DATED FEBRUARY 28, 2020

AMENDED AND RESTATED

SHAREHOLDERS’ AGREEMENT

AMONGST

PROMOTERS SET OUT IN SCHEDULE I

AND

INVESTOR GROUP SET OUT IN SCHEDULE II

AND

SUZLON ENERGY LIMITED

 TABLE OF CONTENTS
1. DEFINITIONS AND INTERPRETATION................................................................................... 2
2. EFFECTIVENESS ......................................................................................................................... 9
3. BOARD OF DIRECTORS ........................................................................................................... 10
4. MANAGEMENT OF THE COMPANY ...................................................................................... 11
5. SHAREHOLDER VOTE ITEMS ................................................................................................ 13
6. VOTING ARRANGEMENTS ..................................................................................................... 13
7. INVESTOR GROUP COVENANTS AND UNDERTAKINGS .................................................. 14
8. PROMOTERS/ COMPANY COVENANTS AND UNDERTAKINGS ...................................... 16
9. INFORMATION RIGHTS .......................................................................................................... 17
10. RESTRICTIONS ON TRANSFER OF SECURITIES................................................................ 17
11. NON-COMPETE AND NON-SOLICITATION.......................................................................... 18
12. EVENTS OF DEFAULT .............................................................................................................. 20
13. CONSEQUENCES OF CERTAIN EVENTS OF DEFAULT ..................................................... 20
14. TERM AND TERMINATION ..................................................................................................... 23
15. REPRESENTATIONS AND WARRANTIES ............................................................................. 23
16. CONFIDENTIALITY .................................................................................................................. 24
17. GOVERNING LAW AND JURISDICTION ............................................................................... 25
18. DISPUTE RESOLUTION............................................................................................................ 25
19. MISCELLANEOUS ..................................................................................................................... 26
SCHEDULE I ........................................................................................................................................ 33
SCHEDULE II....................................................................................................................................... 34
SCHEDULE III ..................................................................................................................................... 35

(i)
 AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT

This AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (this

“Agreement”) is made on February 28, 2020 (“Execution Date”):

AMONG:

1. THE PERSONS DESCRIBED IN SCHEDULE I, who shall be singularly

referred to as a “Promoter” and collectively as the “Promoters” (which
expression shall, unless repugnant to the context or meaning thereof, include its
successors and permitted assigns), represented herein by their duly constituted
attorney, Mr. Girish R. Tanti, of the FIRST PART;

AND

2. THE PERSONS DESCRIBED IN SCHEDULE II, who shall be singularly

referred to as a “Investor” and collectively as the “Investor Group” (which
expression shall, unless repugnant to the context or meaning thereof, include its
successors and permitted assigns), represented herein by their duly constituted
attorneys, Mr. Paresh Parekh, of the SECOND PART;

AND

3. SUZLON ENERGY LIMITED a company incorporated under the laws of India

under the (Indian) Companies Act, 1956, with registered number 04-25447 and
bearing corporate identification number L40100GJ1995PLC025447 and having its
registered office at “Suzlon”, 5, Shrimali Society, Near Shri Krishna Complex,
Navrangpura, Ahmedabad-380009 (hereinafter referred to as the “Company”,
which expression shall, unless repugnant to the context thereof, include its
successors and permitted assigns) of the THIRD PART.

(Each a “Party” and collectively, the “Parties”)

WHEREAS:

(A) The Company is engaged in the business of (i) designing, developing,

manufacturing and supply of wind turbine generators (including components) of a
range of capacities; (ii) operations and maintenance services; (iii) developing
assets in renewable energy sectors (being currently wind and solar); and (iv)
matters related or ancillary to such business (the “Business”). The Company
operates the Business worldwide. The Equity Shares (as defined below) are listed
and publicly traded.

(B) Pursuant to the Securities Subscription Agreement, the Investor Group has agreed
to subscribe to the Subscription Securities for an aggregate amount equivalent to
the Subscription Amount.

(C) The Parties are now desirous to amend and restate the Existing Shareholders
Agreement (as defined below) and accordingly enter into this Agreement for the
purpose of recording the terms and conditions regulating the rights and obligations
of (i) the Promoters and the Investor Group inter se; and (ii) the Investor Group in
the Company, on the terms and conditions set out in this Agreement.
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IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

In this Agreement, except where the context otherwise requires, (i) capitalised
terms defined by inclusion in quotations and/or parenthesis have the meanings so
ascribed; and (ii) the following words and expressions shall have the following
meanings:

1.1 Definitions

“Act” means the Companies Act, 2013;

“Affiliate(s)” with respect to any Person at any time, shall mean any Person,
which, at that time, directly or indirectly, Controls, is Controlled by, or is under
common Control with the first named Person (provided that neither the Company
nor any other member of the Company’s Group shall be included as an Affiliate of
either the Promoters or the Investor Group or a member of their respective
Groups) and, in relation to a natural person, shall include the Relatives of such
natural person;

“Alternate Director” has the meaning given to it in Clause 3.2.1;

“Anonymous Sale” shall mean a sale made on the floor of the Stock Exchange
where (i) the seller or its agent, representative or broker is not aware of the
identity of the purchaser prior to, or at the time of, the sale being transacted; (ii)
the seller has issued binding instructions to such agent, representative or broker
appointed by it in connection with the sale to procure that the sale is transacted
and completed in accordance with the requirements of this definition; and (iii) the
seller has obtained a written acknowledgment from such agent, representative or
broker that (a) it is not itself a Competitor or Competitor Affiliate, and with
respect to the proposed sale, is not acting, and will not act, for or on behalf of, and
has not knowingly made and will not knowingly make any agreement or
arrangement with, a Competitor or Competitor Affiliate and (b) it will abide by
the instructions referred to at sub-clauses (i) and (ii) of this definition.
Notwithstanding the above, a synchronized sale or negotiated sale, or a sale under
the Block Deal Mechanism, shall not be considered an Anonymous Sale;

“Approval” means any permission, approval, confirmation, waiver, consent,

license, permit, order, authorization, registration, filing, notification, exemption or
ruling in, from or by any Governmental Authority;

“Articles” means the articles of association of the Company in force for the time
being and as amended from time to time;

“Block Deal Mechanism” sale of Equity Shares on a Stock Exchange pursuant to

SEBI Circular dated October 26, 2017 bearing reference number CIR/MRD/DP/118/
2017, as modified from time to time;

“Board” means the board of directors of the Company, as constituted from time to
time;

2
“Board Meetings” means meetings of the Board;

“Business” has the meaning given to it in Recital A;

“Business Day” shall mean a day (other than a Saturday or a Sunday) on which
banks are open for business in Pune and Mumbai, India;

“Catch-up Event” has the meaning given to it in Clause 4.6;

“Chairman” has the meaning given to it in and Clause 3.3.1;

“Company’s Group” shall mean

(i) the Company;

(ii) each of the Company’s Subsidiaries; and

(iii) any other Person which, directly or indirectly, is Controlled by the

Company or under common control with the Company;

“Company Lenders” means banks and/ or financial institutions from which the
Company or its Subsidiaries have availed or avails loan facilities, including
working capital facilities and term loan facilities from time to time ;

“Competitor” means any Person (including an Affiliate of such a Person),

engaged in the Business, being part of (i) the annual list of top ten global entities
published by Make Consulting or in the absence of a publication by Make
Consulting, being a publication by Navigant Research (“Global Top Ten”); and
(ii) the annual list of top five entities doing Business in India, published by
Consolidated Energy Consultants Limited (CECL) or in the absence of which, a
publication by Ministry of New and Renewable Energy (MNRE) (“Indian Top
Five”), it being clarified that if any entity (including an Affiliate of an entity in
Global Top Ten) is part of Indian Top Five and is also part of the Global Top Ten,
then such entity shall be substituted from the India Top Five by an entity or
entities that ranks immediately after the India Top Five and so on;

“Completion” has the meaning given to it in the Securities Subscription

Agreement;

“Completion Date” has the meaning given to it in the Securities Subscription

Agreement;

“Confidential Information” has the meaning given to it in Clause 16.2;

“Consents” means any approval (other than an Approval), consent, ratification,

waiver, notice or other authorization of, from or to any Third Parties, including
lenders;

“Control” (including with correlative meaning, the terms, “Controlling”,

“Controlled by” and “under common Control with”) shall have the meaning set
out in Regulation 2(1)(e) of the SEBI Takeover Regulations;

3
“Control Breach Cure Period” has the meaning given to it in Clause 13.2;

“Creeping Acquisition Limit” has the meaning given to it in Clause 4.7;

“Director” means a director of the Company, and where the context requires,
shall include an Alternate Director;

“Dispute” has the meaning given to it in Clause 18.1;

“Encumbrance” means (i) any mortgage, charge (whether fixed or floating),

pledge, lien, hypothecation, or other security interest securing any obligation of
any Person, option, escrow, commitment, restriction or limitation of any nature, or
any other agreement or arrangement having a similar; (ii) any conditional sale,
voting agreement, lock-in, pre-emption right, right of first refusal, right of first
offer, non-disposal undertaking or transfer restriction; or (iii) any agreement,
arrangement or obligation to create any of the foregoing;

“Equity Shares” means the equity shares of the Company, having a face value of
Rs. 2 (Rupees Two only) per equity share and carrying one vote per equity share;

“Equity Share Capital” means the paid up equity share capital of the Company;

“Existing Shareholders Agreement” means the shareholders agreement entered

into between the Promoters, Investor Group and the Company dated February 13,
2015 as amended by the First Amendment Agreement;

“Exit” has the meaning given to it in Clause 10.5.3;

“Exit Purchaser” has the meaning given to it in Clause 10.5.1;

“FCCB” means the 2016 and 2019 series of foreign currency convertible bonds
issued by the Company under the Issue of Foreign Currency Convertible Bonds
and Ordinary Shares (Through Depositary Receipt Mechanism) Scheme, 1993, as
amended from time to time;

“Final Exit Purchaser” has the meaning given to it in Clause 10.5.3;

“Financial Statements” means the annual audited consolidated financial

statements of the Company prepared under IndAS and applicable Law;

“Financial Year” means the accounting period of the Company commencing on

April 1 of a calendar year and ending on March 31 of the immediately succeeding
calendar year;

“First Amendment Agreement” means the first amendment agreement dated

December 11, 2015 entered into between the Promoters, Investor Group and the
Company in relation to the Existing Shareholders’ Agreement;

“Further Public Offer” shall mean further public offer undertaken by the
Company and as defined in Regulation 2(1)(q) of the SEBI ICDR Regulations;

“Fully Diluted Basis” means on any relevant date, the share capital that would

4
have been in existence on an “as if converted” basis on the assumption that:

(a) all convertible Securities are converted and exchanged to Equity Shares in
accordance with their respective terms; and

