DATED __________________

Energy Supply Agreement

AMONGST

________________ Limited
as Consumer

AND

Clean Max ______Private Limited

as the Generator
ARTICLE 1: DEFINITIONS AND INTERPRETATIONS ............................................... 4

ARTICLE 2: TERM OF THE AGREEMENT .................................................................. 10

ARTICLE 3: EFFECTIVE DATE AND COMMISSIONING DATE ............................ 10

ARTICLE 4: CONDITIONS SUBSEQUENT ................................................................... 10

ARTICLE 5: SUPPLY ......................................................................................................... 12

ARTICLE 6: TARIFF, BILLING AND PAYMENT PROCEDURE ............................. 13

ARTICLE 7: UNDERTAKINGS ....................................................................................... 17

ARTICLE 8: ASSIGNMENT AND NOVATION ............................................................. 18

ARTICLE 9: FORCE MAJEURE ..................................................................................... 19

ARTICLE 10: EVENTS OF DEFAULT AND TERMINATION ................................... 20

ARTICLE 11: CHANGE IN LAW ...................................................................................... 25

ARTICLE 12: DISPUTE RESOLUTION & ARBITRATION ....................................... 26

ARTICLE 13: REPRESENTATIONS AND WARRANTIES .......................................... 27

ARTICLE 14: MISCELLANEOUS .................................................................................... 28

ANNEXURE 1: CALCULATION OF NET LANDED COST OF POWER ................... 32

ANNEXURE 2: CALCULATION OF GRID TARIFF ...................................................... 34

ANNEXURE 3: TARIFF ....................................................................................................... 35

ANNEXURE 4: TERMINATION PENALTY .................................................................... 36

ANNEXURE 5: FACILITIES .............................................................................................. 37

ANNEXURE 6: SUBSTITUTION RIGHTS OF THE LENDERS ................................... 38

ANNEXURE 7: CONTRACTED QUANTITY FOR EVERY CONTRACT YEAR ...... 40

2
This ENERGY SUPPLY AGREEMENT (the “Agreement”) is made and entered in to at
_________ on this _______ day of ________ 2023:

BY AND BETWEEN

1. Clean Max _________ Private Limited, a private limited company incorporated

under the provisions of the Companies Act, [1956/2013], having its registered office at
13 A, Floor-13, Plot-400, The Peregrine Apartment, Kismat Cinema, Prabhadevi,
Mumbai, Maharashtra, 400025, India (hereinafter referred to as the “Generator”);

AND

2. __________________ Limited, a company incorporated under the provisions of the

Companies Act, [1956/2013], having its registered office at
___________________________, India. hereinafter referred to as “Consumer” which
expression shall unless repugnant to the context or subject thereof, deem to include its
successors-in-interest, legal representatives and permitted assigns;

The Generator and Consumer are each individually referred to as a “Party” and collectively
as the “Parties”.

WHEREAS:

(A) The Generator is developing wind solar hybrid power generation facility in the state of
Gujarat, having wind turbine generators of _____ MVA capacity & solar power plant
of _____ MWp capacity (“Project”) with the intention of supplying Contracted
Quantity (as defined below) of Electricity per annum to the Consumer as per Annexure
7.

(B) The Consumer is registered Consumer of ________ Gujarat Vij Company (_GVCL)
and is engaged in the business of manufacturing, supply, and marketing of _________
products.

(C) The Consumer has invested into and holds a minimum of 26% equity share capital in
the Generator company, and in this regard, has also entered into a Shareholders’
Agreement with, inter alia, Clean Max Enviro Energy Solutions Private Limited
(“CleanMax”) and the Generator to set up the said Project and consume the Electricity
generated therefrom.

(D) The Consumer wishes to offtake the Contracted Quantity of Electricity generated from
the Project as a Captive User under intrastate open access arrangement for its
manufacturing units in Gujarat in view of significant financial/commercial benefits.

(E) The Generator has agreed to supply the Contracted Quantity to the Consumer as a
Captive User for the Term, on the terms and conditions contained in this Agreement.

(F) To comply with the requirement of Captive User status, the sale of Electricity to the
Consumer from the Project is required to comply with extant Electricity Laws of India,

3
 including the Electricity Act, 2003 and the Electricity Rules, 2005 as amended from
time to time (the “Captive Rules”) which stipulates, inter alia, that:

1. Consumer, is required to have at least 26% “ownership” of the Project with

equivalent voting rights (“Ownership Test”);

2. Consumer, is required to offtake at least 51% of the Electricity generated by the

Project on an annual basis (“Offtake Test”);

NOW, THEREFORE IN VIEW OF THE FOREGOING PREMISES AND IN

CONSIDERATION OF THE MUTUAL COVENANTS AND CONDITIONS SET OUT
BELOW, THE PARTIES HEREBY AGREE AS FOLLOWS:

ARTICLE 1: DEFINITIONS AND INTERPRETATIONS

1.1 Definitions

The capitalised terms used in this Agreement, unless as defined below or repugnant to
the context, shall have the same meaning as assigned to them in the Electricity Laws.
The following terms when used in this Agreement, unless repugnant to the context,
shall have the respective meanings, specified below:

“Affiliate” “Affiliate” means, with respect to any person (the “first-mentioned

Person”), any other person that directly or indirectly, through one or
more intermediaries, controls, is controlled by or is under common
control with the first-mentioned Person. For the purpose of this
definition “control” (including the terms “controlling”, “controlled
by” and “under common control”) means either ownership of its issued
share capital (or equivalent right of ownership) conferring more than
50% (fifty percent) of the votes exercisable upon any resolution or
decision, the possession, directly or indirectly of the power to appoint or
remove the majority of its board of directors, or similar governing body,
or the power to direct or cause the direction of management, policies or
operations whether through the ownership of voting securities of such
other person, conferred by statute, through contract or otherwise.
“Agreement” shall mean this Energy Supply Agreement executed hereof, including
the schedules, amendments, modifications, and supplements hereto
made in writing by the Parties from time to time;
“Assignment” shall have the meaning set forth in Article 8.1 of this Agreement;
“Applicable Law” shall mean, with respect to any person, any constitutional provision, law,
statute, rule, regulation, policy, notifications, circulars, ordinance, treaty,
order, decree, judgment, decision, certificate, holding, injunction,
registration, license, franchise, permit, authorization, guideline,
Consents and Approvals, consent or requirement of any Government

4
 Authority having jurisdiction over such Person or its business or assets,
enforceable at law or in equity, including the interpretation and
administration thereof by such Government Authority;
“Arbitrator” shall have the meaning ascribed to it in Article 12.2.3 of this Agreement;
“Average Monthly shall have the meaning ascribed to it in Annexure 4 of this Agreement;
Energy Charge”
“Banking” shall mean the mechanism by which any Electricity generated from the
Project for the Consumer and not consumed by the Consumer can be
carried forward to the subsequent days in a Banking Period (as defined
below) for utilisation by the Consumer, and the term “Banked” shall be
construed accordingly;

“Banking Period” shall mean the period during which the state of Gujarat permits the
banking of wind solar hybrid Electricity from this Project from month to
month as applicable as on Commencement Date;
“Billing Period” shall have the meaning ascribed to it in Article 6.3;

“Business Day” shall mean a day, other than Saturday, Sunday or a statutory holiday, on
which banks remain open for business in the state of Gujarat and
Maharashtra;
“Captive User” shall have the meaning as per the Electricity Laws of India, including the
Electricity Act 2003 and the Electricity Rules, 2005 as amended from
time to time
“Change in Law” shall have the meaning set forth in Article 11.1 of this Agreement;

“Change in Law shall have the meaning set forth in Article 11.2 of this Agreement;
Notice”
“Commencement shall mean the date on which the Generator commences Supply of
Date” Electricity from the Project to Consumer’s manufacturing units in
Gujarat after receipt of relevant Consents & Approvals;
“Commissioning” shall mean, the completion of Project construction and after receipt of a
commissioning certificate / written confirmation for the Project from the
TRANSCOM, Chief Electrical Inspectorate General’s office, and other
necessary Consents and Approvals, the injection of Electricity through
the Grid, and the term “Commissioned” shall be construed accordingly;
“Consents and shall mean all authorisations, licenses, approvals, registrations, permits,
Approvals” waivers, privileges, acknowledgements, agreements, or concessions
required to be obtained from or provided by any relevant government or
regulatory authority for the purpose of setting up of the Project and/or
Supply and off-take of Electricity from the Project by the Consumer;
“Contract Year” shall mean the period beginning on the Commencement Date and ending
on March 31 and thereafter each period of twelve (12) months beginning
on April 1 and ending on March 31 provided that the last Contract Year
shall end on the last day of term of this Agreement;

