Mytrah Agriya Power Private Limited, 06 April 2017
Cost Overrun Mytrah Energy (India) Private Limited and
Agreement PFC
8 TRA Agreement Mytrah Agriya Power Private Limited, PFC 06 April 2017
and CBI
9 Unattested Deed of Mytrah Agriya Power Private Limited 06 April 2017
Hypothecation
10 First Amendment to Mytrah Agriya Power Private Limited and 06 April 2017
Facility Agreement PFC
11 Second Amendment to Mytrah Agriya Power Private Limited and 23 May 2017
Facility Agreement PFC
12 Third Amendment to Mytrah Agriya Power Private Limited and 18 July 2017
Facility Agreement PFC
13 Fourth Amendment to Mytrah Agriya Power Private Limited and 03 January 2018
Facility Agreement PFC
14 Deed of Guarantee Mytrah Energy (India) Private Limited 03 January 2018
15 Declaration in relation Mytrah Agriya Power Private Limited 13 February 2018
to Mortgage by Deposit
of Title Deeds
16 Memorandum of Entry
PFC 13 February 2018
17 Indenture of Mortgage
Mytrah Agriya Power Private Limited and 20 April 2017
PFC
MYTRAH AGRIYA POWER PRIVATE LIMITED – KAMAREDDY PROJECT

1 Rupee Term Loan Mytrah Agriya Power Private Limited & 13 June 2017
Agreement PFC
2 Deed of Borrower Mytrah Agriya Power Private Limited & 13 June 2017
Undertaking PFC
3 Deed of Promoter Mytrah Agriya Power Private Limited, 13 June 2017
Undertaking Mytrah Energy (India) Private Limited &
PFC
4 Promoter Support and Mytrah Agriya Power Private Limited, 13 June 2017
Cost Overrun Mytrah Energy (India) Private Limited &
Agreement PFC
5 Deed Of Pledge Of Mytrah Agriya Power Private Limited, 18 July 2017
Securities Mytrah Energy (India) Private Limited &
PFC
6 First Amendment To Mytrah Agriya Power Private Limited & 18 July 2017

53
MYTRAH AGRIYA POWER PRIVATE LIMITED – WANAPARTHY PROJECT
 
Sr. Documents Parties Date
No.
Rupee Term Loan PFC
Agreement
7 Amendment To Deed Of Mytrah Agriya Power Private Limited & 18 July 2017
Promoter Undertaking PFC
8 Second Amendment To Mytrah Agriya Power Private Limited & 03 January 2018
Rupee Term Loan PFC
Agreement
9 Deed Of Guarantee Mytrah Energy (India) Private Limited & 03 January 2018
PFC
10 Declaration in relation Mytrah Agriya Power Private Limited 27 April 2018
to Mortgage by Deposit
of Title Deeds
11 Memorandum of Entry PFC 27 April 2018
12 Indenture of Mortgage
Mytrah Agriya Power Private Limited and 5 July 2017
PFC
13 Trust and Retention Mytrah Agriya Power Private Limited and 27 June 2017
Account Agreement PFC and Central Bank of India
14 Unattested Deed of Mytrah Agriya Power Private Limited and 13 June 2017
Hypothecation PFC

MYTRAH AAKASH POWER PRIVATE LIMITED

 
Sr. No. Documents Parties Date

1 Common Loan Mytrah Aakash Power Private Limited, 28 May 2019

Agreement Catalyst Trusteeship Services Ltd, L&T
Finance Ltd.
2 Security Trustee Mytrah Aakash Power Private Limited, 28 May 2019
Agreement Catalyst Trusteeship Services Ltd, L&T
Finance Ltd.
3 Lenders Agent Mytrah Aakash Power Private Limited and 28 May 2019
Agreement L&T Finance Ltd.
4 Unattested Deed of Mytrah Aakash Power Private Limited 28 May 2019
Hypothecation (Borrower)
5 Power of Attorney Mytrah Aakash Power Private Limited 28 May 2019
(for DOH)
6 Unattested Share Mytrah Aakash Power Private Limited, 28 May 2019
Pledge Agreement Mytrah Energy (India) Private Limited and
Catalyst Trusteeship Services Ltd
7 Power of Attorney Mytrah Aakash Power Private Limited, 28 May 2019
(for Pledge of Shares) Mytrah Energy (India) Private Limited and
Catalyst Trusteeship Services Ltd
8 Unattested CCD Mytrah Aakash Power Private Limited, 28 May 2019
Pledge Agreement Mytrah Energy (India) Private Limited and
Catalyst Trusteeship Services Ltd
9 Power of Attorney Mytrah Aakash Power Private Limited, 28 May 2019
(for Pledge of CCD) Mytrah Energy (India) Private Limited and

54
MYTRAH AAKASH POWER PRIVATE LIMITED
 
Sr. No. Documents Parties Date

Catalyst Trusteeship Services Ltd

10 Unattested Deed of Mytrah Energy (India) Private Limited 28 May 2019
Hypothecation (Promoter)
11 Power of Attorney Mytrah Energy (India) Private Limited and 28 May 2019
(for DOH - Promoter) Catalyst Trusteeship Services Ltd
12 Promoters Mytrah Energy (India) Private Limited 28 May 2019
Undertaking
13 Deed of Corporate Mytrah Energy (India) Private Limited and 28 May 2019
Guarantee L&T Finance Ltd.
14 Trust & Retention Mytrah Aakash, Catalyst Trusteeship 28 May 2019
Agreement Services Ltd, L&T Finance Ltd. and RBL
Bank
15 Declaration and Mytrah Aakash Power Private Limited 04 March 2020
Undertaking
16 Memorandum of Catalyst Trusteeship Services Ltd, 04 March 2020
Entry
17 Declaration and Mytrah Aakash Power Private Limited 23 September 2020
Undertaking
18 Memorandum of Catalyst Trusteeship Services Ltd, 23 September 2020
Entry

WORKING CAPIITAL FINANCING DOCUMENTS:

MYTRAH VAYU (GODAVARI) PRIVATE LIMITED

 
Sr. Documents Parties Date
No.
1 Master Facility Mytrah Vayu (Godavari) Private Limited & 25 August 2016
Agreement IDFC
2 Security Trustee Mytrah Vayu (Godavari) Private Limited, 25 August 2016
Agreement IDFC & IDBI
3 Deed of Mytrah Vayu (Godavari) Private Limited & 25 August 2016
Hypothecation IDBI
4 Sponsor undertaking Mytrah Vayu (Godavari) Private Limited, 25 August 2016
IDFC, MVBPL, Mytrah Energy (India)
Private Limited

MYTRAH VAYU (SOM) PRIVATE LIMITED

Sr. Documents Parties Date

No.
1 General letter of Mytrah Vayu (Som) Private Limited and 15 May 2017
Hypothecation Allahabad Bank

55
MYTRAH VAYU (SOM) PRIVATE LIMITED

Sr. Documents Parties Date

No.
2 Deed of Guarantee Mytrah Energy (India) Private Limited, 15 May 2017
Mytrah Vayu (Som) Private Limited and
Allahabad Bank
3 Third Amendment to Mytrah Vayu (Som) Private Limited, ADB, 15 May 2017
TRA agreement PFC and Allahabad Bank
4 Undertaking Mytrah Vayu (Som) Private Limited & 15 May 2017
Allahabad Bank

MYTRAH ABHINAV POWER PRIVATE LIMITED

Sr. Documents Parties Date
No.
1 Common Agreement Mytrah Abhinav Power Private Limited, 14 November 2019
OBC
2 Security Trustee Mytrah Abhinav Power Private Limited, 14 November 2019
Agreement OBC, IDBI Trusteeship
3 Deed of Hypothecation Mytrah Abhinav Power Private Limited in 14 November 2019
favour of IDBI Trusteeship
4 Declaration in relation Mytrah Abhinav Power Private Limited 14 November 2019
to Mortgage by Deposit
of Title Deeds
5 Memorandum of Entry IDBI Trusteeship 14 November 2019

MYTRAH AAKASH POWER PRIVATE LIMITED

Sr. Documents Parties Date

No.
1 Working Capital Mytrah Aakash Power Private Limited, 16 September 2019
Demand Loan L&T Finance and Catalyst Trustee Services
Agreement Limited
2 Security Trustee Mytrah Aakash Power Private Limited, 16 September 2019
Agreement L&T Finance and Catalyst Trustee Services
Limited
3 Lenders Agent Mytrah Aakash Power Private Limited and 16 September 2019
Agreement L&T Finance
4 Unattested Deed of Mytrah Aakash Power Private Limited 16 September 2019
Hypothecation
5 Power of Attorney for Mytrah Aakash Power Private Limited 16 September 2019
DOH
6 Trust & Retention Mytrah Aakash Power Private Limited, 16 September 2019
Agreement L&T Finance and Catalyst Trustee Services
Limited, RBL Limited

56
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57
 SCHEDULE 3
CONDITIONS PRECEDENT TO CLOSING

PART A: SELLER CONDITIONS PRECEDENT

1. Approval of the lenders of the Seller for the Transaction.

2. The Seller shall furnish settlement agreement with GE India Industrial Private Limited to the
satisfaction of the Purchaser such that the cost, benefits and liabilities of the dispute between
GE India Industrial Private Limited and Seller in relation to Mytrah Vayu Som Private
Limited and Mytrah Vayu (Tungabhadra) Private Limited continue to be vested in the Seller.
Company to amend the Multi Party Agreement dated 26 February 2021 executed between the
Company, MVSbPL and G.E India Industrial Private Limited (“GEIIPL”) to ensure that
MVSbPL has no liability to pay any amounts to GEIIPL in case of any payment default by the
Company to GEIIPL, under the concerned agreement.

3. The Seller shall have executed an agreement with Nidhi Wind Farms Private Limited in
relation to the utilization of the connectivity and long term open access approvals from the
Seller and/or its Affiliates in favour of the Company.

4. The Seller and/or Company shall have prepared format of letter of intimations required to be
made to the relevant PPA counterparties as provided under Schedule 28 of this Agreement,
substantially in form that is reasonably acceptable to the Purchaser.

PART B: PURCHASER CONDITIONS PRECEDENT

The Purchaser shall make an application to the CCI and obtain approval for the Transaction.

