AMENDMENT TO THE SPONSOR LOCK-IN AGREEMENT
Exhibit 10.7
AMENDMENT TO THE SPONSOR LOCK-IN AGREEMENT
This Amendment to the Sponsor Lock-In Agreement (“Amendment Agreement”) is executed on the day of April, 2016;
BY AND BETWEEN:
| 1. | INTERNATIONAL FINANCE CORPORATION, an international organization established by the Articles of Agreement among its member countries including the Republic of India ( “IFC”) of the First Part; |
AND
| 2. | HELION VENTURE PARTNERS II, LLC, a company established under the laws of Mauritius, having its principal office at International Management (Mauritius) Ltd, Les Cascades Building, Xxxxx Xxxxxx Street, Port Louis, Mauritius (hereinafter referred to as “Helion Partners” which expression shall mean and include the said company, its executors, assigns and successors- in-interest), of the Second Part; |
AND
| 3. | HELION VENTURE PARTNERS INDIA II, LLC, a company established under the laws of Mauritius, having its principal office at International Management (Mauritius) Ltd, Les Cascades Building, Xxxxx Xxxxxx Street, Port Louis, Mauritius (hereinafter referred to as “Helion India” which expression shall mean and include the said company, its executors, assigns and successors- in-interest), of the Third Part; |
AND
| 4. | FC VI INDIA VENTURE (MAURITIUS) LTD., a company established under the laws of Mauritius, having its principal office at International Financial Services Limited, IFS Court, 28 Cybercity, Ebene, Mauritius (hereinafter referred to as “FC” which expression shall mean and include the said company, its executors, assigns and successors- in-interest), of the Fourth Part; |
AND
| 5. | IFC GIF INVESTMENT COMPANY I, an investment fund managed by IFC Asset Management Company, organized and existing under the laws of Mauritius, and having its principal office at Cim Fund Services Ltd, 00 Xxxxx Xxxxxx Xxxxxx Xxxx Xxxxx, Xxxxxxxxx (“GIF”), of the Fifth Part; |
AND
| 6. | XX XXXXX INC., a company incorporated under the laws of the United States and having its registered office at 341, Raven Circile, Wyoming, Zip Code 19934, Kent, United States of America (hereinafter referred to as the “XX Xxxxx”, which expression shall mean and include the said company, its executors, assigns and successors- in-interest), of the Sixth Part; |
AND
| 7. | XX. XXXXXXXXXX XXXXX XXXXXX, son of Xx. Xxxxxxxxx Xxxxx Xxxxxx residing at X-00, Xxxxx Xxxxx, Xxxxx, Xxx Xxxxx 110 017 (hereinafter referred to as the “IW”, which expression shall mean and include their successors, legal heirs and permitted assigns), of the Seventh Part. |
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(Helion Partners and Helion India are collectively referred to as “Helion”. The Investors, XX Xxxxx and IW are collectively referred to as the “Parties” and individually as a “Party”.)
WHEREAS:
| (A) | The Parties entered into a Sponsor Lock-in Agreement on July 22, 2015 (“Sponsor Lock-In Agreement”) vide which the Parties intended to have certain Equity Shares that are held by XX Xxxxx in Azure Power Global Limited (“Azure Mauritius”) to be locked-in and thereafter sold based on the sale/transfer of the equity shares held by the Sponsors in Azure Power India Private Limited (“Azure India”). The Sponsor Lock-In Agreement also sets out the manner of distribution for the proceeds received from the sale of Equity Shares of Azure Mauritius that is equal to the amounts received by the Sponsors from the sale of the equity shares held by them in Azure India (net of tax and expenses). |
| (B) | The Parties had contemplated that the Sponsor Lock-In Agreement would terminate on December 15, 2015 based on the understanding that the QIPO of Azure Mauritius was proposed to take place on or before December 15, 2016. |
| (C) | The Parties had also, alongwith certain other parties, executed a Shareholders’ Agreement on 22nd July 2015 (“APGL SHA”) which was amended by the Amendment to the Shareholders’ Agreement dated 8th February, 2016. |
| (D) | Vide another amendment to the Shareholders’ Agreement dated 24th March 2016, the Parties, along with the other parties, agreed to extend the date by which the QIPO of Azure Mauritius is to take place to 31st July 2016. |
| (E) | Pursuant to the above, the Parties are now desirous of clarifying certain terms of the Sponsor Lock-In Agreement and recording certain amendments and clarifications to the Sponsor Lock-In Agreement to reflect the agreed understanding between the Parties. |
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:
| 1. | DEFINITIONS AND INTERPRETATION |
| 1.1. | Definitions |
Unless otherwise defined in this Amendment Agreement, all capitalised terms used but not defined herein shall have the meanings assigned to them in the Sponsor Lock-In Agreement.
