Privileged and confidential

25 July 2025

POWER PURCHASE AGREEMENT

DATED --/07/2025

BY AND BETWEEN

[●]

(as Power Producer)

AND

[●]

(as Captive User)

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POWER PURCHASE AGREEMENT

This Power Purchase Agreement (“PPA”/“Agreement”), entered into on the [●] day of July
2025 (“Effective Date”), is executed at [●]:

BY AND BETWEEN

1. [●], a company incorporated under the Companies Act, [●], bearing Corporate Identity
Number (CIN) [●], having its registered office at [●] (hereinafter referred to as “Power
Producer” or “Company”, which expression shall unless repugnant to the context or
meaning thereof, be deemed to include its successors and permitted assigns) of the FIRST
PART;
AND

2. [●], a company incorporated under the Companies Act, [●], bearing Corporate Identity Nu
mber (CIN) [●] and having its registered office at [●] (hereinafter referred to as “Captive U
ser”, which expression shall, unless repugnant to the context or meaning thereof, include its
successors and permitted assigns), of the OTHER PART.

The Power Producer and the Captive User are hereinafter individually referred to as “Party”, and
collectively as the “Parties”.

WHEREAS:

(A) The Power Producer is engaged in the business of developing, building and managing solar
power assets all across India.

(B) The Captive User is engaged in the business of [●]. The Captive User is desirous of sourci
ng power through captive renewable energy sources, to meet its internal power requirement
s and has thus expressed its desire to source power from the Power Producer from the
Power Plant (defined hereinafter) in accordance with the terms of the Transaction
Documents (defined hereinafter).

(C) For the above purpose, the Power Producer is in the process of establishing, the Power Plan
t having 140 MW DC capacity at [●] (“Project Site”).

(D) The Captive User proposes to enter into this Agreement, to record the terms and conditions,
subject to and upon which, the Power Producer shall deliver and the Captive User shall rece
ive the power delivered by the Power Producer, from the aforesaid Power Plant to be establi
shed at the Project Site. The Parties are now desirous of recording the terms of their underst
anding in writing, in terms hereof.

NOW, THEREFORE, in consideration of mutual promises and benefits from the covenants herein
after set forth, the Power Producer and Captive User agree as follows:

1. DEFINITION/S AND INTERPRETATION

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1.1 In this Agreement, in addition to the terms and expressions defined elsewhere, the
following words and expressions shall, unless repugnant to the context or meaning thereof,
have the meaning hereinafter respectively assigned to them. Further, any capitalised terms
or expressions used but not defined in this Agreement, shall have the meaning ascribed to
them in the Shareholders’ Agreement or the Electricity Laws (as the context shall warrant):

‘Act’ or ‘Electricity Act’ means the Electricity Act, 2003, including any modifications,
amendments, replacement, re-enactments, rules, circulars, orders, notifications and
clarifications issued from time to time and shall include the rules and regulations made
thereunder from time to time;

‘Affected Party’ shall mean the Captive User and/or Power Producer, whose performance
has been affected by a Force Majeure Event.

‘Affiliate/s’ in relation to any specified Person, means any other Person which directly or
indirectly controls, is controlled by or is under common control with such entity.;

‘Agreement’ means this power purchase agreement executed by the Parties and as
amended in writing from time to time, in accordance with this Agreement, and shall include
all schedules, annexures and exhibits, if any, to this Agreement;

‘Applicable Laws’ means all applicable statues, enactments, laws, ordinances, byelaws,
rules, regulations, guidelines, notifications, notices and/or judgements, decrees, injunctions,
writs, or orders of any court, statutory or regulatory authority, tribunal, board, or stock
exchange in any jurisdiction as may be in force and effect as on the Effective Date, or
which may be promulgated or brought into force and effect after the Effective Date during
the subsistence of this Agreement as may be applicable to each of the Parties respectively;

‘Appropriate Commission’ means the Central Electricity Regulatory Commission

(“CERC”) referred to in sub-section (1) of Section 76 of the Act, or the relevant State
Electricity Regulatory Commission (“SERC”) referred to in Section 82 of the Act, or the
Joint Electricity Regulatory Commission referred to in Section 83 of the Act, as the case
may be;

‘Annual Guaranteed Energy’ means 90% (Ninety percent) of Contracted Energy of a

particular Tariff Year from the COD;

‘Assets’ means all the equipment, components, civil structures etc., installed by the Power
Producer at the Project Site for establishing and commissioning the Power Plant;

‘Captive Conditions’ means: (a) at least 26% (twenty six percent) of the proportion of the
equity share capital of the Power Producer related to the generating unit identified as a
‘Captive Generating Unit’ being held by the captive user(s); and (b) not less than 51% (fifty
one percent) of the aggregate electricity generated in such generating station, determined on
an annual basis, being consumed for captive purpose by the captive users, in proportion to
their share in the Equity Share Capital of the Power Producer and within a variation not
exceeding 10% (ten percent) as per Applicable Laws;

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‘Captive User Facility’ means the facilities/enterprises owned by the Captive User, located
at [●] where the Receiving Points are situated.

‘Change in Law’ for the purpose of this Agreement and the other Transaction Documents
shall mean the occurrence of any of the following events after the Effective Date:

(a) the enactment, bringing into effect, adoption, promulgation, amendment, modification
or repeal, of any Applicable Law, including change in the interpretation of any Appli-
cable Laws or provision thereof by a Governmental Authority whose interpretation is
binding in rem;
(b) change in any approvals or change in the terms and conditions of any approval, avail -
able or obtained for the matters contemplated hereunder, which results in any change
in any cost of or revenue from the business of generating and selling electricity by the
Power Producer under the terms of this Agreement or the imposition by any Govern-
mental Authority of any condition in connection with the issuance, renewal, modifica-
tion, revocation or non-renewal (other than for cause) of any consent;
(c) change in the rates of or imposition of any Taxes and duties by any Governmental Au-
thority on Project cost or supply of power by the Power Producer to the Captive User
as per the terms of this Agreement;
(d) any change in Electricity Laws relating to captive generating plants and/or Captive
Conditions.

‘Commercial Operations’ means the fulfilment of the following conditions: (i) the Power
Plant is mechanically and electrically complete; (ii) power generated is flowing to the
[intra-state/ inter-state] transmission system; and (iii) Open Access Approval has been
obtained;

‘Commercial Operation Date’/ COD’ means the date on which the Power Plant is ready
to commence Commercial Operations;

‘Companies Act’ means the Companies Act, 2013 and all rules prescribed thereunder, in
each case, as amended, modified, replaced or re-enacted from time to time;

‘Consents’ means any permit, permission, license, approval, authorisation, clearance,

waiver, no objection, or other authorisation of whatever nature and by whatever name
called, which is required to be granted by any Governmental Authority, creditors or any
Person under any Applicable Law(s) or contract in relation to the entry and performance of
Transaction Documents by the Parties;

‘Contracted Capacity’ shall have the meaning ascribed to it in Clause 5.1.1.

"Control" shall mean (i) the beneficial or legal ownership of more than 50% (Fifty Percent)
of the voting securities or voting power of such person; or
(ii) control over the majority of the composition of the board of directors of such Person; or
(iii) the right to direct or cause the direction of the management or policies or decisions of
such Person by virtue of the articles of association or other constitutional documents or a
contract or otherwise; exercisable by a Person or Persons acting individually or in concert,

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directly or indirectly. References to “Controller”, “is Controlled by” and “is under the
Control of” shall be construed accordingly;

‘Delivered Energy’ means the energy as injected at the Delivery Point, as measured by the
Meter at the Delivery Point and includes energy as more particularly set out in Clause 5.1.1
(Supply of Power);

‘Delivery Point’ means the physical interconnection of the Power Plant with the grid,
where the power generated from the Power Plant is transmitted into the 132 KV generation
substation of the intra-state transmission system.

‘DISCOM’ or ‘Distribution Licensee’ means the distribution licensee which has license/
jurisdiction to distribute power in the State or region wherein the Power Plant/ Captive User
Facility is situated;

‘Due Date’ means the 7 calendar days following the date of receipt of the Bill by the
Captive User;

‘Electricity Laws’ includes the Electricity Act, the Grid Code and any other Applicable
Law(s) pertaining to the development of the Project, generation and supply of electricity by
a captive generating plant to captive users (as defined under the Electricity Act), including
regulations framed or in-rem orders issued by the Appropriate Commission and applicable
solar policies for state of Rajasthan;

‘Encumbrance’ means any claim, charge, pledge, mortgage, lien, option, hypothecation,
equitable interest, title defect, usufruct, retention of title, right of pre-emption, right of first
refusal, or security interest of any kind or an agreement, arrangement or obligation to create
any of the foregoing (including, without limitation, title transfer and retention arrangements
having a similar effect) and the term “Encumber” shall be construed accordingly;

‘Energy Accounts’ shall mean the regional energy accounts/state energy accounts as
specified in the Electricity Laws;

‘Event of Default’ means either the Power Producer Event of Default or the Captive User
Event of Default, as the case may be;

‘Force Majeure Event’ means and includes any event or circumstance or combination of
events and circumstances including those stated below that wholly or partly prevent, or lead
to unavoidable delay for, the Affected Party in the performance of its obligations under this
Agreement, but only if and to the extent that such events or circumstances are not within the
reasonable control, directly or indirectly, of the Affected Party and could not have been
avoided if the Affected Party had taken reasonable care or complied with Prudent Industry
Practices:

(a) acts of God like famine, flood, drastic/ abnormal change(s) in climatic conditions, atm
ospheric disturbance, lightning, cyclone, storm, typhoon, tornado, earthquake, landslid
e, flood, tidal wave, soil erosion, subsidence, washout or epidemic, pandemic or other
similar cataclysmic event;

