Exhibit 10.3

SHAREHOLDERS AGREEMENT

DATED: 22 JULY, 2015

BY AND AMONGST

INTERNATIONAL FINANCE CORPORATION

AND

HELION VENTURE PARTNERS II, LLC

AND

HELION VENTURE PARTNERS INDIA II, LLC

AND

FC VI INDIA VENTURE (MAURITIUS) LTD.

AND

DEG – DEUTSCHE INVESTITIONS –UND ENTWICKLUNGSGESELLSCHAFT MBH

AND

SOCIÉTÉ DE PROMOTION ET DE PARTICIPATION POUR LA COOPÉRATION

ÉCONOMIQUE S.A.

AND

IFC GIF INVESTMENT COMPANY I

AND

AZURE POWER GLOBAL LIMITED

AND

IW GREEN INC.

AND

MR. INDERPREET SINGH WADHWA

MR. HARKANWAL SINGH WADHWA

DELHI     |     MUMBAI     |     BANGALORE     |     HYDERABAD

TABLE OF CONTENTS

1. DEFINITIONS AND INTERPRETATION	4
2. EFFECTIVENESS AND SHARE CAPITAL OF THE COMPANY	19
3. REPRESENTATIONS AND WARRANTIES	21
4. RIGHTS OF THE INVESTORS	22
5. INVESTORS RIGHTS ON FURTHER ISSUE OF SHARES	27
6. TRANSFER OF SHARES	30
7. QUALIFIED INITIAL PUBLIC OFFERING	48
8. REINSTATEMENT OF RIGHTS	51
9. BUY-BACK OF EQUITY SECURITIES	52
9A. BUY-BACK FROM IFC, DEG OR PROPARCO	57
10. BORROWINGS & FUNDING	58
11. MANAGEMENT OF THE COMPANY	58
12. SHAREHOLDERS MEETINGS	65
13. EXERCISE OF VOTING & OTHER RIGHTS BY PARTIES	66
14. INFORMATION RIGHTS	67
15. ANNUAL BUSINESS PLAN AND BUDGET	68
16. FINANCIAL ACCOUNTING AND AUDITS	69
17. OTHER COVENANTS	69
18. NON-COMPETE AND NON-SOLICITATION	71
19. RIGHT OF INSPECTION	72
20. INTELLECTUAL PROPERTY RIGHTS	72
21. TERMINATION	73
22. CONFIDENTIALITY	74
23. GOVERNING LAW AND ARBITRATION	75
24. NOTICES	76
25. MISCELLANEOUS PROVISIONS	79
SCHEDULE A – DEED OF ADHERENCE	89
SCHEDULE B – PFIC ANNUAL INFORMATION STATEMENT	90
SCHEDULE C – TERMS AND CONDITIONS OF SERIES A CCPS	93
SCHEDULE D – TERMS AND CONDITIONS OF SERIES B CCPS	97
SCHEDULE E – TERMS AND CONDITIONS OF IFC CCDS	101
SCHEDULE F – TERMS AND CONDITIONS OF SERIES C CCPS	107

SCHEDULE G – TERMS AND CONDITIONS OF SERIES D CCPS	111
SCHEDULE H – TERMS AND CONDITIONS OF DEG CCDS	115
SCHEDULE I – TERMS AND CONDITIONS OF IFC II CCDS	122
SCHEDULE J – TERMS AND CONDITIONS OF SERIES E CCPS	128
SCHEDULE K – IFC POLICY COVENANTS	134
SCHEDULE L – INVESTORS CONSENT RIGHTS	145
SCHEDULE M – MAJORITY INVESTOR CONSENT RIGHTS	147
SCHEDULE N – LIST OF COMPETITORS	149
SCHEDULE O – DEG EXCLUSION LIST	150
SCHEDULE P – PROPARCO POLICY COVENANTS	151
SCHEDULE Q – VOTING PERCENTAGES	161
SCHEDULE R – TERMS AND CONDITIONS OF IFC III CCDs	162
SCHEDULE S – TERMS AND CONDITIONS OF SERIES F CCPS	169
SCHEDULE T – TERMS AND CONDITIONS OF SERIES G CCPS	175
SCHEDULE U – TERMS AND CONDITIONS OF SERIES H CCPS	181
SCHEDULE V – INSURANCE REQUIREMENTS	186
SCHEDULE W – REPORTING IMPACT INDICATORS	187
SCHEDULE X – LIST OF RELATED AGREEMENTS	190
SCHEDULE Y – ISSUE PRICE AND USD-INR CONVERSION RATE	191
SCHEDULE Z – DISTRIBUTION PERCENTAGE	192

SHAREHOLDERS AGREEMENT

This SHAREHOLDERS AGREEMENT is made on this 22nd day of July, 2015;

BY AND AMONG

1. INTERNATIONAL FINANCE CORPORATION, an international organization established by the Articles of Agreement among its member countries including the Republic of India (“IFC”), of the First Part;

AND

2. HELION VENTURE PARTNERS II, LLC, a company established under the laws of Mauritius, having its principal office at International Management (Mauritius) Ltd, Les Cascades Building, Edith Cavell Street, Port Louis, Mauritius (hereinafter referred to as “Helion Partners” which expression shall mean and include the said company, its executors, assigns and successors-in-interest), of the Second Part;

AND

3. HELION VENTURE PARTNERS INDIA II, LLC, a company established under the laws of Mauritius, having its principal office at International Management (Mauritius) Ltd, Les Cascades Building, Edith Cavell Street, Port Louis, Mauritius (hereinafter referred to as “Helion India” which expression shall mean and include the said company, its executors, assigns and successors-in-interest), of the Third Part;

AND

4. FC VI INDIA VENTURE (MAURITIUS) LTD., a company established under the laws of Mauritius, having its principal office at International Financial Services Limited, IFS Court, 28 Cybercity, Ebene, Mauritius (hereinafter referred to as “FC” which expression shall mean and include the said company, its executors, assigns and successors-in-interest), of the Fourth Part;

AND

5. DEG – DEUTSCHE INVESTITIONS –UND ENTWICKLUNGSGESELLSCHAFT MBH, company established under the laws of Federal republic of Germany, having its office at Kammergasse 22, 50676-Cologne, Germany, (hereinafter referred to as “DEG” which expression shall mean and include the said company, its executors, assigns and successors-in-interest), of the Fifth Part;

AND

6. SOCIÉTÉ DE PROMOTION ET DE PARTICIPATION POUR LA COOPÉRATION ÉCONOMIQUE S.A., a société anonyme having a share capital of Euros 693,079,200 registered with the RCS of Paris under the number 310 792 205, which registered office is at 151 rue Saint Honoré, 75001- PARIS (“Proparco”) Sixth Part;

AND

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7. IFC GIF INVESTMENT COMPANY I, a company established under the laws of Republic of Mauritius, having its principal office at C/o Cim Fund Services Ltd, 33 Edith Cavell Street, Port Louis, Mauritius (“GIF”), of the Seventh Part;

AND

8. AZURE POWER GLOBAL LIMITED, a company incorporated under the laws of Mauritius and having its registered office at 1st Floor, The Exchange, 18 Cybercity, Ebene, Republic of Mauritius (hereinafter referred to as the “Company” which expression shall mean and include the said company, its executors, assigns and successors-in-interest), of the Eighth Part;

AND

9. MR. INDERPREET SINGH WADHWA (hereinafter referred to as “IW”), son of Mr. Harkanwal Singh Wadhwa residing at J-57, Third Floor, Saket, New Delhi 110 017, MR. HARKANWAL SINGH WADHWA (hereinafter referred to as “HW”), son of Late Mr. Manohar Singh Wadhwa, residing at C-2324 Ranjit Ave, Amritsar, Punjab, and IW Green Inc., a company incorporated under the laws of the United States and having its principal office at 341, Raven Circile, Wyoming, Zip Code 19934, Kent, United States of America (“IW Green”) (IW, HW and IW Green shall hereinafter collectively be referred to as the “Sponsors”, which expression shall mean and include their successors, legal heirs and permitted assigns), of the Ninth Part;

(Helion Partners and Helion India are collectively referred to as “Helion”. Helion, FC, IFC, GIF, Proparco and DEG shall hereinafter be collectively referred to as the “Investors”).

(The Company, IFC, GIF, Helion, FC, DEG, Proparco and the Sponsors are individually referred to as “Party” and collectively referred to as the “Parties”).

WHEREAS

(A) The Company has been incorporated for the purpose of holding the share capital of Azure Power India Private Limited (“AZI”), a company incorporated under the laws of India and having its registered office at 8, LSC, Madangir, Pushpavihar, New Delhi – 110062, India and engaged in the business of development and operation of solar power plants in India and generation of solar electricity therefrom.

(B) All Investors (other than GIF), IW and HW were the shareholders of AZI, and had executed the Second Consolidated and Amended Shareholders Agreement dated 10^th June, 2015 to govern their rights and obligations as the shareholders of AZI (“Existing AZI SHA”). Pursuant to certain understanding between the Parties, all Investors (other than GIF) intend to shift their direct equity investments from AZI to the Company, thereby becoming the investors in the Company and the Company holding the equity securities of AZI that were subscribed by the Investors in AZI. To give effect to this understanding, the Investors have entered into the following agreements to subscribe to the Equity Securities of the Company, and the Company to issue and allot the respective Equity Securities to the Investors.

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(C) IFC intends to subscribe to the IFC Securities to be issued and allotted by the Company pursuant to the securities subscription agreement executed on or around the date of this Agreement between, inter alia, IFC and the Company (“IFC Subscription Agreement”).

(D) DEG intends to subscribe to the DEG Securities to be issued and allotted by the Company pursuant to the securities subscription agreement executed on or around the date of this Agreement between, inter alia, DEG and the Company (“DEG Subscription Agreement”).

(E) Proparco intends to subscribe to the Proparco Securities to be issued and allotted by the Company pursuant to the securities subscription agreement executed on or around the date of this Agreement between, inter alia, Proparco and the Company (“Proparco Subscription Agreement”).

(F) Helion intends to subscribe to the Helion Securities to be issued and allotted by the Company pursuant to the securities subscription agreement executed on or around the date of this Agreement between, inter alia, Helion and the Company (“Helion Subscription Agreement”).

(G) FC intends to subscribe to the FC Securities to be issued and allotted by the Company pursuant to the securities subscription agreement executed on or around the date of this Agreement between, inter alia, FC and the Company (“FC Subscription Agreement”).

(H) GIF intends to subscribe to 111,071 (One Hundred Eleven Thousand and Seventy One) Series H CCPS to be issued and allotted by the Company pursuant to the subscription agreement dated 24^th June, 2015 between, inter alia, GIF and the Company (“GIF Subscription Agreement”).

(I) In addition to the IFC Securities mentioned above, IFC intends to subscribe to 22,214 (Twenty Two Thousand, Two Hundred and Fourteen) Series H CCPS to be issued and allotted by the Company pursuant to the Letter Agreement executed on or around the date of this Agreement between, inter alia, IFC, AZI, IW and the Company (“IFC Subscription Agreement-2”).

(J) In addition to the Proparco Securities mentioned above, Proparco intends to subscribe to 18,882 (Eighteen Thousand, Eight Hundred and Eighty Two) Series G CCPS to be issued and allotted by the Company pursuant to the subscription agreement executed on or around the date of this Agreement between, inter alia, Proparco and the Company (“Proparco Subscription Agreement-2”).

(K) IW Green Inc. is entirely owned and controlled by IW, and currently holds Equity Shares of the Company, and is represented by IW for the purposes of this Agreement.

(L) Pursuant to the above, the Parties are entering into this shareholders’ agreement for incorporating the rights and obligations of all Investors, Sponsors and the Company for regulating the management and control of the affairs of the Company and certain other rights and obligations inter se in accordance with the terms and conditions set out herein.

NOW THEREFORE IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES AND THIS AGREEMENT WITNESSETH AS UNDER:

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1. DEFINITIONS AND INTERPRETATION

1.1 In this Agreement the following terms, to the extent not inconsistent with the context, shall have the meanings assigned to them herein below:

“Accounts” shall mean the books of account of the Company and also includes its balance sheet, profit and loss account and all other records, ledgers, accounting notations and pertinent documentation.

“Act” shall mean the Companies Act 2001 of Mauritius as amended from time to time.

“Affiliate” in relation to a Person,

(i) being a corporate entity, shall mean any entity or Person, which Controls, is Controlled by, or is under the common Control of such Person;

(ii) being an individual, shall mean any Relative or any other entity or Person, which is Controlled by such Person or a Relative of such individual; and

(iii) in any other case shall mean a Person Controlled by a Party/ies to this Agreement;

Provided that, in relation to Helion and FC, ‘Affiliate’ shall also include any general partner, officer or director of Helion and FC and any venture capital fund now or hereafter existing which is Controlled by or under common Control with one or more general partners or shares the same management company with Helion and FC.

“APGL Sharing Agreement” means the APGL Sharing Agreement executed on or around the date of this Agreement between the Investors to give effect to the Liquidation Preference upon the occurrence of events set out in Clause 4 of this Agreement.

“Agreement” or “SHA” means this Shareholders Agreement and includes all recitals, schedules, annexes and exhibits that are annexed to it, and any amendments made to it by the Parties in writing.

“Annual Business Plan and Budget” shall mean the annual business plan and budget, which business plan and budget shall set forth for each Financial Year: (a) a detailed review of the prior Financial Year’s operational and financial performance and a description of the proposed business activities of the Company and AZI for such Financial Year and the next Financial Year based on the performance in the previous Financial Year; (b) quarterly projections of all revenue and cost heads and financing for such Financial Year and quarterly projections for the next Financial Year for the Company and AZI; (c) the expected amounts and anticipated timing of periodic capital needs, if any of the Company and AZI; and (d) a statement of capital expenditures and a detailed break-down of working capital for the Company and AZI.

“Anti-Competitive Practice” means:

(i) any common or implied action having as object and/or as effect to impede, restrict or distort fair competition in a market, in particular when it tends to: (1) restrict market access or the free exercise of competition by other companies; (2) prevent price fixing

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by the free play of markets by artificially favouring the increase or reduction of prices; (3) limit or control production, markets, investments or technical progress or, (4) share out markets or sources of supply;

(ii) any abuse by a company or a group of companies of a dominant position within an internal market or in a substantial part of it;

(iii) any bid or predatory pricing having as object and/or as effect to eliminate from a market or to prevent a company or one of its product from accessing a market.

“Applicable Liquidation Price” means, as applicable, either the Senior Liquidation Price or the Series H Liquidation Price or the Series F Liquidation Price or the CCPS Liquidation Price or the Series A Liquidation Price.

“Applicable Investor Securities” means, as applicable, either the Series A CCPS or the Series B CCPS or the Series C CCPS or the Series D CCPS or the Series F CCPS or the Series H CCPS or the Proparco CCPS or the IFC CCDs or the IFC II CCDs or the IFC III CCDs or the DEG CCDs.

“As If Converted Basis” means the number of Equity Shares of the Company, calculated as if the then issued and outstanding relevant Share Equivalents had been exercised in full. Provided that each of the CCDs and Proparco CCPS will not be taken into consideration in the calculation of As If Converted Basis, till such time that they have not been transferred to a third party (not being an Affiliate of IFC, DEG or Proparco, as the case may be) in accordance with the terms of this Agreement. Provided however, that for the limited purpose of ascertaining the rights available to DEG and IFC (with respect to their compulsorily convertible debentures) and Proparco (with respect to its Proparco CCPS) in relation to Clause 11.8.2, the term on as “As If Converted Basis” shall include the DEG CCDs, IFC II CCDs, IFC III CCDs and Proparco CCPS and the voting percentages with respect to the Equity Securities on an As If Converted Basis in relation to Clause 11.8.2 shall be as set out in Schedule Q.

“Articles” shall mean the articles of association, the constitution or the bylaws of the Company (by whatever name called), as may be amended from time to time.

“Assets” shall mean assets or properties of every kind, nature, character and description (whether immovable, movable, tangible, intangible, absolute, accrued, fixed or otherwise) as operated, hired, rented, owned or leased by a Person from time to time, including cash, cash equivalents, receivables, securities, accounts and note receivables, real estate, plant and machinery, equipment, patents, copyrights, domain names, trademarks, brands, rights in databases and other intellectual property, raw materials, inventory, furniture, fixtures and insurance.

“Authority” means any national, supranational, regional or local government, or governmental, statutory, regulatory, administrative, fiscal, judicial, or government-owned body, department, commission (including but not limited to the SEC), authority, tribunal, agency or entity, or central bank (or any Person whether or not government owned and howsoever constituted or called, that exercises the functions of the central bank).

“AZI Shareholders Agreement” shall mean the amended and restated shareholders agreement entered on or around the date of this Agreement between the Company, AZI, IW and HW, in

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relation to governance and other matters relating to AZI.

“Beneficial Owner” means any individual or individuals who ultimately own or exercise control over any Investor.

“Big Four Accounting Firms” means the following accounting firms or their Affiliates: Deloitte Touche; PricewaterhouseCoopers; Ernst & Young; and KPMG.

“Board” shall mean the board of directors of the Company.

“Buy Back Intimation” shall have the meaning as assigned to it under Clause 9.1.

“Buy Back Notice” shall have the meaning as assigned to it under Clause 9.1.

“Buy-Back Period” shall have the meaning as assigned to it under Clause 9.1.

“Buy Back Start Date” shall have the meaning as assigned to it under Clause 9.1.

“Business” shall mean and include the activities that AZI has been authorized to carry out under the Main Objects clause of the memorandum of association of AZI as on the date of this Agreement.

“Business Day” means a day (other than a Saturday or Sunday or an official public holiday) on which commercial banks are open for business in New Delhi, Mauritius and New York.

“CCDs” shall collectively refer to IFC CCDs, IFC II CCDs, IFC III CCDs and DEG CCDs.

“CEO” shall mean the position of the chief executive officer and/or managing director of the Company or AZI, as the context may require.

“CCPS Liquidation Price” shall have the meaning assigned to it under Clause 4.1(c).

“Chairman” shall have the meaning as set forth in Clause 11.7.8.

“Competitor” shall mean, as of the date of this Agreement, the Persons set out in Schedule N, and shall include such other Persons as may be agreed to in writing by all the Parties.

“Control” (including with correlative meaning, the terms “Controlled by” and “under common Control with”) means the power to direct the management or policies of a Person, directly or indirectly, whether through the ownership of shares or Share Equivalents, by contract or otherwise; provided that, in any event, the direct or indirect ownership of more than 50% (fifty per cent) of the voting share capital of a Person is deemed to constitute Control of that Person.

“Corrupt Practice” means the following acts:

(i) the promise, offering or giving, directly or indirectly, to a Public Official or to any person who directs or works, in any capacity, for a private sector entity, of an undue

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advantage of any nature, for the relevant person himself or herself or for another person or entity, in order that this person acts or refrains from acting in the exercise of his or her official duties or in breach of his or her legal, contractual or professional obligations having the effect to influence his or her own actions or the ones of another party or entity;

(ii) the solicitation or acceptance, directly or indirectly, by a Public Official or by any person who directs or works, in any capacity, for a private sector entity, of an undue advantage of any nature, for the relevant person himself or herself or for another person or entity, in order that this person acts or refrains from acting in the exercise of his or her official duties or in breach of his or her legal, contractual or professional obligations having the effect to influence his or her own actions or the ones of another party or entity.

“Debt” shall mean at any time the aggregate of the following:

(i) the outstanding principal amount or the nominal amount of any debenture, bond, note, loan stock or other similar security under which any indebtedness is incurred; and

(ii) any fixed or minimum premium payable on the repayment or redemption or conversion of any instrument.

“Deed of Adherence” means a deed of adherence to this Agreement substantially in the form set forth in Schedule A, with applicable amendments which are in form and substance satisfactory to each of the Parties to this Agreement.

“DEG CCDs” shall mean 680,390 (Six Hundred and Eighty Thousand, Three Hundred and Ninety) compulsorily convertible debentures as issued and allotted to DEG in accordance with the provisions of the DEG Subscription Agreement having an issue price of USD 19.89 (United States Dollars Nineteen and Eighty Nine Cents) each, and carrying interest at the rate of 5% (five per cent) per annum, and with such terms (including conversion) as set out in Schedule H hereto.

“DEG CCD Liquidation Price” shall mean an amount equal to the DEG Investment Amount plus the DEG Required Return.

“DEG Investment Amount” shall mean the investment of USD 13,534,712.55 (United States Dollars Thirteen Million, Five Hundred and Thirty Four Thousand, Seven Hundred and Twelve, and Fifty Five Cents) by DEG in the Company made by subscribing to the DEG CCDs in accordance with the terms of the DEG Subscription Agreement.

“DEG Required Return” shall have the meaning as set forth in paragraph 4.2 (i) (a) of Schedule H.

“DEG Securities” means the DEG CCDs and the 10 (Ten) Equity Shares issued and allotted to DEG pursuant to the DEG Subscription Agreement.

“Director” shall mean a director duly appointed on the Board.

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“Embargo” means any economic sanction aiming at prohibiting the import and/or export (sale, supply, transfer) of one specific or several goods, products or services to or from a country for a specified period as published and amended from time to time by the United Nations, European Union and France.

“Encumbrance” means any mortgage, charge (fixed or floating), pledge, lien, hypothecation, trust, right of set off or other third party right or interest (legal or equitable) including any right of pre-emption, assignment by way of security, reservation of title or any other security interest of any kind however created or arising or any other agreement or arrangement (including a sale and repurchase arrangement) having a similar effect.

“Employees” shall mean individuals who are the confirmed/ permanent employees of the Company or AZI, as the context may require.

“Equity Securities” shall mean Equity Shares and Share Equivalents.

“Equity Shares” or “Shares” shall mean ordinary shares of the Company having a par value of USD 0.01(One Cent) each and carrying 1 (one) vote per share.

“Existing AZI SHA” shall have the meaning as set forth in Recital B.

“FATF Recommendations” shall mean the recommendations of the Financial Action Task Force (on money laundering).

“Financial Year” shall mean the financial year of the Company as determined by the Board.

“FC Securities” shall mean 19,385 (Nineteen Thousand, Three Hundred and Eighty Five) Series A CCPS, 53,887 (Fifty Three Thousand, Eight Hundred and Eighty Seven) Series B CCPS, 114,940 (One Hundred and Fourteen Thousand, Nine Hundred and Forty) Series C CCPS, 53,273 (Fifty Three Thousand, Two Hundred and Seventy Three) Series D CCPS, 53,973 (Fifty Three Thousand, Nine Hundred and Seventy Three) Series F CCPS and 10 (Ten) Equity Shares subscribed by FC pursuant to the FC Subscription Agreement.

“Fraudulent Practice” refers to any unfair practices (action or omission) intended to deliberately mislead a third party, intentionally conceal elements there from, or betray or vitiate his/her consent, contravening legal or regulatory obligations and/or breaching the Company’s or a third party internal rules for the purpose of obtaining an illegitimate benefit.

“Fully Diluted Basis” means the number of Equity Shares of the Company, calculated as if the then issued and outstanding relevant Share Equivalents (including CCDs and Proparco CCPS) had been exercised and converted in full. For the purpose of this definition, CCDs and Proparco CCPS shall be assumed to be converted in accordance with their respective terms, and in case their respective terms do not specify the manner of valuation of the Company for the provisions of this Agreement for which the ‘Fully Diluted Basis’ is being ascertained, then the Company shall on a written request of any of the holder of CCDs or Proparco CCPS cause the valuation of the Company to be conducted by any one of the Big Four Accounting Firms and inform the valuation to such holder, which valuation shall be used to determine the conversion of CCDs and/or Proparco CCPS.

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“Helion Securities” shall mean the 19,385 (Nineteen Thousand, Three Hundred and Eighty Five) Series A CCPS, 53,887 (Fifty Three Thousand, Eight Hundred and Eighty Seven) Series B CCPS, 114,940 (One Hundred and Fourteen Thousand, Nine Hundred and Forty) Series C CCPS, 26,636 (Twenty Six Thousand, Six Hundred and Thirty Six) Series D CCPS, 63,853 (Sixty Three Thousand, Eight Hundred and Fifty Three) Series F CCPS and 10 Equity Shares subscribed by Helion pursuant to the Helion Subscription Agreement.

“IFC CCDs” shall mean 1,100,000 (One Million and Hundred Thousand) compulsorily convertible debentures as issued and allotted to IFC in accordance with the provisions of the IFC Subscription Agreement having an issue price of USD 4.95 (United States Dollars Four, and Ninety Five Cents) each and carrying interest at the rate of 10% (ten per cent) per annum, and with such terms (including conversion) as set out in Schedule E hereto.

“IFC CCD Investment Amount” shall mean the investment of USD 5,441,717.91 (United States Dollars Five Million, Four Hundred and Forty One Thousand, Seven Hundred and Seventeen, and Ninety One Cents) by IFC in the Company made by subscribing to the IFC CCDs in accordance with the terms of the IFC Subscription Agreement.

“IFC CCD Liquidation Price” shall mean the IFC CCD Investment Amount plus the IFC Required Return.

“IFC II CCDs” shall mean 37,500 (Thirty Seven Thousand and Five Hundred) compulsorily convertible debentures having the issue price of USD 36.85 (United States Dollars Thirty Six, and Eighty Five Cents) each, issued and allotted to IFC in accordance with the provisions of the IFC Subscription Agreement, and with such terms (including conversion) as set out in Schedule I hereto.

“IFC II CCDs Investment Amount” shall mean the investment of USD 1,381,978.99 (United States Dollars One Million, Three Hundred and Eighty One Thousand, Nine Hundred and Seventy Eight, and Ninety Nine Cents) by IFC in the Company made by subscribing to the IFC II CCDs in accordance with the terms of the IFC Subscription Agreement.

“IFC II CCD Liquidation Price” shall mean the IFC II CCDs Investment Amount plus the IFC II Required Return.

“IFC III CCDs” shall mean 36,000 (Thirty Six Thousand) compulsorily convertible debentures having an issue price of USD 83.10 (United States Dollars Eighty Three, and Ten Cents) each, issued and allotted to IFC in accordance with the provisions of the IFC Subscription Agreement, and with such terms (including conversion) as set out in Schedule R hereto.

“IFC III CCDs Investment Amount” shall mean the investment of USD 2,991,524.02 (United States Dollars Two Million, Nine Hundred and Ninety One Thousand, Five Hundred and Twenty Four, and Two Cents) by IFC in the Company made by subscribing to the IFC III CCDs in accordance with the terms of the IFC Subscription Agreement.

“IFC III CCD Liquidation Price” shall mean the IFC III CCDs Investment Amount plus the IFC III Required Return.

“IFC Required Return” shall have the meaning as set forth in paragraph 4.2 (i) (a) of Schedule

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E hereto.

“IFC II Required Return” shall have the meaning as set forth in paragraph 4.2 (i) (a) of Schedule I hereto.

“IFC III Required Return” shall have the meaning as set forth in paragraph 4.2 (i) (a) of Schedule R hereto.

“IFC Securities” shall mean the IFC CCDs, IFC II CCDs, IFC III CCDs, 73,272 (Seventy Three Thousand, Two Hundred and Seventy Two) Series B CCPS, 4,439 (Four Thousand, Four Hundred and Thirty Nine) Series D CCPS, 20,307 (Twenty Thousand, Three Hundred and Seven) Series F CCPS and 10 (Ten) Equity Shares subscribed by IFC pursuant to the IFC Subscription Agreement.

“Illicit Origin” means funds obtained through: (i) the commission of any predicate offence as designated in the FATF 40 Recommendations Glossary (http://www.fatfgafi.org/pages/glossary/fatfrecommendations/d-i/), (ii) Corrupt Practice, and (iii) if or when applicable, through Fraud against the Financial Interests of the European Communities.

“Investor Directors” mean the Directors nominated by the Nominating Investors.

“Investor Subscription Agreement(s)” shall mean any or all of the IFC Subscription Agreement, IFC Subscription Agreement-2, DEG Subscription Agreement, Proparco Subscription Agreement, Proparco Subscription Agreement-2, FC Subscription Agreement, Helion Subscription Agreement or GIF Subscription Agreement (as the context may require).

“IRR” means internal rate of return determined by using the XIRR function in Microsoft Excel, based on the exact dates of receiving cash flows and exact dates of investing the cash flows.

“IPO” shall mean the initial public offering of the Equity Shares of the Company.

“IPO Failure Date” shall have the meaning as set forth in Clause 8.3.

“IP Rights” shall mean all rights in and in relation to any patent, patent application, know-how, trade mark, trade mark application, trade name, design, copyright domain name or other similar intellectual, industrial or commercial right, and all registrations, extensions and renewals thereof in any part of the world, arising or created for the Company and its Subsidiaries.

“Key Managerial Personnel”, with respect to the Company and/or AZI (as may be relevant), shall mean the CEO, all Employees directly reporting to the CEO, and such other persons as both the Sponsors and the Investors may agree to designate as such from time to time.

“Key Subsidiary” or “Key Subsidiaries” means, at the relevant time:

(i) AZI; and

(ii) each Subsidiary or such Subsidiaries (both direct or indirect) of AZI where, as of the end of the then most recently completed fiscal year of AZI:

(a) the Assets of such Subsidiary or cumulative Assets of such Subsidiaries, as the case may be, account for more than 70% (seventy per cent) of the total

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consolidated Assets of AZI; or

(b) such Subsidiary or such Subsidiaries cumulatively, have earnings before interest, tax, depreciation and amortization representing more than 70% (seventy per cent) of AZI’s total consolidated earnings before interest, tax, depreciation and amortization.

“Law” includes all applicable statutes, enactments, acts of legislature or parliament, laws, ordinances, rules, bye-laws, regulations, notifications, guidelines, policies, directions, directives and orders of any Authority, tribunal, board, court or recognized stock exchange in force in Mauritius or any other jurisdiction as may be applicable.

“Liquidation Event A” shall mean any of the following, with respect to the Company or its Subsidiaries, as applicable:

(i) Compromise or arrangement with the creditors/debtors of the company or failure to pay Debts, under which the company may be wound up under applicable Law;

(ii) Appointment of a provisional or official liquidator by an appropriate court under any applicable Law; or

(iii) Commencement of any voluntary or involuntary liquidation, dissolution or winding up.

“Liquidation Event B” shall mean any of the following, with respect to the Company or its Subsidiaries, as applicable:

(i) A merger, acquisition, consolidation, or other transaction or series of transactions in which the shareholders of the company following such transaction or transactions will not retain a majority of the voting power of the surviving entity; or

(ii) Transfer of all or more than 70% (seventy per cent) in value of the company’s Assets.

“Liquidation Preference” shall mean the right given to the holders of Equity Securities to receive a return on their investment as provided in Clause 4.1 on the occurrence of Liquidation Event A or Liquidation Event B.

“Listing Date” shall have the meaning as set forth in Clause 8.1.

“Nominating Investor(s)” shall mean a reference to GIF, Helion, FC, IFC and Proparco (if eligible under Clause 11.2.2).

“OFAC” shall mean the United States Office of Foreign Assets Control.

“Offering” means any primary or secondary, public or private offering of Equity Securities of the Company.

“OPIC” shall mean Overseas Private Investment Corporation.

“Party” or “Parties” shall mean any of the Sponsors, Company and the Investors referred to

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individually or collectively, as the context so requires.

“Permitted Transfers” shall mean:

(i) Transfer of 5,000 (five thousand) Equity Shares held by the Sponsors in the Company to the Permitted Transferees, provided that the Permitted Transferee executes a Deed of Adherence and agrees to be bound by the obligations applicable to the Sponsors’ Equity Shares under this Agreement; or

(ii) Transfer of up to 3,127 (three thousand one hundred twenty seven) Equity Shares held by the Sponsors in the Company to Mr. Preet MS Sandhu in the following manner:

(a) The transfers shall take place over a period of 4 (four) years, which period shall commence from the date of execution of the SHA;

(b) Not more than 782 (seven hundred eighty two) Equity Shares shall be transferred to Mr. Preet MS Sandhu in any 1 (one) year subject to accumulation as below;

(c) In a single calendar year, Mr. Preet MS Sandhu shall have the right to exercise his option to purchase the Equity Shares only once, but an un-exercised option may be carried over to the next year; and

(d) At the end of the said 4 (four) years, all un-exercised options to purchase the Equity Shares shall lapse.

Provided that, Mr. Preet MS Sandhu executes the Deed of Adherence and agrees to be bound by the obligations applicable to the Sponsors’ Equity Shares under this Agreement.

“Permitted Transferee” means any and all of the following - Hannah Wadhwa, Veer Wadhwa, Harjinder K Wadhwa, Sunbir S Wadhwa, Kulwinder K Wadhwa and Harkanwal Singh Wadhwa.

“Person” shall mean and include an individual, an association, a corporation, a partnership, a joint venture, a venture capital fund, a trust, an unincorporated organization, a joint stock company or other entity or organization, including a government or political subdivision, or an agency or instrumentality thereof and/or any other legal entity.

“Proparco Closing Date” shall mean the date on which 10 (ten) Equity Shares, Series E CCPS and Series G CCPS were subscribed by Proparco, and were issued and allotted by the Company, in accordance with the Proparco Subscription Agreement and Proparco Subscription Agreement-2 respectively.

“Proparco CCPS” shall mean (i) 140,000 (One Hundred and Forty Thousand) Series E CCPS having the issue price of USD 64.71 (United States Dollars Sixty Four and Seventy One Cents) each and such terms (including conversion) as set out in Schedule J hereto, issued and allotted to Proparco in accordance with the provisions of the Proparco Subscription Agreement; and (ii) 18,882 (Eighteen Thousand, Eight Hundred and Eighty Two) Series G CCPS having the issue

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price of USD 450.16 (United States Dollars Four Hundred and Fifty, and Sixteen Cents) each and such terms (including conversion) as set out in Schedule T hereto, issued and allotted to Proparco in accordance with the provisions of the Proparco Subscription Agreement-2.

“Proparco CCPS Liquidation Price” shall mean an amount that is a sum of (i) the Proparco Investment Amount-1 plus the Proparco Required Return-1 with respect to Series E CCPS, and (ii) the Proparco Investment Amount-2 plus the Proparco Required Return-2, with respect to Series G CCPS.

“Proparco Investment Amount-1” shall mean the investment up to USD 9,059,489.89 (United States Dollars Nine Million, Fifty Nine Thousand, Four Hundred and Eighty Nine, and Eighty Nine Cents) by Proparco in the Company made by subscribing to 140,000 (One Hundred and Forty Thousand) Series E CCPS and 10 Equity Shares in accordance with the terms of the Proparco Subscription Agreement.

“Proparco Investment Amount-2” shall mean the investment up to USD 8,499,921 (United States Dollars Eight Million, and Four Hundred Ninety Nine Thousand and Nine Hundred Twenty One) by Proparco in the Company made by subscribing to 18,882 (Eighteen Thousand, Eight Hundred and Eighty Two) Series G CCPS in accordance with the terms of the Proparco Subscription Agreement-2.

“Proparco Required Return-1” shall have the meaning as set for in paragraph 4.2(i)(a) of Schedule J hereto.

“Proparco Required Return-2” shall have the meaning as set out in paragraph 4.2(i)(a) of Schedule T hereto.

“Proparco Securities” shall mean the 140,000 (One Hundred and Forty Thousand) Series E CCPS and 10 (Ten) Equity Shares subscribed by Proparco pursuant to the Proparco Subscription Agreement.

“Public Official” means (i) any holder of legislative, executive, administrative or judicial office appointed or elected, serving on a permanent basis or otherwise, paid or unpaid, regardless of rank; (ii) any other person exercising a public function, including for a public agency or company, or providing a public service; and (iii) any other person defined as a public official under the domestic law of the Company’s country or Indian law.

“QIPO Due Date” shall have the meaning as set forth in Clause 7.

“QIPO” shall mean an IPO which is approved by the Investors, and which satisfies the following conditions:

(i) The appointment of a merchant banker of international repute, acceptable to the Investors, in connection with the IPO;

(ii) The IPO results in the listing of the Company’s Equity Shares on the Relevant Market;

(iii) The IPO is listed before the QIPO Due Date;

(iv) The gross proceeds from the offer of new or existing Equity Shares in the IPO is not

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less than USD 100,000,000 (United States Dollars One Hundred Million), which Equity Shares shall be freely tradable on the Relevant Market; and

(v) The offering price per Equity Share in the IPO is based on the pre-money valuation of at least USD 450,000,000 (United States Dollars Four Hundred and Fifty Million) of the Company; and

(vi) upon the consummation of the IPO, the Equity Shares held by the Investors (including on the conversion of the Equity Securities) shall be tradable on the Relevant Market, unless otherwise agreed by all the Investors;

regardless of whether or not the Investor chooses to participate through an offer for sale of their Equity Shares in such IPO in the event the foregoing conditions are satisfied.

“Registration Rights Agreement” shall mean each of the registration rights agreement(s) entered into by the shareholders of the Company setting out the right to have the registration statement filed with respect to the Equity Shares or Equity Securities held by them for resale/make an offering under the Securities Act of 1933, as amended;

“Related Agreements” shall the Transaction Documents and other agreements and documents as referred in Schedule W;

“Relative” with reference to any person, shall mean anyone who is related to another if:

(a) they are members of a Hindu undivided family;

(b) they are husband or wife;

(c) such person is related to another by being the:

(i) Father (including step-father);

(ii) Mother (including step-mother);

(iii) Son (including step-son);

(iv) Son’s wife;

(v) Daughter;

(vi) Daughter’s husband;

(vii) Brother (including step-brother)

(viii) Sister (including step-sister)

“Relevant Market” shall mean any of the New York Stock Exchange, the NASDAQ Global Market or any other stock exchange that is agreed to by the Investors;

“Relevant Parties” shall mean the Company, the Sponsors and each of the other Shareholders (other than the Investors) that agree to become a party to this Agreement pursuant to a Deed of Adherence.

“Required Return” shall mean the IFC Required Return, IFC II Required Return, IFC III Required Return, DEG Required Return, Proparco Required Return-1 or Proparco Required Return-2, as the context may require.

“SEC” shall mean the United States Securities and Exchange Commission.

“Senior Liquidation Price” shall mean the IFC CCD Liquidation Price, IFC II CCD

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Liquidation Price, IFC III CCD Liquidation Price, DEG CCD Liquidation Price and Proparco CCPS Liquidation Price, as the context may require.

“Series A CCPS” shall mean fully paid up compulsorily convertible preference shares having the rights, preferences and privileges as mentioned in Schedule C of this Agreement.

“Series A Investment Amount” shall mean the aggregate of (a) USD 939,336.42 (United States Dollars Nine Hundred and Thirty Nine Thousand, Three Hundred and Thirty Six, and Forty Two Cents) invested by Helion in the Company in consideration for the subscription of 19,385 (Nineteen Thousand Three Hundred and Eighty Five) Series A CCPS and (b) USD 948,834.43 (United States Dollars Nine Hundred and Forty Eight Thousand, Eight Hundred and Thirty Four, and Forty Three Cents) invested by FC in the Company in consideration for subscription of 19,385 (Nineteen Thousand Three Hundred and Eighty Five) Series A CCPS, in the manner set out in their respective Investor Subscription Agreement.

“Series A Liquidation Price” shall have the meaning assigned to it under Clause 4.1.

“Series B CCPS” shall mean fully paid up compulsorily convertible preference shares of the Company having the rights, preferences and privileges as mentioned in Schedule D of this Agreement.

“Series B Investment Amount” shall mean the aggregate of (a) USD 4,486,444.56 (United States Dollars Four Million, Four Hundred and Eighty Six Thousand, and Four Hundred and Forty Four, and Fifty Six Cents) invested by IFC in the Company in consideration for the subscription of 73,272 (Seventy Three Thousand, Two Hundred and Seventy Two) Series B CCPS; and (b) USD 3,297,318.79 (United States Dollars Three Million, Two Hundred and Ninety Seven Thousand, and Three Hundred and Eighteen and Seventy Nine Cents) invested by Helion in the Company in consideration for the subscription of 53,887 (Fifty Three Thousand, Eight Hundred and Eighty Seven) Series B CCPS and (c) USD 3,295,674.81 (United States Dollars Three Million, Two Hundred and Ninety Five Thousand, Six Hundred and Seventy Four and Eighty One Cents) by FC in the Company in consideration for the subscription of 53,887 (Fifty Three Thousand, Eight Hundred and Eighty Seven) Series B CCPS, in accordance with their respective Investor Subscription Agreement.

“Series C CCPS” shall mean fully paid up compulsorily convertible preference shares of the Company having the rights, preferences and privileges as mentioned in Schedule F of this Agreement.

“Series C Investment Amount” shall mean the aggregate of (a) USD 3,921,899.28 (United States Dollars Three Million, Nine Hundred and Twenty One Thousand, Eight Hundred and Ninety Nine and Twenty Eight Cents) invested by Helion in the Company in consideration for the subscription of 114,940 (One Hundred and Fourteen Thousand, Nine Hundred and Forty) Series C CCPS; and (b) USD 3,900,891.40 (United States Dollars Three Million, Nine Hundred Thousand, Eight Hundred and Ninety One and Forty Cents) invested by FC in the Company in consideration for the subscription of 114,940 (One Hundred and Fourteen Thousand, Nine Hundred and Forty) Series C CCPS, in accordance with their respective Investor Subscription Agreement.

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“Series D CCPS” shall mean fully paid up compulsorily convertible preference shares of the Company having the rights, preferences and privileges as mentioned in Schedule G of this Agreement.

“Series D Investment Amount” shall mean the aggregate of (a) USD 460,586.12 (United States Dollars Four Hundred and Sixty Thousand, Five Hundred and Eighty Six and Twelve Cents) invested by IFC in the Company in consideration for the subscription of 4,439 (Four Thousand Four Hundred and Thirty Nine) Series D CCPS; (b) USD 2,707,352.27 (United States Dollars Two Million, Seven Hundred and Seven Thousand, Three Hundred and Fifty Two and Twenty Seven Cents) invested by Helion in the Company in consideration for the subscription of 26,636 (Twenty Six Thousand, Six Hundred and Thirty Six) Series D CCPS; and (c) USD 5,415,783.77 (United States Dollars Five Million, Four Hundred and Fifteen Thousand, Seven Hundred and Eighty Three and Seventy Seven Cents) invested by FC in the Company in consideration for the subscription of 53,273 (Fifty Three Thousand, Two Hundred and Seventy Three) Series D CCPS, in accordance with their relevant Investor Subscription Agreement.

“Series E CCPS” shall mean the fully paid up compulsorily convertible preference shares of the Company having the issue price of USD 64.71 (United States Dollars Sixty Four and Seventy One Cents) each, issued and allotted to Proparco in accordance with the Proparco Subscription Agreement and having the rights, preferences and privileges as mentioned in Schedule J of this Agreement.

“Series F CCPS” shall mean the fully paid compulsorily convertible preference shares of the Company having the rights, preferences and privileges as mentioned in Schedule S of this Agreement.

“Series F Investment Amount” shall mean the aggregate of (a) USD 3,708,769.90 (United States Dollars Three Million, Seven Hundred and Eight Thousand, Seven Hundred and Sixty Nine and Ninety Cents) invested by IFC in the Company in consideration for the subscription of 20,307 (Twenty Thousand, Three Hundred and Seven) Series F CCPS; (b) USD 11,861,583.08 (United States Dollars Eleven Million, Eight Hundred and Sixty One, Five Hundred and Eighty Three and Eight Cents) invested by Helion in the Company in consideration for the subscription of 63,853 (Sixty Three Thousand, Eight Hundred and Fifty Three) Series F CCPS; and (c) USD 9,842,686.12 (United States Dollars Nine Million, Eight Hundred and Forty Two Thousand, Six Hundred and Eighty Six and Twelve Cents) invested by FC in the Company in consideration for the subscription of 53,973 (Fifty Three Thousand, Nine Hundred and Seventy Three) Series F CCPS, in accordance with their relevant Investor Subscription Agreement;

“Series F Liquidation Price” shall have the meaning set forth under Clause 4.1 (c);

“Series F Participation” shall have the meaning set forth under Clause 4.2 (d);

“Series G CCPS” shall mean the fully paid compulsorily convertible preference shares of the Company having the issue price of USD 450.16 (United States Dollars Four Hundred and Fifty and Sixteen Cents) each, issued and allotted to Proparco pursuant to the Proparco Subscription Agreement-2 and with such rights, preferences and privileges as mentioned in Schedule T of this Agreement.

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“Series H CCPS” shall mean the fully paid compulsorily convertible preference shares of the Company having the issue price of USD 450.16 (United States Dollars Four Hundred and Fifty and Sixteen Cents) each and such rights, preferences and privileges as set forth in Schedule U of this Agreement.

“Series H CCPS Lock-in Agreement(s)” means both of the lock-in agreements dated on or around the date of this Agreement entered into by GIF and IFC with certain other shareholders of the Company for setting out the lock-in obligation for the Equity Shares that will received by GIF and IFC on conversion of Series H CCPS held by them on the occurrence of QIPO;

“Series H Investment Amount” shall mean the aggregate of (a) USD 49,999,721 (United States Dollars Fourty Nine Million, Nine Hundred and Ninety Nine Thousand, Seven Hundred and Twenty One) invested by GIF in the Company in consideration for the subscription of 111,071 (One Hundred and Eleven Thousand and Seventy One) Series H CCPS in accordance with the GIF Subscription Agreement; and (b) USD 9,999,854 (United States Dollars Nine Million, Nine Hundred and Ninety Nine Thousands, Eight Hundred and Fifty Four) invested by IFC in the Company in consideration for the subscription of 22,214 (Twenty Two Thousand, Two Hundred and Fourteen) Series H CCPS in accordance with the IFC Subscription Agreement-2.

“Series H Liquidation Price” shall have the meaning set forth in Clause 4.1 (b).

“Share Equivalents” means preference shares, bonds, debenture, loans, warrants, options or other similar instruments or securities which are convertible into or exercisable or exchangeable for, or which carry a right to subscribe for or purchase, Equity Shares of the Company or any instrument or certificate representing a beneficial ownership interest in the Equity Shares of the Company, including global depositary receipts or American depositary receipts and an instrument representing a Debt.

“Shareholder” or “Shareholders” shall mean any Person who holds Equity Securities.

“Sponsor Lock-in Agreement” shall mean the agreement between, inter alia, GIF, IFC, FC, Helion, IW and IW Green Inc., with respect to the lock-in and distribution of proceeds from the sale of equity shares held by IW Green Inc. in the Company.

“Subsidiary” shall mean any Person over 50% (fifty percent) of whose share capital is owned, directly or indirectly, by the Company, and shall include AZI and all Subsidiaries of AZI in terms of the Companies Act, 2013 as applicable in the Republic of India. The term “Subsidiaries” shall be construed accordingly.

“Tax” shall mean a levy, charge, impost, deduction, withholding or duty of any nature (including stamp and transaction duty and goods and services, value added or similar tax) at any time:

(i) imposed or levied by any Authority; or

(ii) required to be remitted to, or collected, withheld or assessed by any Authority;

and any related interest, expense, fine, penalty or other charge on those amounts.

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“Third Party Interest” shall mean any security interest, lease, license, option, voting arrangement, easement, covenant, notation, restriction, interest under any agreement, interest under any trust, or other right, equity, entitlement or other interest of any nature held by a third party.

“Transaction Documents” means:

(i) this Agreement;

(ii) the IFC Subscription Agreement;

(iii) the IFC Subscription Agreement-2;

(iv) the Proparco Subscription Agreement;

(v) the Proparco Subscription Agreement-2;

(vi) the DEG Subscription Agreement;

(vii) the FC Subscription Agreement;

(viii) the Helion Subscription Agreement;

(ix) the GIF Subscription Agreement;

(x) AZI Shareholders Agreement;

(xi) Series H CCPS Lock-in Agreements;

(xii) Sponsor Lock-in Agreement;

(xiii) Registration Rights Agreement; and

(xiv) any other documents that may be entered into by the parties therein for the purpose of executing the transactions contemplated in the Transaction Documents.

“Transfer” means to transfer, sell, convey, assign, pledge, hypothecate, create a security interest in or Encumbrance on, place in trust (voting or otherwise), transfer by operation of law or in any other way subject to any encumbrance or dispose of, whether or not voluntarily, and shall include reference to any action, which has the effect of creating any Third Party Interest in or over the Equity Securities. “Transferable” and “Transferred” shall have corresponding meanings.

“USD” or “$” shall mean United States Dollars, currency of United States of America.

1.2 Certain terms may be defined elsewhere in this Agreement and wherever, such terms are so defined, they shall have the meaning assigned to them. The terms referred to but not defined in this Agreement, shall have the meaning as defined in the Transaction Documents and failing this shall, unless inconsistent with the context or meaning thereof, bear the same meaning as defined under relevant applicable Law.

1.3 All references in this Agreement to statutory provisions shall be construed as meaning and including references to any statutory modification, consolidation or re-enactment (whether before or after the date of this Agreement) for the time being in force, and all statutory instruments or orders made pursuant to such statutory provisions.

1.4 Words denoting singular shall include the plural and words denoting any gender shall include all genders unless the context otherwise requires.

1.5 References to recitals, clauses or schedules are, unless the context otherwise requires, references to recitals or schedules to, or clauses of this Agreement.

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1.6 Any reference to “writing” shall mean handwritten, printed, typed or electronic mail to reproduce words in permanent visible and legible form.

1.7 The terms “include” and “including” shall mean “include without limitation”.

1.8 The headings, subheadings, titles, subtitles to clauses, sub-clauses and paragraphs are for information only, shall not form part of the operative provisions of this Agreement or the schedules, and shall be ignored in construing the same.

1.9 Any reference to a decision of the Board shall, in the absence of an express statement to the contrary, refer to a simple majority decision of the Board.

1.10 If a period of time and dates from a given day or the day of an act or event is specified, it is to be calculated exclusive of that day.

1.11 Where the consent or approval of a Party to this Agreement is required hereunder to any act, deed, matter or thing, such requirement shall in the absence of any express stipulation to the contrary herein, mean the prior consent or approval (as the case may be) in writing.

1.12 The words “directly or indirectly” mean directly or indirectly through one or more intermediary persons or through contractual or other legal arrangements, and “direct or indirect” shall have the correlative meanings.

2. EFFECTIVENESS AND SHARE CAPITAL OF THE COMPANY

2.1 This Agreement shall come into effect upon the date of the completion of issue and allotment of the Equity Securities by the Company to any of the Investors pursuant to their respective Investor Subscription Agreements (“Effective Date”); provided that this Agreement shall come into effect with respect to an Investor from the date of the completion of the issue and allotment of any Equity Securities by the Company to such Investor pursuant to its respective Investor Subscription Agreement. It is clarified that if the completion of the issue and allotment of Equity Securities for the first time to any specific Investor is completed after the Effective Date, then this Agreement shall be effective with respect to such Investor from the date the issue and allotment of the Equity Securities to such Investor is completed, and not from the above mentioned Effective Date.

2.2 All the Investors and Sponsors acknowledge that one or more Investors may subscribe to the Equity Securities pursuant to their respective Investor Subscription Agreements on or after the Effective Date. In this context, the Investors and the Sponsors agree that by execution of this Agreement they have expressly waived their pre-emptive rights relative to the issue and allotment of the Equity Securities to the Investors after the Effective Date pursuant to their respective Investor Subscription Agreements, and have granted their required consents, including pursuant to Clause 11.8, to such issue and allotment of the Equity Securities.

