POWER PURCHASE AGREEMENT

BETWEEN

ABC (developer/investor)

AND

XYZ (offtaker)
POWER PURCHASE AGREEMENT

This agreement (the “Agreement”) is made and executed on this [•] at [•].

By and Between

ABC a limited liability partnership firm incorporated under the provisions of Company Act 1956
having its registered office at [xxx] having CIN Number [x](hereinafter referred to as "Seller", which
expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include
its successors and assigns); and

AND

XYZ a company incorporated under the provisions of the Companies Act, 1956, with its registered
office at [xxx] having CIN Number [x] (hereinafter referred to as "Buyer" which expression shall,
unless repugnant to the context or meaning thereof, be deemed to mean and include its successors
and assigns).

The Power Producer and Power User are individually referred to as a "Party" and collectively as the
"Parties".

“Seller” and “Buyer” are individually referred to as the “Party” and collectively, referred to as the
"Parties".

WHEREAS

A. Seller is a power development company engaged in the business of developing, installing,

operating, managing and maintaining solar power plants across India.

B. Buyer is engaged in the business of manufacturing of textile fabrics, and is an existing

consumer of the local distribution licensee. For of its establishments at [address of off-taker’s
unit]

C. Seller is desirous of selling solar electricity generated out of an installed capacity of [x] MW
from the Project to be build, owned and operated by Seller / Designated Investors in the State
of Tamil Nadu, and Buyer is desirous of purchasing such electricity produced by Seller as a
Group Captive Consumer (as defined in this Agreement);

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D. The Parties are now desirous of recording their agreement in writing with respect to
purchase and sale of solar power.

NOW THEREFORE, for mutual consideration duly acknowledged by the Parties, it is hereby
agreed by and between the parties as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement, unless the context otherwise requires, the following terms shall have the
meaning assigned to them herein below:

(a) “Act” shall mean the Electricity Act, 2003 as amended from time to time including rules made
thereunder and any statutory replacement thereof;

(b) “Agreement” shall mean this Agreement and includes its recitals and the schedules
appended hereto, as may be amended from time to time in accordance with the provisions
contained in this Agreement;

(c) “Applicable Law” shall mean all applicable laws, bye-laws, statutes, rules, regulations,
orders, ordinances, notifications, protocols, treaties, codes, guidelines, policies, notices,
directions, writs, injunctions, judgments, decrees or other requirements or official directive
of any court of competent authority, or of any competent governmental authority, or of any
person acting under the authority of any court of competent authority or of any competent
governmental authority, that are effective in India and in force during the subsistence of this
Agreement and are applicable to this Agreement;

(d) “Approvals” means all permits, clearances, licenses, consents, authorizations, registrations,
waivers, privileges, no-objection certificates, acknowledgements or concessions, for the
development and installation of the Project and/or for the generation and supply of
Electricity in accordance with the terms of this Agreement;

(e) “Appropriate Commission” refers to the electricity regulatory commission(s) set up under
the Electricity Act 2003 and those having the jurisdiction over the matters relating to this
Agreement.

(f) “Assured Generation” is as defined in Clause 7.6

(g) “Billing Period” shall mean the monthly billing cycle of the DISCOM and to be followed by
the Parties for monthly settlement of the Delivered Energy. The first Billing Period will be for
a period beginning the COD and ending on the billing date of the DISCOM for that month.

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(h) “CERC” shall mean the Central Electricity Regulatory Commission, as defined in the Act;

(i) “Change in Law” shall mean the occurrence of any of the following, during the subsistence of
the Agreement, affecting the setting up of the project or sale of power
(j) the entry into force of any new Applicable Law, introduction of /a change in rate of tax/ duties
 the repeal or modification of any existing Applicable Law; or
 a change in the interpretation or application of any Applicable Law by a judgment of a
court of competent authority which has become binding.
 “COD” shall mean date of commissioning of the Unit-[•];

(k) “Contracted Capacity” shall have the meaning assigned to it in Clause 3.1 hereof;

(l) “Consumption Point” shall mean the area of the Buyer, where the Delivered Energy shall be
the input side of the energy meters installed at the premises of the Buyer facility where the
power shall be used and consumed , in accordance with the terms of this Agreement for
facilities mentioned in clause B of this agreement
(m) “Delivered Units” means Electricity delivered at the Delivery Point and as registered by the
TANGEDCO meter installed , which will be at the Interconnection Point

(n) “Delivery Point” or “Utility Interconnection Point” or"Injection Point" the shall be line
isolator on outgoing feeder on HV side of the pooling sub-station;
(o) TANGEDCO shall mean Tamilnadu Generation and Distribution Corporation Limited

(p) “Due Date” shall have the meaning ascribed to it in Clause 8;

(q) “Effective Date” shall mean date of execution of the Project Agreements and date of receiving
of statutory approvals for starting construction of the project.