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(b) wars (whether declared or undeclared), invasion, fire, explosion, riot, civil commotion,
terrorism, sabotage, armed conflict, blockade, revolution, insurrection, acts of public e
nemies and/or civil disturbance;
(c) breakdown of transmission grid/ sub-station / transmission facilities of the State for rea
sons not attributable to either Party;
(d) nationalization or compulsory acquisition by any Governmental Authority of any mate
rial assets or rights of the Affected Party;
(e) curtailment/ suspension/ non-availability of interconnection point, evacuation
infrastructure, transmission grid or transmission capacity or any restriction imposed by
SLDC/ RLDC on scheduling of power supply by the Power Producer or Captive User
due to transmission, interconnection point with distribution system/ breakdown/ grid c
onstraints or any other reason;
(f) requirement by the Project State or any other Governmental Authority under any order/
direction to supply the power generated at the Power Plant exclusively to the grid for c
onsumption by the concerned DISCOM, notwithstanding the existence of this Agreem
ent;
(g) radioactive contamination or ionising radiation originating from a source in the Project
State or resulting from another Force Majeure Event mentioned above including circu
mstances where the source or cause of contamination or radiation is brought or has bee
n brought into or near the Power Plant;
(h) non-evacuation of power from the Power Plant due to technical problems in the grid or
a forced back down caused by the grid to which the Power Plant is connected;
(i) any restriction imposed by any Governmental Authority on supply of power under this
Agreement provided that such restrictions did not result from actions of the Parties or i
nability or failure to comply with Electricity Laws or any other condition or requireme
nts of such Governmental Authority;
(j) Breakdown/ malfunction of the Power Plant or critical equipment therein (not
attributable to negligence or lack of maintenance by the Power Producer);

‘Governmental Authority’ means national, regional, state, municipal or local government

authority, any instrumentality, subdivision, tax authority, statutory authority, government
department, ministry, secretariat, agency, commission, board, tribunal or court or any quasi-
governmental or private body exercising any regulatory, taxing, importing or other
governmental or quasi-governmental authority having or purporting to have, jurisdiction
over the relevant Party;

‘Grid Variable Tariff’ means the sum of all variable charges which would be payable by
the Captive User for the Captive User Facility as a part of their grid electricity bill received
from the relevant DISCOM if the Delivered Energy was procured from the DISCOM
instead of the Power Producer under this Agreement. Under this Agreement, only fixed
charges paid for electricity load will not be a part of the Grid Variable Tariff.

‘Grid Code’ means the relevant state grid code or Indian Electric Grid Code (IEGC) as
specified by the Appropriate Commission referred under Section 86(1)(h) of the Electricity
Act including amendments issued from time to time;

‘Intellectual Property’ means all current and future intellectual and industrial property
rights, including but not limited to patents, trademarks, service marks, copyrights, trade

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secrets, know-how, technical data, software (including source code and object code),
designs, inventions, methodologies, documentation, databases, and any other proprietary
information, whether registered or unregistered, and all applications or rights to apply for
the same. [JLP Comment: This definition to be included only if the clause 18.15
relating to IPR is incorporated.]

‘Invoice’ or ‘Bill’ means the bill to be raised by the Power Producer: (a) on a monthly
basis, for the monthly energy payment as a multiplier of Tariff and Delivered Energy for
the relevant completed month; and/or (b) for any amounts in arrears, or any Tariff
adjustments, or other amounts owed by the Captive User to the Power Producer in
accordance with the terms of this Agreement, or for any reconciliation to be made in the
monthly Invoice, in accordance with the terms of this Agreement;

‘kWh’ means kilowatt-hour, the energy generated by the system in any particular hour;

‘Lender(s)’ means banks, financial institutions, financial investors, multilateral bodies and
non-banking financial institutions or any other Person including their trustees and agents,
assignees, novatees and transferees providing to the Power Producer, Promoter and/or its
Affiliate(s), loans, debentures, guarantees, debt or quasi debt instruments, whether
convertible or not, equipment leasing financing and shall include any refinancing thereof,
for the Project or otherwise;

‘Meters’ means the meters installed at the Delivery Point, for calculating the Delivered
Energy from the Power Plant to the Delivery Point; and meters installed at the Receiving
Point by the Captive User, with respect to the power supplied in terms of this Agreement;

‘Net Tariff’ means the sum of Tariff and the Open Access Charges and Losses;

‘Open Access Approval’ means the open access approval (including long-term access/
medium term access/ general network access or short-term open access, as applicable)
obtained/to be obtained from the relevant Governmental Authorities, to transmit the
Contracted Energy from the Delivery Point to the Receiving Point under and in accordance
with the terms of this Agreement;

‘Other Captive Users’ means the ‘captive users’ other than the Captive User, who
consume electricity generated from the Power Plant and who have subscribed to the Equity
Shares of the Company, in compliance with the Captive Conditions;

‘Person’ means any individual, corporation, partnership, joint venture, association, joint
stock company, trust, trustee, limited liability company, body corporate, government, or any
other form of entity;

‘Power Plant’ or ‘Project’ means the photovoltaic solar power plant with a total installed
capacity of [●] agreed to be established and operated by the Power Producer at the Project
Site;

‘Project State’ means the State in which the Power Plant is located, i.e., Rajasthan State;

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‘Prudent Industry Practices’ means those practices and methods, that are commonly used
in India in prudent electrical engineering and operations to operate solar generation
equipment with safety, reliability and efficiency;

‘Receiving Point’ means the metering point at the Captive User Facility (being [●] KV) in
[●] State;

‘Scheduled COD’ has the meaning ascribed to such term in Clause 2.1.1 (Scope and Term)
below and shall include any extensions thereto pursuant to the terms of this Agreement;

‘Shareholders’ Agreement’ means the share subscription and shareholders’ agreement

executed/ to be executed between the Power Producer, Promoter (as defined under the
shareholders’ agreement) and the Captive User, governing the subscription of Equity
Shares by the Captive User and the rights of the Captive User, as a shareholder of the
Power Producer;

‘Surrender Charges’ means applicable charges levied by the DISCOM/ Governmental

Authority as per Applicable Laws for early relinquishment of open access rights granted
under the Open Access Approvals;

‘Tariff’ means the per Unit tariff payable by the Captive User to the Power Producer for
the Delivered Energy, exclusive of Taxes for the Term of the Agreement, as set out in
Clause 5.2 (Applicable Tariff) of this Agreement;

‘Tariff Year’ means each year of operation during the Term of the Agreement,
commencing from the COD, wherein the 1 st year of operation shall be for the period
commencing from the COD and expiring on the completion of 12 (twelve) months;

‘Taxes’ (a) any and all taxes, duties, charges, surcharges, cess, rebates, levy, impositions
and similar liabilities, including goods and services tax, excise, property, value added, sales,
use, occupation, transfer, franchise, payroll taxes, anti-dumping or countervailing duties
and any payment which the relevant Person may be or become bound to make to any
Person as a result of the discharge by that Person of any tax which the relevant Person has
failed to discharge; and (b) all charges, interest, penalties, cess, surcharges and fines
incidental or relating to any tax falling within (a) above or which arise as a result of the
failure to pay any tax on the due date or to comply with any obligation relating to tax;

‘Transaction Documents’ means this Agreement, Shareholders’ Agreement and any other
documents executed pursuant to this Agreement in connection with the matters specified
herein;

‘Unit’ means [--] of energy.

1.2 Interpretation
In this Agreement unless the context otherwise requires:
(a) Reference to the singular includes reference to the plural and vice versa;
(b) Reference to any gender includes a reference to all genders;

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(c) The expressions “hereof”, “herein” and similar expressions shall be construed as
references to this Agreement as a whole and not limited to the particular clause or
provision in which the relevant expression appears;
(d) Any reference to any agreement or document (including a reference to this Agreement
or the other Transaction Documents) shall be construed as a reference to such
agreement or document as the same may have been amended, varied, supplemented or
novated in writing at the relevant time in accordance with the requirements of such
agreement or document and if applicable, of this Agreement with respect to
amendments;
(e) Reference to any legislation or law or to any provision thereof shall include references
to any such law as it may, after the date hereof, from time to time, be amended,
supplemented or re-enacted and any reference to a statutory provision shall include any
subordinate legislation made from time to time under that provision;
(f) References to recitals, sections, clauses, paragraphs and schedules are references
respectively to recitals, sections, clauses, paragraphs of and schedules to this
Agreement; and
(g) The schedules, exhibits and annexures to this Agreement form an integral part of this
Agreement.
(h) Headings and captions are used for convenience only and shall not affect the
interpretation of this Agreement;
(i) Reference to any Party shall include the respective legal heirs or permitted assigns of
such Party, unless otherwise repugnant to the context;
(j) Time is of the essence in the performance of the Parties’ respective obligations; if any
time period specified herein is extended, such extended time shall also be of the
essence;
(k) Different parts of this Agreement are to be taken as mutually explanatory and
supplementary to each other and if there is any inconsistency between or among the
parts of this Agreement, they shall be interpreted in a harmonious manner so as to give
effect to each part;
(l) Whenever provision is made for the giving of notice, approval or consent by either
Party, under this Agreement, unless otherwise specified such notice, approval or
consent shall be in writing and the words ‘notify’, ‘approved’ and ‘consent’ shall be
construed accordingly.

2. SCOPE AND COMMERCIAL OPERATIONS DATE

2.1. The Power Producer shall endeavor to achieve Commercial Operations within 7 (Seven)
months from the Effective Date (“Scheduled COD”).

2.2. Subject to Clause 2.1 above, if the Commercial Operation is not achieved on or before the
Scheduled COD for reasons solely attributable to the Power Producer, the Power Producer s
hall intimate the Captive User of such delay and with effect from the date of such intimatio
n, the Power Producer shall be entitled to a 60 (Sixty) days grace period to achieve the
Commercial Operations (“Grace Period”).

2.3. The first 60 (Sixty) days after the date of achieving Commercial Operations would be consi
dered as the stabilization period for the Project to operate at full load. The Annual Guarante

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ed Energy shall be supplied upon completion of 60 (Sixty) days period or stabilization of Po

wer Plant, whichever is earlier.

2.4. Provided that upon occurrence of: (i) a Force Majeure Event; (ii) a Change in Law event;
(iii) an act or omission not solely attributable to the Power Producer, which causes a delay
in proposed timeline of achievement of Commercial Operations of the Power Plant; and/or
(iv) Captive User Event of Default under this Agreement, the Scheduled COD shall stand e
xtended on a day-to-day basis to the extent notified by the Power Producer without any furt
her consent, or action of the Captive User.

2.5. The Captive User agrees that it would complete all its obligations to qualify as a Captive Us
er and receive power at the Captive User Facility by the Scheduled COD. In case of any del
ay in readiness of the Captive User to receive power from the Power Plant at the Captive Us
er Facility on and from the Scheduled COD, without prejudice to the other rights of the Pow
er Producer under the Transaction Documents, the Captive User would pay: [JLP
Comment: Obligations to qualify as a captive user to be specified or cross referenced
if already specified.]