(b) all shares issuable pursuant to a contract or option or other obligations of

the Company existing on the relevant date are issued (regardless of
whether any such options or other rights are vested, exercisable or
convertible in accordance with their respective terms);

“General Meeting” means a general meeting of the shareholders of the Company

convened and held in accordance with this Agreement, the Articles and the Act;

“Governmental Authority” means: (i) the government of any nation or any

province, state or any other political subdivision thereof; (ii) any entity, authority
or body exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to the government, including any governmental
authority, agency, department, body, commission or instrumentality, (iii) any
court, quasi judicial, tribunal or arbitrator; and (iv) any securities exchange or
body or authority regulating the securities markets in India, as applicable;

“Hostile Control Breach” has the meaning given to it in Clause 13.1;

“Hostile Control Breach Notice” has the meaning given to it in Clause 13.1;

“IndAS” means the Indian Accounting Standards as issued by the Ministry of

Corporate Affairs, Government of India;

“Investment Banker” has the meaning given to it in Clause 10.5.1;

“Investor Creeping Acquisition” has the meaning given to it in Clause 4.7(b);

“Investor Group Director” has the meaning given to it in Clause 3.1.1;

“Investor Group Event of Default” has the meaning given to it in Clause 12.1;

“Investor Securities” means a) Subscription Securities issued to the Investor

Group in accordance with the Securities Subscription Agreement; b) any Equity
Shares held by the Investor Group as on the Execution Date and the Completion
Date; and (c) any Securities subscribed to or acquired by the Investor Group;

“Key Managerial Personnel” shall have the meaning prescribed under the Act
and shall also include Chief Operating Officer, Chief Human Resources Officer,
Chief Sales Officer, Chief Technical Officer or employee holding an equivalent
designation of the Company and its Subsidiaries;

“Law(s)” means any law, statute, regulation, rule, judgment, notification, rule of
common law, order, decree, bye-law, directive, guideline, requirement or other
governmental restriction, or any similar form of decision of, or determination by,
or any interpretation, policy or administration, having the force of law of any of
the foregoing, by any Governmental Authority;

5
“Long Stop Date” has the meaning given to it in the Securities Subscription
Agreement;

“Main Investor” means Mr. Dilip Shanghvi;

“Main Promoter” means Mr. Tulsi R. Tanti;

“Material Subsidiary” means any Subsidiary of the Company that contributed to

the extent of more than 10% to the revenues of the Company in the immediately
preceding Financial Year based on the Financial Statements or a Subsidiary of the
Company that had a Networth of at least Rs. 500,00,00,000 (Rupees Five Hundred
Crore) based on its audited financial statements in the immediately preceding
financial year;

“Management Control Breach” has the meaning given to it in Clause 13.2;

“Management Control Breach Notice” has the meaning given to it in Clause

13.2;

“Market Sale” shall mean a sale of Equity Shares on a Stock Exchange, including
any sale of Equity Shares undertaken:

(i) as a bulk deal pursuant to SEBI Circular SEBI/MRD/SE/Cir-7/2004 dated

January 14, 2004, as modified from time to time, or

(ii) through the Block Deal Mechanism

but shall not include a sale of shares undertaken as an offer for sale pursuant to
SEBI Circular CIR/MRD/DP/18/2012 dated July 18, 2012, as modified from time
to time;

“Memorandum” means the memorandum of association of the Company in force

for the time being and as amended from time to time;

“Networth” shall mean ‘networth’ as defined under Section 2(57) of the Act;

“Permitted Transferee” means a Person who is an Affiliate of an Investor, such

Person not being a Competitor;

“Permitted Transferee Transfer” has the meaning given to it in Clause 10.3;

“Person” means shall mean any natural person, limited or unlimited liability
company, corporation or other body corporate, partnership (whether limited or
unlimited), proprietorship, Hindu undivided family, trust, union, association,
government or any agency or political subdivision thereof;

“Promoters/ Company Event of Default” has the meaning given to it in Clause

12.2;

“Proposed Value” has the meaning given to it in Clause 10.5.2;

“Private Sale” shall mean any sale of Equity Shares that does not constitute a

6
Market Sale, but for the purpose of this definition a sale of shares undertaken as an
offer for sale pursuant to SEBI Circular CIR/MRD/DP/18/2012 dated July 18,
2012 (as modified from time to time) shall not be a Private Sale;

“Promoter Creeping Acquisition” has the meaning given to it in Clause 4.7(a);

“Qualified Institutions Placement” shall mean qualified institutions placement

undertaken by the Company and as defined in Regulation 2(1)(tt) of the SEBI
ICDR Regulations;

“Related Party(ies)” has the meaning given to the term in Section 2(76) of the
Act;

“Relative” means a relative as defined in Section 2(77) of the Act;

“Representatives” has the meaning given to it in Clause 16.1;

“Restructuring Documents” shall mean any or all documents including sanction

letters, term sheets, sanction letters and resolution plans as agreed between the
Company and the Company Lenders and/or FCCB holders in relation to the
financial restructuring of the Suzlon The Group under the Applicable Law
including the RBI circular dated June 7, 2019;

“Rights Issue” shall mean rights issue undertaken by the Company and as defined
in Regulation 2(1)(xx) of the SEBI ICDR Regulations;

“SEBI” means the Securities and Exchange Board of India;

“SEBI ICDR Regulations” shall mean the Securities and Exchange Board of
India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

“SEBI LODR Regulations” shall mean the Securities and Exchange Board of
India (Listing Obligation and Disclosure Requirements) Regulations, 2015;

“SEBI Takeover Regulations” shall mean the Securities and Exchange Board of
India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

“Securities” means any Equity Shares, Subscription Securities or preference

shares or debentures convertible into Equity Shares or any other equity linked
instruments, including options, warrants issued by the Company or any security or
right which grants voting rights in the Company or ability to influence voting
rights of shareholders of the Company;

“Securities Subscription Agreement” means the securities subscription

agreement entered into between the Company and the Investor Group dated
February 28, 2020;

“Share Subscription Agreement” means the share subscription agreement

entered into between the Company and the Investor Group dated February 13,
2015;

“Shareholder” means such Persons who hold Equity Shares of the Company;

7
 “ Shareholder Vote Items” has the meaning given to it in Clause 5.1.

“Shareholding Percentage” means the percentage of the paid-up Equity Share

Capital held by a Shareholder in the Company on a Fully Diluted Basis;

“SIAC” has the meaning given to it in Clause 18.2;

“Stock Exchange” shall mean a stock exchange recognised in accordance with

the Securities Contracts (Regulation) Act, 1956;

“Subscription Amount” has the meaning given to it in the Securities

Subscription Agreement;

“Subscription Securities” has the meaning given to it in the Securities

Subscription Agreement;

“Subsequent Capital Raising” has the meaning given to it in Clause 7.2;

“Subsidiary” means a subsidiary as defined in Section 2(87) of the Act;

“Suzlon The Group” has the meaning given to it in the Securities Subscription
Agreement;

“Third Party” means any Person, other than the Promoter, the Investor and their
respective Affiliates;

“Transaction Documents” means this Agreement, the Securities Subscription

Agreement and any ancillary agreements executed pursuant to these agreements;

“Transfer” (including with correlative meaning, the terms “Transferred by” and
“Transferability”) means to transfer, sell, assign, novate, place in trust (voting or
otherwise), exchange, gift or transfer by operation of Law or in any other way or
dispose of, whether or not voluntarily;

“Transfer Breach Cure Period” has the meaning given to it in Clause 13.4;

“Transfer Breach Notice” has the meaning given to it in Clause 13.4;

“Transfer Restrictions Breach” has the meaning given to it in Clause 13.4;

“Voting Arrangement” has the meaning given to it in Clause 6.1.

1.2 Interpretation

1.2.1 In addition to the above terms, certain terms may be defined in the recitals or
elsewhere in this Agreement and wherever, such terms are used in this Agreement,
they shall have the meaning so assigned to them.

1.2.2 The terms referred to in this Agreement shall, unless defined otherwise or
inconsistent with the context or meaning thereof, bear the meaning ascribed to
them under the relevant statute/legislation.

8
1.2.3 All references in this Agreement to statutory provisions shall be construed as
meaning and including references to:

(a) any statutory modification, consolidation or re-enactment made after the

date of this Agreement and for the time being in force;

(b) all statutory instruments or orders made pursuant to a statutory provision;

and

(c) any statutory provisions of which these statutory provisions are a

consolidation, re-enactment or modification.

1.2.4 Words denoting the singular shall include the plural and words denoting any
gender shall include all genders.

1.2.5 Headings, subheadings and titles, subtitles to clauses, sub-clauses, sections and
paragraphs are for information only and shall not form part of the operative
provisions of this Agreement or the schedules hereto and shall be ignored in
construing the same.

1.2.6 References to recitals, clauses, sections or schedules are, unless the context
otherwise requires, references to recitals, clauses and schedules to this Agreement.

1.2.7 Reference to days, months and years are to calendar days, calendar months and
calendar years, respectively.

1.2.8 Any reference to “writing” shall include printing, typing, lithography and other
means of reproducing words in visible form.

1.2.9 The words “include” and “including” are to be construed without limitation.

1.2.10 Any reference to “writing” shall include printing, typing, lithography and other
means of reproducing words in visible form.

1.2.11 The words “include” and “including” are to be construed without limitation.

1.2.12 Any reference to this Agreement, any agreements, arrangements or contracts in

this Agreement shall include any amendments or modifications to this Agreement
and to such agreements, arrangements or contracts referred to in this Agreement.

Unless repugnant to the context therein, all references to Investor Group shall mean
references to all members of the Investor Group jointly and severally. And all references
to Promoter Group shall mean references to all members of the Promoter Group jointly
and severally.

2. EFFECTIVENESS

2.1 This Agreement has been executed on the Execution Date and will come into full
force and effect on and from the Completion Date.

2.2 The Parties hereby agree and acknowledge that on and from the Completion Date:
(i) the Existing Shareholders Agreement shall stand replaced in its entirety by this

9
 Agreement and the inter-se rights and obligations of the Parties, including the
Investor Group and the Promoters, relating to the subject matter hereof, shall be
restricted to such rights and obligations as have been enumerated in this
Agreement; and (ii) this Agreement shall be effective and shall continue to be
valid and in full force and effect until terminated in accordance with the terms of
Clause 14 of this Agreement.

2.3 Each Party to this Agreement, including those which were also a party to the
Existing Shareholders Agreement agrees and acknowledges that its execution of
this Agreement constitutes its consent to all of the amendments, variations and
supplements being effected to the Existing Shareholders Agreement by this
Agreement.

2.4 From the Completion Date, any reference to the Existing Shareholders’
Agreement in the Securities Subscription Agreement shall be deemed to be a
reference to this Agreement.

