AZURE POWER GLOBAL LIMITED Equity Shares UNDERWRITING AGREEMENTUnderwriting Agreement • June 30th, 2016 • Azure Power Global LTD • Electric services • New York
Azure Power Global Limited, a public company limited by shares incorporated under the laws of Mauritius (the “Company”), and DEG—Deutsche Investitions—Und Entwicklungsgesellschaft mbH (the “Selling Stockholder”) propose to sell [ • ] equity shares (the “Firm Stock”) of the Company’s Equity Shares, par value $0.01 per equity share (the “Equity Shares”). Of the [ • ] Equity Shares of the Firm Stock, [ • ] are being sold by the Company and [ • ] are being sold by the Selling Stockholder. In addition, the Company proposes to grant to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement (this “Agreement”) an option to purchase up to [ • ] additional Equity Shares on the terms set forth in Section 2 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock”. This Agreement is to confirm the agreement concerning the purchase of the Stock from the Company and the Selling Stockholder by the Underwriter
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 15th, 2016 • Azure Power Global LTD • Electric services • Delaware
This Indemnification Agreement (this “Agreement”) is entered into as of , by and between Azure Power Global Limited, a Mauritius company (the “Company”) and (the “Indemnitee”).
AMENDMENT AGREEMENT TO THE EXECUTIVE EMPLOYMENT AGREEMENT BETWEEN AZURE POWER INDIA PRIVATE LIMITED AND MURALI SUBRAMANIANExecutive Employment Agreement • July 28th, 2021 • Azure Power Global LTD • Electric services
This AMENDMENT AGREEMENT (“Amendment Agreement”) is entered into as of July 20, 2020 by and between Azure Power India Private Limited (the “Company”) and Murali Subramanian (the “Executive”, and together with the Company, the “Parties”).
SUBSCRIPTION AGREEMENTSubscription Agreement • June 19th, 2020 • Azure Power Global LTD • Electric services • New York
This subscription agreement (this “Agreement”) is entered into as of November 6, 2019, by and between Azure Power Global Limited, a public company limited by shares incorporated under the laws of Mauritius (the “Company”), and CDPQ Infrastructures Asia Pte Ltd., a company organized and existing under the laws of Singapore (the “Purchaser”).
AMENDMENT TO THE SHAREHOLDERS AGREEMENTShareholders Agreement • April 19th, 2016 • Azure Power Global LTD • Electric services
AMENDMENT TO THE SPONSOR LOCK-IN AGREEMENTSponsor Lock-in Agreement • April 19th, 2016 • Azure Power Global LTD • Electric services
Subscription Agreement BETWEEN AZURE POWER INDIA PRIVATE LIMITED AND MR. INDERPREET SINGH WADHWA AND MR. HARKANWAL SINGH WADHWA AND INTERNATIONAL FINANCE CORPORATION Dated June 24, 2015Subscription Agreement • December 16th, 2015 • Azure Power Global LTD • Electric services
IW and HW shall hereinafter be collectively referred to as “Sponsors” and individually as “Sponsor”. The Sponsors, the Investor and the Company shall hereinafter be collectively referred to as “Parties” and individually be referred to as “Party”.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 12th, 2023 • Azure Power Global LTD • Electric services • Delhi
EMPLOYEE EMPLOYMENT AGREEMENTEmployment Agreement • October 12th, 2023 • Azure Power Global LTD • Electric services • Delhi
AMENDMENT TO THE SPONSOR LOCK-IN AGREEMENTSponsor Lock-in Agreement • September 22nd, 2016 • Azure Power Global LTD • Electric services
EMPLOYMENT CONTRACTEmployment Agreement • December 16th, 2015 • Azure Power Global LTD • Electric services
Azure Power India Private Limited, a company under the Companies Act, 1956 and having its registered office at A-11, Kailash Colony, New Delhi 110048, India (hereafter referred to as the “Company” which expression shall mean and include the said company, its executors, assigns and successors- in-interest) of the First Part;
EXECUTIVE RELEASE AGREEMENTExecutive Release Agreement • October 12th, 2023 • Azure Power Global LTD • Electric services
This Executive Release Agreement (“Agreement”) is entered into on July 11, 2023 (“Execution Date”), and is deemed to be effective from July 10, 2023 (“Effective Date”), at New Delhi by and between:
SPONSOR LOCK-IN AGREEMENT INTERNATIONAL FINANCE CORPORATION AND HELION VENTURE PARTNERS II, LLC AND HELION VENTURE PARTNERS INDIA II, LLC AND FC VI INDIA VENTURE (MAURITIUS) LTD. AND IFC GIF INVESTMENT COMPANY I AND IW GREEN INC. AND INDERPREET SINGH...Sponsor Lock-in Agreement • April 19th, 2016 • Azure Power Global LTD • Electric services • England and Wales
(Helion Partners and Helion India are collectively referred to as “Helion”. Helion, FC, IFC and GIF are collectively referred to as the “Investors” or the “Entitled Investors”. The Investors, IW Green and IW are collectively referred to as the “Parties” and individually as a “Party”.)