5
“Contracted shall mean wind solar hybrid power generation facility having wind
Capacity” turbine generators of [•] MW capacity & solar power plant of
approximately [•] MWp capacity set up by the Generator for Supply of
Electricity to the Consumer as per the terms of this Agreement;
“Contracted shall have the meaning ascribed to it in Article 5.1 of this Agreement;
Quantity”
“Delivery Point(s)” shall mean the TRANSCOM/DISCOM Interface at HT/EHT level,
where Electricity generated from the Project is injected by the Generator;
“Deemed “Deemed Generation” for a given day in a Month will be equal to the
Generation” average daily Electricity generation from the Project in the same Month
of the previous year. During the first 12 Months from Commencement
Date, the Deemed Generation will be calculated at 14,400 kWh per 1,000
kW project capacity per day;
“DISCOM” means the various power distribution licensees in the state of Gujarat as
applicable to the Consumer;
“Dispute” shall have the meaning ascribed to it in Article 12.2.1 of this Agreement;
“Dispute Notice” shall have the meaning ascribed to it in Article 12.2.3 of this Agreement;
“Due Date for means the date specified in the bill raised by Generator in favour of the
Invoice Payment” Consumer for use of Electricity, for settlement of the dues mentioned in
the said bill;
“Environmental shall mean renewable energy certificates, carbon credits, emissions
Attributes” reductions credits, emissions allowances, offsets, allowances and other
entitlements, certificates, products, or valuations attributed to the Project
and its displacement of conventional energy generation, voluntary
offsets, or any other entitlement pursuant to any central, state, or local
program applicable to renewable energy sources, whether legislative or
regulatory in origin, as amended from time to time;
“Effective Date” shall have the meaning ascribed to it in Article 3.1 of this Agreement;
“Electricity” shall mean the electrical energy measured in kilowatt-hours;
“Electricity Laws” shall mean the Electricity Act, 2003 and the rules (including the
Electricity Rules, 2005) and regulations made thereunder from time to
time along with amendments and replacements thereof in whole or in
part and any other applicable law related to electricity and as amended
from time to time;
“Force Majeure shall have the meaning set forth in Article 9.2 of this Agreement;
Event”
“Government shall mean any central, state, regional, district, town, city, or municipal
Authority” government, whether domestic or foreign, or any department, agency,
bureau, or other administrative, regulatory or judicial body of any such
government or any court or tribunal;
“Grid” shall mean high voltage back bone system of interconnected
transmission lines, distributions lines, and sub-stations though which
Electricity is supplied to the Consumer;

6
“Grid Invoice” shall mean the monthly invoice raised by DISCOM/TRANSCOM, as the
case maybe for the Electricity supplied in the Consumer’s facility
through Grid;

“Grid Tariff” shall mean the sum of all variable charges levied on the Consumer by
DISCOM or any other Government Authority or any third party for
consumption of (1) kWh of Electricity from the Grid. This includes but
is not limited to energy charges, fuel adjustment charges, Electricity
duty, prompt payment discount or any other per-unit charge which is
presently applicable or might be applicable in the future on the
Consumer for consumption of such Electricity from the Grid.
The Grid Tariff shall be calculated in the following manner:

Grid Tariff = (T – OAC – DC – OTI – FC – A – PP) / NG

where,
T = total amount on the Grid Invoice

OAC = charges/taxes/duties levied directly on the Consumer (and

mentioned on the Grid Invoice) for availing Electricity via open access

DC = fixed demand charges as mentioned on the Grid Invoice

OTI = one-time incentives provided to the Consumer including but not

limited to electricity duty exemption, load factor incentive as mentioned
on the Grid Invoice

FC = other fixed charges like meter rent, etc., as mentioned on the Grid
Invoice

A = arrears, interest on arrears as mentioned on the Grid Invoice

PP = Prompt payment discount as mentioned on the Grid Invoice

NG = total number of units of Electricity bought from

DISCOM/TRANSCOM (i.e. total consumption of Electricity from the
DISCOM/TRANSCOM)

The Grid Tariff will be arrived considering the assumption that 100%
power would have been taken from Grid;
“kV” shall mean Kilovolts;

“kVA” shall mean Kilovolts Ampere;

“kWh” shall mean Kilowatt-hour;

7
“Lock-in Period” shall have the meaning ascribed to it in Article 2.1 of this Agreement;
“Month” shall mean a calendar month;

“MVA” shall mean Megavolt-Amperes;

“MWp” shall mean Megawatt-peak;
“Net Landed Cost shall mean the total cost that the Consumer has to pay per kWh of
of Power” Electricity consumed from the Project. This includes, but is not limited
to, the Tariff, Open Access Charges, wheeling and banking charges,
transmission and distribution losses, or any other per-unit charge levied
in cash or in kind by DISCOM, TRANSCOM, or any other party. This
shall also include any electricity duty or any captive electricity Tax as
collected by respective DISCOM from time to time on Electricity
generated from the Project.

the Net Landed Cost of Power shall be calculated as per Annexure 1 to

this Agreement;
“Open Access shall have the meaning set forth in Article 6.2 of this Agreement;
Charges”
“Open Access shall mean any Agreements to be entered into and executed by the
Permissions” Parties to enable the Wheeling of Electricity as envisioned under this
Agreement;
“Party” shall mean each person for the time being and from time-to-time party
to this Agreement and any successor(s) in title to, or permitted assign(s)
of such person;
“Project” shall have the meaning set forth in Recital A;
“Rs.” or “INR” or shall mean Indian Rupee, being the lawful currency of Republic of India;
“₹”
“Scheduled shall have the meaning set forth in Article 3.2 of this Agreement;
Commissioning
Date”
“Shareholders’ shall mean the shareholders’ agreement dated ____________ entered
Agreement” into between, interalia, the Consumer, the Generator, and Clean Max
Enviro Energy Solutions Private Limited;
“State Load shall have the meaning given to it in the Electricity Act, 2003 as
Dispatch Centre” or amended from time to time;
“SLDC”
“Supply/Supply of shall mean the supply of Electricity to be provided by the Generator to
Electricity” the Consumer under this Agreement;
“Supply shall have the meaning set forth in Article 5.4 of this Agreement;
Reconciliation
Period”
“Tariff” shall have the meaning set forth in Article 6.2 of this Agreement;
“Term” shall have the meaning set forth in Article 2.1 of this Agreement;

8
 “Termination for shall have the meaning set forth in Article 10.6 of this Agreement;
Convenience”
"Total Electricity shall mean for any Contract Year, the aggregate quantum of Electricity
Consumption" consumed through DISCOM supply by the facilities of the Consumer as
per Annexure 5 in that Contract Year;
“Transaction shall mean documents entered into on or about the date of this
Documents” Agreement including the Shareholders’ Agreement, and other
documents executed by either of the Parties to this Agreement and
designated as a ‘Transaction Document’ by both Parties;
“TRANSCOM” shall mean a licensee authorised to operate and maintain a transmission
system to transmit Electricity within the area of transmission as
applicable to the Project and the Facility for the purposes of the
Agreement;
“Wheeling” shall mean the transmission of electricity to the Consumer through the
distribution network of DISCOM;
“Year” shall mean a period of 12 consecutive calendar months;

1.2 Interpretation

In this Agreement, unless the context otherwise requires:

(a) all references made in this Agreement to “Articles” and “Schedules” shall refer,
respectively, to Articles of, and Schedules to, this Agreement. The Schedules to this
Agreement form part of this Agreement and shall be in full force and effect as
though they were expressly set out in the body of this Agreement;

(b) (i) words importing the singular shall include plural and vice versa; (ii) words
denoting persons shall include partnerships, firms, companies, and other body
corporate (iii) the words “include” and “including” are to be construed without
limitation and (iv) a reference to any Party includes that Party's successors and
permitted assigns;

(c) reference to any statute or statutory provision or order or regulation made

thereunder shall include that statute, provision, order or regulation as amended,
modified, re-enacted or replaced from time to time whether before or after the date
hereof.

(d) all the titles and headings in this Agreement are intended solely for the convenience
of reference and shall in no way limit or otherwise effect the interpretation of any
of the provisions hereof.

(e) reference to a number of days shall refer to calendar days unless Business Days are
specified.

9
 (f) reference to a person shall include a body corporate, an unincorporated body or
other entity and vice-versa.

(g) all the terms and words which are not defined in this Agreement shall be construed
as having the Dictionary meaning.

(h) recitals forms and integral part of this agreement.

ARTICLE 2: TERM OF THE AGREEMENT

2.1 This Agreement shall start from the Effective Date fixed as per Article 3.1 of this
Agreement and shall continue in full force and effect for a period of 25 years (“Term”)
from the Commencement Date, and have a minimum lock-in period of 15 (Fifteen)
years from the Commencement Date (“Lock-in Period”). The term of the Energy
Supply Agreement may be extended for a further period subject to the terms and
conditions that the Parties may mutually agree in writing for such extended period.

2.2 Save and except as expressly provided in Article 4 (Conditions Subsequent), Article 9
(Force Majeure), Article 12 (Dispute Resolution and Arbitration) and Article 14
(Miscellaneous), the respective rights and obligations of the Parties under this
Agreement shall be subject to the satisfaction or waiver of the Conditions Subsequent
as set-out in Article 4.

