Source document: https://docs-lawep.s3.us-east-2.amazonaws.com/1698080308403.pdf (Sierra Leone)
hc-" 2:L+ IMPLEMENTATION AGREENAENT try and between THE GOVERNMENT OF THE REPUBLIC OF SIERRA LEONE, REPRESENTED BY THE MINISTRY OF FINANCE AND ECONOMIC DEVELOPMENT AND THE MINISTRY OF ENERGY and SOLAR ERA HOLDINGS relating to the 5MW Solar Energy Generation in Bo District, Southern Province, Sierra Leone Dated 8h May 2Ot5 l--.-, I.:AMENT [IBRfi; : 1 ':3 lllll FREiiOl .
!-t:>-_" L.Sin,lr55l59l2(r6f llC tl 1 .4 ,4 4 6 7 I 10 10 13 13 ...1 5 17 .22 .25 ..27 28 qIESIli Heading Page Clause 1 DEFINITIONS AND RULES OF INTERPRETATION 1O SALE, TRANSFER, ASSIGNMENT, NOVATION AND CHANGE OF CONTRO1...................... '12 2 3 4 5 o 7 I 9 THE PROJECT EFFECTIVE DATE AND DURATION GOVERNMENT SUPPORT OBLIGATIONS GOVERNMENT PAYMENT OBLIGATIONS ESCROW ACCOUNT OBLIGATIONS OF THE COMPANY FINANCIAL ISSUES REPRESENTATIONS AND WARRANTIES 11 LIMITATION OF LIABILITY TERMINATION DISPUTE RESOLUTION MISCELLANEOUS PROVISIONS 12 13 14 SCHEDULE 1 SCHEDULE 2 SCHEDULE 3 CONSEQUENCES OF TERMINATION FORM OF ESCROW LETTER FORM OF OIRECT AGREEMENT SCHEDULE4 SIERRA LEONE LOCAL CONTENT POLICY t4B.hrf55r591%6lLGll THIS IMPLEMENTATION AGREEMENT is made on the 8rh day of May 2015 between ' (1) THE GOVERNMENT OF THE REPUBLIC OF SIERRA LEONE, REPRESENTED BY TFIE MINISTRY OF FINANCE AND ECONOMIC DEVELOPMENT AND THE MINSTRY OF ENERGY (hereinafter referred to as the "Government'): and :2) SoLAR ERA HOLDINGS (hereinafler referred to as the "Company" which expression shall wherever lhe conlext so admits include its lawful Assigns).
llJHEREAS The Company has agreed to build, own, operate and transfer a solar energy generation plant at Bo District, Southern Province, Sierra Leone (the "Proiect") pursuanl to the provilions of this Agreement ancl the Power Purchase Agreement referred to in recital B.

The Offtaker desires and intends to purchase lhe net electrical output produced by the Project pursuant to the Power Purchase Agreement executed on 8th May 2015, as authorized by the Government.
To promote the implementation of the Project, and in exchange for the undertaklngs and agreements of the Company pursuant to this Agreement and the Power Purchase Agreement, the Government agrees to provide certain incentives and to provide certain assistance as provided in this Agreement.

,iOW lT lS HEREBY AGREED as follows DEFINITIONS AND RULES OF INTERPRETATION 1 I Definitions Capitalised terms used in this Agreement but not defined shall have the meaning given to them in the Power Purchase Agreement.
Unless the context otherwise requires, the following terms shall have the following meanings whether used in the singular or in the plural: "Acceptable Bank" means a bank or financial institution, which is acceptable to the Company and the Financing Parties but which should include ECO Bank.

Standard Charted Banl( and Zenith Bank.

"Agreement" "Cause" "Change of Control" means this lmplementation Agreement, together with all Schedules attached hereto, as the same may be amended from time to time.
means with respect to the revocation of any Governmental Authorisation, a revocation on account of any defaull or gross negligence on the part of the Company or its conlractors in complying with the material terms of a Governmental Authorisation or any applicable Law consistently applied in a non-discriminatory manner and in accordance with the spirit of this Agreement.

means, in relation to a person, company or entity, a change of the person, company or entity.

that possesses.
that possesses.

direcfly or indirecfly, the power to direct or cause the direction of the management or the policies of that person, company or entity, whether through ownership, by contracl or otherwise.