PART C: JOINT CONDITIONS PRECEDENT TO CLOSING

The Parties shall cooperate with each other and shall carry the joint responsibility of ensuring that the
following written consents/ NOC are procured:

1. Obtain approval of the Existing Lenders of the Company: (a) to approve the transfer of Sale
Securities and other instruments of the Company and obtain all approvals required under the
Financing Documents to give effect to the Transaction and (b) for release of pledge over the
Sale Securities that are pledged under the Financing Documents, as indicated in Schedule 12
(“Existing Share Pledges”) of this Agreement, prior to the Closing Date to enable/ facilitate
the transfer of the Sale Securities from the Seller to in accordance with the terms and
conditions of this Agreement. The Company shall provide all reasonable cooperation in
relation to obtaining all approvals/ waivers required to be obtained from the Existing Lenders.
The Existing Lender balance confirmation shall also be obtained as on 31 March 2022 and
also on Closing Date.

2. Obtain a no-dues certificate (which shall be effective upon receipt of the Overdues Amount)
from the Defaulting Target SPV Lender, confirming that upon receipt of the Overdues
Amount the Defaulting Target SPV Lender would have deemed to be fully and finally settled
with respect all the amounts payable under the Defaulting SPV Financing Documents; and a
confirmation from the Defaulting Target SPV Lender, that upon receipt of the Overdues
Amount the account of the respective Defaulting Target SPV will be classified as standard
(“Defaulting SPV Lenders NOC”).

3. The Seller, Defaulting Target SPVs, Settlement Escrow Agent, Defaulting Target SPV
Lenders and the Purchaser shall have executed the Settlement Escrow Agreement in agreed
form, which shall be effective from the Closing Date.

58
 SCHEDULE 4
FORMAT OF SELLER CP SATISFACTION CERTIFICATE

[On the letterhead of Party]

Date: [●]

[Insert name of recipient]

[Address]

[Company]
[Address]

Dear Sirs,

Sub: Seller CP Satisfaction Certificate under the Share Purchase Agreement dated [●]
(“SPA”)
Re: Purchase of the Sale Securities by [Purchaser] (“[●]”) from [●]

In furtherance to the provisions of Clause 5.1.2 read with Schedule [●] Part [●] of the SPA, we hereby
confirm that all the Seller Conditions Precedent required to be complied by us have been completed.

Please find enclosed herewith the following documents evidencing completion of the Seller
Conditions Precedent:

Sl. No. Conditions Precedent Exhibits

1.
2.

All capitalised terms, unless defined herein, shall have the same meaning assigned to them under the
SPA.

Sincerely,
For [•]

[Name]
[Designation]

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59
 SCHEDULE 5
PURCHASER CP SATISFACTION NOTICE
To,

[]

Subject: Purchaser CP Satisfaction Notice in relation to [] issued pursuant to the Agreement

This certificate is being issued pursuant to Clause [] of the Agreement. Capitalized terms and
expressions used in this certificate but not defined herein shall have the meaning as ascribed to such
term in the Agreement.

We confirm receipt of the Seller CP Satisfaction Notice dated []. Based on the documents provided
to us by the Seller, we hereby confirm that the Seller has satisfactorily completed the Seller
Conditions Precedent set out in Schedule [] of the Agreement as set out in Annexure I of the Seller
CP Satisfaction Notice.

In reliance of the covenants and undertakings of the Seller set out in the Seller CP Satisfaction Notice,
we are issuing this notice in accordance with Clause [] of the Agreement and confirm that the Parties
may proceed with the Closing in accordance with Clause [] of the Agreement.

Yours faithfully,
Signed for and on behalf of:

For [•]

[Name]
[Designation]

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60
 SCHEDULE 6
FORMAT FOR WRITTEN CERTIFICATE
Part A
Date: [●]
To,
[]
Attn.: Mr. [●]

Dear Sir,

We write with reference to the share purchase agreement dated [] entered into amongst [] as
amended from time to time (“Agreement”).

Capitalised terms and expressions used in this letter but not defined shall have the same meaning as
ascribed to such terms and expressions in the Agreement.

In accordance with Clause [7.4.1] of the Agreement we confirm that:

(i) all Warranties, are true and correct as of the Closing Date;

(ii) no Material Adverse Effect has occurred or is subsisting as on the date hereof.

Thanking You,

For []

_______________________

Name:
Designation:

Accepted by []

For []

_______________________

Name:
Designation:

61
 Part B
Date: [●]
To,
[]
Attn.: Mr. [●]

Dear Sir,

We write with reference to the share purchase agreement dated [] entered into amongst [] as
amended from time to time (“Agreement”).

Capitalised terms and expressions used in this letter but not defined shall have the same meaning as
ascribed to such terms and expressions in the Agreement.

In accordance with Clause [] of the Agreement we confirm that no Material Adverse Effect has
occurred or is subsisting as on the date hereof.

Thanking You,

For []

_______________________

Name:
Designation:

Accepted by []

For []

_______________________

Name:
Designation:

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62
 SCHEDULE 7
MATERIAL CONTRACTS

Purchasin Vendor Name PO Nature of Work Company Pr Net

g Date oje Order
Document ct Value
93000058 Shubham Security 13- Hiring of Mytrah Vayu Ni 69,98,7
06 Service 05- Supervisor (Som) Pvt dhi 48.00
2018 Ltd
93000069 SAI TIPPARAJU 01- civil road repair Mytrah Vayu Ni 1,37,58,
66 INFRA VENTURES 11- works (Som) Pvt dhi 000.00
2018 Ltd
93000088 En En Electrical 04- Civil works Mytrah Vayu Ni 96,80,0
79 Engineers Pvt Ltd 06- (Som) Pvt dhi 00.00
2020 Ltd
93000088 En En Electrical 04- Electrical works Mytrah Vayu Ni 97,02,5
79 Engineers Pvt Ltd 06- (Som) Pvt dhi 00.00
2020 Ltd
93000098 WINDCARE INDIA 01- Manual Blade de- Mytrah Vayu Ni 2,34,00,
11 PVT LIMITED 07- erection & erection (Som) Pvt dhi 000.00
2021 Ltd
93000099 Naolin Infrastructure 08- Civil Activities to Mytrah Vayu Ni 2,41,50,
72 Private 09- access WTG (Som) Pvt dhi 000.00
2021 Locations Ltd
93000105 WINDCARE INDIA 19- De-erection & Mytrah Vayu Ni 1,43,64,
22 PVT LIMITED 05- erection of 3 (Som) Pvt dhi 000.00
2022 Baldes Ltd
93000105 WINDCARE INDIA 19- De-erection & Mytrah Vayu Ni 1,15,50,
22 PVT LIMITED 05- erection of one (Som) Pvt dhi 000.00
2022 Baldes Ltd
93000105 I-FOX 20- De-erection & Mytrah Vayu Ni 1,79,55,
35 WINDTECHNIK 05- erection of 3 (Som) Pvt dhi 000.00
INDIA PRIVATE 2022 Baldes Ltd
LIM
93000105 I-FOX 20- De-erection & Mytrah Vayu Ni 1,15,50,
35 WINDTECHNIK 05- erection of one (Som) Pvt dhi 000.00
INDIA PRIVATE 2022 Baldes Ltd
LIM

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63
 SCHEDULE 8

CLOSING ACTIONS

1. The Seller shall assign to the Company all licenses, acquired data from project
commissioning date and intellectual property rights on a perpetual basis associated with all
software, hardware and equipment in use by the Company.

2. SCADA system of the Seller along with SCADA data for the past period in relation to the
Project of the Company shall have been transferred and handed over to the Purchaser.

3. The Seller shall notify in writing G.E India Industrial Private Limited of the change in
ownership / controlling interest of MVSPL under the Parts Supply Agreement dated 29
September 2015 executed between MVSPL and G.E India Industrial Private Limited.

4. The Seller and/or Company shall have issued the letter of intimations required to be made to
the relevant PPA counterparties as provided under Schedule 28 of this Agreement,
substantially in form that is reasonably acceptable to the Purchaser.

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64
 SCHEDULE 9

REPRESENTATIONS AND WARRANTIES

PART A – Authority Warranties

1. Incorporation and Authority

(a) The Seller and the Company is a company duly incorporated and validly existing
under Applicable Law, in each case solvent and having full power, authority and legal
right to conduct its business as conducted at the date of this Agreement.

(b) The Seller and the Company have the full legal capacity and corporate power and
authority to: (i) enter into the Transaction Documents; and (ii) with the exception of
the matters as set out in Schedule 32 of this Agreement (as relevant), perform their
respective obligations and consummate the transactions contemplated by the
Transaction Documents.

(c) The Transaction Documents entered have been duly entered into by the Seller and the
Company. Subject to the matters set out in Schedule 32 of this Agreement the
Transaction Documents constitute legal, valid and binding obligations on each of
them, enforceable in law against each of them, in accordance with their respective
terms.

(d) Except to the extent of the Conditions Precedent and the Pre-Closing Actions as set out
in Clause 6.4 and Schedule 21 of this Agreement (as applicable), the execution, delivery,
enforceability with respect to the Seller and Company and performance of the
Transaction Documents and the consummation of the Transactions contemplated
thereunder does not:

(i) conflict with, or result in any violation or breach of the Charter Documents of
Seller or the Company;

(ii) conflict with or result in any breach or violation of any of the terms and
conditions of, or constitute (or with notice or lapse of time or both constitute)
a default under or entitle any counterparty to terminate, hold void, cancel, any
contract to which the Seller and/or the Company are a party or by which the
Sale Securities or any Assets (exceeding a value of INR 5,00,000 (Indian
Rupees Five Lakh)) are bound;

(iii) give rise to any obligation to make any payment under the provisions of any
contract, which if not made would result in such contract being void;

(iv) conflict with, or result in any violation or breach of any Applicable Law;

(v) conflict with, or result in any violation or breach of any approval;

(vi) conflict with or result in any violation or breach of any Action, Order,
judgment, injunction, award, decree, writ or any other restriction of any
kind against, or binding upon, the Seller or the Company or the Sale
Securities or Assets (exceeding a value of INR 5,00,000 (Indian Rupees Five
Lakh)).