ARTICLE 3: EFFECTIVE DATE AND COMMISSIONING DATE

3.1 This Agreement shall be effective on the later of: (i) the date of its execution by the
Parties hereto; (ii) the date of execution of the Shareholders’ Agreement; (iii) the date
on which the Consumer shall have invested the required equity contribution in
accordance with the Shareholders’ Agreement (“Effective Date”).

3.2 The Parties agree that Scheduled Commissioning Date shall be on or before 8 (eight)
months of the Effective Date with a grace period of 2 (two) months (“Scheduled
Commissioning Date”).

ARTICLE 4: CONDITIONS SUBSEQUENT

4.1 The Parties shall make reasonable endeavour to take all necessary actions to satisfy the
Conditions Subsequent as set out in Article 4.2 below within the timeframe mentioned
for it, or such extended period as may be mutually agreed to by the Parties.

4.2 Conditions Subsequent

10
 The following are the conditions subsequent (“Conditions Subsequent”) to be
satisfied by the Consumer and the Generator, which, however, may be waived by
mutual written consent of the Party who benefits from such Conditions Subsequent.

4.2.1 Conditions Subsequent to be fulfilled by the Consumer

The Consumer shall ensure that the following activities are completed at least 5 months
before Scheduled Commissioning Date:

(a) Installing any technical meters (such as ABT meters and any other) and upgrading
the Transformers at the Facilities as required by the DISCOM or regulatory
authorities and provide documentation of the same to the Generator.

(b) shall maintain adequate kVA contracted demand as per rules of the concerned
DISCOM or regulatory authorities to offtake Electricity and Contracted Capacity
from the Project; Satisfy any other applicable requirement of the concerned
DISCOM, including clearing all arrears and disputes, if any, with the
DISCOM/TRANSCOM/SLDC or regulatory authorities to be eligible for receiving
power through the open access mechanism.

4.2.2 Conditions Subsequent to be fulfilled by the Generator

The Generator shall ensure that the following activities are completed before the
Commencement Date:

(a) Shall obtain Consents and Approvals, Permits, Licenses, Orders and
Permissions required as per Applicable Law for construction of the Project and
Supply of Electricity from the Project.

4.3 Satisfaction of Conditions Subsequent

4.3.1 The Commencement Date can occur only after all Conditions Subsequent have been
satisfied or waived in accordance with terms of this Agreement.

4.4 Consequences of non-fulfilment of conditions under Article 4.2

4.4.1 In the event that either Party, despite its best efforts and due to reasons beyond its
control, is unable to satisfy its Conditions Subsequent set out above, within the timelines
set out under Article 4.2, or such extended time as may be mutually agreed between the
Generator and the Consumer, then the Party that has satisfied its Conditions Subsequent
may terminate this Agreement by giving a written Notice of Termination to the other
Party that has not satisfied its Conditions Subsequent; and this Agreement shall stand
terminated within 7 days from the date of such notice. Pursuant to such termination,
neither Party shall have any further financial liability towards the other Party.

11
ARTICLE 5: SUPPLY

5.1 Subject to the terms of this Agreement, the Generator shall, with effect from the
Commencement Date of this Agreement, Supply the Contracted Quantity of Electricity
as mentioned in Annexure 7 of this Agreement.

5.2 The Supply will be provided by the Generator through the use of the Grid of relevant
TRANSCOM in the manner prescribed in the Open Access Permissions. The Generator
(with the Consumer’s support) shall ensure the requisite approval for Supply of
Contracted Quantity through captive open access arrangement, to Consumer’s
manufacturing units, are effective during the continuance of this Agreement and any
extension thereof.

5.3 Consumer hereby agrees to offtake 100% of the supplied Electricity by the Generator
in any given Month (“Committed Offtake”), provided the offtake does not exceed
limits prescribed by DISCOM, if any. In case Consumer is unable to offtake 100% of
the supplied Electricity, the Generator shall bill the Consumer for the lost/excess units
at the applicable Tariff.

5.4 In the event the Generator, during any “Supply Reconciliation Period” is unable to
supply 80% of the corresponding cumulative Contracted Quantity (“Guaranteed
Supply”) then the Generator may also arrange Electricity from other renewable energy
projects in Gujarat, at the same per unit landed cost as the Net Landed Cost of Power,
provided that the non-Supply of the Guaranteed Supply was due to reasons solely
attributable to the Generator. If the Generator is unable to supply the shortfall units
below the Guaranteed Supply in entirety, then the Generator shall be liable to
compensate the Consumer, as described below, for loss of savings by giving a credit to
the Consumer in the next billing cycle provided the following conditions are met:

(a) The shortfall was not due to any act or omission of the Consumer

(b) The shortfall was not due to variations in actual irradiance and wind speed received
at project site for solar and wind respectively as compared to expected irradiance and
wind speed as described in Annexure 7

(c) The shortfall was not due to a Force Majeure Event or non-availability of Grid
infrastructure at the Project

(d) In each Billing Cycle, the Consumer’s consumption was sufficient to consume the
monthly pro-rated portion of the Contracted Quantity

(e) The shortfall was not due to any regulatory factors which are beyond the control of
the Generator and which are not occasioned or attributable, to either in part or in whole,
to any act or omission of Generator.

12
 For avoidance of any doubt, such loss in savings, (“Shortfall Compensation”) in any
Supply Reconciliation Period, if applicable, shall be calculated as below:

Shortfall Compensation = (Guaranteed Supply – actual Supply) x (average Grid Tariff

in the Supply Reconciliation Period – average Net Landed
Cost of Power in the Supply Reconciliation Period)

Notwithstanding anything contained in the agreement, the Shortfall Compensation per

unit shall not exceed [•].

5.5 For the purpose of the provisions of Article 5.4 above, each Supply Reconciliation
Period shall be a period of every 36 months from the Ramp Up Period. The first Supply
Reconciliation Period shall commence after 4 (Four) months from the Commencement
Date (“Ramp Up Period”).

5.6 All Environmental Attributes related to the power supplied by the Generator shall
accrue to the Generator solely. The Consumer shall have no right, interest or lien on
any of Environmental Attributes generated from the Project.

5.7 If the Consumer is unable to consume Electricity from the Project for more than 2 (two)
months and as a result the Generator envisages a risk of captive status of the Project
being lost due to failure to meet the Consumption Test, then the Generator can curtail
the generation from the Project to an extent such that the Consumption Test criteria is
not breached. However, the Consumer shall continue to pay Deemed Generation for the
shortfall between the total Contracted Quantity and the modified Contracted Quantity
for the period of such curtailment.

ARTICLE 6: TARIFF, BILLING AND PAYMENT PROCEDURE

6.1 From the Commencement Date the Consumer shall pay to the Generator the charges
for the Supply at the Tariff.

6.2 Tariff

The tariff for the Term shall be ₹ ____ per kWh ("Tariff”) as detailed in Annexure 3.
Further, the Consumer shall pay an additional ₹ 0.20 per unit over and above the Tariff
for the Electricity generated above the Contracted Quantity i.e. _____ million kWh
(“Generation Bonus”). It is specifically clarified that the Tariff is exclusive of all
taxes, duties, levies, cess, costs, and other impositions including wheeling and banking
charges, transmission costs and losses in relation to the generation, supply, purchase,
wheeling, banking, transmission, and consumption of Electricity under this Agreement
(“Open Access Charges”). All such taxes, duties, levies, cess, costs and other
impositions shall be borne by the Consumer.

13
 At any point during the Term, the difference between the applicable Grid Tariff and
Net Landed Cost of Power from the Project should not be less than ₹ [•]/kWh for
Consumer’s facilities with Grid connectivity below 66 kV and ₹ [•]/kWh for
Consumer’s units with Grid connectivity at 66 kV or above (“Minimum Guaranteed
Savings”). This shall be ensured by the Generator by reducing the Tariff, however not
less than ₹ ____/kWh (“Reduced Generator Tariff”). If the difference between the
applicable Grid Tariff and Net Landed Cost of Power is less than the aforesaid
Minimum Guaranteed Savings even at a Reduced Generator Tariff, either Party shall
have the option to terminate this agreement upon a written notice of 6 months, unless a
tariff lower than Reduced Generator Tariff is offered or an alternate mutually agreeable
solution is discovered by both the Parties. If a tariff lower than Reduced Generator
Tariff is not offered or an alternate mutually agreeable solution is not discovered and
the Consumer decides to terminate this agreement, the Generator shall ensure that Net
Landed Cost of Power from the Project does not exceed the applicable Grid Tariff
during the 6 months’ notice period. Further, the terminating Party shall be liable to pay
any statutory dues/expenses to government agencies such as DISCOM/TRANSCOM
that may arise (e.g., LTOA relinquishment charges), if any, as a result of such
termination.