AMENDMENT TO THE SHAREHOLDERS AGREEMENTShareholders Agreement • October 3rd, 2016 • Azure Power Global LTD • Electric services
RETAINERSHIP AGREEMENTRetainership Agreement • October 12th, 2023 • Azure Power Global LTD • Electric services
Azure Power Fifty Two Pvt. Ltd., a company registered and incorporated under the Companies Act, 1956 and having its registered office at 5th Floor, Southern Park, D-II, Saket, New Delhi – 17 (hereinafter referred to as “Azure/ Company”), which expression shall unless repugnant to the context or meaning thereof, be deemed to include its group companies, sister concerns successors and permitted assigns)
AZURE POWER ENERGY LTD as Company AZURE POWER GLOBAL LIMITED as Parent CITICORP INTERNATIONAL LIMITED as Trustee, Notes Collateral Agent and Common Collateral Agent INDENTURE Dated as of August 3, 2017 5.50% SENIOR NOTES DUE 2022Indenture • June 15th, 2018 • Azure Power Global LTD • Electric services • New York
INDENTURE dated as of August 3, 2017 among Azure Power Energy Ltd, a public company with limited liability incorporated under the laws of Mauritius (the “Company”), Azure Power Global Limited, a public company with limited liability incorporated under the laws of Mauritius (the “Parent”) and Citicorp International Limited, as trustee (the “Trustee”), notes collateral agent (the “Notes Collateral Agent”) and common collateral agent (the “Common Collateral Agent” and together with the Notes Collateral Agent, the “Collateral Agents”).
SHAREHOLDERS AGREEMENT DATED: 22 JULY, 2015 BY AND AMONGST AZURE POWER GLOBAL LIMITED AND AZURE POWER INDIA PRIVATE LIMITED AND MR. INDERPREET SINGH WADHWA AND MR. HARKANWAL SINGH WADHWAShareholder Agreement • December 16th, 2015 • Azure Power Global LTD • Electric services
IN WITNESS WHEREOF, the below mentioned Parties have hereunto set their hands on the day month and year first hereinabove mentioned.
AZURE POWER ENERGY LTD as CompanyIndenture • October 12th, 2023 • Azure Power Global LTD • Electric services • New York
INDENTURE dated as of August 19, 2021 among Azure Power Energy Ltd, a public company with limited liability incorporated under the laws of Mauritius (the “Company”), Azure Power Global Limited, a public company with limited liability incorporated under the laws of Mauritius (the “Parent”) and HSBC Bank USA, National Association, as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”).