(r) “Electricity” shall mean units of electricity energy measured in kWh and also called as Units
in this Agreement;

(s) “Estimated Generation” is defined in Clause 5.1

(t) “Financial Year” means the year commencing from 1stApril of the year to 31stMarch of the
next year;

(u) “Force Majeure” or “Force Majeure Event” shall have the meaning ascribed to it in Clause
12;

(v) “Grid Tariff” shall mean the Variable Charges as defined below;

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(w) “Group Captive Consumer” shall mean any shareholder of the Seller which enters into a
power purchase agreement with the Buyer to procure electricity in accordance with the
provisions of the Electricity Act, 2003 relating to group captive projects;

(x) “Share Subscription and Shareholders’ Agreement” shall mean the agreement executed
between the Seller, the Buyer and other shareholder,to mark the inter alia equity subscription
arrangements between the shareholders in the Seller

(y) “Jurisdictional Authorities” shall mean, in respect of the Government of India and
Government of the State, where the Project is situated: (a) any of its ministry, department,
sub-division, instrumentality or agency under its direct control; (b) any of its company,
corporation, undertaking or other authority under its direct control; (c) any of its other entity
under its direct control; or (d) the Appropriate Commission;

(z) “LD Rate”, means the rate of compensation which will be the differential between the Grid
Tariff and Purchase Price, to be paid by Seller in case of shortfall of supply of the Electricity
and delay in connectivity as per terms of this Agreement.

(aa) “Non-performing party” shall have the meaning ascribed to it in Clause 12hereof;

(bb) “Open Access” shall mean the non-discriminatory provision for the use of
transmission systems or distribution systems or associated facilities with such lines or
system of any licensee by any buyer or consumers or person engaged in generation in
accordance with the regulations specified by the Appropriate Commission as per the
Electricity Act 2003;

(cc) “Open Access Charges” means the Transmission Charges, Wheeling Charges,
Transmission Losses, Wheeling Losses, Additional Surcharge, SLDC Charges, Cross Subsidy
Surcharges, Banking Charges or any other charges, surcharges, duty, taxes, in cash or kind
levied and charged by the authorities for transmission, wheeling and banking of Electricity
from the Delivery Point till the Consumption Point;

(dd) “Project” means ground mounted Solar PV panels having a installed capacity of
around 7.5 MWp” split into various units, developed and installed by the Seller on the Project
Site, and shall further include auxiliary equipment and facilities, related materials, switch-
gear, transformers, inverters, protection equipment and other items and equipment,
necessary for the supply of Electricity by the Buyer until the Delivery Point;

(ee) “Project Agreements” shall include this Agreement and Performance Guarantee
Deposit Agreement;

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 (ff) “Project Site” means the parcels of land either leased or owned by the Seller, for setting-up
of the Project in the State of Tamil Nadu;

(gg) “Purchase Price” shall be the per unit charge for every unit of Electricity delivered
at the Drawl Point and shall be an amount as mentioned in Clause7;

(hh) “RR Number” means ‘power supply connection number’ which is RR No ------

(ii) “SLDC” shall mean the State Load Dispatch Centre, as defined in the Act;

(jj) “Units” or “kWh” means Kilo Watt hour;

(kk) “Utility” shall mean the transmission or distribution company as is applicable or

relevant to the context;

(ll) “Variable Charges” means the sum of energy charges applicable, from time to time, including
time of day charges, applicable for the solar generation hours of 6.00 hours to 18.00 hours,
any other cess, charges which are to be paid on a per unit basis as applicable and Electricity
charges to be paid by Seller and as revised from time to time. Presently applicable Variable
Charges areas mentioned in Annexure -3;

(mm) “Year” shall mean a period of 12 calendar months.

1.2 Interpretation

In this Agreement, unless the context otherwise requires:

(a) references to a Party shall include its successors, permitted assigns and any persons
deriving interest or title under that Party;

(b) the singular includes the plural and vice versa;

(c) the male gender includes the female, and vice versa;

(d) the expressions “hereof”, “herein” and similar expressions shall be construed as
references to this Agreement as a whole and not limited to the particular Clause or
provision in which the relevant expression appears;

(e) the words “including” and “includes” shall always mean “including, without
limitation” and “includes, without limitation”, respectively;

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(f) each of the representations and warranties provided in this Agreement is
independent of the other representations and warranties in this Agreement and
unless the contrary is expressly stated, no clause in this Agreement limits the extent
or application of another clause;

(g) reference to books, files, records or other information or any of them means books,
files, records or other information or any of them in any form or in whatever medium
held including paper, electronically stored data, magnetic media, film and microfilm;

(h) reference to an agreement or document shall be construed as reference to such

agreement or document as the same may have been amended, varied, supplemented
or novated in writing at the relevant time in accordance with the requirements of
such agreement or document and if applicable, of this Agreement;

(i) the descriptive headings of clauses, sub-clauses, sections and sub-sections are solely
for convenience and are not intended as complete or accurate descriptions of the
content of such clauses, sub-clauses, sections and sub-sections;