2.5 Notwithstanding anything contained in Clause 2, in the event that the Completion
does not occur under the Securities Subscription Agreement in accordance with
the terms therein, then this Agreement shall not take effect and shall be deemed to
never have taken effect and the Existing Shareholders Agreement shall continue to
be in effect for the purposes of regulating the rights and obligations of (i) the
Promoters and the Investor Group inter se; and (ii) the Investor Group in the
Company, on the terms and conditions set out therein.

2.6 The obligations of the Investor Group under Clauses 3.3, 4.1, 4.2, 4.3, 4.4, 4.5,
5.1, 5.5, 6 and 7.1 shall remain in effect for a period determined by the Main
Investor, at his sole discretion, subject to a minimum period of 18 (eighteen)
months from the Completion Date. Save as otherwise provided in this Clause 2.6,
all other provisions of this Agreement shall remain in full force and effect in
accordance with the terms thereof.

2.7 Notwithstanding anything stated in this Agreement, the Investor Group shall take
all the necessary steps for exercising its voting rights at Board meeting or a
General Meeting, as the case may be, in relation to all Investor Securities held by
the Investor Group, to enable the fulfilment by the Company of its obligations
under the Restructuring Documents and the transactions contemplated thereunder.

3. BOARD OF DIRECTORS

3.1 Composition of the Board

3.1.1 Until such time the aggregate Shareholding Percentage of the Investor Group does
not fall below 5%, the Promoters shall take all necessary steps to ensure the
appointment of 1 (one) nominee of the Investor Group, as may be advised by the
Investor Group in writing (the “Investor Group Director”), who fulfills the
eligibility requirements under Applicable Law, as the Investor Group Director.

3.1.2 The Promoters shall, at all times be entitled to nominate 3 (three) persons for
appointment as Directors on the Board (the “Promoter Nominees”). The
Promoters shall be entitled to appoint any of the Promoter Nominees as a whole-

10
 time and an executive director or a non-executive director of the Company.

3.1.3 Each of the Promoters shall take all necessary steps to ensure the appointment of
the Investor Group Director fulfills the eligibility requirements under Applicable
Law, as a Director, including voting on the Equity Shares held by the Promoters at
General Meetings and to the extent permitted under Applicable Law, requiring the
Promoter Nominees to exercise their voting rights at Board Meetings.

3.2 Alternate Director

3.2.1 The Investor Group Director shall have the right to nominate a person, for
appointment as an alternate director (the “Alternate Director”) to the Investor
Group Director. Each of the Company and the Promoters shall take all necessary
steps to ensure that such person is appointed as Alternate Director to the
concerned original Investor Group Director.

3.2.2 An Alternate Director shall be entitled to receive notice and agenda papers for all
Board Meetings, to attend, participate and vote at any such Board Meeting and to
exercise and discharge all the functions, powers and duties as a Director at any
Board Meeting.

3.3 Chairman

3.3.1 Subject to Law, the Main Promoter shall at all times remain the executive
chairman of the Company (the “Chairman”). Subject to Law, any replacement of
the Chairman shall only be nominated by the Promoters.

3.3.2 The Chairman shall preside over Board Meetings and General Meetings at which
he is present and shall have a casting vote.

3.4 Disclosure of Information

3.4.1 Subject to applicable Law, the Investor Group Director may disclose to the
Investor Group any information concerning the Company which may come into
his possession on account of being a Director.

4. MANAGEMENT OF THE COMPANY

4.1 Each Investor agrees that Promoters are and shall remain solely in absolute
Control of the Company at all times, unless otherwise: a) agreed in writing
between the Promoters and the Investor Group; or b) set out in this Agreement.

4.2 Unless otherwise in compliance with the terms of this Agreement, each Investor
agrees that the Promoters shall continue to exercise Control over the Company in
respect of, including but not limited, the following matters:

(a) the day to day management, operations and policies of the Company and
its Subsidiaries; and

(b) appointment and removal of Key Managerial Personnel.

4.3 Subject to Clauses 4.1 and 4.2 above, keeping in mind the best interests of the

11
 Company, the Promoters agree to discuss and consult with the Investor Group, on
a good faith basis, key strategic and policy decisions (including annual business
plan and any long term strategic plan) in relation to the Company. In addition, to
the extent that the Investor Group has any suggestions/recommendations with a
view to improve the operational efficiency of the Company, the Promoters shall
consider such suggestions/recommendations in good faith and shall provide
reasonably detailed explanations to the Investor Group if such
suggestions/recommendations are not acceptable to the Promoters, with a view to
convince the Investor Group in this regard.

4.4 Unless otherwise provided in this Agreement, to ensure that the Promoters
continue to remain in Control of the Company, the Investor Group shall not:

a) either make any open offer or a delisting offer for Securities (other than with
the prior written consent of the Promoters);

b) tender Securities held by the Investor Group in acceptance of any open offer
made by any other Person under the SEBI Takeover Regulations or a delisting
offer under the Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2009, subject to the Investor Group having delivered a
written notice to the Promoters of the intention to tender the Securities within
10 days of the public announcement in relation to such open offer/ delisting
offer by the abovementioned Person, along with explanations in this regard;

c) take any steps or actions including exercise of voting rights in a manner that is
detrimental to Control of the current Promoters of the Company.

4.5 The Parties acknowledge that the Investor Group and the Promoters shall be
considered ‘persons acting in concert’ under Regulation 2(1)(q) of the SEBI
Takeover Regulations, unless otherwise stated in this Agreement.

4.6 The Promoters shall have the right to acquire Securities from time to time, either
by way of a preferential allotment or secondary purchases or any other way
permitted under the applicable Law (“Catch-up Event”). The Investor Group
shall take all necessary steps to facilitate the acquisition of Securities by the
Promoters in accordance with this Clause including as set out in Clause 6 (Voting
Arrangements).

4.7 The Promoters and the Investor Group shall have the option to acquire, on a
collective basis, no more than the maximum number of Equity Shares which can
be subscribed to or acquired collectively without triggering requirement of a open
offer under the SEBI Takeover Regulations by either the Promoters or the Investor
Group (“Creeping Acquisition Limit”) in the following manner:

(a) Subscription or acquisition of up to such number of Securities by the

Promoters that constitute 50.5% of the Creeping Acquisition Limit
(“Promoter Creeping Acquisition”); and

(b) Subject to the proportion of the permitted Promoter Creeping Acquisition

completed by the Promoter in a Financial Year, the Investor Group shall
be permitted to subscribe to or acquire such proportion of Securities that is

12
 within the remaining 49.5% of the Creeping Acquisition Limit (“Investor
Creeping Acquisition”).

5. SHAREHOLDER VOTE ITEMS

5.1 Notwithstanding anything contained in this Agreement, the Company, the

Subsidiaries and the Promoter Nominees shall not take any decisions or action in
respect of matters set out in Schedule III to this Agreement (“Shareholder Vote
Items”) (whether through the Board, shareholders, employees or officers), unless
such action or decision has been approved by the Shareholders at a General
Meeting. Provided that, nothing contained in this Clause shall apply to (a) the
provisions of Clause 6; and (b) any action or decision required to be undertaken
pursuant to any instruction from or requirement of the Company Lenders.

5.2 If a Shareholder Vote Item(s) has(ve) been approved in accordance with Clause
5.1, then the Investor Group and the Promoters shall take all necessary steps,
including exercising their voting rights as Shareholders, to give effect to such
Shareholder Vote Item(s).

5.3 The Investor Group or the Promoters shall not (and shall, subject to applicable
Law, request that the Investor Group Director or Directors who are Relatives of
the Main Promoter not to) submit to any meeting of the Board, or to shareholders
by way of postal ballot, electronic voting, in General Meetings or otherwise any
proposal in relation to the Shareholder Vote Items unless the Investor Group or the
Promoters, as the case may be, have provided a written consent in this regard.

5.4 Subject to Clause 5.2, if any matter, decision, action or resolution relating to a
Shareholder Vote Item shall be considered or taken up for voting at any Board
meeting, General Meeting, by way of a postal ballot or electronic voting or
otherwise, in circumstances where the Promoters have conveyed to the Investor
Group or if the Investor Group has conveyed to the Promoters its rejection/dissent
in writing to such Shareholder Vote Item at any time prior to the commencement
of the Board meeting, General Meeting, issuance of notice for the postal ballot or
electronic voting or any other notice in relation to the consideration of such
matter, Investor Group or the Promoters shall exercise its voting rights in relation
to the Company against such matter, decision, action or resolution.

5.5 The Investor Group and the Promoters acknowledge that the Shareholder Vote
Items is an integral provision of this Agreement and the fundamental premise on
which the Investor Group has agreed to enter into this Agreement with the
Promoters.

6. VOTING ARRANGEMENTS

6.1 The Investor Group irrevocably agrees that each Investor shall take all necessary
steps for exercising its voting rights, including at General Meeting or a Board
meeting, in relation to all Investor Securities held by such Investor, in accordance
with the recommendations provided by the Main Promoter (“Voting
Arrangement”) in case of: (a) taking all steps to ensure the fulfillment of the
Company’s obligations under the Restructuring Documents and the transactions
contemplated therein; (b) along with the Promoter, taking all steps, for refinancing

13
 of the exist debt of the Company (including any unsustainable component) on
such terms which are better than the existing terms; (c) any Person making a
hostile or an unsolicited bid to acquire Control over the Company, other than as
provided in Clause 7.4; and (d) undertaking all actions to implement and give
effect to a potential acquisition of at least 51% of the Equity Share Capital of the
Company by any Person who has been approved by the Investor Group and the
Promoters, in accordance with Clause 10.5.

6.2 The Investor Group irrevocably agrees that, for a period of 3 (three) years from
the Completion Date, each Investor shall take all necessary steps for exercising its
voting rights, including at General Meeting or a Board meeting, in relation to all
Investor Securities held by such Investor, to effect the re-appointment of the
Promoter Nominees on the Board of the Company;

6.3 It is clarified that the Investor Group shall discuss in good faith all proposals in
respect of any Shareholder Vote Items with the Main Promoter and adequately
consider the views of the Main Promoter keeping in mind the best interests of the
Company while taking decisions on any Shareholder Vote Items. It is clarified that
the Investor Group shall have the sole discretion in relation to its decisions on the
Shareholder Vote Items.

6.4 The Investor Group and the Promoters acknowledge that the Clause 6 (Voting
Arrangement) is an integral provision of this Agreement and the fundamental
premise on which the Promoters have agreed to enter into this Agreement with the
Investor Group.

7. INVESTOR GROUP COVENANTS AND UNDERTAKINGS

7.1 The Investor Group shall take all necessary actions which are required to give
effect to this Agreement and specifically Clause 4.1 to 4.5 (Management of the
Company) and Clause 6 (Voting Arrangements) above.