Tariff x Contracted Energy [JLP COMMENT: NOT A DEFINED TERM. SHOULD

BE DEFINED] for the first Tariff Year/ 365 x number of days till Captive User Facility is r
eady to receive the Delivered Energy.

2.6. The Power Producer shall make best efforts to fulfill the following obligations for
achievement of Commercial Operations by the Scheduled COD (including any extensions
granted pursuant to the terms of this Agreement):

(a) Establish and install the Power Plant for the Contracted Capacity;

(b) Ensure availability of the infrastructure needed for supply of generated power from
the Power Plant to the Delivery Point;

(c) Obtain the necessary Consents for establishment of the Power Plant and generation
of power from such Power Plant;

(d) Obtain Open Access Approval in the name of or on behalf of the Captive User, for
start of power flow from the Power Plant, subject to requisite documentation being
provided by the Captive User at the cost of Captive User.

2.7. The Captive User shall provide all necessary support to the Power Producer to procure
necessary Consents, to the extent required/ necessary in its status as the Captive User of the
Power Plant. The Captive User shall fulfill the following obligations within a reasonable
time before the Scheduled COD to ensure achievement of Commercial Operations by the
Scheduled COD:

(a) Installation of the necessary Meters and ancillary equipment at the Captive User
Facility, as required by the DISCOM, at its own cost.

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(b) Submission of required documents from time to time for achieving the COD
including its constitutional documents which are duly certified by its company
secretary/ director/ authorized representative.

(c) Submission of bank guarantees/ security deposits, etc. as prescribed by the nodal/
statutory agencies from time to time for obtaining/ maintaining the necessary
Consents for the transmission, wheeling and banking of Contracted Energy to the
Captive User Facility.

(d) Fulfill its obligations under Clause 4 (Compliance with Captive Conditions) and
Clause 8 (Payment Security) respectively.

2.8. The Captive User acknowledges and agrees that the Power Producer may at its sole
discretion install and commission the Battery Energy Storage System (“BESS”), at any time
during the Term of this Agreement, for the supply of the Contracted Energy to the Captive
User. In the event the Power Producer obtains any subsidies / benefits from any
Governmental Authority, they shall not be obliged to pass on the benefit to the Captive
Consumer.

3. TERM OF AGREEMENT

3.1. This Agreement shall become effective on and from the Effective Date and shall be valid
for a period of 25 (twenty-five) years from the COD, unless terminated earlier subject to
Lock-in Period, pursuant to Clause 15 (Events of Default and Termination) (“Term”). [JLP
Comment: Even though typically PPA’s are long term, and while it provides revenue
certainty, it also locks the power producer with the same price for over two decades
without a scope for revised higher prices as per market conditions. Here revenue
certainty and fixed pricing need to be weighed against each other to check what is
more beneficial. A shorter duration of 12 to 15 years could be considered if there is a
potential for higher prices.]

3.2. The Parties may, 6 (six) months prior to the expiry of the Term, extend the Term for such
additional period and on such terms and conditions as the Parties may mutually agree in
writing.

4. COMPLIANCE WITH CAPTIVE CONDITIONS

4.1. The Captive User shall contribute the Captive User Subscription Amount towards Equity S
hare Capital of the Power Producer, in accordance with the terms of the Shareholders’ Agre
ement. [JLP COMMENT: CONSIDER SPECIFYING TIMELINE FOR
EXECUTIOLN OF THE SHA]

4.2. The Captive User shall ensure that it complies with the Captive Conditions by fulfilling its
obligations as per this Agreement and the other Transaction Documents.

4.3. The Captive User acknowledges that the Power Producer may also enter into shareholders’
agreements and power purchase agreements with Other Captive Users to qualify the Power
Plant as a group captive generating plant in compliance with Captive Conditions.

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5. SUPPLY OF THE POWER AND OBLIGATIONS OF PARTIES

5.1. Sale and Purchase of Power

5.1.1. On and from the commencement of the Commercial Operations of the Power Plant,
(i) the Power Producer agrees to supply to the Captive User, [●] kWh of energy
calculated at the Delivery Point in the first Tariff Year, subject to an annual
irradiation of [●] kWh/ sq. meter / annum and an annual degradation of 0.7 %
(“Degradation Factor”) from second Tariff Year onwards (“Contracted
Capacity/ Contracted Energy”); and (ii) the Captive User undertakes to purchase
100% (one hundred percent) of the Delivered Energy at the Tariff set out in Clause
5.2 (Applicable Tariff). For the purpose of this Agreement, Delivered Energy shall
include energy banked as per the Electricity Laws and energy that is generated but
not consumed / lapsed due to non-consumption or any other reasons attributable to
the Captive User, subject to the terms of this Agreement.
5.1.2. The electricity supplied from the Power Plant year wise considering the
Degradation Factor is mentioned in Annexure D.

5.2. Applicable Tariff

5.2.1. The Tariff payable under this Agreement for the Delivered Energy shall be INR [●]
([●]) per Unit (‘Tariff’) which shall be exclusive of applicable Taxes, if any. The
Taxes shall be borne by the Captive User. Any supply of energy to the Captive User
above 100% (one hundred percent) of the Contracted Energy, shall be charged at
the Tariff. It is hereby clarified that the Captive User shall be liable for the payment
of Tariff for energy delivered as reflected in the Bill, notwithstanding that such
energy has not been consumed by/ offtaken by the Captive User. Notwithstanding
the aforesaid, the tariff for the energy supplied through BESS shall be mutually
discussed and agreed between the Parties in writing.

5.2.2. The risk and liability of the Delivered Energy shall be transferred to the Captive
User at the Delivery Point and the Captive User shall be responsible for payment of
all Delivered Energy. All charges and losses under Applicable Laws whether
existing on the Execution Date or made applicable in the future for wheeling and
transmission of power by the Power Producer including but not limited to
transmission losses, transmission charges, wheeling losses, wheeling charges,
banking charges, electricity duty, tax on sale, operating charges, grid support
charges, additional surcharge, cross subsidy surcharge and any other statutory/
regulatory charges for wheeling of power and open access payable pursuant to any
Applicable Law or directives of Governmental Authority (‘Open Access Charges
& Losses’) shall be borne by the Captive User. Further, the Captive User shall
ensure that the Open Access Charges & Losses with respect to the energy supplied
directly from the Power Plant are paid directly to the concerned Governmental
Authority. In the event the Open Access Charges & Losses with respect to the
energy supplied directly from the Power Plant are paid by the Power Producer, the
Captive User shall reimburse the Power Producer for all such amounts due, within
the Due Date upon receipt of a Bill in relation to the same.

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5.2.3. Further, in the event the energy is supplied by the Power Producer from the BESS
installed by the Power Producer, the Captive User shall pay the Open Access
Charges & Losses to the Power Producer for a period of 7 (seven) years from the
date of Commercial Operations. Upon completion of the 7 (seven) years, Open
Access Charges & Losses shall be paid by the Captive User directly to the
concerned Governmental Authority.

5.3. Power Producer’s Obligations with Respect to Power Supply

The Power Producer agrees to:

(a) co-ordinate with SLDC/DISCOM for arranging the power settlement and arranging
the credit of the Delivered Energy in the monthly DISCOM bills of the Captive
User, or in the manner as permitted under Applicable Law;

(b) arrange for necessary agreements with the DISCOM for wheeling and banking (if
applicable) of power in accordance with the Electricity Laws, subject to costs for
the same being paid by the Captive User to the relevant Governmental Authority/
being reimbursed (within 7 (seven) days) to the Power Producer by the Captive
User where such costs are paid by the Power Producer;

(c) to the extent reasonably practicable, intimate the Captive User of relevant events
which impact the supply of power under this Agreement;

(d) In the event the Power Producer is unable to supply the Annual Guaranteed
Energy to the Captive User for reasons solely attributable to the Power Producer
then the Power Producer shall be liable to pay the Captive User an amount
equivalent to:

Differential Tariff x (Annual Delivered Energy - Annual Guaranteed Energy

for the Tariff Year).

where, Differential Tariff = Grid Variable Tariff – [total cost of power under
this Agreement (i.e. Tariff + Open Access Charges and Loss) in INR/kWh],
(subject to the Differential Tariff being maximum of INR 2/ kWh).

5.4. Captive User’s Obligations with Respect to Power Consumption

The Captive User agrees and undertakes to:

(a) enter into necessary arrangements/ agreements with the DISCOM for the purpose
of this Agreement including but not limited to submission of bank guarantees/
security deposits, etc. as prescribed by the nodal/ statutory agencies from time to
time for obtaining/ maintaining the necessary Consents for the transmission,
wheeling and banking of Contracted Energy to the Captive User Facility;

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(b) receive/off-take all the Delivered Energy and in case of failure to offtake the
Delivered Energy, pay for the energy delivered/ scheduled for delivery, at the
Tariff which has been provided under Clause 5.2 (Applicable Tariff) above;

(c) pay Bills in accordance with this Agreement to the designated accounts as specified
by the Power Producer (including any reimbursement obligations accruing pursuant
to the terms of this Agreement);

(d) provide necessary documentary support, consents and acknowledgments in relation

to the trust and retention accounts or other bank accounts of the Power Producer as
required by the Lenders, other acknowledgements and consents, letters in the
format as required by the Power Producer and KYC checks as may be requested by
the Lenders, in order for Power Producer to comply with its obligations under
various financing arrangements with the Lenders;

(e) give the power from the Power Plant exclusive and first priority for consumption at
the Captive User Facility;

(f) provide audited annual financial statements of the Captive User to the Power
Producer on an annual basis;

(g) provide DISCOM electricity bills to the Power Producer on a monthly basis as per
Clause 7.1.2.

5.5. Notwithstanding anything contained in this Agreement, the Captive User shall receive/off-t
ake all the Delivered Energy, irrespective of any variation in the Net Tariff due to any
reason whatsoever. [JLP Comment: This clause can be expanded beyond the lock-in
period as well.]

6. METERING AND ENERGY SCHEDULING AND ACCOUNTING

6.1. Meters

6.1.1. The Power Producer and the Captive User agree to install and maintain the Meters
and all associated equipment in the metering system at the Delivery Point and
Receiving Point respectively, so as to record both; (i) energy supplied at the
Delivery Point; and (ii) energy received at the Receiving Point. The Captive User
shall ensure that the Meters at the Receiving Point shall meet the requirements of
relevant Grid Code and the Electricity Laws, including the Central Electricity
Authority (Installation and Operation of Meters) Regulations, 2006 for installation,
meter testing, meter calibration and meter reading and all matters incidental thereto.