(j) time is of the essence in the performance of the Parties’ respective obligations. If any
time period specified herein is extended in writing by the Parties, such extended time
shall also be of the essence;

(k) any grammatical form or variation of a defined term herein shall have the same
meaning as that of such term;

(l) references to recitals, sections, clauses, paragraphs and schedules are references
respectively to recitals, sections, clauses, paragraphs of and schedules to this
Agreement; and

(m) any reference to any statute or statutory provision shall include

i. all subordinate legislation made from time to time under that statute or
provision (whether or not amended, modified, re-enacted or consolidated);

ii. such provision as from time to time amended, modified, re-enacted or

consolidated (whether before, on or after the date of this Agreement) to the
extent such amendment, modification, re-enactment or consolidation applies
or is capable of applying to any transactions entered into under this
Agreement as applicable, and (to the extent liability there under may exist or
can arise) shall include any past statutory provision (as from time to time
amended, modified, re-enacted or consolidated) which the provision referred
to has directly or indirectly replaced.

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2. CONSTRUCTION, COMMISSIONING AND OPERATION

2.1 The Solar Power Plant is being designed, constructed, installed, commissioned and
completed, in such a manner that the COD is achieved within 12 (Twelve) months from the
Effective Date. If the COD is not achieved within 12 months from the Effective Date, the Seller
shall, 15(fifteen) days prior to completion of said 12 (Twelve) months period, intimate the
Buyer and the Buyer shall grant a grace period of 2(two) month after the period of said 12
(Twelve) months.

2.2 If the construction of the Solar Power Plant by the Seller is affected by a Force Majeure Event
and/or affected by any Default by Seller prior to the COD that causes a delay, the date for the
achievement of the COD shall be extended for the period equivalent to the period affected by
the existence of such Force Majeure Event and/or for which the default by Seller continues.

2.3 Seller shall notify Buyer at least 7 (seven) days before the likely date of COD.

3. SALE AND PURCHASE OF ELECTRICITY

3.1 Buyer hereby agrees to sell Electricity generated from [x] MW capacity of the Solar Power
Plant [•](“Contracted Capacity”), and the Buyer agrees to purchase the electricity atleast
equal to the Minimum Assured Consumption from the said Solar Power Plant, subject to grant
of open access consent by the Jurisdictional Authorities for wheeling of electricity from the
Project site to the Consumption Point.

3.2 The Seller shall take steps to install an Availability Based Tariff (‘ABT’) compatible interface
metering system, if required, capable of energy accounting for each block of fifteen (15)
minutes and also meet any other technical requirements stipulated by the Jurisdictional
Authorities at the Consumption Point at its own expense.
[x]
3.3 Seller will a Long Term Open Access Agreement with TANGEDCO and shall comply with all
requirements under Applicable Law and of the Jurisdictional Authorities. Seller shall obtain
all necessary permissions from the Jurisdictional Authorities for supply of electricity through
open access and share the relevant approvals with Buyer. Buyer to assist seller with all paper
work and support as may be required to obtain such approval.

3.4 Application will be submitted for open access for supply of electricity by Seller on behalf of
the Buyer, in accordance with the appropriate regulations.

3.5 The Parties hereby agree to form a suitable capital structure / legal entity as may be required
under the relevant statutory laws in order to supply the Contracted Capacity to Seller as a
Group Captive Consumer. The parties shall enter into a Share Subscription and Share

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 Purchase Agreement as a condition precedent to procure the electricity from the Buyer under
this Agreement.

4. OBLIGATIONS AND UNDERTAKINGS

4.1 Obligations of the Seller

4.1.1 Subject to the terms and conditions of this Agreement, the Seller hereby agrees to:

(a) obtain and maintain in full force and effect, all relevant Approvals;

(b) design, finance, develop, install, operate and maintain the for the tenure of this
Agreement

(c) undertake regular operations and maintenance of the Solar Power Plantfor the tenure
of this Agreement

(d) supply/make available the Assured Generation during the Validity of this Agreement
or else compensate the Seller for the shortfall in Assured Generation in any specific
Contract Year based on the mutually agreed LD rate multiplied by the difference in
Assured Generation and the actual Delivered Units for the relevant Contract Year
(f) perform all of its other obligations mentioned expressly or impliedly elsewhere in this
Agreement.