7.2 In the event the Company proposes to undertake a Further Public Offer or
Qualified Institutions Placement or any other capital markets issuance of
Securities (“Subsequent Capital Raising”) then the Investor Group undertakes to
consider in good faith and in the best interests of the Company, if the merchant
bankers appointed by the Company in this regard to manage the Subsequent
Capital Raising or per applicable Law so required, that each Investor shall not sell
and undertake not to sell any Investor Securities for a period of 3 (Three) months
post allotment of Securities under the Subsequent Capital Raising.

7.3 Notwithstanding anything stated in this Agreement, the Investor Group shall, prior
to (a) acquiring or executing any binding documents in relation to acquiring,
directly or indirectly, 25% (twenty five percent) or more of the Equity Share
Capital of the Company; or (b) otherwise undertaking any steps or actions with a
view to acquire or take Control of the Company, inform the Promoters in writing.
Upon receipt of such information, the Investor Group and the Promoters will
engage with the Company Lenders to procure the release of the security and
personal guarantee provided by the Promoters to the Company Lenders, in full. In
the event:

14
 (i) the Company Lenders accepts the proposal jointly presented by the
Promoters and the Investor Group, in this regard, or an alternate proposal
of the Company Lenders in this regard, is acceptable to both the Investor
Group and the Promoters (each acting commercially reasonably in this
regard), then both the Investor Group and the Promoters shall take all
necessary steps and actions to effect the release of security and personal
guarantee provided by the Promoters to the Company Lenders, in full,
prior to the Investor Group undertaking any actions mentioned in (a) or (b)
above or moving ahead with actions in (a) or (b) above; or

(ii) the Company Lenders do not accept the proposal of the Investor Group and
the Promoters to release the security and personal guarantee provided by
the Promoters and provide an alternate proposal in this regard, and such
alternate proposal is not acceptable to either the Investor Group or the
Promoters (each acting commercially reasonably in this regard), the
Investor Group shall forthwith cease to undertake any actions mentioned in
(a) or (b) above or shall not move ahead with actions in (a) or (b) above.

7.4 In the event the Investor Group wishes to support any hostile bid or an unsolicited
bid by any Person seeking to acquire the Equity Shares or Securities of the
Company, either by virtue of the shareholding of the Investor Group in the
Company or otherwise, the Investor Group shall provide a prior written intimation
to the Promoters along with explanations in this regard. Upon receipt of such
information, the Investor Group and the Promoters will engage with the Company
Lenders, on a best efforts basis, to procure the release of the security and personal
guarantee provided by the Promoters to the Company Lenders, in full. In the event
the Company Lenders accepts the proposal jointly presented by the Promoters and
the Investor Group in this regard, or an alternate proposal of the Company Lenders
in this regard, is acceptable to both the Investor Group and the Promoters (each
acting commercially reasonably in this regard), then both the Investor Group and
the Promoters shall take all necessary steps and actions to effect the release of
security and personal guarantee provided by the Promoters to the Company
Lenders, in full, so long as there is no financial impact and/ or guarantee
obligations on the Investor Group in this regard.

7.5 In the event of a potential acquisition of at least 51% of the Equity Share Capital
of the Company by any Person who has been approved by the Investor Group and
the Promoters, the Investor Group and the Promoters will engage with the
Company Lenders to procure the release of the security and personal guarantee
provided by the Promoters to the Company Lenders, in full. In the event:

(i) the Company Lenders accepts the proposal jointly presented by the
Promoters and the Investor Group, in this regard, or an alternate proposal
of the Company Lenders in this regard, is acceptable to both the Investor
Group and the Promoters (each acting commercially reasonably in this
regard), then both the Investor Group and the Promoters shall take all
necessary steps and actions to effect the release of security and personal
guarantee provided by the Promoters to the Company Lenders, in full, in
order to consummate the transactions with such Person; or

(ii) the Company Lenders do not accept the proposal of the Investor Group and
15
 the Promoters to release the security and personal guarantee provided by
the Promoters and provide an alternate proposal in this regard, and such
alternate proposal is not acceptable to either the Investor Group or the
Promoters (each acting commercially reasonably in this regard), the
Investor Group and the Promoters will forthwith cease to engage with such
Person in relation to the transaction set out in Clause 7.5.

7.6 If any open offer/ delisting offer is required to be made by the Investor Group, at
any time, in terms of the SEBI Takeover Regulations and the Securities and
Exchange Board of India (Delisting of Equity Shares) Regulations, 2009,
respectively, then the relationship between the Investor Group and the Promoters
as ‘persons acting in concert’ shall not continue, unless otherwise agreed in
writing between the said Parties.

8. PROMOTERS/ COMPANY COVENANTS AND UNDERTAKINGS

8.1 The Promoters shall take all necessary actions which are required to give effect to
this Agreement and specifically Clause 5 (Shareholder Vote Items) above.

8.2 Each of the Promoters undertake to exercise its voting rights as a Shareholder to
cause the Company to issue and allot Subscription Securities to the Investor
Group and undertake such actions as contemplated under the Securities
Subscription Agreement.

8.3 The appointment of any statutory auditor and internal auditor of the Company
shall be undertaken pursuant to the following:

(a) the statutory auditor shall be appointed by the Board out of a list of profiles
of 4 (four) reputed auditors, shared by Investor Group (each of whom
should be the Indian affiliate or associate of one of the top 10 global
networks providing audit services, but shall exclude any past and existing
auditors of the Investor Group); and

(b) the internal auditor shall be appointed by the Board out of a list of profiles
of 4 (four) reputed internal auditors, shared by Investor Group (each of
whom should be the Indian affiliate or associate of one of the top 10 global
networks providing audit services, but shall exclude any past and existing
auditors of the Investor Group).

8.4 The Company agrees to enter into any new transaction with Related Parties
(excluding any periodic renewals of the existing transactions with Related Parties)
after the Completion Date, with the prior consent of the Investor Group in writing.
In the event, the Investor Group does not provide its acceptance or denial in
relation to approval sought in this Clause 8.4, within a period of 7 (seven) days
from the receipt of the request from the Promoter, the Investor Group shall have
deemed to have approved such related party transaction.

8.5 The Company agrees to enter into any new transaction with the Investor Group
and their respective Affiliates (excluding any periodic renewals of the existing
transactions with the Investor Group and their respective Affiliates) after the
Completion Date, with the prior consent of the Promoters in writing. In the event,

16
 the Promoters do not provide their acceptance or denial in relation to approval
sought in this Clause 8.5, within a period of 7 (seven) days from the receipt of the
request from the Investor Group, the Promoter shall have deemed to have
approved such related party transaction.

9. INFORMATION RIGHTS

9.1 Subject to applicable Law, the Investor Group will have a right to receive

(a) financial information of the Company and its Material Subsidiaries as

reasonably requested by the Investor Group; and

(b) information related to a material event in a timely manner.

9.2 It is clarified that the Director(s) nominated by the Investor Group shall be
provided all the information as part of the board process.

9.3 Any information shared with the Investor Group under Clause 9 shall constitute
Confidential Information under this Agreement.

10. RESTRICTIONS ON TRANSFER OF SECURITIES

10.1 Subject to Clause 7.4, the Investor Group shall not, directly or indirectly, Transfer
the Investor Securities (including any legal or beneficial interest therein), to any
Competitor. Provided that any Transfer of Investor Securities permitted under this
Clause 10 does not, directly or indirectly, permit Encumbrance of the Investor
Securities with a Competitor.

10.2 The Investor Group shall comply with the lock-in requirements as prescribed
under Regulation 167 of the SEBI ICDR Regulations and shall not, directly or
indirectly, Transfer any Investor Securities including the Subscription Securities in
breach of the Law.

10.3 Subject to Clause 10.1 and 10.2, the Investor Group may Transfer any/all of its
Investor Securities to a Permitted Transferee (“Permitted Transferee Transfer”)
at any time during the term of this Agreement through a Private Sale or a Block
Deal Mechanism, subject to the following conditions:

(a) the Investor shall provide a written notice to the Promoter and the
Company specifying the identity of the Permitted Transferee, the number
of Securities Transferred and the date of the transfer within 5 (five) days of
the completion;

(b) simultaneously with the completion of the proposed Transfer to the

Permitted Transferee, the Permitted Transferee shall execute a deed of
adherence, agreeing to be bound by the terms and conditions of this
Agreement;

(c) pursuant to the Transfer, the Permitted Transferee shall not individually
hold such number of Securities which trigger an open offer under the SEBI
Takeover Regulations;

17
 (d) the Investor, being the transferor, continuing to be jointly and severally
liable along with the Permitted Transferee for all the obligations under this
Agreement; and

(e) the Transfer of the Securities to the Permitted Transferee shall be reversed
by such Permitted Transferee to a member of the Investor Group, prior to
the Permitted Transferee ceasing to be an Affiliate of the Investor Group.

10.4 Any Transfer of Investor Securities in violation of the provisions of this

Agreement shall be null and void ab initio, not be binding on the Company and
the Company shall not register any such Transfer.

10.5 EXIT

10.5.1 The Investor Group and the Promoters agree and undertake that, any time after the
Completion Date and up to the 3rd (third) anniversary from the Completion Date
or such extended period as mutually agreed between the Investor Group and the
Promoters in writing, they shall jointly appoint a mutually acceptable investment
banker of international/ national repute (“Investment Banker”) and give such
mandate to identify potential purchaser(s) for acquisition of at least 51% of the
Equity Share Capital of the Company (“Exit Purchaser”).

10.5.2 All Parties shall follow the process required by the Investment Banker and duly
consider the price per Security offered by the Exit Purchaser (“Proposed Value”),
who individually or as a block/ consortium, proposes to acquire at least 51% of
the Equity Share Capital of the Company.

10.5.3 Each of the Investor Group and Promoters shall have the option to Transfer any or
all of the Securities held by them respectively, to the Exit Purchaser (who has
offered the highest Proposed Value and proposes to acquire at least 51% of the
Equity Share Capital of the Company) (“Final Exit Purchaser”), at a value that is
not lower than the Proposed Value offered by the Final Exit Purchaser (“Exit”).

10.5.4 Each of the Investor Group and Promoters agree and acknowledges that, in the
event any of the Investor Group or Promoters do not propose to Transfer all of the
Securities held by it, the same shall be without prejudice to any dilution of the
stake held by the said Person in the Company in order to facilitate the Exit.

10.5.5 Each of the Parties shall undertake all necessary steps including by way of
exercise of voting rights in the Company to implement and give effect to the Exit
and acquisition of at least 51% of the Equity Share Capital of the Company by the
Final Exit Purchaser. Without foregoing the generality of the above, each of the
Parties shall take necessary steps and facilitate any requirement by the Final Exit
Purchaser to restructure the Business or the shareholding structure or constitution
of the Company.