The Captive User shall each maintain in respect of the Power Plant:

(a) all Meter records;

(b) all data collected for the purpose of this Clause in accordance with
Electricity Laws;

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(c) records of the monthly generation; and

(d) any other records in relation to the Delivered Energy.

6.2. Scheduling

The supply and scheduling of power shall be in accordance with the Electricity Laws. The
scheduling and dispatch of power shall be coordinated by the Power Producer with the
concerned SLDC as per the relevant Electricity Laws, for which the Captive User shall
provide the required support.

6.3. Energy Accounting

It is agreed between the Parties that the measurement, accounting and settlement of
Delivered Energy shall be in accordance with the prevalent regulations and procedure issue
d by the concerned SERC / as adopted by Distribution Licensee / SLDC, as the case may
be. Delivered Energy by the Power Producer during the month shall be based on the Energy
Accounts as issued by the concerned Distribution Licensee / SLDC, as applicable from time
to time, and shall form the basis of the final settlement.

7. BILLING AND PAYMENT

7.1. General

7.1.1. The Power Producer shall prepare and issue its Bill for Delivered Energy based on
the Energy Accounts and/or settlement by the Captive User’s DISCOM, grossed up
for applicable Open Access Charges and Losses. If the settlement from the
DISCOM is delayed beyond 15 (fifteen) days from the end of the relevant month,
the Power Producer may issue a provisional invoice based on Energy Accounts,
which shall be binding unless revised upon final reconciliation..

7.1.2. The Captive User shall provide the DISCOM monthly bills to the Power Producer
no later than 5 (five) days from the date of receipt of the same from the DISCOM.
In the event the Captive User fails to provide the DISCOM monthly bills to the
Power Producer within 5 (five) days of receipt of the same from the DISCOM, the
Invoice shall be raised by the Power Producer (after reconciliation with the Energy
Accounts for the number of units delivered) and shall be considered as final. Delay
or failure to provide DISCOM bills shall not be a ground to withhold or defer
payment.

7.1.3. The Captive User shall be required to pay the Power Producer, the amount payable
as mentioned in the Bill promptly upon the Bill being issued by the Power
Producer, and in any case, within the Due Date.

7.2. Delivery of Bills

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The Power Producer shall issue the Bill by email to the address as specified in Clause 18.7
(Notices). Due receipt of the Bill under this Clause 7.2 shall have the same meaning as
given for receipt of notices under Clause 18.7 (Notices) below.

7.3. Late Payment Surcharge

In the event of delay in payment of a Bill by the Captive User beyond its Due Date, a late
payment surcharge shall be payable to Power Producer at the rate of 18% per annum on the
outstanding amount calculated on a day to day basis (“Late Payment Surcharge”). The
Late Payment Surcharge shall be claimed by Power Producer through a supplementary Bill

7.4. Suspension of supply

The Power Producer shall have the right, at its sole discretion and without incurring any
liability, to suspend the supply of energy or restrict delivery under this Agreement until all
outstanding dues, along with applicable interest, are fully paid.

8. PAYMENT SECURITY

8.1. The Captive User shall provide to Power Producer, as performance security for the obligati
ons under this Agreement (including in respect of payment of its Bills), a Bank Guarantee
(defined below) from a scheduled commercial bank and in a form, as acceptable to the Pow
er Producer. An indicative format of the same is provided in Annexure C.

8.2. The Captive User shall, at its own cost, provide to the Power Producer on the Scheduled
Commercial Operations Date, for an amount equivalent to the monthly Tariff payments for
a duration of 6 (six) months, based on annual Contracted Energy for the relevant Tariff
Year, as security in the form of irrevocable, absolute, valid and subsisting revolving bank
guarantee (“Bank Guarantee”). In the event of delay in payments by the Captive User
towards any Bill beyond the Due Date, the Power Producer shall, without prejudice to its
other rights and remedies regarding other outstanding dues payable by the Captive User,
have the right to invoke the Bank Guarantee and recover such payments from the Bank
Guarantee. This Bank Guarantee shall be renewed annually and remain valid till the time
this Agreement is valid and all costs and/or expenses required for providing the Bank
Guarantee and maintenance of the same during the Term, shall be borne solely by the
Captive User.

8.3. The Bank Guarantee shall be renewed/ replaced/ replenished by the Captive User annually
at least 30 (thirty) days prior to its expiry. In the event of invocation of the Bank Guarantee
by the Power Producer, the Bank Guarantee shall be renewed/ replaced/ replenished by the
Captive User within 7 (seven) days of its invocation to the extent it is invoked to maintain
the required amount. It is hereby clarified that the Bank Guarantee shall be returned to the
Captive User by the Power Producer at the end of the Term or earlier termination of PPA as
applicable in accordance with the terms laid down in this Agreement.

9. CHANGE IN LAW

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9.1. Upon occurrence of any other ‘Change in Law’ event specified in this Agreement, relief can
be claimed in the following manner:

(a) Power Producer shall issue a notice to the Captive User as soon as reasonably
practicable after it becomes aware of the Change in Law event, but not later than 6
(six) months after the date of occurrence/ notification of such Change in Law event.

(b) A Change in Law notice issued by Power Producer must inter alia contain:
(i) details of the applicable Change in Law;
(ii) the estimated impact on Project cost and/or applicable timelines provided in this
Agreement of such applicable Change in Law;
(iii) the estimated adjustments to the Tariff (“Tariff Adjustment”) (if applicable) or
additional amounts payable by the Captive User; and
(iv) all documents/ information and calculations in support of such Change in Law
claim.

9.2. Tariff Adjustment Payment on account of Change in Law

Upon completion of 30 (thirty) days from the date of providing the Change in Law notice,
as mentioned in Clause 9.1 above, the Power Producer shall issue an Invoice for the amount
as per the Change in Law notice as specified in Clause 9.1 (Change in Law) above. The
Captive User shall make payment of such Invoice within 5 (five) days thereof and all subse
quent Invoices shall also be raised basis the adjusted Tariff and the Change in Law notice.

9.3. In case of any Change in Law resulting in limitation to the consumption of the Contracted C
apacity/ Contracted Energy (including change in banking permissions and/or permitted ope
n access capacity), the Captive User shall first endeavour to consume the Contracted Capaci
ty/ Contracted Energy exclusively and as a first priority at the Captive User Facility or any
other facility owned by the Captive User. If the Contracted Capacity/ Contracted Energy is r
equired to be reduced due to the Change in Law, Power Producer shall endeavour to find an
alternative captive user for such capacity being reduced; however, it shall be the liability of
the Captive User to pay for the Delivered Energy generated against the Contracted Capacity
till the Power Producer finalises an alternative captive user and the same is agreed by the
relevant Governmental Authority.

9.4. If the Change in Law impacts the Tariff agreed under this Agreement which results in the
DISCOM rate becoming lower than the Tariff and the Captive User intends to exit this
arrangement, then the Captive User shall be obliged to pay for the Contracted Capacity till t
he Power Producer finalises an alternative captive user and the same is agreed by the releva
nt Governmental Authority. The Captive User shall also bear the applicable additional char
ges or penalties, including without limitation, any revenue loss, cross subsidy charges, whee
ling charges, Open Access Charges & Losses, banking charges, reactive energy charge, grid
support charges, back-up charges, unscheduled interchange charges or reimburse such costs
or charges incurred by the Power Producer on this account.

9.5. In the event the Power Plant ceases to be ‘captive generating plant’ owing to non-complianc
e with the Captive Conditions (including any Electricity Laws relating to the Captive Condi
tions) by the Captive User, the Captive User shall, in addition to the requirement under

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Clause 9.3, without any recourse to the Power Producer, bear the applicable additional char
ges or penalties, including without limitation, any revenue loss, cross subsidy charges, whee
ling charges, Open Access Charges & Losses, banking charges, reactive energy charge, grid
support charges, back-up charges, unscheduled interchange charges, as may be imposed by
the DISCOM on a third party sale, or reimburse such costs or charges incurred by the Powe
r Producer on this account.

9.6. Change in Law shall not include: (a) any tax on corporate income; (b) any change in any wi
thholding Tax on income or dividends distributed to the Shareholders of the Power Produce
r; and (c) any change in Open Access Charges & Losses.

10. ASSIGNMENT

10.1. Assignment

10.1.1. Notwithstanding anything contained herein, the Parties agree and confirm that the
Power Producer has the right to assign all or any of its rights, title, interest and/or
obligations under this Agreement (including rights, title or interest over any assets
forming part of the Power Plant) to any Affiliate, third party, Lender or other
financing party that may advance financing facilities for the Project or otherwise,
without the prior consent of the Captive User.

10.1.2. In the event of an assignment by the Power Producer in accordance with the terms
of this Agreement, the Captive User agrees to make the payments due to the Power
Producer under this Agreement, directly to the assignee, upon receipt of such notice
by the Power Producer.

10.1.3. Captive User may assign its rights under this Agreement, with prior written consent
of the Power Producer, to an Affiliate or any successor in interest to Captive User
or any other third party, whether by way of merger, reorganization or sale of assets
(including any sale of a line of business), provided such Affiliate of or successor in
interest to the Captive User or other third party has a credit rating equal to or
greater than the existing Captive User and is not lower than the investment grade.

10.2. Step in Rights (For Lenders)

10.2.1. The Power Producer has intimated the Captive User and the Captive User
acknowledges that the Power Producer and/or its Affiliates may arrange funds for
undertaking its obligations under this Agreement from various sources including,
but not limited to funding arrangements with Lenders at any time during the term of
this Agreement. The Captive User further understands that in the event the Power
Producer breaches any provisions of such financing agreements with its Lenders,
the Lenders shall be entitled to exercise their rights vis-a-vis the Power Producer
under the financing agreements including those as enumerated below in Clauses
10.2.2 to 10.2.5.

10.2.2. In case of occurrence of an event of default (howsoever described) under the

financing agreements with the Lenders, Lenders shall, with a prior notice to the

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Captive User, have the right to substitute the Power Producer as the Party under this
Agreement, along with all associated rights and obligations, either themselves
directly or through their agents, trustees, nominees or selectees for the residual
period of this Agreement.