4.2 Obligations of the Buyer

4.2.1 Subject to the terms and conditions of this Agreement, the Buyer hereby agrees to:

(a) maintain the required connection with TANGEDCO comprising of connected load and
the voltage supply to ensure un-interrupted supply of power from the Solar Plant

(b) facilitate and cooperate with the Seller to develop, install, operate, manage and
maintain the Solar Plant in accordance with the terms of this Agreement;

(c) accept and off-take the Electricity at all times from the Solar Plant and not resell or
otherwise divert any part of the energy supplied by the Seller on its account in any
manner whatsoever;

(d) pay to the Seller the Purchase Price for the Electricity delivered at the Drawl Point as
measured and ensure that the power supplied by the Seller shall be accorded the first
priority in terms of consumption and payment, over any other supplier of power,
including TANGEDCO as well as its own generation;

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 (e) meet all its payment related obligations under this Agreement, to the Seller for the
supply of electricity as well as to TANGEDCO for the applicable statutory charges
namely Transmission Charges, Scheduling Charges, Wheeling Charges, Self Generation
Charges and any other such statutory charges which may become applicable from time-
to-time during the tenure of this agreement, at no additional cost to the seller. .

(f) take all required steps to maintain its status of a Group Captive Consumer, during the
Term of this Agreement as required under Applicable Law including the Electricity Act,
2003 and any notification issued thereto and effect appropriate changes in accordance
with any changes in the Applicable Law relating to group captive mechanism, which
has implications on the equity share capital that is to be held by it in the Buyer;

(g) not to act, in any manner whatsoever, which may be prejudicial to the rights,
entitlements or interests of the Seller, under this Agreement; and

(h) perform all of its other obligations mentioned expressly or impliedly elsewhere in this
Agreement.

5. QUANTUM OF ELECTRICITY AND DELIVERY POINT

5.1 The estimated generation of electricity at the Delivery Point from the Contracted Capacity
will be approximately _________ kWh per annum The estimated generation for the forthcoming
years would be, after considering a 0.7% annual degeneration.(Estimated Generation), as
tabulated underAnnexure-1.

5.2 The total number of Assured Units supplied by Seller to Buyer shall be based on the Units
supplied by Seller at the Delivery Point. Such units shall be hereinafter referred to as
“Delivered Units”.

5.3 Invoices shall be raised by Seller on Buyer on monthly basis coincide with the billing cycle of
the DISCOM, on the basis set out herein.

5.4 It is agreed by Buyer that power supplied by Seller shall be accorded the first priority and
precedence, in terms of consumption and payment, over any other supplier of power subject
to Applicable Laws including any other captive/non-captive power project of Seller that it
may have at any point of time.

5.5 Scheduling and dispatch of the electricity shall be coordinated by Seller with the
Jurisdictional Authorities as per relevant provisions of the grid code and decisions of the
Jurisdictional Authorities and applicable regulations.

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6. TERM

6.1 This Agreement shall be valid and effective from the date of execution of this Agreement and
shall remain in force till the completion of 25 years from the date of commencement of solar
power supply to Buyer unless terminated early as per the provisions of this Agreement. The
Term is defined in following segment

7. TARIFF, RIGHTS TO BENEFITS, MINIMUM GUARANTEE

7.1 The per Unit tariff rate (“Purchase Price”) payable by Buyer to Seller for the Delivered Units
shall be Rs.4.25 per unit for the Year-1. There would be a fixed de-escalation of 0.50 paise
per unit per annum from Year 2 to Year 25.
7.2 In case any additional statutory charges lile Cross Subsidy charges, Open Access charges are
levied by GoT, it would be in the scope of Buyer, at no cost to Seller.

7.3 Buyer may use this purchase of power for fulfilment of renewable Purchase obligation(RPO),
if available as per applicable regulations. However, any charges & clearance required for RPO
entitlement by the authorities shall be responsibility of Buyer and Seller shall not be
responsible to bear/obtain the same..

7.4 Seller shall have rights to avail, transfer or assign, at its own cost and effort, carbon credits,
accelerated depreciation, income tax benefits, investment allowance benefits and all other
benefits arising from or accruing on account of generation of renewable energy as may be
available from the Contracted Capacity.

7.5 Seller shall guarantee an annual minimum generation of -76%% of the Estimated Generation
("Assured Generation”). Yearly numbers for Assured Generation are tabulated under
Annexure-1. This Guarantee shall start after 6 months of CoD to give sufficient time to Buyer
to stabilize its Solar Project.

7.6 For any shortfall in the Assured Generation and Delivered Units, Seller will compensate Seller
with a penalty at LD Rate for such shortfall units on a yearly basis.

7.7 Buyer shall guarantee and pay for the Minimum Assured Consumption equivalent to the
Estimated Generation (as per Annexure-1) for the corresponding Year. Buyer will
compensate Seller with penalty payment at the rate of the applicable Purchase Price for such
shortfall in consumption on annual basis. (Minimum Assured Consumption)

7.8 The Parties agree to have an annual settlement for the total Delivered Units and to
compensate each other as per the provisions of this Agreement.

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8. PAYMENT TERMS AND SECURITY

8.1 Seller will raise the monthly invoice for the payments under this Agreement at the end of
every Billing Period. Buyer will make the payment of amount due under an invoice raised
hereunder to Seller within 15 days of the receipt of that invoice from Buyer (hereinafter, “Due
Date”)

8.2 If the fifteenth (15) day is a holiday then next working day will be the “Due Date”.

8.3 In addition to the main invoice as per 8.1above, Seller would also raise a Supplementary
Invoice for amount payable under clause 7.9 along with suitable supporting documents to
that effect.