11. NON-COMPETE AND NON-SOLICITATION

11.1 During the term of this Agreement, the Promoters and the Investor Group,
covenant and undertake to each other that they shall not, and shall procure that,
their respective Affiliates shall not, directly or indirectly, (i) in case of Investor

18
 Group, for so long as the Investor Group owns and holds (directly or indirectly)
equal to or more than 5% of the Equity Share Capital in the Company; and (ii) in
case of Promoters, for so long as the Promoters continue to be classified as the
‘promoter’ of the Company under Applicable Law or own and hold (directly or
indirectly) equal to or more than 5% Equity Share Capital in the Company:

(a) carry on, engage in, manage, own, invest in (by way of equity, debt, equity
linked instrument, debt linked instrument or similar hybrid instruments)
business which may compete with the Business (in its entirety or in part) in
India; or

(b) enter into any formal discussions, negotiations, or agreements with any
Person, for a project which may compete with the Business, (in its entirety
or in part), in India;

provided however that, nothing contained in this Clause shall restrict or apply to:

(i) any investments or businesses being undertaken by the Promoters as on the

Completion Date;

(ii) the acquisition of Wind World (India) Limited (“Wind World”) by the
Investor Group or an Affiliate of the Investor Group. Provided further that,
the Investor Group agrees that it shall take all necessary steps to procure that
Wind World will not provide any services to any customer, who operates a
turbine procured from the Company or does any activities that would
negatively impact Suzlon business;

(iii) the bidding by the Investor Group or their Affiliates for any solar projects
for power generation.

11.2 The Investor Group and the Promoters (together with their respective Affiliates)
shall not, whether directly or indirectly, by themselves or in association with or
through any Person, in any manner whatsoever (whether in its own capacity or in
conjunction with or on behalf of any Person, as an employee, adviser, partner or
shareholder of or consultant to any other Person), do or undertake or attempt to do
or undertake any of the following activities:

(a) tender for, canvass or solicit or attempt to tender for, canvass or solicit any
current client or customer of the Company or its Subsidiaries for a
competing Business;

(b) induce or attempt to induce any client, customer or supplier of any

member of the Company or its Subsidiaries to cease to deal with the
Company or its Subsidiaries or any member thereof or otherwise interfere
with the relationship between such client, customer or supplier and the
Group and/or its members;

(c) hire or solicit the employment of any employee of any member of the
Company or its Subsidiaries;

(d) induce or attempt to induce any employees of any of the members of the

19
 Group to leave the employment of the concerned member or otherwise
interfere in any manner with the contractual, employment or other
relationship of such employees of the Company or its Subsidiaries with the
Company or its Subsidiaries; or

(e) assist, influence, encourage or induce such action in any manner

whatsoever.

12. EVENTS OF DEFAULT

12.1 An event of default in relation to the Investor Group shall occur on the happening
of any of the following events (such an event, an “Investor Group Event of
Default”):

(a) Any of the representations and warranties of the Investor Group under this
Agreement not being true as of the date of this Agreement and Completion
Date; and

(b) any breach of obligations by any Investor which are set out in Clause 4
(Management of the Company), Clause 5 (Shareholder Vote Items), Clause
6 (Voting Arrangement), Clause 7 (Investor Group Covenants and
Undertakings), Clause 10 (Restrictions on Transfer of Securities) and
Clause 14 (Term and Termination) of this Agreement.

12.2 An event of default in relation to the Promoters or the Company shall occur on the
happening of any of the following events (such an event, a “Promoters/
Company Event of Default”):

(a) any breach of obligations by the Promoters or the Company which are set
out in Clause 5 (Shareholder Vote Items), Clause 8 (Promoters Covenants
and Undertakings) and Clause 14 (Term and Termination) or a material
breach of Clause 9 (Information Rights) of this Agreement;

(b) Any of the representations and warranties of the Company and the
Promoters under this Agreement not being true as of the date of this
Agreement and Completion Date; and

(c) the purported termination of this Agreement by the Company and/or the
Promoter other than as provided in this Agreement.

13. CONSEQUENCES OF CERTAIN EVENTS OF DEFAULT

13.1 If the Investor Group (or any Investor) takes any action or fails to take any action
which, in the Promoter’s or the Company’s view, results in breach of the Investor
Group’s obligations under Clauses 4.4 and Clause 7 of this Agreement (the
“Hostile Control Breach”), then the Promoters and/ or the Company shall be
permitted to immediately refer the Hostile Control Breach for dispute resolution
under Clause 18 of this Agreement, upon issuance of a written notice intimating
20
 the Investor Group of the Hostile Control Breach (the “Hostile Control Breach
Notice”), seeking:

(a) interim relief within 30 (Thirty) days of the issuance of the Hostile Control
Breach Notice, which, amongst others, may include suspension of all
rights of the Investor Group under this Agreement and keeping in
abeyance of voting rights in respect of the Investor Group in respect of
Investor Securities pending conclusion of the arbitral proceedings; and

(b) final relief within 180 (One Hundred and Eighty) days of the issuance of
the Hostile Control Breach Notice, which, amongst others, may include
termination of all rights of the Investor Group under Clause 10
(Restrictions on Transfer of Securities) under this Agreement and survival
of all obligations of the Investor Group under Clauses 4 (Management of
the Company), 6 (Voting Arrangement) and 7 (Investor Group Covenants
and Undertakings) this Agreement as well as any specific performance for
rectification of the Hostile Control Arrangement Breach and appropriate
damages.

13.2 If the Investor Group (or any Investor) takes any action or fails to take any action,
whether directly or indirectly, which, in the Promoter’s or the Company’s view,
results in breach of the Investor Group’s obligations under Clause 4 (Management
of the Company) (“Management Control Breach”), the Investor Group shall take
all necessary actions, including undertaking mediations and negotiations with the
Company and/or the Promoters to resolve the Management Control Breach within
the 30 (Thirty) days (“Control Breach Cure Period”) of the intimation of the
Management Control Breach to the Investor Group by a written notice
(“Management Control Breach Notice”). The Control Breach Cure Period shall
not be available to the Investor Group if the Management Control Breach has led
to the Promoters losing Control of the Company.

13.3 Upon issuance of the Management Control Breach Notice or expiry of the Control
Breach Cure Period, as applicable per Clause 13.2 above, the Company and/ or the
Promoters shall be permitted to immediately refer the Management Control
Breach for dispute resolution under Clause 18 of this Agreement, seeking:

(a) interim relief within 30 (Thirty) days of the Management Control Breach
Notice or expiry of the Control Breach Cure Period, as applicable, which,
amongst others, may include suspension of all rights of the Investor Group
under this Agreement, including under Clause 5 and keeping in abeyance
of voting rights in respect of the Investor Group in respect of Investor
Securities pending conclusion of the arbitral proceedings; and

(b) final relief within 180 (One Hundred and Eighty) days Management
Control Breach Notice or expiry of the Control Breach Cure Period, as
applicable, which, amongst others, may include re-instatement of Control
of the Promoters on the Company, termination of all rights of the Investor
Group under Clauses 5 (Shareholder Vote Items) and 10 (Restrictions on
Transfer of Securities) under this Agreement and survival of all obligations
of the Investor Group under Clauses 4 (Management of the Company), 6
(Voting Arrangements) and 7 (Investor Group Covenants and
21
 Undertakings) of this Agreement as well as any specific performance for
rectification of the Management Control Breach and appropriate damages.

13.4 If the Investor Group (or any Investor) takes any action, whether directly or
indirectly, which, in the Promoter’s or the Company’s view, results in breach of
the Investor Group’s obligations under Clause 10 (Restrictions on Transfer of
Securities) (“Transfer Restrictions Breach”), the Investor Group shall take all
necessary actions, including reversing such a Transfer of Investor Securities
leading to the breach in order to resolve the Transfer Restrictions Breach within
the 30 (Thirty) days (“Transfer Breach Cure Period”) of the intimation of the
Transfer Restrictions Breach to the Investor Group by a written notice (“Transfer
Breach Notice”). The Transfer Breach Cure Period shall not be available to the
Investor Group if the Management Control Breach has led to a Competitor
acquiring 50% of the Shareholding Percentage of the Investor Group.

13.5 Upon issuance of the Transfer Breach Notice or expiry of the Transfer Breach
Cure Period, as applicable per Clause 13.4 above, the Company and/ or the
Promoters shall be permitted to immediately refer the Transfer Restrictions Breach
for dispute resolution under Clause 18 of this Agreement, seeking:

(a) interim relief within 30 (Thirty) days of the Transfer Breach Notice or
expiry of the Transfer Breach Cure Period, as applicable, which, amongst
others, may include suspension of all rights of the Investor Group under
this Agreement, including under Clause 5 and keeping in abeyance of
voting rights in respect of the Investor Group in respect of Investor
Securities pending conclusion of the arbitral proceedings; and

(b) final relief within 180 (One Hundred and Eighty) days of Transfer Breach
Notice or expiry of the Transfer Breach Cure Period, as applicable, which,
amongst others, may include reversal of the Transfer of the Investor
Securities that led to Transfer Restrictions Breach, termination of all rights
of the Investor Group under Clauses 5 (Shareholder Vote Items) and 10
(Restrictions on Transfer of Securities) under this Agreement and survival
of all obligations of the Investor Group under Clauses 4 (Management of
the Company), 6 (Voting Arrangements) and 7 (Investor Group Covenants
and Undertakings) of this Agreement as well as any specific performance
for rectification of the Transfer Restrictions Breach and appropriate
damages.

13.6 If the Promoters breach any of its material obligations under this Agreement
(“Promoter Breach”), then within 90 (Ninety) days (“Promoter Breach Cure
Period”) of the intimation of the Promoter Breach by the Investor Group to the
Promoters by a written notice with explanations and relevant evidence in this
regard (“Promoter Breach Notice”), the Promoters shall take all necessary
actions including undertaking mediations and negotiations with the Investor
Group to resolve the Promoter Breach.

13.7 Upon the expiry of the Promoter Breach Cure Period, the Investor Group shall be
permitted to immediately refer the Promoter Breach for dispute resolution under
Clause 18 of this Agreement.

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14. TERM AND TERMINATION

The provisions of this Agreement shall remain valid and binding on the Parties
until such time as the Agreement is terminated in accordance with this Clause 14.