"Company Default Purcha-se Price" means the price set out at paragraph 1 .I of Schedule 1 .

"Consent" "Direct Agreement" "Oispute" means any approval, consent or other authorisation that is required from any Governmental lnstrumentality under the laws of Siena Leone with respect to the Project.
means the agreement entered inlo, or to be entered into, between the Offtaker, the Company and a security agent or trustee on behalf of the Financing Parties and substantially in the form set out at Schedule 3. means any dispute belween the Parties whether resulting from a claim in contract, in tort or based on any other legal doctrine which may arise out of, or in connection with, (whether, in each case, wholly or partially, directly or indirectly) this Agreement or the interpretation, application, implementation, validity, breach or termination of this Agreement or any related instrument, agreemenl or document, or any other provision hereof or thereof.
"Effective Date" means the date this Agreement is entered into between the Parties.

"Escrow Accounf' "Escrow Agenf' means a USD bank account with the Escrow Agent to be located in Sierra Leone.

means an Acceptable Bank which has agreed to open the Escrow Account and enter into the Escrow Letter.

"Escrow Arnount" means USD 650,000 (Six Hundred and Fifty Thousand US Dollars).

"Escrow Lette/' "Escrow Period" means the letter in lhe iorm set out in Schedule 2 (Form of Escrow Letter).
means the period from and including the date that is four monlhs after the Effeclive Date of the Power Purchase Agreement up until the date that is 90 days after the date of expiry or termination of the Power Purchase Agreement.

"Event of Default" has the meaning sel out in Clause 12.1.3.

"Finance Act 2013" means the Finance Act of 2013 enacted by the President and Members of Parliament of the Republic of Sierra Leone.
"Financing Parties" means the banks and other financial institutions and agencies party to the Financing Oocuments, including any security agent or trustee.

"Govemment Default Purchase Price" "Leones" "Loss" "Natural Force Majeure Purchase Price" "Offtake/' "Offtaker Event of Default' means the price set out at paragraph 1 .2 of Schedule 1. means the laMul cunency of Siena Leone.
means any and all loss, damage, liability, payment or obligation (including, damage, liability, payment or obligation, and all expenses (including reasonable legal fees)).

means the price set out at paragraph 1.3 of Schedule 1. means lhe Electricity and Distribution Aulhority, Siera Leone and its legal successors and assigns.

means an event refened to as such in Clause 17.2 of the power Purchase Agreement.
t a1l01#5515rt26v6EJG1l 2 "Overheads" means any direct head office costs and management fees that can be demonstrated to be propedy incuned for the specilic purpose or benefit of the Companys businesses, subject to: D the submission of invoices and as laid out in a detailed schedule of expenses vermed by independent auditors, and ii) the approvalofthe board of directors of the Company.
For the avoidance of doubt Overheads exclude payment for goods or services provided by a third party that is not an affiliate of the Company.

means lor each applicable fiscal period a cap of 6% of the Companys revenue during that period (as stated in the Company's annual audited accounts).

"Overheads Cap" "Party" means the Government, or the Company, as the case may be.
"Power Purchase Agreement' means lhe agreement of that name by and between the Offtaker and the Company, dated as of the date hereof, for the sale of the energy of the Project, as the same may be amended from time to lime.

"PPA Payment" means any payment contemplated pursuant to the Power Purchase Agreement and owed by the Offlaker to the Company under that same agreement.
"Project Agr€ements" means, collectively, this Agreement, the Land Agreement, the EPC Contract, the O&M Agreement, the Power Purchase Agreement, lhe Transmission Agreement and lhe Financing Documents, including the Direcl Agreement.

"Protected Assets" means any property or assels of the Govemment protected by diplomatic or consular privileges under public international law; "Register of Gompanies" means the appropriate official at the Sierra Leone companies register.
"Sierra Leone" means the Republic of Sierra Leone.

