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    A&R - JV & SH Agreement

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    bhupendra barhat

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    © All Rights Reserved
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    109000 6 ®. PRASAD RAO YT LICENSED STAMP VENT ier, Rilo 18-11-19/2093 i/o 6-3-1185/164, BEGUMPET HYDERABAD. HYDERABAD (SOUTH) DIST Cell « 9866978329 This Stamp Paper forms an integral part of the AMENDED AND RESTATED JOINT VENTURE AND SHAREHOLDERS AGREEMENT dated 20" January 2016, byand between M/s.ES Green Power Private Limited And. Dr. Reddy's Laboratories Limited i 6 § 78 4249708 siNo. seek sous RARCHANDAR RA‘ U. MASTANA , MADHUSOODAN RAO Rio HYD. LICENSED STAMP VENDOR FOR Dr Res aboaories 1e HY LM, 1-04-0/2009 No E14 02/2015 ‘pyo.8-a 2250070720, Rermika Wager, i OUSUFGUDA, HYDERABAD. HYDERABAD (SOUTH) : Geil:- 949048713 a 4 4 ' AMENDED AND RESTATED JOINT VENTURE AND SHAREHOLDERS AGREEMENT ' | | ] | | | | | 1% Definitions 8 Interpretation 5 2 Purpose ofthe Agreement 2 es 4 Second Trance Investment by the Pastis 16 5 CContions Precedent fo Clesing for Tair w Tranche livertmest 6 Closing 8 1 CConions Subsequest a | a Trunstir of Stas n %. Management ofthe SVC a“ | 10. ipndal yer, Autor, Books & Resords | 29 1 |_ etn obtiptions a te Paes oo Ha. Relosation a | |_ 2 Represnuton and Wares _ |. Indemnity | 37 ra Tem & Termination 8 18 Deadlock as Intellectual Property Rights “4 SOLD Sh. MAD! _ 4249709 i ; wu MASTANA LICENSED STAMP VENDOR ISOODAN RAO Rio HYD. 1.Mo, 16-00-9/2008. R.Mo, 16-14-62/2018 Wi FOR WHOiw! Dr. Reddy's Laboratories Lic Hyd, e.0-3-220/076/208, Karan Hage, YOUSUFGUDA, HYDERABAD. HYDERABAD (SOUTH) ali:-949048713 i Sa sa a a cstaoeis FemofDhed of Adhere Governing Law end Jurisdiction 2, 23. Annexure = 1 AMENDED AND RESTATED JOINT VENTURE AND SHAREHOLDERS AGREEMENT ‘This Amended And Restated Joint Venture and Shareholders’ Agreement (‘Agreement’) is ‘made and executed on this the 20" day of January, 2016, BY AND BETWEEN ES Green Power Private Limited, a company incorporated under Companies Act, 2013 and heving das registered office at #55, Solar Tower, 6° Moin, 11° Cross, Leksimaiah Block, Ganganagat, Bengalura~ 360024, Kemnatka, Jada (hereinafter referred to as “Emmvee” which expression shall be deemed to mean and include is representatives, suocessors and penmitted assigns) of the ONE PART; AND Dr, Reddy’s Laboratories Limited, « company itcorporeted under dhe Companies Act, 1956 wad tuving ifs registered office at 2-387, Road No.3, Banjare Hills, Hyderabad ~ 500 034, Telangans, India (hereinafter referred tons “Dr. Reddy's’ which expcession shall be deemed to mean and include iis representatives, successors and pennitted assigns) of he OTHER PART; WHEREAS: ‘A. Emmvee is in the business of gaaeration of soler power and other related activities in renewable energy sector; B. Dr. Reddy's is a global pharmaceutical company engaged in research and development, immiufnctute, sale aad expart of a wide range of bulk drugs and formuletions in Jadia and various other countries; 2 Emsavee and De. Regéy’s hid enteved into a Joint Venture and Shareholders’ Agresiest dated 26° July, 2015 to collabotate and establish a joint venture company (“SVC”), a8 an independeat special purpote vehicle fo setup and operaie solar power plants vi. () 8 (eight) MW solar ‘ower plant admeasuring 38 (chity nine) acres 30 (thirty) Conta, located at Lingarapally Village, Monipally Mandal, Medek District, Telangana; and (i) 7 (seven) MW solar power plat et land comnted by Dr, Rediy’s Bio-sciences Limited admeasoring 29 (twenty nine) ccres 39 (Tity Nite) ‘Gantas, located at Behadurpalli