14.1 This Agreement may be terminated:

(a) This Agreement shall be valid only till the Investor Group or the
Promoters hold at least 5% each in the Company. Provided that if at any
time the Shareholding Percentage of the Promoters in the Company falls
below 5%, this Agreement shall only terminate if the Promoters have not
been able to increase their Shareholding Percentage in the Company to at
least 5% within a period of 180 (One Hundred and Eighty) days from the
date on which the Promoter’s Shareholding Percentage in the Company
falls below 5%;

(b) by the Investor Group if the Main Promoter ceases to be the Chairman or
the Managing Director of the Company, within a period of 1(One) year
thereof;

(c) at any time by mutual written agreement of the Parties;

(d) completion does not occur by the Long Stop Date, in accordance with the
provisions of the Securities Subscription Agreement; or

(e) automatically if there is a complete exit by either the Investor Group or the
Promoters pursuant to the process mentioned in Clause 10.5 (Exit).

14.2 Consequences of Termination

14.2.1 The right to terminate as aforesaid in Clause 14.1 shall be without prejudice to all
the rights and remedies under Law available to the Parties, including but not
limited to the right to seek, as an alternative to termination, specific performance
of the obligations under the Agreement or terminate the Agreement and seek
losses for the breach from any Party committed during the period prior to such
termination.

14.2.2 The termination of this Agreement shall not relieve any Party of any obligation or
liability accrued prior to the date of termination.

14.2.3 The provisions of Clauses 1 (Definitions), 15 (Representations and Warranties of

the Parties), 12 (Event of Default), 13 (Consequences of Certain Events of
Default), 18 (Dispute Resolution), 16 (Confidentiality), 19.2 (Notices), 17.1
(Governing Law), 14 (Term and Termination) and 19.1 (Costs) as are applicable
or relevant thereto, shall survive termination of this Agreement.

15. REPRESENTATIONS AND WARRANTIES

15.1 Each Party represents and warrants to the other Parties that as of the date of this
Agreement and as of the Completion Date:

(a) it is duly incorporated and is validly existing under the applicable Laws of
23
 its jurisdiction and has all necessary corporate power, authority and
capacity to enter into this Agreement (to the extent the Party is a
company);

(b) the Agreement constitutes valid and binding obligations and is enforceable
on its part in accordance with the terms of this Agreement against such
Party;

(c) the execution and performance of this Agreement by it does not

contravene, violate or conflict with any (i) provisions of its memorandum
of association and articles of association; or (ii) applicable Laws; or (iii)
any terms of any Approvals and Consents applicable to the Party; or (iv)
the terms of any agreement to which it is a party or made by the Party; and

(d) each of the representations, warranties and statements contained in this

Clause 15.1 are true and correct as of the execution of this Agreement and
the Completion Date.

16. CONFIDENTIALITY

16.1 Each Party undertakes to keep and make reasonable efforts to ensure that each
member of its Affiliates and its and their directors, officers, managers, members,
employees, legal, financial and professional advisors and bankers (collectively,
“Representatives”) keep such Confidential Information confidential and not
disclose such Confidential Information to any Third Party, except with the prior
written consent of the other Parties.

16.2 The term “Confidential Information” as used in this Agreement in relation to a

Party shall include any written information relating to:

(a) this Agreement, the Transaction Documents, the customers (and their
identities), Business, assets, transactions or affairs (such as the business
strategies or methods) of the Company, and any other Party or any of their
respective Groups; and

(b) any information or materials prepared by a Party or its Representatives that

contains or otherwise reflects, or is generated from, Confidential
Information.

16.3 The provisions of Clause 16 shall not apply to:

(a) Confidential Information that is or becomes publicly available (other than

as a result of a breach of this Clause 16);

(b) to disclosure by a Party to its Representatives, provided that such

disclosure is for a purpose related to the operation of this Agreement, the
Transaction Documents, or the Business or a claim under this Agreement
and/or the Transaction Documents, and the Party informs its
Representatives that such information is confidential and requires them to
keep it confidential and not disclose it to any Third Party who is not that
Party’s Representatives (other than persons to whom it has already been

24
 disclosed in accordance with the terms of this Agreement);

(c) to disclosures to the extent required, under the rules of any stock exchange,
applicable Law, generally accepted accounting principles applicable to any
Party, any regulatory process or any legal action, suit or proceeding after
providing prior notice to the other Parties to the extent legally permissible
and practicable under the circumstances and subject to any practicable
arrangements to protect confidentiality;

(d) any public announcement agreed by the Parties.

16.4 The Parties further agree and undertake that they shall not use the Confidential
Information for purposes other than those related to the Company or evaluating
their investment in the Company.

16.5 This Clause 16 shall continue in full force and effect for a period of 3 (Three)
years from the date on which the Confidential Information was delivered or 2
(Two) years from the date of termination of this Agreement, whichever is later.

17. GOVERNING LAW AND JURISDICTION

17.1 This Agreement shall be governed in all respects by the Laws of the Republic of
India. Subject to Clause 18 below, the courts in Mumbai shall have exclusive
jurisdiction to settle any disputes that may arise out of or in connection with this
Agreement including any dispute relating to the existence, validity or termination
of this Agreement.

18. DISPUTE RESOLUTION

18.1 In the event of any dispute or claim (“Dispute”) of whatever nature, arising under,
out of or in connection with or relating to the existence or validity or termination,
the interpretation hereof, the activities performed hereunder, the duties or
obligations of the Parties or the breach hereof, such Dispute shall first be
attempted to be settled through good faith negotiation between the Main Promoter
and the Main Investor.

18.2 Any Dispute which cannot be resolved by mutual conciliation between the Main
Promoter and the Main Investor, as aforesaid within 45 (forty five) days of
consultation or such further period as the Main Promoter and the Main Investor
may agree, shall be referred to and finally resolved by arbitration in Mumbai and
conducted in accordance with the (Indian) Arbitration and Conciliation Act, 1996
as per the Rules of the Singapore International Arbitration Centre (“SIAC”),
before a sole arbitrator appointed by the SIAC.

18.3 The seat, or legal place of arbitration shall be Mumbai and the language of the
arbitration shall be English.

18.4 The arbitral tribunal shall comprise of 1 (one) arbitrator if the Parties concur in the
appointment of a single arbitrator, failing which, each Party shall appoint 1 (one)
arbitrator and the 2 (two) arbitrators so appointed shall, in turn, appoint a
presiding arbitrator.

25
18.5 The award of the arbitrators shall be final and binding on the Parties to the
reference. The awards of the arbitrators shall be in writing and contain reasons.
Upon receipt of any arbitral award, the Parties undertake to carry out the arbitral
award without any delay.

18.6 The losing Party in an arbitration proceeding shall bear the arbitration fees,
disbursements, costs, out-of pocket expenses, and reasonable attorney fees of the
winning Party as determined by the arbitral tribunal.

18.7 The arbitration proceedings and all matters pertaining to the arbitration and all
documents and submissions made therein pursuant to this Clause 18 shall be
strictly confidential and subject to the provisions of Clause 16 (Confidentiality)

19. MISCELLANEOUS

19.1 Costs

19.1.1 Subject to, each of the Shareholders shall pay its own costs, charges and expenses
(including stamp duty) incurred in connection with entering into this Agreement
and the transactions contemplated by it and any other agreements to be signed by
the Shareholders relating to such transactions.

19.1.2 The stamp duty payable on this Agreement shall be borne by the Company.

19.2 Notice

19.2.1 Service of Notice

(a) Except as may be otherwise provided herein, all notices, requests, waivers
and other communications made pursuant to this Agreement shall be in
writing and signed by or on behalf of the Party giving it. Such notice shall
be served by sending it by facsimile to the number set forth below or
delivering by hand, mail or courier to the address set forth below. In each
case it shall be marked for the attention of the relevant Party set forth
below.

(b) Any notice so served shall be deemed to have been duly given (i) in case
of delivery by hand, when hand delivered to the other Party; or (ii) when
sent by facsimile, upon transmission; or (iii) when sent by mail, where 7
(seven) Business Days have elapsed after deposit in the mail with certified
mail receipt requested postage prepaid; or (iv) when delivered by courier
on the 2nd (second) Business Day after deposit with an overnight delivery
service, postage prepaid, with next Business Day delivery guaranteed,
provided that the sending Party receives a confirmation of delivery from
the delivery service provider; or (v) for electronic mail notification with
return receipt requested, upon the obtaining of a valid return receipt from
the recipient. Each Person making a communication hereunder by
facsimile shall promptly confirm by telephone or regular mail or electronic
26
 mail to the Person to whom such communication by facsimile was
addressed, each communication made by it by facsimile pursuant hereto
but the absence of such confirmation by telephone or regular mail or
electronic mail shall not affect the validity of any such facsimile
communication.

To the Promoters:

Attention : Mr. Girish Tanti

Address : 5th Floor, Godrej Millenium, 9th Koregaon Park
Pune - 411001
Telephone : +91 20 6627 8000
Email : [email protected]

To the Investor Group:

Attention : Mr. Sudhir Valia

Address : 3, Narayan Building, 23, LN Road, Dadar
(East), Mumbai – 400014, India.
Telephone : + 91 22 2411 4546
Fax :+ 91 22 4334 1990
Email : [email protected]
With a copy to : Bathiya Legal

Attention : Mr. Pankaj Bathiya

Address : 909, Hubtown Solaris, Near East-West
Flyover, NS Phadke Marg, Andheri East,
Mumbai - 400069
Telephone : 15, Tardeo AC Market, Tardeo Road,
Fax Mumbai - 400034
Email : 022-61338000
: 022-61338080
: [email protected]

To the Company:
Attention : The Managing Director
Address : One Earth, Hadapsar, Pune-411028
Telephone : +91-20-67022000
Fax : +91-20-67022100
Email : [email protected]/ [email protected]

19.2.2 Change of Address

A Party may change or supplement the addresses given above, or designate

additional addresses, for purposes of this Clause 19.2, by giving the other Party
written notice of the new address in the manner set forth above.

19.3 Conflicts

In the case of any discrepancy or conflict between the provisions of this

27
 Agreement and any other document executed pursuant to this Agreement, the
provisions of this Agreement shall prevail unless the contrary is specified in such
other document as agreed by the Parties.

19.4 Further Assurances

19.4.1 Subject to the terms of this Agreement the Parties shall use their reasonable efforts
to do or cause to be done, such further acts, deeds, matters and things and execute
such further documents as may be reasonably required to give full effect to the
terms of this Agreement.

19.5 Announcements

19.5.1 No Party shall make or permit any Person connected with it to make any
announcement concerning this Agreement or any transactions contemplated by
this Agreement or any ancillary matter before, on or after the Completion Date
except as required by applicable Law or any Governmental Authority or with the
prior written approval of the other Party.

19.5.2 If a Party has an obligation to make or issue any announcement required by law,
the relevant Party shall to the extent practicable (and it is legally able to do so)
give the other Parties every reasonable opportunity to comment on any
announcement or release before it is made or issued (provided that this shall not
have the effect of preventing the Party making the announcement or release from
complying with its legal obligations).