(e) Except to the extent expressly set forth under the Transaction Documents, the (i)
execution; (ii) delivery and performance (and with the exception of matters set out in

65
 Schedule 32 with respect to delivery and performance of this Agreement) by the
Seller and the Company of this Agreement and the Transaction Documents does not
require any approval to or from any Governmental Authority, arbitrator or any third
party or otherwise.

2. Title to Sale Securities

2.1 The Seller and the Nominee Shareholders are the absolute legal and beneficial owner, free of
all Encumbrances, except for any pledge created on the Sale Securities in the favour of the
Existing Lenders under the Financing Documents of the relevant Sale Securities set out in
Schedule 1 of this Agreement, and hold valid title to the Sale Securities, with full right and
authority to sell and deliver the same to the Purchaser under this Agreement, and upon sale
and delivery of the Sale Securities as contemplated in this Agreement, will convey to the
Purchaser good and marketable title to the Sale Securities, free and clear of all Encumbrances.

2.2 The Sale Securities constitute the entire issued and paid-up Share Capital of the Company.

2.3 The Company has not issued and is not under any obligation to issue any Securities under any
employee stock option scheme.

2.4 The Sale Shares are fully paid up. The rights with respect to voting and dividend as attached
to the Sale Securities owned by the Seller are exclusively exercised and exercisable by the
Seller.

2.5 The Sale Securities were duly and validly issued by the Company and requisite stamp duty
paid on them. All issuances of the Sale Securities were in compliance with Applicable Laws,
the Charter Documents, any shareholding/ securities related lock-in restrictions under the
PPA and the bid documents and were not issued in contravention of any pre-emptive right or
similar right.

2.6 Except for the CCDs issued by the Company, there are no outstanding debentures, bonds or
similar instruments issued by the Company, and there are no outstanding liabilities or
payables in respect of any such instruments issued by the Company.

3. Insolvency

No Insolvency Event has occurred with respect to the Seller (except for matters set out in Part
A of Schedule 31 i.e. hereinafter referred to as “Seller Exception”), and/or the Company
(except for matters set out in Part B of Schedule 31, hereinafter referred to as “ Company
Exception”, which when relating to ‘Insolvency Event’ specifically pertains only to
paragraph (a) of the definition of ‘Insolvency Event’), nor has a petition for insolvency been
filed with respect to the Seller (except the Seller Exception) and/or the Company. The Seller
and the Company are (i) not insolvent; or (ii) unable to pay their debts (except Seller
Exception with respect to Seller and the Company Exception with respect to the Company);
(iii) nor to the knowledge of the Seller has an event or circumstance occurred or is existing,
which would result in an Insolvency Event in relation to the Seller (except the Seller
Exception) and/or the Company (except the Company Exception). Except the Company
Exception, the Company is not incapable of discharging its debts under the Financing
Documents that have fallen due on or prior to the Closing Date.

4. Taxes

4.1 The Seller is an ‘Indian Entity’ in terms of the NDI Rules and a ‘resident of India’ under the
IT Act.

66
4.2 All stamp duty has been duly paid in connection with the transfer of the Sale Securities of the
Company.

PART B: BUSINESS WARRANTIES

1. Corporate Matters

1.1 The Company has no subsidiaries and does not own any direct or indirect equity, voting or
ownership interest in any company, partnership or other legal entity.

1.2 The Company has the power and authority to own and operate its owned Assets and Power
Plants to carry on its businesses as currently conducted and such owned Assets and Power
Plants are held by the Company in a manner which does not contravene the Charter
Documents.

2. Charter Documents, statutory books and returns

2.1 The copies of the Charter Documents of the Company which are delivered to the Purchaser
and which have been filed with the jurisdictional registrar of companies are presently in
effect, updated and complete in all respects and reflects all amendments.

2.2 There have not been any non-compliances by the Company of its Charter Documents and it
has not entered into any transaction which is ultra vires the provisions of its Charter
Documents.

2.3 The registers, statutory books, books of account and other records of the Company required to
be maintained have been maintained as per Applicable Law. The registers, statutory books,
books of account and other records of the Company are property maintained in accordance
with Applicable Law in all material respects.

2.4 The Company has materially complied with all the applicable requirements and made all
requisite filings, as applicable, with respect to any corporate action under Applicable Law.

3. Partnerships

3.1 The Company does not act or carry on its business in partnership with any other Person and
has not entered into any contract to establish any joint venture, partnership, profit/loss sharing
agreement or consortium.

3.2 The Company does not have any branch, place of business or permanent establishment
outside India or has ever had a branch, place of business or permanent establishment outside
India.

4. Compliance with Applicable Law

4.1 The Company, the Power Plant or other operations of the Project have materially complied
with all Applicable Laws, including but not limited to material compliance with applicable
Environmental Laws.

4.2 The Company has complied with the Prevention of Corruption Act, 1988; the Prevention of
Money Laundering Act, 2002 and the provisions on anti-bribery and corruption under the
Indian Penal Code, 1860.

4.3 There has not been and there is no investigation or enquiry by, or order, decree, decision or
judgement of any Governmental Authority, arbitrator, pending threatened (in writing) against

67
 the Company. No notice or other communication in writing from any Governmental
Authority, third party or otherwise has been received with respect to a violation of any kind,
and/or failure by the Company to comply with any such Applicable Laws or Approvals.

4.4 Approvals and Consents

4.4.1 All material Approvals required for carrying on the Business, including for the ownership
and operation of the Power Plants have been obtained.

4.4.2 All material Approvals required for carrying on the business of the Company, including for
the ownership and operation of the Power Plants are exclusively held by the Company in the
name of the Company and are not utilised by or for the benefit of any third party.

4.4.3 All Approvals obtained for carrying on the Business of the Company are valid, in full force
and effect and all material terms and conditions of such Approvals are being complied with.

4.4.4 No notice of revocation or suspension of any Approvals has been received by the Company.

5. Assets

5.1 The Company has full rights, title or interest (as applicable) in its Assets, free and clear of
all Encumbrances. Schedule 29 of this Agreement sets forth a true and complete list of real
properties owned and/or leased by the Company.

5.2 The Company’s assets (including but not limited to Material Contracts, material Approvals,
and real property), whether owned, leased, contracted for or licensed, constitute all of the
Assets that are sufficient for conducting the Business of the Company as currently
conducted. The material Assets of the Company have been properly maintained, are in
normal operating condition (subject to normal wear and tear) and are suitably preserved
(subject to normal wear and tear) and insured. To the knowledge of the Seller, there is no
material hazardous condition existing with respect to any of the Assets of the Company.

5.3 Insofar as all the immovable properties used by the Company, the usage thereof is materially
in compliance with Applicable Law.

5.4 In case of Assets that are leased or licensed or on which a right to use has been granted to
the Company, the Company has good and valid leasehold or license interests or right to use
therein, as per and subject to the terms of such lease/ license or right to use arrangement and
the Company is in material compliance with the documents governing their right to use any
of its Assets.

5.5 To the knowledge of the Seller, there are no third parties in adverse physical possession of
the Revenue Generating Assets and immoveable properties owned by the Company or any
part thereof.

5.6 All agreements in relation to the immovable properties used by the Company in relation to
its business have been duly stamped and registered with the relevant Governmental
Authorities in accordance with Applicable Law.

5.7 The Company has been granted valid and subsisting access rights to the sites at which the
Assets of the Company are located (“PPA Access Sites”) as per the terms of the relevant
PPAs, and, has uninterrupted and unhindered access and right of way to such PPA Access

68
 Sites for construction, operation, and maintenance (as applicable) in accordance with the
terms of the relevant PPAs.

5.8 The Company enjoys peaceful possession of the immovable properties (as provided under
Schedule 29) used by the Company.

5.9 The mutation records reflect the name of the Company in respect of perfection of its right,
title and interest to any immovable property of the Company under Applicable Law.

5.10 The Company has not disposed off any Revenue Generating Asset since the Lockbox Date.

6. Contracts

6.1 The complete list of the Material Contracts is provided in Schedule 7 as of the Execution
Date and/or the Closing Date (as applicable). Other than the Material Contracts, the
Company and/or the Seller have not executed any other agreement in relation to the Project
which is material for the construction, operation and maintenance of the Project exceeding a
value of more than INR 50,00,000 (Indian Rupees Fifty Lakhs).

6.2 The Company is not in material breach of any Material Contract. No counter party has
claimed in writing (notice of which has been received by the Company and/or the Seller),
the right to termination, rescission, cancellation, or repudiation of such rights, benefits and
any obligations of the Company provided in any Material Contract or modification or
acceleration of any rights which has an adverse effect on the rights and obligations of the
Company under any of the Material Contracts. The Company has not assigned or sub-let any
of its rights under any agreement or arrangement of a kind described above to which it is a
party.

6.3 None of the sub-contractors engaged by the Seller for any EPC works undertaken for the
Company are party/ engaged in any Litigation and/or Proceedings with the Company
concerning such EPC works.

6.4 All Material Contracts entered into by the Company are in full force, valid and have not been
terminated. No notice of termination of the Material Contracts has been received by the
Company and/or Seller.

6.5 To the knowledge of the Seller, the Material Contracts have been validly executed by the
respective counterparties thereto and are enforceable as per their terms against the Company
and, to the knowledge of the Company, the other parties thereto, and are in compliance with
all Applicable Laws and regulations.

6.6 Other than as provided under Schedule 26, there are no subsisting powers of attorney/
authorisations in writing given by the Company prior to the Closing Date.

6.7 The Company is not a party to any contract or agreement for a conditional sale of property,
where upon fulfilment of the conditions, the obligation to sell or purchase (except for
purchase of any operating spares in the Ordinary Course of Business) the subject property
crystalizes as per the terms of such contract or agreement.

6.8 The Company is not a party to any contract or agreement, under which the Company has
purchased or acquired any property and for which purchase (except for purchase of any
operating spares in the Ordinary Course of Business) the Company is obligated to make
payment of any deferred consideration (in full or part).

69
6.9 The PPAs are valid, binding and enforceable under Applicable Law and there is no non-
compliance by the Company of any terms of the PPA that may result in termination of the
PPAs.

6.10 The Company and/or Seller have not received any notice from the respective counter party
(which counterparty is a signatory to the respective PPAs) under their respective PPAs
declaring termination of such PPA, as per the terms thereof, nor termination of the PPAs is
threatened in writing.