Vilage, Quiiubullapar Mandal, Rangareddy District, Telangana; collectively having 15 (fifeen) MW power generation capacity, for supply of power to. Dr Reddy's and to cary out such other activities as the JVC may teke up from site to dime, ‘Accordingly, the IVC was inoomporated on 6* October, 2015 wherein Exunvee gubserined 0 749% share holding in the JVC aud Dr, Reddy's subscribed 0 26% share holding in the TVC; and 1D, The Paris intend to give effeet to certin modifications to the afbresaid Joint Venture end Shareholders Agreement deted 28! July, 2015, and have accordingly agreed to execute this ‘Amended and Restated Joint Venture and Shareholders Agreement to give effect to the revised ferme of their understanding, This Amended and Resafod Joint Venture and Shareholders ‘Agreament sets forth and records the terms and corditions that shall govern their relationship as SHercheldem of the IVC and to record their respective sights and obligations in relation 10 the management and functioning of he JVC and other maters incidental thereto NOW THEREFORE, in consideration of the mutual covenants and obligations get forth herein and for other good and ‘voluxble eonsiderstion, the receipt and sufiiciency of which is hereby acknowledged, the Parties hereby agree as follows: ra a ») a 2 CLAUSE1 DEFINITIONS & INCERPRETATION In thie Agreement, the following words and expressions shall, unless repugnant to the context or ‘moaning thereof, bave the meaning hereinafter respectively assigned to them; “Adtate! shal men, with respect to any Peton, any company or other Person, wich directly ‘or indirectly, controls, is controled by or, i under common contol with the first named Person. If the first nemed Person is an individual, the term ‘Affilate’ shall include a relative of such individual. The teem “Control” for the purpose of definition of “Afiltare’ shall mean the power to direct the management or policies of a Person, directly or indirectly, whether through the ownership of equity sbares or other securities, by contact or osherwise; provided thet, io any event, the director Indirect ownership of 26 % (twenty six per cent) or more of the voting share capital of a Person is desined to constitute Control of that Person, and “Controlling” and “Controlled” have corresponding meanings; ‘Agreement’ means thie Amended and Restated Joint Venture and Shareholders Agreement including al! Annexures, schedules, amendments an supplements thereof, which the Parties may hereinafter gore to make specifically in writing and signed by the authorized representatives of the Parties in accordance with provisions contained in this behel hereunder, ‘Ancillary Agreements’ means the: () 8 MW Lease Deed; (i) PPAVs; (il) BPC Contracts; and (iv) O&M Contract/s; the terms and forms of which chal be agreed upon between th Perties and executed as a Condition Prevadent; “Anmexure’ means the snnexure's attached to this Agresment and shell form an integral part of this Agreement; ‘Applicable Law" means, any lew of India or where applicable any political sub-division thereof and the coastitutioasl provision, jaw, statute, rule, regulation, ordinance, teaty, order, decree, judgment, decision, certificate, injunction, Governmental Approval (as defined Aereincfier) or requirement of say Government Authority (as defined hereinafter) having the force of law. Unless the context clearly requires otherwise, the term “Applicable Law’ shall include each of the foregoing (and eack provision thereof) as in effect at the time in question, including any amendments, supplements, replacements or other modificetions thereto. of thereof, whether or notin effect atthe date of this Agreement; “Articlos’ means the articles