2.3 The present paid-up share capital of the Company is USD 1,098.3 (Dollar One Thousand and Ninety Eight, and Three Cents) divided into 109,830 (One Hundred and Nine Thousand, Eight Hundred and Thirty) Equity Shares. The Equity Securities issued and allotted by the Company as on the date of this Agreement is as indicated in the table below:-

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Name of the Shareholder	No. of Equity Shares
IW Green Inc.		102,497
Azure Power Inc.		5,700
Satnam Sanghera		1,633
Total		109,830

2.4 On the completion of the subscription by all Investors in accordance with the respective Investor Subscription Agreements, the Equity Securities issued and allotted by the Company shall be as indicated in the table below:

	Post Series G & H
Name of Party	Equity Shares		Preference Shares	CCDs
International Finance Corporation		10	73,272 Series B CCPS 4,439 Series D CCPS 20,307 Series F CCPS 22,214 Series H CCPS	1,100,000 IFC CCDs 37,500 IFC II CCDs 36,000 IFC III CCDs
Helion Venture Partners II, LLC		10	2,575 Series A CCPS 53,887 Series B CCPS 114,940 Series C CCPS 26,636 Series D CCPS 63,853 Series F CCPS	—
Helion Venture Partners India II, LLC		—	16,810 Series A CCPS	—
FC VI India Venture (Mauritius) Ltd.		10	19,385 Series A CCPS 53,887 Series B CCPS 114,940 Series C CCPS 53273 Series D CCPS	—

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		53,973 Series F CCPS
DEG – Deutsche Investitions – und Entwicklungsgesellschaft mbH	10	—	680,390 DEG CCDs
Société de Promotion et de Participation Pour la Coopération Économique S.A.	10	140,000 Series E CCPS 18,882 Series G CCPS	—
IFC GIF INVESTMENT COMPANY I		111,071 Series H CCPS
IW Green Inc.	102,497	—	—
Azure Power Inc.	5,700	—	—
Satnam Sanghera	1,633	—	—
Total	109,880	964,44	1,853,890

2.5 Schedule Y of this Agreement sets out the details of the amounts invested by the Investors in the Company. For the purpose of the terms of Series A CCPS, Series B CCPS, Series C CCPS, Series D CCPS and Series F CCPS as set out in Schedule C, Schedule D, Schedule F, Schedule G and Schedule S respectively, the issue price and the USD-INR conversion rate as referred in such Schedules shall be as set out in Schedule Y of this Agreement.

3. REPRESENTATIONS AND WARRANTIES

3.1 The Sponsors hereby represent and warrant that:

(a) They are collectively represented by IW and all acts, things, actions, decisions and communication by IW on their behalf pursuant to or in connection with this Agreement shall bind them collectively and individually;

(b) They have the power and authority to execute and deliver this Agreement and are not prohibited from entering into this Agreement;

(c) This Agreement, upon execution and delivery by the Sponsors, will be a legal, valid and binding obligation of each of them enforceable in accordance with its terms; and

(d) The execution and delivery of this Agreement by the Sponsors and the promises, agreements or undertakings of the Sponsors under this Agreement do not violate any Law, rule, regulation or order applicable to them or violate or contravene the provisions of or constitute a default under any documents, contracts, agreements or any other instruments which the Sponsors have executed or which are applicable to them.

3.2 The Company hereby represents and warrants that:

(a) It has the power and authority to execute and deliver this Agreement and is not prohibited from entering into this Agreement;

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(b) This Agreement has been duly authorized by the Board and the Shareholders of the Company and upon execution and delivery by the Company, will be a legal, valid and binding obligation of the Company enforceable in accordance with its terms; and

(c) The execution and delivery of this Agreement by the Company, and the promises, agreements or undertakings of the Company under this Agreement do not violate any Law, rule, regulation or order applicable to it or violate or contravene the provisions of or constitute a default under any documents, contracts, agreements or any other instruments to which it is a party or which are applicable to it.

3.3 Each of the Investors hereby severally represents and warrants that:

(a) It has the power and authority to execute and deliver this Agreement and is not prohibited from entering into this Agreement;

(b) This Agreement has been duly authorized by it, and upon such execution and delivery, will be a legal, valid and binding obligation enforceable in accordance with its terms; and

(c) The execution and delivery of this Agreement by it and the promises, agreements or undertakings of it under this Agreement does not violate any Law, rule, regulation or order applicable to them or violate or contravene the provisions of or constitute a default under any documents, contracts, agreements or any other instruments which it has executed or which are applicable to it.

4. RIGHTS OF THE INVESTORS

4.1 Liquidation Event A

(a) Subject to Clause 4.2 below, on occurrence of a Liquidation Event A in the Company, the holders of the IFC CCDs, IFC II CCDs, IFC III CCDs, DEG CCDs and Proparco CCPS will be entitled to receive in preference to the holders of any other Equity Securities, proceeds representing an amount equal to the IFC CCD Liquidation Price, IFC II CCD Liquidation Price, IFC III CCD Liquidation Price, DEG CCD Liquidation Price and Proparco CCPS Liquidation Price, respectively, pro rata the amounts due to them in this Clause 4.1(a).

(b) Subject to Clause 4.1 (a) above and Clause 4.2 below, on occurrence of a Liquidation Event A in the Company, the holders of Series H CCPS will be entitled receive in preference to the holders of the Series F CCPS, Series B CCPS, Series C CCPS, Series D CCPS, Series A CCPS and other Equity Securities issued by the Company (other than the IFC CCDs, IFC II CCDs, IFC III CCDs, DEG CCDs and Proparco CCPS), for each of the Series H CCPS held by them, an amount equal to:

Series H Investment Amount plus an amount that provides a USD return of 8% (eight percent) IRR on the issue price paid by the holders of Series H CCPS to the Company for subscription of the Series H CCPS (“Series H Liquidation Price”), pro rata the amounts due to them under this Clause 4.1 (b).

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Notwithstanding anything to the contrary contained herein, the rights of the holders of the Series H CCPS shall be subordinate to the rights of the holders of the CCDs, Proparco CCPS in relation to the Liquidation Preferences of the Company.

(c) Subject to Clause 4.1(a), Clause 4.1 (b) above and Clause 4.2 below, on occurrence of a Liquidation Event A in the Company, the holders of the Series F CCPS will be entitled to receive in preference to the holders of the Series B CCPS, Series C CCPS, Series D CCPS, Series A CCPS and other Equity Securities issued by the Company (other than the IFC CCDs, IFC II CCDs, IFC III CCDs, DEG CCDs, Proparco CCPS and Series H CCPS), for each of the Series F CCPS held by them, an amount equal to:

1.5 x (one decimal five times) the price paid by the holders of Series F CCPS to the Company for subscription of the Series F CCPS plus any accrued but unpaid dividends (the “Series F Liquidation Price”), pro rata the amounts due to them in this Clause 4.1 (c).

Notwithstanding anything to the contrary contained herein, the rights of the holders of the Series F CCPS shall be subordinate to the rights of the holders of the CCDs, Proparco CCPS and Series H CCPS in relation to the Liquidation Preferences of the Company.

(d) Subject to Clause 4.1(a), Clause 4.1 (b), Clause 4.1 (c) above and Clause 4.2 below, on occurrence of a Liquidation Event A in the Company, the holders of the Series B CCPS, Series C CCPS and Series D CCPS will be entitled to receive in preference to the holders of Series A CCPS and other Equity Securities issued by the Company (other than the IFC CCDs, IFC II CCDs, IFC III CCDs, DEG CCDs, Proparco CCPS, Series H CCPS and Series F CCPS), for each of the Series B CCPS, Series C CCPS and Series D CCPS held by them, an amount equal to:

2 x (two times) the price paid by each of IFC, Helion and FC to the Company for subscription of the respective Series B CCPS, Series C CCPS and Series D CCPS plus any accrued but unpaid dividends (the “Series B Liquidation Price”, “Series C Liquidation Price” and “Series D Liquidation Price”, as the case may be; and collectively, the “CCPS Liquidation Price”), pro rata the amounts due to them in this Clause 4.1(d).

Notwithstanding anything to the contrary contained herein, the rights of the holders of the Series B CCPS, Series C CCPS and Series D CCPS shall be subordinate to the rights of the holders of the CCDs, Proparco CCPS, Series H CCPS and Series F CCPS in relation to the Liquidation Preferences of the Company.

(e) After the payment to the holders of the CCDs and Proparco CCPS in accordance with Clause 4.1(a) above, the holders of Series H CCPS in accordance with Clause 4.01 (b) above, the holders of the Series F CCPS in accordance with Clause 4.1 (c) above and the holders of the Series B CCPS, Series C CCPS and Series D CCPS in accordance with Clause 4.1 (d) above, on occurrence of a Liquidation Event A in the Company and subject to Clause 4.2 below, the holders of the Series A CCPS will be entitled to receive in preference to the holders of Equity Securities (other than the holders of the CCDs,

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Proparco CCPS, Series H CCPS, Series F CCPS, Series B CCPS, Series C CCPS and Series D CCPS) an amount equal to, for each Series A CCPS held by Helion and FC, 2 x (two times) the price paid by Helion and FC to the Company for subscription of the Series A CCPS plus any accrued but unpaid dividends (“Series A Liquidation Price”), pro rata the amounts due to them in this Clause 4.1(e).

4.2 Other conditions

(a) Liquidation Preferences in Clause 4.1 above will be subject to applicable Law, including, if applicable, the rights of workmen and secured creditors under applicable Law.

(b) To the extent that proceeds available for distribution on a Liquidation Event A in the Company are inadequate to pay the Applicable Liquidation Price in full in accordance with Clause 4.1 above, the total amount received and/or realised on such a Liquidation Event A, shall be used in same priority, first: to pay the Senior Liquidation Price to the holders of CCDs and Proparco CCPS (pro rata the amounts due to them in Clause 4.1 (a)), then second: to pay the Series H Liquidation Price to the holders of Series H CCPS (pro rata the amounts due to them in Clause 4.1(b)), then third: to pay the Series F Liquidation Price to the holders of the Series F CCPS (pro rata the amounts due to them in Clause 4.1 (c)), then fourth: to pay the CCPS Liquidation Price to the holders of the Series B CCPS, Series C CCPS and Series D CCPS, respectively, (pro rata the amounts due to them in Clause 4.1(d)), and fifth: to pay the Series A Liquidation Price to the holders of Series A CCPS (pro rata the amounts due to them in Clause 4.1 (e)). For the avoidance of doubt, it is hereby clarified that Equity Shares of the Company held by the Investors pursuant to the conversion of the Share Equivalents held by them shall be treated at par with the remaining Equity Shares of the Company for the purposes of this Clause 4.2(b) and such Equity Shares shall not be entitled to Liquidation Preference in Clause 4.1; save and except where the Share Equivalents are converted into Equity Shares of the Company on or immediately prior to and only in connection with the Investors exercising their right upon the occurrence of a Liquidation Event A, in which case, notwithstanding anything to the contrary contained herein, the Equity Shares issued to the holder of the Share Equivalents will be entitled to priority in terms of payment in the like manner as the respective Share Equivalents which were converted into such Equity Shares, as set out in Clause 4.1 and this Clause 4.2(b).

It is clarified that the Proparco CCPS shall have priority and preference over the Series A CCPS, Series B CCPS, Series C CCPS, Series D CCPS, Series F CCPS, Series H CCPS and Equity Shares issued by the Company, and the proceeds shall not be distributed to Series A CCPS, Series B CCPS, Series C CCPS, Series D CCPS, Series F CCPS, Series H CCPS and Equity Shares unless Proparco CCPS has received its applicable Senior Liquidation Price.

(c) Subject to Clauses 4.2 (d) and (e) below:

(i) to the extent there are additional proceeds available for distribution after payment of the Applicable Liquidation Price to the holders of CCDs, Proparco CCPS, and then Series H CCPS and then Series F CCPS and then the Series B

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CCPS, Series C CCPS and Series D CCPS and then Series A CCPS, the holders of Equity Shares will share pro rata in the distribution of such remaining proceeds; and

(ii) upon payment of the Applicable Liquidation Price as stated in Clause 4.1 above, the holders of CCDs, Proparco CCPS, Series H CCPS, Series B CCPS, Series C CCPS, Series D CCPS and Series A CCPS shall not be entitled to participate or claim a share in such additional proceeds available for distribution.

(d) In case, (i) at least one of the Series A CCPS, Series B CCPS, Series C CCPS or Series D CCPS are converted into Equity Shares of the Company (other than for receiving respective Applicable Liquidation Price in the manner provided in Clause 4.1(d) and Clause 4.1(e) above, as applicable); and (ii) there are additional proceeds available for distribution after payment of the Applicable Liquidation Price to the holders of CCDs, Proparco CCPS, thereafter the Series H CCPS, thereafter the Series F CCPS, thereafter Series B CCPS, Series C CCPS and Series D CCPS and thereafter, Series A CCPS, then the holders of Series F CCPS and the holders of Equity Shares will share pro rata in the distribution of remaining proceeds. Notwithstanding the above, the holders of Series F CCPS shall not be entitled to more than half the price paid by each of their original holders to the Company for subscription of the Series F CCPS (“Series F Participation”) under this Clause 4.2(d). For the purpose of clarification in relation to this paragraph, upon payment of the Applicable Liquidation Price as stated in Clause 4.1, the holders of CCDs, Proparco CCPS, Series H CCPS, Series B CCPS, Series C CCPS, Series D CCPS and Series A CCPS shall not be entitled to participate or claim a share in such additional proceeds available for distribution. It is further clarified that in relation to this paragraph, the holders of Series F CCPS shall, in no event, be entitled to receive an amount in excess of the Series F Liquidation Price as stated in Clause 4.1 plus the Series F Participation.

(e) Upon occurrence of a Liquidation Event A in the Company:

(i) if all or some of the Series B CCPS or Series D CCPS are converted into Equity Shares of the Company (other than for receiving their respective Applicable Liquidation Price in the manner provided in Clause 4.1(d) above) on or immediately prior to the occurrence of a Liquidation Event A, they shall have a right to participate pro rata to their shareholding on an As If Converted Basis in the proceeds available pursuant to the occurrence of Liquidation Event A; and

(ii) if the holders of Series F CCPS have not converted their respective Series F CCPS into Equity Shares (or have converted their respective Series F CCPS into Equity Shares for receiving their respective Applicable Liquidation Price in the manner provided in Clause 4.1(c) above) and have exercised their right to the Series F Participation, pursuant to exercise of which, amounts to be received by IFC (with respect to Series B CCPS and Series D CCPS held by it that have been converted into Equity Shares, other than for receiving their respective Applicable Liquidation Price in the manner provided in Clause 4.1(d) above) from the proceeds of the Liquidation Event A is less than the amounts IFC would have otherwise received (with respect to Series B CCPS and Series D CCPS held by it that have been converted into Equity Shares other than for receiving their respective Applicable Liquidation Price in the manner

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provided in Clause 4.1(d) above) if the holders of Series F CCPS had not exercised the right of Series F Participation (the difference of such amount hereinafter referred to as the “Liquidation Differential Amount”),

then, the Sponsors shall through a suitable mechanism (as agreed upon with IFC) ensure that IFC receives the Liquidation Differential Amount simultaneously with the amounts received by the holders of Series F CCPS pursuant to the Series F Participation. It is clarified that:

(i) the failure of the Sponsors to ensure that the Liquidation Differential Amount is received by IFC (simultaneously with the amounts received by the holders of Series F CCPS pursuant to Series F Participation) shall not affect the right of the holders of Series F CCPS to receive amounts pursuant to the Series F Participation; and

(ii) unless the Sponsors ensure that the Liquidation Differential Amount is received by IFC simultaneously with the amounts received by the holders of Series F CCPS pursuant to the Series F Participation, the Sponsors shall not receive any amounts from the proceeds upon occurrence of Liquidation Event A.

(f) The Sponsors and the Company agree and undertake that they shall honour the Liquidation Preference of first, the holders of CCDs and Proparco CCPS, then second, the holders of the Series H CCPS, then third, the holders of the Series F CCPS, then fourth, the holders of the Series B CCPS, Series C CCPS and Series D CCPS and finally, the holders of Series A CCPS in distributing the proceeds of a Liquidation Event A in any manner legally permissible, including without limitation, re-distribution of proceeds that may be received by the Sponsors on a Liquidation Event A, to the Investors.

(g) For the purposes of this Clause 4 (Rights of the Investors), the entitled amounts of the holders of Equity Securities shall be calculated in INR terms by taking investment amounts in Equity Securities in INR terms. However, at the time of payment of amounts to the holders of Equity Securities, the INR entitled amounts arrived at shall be converted into USD amount by applying the reference rate of the Reserve Bank of India for USD-INR conversion as on the date on which such payment is effected and the payment shall thereupon be made in USD amounts. Nothing contained in this Clause 4.2(g) shall apply in relation to Series H CCPS, and the calculation of entitled return and payment thereof to the holders of Series H CCPS shall be in USD terms.

4.3 Liquidation Event B in the Company

The Parties agree that no Liquidation Event B can be completed by the Company unless such transaction has been approved in accordance with Clause 11.8 of this Agreement. If on the occurrence of a Liquidation Event B in relation to the Company, every Investor issues a notice to the Company and the Sponsors, within 30 (thirty) days of any of them coming to be aware of such Liquidation Event B in respect of the Company, asking for the liquidation for the Company and its Subsidiaries, the Parties agree that the Company and its Subsidiaries shall be wound up and the proceeds so realised shall be distributed in order of the preference set out in Clause 4.1 above and will be subject to the terms of Clause 4.2 above. The Parties agree to take all such steps as may be required to ensure compliance of the terms of this Clause 4.

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4.4 Liquidation Event A or Liquidation Event B of a Subsidiary (other than a Key Subsidiary)

The Parties agree that no Liquidation Event B can be completed by a Subsidiary (other than a Key Subsidiary) unless such transaction has been approved in accordance with Clause 11.8 of this Agreement.

Subject to applicable Law, including if applicable, the right of workmen and secured creditors under applicable Law and Clause 4.5, on the occurrence of a Liquidation Event A or a Liquidation Event B in respect of a Subsidiary of the Company, the Parties agree that all proceeds received / available for distribution in respect of such Subsidiary (in case of Azure Power Punjab Private Limited, after payment of proceeds by Azure Power Punjab Private Limited to OPIC in repayment of any loan that may have been taken from OPIC by Azure Power Punjab Private Limited) shall be immediately paid to AZI, along with the other shareholders of such Subsidiary, and the amounts paid to AZI shall not be less than its pro rata share based on its shareholding percentage in such Subsidiary. The entire amount received by AZI from its Subsidiaries shall be immediately paid to the Company, which shall then be distributed to the Investors and the Sponsors in the order of preference set out in Clause 4.1 and Clause 4.2 above. For the purpose of this Clause 4.4, a Subsidiary shall not include a Key Subsidiary.

4.5 Liquidation Event A or Liquidation Event B of a Key Subsidiary

In the event of a Liquidation Event A of a Key Subsidiary, the Parties agree that the Company and all the Subsidiaries of the Company will be wound up, and the proceeds of such winding up will be distributed amongst the Shareholders in the manner set out in Clause 4.1 and will be subject to the terms of Clauses 4.2.

The Parties further agree that if on the occurrence of the Liquidation Event B in relation to the Key Subsidiary every Investor issues a notice to the Company and the Sponsors within 30 (thirty) days of any of them coming to be aware of such Liquidation Event B in respect of any Key Subsidiary, asking for the liquidation for the Company and its Subsidiaries, the Company and its Subsidiaries shall be wound up and the proceeds so realised shall be distributed in order of the preference set out in Clause 4.1 above and will be subject to the terms of Clause 4.2. The Parties agree to take all such steps as may be required to ensure compliance of the terms of this Clause 4.

5. INVESTORS RIGHTS ON FURTHER ISSUE OF SHARES

5.1 Offering of New Securities

5.1.1 In case of any Offering of New Securities (as defined below), the Sponsors and the Investors shall have the right to purchase the New Securities in proportion to their shareholding in the Company (calculated on an As If Converted Basis) in the manner set out in this Clause 5.1.

5.1.2 If the Company proposes to issue New Securities, it shall give the Sponsors and the Investors a written notice of its intention, describing the New Securities, their price, and their general terms of issuance, and specifying each of the Sponsors’ and the

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Investors’ pro-rata share of such issuance (the “Issue Notice”). The Sponsors and the Investors shall have 25 (twenty five) Business Days after any such notice is delivered (the “Notification Date”) to give the Company a written notice that it agrees to purchase part or all of its pro-rata share of the New Securities for the price and on the terms specified in the Issue Notice (the “Subscription Notice”).

5.1.3 The Company covenants that the price of any such Offering of New Securities shall not be less than the price paid for subscription of Series H CCPS.

5.1.4 If any of the Sponsors or the Investors do not issue a Subscription Notice on or prior to the Notification Date or agree to acquire only part of their pro-rata share, then the Company shall by a written notice within 5 (five) Business Days of the expiry of the 25 (twenty five) Business Days period referred to in Clause 5.1.2 above, notify the other Sponsors and the Investors of the number of New Securities not agreed to be purchased by the relevant Sponsor/s or the Investor/s (“Unpurchased Securities”) and provide them an option to subscribe to the Unpurchased Securities. The Investors, directly or through their Affiliates, and the Sponsors have an option to subscribe to all of the Unpurchased Securities in proportion to their respective shareholding calculated on a As If Converted Basis in accordance with Clause 5.1.5 below, by intimating the Company in this regard within 5 (five) Business Days of receipt of the notice to subscribe to the Unpurchased Securities. In the event if any of the Investors directly or through their Affiliates and the Sponsors are not willing to buy its proportion of the Unpurchased Securities, then the Company will have the option to issue these Unpurchased Securities to any Person as the Board may deem fit. The terms and the price of the Unpurchased Securities being offered to any Person shall be the same as being offered to the Sponsors and Investors in the Issue Notice.

5.1.5 On the 35^th (thirty-fifth) Business Day after the issue of the Issue Notice:

(a) the Investors (or their Affiliates, as applicable) and/ or the Sponsors shall subscribe for the number of its pro-rata Shares specified in the Subscription Notice and any Unpurchased Securities in accordance with Clause 5.1.4 above;

(b) the Sponsors and/ or the Investors (or their Affiliates, as applicable) shall pay the relevant consideration to the Company;

(c) the Company shall enter in its share register or register of debenture holders (as applicable) the name of the Sponsors and/ or the Investors and the number of New Securities which have been issued to the Sponsors and/or the Investors; and

(d) the Company shall issue new certificates to the Sponsors and/ or the Investors representing the number of New Securities for which the Sponsors and/ or the Investors have subscribed.

5.1.6 “New Securities” shall mean any Shares of the Company or any Share Equivalents; provided, that the term “New Securities” does not include:

(a) Equity Securities issued or issuable to officers, directors and Employees of, or

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consultants to, the Company pursuant to any benefit plan, including employee stock option plan that has been approved by the Board and issued in accordance with Clause 5.2;

(b) Equity Securities issued or offered in a QIPO;

(c) Shares issuable upon the exercise or conversion of Equity Securities held by the Investors;

(d) Shares issued or issuable with prior written and unanimous consent of all the Sponsors and all the Investors where all the Sponsors and all the Investors have approved the terms and price of such issue;

(e) Shares issued or issuable in connection with any stock split or stock dividend or like transactions.

5.1.7 The Company shall not issue or allot any Equity Securities to any Person who (i) is named on (a) lists promulgated by the United Nations Security Council or its committees pursuant to resolutions issued under Chapter VII of the United Nations Charter; or (b) the World Bank Listing of Ineligible Firms (see www.worldbank.org/debarr); or (c) Financial Sanctions List, or (ii) does not comply with the FATF Recommendations against money laundering and the terrorism financing, or (iii) is named on the Specially Designated Nationals List administered by OFAC or is the target of any economic sanctions administered by OFAC.

5.2 EMPLOYEE STOCK OPTION PLAN (ESOP)

5.2.1 The option pool shall consist of not more than 35,543 (Thirty Five Thousand, Five Hundred and Fourty Three) Equity Shares of the Company on a Fully Diluted Basis.

5.2.2 Any stock options (created in accordance with sub Clause 5.2.1 above) to Employees of the Company or AZI shall be issued in accordance with a stock option plan approved by the Board, under the terms of which the options granted shall vest each year over a 4 (four) year period. Any unvested or unexercised options shall be cancelled and credited back to the option pool. The Employees of the Company or AZI may subscribe to the Equity Shares at par or at premium as per the terms and conditions of the applicable stock option plan. It is clarified that Employees of the Company or AZI to whom Equity Shares are issued under the ESOP would not be required to sign the Deed of Adherence.

5.2.3 The Parties agree that any stock option plan that is approved by the Board will include an obligation on the Employees not to Transfer any of the Equity Securities held by them to any of the individuals or entities (i) named on (a) lists promulgated by the United Nations Security Council or its committees pursuant to resolutions issued under Chapter VII of the United Nations Charter; (b) the World Bank Listing of Ineligible Firms (see www.worldbank.org/debarr); (c) the Specially Designated Nationals List administered by OFAC; or (ii) who is the target of any economic sanctions administered by OFAC. Any future stock option plan for Employees/consultants, etc. will contain a similar provision in its terms of issue.

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5.2.4 The Parties acknowledge that it is the intention of the Parties to grant stock options to IW for 6,100 (Six Thousand and One Hundred) Equity Shares (“ESOP Entitlement”) pursuant to the above, subject to the following conditions. In the event of occurrence of QIPO before 31^st December, 2015, the equity shares of AZI held by Azure Power Inc. and Mr. Satnam Sanghera shall be purchased by the Company and the ESOP Entitlement of IW will be reduced by such number of Equity Shares the value of which at the issue price per Equity Share in the QIPO is equal to the amount paid by the Company for the purchase of equity shares of AZI held by Azure Power Inc. and Mr. Satnam Sanghera. If the QIPO does not complete by 31^st December, 2015, the ESOP Entitlement of IW shall stand cancelled and IW shall not be issued any Equity Share for these stock options.

6. TRANSFER OF SHARES

6.1 Restrictions on Transfer

6.1.1 Subject to compliance with this Clause 6.1 (Restrictions on Transfer), Clause 6.3 (Transfer by the Investors), Clause 6.4 (Drag Right of the Investors) and Clause 6.5 (Drag Right of IFC, DEG and Proparco), the Equity Securities (or part thereof) held by the Investors shall be freely transferable at all times and to any Person without the prior consent of any other Person, including the Company, other Investors and the Sponsors. The transferee of the Equity Securities shall comply with the ‘know your customer’ requirements as required by applicable Law before the Company records the transfer of Equity Securities in its statutory registers.

6.1.2 The Shareholders of the Company shall not Transfer any of the Equity Securities held by them to any Person (i) who is named on (a) lists promulgated by the United Nations Security Council or its committees pursuant to resolutions issued under Chapter VII of the United Nations Charter; or (b) the World Bank Listing of Ineligible Firms (see www.worldbank.org/debarr); or (c) Financial Sanctions List; or (d) the Specially Designated Nationals List administered by OFAC, or (ii) who does not comply with the FATF Recommendations against money laundering and the terrorism financing, or (iii) who has been found by a judicial or administrative process or who or which is under any administrative, supervisory or criminal inquiry to have committed or engaged in any act given rise to Corrupt Practices, Fraudulent Practices, Anti-Competitive Practices, money laundering or terrorism financing, or (iv) who finances, buys or provides, materials or sectors subject to United Nations, European Union or French Embargo and/or is engaged in any sectors under United Nations, European Union or French Embargo or (v) whose equity, quasi equity and or shareholders loans’ accounts or associates current accounts are of Illicit Origin, or (vi) who is the target of any economic sanctions administered by OFAC.

6.1.3 Any Transfer of Equity Securities attempted in violation of this Clause 6 (Transfer of Shares) shall be null and void, and shall not be binding upon the Company or the Board and the Company shall not, and each of the Shareholders shall exercise all rights and powers available to it to procure that the Company shall not, reflect on its books any Transfer of Equity Securities to any Person except a Transfer made in accordance with this Clause 6.

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6.1.4 No Party to this Agreement may Transfer more than 1% (one per cent) of the outstanding share capital of the Company on a Fully Diluted Basis to any single Person or to a group of Persons who may be related to or are Affiliates of each other unless such Person becomes a party to this Agreement by executing a Deed of Adherence set out in Schedule A to this Agreement.

6.1.5 The Company shall record in its share register and register of debenture holders (as applicable) that there are restrictions on the Transfer of the Equity Securities of the Company, and shall make a similar annotation on the certificate(s) for Equity Securities issued by the Company.

6.1.6 Each Selling Shareholder (as defined herein) which owns Equity Securities indirectly through one or more holding companies agrees that it will ensure that any disposal of any indirect interest in the Company is consummated as a Transfer of Equity Securities, and not by a sale of any shares or share equivalents of any such holding company, so as to ensure that the Parties will be able to exercise their rights under Clause 6.3 (Transfer by the Investors). It is clarified that the restrictions under this Clause 6.1.6 shall not apply in case of disposal of any indirect interest in the Company due to change in Control of either Helion or FC.

6.2 Transfer by Sponsors

6.2.1 Except for Permitted Transfers or as provided for under Clauses 6.3.4 (Transfer to Competitor), 6.4 (Drag Right of the Investors), 6.5 (Drag Right of IFC, DEG and Proparco), 6.6 (IFC, DEG and Proparco Call Option) and 7 (Qualified Initial Public Offering) of this Agreement, during the period commencing on the date of this Agreement, and for as long as the Investors hold any Equity Securities in the Company, each of the Sponsors undertake that they shall not directly or indirectly Transfer any of their Equity Securities in any manner whatsoever to any Person (including to their Affiliates or other Sponsors) or create any Encumbrance with respect to any of their Equity Securities (other than a pledge of Equity Securities to help the Company or its Subsidiaries raise Debt if such Debt and its terms have been approved by the Board in accordance with Clause 11.8 (Restrictions on Power of the Board and Shareholders) of this Agreement).

6.2.2 Notwithstanding anything contained in this Agreement, if the QIPO/IPO does not complete by the IPO Failure Date, then in the event of transfer of shareholding of the Sponsors in the Company and/or AZI or any IPO of the Company after the IPO Failure Date, the Sponsors shall implement the following:

(a) in the event of transfer of Equity Securities held by the Sponsors pursuant to Clause 6.3.4 (Transfer to Competitor), Clause 6.4 (Drag Right of the Investors), Clause 6.5 (Drag Right of IFC, DEG and Proparco), or otherwise on the transfer of all Equity Securities held by the Sponsors in the Company, or on the occurrence of QIPO or IPO (as relevant) pursuant to Clause 7 (Qualified Initial Public Offering), or on the occurrence of Liquidation Event A or Liquidation Event B, the Sponsors’ shareholding in AZI shall be bought back by the Company, AZI or any other Person in accordance with the AZI

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Shareholders Agreement, and any Excess Amount received by the Sponsors (or their Affiliates) from the transfer of their shareholding in AZI shall be distributed between the Sponsors, Helion, FC, GIF and IFC in the proportion set out in Schedule Z hereto; and

(b) in the event of transfer of the entire shareholding of AZI to any other Person, or on the occurrence of liquidation or winding-up of AZI, any Excess Amount received by the Sponsors (or their Affiliates) for their shareholding in AZI shall be distributed between the Sponsors, Helion, FC, GIF and IFC in the proportion set out in Schedule Z hereto.

Helion, FC, GIF and IFC shall be paid their share of the Excess Amount by the Sponsors as determined above, either by payment of immediate available funds to Helion, FC, GIF and IFC of their share of the Excess Amount in a legally permissible method as may be agreed between the Sponsors, Helion, FC, GIF and IFC or, subject to the agreement between the Sponsors, Helion, FC, GIF and IFC, by way of transfer of Equity Securities held by the Sponsors in the Company to Helion, FC, GIF and IFC that corresponds in value to the amounts to be paid by the Sponsors to Helion, FC, GIF and IFC in accordance with the above. It is clarified that the above mentioned distribution by the Sponsors shall be a pre-condition to any transfer by the Sponsors of their Equity Securities in the Company (other than the Permitted Transfers or to Affiliates in accordance with this Agreement) or of their share in AZI.

For the purpose of this Clause 6.2.2, the “Excess Amount” shall mean any amount received by the Sponsors (or their Affiliates) against Transfer or buyback of their shares in AZI that is more than the face value of those shares, after adjusting for all taxes (including, but not limited to, capital gains tax/income tax as substantiated by actual tax returns filed with tax authorities, and if the actual tax returns cannot be filed, then by a certificate/opinion from a certified chartered accountant who is acceptable to Helion, FC, GIF and IFC) and expenses incurred by the Sponsors in relation to the sale of their shares in AZI.

This Clause 6.2.2 shall cease to apply upon the Transfer by the Sponsors of their entire shareholding in AZI, subject to the fulfilment by the Sponsors of their obligations in this Clause 6.2.2.

6.3 Transfer by the Investors

6.3.1 Subject to compliance with the provisions of Clauses 6.1 (Restrictions on Transfer) and 6.3 (Transfer by the Investors), the Investors shall, at any time, be entitled to Transfer any Equity Securities held by them in the Company to any third party, provided that the restrictions set out in this Clause 6.3 (Transfer by the Investors) shall not apply to the transfer of Equity Shares by any Shareholder as part of QIPO/IPO undertaken by the Company.

6.3.2 Right of First Offer

The other Investors and the Sponsors (the “Offering Shareholders”) shall have a right of first offer (the “Right of First Offer”) with respect to any proposed Transfer of

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Equity Securities (“Transferable Securities”) by any Investor.

(a) An Investor (the “Selling Shareholder”) proposing to Transfer any Transferable Securities shall provide a written notice to the Offering Shareholders of its intention to sell all or part of the Transferable Securities (“Investor Sale Notice”). Such Investor Sale Notice shall also include a condition that all and not less than all of the Transferable Securities must be purchased by the Offering Shareholders.

(b) The Offering Shareholders, within 15 (fifteen) days of its receipt of the Investor Sale Notice, shall provide a written notice of their intention to purchase, all but not less than all Transferable Securities from the Selling Shareholder in terms of the Investor Sale Notice (“ROFO Exercise Notice”) along with the price, on a cash, non-contingent basis, they are willing to pay for the Transferable Securities subject to the Investor Sale Notice (“ROFO Price”). A ROFO Exercise Notice shall be irrevocable and shall constitute a binding offer by the Offering Shareholders to purchase the Transferable Securities under and in accordance with the ROFO Exercise Notice. Each Offering Shareholder shall also provide a copy of its ROFO Exercise Notice to the other Offering Shareholders.

(c) Upon the receipt of a ROFO Exercise Notice, and if the ROFO Price and other terms and conditions of the ROFO Exercise Notice are acceptable to the Selling Shareholder, the Selling Shareholder shall, by written notice, inform the Offering Shareholder, whose ROFO Price and other terms and conditions of the ROFO Exercise Notice are acceptable to the Selling Shareholder, within a period of 10 (ten) days from the date of receipt of the. ROFO Exercise Notice, its intention to sell the Transferable Securities (“ROFO Acceptance Notice”) to such Offering Shareholder. Such Offering Shareholders shall, within 25 (twenty five) days from the date of the ROFO Acceptance Notice, consummate the Transfer of the Transferable Securities and pay the ROFO Price.

(d) If there are two or more Offering Shareholders, having similar terms in the ROFO Exercise Notice, and whose ROFO Price and other terms and conditions of the ROFO Exercise Notice is acceptable to the Selling Shareholder, then the Selling Shareholder shall issue a ROFO Acceptance Notice to each such Offering Shareholder to acquire a pro-rata portion of the Transferable Securities based on the proportion that each such Offering Shareholder’s shareholding in the Company bears to the aggregate shareholding in the Company of all the Offering Shareholders that served a ROFO Acceptance Notice on a Fully Diluted Basis.

(e) If the Offering Shareholders have not elected to exercise their Right of First Offer within the period set forth above or if the ROFO Price and other terms and conditions of the ROFO Acceptance Notice are not acceptable to the Selling Shareholder, then subject to Clause 6.3.3 or Clause 6.3.4 (as the case may be), the Selling Shareholder shall be entitled, within 180 (one hundred eighty) Business Days of the Investor Sale Notice, to sell the Transferable Securities stated in the Investor Sale Notice to any third Person, provided the

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terms offered for the sale of the Transferable Securities to such third Person are no less favourable than those offered by the Offering Shareholders.

(f) The Company and the Sponsors hereby undertake to provide all necessary assistance in obtaining and/or making all the required filings, certifications, consents and approvals for consummation of the transfer of the Transferable Securities by the Selling Shareholder to a third Person.

6.3.3 Co-Sale Rights

(a) In case of proposed Transfer of any Equity Securities held by the Selling Shareholder in the Company to a third Person in accordance with Clause 6.3.2(e), each Investor (“Remaining Investor” and if there are more than one Remaining Investor, the “Remaining Investors”), shall also have the right, to participate in such Transfer in accordance with this Clause 6.3.3 (“Co-Sale Right”).

(b) The Selling Shareholder shall promptly, but in any case upon finalization of the terms of the sale of Transferable Securities, give notice (the “Transfer Notice”) to the Remaining Investors. The Transfer Notice shall describe in reasonable detail the proposed Transfer, including but not limited to the number and type of Equity Securities to be transferred, the consideration to be paid by the third party in accordance with Clause 6.3.2 (the “Buyer”), other material terms and conditions proposed by the Buyer in respect of the Transfer, and the name and address of each proposed Buyer, accompanied, if available, by a draft share purchase agreement or other information reasonably requested by the Remaining Investors. The Remaining Investors shall have the right to participate in the proposed Transfer (the “Tagging Investors”) by giving notice to the Selling Shareholder (a “Tag Notice”) within a period of 15 (fifteen) Business Days from receipt of the Transfer Notice (the “Exercise Period”), of the number of Equity Securities it wishes to transfer (the “Tagged Shares”), subject to Clause 6.3.3 (c). For the avoidance of doubt, the Tagging Investors shall not be obligated to pay any fees or deal expenses of the Selling Shareholder(s) or of any other Person in connection with the exercise of its rights under this Clause 6.3.3.

(c) Subject to the next sentences of this Clause 6.3.3 (c) and Clause 6.3.3 (f), the maximum number of Tagged Shares (of each of the Tagging Investor) shall be the number (and if this is not a whole number, such number rounded to the nearest whole number) obtained by multiplying the number of the Shares and/or Share Equivalents of the Company on an As If Converted Basis to be transferred by the Selling Shareholder by a fraction: (i) the numerator of which shall be the number of Shares and/or Share Equivalents of the Company on an As If Converted Basis held by the Tagging Investor as of the date of the Tag Notice; and (ii) the denominator of which shall be the aggregate number of Shares and/or Share Equivalents of the Company on an As If Converted Basis held by all the Investors as of the date of the Tag Notice.

If by virtue of exercise of the “Co-sale Right” by any of the Tagging Investor

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under this Clause 6.3.3, the proposed Transfer results in:

(i) the holding of the Tagging Investor falling below 5% (five per cent) of the share capital of the Company calculated on an As If Converted Basis; or

(ii) the holding of all the Investors falling below 10% (ten per cent) of the share capital of the Company calculated on an As If Converted Basis;

then, the Tagging Investor will be entitled to Transfer all the Equity Securities held by it in the Company to the Buyer and the right of the Selling Shareholder to Transfer any of the Transferable Securities shall stand proportionally reduced.

(d) Any Transfer by the Tagging Investors shall be made on substantially the same terms and conditions as described in the Transfer Notice. However, the Tagging Investors shall not be required to make any representation or warranty to the Buyer, other than as to good title to the Tagged Shares, absence of liens with respect to the Tagged Shares, customary representations and warranties concerning the Tagging Investors’ power and authority to undertake the proposed Transfer, and the validity and enforceability of the Tagging Investors obligations in connection with the proposed Transfer.

(e) The Selling Shareholders shall have a period of 30 (thirty) Business Days from the expiration of the Exercise Period to Transfer to the Buyer the Transferable Securities originally proposed to be transferred (less the number of Tagged Shares, if any), upon the terms and conditions (including consideration for the Transfer) specified in the Transfer Notice. The Selling Shareholders shall give the Tagging Investor at least 10 (ten) Business Days’ notice of the proposed date of the Transfer and the Tagging Investor shall Transfer the Tagged Shares to the Buyer at the same time upon the terms and conditions (including consideration for the Transfer) specified in the Transfer Notice. If the Selling Shareholders do not complete the Transfer within such period, any proposed subsequent Transfer by them of some or all of the Equity Securities originally proposed to be transferred shall again be subject to the provisions of Clause 6.3.2 and this Clause 6.3.3.

(f) The Selling Shareholders shall not Transfer any of their Equity Securities to the Buyer unless, at the same time, the Buyer purchases all of the Tagged Shares from the Tagging Investors upon the terms and conditions (including consideration for the Transfer) specified in the Transfer Notice.

(g) Notwithstanding anything to the contrary contained herein, but subject to the last sentence of this Clause 6.3.3(g), the holders of the IFC CCDs, IFC II CCDs, IFC III CCDs, DEG CCDs and Proparco CCPS will not be required to provide the Co-Sale Right to the Remaining Investors while Transferring their respective IFC CCDs, IFC II CCDs, IFC III CCDs, DEG CCDs and Proparco CCPS. The holders of IFC CCDs, IFC II CCDs, IFC III CCDs, DEG CCDs and Proparco CCPS will also not be entitled to exercise the Co-Sale Right on

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the sale of Equity Securities by the other Investors. Provided however that, the holders of the IFC CCDs, IFC II CCDs, IFC III CCDs, DEG CCDs and Proparco CCPS will be required to provide the Co-Sale Right to the Remaining Investors and also be entitled to exercise the Co-Sale Right on the sale of Equity Securities by other Investors (other than the holders of IFC CCDs, IFC II CCDs, IFC III CCDs, DEG CCDs and Proparco CCPS, which have not been converted into Equity Shares) with respect to any Equity Shares issued to them after conversion of their respective IFC CCDs, IFC II CCDs, IFC III CCDs, DEG CCDs and Proparco CCPS in accordance with their terms.

6.3.4 Transfer to Competitor

(a) Notwithstanding anything to the contrary contained herein, in case of any proposed Transfer, at any time prior to the QIPO Due Date, of any Equity Securities held by any or all the Investors (the “Selling Shareholder”) in the Company to a Competitor in accordance with Clause 6.3.2(e), resulting in one or more Competitors cumulatively holding more than 50% (fifty per cent) of the entire share capital of the Company (calculated on an As If Converted Basis), the Sponsors and each Investor (“Remaining Investor” and if there are more than one Remaining Investor, the “Remaining Investors”), shall also have the right (“Co-Sale Right”), to participate in such Transfer in accordance with this Clause 6.3.4 and the provisions of Clause 6.3.3 shall not apply to such Transfer.

(b) The Selling Shareholder shall promptly, but in any case upon finalization of the terms of the sale of Transferable Securities, give notice (the “Transfer Notice”) to the Remaining Investors and the Sponsors. The Transfer Notice shall describe in reasonable detail the proposed Transfer, including but not limited to the number and type of Equity Securities to be transferred resulting in one or more Competitors cumulatively holding more than 50% (fifty per cent) of the entire share capital of the Company (calculated on an As If Converted Basis), the consideration to be paid by the Competitor in accordance with Clause 6.3.2(e), other material terms and conditions proposed by the Competitor in respect of the Transfer, and the name and address of each proposed Competitor, accompanied, if available, by a draft share purchase agreement or other information reasonably requested by the Sponsors and the Remaining Investors. The Remaining Investors and the Sponsors (the “Tagging Shareholders”) shall have the right to participate in the proposed Transfer by giving notice to the Selling Shareholder (a “Tag Notice”) within a period of 15 (fifteen) Business Days from receipt of the Transfer Notice (the “Exercise Period”), of the number of Equity Securities it wishes to Transfer (the “Tagged Shares”), subject to Clause 6.3.4 (c). For the avoidance of doubt, the Tagging Shareholders shall not be obligated to pay any fees or deal expenses of the Selling Shareholder(s) or of any other Person in connection with the exercise of its rights under this Clause 6.3.4.

(c) The Parties agree that each of the Remaining Investors and the Sponsors shall be entitled to exercise their right and participate in this Transfer up to the entire extent of their shareholding in the Company and include in the Tagged Shares

36

all the Equity Securities held by them.

(d) If the Sponsors and/or any of the Remaining Investors exercise their right under this Clause 6.3.4, the Competitor shall purchase the Tagged Shares from the Tagging Shareholders. Provided that, if the number of Equity Securities proposed to be acquired by the Competitor in accordance with Clause 6.3.2(e) is not sufficient to acquire all the Tagged Shares, the parties shall not proceed to consummate the transaction.

(e) Any Transfer by the Tagging Shareholders shall be made on substantially the same terms and conditions as described in the Transfer Notice. However, the Tagging Shareholders shall not be required to make any representation or warranties to the Competitor, other than as to good title to the Tagged Shares, absence of liens with respect to the Tagged Shares, customary representations and warranties concerning the Tagging Shareholders’ power and authority to undertake the proposed Transfer, and the validity and enforceability of the Tagging Shareholders obligations in connection with the proposed Transfer.

(f) The Selling Shareholders shall have a period of 30 (thirty) Business Days from the expiration of the Exercise Period to Transfer to the Competitor the Transferable Securities, upon the terms and conditions (including consideration for the Transfer) specified in the Transfer Notice. The Selling Shareholders shall give the Tagging Shareholder at least 10 (ten) Business Days’ notice of the proposed date of the Transfer and the Tagging Shareholder shall Transfer the Tagged Shares to the Buyer at the same time upon the terms and conditions (including consideration for the Transfer) specified in the Transfer Notice. If the Selling Shareholders do not complete the Transfer within such period, any proposed subsequent Transfer by them of some or all of the Equity Securities originally proposed to be transferred shall again be subject to the provisions of Clause 6.3.2, Clause 6.3.3 and Clause 6.3.4.

6.4 Drag Right of the Investors

6.4.1 Upon the occurrence of the events mentioned in Clause 6.4.2 and subject to all the Investors (other than DEG and Proparco in relation to Clause 6.4.2(e); however, if they agree to exercise the Drag Along Right in relation to Clause 6.4.2(e), then including DEG and Proparco) (the “Dragging Investors”) agreeing to exercise their Drag Along Right, all the Dragging Investors shall cumulatively and in conjunction have the right (“Drag Along Right”) to require the Sponsors in writing to sell immediately all the Equity Securities held by the Sponsors along with all the Equity Securities held by all Dragging Investors (the “Dragged Securities”) to any third Person (the “Dragged Purchaser”). The Sponsors upon receipt of a written notice from the Investors shall be bound to immediately Transfer all the Equity Securities held by the Sponsors to the Dragged Purchaser. For the avoidance of doubt, it is hereby clarified that the provisions of Clause 6.3.4 shall not apply to the sale of Equity Securities to a Competitor under this Clause 6.4, and the transfer restrictions under Clause 6.3 shall not apply to the sale of Equity Securities under this Cause 6.4.

6.4.2 The provisions of Clause 6.4.1 shall apply in any of the following circumstances:

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(a) If the Company has failed or is unable (for any reason) to effect a buy back in accordance with Clause 9;

(b) If the Company has failed or is unable to effect a QIPO in accordance with Clause 7;

(c) If the Sponsors are in material breach of the terms of the Transaction Documents, which remains uncured upon the expiry of 15 (fifteen) days, in the collective opinion of the Investors;

(d) If the Company or the Sponsors are in material breach of any representation or warranties made by them in the Transaction Documents, which remain uncured upon the expiry of 15 (fifteen) days, in the collective opinion of the Investors; and

(e) If there is a breach of the terms the Series H CCPS, Series F CCPS, Series B CCPS, Series C CCPS and Series D CCPS, and such default is not cured, to the joint satisfaction of GIF, IFC, Helion and FC, within a period of 30 (thirty) days.

6.4.3 The Parties agree that proceeds from the sale of the Equity Securities of the Company will be distributed in the manner such that:

(i) the holders of the CCDs and Proparco CCPS will be entitled to receive in preference to the holders of any other Equity Securities, proceeds representing an amount equal to their respective Senior Liquidation Price, pro rata the amounts due to them in this Clause 6.4.3(i);

(ii) subject to Clause 6.4.3 (i) above and Clause 6.4.4 below, the holders of the Series H CCPS will be entitled to receive in preference to the holders of the Series F CCPS, Series B CCPS, Series C CCPS and Series D CCPS and Series A CCPS and other Equity Securities issued by the Company (other than the IFC CCDs, IFC II CCDs, IFC III CCDs, DEG CCDs and Proparco CCPS), for each of the Series H CCPS held by them, an amount equal to the Series H Liquidation Price.

(iii) Subject to Clause 6.4.3 (i), Clause 6.4.3 (ii) above and Clause 6.4.4 below, the holders of the Series F CCPS will be entitled to receive in preference to the holders of the Series B CCPS, Series C CCPS and Series D CCPS and Series A CCPS and other Equity Securities issued by the Company (other than the IFC CCDs, IFC II CCDs, IFC III CCDs, DEG CCDs, Proparco CCPS and Series H CCPS), for each of the Series F CCPS held by them, an amount equal to:

the 1.5 x (one decimal five times) the price paid by the holders of Series F CCPS to the Company for subscription of the Series F CCPS plus any accrued but unpaid dividends, pro rata the amounts due to them in this Clause 6.4.3 (iii).

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(iv) Subject to Clause 6.4.3 (i), Clause 6.4.3 (ii), Clause 6.4.3 (iii) above and Clause 6.4.4 below, the holders of the Series B CCPS, Series C CCPS and Series D CCPS will be entitled to receive in preference to the holders of Series A CCPS and other Equity Securities issued by the Company (other than the IFC CCDs, IFC II CCDs, IFC III CCDs, DEG CCDs, Proparco CCPS, Series H CCPS and Series F CCPS), for each of the Series B CCPS, Series C CCPS and Series D CCPS held by them, an amount equal to:

2 x (two times) the price paid by each of IFC, Helion and FC to the Company for subscription of the respective Series B CCPS, Series C CCPS and Series D CCPS plus any accrued but unpaid dividends, pro rata the amounts due to them in this Clause 6.4.3(iv).

(v) After the payment to the holders of the CCDs and Proparco CCPS, in accordance with Clause 6.4.3(i) above, holders of the Series H CCPS in accordance with Clause 6.4.3 (ii), holders of the Series F CCPS in accordance with Clause 6.4.3 (iii) above and to the holders of the Series B CCPS, Series C CCPS and Series D CCPS in accordance with Clause 6.4.3 (iv) above, the holders of the Series A CCPS will be entitled to, receive in preference to the holders of Equity Securities (other than the holders of the CCDs, Proparco CCPS, Series H CCPS, Series F CCPS, Series B CCPS, Series C CCPS and Series D CCPS) an amount equal to, for each Series A CCPS held by Helion and FC, 2 x (two times) the price paid by Helion and FC to the Company for subscription of the Series A CCPS plus any accrued but unpaid dividends, pro rata the amounts due to them in this Clause 6.4.3(v).

6.4.4 To the extent that proceeds on sale of Equity Securities of the Company are inadequate to pay to the holders of the Equity Securities in accordance with the provisions of Clause 6.4.3, the total amount received and/or realised shall be used in the same priority between first: to pay the holders of CCDs and Proparco CCPS (pro rata the amounts due to them in Clause 6.4.3(i)), then second: to pay the holders of the Series H CCPS (pro rata the amounts due to them in Clause 6.4.3(ii)), then third: to pay the holders of the Series F CCPS (pro rata the amounts due to them in Clause 6.4.3(iii)), then fourth: to pay the holders of the Series B CCPS, Series C CCPS and Series D CCPS (pro rata the amounts due to them in Clause 6.4.3(iv)) and finally to pay the holders of Series A CCPS (pro rata the amounts due to them in Clause 6.4.3(v)).