10.2.3. Lenders may seek to exercise the right of substitution through an amendment or
novation of this Agreement and the Captive User hereby agrees and covenants to
promptly execute all such deeds and agreements and do all such acts or things as
may be necessary or required in the opinion of the Lenders for the purpose of
achieving this substitution; provided, however, that the Captive User’s rights and
obligations under this Agreement are not affected adversely.

10.2.4. For the avoidance of doubt, it is clarified that if any Person to whom the Power
Producer assigns, novates or transfers the Power Plant or its rights/ obligations
under this Agreement, subsequently transfers such rights/ obligations back to the
Power Producer or if such assignment, novation, or transfer fails to take effect or is
rendered inoperative or unenforceable in Applicable Law, then it shall be deemed
that the Power Producer shall continue to exercise its rights and obligations under
this Agreement and shall continue as a Party.

10.2.5. The terms and provisions of this Agreement and the respective rights and
obligations hereunder of each Party, shall be binding upon and inure to the benefit
of, the Parties and their permitted assigns.

10.3. Assignment Agreement and other documents

Upon an assignment by the Power Producer in accordance with Clause 10.1.1 above, or an
assignment by the Captive User in accordance with Clause 10.1.3 above and subject to the
execution of an agreement in the form annexed hereto as Annexure B (Assignment
Agreement), the assignee shall automatically and without any further action be entitled to
all the same rights and assume the same obligations of the Power Producer or the Captive
User under this Agreement (as applicable), as if it were originally a party to this Agreement.
Further, the Captive User hereby agrees and undertakes that, promptly upon receiving a
request for such assignment/ notice of such assignment (as the case may be) from the Power
Producer pursuant to 10.1.1, the Captive User shall execute such further writings, deeds
and/or agreements and take all such further actions as may be necessary for effecting or
implementing the assignment of any or all of the Power Producer’s rights and obligations
under this Agreement to the new party.

11. OWNERSHIP AND TITLE TO POWER PLANT AND OTHER PROPERTY RIGHTS

11.1. The Power Producer (and/or its Affiliates) shall at all times, subject to provisions of the
Clause 10 (Assignment) above and Clause 11.4 below, be the absolute, legal and beneficial
owner of the Power Plant along with all alterations, additions or improvements made
thereto by Power Producer (and/or its Affiliates) and the Power Plant shall remain the
property of Power Producer (and/or its Affiliates).

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11.2. The Power Producer (and/or its Affiliates) shall be entitled to install/ remove any fixtures/
fittings/ equipment in connection with/ relating to the Power Plant, at any time and exercise
all rights of ownership.

11.3. Subject to receipt of payments by the Power Producer in accordance with Clause 7, the
Captive User shall be the owners of any applicable environmental attributes (including
without limitation, carbon credits, emission reduction credits and offsets or other
environment protection related incentives/ benefits) of the Contracted Capacity. Further, the
Captive User shall be entitled to transfer/assign such environmental attributes to any person.

11.4. Captive User acknowledges and agrees that Power Producer may be required to and shall be
entitled to, without prior consent of the Captive User, grant or cause to be granted to a
Lender or any other third party, a security interest or an Encumbrance, in the Power Plant,
its ownership/ leasehold/ license rights over the land forming part of the Project Site, the
Assets, and the receivables and/or its other benefits arising from this Agreement and the
Captive User, or anyone claiming by, through, or under him, acknowledges the rights of the
Lenders or such third party and expressly disclaims and waives off any rights it may have in
the Power Plant, at any time pursuant to this Agreement, in law or in equity. The Captive
User acknowledges and agrees that any exercise by the Lender or any other third party of
the rights granted over the Power Plant, Project Site, Assets or receivables, as specified
above, may lead to enforcement actions, including the removal of the Assets from the
Project Site or removal of ownership, leasehold, license rights of the Power Producer over
the land forming part of the Project Site, the Assets and the receivables and/or its other
benefits arising from this Agreement.

12. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other Party that:

(a) it has been duly incorporated and organized and is validly existing under Applicable
Laws of India;

(b) the execution and delivery of this Agreement and the other Transaction Documents (to
which it is a party) and the performance of such Party’s obligations hereunder have
been duly authorized by all necessary corporate actions;

(c) it has the right, power, and authority to enter into, deliver and perform this Agreement
and the other Transaction Documents (to which it is a party) and all other documents
and instruments required to be executed pursuant thereto or in connection therewith,
and such documents, when executed, will constitute valid and binding obligations and
be enforceable against it;

(d) it has not received any written notice of any action or investigation or other
proceedings of any nature whatsoever, by any Governmental Authority or any other
Person which would restrain, prohibit, or otherwise challenge or impede the
consummation of the Transaction contemplated under the Transaction Documents (to
which it is party);

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(e) the execution, delivery and the performance by such Party of the Transaction
Documents that they are party to will not (as applicable) breach or constitute a default
under their constitutional documents, or result in a breach of, or constitute a default
under, any agreement to which such Party is a party, or by which it is bound or give
any third party a right to terminate or modify, any agreement, license or other
instrument that may impact the relevant Party to perform their obligations under the
Agreement; or result in a violation or breach of or default under any Applicable Laws;

(f) there is no pending Insolvency Event, in respect to such Party.

13. FORCE MAJEURE

13.1. Force Majeure Exclusions

Force Majeure Event(s) shall not include: (i) any event or circumstance which is within the
reasonable control of the Parties; and (ii) the following conditions, except to the extent that
they are consequences of a Force Majeure Event:

(a) Non-performance resulting from normal wear and tear typically occurring in power
generation materials and equipment, unless a Force Majeure event leads to such wear
and tear;

(b) Strikes and lockouts at the facilities of the Affected Party;

(c) Insufficiency of finances or funds or the Agreement becoming onerous to perform; and

(d) Non-performance caused by, or connected with, the Affected Party’s negligent or
intentional acts, errors or omissions, failure to comply with Applicable Law and/or
default under this Agreement.

13.2. Upon the occurrence of any Force Majeure Event, the Affected Party, shall notify the other
Party in writing immediately but not later than 15 (fifteen) days of occurrence of a Force
Majeure Event and also keep the other Party informed of its continuance and of any
relevant change of circumstance whilst such Force Majeure Event continues, on a monthly
basis (to the extent applicable). Within 15 (fifteen) days after cessation of such Force
Majeure Event, a communication shall be given by the Affected Party to the other Party
giving full particulars and satisfactory evidence in support thereof.

13.3. Upon occurrence of a Force Majeure Event and provision of notice by the Affected Party in
the manner specified in Clause 13.2 above, the Parties may mutually agree to reduce the
power supply obligations of the Power Producer/ offtake obligations of Captive User
without invoking termination, subject to such reduction not affecting the status of the Power
Plant as a ‘Captive Generating Plant’; The Affected Party shall use its reasonable efforts to
mitigate the effect of a continuing Force Majeure Event.

13.4. Any suspension of performance of obligations by the Affected Party under this Agreement
shall be for a period for which such Force Majeure Event persists and in case any Party is
entitled to extension of time on account of occurrence of such Force Majeure Event, the

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extension shall be on a day-to-day basis. For avoidance of doubt: (a) neither Party’s
obligation to make payments of money due and payable prior to the occurrence of the Force
Majeure Event under this Agreement shall be suspended or excused due to the occurrence
of a Force Majeure Event in respect of such Party; and (b) the time period for performance
of any obligations of the Affected Party relating to Scheduled COD shall also stand
extended till such Force Majeure event is concluded in accordance with Clause 13.2; and
(c) the Power Producer shall be entitled to recover all fixed charges and costs incurred
during the Force Majeure period, to the extent not otherwise recoverable, from the Captive
User.

13.5. In case a Force Majeure Event or its effects continue for more than 180 (one hundred and
eighty) consecutive days and/or if the Force Majeure event has made performance of
obligations under this Agreement impossible, both Parties, through mutual agreement, may
decide to terminate the Agreement with no termination charges or penalties payable by
either Party.

14. TRANSFER OF CAPTIVE USER FACILITY

14.1. Subject to Clause 10.1.3 above, in the event the Captive User Facility is sold, or transferred,
or this Agreement and other Transaction Documents are assigned to any third party
(including an Affiliate of Captive User) for any reason whatsoever, including pursuant to a
scheme of merger/ reorganisation or pursuant to enforcement actions by the Lenders of the
Captive User, subject to the transferee’s credit rating being at least equivalent or higher than
that of the Captive User’s and not lower than the investment grade, the Captive User shall
ensure that the transferee of the Captive User Facility shall continue to be bound by the
terms of this Agreement and the other Transaction Documents and shall execute such
further writings, deeds and/or agreements and take all such further actions as may be
necessary for effecting or implementing the assignment of any or all of the Captive User’s
rights and obligations under this Agreement.

14.2. If the transferee is not acceptable to the Power Producer, the Power Producer at its sole
discretion may terminate the Agreement and the provisions of termination in case of
Captive User Event of Default will be applicable. All costs in relation to obtaining Open
Access Approvals and other Consents for facilitating the transfer to the transferee and all
costs in relation to the termination of this Agreement due to occurrence of events as
specified above (including the Surrender Charges), shall be borne by the Captive User, or in
case of its failure to do so by the Captive User, by the transferee. The Power Producer shall
also be entitled to claim any additional costs, losses, or damages incurred as a result of such
transfer or termination, including but not limited to loss of revenue, stranded costs, and any
regulatory penalties.

14.3. The Captive User shall ensure that the transferee shall execute a deed of adherence
simultaneously with the transfer in accordance with the above Clause 14.1 and/or such
other documents as prescribed under the Shareholders’ Agreement, in the form and manner
prescribed by the Power Producer, in the event of such transfer.

15. EVENTS OF DEFAULT AND TERMINATION

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14.1. The Parties hereby agree and confirm that without prejudice to any other rights reserved in
this regard in terms of this Agreement, the respective Party shall have the right to terminate
this Agreement upon the happening or occurrence of all or any of the following events,
namely:

(a) Automatically, upon expiry of the Term of this Agreement;

(b) Either Party opting to terminate this Agreement, upon occurrence of a Power Producer
Event of Default or Captive User Event of Default (as the case may be), in the manner
stated in Clause 15.5 (Termination due to occurrence of Event of Default) below; or

(c) By mutual agreement amongst the Parties in writing; or

(d) Upon occurrence of events as stipulated in Clause 15.6 (Events of Default and
Termination) below.