6.11 The Company has not received written notice from the applicable interconnection or
transmission provider, specific to any Power Plants and/or the Project, that such
interconnection or transmission provider has taken or has determined to take any adverse
action with respect to the rights of the Company under any interconnection agreement.

6.12 There are no other warranties required to be assigned to the Company under the EPC
Contracts.

6.13 The execution, delivery and performance of this Agreement and the consummation of the
transactions contemplated hereunder, do not result in the default by the Company, or vesting
of any additional material rights in any counter party or entitle such counter-party to
terminate or accelerate any rights, benefits or obligations under any Material Contract or any
insurance policy (including any right of the insurer to cancel the cover under such policy)
obtained or maintained by the Company, in each case, in accordance with the existing terms
prescribed and stipulated under the relevant Material Contract or insurance policy.

7. Related Parties

7.1 (a) As on the Execution Date, other than as set forth in Schedule 27 hereto, the Company is
not a party to or otherwise bound by any contract whatsoever with any Relat ed Party
(“Related Party Contract”). (b) As of the Closing Date, all subsisting Related Party Contract
have been terminated, unless otherwise agreed in writing between the Parties.

7.2 As of the Closing Date, other than as agreed between the Purchaser and the Seller in writing,
neither the Seller nor any of their Related Parties have any interest in any of the Assets of the
Company.

7.3 As of the Closing Date, other than as agreed between the Purchaser and the Seller in writing,
there are no subsisting obligations of the Company towards the Seller Group or their Related
Parties and there are no subsisting obligations of the Seller Group or their Related Parties to
the Company.

7.4 All Related Party transactions entered into by the Company were duly authorized by all
actions required under Applicable Laws or its Charter Documents and were otherwise made
in material compliance with all Applicable Law, and have been correctly categorized and
fully disclosed in compliance with Applicable Laws in the Accounts.

8. Financial Information

8.1 Copies of the Targeted Financial Statements and Previous Accounts provided to the
Purchaser by the Company and/or the Seller are true and complete as of the Execution Date.
Copies of the Audited Accounts provided to the Purchaser by the Company and/or the Seller
are true and complete as of the Closing Date.

8.2 All Accounts of the Company have been properly maintained as required under Applicable
Law and have been filed with the relevant Governmental Authority as required under the

70
 Applicable Law, in each case in material respects.

8.3 The Accounts as prepared in accordance with the Accounting Standards and show a true and
fair view of the state of affairs of the Company, including assets and liabilities, cash flows
and profit and loss of the Company.

8.4 Adequate provision for bad and doubtful debts has been made in the Audited Accounts in
accordance with the Accounting Standards as of the Closing Date.

8.5 No change has been made to the Accounting Standards for at least 3 (three) years prior to
the Lockbox Date (as applicable) except as required by Applicable Law.

9. Changes since Lockbox Date

9.1 As of the Execution Date (but only since the Lockbox Date):
 
9.1.1 the Company has carried on its Business in the ordinary course consistent with past
practice;
 
9.1.2 the Company has not:
 
(i) entered into any compromise, waived or released or assigned any material rights or
materially deviated from any subsisting terms under any Material Contracts or
renewed any Material Contract on terms of renewal other than those specified in
such Material Contracts;
 
(ii) make any amendments to the Charter Documents of the Company;
 
(iii) transferred, assigned, sold, exchanged, leased, or otherwise Encumbered any
Assets of the Company for more than INR 5,00,000 (Rupees Five Lakhs) in
aggregate or acquired any Assets (or any interest therein) for more than INR
5,00,000 (Indian Rupees Five Lakhs);

(iv) agreed to do any of the foregoing;

9.1.3 no Share has been agreed to be issued by the Company.

9.1.4 there has not been any change in employee benefits other than salary revisions and
increments in the ordinary course of business and in accordance with Applicable Law;
and
 
9.1.5 settled or entered into a compromise of any litigation, arbitration or other legal
proceedings or made any tax election involving claims or liabilities in excess of INR
50,00,000 (Indian Rupees Fifty Lakhs) (individually or in aggregate).

10. [omitted]

11. Borrowings

11.1 Relevant details of all:

(a) claims, liability and Indebtedness outstanding for the Company including the security
provided thereunder including, if any, the amounts disbursed and outstanding under
any of them, the agreements and documents underlying such Indebtedness and the
term of each facility and

71
 (b) any Guarantees for the benefit of the Company, created for such Indebtedness,

as of Execution Date are provided in Schedule 12 (to be updated as of Closing Date) and no
action has been taken whereby the continuance of any of those facilities might be affected or
prejudiced.

11.2 The total amount borrowed by the Company does not exceed any limitation under its Charter
Documents or any Material Contract entered into by the Company, or in any resolution/
authorisation of its Board or shareholders.

11.3 All repayments required to be made by the Company, as and when they fall due under the
Financing Documents, have been made and the payment of any interest levied in respect of
any Indebtedness under the Financing Documents has been made in accordance with the
terms of such Financing Documents.

11.4 All securities required to be created in favour of the Existing Lender under the Financing
Documents have been duly created in accordance with the terms of such Financing
Documents, and all such securities are valid and subsisting.

11.5 No event or circumstance has occurred or any notice of default received by the Company,
which is an event of default under any Financing Documents or that entitles any person: (i) to
require the payment or repayment of any borrowing thereunder before it's normal or
originally stated maturity; (ii) to terminate, cancel or render incapable of exercise any
entitlement to draw money or other rights of the Company thereunder; or (iii) to enforce any
of the securities created thereunder.

11.6 No Person (other than the Company, a Target SPV or the Seller) has provided any collateral
or support undertakings in respect of the facilities availed by the Company and there are no
subsisting (i) arrangements pursuant to which the Company has guaranteed the Indebtedness
of any Person other than the Company; or (ii) Encumbrances on the Company’s Assets to
secure the Indebtedness of a Person other than the Company.

11.7 Other than as agreed between the Purchaser and the Seller in writing, the Related Parties
have not given or agreed to give any Guarantee in respect of any financial obligation of the
Company, performance or other obligations of any third party or any other commitment, by
or for which the any of the Company is or is contingently responsible.

11.8 The Company has not given or agreed to give any Guarantee in respect of performance or
other obligations of any third party other than Target SPVs.

12. Taxes / Tax Warranties

12.1 As on the Closing Date, the amount of accumulated unabsorbed depreciation for the
Financial Year ending 31 March 2021 as per the IT Return is INR 157.05 Crores and, the
estimated amount of accumulated unabsorbed depreciation for the Financial Year ending 31
March 2022 shall be INR 196.81 Crores.

12.2 As on the Closing Date, the amount of brought forward tax losses for the Financial Year
ending 31 March 2021 as per the filed IT Return is INR 18.31 Crores.

12.3 The Company is not liable, directly or indirectly for the Taxes of any other Person either
under operation of any Applicable Law or by being a party to any Tax sharing agreement or
Tax indemnity agreement. The Company is not liable for any Tax as the agent of any other
Person or business and does not constitute a permanent establishment of any other Person,

72
 business or enterprise for any Tax purpose.

12.4 The Company has not paid or, received a notice to pay wherein it may become liable to pay
any interest, penalty or fine relating to Tax. The Company has not been subject to or is not
currently subject to any investigation, audit or search and/or, seizure by any Tax Authorities.

12.5 All Taxes that are or may become payable by the Company including for the period prior to
the Closing Date or are chargeable as an Encumbrance upon the Assets as of the Execution
Date and the Closing Date, have been duly and timely paid. There are no Encumbrances on
any of the Assets of the Company that arose in connection with any failure (or alleged
failure) to pay any Taxes.

12.6 All Tax Returns relating to the Company and the Business have been duly and timely filed
in accordance with Applicable Law, and the Company has given or delivered or filed or
responded to all notices, accounts and information and all such Tax Returns, notices,
accounts and information are, complete and correct and made on a proper basis and none of
such returns, notices, accounts or information is disputed in any respect by the
Governmental Authorities concerned. The Company has maintained adequate books, records
and documents to support the contents of all Tax Returns filed by it, including with respect
to any relief, benefit or exemption claimed by the Company. All Taxes payable/owed by the
Company (whether or not shown on any Tax Return) have been paid or, if not paid, an
adequate reserve for any such unpaid Tax has been provided for in the Accounts in
accordance with applicable Accounting Standards.

12.7 The Company has duly paid all applicable Taxes and is not currently the beneficiary of any
extension of time within which it is required to file any Tax Return. The completion or the
exercise of the rights under this Agreement or the other Transaction Documents will not
result in the Company not being entitled to any relief from Tax which the Company would
otherwise have been entitled to.

12.8 No relief or refund or rebate (whether by way of deduction, reduction, set-off, exemption,
postponement, roll-over, hold-over, repayment or allowance or otherwise) from, against or
in respect of any Tax has been claimed and/or given to the Company which will be
withdrawn, postponed, restricted, clawed back or otherwise lost as a result of completion or
the exercise of the rights under this Agreement or the other Transaction Documents.

12.9 The Company has made all deductions and withholdings in respect, or on account, of any
Tax from any payments made by it which it is obliged or entitled to make and has accounted
in full to the appropriate Tax Authorities for all amounts so deducted.

12.10 The Company has complied with all provisions of Applicable Laws pertaining to current and
erstwhile Tax law including but not limited to determination of value, place of supply, time
of supply, classification of goods or services, exemption, refunds, availment and utilization
of input tax credit.

12.11 The Company has, duly collected, deducted, withheld, deposited and paid all Taxes that are
due, or claimed or assessed by any Governmental Authority to be due, from or with respect
to it, in accordance with Applicable Law.

12.12 The Company has availed / utilized CENVAT / GST credit in compliance with Applicable
Laws.

12.13 The Company has sufficient records to determine the Tax consequences which would arise
on a disposal or on the realization of each material Asset owned by it at the Accounts Date,
or acquired since the Accounts Date but before the Closing Date.

73
12.14 The Seller Group and/or the Company has undertaken all the transactions required to hold
true the paragraph 7.3 Part B of Schedule 9 of this Agreement before the Closing Date. Any
Tax arising on account of undertaking aforementioned transactions has been paid by the
Seller Group. In doing so, the Company has obtained a written approval from the Existing
Lender for undertaking the aforementioned transactions without any impediment or
encumbrance.