6.4.5 Subject to Clause 6.4.6 and Clause 6.4.7 below:

(i) to the extent there are additional proceeds available for distribution after payment to the holders of CCDs, Proparco CCPS and then Series H CCPS and then Series F CCPS and then the Series B CCPS, Series C CCPS and Series D CCPS and then Series A CCPS in accordance with Clause 6.4.3 above, the holders of Equity Shares will share pro rata in the distribution of such remaining proceeds; and

(ii) upon receipt by the holders of CCDs, Proparco CCPS, Series H CCPS, Series B CCPS, Series C CCPS, Series D CCPS and Series A CCPS of their full entitlement in accordance with Clause 6.4.3 above, they shall not be entitled to

39

participate or claim a share in such additional proceeds available for distribution.

6.4.6 In case, (i) at least one of the Series A CCPS, Series B CCPS, Series C CCPS or Series D CCPS are converted into Equity Shares of the Company (other than for receiving their respective entitlement in the manner provided in Clause 6.4.3); and (ii) there are additional proceeds available for distribution after payment to the holders of CCDs, Proparco CCPS, Series H CCPS, Series F CCPS, Series B CCPS, Series C CCPS, Series D CCPS and Series A CCPS in the manner provided in Clause 6.4.3, then the holders of Series F CCPS and the holders of Equity Shares will share pro rata in the distribution of remaining proceeds. Notwithstanding the above, the holders of Series F CCPS shall be entitled to an amount not more than the Series F Participation under this Clause 6.4.6. It is clarified that the holders of Series F CCPS shall, in no event, be entitled to receive an amount in excess of 150% (one hundred and fifty percent) of the Series F Investment Amount plus the Series F Participation.

6.4.7 Upon the exercise of the Drag Along Right by the Investors:

(i) if all or some of the Series B CCPS or Series D CCPS are converted into Equity Shares of the Company (other than for receiving their respective entitlement in the manner provided in Clause 6.4.3) on or immediately prior to the exercise of the Drag Along Right by the Investors, in order to participate pro rata to their shareholding on an As If Converted Basis in the proceeds available from the sale of Equity Securities to the Dragged Purchaser; and

(ii) if the holders of Series F CCPS have not converted their respective Series F CCPS into Equity Shares (or have converted their respective Series F CCPS into Equity Shares for receiving their respective entitlement in the manner provided in Clause 6.4.3) and have exercised their right to the Series F Participation, pursuant to exercise of which, amounts to be received by IFC (with respect to Series B CCPS and Series D CCPS held by it that have been converted into Equity Shares, other than for receiving their respective entitlement in the manner provided in Clause 6.4.3) from the proceeds available from the sale of Equity Securities to the Dragged Purchaser is less than the amounts IFC would have otherwise received (with respect to Series B CCPS and Series D CCPS held by it that have been converted into Equity Shares other than for receiving their share in proceeds available from the sale of Equity Securities to the Dragged Purchaser), if the holders of Series F CCPS had not exercised the right of Series F Participation (the difference of such amount hereinafter referred to as the “Drag Differential Amount”),

then, the Sponsors shall through a suitable mechanism (as agreed upon with IFC) ensure that IFC receives the Drag Differential Amount simultaneously with the amounts received by the holders of Series F CCPS pursuant to Series F Participation.

6.4.8 The Parties agree that they shall enter into necessary documents with the Dragged Purchaser, or undertake such actions in any manner legally permissible, including without limitation, re-distribution of proceeds that may be received by the Parties, in order to comply with the provisions of this Clause 6.4.

6.4.9 For the avoidance of doubt, it is hereby clarified that Equity Shares of the Company held by the Investors pursuant to the conversion of the Share Equivalents held by them

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shall be treated at par with the remaining Equity Shares of the Company for the purposes of this Clause 6.4 and such Equity Shares shall not be entitled to preference in Clause 6.4.3; save and except where the Share Equivalents are converted into Equity Shares of the Company on or immediately prior to and only in connection with the Investors exercising their right under this Clause 6.4, in which case, notwithstanding anything to the contrary contained herein, the Equity Shares issued to the holder of the Share Equivalents will be entitled to priority in terms of payment and sale in the like manner as the respective Share Equivalents which were converted into such Equity Shares, as set out in Clause 6.4.

6.4.10 For the purposes of this Clause 6.4, the calculation of entitled amounts of the holders of Equity Securities shall be calculated in INR terms by taking investment amounts in Equity Securities in INR terms. However, at the time of payment of amounts to the holders of Equity Securities, the INR entitled amounts arrived at shall be converted into USD amount by applying the reference rate of the Reserve Bank of India for USD-INR conversion as on the date on which such payment is effected and the payment shall thereupon be made in USD amounts. Nothing contained in this Clause 6.4.10 shall apply in relation to Series H CCPS, and the calculation of entitled return and payment thereof to the holders of Series H CCPS shall be in USD terms.

6.5 Drag Right of IFC, DEG and Proparco

6.5.1 Upon the occurrence of the events mentioned in Clause 6.5.2, IFC, DEG or Proparco (other than DEG and Proparco in relation to events set out in Clause 6.5.2(a); and other than IFC and Proparco in relation to events set out in Clause 6.5.2(e); and other than IFC and DEG in relation to events set out in Clause 6.5.2(f)) (the “Selling Investors”), either independently or along with any other of them, may without any consent from the other Investors require the Sponsors by issuance of a written notice to them to sell immediately all the Equity Securities held by the Sponsors (the “Sponsor Dragged Securities”) to (i) the other remaining Investors in accordance with Clause 6.3.2 or (ii) any third Person (the “Drag Purchaser”) along with the Equity Securities of the Selling Investors. The Sponsors upon receipt of a written notice from the Selling Investors shall be bound to immediately Transfer the Sponsor Dragged Securities to the Drag Purchaser.

In the event the Selling Investors exercise their rights under this Clause 6.5.1 to Transfer the Sponsor Dragged Securities to a Drag Purchaser, each of the other remaining Investors shall have a right to participate in this Transfer and Transfer their Equity Securities up to the entire extent of their shareholding in the Company (“Tag Along Right”) and the Selling Investors shall be required to ensure that the Drag Purchaser acquires the Equity Securities from the other remaining Investors on substantially the same terms and conditions (subject to the succeeding paragraph and Clause 6.5.3) on which it proposed to acquire the Sponsor Dragged Securities. For the avoidance of doubt, it is hereby clarified that the provisions of Clause 6.3.4 shall not apply to a Transfer of Equity Securities to a Competitor pursuant to this Clause 6.5, and the transfer restrictions under Clause 6.3 shall not apply to the sale of Equity Securities under this Cause 6.5.

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Notwithstanding anything to the contrary contained in this Clause 6.5.1, the Parties agree that if the number of Equity Securities proposed to be acquired by the Drag Purchaser is not sufficient to acquire all the Equity Securities from the Selling Investors, Sponsors and remaining Investors (to the extent they wish to exercise their Tag Along Right), the Parties agree that the Drag Purchaser shall purchase such number of the Equity Securities in the following order of priority:

(i) firstly, it shall purchase the IFC CCDs, IFC II CCDs, IFC III CCDs, DEG CCDs and Proparco CCPS on a pro rata basis;

(ii) secondly, it shall purchase the Series H CCPS on a pro rata basis;

(iii) thirdly, it shall purchase the Series F CCPS on a pro rata basis;

(iv) fourthly, it shall purchase the Series B CCPS, Series C CCPS and Series D CCPS on a pro rata basis;

(v) fifthly, it shall purchase the Series A CCPS from Helion and FC on a pro rata basis; and

(vi) lastly, upon purchase of the IFC CCDs, IFC II CCDs, IFC III CCDs, the DEG CCDs, Proparco CCPS, the Series H CCPS, the Series F CCPS, Series B CCPS, Series C CCPS, Series D CCPS and Series A CCPS in accordance with the terms of this Clause, it shall acquire the Equity Securities from the Sponsors and other Equity Securities issued by the Company that have not been mentioned above, on a pro rata basis.

6.5.2 The provisions of Clause 6.5.1 shall apply in the following circumstances:

(a) If there is a material breach of the IFC Policy Covenants as set out in Schedule K to this Agreement; or

(b) If there is a breach of the terms of the CCDs or Proparco CCPS and such default is not cured, to the sole satisfaction of their holders, within a period of 30 (thirty) days; or

(c) If the Company defaults on payment of interest on CCDs or Proparco CCPS and such default is not cured, to the sole satisfaction of their respective holders, within a period of 10 (ten) days; or

(d) If upon conversion (where the conversion ratio for the CCDs and Proparco CCPS is as provided in Schedule E, Schedule H, Schedule I, Schedule J, Schedule R and Schedule T), the CCDs and Proparco CCPS do not give their holders (IFC, DEG and/ or Proparco) their respective Required Return, and if the IFC/DEG/ Proparco Buy Back Option (referred in Clause 9A.1) or the Deficit Call Option (referred in Clause 6.6) are not consummated for any reason whatsoever. For the purposes of the above conversion, the Parties shall rely on a valuation of the Company done in accordance with paragraph 4.2

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(i)(c) under Schedule E, Schedule H, Schedule I, Schedule J, Schedule R and Schedule T, respectively; or

(e) If the Company or any of its Subsidiaries engage in any of the activities as set out in Schedule O to this Agreement; or

(f) If there is a breach of the Proparco’s policy covenants as set out in Schedule P to this Agreement.

6.5.3 Notwithstanding anything to the contrary contained in Clause 6.5.1, the Parties agree that the proceeds from the sale of the Equity Securities of the Company to the Drag Purchaser shall be distributed in the following manner:

(i) firstly, the holders of IFC CCDs, IFC II CCDs, IFC III CCDs, DEG CCDs and Proparco CCPS shall be entitled to receive in preference to the holders of other Equity Securities amounts up to their Senior Liquidation Price;

(ii) secondly, the holders of the Series H CCPS, shall be entitled to receive in preference to the holders of the other Equity Securities (other than IFC CCDs, IFC II CCDs, IFC III CCDs, DEG CCDs and Proparco CCPS), amounts up to the Series H Liquidation Price;

(iii) thirdly, the holders of the Series F CCPS, shall be entitled to receive in preference to the holders of the other Equity Securities (other than IFC CCDs, IFC II CCDs, IFC III CCDs, DEG CCDs, Proparco CCPS and Series H CCPS), amounts up to the Series F Liquidation Price;

(iv) fourthly, the holders of Series B CCPS, Series C CCPS and Series D CCPS shall be entitled to receive in preference to the holders of Series A CCPS and other Equity Securities issued by the Company (other than IFC CCDs, IFC II CCDs, IFC III CCDs, DEG CCDs, Proparco CCPS, Series H CCPS and Series F CCPS) amounts up to their Applicable Liquidation Price; and

(v) fifthly, the holders of Series A CCPS shall be entitled to receive in preference to the holders of Equity Securities issued by the Company (except IFC CCDs, IFC II CCDs, IFC III CCDs, DEG CCDs, Proparco CCPS, Series H CCPS, Series F CCPS, Series B CCPS, Series C CCPS and Series D CCPS) amounts up to their Applicable Liquidation Price. For the purpose of clarification, upon payment of the Applicable Liquidation Price as stated in Clause 4.1, the holders of the CCDs and Proparco CCPS shall not be entitled to any other amount from the balance proceeds available for distribution.

6.5.4 To the extent that proceeds on sale of Equity Securities of the Company are inadequate to comply with the provisions of Clause 6.5.1 and Clause 6.5.3, the total amount received and/or realised shall be used in same priority first: to pay the holders of CCDs and Proparco CCPS (pro rata to the amounts due to them), then second: to pay the holders of the Series H CCPS (pro rata to the amounts due to them), then third: to pay the holders of the Series F CCPS (pro rata to the amounts due to them), then fourth: to pay the holders of the Series B CCPS, Series C CCPS and Series D CCPS and finally

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to pay the holders of Series A CCPS. It is clarified that if any Equity Securities are not sold to the Drag Purchaser, then the holders of such Equity Securities shall not be entitled to distribution in accordance with this Clause 6.5.

6.5.5 Subject to Clause 6.5.6 and Clause 6.5.7 below:

(i) to the extent there are additional proceeds available for distribution after payment to the holders of CCDs, Proparco CCPS and then Series H CCPS and then Series F CCPS and then the Series B CCPS, Series C CCPS and Series D CCPS and then Series A CCPS in accordance with Clause 6.5.3 above, the holders of Equity Shares will share pro rata in the distribution of such remaining proceeds; and

(ii) upon receipt by the holders of CCDs, Proparco CCPS, Series H CCPS, Series B CCPS, Series C CCPS, Series D CCPS and Series A CCPS of their full entitlement in accordance with Clause 6.5.3 above, such holders shall not be entitled to participate or claim a share in such additional proceeds available for distribution.

6.5.6 In case, (a) at least one of the Series A CCPS, Series B CCPS, Series C CCPS or Series D CCPS are converted into Equity Shares of the Company (other than for receiving their respective entitlement in the manner provided in Clause 6.5.3); and (b) there are additional proceeds available for distribution after payment to the holders of CCDs, Proparco CCPS, Series H CCPS, Series F CCPS, Series B CCPS, Series C CCPS, Series D CCPS and Series A CCPS in the manner provided in Clause 6.5.3, then the holders of Series F CCPS and the holders of Equity Shares will share pro rata in the distribution of remaining proceeds. Notwithstanding the above, the holders of Series F CCPS shall be entitled to an amount not more than the Series F Participation under this Clause 6.5.6. It is clarified that the holders of Series F CCPS shall, in no event, be entitled to receive an amount in excess of 150% (one hundred and fifty percent) of the Series F Investment Amount plus the Series F Participation.

6.5.7 Upon the exercise of the drag right by IFC, DEG or Proparco, and the Tag Along Right by the remaining Investors, if applicable, pursuant to this Clause 6.5:

(i) if all or some of the Series B CCPS or Series D CCPS are converted into Equity Shares of the Company (other than for receiving their respective entitlement in the manner provided in Clause 6.5.3) on or immediately prior to the exercise of the drag right by IFC, DEG or Proparco or the exercise of Tag Along Right by the other Investors, in order to participate pro rata to their shareholding on an As If Converted Basis in the proceeds available from the sale of Equity Securities to the Drag Purchaser; and

(ii) if the holders of Series F CCPS have not converted their respective Series F CCPS into Equity Shares (or have converted their respective Series F CCPS into Equity Shares for receiving their respective entitlement in the manner provided in Clause 6.5.3) and have exercised their right to the Series F Participation, pursuant to exercise of which, amounts to be received by IFC (with respect to Series B CCPS and Series D CCPS held by it that have been converted into Equity Shares, other than for receiving their respective entitlement in the manner provided in Clause 6.5.3) from the proceeds available from the sale of Equity Securities to the Drag Purchaser is less than

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the amounts IFC would have otherwise received (with respect to Series B CCPS and Series D CCPS held by it that have been converted into Equity Shares other than for receiving their share of the proceeds available from the sale of Equity Securities to the Drag Purchaser), if the holders of Series F CCPS had not exercised the right of Series F Participation (the difference of such amount hereinafter referred to as the “IFC Differential Amount”),

then, the Sponsors shall through a suitable mechanism (as agreed upon with IFC) ensure that IFC receives the IFC Differential Amount simultaneously with the amounts received by the holders of Series F CCPS pursuant to Series F Participation.

6.5.8 The Parties agree that they shall enter into necessary documents with the Drag Purchaser in order to comply with the provisions of this Clause 6.5. The Sponsors, Helion and FC agree that the exercise by IFC, DEG and/or Proparco of the Drag Right under this Clause 6.5, is without prejudice to IFC’s, DEG’s or Proparco’s right under Law to proceed against the Sponsors, Helion and FC for a breach of their obligation to honour the Deficit Call Option in terms of Clause 6.6.

6.5.9 For the avoidance of doubt, it is hereby clarified that the Equity Shares of the Company held by the Investors pursuant to the conversion of the Share Equivalents held by them, shall be treated at par with the remaining Equity Shares of the Company for the purposes of this Clause 6.5 and such Equity Shares shall not be entitled to preference in Clause 6.5.3; save and except where the Share Equivalents are converted into Equity Shares of the Company on or immediately prior to and only in connection with the Investors exercising their right under this Clause 6.5, in which case, notwithstanding anything to the contrary contained herein, the Equity Shares issued to the holder of the Share Equivalents will be entitled to priority in terms of payment and sale in the like manner as the respective Share Equivalents that were converted into such Equity Shares, as set out in this Clause 6.5.

6.5.10 For the purposes of this Clause 6.5, the entitled amounts of the holders of Equity Securities shall be calculated in INR terms by taking investment amounts in Equity Securities in INR terms. However, at the time of payment of amounts to the holders of Equity Securities, the INR entitled amounts arrived at shall be converted into USD amount by applying the reference rate of the Reserve Bank of India for USD-INR conversion as on the date on which such payment is effected and the payment shall thereupon be made in USD amounts. Nothing contained in this Clause 6.5.10 shall apply in relation to Series H CCPS, and the calculation of entitled return and payment thereof to the holders of Series H CCPS shall be in USD terms.

6.6 IFC, DEG and Proparco Call Option

6.6.1 If upon conversion (where the conversion ratio for the CCDs and Proparco CCPS is as provided in paragraph 4.2 of Schedule E, Schedule H, Schedule I, Schedule J, Schedule R and Schedule T, as applicable), the CCDs and Proparco CCPS do not give their holders (i.e. IFC, DEG and/or Proparco) their respective Required Return and if the Company has failed or is unable (for any reason) to effect a buy back in accordance with Clause 9A.1 that provides the holders of the CCDs and Proparco CCPS (or Equity Shares obtained upon their conversion) their respective Required Return, then each of

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IFC, DEG and Proparco in its discretion shall have the option (“Deficit Call Option”; and IFC, DEG and/or Proparco, who are exercising such Deficit Call Option, shall be referred to as the “Call Purchaser(s)”), but not the obligation, to require any or all of the Sponsors, Helion and FC to sell to such Call Purchaser (or its nominee) on a pro rata basis such number of Equity Securities (“Deficit Option Securities”) held by the Sponsors, Helion and FC as are necessary to meet the shortfall in the Required Return, at the lowest price permissible under Law (“Deficit Call Option Price”).

For the purposes of the above, the Parties shall rely on a valuation of the Company done in accordance with paragraph 4.2(i) (b) under Schedule E, Schedule H, Schedule I, Schedule J, Schedule R and Schedule T, as applicable. The Deficit Call Option shall be exercised by IFC, DEG and/or Proparco in accordance with the procedure set out in Clause 6.6.2. It is clarified that IFC, DEG and/or Proparco, on being entitled to exercise the Deficit Call Option, chooses to exercise the same, it shall be bound to exercise it such that Helion and FC are not called upon to transfer any Equity Securities held by them that is greater than the number of Equity Securities pro rata to the Equity Securities held by the Sponsors determined on a Fully Diluted Basis and the Deficit Call Option Notice shall be issued accordingly.

6.6.2 IFC, DEG and/or Proparco shall exercise the Deficit Call Option by providing the Sponsors, Helion and FC a written notice (“Deficit Call Option Notice”) of its intention to exercise the Deficit Call Option. The Deficit Call Option Notice shall set out the number of Deficit Option Securities to be sold by each Sponsor, Helion and FC, the sale price for each Deficit Option Security and the date (“Call Settlement Date”) on which the Sponsors, Helion and FC shall sell the Deficit Option Securities to the Call Purchasers.

6.6.3 The issuance of the Deficit Call Option Notice shall constitute a valid and binding agreement between the Call Purchaser, the Sponsors, Helion and FC for the purchase by the Call Purchaser of the Deficit Option Securities, as applicable, held by the Sponsors, Helion and FC as mentioned in the Deficit Call Option Notice. On the Call Settlement Date, the Sponsors, Helion and FC shall sell the Deficit Option Securities to the Call Purchaser by delivery of the certificates representing the Deficit Option Securities (free and clear from all Encumbrances), together with duly executed forms of transfer in respect of the Deficit Option Securities to the Call Purchaser; and the Call Purchaser shall purchase the Deficit Option Securities from the Sponsors, Helion and FC and pay therefore in full, the applicable Deficit Call Option Price.

6.6.4 The Company, the Sponsors, Helion and FC undertake to provide all necessary assistance in obtaining and/or making all the required filings, certifications, consents and approvals for consummation of the Deficit Call Option. Further, if required by the Call Purchaser, Helion and FC undertake that, prior to the sale of the Deficit Option Securities, they shall convert, into Equity Shares of the Company, such number of Equity Securities held by them as are necessary for transfer to the Call Purchasers of their pro rata share of the Deficit Option Securities.

6.6.5 For the avoidance of doubt, upon the completion of the sale of the Deficit Option Securities, the Sponsors, Helion and FC shall relinquish, and shall no longer be entitled

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to any dividends, profits, retained earnings of the Company or similar rights that attach to the Deficit Option Securities so transferred to the Call Purchaser pursuant to the Deficit Call Option.

6.6.6 For the purposes of this Clause 6.6, the entitled returns of the holders of Equity Securities shall be calculated in INR terms by taking investment amounts in Equity Securities in INR terms.

6.7 Sponsors, Helion and FC Call Option

6.7.1 If upon conversion (where the conversion ratio for the CCDs and the Proparco CCPS is as provided in paragraph 4.2 of Schedule E, Schedule H, Schedule I, Schedule J, Schedule R and Schedule T, as applicable), the CCDs and Proparco CCPS give to their holders (i.e., IFC, DEG and/or Proparco) a return in excess of their respective Required Return, and if the Company does not effect a buy back in accordance with Clause 9A.2, then after a period of 15 (fifteen) Business Days from the conversion of the CCDs and/or Proparco CCPS, as applicable, the Sponsors, Helion and FC, in their discretion shall have the option (“Call Option”), but not the obligation, to require IFC, DEG and/or Proparco, who have received a return in excess of its Required Return (“Call Option Seller(s)”), to sell to them (on a pro rata basis based on the shareholding of the Sponsors, FC and Helion in the Company on a Fully Diluted Basis at that time) such number of Equity Shares (“Option Shares”) as is required to reduce Call Option Seller’s shareholding to such percentage as is adequate to give the Call Option Seller its respective Required Return. It is clarified that the right of Sponsors, Helion and FC to exercise the Call Option in accordance with this Clause 6.7 is several and may be exercised at the individual discretion of each of Sponsor, Helion or FC. It is further clarified that the determination of return received by the Call Option Sellers under this Clause 6.7.1 shall be based on the Equity Shares received by them on conversion of the CCDs or Proparco CCPS, as the case may be, and the value at which such Equity Shares are issued on the conversion of such CCDs or Proparco CCPS.

For the purposes of the above conversion, the Parties shall rely on a valuation of the Company done in accordance with paragraph 4.2(i)(b) of Schedule E, Schedule H, Schedule I, Schedule J, Schedule R and Schedule T, as applicable. The transfer of the Option Shares pursuant to the Call Option shall be at the lowest price permissible under Law (“Call Option Price”). The Call Option shall be exercised by the Sponsors, Helion and FC in accordance with the procedure set out in Clause 6.7.2.

6.7.2 The Sponsors, Helion and FC shall exercise the Call Option by providing the Call Option Seller a written notice (“Call Option Notice”) of their intention to exercise the Call Option, within 15 (fifteen) Business Days from the expiry of the 15 Business Days period mentioned in Clause 6.7.1. The Call Option Notice shall set out the number of Option Shares (on a pro rata basis) to be sold by the Call Option Seller to the Sponsor, Helion and FC, the sale price for each Option Share and the date (“Settlement Date”) on which the Call Option Seller shall sell the Option Shares.

6.7.3 The issuance of the Call Option Notice shall constitute a valid and binding agreement between the Call Option Seller and the Sponsor, Helion and FC for the purchase by the Sponsor, Helion and FC of the Option Shares as mentioned in the Call Option Notice. On the Settlement Date, the Call Option Seller shall sell the Option Shares to the Sponsor, Helion and FC by delivery of the certificates representing the Option Shares (free and clear from all Encumbrances), together with duly executed forms of transfer

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in respect of the Option Shares to the Sponsor, Helion and FC and the Sponsor, Helion and FC shall purchase the Option Shares from the Call Option Seller and pay therefore in full, the applicable Call Option Price.

6.7.4 If a Sponsor or either of Helion and FC: (a) does not exercise its Call Option within the period set forth above; or (b) exercises its Call Option but does not consummate the purchase of the Option Shares on the Settlement Date, then the other Sponsors and either of Helion and FC shall be entitled to purchase (on a pro rata basis) on the terms and conditions set out in this Clause 6.7, the balance Option Shares.

6.7.5 For the avoidance of doubt, upon the completion of the sale of the Option Shares, the Call Option Sellers shall relinquish, and shall no longer be entitled to any dividends, profits, retained earnings of the Company or similar rights that are attached to the Option Shares so transferred to the Sponsor, Helion and FC (as the case may be) pursuant to the Call Option.

6.7.6 For the purposes of this Clause 6.7, the entitled returns of the holders of Equity Securities shall be calculated in INR terms by taking investment amounts in Equity Securities in INR terms.

6.8 For the avoidance of doubt, it is also clarified that nothing contained in Clause 6.6 and Clause 6.7:

(a) shall be construed as imposing any restrictions on the transferability of Equity Securities held by Helion and FC which shall continue to remain freely transferable in accordance with this Agreement; and

(b) shall be construed as otherwise affecting any of the terms of the Series A CCPS or Series B CCPS, Series C CCPS, Series D CCPS, Series F CCPS and Series H CCPS as contained in Schedule C, Schedule D, Schedule F, Schedule G and Schedule S and Schedule U respectively, except to the extent specified in this Agreement.

It is further clarified that the restrictions on transfer under Clause 6.3 shall not apply on the transfer of Equity Shares pursuant to Clause 6.6 and Clause 6.7.

6.9 Notwithstanding anything to the contrary contained herein, the Parties agree that calculation of the Series F Liquidation Price, CCPS Liquidation Price or the Series A Liquidation Price will be done taking into account the Series F CCPS, Series B CCPS, Series C CCPS, Series D CCPS and Series A CCPS, respectively, held by Helion and FC prior to the exercise of the Deficit Call Option and the Call Option under Clause 6.6 and Clause 6.7.

7. QUALIFIED INITIAL PUBLIC OFFERING

7.1 The Company shall use its best endeavours, and the Sponsors undertake to cause the Company to make best endeavours to, conduct the QIPO, and to list the Equity Securities of the Company on a Relevant Market, on or prior to February 25, 2016 (“QIPO Due Date”), or such other date agreed to in writing by the Investors.

7.2 The Company shall not conduct an IPO other than any IPO approved by all Investors or the QIPO before the QIPO Due Date. Notwithstanding anything to the contrary contained in the

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foregoing provisions of this Clause 7.1, the Investors shall jointly have the right to provide a notice to the Company requiring it to take necessary steps to undertake the QIPO or IPO of the Company, requiring the listing of the Equity Securities (as converted) held by the Investors, on the Relevant Market (the “Demand Notice”) within a period of 180 (one hundred and eighty) days from the date of the Demand Notice. If the Demand Notice is with respect to an IPO, the provisions of Clause 7.3 to Clause 7.10 shall mutatis mutandis apply with respect to such IPO, and reference to the term “QIPO” shall be construed as reference to the term “IPO”.

7.3 If requested by one or more Investors, the QIPO undertaken by the Company under this Clause 7 shall be through an offer for sale, or a combination of a new issue and an offer for sale, of Equity Securities. In such a scenario (i) the Investors may offer their respective shareholdings in the Company on a pro rata basis calculated on a Fully Diluted Basis, and (ii) the Equity Securities offered by the Investors shall be offered for sale in the QIPO prior to the offer for any new Equity Shares to be issued by the Company in the QIPO. If the Investors offer their Equity Securities in any offer for sale, the Sponsors and the Company hereby confirm and undertake to do the following:

(a) Ensure that the total offer of Equity Securities to the public shall constitute not less than such percentage (as prescribed under the prevalent rules and Laws) of the total post issue paid-up share capital to comply with the listing requirements of the Relevant Market;

(b) Provide all material information and ensure compliance with all applicable provisions under the guidelines, the listing agreement of the Relevant Market and other regulations existent at the time of the QIPO and subsequent listing of the Equity Securities of the Company for trading on a Relevant Market;

(c) The Relevant Market(s) on which the Equity Securities offered by the Investors shall be listed, the timing, pricing, appointment of the lead manager, the underwriter and the appointment of an investment bank of international repute as book runner for the offering shall be mutually agreed amongst the Investors, the Sponsors and the Company; and

(d) In the event of an offer for sale in which the Investors offer their Equity Securities, and subject to the Investors providing the Company with requisite authority, the Company agrees to indemnify and hold harmless the Investors for including their Equity Securities in such secondary offering, from and against losses caused by any untrue statement of a material fact contained in any statement or prospectus relating to such secondary offering, or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses are caused by any such untrue statement or omission based upon information furnished in writing to the Company by or on behalf of the relevant Investor (seeking indemnity) expressly for use therein.

7.4 In the event that the Company undertakes the QIPO under this Clause 7, the Sponsors undertake to provide such number of Equity Securities as may be required in addition to the Equity Securities held by the Investors to fulfil the mandatory minimum offer size requirement for achieving the QIPO and listing under applicable Laws. The Company shall obtain all consents and approvals from the Authority as may be necessary to complete the QIPO if the QIPO is to

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be undertaken under this Clause 7.

7.5 If the Investors decide to offer up to 100% (one hundred per cent) of the Equity Securities held by them at the relevant time as part of the QIPO, subject to applicable Laws and the rules and regulations of the Relevant Market(s) on which the Equity Securities are listed pursuant to the QIPO, the Sponsors shall either not offer any Equity Securities for sale or offer for sale such further number of Equity Securities as may be required by applicable Laws to be offered to the public as a condition for obtaining listing on any Relevant Market. The Sponsors shall not withhold approval and shall do all acts and deeds as may be required to effectuate the QIPO and to allow the Investors to exercise their right to offer up to 100% (one hundred per cent) of the Equity Securities held by each of them.

7.6 In case the Equity Securities offered by the Investors for sale through the QIPO exceed the number of Equity Securities that in the opinion of the merchant bankers/investment bankers to the issue are appropriate considering the market appetite and conditions, then the Investors agree to offer their Equity Securities for sale through the QIPO in the following ratio:

The number (and if this is not a whole number, such number rounded to the nearest whole number) obtained by multiplying the number of the Equity Securities of the Company on an Fully Diluted Basis that are to be offered as part of the QIPO by a fraction: (i) the numerator of which shall be the number of Equity Securities of the Company on a Fully Diluted Basis held by the Investor intending to offer its Equity Securities through the QIPO; and (ii) the denominator of which shall be the aggregate number of Equity Securities of the Company on a Fully Diluted Basis held by all the Investors.

7.7 The Sponsors shall do all the acts and deeds required to effectuate the QIPO and to allow the Investors to exercise their right to offer their Equity Securities, including without limitation, preparing and signing the relevant offer documents, conducting road shows, entering into such documents, providing all necessary information and documents necessary for preparing the offer document, obtaining such regulatory or other approvals and doing such further acts or deeds as may be necessary or are customary in transactions of such nature, or do all acts necessary to facilitate the Investors’ right to offer their Equity Securities.

7.8 Subject to applicable Laws, the Investors shall be entitled to freely Transfer up to all of the Equity Securities held by them subsequent to the occurrence of the QIPO and consequent listing of the Equity Securities.

7.9 Subject to applicable Laws, the Investors shall not be considered as a “promoter” of the Company or the issue, and the Equity Securities held by the Investors shall not be subject to any statutory lock-in restrictions with respect to the QIPO. In the event that any Equity Securities are to be made subject to any lock-in in connection with any QIPO, then the Sponsors shall offer their Equity Securities towards such lock-in.

7.10 All costs and expenses relating to the QIPO including statutory filing and registration fees, and fees for advisors and managers to the QIPO, shall be borne by the Company.

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8. REINSTATEMENT OF RIGHTS

8.1 In the event that:

(a) The prospectus or the offer document is filed with the appropriate Authority or the Relevant Market, as applicable, in respect of any proposed QIPO or IPO (as applicable) and, in connection with such filing, such Authority or Relevant Market requires the alteration of the class of any of the Equity Securities held by the Investors and/or the rights attaching to any of the Equity Securities held by the Investors and/or the rights set out in this Agreement (such alterations being, collectively, the “Conforming of Rights”); and

(b) Within 30 (thirty) days following the filing of the prospectus or offer document by the Company (the expiry of such thirty (30) day period, being referred to as the the “Listing Date”), the QIPO or an IPO (as applicable) does not complete such that the entire issued, paid-up and subscribed share capital (other than Equity Shares that are agreed by the Investors to be subject to lock-in post QIPO/IPO) is admitted to trading on a Relevant Market by the expiry of the Listing Date,

then the Investors shall be placed in the same position and shall have the same preferential and other rights, they had the benefit of, immediately prior to the Conforming of Rights, and the Company and the Sponsors shall undertake all necessary actions as may be required by the Investors to ensure that the Investors are placed in the same position, and possess the same preferential and other rights, they had the benefit of, immediately prior to the Conforming of Rights.

8.2 Notwithstanding anything provided in this Agreement, the Company and the Sponsors undertake and covenant to the Investors that they shall, within 10 (ten) Business Days of the Listing Date (if the QIPO or an IPO, as the case may be, has not completed by that date) or the earlier date on which the QIPO or an IPO, as the case may be, is cancelled or discontinued, take all such actions and do all such things as may be requested by the Investors and/or otherwise required. The Sponsors and the Company undertake to enter into any contractual arrangements to restore the Investors’ respective rights to the rights they enjoyed or had the benefit of immediately prior to any Conforming of Rights and support all such decisions and actions, by exercising their respective voting and other rights, to ensure all the necessary, required or requested resolutions of the Board and the Shareholders of the Company, to effect the actions contemplated above, which steps shall include without limitation:

(a) Conversion of the Company into a private limited company;

(b) The alteration of the Articles to include all of the rights attaching to the Applicable Investor Securities immediately prior to the Conforming of Rights.

8.3 If the QIPO/IPO does not complete by 31^st December, 2015 (“IPO Failure Date”), each of IFC, DEG and Proparco shall have the unconditional right to require the Company by way of a written notice (“Swap Notice”) to buyback all or part of the CCDs and/or Proparco CCPS held by them and as a consideration for such buy back of CCDs and/or Proparco CCPS, transfer to IFC, DEG and/or Proparco CCPS (as the case may be) an equal number of compulsorily convertible debentures and/or compulsorily convertible preference shares of AZI that carry

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similar rights and preference in AZI (“AZI Securities”) as are carried by CCDs and/or Proparco CCPS in the Company that are being bought back. It is clarified that no additional amounts or consideration (other than tendering their CCDs and/or Proparco CCPS in the buy back by the Company) shall be payable by IFC, DEG and/or Proparco for the purchase of AZI Securities as stated above. It is further clarified that the right under this Clause 8.3 can be exercised by each of IFC, DEG and Proparco individually. On the receipt of the Swap Notice, the Company shall provide a copy to all Investors and Sponsors at the earliest possible, and shall ensure that the process of buy back of CCDs and/or Proparco CCPS and the transfer of AZI Securities as required by this Clause 8.3 is completed within 30 (thirty) days of the receipt of the Swap Notice by the Company.

On the transfer of AZI Securities to IFC, DEG and/or Proparco (as the case may be), the Company, Sponsors and other Parties to this Agreement shall ensure that IFC, DEG and/or Proparco are made parties to the AZI Shareholders Agreement, which shall be amended to provide IFC, DEG and/or Proparco with similar rights and preference in AZI as were available to them as holders of AZI Securities pursuant to the Existing AZI SHA. All cost and expenses incurred to give effect to this Clause 8.3 shall be borne by the Company or AZI.

All Parties hereby unconditionally agree to execute such contractual arrangements and support all such decisions and actions, by exercising their respective voting and other rights, to ensure all the necessary, required or requested resolutions of the Board and the Shareholders of the Company, to effect the actions contemplated above.

9. BUY-BACK OF EQUITY SECURITIES

9.1 At any time after the expiry of QIPO Due Date, if the Company has not successfully conducted the QIPO, each of the Investors shall have option at its discretion to require the Company to buy back all or part of the Equity Securities held by such Investor in accordance with this Clause 9 (the “Buy Back Option”). In addition to the above, at any time before the expiry of QIPO Due Date, (i) Proparco shall have the right to exercise the Buy Back Option under this Clause 9 in the event of a breach of the terms of Proparco’s policy covenants as specified under Schedule P of this Agreement; (ii) Each of GIF and IFC shall have the right to exercise the Buy Back Option under this Clause 9 in the event of a breach of the terms of IFC Policy Covenants as specified under Schedule K of this Agreement; and (iii) DEG shall have the right to exercise the Buy Back Option under this Clause 9 in the event the Company or any of its Subsidiaries engage in any of the activities as set out in Schedule O of this Agreement.

Upon any of the Investors notifying the Company in writing (the “Buy Back Notice”) of its decision to exercise the Buy Back Option in accordance with the preceding paragraph, the Company shall within 3 (three) Business Days of receipt of the Buy Back Notice inform about the exercise of Buy Back Option and provide a copy of the Buy Back Notice to all other Investors (the “Buy Back Intimation”). It is clarified that on the delivery of Buy Back Notice to the Company by any of GIF, IFC, DEG or Proparco for a breach of the terms of Schedule P, Schedule K and Schedule O in the manner set out above, all Investors shall be entitled to exercise the Buy Back Option. The Company shall initiate the process of buy back of the Equity Securities after the completion of 30 (thirty) Business Days from the date of the Buy Back Intimation (the “Buy Back Start Date”), which date in any event shall not be later than 33 (thirty three) Business Days from the receipt of the Buy Back Notice by the Company. The Company shall consider all the Buy Back Notices delivered by the Investors before the Buy

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Back Start Date for initiating the process of buy back of the Equity Securities.

The Company shall be obligated to buy back from such Investors who have exercised the Buy-Back Option the maximum number of Equity Securities as specified by such Investors in the Buy Back Notice that the Company is permitted to buy back in accordance with applicable Law within the Buy-Back Period (as defined below), and if not permitted by applicable Law to buy back in that period, the Company shall conduct the buyback as and when permitted by applicable Law (from time to time) to the maximum extent permissible till all the Equity Securities specified by the Investors in the Buy Back Notice have been bought back in accordance with this Clause 9.

The ‘Buy-Back Period’ shall mean a period of 60 (sixty) days from the date of the Buy Back Start Date, and for buy back of residual Equity Securities after the first mentioned Buy-Back Period, within a period of 60 (sixty) days starting from the time the Company becomes eligible or entitled to buy-back the Equity Securities. It is clarified that, if the Company is not permitted to buy back within a period of 60 (sixty) days from the date of the Buy Back Start Date due to any reason, including the Company not having satisfied the financial tests as required by applicable Law for the buyback of shares, then the Company shall undertake such buy-back in the succeeding Buy-Back Periods as permitted by applicable Law, along with the buy-back pursuant to Buy Back Options exercised by any other Investor.

In is agreed that subject to compliance with the applicable Law, the buyback of the CCDs may be implemented by the Company by way of redemption of the CCDs for the amounts and preference as set out in this Clause 9, and all provisions of this Clause 9 shall apply mutatis mutandis to such redemption as are applicable to the buyback of Equity Securities.

9.2 Notwithstanding anything contained in the Transaction Documents, if required by applicable Law, any Investor exercising its Buy-Back Option under this Agreement shall convert the Equity Securities held by it into Equity Shares of the Company in accordance with Schedule C to Schedule J and Schedule R, Schedule S, Schedule T and Schedule U (as the case may be) of this Agreement prior to the actual buy-back, and the Company shall take all such steps to ensure such conversion. For the avoidance of doubt, it is hereby clarified that Equity Shares of the Company held by IFC, DEG and/or Proparco pursuant to the conversion of the CCDs and Proparco CCPS shall be treated at par with the remaining Equity Shares of the Company for the purposes of this Clause 9, save and except where the CCDs and Proparco CCPS are converted into Equity Shares of the Company on or immediately prior to and only in connection with IFC, DEG and/or Proparco exercising its Buy-Back Option under this Agreement, in which case, notwithstanding anything to the contrary contained herein, the Equity Shares issued to the holder of the CCDs and Proparco CCPS will be entitled to priority in terms of payment in the like manner as the CCDs and Proparco CCPS, as set out in Clause 9.3.

9.3 The Buy-Back Option shall be exercised in accordance with, and subject to, applicable Laws. In the event that all the Equity Securities (including Equity Shares issued upon conversion of the Equity Securities) as specified by the Investors cannot be bought back by the Company due to operation of Law (including the Act), and if on the date of the Buy Back Notice, the number of Equity Securities that can be bought back by the Company is less than the number of Equity Securities that are required by the Investors to be bought back, the Company undertakes to effect a buy back in accordance with Clause 9.3.2.

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9.3.1 In the event that the buy-back is effected under this Clause 9.3, (a) the Parties agree that they shall honour the buy-back preferences under Clause 9.3.2 and to the extent necessary to honour the provisions of Clause 9.3.2, they shall not tender their Equity Securities for buy-back nor shall they raise any objection to the Company accepting the tender by the other Investors of the Equity Securities held by them under such Buy Back Option; and (b) the Sponsors undertake that they shall not tender their Equity Securities for buy-back nor shall they raise any objection to the Company accepting the tender by the Investors of the Equity Securities held by them under such Buy-Back Option.

9.3.2 Buy-Back Preferences

(a) Buy back of CCDs and Proparco CCPS

The Company shall first buy back all the CCDs and Proparco CCPS for an amount equal to their respective Senior Liquidation Price plus any accrued and unpaid interest, within the Buy Back Period, in pro rata proportion to the amount due to them in this Clause 9.3.2(a).

(b) Buy back of Series H CCPS

After buying back all of CCDs and Proparco CCPS in accordance with Clause 9.3.2 (a) above, the Company will buy-back all Series H CCPS for an amount that provides the holders of the Series H CCPS an amount equal to Series H Liquidation Price plus any accrued and unpaid dividends thereon, within the Buy Back Period, in pro rata proportion to the amounts due to the holders of the Series H CCPS under this Clause 9.3.2(b).

(c) Buy back of Series F CCPS

After buying back all of CCDs, Proparco CCPS and Series H CCPS in accordance with Clause 9.3.2 (a) and Clause 9.3.2 (b) above respectively, the Company will buy back such number of Series F CCPS for an amount that provides the holders of the Series F CCPS an amount equal to 150% (one hundred and fifty percent) of the Series F Investment Amount, plus any accrued and unpaid dividends thereon, within the Buy Back Period, in pro rata proportion to the amounts due to the holders of the Series F CCPS under this Clause 9.3.2(c).

The number of Series F CCPS to be bought back under this Clause 9.3.2 (c) shall be such that after the buy-back in accordance with this Clause 9.3.2 (c), the holders of the Series F CCPS are left with such number of Series F CCPS as will be required by them to receive amounts pursuant to Clause 9.3.2 (f).

(d) Buy back of Series B CCPS/ Series C CCPS/ Series D CCPS

After buying back all of (i) CCDs and Proparco CCPS in accordance with Clause 9.3.2 (a) above; and (ii) Series H CCPS in accordance with Clause 9.3.2 (b) above; and (iii) Series F CCPS in accordance with Clause 9.3.2 (c) above,

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the Company will buy back all Series B CCPS, Series C CCPS and Series D CCPS for an amount that is equal to 200 % (two hundred per cent) of the Series B Investment Amount, Series C Investment Amount and Series D Investment Amount, as applicable, plus any accrued and unpaid dividends, within the Buy Back Period, in pro rata proportion to the amounts due to them in this Clause 9.3.2(d).

(e) Buy back of Series A CCPS

After buying back all the Equity Securities in accordance with Clause 9.3.2 (a), (b), (c) and (d) above, the Company will buy back all Series A CCPS for an amount equal to 140% (one hundred and forty per cent) of the Series A Investment Amount plus any accrued and unpaid dividends, within the Buy Back Period, in pro rata proportion to the amounts due to them in this Clause 9.3.2 (e).

(f) Buy Back of remaining Shares

After honouring the buy-back preferences under this Clauses 9.3.2(a), (b), (c), (d) and (e), the Company may buy back Equity Shares of the Company, in a manner such that the holders of the outstanding Series F CCPS are entitled participate in the buy-back pro rata along with the holders of other Equity Shares. Notwithstanding the foregoing, the holders of Series F CCPS shall be entitled to an amount not more than the Series F Participation pursuant to the buy back in this Clause 9.3.2(f). It is clarified that the number of Equity Shares that the outstanding Series F CCPS shall be converted into for the purpose of this Clause 9.3.2(f) shall be determined such that the holders of the outstanding Series F CCPS do not receive any amount in excess of Series F Participation. The Company shall not buy-back Equity Shares under this Clause 9.3.2(f) from any holder of Equity Shares unless such buy back provides an opportunity to the holders of Series F CCPS to receive their Series F Participation as set out above.

Upon exercise of the Buy-Back Option in accordance with Clause 9.3 above:

(i) if all or some of the Series B CCPS or Series D CCPS are converted into Equity Shares of the Company (other than for receiving their respective entitlement in the manner provided in Clause 9.3.2) on or immediately prior to the exercise of the Buy-Back Option under Clause 9.3.2; and

(ii) if the holders of Series F CCPS have not converted their respective Series F CCPS into Equity Shares (or have converted their respective Series F CCPS into Equity Shares for receiving their respective entitlement in the manner provided in Clause 9.3.2) and have exercised their right to the Series F Participation, pursuant to exercise of which, amounts to be received by IFC (with respect to Series B CCPS and Series D CCPS held by it that have been converted into Equity Shares, other than for receiving their respective entitlement in the manner provided in Clause 9.3.2) from the proceeds available from the exercise

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of the Buy-Back Option is less than the amounts IFC would have otherwise received (with respect to Series B CCPS and Series D CCPS held by it that have been converted into Equity Shares other than for receiving their share in the proceeds available from the buy-back of Equity Securities) if the holders of Series F CCPS had not exercised the right of Series F Participation (the difference of such amount hereinafter referred to as the “Buy-Back Differential Amount”),

then, the Sponsors shall through a suitable mechanism (as agreed upon with IFC) ensure that IFC receives the Buy-Back Differential Amount simultaneously with the amounts received by the holders of Series F CCPS pursuant to Series F Participation.

9.4 After all the payments have been made in accordance with Clause 9.3.2 (a), (b), (c), (d),(e) and (f) above, the Investors shall have no right whatsoever in respect to any proceeds remaining with the Company. However, nothing contained in the preceding sentence shall restrict the rights available to the Investors under the applicable Law, including a right to claim damages for breach of the Transaction Documents.

9.5 The Sponsors agree and undertake that they shall honour the buy-back obligations of the Company as set out in this Clause 9.

9.6 For the purposes of this Clause 9, the entitled amounts of the holders of Equity Securities shall be calculated in INR terms by taking investment amounts in Equity Securities in INR terms. However, at the time of payment of amounts to the holders of Equity Securities, the INR entitled amounts arrived at shall be converted into USD amount by applying the reference rate of the Reserve Bank of India for USD-INR conversion as on the date on which such payment is effected and the payment shall thereupon be made in USD amounts. Nothing contained in this Clause 9.6 shall apply in relation to Series H CCPS, and the calculation of entitled return and payment thereof to the holders of Series H CCPS shall be in USD terms.

9.7 If the Company intends to request a buyback of the equity securities it holds in AZI to generate cash required to pay for the buyback of the Equity Securities held by the Investors under this Clause 9, then the Company shall cause AZI to initiate and complete the buyback of the equity securities of AZI held by the Company that carry similar rights and preference in AZI as are carried by the Equity Securities in the Company that are required to be bought back by the Company pursuant to this Clause 9. The buyback of the equity securities of AZI shall be done on a proportionate basis to the number of Equity Securities in the Company that are required to be bought back by the Company. The buyback of the equity securities of AZI shall be in accordance with the AZI Shareholders Agreement.

9.8 Without prejudice to the rights of the Investors to exercise the Buy Back Option, if the Company is not able to buyback the CCDs and/or Proparco CCPS from IFC, Proparco and/or DEG (if required by them) within 60 (sixty) days from the date of the Buy Back Start Date, then IFC, Proparco and/or DEG shall have the option to exercise their rights as set out in Clause 8.3 above with respect to the CCDs and/or Proparco CCPS which have not been bought back by the Company.

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9A BUY-BACK FROM IFC, DEG OR PROPARCO

9A.1 Buy Back at IFC’s/ DEG’s/ Proparco’s Option

(a) Without prejudice to Clause 9, if upon conversion (where the conversion ratio for the CCDs is as provided in paragraph 4.2 of Schedule E, Schedule H, Schedule I and Schedule R as applicable, and for Proparco CCPS as provided in paragraph 4.2 of Schedule J and Schedule T, as applicable), the CCDs and Proparco CCPS do not provide IFC, DEG and/or Proparco their respective Required Return, then IFC, DEG and/or Proparco may, within 15 (fifteen) Business Days from the date of the conversion of the CCDs and Proparco CCPS, by a written notice (“IFC/DEG/Proparco Buy-Back Notice”) to the Company, require the Company to buy back all the Equity Shares acquired by IFC, DEG and/or Proparco upon conversion of their respective CCDs and Proparco CCPS. For the purposes of the above conversion of the CCDs and Proparco CCPS, the Parties shall rely on a valuation of the Company done in accordance with paragraph 4.2(i)(b) of Schedule E, Schedule H Schedule I, Schedule J, Schedule R and Schedule T, as applicable.

(b) Upon receipt of the IFC/ DEG/ Proparco Buy Back Notice, the Company shall be obligated to buy back, in accordance with applicable Law, all Equity Shares acquired by IFC, DEG and/ or Proparco upon conversion of the CCDs and Proparco CCPS, within a period of 30 (thirty) Business Days from the date of the IFC/ DEG/ Proparco Buy Back Notice (“IFC/DEG/ Proparco Buy Back Option”). If the Company is not permitted to buy back all Equity Shares acquired by IFC, DEG and/or Proparco within a period of 30 (thirty) Business Days from the date of the IFC/DEG/Proparco Buy-Back Notice due to restrictions under applicable Law, the Company shall buy back the maximum number of Equity Shares held by IFC, DEG and/or Proparco in such manner as permitted by applicable Law till all the Equity Shares held by IFC, DEG and/or Proparco are bought back in accordance with this Clause 9A.1.

(c) The said Equity Shares shall be bought back by the Company for an amount equal to the applicable Senior Liquidation Price plus any accrued and unpaid interest. Provided that if the IFC/ DEG/ Proparco Buy Back Option is proposed to be exercised prior to the expiry of QIPO Due Date, then the Company shall require the consent of Helion and FC prior to completing the buyback. Provided however, consent shall not be required from Helion and FC where the buy-back is undertaken by the Company under Clause 9.

9A.2 Buy Back at Company’s Option

Without prejudice to Clause 9, if upon conversion (where the conversion ratio for the CCDs and Proparco CCPS is as provided in paragraph 4.2 of Schedule E, Schedule H, Schedule I, Schedule J, Schedule R and Schedule T, respectively), the CCDs and Proparco CCPS provides IFC, DEG and/ or Proparco (as the case may be) a return in excess of their respective Required Return, then the Company may, within 15 (fifteen) Business Days from the date of the conversion of the CCDs and Proparco CCPS, subject to the prior approval of Helion and FC, by a written notice (“Company Buy

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Back Notice”) to IFC, DEG and/ or Proparco, have the right to buy back and IFC, DEG and/ or Proparco shall have the obligation to offer for buy back, such number of Equity Shares as is required to reduce IFC’s or DEG’s or Proparco’s shareholding to such percentage as is adequate to give IFC, DEG and/ or Proparco their respective Required Return.