of association of the IVC as oxiginelly famed or as altered froma time to time or applied in pursuance of the Companies Act “Assets? means all the equipment inclading the solar panels, inverters, cables, transformers, LIT & HT electrical switch gear, metering equipment, mechanical structures nd all other equipment! apparatus to be installed by the JVC for erecting the Solar Power Projectis (as defined hereinafter) atthe Project Sites (as defined hereinafter): ‘Auditor’ means the statstory auditor of the SVC as thay be appointed by the IVC trom time to time, in accordance with this Agreement and the Companies Act; ‘Authorized Capital’ means such capital as is suthorized by the Memorandum of Association of the IVC to be the maxinum amount of share capital of the SVC (as modified from time to time), { i j ® d °) » @ a 0 ) y ” » » 2 aa) Business of the JVC? or “Business” mene the design, sebup, engineerin, Hoses acuremen,censirision, ownerstip, operation and saintezance of he So, over Projects aay Site fntuing the generation avd sappy of power from and ot of such Dover Dlaatfs and any ober busines that the JVC may undertake ot anytime rerealer “Closing” shall mean the effestiv| consummation of each of the Closing Bren st forth ia Clause 6 hereof ‘Closing Datel" shall have the meaning atributed tote term in Clause § of this Agreement, «Commercial Operation Date shall mean the date of commencement of power supply to Dr. Rarldy's by the JVC as determined under the PPAISs “Companies Act? mets the Companies Act, 2013 (othe extent not '9 ‘be in fares) and Companies Ac, 1956 (to the extent relevant provisions cantinws fo Be applicable), 28 amended Covapanies ead tall iboinde the roles, crclas, notions ané dasfcaiens thereunder, and ery statutory replacement orre-ensctment thereof, pledge Hen andlor any other encumbrance with respect to the Project Ste y Troposed tobe leased by Dr. Reddy's to SVC for establishment of tne Solar Power Project L. i | 3) The Aflinte of Dr: Reddy's shall issue a letter confimning that there, we 18 disputes, charge, pledge, Hea and/or any other encumbrance with respec the Prajes Site 2, proposed to be leased by the Ailinte of Dr. Reddy's to IVC for ‘establishment ofthe Solar Power Project 2, 55 Upon jnceperation ofthe JVC, aud before 22% January, 2016, Eamvee, De, Red's and We shall duly execute » ‘Deed of Adherence & Confirmation’ a a ‘Supplementary ‘pageemant’ to this Agreement, inthe form mid content acceptable to bath immvee aed D Raddy’, to confira thatthe JVC shall ebide by the terms and conditions ofthis presen irauding the tems 2nd coaiions scout oder the Ancilry Agrecments andthe 7 MW aaansne asf the JVC were a pasty to tls Agreement on and from the date af execution of this Agreemest. 46 The Shases held by De. Rey's end Emmvee shal ot fll below te percentages a8 se ont Chea 14 Nocothstanding anything contained herein, Dr, Reddy's and Eownves may, in Gee gcamstances expressly provided under this Agrecment, decrease their sexpestive ‘Hacchoing inthe TVC only air the achievement of Commersial Operation Date of bath the Solar Power Projects. Parties agree to ac, tizough thelr respective sbarcholdiug as Shareholders inthe JVC ane ih their respective nominee Directors et meetings of the Board of the IVC, 80 a8 @ a ofthe torms and concltions eet out in this Agreement. 