THIS AGREEMENT IS MADE ON THE 1st DAY OF JULY 2020

                                                                     Between 
Thorin & Company Pvt. Ltd., (the “Procurer”)    
And    
Rivendell Solar Ltd., (the “Provider”)
 (The “Procurer” and “the “Provider” are individually referred to as “Party” and collectively
to as the “Parties”) 
This POWER PURCHASE AGREEMENT (hereinafter referred to as “Agreement” or
“PPA”) is made and entered into effective as of the first day of  July 2020 amongst:
1. Thorin & Company Pvt. Ltd. (“T&C”) a company registered under the Companies
Act 1956 with its office at 32/1 RICO Industrial Area, Sonipat (Haryana) and carrying
on the business of serving ingredients, global and regional food worldwide.
2. Rivendell Solar Ltd. is a subsidiary of a Delhi based company ‘Rivendell Pvt. Ltd.’ a
Company incorporated under the Companies Act, 1956 with its office at 16-A, SEZ,
Karnal, Haryana and carrying on the business of distribution of providing low-carbon
energy solutions to industrial and commercial companies.

3. T&C is the lessee/owner of the property located at Meat Processing Unit at Fazalpur
Village in Sonipat (Haryana) and desires to make a portion of such property available
to Rivendell Solar Ltd. for the construction, operation and maintenance of a solar-
powered electric generating project, and to purchase from the electric energy
produced by the project.

Whereas, Rivendell Solar Ltd. desires to develop, design, construct, own and operate the
project located on procurer’s property, and sell to procurer the electric energy produced by
the project.

4. The Haryana Electricity Regulatory Commission (hereinafter referred to as HERC or

“The Commission”) has published the Regulations, namely, The Haryana Electricity
Regulatory Commission (Rooftop Solar Grid Interactive Systems Based on Net
Metering) Regulations, 2019, (hereinafter referred to as HAREDA Regulations)
enabling establishment of Rooftop Solar Grid-Interactive System Based on Net
Metering and procurement of power from such generation facility by the Distribution
Licensee thereof.
   THIS AGREEMENT, between T&C and Rivendell Solar Ltd., bears the following recitals:
A. In pursuance of Clause 3 of HAREDA Regulations by The Haryana Electricity
Regulatory Commission has granted consent to T&C to establish Rooftop Solar Grid-
Interactive System in the Project Area situated at Meat Processing Unit at Fazalpur
Village in Sonipat (Haryana).
B. Rivendell Solar Ltd. generation facility is described as:
 Make: Roof-top mounted Monocrystalline Solar Panels; Model: SP-A,  Serial
Number: 94-05-01 to 94-05-50; Fuel or Energy Source: Solar Energy; Name Plate
Output Rating: 320 KWp.

C. T&C is willing to permit Rivendell Solar Ltd to operate its generation facility in the
area of T&C and purchase power from the Rivendell Solar Ltd under certain
conditions as outlined under this Power Purchase Agreement and in line with the said
HAREDA Regulations.

NOW, THEREFORE, in consideration of the matters described above and the covenants in
this Agreement, the T&C and Rivendell Solar Ltd intending to be legally bound, agree as
follows:

Section 1: TERM

T&C shall lease out the required roof-top to Rivendell Solar Ltd. and the consideration for
the same shall be electricity generation for the initial period (not more than six months) and
operational period (twenty years) or till the termination of the PPA, whichever is earlier.

1.1 Initial Period

The Initial Period starts on the date when the PPA has been signed by both the parties i.e 1st
July 2020, and ends after a period of six months i.e. on 31st December 2020. If the system is
not fully operational until the expiry of the initial period, then Rivendell Solar Ltd. will be
liable to pay damages as specified under Section 9.

1.2 Operations Period

If applicable, the Operations Period will commence on the Commercial Operation Date and
will terminate at 11:59 p.m. on the last day of the month in which the 20th anniversary of the
Commercial Operation Date occurs.

[(1.2.a) The Operations Period starts once the system is fully operational and terminates at a
time agreed by the Parties, typically 20 years later.]

Section 2: SALE OF ELECTRIC ENERGY

Sale of Electricity

Throughout the Operations Period subject to the terms and conditions of this Agreement,
Provider shall sell to Procurer and Procurer shall buy from Provider all-electric energy
produced by the Project.

Section 3: PAYMENT AND BILLING

3.1 Rates.

Procurer shall pay Provider for electricity produced by the Project at the rate ₹6/- (INR Six
Only) per kilowatt Hour. Annual Escalation of the rate shall be decided by both the parties at
the end of every year i.e. cycle of twelve months starting from the date of operation. 
[The T&C shall pay Rivendell Solar Ltd. for electricity after the Commercial Operations
Date.]

3.2 Billing and Payment

The Procurer shall pay for the electricity used by the Project monthly in arrears. Promptly
after the end of each calendar month, Provider shall provide Procurer with an invoice setting
forth the quantity of electricity used by the Project in such month, the applicable rates for
such, and the total amount due, which shall be the product of the quantities and the applicable
rates. Payments shall be made by electronic funds transfer to an account designated by
Provider in the invoice or in a written notice delivered to Procurer.