This Agreement is co-terminus with the Shareholders’ Agreement and upon exercise of
right of termination under this Agreement, the provisions of the Shareholders’ Agreement
with respect to termination shall also become applicable. Similarly, upon exercise of right
of termination under the Shareholders’ Agreement, the provisions of this Agreement with
respect to termination shall also become applicable.

14.2. Expiry of Term or Lock in Period

(a) Upon expiry of the Term of this Agreement, this Agreement shall automatically
terminate without the requirement of a separate notice of termination being issued by
any Party under this Agreement.

(b) Save as otherwise provided in Clause 15.1 (Events of Default and Termination),
neither Party shall be permitted to terminate this Agreement for a period of 15
(Fifteen) years from the COD (“Lock-in Period”). If either Party wishes to terminate
post the Lock-in Period, the terminating Party shall terminate by giving a prior notice
for [●] months and shall pay the Surrender Charges. [JLP Comment: Lock-in Period
shall vary depending on the total term of the agreement mentioned in clause 3.1]

(c) In respect of the Force Majeure events, the Lock-In Period and Term shall be extended
on a day-to-day basis.

14.3. Power Producer’s Event of Default

The occurrence and continuance of any of the below, shall constitute a ‘Power Producer Ev
ent of Default’:

(a) occurrence of an Insolvency Event in respect of the Power Producer;

(b) breach of Power Producer’s obligations as set out in Clause 5.3 which is not remedied
in the manner and within the Cure Period set out in Clause 15.5 (b) hereinbelow.

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14.4. Captive User’s Event of Default

(a) Notwithstanding any provision to the contrary, following events, shall constitute an
event of default by Captive User ("Captive User Event of Default"):

(i) occurrence of an Insolvency Event in respect of the Captive User;

(ii) failure by the Captive User to establish the Bank Guarantee (in terms of C
lause 8 (Payment Security) or if such Bank Guarantee (if invoked or expir
ing), has not been renewed/ replaced/ replenished in terms of Clause 8 (Pa
yment Security);

(iii) except due to a Force Majeure Event, failure by the Captive User to consu
me the Contracted Capacity and failure to compensate to Power Producer,
as per the provisions of Clause 5.1 and Clause 9 of this Agreement;

(iv) repudiation of, breach of, or non-compliance with any terms of the Transa
ction Documents to which the Captive User is a party, by the Captive Use
r, which is not remedied in the manner and within the timelines set out in
such Transaction Documents;

(v) failure to make payment of any Bill consecutively for 60 (Sixty) days fro
m Due Date, including any disputed Bills;

(vi) any acts or omissions by the Captive User which results in the Power Plan
t losing its status as a ‘captive generating plant’, including but not limited
to the breach of Captive Conditions.

(b) Upon occurrence of Captive User’s Event of Default, the Captive User shall be liable
to pay the following:

(i) the Power Producer is (without prejudice to its other rights and remedies)
inter-alia entitled to invoke/encash the Bank Guarantee, in part or full and
forfeit the investment/equity amount of [●]% invested against the Equity
Shares by the Captive User, for the extent of loss suffered by the Power
Producer (as the case maybe); and

(ii) Captive User shall also make the payment including revenue losses,
damages and Open Access Charges and Losses (if any), dues as per
Clause 9.

14.5. Termination Due to Occurrence of Event of Default

Either Party may terminate this Agreement upon the other Party’s material breach, provided
that the terminating Party is not then in material breach/ default of its own obligations,

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unless the breaches/ defaults are mutual, in which case either Party may terminate: [JLP
Comment: This clause may be inserted instead.]

(a) Upon the occurrence and continuation of any Power Producer Event of Default, the
Captive User shall have the right to deliver to the Power Producer a default notice, whi
ch shall specify in reasonable detail the circumstances giving rise to the issue of such n
otice (“Default Notice”). Similarly, upon the occurrence and continuation of any
Captive User Event of Default, the Power Producer shall have the right to deliver to th
e Captive User, a Default Notice.

(b) Following the issue of a Default Notice by the Power Producer or the Captive User, as
the case may be, the defaulting Party shall have 60 (Sixty) days or such longer period a
s the Parties agree, to cure such Event of Default, if such Event of Default is curable
(“Cure Period”).

(c) During the Cure Period, the Parties shall, save as otherwise provided in this Agreement,
continue to perform their respective obligations under this Agreement.

(d) Upon expiry of the Cure Period and unless the Parties shall have otherwise agreed to th
e contrary or the concerned Event of Default shall have been remedied to the satisfacti
on of the non-defaulting Party as the case may be, the Party which has issued the
Default Notice may terminate this Agreement by delivering a termination notice,
whereupon this Agreement shall stand forthwith terminated on the date of such notice.

(e) Upon termination by the Power Producer due to the Captive User Event of Default:

(i) the Power Producer is (without prejudice to its other rights and remedies)
inter-alia entitled to invoke/encash the Bank Guarantee, in part or full and
forfeit the investment/equity amount of [●]% invested against the Equity
Shares by the Captive User, for the extent of loss suffered by the Power
Producer (as the case maybe); and

(ii) Captive User shall also make the payment including revenue losses,
Surrender Charges and Open Access Charges and Losses (if any). Further,
the consequences set out in the Shareholders’ Agreement shall also apply.

(f) In addition to the obligations and charges set out in Clause 15.5 (e) above, upon termin
ation by the Power Producer due to the Captive User Event of Default during the Lock
in Period, the Captive User shall be liable to:

(i) without prejudice to any other right or remedy of the Power Producer under
this Agreement, within fifteen (15) calendar days of receipt of termination
notice, the Captive User shall be obligated to transfer its entire
shareholding to the Power Producer in accordance with the terms of the
Shareholders’ Agreement; and

(ii) pay within fifteen (15) calendar days of receipt of termination notice, the
termination charges to the Power Producer as may be determined solely by the

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Power Producer in addition to Surrender Charges and Open Access Charges

and Losses. [JLP Comment: Termination charges to be quantified or
atleast the basis/ formula for the quantification of such charges to be
specified to avoid dispute later.]

14.6. In case of termination of this Agreement on account of occurrence of a Force Majeure

Event in the manner specified in Clause 13.5, the procedure specified in Clause 15.5
(Termination due to Occurrence of Event of Default) with respect to transfer of
shareholding of the Captive User in the Power Producer shall be followed. It is hereby
clarified that in the event of such termination on account of continuance of a Force Majeure
Event, unless otherwise specified in this Agreement, neither Party shall be liable to the
other Party for any termination charges or penalty or liability.

14.7. Consequences of Termination of this Agreement

Upon termination of this Agreement, in the manner specified in this Clause 15 ( Events of
Default and Termination) above, the Parties shall be relieved and discharged from all the
liabilities, obligations or claims under this Agreement, except for:

(a) such rights, obligations and liabilities of the Parties which have accrued under this
Agreement prior to termination;

(b) such rights, obligations, and liabilities as are by their nature intended to survive
termination and as set forth in Clause 18.9 (Survival) of this Agreement; and

(c) all Confidential Information (defined below) received by each of the Parties in relation
to this Agreement, the Power Producer, or the Power Plant, whether received before or
after the Execution Date, shall continue to be treated in accordance with Clause 18.6
(Confidentiality) of this Agreement, which clause, shall remain in full force and effect
notwithstanding the termination of this Agreement.

16. INDEMNITY

15.1. The Captive User shall at its sole cost and expense, fully indemnify, defend (with counsel
acceptable to the Power Producer), and hold the Power Producer, its affiliates, directors,
officers, employees, agents, and representatives harmless from any direct and actual losses,
loss of anticipated profits, costs, expenses (including legal expenses), claims, demands,
suits, actions, damages, judgments, fines, penalties or liabilities, incurred or suffered by the
Power Producer in connection with or arising out of any breach, misrepresentation or
inaccuracies in the representation and warranties provided by the Captive User or breach of
Captive User obligations or any terms of this Agreement and Applicable Laws by the
Captive User.

15.2. . [JLP Comment: This non-obstante clause can be deleted because it is limiting the
scope of indemnity to direct losses only. Even though it applies to both parties equally,
it would affect the power producer more adversely as he may remain
undercompensated due to the same.]

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The Captive User shall further indemnify, defend, and hold harmless the Power Producer from and
against any and all incidental, punitive, indirect, special, or consequential losses, damages,
liabilities, costs, or expenses (including loss of profit or opportunity), arising out of or in connection
with the performance, non-performance, or improper performance of this Agreement or any act or
omission in connection therewith, where such losses or damages were known, reasonably
foreseeable, or ought to have been known or reasonably foreseen by the Captive User at the time of
breach or default. [JLP Comment: This clause could be inserted instead to further expand the
scope of indemnity.]

15.3. This indemnity shall be unconditional, irrevocable, and continuing, and shall survive the
expiration or termination of this Agreement for any reason whatsoever. The Power
Producer shall be entitled to recover indemnified amounts by way of set-off against any
payments due to the Captive User under this Agreement.

17. GOVERNING LAW AND DISPUTE RESOLUTION

16.1. Governing law and Jurisdiction

This Agreement shall be governed by, interpreted and construed in accordance with the
laws of India, without reference to its conflict of laws principles. Subject to the provisions
of Clause 17.2 (Dispute Resolution) below, the courts of Jaipur, Rajasthan shall have
exclusive jurisdiction in relation to all matters arising out of, in relation to or pursuant to
this Agreement. [JLP Comment: The Courts of Mumbai could be given jurisdiction if
that is more convenient.]

16.2. Dispute Resolution

16.2.1. In the event of any dispute, controversy or difference between the Parties arising
out of or relating to this Agreement (including a dispute relating to the validity or
existence of this Agreement and any obligations arising out of or in connection with
this Agreement or regarding any question, including the question as to whether the
termination of this Agreement by any Party hereto has been legitimate) (a
“Dispute”), the Parties shall first endeavour to settle the Dispute amicably, upon
failure of which, the Dispute shall be referred to and finally resolved by arbitration
in the manner set out below. This Agreement and the rights and obligations of the
Parties shall remain in full force and effect pending the award in such arbitration
proceeding.