It is clarified that any special exemption on Grid Tariff available to the Consumer’s
facilities, (if applicable) current and future (such as Electricity duty exemption) shall
be excluded while computing the Grid Tariff for the purpose of this Article 6.2 i.e. it
shall be assumed that the Consumer does not enjoy any special exemption while
computing the Grid Tariff for the purpose of this Article 6.2. Special exemptions
include any taxes, duties, levies, cess, costs and other impositions (current and future)
which may be waived off for the Electricity consumed by the Consumer from the
DISCOM for any reason not attributable to the Generator.

6.3 Billing/Invoice

The Generator will raise an invoice on 1st of the Month or any day thereafter for the
period corresponding to the billing period of the DISCOM (“Billing Period”). The
invoice shall include the following:

a. Tariff for the Electricity supplied to the Consumer at the Delivery Point, duly
supported by documents received from the DISCOM/TRANSCOM/SLDC or any
other appropriate authority

b. fixed monthly or annual charges, like transmission charges, SLDC charges, etc.,
levied on the Project by SLDC/TRANSCOM/DISCOM or any other Government
Authority and payable by the Consumer as per Article 6.2 above.

c. variable charges, taxes, cess, duties and levies, like wheeling charges, etc., levied
in cash from the Generator for Generation and Supply of Electricity from the
Project by SLDC/TRANSCOM/DISCOM or any other Government Authority,
and payable by the Consumer as per Article 6.2 of this Agreement.

14
 d. Tariff for the Electricity losses levied in kind by the
DISCOM/TRANSCOM/SLDC upon injection of Electricity from the Project into
the Grid.

Payment will be due 14 days from the date of invoice (“Due Date for Invoice
Payment”), after which, late payment charges will be applicable as described in Article
6.4 below.

6.4 Late Payment

For payment of monthly bill, or other amounts due under this Agreement, if paid after
Due Date for Invoice Payment, a late payment charge shall be payable by the Consumer
to the Generator, which shall be equal to the interest on the amount in default (based on
the amount payable during a dispute, as calculated in Article 6.6) at the rate of 1.5%
per month simple interest, for the period from the Due Date for Invoice Payment till
the date of actual payment. Such interest shall be computed and added to the invoice of
the subsequent month.

6.5 Crediting of Power by DISCOM

Under normal circumstances, the Supply will be reflected in the Consumer’s monthly
DISCOM bill after reduction of losses and any other charges/duties/cess levied in kind
by the appropriate authority. The Generator shall share supporting documents received
from SLDC/TRANSCOM/DISCOM with the Consumer, to verify the quantum of
Supply in each Billing Period.

For avoidance of doubt, the crediting of power by DISCOM to Consumer is based on

amount of energy injected in Grid at Delivery Point.

6.6 Disputed Invoice

a) If the Consumer disputes any amount payable under an invoice raised by the
Generator, the Consumer shall, within seven (7) days of receiving such invoice
issue a notice (the “Bill Dispute Notice”) to the Generator setting out

(i) The details of the disputed amount;

(ii) Its estimate of what the correct amount should be; and
(iii) All written material in support of its claim.

Provided that if the Consumer does not dispute an invoice raised by the Generator
within seven (7) days from the date of such invoice, then such invoice shall be taken
as conclusive. It is clarified that the Consumer shall not be entitled to dispute with
the Generator the number of units of Electricity credited by DISCOM in its bill
issued to the Consumer. It is further clarified that the Consumer shall not be entitled

15
 to issue any Bill Dispute Notice to the Generator to recover any charges/levies
imposed upon it by DISCOM.

b) If the Generator agrees to the Consumer’s claim raised in the Bill Dispute Notice,
the Generator shall rectify such invoice within seven (7) days of receiving such
notice.

c) If the Generator does not agree to the Consumer’s claim in the Bill Dispute Notice,
it shall, within seven (7) days of receiving the Bill Dispute Notice, furnish to the
Consumer its reasons for its disagreement.

d) If the Consumer does not accept the Generator’s reasons for its disagreement, each
of the Parties shall designate their authorized representatives to resolve the dispute.
If the Parties are unable to resolve such dispute, the matter shall be referred to
Dispute Resolution under Article 12 of this Agreement.

e) If the dispute is settled in favour of the Generator, the Consumer shall pay any
amounts that are due from the Consumer to the Generator by virtue of settlement of
a dispute along with a 1.5% per month simple interest, for the period from the Due
Date for Invoice Payment till the date of actual payment.

f) For the avoidance of doubt, it is clarified that despite a dispute regarding an invoice
or any part thereof, the Consumer shall, without prejudice to its rights to dispute the
invoice, be under an obligation to make the invoice payment for the undisputed
portion. The Parties agree and acknowledge that the payment of the undisputed
portion of an invoice shall be a precondition to raising a dispute with respect to such
invoice.

6.7 Payment security mechanism

6.7.1 The Consumer shall provide to the Generator an unconditional, revolving and
irrevocable letter of credit or bank guarantee (“Payment Security”) in favour of the
Generator at least one month before the Commencement Date, which may be drawn
upon by the Generator in accordance with this Article 6.7.

6.7.2 The Payment Security shall have a term of at least twelve (12) months and shall be
renewed at least thirty (30) days prior to its expiry, and shall be for an amount equal to
half of the Contracted Quantity as applicable in the Contract Year when the Payment
Security is issued times the Tariff applicable during that period (1/2 * Contracted
Quantity * Tariff). If at any time during the Term the Payment Security amount falls
short of the required amount for any reason, the Consumer shall restore such shortfall
within thirty (30) days.

6.7.3 If the Consumer fails to pay any undisputed amount due under this Agreement in full
and prior to the Due Date for Invoice Payment, the Generator may draw upon the
Payment Security for this amount. The Consumer’s instructions to the applicable bank

16
 should specify that upon presenting to the bank the relevant invoice, the bank shall pay
without any reference or instructions from the Consumer an amount equal to the amount
due as per that invoice.

ARTICLE 7: UNDERTAKINGS

7.1 Obligations of the Generator

Subject to the terms and conditions of this Agreement, the Generator undertakes and
agrees to be responsible for:

i. Possession of land required for setting up the Project;

ii. Awarding of Engineering, Procurement, and Construction contract and/or the

equipment contract for setting up the Project;

iii. Obtaining all Consents and Approvals. The Generator shall at its sole cost and
expenses, apply for and maintain all Consents and Approvals required to be obtained
under the Applicable Laws for the purpose of obtaining open access including but not
limited to all wheeling and banking arrangements, on or prior to the Commencement
Date.

iv. The Generator shall obtain Open Access Permissions with the TRANSCOM/DISCOM
or any other Government Authority, as the case may be, as required under the open
access regulations.

v. The Generator shall achieve the financial closure of the Project to ensure timely
implementation of the Project.

vi. Operating and maintaining the Project during the Term of the Agreement at its own
cost and risk. It is further clarified that the Generator shall have complete discretion
and entire responsibility in determining the design and specifications of the Project.

vii. Fulfilling all other obligations undertaken by it under this Agreement and complying
with the requirements of Electricity Laws and Captive Rules.

viii. Supplying Electricity to the Consumer in accordance with terms of this Agreement.

ix. Adequately insuring the Project at its own cost and expense throughout the Term of this
Agreement.

7.2 Obligations of the Consumer

Subject to the terms and conditions of this Agreement, the Consumer undertakes and
agrees to be responsible for:

17
 i. Paying all invoices raised by the Generator under the provisions of this Agreement by
the Due Date for Invoice Payment; and paying for any interest on delayed payments (if
any) as per the provisions of this Agreement.

ii. Payment of all Open Access Charges, statutory taxes, duties, surcharge, levies and cess,
assessed/levied as per the Applicable Law for wheeling, transmission (including
wheeling and transmission losses) banking, or consumption of power as per the terms
of this Agreement.

iii. Complying with all other respective obligations under this Agreement,

iv. To be fully compliant in all respects with open access policies and regulations, Captive
Rules, and Electricity Laws to ensure that it can receive open access power from the
Generator, as may be required. Offtaker agrees that it shall maintain adequate kVA
contracted demand as per rules of DISCOM or other Government Authority to offtake
Electricity and Contracted Capacity from the Project throughout the Term.

v. Consumer shall cooperate with CleanMax and Generator to ensure that the Project /
Consumer retains the Captive User status.

vi. Consumer shall provide all reasonable assistance to CleanMax and Generator for
obtaining and maintaining all required Consents and Approvals in relation to Project
and Supply of Electricity from the Project. The Consumer shall be the applicant for the
MTOA/LTOA for Supply of Electricity which shall also require the Consumer to
satisfy the requirement of the standby letter of credit from the TRANSCOM under the
Bulk Power Transmission Agreement (BPTA).

vii. The Consumer shall give first preference to the Electricity generated from the Project
consumption against any other source up to the Contracted Quantity except
consumption of Electricity from the Grid.