'Term" 1.2 lnterpretation The initial term of this Agreement specifled in Clause 3, as it may be extended from time to time in accordance with the provisions of this Agreement.

The rules of interpretation set out in Seclion 1.2 of the Power Purchase Agreement shall apply mulatis mutandis to this Agre€ment.
1.3 Prioritv of Documents lf there is any inconsislency between any of the provisions of this Agreement, the povrer Purchase Agreement and the Direct Agreement, the provisions of the documenls shall take priority in the following order: 1.3.1 the Oirect Agreement, 1-3.2 lhis Agre€ment; and 1.3.3 the Power Purchase Agreement.

t 8'D1455r5rl26v6[Lcl] 3 2.


2.1 THE PROJECT Riqht to Develop Through the Govemment lnstrumentalities, the Govemment hereby grants to the Company throughout the Term the exclusive right: 2.1.1 2.1.2 to develop, design, finance, construct, own, operale, mainlain, manage and transfer the Proiecl: and to sell to the Offtaker all the energy that lhe Proiect is capable of making available pursuanl to the Power Purchase Agreement lo be entered by and between the Offfaker and the Company.
2.2 Transfer of the Plant The Govemment shall require the Company, and the Company hereby agrees, to transfer all the facilities of the Plant in fair operational condition at the end of the Term and to conduct all activities incidental thereto, and in accordance wilh the terms of this Agreement, the Power Purchase Agreement and the Land Agreement.

EFFECTIVE OATE AND DURATION 3.


3.1 Effective Date Subject to Clause 4.4, this Agreement shall enter into full force and effecl from the date of its execution (the "Effective Date').

3.2 Duration of Term The tefm of this Agreement shall continue until the Power Purchase Agreement has expired or been terminated eadier in accordance with the terms of that agreement and all outstanding obligations of the Offlaker under lhe Power Purchase Agreement have been performed.

GOVERNMENT SUPPORT OBLIGATIONS 4.
4.1 GovernmentAuthorisations Provided that the Company has complied with its obligations in Clause 7, the Govemmenl shall: 4.1.1 4.1.2 4.1.3 4.1.4 4.1.5 ensure that in a timely manner, all Govemment lnstrumentalities grant to the Company (or its agents, representatives or contraclors as may be reasonably necessary) all Govemment Authorisations in respect of which applications in accordance wilh Clause 7.1 have been made: ensure that no Government lnstrumentalily attaches, at any time during the Term, any term or condilion to the Govemment Authorisations which materially and adversely affecls the Company or the Project or which imposes conditions on the Company that are more onerous than under the Power Purchase Agreement; ensure that all Government Authorisations are, upon lheir expiry, renewed on substantially similar terms or on terms no less favourable than those agreed pursuant to the Power Purchase Agreement or this Agreement: ensure that no Government lnstrumentality revokes any Governmental Authorisation without Cause: and in the event that a Govemment Authorisation has been revoked for Cause, procure lhe grant by the Government Instrumentality of a further Govemment Aulhorisation if the Company has provided to the Government lnstrumentality reasonable evidence to demonstrate that the failure to comply with the Govemmental Approval has been t4'Dr #s5t 59r 26v6[IlGll 4 rectified and all lines have been paid, save where such revocalion for Cause is of a result of a breach or default by the Company under this Agreement and/or the Power Purchase Agreement.
4.2 Support to Obtain Consents 4.2.1 \Mhout limiting the obligalions of the Govemment pursuant to Clause 4.1 upon the request of the Company, the Govemmenl shall suppod, use and cause lo be used all reasonable efforts to expedite consideration of the application for each Govemmental Aulhorisation or renewal thereof made in the circumstances set out in Clauses 4.1.3 and 4.1.5.
For the avoidance of doubt, all costs of obtaining such Government Authorisations shall be bome by the Company and the process of making any application for such Govemment Authorisation by the Company shall be in ac@rdance with the Law.
4.2.2 Any requesl for support under this Clause 4.2 shall be accompanied with copies of the application for the Govemmental Authorisation, and clear evidence lhat the issuance or renewal of the Governmental Authorisation was denied, deferred or was not processed in a timely manner.
4.3 Grant of lnvestment lncentives The Govemment shall ensure that all the relevant investment incentives are granted by the Govemment lnstrumentalities to the Company on or before the Closing Oate provided that all such incentives: 4.3.1 are granled in accordance with the Finance Act 2013: and 4.3.2 shall be valid only in relation to the Project and forthe duration ofthe Term.
4.4 Financinq of the Proiect The Govemment shall at any time and from time to time make such confirmation and execute such documents as the Financing Parties may reasonably require to enable the Company to anange linancing for the Proiect on a limited recourse basis including, but not limited to entering into the Direct Agreement with the Financing Parlies.
4.5 Expropriation.NationalizationandConfiscation The Government shall ensure that no Government lnstrumentality expropriates, compulsorily acquires, nalionalises, or confiscates all or any part of the Project, any assets, rights or other interest of the Company related to the Proiect, or the interest of any Shareholders.