38 39 4a Ad 43 ‘The Partios agree that their mtusl rights and obligations in this joint venture including ‘operation, contsol and managentent of the IVC shall be interpreted, acted upon and governed in accordance withthe terms and conditions of this Agrooment. Any inconsistency betweed the provisions of this Agreement, ani the Memorandum and ‘Articles shall be interpreted in such a manner as to give effect to all such docamentss provided, however, that in the event of an inconsistency between this Agreement, and the Memorandum and Articles, the provisions of this Agresment shall prevail as between the Parties and the Patties shall take such steps as may be reasonably neceseary to alter the ‘Memorandum and Antcles as soon as is practicable so as to eliminate such conflict or inconsistency, as per the Companies Act. CLAUSE 4 SECOND TRANCHE INVESTMENT BY THE PARTIES ‘The authorized, issued and paid-up share capital of the IVC, upon incorporation was Rs, 10,00,000/- (Rupees Ten Lak). On or bofare 8" February, 2016 and after folfiment ofthe requirements under Clause 3 above, the authorised share capital of the IVC shall be increased to Rs. 33,00,00,000/- (Rupees ‘Thirty Three Crores). Dr. Reddy's shall subscribe to en aggregate of 2,34,000 (Two Lalehs ‘Thirty Four Thousand) Shares (DRL Second Tranche Shares”) of Rs. 10/- (Rupoes Ten) «ech for casi at par for the agaregote issue price of Rs. 23.40,0000- (Rupees Twenty Three Laks Forty Thousaod) (DRL Second Tranche Amount’), and Emmwvee shall subscribe to an aggregate of 6,66,000 (Six Lakhe Sixty Six Thousand) Shares (“Emmvoe Second Tranche Shares”) of Rs. 10/- (Rupees Ten) each for casb at par forthe aggregate issue price of Rs. 66 60,000 (Rupees Sixty Six Laks Sixty Thousand) (‘Emnwvee Second Tranche Acsount”), such that the issued and paid yp Shore Capital of the JVC, upon such subscription is Rs, 1,00,00,000/- (Ruypees One Crore). Such second tranche subscription may be effected in part or fall as the Parties may mutually agres, For the sake of clarity, the subscription of DRL Second ‘Tranche Shares and Emmvee Second Tranche Shares by Dr. Reddy's and Emarves, respectively, as contemplated hereinabove, shall be fa addition tothe Shares already held by them in the JVC aid alto in addition Co the Shares fo be subscribed by each of them during Closing, ‘The total cost of the Solar Power Projects shall not exceed Rs. 100,00,00,000/- Rupees One Hundred Crores) in agzregate (“Project Cost"), In the event of any escalation to the said estimeted cost for establishment / opertion of the Solar Power Project/s for any reese ‘whatsoever, additional finding upto 10% (Tea Peroen!) of the total cost of Solar Power Projecu/s (by equity contribution) shall be arranged by the Parties in the sume proportion as their equity shareholding in the JVC, as of the date of such, additional finding, ‘Nocwithstanding, anything else contained in this Agreement, the Project Cost shall under no circumstances exceed Rs. 110,00,00,000/- (Rupees One Hundred and Ten Crores) in ‘eggregata, for both the Solar Power Projects, In the event ether of the Soler Power Project is not implemented by the IVC for any reason, thea the equity investment of the ramvee aud Dr, Reddy's, Debt or Project Cost will be appropriately reduced as per mutual agreement between the Parties, In the event the IVC sets up any additional solar power plants, the Project Cost shall be modified by the Parties on mutually acceptable terms agreed in writing. ‘The Parties ove egresd that although JVC is primarily responsible to repay the Debt, Dr. ‘Reddy's undertakes that it shall inter-alia be liable fo the Lenders for repaymat of the Debt, in the event the JVC ia unable to falfilt its Debt repayment obligations by reason of any default, negligence or misrepreseotation directly attributable to Dr. Reddy's (crits Adlets) In this regard, Dr. Reddy's (and its concemed Afilites) shall issue a "Letter of Undertaking” to the concerned Lenders, prior to sanction of the Debt by the Lenders. Similarly, Emazveo yindertakes that it shall infer-afia be