For the purposes of the above conversion the Parties shall rely on a valuation of the Company done in accordance with paragraph 4.2 (i)(b) of Schedule E, Schedule H, Schedule I, Schedule J, Schedule R and Schedule T, as applicable.

The said Equity Shares shall be bought back by the Company at the lowest price permissible under Law, within 30 Business Days from the date of the Company Buy Back Notice (“Company Buy Back Option”).

9A.3 In the event that the buy-back is effected under Clause 9A.1 or Clause 9A.2, then the Sponsors and Helion and FC agree that, they shall not tender their Equity Securities for buy back nor shall they raise any objection to the Company accepting the tender by IFC, DEG and/or Proparco of the Equity Shares held by it under the IFC/ DEG/Proparco Buy Back Option or the Company Buy Back Option.

9A.4 The Sponsors agree and undertake that they shall honor the buy-back obligations of the Company as set out in this Clause 9A.

9A.5 It is hereby clarified that the rights of IFC, DEG and/or Proparco under Clause 9A.1 are without prejudice and are independent to the rights of IFC, DEG and/or Proparco under Clause 9 of the Agreement, and that the exercise by IFC, DEG and/or Proparco of rights under either Clause 9 or Clause 9A.1 shall not preclude IFC, DEG and/or Proparco from exercising rights under the other clause.

9A.6 For the purposes of this Clause 9A, the entitled amounts of the holders of Equity Securities shall be calculated in INR terms by taking investment amounts in Equity Securities in INR terms. However, at the time of payment of amounts to the holders of Equity Securities, the INR entitled amounts arrived at shall be converted into USD amount by applying the reference rate of the Reserve Bank of India for USD-INR conversion as on the date on which such payment is effected and the payment shall thereupon be made in USD amounts.

10. BORROWINGS & FUNDING

The Parties hereto expressly agree that in the event the Company proposes to borrow funds from any Person, including but not limited to banks and financial institutions, the Investors shall not be asked, or be required to give any warranties, letter of comfort and/ or guarantees, of any nature whatsoever for any loans or with regard to any aspect of the business or functioning of the Company.

11. MANAGEMENT OF THE COMPANY

11.1 Directors

The business and affairs of the Company shall be managed by the Board.

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11.2 Board Composition

11.2.1       (i) IFC shall have the right to nominate 1 (one) Director to the Board (“IFC Nominee Director”);

(ii) GIF shall have the right to nominate 1 (one) Director to the Board of the Company (“GIF Director”);

(iii) Helion shall have the right to nominate 1 (one) Director on the Board of the Company (the “Helion Director”);

(iv) FC shall have the right to nominate 1 (one) Director on the Board of the Company (the “FC Director”);

(v) the Sponsors shall have the right to nominate 2 (two) Directors to the Board (“Sponsor Directors”), provided such Sponsor Directors shall be Employees or Shareholders or consultants of the Company or AZI; and

(vi) shareholders who are holding more than 50% (fifty percent) of the share capital of the Company on a Fully Diluted Basis shall have the right to nominate at least 1 (one) Director on the Board as an independent director (“Independent Director”) and two other Directors who are ordinarily resident in Mauritius. Mr. Robert Kelly and Ms. Diane Farell shall be the Independent Directors initially.

11.2.2 Proparco shall have the right to nominate 1 (one) Director to the Board (“Proparco Director”) as long as the IFC Nominee Director is not nominated to the Board by IFC, and on the appointment of the IFC Nominee Director on the Board, the Proparco Director (if nominated to the Board) shall automatically vacate the office of the Director.

If at any time after his appointment, the IFC Nominee Director is no longer serving on the Board due to any reason, and such vacancy has not been filled in accordance with Clause 11.2.1 within a period of 2 (two) months, then Proparco shall have the right to nominate the Proparco Director on the Board till the time the IFC Nominee Director is not nominated on the Board by IFC.

It is clarified that vacation of the office of the Director by the Proparco Director as required under the preceding paragraph shall not affect or waive Proparco’s right to nominate a director on the Board if it again becomes eligible to nominate a Director in accordance with this Clause 11.2.2.

Nothing contained in this Clause 11.2.2 shall affect IFC’s right to nominate a director on the Board at its discretion in accordance with Clause 11.2.1.

11.2.3 Each of the Nominating Investors shall have a right to nominate a Director on the Board in accordance with this Clause 11.2 as long as such Nominating Investor holds at least 2% (two per cent) of the total issued and paid up share capital of the Company on a

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Fully Diluted Basis.

11.2.4 If the IFC Nominee Director is not an employee of IFC, then the Company shall pay sitting fees and reimburse travel and other expenses of such Director for attending the meetings of the Board (including any sub-committee) thereof subject to a cap of US$10,000 (Dollars Ten Thousand) per year.

11.2.5 The Company shall reimburse the reasonable travel and other expenses incurred for attending the meetings of the Board (including any sub-committees) by the GIF Director.

11.3 Removal of a Director

The Party nominating a Director pursuant to Clause 11.2 shall have a right to require the removal of the Director nominated by such Party by giving a written notice to the Company. On the receipt of such notice by the Company, the Company shall convene a shareholders’ meeting to resolve on the removal on the Director, and the Shareholders hereby agree to vote and pass appropriate resolution to give effect to the removal of the Director as requested by the Party nominating such Director. The Parties agree that with respect to the Investor Directors and Sponsor Directors, in pursuance of Clause 11.2, the power to nominate and to propose a removal of a Director lies solely with the Party so entitled to nominate that Director. The Party nominating a Director shall from time to time, by like notice, have the right to appoint any other person to be a Director in the place of the Director so removed or in the place of any Director vacating office as a result of being removed by the Shareholders.

11.4 No Qualification Shares

A Director does not need to hold any qualification shares.

11.5 Term of Directors

The Directors in Clause 11.2.1 and Clause 11.2.2 shall hold office at the pleasure of the Nominating Investors and may be substituted at any time by the Nominating Investors by notice to the Company. The Directors, as then constituting the Board, and/or the Shareholders shall pass required resolutions in order to appoint or remove a person as a Director as advised by the respective Nominating Investor by notice to the Company.

11.6 Casual Vacancies

If any Director resigns, vacates or is removed from office before his term expires, the resulting casual vacancy may be filled by a nominee of the Party who originally nominated the Director vacating office, but any Person so nominated, shall retain his office only so long as the vacating Director would have retained the same, if no vacancy had occurred. The Parties agree that in the case of any casual vacancy in the office of the Independent Director or the Directors that are resident of Mauritius, the same shall be filled in accordance with Clause 11.2.1(vi).

11.7 Proceedings of the Board

11.7.1 Number of Board meetings and Venue

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The Board shall meet at least 4 (four) times in every calendar year and at least once in every calendar quarter. Meetings of the Board shall ordinarily be held in Mauritius. A Board meeting may also be held outside Mauritius at such other places as may be agreed by a majority of the Directors, from time to time. A Board meeting may also be held by teleconference or video conferencing and/ or the presence of a Director at a meeting may be recorded if he is present over telephone or video conferencing, and shall be counted for the purpose of quorum.

11.7.2 Convening meetings of the Board

Any Director may, and the company secretary, shall on the requisition of a Director, summon a meeting of the Board, in accordance with the notice and other requirements set out in this Clause 11.7.

11.7.3 Notice for Board Meetings

At least 15 (fifteen) Business Days prior a written notice shall be given to each of the Directors of any meeting of the Board. A meeting of the Board may be held at shorter notice with the written consent (which may be signified by letter, facsimile or e-mail with receipt acknowledged) of all Directors, or where all Directors attend the meeting without protest.

11.7.4 Contents of Notice

Every notice convening a meeting of the Board shall set forth in full and sufficient detail the business to be transacted thereat, and no item or business shall be transacted at such meeting unless the same has been stated in full and in sufficient detail in the notice convening the meeting, except as otherwise consented to by all the Directors, or their alternates, present at the meeting. The draft resolutions and other documents for all matters to be considered at the Board meeting must be furnished to all the Directors at least 7 (seven) Business Days prior to the date of the proposed Board meeting, except where such meeting is called on shorter notice. The secretary of the Company shall prepare the notice for the meetings. If the secretary is unavailable, unwilling or unable to do so, the Director that summoned the meeting shall prepare the notice.

11.7.5 Quorum for the Board Meetings

(i) The quorum for a Board meeting shall require the presence of the IFC Nominee Director (if nominated by IFC), the Proparco Director (if nominated in accordance with Clause 11.2.2), the GIF Director, 1 (one) Sponsor Director, 1 (one) from among the Helion Director and FC Director and 1 (one) Director who is ordinarily resident in Mauritius. A meeting of the Board shall not be held or continued without meeting the requirement of this Clause 11.7.5, unless such Director has expressly waived the requirement for his presence either in writing or by facsimile transmission and in that case that Director shall not be required for quorum.

Notwithstanding anything contained in this Clause 11.7.5 (i) above, in the

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event any of the Director as required to form quorum is unable to attend the scheduled Board meeting, he shall provide a written request to the Company, at least 5 (five) days prior to the date of the proposed Board meeting, to postpone the Board meeting (the “Postponement Notice”), in which case such Board Meeting shall be postponed to such date which shall not be later than 7 (seven) days from the date of the scheduled Board meeting. In the event such a Director fails to provide a valid Postponement Notice, the Board meeting shall convene as scheduled without the Director who has failed to give the Postponement Notice and the Directors present at such meeting shall constitute the quorum. In the event a Director provides the Postponement Notice and, thereafter is not present or has not nominated an alternate on his behalf at the rescheduled Board Meeting, then the Board can proceed with such Board meeting and its agenda without the Director who has served the Postponement Notice and is absent from such rescheduled Board meeting and the Directors present at the meeting shall constitute the quorum.

(ii) Notwithstanding anything contained in Clause 11.7.5 (i), the quorum for any Board meeting (including a rescheduled Board meeting) in which the agenda includes the items in Schedule L and Schedule M shall require the presence of the Helion Director, FC Director, Proparco Director (if appointed), IFC Nominee Director (if appointed) and GIF Director.

11.7.6 Committees of the Board

A committee of Directors or other Persons, to whom any powers of the Board are delegated, can be appointed only by the Board. The Nominating Investors shall have the right to have their nominees as members of any such committee, the number of such nominees being subject to Board approval. The provisions pertaining to the Board in this Agreement shall also pertain to every committee of the Board.

11.7.7 Circular Resolutions

The Board may act by written resolution, or in any other legally permissible manner, on any matter, except matters which by Law may only be acted upon at a meeting. Subject to any restrictions imposed by Law and the provisions of Clause 11.8 of this Agreement, no written resolution shall be deemed to have been duly adopted by the Board, unless such written resolution has been approved by all Directors.

11.7.8 Chairman

The Chairman of the Board shall be selected by the members of the Board at every Board meeting. The Chairman shall not have a casting vote.

11.7.9 Alternate Directors

The Board shall, if requested by the original Director or the Party that nominated the original Director, appoint an alternate director to act as a Director during the absence of any Director from Mauritius. The original Director in whose place such alternate director is to be appointed, or failing him the Party that appointed the original Director,

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shall recommend the alternate Director to the Board. The alternate Director shall, ipso facto vacate office as and when the original Director returns to Mauritius. The alternate Director shall have such powers and rights as are available to the original Director in whose place such alternate Director is appointed.

11.8 Restrictions on the Powers of the Board and the Shareholders

11.8.1 Notwithstanding anything to the contrary contained in this Agreement, but subject to the terms of Clause 11.8.4 of this Agreement, the decisions on items mentioned in Schedule L shall not be taken and/or implemented by the Company and its Subsidiaries at a meeting of their respective board of directors or at a meeting of their respective shareholders unless the prior written consent in favour of such decision has been obtained from all the Investors.

11.8.2 Notwithstanding anything to the contrary contained in this Agreement but subject to the terms of 11.8.4 of this Agreement, the decisions on items mentioned in Schedule M, shall not be taken and/or implemented by the Company and its Subsidiaries, at a meeting of their respective board of directors or at a meeting of their respective shareholders, unless the prior written consent in favour of such decision has been obtained from the Majority Investors. For the purpose of this Clause, the term “Majority Investors” shall mean the Investors who by virtue of their shareholding collectively hold more than 50% (fifty per cent) of the aggregate shareholding of the Investors in the Company on an As If Converted Basis. Any of the Investors will only be included in the definition of Majority Investor only till such time till they hold 5% (five per cent) of the shareholding of the Company on an As If Converted Basis.

11.8.3 Upon the Transfer of the CCDs and/or Proparco CCPS from IFC, DEG and/or Proparco (as the case may be) to any Person, the decisions on items mentioned in Schedule M, shall not be taken and/or implemented by the Company and its Subsidiaries, at a meeting of their board of directors or at a meeting of their Shareholders, unless the prior written consent in favour of such decision has been obtained from the Super-Majority Investors. For the purpose of this Clause, the term “Super-Majority Investors” shall mean the Investors who by virtue of their shareholding (excluding any of the CCDs that are continued to be held by IFC and/or DEG and the Proparco CCPS that are continued to be held by Proparco) collectively hold more than 85% (eighty five per cent) of the aggregate shareholding of the Investors in the Company on an As If Converted Basis. Any of the Investors will only be included in the definition of Super Majority Investor only till such time till they hold 5% (five per cent) of the shareholding of the Company on an As If Converted Basis. For the purpose of this Clause 11.8.3, the Investors shall include the transferees of the Equity Securities held by the Investors. It is clarified that nothing contained in this Clause 11.8.3 shall affect rights of the Investors under Clause 11.8.2.

11.8.4 Upon the Transfer of any Equity Securities of the Company to a Competitor, the following items of Schedule L shall be deleted from Schedule L and moved to Schedule M and the provisions of Clause 11.8.2 and Clause 11.8.3 shall then also apply to the following items:

(i) Any sale or disposal of Assets of value more than USD 5,000,000 (United

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States Dollar Five Million) (other than pursuant to charge(s) on Assets created for securing borrowing(s) approved by Majority Investors under paragraph 9 of Schedule M);

(ii) Giving of any guarantee or comfort letter by the Company or any Subsidiary to any Person that is not in relation to securing project finance, working capital limits or non-fund based facilities availed for solar power projects of the Company or any Subsidiary;

(iii) Entry into, amendment or termination of any agreement or commitment which imposes or is likely to impose obligations on the Company to make payments or otherwise incur liabilities exceeding the budget approved by the Board, except automatic authorization to the CEO in accordance with point 1 of Schedule M; and

(iv) Incurring any single item of capital expenditure (including acquiring a business or asset) greater than INR 10,000,000 (Indian Rupees Ten Million).

11.9 The Parties agree that the Company is entitled to set up (direct or indirect) wholly owned subsidiaries to execute the power projects granted to the Company, subject to Clause 11.8. The Company and the Sponsors shall undertake to constitute the same structure of the board of directors as set out in Clause 11.2 in all the Subsidiaries of the Company.

11.10 Liability of Investor Directors

The Sponsors and the Company expressly agree and undertake that each of the GIF Director, Helion Director, FC Director, Proparco Director and the IFC Nominee Directors, if appointed, shall not be in charge of, or responsible for the day to day management of the Company and shall not be liable for any default or failure of the Company in complying with the provisions of any applicable Laws, including but not limited to, defaults under the applicable Laws.

11.11 Indemnification

The Company agrees to indemnify all Directors to the maximum extent permitted by applicable Law, and shall enter into appropriate indemnification agreements with each Director reiterating the same. The Articles shall provide the broadest indemnification of directors permitted by Law. In addition to the above, the Company and the Sponsors agree to jointly and severally indemnify and keep each of IFC, DEG, GIF, FC, Helion and Proparco and their Affiliates, together with their respective officers, directors, employees, Affiliates, and agents (the “Indemnified Parties”), indemnified, on demand, against each loss, liability and cost (including legal and other professional costs) suffered or incurred by the Indemnified Parties arising out of or in connection with the breach by the Sponsors and or the Company of the terms, conditions, representations, undertakings, warranties or other covenants or other provisions entered into or given by the Sponsors and/or the Company as contained in the Transaction Documents or in respect of, or in any manner related to, any act or omission of the Sponsors and/or the Company.

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11.12 Board of Directors of AZI

The Parties acknowledge that the Company has a right to nominate 4 (four) directors on the board of directors of AZI. The Investors shall have the right to nominate these directors on the board of directors of AZI in such manner as they have under this Agreement with respect to the appointment of Directors on the Board of the Company. On receipt of a written notice from any Investor to appoint its nominee as a director on the board of directors of AZI, the Company shall take all required steps to ensure that the nominee of the Investor is appointed as a director on the board of directors of AZI. The Investor nominating a director on the board of directors of AZI shall also have the right to require the removal of the director nominated by such Investor by giving a written notice to the Company.

12. SHAREHOLDERS MEETINGS

12.1 Shareholders’ Meetings

An annual meeting of the Shareholders of the Company shall be held in accordance with the Act. Subject to the foregoing, the Board may convene a special meeting of the Shareholders whenever it deems appropriate.

12.2 Notice for Shareholders’ Meetings

At least 21 (twenty-one) days prior written notice of every meeting of the Shareholders shall be given to all Shareholders whose names appear on the Register of Members of the Company. A meeting of the Shareholders may be called by giving shorter notice with the written consent of all Shareholders, or where all Shareholders attend the meeting without protest.

12.3 Contents of Notice

The notice to Shareholders shall specify the place, date and time of the meeting. Every notice convening a meeting of the Shareholders shall set forth in full and sufficient detail the business to be transacted thereat, and no business shall be transacted at such meeting unless the same has been stated in the notice convening the meeting. The draft resolutions to be considered at the shareholders meetings must be furnished to all the Shareholders along with the notice of the proposed meeting of the Shareholders.

12.4 Chairman for Shareholders’ Meeting

The Chairman of the immediately preceding Board meeting shall act as the Chairman of the meeting of the Shareholders, except (a) in the event such individual is not present for the meeting of the Shareholders, in which case the Shareholders may elect any other person as the Chairman, and (b) in the case of a meeting requisitioned by any Shareholders, in which case the Shareholders may elect any other person as the Chairman. The Chairman shall have no second or casting vote.

12.5 Proxies

Any Shareholder of the Company may appoint another Person as his proxy (and in case of a corporate Shareholder, an authorized representative) to attend a meeting and vote thereat on

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such Shareholder’s behalf, whether on poll or show of hands, provided that the power given to such proxy must be in writing.

12.6 Quorum for Shareholders’ Meetings

The presence of the authorised representative of each of the Investors shall be required to constitute quorum for a meeting of the Shareholders.

12.7 Adjournment of Shareholders’ Meetings for lack of Quorum

If within half an hour from the time appointed for holding a general meeting of the Company, a quorum is not present, the meeting shall stand adjourned for a period determined by the Board, but not less than 7 (seven) days. Notice of the adjourned meeting shall be provided to all the Shareholders along with the draft resolutions to be considered at the meetings at least 5 (five) days prior to the date of the adjourned meeting. The quorum requirements set out at Clause 12.6 above shall apply at such adjourned meeting as well.

13. EXERCISE OF VOTING & OTHER RIGHTS BY PARTIES

13.1 The Investors and the Sponsors jointly undertake to ensure that they, their representatives and proxies representing them at the meetings of the Shareholders of the Company shall at all times exercise their votes and through their respective appointed/ nominated Directors (or alternate directors) at Board meetings and otherwise, act in such manner so as to comply with, and to fully and effectually implement the spirit, intent and specific provisions of this Agreement.

13.2 If a resolution contrary to the terms of this Agreement is proposed at any meeting of Shareholders or at any meeting of the Board or any committee thereof, the Investors and the Sponsors, their representatives (including proxies) and their respective appointed/ nominated Directors (or alternate directors), shall vote against the same; provided, however, that if for any reason such a resolution is passed, the Shareholders shall, as necessary jointly convene or cause to be convened a meeting of the Board or any committee thereof or an extraordinary general meeting of the Shareholders for the purpose of implementing the terms and conditions of this Agreement and to give effect thereto, and to supersede such resolution.

13.3 The Investors and the Sponsors jointly agree and undertake to ensure that they shall abide by the terms of the CCDs, Series B CCPS, Series C CCPS, Series D CCPS, Series F CCPS, Series H CCPS, Proparco CCPS and the Series A CCPS, as set out in this Agreement, and that they, their representatives and proxies representing them at the meetings of the Shareholders of the Company shall at all times exercise their votes and through their respective appointed/nominated Directors (or alternate directors) at Board meetings and otherwise, act in such manner so as to comply with, and to fully and effectually implement the terms of the CCDs, Series B CCPS, Series C CCPS, Series D CCPS, Series F CCPS, Series H CCPS, Proparco CCPS and the Series A CCPS, as set out in this Agreement.

13.4 From and after the issuance of the Equity Securities in accordance with the terms of the Transaction Documents, the Company shall exercise its voting rights in its Subsidiaries in such a manner so as to ensure that (A) the provisions with respect to consent rights of Investors under this Agreement, including Clause 11.8, are given effect to; and (B) each Shareholder of the Company is able to vote on every resolution relating to the Subsidiary, to the extent of the

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voting rights available to the Shareholder in the Company.

13.5 It is agreed that nothing contained in this Clause 13 shall affect the fiduciary duties and other obligations of the Directors as prescribed by the Act.

14. INFORMATION RIGHTS

14.1 For so long as each of the Investors holds any Equity Securities in the Company, the Company shall furnish to the Investors and/ or their assignees/ nominees the following:

(a) Monthly, quarterly and annual financial statements of the Company prepared in accordance with United States GAAP (General Accepted Accounting Principles) and its Subsidiaries prepared in accordance with Indian GAAP (including an income statement, a statement of cash flow, a balance sheet, detailed break-down of working capital, including an aging analysis and comparisons to budget) within 15 (fifteen) days of the end of each month, within 30 (thirty) days of the relevant quarter, annual unaudited Accounts within 45 (forty five) days of the end of the Financial Year and annual audited financials within 90 (ninety) days of the end of the Financial Year. The formats of all such financial statements shall be mutually agreed amongst the Company, the Sponsors and the Investors.

(b) A certificate signed by the chief financial officer of AZI or a similar ranking employee of AZI on a quarterly basis certifying (i) that AZI has fulfilled and complied with the terms of all guarantees, comfort letters or any other security provided by AZI with respect to any loans or other borrowings availed by its Subsidiaries, (ii) that no breach or other event of default has occurred or is reasonably likely to occur in relation to the loans or other borrowings availed by the Subsidiaries from any bank or financial institution, and (iii) in case a breach or any other event of default has occurred or is reasonably likely to occur in relation to the loans or other borrowings availed by the Subsidiaries, the actions or steps taken by AZI and/or its Subsidiaries to remedy or prevent such breach or any other event of default, in each case in the form as required by the Investors. A certificate signed by the chief financial officer of the Company or a similar ranking employee of the Company covering all of the above mentioned particulars on an annual basis. The above mentioned certificates shall be provided along with the quarterly or annual financial statements of the Company respectively within the time period mentioned in sub-clause (a) above.

(c) Annual Business Plan and Budget of the Company and its Subsidiaries (including quarterly budget containing an income statement, a statement of cash flow, a balance sheet and detailed breakdown of working capital and head count), no later than 45 (forty five) days after the beginning of the Financial Year.

(d) Audited Accounts of the Company (both consolidated and unconsolidated) in accordance with US GAAP, and of AZI (both consolidated and unconsolidated) and its Subsidiaries in accordance with Indian GAAP (Generally Accepted Accounting Principles) within 120 (one hundred and twenty) days of the end of the Financial Year.

(e) Brief quarterly reports including a narrative describing the progress to-date of the Company and its Subsidiaries within 30 (thirty) days of the end of each quarter.

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(f) all information as required by Schedule W with respect to the Company and its Subsidiaries on an annual basis within 90 (ninety) days from the end of each Financial Year;

(g) Any material information including appointment/ resignation of any key employee of the Company and its Subsidiaries other than the Key Managerial Personnel within a period of 7 (seven) days from the Company possessing knowledge of the same.

(h) All other information reasonably requested by the Investors or the Sponsors, as the case may be, or their nominees on the Board from time to time.

(i) All other information reasonably requested by Helion and FC or the Investor Directors appointed by Helion and FC, together, from time to time, which is required by either Helion or FC to meet its regulatory and tax obligations in any jurisdiction, including without limitation, information required to meet the rules and regulations of United States controlled foreign corporation and passive foreign investment company as set out in Schedule B and United States tax compliance requirements.

(j) A copy of the conversion notice requiring the conversion of the Share Equivalents and a notice for buy back under Clause 9 and Clause 9A, received by the Company from any Investor or served by the Company to any Investor, within a period of 3 (three) days of the receipt of such notice by the Company or of the date of such notice served by the Company, as applicable.

(k) Any notice or other communication received by the Company pursuant to the AZI Shareholders Agreement, immediately on its receipt by the Company.

15. ANNUAL BUSINESS PLAN AND BUDGET

15.1 Preparation of Annual Business Plan and Budget

The Shareholders acknowledge that the business of the Company and its Subsidiaries will be conducted in accordance with the Annual Business Plan and Budget. Each Annual Business Plan and Budget shall be prepared under the direction and supervision of the CEO of the Company, if any, and shall be updated at least 60 (sixty) days prior to the beginning of each Financial Year of the Company. At least 30 (thirty) days prior to the beginning of each Financial Year of the Company, the Annual Business Plan and Budget shall be finalised and the CEO of the Company shall present the same to the Board.

15.2 Approval of Annual Business Plan and Budget

The Annual Business Plan and Budget shall be approved by the Board. The Annual Business Plan and Budget may be amended only by a resolution of the Board passed in accordance with Clause 11.8.

15.3 Variances to Annual Business Plan and Budget

Any variances to the Annual Business Plan and Budget shall be subject to the provisions of

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Clause 11.8 above. Any cost, not previously included in the Annual Business Plan and Budget for a Financial Year, which has been approved by the Board in accordance with Clause 11.8 shall be deemed to be included in the Annual Business Plan and Budget for that Financial Year.

16. FINANCIAL ACCOUNTING AND AUDITS

16.1 Financial and accounting records

The Company shall maintain true and accurate financial and accounting records of all operations in accordance with US GAAP, and in accordance with all relevant statutory and accounting standards and the policies from time to time adopted by the Board. The financial statements and Accounts of the Company shall be prepared in English and shall be audited on an annual basis.

16.2 Statutory Auditors

The Board shall recommend, and the Company in a meeting of the Shareholders shall appoint the statutory auditors for the Company from amongst the Big Four Accounting Firms. The Company shall cause AZI to appoint its statutory auditors from amongst the Big Four Accounting Firms that is recommended by the Board.

16.3 Audit Committee and Compensation Committee

The Board will establish and continue to have an audit committee (hereinafter referred to as the “Audit Committee”) and a compensation committee, which will periodically review the salaries or other remuneration of all Key Managerial Persons including the CEO (the “Compensation Committee”). The Investors shall at all times be entitled to appoint one nominee each on the Audit Committee and the Compensation Committee.

17. OTHER COVENANTS

17.1 Dividend up

Subject to applicable Law, the Company and the Sponsors covenant that they will take all steps to ensure that each of the Subsidiaries of the Company pays all of its profits as dividend to the Company on an annual basis.

17.2 Dividend policy

Subject to applicable Law, the Company and the Sponsors covenant that the dividend policy agreed to between the Company, Shareholders and all Subsidiaries and their lenders shall be satisfactory to IFC and DEG and shall be such that the Company is able to pay (i) 10% interest on IFC CCDs, and (ii) 5% interest on DEG CCDs and the IFC III CCDs on a quarterly basis.

17.3 IFC Policy Covenants

So long as IFC and/or GIF holds any Equity Securities in the Company, the Company shall comply and the Sponsors shall ensure that the Company and its Subsidiaries comply with IFC’s standard policies on environment, social, anti-corruption, anti-money laundering and insurance

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issues, as provided in Schedule K. The Company shall deliver to each of IFC and GIF, within 90 (ninety) days after the end of each Financial Year, an annual social and environmental performance report confirming compliance with the social and environmental action plan; and notify IFC and GIF, within 3 (three) days after the occurrence, of any social, labour, health and safety, security or environmental incident, accident or circumstance reasonably expected to have a material adverse social or environmental impact. In addition, GIF, IFC and the IFC compliance advisor ombudsman shall also have inspection and access rights.

17.4 Insurance

The Company shall (a) insure and keep insured on terms and conditions acceptable to IFC, with a reputable insurer or insurers all of the Company’s and its Subsidiaries’ Assets and business which can be insured, against insurable losses, on a reinstatement basis utilizing current full replacement values, including insurance covers listed in Schedule V and any other insurance required by Law. The policies shall be in the English language; and the Company shall and shall ensure that its Subsidiaries shall (b) punctually pay any premium, commission and any other amount necessary for effecting and maintaining in force each insurance policy; and (c) maintain business interruption policy, third party liability policy and insurance policy for the head office, for an insurable amount satisfactory to IFC and DEG. In particular, the Company shall obtain (i) a ‘directors’ and officers’ liability’ insurance policy for the Director nominated by Helion, FC, IFC, GIF and Proparco within 10 (ten) Business Days of the appointment of such Director on the Board, and (ii) an ‘advanced loss of profit’ policy within 30 (thirty) days of such a request by IFC and/or DEG, on such terms that are reasonably satisfactory to IFC/DEG and the Company, and all costs in relation to these insurance policies shall be borne by the Company.

17.5 Other Covenants

17.5.1 The Company covenants to ensure the development, implementation and continuing operation of the S&E Management System (as defined under the IFC Subscription Agreement).

17.5.2 Through its Employees, agents, contractors and subcontractors, the Company covenants to, ensure that the design, construction, operation, maintenance and monitoring of all its sites, plants, equipment and facilities are undertaken in compliance with: (i) the Performance Standards (as defined under the IFC Subscription Agreement); and (ii) the S&EA (as defined under the IFC Subscription Agreement).

17.5.3 The Company shall not and shall ensure that each of its Subsidiaries shall not enter into a business relationship with any person which is the target of economic sanctions administered by the OFAC or provide any financing or services to, or in connection with, any activity in any sector under Embargo by the United Nations.

17.6 Proparco’s Policy Covenants

So long as Proparco holds any Equity Securities in the Company, the Company, Sponsors and the Investors shall comply and the Sponsors shall ensure that the Company complies with Proparco’s standard policies on environment, social, anti-corruption, anti-money laundering and insurance issues, as provided in Schedule P.

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18. NON-COMPETE AND NON-SOLICITATION

18.1 The Sponsors hereby undertake that they shall not, and shall ensure that none of their Subsidiaries or Affiliates shall, singly or jointly, directly or indirectly, for their own account or as agent, employee, officer, director, consultant, or shareholder or equity owner of any other Person, engage or attempt to engage or assist any other Person to engage in the Business. The Sponsors further undertake that from the date of this Agreement, they shall give up, part with and/or cease and desist from carrying on in India any activity or business which is same as that of the Business. They undertake that any venture or investment, whether directly or indirectly, in the Business shall only be undertaken, carried on, implemented, or held through the Company or its Subsidiaries, unless each of the Investors give prior written consent to the Sponsors to do otherwise.

18.2 The Sponsors shall also not divulge or disclose to any Person any information (other than information available to the public or disclosed or divulged pursuant to an order of a court of competent jurisdiction) relating to the Business, including but not limited to the identity of clients, finance, contractual arrangements, business or methods.

18.3 The Sponsors covenant and agree that during the subsistence of this Agreement, they will not, directly or indirectly:

(a) attempt in any manner to solicit from any client/ customer, except on behalf of the Company, business of the type carried on by the Company or AZI, or to persuade any Person which is a client/ customer of the Company or AZI to cease doing business or to reduce the amount of business which any such client/ customer has customarily done or might propose doing with the Company whether or not the relationship between the Company and such client/ customer was originally established in whole or in part through his or its efforts; or

(b) employ or attempt to employ or assist anyone else to employ any Person as an employee or a consultant (including the Key Managerial Personnel and the CEO) who is in the employment of the Company or AZI, or was in the employment of the Company or AZI at any time during the preceding 12 (twelve) months; or

(c) otherwise interfere in any manner with the contractual, employment or other relationship of any Person (including the Key Managerial Personnel and the CEO) who is in the employment of the Company or AZI, or was in the employment of the Company or AZI at any time during the preceding 12 (twelve) months.

18.4 The Sponsors acknowledge and agree that the above restrictions are considered reasonable for the legitimate protection of the business and the goodwill of the Investors and the Company, but in the event that such restrictions shall be found to be void, but would be valid if some part thereof was deleted or the scope, period or area of application were reduced, the above restriction shall apply with the deletion of such words or such reduction of scope, period or area of application as may be required to make the restrictions contained in this Clause valid and effective. Notwithstanding the limitation of this provision by any Law for the time being in force, the Sponsors undertake to, at all times, observe and be bound by the spirit of this Clause 18.

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18.5 Provided however, that on the revocation, removal or diminution of the Law or provisions, as the case may be, by virtue of which the restrictions contained in this Clause were limited as provided hereinabove, the original restrictions would stand renewed and be effective to their original extent, as if they had not been limited by the Law or provisions revoked.

18.6 The Sponsors acknowledge and agree that the covenants and obligations with respect to non-compete and non-solicitation as set forth above relate to special, unique and extraordinary matters, and that a violation of any of the terms of such covenants and obligations will cause the Investors and the Company irreparable injury. Therefore, the Sponsors agree that the Investors and/ or the Company shall be entitled to an interim injunction, restraining order or such other equitable relief as a court of competent jurisdiction may deem necessary or appropriate to restrain the Sponsors from committing any violation of the covenants and obligations contained in this Clause 18. These injunctive remedies are cumulative and are in addition to any other rights and remedies that the Investors and/or the Company may have at Law or in equity.

19. RIGHT OF INSPECTION

Each of the Investors shall, at all times, by giving a notice of at least 3 (three) Business Days, be entitled to carry out inspection of site, stores, accounts, documents, records, premises, and equipment and all other property of the Company and its Subsidiaries through their authorized representatives and/ or agents at their own cost and the Company and its Subsidiaries shall provide such information, data, documents, evidence as may be required for the purpose of and in the course of such inspection in connection therewith. The Investors shall be entitled, at their own cost and expense, to consult with the directors, statutory auditors and advisors of the Company regarding the business, operations and financial affairs of the Company or its Subsidiaries.

20. INTELLECTUAL PROPERTY RIGHTS

20.1 All the IP Rights arising out of the performance by the Company or its Subsidiaries of its respective business shall be owned by the Company or its Subsidiaries as the case may be. Parties will assist the Company in securing its IP Rights by filing for appropriate protection under applicable Laws in the name of the Company. No Party to this Agreement will act in any manner derogatory to the proprietary rights of the Company or its Subsidiaries over their respective IP Rights.

20.2 The Company shall undertake that all IP Rights relating to the products of the Company, prior to or after execution of this Agreement, or IP Rights arising from development of solutions, projects executed, databases, copyrights, trademarks, brand name, and other IP Rights are registered exclusively in the name of the Company.

20.3 The Sponsors hereby transfer and shall be deemed to have assigned all rights, title and interest in all the intellectual property arising or created for the Company or its Subsidiaries subsequent to the execution of this Agreement and in relation to products of the Company or its Subsidiaries, to the Company or its Subsidiaries, including any copyright, trademark, trade secret, patent or other proprietary rights under the Laws of any jurisdiction. The Sponsors shall assist and co-operate with the Company and its Subsidiaries, and execute all appropriate documents, to perfect the Company’s and its Subsidiaries’ respective right in this regard. From

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the date of execution of this Agreement, the Sponsors and the Investors shall not have any right, interest, title or claim over any intellectual property developed or created for the purposes of the Company or its Subsidiaries in the course of their association with the Company including in relation to products of the Company or its Subsidiaries.

21. TERMINATION

21.1 This Agreement and all corresponding rights of a Shareholder hereunder shall automatically terminate, upon happening of any of the following events, in the manner and to the extent stated below:

(a) the completion of a QIPO by the Company, except for the provisions contained in Clause 21.4 below;

(b) the completion of the Buy-Back by the Company, such that the Investors no longer hold Equity Securities in the Company;

(c) the exercise of the Drag Right by the Investors or IFC or DEG or Proparco alone (as the case may be), resulting in the Investors no longer holding any Equity Securities in the Company; or

(d) on the mutual agreement of the Parties.

21.2 The rights and obligations of the Parties under this Agreement, which either expressly or by their nature survive the termination of this Agreement including the Liquidation Preferences and Governing Law and Arbitration, and any other agreements entered into by some or all of the Parties shall not be extinguished by termination of this Agreement.

21.3 The termination of this Agreement in any of the circumstances aforesaid shall not in any way affect or prejudice any right accrued to any Party against the other Parties, prior to such termination.

21.4 The following provisions shall survive the termination of this Agreement on the completion of QIPO of the Company, and the Company and the Sponsors shall ensure that these provisions are incorporated in the Articles that will be applicable after the QIPO of the Company:

(a) For so long as IFC and GIF together hold at least 5% (five percent) of the share capital of the Company, the decisions on matters mentioned below shall not be taken and/or implemented by the Company unless approved by the shareholders of the Company by way of a special resolution (as understood under Mauritian law):

i. amendment to the articles of association or memorandum of association of AZI and its Subsidiaries; provided that any amendment to the articles of association or memorandum of association of the Subsidiaries (other than AZI) shall not require approval of the shareholders of the Company under this Clause 21.4(a)(i) if such amendment to the articles of association or memorandum of association of the Subidiaries (other than AZI) is carried out pursuant to a project finance, working capital limits, non-fund based facilities, mezzanine financing (if the amount raised is less than 20% of the paid-up share capital of

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the Company) or any other financing arrangements (if the amount raised is less than 20% of the paid-up share capital of the Company) raised for the Subsidiaries (other than AZI) that have been approved by the Board or Board delegated committee of the Company;

ii. disposal or sale of more than 50% of Company’s assets (on a consolidated basis), or enter into a transaction where the Company will incur obligations or liabilities (on a consolidated basis) the value of which is more than 50% of the Company’s assets (on a consolidated basis) before such transaction;

iii. any change in the Business of the Company or its Subsidiaries; and

iv. amendment to the ESOP plan approved by the Board.

(b) For so long as IFC and/or GIF hold any Equity Shares in the Company, the Company shall not issue Equity Shares or Share Equivalents of the Company that are more than 10% (ten percent) of the share capital of the Company unless approved by the shareholders of the Company by way of an ordinary resolution (as understood under Mauritian law).

(c) The policy covenants as agreed by the Company, and for which the Company shall execute, and the Sponsors shall ensure that the Company executes, such agreements as may be required by one or more Investors to ensure that these provisions apply after the QIPO of the Company.

22. CONFIDENTIALITY

22.1 None of the Parties may represent views of any of the Investors on any matter, or use their name in any written material provided to third parties, without their prior written consent.

22.2 No Party shall:

(i) disclose any information either in writing or orally to any Person which is not a Party to this Agreement; or

(ii) make or issue a public announcement, communication or circular,

about the investments made by the Investors in the Company or the subject matter of, or the transactions referred to in, this Agreement or any other Transaction Document, including by way of press release, promotional and publicity materials, posting of information on websites, granting of interviews or other communications with the press, or otherwise, other than: (A) to such of its, officers, employees and advisers as reasonably require such information in connection with the execution of the transaction contemplated in this Agreement or to comply with the terms of this Agreement or any other Transaction Documents; (B) to the extent required by Law or regulation (including the rules of any stock exchange on which such Party’s shares are listed); (C) to the extent required for it to enforce its rights under this Agreement; (D) with the prior written consent of the Investors; and (E) to the direct or indirect investors or limited partners of GIF. Before any information is disclosed or any public announcement, communication or circulation is made or issued pursuant to this Clause, such relevant Party must consult with the Investors in advance about the timing, manner and content of the disclosure, announcement, communication or circulation (as the case may be).

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22.3 Each relevant Party shall expressly inform any Person to whom it discloses any information under this Clause 22 of the restrictions set out in Clause 22 with regards disclosure of such information and shall procure their compliance with the terms of this Clause 22 as if they each were a party to this Agreement as such relevant Party and such relevant Party shall be responsible for any breach by any such Person of the provisions of this Clause 22.

22.4 DEG is a wholly-owned subsidiary of Kreditanstalt Fuer Wiederaufbau (“KFW”) and a member of the KfW bankengrupee (which includes KfW, DEG, FuB- Finanzierungs-und Beratungsgesellschaft mbH, Berlin and such further entities as may be listed on the website of the KfW Bankengruppe (www.kfw.de)). As central corporate risk management and standardised controlling is performed at a group level, it may be necessary to forward special client data and/or documents within the KfW Bankengrouppe. This client data and/or documents may include data provided by the client and documents and data developed by DEG relating to the client. The Parties hereto agree that DEG shall be entitled to disclose confidential information (e.g. any data as to legal status, business and financial condition, privacy data, etc.) it receives in connection with this investment to any member of the KfW Bankengruppe at any given date, provided that the client data and/or documents will be forwarded exclusively to members of the KfW Bankengruppe and will not be made available to any person outside the KfW Bankengruppe. All members of the KfW Bankengruppewill treat any client data forwarded to them in compliance with the legal provisions as prescribed by the Federal Data Protection Law (“Bundesdatenschutzgesetz”) and the rules on banking secrecy. With reference to the above information the Company hereby agrees to the transfer of client data within the KfW Bankengruppe for the purposes of central corporate risk management and standardised controlling and to such extent, expressly releases DEG from banking secrecy rules, the provisions of the Federal Data Protection Law (“Bundesdatenschutzgesetz”) and any separately concluded confidentiality agreement.

23. GOVERNING LAW AND ARBITRATION

23.1 This Agreement shall be governed by English law.

23.2 Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination (a “Dispute”) shall be referred to and finally resolved by arbitration under the Rules of Arbitration of the Singapore International Arbitration Centre (the “SIAC”) in force at that time (the “SIAC Rules”), which SIAC Rules are deemed to be incorporated by reference into this Clause 23.

23.3 There shall be 1 (one) arbitrator, who shall be nominated by agreement of the parties within 30 (thirty) days of receipt of the request for arbitration by the respondent(s). If the sole arbitrator is not nominated within this time period, the SIAC shall make the appointment.

23.4 The juridical seat of arbitration shall be Singapore.

23.5 The language of arbitration shall be English.

23.6 The parties acknowledge and agree that no provision of this Agreement or of the SIAC Rules, nor the submission to arbitration by IFC, in any way constitutes or implies a waiver, termination or modification by IFC of any privilege, immunity or exemption of IFC granted in the Articles of Agreement establishing IFC, international conventions, or applicable Law.

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23.7 If two or more arbitrations are commenced hereunder and/or the Related Agreements, and even if this Agreement and the Related Agreements are governed by different laws, any party to any of these arbitrations may petition any arbitral tribunal appointed in these arbitrations for an order that the several arbitrations be consolidated in a single arbitration before that arbitral tribunal (a “Consolidation Order”). In deciding whether to make such a Consolidation Order, the arbitral tribunal shall consider whether the several arbitrations raise common issues of law or facts and whether to consolidate the several arbitrations would serve the interests of justice and efficiency. If before a Consolidation Order is made by an arbitral tribunal with respect to another arbitration, the arbitrator has already been appointed in that other arbitration, their appointment terminates upon the making of such Consolidation Order and they are deemed to be functus officio without prejudice to the validity of any acts done or orders made by them prior to the termination. In the event of two or more conflicting Consolidation Orders, the Consolidation Order that was made first in time shall prevail.

23.8 The provisions of this Clause 23 shall survive the termination of this Agreement for any reason whatsoever.

24. NOTICES

24.1 Any notice and other communications provided for in this Agreement shall be in writing and shall be first transmitted by facsimile transmission and then confirmed by postage, prepaid registered post with acknowledgement due or by internationally recognized courier service, in the manner as elected by the Party giving such notice

In the case of notices to:
Sponsors:	Inderpreet Singh Wadhwa J-57, Third Floor, Saket, New Delhi-110017 Fascimile: +91-11-4654 8628 Attention: Inderpreet Singh Wadhwa Harkanwal Singh Wadhwa C-2324 Ranjit Ave, Amritsar, Punjab Facsimile: +91-11-4654 8628 Attention: Harkanwal Singh Wadhwa
Company:	Azure Power Global Limited 1st Floor, The Exchange, 18 Cybercity, Ebene, Mauritius Facsimile: +911149409807 Attention: Mr. Inderpreet Singh Wadhwa

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Investors:	DEG- Deutsche Investitions- und Entwicklungsgesellschaft mbH Kammergasse 22, 50676 Cologne Germany. Facsimile- +49221 4986 1106 Attention: Portfolio Management Asia With a copy of the notice to be sent to: DEG Representative Office, 21, Jor Bagh, First Floor, New Delhi – 110003, India Facsimile: +91 11 24653108
	Helion Venture Partners II, LLC International Management (Mauritius) Ltd Les Cascades Building Edith Cavell Street Port Louis, Mauritius
	Facsimile: (230) 212 9833 For attention of: Mr. Sanjeev Agarwal
	Helion Venture Partners India II, LLC International Management (Mauritius) Ltd Les Cascades Building Edith Cavell Street Port Louis, Mauritius
	Facsimile: (230) 212 9833 For attention of: Mr. Sanjeev Agarwal
	FC VI India Venture (Mauritius) Ltd.
	International Financial Services Limited IFS Court, Bank Street, TwentyEight CyberCity, Ebène 72201, Republic of Mauritius
	Fax No: +230 467 4000 For attention of: Pratima Woodhoo - Ajageer; pwoodhoo@ifsmauritius.com

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IFC GIF Investment Company I

c/o Cim Fund Services Ltd, 33 Edith Cavell Street

Port Louis, Mauritius

Facsimile: + 2302129833

Attention: Ashraf Ramtoola

Copy to:

2121 Pennsylvania Avenue, NW

Washington DC 20433

Attention: Viktor Kats

International Finance Corporation

2121 Pennsylvania Avenue, N.W.

Washington, D.C. 20433

United States of America

Facsimile: +1 (202) 974-4307

Attention: Mr. Sujoy Bose, Director,

Infrastructure and Natural Resources

Copy (in the case of communications relating to payments) sent to the attention of: The Director, Department of Financial Operations Facsimile: +1 (202) 522-3064.

Copy to:

IFC’s South Asia Department at 3rd and 4th Floor, Maruti Suzuki Building, Plot No. 1, Nelson Mandela Road, Vasant Kunj, New Delhi - 110070, India, Facsimile Number (91-11) 4111-1001

Proparco

151 Rue Saint Honoré 75001 Paris

France

Facsimile: +33 1 53 4438 38

Attention: Head of Private Equity Division

With a copy (in the case of communications relating to payments) sent to the attention of the Director, Department of Financial Operations, at:

Facsimile: +33 1 53 44 42 94

24.2 All notices shall be deemed to have been validly given (i) immediately, upon receipt of the confirmation report, if transmitted by facsimile transmission, or (ii) 7 (seven) days after posting if sent by registered post, or (iii) 4 (four) days from the date of dispatch, if sent by courier.

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24.3 Any Party may, from time to time, change its address, facsimile number or representative for receipt of notices provided for in this Agreement by giving to the other not less than 15 (fifteen) Business Days prior written notice.

25. MISCELLANEOUS PROVISIONS

25.1 Injunctive Relief

In the event of a breach, the non-breaching Party shall be entitled to obtain an injunction restraining any further apprehended breach in accordance with the terms of this Agreement without the necessity of establishing any actual damage.

25.2 Waiver

No forbearance, indulgence or relaxation or inaction by any Party at any time to require performance of any of the provisions of this Agreement shall in any way affect, diminish or prejudice the right of such Party to require performance of that provision. Any waiver or acquiescence by any Party of any breach of any of the provisions of this Agreement shall not be construed as a waiver or acquiescence of any right under or arising out of this Agreement or of the subsequent breach, or acquiescence to or recognition of rights other than as expressly stipulated in this Agreement.

25.3 Cumulative Rights

All remedies of the Parties under this Agreement whether provided herein or conferred by statute, civil law, common law, custom, trade, or usage are cumulative and not alternative and may be enforced successively or concurrently.

25.4 Partial Invalidity

If any provision of this Agreement is held to be illegal, invalid or unenforceable under any law from time to time: (a) such provision will be fully severable; (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof; and (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance here from.

25.5 Amendments

No modification or amendment to this Agreement and no waiver of any of the terms or conditions hereof shall be valid or binding unless made in writing and duly executed by the Parties to this Agreement.

25.6 Assignment

This Agreement and all of the rights and obligations under it may be assigned or transferred by each of the Investors, at their sole discretion, to any Person to whom they transfer Equity Securities held by them in accordance with the provisions of this Agreement. The rights and obligations of Sponsors and the Company under this Agreement are personal to them

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respectively and neither the Company nor the Sponsors may assign all or part of its respective rights or obligations under this Agreement without the prior written consent of each of the Investors.

25.7 Conflicts

In the event of any conflict between the terms of this Agreement and those of the Articles, as amongst the Parties hereto, and the Company, to the extent permitted by Law, the terms of this Agreement shall prevail and the Parties shall take all such steps as are within their powers, to ensure that the terms and conditions of this Agreement are adhered to, and to the extent possible under the relevant Laws effect such amendments or alterations to the Articles to carry out the conditions of this Agreement in letter and in spirit.

25.8 Entirety

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all other agreements, arrangements, understandings and assurances, either written or oral, existing or proposed, between all or amongst any two or more Parties hereto or their Affiliates including with any third party relating to the subject matter hereof (other than AZI Shareholders Agreement, Series H CCPS Lock-in Agreements, Sponsor Lock-in Agreement, Registration Rights Agreement and APGL Sharing Agreement).

25.9 Headings

The paragraph headings contained in this Agreement are for the convenience of the Parties and shall not affect the meaning or interpretation of this Agreement.

25.10 Relationship

None of the provisions of this Agreement shall be deemed to constitute a partnership between the Parties hereto and no Party shall have any authority to bind or shall be deemed to be the agent of the other in any way.

25.11 Costs

Each of the Parties hereto shall pay their own costs and expenses relating to the negotiation, preparation, and execution of this Agreement and the transactions contemplated by this Agreement.

Notwithstanding anything stated above, the Company shall pay the fees and expenses of the Investors’ legal counsels incurred in connection with the negotiation, preparation, and execution of this Agreement.

25.12 Counterparts

This Agreement may be executed in several counterparts, each of which is an original, but all of which constitute one and the same agreement.

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25.13 Immunity

To the extent any Relevant Party may be entitled in any jurisdiction to claim for itself or its Assets immunity in respect of its obligations under this Agreement or any other Transaction Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process or to the extent that in any jurisdiction that immunity (whether or not claimed) may be attributed to it or its Assets, such Relevant Party irrevocably agrees not to claim and irrevocably waives such immunity to the fullest extent permitted now or in the future by the laws of such jurisdiction.

25.14 Saving of Rights

(a) The rights and remedies of IFC and/or DEG in relation to any misrepresentation or breach of warranty on the part of any of the Relevant Parties shall not be prejudiced by any investigation by or on behalf of IFC and/or DEG into the affairs of any of the Relevant Parties, by the execution or the performance of this Agreement or by any other act or thing by or on behalf of IFC which might prejudice such rights or remedies.

(b) No course of dealing and no failure or delay by IFC and/or DEG in exercising any power, remedy, discretion, authority or other right under this Agreement or any other agreement shall impair, or be construed to be a waiver of or an acquiescence in, that or any other power, remedy, discretion, authority or right under this Agreement, or in any manner preclude its additional or future exercise.

