IN WITNESS WHEREOF, the undersigned, duly authorized by their respective Governments, have
signed this Agreement. i
|

DONE at Tokyo, : Japan, in duplicate, this 23 day of May, 2022, in the English

language. A text.of this Agreement shall be prepared in the Hindi language, which shall be considered

equally authentic. upon an exchange of diplomatic notes between the Parties confirming its conformity
with the English language text.

FOR THE GOVERNMENT OF THE FOR THE GOVERNMENT OF
UNITED STATES OF AMERICA: INDIA:

AE tes. BP pooh

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ARTICLE 6

(a) This Agreement shall enter into force on the date on which the
Government of India notifies the Government of the United States of America
that all legal requirements for entry into force of this Agreement have been
fulfilled.

(b) Upon entry into force, this Agreement shall supersede the
Investment Incentive Agreement, dated as of November 19, 1997, between the
Government of the United States of America and the Government of India. Any
matter relating to support by the DFC of projects in the territory of India prior to

the entry into force of this Agreement shall be resolved under the terms of this
Agreement.

(c) Either Party may terminate this Agreement at any time by
providing six months written notice to the other Party. Termination shall take
effect six months from the date of receipt of such notification. In such event, the
provisions of this Agreement shall, with respect to Investment Support provided
prior to or while this Agreement was in force, continue to apply so long as such
Investment Support remains outstanding, but in no case longer than twelve
years after the termination of this Agreement.

(d) Nothing in this Agreement waives any immunity of the Parties.

IN WITNESS WHEREOF, the undersigned, duly authorized by their
respective Governments, have signed this Agreement.

DONE at Tokyo, Japan, in duplicate, this 23 day of May, 2022, in
the English language. A text of this Agreement shall be prepared in the Hindi
language, which shall be considered equally authentic upon an exchange of
diplomatic notes between the Parties confirming its conformity with the English
language text.

FOR THE GOVERNMENT OF THE FOR THE GOVERNMENT OF
UNITED STATES OF AMERICA: INDIA: \

Labo Pie



“Taxes” means all taxes, levies, imposts, stamps, tariffs, duties,
charges, property taxes, value-added taxes, and other taxes or fees,
registration fees, or similar charges, whether direct or indirect,
imposed in India and all liabilities with respect thereto.

ARTICLE 2

(a) The Parties recognize that the Issuer is a development institution
and an agency, wholly-owned by the Government of the United States of
America. All laws and regulations of India shall apply to the Issuer's activities in
India and to projects and entities receiving Investment Support.

(b) In order to facilitate the Issuer's provision of Investment Support
in India, the Issuer shall have access to all remedies of any insurance
organization, financial organization or private equity fund entity, whether
domestic or foreign. Nothing in this Agreement waives any immunity of the
Parties.

(c) The Parties confirm that the Issuer, with respect to Taxes that
may be applicable to its operations, activities or the provision of Investment
Supports, and projects receiving Investment Support and investors in such
projects shall be accorded tax treatment to the extent permitted under the terms
of any agreement for double-tax avoidance that, as of the date of determination,
is in force between the United States of America and India.

(d) If the Issuer makes a payment to any person or entity, including
a payment in connection with a prior or contemporaneous purchase of
securities, or exercises its rights as a creditor or subrogee, in connection with
any Investment Support, India shall recognize the transfer to, or acquisition by,
the Issuer of any cash, accounts, credits, instruments or other assets in
connection with such payment or the exercise of such rights, as well as the
succession of the Issuer to any right, title, claim, privilege or cause of action
existing, or which may arise, in connection therewith.

(e) With respect to any interests transferred to the Issuer or any
interests to which the Issuer succeeds under this Article, in its own right or
otherwise, the Issuer shall assert no greater rights than those of the person or
entity from whom such interests were received, provided that nothing in this
Agreement shall limit the right of a Party to assert a claim in its sovereign
capacity.