12.15 Any action required to be done by Seller Group with relation to the securities proposed to be
settled as per Schedule 15 of this Agreement has been undertaken so as to execute the
transaction as contemplated therein.

12.16 Any tax, interest and penalty arising on account of non-payment of GST on advance lease
rentals towards land and plant & machinery have been paid.

12.17 Any tax, interest and penalty arising on account of non-payment of GST on capital advance
paid towards construction of plant & machinery have been paid, where such GST payment
was applicable.

12.18 Depreciation and Tax Bases

The cost of assets as recorded in the Accounts as well as considered for Tax purposes are
true and correct as per the provisions of the Income Tax Act, 1961.

12.19 Capital Gains

Except as otherwise contemplated under the Transaction Documents or agreed to by the

Purchaser and Seller in writing, the Company has not disposed of or acquired any Assets
since the Accounts Date in circumstances such that the disposal price or acquisition cost of
the Asset would be treated for Tax purposes as being different from the consideration given
or received.

12.20 Disposal of Debts

Except as otherwise contemplated under the Transaction Documents or agreed to by the

Purchaser and Seller in writing, no taxable profit or gain would accrue on the disposal or
settlement of any debt owed to the Company at the value of that debt adopted for the
purposes of the Accounts.

12.21 Employees - Compensation for Loss of Office

The Company is not under any obligation to pay, nor have they since the Accounts Date
paid or agreed to pay, any compensation for loss of office or any gratuitous payment not
deductible in computing their income for the purposes of Taxes payable.

12.22 The Company has not, at any time, entered into or been party to any transactions, schemes
or arrangements, which either were entered into with a view to evade any actual or potential
liability to Tax by the Company, which could result in a Tax liability.

12.23 As of the Execution Date and the Closing Date, there are no Litigations or Actions or
disputed claims of Tax under the IT Act pending or threatened (in writing) against the Seller
as contemplated under Section 281 of the IT Act which can adversely affect, in any manner,
the transfer of the Sale Shares, and/or renders the transactions contemplated under the
Transaction Documents, and/or the title of the Purchaser to the Sale Shares upon the
occurrence of Closing as void under Section 281 of the IT Act.

74
13. Information

13.1 The information provided by the Seller and/or the Company, and/or their respective officers,
employees and advisors, to the Purchaser and its representatives or professional advisors
during the preparation and negotiation of the Transaction Documents and/or otherwise
(including at any prior stage) has been provided in good faith and is materially complete
(accompanied by relevant amendments, etc.) and are true, correct and fair.

13.2 There is no information that is material to the business of the Company and/or Project that has
been withheld or not provided to the Purchaser.

14. Litigation

14.1 Except as disclosed in the Execution Disclosure Letter or the Closing Disclosure Letter, the
Company has not received any written notice of any Proceedings, Litigations, or arbitration
concerning the Company, the Business and/or Assets or received any written notice which
would give rise to any Proceedings concerning the Company, the Business and/or Assets.

14.2 The Company is in compliance with respect to any judgment, ruling, order, writ, decree,
settlement or injunction or any other legal order by any Governmental Authority or any
arbitral tribunal, other than those which are pending/awaiting appeal within the statutory
period prescribed for such appeal under Applicable Law (unless such
order/judgement/injunction, settlement or ruling expressly directs otherwise or prohibits
appeal by the Company); or which have a ‘stay’ from the same or appellate forum.

14.3 In relation to each of the Assets of the Company, no notices, demands, orders adversely
affecting any such Assets have been served or made by any Governmental Authority on the
Company.

15. ROW LAND

15.1 Serial No. 10(a) of the Disclosure Letter contains details of the Tower Lands.

15.2 All amounts payable by or on behalf of the Company in respect of the Project Lands and
Tower Lands, have been duly paid. Other than the aforesaid monetary obligations, the
Company has not made any written commitments in connection with securing the ownership
of, right of way for, right to use, and/or right to access to any Tower Land or Project Land.

15.3 To the knowledge of the Seller, there are no restrictions on the use by the Company of any
Tower Land or Project Land for the purposes for which they are currently being used.

15.4 There is no default by the Company in any respect under any documents in respect of rights
of way, right of access or right to use in respect of any of the Project Lands and Tower Land.

For the purposes of the foregoing,

“Project Lands” mean the lands on which the wind turbine generators (as applicable), DP
yards, transformers and pooling substations have been erected or installed; and

“Tower Lands” mean the lands on which the transmission towers of capacity 110 KV or
above, for evacuation of power from the of Project has been erected or installed.

16. Intellectual Property

75
16.1 The Execution Disclosure Letter sets forth a true and complete list of all Intellectual
Property used by the Company for the conduct of its Business and operations (“Company
IP”), identifies which of such Intellectual Property is owned or licensed by the Company
and sets forth the registration information with respect thereto (to the extent applicable).

16.2 The Company IP is in full force, effect and valid, and is either owned by the Company or the
Company has a valid and sufficient right to use such Intellectual Property.

16.3 To the knowledge of the Seller, the Company is not in conflict with or in violation or
infringement of and has not received any notice of any conflict or violation or infringement
of or any claimed conflict with any asserted rights of any other Person in India or anywhere
in the world, with respect to any Intellectual Property.

17. Insurance

17.1 The Company has obtained adequate insurance policies (“Insurance Policies”), details of
which are provided under Schedule 25, that it is obligated to procure under Applicable Law
and/or any Material Contract to which it is a party. Such Insurance Policies are valid and
subsisting and there are no material claims thereunder that are outstanding in relation to the
Insurance Policies.

17.2 The Company has complied with the terms of the Insurance Policies.

17.3 In respect of the Insurance Policies:

(a) all the policies are in the name of the Company;

(b) all the policies are in full force and effect;

(c) no claim is outstanding and no circumstances exist which would reasonably be

expected to give rise to any claim.

17.4 In each of the Insurance Policies, the Company, as the case may be, is named as the insured/
sole beneficiary/ sole loss payee, and no Person has any interest in or right to, the benefit of
any of such policies. There has been no assignment of any of such policies.

18. Labour, Employees

18.1 A list of employees on the rolls of the Company has been set out in the Execution Disclosure
Letter (as of the date mentioned therein) and the Closing Disclosure Letter (as of the date
mentioned therein).

18.2 There are no collective bargaining agreements, arrangements and other similar
understanding with any trade union, staff association or other body representing any
contractors engaged by the Company, and no labour union has requested or sought to
represent any workmen, representatives or agents of the Company. There have not been and
are no strikes or other labour disputes involving the Company or the Power Plants, nor are
such strikes or similar actions pending or threatened by or against the Company or the
Power Plants.

18.3 The Company has, in relation to each of its workmen/ contractors and (so far as relevant) to
each of its former workmen/ contractors complied in all material respects with Applicable
Laws and all other statutes and regulations relevant to its relations with each workmen/
contractors or the conditions of service of the workmen/ contractors and has maintained
adequate records regarding the service of the worker.

76
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77
 SCHEDULE 10
SPECIFIC INDEMNITY ITEMS

[NOT USED AND INTENTIONALLY LEFT BLANK]

(remainder of the page intentionally left blank)

78
 SCHEDULE 11
EPC CONTRACT

S. Vendor Type of Name Agreemen Agreemen Amendmen 2nd

No Agreement of the t no t Date t Date Amendmen
. Project t Date
1 Mytrah Civil & Nidhi MEIL/15- 19-Aug-15    
Energy Electrical 16/RAJ/
(India) Suppy-CST NIDHI/001
Private
Limited
2 Mytrah Electrical Nidhi MEIL/15- 19-Aug-15    
Energy Suppy-VAT 16/RAJ/
(India) NIDHI/002
Private
3 Mytrah WTG Supply Nidhi MEIL/15- 11-May-15 12-May-15  
Energy 16/RJ/
(India) MOKAL
Private &
HABUR/
WTG
SUPPLY/0
01
4 Mytrah Civil & Nidhi MEIPL/15- 19-Aug-15 30-Oct-15  
Energy Electrical 16/RAJ/
(India) Suppy NIDHI/003
Private Services-S.T
5 Mytrah BOP Civil Nidhi MEIL/15- 19-Aug-15 30-Oct-15  
Energy foundation 16/RAJ/
(India) works-WCT NIDHI/004
Private
6 Mytrah Erection Nidhi MVSPL/ 19-Aug-15    
Energy 15-16/
(India) RJ/
Private MOKLA
&
HABUR/E
RECTION/
002
7 Mytrah Electrical Nidhi MEIL/15- 19-Aug-15    
Energy works- WCT 16/RAJ/
(India) NIDHI/005
Private
8 GE Commissioni Nidhi MVSPL/ 08-May-15    
India ng 15-16/
Industri RJ/
al MOKLA
Private &
Limited HABUR/C
OMMMIS
SIONING/
001
9 Nidhi PE User Fee Nidhi User 15-May-15 27.08.15 &  
Wind Agreement 30.10.2015

79
S. Vendor Type of Name Agreemen Agreemen Amendmen 2nd
No Agreement of the t no t Date t Date Amendmen
. Project t Date
Farm
Private
Limited
10 Nidhi PE User Fee Nidhi User 15-May-15    
Wind Security Agreement
Farm Deposit - Security
Private Deposit
Limited
11 Nidhi Land Nidhi Land 15-May-15    
Wind MOU(MV
Farm SPL)
Private Nidhi(Raja
Limited sthan)
dated 15
may 2015
12 Nidhi O&M Nidhi O&M 18-Dec-15    
Wind Agreement Agreement
Farm
Private
Limited
13 Mytrah Civil Works Nipania MEIL/15- 24-Aug-15 30-Oct-15 02-05-2016
Energy 16/MP/
(India) NIPANIA/
Private CIVIL/004
Limited -25 WTG
14 Mytrah Electrical Nipania MEIL/15- 21-Aug-15 30-Oct-15
Energy 16/MP/
(India) NIPANIA/
Private Electrical/
Limited 005 25
WTG
15 Mytrah Erection Nipania MEIL/15- 21-Aug-15 30-Oct-15
Energy 16/MP/
(India) NIPANIA/
Private Erection/
Limited 002 - 25
WTG
16 Mytrah WTG Supply Nipania MEIL/15- 21-Aug-15 30-Oct-15
Energy 16/MP/
(India) NIPANIA/
Private WTG/001
Limited - 25 WTG
17 Mytrah Commissioni Nipania MEIL/15- 03-Aug-15    
Energy ng 16/MP/
(India) NIPANIA/
Private Commissio
Limited ning/003 -
25 WTG
18 Marut- PE User Fee Nipania User 03-Aug-15    
Shakti Agreement
Energy - 25 WTG

80
S. Vendor Type of Name Agreemen Agreemen Amendmen 2nd
No Agreement of the t no t Date t Date Amendmen
. Project t Date
India
Limited
19 Marut- Land Nipania Land and 03-Aug-15    
Shakti Land
Energy Developme
India nt charges
Limited
20 GEIIPL Part Supply Nidhi - 29 - -
Agreement September
2015

(remainder of the page intentionally left blank

81
 SCHEDULE 12
FINANCING DOCUMENTS

TERM LOAN FINANCING AGREEMENTS:

Sr. Documents Parties Date

No.