| 1.2. | Interpretation |
Section 1.2 of the Sponsor Lock-In Agreement shall apply mutatis mutandis to this Amendment Agreement.
| 2. | RE-STATEMENT |
This Amendment Agreement records the agreed understanding between the Parties, and the amendments and clarifications made by this Amendment Agreement to the Sponsor Lock-In
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Agreement are effective on and from the date of execution of this Amendment Agreement. The amendments and clarifications made by this Amendment Agreement form an integral part of the Sponsor Lock-In Agreement, and the Sponsor Lock-In Agreement shall be read and understood as amended by this Amendment Agreement.
| 3. | CONTINUING OBLIGATIONS |
All the provisions of the Sponsor Lock-In Agreement shall, save as amended by this Amendment Agreement, continue to be in full force and effect.
| 4. | AMENDMENTS TO THE SPONSOR LOCK-IN AGREEMENT |
| 4.1. | Clause 7.2 of the Sponsor Lock-In Agreement shall be restated and replaced by the following: |
| “7.2 | Termination |
This Agreement shall terminate:
| (a) | on the Sponsors ceasing to hold any equity shares in Azure India, and XX Xxxxx/IW having complied with all their obligations under this Agreement; |
| (b) | on the Investors ceasing to hold any Equity Securities in Azure Mauritius; |
| (c) | on mutual consent in writing of all Parties hereto; or |
| (d) | if the QIPO of Azure Mauritius is not completed by 31st July, 2016.” |
| 5. | REPRESENTATION AND WARRANTIES |
Each of the Parties hereby severally represents and warrants that:
| (a) | It has the power and authority to execute and deliver this Agreement and is not prohibited from entering into this Agreement; |
| (b) | This Agreement has been duly authorized by it, and upon such execution and delivery, will be a legal, valid and binding obligation enforceable in accordance with its terms; and |
| (c) | The execution and delivery of this Agreement by it and the promises, agreements or undertakings of it under this Agreement does not violate any Applicable Laws or violate or contravene the provisions of or constitute a default under any documents, contracts, agreements or any other instruments which it has executed or which are applicable to it. |
| 6. | MISCELLANEOUS |
The provisions of Clause 8 (Governing Law and Dispute Resolution) and Clause 9 (Miscellaneous) of the Sponsor Lock-In Agreement shall apply mutatis mutandis to this Amendment Agreement, as if set out in this Amendment Agreement in full (except that any reference to “this Agreement” shall be construed as a reference to the “Amendment Agreement”).
(Signature pages follow)
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IN WITNESS WHEREOF, the Parties have entered into this Amendment Agreement the day and year first above written.
| SIGNED AND DELIVERED BY “HELION |
| VENTURE PARTNERS II, LLC” BY THE HAND OF (the Authorised Signatory) |
| SIGNED AND DELIVERED BY “HELION |
| VENTURE PARTNERS INDIA II, LLC” BY THE HAND OF (the Authorised Signatory) |
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IN WITNESS WHEREOF, the below mentioned Party has entered into this Amendment Agreement the day and year first above written.
| SIGNED AND DELIVERED BY “FC VI INDIA VENTURE (MAURITIUS) LTD.” BY THE HAND OF (the Authorised Signatory) |
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IN WITNESS WHEREOF, the below mentioned Party has entered into this Amendment Agreement the day and year first above written.
| SIGNED AND DELIVERED BY “INTERNATIONAL FINANCE CORPORATION” BY THE HAND OF (the Authorised Signatory) |
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IN WITNESS WHEREOF, the below mentioned Party has entered into this Amendment Agreement on the day and year first above written.
| SIGNED AND DELIVERED BY “IFC GIF INVESTMENT COMPANY I” BY THE HAND OF (the Authorised Signatory) |
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IN WITNESS WHEREOF, the below mentioned Parties have entered into this Amendment Agreement on the day and year first above written.
| SIGNED AND DELIVERED BY “XX. XXXXXXXXXX XXXXX XXXXXX” |
| SIGNED AND DELIVERED BY “XX XXXXX LLC” BY THE HAND OF (the Authorised Signatory) |
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