linble to the Lenders for repayment of the Debt, in the event the JVC is unsbl to fill ite Debt repayment obligations by reson of 2ny dott, | ‘epligence or mistepresenttion dicey atibutale fo Emmvoe (or fs ‘Afliats), a this seers mves (and is concerned AfBiats) shall ise a “Letter of ‘Undertaking’ to the | Concemed Leaders, prior 10 sanction of the Debt by the Lenders, | 44 Preemptive Rights “ster the Effestve Dats, ifthe TVC issue any new Shares Gom tne tone, the IV sh AE thee new Shares foc subscription to Examvee and Dr. Reddy's, fa proper ‘carly i crprasticbleto thelr rexpesive shareholding percentages as of sus ate s0 08 Ot that a ei lding of Eevee anc Dr, Roddy shall at be lowe: than 74 + 26 of fhe issued i vinity share capital respecdvely. 1 is laid tat the JVC shall not sve ‘unpaid or partly paid Shares, a any tine, | 4.8 Shaves to Rank Pari Passo i “The Shares issued, subsribed and alleted to Dr. Reddy’ and Esmmvee i rank: pas bases pee nerpeca and be Henan with reference to allright and benefits inching Dat not Yrnted fo voting rights, dvideads, sock spit, bonus issuance an rights ‘ssuance CLAUSES CONDITIONS PRECEDENT TO CLOSING FOR THIRD TRANCHE INVESTMENT 5.1 Afterthe requirements under Clanse 3 and Clause 4 are fufiled, Emon and Dr. Reddy's Baar acguie the Shar ofthe JVC in the manner contemplated under Clause 6, on or before Tee yuan, 2016. The aid Shares shal be subseribed by the Pasties Gn por” whole), subject tee Ehlmeat of all the following conditions precedent by the Parties (‘Conditions Provedent"), unless mutually extended or waived by the Parties in writing: Bat: (tho requirensents under Clanse 3 and Clause 4 above shall have Bees fulfilled by both Parties; (i) De Resdy’s and 3VC shall register the eneosted 8 MWY Lease ‘Deed ‘with the jurisdictional ssub- registrars (Gi) the SVC shall ave sosuredin-tiniple cofiomation im wntng (9 satisfaction), to the | see a tat tbe Lenders shall finance the Slat Power Project 1 and Solar Power Project 2 and / ‘tur they shail dcburse the amounts sanctioned by thei fo the respective Projects to he | ING; Gi) INC stall comply withthe requirements of rights isue process Mt required under the Companies Act In this regard, the JVC shall isue a separate offe ts cach proposed Compas onomves and. Redd’), sting ov te crs ofthe offer, in.acconnns swith sar paales Ast Ds. Reddy's sod Eves shall iesue to the IVC dhe repent ; ane see etc to sch offer ete, s0 8 (0 give effect to ti issue and alone ‘of the sea Je Shares to Dr, Redy’s and Enmveo Closing Shares to Emmvec on the Closing Dates | fo) INC (trough Emmven, Tinmvoe and Dr: Redy’s sall procure recive statutory ricotta fo he commencement of te Projets apne @ eh of fem respectively. Patties shall on or before 30! May, 2016 lf all Conditions ith respect to each Project above, and eollestively sign & ‘compliance/confizmation letter (‘CP Confirmation Letter 1°) wherein: (a) each Party shall confirm the flfilment ofthe Coniltions Precedent (as applicable to such Party); (0) confirm that the Conditions Precedent have boen duly filfilled by the other Party (as an acceptance by each Party). The CP Completion Letter 1 shall also specify any waiver or deference of ‘compliance of eny Condition Precedent (fan). 