ARTICLE 8: ASSIGNMENT AND NOVATION

8.1 Assignment

Notwithstanding anything contained herein, the Generator has the right to assign all or
any of its rights and obligations under this Agreement (including rights over any assets
hereunder), to any Affiliate, lender, equipment lessor or other financing party
(“Assignment”), without the consent of the Consumer. The Generator shall not assign
all or any of its rights or obligations under this Agreement (including the rights over
any asset hereunder) to any third party not being any Affiliate, lender, equipment lessor
or other financing party without the prior consent of the Consumer. The Consumer shall
not unreasonably withhold such consent. In the event of assignment, the Consumer
agrees to make the payments due to the Generator under this Agreement, directly to the
assignee, upon receipt of such notice from the Generator.

18
 Consumer shall not assign its rights under this Agreement, without the prior consent of
Generator.

ARTICLE 9: FORCE MAJEURE

9.1 Notwithstanding any provision of this Agreement to the contrary, if any Force Majeure
Event continues for a period of 240 (two hundred and forty) days in a 365 (three
hundred and sixty-five) day period, on a continuous basis, either Party shall have the
right to terminate this Agreement upon at least 30 (thirty) days’ written notice to the
other Party. The affected Party shall be liable to pay any statutory dues/expenses to
government agencies such as DISCOM/TRANSCOM that may arise (e.g., LTOA
relinquishment charges), if any, as a result of such termination.

9.2 Force Majeure Event shall mean any event or circumstances or combination of events
or circumstances that wholly or partly prevents or unavoidably delays any Party
(“Affected Party”) in the performance of its obligations under this Agreement, but only
if and to the extent that such events and circumstances are not within the reasonable
control, directly or indirectly, of the Affected Party and could not have been avoided
even if the Affected Party had taken reasonable care. Such events may include floods,
fire, cyclone, epidemic, plague or other natural calamities, acts of the Government of
India in its sovereign capacity, court orders, war (whether declared or undeclared), civil
unrest, quarantine restrictions, freight embargoes, radioactivity and earthquakes to the
extent they, or their consequences, satisfying the above requirements (“Force Majeure
Event”). Force Majeure Event shall also include any arbitrary delay or denial by any
government authority to accord Consents and Approvals despite the relevant Party
being entitled to such Consents and Approvals, which makes performance of the terms
of this Agreement impossible or excessively onerous for either Party including the non-
grant of approval to operate or develop a captive wind-solar hybrid power plant in the
state of Gujarat by the concerned Government Authority.

9.3 The Term of this Agreement shall be extended for a period that is equivalent to the
duration of any Force Majeure Event.

9.4 Upon the occurrence of a Force Majeure Event, the Party claiming that, it has been
rendered unable to perform any of its material obligations under this Agreement, shall
notify the other Party in writing within seven (7) days of the commencement thereof
giving the particulars and satisfactory evidence in support of its claim. If any Force
Majeure Event results in a break-down of communication rendering it not reasonable
to give notice within the applicable time limit specified herein, then the Affected Party
shall give notice as soon as reasonably practicable after reinstatement of
communication, but not later than 2 (two) days after such reinstatement. Upon cessation
of such Force Majeure Event, the affected Party shall within twenty-four (24) hours of
such cessation, intimate the other Party of such cessation.

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9.5 Time for performance of the relative obligations suspended by such Force Majeure
Event shall then stand extended by the period of delay, which is directly attributable to
the Force Majeure Event. The Party giving such notice shall be excused from timely
performance of its obligations under this Agreement, for so long as the relevant Force
Majeure Event continues and to the extent that such Party's performance is prevented,
hindered or delayed, provided the Party or Parties affected by the Force Majeure Event
shall use reasonable efforts to mitigate the effect thereof upon its performance of the
obligations under this Agreement.

9.6 Delay or non-performance by a Party hereto caused by the occurrence of a Force

Majeure Event shall not: constitute a default or breach of this Agreement; and give rise
to any claim for damages or additional cost of expenses occasioned thereby.

9.7 Force majeure shall expressly not include the following, except occurring as a result of
a Force Majeure Event:

- any occurrence or event that merely increases the costs or causes an economic
hardship to a Party;
- unavailability, late delivery or changes in cost of plant, machinery, equipment,
materials, spare parts, fuel or consumables for the Project;
- any delay in the performance by any contractor(s) sub-contractor(s) or their
agents
- non-performance resulting from normal wear and tear typically experienced in
power generation material and equipment;
- non-performance caused by, or connected with, non-performing Party's

a. negligent or intentional acts, errors or omissions;

b. failure to comply with any of the Applicable Laws; or

c. breach of, or default under this Agreement.

9.8 The obligation by a Party to pay any undisputed amount which is due shall continue
even during the occurrence of Force Majeure Event.

ARTICLE 10: EVENTS OF DEFAULT AND TERMINATION

10.1 This Agreement may be terminated in the following events:

(a) the expiry of Term of this Agreement as per Article 2.1;

(b) termination under this Article 10 of the Agreement;

(c) termination due to extended Force Majeure as per Article 9.1 of this Agreement;

(d) by mutual consent of the Parties;

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10.2 Generator Events of Default

The occurrence and continuation of any of the following events, unless any such event
occurs as a result of Force Majeure event shall constitute a Generator event of default
(“Generator Event of Default”):

(a) Material breach of any of the provisions of this Agreement or the Shareholders’
Agreement which is not rectified within 15 days’ notice issued by the Consumer;

(b) Bankruptcy, liquidation or dissolution of the Generator, except for the purpose of a
merger, consolidation or reorganisation that does not affect the ability of the
resulting entity to perform all its obligations under this Agreement and provided
that such resulting entity expressly assumes all such obligations;

10.3 Consumer Event of Default

The occurrence and continuation of any of the following events, unless any such event
occurs as a result of Force Majeure event shall constitute a Consumer Event of Default
(“Consumer Event of Default”):

(a) The Consumer fails to commence off-take from the Commencement Date or is not
able to draw the Electricity supplied for a continuous period of more than three
months;

(b) Material breach of any of the provisions of this Agreement or the Shareholders’
Agreement, which is not rectified within 15 days’ notice issued by the Generator;

(c) If (i) the Consumer seeks statutory relief with regard to payments of debts due or
becomes voluntarily or involuntarily the subject of any bankruptcy or insolvency or
winding up proceedings and such proceedings remain uncontested for a period of
30 (thirty) days, or (ii) the Consumer goes into liquidation or dissolution or has a
receiver or any similar officer appointed over all or substantially all of its assets or
official liquidator is appointed to manage its affairs, pursuant to Law, except where
such dissolution or liquidation of the Consumer is for the purpose of a merger,
consolidation or reorganization and where the resulting entity has the financial
standing to perform its obligations under this Agreement and creditworthiness
similar to the Consumer and expressly assumes all obligations of the Consumer
under this Agreement and is in a position to perform them;

(d) Failure to make payment of any invoice from the Power Producer, excluding
disputed charges, within 7 days after the Due Date for Invoice Payment under this
Agreement.

10.4 Procedure and Consequence on the Occurrence of Generator’s Event of Default

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10.4.1 Upon the occurrence and continuation of any Generator’s Event of Default, the
Consumer shall have the right to deliver to the Generator a notice of its intention to
terminate this Agreement (“Consumer’s Preliminary Default Notice”), which shall
specify in reasonable detail the event of default leading to serving of Consumer’s
Preliminary Default Notice. The Consumer may also simultaneously serve a copy of
the Consumer’s Preliminary Default Notice on the Generator’s lender/financing party.

10.4.2 Upon serving the Consumer’s Preliminary Default Notice, a consultation period of
thirty (30) days (“Consultation Period”) shall apply and it shall be the responsibility
of the Parties to discuss as to what steps shall be taken with a view to mitigate the
consequences of the relevant Event of Default having regard to all the circumstances.

10.4.3 During the Consultation Period, the Parties shall continue to perform their respective
obligations under this Agreement.

10.4.4 Upon the occurrence and continuation of the Generator’s Event of Default and the
failure by the Generator to cure such default within a period of 60 days after the expiry
of the Consultation Period or such other period mutually agreed between the Parties,
the Generator’s lenders/financing parties shall have the right to seek substitution of
CleanMax by a Selectee (as defined below) for the residual period of this Agreement
for the purpose of performing the obligations of the Generator. For the purpose of this
Article, a Selectee means a new company (i) proposed by the lenders/financing party;
(ii) or proposed by the Consumer in accordance with Annexure 6 hereof and approved
by the lenders/financing party, for substituting the Generator for the residual period of
the Agreement by amendment of the Agreement or by execution of a fresh energy
supply agreement in accordance with the terms and conditions contained in the said
Annexure 6.

10.4.5 In the event the lender/financing parties’ total debt obligations have been completely
satisfied at the time of issue of Consumer’s Preliminary Default Notice and upon the
occurrence and continuation of the Consumer’s Event of Default and the failure by the
Generator to cure such default within 60 days of the expiry of the Consultation Period
or the time frame mutually agreed between the Parties during the Consultation Period,
the Consumer may terminate this Agreement by serving a fifteen (15) days’ notice to
the Generator (“Consumer’s Termination Notice”). The Generator shall be liable to
pay any statutory dues/expenses to government agencies such as
DISCOM/TRANSCOM that may arise (e.g., LTOA relinquishment charges), if any, as
a result of such termination.