-----XXX-----

(Intentionally left blank)

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IN WITNESS WHEREOF, the Parties have herein set their hands on the day month and year first hereinabove mentioned:

SIGNED AND DELIVERED BY “MR. INDERPREET

SINGH WADHWA”

/s/ Mr. Inderpreet Singh Wadhwa

SIGNED AND DELIVERED BY “MR. HARKANWAL

SINGH WADHWA”

/s/ Mr. Harkanwal Singh Wadhwa

SIGNED AND DELIVERED BY “AZURE POWER GLOBAL LIMITED” BY THE HAND OF                                               (the Authorised Signatory) PURSUANT TO THE RESOLUTION PASSED BY THE BOARD OF DIRECTORS OF AZURE POWER GLOBAL LIMITED

/s/ Mr. Inderpreet Singh Wadhwa

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IN WITNESS WHEREOF, the Parties have herein set their hands on the day month and year first hereinabove mentioned:

/s/ [SIGNATURE ILLEGIBLE]   SIGNED AND DELIVERED BY “HELION VENTURE PARTNERS II, LLC” BY THE HAND OF [ILLEGIBLE] (the Authorised Signatory)   /s/ [SIGNATURE ILLEGIBLE]   SIGNED AND DELIVERED BY “HELION VENTURE PARTNERS INDIA II, LLC” BY THE HAND OF [ILLEGIBLE] (the Authorised Signatory)   /s/ [SIGNATURE ILLEGIBLE]

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IN WITNESS WHEREOF, the Party has herein set its hand on the day month and year first hereinabove mentioned:

SIGNED AND DELIVERED BY “FC VI INDIA VENTURE (MAURITIUS) LTD.” BY THE HAND OF Dilshaad Rajabalee (the Authorised Signatory) /s/ Dilshaad Rajabalee

Signature Page to Shareholders Agreement dated 22 July 2015

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IN WITNESS WHEREOF, the Party has herein set its hand on the day month and year first hereinabove mentioned:

SIGNED AND DELIVERED BY “INTERNATIONAL FINANCE CORPORATION” BY THE HAND OF PRATIBHA BAJAJ (the Authorised Signatory) PORTFOLIO OFFICER /s/ Pratibha Bajaj

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IN WITNESS WHEREOF, the Party has herein set its hands on the day month and year first hereinabove mentioned:

SIGNED AND DELIVERED BY “IFC GIF INVESTMENT COMPANY I” BY THE HAND OF

[ILLEGIBLE] (the Authorised Signatory)

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IN WITNESS WHEREOF, the Parties has herein set its hand on the day month and year first hereinabove mentioned:

SIGNED AND DELIVERED BY “SOCIÉTÉ DE PROMOTION ET DE PARTICIPATION POUR LA COOPÉRATION ECONOMIQUE S.A.” BY THE HAND OF Amaury MULLIEZ Deputy CEO (the Authorised Signatory)

/s/ Amaury MULLIEZ

Deputy CEO

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IN WITNESS WHEREOF, the Party has herein set its hand on the day month and year first hereinabove mentioned:

SIGNED AND DELIVERED BY “DEG - DEUTSCHE INVESTITIONS - UND ENTWICKLUNGSGESELLSCHAFT MBH” BY THE HAND OF                                     (the Authorised Signatory)
/s/ Dr. Guide Harpering Dr.Guide Harpering Legal Counsel	/s/ Anne Scheffler Anne Scheffler Investment Manager

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SCHEDULE A – DEED OF ADHERENCE

THIS DEED OF ADHERENCE is made on [            ]

BY [             ] of [             ] (the “Covenantor”) in favor of the persons whose names are set out in the Appendix to this Deed and is supplemental to the Shareholders Agreement, dated [●], between Azure Power Global Limited, Helion, FC, IFC, DEG, GIF, Proparco and the Sponsors (the “Shareholders Agreement”) and entered into pursuant to the terms thereof.

THIS DEED WITNESSES as follows:

(1) The Covenantor confirms that it has been given and read a copy of the Shareholders Agreement and hereby agrees for the benefit of each person named in the Appendix to this Deed and each other person who, after the date, of this Deed, executes a deed of adherence to the Shareholders Agreement substantially in the form set out in Schedule A thereof that it shall have the rights and be subject to the obligations of a [Sponsor]/[other Shareholder]/[Helion and FC]/[IFC]/[DEG]/[Proparco]/[GIF] under the terms of the Shareholders Agreement.

(2) The Covenantor, by execution of this Deed, makes the representations and warranties contained in Clause 3 of the Shareholders Agreement for the benefit of the other parties to the Shareholders Agreement, provided that such representations, warranties and acknowledgement shall be made as of the date of this Deed and not as of the date of the Shareholders Agreement.

(3) This Deed arising out of or in connection with it shall be governed by English law.

IN WITNESS WHEREOF this Deed has been executed by the Covenantor and is intended to be and is hereby delivered on the date first above written.

Executed as a deed [●]

                                                              Signature

APPENDIX TO DEED OF ADHERENCE

[Insert names of those persons who are party to the Shareholders Agreement on the date of this Deed of Adherence.]

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SCHEDULE B – PFIC ANNUAL INFORMATION STATEMENT

(1) This questionnaire applies to the taxable year of Azure Power Global Limited (the “Company”) beginning on January 1, 20    , and ending on December 31, 20    .

(2) PLEASE CHECK HERE IF 75% OR MORE OF THE COMPANY’S GROSS INCOME CONSTITUTES PASSIVE INCOME.

Passive income: For purposes of this test, passive income includes:

• Dividends, interests, royalties, rents and annuities, excluding, however, rents and royalties which are received from an unrelated party in connection with the active conduct of a trade or business.

• Net gains from the sale or exchange of property—

• which gives rise to dividends, interest, rents or annuities (excluding, however, property used in the conduct of a banking, finance or similar business, or in the conduct of an insurance business);

• which is an interest in a trust, partnership, or REMIC; or

• which does not give rise to income.

• Net gains from transactions in commodities.

• Net foreign currency gains.

• Any income equivalent to interest.

Look-through rule: if the Company owns, directly or indirectly, 25% of the stock by value of another corporation, the Company must take into account its proportionate share of the income received by such other corporation.

(3) PLEASE CHECK HERE IF THE AVERAGE FAIR MARKET VALUE DURING THE TAXABLE YEAR OF PASSIVE ASSETS HELD BY THE COMPANY EQUALS 50% OR MORE OF THE AVERAGE FAIR MARKET VALUE OF ALL OF THE COMPANY’S ASSETS.

Note: This test is applied on a gross basis; no liabilities are taken into account.

Passive Assets: For purposes of this test, “passive assets” are those assets which generate (or are reasonably expected to generate) passive income (as defined above). Assets which generate partly passive and partly non-passive income are considered passive assets to the extent of the relative proportion of passive income (compared to non-passive income) generated in a particular taxable year by such assets. Please note the following:

• A trade or service receivable is non-passive if it results from sales or services provided in the ordinary course of business.

• Intangible assets that produce identifiable items of income, such as patents or licenses, are characterized in terms of the type of income produced.

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• Goodwill and going concern value must be identified to a specific income producing activity and are characterized in accordance with the nature of that activity.

• Cash and other assets easily convertible into cash are passive assets, even when used as working capital.

• Stock and securities (including tax-exempt securities) are passive assets, unless held by a dealer as inventory.

Average value: For purposes of this test, “average fair market value” equals the average quarterly fair market value of the assets for the relevant taxable year.

Look-through rule: if the Company owns, directly or indirectly, 25% of the stock by value of another corporation, the Company must take into account its proportionate share of the passive assets of such other corporation.

(4) PLEASE CHECK HERE IF (A) MORE THAN 50% OF THE COMPANY’S STOCK (BY VOTING POWER OR BY VALUE) IS OWNED BY FIVE OR FEWER U.S. PERSONS OR ENTITIES AND (B) THE AVERAGE AGGREGATE ADJUSTED TAX BASES (AS DETERMINED UNDER U.S. TAX PRINCIPLES) DURING THE TAXABLE YEAR OF THE PASSIVE ASSETS HELD BY THE COMPANY EQUALS 50% OR MORE OF THE AVERAGE AGGREGATE ADJUSTED TAX BASES OF ALL OF THE COMPANY’S ASSETS.

Average value: For purposes of this test, “average aggregate adjusted tax bases” equals the average quarterly aggregate adjusted tax bases of the assets for the relevant taxable year.

Look-through rule: if the Company owns, directly or indirectly, 25% of the stock by value of another corporation, the Company must take into account its proportionate share of the passive assets of such other corporation

(5) INVESTOR HAS THE FOLLOWING PRO-RATA SHARE OF THE ORDINARY EARNINGS AND NET CAPITAL GAIN OF THE COMPANY AS DETERMINED UNDER U.S. INCOME TAX PRINCIPLES FOR THE TAXABLE YEAR OF THE COMPANY:

Ordinary Earnings:                                               (as determined under U.S. income tax principles)

Net Capital Gain:                                                       (as determined under U.S. income tax principles)

Pro Rata Share: For purposes of the foregoing, the shareholder’s pro rata share equals the amount that would have been distributed with respect to the shareholder’s stock if, on each day during the taxable year of the Company, the Company had distributed to each shareholder its pro rata share of that day’s ratable share (determined by allocating to each day of the year, an equal amount of the Company’s aggregate ordinary earnings and aggregate net capital gain for such year) of the Company’s ordinary earnings and net capital gain for such year. Determination of a shareholder’s pro rata share will require reference to the Company’s charter, certificate of incorporation, articles of association or other comparable governing document.

(6) The amount of cash and fair market value of other property distributed or deemed distributed by Company to Investor during the taxable year specified in paragraph 1 is as follows:

Cash:                                              

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Fair Market Value of Property:                                 

(7) Company will permit Investor to inspect and copy Company’s permanent books of account, records, and such other documents as may be maintained by Company that are necessary to establish that PFIC ordinary earnings and net capital gain, as provided in Section 1293(e) of the U.S. Internal Revenue Code of 1986, as amended (or any successor provision thereto), are computed in accordance with U.S. income tax principles.

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SCHEDULE C – TERMS AND CONDITIONS OF SERIES A CCPS

All capitalized terms used herein but not defined shall have the meaning given to them under the SHA. Reference to a paragraph under this Schedule shall be a reference to the paragraph of this Schedule.

1. Issue Price

The Series A CCPS shall have the issue price as indicated in Schedule Y of this Agreement.

2. Dividend

Each of the holders of Series A CCPS shall be entitled to payment of 8% non-cumulative dividend per annum on each of the Series A CCPS (calculated on the issue price) by way of dividend from the Company in accordance with applicable Law as and when the board of the Company declares any dividend. The dividends payable on the Series A CCPS shall be senior to dividend payments to holders of other Equity Shares of the Company.

Subject to applicable Law, each of the holders of Series A CCPS shall be individually entitled, in addition and cumulative to the above, to participate in the distribution of the profits of the Company made to the other shareholders of the Company (for the purpose of this paragraph all the Series A CCPS shall be assumed as if have been converted to Equity Shares at the applicable Conversion Factor).

For the purposes of calculation of dividends, the issue price (i.e. par value and premium) of each Series A CCPS shall be considered in INR terms by applying the USD-INR conversion rate as indicated in Schedule Y of this Agreement. The payment of dividend shall, however, be made by the Company in USD terms by converting the INR amount so arrived at into USD amount by applying the reference rate of the Reserve Bank of India for USD-INR conversion as on the date on which the dividend is paid out by the Company.

3. Term

Unless converted in accordance with the terms of this Schedule C, the Articles of the Company and applicable Laws, the term of the Series A CCPS shall be a maximum of 19 (nineteen) years from the date of issue of Series A CCPS.

4. Voting

4.1 From and after the issuance of the Series A CCPS, the voting rights of each Series A CCPS on every resolution placed before the Company shall, be in proportion to the share capital that the Series A CCPS represent, assuming the Series A CCPS has been converted into Equity Shares of the Company on the basis of the applicable Conversion Factor (as defined below).

4.2 From the date of conversion of the Series A CCPS into the Equity Shares, the voting percentage of their holders in the Company shall be in proportion to their shareholding in the Company.

5. Conversion

5.1 The Series A CCPS shall be convertible into Equity Shares of the Company at the option of the

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holders of the Series A CCPS in accordance with paragraph 5.2. Any Series A CCPS that have not been converted into Equity Shares of the Company shall compulsorily convert into the Equity Shares of the Company in accordance with paragraph 5.3 below, upon the earlier of:

(i) immediately prior to the listing of the Equity Shares pursuant to the QIPO or IPO, as approved by the Shareholders of the Company; and

(ii) The date which is 19 (nineteen) years from the date of the issuance of the Series A CCPS (the “Maturity Date”),

in each case, in accordance with the SHA.

5.2 Optional Conversion

(i) The holders of the Series A CCPS shall severally have the right, at any time and from time to time at their sole option after their issuance, to require the Company, by written notice (the “Conversion Notice”), to convert their respective Series A CCPS into Equity Shares of the Company. In case the conversion occurs prior to the expiry of the Maturity Date, then the conversion shall be completed within a period of 21 (twenty one) days from the date of the Conversion Notice. The Series A CCPS will be convertible into Equity Shares of the Company at a conversion ratio of 1:1 (the “Conversion Factor”), without being required to pay any amount for such conversion. However, if the holders of Series A CCPS are unable to receive amounts equal to their entitlements under Clause 4.1, Clause 6.4, Clause 6.5 or Clause 9 of the SHA (as applicable) on the basis of the Conversion Factor of 1:1, then each Series A CCPS shall be converted at such higher conversion ratio that will permit the holders of Series A CCPS to receive the amounts that they are entitled under Clause 4.1, Clause 6.4, Clause 6.5 or Clause 9 of the SHA, as applicable; in which event the term ‘Conversion Factor’ shall be reckoned accordingly. For avoidance of doubts, the holders of Series A CCPS shall not be entitled to any proceeds over and above their entitlements under Clause 4.1, Clause 6.4, Clause 6.5 or Clause 9 of the SHA, irrespective of the Conversion Factor.

(ii) The Conversion Notice shall be dated and shall set forth:

(a) The number of Series A CCPS in respect of which the holders of the Series A CCPS are exercising their right to conversion in accordance with this paragraph 5.2; and

(b) The number of Equity Shares of the Company that the Series A CCPS shall convert into.

(iii) Upon receipt of the Conversion Notice, the Company shall effect the following:

(a) Convening of a meeting of the Board, in which meeting the Company shall approve the following:

(A) The conversion of the relevant Series A CCPS;

(B) The cancellation of the share certificates representing such number of the Series A CCPS; and

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(C) The issuance and allotment of such number of Equity Shares of the Company that the Series A CCPS shall convert into,

in each case, as are mentioned in the Conversion Notice;

(b) Cancellation of the share certificates of Series A CCPS in respect of which the conversion right is exercised in the Conversion Notice; and thereafter the issuance of duly stamped share certificates to the holders of the Series A CCPS to evidence such holders of the Series A CCPS as the owners of the Equity Shares issued upon conversion of their respective Series A CCPS as are mentioned in the Conversion Notice;

(c) Updating its register of members to reflect the holders of the Series A CCPS as the owners of the Equity Shares issued pursuant to the conversion of the relevant Series A CCPS as mentioned in the Conversion Notice;

(d) The Company and the Sponsors shall do all such acts and deeds as may be necessary to give effect to the provisions of this paragraph 5, including without limitation, convening a meeting of the Board to approve the splitting of the share certificates representing the Series A CCPS.

5.3 Automatic Conversion

(i) The Company shall forthwith convert all the Series A CCPS into shares, based on the Conversion Factor, if at any time after their issuance, the Company undertakes an IPO/QIPO, provided that the Shareholders of the Company have consented to such IPO/QIPO in accordance with the SHA. The Series A CCPS shall convert into Equity Shares of the Company at the Conversion Factor immediately prior to the listing of Equity Shares on the Relevant Market pursuant to the IPO/QIPO.

(ii) In the event that:

(a) The Company files an offer document with the appropriate Authority or Relevant Market in respect of the QIPO/IPO and, in connection with such filing, such Authority or Relevant Market requires the conversion of the Series A CCPS into Equity Shares of the Company prior to the completion of Such IPO or QIPO; and

(b) The QIPO/IPO does not complete on or prior to the Listing Date such that none of the issued, paid-up and subscribed share capital is admitted for trading on a Relevant Market on or prior to the Listing Date,

then such conversion of Series A CCPS into Equity Shares shall be deemed to be a Conforming of Rights and the Company and the Sponsors shall comply with the provisions of Clause 8 (Reinstatement of Rights) of this SHA and shall undertake all necessary actions to ensure that the holders of the Series A CCPS are placed in the same position, and possess the same rights as set forth in this Schedule C, they had the benefit of immediately prior to the occurrence of the event set forth in (a) above.

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6. Liquidation Preference

Upon the occurrence of a Liquidation Event A or a Liquidation Event B with respect to the Company or its Subsidiaries in accordance with the terms of the SHA, or upon the exercise of the Drag Right of the Investors or Drag Right of IFC, DEG and Proparco in accordance with Clauses 6.4 and 6.5 of the SHA, the holders of the Series A CCPS shall receive the Liquidation Preference in accordance with the terms of the SHA and in the order of precedence set forth in the SHA.

Notwithstanding the above, the holders of the Series A CCPS will also be entitled to the buyback preferences in accordance with the terms of the SHA and in order of preference set forth in the SHA.

For the purposes of Clause 4 (Rights of the Investors), Clause 6.4 (Drag Right of the Investors), Clause 6.5 (Drag Right of IFC, DEG and Proparco), Clause 9 (Buy Back of Equity Securities) and Clause 9A (Buy Back from IFC, DEG and Proparco), the calculation of entitled amounts of the holders of Series A CCPS shall be considered in INR terms by applying the USD-INR conversion rate as indicated in Schedule Y of this Agreement to the amounts invested in Series A CCPS. However, to the extent relevant, at the time of payment of amounts to the holders of Series A CCPS in the above mentioned Clauses, the INR entitled amounts arrived at shall be converted into USD amount by applying the reference rate of the Reserve Bank of India for USD-INR conversion as on the date on which such payment is effected and the payment shall thereupon be made in USD amounts.

7. Transferability

Subject to the terms of the SHA, the Series A CCPS shall be freely transferable to any Person, and the holders of the Series A CCPS may assign all or any of the Series A CCPS and any rights attaching thereto under the SHA, without the prior consent of any Person.

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SCHEDULE D – TERMS AND CONDITIONS OF SERIES B CCPS

All capitalized terms used herein but not defined shall have the meaning given to them under the SHA. Reference to a paragraph under this Schedule shall be a reference to the paragraph of this Schedule.

1. Issue Price

The Series B CCPS shall have the issue price as indicated in Schedule Y of this Agreement.

2. Dividend

Each of the holders of Series B CCPS shall be entitled to payment of 8% (eight per cent) non-cumulative dividend per annum (calculated on the sum of the par value and premium paid) on each of the Series B CCPS by way of dividend from the Company in accordance with applicable Law as and when the Board of the Company declares any dividend. The dividends payable on the Series B CCPS shall be senior to dividend payments to holders of Series A CCPS and other Equity Shares of the Company.

Subject to applicable Law, each of the holders of Series B CCPS shall be individually entitled, in addition and cumulative to the above, to participate in the distribution of the profits of the Company made to the other shareholders of the Company (for the purpose of this paragraph all the Series B CCPS shall be assumed as if have been converted to Equity Shares at the Conversion Factor).

For the purposes of calculation of dividends, the issue price (i.e. par value and premium) of each Series B CCPS shall be considered in INR terms by applying the USD-INR conversion rate price as indicated in Schedule Y of this Agreement. The payment of dividend shall, however, be made by the Company in USD terms by converting the INR amount so arrived at into USD amount by applying the reference rate of the Reserve Bank of India for USD-INR conversion as on the date on which the dividend is paid out by the Company.

3. Term

Unless converted in accordance with the terms of this Schedule, the Articles of the Company and applicable Laws, the term of the Series B CCPS shall be a maximum of 20 (twenty) years from the date of their issuance.

4. Voting

4.1 From and after the issuance of the Series B CCPS, the voting rights of each Series B CCPS on every resolution placed before the Company shall, be in proportion to the share capital that the Series B CCPS represent, assuming the Series B CCPS have been converted into Equity Shares of the Company on the basis of the Conversion Factor set out below.

4.2 From the date of conversion of the Series B CCPS into the Equity Shares, the voting percentage of their holders in the Company shall be in proportion to their shareholding in the Company.

5. Conversion

5.1 The Series B CCPS shall be convertible into Equity Shares of the Company at the option of the

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holders of the Series B CCPS in accordance with paragraph 5.2. Any Series B CCPS that have not been converted into Equity Shares of the Company shall compulsorily convert into the Equity Shares of the Company in accordance with paragraph 5.3 below, upon the earlier of:

(i) immediately prior to the listing of the Equity Shares pursuant to the QIPO or IPO, as approved by the Shareholders of the Company; and

(ii) The date which is 20 (twenty) years from the date of the issuance of the Series B CCPS (the “Maturity Date”),

in each case, in accordance with the terms of this Agreement.

5.2 Optional Conversion

(i) The holders of the Series B CCPS shall severally have the right, at any time and from time to time at their sole option after their issuance, to require the Company, by written notice (the “Conversion Notice”), to convert their respective Series B CCPS into Equity Shares of the Company. In case the conversion occurs prior to the expiry of the Maturity Date, then the conversion shall be completed within a period of 21 (twenty one) days from the date of the Conversion Notice. The Series B CCPS will be convertible into Equity Shares of the Company at a conversion ratio of 1:1 (the “Conversion Factor”), without being required to pay any amount for such conversion. However, if the holders of Series B CCPS are unable to receive amounts equal to their entitlements under Clause 4.1, Clause 6.4, Clause 6.5 or Clause 9 of the SHA (as applicable) on the basis of the Conversion Factor of 1:1, then each Series B CCPS shall be converted at such higher conversion ratio that will permit the holders of Series B CCPS to receive the amounts that they are entitled under Clause 4.1, Clause 6.4, Clause 6.5 or Clause 9, of the SHA, as applicable; in which event the term ‘Conversion Factor’ shall be reckoned accordingly. For avoidance of doubts, the holders of Series B CCPS shall not be entitled to any proceeds over and above their entitlements under Clause 4.1, Clause 6.4, Clause 6.5 or Clause 9 of the SHA, irrespective of the Conversion Factor.

(ii) The Conversion Notice shall be dated and shall set forth:

(a) The number of Series B CCPS in respect of which the holders of the Series B CCPS are exercising their right to conversion in accordance with this paragraph 5.2; and

(b) The number of Equity Shares of the Company that the Series B CCPS shall convert into.

(iii) Upon receipt of the Conversion Notice, the Company shall effect the following:

(a) Convening of a meeting of the Board, in which meeting the Company shall approve the following:

(A) The conversion of the relevant Series B CCPS;

(B) The cancellation of the share certificates representing such number of the Series B CCPS; and

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(C) The issuance and allotment of such number of Equity Shares of the Company that the Series B CCPS shall convert into,

in each case, as are mentioned in the Conversion Notice;

(b) Cancellation of the share certificates of Series B CCPS in respect of which the conversion right is exercised in the Conversion Notice; and thereafter issuance of duly stamped share certificates to the holders of the Series B CCPS to evidence such holders of the Series B CCPS as the owners of the Equity Shares issued upon conversion of their respective Series B CCPS as are mentioned in the Conversion Notice;

(c) Updating its register of members to reflect the holders of the Series B CCPS as the owners of the Equity Shares issued pursuant to the conversion of the relevant Series B CCPS as mentioned in the Conversion Notice;

(d) The Company and the Sponsors shall do all such acts and deeds as may be necessary to give effect to the provisions of this paragraph 5, including without limitation, convening a meeting of the Board to approve the splitting of the share certificates representing the Series B CCPS.

5.3 Automatic Conversion

(i) The Company shall forthwith convert all the Series B CCPS into shares, based on the Conversion Factor, if at any time after their issuance the Company undertakes an IPO/QIPO, provided that the Shareholders of the Company have consented to such IPO/QIPO in accordance with the SHA. The Series B CCPS shall convert into Equity Shares of the Company at the Conversion Factor, immediately prior to the listing of Equity Shares on the Relevant Market pursuant to the IPO/QIPO.

(ii) In the event that:

(a) The Company files an offer document with the appropriate Authority or Relevant Market in respect of the QIPO/IPO and, in connection with such filing, such Authority or Relevant Market requires the conversion of the Series B CCPS into Equity Shares of the Company prior to the completion of such IPO or QIPO; and

(b) The QIPO/IPO does not complete on or prior to the Listing Date such that none of the issued, paid-up and subscribed share capital is admitted for trading on a Relevant Market on or prior to the Listing Date,

then such conversion of Series B CCPS into Equity Shares shall be deemed to be a Conforming of Rights and the Company and the Sponsors shall comply with the provisions of Clause 8 (Reinstatement of Rights) of this Agreement and shall undertake all necessary actions to ensure that the holders of the Series B CCPS are placed in the same position, and possess the same rights as set forth in this Schedule D, they had the benefit of immediately prior to the occurrence of the event set forth in (a) above.

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6. Liquidation Preference

Upon the occurrence of a Liquidation Event A or Liquidation Event B with respect to the Company or its Subsidiaries and in accordance with the terms of this Agreement, the holders of the Series B CCPS shall receive the Liquidation Preference in accordance with the terms of this Agreement and in the order of precedence set forth in this Agreement.

Upon the exercise of the Drag Right of the Investors or Drag Right of IFC, DEG and Proparco in accordance with Clause 6.4 and 6.5 of this Agreement, the Series B CCPS shall be subject to the order of preference in terms of the sale of the Equity Securities and the returns on the Equity Securities as set out in this Agreement. Notwithstanding the above, the holders of the Series B CCPS will also be entitled to the buyback preferences in accordance with the terms of this Agreement and in order of preference set forth in this Agreement.

For the purposes of Clause 4 (Rights of the Investors), Clause 6.4 (Drag Right of the Investors), Clause 6.5 (Drag Right of IFC, DEG and Proparco), Clause 9 (Buy Back of Equity Securities) and Clause 9A (Buy Back from IFC, DEG and Proparco), the calculation of entitled amounts of the holders of Series B CCPS shall be considered in INR terms by applying the USD-INR conversion rate as indicated in Schedule Y of this Agreement to the amounts invested in Series B CCPS. However, to the extent relevant, at the time of payment of amounts to the holders of Series B CCPS in the above mentioned Clauses, the INR entitled amounts arrived at shall be converted into USD amount by applying the reference rate of the Reserve Bank of India for USD-INR conversion as on the date on which such payment is effected and the payment shall thereupon be made in USD amounts.

7. Transferability

Subject to the terms of this Agreement, the Series B CCPS shall be freely transferable to any Person, and the holders of the Series B CCPS may assign all or any of the Series B CCPS and any rights attaching under the Transaction Documents, without the prior consent of any Person.

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SCHEDULE E – TERMS AND CONDITIONS OF IFC CCDS

All capitalized terms used herein but not defined shall have the meaning given to them under the SHA. Reference to a paragraph under this Schedule shall be a reference to the paragraph of this Schedule.

1. Form And Status of the IFC CCDs

The IFC CCDs shall have the issue price of USD 4.95 (United States Dollars Four and Ninety Five Cents).

2. Term

Unless converted in accordance with the terms of this Schedule E, the Articles of the Company and applicable Laws, the term of the IFC CCDs shall be a maximum of 20 (twenty) years from their issuance. The date on which the IFC CCDs were issued and allotted to IFC shall be referred as “CCDs Closing Date”.

3. Interest

3.1 The IFC CCDs will bear interest at the rate of 10% (ten percent) per annum up to the date of this conversion into Equity Shares of the Company in accordance with the paragraph 4 below.

3.2 The interest will accrue for a period of 18 (eighteen) months from issuance of the IFC CCDs and will be paid at the end of this period, subject to applicable Law, followed by quarterly payments on the 15^th (fifteenth) day of the relevant month of such quarterly payment until the date of conversion and the interest payable in respect of each calendar year shall be calculated by dividing the annual interest due by 365 (three hundred and sixty five). In relation to such interest payments, IFC shall provide its account details no later than 1 (one) month before the payment is due. If full interest payment cannot be made during an applicable period, due to regulatory constraints, then the unpaid interest payment will accrue and be paid in subsequent periods, compounded for the period of delay in payment.

3.3 If the dividend payout in any given Financial Year to the Shareholders or to the holders of Series A CCPS or to the holders of Series B CCPS or to the holders of Series C CCPS of the Company, whichever is highest, is more than 10% (ten percent) of the amount invested for such securities by the holder of those securities, then the holders of the IFC CCDs will be entitled to an additional interest which shall be equal to the difference between (a) the percentage return (on the amount invested) received by the holders of such Equity Shares or the holders of Series A CCPS or the holders of Series B CCPS or to the holders of Series C CCPS; and (b) the rate of interest received by the holder of the IFC CCDs for that Financial Year, under the terms of paragraph 3.1.

3.4 For the purposes of calculation of interest, the issue price (i.e. par value and premium) of each IFC CCDs shall be considered in INR terms by applying the USD-INR conversion rate of USD 1 = INR 45.32 . The payment of interest shall, however, be made by the Company in USD terms by converting the INR amount so arrived at into USD amount by applying the reference rate of the Reserve Bank of India for USD-INR conversion as on the date on which the interest is paid out by the Company.

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4. Conversion

4.1 The IFC CCDs shall be convertible into Equity Shares of the Company at the option of the holders of the IFC CCDs in accordance with paragraph 4.2. Any IFC CCDs that have not been converted into Equity Shares of the Company shall compulsorily convert into the Equity Shares of the Company upon the earlier of:

(i) immediately prior to the listing of the Equity Shares pursuant to the QIPO or IPO, as approved by the Shareholders of the Company; and

(ii) The date which is 20 (twenty) years from the CCD Closing Date in relation to the IFC CCDs (the “Maturity Date”).

in each case, in accordance with the SHA. Upon occurrence of any of the event under paragraph 4.1(i) and (ii) above, the Company (and the Sponsors, where applicable) will immediately follow the procedure under paragraph 4.2(iv) below.

4.2 Optional Conversion

The holders of the IFC CCDs shall have the right, in the events set out in paragraph 4.2 (ii) of this Schedule after the CCD Closing Date, to require the Company, by a written notice (the “Conversion Notice”), to convert all or some of the IFC CCDs into Equity Shares of the Company. A copy of the Conversion Notice shall also be sent to the Sponsors, DEG, Helion, FC and Proparco. In case the conversion occurs prior to the expiry of the Maturity Date, then the conversion shall be completed within a period of 21 (twenty one) days from the date of the Conversion Notice.

(i) Conversion Ratio & Conversion Price

(a) The Conversion Ratio for the purposes of IFC CCDs shall be such that IFC CCD will convert into such number of Equity Shares so as to give the IFC CCD holder the IFC Required Return (hereinafter defined), without IFC being required to pay any amount for such conversion.

For purpose of this paragraph, with respect to the IFC CCDs, the term “IFC Required Return” shall mean (aa) 18% (eighteen percent) IRR; or (bb) 20% (twenty percent) IRR, in the event of conversion of the IFC CCDs into Equity Shares of the Company (a) in accordance with paragraph 4.1 (i) of this Schedule E, or (b) upon Transfer of the Equity Securities in terms of Clause 6.3.4 of the SHA, or (c) upon a voluntary sale of any or all the Equity Securities held by all the Investors and the voluntary sale of Equity Securities held by the Sponsors to a third party, such that pursuant to the sale of the Equity Securities there is a change in Control on the Company, or (d) upon a Liquidation Event B other than upon Transfer of all or more than 70% (seventy per cent) in value of the Company’s Assets. For calculating the IFC Required Return, the return of 18% (eighteen percent) IRR or 20% (twenty percent) IRR, as the case may be, shall be calculated from 9^th December 2010 till the date of the conversion of the IFC CCDs.

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Provided that, if the IFC CCD holder receives any interest from the Company prior to conversion, the value of the same will be deducted from the IFC Required Return. Provided further that, any amounts (in INR terms) received by IFC from AZI as interest/coupon on the IFC CCDs (as defined in AZI Shareholders Agreement) issued by AZI to IFC shall be deducted from the IFC Required Return taking into consideration the dates on which such amounts has been remitted by AZI to IFC.

For the calculation of the IFC Required Return, the aggregate investment amounts in IFC CCDs shall be considered in INR terms by applying the USD-INR conversion rate of USD 1 = INR 45.32 to the IFC CCD Investment Amount.

(b) A valuation of the Company to enable conversion of the IFC CCDs in accordance with (a) above shall be:

1) for the events specified in paragraph 4.2 (ii) (a), (b) and (g) and paragraph 4.1 (ii), the valuation as determined by one of the Big Four Accounting Firms selected in accordance with the procedure laid down in paragraph 4.2(i)(c) below;

2) for the events specified in paragraph 4.2(ii) (c), (d), (e) and (f), the valuation as offered by the third party purchaser; and

3) for the events specified in paragraph 4.3(i), the valuation per Equity Share (on a Fully Diluted Basis after giving effect to the conversion of all Equity Securities that are convertible to Equity Shares, as provided in the SHA) shall be equal to the initial public offering price of Equity Shares offered for sale/issue of Equity Shares by the Company pursuant to the IPO or QIPO.

(c) IFC shall set out in the Conversion Notice, the names of 2 (two) of the Big Four Accounting Firms that are selected by IFC, for the purpose of this paragraph 4.2(i)(c). Within 10 days of the date of the Conversion Notice, IFC, DEG, Helion, FC, Proparco, Company and Sponsors shall jointly agree to appoint 1 (one) of the 2 (two) Big Four Accounting Firms mentioned in the Conversion Notice to do the valuation of the Company, and shall jointly issue a notice to IFC in this respect. If IFC does not receive the aforesaid notice within the period of 10 (ten) days from the date of the Conversion Notice, then IFC shall have the right to select, in its sole discretion, 1 (one) of the 2 (two) Big Four Accounting Firms mentioned in the Conversion Notice to do the valuation of the Company.

(ii) The holders of the IFC CCDs will be entitled to exercise their conversion right in respect of the IFC CCDs just prior to or on the occurrence of the following events:

(a) Liquidation Event A or Liquidation Event B as defined in the SHA.

(b) Buy-back of the IFC CCDs in accordance with the terms of the SHA.

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(c) In the event holder of the IFC CCDs wishes to exercise its Co-Sale Right under Clause 6.3.3 (Co-Sale Rights) of the SHA.

(d) The event holder of the IFC CCDs wishes to exercise its Co-Sale Right under Clause 6.3.4 (Transfer to a Competitor) of the SHA.

(e) In the event holder of the IFC CCDs wishes to exercise its Drag Along Right under Clause 6.4 (Drag Right of the Investors) of the SHA.

(f) In the event holder of the IFC CCDs wishes to exercise its right under Clause 6.5 (Drag Right of IFC, DEG and Proparco) of the SHA.

(g) In the event holder of the IFC CCDs wishes to exercise the Deficit Call Option under Clause 6.6 (IFC, DEG and Proparco Call Option) of the SHA.

(iii) The Conversion Notice shall be dated and shall set forth:

(a) The number of IFC CCDs in respect of which the holders of the IFC CCDs are exercising their right to conversion in accordance with this paragraph 4.2;

(b) The number of Equity Shares of the Company that the IFC CCDs shall convert into; and

(c) The names of 2 (two) of the Big Four Accounting Firms that are selected by IFC for the purpose of paragraph 4.2 (i)(c), if applicable; and the reference valuation as offered by the third party purchaser, if applicable.

(iv) Upon receipt of the Conversion Notice, the Company shall effect the following:

(a) Convening of a meeting of the Board, in which meeting the Company shall approve the following:

• The conversion of such number of the IFC CCDs;

• The cancellation of the certificates representing such number of IFC CCDs that are converted; and

• The issuance and allotment of such number of Equity Shares of the Company that the IFC CCDs shall convert into.

in each case, as are mentioned in the Conversion Notice;

(b) Cancellation of the debenture certificates of IFC CCDs in respect of which the conversion right is exercised in the Conversion Notice; and thereafter issuance of duly stamped share certificates to the holders of the IFC CCDs to evidence such holders of the IFC CCDs as the owners of the Equity Shares issued upon conversion of such number of the IFC CCDs as are mentioned in the Conversion Notice;

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(c) Updating its register of members to reflect the holders of the IFC CCDs as the owners of the Equity Shares issued pursuant to the conversion of such number of the IFC CCDs as are mentioned in the Conversion Notice; and updating the register of debenture holders to indicate the conversion of the IFC CCDs into Equity Shares;

(d) The Company and the Sponsors shall do all such acts and deeds as may be necessary to give effect to the provision of this paragraph 4, including without limitation, convening a meeting of the Board to approve the splitting of the share certificates representing the IFC CCDs.

4.3 Automatic Conversion

(i) The Company shall forthwith convert all the IFC CCDs into Equity Shares based on the conversion price arrived in accordance with paragraph 4.2(i), if at any time after the CCDs Closing Date the Company undertakes an IPO/QIPO, provided that the Shareholders of the Company have consented to such IPO/QIPO in accordance with the SHA. The IFC CCDs shall convert into Equity Shares of the Company immediately prior to the listing of Equity Shares on the Relevant Market pursuant to the IPO/QIPO.

(ii) In the event that:

(A) The Company files an offer document with the appropriate Authority or Relevant Market in respect of the QIPO/IPO and, in connection with such filing, such Authority or Relevant Market requires the conversion of the IFC CCDs into Equity Shares of the Company prior to the completion of such IPO or QIPO; and

(B) The QIPO or the IPO does not complete on or prior to the Listing Date such that none of the issued, paid-up and subscribed share capital is admitted for trading on a Relevant Market on or prior to the Listing Date.

Then such conversion of IFC CCDs into Equity Shares shall be deemed to be a Conforming of Rights and the Company and the Sponsors shall comply with the provisions of Clause 8 (Reinstatement of Rights) of the SHA, and shall undertake all necessary actions to ensure that the holders of the IFC CCDs are placed in the same position, and possess the same rights as set forth in this Schedule E, they had the benefit of immediately prior to the occurrence of the event set forth in (a) above.

5 Liquidation Preference

Upon the occurrence of a Liquidation Event A or a Liquidation Event B with respect to the Company or its Subsidiaries and in terms of the SHA, the holders of the IFC CCDs shall receive the Liquidation Preference in accordance with the terms of the SHA and in the order of precedence set forth in the SHA.

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Upon the exercise of the Drag Right of the Investors or Drag Right of IFC, DEG and Proparco in accordance with Clause 6.4 and 6.5 of the SHA, the IFC CCDs shall be subject to the order of preference in terms of the sale of the Equity Securities and the returns on the Equity Securities as set out in the SHA. Notwithstanding the above, the holders of the IFC CCDs will also be entitled to the buy-back preferences in accordance with the terms of the SHA and in order of preference set forth in the SHA.

For the avoidance of doubt, it is hereby clarified that Equity Shares of the Company held by IFC pursuant to the conversion of the IFC CCDs shall be treated at par with the remaining Equity Shares of the Company for the purposes of this paragraph 5, save and except where the IFC CCDs are converted into Equity Shares of the Company on or immediately prior to and only in connection with IFC exercising its right in the case of events set out in this paragraph 5, in which case, notwithstanding anything to the contrary contained herein, the Equity Shares issued to the holder of the IFC CCDs will be entitled to priority in terms of payment in the like manner as the IFC CCDs as set out in this paragraph 5.

For the purposes of Clause 4 (Rights of the Investors), Clause 6.4 (Drag Right of the Investors), Clause 6.5 (Drag Right of IFC, DEG and Proparco), Clause 6.6 (IFC, DEG and Proparco Call Option), Clause 6.7 (Sponsors, Helion and FC Call Option), Clause 9 (Buy Back of Equity Securities) and Clause 9A (Buy Back from IFC, DEG and Proparco), the calculation of entitled amounts of the holders of IFC CCDs shall be considered in INR terms by applying the USD-INR conversion rate of USD 1 = INR 45.32 to the IFC CCD Investment Amount. However, to the extent relevant, at the time of payment of amounts to the holders of IFC CCDs in the above mentioned Clauses, the INR entitled amounts arrived at shall be converted into USD amount by applying the reference rate of the Reserve Bank of India for USD-INR conversion as on the date on which such payment is effected and the payment shall thereupon be made in USD amounts.

6 Transferability

Subject to the terms of the SHA, the IFC CCDs shall be freely transferable to any Person and holders of the IFC CCDs may assign all or any of the IFC CCDs and any rights attaching thereto under the SHA, without the prior consent of any Person.

7 Voting Rights

From and after the Transfer of the IFC CCDs in accordance with the terms of the SHA, the transferee of the IFC CCDs will be entitled to vote on every resolution placed before the Company in proportion to the Equity Shares held by such transferee in the share capital of the Company, assuming the transferred IFC CCDs have been converted into Equity Shares of the Company on the basis of the conversion price determined in paragraph 4.2(i) above.

From the date of conversion of the IFC CCDs, the voting percentage of all the shareholders in the Company shall be in proportion to their shareholding in the Company.

For the avoidance of doubt, it is hereby clarified, that IFC shall be entitled to exercise its voting rights as a debenture holder in the Company available to it under applicable Law.

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SCHEDULE F – TERMS AND CONDITIONS OF SERIES C CCPS

All capitalized terms used herein but not defined shall have the meaning given to them under this Agreement. Reference to a paragraph under this Schedule shall be a reference to the paragraph of this Schedule.

1. Issue Price

The Series C CCPS shall have the issue price as indicated in Schedule Y of this Agreement.

2. Dividend

Each of the holders of Series C CCPS shall be entitled to payment of 8% (eight per cent) non-cumulative dividend per annum (calculated on the issue price) on each of the Series C CCPS by way of dividend from the Company in accordance with applicable Law as and when the Board of the Company declares any dividend. The dividends payable on the Series C CCPS shall be senior to dividend payments to holders of Series A CCPS and other Equity Shares of the Company.

Subject to applicable Law, each of the holders of Series C CCPS shall be individually entitled, in addition and cumulative to the above, to participate in the distribution of the profits of the Company made to the other shareholders of the Company (for the purpose of this paragraph all the Series C CCPS shall be assumed as if have been converted to Equity Shares at the Conversion Factor).

For the purposes of calculation of dividends, the issue price (i.e. par value and premium) of each Series C CCPS shall be considered in INR terms by applying the USD-INR conversion rate as indicated in Schedule Y of this Agreement. The payment of dividend shall, however, be made by the Company in USD terms by converting the INR amount so arrived at into USD amount by applying the reference rate of the Reserve Bank of India for USD-INR conversion as on the date on which the dividend is paid out by the Company.

3. Term

Unless converted in accordance with the terms of this Schedule, the Articles of the Company and applicable Laws, the term of the Series C CCPS shall be a maximum of 20 (twenty) years from the date of their issuance.

4. Voting

4.1 From and after the issuance of the Series C CCPS, the voting rights of each Series C CCPS on every resolution placed before the Company shall, be in proportion to the share capital that the Series C CCPS represent, assuming the Series C CCPS have been converted into Equity Shares of the Company on the basis of the Conversion Factor set out below.

4.2 From the date of conversion of the Series C CCPS into Equity Shares, the voting percentage of their holders in the Company shall be in proportion to their shareholding in the Company.

5. Conversion

5.1 The Series C CCPS shall be convertible into Equity Shares of the Company at the option of the

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holders of the Series C CCPS in accordance with paragraph 5.2. Any Series C CCPS that have not been converted into the Equity Shares of the Company shall compulsorily convert into the Equity Shares of the Company in accordance with paragraph 5.3 below, upon the earlier of:

(i) immediately prior to the listing of the Equity Shares pursuant to the QIPO or IPO, as approved by the Shareholders of the Company; and

(ii) The date which is 20 (twenty) years from the date of the issuance of the Series C CCPS (the “Maturity Date”),

in each case, in accordance with the terms of this Agreement.

5.2 Optional Conversion

(i) The holders of the Series C CCPS shall severally have the right, at any time and from time to time at their sole option after their issuance, to require the Company, by written notice (the “Conversion Notice”), to convert their respective Series C CCPS into Equity Shares of the Company. A copy of the Conversion Notice shall be sent to the Sponsors, Proparco, IFC, DEG, FC and Helion. In case the conversion occurs prior to the expiry of the Maturity Date, then the conversion shall be completed within a period of 21 (twenty one) days from the date of the Conversion Notice. The Series C CCPS will be convertible into Equity Shares of the Company at a conversion ratio of 1:0.3424 (the “Conversion Factor”), without being required to pay any amount for such conversion. However, if the holders of Series C CCPS are unable to receive amounts equal to their entitlements under Clause 4.1, Clause 6.4, Clause 6.5 or Clause 9 of the SHA (as applicable) on the basis of the Conversion Factor of 1:0.3424, then each Series C CCPS shall be converted at such higher conversion ratio that will permit the holders of Series C CCPS to receive the amounts that they are entitled under Clause 4.1, Clause 6.4, Clause 6.5 or Clause 9, of the SHA, as applicable; in which event the term ‘Conversion Factor’ shall be reckoned accordingly. For avoidance of doubts, the holders of Series C CCPS shall not be entitled to any proceeds over and above their entitlements under Clause 4.1, Clause 6.4, Clause 6.5 or Clause 9 of the SHA, irrespective of the Conversion Factor.

(ii) The Conversion Notice shall be dated and shall set forth:

(a) The number of Series C CCPS in respect of which the holders of the Series C CCPS are exercising their right to conversion in accordance with this paragraph 5.2; and

(b) The number of Equity Shares of the Company that the Series C CCPS shall convert into.

(iii) Upon receipt of the Conversion Notice, the Company shall effect the following:

(a) Convening of a meeting of the Board, in which meeting the Company shall approve the following:

(A) The conversion of the relevant Series C CCPS;

(B) The cancellation of the share certificates representing such number of

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the Series C CCPS; and

(C) The issuance and allotment of such number of Equity Shares of the Company that the Series C CCPS shall convert into,

in each case, as are mentioned in the Conversion Notice;

(b) Cancellation of the share certificates of Series C CCPS in respect of which the conversion right is exercised in the Conversion Notice; and thereafter issuance of duly stamped share certificates to the holders of the Series C CCPS to evidence such holders of the Series C CCPS as the owners of the Equity Shares issued upon conversion of their respective Series C CCPS as are mentioned in the Conversion Notice;

(c) Updating its register of members to reflect the holders of the Series C CCPS as the owners of the Equity Shares issued pursuant to the conversion of the relevant Series C CCPS as mentioned in the Conversion Notice;

(d) The Company and the Sponsors shall do all such acts and deeds as may be necessary to give effect to the provisions of this paragraph 5, including without limitation, convening a meeting of the Board to approve the splitting of the share certificates representing the Series C CCPS.

5.3 Automatic Conversion

(i) The Company shall forthwith convert all the Series C CCPS into shares, based on the Conversion Factor, if at any time after their issuance the Company undertakes an IPO/QIPO, provided that the Shareholders of the Company have consented to such IPO/QIPO in accordance with the SHA. The Series C CCPS shall convert into Equity Shares of the Company at the Conversion Factor, immediately prior to the listing of Equity Shares on the Relevant Market pursuant to the IPO/QIPO.

(ii) In the event that:

(a) The Company files an offer document with the appropriate Authority or Relevant Market in respect of the QIPO/IPO and, in connection with such filing such Authority or Relevant Market requires the conversion of the Series C CCPS into Equity Shares of the Company prior to the completion of such IPO or QIPO; and

(b) The QIPO/IPO does not complete on or prior to the Listing Date such that none of the issued, paid-up and subscribed share capital is admitted for trading on a Relevant Market on or prior to the Listing Date,

then such conversion of Series C CCPS into Equity Shares shall be deemed to be a Conforming of Rights and the Company and the Sponsors shall comply with the provisions of Clause 8 (Reinstatement of Rights) of this Agreement and shall undertake all necessary actions to ensure that the holders of the Series C CCPS are placed in the same position, and possess the same rights as set forth in this Schedule F, they had the benefit of immediately prior to the occurrence of the event set forth in (a) above.

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6. Liquidation Preference

Upon the occurrence of a Liquidation Event A or Liquidation Event B with respect to the Company or its Subsidiaries, the holders of the Series C CCPS shall receive the Liquidation Preference in accordance with the terms of this Agreement and in the order of precedence set forth in this Agreement.

Upon the exercise of the Drag Right of the Investors or Drag Right of IFC, DEG and Proparco in accordance with Clause 6.4 and 6.5 of this Agreement, the Series C CCPS shall be subject to the order of preference in terms of the sale of the Equity Securities and the returns on the Equity Securities as set out in this Agreement. Notwithstanding the above, the holders of the Series C CCPS will also be entitled to the buyback preferences in accordance with the terms of this Agreement and in order of preference set forth in this Agreement.

For the purposes of Clause 4 (Rights of the Investors), Clause 6.4 (Drag Right of the Investors), Clause 6.5 (Drag Right of IFC, DEG and Proparco), Clause 9 (Buy Back of Equity Securities) and Clause 9A (Buy Back from IFC, DEG and Proparco), the calculation of entitled amounts of the holders of Series C CCPS shall be considered in INR terms by applying the USD-INR conversion rate as indicated in Schedule Y of this Agreement to the amounts invested in Series C CCPS. However, to the extent relevant, at the time of payment of amounts to the holders of Series C CCPS in the above mentioned Clauses, the INR entitled amounts arrived at shall be converted into USD amount by applying the reference rate of the Reserve Bank of India for USD-INR conversion as on the date on which such payment is effected and the payment shall thereupon be made in USD amounts.

7. Transferability

Subject to the terms of this Agreement, the Series C CCPS shall be freely transferable to any Person, and the holders of the Series C CCPS may assign all or any of the Series C CCPS and any rights attaching under this Agreement, without the prior consent of any Person.

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SCHEDULE G – TERMS AND CONDITIONS OF SERIES D CCPS

All capitalized terms used herein but not defined shall have the meaning given to them under the Agreement. Reference to a paragraph under this Schedule shall be a reference to the paragraph of this Schedule.

1. Issue Price

The Series D CCPS shall have the issue price as indicated in Schedule Y of this Agreement.

2. Dividend

Each of the holders of Series D CCPS shall be entitled to payment of 8% (eight per cent) non- cumulative dividend per annum (calculated on the issue price) on each of the Series D CCPS by way of dividend from the Company in accordance with applicable Law as and when the Board of the Company declares any dividend. The dividends payable on the Series D CCPS shall be senior to dividend payments to holders of Series A CCPS and other Equity Shares of the Company.

Subject to applicable Law, each of the holders of Series D CCPS shall be individually entitled, in addition and cumulative to the above, to participate in the distribution of the profits of the Company made to the other shareholders of the Company (for the purpose of this paragraph all the Series D CCPS shall be assumed as if have been converted to Equity Shares at the Conversion Factor).

For the purposes of calculation of dividends, the issue price (i.e. par value and premium) of each Series D CCPS shall be considered in INR terms by applying the USD-INR conversion rate as indicated in Schedule Y of this Agreement. The payment of dividend shall, however, be made by the Company in USD terms by converting the INR amount so arrived at into USD amount by applying the reference rate of the Reserve Bank of India for USD-INR conversion as on the date on which the dividend is paid out by the Company.

3. Term

Unless converted in accordance with the terms of this Schedule, the Articles of the Company and applicable Laws, the term of the Series D CCPS shall be a maximum of 20 (twenty) years from the date of their issuance.

4. Voting

4.1 From and after the issuance of the Series D CCPS, the voting rights of each Series D CCPS on every resolution placed before the Company shall be in proportion to the share capital that the Series D CCPS held by such holder represent, assuming the Series D CCPS have been converted into Equity Shares of the Company on the basis of the Conversion Factor set out below.