53° Wid hereby claritied that aay waiver or acquiescence by the Parties of aly breach andlor non i fulfilment, of any of the provisions ofthis clause in tho CP Confirmation Letter | shall not be constnied as a waiver or acquiescence of any tight under, or arising out of this Agreement or of the subsequent breach, or acquiescence to ar recognition of righis other than as expressly stipulated inthis Agreement, 54° In the event of failure to fulfil the requirements under Clause 3 or Clause 4 shove or non completion of the Conditions Precedent, within the specific time periods contemplated herein, cor-within the extended time (ay mutually agreed by Partles in writing, if any) tis Agreement shall be terminated by the Parties without any libility to any of the Parties and Emeave shall ‘have the right to purchase all the Shares held by De. Reddy's in the JVC at par value, by seuding a written novioe in this regard to Dr. Reddy's and simaltancously the Ancillary i Agreements and 7 MW Lease Doed, tfexecuted, soll automatically termite, CLAUSE 6 CLOSING 6.1 Subject tothe terms and conditions set ont da this Agreement, fulflment of the Coneltions Precedent (stilted in Clause $ heres) and relying upon the Representations and Werrmntes, general and specific covenants of the respective Parties, Emovee and Dr. Red's hereby agree to subseribe to the Equity Shares en the Closing Date, inter of this ‘Clause 6, into part, being Part A Closing and Part-B Closing, 62 Actions On Closing Datels ‘Closing Events") Pata: (8) Past ~ A Closing shell occur within 15 (fifteen) business days from the date of issue of the CP Confirmation Letter 1 by the Parties, (unless smutially extended by the Parties). The date on which Closing shall oscur shsll comprise of 2 (two) couseeutive business days and occur within the aforesaid time period, and is hersinefRer referred to collectively as “Part ~ A Closing Date’, () Within 15 (Giteea) business days stom the CP Confirmation Letter 1: (a) Dr, Reddy's shall remit a gum of Rs. 4,42,00,000/- (Rupees Pour Crores Forty Two Lakls only) (DRL Part- 4. Closing Amount") for Part A Closing into the IVC Account; and (b) Emmvee shall remit a sum of Rs, 12.58,00,000/-. (Rupees ‘TWelve Crores Filty Bight ‘Lakhs only) (‘Emmvee Paris A Closing Amount") for Part A Closing into the IVC Account. The JVC shall erase the Banik to deliver: () to Emravee, an acknowledgement letter in writing, confirming the receipt of the Emmvee Closing Amount (for Part A Closing); and (i) to Dr. Reddy's, an acknowledgement letter in writing, confirming the receipt of the DRL Closing Amount (for Part A Closing). i i i t | i ' i Pursuant to the above, the following actions shall take plage as Closing Events on the Part A Ctosing Date, 63 The JVC shall upon receipt of: () DRL Part A Closing Amount, issue and allot 44, 20,00,000 orty Four Crores Twenty Lakhs) Equity Shares (‘DRL Part A Closing Shares") far Part Noring to Dr. Reddy's; and (@) Emravee Pait A Closing Amount, issue and allot 64 65 125 80,00,000 (One Hundred and Twenty Five Crores Eighty Lakh) Baxley Shots (CEmmveo Parte A Closing Shares”) for Past A Closing to Emmveci in terms specified dear toor and in compliance with the requirements provided under the Companies Ac, (On the Part A Closing Das pe [VC shall convene a Board Meeting end at such mecting resolve to: 5) issue od allt DRL Part~ A Closing Shares tor. Reddy's and uthorze ts far ‘eho the required endorsements on the share certificates relating fo the issued and to rie she und making requisite filings withthe RoC, to certify the said issue and aoteaat of DRL Part~ A Closing Shares fo Dr. Reddy's, and to reeard the mame of ‘De. Reddy's asthe holder of 26% ofthe Paid ¥aquity Shave Capital 5) esue ant allot Emuwvoe Past — A Closing Shares to Eminveo, and eutborzs stsens to make the requted endorsements on tho share certificates relating t0 tho sere sal allotted Shares end making requis flings with the RoC, to certify the ‘ery issue and allobment of Bmunvee Part ~ A Closing Shares to Eames, end fo sara the nate of Emvee as the holder of 7496 of the Peid-ep Equity Shere Capitals ii) Tale on cord the duly exeruted atl registred 