19.6 No Partnership or Agency

Nothing in this Agreement, and no action taken under this Agreement, shall save
to the extent otherwise specifically provided in this Agreement, constitute or be
deemed to constitute a partnership or establish a relationship of principal and
agent between the Parties or (save as otherwise stated herein) otherwise authorise
a Party to bind the other Parties for any purpose.

19.7 Counterparts

19.7.1 This Agreement may be executed in any number of originals or counterparts, each
in the like form and all of which, when taken together, shall constitute one and the
same document. Any Party may execute this Agreement by signing any one or
more of such originals or counterparts.

19.7.2 Delivery of an executed signature page of a counterpart of this Agreement by fax

or in Adobe TM Portable Document Format (PDF) sent by electronic mail shall
take effect as delivery of an executed counterpart of this Agreement. If either
method is adopted, without prejudice to the validity of this Agreement, each Party
shall provide the others with the entire Agreement in original along with such
signature as soon as reasonably practicable thereafter.

19.7.3 No counterpart shall be effective until each Party has executed atleast one counter-
part.

19.8 Variation
28
19.8.1 No variation of this Agreement shall be binding on any Party unless such variation
is in writing and approved and signed by the Company, the Promoter and the
Investor.

19.9 Successors and Assignment

19.9.1 No rights, liabilities or obligations under this Agreement shall be assigned or

transferred, in whole or in part, by any Party (including any Person who is has
signed a deed of adherence to this Agreement) without the prior written consent of
the other Parties.

19.10 Waiver

19.10.1 No failure of any Party to exercise, and no delay by it in exercising, any right,
power or remedy in connection with this Agreement shall operate as a waiver of
that right, nor shall any single or partial exercise of any right preclude any other
or further exercise of that right or any other right.

19.10.2 A Person that waives a right in relation to one Person, or takes or fails to take
any action against that Person, does not affect its rights against any other Person.

19.10.3 No single or partial exercise of any right or remedy under this Agreement shall
prevent or restrict the further exercise of that or any other right or remedy.

19.10.4 The rights provided under this Agreement are cumulative and not exclusive of
any other rights, powers and remedies provided by law or otherwise. The Parties
each hereby agree that a Party shall be entitled, in addition to all other remedies
available at law or in equity, to equitable remedies, including injunctive relief
and specific performance from any court of competent jurisdiction, in the event
of any breach of this Agreement.

19.10.5 A waiver of any right or remedy under this Agreement is only effective if it is in
writing and it is signed by the Person waiving such right or remedy. Any such
waiver shall apply only to the Person to whom the waiver is addressed and the
circumstances for which it is given and shall not be deemed a waiver of any
subsequent breach or default.

19.11 Binding Effect

This Agreement shall inure to the benefit of and be binding upon the Parties and
their respective successors and permitted assigns. Nothing in this Agreement,
expressed or implied, is intended to confer on any Person other than the Parties,
their successors and permitted assigns, any rights, benefits, privileges, liabilities or
obligations under or by reason of this Agreement.

19.12 Severability

19.12.1 If any provision or part of any provision of this Agreement or the application
thereof to any Person or circumstance shall be held to be illegal, invalid or
unenforceable to any extent, in whole or part, the provision shall apply with
whatever deletion or modification is necessary so that the remaining provisions
or part of provisions shall continue to be legal, valid and enforceable and gives
29
 effect to the commercial intent of the Parties under this Agreement.

19.12.2 To the extent that any provisions or part of any provisions under this
Agreement cannot be deleted or modified, then such provision or a part of it
shall, to the extent that is illegal, invalid or unenforceable shall be deemed to
not form a part of this Agreement and that the legality, validity and
enforceability of the remainder of this Agreement shall not be affected and
shall be valid and enforceable to the fullest extent permitted by applicable Law.

19.12.3 If any Party determines that one or more of the rights under the agreements
may become or has become unenforceable or may not be or is not permitted
under applicable law, the Parties shall discuss in good faith entering into
alternative agreements or arrangements that provide for effectively the same
material rights granted to the Parties thereunder to give effect to the
commercial understanding between the Parties in this regard.

19.13 Entire Agreement

19.13.1 This Agreement and the Transaction Documents (including all Schedules
hereto) contains the entire agreement between the Parties with respect to the
subject matter of this Agreement and the Transaction Documents at the
Completion Date to the exclusion of any terms implied by applicable Law which
may be implied by contract and supersedes all prior agreements and
understandings, oral or written, express or implied, with respect to such matters
dealt with in this Agreement and the Transaction Documents.

19.13.2 Each Party acknowledges that in entering into this Agreement and the
Transaction Documents, it does not rely on, and shall have no remedy in respect
of, any representation or warranty (whether made innocently or negligently) that
is not set out in this Agreement or the Transaction Documents.

19.13.3 Nothing in this Clause 19.13 shall limit or exclude any liability for fraud.

19.14 Specific Performance

Notwithstanding any express remedies provided under this Agreement and

without prejudice to any other right or remedy which any Party may have, each
Party agrees that damages alone may not be an adequate remedy for any breach
of this Agreement. The Parties shall have the right to seek a decree of specific
performance and appropriate injunctive relief for enforcing its rights under this
Agreement. Such remedies shall be cumulative and not exclusive and shall be in
addition to any other remedies which any Party may have under this Agreement
or otherwise.

19.15 General Authority

19.15.1 Each Promoter hereby agrees and acknowledges that it shall be bound by the
terms and conditions of this Agreement and shall be entitled to the benefits
hereof. Each Promoter hereby authorizes the Main Promoter or his duly

30
 constituted attorney to be its representative for the purposes of negotiating,
coordinating and executing this Agreement, for giving and receiving notices
under this Agreement, for making and receiving payments under this Agreement
and for executing all documents, deeds and writings and for doing all acts, deeds
and things to be executed or done pursuant to the provisions of this Agreement.

19.15.2 Each Promoter hereby agrees and undertakes to perform all of the duties and
obligations, and discharge all of the liabilities, of the other Promoters under and
in accordance with this Agreement. The Promoters hereby agree, acknowledge
and confirm that their liability under or pursuant to this Agreement shall be joint
and several and that the Investor Group shall be entitled, in its absolute
discretion, to enforce its rights and remedies under this Agreement or otherwise
at law against any, some or all of them jointly.

19.15.3 Each Investor hereby agrees and acknowledges that it shall be bound by the
terms and conditions of this Agreement and shall be entitled to the benefits
hereof. Each Investor hereby authorizes the Main Investor or his duly
constituted attorney for the purposes of negotiating, coordinating and executing
this Agreement, for giving and receiving notices under this Agreement, for
making and receiving payments under this Agreement and for executing all
documents, deeds and writings and for doing all acts, deeds and things to be
executed or done pursuant to the provisions of this Agreement.

19.15.4 Each Investor hereby agrees and undertakes to perform all of the duties and
obligations, and discharge all of the liabilities, of the other members of the
Investor Group under and in accordance with this Agreement. The Investor
Group hereby agree, acknowledge and confirm that their liability under or
pursuant to this Agreement shall be joint and several and that the Promoters and/
or the Company shall be entitled, in its absolute discretion, to enforce its rights
and remedies under this Agreement or otherwise at law against any, some or all
of them jointly.

31
IN WITNESS WHEREOF, the parties hereto, acting through their duly authorized
representatives, have caused this Agreement to be signed in their respective names as of
the date first above written.

SIGNED AND DELIVERED by the Promoters

acting as their duly constituted attorney

Name:

Title:

SIGNED AND DELIVERED by the Investor

Group acting as their duly constituted attorney

Name:

Title:

SIGNED AND DELIVERED by the Company

acting by its duly authorized signatory

Name:

Title:

32
 SCHEDULE I

ENTITIES FORMING PART OF THE PROMOTERS

1. Tulsi R.Tanti
2. Gita T. Tanti
3. Tulsi R.Tanti as karta of Tulsi Ranchhodbhai HUF
4. Tulsi R.Tanti as karta of Ranchhodbhai Ramjibhai HUF
5. Tulsi R.Tanti J/w. Vinod R.Tanti J/w. Jitendra R.Tanti
6. Tanti Holdings Private Limited
7. Vinod R.Tanti
8. Jitendra R.Tanti
9. Sangita V.Tanti
10. Lina J.Tanti
11. Rambhaben Ukabhai
12. Vinod R.Tanti as karta of Vinod Ranchhodbhai HUF
13. Jitendra R.Tanti as karta of Jitendra Ranchhodbhai HUF
14. Pranav T.Tanti
15. Nidhi T.Tanti
16. Rajan V.Tanti
17. Brij J.Tanti
18. Trisha J.Tanti
19. Girish R.Tanti
20. Samanvaya Holdings Private Limited

33
 SCHEDULE II

DETAILS OF THE INVESTOR GROUP

S. Investor Group
N.
1. Shanghvi Finance Pvt. Ltd. J/w. Aditya Medisales Ltd. J/w. Kumud S. Shanghvi in
the capacity of partners of M/s. Sunrise Associates

2. Shanghvi Finance Pvt. Ltd. J/w. Aditya Medisales Ltd. J/w. Aalok D. Shanghvi in
the capacity of partners of M/s. Goldenstar Enterprises

3. Shanghvi Finance Pvt. Ltd. J/w. Aditya Medisales Ltd. J/w. Vibha Shanghvi in the
capacity of partners of M/s. Pioneer Resources

4. Aditya Medisales Ltd. J/w. M J Pharmaceuticals Pvt. Ltd. J/w. Ms. Vidhi Shanghvi
in the capacity of partners of M/s. Expert Vision

5. Cannon Realty Pvt. Ltd. J/w. Sun Fastfin Services Pvt. Ltd. in the capacity of
partners of M/s. GEE SIX Enterprises

6. Aalok D. Shanghvi

7. Vibha Shanghvi

8. Vidhi D. Shanghvi

9. Neostar Developers LLP

10. Real Gold Developers LLP

11. Suraksha Buildwell LLP

12. Sudhir V. Valia

13. Raksha S. Valia

14. Vijay M. Parekh

15. Paresh M. Parekh

34
 SCHEDULE III

SHAREHOLDER VOTE ITEMS

1. Any amendments to the Memorandum or the Articles, which prejudices in any

material respect, the rights of Investor Group under this Agreement, except
amendment to the Articles required in respect of the matters contemplated under
this Agreement;

2. Cessation or disposal of all or substantial part of the business or an undertaking of

the Company or of a Material Subsidiary to a Third Party, in excess of the limits
prescribed under Regulation 24(6) of SEBI LODR Regulations and Section 180 of
the Act, as applicable;