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INVESTMENT INCENTIVE
AGREEMENT BETWEEN
THE GOVERNMENT OF THE UNITED STATES OF
AMERICA AND
THE GOVERNMENT OF INDIA
THE GOVERNMENT OF THE UNITED STATES OF AMERICA and THE
GOVERNMENT OF INDIA
(the “Parties”);
AFFIRMING their common desire to encourage economic activities in

India that promote the development of the economic resources and productive

capacities of India;

ACKNOWLEDGING that private sector investment can contribute to the
economic goals of India;

REAFFIRMING the right of India to regulate investments in its territory in
accordance with its laws and policies; and

RECOGNIZING that the United States International Development
Finance Corporation, a development institution and an agency of the United
States of America (the “DFC”), can be instrumental in achieving these
governmental objectives through debt and equity investments, investment
guaranties, investment insurance and reinsurance, feasibility studies for
potential projects, grants and other special projects and programs in support of
specific DFC transactions;

HAVE AGREED as follows:

ARTICLE 1
As used in this Agreement, the following terms have the following meanings:

“Issuer” refers to the DFC and any successor entity, and any agent of
either;

“Investment Support” refers to, in connection with a project in the
territory of India, any debt or equity investment, any investment guaranty,
investment insurance or reinsurance, feasibility studies for potential

projects, and grants;

re ens



agreement otherwise, the procedure shall be governed by the most
recent version of the UNCITRAL Arbitration Rules observed to by both
the Parties as of the date that a claim is submitted to a dispute
resolution panel, except as modified by the Parties or this Agreement.

The dispute resolution panel shall resolve the disputes related to this
Agreement under applicable rules of international law, including disputes
regarding the interpretation of this Agreement.

The resolution of the dispute by the dispute resolution panel shall be
made by at least two of its participants, be in writing, and state the
reasons on which it is based.

The resolution of the dispute by the dispute resolution panel shall have
no binding force except between the Parties and in respect of the
particular dispute. Each Party shall abide by and implement the
resolution of the dispute without delay. The resolution by such panel
shall not necessarily include revision of a particular measure and may
be limited to an award of compensation. Such compensation shall not be
greater than an amount determined by such panel with reference to
actual loss (excluding incidental, consequential and special amounts,
such as future profits, as well as intangible asset losses and losses
attributed to goodwill).

Expenses incurred by the participants on the dispute resolution panel,
and other costs of the proceedings, shall be paid for equally by the
Parties, except as otherwise determined by the terms of the dispute
resolution panel’s resolution of the dispute.

The Parties acknowledge that disputes related to taxation matters are
outside the scope of the dispute resolution mechanism under this
Agreement.

ARTICLE 5

Provisions equivalent to those set forth by this Agreement shall apply with respect
to investment support by any development finance institution as may be
established by the Government of India for investments in the United States under
a program similar in substance to the investment incentives program to which this
Agreement relates, upon completion of any constitutional or other legal processes
of either Government that may be required and an exchange of notes to be made
at the initiative of either Government.

WW sual



INVESTMENT INCENTIVE AGREEMENT
BETWEEN

THE GOVERNMENT OF THE UNITED STATES OF AMERICA
AND

THE GOVERNMENT OF INDIA

THE GOVERNMENT OF THE UNITED STATES OF AMERICA and THE GOVERNMENT
OF INDIA (the “Parties”) |

AFFIRMING their common desire to encourage economic activities in India that promote
the development of the economic resources and productive capacities of India,

ACKNOWLEDGING that private sector investment can contribute to the economic goals
of India; :
REAFFIRMING the right of India to regulate investments in its territory in accordance with its

laws and policies; and H

RECOGNIZING that the United States International Development Finance Corporation, a
development institution and ian agency of the United States of America (the “DFC”), can be
instrumental in achieving these governmental objectives through debt. and equity investments,
investment guaranties, investment. insurance and reinsurance, feasibility studies for potential
projects, grants and other spe¢ial projects and.programs in support of specific DFC transactions;

HAVE AGREED as follows:

: ARTICLE 1
i
As used in this Agreement, the following terms have the following meanings:

“Issuer” refers to the DFC and any successor entity, and any agent of either;

“Investment Support” refers to, in connection with a project in the territory of India, any debt
or equity investment, any investment guaranty, investment insurance or reinsurance, feasibility
studies for potential projects, and grants;

;

“Taxes” means all taxés, levies, imposts, stamps, tariffs, duties, charges, property taxes, value-
added taxes, and other taxes or fees, registration fees, or similar charges, whether diréct or
indirect, imposed in India and all liabilities with respect thereto.