8.4 If monies due under an invoices, including the Supplementary Invoices are not paid by the
Due Date for that invoice, penal interest at the rate of 1.5% per month calculated on a day-to-
day basis from the 1st day of the receipt of the invoice from Buyer shall be payable on the
amount due under that invoice.

8.5 Buyer agrees to provide revolving BG for an amount equivalent to six months of solar
generation at base price at the time of signing the PPA valid for 6 months from the date of
sale of power. This will be renewed before 15 days of expiry of existing Bank Guarantee.

9. REPRESENTATIONS AND WARRANTIES

9.1 Each Party represents and warrants that:

(a) it is a duly constituted and validly existing company under the Indian laws;

(b) it has full power and absolute authority to execute and deliver this Agreement and to
perform all of its duties, obligations and responsibilities arising under this
Agreement;

(c) this Agreement when executed and delivered shall constitute a valid and legally
binding obligation, enforceable in accordance with the terms hereof;

(d) the execution, delivery and performance of this Agreement does not conflict with,
result in a breach of or default under any applicable law, order, writ, injunction or
decree of any Court or statutory or regulatory authority, or any agreement,

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 arrangement or understanding, written or oral, to which either Party is a party or by
which either Party or any of its assets are bound; and there is no litigation pending
or, to the best of its knowledge, threatened against either Party that questions the
validity or enforceability of this Agreement or any of the transactions contemplated
herein.

(e) each Party shall comply with all applicable local, state and central laws, regulations
and ordinances, and all applicable Central, State and local environmental laws and
regulations presently in effect or which may be enacted during the Term

(f) The Buyer represents that it shall not at all times make any defaults in making the
necessary payments, if applicable as per the terms of this Agreement, to the DISCOM
and the authorized Government Authorities.

(g) Seller has/will obtain valid licenses and permissions under the Applicable Laws from
Jurisdictional Authorities, for generating Solar energy and selling it to Seller as
contemplated in this Agreement and it shall keep such licenses and permissions
renewed and effective throughout the period of this Agreement and shall comply with
all the conditions of such licenses/permissions.

(h) The Seller shall at all times ensure compliance with the agreed annual Assured
Generation under this Agreement to the Seller in case of any disruption of the supply
of the electricity for any reasons whatsoever. The supply of electricity shall not be
affected even if there is an ongoing dispute between the Parties under this Agreement.

10. TERMINATION

10.1 Termination upon Events of Default by Buyer

Seller may at any time terminate this Agreement by giving written notice of 60 days to Buyer
upon the happening of one or more of the following event of default which are not cured:

i. Buyer becomes a subject of bankruptcy or insolvency/ goes into liquidation or

dissolution or official liquidator is appointed to manage its affairs, pursuant to Law
except where such dissolution of buyer is for the purpose of a merger, consolidation
or reorganization and where the resulting entity has the financial standing to perform
its obligations under the Agreement and creditworthiness similar to Seller and has
expressly assumed all obligations under the Agreement, and is in a position to
perform them;

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 ii. Any representation or warranty by Seller under Clause 9 (Representations and
Warranties) hereof is incorrect or inaccurate in any material way, or omits to include
any information necessary to make such representation or warranty not materially
misleading, and such defect is not cured within fifteen (15) days after receipt of notice
from the Buyer identifying the default;

iii. Seller assigns or purports to assign/transfer its rights and/or its obligations under
this Agreement, unless otherwise agreed, without prior consent of the Buyer;

iv. Buyer fails to consume or pay for the Minimum Assured Consumptionas per the
provisions of this Agreement for a continuous period of three (3) months;

v. Default in payment of monthly bills within Due Date consistently for three months
along with additional interest for delay, Seller shall be entitled to issue the notice of
30 days to rectify the breach; failing to rectify the breach would entitle the Seller to
terminate the Agreement;

vi. Buyer transfers or attempts to transfer any or all of its equity shares in the Seller
during the term of this Agreement, or fails to maintain the required percentage of
shares in the common equity share capital of the Seller as required under applicable
Laws throughout the term of this Agreement;

vii. Buyer has repudiated the Project Agreements and ;

viii. Any other material default under this Agreement;