1 Common Loan MVSPL, PFC & IDBI 29 October 2015

Agreement

2 Lenders agent agreement MVSPL, PFC, & IDBI 29 October 2015

3 Promoter support MEIL, MVSPL & PFC 29 October 2015

agreement

4 Promoter undertaking MEIL 29 October 2015

5 Security trustee MVSPL, PFC & IDBI 29 October 2015

agreement

6 Share pledge agreement MEIL, IDBI, MVSPL 29 October 2015

7 Trust & retention MVSPL, PFC, Andhra 29 October 2015

account agreement Bank & IDBI

8 Deed of Hypothecation MVSPL 29 October 2015

9 Deed of Guarantee MEIL 29 October 2015

10 Power of Attorney MEIL 29 October 2015

11 Stepin and substitution MEIL, MVSPL, NWFPL & 29 October 2015

agreement PFC

12 First amendment MVSPL, PFC, IDBI 10 August 2016

agreement to CLA

13 Amended & Restated MVSPL, PFC, ADB & 10 August 2016

Security trustee ITSL
agreement

14 First amendment to MEIL, MVSPL, PFC 10 August 2016

promoter support
agreement

15 First Supplementary MEIPL 10 August 2016

undertaking to Promoter
undertaking

16 Memorandum of Entry IDBI 09 November 2016

82
Sr. Documents Parties Date
No.

17 Undertaking for Re- MEIPL, MVSPL&IDBI 29 November 2016

pledge of Shares

18 Power of Attorney for MEIPL 29 November 2016

undertaking

19 Security sharing PFC, ADB, IDBI 10 August 2016

agreement

20 Amended & Restated ADB, MVSPL 10 August 2016

Facility agreement with
ADB

21 Deed of Guarantee MEIPL , MVSPL, & ADB 10 August 2016

22 Project Funds and Share MEIPL, MEL, MVSPL, 10 August 2016

Retention Agreement R&H Trust Co (Jersey) Ltd,
& ADB

23 Borrower Confirmation ADB, PFC & IDBI 10 August 2016

to the Security Sharing Trusteeship Services Ltd
Agreement

24 Unattested Deed of MVSPL & IDBI 10 August 2016

Hypothecation Trusteeship Services Ltd

25 Indenture of Mortgage Mytrah Vayu (Som) Private 7 November 2015

Limited & IDBI
Trusteeship Services Ltd

26 Indenture of Mortgage Mytrah Vayu (Som) Private 3 October 2015

Limited & IDBI
Trusteeship Services Ltd

27 Amended and Restated Mytrah Energy (India) 30 September 2016

Unattested Share pledge Private Limited, Mytrah
Agreement Vayu (Som) Private
Limited and IDBI

28 Stepin and substitution MEIL, Mytrah Vayu (Som) 12 October 2016

agreement Private Limited, NWFPL &
ADB

29 Trust & retention Mytrah Vayu (Som) Private 30 September 2016

account agreement Limited, PFC, Kotak
Mahindra Bank & IDBI

83
WORKING CAPITAL FINANCING DOCUMENTS:

Sr. Document Parties Date

No.

1 General letter of MVSPL and Allahabad Bank 15 May 2017

Hypothecation

2 Deed of Guarantee MEIPL, MVSPL and Allahabad Bank 15 May 2017

3 Third Amendment to MVSPL, ADB, PFC and Allahabad 15 May 2017

TRA agreement Bank

4 Undertaking MVSoPL & Allahabad Bank 15 May 2017

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84
 SCHEDULE 13
JOINT CONDITIONS PRECEDENT SATISFACTION LETTER

To,

[]

Subject: Joint Conditions Precedent Satisfaction Letter in relation to [] issued pursuant to the
Agreement

This certificate is being issued pursuant to Clause [] of the Agreement. Capitalized terms and
expressions used in this certificate but not defined herein shall have the meaning as ascribed to such
term in the Agreement.

Based on the documents provided to us, we hereby confirm that the Joint Conditions Precedent have
satisfactorily completed as set out in Schedule [] of the Agreement and we are issuing this notice in
accordance with Clause [] of the Agreement and confirm that the Parties may proceed with the
Closing in accordance with Clause [] of the Agreement.

Yours faithfully,
Signed for and on behalf of:

For [•]

[Name]
[Designation]

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85
 SCHEDULE 14
OPERATIONS BUDGET

Particulars (all amounts in INR Crore) Apr-22 May-22 Jun-22 Jul-22 Aug-22 Sep-22 Oct-22 Nov-22 Dec-22 Total
R&M 0.86 0.86 0.86 0.86 0.86 0.86 0.86 0.86 0.86 7.73
Add: Professional & Consultancy Charges 0.0100 0.0100 0.0100 0.0100 0.0100 0.0100 0.0100 0.0100 0.0100  
Add: Vehicle & Transportation Charges 0.0112 0.0112 0.0112 0.0112 0.0112 0.0112 0.0112 0.0112 0.0112  
Add: Statutory Expenses 0.0363 0.0363 0.0363 0.0363 0.0363 0.0363 0.0363 0.0363 0.0363  
Add: Security Charges 0.0676 0.0676 0.0676 0.0676 0.0676 0.0676 0.0676 0.0676 0.0676  
Add: Others Site Expenses 0.0090 0.0090 0.0090 0.0090 0.0090 0.0090 0.0090 0.0090 0.0090  
Site expenses 0.1341 0.1341 0.1341 0.1341 0.1341 0.1341 0.1341 0.1341 0.1341 1.21
PE Expense 0 0 0 0 0 0 0 0 0 0.00
Lease Cost 0 0 0 0 0 0 0 0 0 0.00
Finance Charges 0.00 0.00 0.00 0.08 0.05 0.01 0.01 0.01 0.01 0.16
Insurance Cost 3.03 0.00 0.00 0.36 0.00 0.00 0.00 0.00 0.00 3.38
Total 3.89 0.86 0.86 1.29 0.90 0.87 0.87 0.87 0.87 12.48

Admin, Salaries and Other Expenses*

Jul-
Particulars (all amounts in INR Crore) Apr-22 May-22 Jun-22 22 Aug-22 Sep-22 Oct-22 Nov-22 Dec-22 Total
Basic Salary 2.25 2.25 2.25 2.25 2.25 2.25 2.25 2.25 2.25 20.28
Consultancy charges 0.12 0.12 0.12 0.12 0.12 0.12 0.12 0.12 0.12 1.06
Audit fee 0.12 0.12 0.12 0.12 0.12 0.12 0.12 0.12 0.12 1.06
Rent- Office 0.09 0.09 0.09 0.09 0.09 0.09 0.09 0.09 0.09 0.79
Professional fee 0.08 0.08 0.08 0.08 0.08 0.08 0.08 0.08 0.08 0.71
Office Maintenance 0.08 0.08 0.08 0.08 0.08 0.08 0.08 0.08 0.08 0.68
Computer Expenses 0.05 0.05 0.05 0.05 0.05 0.05 0.05 0.05 0.05 0.44
Internet Charges 0.05 0.05 0.05 0.05 0.05 0.05 0.05 0.05 0.05 0.43
Subscription 0.04 0.04 0.04 0.04 0.04 0.04 0.04 0.04 0.04 0.40
Other Office Expenses 0.37 0.37 0.37 0.37 0.37 0.37 0.37 0.37 0.37 3.35

86
 Jul-
Particulars (all amounts in INR Crore) Apr-22 May-22 Jun-22 22 Aug-22 Sep-22 Oct-22 Nov-22 Dec-22 Total
Total Admin, Salaries and Other expense 3.24 3.24 3.24 3.24 3.24 3.24 3.24 3.24 3.24 29.20
*Admin, Salaries and Other Expenses are considered at consolidated level for all Target SPV

#Note: Payments on account of all opening payables as per the Audited Accounts are not included in above budgets and are over and above the operations
budget.

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87
 SCHEDULE 15
TRANSACTIONS

All applicable steps as per Part B of Schedule 10 of the Umbrella Agreement

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88
 SCHEDULE 16
POWER PLANT

State Project Location PPA Date COD Comm. WTGs OEM

Name Cap. Model
(MW)
AC

29-03-
31-03-2016 23.8 14 GE-1.7
2016
Rajasthan
Nidhi Jaisalmer
28-03-
  39.1 23 GE-1.7
2016
- 21/07/2020 27.2 16 GE-1.7

20-05-
20-01-2016 20 15 DF100
2016
Madhya
Nipaniya Mandsaur
Pradesh
05-09-
  2   DF100
2016
02-09-
  8   DF100
2016

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89
 SCHEDULE 17
LIST OF OTHER AGREEMENTS

[NOT USED AND INTENTIONALLY LEFT BLANK]

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90
 SCHEDULE 18
TARGET SPVs

Sr No. TARGET SPVs

1. Mytrah Vayu (Pennar) Private Limited (“MVPPL”)
2. Bindu Vayu Urja Private Limited (“BVUPL”)
3. Mytrah Vayu (Krishna) Private Limited (“MVKPL”)
4. Mytrah Vayu (Manjira) Private Limited (“MVMPL”)
5. Mytrah Vayu Urja Private Limited (“MVUPL”)
6. Mytrah Vayu Indravati Private Limited (“MVIPL”)
7. Mytrah Vayu (Godavari) Private Limited (“MVGPL”)
8. Mytrah Vayu (Som) Private Limited (“MVSPL”)
9. Mytrah Vayu (Tungabhadra) Private Limited (“MVTPL”)
10. Mytrah Vayu (Sabarmati) Private Limited (“MVSbPL”)
11. Mytrah Aadhya Power Private Limited (“Aadhya”)
12. Mytrah Aakash Power Private Limited (“Aakash”)
13. Mytrah Abhinav Power Private Limited (“Abhinav”)
14. Mytrah Adarsh Power Private Limited (“Adarsh”)
15. Mytrah Agriya Power Private Limited (“Agriya”)
16. Mytrah Advaith Power Private Limited (“Advaith”)
17. Mytrah Akshaya Energy Private Limited (“Akshaya”)