ARTICLE 3

(a) Amounts in the currency of India, including cash, accounts,
credits, instruments or otherwise, acquired by the Issuer upon making a
payment, upon the sale, liquidation or disposition of securities, or upon the
exercise of its rights as a creditor, in connection with any Investment Support for
a project in India, shall be accorded treatment in the territory of India no less
favorable as to use and conversion than the treatment to which such funds
would have been entitled in the hands of the person or entity from which such
amounts were acquired.

(b) Such currency and credits may be transferred to any person or
entity and upon such transfer shall be freely available for use by such person or
entity in the territory of India in accordance with its laws.

ARTICLE 4

(a) Any dispute arising under this Agreement between the
Government of the United States of America and the Government of India,
including the interpretation of this Agreement, shall be resolved, insofar as
possible, through amicable settlement negotiations between the two Governments.
lf, twelve months following a request for negotiations hereunder, the two
Govemments have not resolved the dispute, the dispute shall be submitted, at the
initiative of either Government, to a dispute resolution panel for resolution in
accordance with paragraph (b) of this Article. Both Parties through mutual
agreement may consider extending the period of amicable settlement negotiations
beyond twelve months in the interest of resolution of dispute.

(b) The dispute resolution panel referred to in paragraph (a) of this
Article shall be established and shall function as set forth herein.

(i) Unless the Parties agree otherwise, the dispute resolution panel shall
comprise one panelist from the Government of India, one panelist from
the Government of the United States, and one panelist who shall be from
a third state, as referee, appointed by both the Parties within a period of
6 months from the date that the related dispute shall have been
submitted to the dispute resolution panel. If by the end of the period, the
necessary appointments have not been made, the Secretary-General of
the Permanent Court of Arbitration shall make the necessary
appointment or appointments.

(ii) | For the sake of convenience of the Parties, in the absence of an

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(vii) The Parties acknowledge that disputes related to taxation matters are outside
the scope of the dispute resolution mechanism under this Agreement.
i

ARTICLE 5
i
Provisions equivalent to thoge set forth by this Agreement shall apply with respect to investment
support by any development finance institution.as. may be established by the Government of India for
investments. in the United States under a program similar in substance to the investment incentives
program to which this Agreement relates, upon completion of any constitutional. or other legal
processes of either Government that may be required and an exchange of notes to be made at the
initiative of either Government.

: ARTICLE 6
i
(a) This Agreement shall enter into force on the date on which the Government of India
notifies the Government of thé United States of America that all legal requirements for entry into force
of this Agreement have been fulfilled.

(b) Upon entry, into force, this Agreement shall supersede the Investment Incentive
Agreement, dated as of Novernber 19, 1997, between the Government of the United States of America
and the Government of India. Any matter relating to support by the DFC of projects in the territory of
India prior to the entry into: force of this Agreement shall be resolved under the terms of this
Agreement. i

() Either Party may terminate this Agreement at any time by providing six months
written notice to the other Party. Termination shall take effect six months from the date of receipt of
such notification. In such event, the provisions of this Agreement shall, with respect to Investment
Support provided prior to or while this Agreement was in force, continue to apply so long as ‘such
Investment Support remains outstanding, but in no case longer than twelve years after the termination
of this Agreement. :

(

{d) Nothing in this Agreement waives any immunity of the Parties.

SAN


ARTICLE 4

(a) Any disputd arising under this Agreement between the Government of the United
States of America and the Government of India, including the interpretation of this Agreement, shall
be resolved, insofar as possible, through amicable settlement negotiations between the two
Governments. If, twelve months following a request for negotiations hereunder, the two Governments
have not resolved the. dispute; the dispute shall be submitted, at the initiative of either Government,
to a dispute resolution panel for resolution in accordance with paragraph (b) of this Article. Both
Parties through. mutual agreement may consider extending the period of amicable settlement
negotiations beyond twelve months in the interest of resolution of dispute.