10.2 Termination upon Events of Default By Seller

Seller may at any time terminate this Agreement by giving a 60 days written notice to Buyer
upon the happening of one or more of the following:

i. Seller becomes a subject of bankruptcy or insolvency/ goes into liquidation or

dissolution or official liquidator is appointed to manage its affairs, pursuant to Law
except where such dissolution of Seller is for the purpose of a merger, consolidation
or reorganization and where the resulting entity has the financial standing to perform
its obligations under the Agreement and creditworthiness similar to Buyer and has
expressly assumed all obligations under the Agreement, and is in a position to
perform them;

ii. Any representation or warranty by Seller under Clause 9 (Representations and

Warranties) hereof is incorrect or inaccurate in any material way, or omits to include
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 any information necessary to make such representation or warranty not materially
misleading, and such defect is not cured within fifteen (15) days after receipt of notice
from the Buyer identifying the default;

iii. Seller assigns or purports to assign/transfer its rights and/or its obligations under
this Agreement, unless otherwise agreed, without prior consent of the Buyer;

iv. Seller fails to deliver Assured Generation to Buyer except for the reasons attributable
to Force Majeure or to Seller and fails to compensate Buyer as per the provisions this
Agreement for a continuous period of three (3) months.

v. Seller has repudiated the Project Agreements and the Share Subscription and
Shareholders’ Agreement;

vi. Any other material default under this Agreement;

10.3 Termination for Convenience

i. During Initial Term (as defined under Clause 6.1) – Neither Party can terminate the
PPA during initial term; Buyer will have right to buy out the entire plant under a pre-
approved valuation consideration as defined in Annexure II

ii. However, the Buyer shall make all pending payments to the Seller within 30 days
from the date of termination of this Agreement. This Agreement shall be coterminous
with the Share Subscription and the Shareholder’s Agreement entered in accordance
with Clause 3.5

10.4 Consequence of Termination

i. In case of termination of this Agreement on account of Clause 10.1, where the Party
committing the breach is Buyer, Buyer shall compensate seller for 12 (Twelve)
months of estimated revenue of the Seller to be computed based on the Estimated
Generation for immediate 12(twelve) months following the termination and the
Purchase Price prevalent at the time of termination. This will be in addition to the
break out cost/ damages payable to utility for pre-mature termination of the Long
Term Open Access arrangement.

ii. In case of termination of this Agreement on account of Clause 10.2, where the Party
committing the breach is Seller, Seller shall compensate Buyer for 12 (TWELVE)

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 months of Assured Generationfor immediate 12 (twelve) months following the
termination at the LD Rate prevalent at the time of termination.

iii. In case, there is closure of business of the Buyer, then the Seller shall have a right to
terminate this Agreement. However, Buyer will be compensated as per clause 10.4.

iv. Notwithstanding anything contained in this Agreement, In the event of termination

of this Agreement, accrued rights and obligations of the Parties shall survive
termination of the Agreement.

10.5 Termination Due to Revocation of Group Captive User

i. In case revocation of Group Captive User due to Change in Law and resulting into
additional charges for procurement of Electricity by Seller, the Parties will mutually
discuss and agree to minimize the impact of such additional levy and charges within
three months of such event. However, final liability of such charges will fall on the
Buyer and the Seller will include in its monthly bill such additional charges as levied
by the relevant authorities to ensure compliance of the Project with applicable laws.

11. INDEMNIFICATION

11.1 Each Party shall indemnify, defend and hold harmless Other Party and its directors, members
of its board of directors, partners, assigns, trustees, agents, officers and employees, against
all claims, demands, judgments and costs and expense resulting from breach of its obligation
by the Party under this Agreement except to the extent that any such claim has arisen due to
a negligent act or omission, breach of contract or breach of statutory duty on the part of the
Other Party, or its contractors, servants or agents, claiming indemnification.

12. FORCE MAJEURE

12.1 The performance of their obligations by the Parties shall be subject to “Force Majeure”
conditions, as defined in this Clause.

12.2 “Force Majeure” means any event or circumstance or combination of events or circumstances,
direct and/or indirect, which is or are beyond the control of a Party and that results in or
causes the failure of that Party (the “Non-Performing Party”) to perform any of its
obligations under this Agreement, and includes:-

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 i. acts of war (whether declared or undeclared), invasion, armed conflict, blockade,
revolution, riot, insurrection or civil commotion, terrorism, sabotage, fire, explosion
or criminal damage;

ii. acts of God, including fire, lightning, cyclone, typhoon, flood, tidal wave, earthquake,
landslide, epidemic, extreme weather conditions or similar cataclysmic event;

iii. non-grant of open access by the Jurisdictional Authorities for reasons not attributable
to Seller or Buyer;

iv. non-availability of transmission capacity or interconnection facility by the

Jurisdictional Authorities;

v. change in Applicable Law affecting the operation of the Agreement before the Project
is started;

vi. regulatory intervention as also orders from the Central Electricity Regulation
constituted under the Act, the Appellate Tribunal of Electricity, jurisdictional courts,
the State Government or the Jurisdictional Authorities for reasons not attributable to
Buyer or Seller before the Project is started.

vii. expropriation and/or compulsory acquisition of the Project Site or the Project, in
whole or in part, by any Statutory Entity

viii. radio-active contamination or ionising radiation or resulting from another Force

Majeure Event excluding circumstances where the source or cause of contamination
or radiation is brought or has been brought into or near the Project Site by the
Affected Party

12.3 Where a Non-Performing Party is unable to perform its obligations under this Agreement by
reason of Force Majeure, the Non-Performing Party shall notify the other Party within a
period of seven (7) days and if there is total disruption of communication, as soon as
practicable after the occurrence of Force Majeure, identifying the nature of the event or
circumstance of Force Majeure, the expected duration of such Force Majeure, the particular
obligations of the Non-Performing Party which are affected by such Force Majeure and the
period for which such obligations are expected to be so affected.