Section 4 : FORCE MAJEURE

Neither Party shall be considered in breach of this Agreement or liable for any delay or
failure to comply with this Agreement, if and to the extent that such delay or failure is
attributable to the occurrence of a Force Majeure Event (Covid-19 Pandemic, Internal or
External disturbances, Act of God etc.); provided that the Party claiming relief as a result of
the Force Majeure Event shall promptly (i) notify the other Party in writing of the existence
and details of the Force Majeure Event; (ii) exercise all reasonable efforts to minimize the
delay caused by such Force Majeure Event; (iii) notify the other Party in writing of the
cessation of such Force Majeure Event, and (iv) resume performance of its obligations
hereunder as soon as practicable thereafter.

Section 5: Dispute Resolution through Arbitration

If the Dispute arises between parties such Dispute shall be resolved by arbitration under the
Indian Arbitration and Conciliation Act, 1996 and the Rules of the Indian Council of
Arbitration.

i) The Arbitration Tribunal shall consist of three (3) arbitrators to be appointed in accordance
with the Indian Council of Arbitration Rules.

ii) The venue of arbitration shall be Sonipat, Haryana. The language of the arbitration shall be
English.

iii) The Arbitration Tribunal’s award shall be substantiated in writing. The Arbitration
Tribunal shall also decide on the costs of the arbitration proceedings and the allocation
thereof. The decision of the arbitration tribunal shall be binding on both the parties.

Section 6 : DEFAULT & TERMINATION

6.1 The PPA may be terminated either by the T&C or the Rivendell Solar Ltd. in the event of
default or due to any other reasons by giving six month’s notice.

6.2 Default by T&C shall mean non‐payment or partial payment of electricity charges.
Default by Rivendell Solar Ltd. shall mean non‐supply of electricity generated.

6.3 At the time of termination of the agreement, the constructed roof-top solar farm and
ancillary assets (wire and other infrastructural assets) shall be disposed of as the owner of
these assets is Rivendell Solar Ltd. 
Section 7: Transportation

The cost of transportation of monocrystalline solar panels from the factory of Rivendell to the
Meat facility shall be borne by T&C, and Rivendell will not be liable for any damages that
happen during the time of transportation. However, if T&C chooses that Rivendell should
also undertake the transportation operation, Rivendell may agree on the same in-lieu of the
additional cost.

Section 8: Corporate Social Responsibility

The T&C and the Rivendell Solar Ltd. shall equally bear the cost of the surplus electricity
that shall be utilised for rural electrification to discharge their corporate social responsibility.

Section 9: Tax and Damages 

9.1 As the procurer’s business is completely dependent upon electricity, T&C wants that
Rivendell furnishes a guarantee for uninterrupted electricity supply if any interruption
happens (delayed or discontinuous supply of electricity) and T&C suffers any loss because of
such interruption, then Rivendell Solar Ltd. shall be liable to pay damages depending on the
loss suffered by T&C and those damages shall be calculated, at the end of every year, on the
basis of the number of times Rivendell Solar Ltd. provides delayed supply in a year. 

9.2 T&C will not be liable for any of the damages to the solar apparatus installed in its
premises whether the damage happens due to an act of God or some human activity. 

9.3 In case Rivendell Solar Ltd. is not able to provide the supply in prescribed time i.e. within
six months from the date of signing of PPA, it will be liable for the damages to T&C. The
amount of damages shall be calculated on the basis of the projected initial production
capacity of T&C.   

9.3 Rivendell Solar Ltd. must provide a substitute supplier company’s name (not any of
Rivendell Pvt. Ltd. substitute company) in case it fails to discharge its obligations specified in
the agreement. The name provided by Rivendell shall be capable enough to install a similar
roof-top solar farm with a capacity specified under this PPA.  

9.4 The damages shall be considered as consideration for service of tolerance of breach, as
specified under Sec 7(1)(d)-para 5(e) of Schedule II of CSGT Act. Good and Services Tax
(GST) shall be applicable to the payment of damages @ 18 percent (SAC Code 999794). 

Section 10: PRESS RELEASES AND CONFIDENTIALITY

Each party is permitted to issue press releases containing certain information about the PPA
and the project. The Parties shall agree that without the consent of the other Party, it shall not
disclose any Confidential Information. 

Section 11: GOVERNING LAW

This agreement shall be governed by and construed in accordance with the Haryana
Electricity Regulatory Commission (Rooftop Solar Grid Interactive Systems Based on Net
Metering) Regulations, 2019, Electricity Act, 2003, and other prevailing laws (if applicable).
Rivendell Solar Ltd. shall be responsible for all the permissions, license and approvals, if
required. 
  

IN WITNESS WHEREOF the Parties have caused the Agreement to be executed through
their

duly authorized representatives as of the date and place set forth above.

For and on behalf of                                                                                          For and on

behalf of 

[Thorin & Company Pvt. Ltd.]                                                                       [Rivendell Solar

Ltd.]

Name, Designation and Address                                                    Name, Designation and

Address

__________________________                                                   
__________________________ 

__________________________                                                   
__________________________

__________________________                                                   
__________________________

Signature with seal                                                                                             Signature with

seal

Witness:                                                                                                               Witness:

1.                                                                                                                  1.

2.                                                                                                                   2.