8 MW Lease Deed, dy executed 7 TAY Pawee Deed, excouted PPAVs, executed EPC Conienct/s and excented O&M Contracts; Notater than 5 (ve) dayn Eom te Purt~ A Closing Date De. Reddy's Nowinet Director ant Meta onnes Directors shall exeeote "won distiosure and confidentiality contracts) Haeye, wharin batihe undertakes fo ot isclose oF use the confidential iormaton ofthe 3VC; [Ne itr than 5 (five) days fom the Pat ~ A Closing Date, tho IVC shall deliver the following, zs specified therein: '). daly tampes nd executed share certiontes resting to DRL Part—A Closing Shares to Dr, Reddy's: 1) daly sumped and oxscuted share canticates relating to Emmvee Past © Chosing Shares to Emmves; si) proof of Siting of relevant reums (2, Fann PAS-3 and Form MGT. 14 cr auch ote eepatitated forms) with the RoC, with respect to the issue and allotment of Shares io De nodes and Emnvee, respectively, and alletion of Articles of Assocation of the JVC, to Dr. Reddy's and Emmvess se) cern exacts of he Rete of Members ofthe TVG, searing the mse of omnes asthe holder of Emmvce Part ~ A Shares and the name of Dr. Reddy's as the holdet of Dr, Reddy's Par.~ A Shares, o Emravee and Dr Reddy’ ¥) certified extracts of the Register of Directors of she IVC, wherein the mage of Giomwer Nominee Directors and Dr, Reddy's Nominee Director are catered as Directors of the JVC, to Emmvee and Dr. Reikdy's; end vi) certified tue erat ofthe meeting of the Board and Shareholders ofthe IVC, eld in teams of this Clause 6, to Emmvee and Dr. Reday’s. 66 67 68 Part B: 69. 6.10 on 612 a3 ‘The JVC shall eoswre that all forms, reports and documents to be filed and / or delivered under this Clause 6 are in the prescribed format, are accurately completed and are accompanied by all the requisite supporting documents and annexures. ‘Constuinmation ofall Closing Events contemplated under this Clause 6, in the manner set out under this Agreement, and to the satisiaction of Haumvee and Dr. Reddy's, shall form part of Part ~ A Closing Events, Non-complction of any’ one Closing Event shall result in forthwith termination of this Agreement. ‘The Parties agree and undertake to take all measures and actions which may be required so as to ensure that all the Par A Closing Events contemplated under this Clause 6 exe completed ‘onthe Closing Date. Immediately upon completion of Pact A Closing and allotment of Shares to Dr, Reddy's end Eramvee respectively, in terms of Clause 63 to Clause 6.6 above, the IVC shall within 30 (Ghirty) days. from such Part— A Closing Date obtein through EPPPL, the conversion of the Project Site 2 fiom agrialturl use to noo-agriculturl industrial use as suitable for sting up the Solar Power Project 2. Thereatter, the Parties shall complete the registration of the 7 MW Lease Deed with the jurisdictional sub- registrar, within 5 (five) days fiom date of conversion of the Project Sit 2. Panwant to the registration of the 7 MW Lease Deed a aforessid, and subject to CP Confirmation Letter 1 above, the Parties shall on or before 154 Jane, 2016 (‘ParkB Closing Date’) full all Conditions Precedent set out in Clause 8.1 andthe obligations under Clause 46.9 with respect to Solar Power Project 2, and collectively sign # compliance/confication letter ((CP Confirmation Letter 2°) wherein: (2) each Prety shall confirm the falsiment of the Couditins Procedont and the obligations in terms of Clause 6.3 t0 6.9 (as applicable to such Party); () each Party shall confirm that the Conditions Precedent have been duly filled by tke other Party (as an accepiance by each Party). The CP Completion Letier 2 shall also spesify any waiver ce deference of compliance of amy Condition Precedent and the obligations in terms of