4.6 Construction.
4.6 Construction.

Operation and Maintenance Subject to the provisions of the Laws, this Agreement and the Power Purchase Agreement, lhe Govemment and the other Govemment lnstrumentalities shall not intervene in the construction, operation and maintenance of the POec{ in a manner that is adverse to the Proiect or the Company, save as may be necessary to protect public heatth and safety and to perform their slatutory duties.
4.7 Assurance Aoainst Discriminatorv Action Subject to the provisions of the Laws, this Agreement and the power purchase Agreement neither the Govemment nor any other Government lnstrumentality shall take any discriminatory action (which shall include the imposition of obligations, conditions or standards in relation to the Project that are unduly and materially more onerous than those relating to any similar power station project that is privately ,inanced on a similar basis by any person other than the Govemment or any Government lnstrumentality) that materially and adversely affects the Poect, the performance of the Companys obligations or the enjoymenl of tts rights or the t4'!1#s5r 59r%!6[IlGll 5 interests of the Shareholders under this Agreement, the Power Purchase Agreemenl or the Land Agreement.
4.8 Expatriates 4.8.1 4.8.2 The Govemment shall expedite lhe issuance of visas and work permits to the qualirying directors, consuhants and employees (including their immediate families) ol the Company and its Contractors and sub-contractors in relation to the Poect.
The right of such directors, consultants and employees (including their immediate families) of the Company and its Contractors and sub-contractors to bring into or import, and to export following or in anticipation of the ending of their period of residence or work personal and household effects, free of all taxes and custom dulies shall be in accordance vvith the Laws (including the Finance Acl, 2013 and its subsequent amendments)t and otheMise sub.lect to the Govemment's usual terms and conditions being applied and without any discrimination and for the same to be processed through the point of entry or exit, including any customs procedure without delay, and 4.8.3 The Govemment agrees that it shall procure without delay all documents, permits and licenses required to give effect to the provisions of this Clause 4.9 in accordance with the Laws.
4.9 lmDort and Export of Eouipment and Materials: 4.9.1 The Govemment agrees to procure thal at all limes during the Term the Company, its Contraclors, and sub-contractors are entitled to import into and export from Siena Leone without restriction all plants, equipment, machinery, spare parls, materials and supplies required for the construction, completion operalion and maintenance of the Project (or any part thereof), and that each of the same will be processed through the port of entry, including any cusloms procedures, without delay, unless The Govemment consideE, acting reasonably, that there is a material danger to life, property or the environment arising there from and any restriction imposed applies equally to all persons in Siena Leone.
The Govemment agrees thal it shall procure that all relevant oflicials or public authorities shall deliver without delay all documents, permits and licenses required to give effect ofthe foregoing.

4.9.2 The Govemment agrees that all plant, machinery and equipment lo be used for the Poect shall be eligible for duty free imports for the duration of the Pro.iec1.
4.10 SuDDort to obtain and Transportation The Govemment will use its reasonable endeavours to ensure that access to and from the Site suitable for construction and operation of the Plant is available.