4.2 From the date of conversion of the Series D CCPS into the Equity Shares, the voting percentage of their holders in the Company shall be in proportion to their shareholding in the Company.

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5. Conversion

5.1 The Series D CCPS shall be convertible into Equity Shares of the Company at the option of the holders of the Series D CCPS in accordance with paragraph 5.2. Any Series D CCPS that have not been converted into the Equity Shares of the Company shall compulsorily convert into the Equity Shares of the Company in accordance with paragraph 5.3 below, upon the earlier of:

(i) immediately prior to the listing of the Equity Shares pursuant to the QIPO or IPO, as approved by the Shareholders of the Company; and

(ii) The date which is 20 (twenty) years from the date of the issuance of the Series D CCPS (the “Maturity Date”),

in each case, in accordance with the terms of this Agreement.

5.2 Optional Conversion

(i) The holders of the Series D CCPS shall severally have the right, at any time and from time to time at their sole option after their issuance, to require the Company, by written notice (the “Conversion Notice”), to convert their respective Series D CCPS into Equity Shares of the Company. A copy of the Conversion Notice shall also be sent to the Sponsors, Proparco, Helion, FC and IFC. In case the conversion occurs prior to the expiry of the Maturity Date, then the conversion shall be completed within a period of 21 (twenty one) days from the date of the Conversion Notice. The Series D CCPS will be convertible into Equity Shares of the Company at a conversion ratio of 1:1 (the “Conversion Factor”), without being required to pay any amount for such conversion. However, if the holders of Series D CCPS are unable to receive amounts equal to their entitlements under Clause 4.1, Clause 6.4, Clause 6.5 or Clause 9 of the SHA (as applicable) on the basis of the Conversion Factor of 1:1, then each Series D CCPS shall be converted at such higher conversion ratio that will permit the holders of Series D CCPS to receive the amounts that they are entitled under Clause 4.1, Clause 6.4, Clause 6.5 or Clause 9 of the SHA as applicable; in which event the term ‘Conversion Factor’ shall be reckoned accordingly. For avoidance of doubts, the holders of Series D CCPS shall not be entitled to any proceeds over and above their entitlements under Clause 4.1, Clause 6.4, Clause 6.5 or Clause 9 of the SHA, irrespective of the Conversion Factor.

(ii) The Conversion Notice shall be dated and shall set forth:

(a) The number of Series D CCPS in respect of which the holders of the Series D CCPS are exercising their right to conversion in accordance with this paragraph 5.2; and

(b) The number of Equity Shares of the Company that the Series D CCPS shall convert into.

(iii) Upon receipt of the Conversion Notice, the Company shall effect the following:

(a) Convening of a meeting of the Board, in which meeting the Company shall approve the following:

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(A) The conversion of the relevant Series D CCPS;

(B) The cancellation of the share certificates representing such number of the Series D CCPS; and

(C) The issuance and allotment of such number of Equity Shares of the Company that the Series D CCPS shall convert into,

in each case, as are mentioned in the Conversion Notice;

(b) Cancellation of the share certificates of Series D CCPS in respect of which the conversion right is exercised in the Conversion Notice; and thereafter issuance of duly stamped share certificates to the holders of the Series D CCPS to evidence such holders of the Series D CCPS as the owners of the Equity Shares issued upon conversion of their respective Series D CCPS as are mentioned in the Conversion Notice;

(c) Updating its register of members to reflect the holders of the Series D CCPS as the owners of the Equity Shares issued pursuant to the conversion of the relevant Series D CCPS as mentioned in the Conversion Notice;

(d) The Company and the Sponsors shall do all such acts and deeds as may be necessary to give effect to the provisions of this paragraph 5, including without limitation, convening a meeting of the Board to approve the splitting of the share certificates representing the Series D CCPS.

5.3 Automatic Conversion

(i) The Company shall forthwith convert all the Series D CCPS into shares, based on the Conversion Factor, if at any time after their issuance the Company undertakes an IPO/QIPO, provided that the Shareholders of the Company have consented to such IPO/QIPO in accordance with the SHA. The Series D CCPS shall convert into Equity Shares of the Company at the Conversion Factor, immediately prior to the listing of Equity Shares on the Relevant Market pursuant to the IPO/QIPO.

(ii) In the event that:

(a) The Company files an offer document with the appropriate Authority or Relevant Market in respect of the QIPO/IPO and, in connection with such filing, such Authority or Relevant Market requires the conversion of the Series D CCPS into Equity Shares of the Company prior to the completion of such IPO or QIPO; and

(b) The QIPO/IPO does not complete on or prior to the Listing date such that none of the issued, paid-up and subscribed share capital is admitted for trading on a Relevant Market on or prior to Listing Date,

then such conversion of Series D CCPS into Equity Shares shall be deemed to be a Conforming of Rights and the Company and the Sponsors shall comply with the provisions of Clause 8 (Reinstatement of Rights) of this Agreement and shall undertake all necessary actions to ensure that the holders of the Series D CCPS are placed in the

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same position, and possess the same rights as set forth in this Schedule G, they had the benefit of immediately prior to the occurrence of the event set forth in (a) above.

6. Liquidation Preference

Upon the occurrence of a Liquidation Event A or Liquidation Event B with respect to the Company or its Subsidiaries and in accordance with the terms of this Agreement, the holders of the Series D CCPS shall receive the Liquidation Preference in accordance with the terms of this Agreement and in the order of precedence set forth in this Agreement.

Upon the exercise of the Drag Right of the Investors or Drag Right of IFC, DEG and Proparco in accordance with Clause 6.4 and 6.5 of this Agreement, the Series D CCPS shall be subject to the order of preference in terms of the sale of the Equity Securities and the returns on the Equity Securities as set out in this Agreement. Notwithstanding the above, the holders of the Series D CCPS will also be entitled to the buy-back preferences in accordance with the terms of this Agreement and in order of preference set forth in this Agreement.

For the purposes of Clause 4 (Rights of the Investors), Clause 6.4 (Drag Right of the Investors), Clause 6.5 (Drag Right of IFC, DEG and Proparco), Clause 9 (Buy Back of Equity Securities) and Clause 9A (Buy Back from IFC, DEG and Proparco), the calculation of entitled amounts of the holders of Series D CCPS shall be considered in INR terms by applying the USD-INR conversion rate as indicated in Schedule Y of this Agreement to the amounts invested in Series D CCPS. However, to the extent relevant, at the time of payment of amounts to the holders of Series D CCPS in the above mentioned Clauses, the INR entitled amounts arrived at shall be converted into USD amount by applying the reference rate of the Reserve Bank of India for USD-INR conversion as on the date on which such payment is effected and the payment shall thereupon be made in USD amounts.

7. Transferability

Subject to the terms of this Agreement, the Series D CCPS shall be freely transferable to any Person, and the holders of the Series D CCPS may assign all or any of the Series D CCPS and any rights attaching under the Agreement, without the prior consent of any Person.

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SCHEDULE H- TERMS AND CONDITIONS OF DEG CCDS

All capitalized terms used herein but not defined shall have the meaning given to them under the SHA.

Reference to a paragraph under this Schedule shall be a reference to the paragraph of this Schedule.

1. Form and Status of DEG CCDs

Each of DEG CCDs shall have the issue price of USD 19.89 (United States Dollar Nineteen and Eighty Nine Cents)

2. Term

Unless converted in accordance with the terms of this Schedule H, the Articles of the Company and applicable Laws, the term of the DEG CCDs shall be a maximum of 20 (twenty) years from their issuance. The date on which the DEG CCDs were issued and allotted to DEG shall be referred as “Subscription Closing Date”.

3. Interest

3.1 The DEG CCDs will bear interest at the rate of 5% (five percent) per annum up to the date of their conversion into Equity Shares of the Company in accordance with paragraph 4 below.

3.2 The interest will accrue for a period of 18 (eighteen) months from issuance of the DEG CCDs and will be paid at the end of this period, subject to applicable Law, followed by quarterly payments on the 15^th (fifteenth) day of the relevant month of such quarterly payment until the date of conversion and the interest payable in respect of each calendar year shall be calculated by dividing the annual interest due by 365 (three hundred and sixty five). In relation to such interest payments, DEG shall provide its account details no later than 1 (one) month before the payment is due. If full interest payment cannot be made during an applicable period, due to any constraints including but not limited to regulatory constraints, then the unpaid interest payment will accrue and be paid in subsequent periods, compounded for the period of delay in payment.

3.3 If the dividend payout in any given financial year to the Shareholders or to the holders of Series A CCPS (as defined in the SHA) or to the holders of Series B CCPS (as defined in the SHA) or to the holders of Series C CCPS (as defined in this SHA) of the Company, whichever is highest, is more than 5% (five per cent) of the amount invested for such securities by the holder of those securities, then the holders of the DEG CCDs will be entitled to an additional interest which shall be equal to the difference between (a) the percentage return (on the amount invested) received by the holders of such Equity Shares or the holders of Series A CCPS or the holders of Series B CCPS or to the holders of Series C CCPS; and (b) the rate of interest received by the holder of the DEG CCDs for that financial year under the terms of paragraph 3.1.

3.4 For the purposes of calculation of interest, the issue price (i.e. par value and premium) of each DEG CCDs shall be considered in INR terms by applying the USD-INR conversion rate of USD 1 = INR 50.27. The payment of interest shall, however, be

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made by the Company in USD terms by converting the INR amount so arrived at into USD amount by applying the reference rate of the Reserve Bank of India for USD-INR conversion as on the date on which the interest is paid out by the Company.

4. Conversion

4.1 The DEG CCDs shall be convertible into Equity Shares of the Company at the option of the holders of the DEG CCDs in accordance with paragraph 4.2. Any DEG CCDs that have not been converted into Equity Shares of the Company shall compulsorily convert into the Equity Shares of the Company upon the earlier of:

(i) immediately prior to the listing of the Equity Shares pursuant to the QIPO or IPO, as approved by the Shareholders of the Company; and

(ii) The date which is 20 (twenty) years from the Subscription Closing Date in relation to the DEG CCDs (the “Maturity Date”),

in each case, in accordance with this SHA. Upon occurrence of any of the event under paragraph 4.1 (i) and (ii) above the Company (and the Sponsors, where applicable) will immediately follow the procedure under paragraph 4.2 (iv) below.

4.2 Optional Conversion

The holders of the DEG CCDs shall have the right, in the events set out in paragraph 4.2 (ii) of this Schedule after the Subscription Closing Date of DEG CCDs to require the Company, by a written notice (the “Conversion Notice”), to convert all or some of the DEG CCDs into Equity Shares of the Company. A copy of the Conversion Notice shall also be sent to the Sponsors, IFC, Proparco, Helion and FC. In case the conversion occurs prior to the expiry of the Maturity Date, then the conversion shall be completed within a period of 21 (twenty one) days from the date of the Conversion Notice.

(i) Conversion Ratio & Conversion Price

(a) The Conversion Ratio for the purposes of DEG CCDs shall be such that each DEG CCD will convert into such number of Equity Shares, so as to give the DEG CCD holders the DEG Required Return, without DEG being required to pay any amount for such conversion.

For purposes of this paragraph, the term “DEG Required Return” for the purposes of the DEG CCDs shall mean (aa) 16% (sixteen percent) IRR; or (bb) 18.4% (Eighteen point four Percent) IRR, in the event of conversion of the DEG CCDs into Equity Shares of the Company (a) in accordance with paragraph 4.1 (i) of this Schedule H, or (b) upon Transfer of the Equity Securities in terms of Clause 6.3.4 of the SHA, or (c) upon a voluntary sale of any or all the Equity Securities held by all the Investors and the voluntary sale of Equity Securities held by the Sponsors to a third party, such that pursuant to the sale of the Equity Securities there is a change in Control on the Company, or (d) upon a Liquidation Event B other than upon Transfer of all or more than 70% (seventy percent) in value of the Company’s Assets. For calculating the DEG Required Return, the

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return of 16% (sixteen percent) IRR or 18.4% (eighteen point four percent) IRR, as the case may be, shall be calculated from 11^th November 2011 till the date of the conversion of the DEG CCDs.

Provided that, if the DEG CCD holder receives any interest from the Company prior to conversion, the value of the same will be deducted from the DEG Required Return. Provided further that, any amounts (in INR terms) received by DEG from AZI as interest/coupon on the compulsorily convertible debentures that DEG held in AZI shall be deducted from the DEG Required Return taking into consideration the dates on which such amounts has been remitted by AZI to DEG.

For the calculation of the DEG Required Return, the aggregate investment amounts in DEG CCDs shall be considered in INR terms by applying the USD-INR conversion rate of USD 1 = INR 50.27 to the DEG Investment Amount.

(b) A valuation of the Company to enable conversion of the DEG CCDs in accordance with (a) above shall be:

1) for the events specified in paragraph 4.2 (ii) (a), (b) and (g) and paragraph 4.1(ii), the valuation as determined by one of the Big Four Accounting Firms selected in accordance with the procedure laid down in paragraph 4.2 (c) below;

2) for the events specified in paragraph 4.2(ii) (c), (d), (e) and (f), the valuation as offered by the third party purchaser; and

3) for the events specified in paragraph 4.3(i), the valuation per Equity Share (on a fully diluted basis after giving effect to the conversion of all Equity Securities that are convertible to Equity Shares, as provided in the SHA) shall be equal to the initial public offering price of Equity Shares offered for sale/issue of Equity Shares by the Company pursuant to the IPO or QIPO.

(c) DEG shall set out in the Conversion Notice, the names of 2 (two) of the Big Four Accounting Firms that are selected by DEG for the purpose of paragraph 4.2(i)(c). Within 10 (ten) days of the date of the Conversion Notice, IFC, Helion, FC, DEG, Proparco, Company and Sponsors shall jointly agree to appoint one of the 2 (two) Big Four Accounting Firms mentioned in the Conversion Notice to do the valuation of the Company, and shall jointly issue a notice to DEG in this respect. If DEG does not receive the aforesaid notice within the period of 10 days from the date of the Conversion Notice, then DEG shall have the right to select, in its sole discretion, one of the 2 (two) Big Four Accounting Firms mentioned in the Conversion notice to do the valuation of the Company.

(ii) The holders of the DEG CCDs will be entitled to exercise their conversion right in respect of the DEG CCDs just prior to or on the occurrence of the following events:

(a) Liquidation Event A or Liquidation Event B as defined in the SHA.

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(b) Buy-back of the DEG CCDs in accordance with the terms of the SHA.

(c) In the event holder of the DEG CCDs wishes to exercise its Co-Sale Right under Clause 6.3.3 (Co -Sale Rights) of the SHA.

(d) In the event holder of the DEG CCDs wishes to exercise its Co-Sale Right under Clause 6.3.4 (Transfer to a Competitor) of the SHA.

(e) In the event holder of the DEG CCDs wishes to exercise its Drag Along Right under Clause 6.4 (Drag Right to the Investors) of the SHA.

(f) In the event holder of the DEG CCDs wishes to exercise its right under Clause 6.5 (Drag Right of DEG, IFC and Proparco) of the SHA.

(g) In the event holder of the DEG CCDs wishes to exercise the Deficit Call Option under Clause 6.6 (IFC, DEG and Proparco Call Option) of the SHA.

(iii) The conversion Notice shall be dated and shall set forth:

(a) The number of DEG CCDs in respect of which the holders of the DEG CCDs are exercising their right to conversion in accordance with this paragraph 4.2;

(b) The number of Equity Shares of the Company that the DEG CCDs shall convert into; and

(c) The names of 2 of the Big Four Accounting Firms that are selected by DEG for the purpose of paragraph 4.2(i)(c), if applicable; and the reference valuation as offered by the third party purchaser, if applicable.

(iv) Upon receipt of the Conversion Notice, the Company shall effect the following:

(a) Convening of a meeting of the Board, in which meeting the Company approve the following:

• The conversion of such number of the DEG CCDs;

• The cancellation of the certificates representing such number of DEG CCDs that are converted;

• The issuance and allotment of such number of Equity Shares of the Company that the DEG CCDs shall convert into.

in each case, as are mentioned in the Conversion Notice;

(b) Cancellation of the debenture certificates of DEG CCDs in respect of which the conversion right is exercised in the Conversion Notice; and thereafter issuance of duly stamped share certificates to the holders of the DEG CCDs to

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evidence such holders of the DEG CCDs as the owners of the Equity Shares issued upon conversion of such number of the DEG CCDs as are mentioned in the Conversion Notice;

(c) Updating its register of members to reflect the holders of the DEG CCDs as the owners of the Equity Shares issued pursuant to the conversion of such number of the DEG CCDs as are mentioned in the Conversion Notice; and updating the register of debenture holders to indicate the conversion of the DEG CCDs into Equity Shares;

(d) The Company and the Sponsors shall do all such acts and deeds as may be necessary to give effect to the provision of this paragraph 4, including without limitation, convening a meeting of the Board to approve the splitting of the share certificates representing the DEG CCDs.

4.3 Automatic Conversion

(i) The Company shall forthwith convert all the DEG CCDs into Equity Shares based on the conversion price arrived in accordance with paragraph 4.2(i), if at any time after the Subscription Closing Date the Company undertakes an IPO/QIPO, provided that the Shareholders of the Company have consented to such IPO/QIPO in accordance with the SHA. The DEG CCDs shall convert into Equity Shares of the Company immediately prior the listing of Equity Shares on the Relevant Market pursuant to the IPO/QIPO.

(ii) In the event that:

(a) The Company files an offer document with the appropriate Authority or Relevant Market in respect of the QIPO or an IPO and, in connection with such filing, such Authority or Relevant Market requires the conversion of the DEG CCDs into Equity Shares of the Company prior to the completion of such IPO or QIPO; and

(b) Within the Listing Date, (as defined in the SHA), the QIPO or the IPO does not complete on or prior to the Listing Date such that none of the issued, paid-up and subscribed share capital is admitted to trading on a Relevant Market (as defined in the SHA) on or prior to the Listing Date.

Then such conversion of Series DEG CCDs into Equity Shares shall be deemed to be a Conforming of Rights and the Company and the Sponsors shall comply with the provisions of Clause 8 (Reinstatement of Rights) of the SHA and shall undertake all necessary actions to ensure that the holders of the DEG CCDs are placed in the same position, and possess the same rights as set forth in this Schedule H, they had the benefit of immediately prior to the occurrence of the event set forth in (i) above.

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5. Liquidation Preference

Upon the occurrence of a Liquidation Event A or a Liquidation Event B with respect to the Company or its Subsidiaries and in accordance with the terms of the SHA, the holders of the DEG CCDs shall receive the Liquidation Preference in accordance with the terms of the SHA and in the order of precedence set forth in the SHA.

Upon the exercise of the Drag Right of the Investors or Drag Right of IFC, DEG and Proparco in accordance with Clause 6.4 and 6.5 of the SHA, the DEG CCDs shall be subject to the order of preference in terms of the sale of the Equity Securities and the returns on the Equity Securities as set out in the SHA. Notwithstanding the above, the holders of the DEG CCDs will also be entitled to the buy-back preferences in accordance with the terms of the SHA and in order of preference set forth in the SHA.

For the avoidance of doubt, it is hereby clarified that Equity Shares of the Company held by DEG pursuant to the conversion of the DEG CCDs shall be treated at par with the remaining Equity Shares of the Company for the purposes of this paragraph 5, save and except where the DEG CCDs are converted into Equity Shares of the Company on or immediately prior and only in connection with DEG exercising its right in the case of events set out in this paragraph 5, in which case, notwithstanding anything to the contrary contained herein, the Equity Shares issued to the holder of the DEG CCDs will be entitled to priority in terms of payment in the like manner as the DEG CCDs as set out in this paragraph 5.

For the purposes of Clause 4 (Rights of the Investors), Clause 6.4 (Drag Right of the Investors), Clause 6.5 (Drag Right of IFC, DEG and Proparco), Clause 6.6 (IFC, DEG and Proparco Call Option), Clause 6.7 (Sponsors, Helion and FC Call Option), Clause 9 (Buy Back of Equity Securities) and Clause 9A (Buy Back from IFC, DEG and Proparco), the calculation of entitled amounts of the holders of DEG CCDs shall be considered in INR terms by applying the USD-INR conversion rate of USD 1 = INR 50.27 to the, DEG Investment Amount, However, to the extent relevant, at the time of payment of amounts to the holders of DEG CCDs in the above mentioned Clauses, the INR entitled amounts arrived at shall be converted into USD amount by applying the reference rate of the Reserve Bank of India for USD-INR conversion as on the date on which such payment is effected and the payment shall thereupon be made in USD amounts.

6. Transferability

Subject to the terms of the SHA, the DEG CCDs shall be freely transferable to any person and holders of the DEG CCDs may assign all or any of the DEG CCDs and any rights attaching thereto under the SHA, without the prior consent of any Person.

7. Voting Rights

From and after the issuance of the DEG CCDs, DEG shall only be entitled to exercise voting rights on every resolution in respect of Schedule M placed before the Company on the basis of its shareholding in the Company on an As if Converted Basis subject to the terms of the SHA. Provided however that upon the transfer of the DEG CCDs in accordance with the terms of the SHA, the transferee of the DEG CCDs will be entitled to vote on every resolution placed before the Company in proportion to the Equity Shares held by such transferee in the share capital of

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the Company, assuming the transferred DEG CCDs have been converted into Equity Shares of the Company on the basis of the conversion price as determined in paragraph 4.2(i) above.

From the date of conversion of the DEG CCDs, the voting percentage of all the shareholders in the Company shall be in proportion to their shareholding in the Company.

For the avoidance of doubt, it is hereby clarified, that DEG shall be entitled to exercise its voting rights as a debenture holder in the Company available to it under applicable Law.

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SCHEDULE I- TERMS AND CONDITIONS OF IFC II CCDS

All capitalized terms used herein but not defined shall have the meaning given to them under the SHA. Reference to a paragraph under this Schedule shall be a reference to the paragraph of this Schedule.

1. Form and Status of IFC II CCDs

Each IFC II CCD shall have the issue price of USD 36.85 (United States Dollars Thirty Six and Eighty Five Cents).

2. Term

Unless converted in accordance with the terms of this Schedule I, the Articles of the Company and applicable Laws, the terms of the IFC II CCDs shall be a maximum of 20 (twenty) years from their issuance. The date on which the IFC II CCDs were issued and allotted to IFC shall be referred as “CCDs II Closing Date”.

3. Interest

3.1 IFC II CCDs shall not carry any annual interest; however, if any dividend payout is made in any given Financial Year to the Shareholders or the holders of any CCPS of the Company, whichever is higher, IFC II CCDs shall be entitled to interest/ dividend which shall be equal to the percentage return (on the amount invested) received by the holders of Equity Shares or the holders of such CCPS, as the case may be, for that financial year under the terms of the SHA.

3.2 For the purposes of calculation of interest, the issue price (i.e. par value and premium) of each IFC II CCDs shall be considered in INR terms by applying the USD-INR conversion rate of USD 1 = INR 54.27. The payment of interest shall, however, be made by the Company in USD terms by converting the INR amount so arrived at into USD amount by applying the reference rate of the Reserve Bank of India for USD-INR conversion as on the date on which the interest is paid out by the Company.

4. Conversion

4.1 The IFC II CCDs shall be convertible into Equity Shares of the Company at the option of the holders of the IFC II CCDs in accordance with paragraph 4.2. Any IFC II CCDs that have not been converted into Equity Shares of the Company shall compulsorily convert into the Equity Shares of the Company upon the earlier of:

(i) immediately prior to the listing of the Equity Shares pursuant to the QIPO or IPO, as approved by the Shareholders of the Company; and

(ii) The date which is 20 (twenty) years from the CCDs II Closing Date in relation to the IFC II CCDs (the “Maturity Date”),

in each case, in accordance with this SHA. Upon occurrence of any of the event under paragraph 4.1 (i) and (ii) above the Company (and the Sponsors, where applicable) will immediately follow the procedure under paragraph 4.2 (iv) below.

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4.2 Optional Conversion

The holders of the IFC II CCDs shall have the right, in the events set out in paragraph 4.2 (ii) of this Schedule I after the CCDs II Closing Date of IFC II CCDs to require the Company, by a written notice (the “Conversion Notice”), to convert all or some of the IFC II CCDs into Equity Shares of the Company. A copy of the Conversion Notice shall also be sent to the Sponsors, Proparco, DEG, Helion and FC. In case the conversion occurs prior to the expiry of the Maturity Date, then the conversion shall be completed within a period of 21 (twenty one) days from the date of the Conversion Notice.

(i) Conversion Ratio & Conversion Price

(a) The Conversion Ratio for the purposes of IFC II CCDs shall be such that IFC II CCDs will convert into such number of Equity Shares, so as to give IFC II CCDs holders the IFC II Required Return, without IFC being required to pay any amount for such conversion.

For purposes of this paragraph, the term “IFC II Required Return” for the purposes of the IFC II CCDs shall mean (aa) 16% (sixteen percent) IRR; or (bb) 18.4% (Eighteen point four Percent) IRR, in the event of conversion of the IFC II CCDs into Equity Shares of the Company (a) in accordance with paragraph 4.1 (i) of this Schedule I, or (b) upon Transfer of the Equity Securities in terms of Clause 6.3.4 of the SHA, or (c) upon a voluntary sale of any or all the Equity Securities held by all the Investors and the voluntary sale of Equity Securities held by the Sponsors to a third party, such that pursuant to the sale of the Equity Securities there is a change in Control on the Company, or (d) upon a Liquidation Event B other than upon Transfer of all or more than 70% (seventy percent) in value of the Company’s Assets. For calculating the IFC II Required Return, the return of 16% (sixteen percent) IRR or 18.4% (eighteen point four percent) IRR, as the case may be, shall be calculated from 12^th December 2012 till the date of the conversion of the IFC II CCDs.

Provided that, if the IFC II CCDs holder receives any interest from the Company prior to conversion, the value of the same will be deducted from the IFC II Required Return.

For the calculation of the IFC II Required Return, the aggregate investment amounts in IFC II CCDs shall be considered in INR terms by applying the USD-INR conversion rate of USD 1 = INR 54.27 to the IFC II CCDs Investment Amount.

(b) A valuation of the Company to enable conversion of the IFC II CCDs in accordance with (a) above shall be:

1) for the events specified in paragraph 4.2 (ii) (a), (b) and (g) and paragraph 4.1(ii), the valuation as determined by one of the Big Four Accounting Firms selected in accordance with the procedure laid down in paragraph 4.2(i)(c) below; and

2) for the events specified in paragraph 4.2(ii) (c), (d), (e) and (f), the valuation as offered by the third party purchaser.

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3) for the events specified in paragraph 4.3(i), the valuation per Equity Share (on a fully diluted basis after giving effect to the conversion of all Equity Securities that are convertible to Equity Shares, as provided in the SHA) shall be equal to the initial public offering price of Equity Shares offered for sale/issue of Equity Shares by the Company pursuant to the IPO or QIPO.

(c) IFC shall set out in the Conversion Notice, the names of 2 (two) of the Big Four Accounting Firms that are selected by IFC for the purpose of paragraph 4.2(i)(c). Within 10 days of the date of the Conversion Notice, IFC, Helion, FC, DEG, Proparco, Company and Sponsors shall jointly agree to appoint one of the 2 (two) Big Four Accounting Firms mentioned in the Conversion Notice to do the valuation of the Company, and shall jointly issue a notice to IFC in this respect. If IFC do not receive the aforesaid notice within the period of 10 days from the date of the Conversion Notice, then IFC shall have the right to select, in its sole discretion, one of the 2 (two) Big Four Accounting firms mentioned in the Conversion notice to do the valuation of the Company.

(ii) The holders of the IFC II CCDs will be entitled to exercise their conversion right in respect of the IFC II CCDs just prior to or on the occurrence of the following events:

(a) Liquidation Event A or Liquidation Event B as defined in the SHA.

(b) Buy-back of the IFC II CCDs in accordance with the terms of the SHA a.

(c) In the event holder of the IFC II CCDs wishes to exercise its Co-Sale Right under Clause 6.3.3 (Co Sale Rights) of the SHA.

(d) In the event holder of the IFC II CCDs wishes to exercise its Co-Sale Right under Clause 6.3.4 (Transfer to a Competitor) of the SHA.

(e) In the event holder of the IFC II CCDs wishes to exercise its Drag Along Right under Clause 6.4 (Drag Right to the Investors) of the SHA.

(f) In the event holder of the IFC II CCDs wishes to exercise its right under Clause 6.5 (Drag Right of IFC, DEG and Proparco) of the SHA.

(g) In the event holder of the IFC II CCDs wishes to exercise the Deficit Call Option under Clause 6.6 (IFC, DEG and Proparco Call Option) of the SHA.

(iii) The conversion Notice shall be dated and shall set forth:

(a) The number of IFC II CCDs in respect of which the holders of the IFC II CCDs are exercising their right to conversion in accordance with this paragraph 4.2;

(b) The number of Equity Shares of the Company that the IFC II CCDs shall convert into; and

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(c) The names of 2 of the Big Four Accounting Firms that are selected by IFC for the purpose of paragraph 4.2(i)(c), if applicable; and the reference valuation as offered by the third party purchaser, if applicable.

(iv) Upon receipt of the Conversion Notice, the Company shall effect the following:

(a) Convening of a meeting of the Board, in which meeting the Company approve the following:

• The conversion of such number of the IFC II CCDs;

• The cancellation of the certificates representing such number of IFC II CCDs that are converted;

• The issuance and allotment of such number of Equity Shares of the Company that the IFC II CCDs shall convert into.

in each case, as are mentioned in the Conversion Notice;

(b) Cancellation of the debenture certificates of IFC II CCDs in respect of which the conversion right is exercised in the Conversion Notice; and thereafter issuance of duly stamped share certificates to the holders of the IFC II CCDs to evidence such holders of the IFC II CCDs as the owners of the Equity Shares issued upon conversion of such number of the IFC II CCDs as are mentioned in the Conversion Notice;

(c) Updating its register of members to reflect the holders of the IFC II CCDs as the owners of the Equity Shares issued pursuant to the conversion of such number of the IFC II CCDs as are mentioned in the Conversion Notice; and updating the register of debenture holders to indicate the conversion of the IFC II CCDs into Equity Shares;

(d) The Company and the Sponsors shall do all such acts and deeds as may be necessary to give effect to the provision of this paragraph 4, including without limitation, convening a meeting of the Board to approve the splitting of the share certificates representing the IFC II CCDs.

4.3 Automatic Conversion

(i) The Company shall forthwith convert all the IFC II CCDs into Equity Shares based on the conversion price arrived in accordance with paragraph 4.2(i), if at any time after the CCDs II Closing Date, the Company undertakes an IPO/QIPO, provided that the Shareholders of the Company have consented to such IPO/QIPO in accordance with the SHA. The IFC II CCDs shall convert into Equity Shares of the Company immediately prior to the listing of Equity Shares on the Relevant Market pursuant to the IPO/QIPO.

(ii) In the event that:

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(a) The Company files an offer document with the appropriate Authority or Relevant Market in respect of the QIPO or an IPO and, in connection with such filing, such Authority or Relevant Market requires the conversion of the IFC II CCDs into Equity Shares of the Company prior to the completion of such IPO or QIPO; and

(b) The QIPO or the IPO does not complete on or prior to the Listing Date such that none of the issued, paid-up and subscribed share capital is admitted for trading on a Relevant Market (as defined in the SHA) on or prior to of the Listing Date.

Then such conversion of IFC II CCDs into Equity Shares shall be deemed to be a Conforming of Rights and the Company and the Sponsors shall comply with the provisions of Clause 8 (Reinstatement of Rights) of the SHA and shall undertake all necessary actions to ensure that the holders of the IFC II CCDs are placed in the same position, and possess the same rights as set forth in this Schedule I, they had the benefit of immediately prior to the occurrence of the event set forth in (a) above.

5. Liquidation Preference

Upon the occurrence of a Liquidation Event A or a Liquidation Event B with respect to the Company or its Subsidiaries (as defined in the SHA) and in accordance with the terms of the SHA, the holders of the IFC II CCDs shall receive the Liquidation Preference in accordance with the terms of the SHA and in the order of precedence set forth in the SHA.

Upon the exercise of the Drag Right of the Investors or Drag Right of IFC, DEG and Proparco in accordance with Clause 6.4 and 6.5 of the SHA, the IFC II CCDs shall be subject to the order of preference in terms of the sale of the Equity Securities and the returns on the Equity Securities as set out in the SHA. Notwithstanding the above, the holders of the IFC II CCDs will also be entitled to the buy-back preferences in accordance with the terms of the SHA and in order of preference set forth in the SHA.

For the avoidance of doubt, it is hereby clarified that Equity Shares of the Company held by IFC pursuant to the conversion of the IFC II CCDs shall be treated at par with the remaining Equity Shares of the Company for the purposes of this paragraph 5, save and except where the IFC II CCDs are converted into Equity Shares of the Company on or immediately prior and only in connection with IFC exercising its right in the case of events set out in this paragraph 5, in which case, notwithstanding anything to the contrary contained herein, the Equity Shares issued to the holder of the IFC II CCDs will be entitled to priority in terms of payment in the like manner as the IFC II CCDs as set out in this paragraph 5.

For the purposes of Clause 4 (Rights of the Investors), Clause 6.4 (Drag Right of the Investors), Clause 6.5 (Drag Right of IFC, DEG and Proparco), Clause 6.6 (IFC, DEG and Proparco Call Option), Clause 6.7 (Sponsors, Helion and FC Call Option), Clause 9 (Buy Back of Equity Securities) and Clause 9A (Buy Back from IFC, DEG and Proparco), the calculation of entitled amounts of the holders of IFC II CCDs shall be considered in INR terms by applying the USD-INR conversion rate of USD 1 = INR 54.27 to the IFC II CCDs Investment Amount. However, to the extent relevant, at the time of payment of amounts to the holders of IFC II CCDs in the above mentioned Clauses, the INR entitled amounts arrived at shall be converted into USD

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amount by applying the reference rate of the Reserve Bank of India for USD-INR conversion as on the date on which such payment is effected and the payment shall thereupon be made in USD amounts.

6. Transferability

Subject to the terms of the SHA, the IFC II CCDs shall be freely transferable to any person and holders of the IFC II CCDs may assign all or any IFC II CCDs and any rights attaching thereto under the SHA, without the prior consent of any Person.

7. Voting Rights

From and after the issuance of the IFC II CCDs, IFC shall only be entitled to exercise voting rights on every resolution in respect of Schedule M placed before the Company on the basis of its shareholding in the Company on an As if Converted Basis subject to the terms of the SHA. Provided however that upon the transfer of the IFC II CCDs in accordance with the terms of the SHA, the transferee of the IFC II CCDs will be entitled to vote on every resolution placed before the Company in proportion to the Equity Shares held by such transferee in the share capital of the Company, assuming the transferred IFC II CCDs have been converted into Equity Shares of the Company on the basis of the conversion price as determined in paragraph 4.2(i) above.

From the date of conversion of the IFC II CCDs, the voting percentage of all the shareholders in the Company shall be in proportion to their shareholding in the Company.

For the avoidance of doubt, it is hereby clarified, that IFC shall be entitled to exercise its voting rights as a debenture holder in the Company available to it under applicable Law.

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SCHEDULE J- TERMS AND CONDITIONS OF SERIES E CCPS

All capitalized terms used herein but not defined shall have the meaning given to them under the SHA. Reference to a paragraph under this Schedule shall be a reference to the paragraph of this Schedule.

1. Issue Price

The Series E CCPS shall have the issue price of USD 64.71 (United States Dollars Sixty Four and Seventy One Cents).

2. Term

Unless converted in accordance with the terms of this Schedule J, the Articles of the Company and applicable Laws, the term of the Series E CCPS shall be a maximum of 20 (twenty) years from their issuance.

3. Dividend

3.1 Each of the holders of Series E CCPS shall be entitled to payment of 5% (five percent) non-cumulative dividend per annum (calculated on the issue price) on each of the Series E CCPS by way of dividend from the Company in accordance with applicable Law as and when the Board of the Company declares any dividend to any shareholder.

3.2 If the dividend payout in any given financial year to the Shareholders or to the holders of Series A CCPS, Series B CCPS, Series C CCPS, Series D CCPS, Series F CCPS or Series H CCPS of the Company, whichever is highest, is more than 5% (five percent) of the amount invested for such securities by the holder of those securities, then the holders of the Series E CCPS will be entitled to an additional dividend which shall be equal to the difference between (a) the percentage return (on the amount invested) received by the holders of such Equity Shares or the holders of Series A CCPS, Series B CCPS, Series C CCPS, Series D CCPS, Series F CCPS or Series H CCPS and (b) the rate of dividend received by the holder of the Series E CCPS for that Financial Year under the paragraph 3.1 above. It is clarified that in case the Company declares dividends to the holders of Equity Shares, Series A CCPS, Series B CCPS, Series C CCPS, Series D CCPS, Series F CCPS and/or Series H CCPS, the holders of Series E CCPS shall be entitled to receive dividends simultaneous with the holders of Equity Shares, Series A CCPS, Series B CCPS, Series C CCPS, Series D CCPS, Series F CCPS and/or Series H CCPS in the manner set out above.

3.3 For the purposes of calculation of dividends, the issue price (i.e. par value and premium) of each Series E CCPS shall be considered in INR terms by applying the USD-INR conversion rate of USD 1 = INR 54.24. The payment of dividend shall, however, be made by the Company in USD terms by converting the INR amount so arrived at into USD amount by applying the reference rate of the Reserve Bank of India for USDINR- conversion as on the date on which the dividend is paid out by the Company.

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4. Conversion

4.1 The Series E CCPS shall be convertible into Equity Shares of the Company at the option of the holders of the Series E CCPS in accordance with paragraph 4.2. Any Series E CCPS that have not been converted into Equity Shares of the Company shall compulsorily convert into the Equity Shares of the Company upon the earlier of:

(i) immediately prior to the listing of the Equity Shares pursuant to the QIPO or IPO, as approved by the Shareholders of the Company; and

(ii) The date which is 20 (twenty) years from the date of the issuance of the Series E CCPS (the “Maturity Date”),

in each case, in accordance with this SHA. Upon occurrence of any of the event under paragraph 4.1 (i) and (ii) above the Company (and the Sponsors, where applicable) will immediately follow the procedure under paragraph 4.2 (iv) below.

4.2 Optional Conversion

The holders of the Series E CCPS shall have the right, in the events set out in paragraph 4.2 (ii) of this Schedule J after the Proparco Closing Date to require the Company, by a written notice (the “Conversion Notice”), to convert all or some of the Series E CCPS into Equity Shares of the Company. A copy of the Conversion Notice shall also be sent to the Sponsors, GIF, IFC Helion, DEG and FC. In case the conversion occurs prior to the expiry of the Maturity Date, then the conversion shall be completed within a period of 21 (twenty one) days from the date of the Conversion Notice.

(i) Conversion Ratio & Conversion Price

(a) The Conversion Ratio for the purposes of Series E CCPS shall be such that each Series E CCPS will convert into such number of Equity Shares, so as to give the Series E CCPS holders the Proparco Required Return -1, without Proparco being required to pay any amount for such conversion.

For purposes of this paragraph, the term “Proparco Required Return -1” for the purposes of the Series E CCPS shall mean (aa) 15% (fifteen) IRR; or (bb) 18.4% (eighteen point four percent) IRR, in the event of conversion of the Series E CCPS into Equity Shares of the Company (a) in accordance with paragraph 4.1 (i) of this Schedule J, or (b) upon Transfer of the Equity Securities in terms of Clause 6.3.4 of the SHA, or (c) upon a voluntary sale of any or all the Equity Securities held by all the Investors and the voluntary sale of Equity Securities held by the Sponsors to a third party, such that pursuant to the sale of the Equity Securities there is a change in Control on the Company, or (d) upon a Liquidation Event B other than upon Transfer of all or more than 70% (seventy percent) in value of the Company’s Assets. For calculating the Proparco Required Return - 1, the return of 15% IRR or 18.4% (eighteen point four percent) IRR, as the case may be, shall be calculated from 13^th May 2013 till the date of the conversion of the Series E CCPS. Provided however that, if Proparco does not subscribe and pay for Series G CCPS as contemplated in the

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Proparco Subscription Agreement-2, the above mentioned rate of 18.4% (eighteen point four percent) shall be replaced by 17% (seventeen percent).

Provided further that, if the Series E CCPS holder receives any dividend from the Company prior to conversion, the amount of dividends received by the holders of Series E CCPS will be deducted from the Proparco Required Return-1. It is clarified that the amount of dividends for the purposes of preceding sentence shall be considered net of Taxes, i.e. after deducting any Taxes deducted or paid on such dividends by the Company.

(b) A valuation of the Company to enable conversion of the Series E CCPS in accordance with (a) above shall be:

1) for the events specified in paragraph 4.2 (ii) (a), (b) and (g) and paragraph 4.1(ii), the valuation as determined by one of the Big Four Accounting Firms selected in accordance with the procedure laid down in paragraph 4.2(i)(c) below;

2) for the events specified in paragraph 4.2(ii) (c), (d), (e) and (f), the valuation as offered by the third party purchaser; and

3) for the events specified in paragraph 4.3(i), the valuation per Equity Share (on a fully diluted basis after giving effect to the conversion of all Equity Securities that are convertible to Equity Shares, as provided in the SHA) shall be equal to the initial public offering price of Equity Shares offered for sale/issue of Equity Shares by the Company pursuant to the IPO or QIPO.

(c) Proparco shall set out in the Conversion Notice, the names of 2 (two) of the Big Four Accounting Firms that are selected by Proparco for the purpose of paragraph 4.2(i)(b)(l). Within 10 days of the date of the Conversion Notice, GIF, IFC, Helion, FC, DEG, Company and Sponsors shall jointly agree to appoint one of the 2 (two) Big Four Accounting Firms mentioned in the Conversion Notice to do the valuation of the Company, and shall jointly issue a notice to Proparco in this respect. If Proparco does not receive the aforesaid notice within the period of 10 days from the date of the Conversion Notice, then Proparco shall have the right to select, in its sole discretion, one of the 2 (two) Big Four Accounting firms mentioned in the Conversion notice to do the valuation of the Company.

(ii) The holders of the Series E CCPS will be entitled to exercise their conversion right in respect of the Series E CCPS just prior to or on the occurrence of the following events:

(a) Liquidation Event A or Liquidation Event B as defined in the SHA.

(b) Buy-back of the Series E CCPS in accordance with the terms of the SHA.

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(c) In the event holder of the Series E CCPS wishes to exercise its Co-Sale Right under Clause 6.3.3 (Co Sale Rights) of the SHA.

(d) In the event holder of the Series E CCPS wishes to exercise its Co-Sale Right under Clause 6.3.4 (Transfer to a Competitor) of the SHA.

(e) In the event holder of the Series E CCPS wishes to exercise its Drag Along Right under Clause 6.4 (Drag Right to the Investors) of the SHA.

(f) In the event holder of the Series E CCPS wishes to exercise its right under Clause 6.5 (Drag Right of IFC, DEG and Proparco) of the SHA.

(g) In the event holder of the Series E CCPS wishes to exercise the Deficit Call Option under Clause 6.6 (IFC, DEG and Proparco Call Option) of the SHA.

(iii) The conversion Notice shall be dated and shall set forth:

(a) The number of Series E CCPS in respect of which the holders of the Series E CCPS are exercising their right to conversion in accordance with this paragraph 4.2;

(b) The number of Equity Shares of the Company that the Series E CCPS shall convert into; and

(c) The names of 2 of the Big Four Accounting Firms that are selected by Proparco for the purpose of paragraph 4.2(i)(c), if applicable; and the reference valuation as offered by the third party purchaser, if applicable.

(iv) Upon receipt of the Conversion Notice, the Company shall effect the following:

(a) Convening of a meeting of the Board, in which meeting the Company approve the following:

• The conversion of such number of the Series E CCPS;

• The cancellation of the certificates representing such number of Series E CCPS that are converted;

• The issuance and allotment of such number of Equity Shares of the Company that the Series E CCPS shall convert into.

in each case, as are mentioned in the Conversion Notice;

(b) Cancellation of the share certificates of Series E CCPS in respect of which the conversion right is exercised in the Conversion Notice; and thereafter issuance of duly stamped share certificates to the holders of the Series E CCPS to evidence such holders of the Series E CCPS as the owners of the Equity Shares

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issued upon conversion of such number of the Series E CCPS as are mentioned in the Conversion Notice;

(c) Updating its register of members to reflect the holders of the Series E CCPS as the owners of the Equity Shares issued pursuant to the conversion of such number of the Series E CCPS as are mentioned in the Conversion Notice;

(d) The Company and the Sponsors shall do all such acts and deeds as may be necessary to give effect to the provision of this paragraph 4, including without limitation, convening a meeting of the Board to approve the splitting of the share certificates representing the Series E CCPS.

4.3 Automatic Conversion

(i) The Company shall forthwith convert all the Series E CCPS into Equity Shares based on the conversion price arrived in accordance with paragraph 4.2(i), if at any time after the Proparco Closing Date the Company undertakes an IPO/QIPO, provided that the Shareholders of the Company have consented to such IPO/QIPO in accordance with the SHA. The Series E CCPS shall convert into Equity Shares of the Company immediately prior to the listing of Equity Shares on the Relevant Market pursuant to the IPO/QIPO.

(ii) In the event that:

(a) The Company files an offer document with the appropriate Authority or Relevant Market in respect of the QIPO or an IPO and in connection with such filing, such Authority or Relevant Market requires the conversion of the Series E CCPS into Equity Shares of the Company prior to the completion of such IPO or QIPO; and

(b) The QIPO or the IPO does not complete on or prior to the Listing Date such that none of the issued, paid-up and subscribed share capital is admitted for trading on a Relevant Market (as defined in the SHA) on or prior to the Listing Date.

Then such conversion of Series E CCPS into Equity Shares shall be deemed to be a Conforming of Rights and the Company and the Sponsors shall comply with the provisions of Clause 8 (Reinstatement of Rights) of the SHA and shall undertake all necessary actions to ensure that the holders of the Series E CCPS are placed in the same position, and possess the same rights as set forth in this Schedule J, they had the benefit of immediately prior to the occurrence of the event set forth in (a) above.

5. Liquidation Preference

Upon the occurrence of a Liquidation Event A or a Liquidation Event B with respect to the Company or its Subsidiaries (as defined in the SHA) and in accordance with the terms of the SHA, the holders of the Series E CCPS shall receive the Liquidation Preference in accordance with the terms of the SHA and in the order of precedence set forth in the SHA.

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Upon the exercise of the Drag Right of the Investors or Drag Right of IFC, DEG and Proparco in accordance with Clause 6.4 and 6.5 of the SHA, the Series E CCPS shall be subject to the order of preference in terms of the sale of the Equity Securities and the returns on the Equity Securities as set out in the SHA. Notwithstanding the above, the holders of the Series E CCPS will also be entitled to the buy-back preferences in accordance with the terms of the SHA and in order of preference set forth in the SHA.

For the avoidance of doubt, it is hereby clarified that Equity Shares of the Company held by Proparco pursuant to the conversion of the Series E CCPS shall be treated at par with the remaining Equity Shares of the Company for the purposes of this paragraph 5, save and except where the Series E CCPS are converted into Equity Shares of the Company on or immediately prior and only in connection with Proparco exercising its right in the case of events set out in this paragraph 5, in which case, notwithstanding anything to the contrary contained herein, the Equity Shares issued to the holder of the Series E CCPS will be entitled to priority in terms of payment in the like manner as the Series E CCPS as set out in this paragraph 5.

For the purposes of Clause 4 (Rights of the Investors), Clause 6.4 (Drag Right of the Investors), Clause 6.5 (Drag Right of IFC, DEG and Proparco), Clause 6.6 (IFC, DEG and Proparco Call Option), Clause 6.7 (Sponsors, Helion and FC Call Option), Clause 9 (Buy Back of Equity Securities) and Clause 9A (Buy Back from IFC, DEG and Proparco) of the SHA, the calculation of entitled amounts of the holders of Series E CCPS shall be considered in INR terms by applying the USD-INR conversion of USD 1 = INR 54.24 to the Proparco Investment Amount- 1. However, to the extent relevant, at the time of payment of amounts to the holders of Series E CCPS in the above mentioned Clauses, the INR entitled amounts arrived at shall be converted into USD amount by applying the reference rate of the Reserve Bank of India for USD-INR conversion as on the date on which such payment is effected and the payment shall thereupon be made in USD amounts.

6. Transferability

Subject to the terms of the SHA, the Series E CCPS shall be freely transferable to any person and holders of the Series E CCPS may assign all or any of the Series E CCPS and any rights attaching thereto under the Transaction Documents, without the prior consent of any Person.

7. Voting Rights

From and after the issuance of the Series E CCPS, Proparco shall only be entitled to exercise voting rights on every resolution in respect of Schedule M placed before the Company on the basis of its shareholding in the Company on an As if Converted Basis subject to the terms of the SHA. Provided however that upon the transfer of the Series E CCPS in accordance with the terms of the SHA, the transferee of the Series E CCPS will be entitled to vote on every resolution placed before the Company in proportion to the Equity Shares held by such transferee in the share capital of the Company, assuming the transferred Series E CCPS have been converted into Equity Shares of the Company on the basis of the conversion price as determined in paragraph 4.2(i) above.

From the date of conversion of the Series E CCPS, the voting percentage of all the shareholders in the Company shall be in proportion to their shareholding in the Company.

