Item 3 of the Original Schedule 13D is hereby amended and supplemented by adding the following information:

“On December 13, 2019, CDPQ Infrastructures acquired 6,493,506 newly issued Shares from the Issuer in a private placement transaction (the "2019 Private Placement"), at a price of $11.55 per Share for an aggregate purchase price of $74,999,994.30, pursuant to the Subscription Agreement, dated as of November 6, 2019 (the "Subscription Agreement"), between CDPQ Infrastructures and the Issuer. The issuance and sale of the Shares to CDPQ Infrastructures was made in reliance on an exemption from registration contained in Regulation S under the Securities Act. A summary of the Subscription Agreement  is set forth in Item 6. The source of the funds used by CDPQ Infrastructures to acquire such additional Shares pursuant to the Subscription Agreement was working capital provided by CDPQ. The source of funds used by CDPQ to provide such working capital to CDPQ Infrastructures was funds on deposit at CDPQ.”

Item 5 of the Original Schedule 13D is hereby amended and restated to read in full as follows:

Item 6 of the Original Schedule 13D is hereby amended and supplemented by adding the following information:

“Subscription Agreement

Pursuant to the Subscription Agreement, CDPQ Infrastructures agreed with the Issuer not to, directly or indirectly, sell, transfer or dispose of any Shares acquired in the 2019 Private Placement for a period of 90 days after the closing date of the 2019 Private Placement, subject to certain exceptions.

Under the terms of the Subscription Agreement, CDPQ Infrastructures has the right to designate two persons to the boards of directors of the Issuer and Azure Power India Private Limited (“AZI”), a wholly owned subsidiary of the Issuer. CDPQ Infrastructures has designated Cyril Sébastien Dominique Cabanes and Deepak Malhotra to serve as its nominees on the Issuer’s and AZI’s board of directors. Through CDPQ Infrastructures’ designated directors of the Issuer and AZI, CDPQ Infrastructures may take an active role in working with the Issuer’s and AZI’s management on operational, financial and strategic initiatives.

“Amended and Restated Registration Rights Agreement

On December 9, 2019, the Issuer and CDPQ Infrastructures entered into an Amended and Restated Registration Rights Agreement (the “Amended Registration Rights Agreement”) which amended the Registration Rights Agreement, dated as of October 17, 2016, between the Issuer and CDPQ Infrastructures. Pursuant to the terms of the Amended Registration Rights Agreement, at any time or from time to time, CDPQ Infrastructures may request that the Issuer effect a registration under the Securities Act of all or any part of the Registrable Securities (as defined in the Amended Registration Rights Agreement) owned by CDPQ Infrastructures (each such registration is referred to as a “Demand Registration”), provided that the Registrable Securities to be so registered (i) have an aggregate value of at least $25 million, based on the closing trading price of the Shares on the date the demand to file such Demand Registration Statement (as defined in the Amended Registration Rights Agreement) is made, or (ii) include all Registrable Securities of CDPQ Infrastructures which remain outstanding at such time.

At any time after the Issuer becomes eligible to file a shelf registration statement under the Securities Act, the registration statement to be filed by the Issuer pursuant to any Demand Registration may be required by CDPQ Infrastructures to be in the form of a shelf registration statement (or any similar or successor form for which the Issuer then qualifies).

CDPQ Infrastructures is entitled to not more than five Demand Registrations and is entitled to no more than one Demand Registration per six-month period.

Whenever the Issuer proposes to file a registration statement including, but not limited to, registration statements relating to its secondary offerings of securities (but excluding registration statements relating to the paragraphs above and relating to employee benefit plans or with respect to corporate reorganizations) at any time and from time to time, the Issuer will, at least 20 days prior to such filing, give written notice to CDPQ Infrastructures of its intention to do so and, upon the written request of CDPQ Infrastructures given within 10 days after the Issuer provides such notice, the Issuer will use its reasonable efforts to cause all Registrable Securities that CDPQ Infrastructures has requested to register or to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of CDPQ Infrastructures, provided that the Issuer shall have the right to postpone or withdraw any such registration effected without obligation to CDPQ Infrastructures.

The foregoing summaries of the Subscription Agreement and the Amended Registration Rights Agreement described in this Item 6 do not purport to be complete and, as such, are qualified in their entirety by the Subscription Agreement, including the Amended Registration Rights Agreement which is an annex thereto, set forth in Exhibit 99.3 hereto and incorporated in this Item 6 by reference.

Except for the Subscription Agreement, the Share Purchase Agreement and the Amended Registration Rights Agreement, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the persons enumerated in Item 2 and any other person, with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss or the giving or withholding of proxies.”