12.4 The obligations of the Parties under this Agreement shall be suspended only to the extent
that:

i. Such suspension is of no greater scope and no longer duration than is required by the
effects of the relevant event or circumstance of Force Majeure; and

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 ii. The Non-Performing Party uses all reasonable efforts to remedy, as soon as
practicable, its inability to perform the affected obligations.

12.5 In the event the Force Majeure continues beyond a period of Three (3) months continuously,
either Party will have the option to terminate this Agreement by giving 30 days’ notice to
other Party.

13. DISPUTE RESOLUTION

13.1 If any dispute or difference of any kind whatsoever shall arise between the Parties in
connection with or arising out of this Agreement or out of the breach, termination or
invalidity of the Agreement hereof, the Parties shall attempt to resolve through mutual
discussions within fifteen (15) days.

13.2 Notwithstanding the existence of any Dispute except for non-payment without justification /
dispute, the Parties hereto shall continue to perform their respective obligations under this
Agreement throughout the Term of this Agreement.

13.3 In the event that the Dispute is not resolved in terms of Clause 13.1 above, the parties shall
submit the dispute to resolution before an arbitral tribunal comprised of solearbitrator. The
arbitration shall be conducted at New Delhi, in the English Language, and in accordance with
the provisions of the Arbitration & Conciliation Act, 1996 as amended from time to time and
the rules thereto. The award shall be final and binding on the parties hereto, both the parties
shall bear the costs of the arbitration equally.

13.4 All disputes arising from this Agreement shall, subject to Clause 13.3 above, be within the
exclusive jurisdiction of the Courts atNew Delhi.

14. CHANGE IN LAW

14.1 RELIEF FOR CHANGE IN LAW

The Seller shall be responsible for any incident of Change in Law provided no such change in
law shall have a retrospective effect on the Buyer. The Seller hereby undertakes to
compensate the Buyer for all claims of Change in Law in the form and manner provided in
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14.2 NOTIFICATION OF CHANGE IN LAW

14.2.1 If the Buyer is affected by an incident of Change in Law and considers itself eligible for relief
for such Change in Law, then, it shall give notice to the Seller of such Change in Law, along
with the documentary evidence, if any, establishing the impact of such Change in Law.

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14.2.2 THE notice served pursuant to Article 14.2.1shall provide, amongst other things, precise
details of the Change in Law and the adjustment required in the Purchase Price, for the
amounts accrued/to be accrued after the date of last Invoice,

14.3 TARIFF ADJUSTMENT PAYMENT ON ACCOUNT OF CHANGE IN LAW

14.3.1 At any time after providing the notice as per Article 14.2 the Seller shall issue a
supplementary invoice for the amount noted in Article 14.2. The Buyer shall make payment
of such supplementary invoice within 5 (five) days thereof.

14.3.2 Pursuant to the notification of the adjustment required in the Purchase Price as per Article
14.2 , all the subsequent Invoices will be issued with such adjustment in the Purchase Price,
such adjusted Purchase Price shall be the Purchase Price for all purposes thereafter.

15. NOTICES AND CORRESPONDENCE

All notices must be delivered personally, by registered or certified mail or facsimile to the
following addresses mentioned below:

Name:
Address:

Attention:
E-mail:

16. CONFIDENTIALITY

16.1 The Parties agree and undertake to treat this Agreement and each of its terms as
confidential.Neither of the Party shall disclose to any third party about the existence or the
terms of this Agreement or any confidential information acquired by the Party pursuant to
the entering into this Agreement, without the prior written consent of the other Party. The
obligations undertaken hereto shall not apply to the party who is under an obligation to
provide such information to any Court, Statutory authority, regulatory authority etc. and such
obligations shall survive the termination of this Agreement.

17. AMENDMENT

This Agreement may be amended or modified with the mutual consent of the Parties and
shall be reduced to writing.

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18. CHANGE IN CONTROL

Seller shall be permitted a change in Control (“Change in Control”) by the Buyer if the
following conditions are met:

18.1. Seller shall have obtained the prior written consent of the Buyer in relation to such Change
in Control;

18.2. Seller is able to demonstrate with relevant documentary evidence that despite such Change
in Control, the resultant entity as the Seller has expressly undertaken to perform all Seller
obligations under this Agreement and has the financial capabilities to do so.

There shall be no restriction on the Seller for affecting a change in Control.