Clause 63 to 6.9 (f ary). It is hereby clarified that any waiver or acauioscence by the Parties of any breach andlor non fulfilment, of eny of te provisions of this clause in the CP Confirmation Letier 2 shall not be ‘construed as a waiver or aoquiescence of my right under, or arising out of this Agreement ot Of the subsequent breach, or acquiescence to or recognition of rights other than as expressly stipulated in this Agreement. Immediately etter execution ofthe CP Completion Letter 2; (a) De. Reddy's shall remit a sum Cf Rs. 3,90,00,000)- (Rupees Three Croves Ninety Lakhs) being DRL Par-B Closing Amount into the JVC Account; and (t) Emmvee shall remit 2 sum of Rs. 11,01,00,000/. Rupees Eleven Crooss One Laid Only) being Emmvee Part-B Closing Amount for Part B Closing Ingo the JVC Account. Immediately upon receipt of the aforesaid Pari B Closing amounts froin Dr, Reddy's aud Emmvee (cumulatively being Rs. 15,00,00,000/- (Rupees Fifteen Crores Only), and refered to ax ‘Part-B Closing Amount’), the actions and procedures set out in Clause 6.3 to Classe 66 above shall be given effect by the Parties on the Part-B Closing Date, as if such provisions apply to the issue and subscription of Shares for the Part ~B Closing Amount, by Dr. Reddy's ‘and Emmvee. The issue of Shares to Dr. Reddy's and to Emmvee for the Part ~B Closing Amount shall be ia the satue proportion as was applicable to Part A Closing (being Dr. 614 Ousbsriptin by oth the Pastis tothe Part~A and Pert-B Shares on the Tees Closing 615 Daves (in teem of both Part A and Part B Closing), (being ‘DRL Chasing Shares? and Da easy Sharer) a8 specified in his Agrecmen, the sbareboiing pattern of the IVC would be as below: 2,44,20,000 Re | 24,42,00,000/- me De Reape [3 FER OOH | Rs. 8.59,00,0007- ing shall mena Prt A Clesing and Part B Closing together, a et ot in this Clause 6. 616 Tue IVC shall ensure shat all forms, reports and documents t0 be Bled aad / or delivered The IVE Setgane 6 ao in the preserbed foros, are accurately completed sl are Scuompanid by oll the requisite sepporting documents and ennexnres, 6.17 Coasuminition of al Closing Fvents (proved under Clause 63 10 6.) £3 Pat B Closing 2 12 ciara sbove, inthe manner set oxt vader this Agrecmeat aad he SST of cone a Rey's sball fom pat of Closing Event, tn th event Part B Closing ane mel win the agrotd ine periods (or reasons not wsiable to any deft Eyany Part), the Solar Power Project | shal without any delay, be given ee CLAUSE T CONDITIONS SUBSEQUENT Tamedlaely pon completion of Closing, Bmamves and Dr. Reds’ all vie ape rae ceca withthe SVC, approve the opening balance inthe balance sest and he financial statements ofthe JVC. ‘The Parties undertake to make further funding in the TVC in the matnes contemplated in the pos plan a8 approved by the Parcs under Clause 3.4 xhove,witboot any dee}: CLAUSE 8 ‘TRANSFER OF SHARES ‘Trwnsfor of Shares 1 Nowitistnting anything 10 the oowtary”conisoed elsewhere in this Asrons aoe ot canes, Fomnvce and Dr. Reddy's shall nt be ported to Tsai: 1 dane aia y tem in ether Eronves ore JVC tany Person (oer than an STAN) prior ae Eijeccmant of Commercial Operation Date of both the Solar Power Projects S:12 After the achievement ofthe Comercial Operation Date by the IVC (ol 6b the Solar 13. Cause 8.1. sal not be pliable othe Following Transit se Tepe of Shares Pac Projets) but subjct to Clause 8.4 herein, Dr. Rey's or Eramves shal no rectly ohvencaber or asin tex Shares or te egal or beneficial ownership Thess ih Giarangemans eling to such Shares Gechuing any fem of opsam, Were inl ny Sy meangerents releng to such Shares) or in-any oer way Transfex mich Shares,

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