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91
 SCHEDULE 19
TARGETED FINANCIAL STATEMENTS

Amount
Net Working Capital
INR crs
Trade receivables 85.8
Unbilled revenue 3.4
Inventories -
Cash and bank balances 2.6
Loans and advances 2.2
Current Assets (A) 94.0
Trade payables 8.7
Other current liabilities 0.1
Provisions 0.4
Current Liabilities (B) 9.1
   
Net Working capital (A-B) 84.9

Debt INR crs

Term Debt Principal outstanding 592.2
Principal Overdues 38.2
Interest overdue 48.7
Total Term Loan Debt (A) 679.0
Working Capital Loan (B) 25.8
 
Total Debt (A+B) 704.8

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92
 SCHEDULE 20

TRUST AND RETENTION ACCOUNTS

Entity Name Bank Name Account IFSC Code Branch Name

Number

Mytrah Vayu Indian Bank 50383430831 IDIB000F523 Fort Branch,

(SOM) Private Mumbai
Limited Ltd

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93
 SCHEDULE 21

PRE-CLOSING ACTIONS

1. An accession agreement shall have been executed by the Seller/Company in agreed form
(effective the Closing Date) in relation to the registration with VERRA and change in name
of the entity holding carbon credits in the registry system of VERRA to that of the
Purchaser.

2. The list of employees shall be in an agreed form between the Seller and the Purchaser and
such employees shall be transferred to the Company, effective on the Closing Date.

3. The Purchaser and the Seller shall have appointed a Big Accounting Firm to conduct a
review of the Adjustment Notice, Pending Dispute Leakages and the Management
Accounts.

4. The Seller shall cause the Company to obtain vendor balance confirmation of the vendors
of the Company on an individual basis, who are providing supply and/or services to the
Company of a value (singly or in the aggregate) of more than INR 50,00,000 (Indian
Rupees Fifty Lakhs) lakhs for the month ending on September 30, 2022. In the event
Closing is extended by more than 2 months from September 30, 2022, then such vendor
balance confirmation will be provided as on November 30, 2022.

5. The Seller shall have a executed slump sale/asset transfer agreements (as applicable, which
will be effective 1 (one) day from the Closing Date) in agreed form for transfer of all
transmission assets along with land and right of way from the Seller to the Company, with
all costs and expenses to the account of the Seller.

6. The Seller and/or Company shall have provided payment statement of paid and unpaid
status of full lease rentals to the counterparties under the lease deeds for the lease land of
the Company, in each case as on 31 March 2022 and 15 (fifteen) days prior to the Closing
Date, along with supporting documents evidencing last payment made to each counterparty.

7. Upon release of the Existing Share Pledges prior to Closing Date, the Seller shall deliver to
the Purchaser a statement of the demat accounts of the Seller and the respective Nominee
Shareholder, evidencing the release of the Existing Share Pledges (“Demat Receipts”). The
Parties shall not be required to proceed to Closing in the event the Demat Receipts are not
provided by the Seller to the Purchaser.

8. The Seller and/or Company shall deliver to the Purchaser, certificates from (a) the
Defaulting Target SPV Lenders, confirming all the amounts payable by the relevant
Defaulting Target SPV (“Overdues Amount”) as full and final settlement of all prior
principle overdue and interest overdue payable under the Defaulting SPV Financing
Documents as on Closing Date and the status of the account, including if it is classified as
an non-performing asset under the RBI Master Circular on Prudential norms on Income
Recognition, Asset Classification and Provisioning pertaining to Advances, 1 April 2022.

94
9. The Seller shall have obtained and furnished a valuation report for the Sale Securities of the
Company as per the methodology prescribed under the IT Act read with Rule 11UA of the
Income Tax Rules, 1962 from a qualified chartered accountant basis Management
Accounts as on the Closing Date.

10. The Seller and/or Company shall have obtained a valuation certificate in respect of the Sale
Securities prepared by a chartered accountant or a SEBI registered Category I merchant
banker, certifying the price of the Sale Securities prepared in accordance with the Foreign
Exchange Management Act, 1999.

11. Prior to issuance of the Section 281 Certificate the concerned Governmental Authority
issues a letter stating the total outstanding amounts which the Seller must pay to obtain the
Section 281 Certificate.

12. Subject to Clause 6.4.4 being fulfilled, the Seller shall obtain from the relevant Tax
Authorities an unconditional certificate under Section 281 of the IT Act, approving the
Transfer of Sale Securities by the Seller (“Section 281 Certificate”).

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95
 SCHEDULE 22

LIST OF BIG ACCOUNTING FIRMS

1. PricewaterhouseCoopers LLP

2. Alvarez and Marsal

3. Ernst & Young LLP

4. Grant Thornton

5. Lodha & Co

6. RSM International

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96
 SCHEDULE 23

FORMAT OF MONTHLY INFORMATION STATEMENT

(a) A statement on a monthly basis on financial issues including fortnightly bank statement,
debt drawn, debt paid, revenue payment received, position of long-term debt and
working capital loan, creditors/debtors etc;

(b) A statement on a fortnightly basis with respect to generation and other critical parameters
of the Project, in line with the format as mutually agreed between the Seller and the
Purchaser.

(c) A statement on a monthly basis on technical matters including generation, availability of

WTGs, grid availability, equipment availability, issues in each wind farms, details of
maintenance, for wind projects and a monthly statement of available spares for GE
project sites.

(d) A statement of monthly invoices made to the counterparties under the PPA and the
payments realised.

Wind Projects

State Project Location PPA COD Comm. WTGs OEM

Name Date Cap. Model
(MW)
AC

29-
03- 31-03-2016 23.8 14 GE-1.7
2016
Rajasthan
Nidhi Jaisalmer
    28-
    03-   39.1 23 GE-1.7
2016
- 21/07/2020 27.2 16 GE-1.7

20-
05- 20-01-2016 20 15 DF100
2016
Madhya
Nipaniya Mandsaur 05-
Pradesh
    09-   2   DF100
    2016
02-
09-   8   DF100
2016

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97
 SCHEDULE 24

MEIPL ACCOUNT

Name of Account Holder: Mytrah Energy (India) Private Limited

Name and Address of Bank: Bank of India, Large Corporate Branch, Hyderabad

Current Account Number: 562520910000001

IFSC Code: BKID0005625

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98
 SCHEDULE 25
INSURANCE POLICIES

Sr. Locatio Capacit Policy Due Insurance

No. n y Policy Type Date Company

IAR & IFFCO TOKIO

1 Nidhi 90.1 31 March 2023
Burglary GIC

Nipaniy IAR & IFFCO TOKIO

2 30
a Burglary 11 July 2023 GIC

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99
100
 SCHEDULE 26
AUTHORIZATIONS/ POWER OF ATTORNEY

Sr. Purpose Authorized person Validity Mode of Issue

No

1. Authorisation for Mr. DVV Satyaprasad, No Validity Board Resolution

executing the documents Mr. Nikhil Kalantri, Mr. Mentioned
pertaining to availment C. Sainath Rao, Mr. G. R.
of working capital Sudhindra, Mr. Ramdev
facilities from Indian Bang,
Bank

2. Authorisation to to Mr. Ravinder Kumar No Validity Board Resolution

become a client of Mentioned
Kundan International
Private Limited, for
trading through Indian
Energy Exchange/Power
Exchange India
Limited/Bilateral Power
Transaction to save the
energy cost

3. Authorisation to to Mr. Ravinder Kumar No Validity Board Resolution

become a client of Mentioned
Kreate Energy (I) Pvt.
Ltd, for trading through
Indian Energy
Exchange/Power
Exchange India
Limited/Bilateral Power
Transaction to save the
energy cost

4. Authorisation & GBI Mr. K. Mahesh Kumar, 31 March Board Resolution

Authorisation to Mr. Ravinder Kumar, Mr. 2023 & Authority
represent before S. Nagarjuna Reddy, Mr. Letter
AVVNL for 23.8 MW at Nema Ram Panwar, Mr.
Nidhi, Jaisalmer Mukut Bihari Sharma

5. Authorisation & GBI Mr. K. Mahesh Kumar, 31 March Board Resolution

Authorisation to Mr. Ravinder Kumar, Mr. 2023 & Authority
represent before S. Nagarjuna Reddy, Mr. Letter
JDVVNL for39.1 MW at Nema Ram Panwar, Mr.
Nidhi, Jaisalmer Mukut Bihari Sharma

6. Authorisation to Mr. K. Mahesh Kumar, 31 March Board Resolution

101
Sr. Purpose Authorized person Validity Mode of Issue
No

represent before Mr. Siva Krishna Joga, 2023 & Authority

MPPMCL for 30 MW at Mr. K. Ramesh, Mr. Letter
Mandsaur Babasaheb Sayambar,

7. Authorization to sign the Mr. Nikhil Kalantri - Board resolution

Share Purchase dated 3 August
Agreement and other 2022
Transaction Documents
on behalf of the
Company.