10.5 Procedure on the Occurrence of Consumer’s Event of Default.

10.5.1 Upon the occurrence and continuation of any Consumer’s Event of Default, the
Generator shall have the right to deliver to Consumer a notice of its intention to
terminate this Agreement (“Generator Preliminary Default Notice”), which shall
specify in reasonable detail, the circumstances giving rise to the issue of such notice.

22
10.5.2 Following the issue of Generator Preliminary Default Notice, the Consultation Period
or such longer period as the Parties may mutually agree, shall apply and it shall be the
responsibility of the Parties to discuss as to what steps shall be taken with a view to
mitigate the consequences of the relevant Event of Default having regard to all the
circumstances.

10.5.3 During the Consultation Period, the Parties shall continue to perform their respective
obligations under this Agreement.

10.5.4 Upon the occurrence and continuation of the Consumer’s Default and the failure by the
Consumer to cure such default within 60 days after the Consultation Period or the
applicable cure period determined by the Parties during the Consultation Period, the
Generator shall have the right to terminate this Agreement by serving a 15 days’ notice
to the Consumer (“Generator’s Termination Notice”).

10.5.5 Upon such termination, Consumer shall be liable to pay termination penalty to the
Generator as indicated against the corresponding year in Annexure 4. Additionally, in
the event of any such termination within the Lock-in Period, the Consumer shall be
liable to pay termination penalty equivalent to loss in revenue to the Generator
calculated as the Average Monthly Energy Charges until end of Lock-in Period or
Average Monthly Energy Charges for 18 months, whichever is higher. Further the
Consumer shall also be liable to pay any statutory dues/expenses to government
agencies such as DISCOM/TRANSCOM that may arise (e.g., LTOA relinquishment
charges), if any, as a result of such termination.

10.6 Termination for Convenience

The Consumer may terminate this Agreement without cause by issuing a 12 (twelve)
month notice to the Generator after the Lock-in Period (“Termination for
Convenience by Consumer”). In such event, the Consumer would be liable to make a
termination payment to the Generator, as per Annexure 4. This termination payment
will be billed as additional tariff in the last month of Supply. It is clarified that the
Consumer shall not be entitled to issue a notice for Termination for Convenience by
Consumer during the first 15 years of this Agreement, which shall be the Lock-in
Period. Further, the Consumer shall be liable to pay any statutory dues/expenses to
government agencies such as DISCOM/TRANSCOM that may arise (e.g., LTOA
relinquishment charges), if any, as a result of such termination.

The Generator may terminate this Agreement without cause by issuing a 12 (twelve)
month notice to the Consumer after the Lock-in Period (“Termination for
Convenience by Generator”). It is clarified that the Generator shall not be entitled to
issue a notice for Termination for Convenience by Generator during the first 15 years
of this Agreement, which shall be a Lock-in Period. Further, the Generator shall be
liable to pay any statutory dues/expenses to government agencies such as

23
 DISCOM/TRANSCOM that may arise (e.g., LTOA relinquishment charges), if any, as
a result of such termination.

“Termination for Convenience” shall refer to Termination for Convenience by

Consumer or Termination for Convenience by Generator, as the case may be.

10.7 Termination in case of business exigency

On account of business exigency, if the Consumer’s Total Electricity Consumption

reduces to less than 50% of the Contracted Quantity under this Agreement for a
continuous period of 6 months, (“Evaluation Period”), the Parties shall have the
option to mutually downsize the capacity of the Project and the Contracted Quantity in
proportion to match the revised consumption by giving a 12 months’ notice. For the
portion of the Contracted Quantity that is proposed to be downsized, the Consumer
shall first be required to consume the power through any of its other facilities within
the state of Gujarat. If the Consumer is unable to offtake power from the portion of the
Contracted Quantity that is proposed to be downsized through its alternate facilities in
the state, then the Consumer shall have the option to reduce the Contracted Quantity to
the extent of its consumption upon serving a notice of 12 (twelve) months without any
penalty to the Generator. Further the Consumer shall also be liable to pay any statutory
dues/expenses to government agencies such as DISCOM/TRANSCOM that may arise
(e.g., LTOA relinquishment charges), if any, as a result of such downsizing.

The Consumer shall continue to pay to the Generator, the Tariff for the entire
Contracted Quantity during the 12 months’ notice period. If during the said 6 months’
notice period, the Consumer or Generator find a new consumer meeting the lender’s
requirements, the obligation to pay the Tariff shall pass onto such new consumer.
However, the responsibility of the Consumer to pay the Tariff to the Generator for the
entire Contracted Quantity shall continue until the new consumer has signed the
relevant agreements, acquired the Consumer’s shares in the Generator, and relevant
Consents and Approvals have been received to allow for commencement of Electricity
supply to the new consumer. In case the tariff contracted with the new consumer is
lower than the Tariff under this Agreement, the Consumer shall pay the Generator for
the loss of revenue to the Generator for the remainder of the Lock-in Period, discounted
at a rate of 12%. Further the Consumer shall also be liable to pay any statutory
dues/expenses to government agencies such as DISCOM/TRANSCOM that may arise
(e.g., LTOA relinquishment charges), if any, as a result of such termination and/or
shifting of Electricity Supply from the Consumer to the new consumer.

Termination of part of whole of this Agreement shall be without prejudice to the

accrued rights and liabilities of the Parties as on the date of termination, unless waived
in writing by the Parties.

10.8 Termination in case of permanent closure of facilities in Gujarat: If the Consumer’s

facility(ies) drawing Electricity under this Agreement are permanently shut down at
any point of time during the agreement, then the Consumer shall be obliged to consume

24
 the Electricity generated in an alternative facility in Gujarat and in case there is no
alternate facility where the power may be consumed then the Consumer may terminate
the Agreement without a penalty by giving a 12 months’ notice period. The Consumer
shall also be liable to pay any statutory dues/expenses to government agencies such as
DISCOM/TRANSCOM that may arise (e.g., LTOA relinquishment charges), if any, as
a result of such termination and/or shifting of Electricity Supply from one facility to
another.

ARTICLE 11: CHANGE IN LAW

11.1 Change in Law for the purposes of this Agreement shall mean the occurrence of any of
the following events (each a “Change in Law”) from the date of execution of this
Agreement:

a) the enactment, coming into effect, adoption, promulgation, modification or

repeal (without re-enactment or consolidation) in India, of any law, including
rules and regulations framed pursuant to such law; or
b) a change in the interpretation or application of any Law by any Government
Instrumentality having the legal power to interpret or apply such Law or any
competent court of law; and
c) change in the interpretation of any Applicable Laws pertaining to compliance
of the Captive Rules or provision thereof by a Government Authority whose
interpretation is binding; and

11.2 Upon the occurrence of any Change in Law event listed in Article 11.1 (a) to (c) above
that has an impact on the Project, the affected Party should notify the other Party (in
writing) regarding the details of such Change in Law event and its impact on the Supply
of Electricity as contemplated (“Change in Law Notice”).

11.3 It is clarified, that any change in the rates of taxes, cesses, duties, charges, levies or
introduction of any tax, charge, duty, cess, costs, levies or other impositions by any
Government Authority including wheeling and banking charges, transmission costs and
losses in relation to the generation, supply, purchase wheeling, banking, transmission,
and consumption of Electricity under this Agreement shall not constitute Change in
Law and the Consumer shall continue to be liable to pay all taxes, charges, duties, cess,
costs, losses, levied in cash or in kind, by any Government Authority including
DISCOM/TRANSCOM/SLDC, for generation, supply, purchase wheeling, banking,
transmission, and consumption of Electricity from the Project.

11.4 Upon receipt of a Change in Law Notice for events in Section 11.1 (a) to (c), the Parties
may discuss the effect of the Change in Law and if mutually agreed between the Parties,
amend the Agreement to protect mutual interest, and to put the Generator in the same
economic position, as it would have enjoyed prior to the occurrence of such a Change
in Law event, to the extent possible.

25
11.5 In the event the Change in Law affects the Captive Rules, the Parties shall endeavour
in good faith to restructure the existing arrangement under this Agreement in order to
retain the captive status of the Project and to comply with the Captive Rules or other
legal requirements on an ongoing basis.

ARTICLE 12: DISPUTE RESOLUTION & ARBITRATION

12.1 Governing law

This Agreement shall be governed by and construed in accordance with the laws of the
Republic of India, and subject to Article 12.2 below, the courts in Mumbai shall have
the exclusive jurisdiction to settle any dispute arising out of or in connection with this
Agreement.

12.2 Arbitration

12.2.1 Dispute Resolution. Any dispute or claim arising out of or in connection with or relating
to this Agreement including, but not limited to, any dispute regarding its existence,
validity, construction, interpretation, breach, termination or enforceability (“Dispute”),
shall be addressed by the Parties and resolved pursuant to this Article 12.2.