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SCHEDULE K– IFC POLICY COVENANTS

1. DEFINITIONS:

1.1 The definitions used in Clause 1 of this Agreement shall apply to this Schedule.

1.2 For the purposes of this Schedule, the following terms (which have not been defined in Clause 1 of this Agreement) shall have the following meanings:

“Action Plan” means the plan or plans developed by the Company or its Subsidiaries, a sample copy of which is attached as Annex B to this Schedule (Action Plan), setting out the specific social and environmental measures to be undertaken by the Company, to enable the Company’s Operations to be constructed, equipped and operated in compliance with the Performance Standards;

“Annual Monitoring Report” the annual monitoring report to be submitted to IFC within 90 days after the end of each Financial Year, in the form and substance acceptable to IFC, setting out the specific social, environmental and developmental impact information to be provided by the Company in respect of its Operations, as such form of Annual Monitoring Report may be amended or supplemented from time to time with IFC’s consent;

“Applicable S&E Law” means all applicable statutes, laws, ordinances, rules and regulations of Mauritius or India (as the case may be), including, without limitation, any license, permit or other governmental Authorization setting standards concerning environmental, social, labour, health and safety or security risks of the type contemplated by the Performance Standards or imposing liability for the breach thereof;

“CAO” means the Compliance Advisor Ombudsman, the independent accountability mechanism for IFC that responds to environmental and social concerns of affected communities and aims to enhance outcomes;

“Material Adverse Effect” means a material adverse effect on:

(a) the Company’s or any of its Subsidiaries’ Assets or properties;

(b) the Company’s or any of its Subsidiaries’ business prospects or financial condition;

(c) the carrying on of the Company’s or any of its Subsidiaries’ business or operations; or

(d) the ability of the Company to comply, and ensure that each of its Subsidiaries complies, with its obligations under this Agreement, any other Transaction Document to which it is a party or the Company’s and in the case of each of its Subsidiaries, such Subsidiary’s Memorandum and Articles of the Company;

(e) the ability of the Sponsors to comply with its obligations under this Agreement or any other Transaction Documents to which it is a party;

“Operations” the operations, activities and facilities of the Company and its Subsidiaries (including the design, construction, operation, maintenance, management and monitoring

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thereof) as applicable in Mauritius or India, as the case may be;

“MW” means mega-watts;

“Performance Standards” means IFC’s Performance Standards on Social & Environmental Sustainability, dated January 1, 2012, copies of which have been delivered to and receipt of which has been acknowledged by the Company pursuant to the letter dated, June 5, 2015;

“Related Party” means any Person: (a) that holds a material interest in the Company or any Subsidiary; (b) in which the Company or any Subsidiary holds a material interest; (c) that is otherwise an Affiliate of the Company; (d) who serves (or has within the past twelve (12) months served) as a director, officer or employee of the Company; or (e) who is a member of the family of any individual included in any of the foregoing. For the purpose of this definition, “material interest” shall mean a direct or indirect ownership of shares representing at least 1% (one percent) of the outstanding voting power or equity of the Company or any Subsidiary;

“Relevant Parties” means the Company, the Sponsors, and each of the other Shareholders of the Company that agrees to become a party to this Agreement pursuant to a Deed of Adherence;

“S&EA” means the social and environmental assessment prepared by the Company or its Subsidiaries in accordance with the Performance Standards and the Action Plan including but not limited to: audit report on the status of compliance of the existing (and under construction) solar power plant with IFC Performance Standards; social and environmental impact assessments including a Social and Environmental Management Plan (SEMP) and community engagement plan, which is consistent with IFC Performance Standards; and social and environmental impact assessment and mitigation plans developed as per the requirements of the S&E Management System;

“S&E Management System” means the Company’s social and environmental management system, including but not limited to corporate-wide applicable S&E Management System acceptable to IFC, which includes all the elements discussed in the ESRS and is consistent with the Performance Standards, and the HR Policies and Procedures, both to be implemented in accordance with the schedule detailed in the Action Plan and enabling the Company to identify, asses and manage risks in respect of its Operations on an ongoing basis and in accordance with the Performance Standards;

“Sanctionable Practice” means any Corrupt Practice, Fraudulent Practice, Coercive Practice, Collusive Practice, or Obstructive Practice, as those terms are interpreted in accordance with the Anti-Corruption Guidelines attached to this Agreement as Annex A to this Schedule (Anti-Corruption Guidelines for IFC Transactions);

2. REPORTING COVENANTS

2.1 The Company shall promptly notify IFC upon becoming aware of any: (i) litigation or investigations or proceedings which have or may reasonably be expected to have a Material Adverse Effect; or (ii) any criminal investigations or proceedings against the Company or any Related Party, and any such notification shall specify the nature of the action or proceeding and any steps that the Company proposes to take in response to the same.

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2.2 Upon IFC’s request, and with reasonable prior notice to the Company, the Company shall permit representatives of IFC and the CAO, during normal office hours, to:

(a) visit any of the sites and premises where the business of the Company or its Subsidiaries is conducted;

(b) inspect any of the sites, facilities, plants and equipment of the Company or its Subsidiaries;

(c) have access to the books of account and all records of the Company and its Subsidiaries; and

(d) have access to those employees, agents, contractors and subcontractors of the Company and its Subsidiaries who have or may have knowledge of matters with respect to which IFC or the CAO seeks information;

provided that: (A) no such reasonable prior notice shall be necessary if special circumstances so require; and (B) in the case of the CAO, such access shall be for the purpose of carrying out the CAO’s Role.

2.3 The Company shall and shall ensure that each of its Subsidiaries shall:

(a) within 90 (ninety) days after the end of each Financial Year, deliver to IFC, the Annual Monitoring Report consistent with the requirements of this Agreement confirming compliance with the Action Plan, the social and environmental covenants of this Agreement and Applicable S&E Law or, as the case may be, identifying any non-compliance or failure, and the actions being taken to remedy any such deficiency;

(b) within 3 (three) days after its occurrence, notify IFC of any social, labour, health and safety, security or environmental incident, accident or circumstance having, or which could reasonably be expected to have, any material adverse social and/or environmental impact or any material adverse impact on the implementation or operation of the Operations in compliance with the Performance Standards, specifying in each case the nature of the incident, accident, or circumstance and the impact or effect arising or likely to arise therefrom, and the measures the Company or the relevant Subsidiary, as applicable, is taking or plans to take to address them and to prevent any future similar event; and keep IFC informed of the on-going implementation of those measures.

3. OTHER COVENANTS

3.1 The following covenants will continue to apply in the manner set out below till the time IFC holds Equity Securities or any other financial interest in the Company.

(a) Sanctionable Practices:

(i) Each of the Relevant Parties hereby agrees that it shall not engage in (nor authorize or permit any Affiliate or any other Person acting on its behalf to engage in) any Sanctionable Practice with respect to any shareholding in the Company or any Operations;

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(ii) Each of the Relevant Parties further covenants that should it become aware of any violation of paragraph 3.1(a)(i), it shall promptly notify IFC; and

(iii) If IFC notifies the Company and/or any other Relevant Party of its concern that there has been a violation of paragraph 3.1(a)(i), the Company and any other such Relevant Party shall cooperate in good faith with IFC and its representatives in determining whether such a violation has occurred, and shall respond promptly and in reasonable detail to any notice from IFC, and shall furnish documentary support for such response upon IFC’s request.

(b) Affirmative Environmental Covenants: The Company shall and shall ensure that each of its Subsidiaries shall:

(i) implement the Action Plan and undertake the Operations in compliance with the Applicable S&E Law, Performance Standards and Applicable S&E Law; and

(ii) appoint and maintain in a position of responsibility, an appropriately qualified and experienced S&E Management System manager for oversight of management of S&E Management System aspects across all of the Operations (including its Subsidiaries) and to ensure consistent application of the S&E Management System;

(iii) ensure implementation of the mitigation and management plans developed based on the outcome of the S&EA;

(iv) ensure the implementation and continuing operation of the S&E Management System;

(v) not undertake or invest in any Person engaged in any of the prohibited activities listed in Annex C to this Schedule.

(vi) periodically review the form of the Annual Monitoring Report and advise IFC as to whether revision of the form is necessary or appropriate in light of changes to the Operations and revise the form of the S&E Performance Report, if applicable, with the prior written consent of IFC.

(c) Negative Environmental Covenant: The Company shall not amend the Action Plan in any material respect without the prior written consent of IFC.

(d) UN Security Council Resolutions: The Company shall not and shall ensure that each of its Subsidiaries shall not enter into any transaction or engage in any activity prohibited by any resolution of the United Nations Security Council under Chapter VII of the United Nations Charter.

(e) Shell Banks: The Company shall not and shall ensure that each of its Subsidiaries shall not conduct business or enter into any transaction with, or transmit any funds through,

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a Shell Bank.

(f) Insurance: The Company shall, at all times, maintain a directors and officers liability insurance policy to IFC Nominee Director, providing adequate and customary coverage with a financially sound and reputable insurer or insurers.

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ANNEX A TO SCHEDULE K

ANTI-CORRUPTION GUIDELINES FOR IFC TRANSACTIONS

The purpose of these Guidelines is to clarify the meaning of the terms “Corrupt Practice”, “Fraudulent Practice”, “Coercive Practice”, “Collusive Practice” and “Obstructive Practice” in the context of IFC operations.

1. Corrupt Practices

A “Corrupt Practice” is the offering, giving, receiving or soliciting, directly or indirectly, of anything of value to influence improperly the actions of another party.

Interpretation

A. Corrupt practices are understood as kickbacks and bribery. The conduct in question must involve the use of improper means (such as bribery) to violate or derogate a duty owed by the recipient in order for the payer to obtain an undue advantage or to avoid an obligation. Antitrust, securities and other violations of law that are not of this nature are excluded from the definition of corrupt practices.

B. It is acknowledged that foreign investment agreements, concessions and other types of contracts commonly require investors to make contributions for bona fide social development purposes or to provide funding for infrastructure unrelated to the project. Similarly, investors are often required or expected to make contributions to bona fide local charities. These practices are not viewed as Corrupt Practices for purposes of these definitions, so long as they are permitted under local law and fully disclosed in the payer’s books and records. Similarly, an investor will not be held liable for corrupt or fraudulent practices committed by entities that administer bona fide social development funds or charitable contributions.

C. In the context of conduct between private parties, the offering, giving, receiving or soliciting of corporate hospitality and gifts that are customary by internationally-accepted industry standards shall not constitute corrupt practices unless the action violates applicable Law.

D. Payment by private sector persons of the reasonable travel and entertainment expenses of public officials that are consistent with existing practice under relevant law and international conventions will not be viewed as Corrupt Practices.

E. The World Bank Group¹ does not condone facilitation payments. For the purposes of implementation, the interpretation of “Corrupt Practices” relating to facilitation payments will take into account relevant law and international conventions pertaining to corruption.

¹  The “World Bank” is the International Bank for Reconstruction and Development, an international organization established by Articles of Agreement among its member countries and the “World Bank Group” refers to the International Bank for Reconstruction and Development, the International Development

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2. Fraudulent Practices

A “Fraudulent Practice” is any action or omission, including a misrepresentation that knowingly or recklessly misleads, or attempts to mislead, a party to obtain a financial or other benefit or to avoid an obligation.

Interpretation

A. An action, omission, or misrepresentation will be regarded as made recklessly if it is made with reckless indifference as to whether it is true or false. Mere inaccuracy in such information, committed through simple negligence, is not enough to constitute a “Fraudulent Practice” for purposes of this Agreement.

B. Fraudulent Practices are intended to cover actions or omissions that are directed to or against a World Bank Group entity. It also covers Fraudulent Practices directed to or against a World Bank Group member country in connection with the award or implementation of a government contract or concession in a project financed by the World Bank Group. Frauds on other third parties are not condoned but are not specifically sanctioned in IFC, MIGA, or PRG operations. Similarly, other illegal behaviour is not condoned, but will not be considered as a Fraudulent Practice for purposes of this Agreement.

3. Coercive Practices

A “Coercive Practice” is impairing or harming, or threatening to impair or harm, directly or indirectly, any party or the property of the party to influence improperly the actions of a party.

Interpretation

A. Coercive Practices are actions undertaken for the purpose of bid rigging or in connection with public procurement or government contracting or in furtherance of a Corrupt Practice or a Fraudulent Practice.

B. Coercive Practices are threatened or actual illegal actions such as personal injury or abduction, damage to property, or injury to legally recognizable interests, in order to obtain an undue advantage or to avoid an obligation. It is not intended to cover hard bargaining, the exercise of legal or contractual remedies or litigation.

4. Collusive Practices

A “Collusive Practice” is an arrangement between two or more parties designed to achieve an improper purpose, including to influence improperly the actions of another party.

Interpretation

Collusive Practices are actions undertaken for the purpose of bid rigging or in connection with public procurement or government contracting or in furtherance of a Corrupt Practice or a Fraudulent Practice.

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5. Obstructive Practices

An “Obstructive Practice” is (i) deliberately destroying, falsifying, altering or concealing of evidence material to the investigation or making of false statements to investigators, in order to materially impede a World Bank Group investigation into allegations of a corrupt, fraudulent, coercive or collusive practice, and/or threatening, harassing or intimidating any party to prevent it from disclosing its knowledge of matters relevant to the investigation or from pursuing the investigation, or (ii) an act intended to materially impede the exercise of IFC’s access to contractually required information in connection with a World Bank Group investigation into allegations of a corrupt, fraudulent, coercive or collusive practice.

Interpretation

Any action legally or otherwise properly taken by a party to maintain or preserve its regulatory, legal or constitutional rights such as the attorney-client privilege, regardless of whether such action had the effect of impeding an investigation, does not constitute an Obstructive Practice.

General Interpretation

A person should not be liable for actions taken by unrelated third parties unless the first party participated in the prohibited act in question.

It is hereby understood and agreed that the rules of interpretation in Schedule K shall not be applicable with respect to the Company’s and Sponsors obligations to Proparco.

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ANNEX B TO SCHEDULE K

ACTION PLAN

#	Action		Completion date
1.	-	The Company will implement a corporate-wide applicable S&E Management System acceptable to IFC, which includes all the elements discussed in the Environmental and Social Review Summary and which is consistent with IFC’s Performance Standards. This ESMS will be implemented across all its projects	Ongoing
	-	Complete full documentation of the above mentioned S&E Management System both a corporate and individual project level, which is acceptable to IFC.
	-	Full Implementation of the S&E Management System in Azure Power projects and operations.
2.	The Company will appoint an appropriately qualified and experienced S&E Management System manager for oversight of management of S&E Management System aspects across all of the Company’s operations (including its subsidiary companies) and to ensure consistent application of the S&E Management System.		Ongoing
3.	-	The Company will update and ensure full implementation of its HR Policies and Procedures Manual, which is consistent with IFC’s Performance Standard 2 (PS2), 2012.	Ongoing
4.	Where relevant and applicable (and as assessed in the ESIA) agree with the affected communities in all the projects, measures for mitigation of impact in accordance with IFC Performance Standard 5.		Ongoing and as applicable
5.	Implement procedures at all its under-construction and operating projects to ensure: (a) construction contractors are in full compliance with applicable labour laws; (b) occupational health and safety status at the site conforms to good international industry practices; (c) appropriate facilities and amenities are provided to construction workers at the project site; and (d) appropriate amenities and facilities are provided to workers residing in labour camps.		Ongoing and as applicable

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#	Action	Completion date
6.	The Company will provide to IFC information and audit report on the status of compliance of the existing (and under construction) solar power plant with IFC Performance Standards.	Ongoing
7.	Complete and make available to IFC for review, a Social and Environmental Assessment (SEA) including a Social and Environmental Management Plan (SEMP) and community engagement plan, which is consistent with IFC Performance Standard for all its planned projects.	Ongoing and as applicable

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ANNEX C TO SCHEDULE K

PROHIBITED ACTIVITIES

• Production or activities involving harmful or exploitative forms of forced labour²/harmful child labour.³

• Production or trade in any product or activity deemed illegal under host country laws or regulations or international conventions and agreements.

• Production or trade in weapons and munitions.⁴

• Production or trade in alcoholic beverages (excluding beer and wine).

• Production or trade in tobacco

• Gambling, casinos and equivalent enterprises.

• Trade in wildlife or wildlife products regulated under Convention on International Trade in Endangered Species of Wild Fauna and Flora.

• Production or trade in radioactive materials.⁵

• Production or trade in or use of unbonded asbestos fibres.⁶

²  Forced labor means all work or service, not voluntarily performed, that is extracted from an individual under threat of force or penalty.

³  Harmful child labor means the employment of children that is economical exploitive, or is likely to be hazardous to, or to interfere with, the child’s education, or to be harmful to the child’s health, or physical, mental, spiritual, moral, or social development.

⁴  These activities are prohibited only if a Portfolio Company is substantially involved in such activities, i.e. the activity is not considered ancillary to such portfolio Company’s primary operations.

⁵  This does not apply to the purchase of medical equipment, quality control (measurement) equipment and any equipment where IFC considers the radioactive source to be trivial and/or adequately shielded.

⁶  This does not apply to the purchase and use of bonded asbestos cement sheeting where the asbestos content is <20%.

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SCHEDULE L – INVESTORS CONSENT RIGHTS

Certain corporate actions by the Company or any of its Subsidiaries, including AZI shall require

the consent of all Investors, including:

1) amendment to the Memorandum and Articles of the Company or any Subsidiary in: (a) in any material manner; or (b) in any way which may alter or change the rights, privileges or preferences of the Equity Securities held by the Investors;

2) change in the designations, powers, rights, preferences or privileges, or the qualifications, limitations or restrictions on Equity Securities held by the Investors;

3) creation, authorization or issuance of any Equity Shares in the capital of the Company, or Share Equivalents in the Company whether having a structural or legal preference over, or ranking pari passu with, the Equity Securities held by the Investors;

4) authorize or undertake any arrangement for the disposal of any shares of any Subsidiary that results in the Company owning (directly or indirectly) less than 100% (one hundred per cent) of any Subsidiary;

5) any amalgamation, merger, consolidation, reconstitution, restructuring or similar transaction that results in a change in control of the Company or any Subsidiary;

6) any sale or disposal of Assets for a cumulative amount of USD 5,000,000 (United States Dollar Five Million) or more within a consecutive period of 12 (twelve) months (other than pursuant to charge(s) on Assets created for securing borrowing(s) approved by Majority Investors under paragraph 9 of Schedule M of the Agreement);

7) any sale or disposal of Assets of value more than USD 5,000,000 (United States Dollar Five Million) (other than pursuant to charge(s) on Assets created for securing borrowing(s) approved by Majority Investors under paragraph 9 of Schedule M of the Agreement);

8) authorize or undertake any Liquidation Event A or Liquidation Event B with respect to the Company or any of its Subsidiaries;

9) authorize or undertake any listing, including a QIPO, any delisting of the Equity Securities of the Company or any Subsidiary, or creating any new Subsidiary;

10) authorize or undertake any reduction of capital or share repurchase, other than any buyback by the Company under Clauses 9 and 9 A of the SHA, repurchase of Equity Securities issued to or held by Employees, officers, directors or consultants of the Company or its Subsidiaries pursuant to an employee stock plan approved by the Board of the Company;

11) any change to the Business or to the business of Company or any of its Subsidiaries;

12) any change in the number of Directors of the Board other than as provided in this Agreement or any change to the committees of the Board, other than as provided in this Agreement;

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13) giving of any guarantee or comfort letter by the Company or any Subsidiary to any Person that is not in relation to securing project finance, working capital limits or non fund based facilities availed for solar power projects of the Company or any Subsidiary;

14) declaring any dividend or making any other distribution to Shareholders other than as provided in this Agreement;

15) entry into, amendment or termination of any agreement or commitment which imposes or is likely to impose obligations on the Company or its Subsidiary to make payments or otherwise incur liabilities exceeding the budget approved by the Board except automatic authorization to the CEO in accordance with point 1 under Schedule M;

16) Transfer of the Equity Securities held by any Shareholder, otherwise than in the manner permitted by the Transaction Documents;

17) appointment or removal of the statutory auditors or internal auditors of the Company or AZI;

18) amendments to any ESOP plan approved by the Company in accordance with the terms of this Agreement;

19) changes to accounting or tax compliance policies or practices;

20) constituting a committee of the Board or delegation of the powers of the Board to any committee or sub-Committee;

21) incurring any single item of capital expenditure (including acquiring a business or asset) greater than INR 10,000,000 (Indian Rupees Ten Million);

22) any change, amendment, modification or waiver of the terms of the AZI Shareholders Agreement;

23) Authorizing, undertaking, creating, approving or effecting any changes in the share capital of AZI by any means, including whether by issue, transfer, re-organization, reduction, buy-back, disposal or change in terms and privileges of equity shares or any equity securities issued by AZI; and

24) any commitment or agreement or delegation of powers to do any of the foregoing.

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SCHEDULE M – MAJORITY INVESTOR CONSENT RIGHTS

The following corporate actions of the Company or any of its Subsidiaries, including AZI shall

require the consent of Majority Investors and/or Super-Majority Investors, as applicable:

1) approving or amending of the Annual Business Plan and Budget with automatic authorization to the CEO to exceed expenditure by a maximum of 10% (ten per cent);

2) establishment of a new power plant or entering into a new power purchase agreement or amendment to any existing power purchase agreement entered into by the Company or its Subsidiaries, except where the amendment has no material implications, including on tariff, termination, security package such as, but not limited to, letter of consent/default escrow agreements, parties and duration of the power purchase agreement, other than where such establishment of new power plant or entering into a new power purchase agreement or amendment to any existing power purchase agreement has already been covered under the approved Annual Business Plan of the Company or its Subsidiaries, as the case may be;

3) redeeming or buying back shares upon termination of a restricted stock purchase agreement of an officer, Employee or Director or consultant and buying back unvested shares held by the Sponsors and Employees of the Company;

4) appointment or removal and determination of the terms of employment (including remuneration) of Key Managerial Personnel;

5) giving any loans to the Key Managerial Personnel and Directors;

6) giving of any guarantee or comfort letter by the Company or any Subsidiary to any Person that is in relation to securing project finance, working capital limits or non-fund based facilities availed for solar power projects of the Company or any Subsidiary;

7) approval or any employee or consultant stock option;

8) changes in the Financial Year for preparation of audited accounts;

9) borrowing in excess of INR 5,000,000 (Indian Rupees Five Million) and/or creating any charge on Assets for securing such borrowings;

10) any sale of all or substantially all the IP Rights of the Company or its Subsidiary;

11) entering into or varying any material contracts;

12) changing the status of the Company or its Subsidiaries from a private company to a public company or vice a versa, as applicable; and

13) entering into any agreement, arrangement or transaction with any Shareholder or Director or Sponsors and/or their Affiliates, other than non-material agreements having a term of less than one (1) year that are negotiated on an arm’s-length basis in the ordinary course of business and contemplated by the Annual Business Plan and Budget; and

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14) any commitment or agreement or delegation of powers to do any of the foregoing.

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SCHEDULE N– LIST OF COMPETITORS

1. Adani Power and Affiliates

2. Aessolar and Affiliates

3. Ashtonfield and Affiliates

4. Conergy group

5. Enfinity and Affiliates

6. Epuron Renewables and Affiliates

7. Euro group

8. India Bulls and Affiliates

9. Jindal power and Affiliates

10. Moser Baer and Affiliates

11. Recurrent Energy and Affiliates

12. Reliance and Affiliates

13. Sun Edison and Affiliates

14. Sunpower and Affiliates

15. Titan Energy and Affiliate

16. Torrent power and Affiliates

17. Welspun Group

18. Aditya Birla Group

19. Mahindra Group

20. Kiran Energy and Affiliates

21. Green Infra Limited and Affiliates

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SCHEDULE O - DEG EXCLUSION LIST

1. Production or trade in any product or activity deemed illegal under host country laws or regulations or international conventions and agreements, or subject to international bans, such as pharmaceuticals, pesticides/herbicides, chemicals, ozone depleting substances, PCB’s wildlife or products regulated under CITES.

2. Business relating to pornography or prostitution.

3. Production and distribution of racist, anti-democratic and/or neo-nazi media.

4. Cross-border trade in waste and waste products unless complaint to the Basel Convention and the underlying regulations.

5. Production or trade in weapons and munitions.

6. Production or trade in alcoholic beverages (excluding beer and wine).

7. Production or trade in tobacco.

8. Gambling, casinos and equivalent enterprises.

9. Production or trade in radioactive materials. This does not apply to the purchase of medical equipment, quality control (measurement) equipment and any equipment where a Supranational Investor considers the radioactive source to be trivial and/or adequately shielded.

10. Production or trade in unbounded asbestos fibers. This does not apply to purchase and use of bonded asbestos cement sheeting where the asbestos content is less than 20%.

11. Drift net fishing in the marine environment using nets in excess of 2.5km. in length,

12. Production or activities involving harmful or exploitative forms of forced labor/harmful child labor.

13. Destruction⁷ of Critical habitats⁸

14. Commercial logging operations for use in primary tropical moist forest.

15. Production or trade in wood or other forestry products other than from sustainably managed forest.

⁷  Destruction mans the (10 elimination or serve diminution of the integrity of a habitat caused by a major, long-term change in land or water use or (2) modification of a habitat in such a way that habitat’s ability to maintain its role (se footnote 10) is lost.

⁸  Critical habitat is a subset of both natural and modified habitat that deserves particulars attention. Critical habitat includes areas with high biodiversity value that meet the criteria of the World Conservation Union (IUCN) classification, including habitat required for the survival of critically endangered or endangered species as defined by the IUCN Red List of Threatened Species or as defined in any national legislation: areas having special significance for endemic or restricted-range species; sites that are critical for the survival of migratory species; areas supporting globally significant concentrations or numbers of individuals of congregatory species; areas with unique assemblages of species or which are associated with key evolutionary processes or provide key ecosystem services; and areas having biodiversity of significant social, economic or cultural importance to local communities. Primary Forest or forests of High Conservation Value shall be considered Critical Habitats.

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SCHEDULE P – PROPARCO POLICY COVENANTS

1. Representations

The Company and the Sponsors represent that the equity, quasi equity and shareholders loans’ accounts invested in the Company and its Subsidiaries or in their Operations are not of Illicit Origin.

The Company and the Sponsors represent that, in the 5 (Five) years preceding the date of this Agreement, no res judicata decision, sentence, or order has been pronounced against the Company or its Subsidiaries in relation to any Corrupt Practice or Fraudulent Practice or any Anti-Competitive Practice.

2. Undertakings

The Company and the Sponsors undertake that the Company and its Subsidiaries will:

i. not enter into Business Relationships with persons or entities which appear on any of the Financial Sanctions Lists.

ii. Not finance, buy or provide, materials or sectors subject to United Nations, European Union or French Embargo and/or shall not engage in any sectors under United Nations, European Union or French Embargo.

iii. and ensure that the Company’s and each of its Subsidiary’s equity, quasi equity and shareholders loans’ accounts are not and will not be of Illicit Origin.

iv. and ensure that the Company’s and each of its Subsidiary’s activities will not give rise to Corrupt Practice, Fraudulent Practice or Anti-Competitive Practices.

v. as soon as it becomes aware of any Corrupt Practice, Fraudulent Practice or Anti-Competitive Practice or such alleged practices, inform Proparco without any delay and take all necessary preliminary steps to remedy the alleged Corrupt Practice, Fraudulent Practice or Anti-Competitive Practice to the satisfaction of Proparco within the time limit determined by Proparco which in any event shall not be more than thirty (30) business days.

vi. For any payment made under this Agreement to Proparco shall request that the bank in charge of making the transfers includes in its transfer message all of the following information and in the following order:

• Instructing party: name, address, bank account number.

• Bank of the instruction party.

• The following references: name of instructing party, payment purpose, numéro du concours – tbc

The Company and the Sponsors undertake to provide to any Investor in the Company who so requests all information regarding the identity of each of the other Investors and their respective Beneficial Owners.

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The Company and the Sponsors shall notify Proparco as soon as practicable if an additional Investor representing more than 5% (five per cent) of the Company’s share capital subscribes to the share capital of the Company.

3. Other representations and undertakings: Proparco Environmental & Social Requirements

a. Definitions

“Anti Competitive Practice” refers to:

i. any common or implied action having as object and/or as effect to impede, restrict or distort fair competition in a market, in particular when it tends to: (1) restrict market access or the free exercise of competition by other companies; (2) prevent price fixing by the free play of markets by artificially favouring the increase or reduction of prices; (3) limit or control production, markets, investments or technical progress or, (4) share out markets or sources of supply;

ii. any abuse by a company or a group of companies of a dominant position within an internal market or in a substantial part of it;

iii. any bid or predatory pricing having as object and/or as effect to eliminate from a market or to prevent a company or one of its product from accessing a market.

“Associated Facilities” means the facilities, including all transmission lines, that are not funded as part of the Project (funding may be provided separately by a client or a third party including the government), and that would not have been constructed or expanded if the Project did not exist and without which the Project would not be viable.

“Basic Terms and Conditions of Employment” means the requirements as applicable to the Company or its Subsidiaries (as the case may be) on wage, working hours, labour contracts and occupational health & safety issues, stemming from ILO conventions 26 and 131 (on remuneration), 1 (on working hours) and 155 (on health & safety).

“Business Relationships” means any professional or commercial contractual relationship established between a third party and the Company or its Subsidiaries and connected with the professional activities of the latter.

“Core Labour Standards” means the requirements as applicable to the Company or its Subsidiaries (as the case may be) on child and forced labour, discrimination and freedom of association and collective bargaining, stemming from the ILO Declaration on Fundamental Principles and Rights at Work, adopted in 1998 and covering: (i) freedom of association and the right to collective bargaining, (ii) the elimination of forced and compulsory labour, (iii) the abolition of child labour and (iv) the elimination of discrimination in the workplace.

“Corrupt Practice” means the following acts:

i. the promise, offering or giving, directly or indirectly, to a Public Official or to any person who directs or works, in any capacity, for a private sector entity, of an undue advantage of any nature, for the relevant person himself or herself or for another person or entity, in order that this person acts or refrains from acting in the exercise of his or her official duties or in breach of his or her legal, contractual

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or professional obligations having for effect to influence his or her own actions or the ones of another party or entity;

ii. the solicitation or acceptance, directly or indirectly, by a Public Official or by any person who directs or works, in any capacity, for a private sector entity, of an undue advantage of any nature, for the relevant person himself or herself or for another person or entity, in order that this person acts or refrains from acting in the exercise of his or her official duties or in breach of his or her legal, contractual or professional obligations having for effect to influence his or her own actions or the ones of another party or entity.

“Embargo” means any economic sanction aiming at prohibiting the import and/or export (sale, supply, transfer) of one specific or several goods, products or services to or from a country for a specified period as published and amended from time to time by the UN, EU and France.

“Environmental and Social Action Plan” or “ESAP” means the environmental and social action plan, agreed upon between Proparco and the Company (which is provided below in Annex A to this Schedule P), defining actions, responsibilities, budgets and a timeframe for the measures required to remedy the known non- compliances of the Company and its Subsidiaries with the Environmental and Social Requirements in the business activities of the Company and its Subsidiaries and the Associated Facilities as amended from time to time.

“Environmental and Social Claim” means any claim, proceeding or investigation by a person in respect of an Environmental Law, a Social Law or an environmental or social agreement between the Company and another person.

“Environmental and Social Management System” means the part of the overall management system of the Company and its Subsidiaries that includes the organisational structure, planning activities, responsibilities, practices, procedures and resources for developing, implementing, achieving, reviewing and maintaining compliance with the Environmental and Social Requirements and which is dedicated to the structural improvement of the environmental and social performance of the Company and its Subsidiaries satisfactory to Proparco.

“Environmental and Social Monitoring Report” means an annual written environmental and social monitoring report to be submitted to Proparco, in the form satisfactory to Proparco, after the end of each Financial Year but in any event no later than the date it has to deliver its audited or consolidated annual financial statements, setting out the specific social, environmental and developmental impact information to be provided by the Company and its Subsidiaries in respect of their Operations, and such form of Environmental and Social Annual Monitoring Report may be amended or supplemented from time to time with the consent of Proparco.

“Environmental and Social Permit” means any environmental and/or social permit license, consent, approval or other Authorisation required by the Company and its Subsidiaries.

“Environmental and Social Requirements” means (i) Environmental Law, (ii) Social Law, (iii) Environmental and Social Permit, (iv) Basic Terms and Conditions of Employment, (v) Core Labour Standards and (vi) the IFC Performance Standards as applicable to the Company and its Subsidiaries from time to time.

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“Environmental Law” means any law, rule or regulation (including international treaty obligations) applicable at national and state levels concerning environmental matters and natural resource management.

“Financial Sanctions Lists” means the list of persons, groups or entities which are subject to United Nations, European Union or French financial sanctions. For information purposes only and not for the benefit of the company (who may not rely on the references listed below and provided by Proparco):

(a) As regards the United Nations, the lists may be consulted at the following address: http://www.un.org/sc/committees/list_compend.shtml;

(b) As regards the European Union, the lists may be consulted at the following address: http://eeas.europa.eu/cfsp/sanctions/consol-Iist_en.htm; and

(c) As regards France, see http://www.tresor.economie.gouv.fr/4248_Dispositif- National-de-Gel-Terroriste

“Fraud against the Financial Interests of the European Communities” refers to any intentional action or omission intended to damage the European Union budget and involving (i) the use or presentation of false, incorrect or incomplete statements or documents, which has as its effect the misappropriation or wrongful retention of funds or illegal diminution of resources of the general budget of the European Union, (ii) the non-disclosure of information, with the same effect and (iii) the misapplication of such funds for purposes other than those for which they were originally granted.

“Fraudulent Practice” refers to any unfair practices (action or omission) intended to deliberately mislead a third party, intentionally conceal elements there from, or betray or vitiate his/her consent, contravening legal or regulatory obligations and/or breaching the Borrower’s or a third party internal rules for the purpose of obtaining an illegitimate benefit.

“IFC Performance Standards” means the IFC performance standards on social and environmental sustainability (including the technical reference documents known as IFC’s Environmental, Health, and Safety Guidelines) which can be downloaded from the IFC website (http://www.ifc.org/ifcext/enviro.nsf/).

“Illicit Origin” means funds obtained through:

i. the commission of any predicate offence as designated in the FATF 40 Recommendations Glossary (http://www.fatf-gafi.org/pages/glossary/fatfrecommendations/d-i/),

ii. Corrupt Practice, and

iii. if or when applicable, through Fraud against the Financial Interests of the European Communities.

“ILO” means the International Labour Organisation, the tripartite United Nations agency which brings together governments, employers and workers of its member states in common action to promote decent work throughout the world.

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“Public Official” means:

i. any holder of legislative, executive, administrative or judicial office appointed or elected, serving on a permanent basis or otherwise, paid or unpaid, regardless of rank;

ii. any other person exercising a public function, including for a public agency or company, or providing a public service;

iii. any other person defined as a public official under the domestic law of the Borrower’s country.

“Social Law” means any law, rule or regulation (including international treaty obligations) applicable at national and state levels concerning (i) labour, (ii) social security, (iii) the regulation of industrial relations (between government, employers and employees), (iv) the protection of occupational as well as public health and safety, (v) the regulation of public participation, (vi) the protection and regulation of ownership of land rights (both formal and traditional), immovable goods and intellectual and cultural property rights, (vii) the protection and empowerment of indigenous peoples or ethnic groups, (viii) the protection, restoration and promotion of cultural heritage, (ix) all other laws, rules and regulations providing for the protection of employees and citizens.

b. Representation

Compliance with Environmental and Social Requirements

The Company represents that the Company and its Subsidiaries comply in all material respects with the Environmental and Social Requirements and for those items addressed in the Environmental and Social Action Plan, become compliant within the time-frames agreed upon from time to time.

Environmental and Social Claims

No Environmental and Social Claim has been commenced or (to the best of its knowledge and belief) is threatened against it except for the Environmental and Social Claims addressed in the Environmental and Social Action Plan.

c. Information Undertakings

Periodic environmental and social monitoring reporting

The Company shall as soon as it is available, but in any event no later than the date it has to deliver its audited or consolidated annual financial statements, deliver to the Shareholders an Environmental and Social Monitoring Report in the English language.

Reporting Impact Indicators

For so long as Proparco holds any Equity Securities in the Company, the Company shall furnish to Proparco and/or their assignees/nominees all information as required by Schedule W with respect to the Company and its Subsidiaries on an annual basis within 90 (Ninety) days from the end of each Financial Year

Notification of incidents

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The Company shall promptly, but in any event within 3 days after the occurrence of any of the events set out in this Sub-clause, supply to the shareholders of the Company (including Proparco) (i) details of any incident of an environmental nature (including without limitation any explosion, spill or workplace accident which results in death, serious or multiple injuries or material environmental contamination) or any incident of a social nature (including without limitation any violent labour unrest or dispute with local communities), occurring on or nearby any site, plant, equipment or facility of the Company or Subsidiaries (as the case may be) which has or is reasonably likely to have a Material Adverse Effect or which has a material negative impact on the environment, the health, safety and security situation, or the social and cultural context, together with, in each case, a specification of the nature of the incident or accident and the on-site and off-site effects of such events and (ii) details of any action the Company or Subsidiaries (as the case may be) proposes to take in order to remedy the effects of these events, and shall keep the shareholders (including Proparco) informed about any progress in respect of such remedial action.

Environmental and Social Claim

The Company shall inform the Shareholders in writing as soon as reasonably practicable upon becoming aware of the same of (i) any Environmental and Social Claim being commenced against it and (ii) any facts or circumstances which will or are reasonably likely to result in any Environmental and Social Claim being commenced or threatened against it.

d. Positive Undertakings

Compliance with Environmental and Social Requirements

The Company shall in all material respects comply, and shall ensure that its Subsidiaries comply with the Environmental and Social Requirements and for those items addressed in the Environmental and Social Action Plan, become compliant within the time-frames agreed upon as amended from time to time and take all reasonable steps in anticipation of known or expected future changes to or obligations under the same.

Environmental and Social Management

The Company and its Subsidiaries undertake to ensure that its Subsidiaries will diligently design, construct, operate, maintain and monitor all of its plants, sites and equipment in a safe, efficient and business-like manner.

The Company and its Subsidiaries shall implement, maintain and continuously improve an adequate Environmental and Social Management System.

The Company and its Subsidiaries shall maintain a senior officer of the Company with management responsibility, who will among other things, ensure proper operation and maintenance of the Environmental and Social Management System.

Environmental and Social Action Plan

The Company and its Subsidiaries shall implement all actions as provided in the Environmental and Social Action Plan within the time-frames mentioned.

Access for environmental and social monitoring

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The Company and its Subsidiaries shall permit employees of the Shareholder and/or consultants or other professional advisers and contractors on behalf of the Shareholders free access at all reasonable times and on reasonable notice at the cost of the Company to carry out environmental and/or social monitoring visits by, (a) viewing the premises of the Company and its Subsidiaries and (b) meeting and discussing matters with senior management and employees of the Company and its Subsidiaries. The Company shall assist on a best effort basis in getting permission to visit plants and Associated Facilities of its clients and providers.

e. Negative undertakings

Excluded Activities

The Company and its Subsidiaries shall not perform any of the excluded activities as listed in the Annex B to this Schedule P below (Excluded Activities).

4. Proparco Buyback Events

Business Relationship

• The existence of a Business Relationships with persons or entities which appear on any of the Financial Sanctions Lists.

• The Company or the Sponsor finances, buy or provides, materials or sectors subject to United Nations, European Union or French Embargo and/or shall not engage in any sectors under United Nations, European Union or French Embargo.

Illicit Origin of Funds

• The Company’s and each of its Subsidiary’s equity, quasi equity and shareholders loans’ accounts are of Illicit Origin.

Corruption

• The Company’s and each of its Subsidiary’s activities has been involved in Corrupt Practice, Fraudulent Practice or Anti-Competitive Practices.

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ANNEX A TO SCHEDULE P

PROPARCO ENVIRONMENTAL AND SOCIAL ACTION PLAN

Item Nr.	Measure and/or Corrective Actions	Responsibility	Deliverable (Report/Measurement/ Document)	Deadline
1.	PS 1: Assessment and Management of Environmental and Social Management Risks and Impacts
1.1.	•    Develop a comprehensive Social Baseline Survey procedure for assessing in details the land acquisition process including past land occupation and potential physical and/or economical resettlements that may have occurred as result of project settlement. To be included in the future ESIA reports	SHES department	Detailed social baseline survey procedure	3 months after the signing date
1.2.	•    Reinforce the ESIA studies regarding earth movement management and water management	SHES department	Futurer ESIAs	On-going action
2.	PS 3: Resource Efficiency and Pollution Prevention
2.1.	•    Update the monitoring procedure to include the monitoring and recording of water consumption	SHES department	Monitoring procedure including water consumption monitoring.	3 months after the signing date

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ANNEX B TO SCHEDULE P

ENVIRONMENTAL AND SOCIAL EXCLUSION LIST

1) Production or trade in any product or activity deemed illegal under host country laws and France or regulations or international conventions and agreements.

2) Production or activities involving forced labour⁹ or child labour¹⁰

3) Trade in wildlife or wildlife products regulated under CITES¹¹

4) Drift net fishing in the marine environment using nets in excess of 2.5 km in length.

5) Destruction¹² of Critical Habitat¹³ and any forest project under which no sustainable development and managing plan is carried out.

6) Production or use of or trade in hazardous materials such as asbestos fibers and products containing PCBs¹⁴.

7) Production, use of or trade in pharmaceuticals, pesticides/herbicides, chemicals, ozone depleting substances¹⁵ and other hazardous substances subject to international phase-outs or bans.

8) Cross-border trade in waste and waste products unless compliant to the Basel Convention and the underlying regulations.

9) Production or trade in¹⁶

a) weapons and munitions

b) tobacco

c) hard liquor for human consumption.

⁹  Forced labor means all work or service, not voluntarily performed, that is extracted from an individual under threat of force or penalty as defined by ILO conventions.

¹⁰  Employees may only be taken if they are at least 14 years old, as defined in the ILO Fundamental Human Rights Conventions (Minimum Age Convention C138, Art. 2), unless local legislation specifies compulsory school attendance or the minimum age for working. In such cases the higher age shall apply.

¹¹  CITES: Convention on International Trade in Endangered Species or Wild Fauna and Flora.

¹²  Destruction means the (1) elimination or severe diminution of the integrity of a habitat caused by a major, long-term change in land or water use or (2) modification of a habitat in such a way that the habitat’s ability to maintain its role (see footnote 10) is lost.

¹³  Critical habitat is a subset of both natural and modified habitat that deserves particular attention. Critical habitat includes areas with high biodiversity value that meet the criteria of the World Conservation Union (IUCN) classification, including habitat required for the survival of critically endangered or endangered species as defined by the IUCN Red List of Threatened Species or as defined in any national legislation; areas having special significance for endemic or restricted-range species; sites that are critical for the survival of migratory species; areas supporting globally significant concentrations or numbers of individuals of congregatory species; areas with unique assemblages of species or which are associated with key evolutionary processes or provide key ecosystem services; and areas having biodiversity of significant social, economic or cultural importance to local communities. Primary Forest or forests of High Conservation Value shall be considered Critical Habitats.

¹⁴  PCBs: Polychlorinated biphenyls, a group of highly toxic chemicals. PCBs are likely to be found in oil-filled electrical transformers, capacitors and switchgear dating from 1950-1985.

¹⁵  Ozone Depleting Substances: Chemical compounds, which react with and delete stratospheric ozone, resulting in “holes in the ozone layer”. The Montreal Protocol lists ODs and their target reduction and phase-out dates.

¹⁶  Activities excluded when representing more than 10 % of the balance sheet or the financed volume and for Financial Institutions more than 10% of the portfolio volume financing.

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10) Gambling, casinos and equivalent enterprises¹⁷

11) Any business relating to pornography or prostitution.

12) Any activity involving significant altercation, damage or removal of way critical cultural heritage¹⁸

13) Production and distribution of racist, anti-democratic or with the intent to discriminate part of the population.

14) Exploitation of diamond mines, and commercialization of diamonds, when the host country has not adhered to the Kimberley¹⁹, or other similar international agreements (actual or to be formed), on similar extractive resources.

15) Any sector or service subject to United Nations, European Union and/or French Embargo without limitation.

¹⁷  Activities excluded when representing more than 10% of the balance sheet or the financed volume and for Financial Institutions more than 10% of the portfolio volume financing

¹⁸  Consists of internationally and nationally recognised historical, social and/or cultural heritage.

¹⁹  The Kimberley Process Certification Scheme (KPCS), is a certification standard for diamond production that concerns governments; the diamonds are controlled at each stage of the production chain, from extraction through to retail of the finished product. The KPCS was created to prevent and stop conflict diamond trade. It is designed to certify the origin of diamonds from sources which are free of conflict fueled by diamond production. Member states adhere to adopt national laws on the issue, and to put in place the necessary export and import control mechanisms to implement the KPCS. More than 75 countries involved in the production, commercialization, and transformation of diamonds participate.

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SCHEDULE Q - VOTING PERCENTAGES

1) On and from the date of this Agreement and subject to paragraph (2) below, the voting percentages with respect to DEG CCDs, IFC II CCDs, IFC III CCDs and Proparco CCPS and the voting percentages with respect to Series A CCPS, Series B CCPS, Series C CCPS, Series D CCPS and Series F CCPS on an As If Converted Basis in relation to Clause 11.8.2 shall be as under:

Helion Venture Partner India II, LLC & Helion Venture Partners II, LLC	25.94	%
FC VI India Venture (Mauritius) Ltd.	27.73	%
IFC for CCDs and CCPS	17.33	%
GIF	16.61	%
DEG	5.80	%
Proparco for Series E CCPS & Series G CCPS	6.59	%

* This % calculation is without considering shareholding of Sponsors, Azure Power Inc., Satnam Sanghera and ESOPs.

** This calculation is based on post-money valuation of investment in Series H CCPS.

2) On the Transfer of Equity Securities by any Investor, and on the issue of any Equity Securities by the Company, the Investors shall agree upon the revised voting percentages in respect of Clause 11.8.2 and the above voting percentages shall no longer be applicable. The Parties further agree that the voting percentages in respect of Clause 11.8.2 for IFC II CCDs, IFC III CCDs, DEG CCDs and Proparco CCPS on “As If Converted Basis” will not exceed the voting percentages of IFC in relation to its Equity Shares and compulsory convertible preference shares.

3) It is clarified that the above voting percentages are not reflective of the (present or future) shareholding of the Investors in the Company for any purpose whatsoever other than with respect to Clause 11.8.2.

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SCHEDULE R – TERMS AND CONDITIONS OF IFC III CCDs

All capitalized terms used herein but not defined shall have the meaning given to them under the SHA. Reference to a paragraph under this Schedule shall be a reference to the paragraph of this Schedule.

1. Form and Status of IFC III CCDs

Each of IFC III CCDs shall have the issue price of USD 83.10 (United States Dollars Eighty Three and Ten Cents).

2. Term

Unless converted in accordance with the terms of this Schedule R, the Articles of the Company and applicable Laws, the term of the IFC III CCDs shall be a maximum of 20 (twenty) years from their issuance. The date on which the IFC III CCDs were issued and allotted to IFC shall be referred as “IFC Subscription Closing Date”.

3. Interest

3.1 The IFC III CCDs will bear interest at the rate of 5% (five percent) per annum up to the date of their conversion into Equity Shares of the Company in accordance with paragraph 4 below.

3.2 The interest will accrue for a period of 18 (eighteen) months from issuance of the IFC III CCDs and will be paid at the end of this period, subject to applicable Law, followed by quarterly payments on the 15^th (fifteenth) day of the relevant month of such quarterly payment until the date of conversion and the interest payable in respect of each calendar year shall be calculated by dividing the annual interest due by 365 (three hundred and sixty five). In relation to such interest payments, IFC shall provide its account details no later than 1 (one) month before the payment is due. If full interest payment cannot be made during an applicable period, due to any constraints including but not limited to regulatory constraints, then the unpaid interest payment will accrue and be paid in subsequent periods, compounded for the period of delay in payment.

3.3 If the dividend payout in any given financial year to the Shareholders or to the holders of Series A CCPS (as defined in the SHA) or to the holders of Series B CCPS (as defined in the SHA) or to the Series C CCPS (as defined in this SHA) of the Company, whichever is highest, is more than 5% (five per cent) of the amount invested for such securities by the holder of those securities, then the holders of the IFC III CCDs will be entitled to an additional interest which shall be equal to the difference between (a) the percentage return (on the amount invested) received by the holders of such Equity Shares or the holders of Series A CCPS or the holders of Series B CCPS or to the holders of Series C CCPS; and (b) the rate of interest received by the holder of the IFC III CCDs for that financial year under the terms of paragraph 3.1.

3.4 For the purposes of calculation of interest, the issue price (i.e. par value and premium) of each IFC III CCDs shall be considered in INR terms by applying the USD-INR conversion rate of USD 1 = INR 60.17. The payment of interest shall, however, be

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made by the Company in USD terms by converting the INR amount so arrived at into USD amount by applying the reference rate of the Reserve Bank of India for USD-INR conversion as on the date on which the interest is paid out by the Company.

4. Conversion

4.1 The IFC III CCDs shall be convertible into Equity Shares of the Company at the option of the holders of the IFC III CCDs in accordance with paragraph 4.2. Any IFC III CCDs that have not been converted into Equity Shares of the Company shall compulsorily convert into the Equity Shares of the Company upon the earlier of:

(i) immediately prior to the listing of the Equity Shares pursuant to the QIPO or IPO, as approved by the Shareholders of the Company; and

(ii) The date which is 20 (twenty) years from the IFC Subscription Closing Date in relation to the IFC III CCDs (the “Maturity Date”),

in each case, in accordance with this SHA. Upon occurrence of any of the event under paragraph 4.1 (i) and (ii) above the Company (and the Sponsors, where applicable) will immediately follow the procedure under paragraph 4.2 (iv) below.

4.2 Optional Conversion

The holders of the IFC III CCDs shall have the right, in the events set out in paragraph 4.2 (ii) of this Schedule after the IFC Subscription Closing Date of IFC III CCDs to require the Company, by a written notice (the “Conversion Notice”), to convert all or some of the IFC III CCDs into Equity Shares of the Company. A copy of the Conversion Notice shall also be sent to the Sponsors, IFC, GIF, Proparco, Helion and FC. In case the conversion occurs prior to the expiry of the Maturity Date, then the conversion shall be completed within a period of 21 (twenty one) days trom the date of the Conversion Notice.

(i) Conversion Ratio & Conversion Price

(a) The Conversion Ratio for the purposes of IFC III CCDs shall be such that each IFC III CCD will convert into such number of Equity Shares, so as to give the IFC III CCD holders the IFC III Required Return, without IFC being required to pay any amount for such conversion.

For purposes of this paragraph, the term “IFC III Required Return” for the purposes of the IFC III CCDs shall mean (aa) 16% (sixteen percent) IRR; or (bb) 18.4% (Eighteen point four Percent) IRR, in the event of conversion of the IFC III CCDs into Equity Shares of the Company (a) in accordance with paragraph 4.1 (i) of this Schedule R, or (b) upon Transfer of the Equity Securities in terms of Clause 6.3.4 of the SHA, or (c) upon a voluntary sale of any or all the Equity Securities held by all the Investors and the voluntary sale of Equity Securities held by the Sponsors to a third party, such that pursuant to the sale of the Equity Securities there is a change in Control on the Company, or (d) upon a Liquidation Event B other than upon Transfer of all or more than 70% (seventy percent) in value of the Company’s Assets. For calculating the IFC III Required Return, the return of 16% (sixteen percent) IRR or

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18.4% (eighteen point four percent) IRR, as the case may be, shall be calculated from 25^th June 2014 till the date of the conversion of the IFC III CCDs.

Provided that, if the IFC III CCD holder receives any interest from the Company prior to conversion, the value of the same will be deducted from the IFC III Required Return.

For the calculation of the IFC III Required Return, the aggregate investment amounts in IFC III CCDs shall be considered in INR terms by applying the USD-INR conversion rate of USD 1 = INR 60.17 to the IFC III CCDs Investment Amount.

(b) A valuation of the Company to enable conversion of the IFC III CCDs in accordance with (a) above shall be:

1) for the events specified in paragraph 4.2 (ii) (a), (b) and (g) and paragraph 4.1( ii), the valuation as determined by one of the Big Four Accounting Firms selected in accordance with the procedure laid down in paragraph 4.2 (c) below;

2) for the events specified in paragraph 4.2(ii) (c), (d), (e) and (f), the valuation as offered by the third party purchaser; and

3) for the events specified in paragraph 4.3(i), the valuation per Equity Share (on a fully diluted basis after giving effect to the conversion of all Equity Securities that are convertible to Equity Shares, as provided in the SHA) shall be equal to the initial public offering price of Equity Shares offered for sale/issue of Equity Shares by the Company pursuant to the IPO or QIPO..

(c) IFC shall set out in the Conversion Notice, the names of 2 (two) of the Big Four Accounting Firms that are selected by IFC for the purpose of paragraph 4.2(i)(c). Within 10 (ten) days of the date of the Conversion Notice, IFC, Helion, FC, Proparco, Company and Sponsors shall jointly agree to appoint one of the 2 (two) Big Four Accounting Firms mentioned in the Conversion Notice to do the valuation of the Company, and shall jointly issue a notice to IFC in this respect. If IFC does not receive the aforesaid notice within the period of 10 days from the date of the Conversion Notice, then IFC shall have the right to select, in its sole discretion, one of the 2 (two) Big Four Accounting Firms mentioned in the Conversion notice to do the valuation of the Company.

(ii) The holders of the IFC III CCDs will be entitled to exercise their conversion right in respect of the IFC III CCDs just prior to or on the occurrence of the following events:

(a) Liquidation Event A or Liquidation Event B as defined in the SHA.

(b) Buy-back of the IFC III CCDs in accordance with the terms of the SHA.

(c) In the event holder of the IFC III CCDs wishes to exercise its Co-Sale Right under Clause 6.3.3 (Co -Sale Rights) of the SHA.