EXECUTIVE RELEASE AGREEMENTExecutive Release Agreement • October 12th, 2023 • Azure Power Global LTD • Electric services
This Executive Release Agreement (“Agreement”) is entered into on August 29, 2022 (“Execution Date”), and is deemed to be effective from August 29, 2022 (“Effective Date”), at New Delhi by and between:
MASTER SHARE PURCHASE AGREEMENTMaster Share Purchase Agreement • July 28th, 2021 • Azure Power Global LTD • Electric services
This master share purchase agreement (“Agreement”) is made on this 1st day of April 2021 (“Execution Date”) in New Delhi by and amongst:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 30th, 2016 • Azure Power Global LTD • Electric services • New York
REGISTRATION RIGHTS AGREEMENT, dated as of , 2016 (this “Agreement”), by and between Azure Power Global Limited, a company incorporated under the laws of Mauritius (the “Company”), and International Finance Corporation, an international organization established by the Articles of Agreement among its member countries (“IFC”), IFC GIF Investment Company I, a company established under the laws of Mauritius (“GIF”), Société de Promotion et de Participation pour la Coopération Économique a company organized and existing under the laws of French Republic (“Proparco”), FC VI India Venture (Mauritius) Ltd., a company established under the laws of Mauritius (“FC VI”), Helion Venture Partners II, LLC, a company established under the laws of Mauritius (“Helion Partners”), and Helion Venture Partners India II, LLC, a company established under the laws of Mauritius (“Helion India” and together with Helion Partners, (“Helion”) and DEG-Deutsche Investitions – und Entwicklungsgesellschaft mbH, a compa
SHARE PURCHASE AGREEMENTShare Purchase Agreement • October 3rd, 2016 • Azure Power Global LTD • Electric services • New York
This SHARE PURCHASE AGREEMENT (this “Agreement”) is entered into as of September 30, 2016, by and between Azure Power Global Limited, a public company limited by shares incorporated under the laws of Mauritius (the “Company”), and CDPQ Infrastructures Asia Pte Ltd., a company organized and existing under the laws of Singapore (the “Purchaser”).
AZURE POWER GLOBAL LIMITED Equity Shares UNDERWRITING AGREEMENTUnderwriting Agreement • October 10th, 2018 • Azure Power Global LTD • Electric services • New York
Azure Power Global Limited, a public company limited by shares incorporated under the laws of Mauritius (the “Company”), proposes to sell an aggregate of 14,800,000 equity shares (the “Firm Stock”) of the Company’s Equity Shares, par value $0.000625 per equity share (the “Equity Shares”). In addition, the Company proposes to grant to the underwriters (the “Underwriters”) named in Schedule IA attached to this agreement (this “Agreement”) an option to purchase up to 1,200,000 additional Equity Shares on the terms set forth in Section 3 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock”. This Agreement is to confirm the agreement concerning the purchase of the Stock from the Company by the Underwriters.
AMENDED AND RESTATED SHAREHOLDERS AGREEMENT DATED: 28TH MARCH, 2017 BY AND AMONGST AZURE POWER GLOBAL LIMITED AND AZURE POWER INDIA PRIVATE LIMITED AND MR. INDERPREET SINGH WADHWA AND MR. HARKANWAL SINGH WADHWAShareholder Agreement • June 19th, 2017 • Azure Power Global LTD • Electric services
This Agreement is made on this 31th, August, 2011 at San Ramon, USA BETWEENEmployment Agreement • December 16th, 2015 • Azure Power Global LTD • Electric services
AZURE POWER US Inc, a company registered under the US Laws and having its office at 5546, Satinleaf Way, San Ramon, ca 94582 (hereafter referred to as the “Company” which expression shall mean and include the said company, its executors, assigns and successors-in-interest) of the First Part;
EXTENSION OF RETAINERSHIP AGREEMENTRetainership Agreement • October 12th, 2023 • Azure Power Global LTD • Electric services
This is in reference to the Retainership Agreement (“Agreement”) made and executed at New Delhi on November 21, 2022 by and between Azure Power India Pvt. Ltd., a company registered and incorporated under the Companies Act, 1956 and having its registered office at 5th Floor, Southern Park, D-11, Saket, New Delhi-17 (hereinafter referred to as “Azure/ Company”), and Mr. R Narasimhan Iyer, an individual, residing at D 103, Rail Vihar, Sector 15, Part 2, Gurugram - 122001 presently (hereinafter referred to as the “Retainer”).