12.2.2 Amicable Settlement. Any and all Disputes between the Parties arising out of or in
connection with this Agreement or its performance (including the validity of this
Agreement) shall, so far as is possible, be settled amicably between the Parties.

12.2.3 Referral to Arbitration. If after a period of 45 (forty-five) Business Days from such
Dispute, the Parties have failed to reach an amicable settlement, such Dispute shall, at
the request in writing of any Party to such Dispute or claim (“Dispute Notice”) be
settled by binding arbitration by a sole arbitrator (“Arbitrator”) appointed in
accordance with the Arbitration and Conciliation Act, 1996, as amended from time to
time.

12.2.4 Conduct of Arbitration. All arbitration proceedings shall be conducted in the English
language and the venue of arbitration shall be Mumbai. The Arbitrator shall decide any
such Dispute or claim strictly in accordance with the governing law specified in Article
12.1. The Parties agree that the competent court in Mumbai shall have the jurisdiction
to entertain any proceedings in relation to the Arbitration, including but not limited to
proceedings for interim relief before, pending or post the Arbitration, and enforcement
of the arbitral award.

12.2.5 Cost of Arbitration: From the commencement of Arbitration the costs and expenses of
the Arbitration, including, without limitation, the fees of the Arbitrator and Arbitration
Centre, shall be paid equally by each Party to the Dispute. Each Party shall pay its own
expenses and fees, disbursements and other charges of its counsel. However, the
Arbitrator shall award costs of the Arbitration (including any administration fee of the

26
 Arbitration Centre, fees of the Arbitrators and venue and counsel fees of the winning
Party) to be paid by the losing Party.

12.2.6 Expeditious Proceedings. The Parties intend that any arbitral proceedings instituted
pursuant to this Agreement shall be conducted as expeditiously as possible.
Accordingly, the Parties agree that the Arbitrator shall be guided by this intention in
deciding upon any procedural time limit or any request by either Party affecting the
progress of the proceedings.

12.2.7 Final and Binding. Any award made by the Arbitrator shall be final and binding on each
of the Parties.

ARTICLE 13: REPRESENTATIONS AND WARRANTIES

Each of the Parties hereby represents and warrant to the other as follows:

13.1 Such party is a Company incorporated under the Companies Act, 1956 and is qualified
to perform its obligations under this Agreement.

13.2 Such Party has the full power and authority to enter into, execute and deliver this
Agreement and to perform the transactions contemplated hereby and, such Party is duly
incorporated or organised with limited liability and existing under the laws of India.

13.3 The execution and delivery by such Party of this Agreement and the performance by
such Party of the transactions contemplated hereby have been duly authorised by all
necessary corporate or other action of such Party;

13.4 This Agreement constitutes the legal, valid and binding obligation of such Party,
enforceable against such Party in accordance with its terms; and

13.5 The execution, delivery and performance of this Agreement by such Party and the
consummation of the transactions contemplated hereby shall not:

(a) violate any provision of the constitutional documents of such Party;

(b) require such Party to obtain any consent or approval of any person pursuant to any
instrument, contract or other agreement to which such Party is a party or by which
such Party is bound, other than any such consent, approval, action or filing that has
already been duly obtained or made;

(c) conflict with or result in any material breach or violation of any of the terms and
conditions of, or constitute (or with notice or lapse of time or both constitute) a
default under, any instrument, contract or other agreement to which such Party is a
party or by which such Party is bound;

27
 (d) violate any order, judgement or decree against, or binding upon, such Party; or

(e) violate any Applicable Laws.

ARTICLE 14: MISCELLANEOUS

14.1 Specific Performance

Each of the Parties shall be entitled to sue for specific performance or such other
equitable relief as a court of competent jurisdiction may deem necessary or appropriate
to restrain the other Party from committing any violation of, or to enforce the
performance of, the covenants, representations and obligations contained in this
Agreement. These injunctive remedies are cumulative and are in addition to any other
rights and remedies, which the Parties may have at Law or in equity.

14.2 Indemnity

14.2.1 Each Party shall indemnify, defend and hold harmless the other Party and its officers,
directors, employees, and agents, harmless from any claims by third parties with respect
to damage to tangible property, personal injury or death caused by such Party's
negligence or wilful misconduct, fraud, breach of representations or warranties and / or
violation of Applicable Laws.

14.2.2 The foregoing remedies are in addition to other remedies set forth in this Agreement or
otherwise available to the Parties in accordance with Applicable Laws.

14.2.3 In no event shall either Party be liable to the other Party in connection with this
Agreement or the arrangements contemplated hereby for any indirect, incidental,
consequential, punitive, special or other similar damages, whether or not due to the fault
or negligence of a Party, and regardless of whether the other Party has been advised of
the possibility of such damages or losses. The limitations of liability above shall apply
to any such damages, however caused and regardless of the theory of liability, whether
derived from contract, tort (including, but not limited to, negligence), or any other legal
theory, even if a Party has been advised of the possibility of such damages and
regardless of whether the limited remedies available under this agreement fail of their
essential purpose.

14.3 Severability

Should any provision of the Agreement be or become void or illegal or unenforceable

in full or in part, the validity or enforceability of the other provisions (including the
remainder of the provision which has been held to be partly invalid or illegal) of the
Agreement shall not be affected and shall continue in full force and effect. The Parties
will, however, use their best endeavours to agree on the replacement of the void, illegal

28
 or unenforceable provision(s) with legally acceptable clauses which correspond as
closely as possible to the sense and purpose of the affected provision and the Agreement
as a whole.

14.4 Confidential Information

Generator shall not disclose to any third party, any Confidential Information
(hereinafter defined) that it receives from Consumer or otherwise in connection with
the performance of this Agreement. As used herein, the term “Confidential
Information” refers to any and all financial, technical, commercial, or other
information concerning the business and affairs of Consumer, including, without
limitation, any cost or pricing information, contractual terms and conditions, marketing
or distribution data, business methods or plans. Confidential Information does not
include information which (i) becomes generally available to the public other than as a
result of a disclosure by Generator, (ii) was available to a Party on a non-confidential
basis prior to its disclosure by the other Party or in connection with the performance by
such Party of its obligations under this Agreement, or (iii) becomes lawfully available
to a Party on a non-confidential basis from an independent third party. Generator will
not use Confidential Information for any purpose other than carrying out its obligations
as set forth in this Agreement. Generator further agrees to comply at all times with all
security procedures in effect at Consumer's premises and externally for information
belonging to Consumer or for which Consumer is responsible.

14.5 Notices

Any notices or other documents required to be delivered under this Agreement shall be
in writing and shall be sufficient if personally delivered with written acknowledgment
of said delivery by the recipient; or if sent by courier with written receipt by the courier
of delivery. Any notices shall be delivered to the following locations, unless same is
changed by written notice to the other Party in accordance with this Agreement.

If to Generator:
Attn: Director
Clean Max ______ Private Limited

Kuldeep Jain
Email id – [email protected]

If to Consumer:
Attn: ____________
____________ Limited

Name: ____________
Designation: ____________
Email id - ____________

29
 or to such other address as either Party shall have furnished to the other in accordance
herewith. Notices and communications shall be effective when actually received by
the addressee.

14.6 In the event that any one or more of the provisions contained in this Agreement shall
be held to be unenforceable, such provision(s) shall be deemed not to have been written
and shall not affect any other provisions of this Agreement provided that this
Agreement may reasonably continue without such provision(s).

14.7 The failure of either Party to enforce at any time or for any period of time any of the
provisions of this Agreement shall not constitute a waiver of such provisions or the
right of such Party to enforce each and every provision.

14.8 This Agreement (including any Annexures, Schedules and Exhibits incorporated
herein) contains the entire understanding between the Parties relating to the subject
matter hereof and shall supersede any and all promises, representations, warranties,
undertakings or other statements with respect to the subject matter hereof, whether
written or oral, made by or on behalf of one Party to the other of any nature whatsoever
or contained in any document given by one Party to the other. The captions of this
Agreement are not part of the provisions hereof and shall have no force or effect. This
Agreement may not be amended or modified otherwise than by a written agreement
executed by the Parties hereto or their respective successors or legal representatives.

30
IN WITNESS THEREOF, the Parties hereto have caused this Agreement to be executed by
their fully authorized officers, and copies delivered to each Party, as of the day and year first
above stated.

SIGNED AND DELIVERED on SIGNED AND DELIVERED on

behalf of the above named Clean behalf of the above named
Max ______Private Limited acting _____________ Limited acting
through its Authorized Signatory, through its Authorized Signatory,
Name Name
Designation Designation

In presence of witnesses: In presence of witnesses:

1. 1.

2. 2.

31
ANNEXURE 1: CALCULATION OF NET LANDED COST OF
POWER

The following model illustrates the calculation of Net Landed Cost of Power:
Net Landed Cost of Power = [{(Tariff + wheeling charge + captive tax + any other
variable charges) x energy supplied} + {transmission charges + SLDC operating
charges + any other fixed charges} x Project capacity] / [Electricity supplied x (1-LT) x
(1-LW) x (1-LB) x (1- LO)],

Where,
LT = Transmission losses levied in kind
LW = Wheeling losses levied in kind
LB = Banking charges/losses levied in kind
LO = any other applicable losses levied in kind

Shown below are the charges and losses for the Consumer connected at 66 kV level. This
estimate may vary in future depending on the relevant regulation at that point in time.