(b) The dispute resolution panel referred to in paragraph (a) of this Article shall be
established and shall function. as set forth herein.

@ Unless the Parties agree otherwise, the dispute resolution panel shall
comprise one panelist from the Government of India, one panelist from the Government of
the United States, and one panelist who shall be from a third state, as referee, appointed by
both the Parties within a period of 6 months from the date that the related dispute shall have
been submitted to the dispute resolution panel. If by the end of the period, the necessary
appointments have not been made, the. Secretary-General of the Permanent Court of
Arbitration shall mpke the necessary appointment or appointments.

(ii) For the sake’ of convenience of the Parties, in the absence of an agreement
otherwise, the procedure shall be governed by the most recent version of the UNCITRAL
Arbitration Rules observed to by both the Parties as of the date that a claim is submitted to
a dispute resolution { panel, except as modified by the Parties or this Agreement.

(iii) ‘the! dispute resolution panel shall resolve the disputes related to this
Agreement under applicable tules of international law, including disputes regarding the
interpretation of this Agreement.

Gv) The resolution of the dispute by the dispute resolution panel shall be made
by at least two of its participants, be in writing, and state the reasons on which it is based.

(wv) The resolution of the dispute by the dispute resolution panel shall have no
binding force except between the Parti¢s and in respect of the particular dispute. Each Party
shall abide by and implement the resolution of the dispute without delay. The resolution by
such panel shall not necessarily include-revision of a particular tneasure and may be limited
to an award-of compensation. Such compensation shall not be greater than an amount
determined by such panel with reference to actual Loss (excluding incidental, consequential
and special amounts, such as future profits, as well as intangible asset losses and losses
attributed to goodwill)

(vi) Expenses incurred by the participants .on the dispute resolution panel, .and
other costs of the proceedings, shall be paid for equally by the Parties, except as otherwise
determined by the terms of the dispute resolution panel’s resolution of the dispute.

‘

i

yo cad


i ARTICLE 2

(a) The Parties récognize that the Issuer is a development institution and an agency,
wholly-owned by the Goverment of the United States of America. All laws and regulations of India
shall apply to the Issuer’s acti lities in India and to projects and entities receiving Investment Support.

(b) In order to; facilitate the Issuer’s provision of Investment Support in India, the
Issuer shall have access to all remedies of any insurance organization, financial organization or
private equity fund entity, whether domestic or foreign. Nothing in this Agreement waives any
immunity of the Parties.

(c) The Parties confirm that the Issuer, with respect to Taxes that may be applicable to
its operations, activities or the provision of Investment Supports, and projects receiving Investment
Support and investors in such projects shall be accorded tax treatment to the extent permitted under
the terms of any agreement for double-tax avoidance that, as of the date of determination, is in force
between the United States of America and India,

i

dd) If the Tssuet makes a payment to any person or entity, including a payment in
connection with a prior or contemporaneous purchase of securities, or exercises its rights as a
creditor or subrogee, in connection with any Investment Support, India shall recognize the transfer
to, or acquisition by, the Issuer of any cash, accounts, credits, instruments or other assets in
connection with such payment or the exercise of such-rights, as well as the succession of the Issuer
to any right, title, claim, privilege or cause of action existing, or which may arise, in connection
therewith. :

{e) With respect to any interests transferred to the Issuer or any interests to which the
Issuer succeeds under this Article, in its own right.or otherwise, the Issuer shall assert no greater
rights than those of the person or entity from whom such interests were received, provided that
nothing in this Agreement shall limit the right of'a Party to assert a claim in its sovereign capacity.

i

ARTICLE 3

(a) Amounts in'the currency of India, including cash, accounts, credits, instruments or
otherwise, acquired by the Issuer upon making a payment, upon the sale, liquidation or disposition
of securities, or upon the exercise of its rights as a creditor, in connection with any Investment
Support for a project in India, shall be accorded treatment in the territory of India no less favorable
as to use and conversion than the treatment to which such funds would have been entitled in the hands
of the person or entity from which such amounts were acquired.

(b) Such currenicy and credits may be transferred to any person or entity and upon
such transfer shall be freely dvailable for use by such person or entity in the territory of India in
accordance with its laws.

Shy