16.2.2. In case of occurrence of a Dispute, the relevant Party shall give a notice thereof to
the other Party in writing (“Dispute Notice”) and refer the Dispute for arbitration.
Upon reference of a Dispute to arbitration by any Party, such Dispute shall be
resolved by a sole arbitrator appointed jointly by the Parties and in the event of
failure of the Parties to agree on a single arbitrator within 10 (ten) days from the
date of receipt of the Dispute Notice, the said arbitrator shall be appointed in
accordance with the Arbitration and Conciliation Act, 1996, as may be amended
from time to time (“Arbitration Act”). The sole arbitrator so appointed must have
relevant expertise in the power sector. [JLP Comment: This requirement might
reduce the availability of arbitrators. This should be deleted]

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16.2.3. The seat and venue of the arbitration shall be Jaipur, Rajasthan and the language of
the arbitration shall be English. The arbitration shall be conducted in accordance
with the Arbitration Act. The arbitration award shall be final and binding on the
Parties. [JLP Comment: seat and venue to be decided based on what is
convenient for the parties.]

18. MISCELLANEOUS PROVISIONS

18.1. Amendment

[JLP Comment: The above clause is vague. The clause below could be considered
instead.]
This Agreement shall be amended or supplemented by a written instrument executed by
each of the Parties hereto. Notwithstanding the foregoing, if the Lenders require specific
amendments to this Agreement to protect its security or enforceability, the Captive User
shall promptly, and in any event within [15] days of written request, execute such
reasonable amendments as may be required by the Lender, provided such amendments do
not materially and adversely affect the Captive User’s rights or obligations.

18.2. Third Party Beneficiaries

This Agreement is solely for the benefit of the Parties and their respective successors and
permitted assigns and it is not the intention of the Parties to confer third-party beneficiary
rights upon any other Person other than a Person entitled to indemnity under Clause 16
(Indemnity).

18.3. Waiver

A waiver and/or a consent by a Party shall be in writing and executed by an authorized

representative of that Party. Any waiver or consent shall be effective only in the instance
and for the purpose for which it is given. Neither the failure by one Party to insist upon the
performance of the terms, conditions and provisions of this Agreement nor time or other
indulgence granted by one Party to the other shall act as a waiver of such breach or
acceptance of any variation or the relinquishment of any such right or any other right under
this Agreement, which shall remain in full force and effect.

18.4. Further Action

Each Party shall from time to time and at all times hereafter make, do, execute, or cause or
procure to be made, done and executed such further acts, deeds, conveyances, consents,
documents and assurances without further consideration, which may reasonably be required
to effect the transactions contemplated by this Agreement and extend necessary cooperation
to give effect to the terms of this Agreement.

18.5. Confidentiality

18.5.1. Each of the Parties and its respective Affiliates (including their nominees,
representatives, agents, employees, directors and the like) shall hold in confidence

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all documents and other technical or commercial information, supplied to it by or

on behalf of the other Party and/or Other Captive Users, including information
relating to the design, construction, insurance, operation, maintenance, management
and financing of the Power Plant or in relation to or pursuant to this Agreement and
other Transaction Documents (‘Confidential Information’) and shall not, save as
required by Applicable Laws or pursuant to directions of Governmental Authorities,
or to the prospective Lenders, or lenders to, or investors in the Power Producer or
its Affiliates, or Other Captive User, or to the professional advisors of the Parties
hereto or of such Lenders, lenders or investors, as aforesaid, publish or otherwise
disclose or use the same for its own purpose otherwise than as may be required to
perform its obligations under this Agreement.

18.5.2. The provisions of 18.5.1 above shall not apply to:

(a) any information in the public domain, otherwise than by breach of this Agreement.

(b) information already in the possession of the receiving Party thereof, before divulgence
as aforesaid and which was not obtained under any obligation of confidentiality.

(c) information obtained from a third party who is free to divulge the same and which is
obtained without any obligation of confidentiality;

(d) information developed by or for the receiving Party or any of its Affiliates without the
use of Confidential Information; and [JLP Comment: This might prove to be
adverse to the Power Producer.]

(e) disclosure of any information to any Governmental Authority for obtaining, receiving
and/or maintaining any Consents.

18.5.3 The Parties undertake that subject to provisions of this Clause 18.6 (Confidentiality),
the Parties shall not:

(f) disclose any Confidential Information to any third party, other than their Affiliates,
without the prior written consent of the other Party; and

(g) use any Confidential Information for any purpose other than that stated under this
Clause 18.6 (Confidentiality).

18.5.3. The receiving Party may disclose the Confidential Information when required by
Applicable Law or pursuant to directions of Governmental Authorities, after giving
a reasonable notice [JLP Comment: Period of notice to be defined.] to the
disclosing Party. Such notice shall be sufficient to give the disclosing Party the
opportunity to seek confidential treatment, a protective order or similar remedies or
relief prior to the disclosure. Subject to provisions of this Clause 18.5
(Confidentiality), the receiving Party undertakes to disclose Confidential
Information only to those of its employees, or Affiliates who need to use the
Confidential Information on behalf of the receiving Party and who have agreed in
writing to be bound by the terms of this Clause 18.5 (Confidentiality), irrespective

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of whether they leave their service. The receiving Party shall remain liable to the
disclosing Party for any breach of the terms under this Clause 18.5
(Confidentiality), by any of its employees or Affiliates.

18.5.4. Upon request, the receiving Party shall return or destroy, whichever is more
convenient to the disclosing Party, all the Confidential Information. Provided
however that the receiving Party may keep a copy of the Confidential Information if
required by Applicable Law or for the purpose of this Agreement.

18.5.5. Notwithstanding the foregoing, the Power Producer shall have the right to: (i)
disclose Confidential Information in respect of itself and the Captive User,
including all terms and conditions of the Transaction Documents, to its Affiliates,
advisors, consultants, lenders, bankers, financing parties and accounting firms
which carry out its or its shareholders’ periodic valuation, or to any other proposed
captive users (without disclosing any commercial terms) of the Power Plant, subject
to the Power Producer advising such Persons of the confidential nature of the
information; and (ii) make public announcements and press releases related to this
Agreement (without disclosing any commercial terms) in its advertising and
marketing material (including via social media), as it deems appropriate, without
the prior written approval of the Captive User.

18.6. Notices

18.6.1. Each notice, demand or other communication given or made under this Agreement
shall be in writing and delivered or sent to the relevant Party at its address set out
below (or such other address as the addressee by giving 5 (five) Business Days'
prior written notice has specified to the other Parties) by hand delivery, reputed
courier service or by email. Such communications shall be deemed to have been
delivered at the time of delivery (if delivered by hand with proof of delivery), at the
time of transmission (if served by email subject to a copy being sent by courier on
the same or next Business Day) or on the third Business Day after the date of
posting (if served by courier).

18.6.2. The address and email for each of the Parties for the purposes of the Agreement are:

If to Power Producer:
Address: [●]
Email: [●]
For the attention of: [●]

If to Captive User:
Address: [●]
Email: [●]
For the attention of: [●]

18.6.3. All notices given in accordance with this Clause, shall be deemed to have been
served as below:

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(a) on the date of delivery, if served by hand, email, postage (including registered
post) or courier at the address referred to in this Clause 18.6 (Notices);
(b) at the time of delivery, if sent by email to the registered email addresses of the
Parties in accordance with this Clause 18.6 (Notices), provided an undelivered
message report has not been received.

18.7. No Partnership or Joint Venture

None of the provisions of this Agreement shall constitute a partnership or agency, either
general or limited and/or a joint venture under any Applicable Law or any such similar
relationship between the Power Producer and Captive User.

18.8. Severability

Each Clause, section and paragraph of this Agreement constitutes a separate and distinct
undertaking, covenant and/or provision. Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
Applicable Law. In the event that any provision (or part thereof) of this Agreement shall be
finally determined to be unlawful, such provision (or part thereof) shall be deemed severed
from this Agreement, but every other provision (or the other part of such provision) of this
Agreement shall remain in full force and effect and in substitution for any such provision
(or part thereof) held unlawful, there shall be substituted by mutual consultation and
agreement of the Parties hereto a provision (or part thereof) of similar import reflecting the
original intent of the Parties to the extent permissible under Applicable Law.

18.9. Survival

Notwithstanding anything to the contrary herein, the provisions under Clause 1 (Definitions
and Interpretation), Clause 15 (Events of Default and Termination), Clause 16 (Indemnity),
Clause 17 (Governing Law and Dispute Resolution) and Clause 18 (Miscellaneous
Provisions), or any other provision relating to accrued rights and liabilities, shall continue
and survive any expiry or termination of this Agreement.

18.10. Entire Agreement

This Agreement (together with the other Transaction Documents and any other documents
referred to herein or therein) constitutes the entire Agreement between the Parties as to its
subject matter and supersedes any prior understanding or arrangement reached between the
Parties relating to such subject matter.

18.11. Counterparts

This Agreement shall be executed in 2 (two) or more counterparts, each of which shall be
deemed an original and all of which collectively shall be deemed one and the same
instrument.

18.12. Conflicts

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In the event of any conflict, ambiguity or discrepancies between the provisions of this
Agreement and the Shareholders’ Agreement: (a) the provisions of this Agreement shall
prevail to the limited extent of conflict in connection with sale of power from the Power
Plant; and (b). the provisions of the Shareholders’ Agreement shall prevail to the limited
extent of conflict in relation to the Transfer of the Equity Shares held by the Captive User
(including upon the occurrence of an Event of Default or termination or expiry of this
Agreement).

18.13. Cost and Expenses

Each Party shall bear and is responsible for its own costs in connection with the negotiation,
preparation, execution and performance of this Agreement or any other documents which
may be negotiated, prepared and executed between the Parties forming part of the
Transaction Documents.

18.14. Independent Rights

Each of the rights of the Parties are independent, cumulative and without prejudice to all
other rights available to them and the exercise or non-exercise of any such rights shall not
prejudice or constitute a waiver of any other right of the Party, whether under this
Agreement or otherwise.

18.15. Intellectual Property:

All Intellectual Property rights, including but not limited to technical designs, software,
systems, and data generated or used in connection with the operation of the Power Plant,
shall remain the exclusive property of the Power Producer. The Captive User shall not
copy, disclose, or use such intellectual property without the prior written consent of the
Power Producer.

[SIGNATURE PAGES AND ANNEXURES TO FOLLOW]

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IN WITNESS WHEREOF, the Parties have executed these presents through their duly authorized
representatives on the day and date first above written.

For and on behalf of

[●]

____________________________
Authorized signatory
Name:
Designation:

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IN WITNESS WHEREOF, the Parties have executed these presents through their duly authorized
representatives on the day and date first above written.