EMPLOYEE EMPLOYMENT AGREEMENTEmployment Agreement • October 12th, 2023 • Azure Power Global LTD • Electric services • Delhi
CCPS SUBSCRIPTION AGREEMENT Among AZURE POWER GLOBAL LIMITED And SPONSORS And SOCIETE DE PROMOTION ET DE PARTICIPATION POUR LA COOPERATION ECONOMIQUE S.A. Dated: 22 July, 2015CCPS Subscription Agreement • December 16th, 2015 • Azure Power Global LTD • Electric services • England and Wales
AMENDMENT TO SERIES I CCPS INVESTMENT AGREEMENTSeries I CCPS Investment Agreement • October 3rd, 2016 • Azure Power Global LTD • Electric services
This amendment to the Series I CCPS Investment Agreement (“Agreement”) is executed on this 28th day of September, 2016 by and amongst:
AMENDMENT TO THE SHAREHOLDERS AGREEMENTShareholder Agreement • September 22nd, 2016 • Azure Power Global LTD • Electric services
This Amendment to the Shareholders’ Agreement (“Amendment Agreement”) is executed on the 5th day of September, 2016 by and amongst:
Subscription Agreement BETWEEN AZURE POWER GLOBAL LIMITED AND MR. INDERPREET SINGH WADHWA AND MR. HARKANWAL SINGH WADHWA AND IFC GIF INVESTMENT COMPANY I AND IW GREEN INC. Dated June 24, 2015Subscription Agreement • December 16th, 2015 • Azure Power Global LTD • Electric services • England and Wales
IW, HW and the Sponsor Entity shall hereinafter be collectively referred to as “Sponsors” and individually as “Sponsor”. The Sponsors, the Investor and the Company shall hereinafter be collectively referred to as “Parties” and individually be referred to as “Party”.
BACKSTOP COMMITMENT AGREEMENTBackstop Commitment Agreement • December 27th, 2021 • Azure Power Global LTD • Electric services • New York
THIS BACKSTOP COMMITMENT AGREEMENT (this “Agreement”), dated as of December 27, 2021, is by and among Azure Power Global Limited, a company organized under the law of Mauritius (the “Company”), CDPQ Infrastructures Asia Pte Ltd., a company organized under the laws of Singapore (“CDPQ”), and OMERS Infrastructure Asia Holdings Pte. Ltd., a company organized under the laws of Singapore (“OMERS”). As used herein, CDPQ and OMERS are referred to as the “Backstop Investors” and each a “Backstop Investor.”
LETTER AGREEMENT INTERNATIONAL FINANCE CORPORATION AND AZURE POWER GLOBAL LIMITED AND AZURE POWER INDIA PRIVATE LIMITED AND IW GREEN INC. AND MR. INDERPREET SINGH WADHWA AND MR. HARKANWAL SINGH WADHWA DELHI | MUMBAI | BANGALORE | HYDERABADSubscription Agreement • December 16th, 2015 • Azure Power Global LTD • Electric services • England and Wales
Azure Power to Raise US$75 Million in Private PlacementSubscription Agreement • November 6th, 2019 • Azure Power Global LTD • Electric services
New Delhi, November 6, 2019: Azure Power Global Limited (NYSE: AZRE), a leading independent solar power developer in India, has entered into a subscription agreement to raise US$75 million through a private placement of 6,493,506 equity shares at US$11.55 per share to Caisse de depot et placement du Quebec (CDPQ). The closing of the private placement is conditional on the Company receiving the necessary shareholder approvals for the issuance of equity shares comprising more than 10% of the Company’s share capital and the non-application of Section 55 of the Mauritius Companies Act to this issuance. A special meeting of shareholders will be held on December 6, 2019 to obtain these shareholder approvals, and the record date for this special shareholders’ meeting is November 18, 2019. Following completion of the private placement, which is expected to occur by December 17, 2019, CDPQ’s equity interest in Azure Power will increase from 41.4% to 49.4%.
SERIES I CCPS INVESTMENT AGREEMENTSeries I CCPS Investment Agreement • October 3rd, 2016 • Azure Power Global LTD • Electric services
The Sponsors, the Investor and the Company shall hereinafter be collectively referred to as “Parties” and individually be referred to as “Party”.