19. NOVATION

Notwithstanding anything contained in this Agreement, the Seller shall, at its sole discretion,
and without the consent of the Buyer, have a right to assign and novate any or all of its rights,
obligations, interests, benefits arising out of this Agreement in favour of any third party
including to its lender or to its Affiliates. In case of assignment in favour of such third party,
the Seller shall provide to the Buyer a notice stating its intention to assign and novate this
Agreement in favour of a third party. The Buyer shall cooperate with the Seller and execute
all such documentation required to give effect to the aforesaid assignment and novation.

The Buyer hereby undertakes to execute all such documents/ instruments, as may be
required by the Seller, to arrange or secure financing from the lenders/ creditors/ investors,
interests in the Solar Power Plant, and amongst others, acknowledging their rights of step-
in/ substitution of the Solar Power Plant under the project specific agreements including this
Agreement, in accordance with the terms of the relevant financing and security documents.

20. SEVERABILITY

20.1 Any provision in this Agreement, which is or may become prohibited or unenforceable in any
jurisdiction, shall as to such jurisdiction be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this Agreement or affecting
the validity or enforceability of such provision in the same or any other jurisdiction. Without
prejudice to the foregoing, the Parties will immediately negotiate in good faith to replace such
provision with a proviso, which is not prohibited or unenforceable and has, as far as possible,
the same legal and commercial effect as that which it replaces.

21. ENTIRE AGREEMENT

21.1 This Agreement represents the entire agreement between the Parties in relation to the terms
of the matters contained in this Agreement and shall supersede and extinguish any previous

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 drafts, agreements or understanding between all or any of the Parties (whether oral or in
written) relating to the subject matter herein.

22. COUNTERPARTS

22.1 This Agreement has been signed in up to two counterparts, each of which shall be deemed to
be an original.

23. INDEPENDENT PARTIES

23.1 The Parties are independent contracting parties and will have no power or authority to
assume or create any obligation or responsibility on behalf of each other. This Agreement will
not be construed to create or imply any partnership, agency or joint venture, or employer-
employee relationship of any kind whatsoever.

24. WAIVER

24.1 No waiver of any rights under this Agreement shall have effect unless communicated to the
other Party in writing. No instance of a waiver shall be treated as effective except in so far as
the specific a failure or a waiver of exercise of any right or power or benefits under this
agreement by a Party or on its behalf shall not operate as a waiver of the same forever during
the term of this agreement nor any delayed exercise of any right or power or benefit by a
Party or on its behalf under this Agreement shall be deemed to be a waiver of such right,
power or benefit.

25. CUMULATIVE RIGHTS

25.1 The rights and remedies provided in this Agreement are cumulative and not exclusive of any
other rights or remedies provided by law or equity.

26. LIMITATION OF LIABILITY

26.1 Except as specifically provided in this Agreement, no Party shall be liable to the other Party
for any consequential, indirect or special damage, whether arising in tort, contract or
otherwise, by reason of this Agreement or otherwise.

27. SPECIFIC PERFORMANCE

27.1 The Parties agree that damages may not be an adequate remedy and the Parties and their
Affiliates shall be entitled to an injunction, restraining order, right for recovery, suit for

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 specific performance or such other equitable relief as a court of competent jurisdiction may
deem necessary or appropriate to restrain the other Party from committing any violation or
enforce the performance of the covenants, representations and obligations contained in this
Agreement.

27.2 These injunctive remedies are cumulative and are in addition to any other rights and
remedies that the Parties may have at law or in equity, including without limitation a right
for damages.

28. FURTHER ACTS AND ASSURANCES

28.1 Each Party hereby agrees to execute and deliver all such further agreements, documents and
instruments, and to do and perform all such further acts and things, as shall be necessary or
convenient to carry out the provisions of this Agreement and to consummate the transactions
contemplated hereby

29. SURVIVAL

29.1 The provisions of Clause 1, Clause 9, Clause 10, Clause 11, Clause 13, Clause 15, Clause 18,
Clause 19, Clause 20, Clause 21, Clause 22, Clause 23, Clause 24, Clause 25, Clause 26, Clause
27, Clause 28 and this Clause 29 shall survive the determination or termination of this
Agreement.

30. STAMP DUTY AND REGISTRATION COSTS

30.1 The Parties agree to equally bear any charges on account of stamping or registration of this
Agreement and/ or any of the other Project Agreements that may be applicable and is levied
by the concerned authorities on registration of this Agreement or any of the Project
Agreements.

IN WITNESS whereof the Parties, through their duly authorized representatives have signed, and
affixed their respective corporate seal, to this Agreement on the day and year first hereinabove
written.

For and on behalf of For and on behalf of

Raylios Renewable Energy and Infrastructure Kannapiran Mills Ltd
Consultants LLP
[•]

[•]
_________________________________

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______________________________ Name:[•]

Name:[•] Title: Authorised Signatory

Title: Authorized Signatory

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