Particulars Remarks
Tariff offered by
A [•]
Generator (Rs./kWh)
Transmission and 3.60% Transmission Loss.
B1 3.60%
wheeling (%) No Wheeling Loss applicable
Lapsed units as per lapse
calculation; Banking charges
Lapsed units and
B2 1.01% at 8% of banked units
banking charges (%)
considered as per green
energy open access rules 2022
Tariff after losses C=A/(1-B1-
[•]
(Rs./kWh) B2)
Wheeling charges D 0.00 NA for 66 kV
INR 4113.16/MW/day
Transmission charges E 0.36
expressed on a per unit basis
Operating charges F 0.01 Assumed at 0.01/kWh
Electricity duty G 0.00 Exempt for renewable sources
Multiple location drawl Applicable on wheeling
H 0.05
charge power to more than 1 location
Cross subsidy surcharge I 0.00 NA for captive projects
Additional surcharge J 0.00 NA for captive projects
K=D+E+F
Subtotal of charges 0.42
+G+H+I+J
Net Landed Cost of
L=K+C [•]
Power (Rs./kWh)

32
Shown below are the charges and losses for the Consumer connected at 11 kV level. This
estimate may vary in future depending on the relevant regulation at that point in time.

Particulars Remarks
Tariff offered by
A [•]
Generator (Rs./kWh)
Transmission and 3.60% Transmission Loss.
B1 13.10%
wheeling (%) 9.50% Wheeling Loss
Lapsed units as per lapse
calculation; Banking charges
Lapsed units and
B2 1.01% at 8% of banked units
banking charges (%)
considered as per green
energy open access rules 2022
Tariff after losses C=A/(1-B1-
[•]
(Rs./kWh) B2)
Wheeling charges D 0.17 INR 0.1731/kWh
INR 4113.16/MW/day
Transmission charges E 0.40
expressed on a per unit basis
Operating charges F 0.01 Assumed at 0.01/kWh
Electricity duty G 0.00 Exempt for renewable sources
Multiple location drawl Applicable on wheeling
H 0.05
charge power to more than 1 location
Cross subsidy surcharge I 0.00 NA for captive projects
Additional surcharge J 0.00 NA for captive projects
K=D+E+F
Subtotal of charges 0.63
+G+H+I+J
Net Landed Cost of
L=K+C [•]
Power (Rs./kWh)

33
ANNEXURE 2: CALCULATION OF GRID TARIFF
The component of the cost of Electricity from the Grid which is replaced by Electricity
Supplied from the Project is called the Grid Tariff. It is calculated as below:

Grid Tariff
Grid
Bill Item Rate Units/basis Variable Remarks
Cost
Fixed Cost, therefore, not part of
Demand slabwise per kVA 0.00
Variable cost
Energy
4.30 per kWh 4.30
Charges
Night -0.43 per kWh -0.13 Calculated
Normal 0.00 per kWh 0.00 Calculated
No peak hour setoff considered as
TOU 0.85 per kWh 0.00 per Gujarat Renewable Energy
Policy – 2023
Fuel Charge 3.35 per kWh 3.35 Average
PF Incentive -2.50% per unit -0.11 Average
of above 15% of (Total EC + Fuel Charge +
Electricity Duty 15% 1.11
charges PF Incentive)
of energy
EHV Rebate 0.00% 0.00 Not Applicable
charges
Grid Variable Cost per kWh 8.53

34
ANNEXURE 3: TARIFF

Contract
Tariff (₹/kWh)
Year (n)
1 [•]
2 [•]
3 [•]
4 [•]
5 [•]
6 [•]
7 [•]
8 [•]
9 [•]
10 [•]
11 [•]
12 [•]
13 [•]
14 [•]
15 [•]
16 [•]
17 [•]
18 [•]
19 [•]
20 [•]
21 [•]
22 [•]
23 [•]
24 [•]
25 [•]

35
ANNEXURE 4: TERMINATION PENALTY

Termination payment for Termination for Convenience by

Year Consumer or Termination Due to Consumer Event of Default (in
months of revenue)
1 Lock-in Period
2 Lock-in Period
3 Lock-in Period
4 Lock-in Period
5 Lock-in Period
6 Lock-in Period
7 Lock-in Period
8 Lock-in Period
9 Lock-in Period
10 Lock-in Period
11 Lock-in Period
12 Lock-in Period
13 Lock-in Period
14 Lock-in Period
15 Lock-in Period
16 [-]
17 [-]
18 [-]
19 [-]
20 [-]
21 [-]
22 [-]
23 [-]
24 [-]
25 [-]

In months of revenue shall mean one Month worth of estimated energy charges (“Average
Monthly Energy Charges”) multiplied by the number of months mentioned in the above
table, payable by the Consumer to the Generator;

Average Monthly Energy Charges = (1/12) * Contracted Quantity in the Contract Year of
termination * Tariff

Hence, termination payment by Consumer in ₹ million as per above table = Average

Monthly Energy Charges * number of months as per termination schedule above,
corresponding to the termination year.

The Tariff shall be as applicable during the corresponding Contract Year

36
ANNEXURE 5: FACILITIES

Facility 1:

Name: [-]
Address: [-]
RR Number: [-]
Connection ID: [-]

Facility 2:

Name: [-]
Address: [-]
RR Number: [-]
Connection ID: [-]

Facility 3:

Name: [-]
Address: [-]
RR Number: [-]
Connection ID: [-]

37
ANNEXURE 6: SUBSTITUTION RIGHTS OF THE LENDERS

1. Substitution of the Generator

The Generator’s lenders/financing parties (“Lenders”) may seek to exercise right of

substitution by an amendment or novation of the Agreement executed between the Parties in
favour of the Selectee, The Parties shall cooperate with the Lenders to carry out such
substitution.

2. Substitution Notice

Upon the occurrence and continuation of Generator’s Event of Default and the failure by the
Generator to cure such default within the applicable cure period specified in Article 10.4.4 of
this Agreement, the Lenders, upon receipt of a written advice from the Consumer confirming
such failure, shall be entitled to notify the Parties of the intention of the Lenders to substitute
the CleanMax by the Selectee for the residual period of this Agreement (the “Substitution
Notice”).

3. Interim operation of Plant

a) On receipt of a Substitution Notice, no further action shall be taken by any Party

to terminate this Agreement, except under and in accordance with the terms of
this Annexure 5 of this Agreement.

b) On issue of a Substitution Notice, the Generator shall have the duty and obligation
to continue to operate the Project in accordance with this Agreement till such time
as the Selectee is finally substituted.

d) The Lenders shall, simultaneously have the right to commence the process of
substitution of CleanMax by the Selectee in accordance with these terms and
CleanMax hereby irrevocably consents to the same.

4. Criteria for selection of the Selectee.

The Lenders shall in addition to any other criteria that it may deem fit and necessary, apply the
following criteria in the selection of the Selectee:

a) the Selectee shall possess the technical and financial capability to perform and
discharge all the residual duties, obligations and liabilities of CleanMax.

b) the Selectee shall have the capability and shall unconditionally consent to assume
the liability for the payment and discharge of dues, if any, of the Generator to the
Consumer under and in accordance with this Agreement and also payment of the
Lenders upon terms and conditions as agreed to between the Selectee and the
Lender;

38
c) any other appropriate criteria, whereby continuity in the performance of the
Selectee’s obligations under this Agreement is maintained and the security in
favour of the Lender is preserved.

39
ANNEXURE 7: CONTRACTED QUANTITY FOR EVERY
CONTRACT YEAR

Below is an indication of the year wise and Contracted Quantity (kWh) at average turbine
hub-height of 140 m wind speed of 8.00 m/s and global horizontal solar irradiation of 2023.9
kWh/m2

Contracted Quantity ([•] MW Wind & [•] MWp Solar)

Year
Contracted Quantity
[•] MW Wind [•] MWp Solar
(Total Wind + Solar)
1 [•] [•] [•]
2 [•] [•] [•]
3 [•] [•] [•]
4 [•] [•] [•]
5 [•] [•] [•]
6 [•] [•] [•]
7 [•] [•] [•]
8 [•] [•] [•]
9 [•] [•] [•]
10 [•] [•] [•]
11 [•] [•] [•]
12 [•] [•] [•]
13 [•] [•] [•]
14 [•] [•] [•]
15 [•] [•] [•]
16 [•] [•] [•]
17 [•] [•] [•]
18 [•] [•] [•]
19 [•] [•] [•]
20 [•] [•] [•]
21 [•] [•] [•]
22 [•] [•] [•]
23 [•] [•] [•]
24 [•] [•] [•]
25 [•] [•] [•]

40