Common use of Conversion Ratio & Conversion Price Clause in Contracts

Conversion Ratio & Conversion Price. (a) The Conversion Ratio for the purposes of Series E CCPS shall be such that each Series E CCPS will convert into such number of Equity Shares, so as to give the Series E CCPS holders the Proparco Required Return -1, without Proparco being required to pay any amount for such conversion. For avoidance of all doubts, it is further clarified that the conversion price of each such Series E CCPS shall not be less than the fair value determined in accordance with the pricing guidelines prescribed by the Reserve Bank of India on the date of issuance and allotment of the Series E CCPS, i.e. INR 3,392 (Indian Rupees Three Thousand Three Hundred and Ninety Two). For purposes of this paragraph, the term “Proparco Required Return -1” for the purposes of the Series E CCPS shall mean (aa) 15% (fifteen percent) IRR; or (bb) 17% (seventeen percent) IRR, in the event of conversion of the Series E CCPS into Equity Shares of the Company (a) in accordance with paragraph 4.1(i) of this Schedule J, or (b) upon Transfer of the Equity Securities in terms of Clause 6.3.4 of the SHA, or (c) upon a voluntary sale of any or all the Equity Securities held by all the Investors and the voluntary sale of Equity Securities held by the Sponsors to a third party, such that pursuant to the sale of the Equity Securities there is a change in Control on the Company, or (d) upon a Liquidation Event B other than upon Transfer of all or more than 70% (seventy percent) in value of the Company’s Assets. Provided that, if the Series E CCPS holder receives any dividend from the Company prior to conversion, the amount of dividends received by the holders of Series E CCPS will be deducted from the Proparco Required Return-1. It is clarified that the amount of dividends for the purposes of preceding sentence shall be considered net of Taxes, i.e. after deducting any Taxes deducted or paid on such dividends by the Company.

Conversion Ratio & Conversion Price. (a) The Conversion Ratio for the purposes of Series E CCPS IFC III CCDs shall be such that each Series E CCPS IFC III CCD will convert into such number of Equity Shares, so as to give the Series E CCPS IFC III CCD holders the Proparco IFC III Required Return -1Return, without Proparco IFC being required to pay any amount for such conversion. For avoidance of all doubts, it is further clarified that the conversion price of each such Series E CCPS IFC III CCD shall not be less than the fair value determined in accordance with the pricing guidelines prescribed by the Reserve Bank of India on the date of issuance and allotment of the Series E CCPSIFC III CCDs, i.e. INR 3,392 5000 (Indian Rupees Three Thousand Three Hundred and Ninety TwoFive Thousand). For purposes of this paragraph, the term “Proparco IFC III Required Return -1Return” for the purposes of the Series E CCPS IFC III CCDs shall mean (aa) 1516% (fifteen percentsixteen) IRR; or (bb) 1718.4% (seventeen percentEighteen point four Percent) IRR, in the event of conversion of the Series E CCPS IFC III CCDs into Equity Shares of the Company (a) in accordance with paragraph 4.1(i4.1 (i) of this Schedule JP, or (b) upon Transfer of the Equity Securities in terms of Clause 6.3.4 of the SHA, or (c) upon a voluntary sale of any or all the Equity Securities held by all the Investors and the voluntary sale of Equity Securities held by the Sponsors 118 to a third party, such that pursuant to the sale of the Equity Securities there is a change in Control on the Company, or (d) upon a Liquidation Event B other than upon Transfer of all or more than 70% (seventy percent) in value of the Company’s Assets. Provided that, if the Series E CCPS IFC III CCD holder receives any dividend interest from the Company prior to conversion, the amount value of dividends received by the holders of Series E CCPS same will be deducted from the Proparco IFC III Required Return-1. It is clarified that the amount of dividends for the purposes of preceding sentence shall be considered net of Taxes, i.e. after deducting any Taxes deducted or paid on such dividends by the CompanyReturn.