3. Disposal or transfer or divestment of shares of a Material Subsidiary to a Third

Party resulting in reduction of the Company’s shareholding in such Material
Subsidiary (either on its own or together with other Subsidiaries) to less than fifty
percent or cessation of the exercise of Control over such Material Subsidiary;

4. Acquisition of a business, bodies corporate or undertaking or entering into any

joint venture by the Company or any of the Material Subsidiaries (including
commencement of actions in this regard), (whether undertakings or shares), of an
enterprise value of more than Rs. 100,00,00,000 (Rupees One Hundred Crore
only) per acquisition and arranging of financing thereof;

5. Any merger, demerger, buyback, reduction of capital, arrangement or compromise

with its creditors (other than operational creditors) or shareholders or effecting
any scheme of amalgamation or reconstruction, involving the Company or any of
the Material Subsidiaries and Third Parties;

6. A voluntary winding-up or insolvency or dissolution or concurrence with any

winding-up or insolvency proceedings initiated by a Third Party in relation to the
Company or a Material Subsidiary (save in the context of a merger transaction);

7. Change in capital structure of the Company by way of issuance of Securities or of

any of the Material Subsidiary by way of issuance of securities or share
capital other than on account of a) any preferential issuance of Equity Shares to
the Promoters in accordance with Clause 4.6 (Catch Up Event); b) any preferential
issuance of Equity Shares to the Promoters or the Investor Group as part of the
Promoter Creeping Acquisition or the Investor Creeping Acquisition; c) issuance
of Securities through a Rights Issue; d) issuance of Securities through a Further
Public Offer or Qualified Institutions Placement to the extent of 10% of the Equity
Share Capital on a Fully Diluted Basis as of the date of this Agreement, which
may be undertaken through more than one issuances, subject to the
aforementioned dilution limit; e) conversion of outstanding FCCBs or existing
employee stock options issued by the Company or its Material Subsidiaries; f)
conversion of loans availed by the Company or Material Subsidiaries from time to
time; g) requirement of the lenders of the Company or the Material Subsidiaries;
h) any issue of securities by the Material Subsidiary to the Company Group; or i)
any issue of securities by the Material Subsidiary to Third Parties in excess of
25% of the share capital of such Subsidiary;

35
8. Any borrowings availed by the Company or its Material Subsidiaries which has a)
repayment term in excess of 2 (Two) years; and b) in excess of limits pre-agreed
annually between the Promoters and the Investor Group (on a consolidated basis),
it is being clarified that the requirements of this paragraph 8 shall not apply with
respect to availing any working capital facilities by the Company or any
borrowings proposed to be availed by the Company for project specific facilities;

9. Provide any loans or issue any guarantees or create any security in excess of the
limits set out in Section 186(2) of the Act, it is being clarified that the
requirements of this paragraph 9 shall not apply with respect to provision of any
loans or issuance of any guarantees or creation of any security by the Company
for project specific facilities; and

10. Declaration of dividend by the Company of an amount greater than 25% of the net
profit of the Company for a Financial Year based on the Financial Statements of
the Company for the previous Financial Year, provided that any declaration of the
dividend by the Company in a Financial Year of an amount between 25%-50% of
the net profit of the Company for a Financial Year per the Financial Statements of
the previous Financial Year shall not be a Shareholder Vote Item if the working
capital requirements of the Company are met.

36
 AMENDMENT AGREEMENT

This AMENDMENT AGREEMENT (“Agreement”) is made on June 26, 2020 (“Execution Date”)

BETWEEN:

1. THE PERSONS DESCRIBED IN SCHEDULE I, who shall be singularly referred to as a

“Promoter” and collectively as the “Promoters” (which expression shall, unless repugnant
to the context or meaning thereof, include its successors and permitted assigns), represented
herein by their duly constituted attorney, Mr. Girish R. Tanti, of the FIRST PART;

AND

2. THE PERSONS DESCRIBED IN SCHEDULE II, who shall be singularly referred to as a

“Investor” and collectively as the “Investor Group” (which expression shall, unless
repugnant to the context or meaning thereof, include its successors and permitted assigns),
represented herein by their duly constituted attorneys, Mr. Paresh Parekh, of the SECOND
PART;

AND

3. SUZLON ENERGY LIMITED a company incorporated under the laws of India under the
(Indian) Companies Act, 1956, with registered number 04-25447 and bearing corporate
identification number L40100GJ1995PLC025447 and having its registered office at “Suzlon”,
5, Shrimali Society, Near Shri Krishna Complex, Navrangpura, Ahmedabad-380009
(hereinafter referred to as the “Company”, which expression shall, unless repugnant to the
context thereof, include its successors and permitted assigns) of the THIRD PART.

(Each a “Party” and collectively, the “Parties”)WHEREAS

(A) The Parties have entered into the Amended and Restated Shareholders’ Agreement dated
February 28, 2020 (“SHA”) in connection with recording the terms and conditions regulating the
rights and obligations of (i) the Promoters and the Investor Group inter se; and (ii) the Investor Group
in the Company, as per such terms and conditions as set out in the SHA.

(B) The Parties are desirous of amending certain terms of the SHA and are accordingly entering
into this Agreement to record these limited amendments to the SHA.

THEREFORE, the Parties have agreed as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 The meanings ascribed to the capitalized words and expressions contained in the SHA shall
apply as and when they appear in this Agreement, unless otherwise repugnant to the context
thereof or unless otherwise defined in this Agreement.

1.2 The provisions of Clause 1.2 (Interpretation) of the SHA shall apply mutatis mutandis to this

1
 Agreement, as if specifically set out herein.

2. EFFECTIVENESS

2.1 The Parties agree that this Agreement shall become effective on and from the Execution Date.
Upon this Agreement becoming effective, this Agreement shall be read in conjunction with
the SHA and all references to the SHA, whether in part or whole, in any other agreement or
any other references thereof shall be deemed to be references to the SHA, as amended by this
Agreement.

2.2 Except as expressly modified in this Agreement, the terms and conditions of the SHA shall
remain unaltered and shall continue in full force and effect.

3. AMENDMENTS TO THE SHA

3.1 Clause 8.4 (Promoters/ Company Covenants and Undertakings) of the SHA shall be
completely deleted and replaced by the following:

“8.4 The Company agrees to enter into any transaction with Related Parties, (including any
ongoing exiting transactions with Related Parties and periodic renewals of the existing
transactions with Related Parties,) after the Completion Date, with the prior consent of the
Investor Group in writing.
If the Investor Group rejects any such transaction (whether ongoing existing or new), then the
Investor Group shall set out its reasons for such rejection in writing to the Promoters and the
Company.
It is further clarified that, the ongoing existing transaction with Related Parties shall continue
as per present terms for a period of 90 days from the execution of this Amendment Agreement,
within which time the Investor Group shall provide their suggestions, acceptance or denial.
Thereafter the Company and the Promoters shall consider such suggestions and modify the
said transactions accordingly or in case of denial by the Investor Group, the Promoters and
the Company shall discontinue and / or terminate such transactions and change shall be
implemented before March 31, 2021 or within such period as agreed by the Parties in
writing.

Provide however, in the event, the Investor Group does not provide its suggestions,
acceptance or denial in relation to approval sought in this Clause 8.4, within a period of 30
(Thirty) days from the receipt of the request from the Promoter in writing, the Investor Group
shall have deemed to have approved such related party transaction.”

4. A new clause 8.4(a) to be added to Clause 8 (Promoters/ Company Covenants and

Undertakings) of the SHA as the following:

“8.4(a) The Investor Group may decide to make recommendations to strengthen the purchase and
finance operations of the Company. The Company and the Promoters shall consider such
suggestions positively and expeditiously.”

5. Clause 14 (Termination), Clause 16 (Confidentiality), Clause 17 (Governing Law), Clause 18

(Dispute Resolution), and Clause 19 (Miscellaneous) of the SHA shall be incorporated herein
by reference as if expressly set out herein.

[The remainder of this page has been intentionally left blank.]

2
IN WITNESS WHEREOF, the parties hereto, acting through their duly authorized representatives,
have caused this Agreement to be signed in their respective names as of the date first above written.

SIGNED AND DELIVERED by the Promoters

acting as their duly constituted attorney

Name:

Title:

SIGNED AND DELIVERED by the Investor Group

acting as their duly constituted attorney

Name:

Title:

SIGNED AND DELIVERED by the Company

acting by its duly authorized signatory

Name:

Title:

3
4
 SCHEDULE I

ENTITIES FORMING PART OF THE PROMOTERS

1. Tulsi R.Tanti
2. Gita T. Tanti
3. Tulsi R.Tanti as karta of Tulsi Ranchhodbhai HUF
4. Tulsi R.Tanti as karta of Ranchhodbhai Ramjibhai HUF
5. Tulsi R.Tanti J/w. Vinod R.Tanti J/w. Jitendra R.Tanti
6. Tanti Holdings Private Limited
7. Vinod R.Tanti
8. Jitendra R.Tanti
9. Sangita V.Tanti
10. Lina J.Tanti
11. Rambhaben Ukabhai
12. Vinod R.Tanti as karta of Vinod Ranchhodbhai HUF
13. Jitendra R.Tanti as karta of Jitendra Ranchhodbhai HUF
14. Pranav T.Tanti
15. Nidhi T.Tanti
16. Rajan V.Tanti
17. Brij J.Tanti
18. Trisha J.Tanti
19. Girish R.Tanti
20. Samanvaya Holdings Private Limited

5
 SCHEDULE II

DETAILS OF THE INVESTOR GROUP

S. N. Investor Group

1 M/s. Sunrise Associates (through its partners Shanghvi Finance Pvt. Ltd. J/w. Aditya
Medisales Ltd. J/w. Kumud S. Shanghvi)

2 M/s. Goldenstar Enterprises (through its partners Shanghvi Finance Pvt. Ltd. J/w.
Aditya Medisales Ltd. J/w. Aalok D. Shanghvi)

3 M/s. Pioneer Resources (through its partners Shanghvi Finance Pvt. Ltd. J/w. Aditya
Medisales Ltd. J/w. Vibha Shanghvi)

4 M/s. Expert Vision (through its partners Aditya Medisales Ltd. J/w. M J
Pharmaceuticals Pvt. Ltd. J/w. Ms. Vidhi Shanghvi)

5 M/s. GEE SIX Enterprises (through its partners Cannon Realty Pvt. Ltd. J/w. Sun
Fastfin Services Pvt. Ltd.)

6 Aalok D. Shanghvi

7 Vibha Shanghvi

8 Vidhi D. Shanghvi

9 Neostar Developers LLP

10 Real Gold Developers LLP

11 Suraksha Buildwell LLP

12 Sudhir V. Valia

13 Raksha S. Valia

14 Vijay M. Parekh

15 Paresh M. Parekh