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(d) In the event holder of the IFC III CCDs wishes to exercise its Co-Sale Right under Clause 6.3.4 (Transfer to a Competitor) of the SHA.

(e) In the event holder of the IFC III CCDs wishes to exercise its Drag Along Right under Clause 6.4 (Drag Right to the Investors) of the SHA.

(f) In the event holder of the IFC III CCDs wishes to exercise its right under Clause 6.5 (Drag Right of DEG, IFC and Proparco) of the SHA.

(g) In the event holder of the IFC III CCDs wishes to exercise the Deficit Call Option under Clause 6.6 (IFC, DEG and Proparco Call Option) of the SHA.

(iii) The Conversion Notice shall be dated and shall set forth:

(a) The number of IFC III CCDs in respect of which the holders of the IFC III CCDs are exercising their right to conversion in accordance with this paragraph 4.2;

(b) The number of Equity Shares of the Company that the IFC III CCDs shall convert into; and

(c) The names of 2 of the Big Four Accounting Firms that are selected by IFC for the purpose of paragraph 4.2(i)(c), if applicable; and the reference valuation as offered by the third party purchaser, if applicable.

(iv) Upon receipt of the Conversion Notice, the Company shall effect the following:

(a) Convening of a meeting of the Board, in which meeting the Company approve the following:

• The conversion of such number of the IFC III CCDs;

• The cancellation of the certificates representing such number of IFC III CCDs that are converted;

• The issuance and allotment of such number of Equity Shares of the Company that the IFC III CCDs shall convert into.

in each case, as are mentioned in the Conversion Notice;

(b) Cancellation of the debenture certificates of IFC III CCDs in respect of which the conversion right is exercised in the Conversion Notice; and thereafter issuance of duly stamped share certificates to the holders of the IFC III CCDs to evidence such holders of the IFC III CCDs as the owners of the Equity Shares issued upon conversion of such number of the IFC III CCDs as are mentioned in the Conversion Notice;

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(c) Updating its register of members to reflect the holders of the IFC III CCDs as the owners of the Equity Shares issued pursuant to the conversion of such number of the IFC III CCDs as are mentioned in the Conversion Notice; and updating the register of debenture holders to indicate the conversion of the IFC III CCDs into Equity Shares

(d) The Company and the Sponsors shall do all such acts and deeds as may be necessary to give effect to the provision of this paragraph 4, including without limitation, convening a meeting of the Board to approve the splitting of the share certificates representing the IFC III CCDs.

4.3 Automatic Conversion

(i) The Company shall forthwith convert all the IFC III CCDs into Equity Shares based on the conversion price arrived in accordance with paragraph 4.2(i), if at any time after the IFC Subscription Closing Date the Company undertakes an IPO/QIPO, provided that the Shareholders of the Company have consented to such IPO/QIPO in accordance with the SHA. The IFC III CCDs shall convert into Equity Shares of the Company immediately prior to the listing of Equity Shares on the Relevant Market pursuant to the IPO/QIPO.

(ii) In the event that:

(a) The Company files an offer document with the Relevant Market in respect of the QIPO or an IPO and, in connection with such filing, such Authority or Relevant Market requires the conversion of the IFC III CCDs into Equity Shares of the Company; and

(b) The QIPO or the IPO docs not complete on or prior to the Listing Date such that none of the issued, paid-up and subscribed share capital is admitted for trading on a Relevant Market (as defined in the SHA) on or prior to the Listing Date.

Then such conversion of IFC III CCDs into Equity Shares shall be deemed to be a Conforming of Rights and the Company and the Sponsors shall comply with the provisions of Clause 8 (Reinstatement of Rights) of the SHA and shall undertake all necessary actions to ensure that the holders of the IFC III CCDs are placed in the same position, and possess the same rights as set forth in this Schedule R, they had the benefit of immediately prior to the occurrence of the event set forth in (i) above.

5. Liquidation Preference

Upon the occurrence of a Liquidation Event A or a Liquidation Event B with respect to the Company or its Subsidiaries and in accordance with the terms of the SHA, the holders of the JFC III CCDs shall receive the Liquidation Preference in accordance with the terms of the SHA and in the order of precedence set forth in the SHA.

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Upon the exercise of the Drag Right of the Investors or Drag Right of DEG, IFC and Proparco in accordance with Clause 6.4 and 6.5 of the SHA, the IFC III CCDs shall be subject to the order of preference in terms of the sale of the Equity Securities and the returns on the Equity Securities as set out in the SHA. Notwithstanding the above, the holders of the IFC III CCDs will also be entitled to the buy-back preferences in accordance with the terms of the SHA and in order of preference set forth in the SHA.

For the avoidance of doubt, it is hereby clarified that Equity Shares of the Company held by IFC pursuant to the conversion of the IFC III CCDs shall be treated at par with the remaining Equity Shares of the Company for the purposes of this paragraph 5, save and except where the IFC III CCDs are converted into Equity Shares of the Company on or immediately prior and only in connection with IFC exercising its right in the case of events set out in this paragraph 5, in which case, notwithstanding anything to the contrary contained herein, the Equity Shares issued to the holder of the IFC III CCDs will be entitled to priority in terms of payment in the like manner as the IFC III CCDs as set out in this paragraph 5.

For the purposes of Clause 4 (Rights of the Investors), Clause 6.4 (Drag Right of the Investors), Clause 6.5 (Drag Right of IFC, DEG and Proparco), Clause 6.6 (IFC, DEG and Proparco Call Option), Clause 6.7 (Sponsors, Helion and FC Call Option), Clause 9 (Buy Back of Equity Securities) and Clause 9A (Buy Back from IFC, DEG and Proparco), the calculation of entitled amounts of the holders of IFC III CCDs shall be considered in INR terms by applying the USD- INR conversion rate of USD 1 = INR 60.17 to the IFC III CCDs Investment Amount. However, to the extent relevant, at the time of payment of amounts to the holders of IFC III CCDs in the above mentioned Clauses, the INR entitled amounts arrived at shall be converted into USD amount by applying the reference rate of the Reserve Bank of India for USD-INR conversion as on the date on which such payment is effected and the payment shall thereupon be made in USD amounts.

6. Transferability

Subject to the terms of the SHA, the IFC III CCDs shall be freely transferable to any person and holders of the IFC III CCDs may assign all or any of the IFC III CCDs and any rights attaching thereto under the SHA, without the prior consent of any Person.

7. Voting Rights

From and after the issuance of the IFC III CCDs, IFC shall only be entitled to exercise voting rights on every resolution in respect of Schedule M placed before the Company on the basis of its shareholding in the Company on an As if Converted Basis subject to the terms of the SHA. Provided however that upon the transfer of the IFC III CCDs in accordance with the terms of the SHA, the transferee of the IFC III CCDs will be entitled to vote on every resolution placed before the Company in proportion to the Equity Shares held by such transferee in the share capital of the Company, assuming the transferred IFC III CCDs have been converted into Equity Shares of the Company on the basis of the conversion price as determined in paragraph 4.2(i) above.

From the date of conversion of the IFC III CCDs, the voting percentage of all the shareholders in the Company shall be in proportion to their shareholding in the Company.

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For the avoidance of doubt, it is hereby clarified, that IFC shall be entitled to exercise its voting rights as a debenture holder in the Company available to it under applicable Law.

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SCHEDULE S – TERMS AND CONDITIONS OF SERIES F CCPS

All capitalized terms used herein but not defined shall have the meaning given to them under the SHA. Reference to a paragraph under this Schedule shall be a reference to the paragraph of this Schedule.

1. Issue Price

The Series F CCPS shall have the issue price as indicated in Schedule Y of this Agreement.

2. Dividend

Each of the holders of Series F CCPS shall be entitled to payment of 8% (eight per cent) noncumulative dividend per annum (calculated on the issue price) on each of the Series F CCPS by way of dividend from the Company in accordance with applicable Law as and when the Board of the Company declares any dividend. The dividends payable on the Series F CCPS shall be senior to dividend payments to holders of Series A CCPS, Series B CCPS, Series C CCPS, Series D CCPS and other Equity Shares of the Company. Subject to applicable Law, each of the holders of Series F CCPS shall be individually entitled, in addition and cumulative to the above, to participate in the distribution of the profits of the Company made to the other shareholders of the Company (for the purpose of this paragraph all the Series F CCPS shall be assumed as if have been converted to the Equity Shares at the Conversion Factor).

For the purposes of calculation of dividends, the issue price (i.e. par value and premium) of each Series F CCPS shall be considered in INR terms by applying the USD-INR conversion rate as indicated in Schedule Y of this Agreement. The payment of dividend shall, however, be made by the Company in USD terms by converting the INR amount so arrived at into USD amount by applying the reference rate of the Reserve Bank of India for USD-INR conversion as on the date on which the dividend is paid out by the Company.

3. Term

Unless converted in accordance with the terms of this Schedule, the Articles of the Company and applicable Laws, the term of the Series F CCPS shall be a maximum of 20 (twenty) years from the date of their issuance.

4. Voting

4.1 The holders of Series F CCPS shall be entitled to attend all meetings of Shareholders of the Company. Series F CCPS shall be entitled to vote on all such matters which affect their rights directly or indirectly (including the consent rights of the Investors under the Agreement). To the extent (and as and when permitted under applicable Law), the Series F CCPS shall be entitled to voting rights assuming the Series F CCPS have been converted into Equity Shares of the Company on the basis of the Conversion Factor set out below.

4.2 From the date of conversion of the Series F CCPS into Equity Shares, the voting percentage of all their holders in the Company shall be in proportion to their shareholding in the Company.

5. Conversion

5.1 The Series F CCPS shall be convertible into Equity Shares of the Company at the option of the holders of the Series F CCPS in accordance with paragraph 5.2. Any Series F CCPS that have not been converted into Equity Shares of the Company shall compulsorily convert into the Equity Shares of the Company in accordance with paragraph 5.3 below, upon the earlier of:

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(i) immediately prior to the listing of the Equity Shares pursuant to the QIPO or IPO, as approved by the Shareholders of the Company; and

(ii) The date which is 20 (twenty) years from the date of the issuance of the Series F CCPS (the “Maturity Date”),

in each case, in accordance with the terms of the Agreement.

5.2 Optional Conversion

(i) The holders of the Series F CCPS shall severally have the right, at any time and from time to time at their sole option after their issuance, to require the Company, by written notice (the “Conversion Notice”), to convert their respective Series F CCPS into Equity Shares of the Company. A copy of the Conversion Notice shall also be sent to the Sponsors, Proparco, Helion, FC, DEG and IFC. In case the conversion occurs prior to the expiry of the Maturity Date, then the conversion shall be completed within a period of 21 (twenty one) days from the date of the Conversion Notice. The Series F CCPS will be convertible into Equity Shares of the Company at a conversion ratios of 1:1 (the “Conversion Factor”), without being required to pay any amount for such conversion. However, if the holders of Series F CCPS are unable to receive amounts equal to their entitlements under the provisions of the Agreement (as amended from time to time) dealing with Liquidation Event A in the Company, Drag right of the Investor, Drag right of IFC, DEG and Proparco and Buy back of Equity Securities (as applicable) on the basis of the Conversion Factor of 1:1, then each Series F CCPS shall be converted at such higher conversion ratio that will permit the holders of Series F CCPS to receive the amounts that they are entitled under the provisions of Agreement (as amended from time to time) dealing with Liquidation Event A in the Company, Drag right of the Investor, Drag right of IFC, DEG and Proparco and Buy back of Equity Securities as applicable; in which event the term ‘Conversion Factor’ shall be reckoned accordingly. For avoidance of doubts, the holders of Series F CCPS shall not be entitled to any proceeds over and above their entitlements under the provisions of Agreement (as amended from time to time) dealing with Liquidation Event A in the Company, Drag right of the Investor, Drag right of IFC, DEG and Proparco and Buy back of Equity Securities, irrespective of the Conversion Factor.

(ii) The Conversion Notice shall be dated and shall set forth:

(a) The number of Series F CCPS in respect of which the holders of the Series F CCPS are exercising their right to conversion in accordance with this paragraph 5.2; and

(b) The number of Equity Shares of the Company that the Series F CCPS shall convert into.

(iii) Upon receipt of the Conversion Notice, the Company shall effect the following:

(a) Convening of a meeting of the Board, in which meeting the Company shall approve the following:

(A) The conversion of the relevant Series F CCPS;

(B) The cancellation of the share certificates representing such number of the Series F CCPS; and

(C) The issuance and allotment of such number of Equity Shares of the Company that the Series F CCPS shall convert into,

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in each case, as are mentioned in the Conversion Notice;

(b) Cancellation of the share certificates of Series F CCPS in respect of which the conversion right is exercised in the Conversion Notice; and thereafter issuance of duly stamped share certificates to the holders of the Series F CCPS to evidence such holders of the Series F CCPS as the owners of the shares issued upon conversion of their respective Series F CCPS as are mentioned in the Conversion Notice;

(c) Updating its register of members to reflect the holders of the Series F CCPS as the owners of the Equity Shares issued pursuant to the conversion of the relevant Series F CCPS as mentioned in the Conversion Notice;

(d) The Company and the Sponsors shall do all such acts and deeds as may be necessary to give effect to the provisions of this paragraph 5, including without limitation, convening a meeting of the Board to approve the splitting of the share certificates representing the Series F CCPS.

5.3 Automatic Conversion

(i) The Company shall forthwith convert all the Series F CCPS into shares, based on the Conversion Factor, if at any time after their issuance the Company undertakes an IPO/QIPO, provided that the Shareholders of the Company have consented to such IPO/QIPO in accordance with the SHA. The Series F CCPS shall convert into Equity Shares of the Company at the Conversion Factor, immediately prior to the listing of Equity Shares on the Relevant Market pursuant to the IPO/QIPO.

(ii) In the event that:

(a) The Company files an offer document with the appropriate Authority or Relevant Market in respect of the QIPO/IPO and, in connection with such filing, such Authority or Relevant Market requires the conversion of the Series F CCPS into Equity Shares of the Company; and

(b) The QIPO/IPO does not complete on or prior to the Listing Date such that none of the issued, paid-up and subscribed share capital is admitted for trading on a Relevant Market by the expiry of the Listing Date,

Then such conversion of Series F CCPS into Equity Shares shall be deemed to be a Conforming of Rights and the Company and the Sponsors shall comply with the provisions of Clause 8 (Reinstatement of Rights) of the Agreement and shall undertake all necessary actions to ensure that the holders of the Series F CCPS are placed in the same position, and possess the same rights as set forth in this Schedule, they had the benefit of immediately prior to the occurrence of the event set forth in (a) above.

6. Liquidation Preference

Upon the occurrence of a Liquidation Event A or Liquidation Event B with respect to the Company or its Subsidiaries and in accordance with the terms of this Agreement, the holders of the Series F CCPS shall receive the Liquidation Preference in accordance with the terms of this Agreement and in the order of precedence set forth in this Agreement. Upon the exercise of the Drag Right of the Investors or Drag Right of IFC, DEG and Proparco in accordance with Clause 6.4 and Clause 6.5 of this Agreement, the Series F CCPS shall be

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subject to the order of preference in terms of the sale of the Equity Securities and the return on the Equity Securities as set out in this Agreement. Notwithstanding the above, the holders of Series F CCPS will also be entitled to the buy-back preference in accordance with the terms of this Agreement and in order of preference as set out in this Agreement.

For the purposes of Clause 4 (Rights of the Investors), Clause 6.4 (Drag Right of the Investors), Clause 6.5 (Drag Right of IFC, DEG and Proparco), Clause 6.6 (IFC, DEG and Proparco Call Option), Clause 6.7 (Sponsors, Helion and FC Call Option), Clause 9 (Buy Back of Equity Securities) and Clause 9A (Buy Back from IFC, DEG and Proparco), the calculation of entitled amounts of the holders of Series F CCPS shall be considered in INR terms by applying the USD-INR conversion rate as indicated in Schedule Y of this Agreement to the amounts invested in Series F CCPS. However, to the extent relevant, at the time of payment of amounts to the holders of Series F CCPS in the above mentioned Clauses, the INR entitled amounts arrived at shall be converted into USD amount by applying the reference rate of the Reserve Bank of India for USD-INR conversion as on the date on which such payment is effected and the payment shall thereupon be made in USD amounts.

7. Transferability

Subject to the terms of the Agreement, the Series F CCPS shall be freely transferable to any Person, and the holders of the Series F CCPS may assign all or any of the Series F CCPS and any rights attaching under the Agreement, without the prior consent of any Person.

8. Anti-Dilution Protection

8.1 If the Company offers any Equity Shares on conversion of CCDs and Proparco CCPS, then the holders of Series F CCPS shall be entitled to an anti-dilution protection such that the conversion price of the Series F CCPS is adjusted to ensure that % holding of Series F CCPS after conversion of CCDs and Proparco CCPS shall be same as the % holding of Series F CCPS before conversion of such CCDs and Proparco CCPS. Accordingly the Conversion Factor shall stand revised. It is clarified that the anti-dilution protection provided under this paragraph 8(1) shall not apply to any compulsorily convertible debentures or any other fixed return instrument issued after April 30, 2014.

8.2 If the Company offers any preference shares, at a conversion price (the “New Price”) less than the conversion price (the price at which the Series F CCPS converts into equity) of the Series F CCPS (“Dilutive Issuance”), then the holders of Series F CCPS shall be entitled to a broad based weighted-average basis anti-dilution protection as provided forth in the Annexure to this Schedule (the “Valuation Protection Right”). For determining whether the New Price of the Dilutive Issuance is made at lower price than the conversion price of Series F CCPS, the New Price and the conversion price of Series F CCPS shall be taken in INR terms. For this purposes, the New Price of the Dilutive Issuance shall be converted into USD amounts by applying the reference rate of the Reserve Bank of India for USD-INR conversion as on the date on which such subscription price against the Dilutive Issuance is received by the Company; and the issue price (i.e. par value and premium) of Series F CCPS shall be considered in INR terms by applying the USD-INR conversion rate as indicated in Schedule Y of this Agreement.

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ANNEXURE TO SCHEDULE S

All capitalized terms used herein but not defined shall have the meaning given to them under the SHA. Reference to a paragraph under this Annexure shall be a reference to the paragraph of this Annexure.

1. Definitions

For the purposes of this Annexure and unless the context requires a different meaning, the following terms have the meanings indicated.

(a) “Issue Date” shall have the meaning ascribed to it in Section 2(a)(ii) of this Annexure.

(b) “Lowest Permissible Price” in relation to a holder of Series F CCPS shall mean the lowest possible price at which a Share may be issued to/acquired by that holder of Series F CCPS in accordance with applicable Law.

(c) “New Issue Price” shall have the meaning prescribed to it in Section 2(a)(i) of this Annexure.

(d) “Issue Price” shall mean the sum equal to the quotient of (x) the total sum paid for the Series F CCPS divided by (y) the number of Series F CCPS initially underlying such Series F CCPS.

2. Non-Dilution Protection

(a) Issuance below Issue Price.

(i) New Issues. If the Company shall at any time or from time to time issue any Preference Shares at a conversion price that is less than the Issue Price (the “New Issue Price”), other than on a rights basis to all the Shareholders of the Company, then, the holders of Series F CCPS shall be issued additional Equity Shares at par or at the lowest value permitted under applicable Law as would enable them to maintain their shareholding of the Series F CCPS in accordance with Section 2(a)(iii) of this Annexure (“Anti-Dilution Issuance”) and to such an extent and in such manner as is permitted under applicable Law.

(ii) Timing for New Issues. Such Anti-Dilution Issuance shall be made whenever such New Securities are issued in accordance with Section 2(a)(i) of this Annexure, (x) in the case of an issuance to the Shareholders of the Company, as such, to a date immediately following the close of business on the record date for the determination of Shareholders entitled to receive such New Securities and (y) in all other cases, on the date (the “Issue Date”) of such issuance; provided, however, that the determination as to whether an Anti-Dilution Issuance is required to be made pursuant to this Section 2 (a) of this Annexure shall be made immediately or simultaneously upon the issuance of such New Securities, and not upon the subsequent issuance of any security into which the New Securities convert, exchange or may be exercised.

(iii) Anti-Dilution Issuance. If an Anti-Dilution Issuance is to be undertaken pursuant to an occurrence of any event described in Section 2(a)(i) of this Annexure while the Series F CCPS are outstanding, the conversion price (the price at which the Series F CCPS converts into equity) shall, to the extent permitted under applicable Law, stand adjusted in accordance with the following formula:

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NCP        =  (P1)     X	(Q1) + (Q2)
	(Q1) + (R)

For the purposes of this Section, “NCP” is the new Purchase Price;

“P1” is the Issue Price;

“Q1” means the number of Equity Shares Outstanding immediately prior to the new issue;

“Q2” means such number of Equity Shares that the aggregate consideration received by the Company for such issuance would purchase at Issue Price (Q2=R*(New Issue Price/P1));

“R” means the number of Equity Shares issuable / issued upon conversion of the New Securities being issued.

For purposes of this condition, the term “Equity Shares Outstanding” shall mean the aggregate number of Equity Shares of the Company then outstanding (assuming for this purpose the exercise and/or conversion of all then-outstanding securities exercisable for and/or convertible into Equity Shares (including without limitation the conversion of all Preference Shares)).

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SCHEDULE T - TERMS AND CONDITIONS OF SERIES G CCPS

All capitalized terms used herein but not defined shall have the meaning given to them under the SHA. Reference to a paragraph under this Schedule shall be a reference to the paragraph of this Schedule.

1. Issue Price

The Series G CCPS shall have the issue price of USD 450.16 (Dollars Four Hundred and Fifty and Sixteen Cents)

2. Term

Unless converted in accordance with the terms of this Schedule T, the Articles of the Company and applicable Laws, the term of the Series G CCPS shall be a maximum of 20 (twenty) years from their issuance.

3. Dividend

3.1 Each of the holders of Series G CCPS shall be entitled to payment of 5% (five percent) non-cumulative dividend per annum (calculated on the sum of the face value and premium paid) on each of the Series G CCPS by way of dividend from the Company in accordance with applicable Law as and when the Board of the Company declares any dividend to any shareholder.

3.2 If the dividend payout in any given financial year to the shareholders or to the holders of Series A CCPS, Series B CCPS, Series C CCPS, Series D CCPS, Series F CCPS or Series H CCPS of the Company, whichever is highest, is more than 5% (five percent) of the amount invested for such securities by the holder of those securities, then the holders of the Series G CCPS will be entitled to an additional dividend which shall be equal to the difference between (a) the percentage return (on the amount invested) received by the holders of such Equity Shares or the holders of Series A CCPS, Series B CCPS, Series C CCPS, Series D CCPS, Series F CCPS and Series H CCPS, and (b) the rate of dividend received by the holder of the Series G CCPS for that financial year under the paragraph 3.1 above. It is clarified that in case the Company declares dividends to the holders of Equity Shares, Series A CCPS, Series B CCPS, Series C CCPS, Series D CCPS, Series F CCPS and/or Series H CCPS, the holders of Series G CCPS shall be entitled to receive dividends simultaneous with the holders of Equity Shares, Series A CCPS, Series B CCPS, Series C CCPS, Series D CCPS, Series F CCPS and/or Series H CCPS in the manner set out above.

3.3 For the purposes of calculation of dividends, the issue price (i.e. par value and premium) of each Series G CCPS shall be considered in INR terms by applying the reference rate of the Reserve Bank of India for USDINR- conversion as on the date on which the issue price is received by the Company. The payment of dividend shall, however, be made by the Company in USD terms by converting the INR amount so arrived at into USD amount by applying the reference rate of the Reserve Bank of India for USDINR- conversion as on the date on which the dividend is paid out by the Company.

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4. Conversion

4.1 The Series G CCPS shall be convertible into Equity Shares of the Company at the option of the holders of the Series G CCPS in accordance with paragraph 4.2. Any Series G CCPS that have not been converted into Equity Shares of the Company shall compulsorily convert into the Equity Shares of the Company upon the earlier of:

(i) immediately prior to the listing of the Equity Shares pursuant to the QIPO or IPO, as approved by the Shareholders of the Company; and

(ii) The date which is 20 (twenty) years from the date of the issuance of the Series G CCPS (the “Maturity Date”),

in each case, in accordance with this SHA. Upon occurrence of any of the event under paragraph 4.1(i) and (ii) above the Company (and the Sponsors, where applicable) will immediately follow the procedure under paragraph 4.2 (iv) below.

4.2 Optional Conversion

The holders of the Series G CCPS shall have the right, in the events set out in paragraph 4.2 (ii) of this Schedule T after the Proparco Closing Date to require the Company, by a written notice (the “Conversion Notice”), to convert all or some of the Series G CCPS into Equity Shares of the Company. A copy of the Conversion Notice shall also be sent to the Sponsors, GIF, IFC Helion, DEG and FC. In case the conversion occurs prior to the expiry of the Maturity Date, then the conversion shall be completed within a period of 21 (twenty one) days from the date of the Conversion Notice.

(i) Conversion Ratio & Conversion Price

(a) The Conversion Ratio for the purposes of Series G CCPS shall be such that each Series G CCPS will convert into such number of Equity Shares, so as to give the Series G CCPS holders the Proparco Required Return -2, without Proparco being required to pay any amount for such conversion.

For purposes of this paragraph, the term “Proparco Required Return -2” for the purposes of the Series G CCPS shall mean (aa) 16% (sixteen percent) IRR; or (bb) 18.4% (eighteen decimal four percent) IRR, in the event of conversion of the Series G CCPS into Equity Shares of the Company (a) in accordance with paragraph 4.1 (i) of this Schedule T, or (b) upon Transfer of the Equity Securities in terms of Clause 6.3.4 of the SHA, or (c) upon a voluntary sale of any or all the Equity Securities held by all the Investors and the voluntary sale of Equity Securities held by the Sponsors to a third party, such that pursuant to the sale of the Equity Securities there is a change in Control on the Company, or (d) upon a Liquidation Event B other than upon Transfer of all or more than 70% (seventy percent) in value of the Company’s Assets.

Provided that, if the Series G CCPS holder receives any dividend from the Company prior to conversion, the amount of dividends received by the holders of Series G CCPS will be deducted from the Proparco Required Return -2. It

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is clarified that the amount of dividends for the purposes of preceding sentence shall be considered net of Taxes, i.e. after deducting any Taxes deducted or paid on such dividends by the Company.

(b) A valuation of the Company to enable conversion of the Series G CCPS in accordance with (a) above shall be:

1) for the events specified in paragraph 4.2 (ii) (a), (b) and (g) and paragraph 4.1(ii), the valuation as determined by one of the Big Four Accounting Firms selected in accordance with the procedure laid down in paragraph 4.2(i)(c) below;

2) for the events specified in paragraph 4.2(ii) (c), (d), (e) and (f), the valuation as offered by the third party purchaser; and

3) for the events specified in paragraph 4.3(i), the valuation per Equity Share (on a fully diluted basis after giving effect to the conversion of all Equity Securities that are convertible to Equity Shares, as provided in the SHA) shall be equal to the initial public offering price of Equity Shares offered for sale/issue of Equity Shares by the Company pursuant to the IPO or QIPO.

(c) Proparco shall set out in the Conversion Notice, the names of 2 (two) of the Big Four Accounting Firms that are selected by Proparco for the purpose of paragraph 4.2(i)(b) (1). Within 10 days of the date of the Conversion Notice, GIF, IFC, Helion, FC, DEG, Company and Sponsors shall jointly agree to appoint one of the 2 (two) Big Four Accounting Firms mentioned in the Conversion Notice to do the valuation of the Company, and shall jointly issue a notice to Proparco in this respect. If Proparco does not receive the aforesaid notice within the period of 10 days from the date of the Conversion Notice, then Proparco shall have the right to select, in its sole discretion, one of the 2 (two) Big Four Accounting firms mentioned in the Conversion notice to do the valuation of the Company.

(ii) The holders of the Series G CCPS will be entitled to exercise their conversion right in respect of the Series G CCPS just prior to or on the occurrence of the following events:

(a) Liquidation Event A or Liquidation Event B as defined in the SHA.

(b) Buy-back of the Series G CCPS in accordance with the terms of the SHA.

(c) In the event holder of the Series G CCPS wishes to exercise its Co-Sale Right under Clause 6.3.3 (Co Sale Rights) of the SHA.

(d) In the event holder of the Series G CCPS wishes to exercise its Co-Sale Right under Clause 6.3.4 (Transfer to a Competitor) of the SHA.

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(e) In the event holder of the Series G CCPS wishes to exercise its Drag Along Right under Clause 6.4 (Drag Right to the Investors) of the SHA.

(f) In the event holder of the Series G CCPS wishes to exercise its right under Clause 6.5 (Drag Right of IFC, DEG and Proparco) of the SHA.

(g) In the event holder of the Series G CCPS wishes to exercise the Deficit Call Option under Clause 6.6 (IFC, DEG and Proparco Call Option) of the SHA.

(iii) The conversion Notice shall be dated and shall set forth:

(a) The number of Series G CCPS in respect of which the holders of the Series G CCPS are exercising their right to conversion in accordance with this paragraph 4.2;

(b) The number of Equity Shares of the Company that the Series G CCPS shall convert into; and

(c) The names of 2 of the Big Four Accounting Firms that are selected by Proparco for the purpose of paragraph 4.2(i)(c), if applicable; and the reference valuation as offered by the third party purchaser, if applicable.

(iv) Upon receipt of the Conversion Notice, the Company shall effect the following:

(a) Convening of a meeting of the Board, in which meeting the Company approve the following:

• The conversion of such number of the Series G CCPS;

• The cancellation of the certificates representing such number of Series G CCPS that are converted;

• The issuance and allotment of such number of Equity Shares of the Company that the Series G CCPS shall convert into.

in each case, as are mentioned in the Conversion Notice;

(b) Cancellation of the share certificates of the Proparco Series G CCPS in respect of which the conversion right is exercised in the Conversion Notice; and thereafter issuance of duly stamped share certificates to the holders of the Series G CCPS to evidence such holders of the Series G CCPS as the owners of the Equity Shares issued upon conversion of such number of the Series G CCPS as are mentioned in the Conversion Notice;

(c) Updating its register of members to reflect the holders of the Series G CCPS as the owners of the Equity Shares issued pursuant to the conversion of such number of the Series G CCPS as are mentioned in the Conversion Notice;

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(d) The Company and the Sponsors shall do all such acts and deeds as may be necessary to give effect to the provision of this paragraph 4, including without limitation, convening a meeting of the Board to approve the splitting of the share certificates representing the Series G CCPS.

4.3 Automatic Conversion

(i) The Company shall forthwith convert all the Series G CCPS into Equity Shares based on the conversion price arrived in accordance with paragraph 4.2(i), if at any time after the Proparco Closing Date the Company undertakes an IPO/QIPO, provided that the Shareholders of the Company have consented to such IPO/QIPO in accordance with the SHA. The Series G CCPS shall convert into Equity Shares of the Company immediately prior to the listing of Equity Shares on the Relevant Market pursuant to the IPO/QIPO.

(ii) In the event that:

(a) The Company files an offer document with the appropriate Authority or Relevant Market in respect of the QIPO or an IPO and, in connection with such filing, such Authority or Relevant Market requires the conversion of the Series G CCPS into Equity Shares of the Company prior to the completion of such IPO or QIPO; and

(b) The QIPO or the IPO does not complete on or prior to the Listing Date such that none of the issued, paid-up and subscribed share capital is admitted for trading on a Relevant Market (as defined in the SHA) on or prior to the Listing Date.

Then such conversion of Series G CCPS into Equity Shares shall be deemed to be a Conforming of Rights and the Company and the Sponsors shall comply with the provisions of Clause 8 (Reinstatement of Rights) of the SHA and shall undertake all necessary actions to ensure that the holders of the Series G CCPS are placed in the same position, and possess the same rights as set forth in this Schedule T, they had the benefit of immediately prior to the occurrence of the event set forth in (a) above.

5. Liquidation Preference

Upon the occurrence of a Liquidation Event A or a Liquidation Event B with respect to the Company or its Subsidiaries (as defined in the SHA) and in accordance with the terms of the SHA, the holders of the Series G CCPS shall receive the Liquidation Preference in accordance with the terms of the SHA and in the order of precedence set forth in the SHA.

Upon the exercise of the Drag Right of the Investors or Drag Right of IFC, DEG and Proparco in accordance with Clause 6.4 and 6.5 of the SHA, the Series G CCPS shall be subject to the order of preference in terms of the sale of the Equity Securities and the returns on the Equity Securities as set out in the SHA. Notwithstanding the above, the holders of the Series G CCPS will also be entitled to the buy-back preferences in accordance with the terms of the SHA and in order of preference set forth in the SHA.

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For the avoidance of doubt, it is hereby clarified that Equity Shares of the Company held by Proparco pursuant to the conversion of the Series G CCPS shall be treated at par with the remaining Equity Shares of the Company for the purposes of this paragraph 5, save and except where the Series G CCPS are converted into Equity Shares of the Company on or immediately prior and only in connection with Proparco exercising its right in the case of events set out in this paragraph 5, in which case, notwithstanding anything to the contrary contained herein, the Equity Shares issued to the holder of the Series G CCPS will be entitled to priority in terms of payment in the like manner as the Series G CCPS as set out in this paragraph 5.

For the purposes of Clause 4 (Rights of the Investors), Clause 6.4 (Drag Right of the Investors), Clause 6.5 (Drag Right of IFC, DEG and Proparco), Clause 6.6 (IFC, DEG and Proparco Call Option), Clause 6.7 (Sponsors, Helion and FC Call Option), Clause 9 (Buy Back of Equity Securities) and Clause 9A (Buy Back from IFC, DEG and Proparco), the calculation of entitled amounts of the holders of Series G CCPS shall be considered in INR terms by applying the reference rate of the Reserve Bank of India for USD-INR conversion as on the date on which the issue price is received by the Company to the Proparco Investment Amount-2. However, to the extent relevant, at the time of payment of amounts to the holders of Series G CCPS in the above mentioned Clauses, the INR entitled amounts arrived at shall be converted into USD amount by applying the reference rate of the Reserve Bank of India for USD-INR conversion as on the date on which such payment is effected and the payment shall thereupon be made in USD amounts.

6. Transferability

Subject to the terms of the SHA, the Series G CCPS shall be freely transferable to any person and holders of the Series G CCPS may assign all or any of the Series G CCPS and any rights attaching thereto under the Transaction Documents, without the prior consent of any Person.

7. Voting Rights

From and after the issuance of the Series G CCPS, Proparco shall only be entitled to exercise voting rights on every resolution in respect of Schedule M placed before the Company on the basis of its shareholding in the Company on an As if Converted Basis subject to the terms of the SHA. Provided however that upon the transfer of the Series G CCPS in accordance with the terms of the SHA, the transferee of the Series G CCPS will be entitled to vote on every resolution placed before the Company in proportion to the Equity Shares held by such transferee in the share capital of the Company, assuming the transferred Series G CCPS have been converted into Equity Shares of the Company on the basis of the conversion price as determined in paragraph 4.2(i) above.

From the date of conversion of the Series G CCPS, the voting percentage of all the shareholders in the Company shall be in proportion to their shareholding in the Company.

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SCHEDULE U – TERMS AND CONDITIONS OF SERIES H CCPS

All capitalized terms used herein but not defined shall have the meaning given to them under the SHA. Reference to a paragraph under this Schedule shall be a reference to the paragraph of this Schedule.

1. Par Value

The Series H CCPS shall have the issue price of USD 450.16 (Dollars Four Hundred and Fifty and Sixteen Cents).

2. Dividend

Each of the holders of Series H CCPS shall be entitled to receive a dividend of 8% in USD (eight per cent) per annum on a cumulative basis calculated on the issue price paid on each such Series H CCPS. Subject to the Applicable Law, each holder of Series H CCPS shall be individually entitled, in addition and cumulative to the above, to participate in the distribution of the profits of the Company if made to the other shareholders (including the holders of Equity Shares and compulsorily convertible preference shares, but excluding Proparco CCPS) of the Company assuming that all Series H CCPS have been converted to Equity Shares at the Normal Conversion Factor set out below.

Pursuant to the above, it is clarified that the Company shall not declare, pay or set aside any dividends on Shares of any other class or kind of share capital (other than Proparco CCPS) unless the holders of the Series H CCPS first receive a dividend on each Series H CCPS equal to the sum of: (i) 8% in USD (eight per cent) per annum on a cumulative basis calculated on the issue price paid; and (ii) the corresponding dividend that the holders of Series H CCPS would receive if the profits of the Company are distributed to the other Shareholders of the Company.

The dividend pay-out as set out under this paragraph 2 shall be payable in cash or in kind.

3. Term

Unless converted in accordance with the terms of this Schedule, the Charter of the Company and the Applicable Laws, the term of the Series H CCPS shall be a maximum of 20 (twenty) years from the date of their issuance.

4. Voting

4.1 The holders of Series H CCPS shall be entitled to attend all meetings of Shareholders of the Company. Series H CCPS shall be entitled to vote on all matters which affect their rights directly or indirectly. The voting rights of each Series H CCPS on every resolution placed before the Company shall, to the extent permissible under the Applicable Law, be in proportion to the share capital that the Series H CCPS represent, assuming that the Series H CCPS have been converted into Equity Shares of the Company on the basis of the Normal Conversion Factor set out below.

4.2 From the date of conversion of the Series H CCPS into Equity Shares, the voting percentage of their holders in the Company shall be in proportion to their shareholding in the Company.

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5. Conversion

5.1 The Series H CCPS shall be convertible into Equity Shares of the Company at any time at the option of the holders of the Series H CCPS in accordance with paragraph 5.2. Any Series H CCPS that have not been converted into the Equity Shares of the Company shall compulsorily convert into the Equity Shares of the Company in accordance with paragraph 5.3 below, upon the earlier of:

(i) immediately prior to the listing of the Equity Shares pursuant to the QIPO or IPO, as approved by the Shareholders of the Company; and

(ii) the date which is 20 (twenty) years from the date of the issuance of Series H CCPS (the “Maturity Date”),

in each case in accordance with the terms of the Agreement. It is clarified that the Series H CCPS shall convert on the listing of the Equity Shares pursuant to the QIPO or IPO as approved by the Shareholders, if all existing Equity Securities (including the IFC Securities, Helion Securities, FC Securities, DEG Securities, Proparco Securities and the Series G CCPS) convert on or before the date of conversion of the Series H CCPS.

5.2 Optional Conversion

(i) The holders of the Series H CCPS shall severally have the right, at any time and from time to time at their sole option, after their issuance, to require the Company, by written notice (the “Conversion Notice”), to convert their respective Series H CCPS into Equity Shares of the Company. A copy of the Conversion Notice shall also be sent to the Sponsors, Proparco, Helion, FC, DEG and IFC, who are the other Shareholders of the Company.

(ii) In case the conversion occurs prior to the expiry of the Maturity Date, then the conversion shall be completed within a period of 21 (twenty one) days from the date of the Conversion Notice.

(iii) “Normal Conversion Factor”: The Series H CCPS will be convertible into the Equity Shares of the Company at a conversion ratio of 1:1 (i.e. 1 (one) Series H CCPS will convert into 1 (one) Equity Share), without being required to pay any amount for such conversion, and shall be adjusted for:

(a) dividends declared and not paid in accordance with paragraph 2 above;

(b) share splits, recapitalization or similar events;

(c) the anti-dilution provision as set out in paragraph 9 below;

(d) with respect to the CCDs and/or Proparco CCPS that are converted into Equity Shares on or before the conversion of Series H CCPS, the holders of Series H CCPS shall be entitled to an anti-dilution protection such that the conversion ratio of the Series H CCPS is adjusted upwards to ensure that percentage holding of the holders of Series H CCPS after conversion of such CCDs and/or Proparco CCPS shall be same as the percentage holding of the holders of Series H CCPS before the conversion of such CCDs and/or Proparco CCPS determined on a Fully Diluted Basis.

The Normal Conversion Factor is specified based on the assumption that all

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the existing Equity Securities (including the IFC Securities, Helion Securities, FC Securities, DEG Securities, Proparco Securities and the Series G CCPS) have converted on or before the date of conversion of the Series H CCPS.

(iv) The Conversion Notice shall be dated and shall set forth:

(a) The number of Series H CCPS in respect of which the holders of the Series H CCPS are exercising their right to conversion in accordance with this paragraph 5.2; and

(b) The number of Equity Shares of the Company that the Series H CCPS shall convert into.

(v) Upon receipt of the Conversion Notice, the Company shall and the Sponsors shall ensure that the Company shall effect the relevant board and shareholders’ meeting and undertake all such acts and deeds as may be necessary to give effect to the provision of this paragraph 5.

(vi) Upon receipt of the Conversion Notice, the Company shall effect the following:

(e) Convening of a meeting of the board of directors, in which meeting the Company shall approve the following:

(A) the conversion of the relevant Series H CCPS;

(B) the cancellation of the share certificates representing such number of the Series H CCPS; and

(C) the issuance and allotment of such number of Equity Shares of the Company that the Series H CCPS shall convert into,

in each case, as are mentioned in the Conversion Notice;

(f) Cancellation of the share certificates of Series H CCPS in respect of which the conversion right is exercised in the Conversion Notice; and thereafter issuance of share certificates to the holders of Series H CCPS to evidence such holders of the Series H CCPS as the owners of the Equity Shares issued upon conversion of their respective Series H CCPS as mentioned in the Conversion Notice;

(g) Making all the requisite filings with the appropriate Authority;

(h) The Company and the Sponsors shall do all such acts and deeds as may be necessary to give effect to the provisions of this paragraph 5.

5.3 Automatic Conversion

(i) The Company shall forthwith convert all the Series H CCPS into Equity Shares, based on the applicable conversion rate as determined in accordance with this paragraph 5.3, if at any time after their issuance, the Company undertakes an IPO/QIPO, provided that the shareholders of the Company have consented to such IPO/QIPO in accordance with the Shareholders Agreement. The Series H CCPS shall convert into Equity Shares of the Company immediately prior to the listing of Equity Shares pursuant to the IPO/QIPO, provided that all the existing Equity Securities (including the IFC Securities, Helion Securities, FC Securities, DEG Securities, Proparco Securities and

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the Series G CCPS) are converted on or before the date of conversion of the Series H CCPS. For the purpose of this Schedule 6, QIPO means an initial public offering of the Company, which satisfies the following conditions: (i) the initial public offering results in the listing of the Equity Shares on the stock exchange acceptable to the Investor; (ii) the gross proceeds from the issuance of new Equity Shares in such initial public offering is not less than USD 100,000,000 (United States Dollars One Hundred Million); and (iii) the offering price of the Equity Share is based on the pre-money valuation of the Company of at least USD 450,000,000 (United States Dollars Four Hundred and Fifty Million).

(ii) In the event an IPO/QIPO occurs subsequent to the expiry of the first anniversary of the Subscription Date and prior to the second anniversary of the Subscription Date, the applicable conversion rate for the conversion of the Series H CCPS shall be such that provides the holders of Series H CCPS such number of Equity Shares that is the greater of: (a) the number of Equity Shares which provide holders of Series H CCPS a USD return of 25% per annum on a cumulative basis on the Subscription Price from the Subscription Date till the actual date of conversion of Series H CCPS; the calculation of return shall include any dividend paid before the date of conversion to the holders of Series H CCPS; the valuation of Equity Shares in order to calculate a USD return of 25% per annum on a cumulative basis shall be based on the price at which Equity Shares are allotted to investors in the IPO/QIPO; or (b) the number of Equity Shares received based on the Normal Conversion Factor.

(iii) In the event an IPO/QIPO occurs subsequent to the expiry of the second anniversary of the Subscription Date, the applicable conversion rate for the conversion of the Series H CCPS shall be such that provides the holders of Series H CCPS such number of Equity Shares that is the greater of: (a) the number of Equity Shares which provide holders of the Series H CCPS a USD return of 25% per annum on a cumulative basis on the Subscription Price for the period starting from the Subscription Date till the second anniversary of the Subscription Date and a USD return of 18% per annum on a cumulative basis on the Subscription Price after the second anniversary of the Subscription Date till the date of conversion. The calculation of return shall include any dividend paid before the date of conversion, and the valuation of Equity Shares to calculate the return to the holders of Series H CCPS shall be based on the price at which Equity Shares are allotted to investors in the IPO/QIPO; or (b) the number of Equity Shares received based on the Normal Conversion Factor.

6. If an IPO/QIPO occurs before the first anniversary of the Subscription Date, the applicable conversion rate for the conversion of the Series H CCPS shall be the Normal Conversion Factor.

7. In the event that:

(a) the Company initiates the procedure for IPO/QIPO which has necessitated the conversion of the Series H CCPS into the Equity Shares of the Company; and

(b) within the Listing Date, the IPO/QIPO does not complete such that the entire issued, paid up and subscribed share capital is not admitted to trading on a Relevant Market by the expiry of the Listing Date,

then the Company and the Sponsors shall comply with the relevant provisions of the Shareholders’ Agreement and shall undertake all necessary actions to ensure that the holders of the Series H CCPS are placed in the same position, and possess the same

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rights as set forth in this Schedule, as they had the benefit of, immediately prior to the occurrence of the event set forth in (a) above.

8. Liquidation Preference

Upon the occurrence of a Liquidation Event A or Liquidation Event B with respect to the Company or its Subsidiaries and in accordance with the terms of this Agreement, the holders of the Series H CCPS shall receive in preference to the holders of Series A CCPS, Series B CCPS, Series C CCPS, Series D CCPS, Series F CCPS and other Equity Shares of the Company, the sum total of: (i) the amount equal to the total Subscription Price paid by holders of the Series H CCPS for such Series H CCPS; and (ii) an amount that provides the holders of Series H CCPS a return of 8% (eight per cent) in USD per annum on a cumulative basis on such total Subscription Price from the date of issuance of such Series H CCPS till the date of the Liquidation Event A or Liquidation Event B, as reduced by any dividends paid before the occurrence of a Liquidation Event A or Liquidation Event B to the holders of such Series H CCPS. It is clarified that the rights of the holders of the Series H CCPS shall be subordinate to the rights of the holders of the CCDs and Proparco CCPS in relation to the Liquidation Preferences of the Company.

9. Transferability

Subject to the terms of this Agreement, the Series H CCPS shall be freely transferable to any Person, and the holders of the Series H CCPS may assign all or any of the Series H CCPS and any rights attaching under the Agreement, without the prior consent of any Person.

10. Anti-Dilution Protection

If the Company issues or proposes to issue Equity Securities (“New Issuance”) to any person at an effective issue price that is less than the subscription price in USD of the Series H CCPS (as adjusted for share splits or similar reorganization of the share capital of the Company), other than the issue of Equity Shares on the conversion of the Equity Securities existing as on the date of subscription of Series H CCPS, then the holders of Series H CCPS shall be entitled to an adjustment to the Normal Conversion Factor based on broad-based weighted average method such that the holders of Series H CCPS receive a higher number of Equity Shares to compensate for the higher subscription price paid for the subscription of Series H CCPS by its holders than the effective issue price of Equity Securities in the New Issuance.

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SCHEDULE V - INSURANCE REQUIREMENTS

• The Company shall, at all times, maintain a directors and officers liability insurance policy for Investors’ nominee director on the Board of the Company, providing adequate and customary coverage with a financially sound and reputable insurer or insurers.

• Construction All Risks, based on full contract value and including:

• Strike, riots and civil commotion

• Debris removal

• Extra Expenses

• Extended Maintenance Period

• Third Party Liability

• Marine All Risks (including war) in respect of all transportation of critical items for the project

• Fire and named perils (including earthquake) or Property All Risks, based on new replacement cost of assets

• Machinery breakdown

• All insurances required by local legislation

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SCHEDULE X - LIST OF RELATED AGREEMENTS

All capitalized terms used herein but not defined shall have the meaning given to them under the Agreement

1. Transaction Documents;

2. APGL Sharing Agreement entered into between IFC, GIF, Proparco, DEG, FC and Helion with respect to distribution of proceeds received by them upon the occurrence of events set out in Clause 4 of the Shareholders Agreement;

3. Securities Purchase Agreements dated on or around the date of this Agreement between, inter alia, the Company and each of IFC, Proparco, DEG, FC and Helion for the sale of equity securities of the AZI to the Company;

4. IFC Policy Agreement executed between the Company, International Finance Corporation and IFC GIF Investment Company I; and

5. Any other document executed pursuant to and/or to give effect to the understanding set out in the above mentioned agreements; and any amendments or modifications to the above mentioned agreements.

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SCHEDULE Y

Investors	Series	Number of Securities		Amount (INR)		Year	USD		USD Amount		Price Per share (USD)
Helion Ventures Partners II LLC and Helion Ventures Partners India - II LLC	Series A		2575		6,143,048.75	2008-09		49.23		124,776.44		48.46
	Series A		16810		40,102,776.50	2008-09		45.54		814,559.98		48.46
	Series B		53887		150,159,897.59	2009-10		45.54		3,297,318.79		61.19
	Series B - Equity		10		27,865.70	2009-10		45.54		611.90		61.19
	Series C		114940		190,800,400.00	2011-12		48.65		3,921,899.28		34.12
	Series D		26636		149,987,316.00	2012-13		55.40		2,707,352.27		101.64
	Series F		63853		716,733,961.75	2014-15		60.42		11,861,583.08		185.76
Total					1,253,955,266.29					22,728,101.74
FC India Ventures (Mauritius) Limited	Series A		19385		46,245,875.80	2008-09		48.74		948,834.43		48.95
	Series B		53887		149,656,593.00	2009-10		45.41		3,295,674.81		61.16
	Series B - Equity		10		27,773.00	2009-10		45.41		611.61		61.16
	Series C		114940		190,800,400.00	2011-12		48.91		3,900,891.40		33.94
	Series D		53273		299,980,263.00	2012-13		55.39		5,415,783.77		101.66
	Series F		53973		605,833,431.75	2014-15		61.55		9,842,686.12		182.36
Total					1,292,544,336.55					23,404,482.12
International Finance Corporation	Series B		73272		204,177,557.04	2009-10		45.51		4,486,432.81		61.23
	Series B - Equity		10		27,865.70	2009-10		45.51		612.30		61.23
	Series D		4439		24,996,009.00	2012-13		54.27		460,586.12		103.76
	Series F		20307		227,940,998.25	2014-15		61.46		3,708,769.90		182.64
Total					457,142,429.99					8,656,401.13
International Finance Corporation - CCDS	CCD-I		1100000		246,618,554.80	2010-11		45.32		5,441,715.68		4.95
	CCD-II		37500		75,000,000.00	2012-13		54.27		1,381,978.99		36.85
	CCD-III		36000		180,000,000.00	2014-15		60.17		2,991,524.02		83.10
Total					501,618,554.80					9,815,218.69
DEG	CCD		680390		680,390,000.00	2011-12		50.27		13,534,712.55		19.89
	Equity Shares		10		9,720.00	2011-12		50.27		193.36		19.34
Total					680,399,720.00					13,534,905.91
Proparco	CCPS (Fixed return)		140000		491,366,400.00	2013-14		54.24		9,058,864.52		64.71
	Equity shares		10		33,920.00	2013-14		54.24		625.37		62.54
Total					491,400,320.00					9,059,489.89

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SCHEDULE Z - DISTRIBUTION PERCENTAGE

INTERNATIONAL FINANCE CORPORATION	15.735	%
IFC GIF INVESTMENT COMPANY I	14.535	%
HELION VENTURE PARTNERS II, LLC	24.382	%
HELION VENTURE PARTNERS INDIA II, LLC	2.2	%
FC VI INDIA VENTURE (MAURITIUS) LTD	28.775	%
SPONSORS*	14.373	%

* This includes the shareholding of Mr. Satnam Sanghera and Azure Power Inc.

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