For and on behalf of

[●]

____________________________
Authorized signatory
Name:
Designation:

ANNEXURE A

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ILLUSTRATIVE OPEN ACCESS CHARGES AND LOSSES/ GRID VARIABLE TARIFF

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ANNEXURE B

ASSIGNMENT AGREEMENT

This Agreement (‘Assignment Agreement’) is made on the ___ day of ______, between

_________, a company incorporated under the Companies Act, [•], bearing CIN [•], and having its
operations office at _________ (hereinafter referred to as "Transferor", which expression shall,
unless repugnant to the context or meaning thereof, include its successors and permitted assignees)
as party of the First Part;

AND

_________, a company incorporated under the Companies Act, [•], bearing CIN [•], and having its
registered office at _________ _________ having its operations address at ___________
(hereinafter referred to as “_____” or ["Captive User"/ “Power Producer”] 1, which expression
shall, unless repugnant to the context or meaning thereof, include its successors and assignees) as
party of the Second Part.

AND

_________, a company incorporated under the Companies Act, [•], bearing CIN [•] and having its
registered office at _________ (hereinafter referred to as "Transferee", which expression shall,
unless repugnant to the context or meaning thereof, include its successors and permitted assignees)
as party of the Third Part.

The Transferor, the [Captive User/ Power Producer]2 and the Transferee are hereinafter individually
referred to as "Party" and collectively referred to as the "Parties".

WHEREAS:-

1. This Assignment Agreement is supplemental to the Power Purchase Agreement dated

______________ between Transferor and [Captive User/ Power Producer] 3 (hereinafter
called the “Principal Agreement”, copy of which is annexed to this Assignment
Agreement for reference).

2. The Transferor represents and warrants to [Captive User/ Power Producer] 4 and the
Transferee that it has made no prior transfer of the Principal Agreement or any interest or
obligation in or under the Principal Agreement.

3. With effect from [___________] (‘Assignment Date’), the Transferor wishes to transfer by
assignment to the Transferee, and the Transferee wishes to accept the transfer by
assignment of, all the rights, liabilities, duties and obligations of the Transferor under and in
respect of Principal Agreement.

NOW THEREFORE BASED ON THE REPRESENTATION OF THE PARTIES HERETO

IT IS HEREBY AGREED AS FOLLOWS:

1. Save and except amendments made under this Assignment Agreement, the Transferor and
the [Captive User/ Power Producer]5 warrant that the Principal Agreement is in full force,
effect and is binding on the parties therein. Transferee undertakes to perform the Principal
1
Note to Draft: Insert as applicable – this will be the party which is remaining in the agreement pursuant to transfer by existing
Captive User/ Power Producer, as the case may be.
2
Note to Draft: Insert as applicable.
3
Note to Draft: Insert as applicable.
4
Note to Draft: Insert as applicable.
5
Note to Draft: Insert as applicable.

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Agreement and to be bound by the terms and conditions, undertakings, stipulations,

representations and warranties thereof in all respects as if Transferee had been party to the
Principal Agreement in place of Transferor.

2. Subject to what is mentioned herein, [Captive User/ Power Producer] 6hereby releases and
discharges Transferor from further performance of the Principal Agreement. [Captive User/
Power Producer]7 accepts the liability of Transferee to perform the Principal Agreement in
lieu of the liability of Transferor and agrees to be bound by the terms, conditions,
obligations and stipulations of the Principal Agreement in every way as if Transferee had
been named in the Principal Agreement as a party thereto in place of Transferor.

3. From the Assignment Date, in respect of the Principal Agreement, [Captive User/ Power
Producer]8 and the Transferee each undertake liabilities and obligations towards the other
and acquire rights against each other identical in their terms to Principal Agreement (and,
for the avoidance of doubt, as if the Transferee were the Transferor and [Captive User/
Power Producer]9 remaining the [Captive User/ Power Producer] 10 under the Principal
Agreement, save for any rights, liabilities or obligations of the [Captive User/ Power
Producer]11 or the Transferor with respect to any obligations due to be performed on or
prior to the Assignment Date).

4. All monies due and payable or to become due and payable under the Principal Agreement
on or after Assignment Date shall henceforth be paid by [Captive User to the Transferee/
Transferee to the Power Producer]12 in accordance with terms, conditions and stipulations
of the Principal Agreement.

5. Stamp duty, if any payable on this Assignment Agreement, shall be borne by Transferee.

6. This Assignment Agreement shall be interpreted and construed in accordance with the laws
of India, without regard to its choice of laws principles. The Parties hereby irrevocably
consent to the exclusive jurisdiction of, and venue in any court of competent jurisdiction
located in [_________]13, India for the purposes of adjudicating any matter arising from or
in connection with this Assignment Agreement.

7. The terms and conditions of this Assignment Agreement shall prevail over the Principal
Agreement and this Assignment Agreement shall supersede the terms and conditions of the
Principal Agreement.

8. This Assignment Agreement contains the entire understanding between the Parties on the
subject matter and this Assignment Agreement shall not be amended or modified unless
agreed to by the Parties in writing.

9. This Agreement forms a supplemental part of the Principal Agreement as though herein
specifically set forth and produced. In case of any discrepancy between the Principal
Agreement and this Agreement, the terms and conditions of this Agreement shall prevail.
All other provisions, Recitals, Articles or Sections of the Principal Agreement to the extent
not amended or replaced shall mutatis mutandis be applicable to this Agreement.

[(“Captive User”/ “Power (“Transferor”) (“Transferee”)

6
Note to Draft: Insert as applicable.
7
Note to Draft: Insert as applicable.
8
Note to Draft: Insert as applicable.
9
Note to Draft: Insert as applicable.
10
Note to Draft: Insert as applicable.
11
Note to Draft: Insert as applicable.
12
Note to Draft: Insert as applicable.
13
Note to FPE: Please ensure that this is same as the Principal Agreement.

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Producer”)] By:__________________

By: Name/Title: _____________ By: _________________

Name/Title: ____________________ Name/Title: ___________

____________________ Notice Address: ____________________

Notice Address: [•] Notice Address:

[•] Attention: [•] [•]

Attention: [•] Email Address: [•] Attention: [•]

Email Address: [•] Email Address: [•]

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ANNEXURE C

Indicative Format of Bank Guarantee

Bank Guarantee No. :
Amount of the Bank Guarantee :
Guarantee cover from : _____________ to _____________
Last date for the claim : _____________

To,
_________________

This Deed of the guarantee executed by ______ Bank, a company constituted under Companies
Act, 1956 and having its registered office at _______________________ and among other places a
branch at ________________(hereinafter referred to as “the Bank”/”us”/”Guarantor”) in favour
of _______________ (hereinafter referred to as “the Beneficiary”) for an amount not exceeding
Rs. __________ (_______________ Only) (“Guarantee”) at the request of
_____________________ (hereinafter referred to as “Captive User”) for payment security against
payment obligations of the Captive User with respect to __ MWp solar power plant installed at
“_________________” as per agreement dated _____________ (“PPA”).

Notwithstanding anything contrary contained in any law for the time being in force or banking
practices, this Guarantee shall not be assignable or transferable by the Beneficiary. Notice or
invocation by any person such as assignee, transferee or agent of Beneficiary shall not be
entertained by the Bank. Any invocation of the Guarantee can be made only by the Beneficiary
directly.

This Guarantee is issued subject to the condition that the liability of the bank under this guarantee is
limited to a maximum of Rs. ____________ (______________________________ Only) and the
guarantee shall remain in full force and shall be irrevocable upto _________ and we are liable to
pay the guaranteed amount or any part thereof under this guarantee only and upon service of written
claim or demand upon us by the Beneficiary on or before _____. It is clarified that service of such
claim by the Beneficiary shall be sufficient for invocation of this Guarantee and the obligations of
the Bank hereunder.

Notwithstanding anything contained hereinabove:

1. Our liability under this bank Guarantee shall not exceed Rs. _________
(_____________________ Only) (“Guaranteed Amount”)
2. This bank Guarantee shall be valid, unconditional, and irrevocable upto ________
3. We are liable to pay the Guaranteed Amount or any part thereof under this Bank Guarantee
only and only if we receive (if the Beneficiary serves upon us) a written claim or demand
on or before ________ before _____ hrs (IST) at <branch details> (“Claim period”). After
the Claim Period is over all rights of the Beneficiary under this Guarantee shall be forfeited
and the Bank shall be relieved and discharged from all liabilities thereunder.
4. The Bank expressly agrees that our liability and obligations under this Guarantee shall be
continuing, absolute, unconditional and irrevocable irrespective of any dispute or difference
of whatsoever nature between the Beneficiary and the Captive User under the PPA or any
claims of whatsoever nature of the Captive User made under or in pursuance of the PPA.

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5. The Bank/Guarantors, hereby expressly agree that our liability hereunder shall not be
discharged or released or altered or impaired in any manner by any change in the
constitution, structure or powers of the Captive User or amalgamations, mergers etc. or by
reason of their winding up.
6. The Bank (as primary obligor and not merely as surety) expressly waives diligence,
presentment and protest of any kind whatsoever as well as any requirement that the
Beneficiary exhaust any right, or any remedy to take any action against the Captive User.
7. A demand for payment under this Guarantee shall be made on us by the Beneficiary or on
its behalf, in writing, at., .................... or and the same shall be deemed to have been
sufficiently made after the writing containing the demand is deposited by registered post/
by hand at the address as aforesaid or via email, and we shall pay the amount due within 7
(Seven) working days from the receipt of the aforesaid notice in writing from the
Beneficiary or on its behalf provided the same is received by the Bank on or before the
validity of the Bank Guarantee.
8. This guarantee shall be without prejudice to the other rights, available to the Beneficiary
against the Captive User in the event of any breach of the terms and conditions of the said
PPA.
9. These presents shall be governed by and construed in accordance with the laws of India and
shall be subject to the jurisdiction of the Court of ______ only.
10. The Guarantor hereby declares that it has the full power and authority to issue this
guarantee and the undersigned has full power and authority to execute this guarantee.

<Date>
<Place>

<Signature and Stamp of Bank>

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Annexure D

Annual Guaranteed Energy

Sr. No. Contract Year

Expected Electricity
(kWh)

1 1st year [●]

2 2nd year [●]

3 3rd year [●]

4 4th year [●]

5 5th year [●]

6 6th year [●]

7 7th year [●]

8 8th year [●]

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