Adani Enterprises : 25 Roads MAIF

EXECUTION VERSION

SALE AND PURCHASE AGREEMENT

4 AUGUST

DATED ____________________ 2022

relating to the shares of Gujarat Road and Infrastructure Company Limited and Swarna

Tollway Private Limited

MAIF INVESTMENTS INDIA PTE. LTD.

AND

MAIF INVESTMENTS INDIA 3 PTE. LTD.

AND

ADANI ROAD TRANSPORT LIMITED

Allen & Overy LLP

0135658-0000001 SNO1: 2002042582.8

		CONTENTS
Clause			Page
1.	Interpretation	2
2.	Sale and Purchase of the Sale Shares	3
3.	Purchase Price	5
4.	Conditions Precedent, Pre-Completion and Post-Completion Covenants	5
5.	Completion	...............................................................................................................................	10
6.	Leakage and Waiver of Claims	11
7.	Sellers' Warranties and Sellers' Tax Warranties	12
8.	Limitations	...............................................................................................................................	12
9.	Purchaser's Warranties	17
10.	Intra-Group Arrangements	18
11.	Effect of Termination	19
12.	Announcements and Confidentiality	19
13.	Insurance	21
14.	Notices	22
15.	Assignments	23
16.	Payments	23
17.	General	24
18.	Whole Agreement	25
19.	Governing Law	25
20.	Dispute Resolution	26
21.	Language	26
Schedule
1.	The Companies	27
2.	Sale Shares	29
3.	Completion Obligations	30
	Part 1	GRICL Seller and STPL Seller Obligations	30
	Part 2	Purchaser's Obligations	31
	Part 3	ITNL Obligations	31
4.	PART A	33
5.	Sellers' Warranties	33
6.	PART B	39
7.	Sellers' Tax Warranties	39
8.	Tag Notice	40
9.	Interpretation	47
Signatories	59

0135658-0000001 SNO1: 2002042582.8

THIS SALE AND PURCHASE AGREEMENT (this Agreement) is made on 4 August 2022

BETWEEN:

1. MAIF INVESTMENTS INDIA PTE. LTD., a private company limited by shares existing under the laws of Singapore, having its registered office at 9 Straits View, #21-07 Marina One West Tower, Singapore 018937 (the GRICL Seller);
2. MAIF INVESTMENTS INDIA 3 PTE. LTD., a private company limited by shares existing under the laws of Singapore, having its registered office at 9 Straits View, #21-07 Marina One West Tower, Singapore 018937 (the STPL Seller);
   (each of the GRICL Seller and the STPL Seller, a Seller, and collectively, the Sellers subject to Clause 2.5), and
3. Adani Road Transport Limited, a public company incorporated under the laws of India (including the Companies Act, 1956) with registration number L74993GJ2018LC101340, whose registered office is at Adani Corporate House, Shantigram, Khodiyar, Ahmedabad, India
   - 382 421(the Purchaser),

(collectively, the Parties and each, a Party subject to Clause 2.5).

BACKGROUND:

1. Each of Gujarat Road and Infrastructure Company Limited (GRICL) and Swarna Tollway Private Limited (STPL) is a company incorporated in and existing under the laws of India, further details of which are set out in Schedule 1 (GRICL and STPL collectively, the Companies, and each, a Company).
2. As at the date of this Agreement, the STPL Seller is the legal and/or beneficial owner of 100% of the STPL Sale Shares and the GRICL Seller is the legal and/or beneficial owner of the GRICL Sale Shares.
3. The GRICL Seller and STPL Seller have severally agreed to sell the Sale Shares they legally and/or beneficially own, and the Purchaser has agreed to purchase the Sale Shares on the terms and subject to the conditions set out in this Agreement.

IT IS AGREED as follows:

1. INTERPRETATION

1. In addition to terms defined elsewhere in this Agreement, the capitalised definitions and other provisions in Schedule 6 apply throughout this Agreement, unless the contrary intention appears.
2. In this Agreement, unless the contrary intention appears, a reference to a Clause or Schedule is a reference to a clause of or schedule to this Agreement. The Schedules form part of this Agreement. The headings in this Agreement do not affect its interpretation.
3. Whether or not a clause is stated as 'subject to Clause 1.3', the obligations and liability of each Seller under and in connection with this Agreement shall be several only, and not joint or joint and several. Whether or not a clause is stated as 'subject to Clause 1.3', the obligations of the GRICL Seller under any undertakings, covenants and warranties under any Transaction

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Document shall relate only to itself, the Sale Shares it legally and/or beneficially owns and GRICL. Whether or not a clause is stated as 'subject to Clause 1.3', the obligations of the STPL Seller under any undertakings, covenants and warranties under any Transaction Document shall relate only to itself, the Sale Shares it legally and/or beneficially owns and STPL. Whether or not a clause is stated as 'subject to Clause 1.3', the obligations of ITNL under any undertakings, covenants and warranties under any Transaction Document shall relate only to itself, the Sale Shares it legally and/or beneficially owns and GRICL