Conversion Ratio & Conversion Price. (a) The Conversion Ratio for the purposes of Series E CCPS DEG CCDs shall be such that each Series E CCPS DEG CCD will convert into such number of Equity Shares, so as to give the Series E CCPS DEG CCD holders the Proparco DEG Required Return -1Return, without Proparco DEG being required to pay any amount for such conversion. For avoidance of all doubts, it is further clarified that the conversion price of each such Series E CCPS DEG CCD shall not be less than the fair value determined in accordance with the pricing guidelines prescribed by the Reserve Bank of India on the date of issuance and allotment of the Series E CCPSDEG CCDs, i.e. INR 3,392 971.06 (Indian Rupees Three Thousand Three Nine Hundred and Ninety TwoSeventy One and Six paisa). For purposes of this paragraph, the term “Proparco DEG Required Return -1Return” for the purposes of the Series E CCPS DEG CCDs shall mean (aa) 1516% (fifteen sixteen percent) IRR; or (bb) 1718.4% (seventeen percentEighteen point four Percent) IRR, in the event of conversion of the Series E CCPS DEG CCDs into Equity Shares of the Company (a) in accordance with paragraph 4.1(i4.1 (i) of this Schedule JH, or (b) upon Transfer of the Equity Securities in terms of Clause 6.3.4 of the SHA, or (c) upon a voluntary sale of any or all the Equity Securities held by all the Investors and the voluntary sale of Equity Securities held by the Sponsors to a third party, such that pursuant to the sale of the Equity Securities there is a change in Control on the Company, or (d) upon a Liquidation Event B other than upon Transfer of all or more than 70% (seventy percent) in value of the Company’s Assets. Provided that, if the Series E CCPS DEG CCD holder receives any dividend interest from the Company prior to conversion, the amount value of dividends received by the holders of Series E CCPS same will be deducted from the Proparco DEG Required Return-1. It is clarified that the amount of dividends for the purposes of preceding sentence shall be considered net of Taxes, i.e. after deducting any Taxes deducted or paid on such dividends by the CompanyReturn.

Conversion Ratio & Conversion Price. (a) The Conversion Ratio for the purposes of Series E G CCPS shall be such that each Series E G CCPS will convert into such number of Equity Shares, so as to give the Series E G CCPS holders the Proparco Required Return -1-2, without Proparco being required to pay any amount for such conversion. For avoidance of all doubts, it is further clarified that the conversion price of each such Series E G CCPS shall not be less than the fair value determined in accordance with the pricing guidelines prescribed by the Reserve Bank of India on the date of issuance and allotment of the Series E G CCPS, i.e. INR 3,392 (Indian Rupees Three Thousand Three Hundred and Ninety Two). For purposes of this paragraph, the term “Proparco Required Return -1-2” for the purposes of the Series E G CCPS shall mean mean: (aaA) 1516% (fifteen sixteen percent) IRRIRR on the Proparco Investment Amount-2; or (bbB) 1718.4% (seventeen eighteen decimal four percent) IRRIRR on the Proparco Investment Amount-2, plus such amount that gives Proparco a return of 18.4% (eighteen decimal four percent) IRR on the Proparco Investment Amount-1 after taking into account Proparco Required Return-1 received by Proparco on Proparco Investment Amount-1, in the event of conversion of the Series E G CCPS into Equity Shares of the Company in the following events: (aI) in accordance with paragraph 4.1(i4.1 (i) of this Schedule J, or R; (bII) upon Transfer of the Equity Securities in terms of Clause 6.3.4 of the SHA, ; or (cIII) upon a voluntary sale of any or all the Equity Securities held by all the Investors and the voluntary sale of Equity Securities held by the Sponsors to a third party, such that pursuant to the sale of the Equity Securities there is a 134 change in Control on the Company, or (dIV) upon a Liquidation Event B other than upon Transfer of all or more than 70% (seventy percent) in value of the Company’s Assets. Provided that, if the Series E G CCPS holder receives any dividend from the Company prior to conversion, the amount of dividends received by the holders of Series E G CCPS will be deducted from the Proparco Required Return-1Return -2. It is clarified that the amount of dividends for the purposes of preceding sentence shall be considered net of Taxes, i.e. after deducting any Taxes deducted or paid on such dividends by the Company.