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102
 SCHEDULE 27
RELATED PARTY TRANSACTIONS

Vendor /
Nature of Transaction Target SPV Customer
Nidhi Wind
Security Deposits MVSPL Farm
Inter-corporate deposit MVSPL MEIPL
Nidhi Wind
Interest on security deposit MVSPL Farm
Loans and advances to related Nidhi Wind
parties MVSPL Farm
Interest accrued on ICDs and
CCDs MVSPL MEIPL
Payable to related parties MVSPL MEIPL
Mytrah Vayu
Varahi Private
Payable to related parties MVSPL Limited

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103
 SCHEDULE 28

OPERATIONS AND MAINTENANCE AGREEMENTS

Date of Parties to the Parties to the

Document Site/Location Particulars Document Document
Inox Wind
Mytrah Vayu Infrastructure
Operations and Maintenance (Som) Private Services
19-Oct-15 Nipaniya Agreement Limited Limited
Mytrah Vayu GE India
Operation and Management (Som) Private Industrial Pvt
26-08-2015 Nidhi Agreement OSA Limited Ltd
Mytrah Vayu GE India
Operation and Management (Som) Private Industrial Pvt
29-09-2015 Nidhi Agreement PSA Limited Ltd
Mytrah Vayu Nidhi Wind
Operation and Management - (Som) Private Farms Private
18-12-2015 Nidhi Common Facilities Limited Limited

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104
 SCHEDULE 29

REAL PROPERTIES/
IMMOVABLE PROPERTIES

Details of Nidhi Project - Mytrah Vayu (SOM) Private Limited

Sub-
S Locati Area( Area(
Khasra No. Village Taluk District lease
No: on No: Bigha) Biswa)
deed
1 47 74/1096 10 10 Mokla Jaisalmer Jaisalmer
2 48 75/1097 10 10 Mokla Jaisalmer Jaisalmer
3 49 76/1098 10 10 Mokla Jaisalmer Jaisalmer
4 50 97/1104 10 10 Mokla Jaisalmer Jaisalmer
5 51 96/1103 10 10 Mokla Jaisalmer Jaisalmer
6 53 99/1106 10 10 Mokla Jaisalmer Jaisalmer
7 101 101/1107 10 10 Mokla Jaisalmer Jaisalmer
8 26 650/1661 4 9 Habur Jaisalmer Jaisalmer
9 26 651/1662 6 1 Habur Jaisalmer Jaisalmer
10 1 654/1663 10 10 Habur Jaisalmer Jaisalmer
11 2 658/1664 10 10 Habur Jaisalmer Jaisalmer
12 3 659/1665 10 10 Habur Jaisalmer Jaisalmer
13 24 661/1666 10 10 Habur Jaisalmer Jaisalmer
14 25 662/1667 10 10 Habur Jaisalmer Jaisalmer
15 23 666/1669 10 10 Habur Jaisalmer Jaisalmer
16 4 669/1671 10 10 Habur Jaisalmer Jaisalmer
17 5 685/1672 10 10 Habur Jaisalmer Jaisalmer
18 6 686/1673 6 8 Habur Jaisalmer Jaisalmer
19 12 728/1675 7 1 Habur Jaisalmer Jaisalmer 20/09/2
20 11 731/1676 5 1 Habur Jaisalmer Jaisalmer 016
21 11,12 732/1677 8 18 Habur Jaisalmer Jaisalmer
22 40 733/1678 10 10 Habur Jaisalmer Jaisalmer
23 14 758/1679 7   Habur Jaisalmer Jaisalmer
24 13 759/1680 10 10 Habur Jaisalmer Jaisalmer
25 14 761/1682 3 10 Habur Jaisalmer Jaisalmer
26 31 762/1683 10 10 Habur Jaisalmer Jaisalmer
27 9 770/1685 10 10 Habur Jaisalmer Jaisalmer
28 10 771/1686 10 10 Habur Jaisalmer Jaisalmer
29 16 772/1687 10 10 Habur Jaisalmer Jaisalmer
30 15 773/1688 10 10 Habur Jaisalmer Jaisalmer
31 29 774/1689 10 10 Habur Jaisalmer Jaisalmer
32 30 775/1690 10 10 Habur Jaisalmer Jaisalmer
33 28 777/1692 4 10 Habur Jaisalmer Jaisalmer
34 17 780/1693 10 10 Habur Jaisalmer Jaisalmer
35 8 781/1694 10 10 Habur Jaisalmer Jaisalmer
36 7 783/1695 10 10 Habur Jaisalmer Jaisalmer
37 27 787/1698 10 10 Habur Jaisalmer Jaisalmer
38 28 788/1699 6   Habur Jaisalmer Jaisalmer

105
 Sub-
S Locati Area( Area(
Khasra No. Village Taluk District lease
No: on No: Bigha) Biswa)
deed
39 18 794/1700 10 10 Habur Jaisalmer Jaisalmer
40 19 795/1708 10 10 Habur Jaisalmer Jaisalmer
41 6 796/1701 4 2 Habur Jaisalmer Jaisalmer
42 20 798/1702 10 10 Habur Jaisalmer Jaisalmer
43 21 810/1704 10 10 Habur Jaisalmer Jaisalmer
44 22 811/1705 10 10 Habur Jaisalmer Jaisalmer
45 46 875/1706 10 10 Habur Jaisalmer Jaisalmer
46 32 884/1711 10 10 Habur Jaisalmer Jaisalmer
47 33 885/1712 3 4 Habur Jaisalmer Jaisalmer
48 34 891/1714 10 10 Habur Jaisalmer Jaisalmer
49 33 892/1715 7 6 Habur Jaisalmer Jaisalmer
50 41 896/1719 10 10 Habur Jaisalmer Jaisalmer
51 45 898 10 10 Habur Jaisalmer Jaisalmer
52 43 904/1721 10 10 Habur Jaisalmer Jaisalmer
53 42 905/1722 10 10 Habur Jaisalmer Jaisalmer
54 38 906/1723 6 8 Habur Jaisalmer Jaisalmer
55 39 907/1724 10 10 Habur Jaisalmer Jaisalmer
56 37, 38 909/1725 14 12 Habur Jaisalmer Jaisalmer
57 36 918/1727 10 10 Habur Jaisalmer Jaisalmer
58 44 920/1729 10 10 Habur Jaisalmer Jaisalmer
59 923/1732 10 10 Habur Jaisalmer Jaisalmer
      530 530      

Details of Nipaniya Project:

EXTEN
S. LOC Khasra DISTRIC Date of Sale
T in VILLAGE TALUKA
NO. NO. No T deeds
Hectares
MP249422016
JAMUNIY SHAMGAR A1075327,
1 58 817/2 1 Mandsaur
A H Dated.11/02/20
16
329/ MP249422016
min-2, NARIYA SHAMGAR A1078695,
2 114 1.09 Mandsaur
330/mi BUJURG H Dated.12/02/20
n-2 16
MP249422016
611/ MANPUR SHAMGAR A1116140
3 116 1.1 Mandsaur
min-2 A H Dated
01/03/2016
MP249422016
643/5, NARIYA SHAMGAR A 1078651
4 117 1 Mandsaur
643/6 BUJURG H Dated
12/02/2016
198/ MP249422016
AKLI SHAMGAR
5 120 min-2, 1.03 Mandsaur A1075150
SHIVDAS H
199/mi Dated

106
 EXTEN
S. LOC Khasra DISTRIC Date of Sale
T in VILLAGE TALUKA
NO. NO. No T deeds
Hectares
n-2,
202/mi 11/02/2016
n-2
MP249422016
907/1 SAGORIY SHAMGAR A 1075240
6 127 1 Mandsaur
908/2/2 A H Dated
11/02/2016
807/2, MP249422016
811/2 JAMUNIY SHAMGAR A1116224
7 157 1.03 Mandsaur
& A H Dated
811/3 01/03/2016
MP249422016
DHAMNI
SHAMGAR A1075397
8 41 607/1 1.1 YA Mandsaur
H Dated
DIWAN
11/02/2016
921/ MP249422016
min-2 SAGARIY SHAMGAR A1116164
9 59 1.08 Mandsaur
922/mi A H Dated.
n-2 01/03/2016
MP249422016
JAMUNIY SHAMGAR A1296493
10 124 205 1 Mandsaur
A H Dated
24/05/2016
MP249422016
375/2/ MANPUR SHAMGAR A1288692
11 119 1 Mandsaur
min-2 A H Dated
20/05/2016
570/7, MP249432016
570/14, BARADIY A1290371
12 112 1.25 GAROTH Mandsaur
570/13/ A AMARA Dated.
2 20/05/2016
MP249422016
GURADIY SHAMGAR A1288740
13 154 864/2 1 Mandsaur
A MATA H Dated.
20/05/2016
MP249422016
38/min- A1289746
14 51 1.05 Barkheda Shamgarh Mandsaur
2 Dated
20/05/2016
912/
MP249422016
min-2
A1288663
15 128 & 1.05 Sagoriya Shamgarh Mandsaur
Dated
913/mi
20/05/2016
n-2

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SCHEDULE 30

107
 POWER PURCHASE AGREEMENTS

Sr. Party Name Project Date of Agreement

No.

1. Ajmer Vidyut Vitran Nigam Limited Nidhi 29 March 2016

2. Jaipur Vidyut Vitran Nigam Limited Nidhi 28 March 2016

3. Madhya Pradseh Power Management Nipaniya 20 May 2016

Company Limited
05 September 2016

02 September 2016

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108
 SCHEDULE 31

PART A

1. Insolvency and Bankruptcy Petition filed under Section 9 of the Insolvency and Bankruptcy
Code, 2016 (“IBC”) bearing Company Petition (IB) C.P. (IB) - 158/2021 registered on 22-07-
2021 against Mytrah Energy (India) Private Limited by Excelltech Wind India Private
Limited before the National Company Law Tribunal (“NCLT”) Hyderabad bench.

2. Insolvency and Bankruptcy Petition filed under Section 9 of the IBC bearing Company
Petition No C.P. (IB) - 220/2021 registered on 24-08-2021 against Mytrah Energy (India)
Private Limited by Scorpius Trackers Private Limited before the NCLT Hyderabad bench.

3. Insolvency and Bankruptcy Petition filed under Section 7 of the IBC bearing Company
Petition No. C.P. (IB) - 58/2022 registered on 22-02-2022 against Mytrah Energy (India)
Private Limited by DBS Bank India Limited before the NCLT Hyderabad bench.

PART B

1. The Company is in default of interest and principal repayments under the Financing
Documents and the details of the overdue principal and interest as on Execution Date is
provided below:

INR in
Millions
Entity Principal Interest
MVSPL 453.97 423.97

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109
 SCHEDULE 32

(a) Approval of the lenders for the Transaction under (i) paragraph 1 of Part A of Schedule 3
and (ii) paragraph 1 of Part C of Schedule 3 of this Agreement; and

(b) CCI approval for the Transaction under Part B of Schedule 3 of this Agreement.

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110