2. SALE AND PURCHASE OF THE SALE SHARES Obligation to sell and purchase

1. The Sellers shall sell the Sale Shares they legally and/or beneficially own and the Purchaser shall purchase the Sale Shares.
   Adjustments to the Sale Shares, Relevant Proportion and Consideration
2. Following execution of this Agreement, the GRICL Seller will provide:
3. 1. within two Business Days, a Tag Notice to ITNL; and
   2. within 20 Business Days, a notice to GOG in accordance with Article 46A(3) of the GRICL Articles on behalf of itself.
4. The GRICL Seller shall notify the Purchaser if:
5. 1. ITNL notifies the GRICL Seller that it will participate in the transfer in accordance with Article 46C(4) of the GRICL Articles (Tag Acceptance Notice) provided that such Tag Acceptance Notice is Validly Accepted;
   2. ITNL elects, or is deemed to have elected, not to participate in the transfer pursuant to Article 46C(4) of the GRICL Articles;
   3. GOG validly notifies the GRICL Seller that it accepts the offer of shares by the GRICL Seller and makes payment in accordance with Article 46A(3)(b) of the GRICL Articles (ROFR Acceptance Notice); or
   4. GOG rejects, or is deemed to have rejected, the offer of shares by the GRICL Seller pursuant to Article 46A(3) of the GRICL Articles.
6. The Sale Shares, Relevant Proportion and Consideration shall be adjusted based on whether a Tag Acceptance Notice has been Validly Accepted by ITNL and/or whether the GOG has provided a ROFR Acceptance Notice, in each case as set out in Schedule 2, to account for the sale of ITNL's shares in GRICL pursuant to a Validly Accepted Tag Acceptance Notice and/or the ROFR Acceptance Notice.
7. If a Tag Acceptance Notice is Validly Accepted by ITNL:
8. 1. the Parties acknowledge and agree that, on delivery of a Validly Accepted Tag Acceptance Notice, ITNL becomes a party to this Agreement and is a 'Party' and a 'Seller' for the purposes of this Agreement, except in the case of Clause 7, whereby ITNL shall only warrant that each of the statements set out in paragraphs 1, 2 and 7 of Part A of Schedule 4 is true and accurate at the date of the Tag Acceptance Notice;

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1. without prejudice to the term 'reasonable endeavours' in Clause 4.4, the extent of ITNL's obligations in Clause 4.4 shall be limited to ITNL exercising the rights available to it pursuant to its shareholding in GRICL and the GRICL Articles, Existing GRICL SHA and other documents relevant to GRICL disclosed to the Purchaser in the Disclosed Information and shall be subject to the rights of the other Shareholders in GRICL in such documents and as provided for under Indian law;
2. for the purposes of Clause 14.1 the address of ITNL is as follows:

		Address			Email	Attention
IL&FS		IL&FS		Financial	Dilip.Bhatia@ilfsind	Dilip Bhatia
Transportation	Centreplot	No C-22	ia.com
Networks Limited	G	Block	Bandra
		Kurla		Complex
		Bandra	E	Mumbai
		Mh 400051 India
with a copy to:	IL&FS		Financial	Dilip.Bhatia@ilfsind	Dilip Bhatia
IL&FS	Financial	Centreplot	No C-22	ia.com
Services Limited	G	Block	Bandra
		Kurla		Complex
		Bandra	E	Mumbai
		Mh 400051 India
with a copy to:	201d,		Poonam	[e-mail]	Amit Goenka
Infiniti	Realty	Chambers,	A Wing,
Opportunities	Dr Annie Besant Rd,
Trust		Worli,		Mumbai,
		Maharashtra, 400018
		India

(d)	for the purposes of Clause 16.2 payments to ITNL shall be made in immediately
	available funds in INR into the bank account which has been notified by ITNL to
	GRICL for the purposes of receiving dividend payments from GRICL (unless
	otherwise notified by ITNL to the GRICL Seller in writing in accordance with the Tag
	Acceptance Notice) and each such account (or alternative account notified by ITNL to
	the GRICL Seller in writing in accordance with the Tag Acceptance Notice) is deemed
	to be included in the definition of 'Seller's Accounts':
		Name of beneficiary	Account No.	Bank	IFSC Code
		IL&FS	028010200009072	Axis Bank Ltd	UTIB0000028
		Transportation
		Networks Ltd
(e)	the Leakage Pro Rata Percentage of ITNL is 26.8 per cent., except if the GOG delivers
	a ROFR Acceptance Notice, in which case the Leakage Pro Rata Percentage in respect
	of ITNL shall be 20.8 per cent.;
(f)	ITNL shall notify the GRICL Seller and the Purchaser if (i) GOG validly notifies ITNL
	that it accepts the offer of shares by ITNL and makes payment in accordance with
	Article 46A(2)(b) of the GRICL Articles (and such notice shall also be deemed a
	'ROFR Acceptance Notice' for the purposes of this Agreement), or (ii) GOG rejects,
	or is deemed to have rejected, the offer of shares by ITNL pursuant to Article 46A(2)
	of the GRICL Articles; and
(g)	ITNL warrants that the Tag Acceptance Notice has been Validly Accepted.
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