For the avoidance of doubt the Parties conlirm that the Government will not be responsible for organising or providing any transporlalion services or equipment in relation to the construction or operation ofthe plant.

GOVERNMENT P 5.
GOVERNMENT P 5.

5.1 PPA Payment ENT OBLIGATIONS The Govemment agrees lhat, if, in respect of a PPA Payment: 5.1.1 the amount is due and payable by the Offlaker pursuant to the power purchase Agreement and has not been paid in full by the Offlaker within twenty one (21) Business Days of such amount becoming due and payable; 5.1.2 the PPA Payment amount is nol in dispute: and j N8: lbrahim to canfrm trtrD1c55l59r i.6[IJGl] 6 5.
1.3 the Company has delivered a demand for payment of the PPA Payment to the Offtaker in accordance with the provisions of the PPA, and despite such demand, such amount is not paid, then the Govemment will make payment of the PPA Payment (together with any interesl accrued thereon as may be due and payable at the rate and for the period specified in the PPA or the Direct Agreement) to the Company and or Financing Parties within forty (40) Business Oays on lirst written demand of the Company or the Financing Parties for payment, which may be issued affer the lapse of the period detailed in Clause 5.1.1.
5.2 GovemmentTerminationPavments The Govemment will ensure that any payment or payments made pursuant lo Clause 12 (Terminalion) shall be made promplly.

All payment pursuant lo this Clause 5 (Govomment Payment Obligations) shall be made to the bank account nominated for that purpose by the Company and or the Financing Parties.
5.3 Transfer of Govemment Oblioations lf the Offlaker has continuously performed all of its financial obligations pursuant to the Power Purchase Agreement and no recourse by the Company to the provisions of this Clause 5 has been made for more than 10 (ten) years from the Effective Oate, the Parties (and the Offtaker) will have the right to initiate good faith negotiations on the possibility of transfening all of the Government's rights and obligations under this Agreement to EDSA.
The Parties confirm that the Finance Parties' consent to such transfer will be required and thal a transfer could only take place after all the Senior Debt (as such term is defined in Schedule 1 (Consequences of Termination) has been fully repaid.

6.

ESCROW ACCOUNT 6.1 Establishment and minimum balance 6.
'1.1 The Govemment shall establish the Escrow Account with the Escrow Agent by no later than the commencement ofthe Escrow Period and shall procure that the Essow Agent executes the Escrow Letter for the Escrow Amount.

6.1.2 The Govemment shall procure that at all times durinq the Escrow Period the balance standing to the credit of the Escrow Account is no less than the Escrow Amounl, less lhe amount of any Letler of Credit.

6.
6.

'1.3 The Parties agree that the Escrow Account shall be increased on a pro-rala basis on or before any Expansion Works entering into commercial operation.

6.2 Letter of Credit 6.2.


'l The Govemment may, at any time, wilhdraw an amount from the Escrow Account if, by no later than 10 Business Days prior to such withdrawal, the Govemment procures that an inevocable on demand letter of credit in the form acceptable to the Company, acting reasonably is issued in favour of the Company by an Acceptable Bank in an amount no less than the amount of the proposed withdrawal and valid for a term of no less than 12 months (the "Letter of Credif').
6.2-2 By no later than 15 Days prior to the expiry of any Letter of Credit, the Government shall: (a) (b) replace the existing Letter of Credit with a new Letter of Credit; increase the balance in the Escrow Account; in each case in an amount necessary lo ensure thal, following the expiry of lhe existing Letter of Credit, the Government would comply with its obligations und6r Clause 6.1.21 t E Dlf55l59l24v6fUGll 7 failing which the Company may call on the existing Letter of Credit and require that all proceeds are deposited into the Escrow Account.
6.3 Use of funds 6.3.1 lf at any time the Offtaker fails to make a payment to the Company by the due date for such paymenl under the Power Purchase Agreement, the Company shall be entitled to: (a) withdraw an amount equal to such payment and any default inlerest accruing thereon in a@ordance with the Power Purchase Agreement tom the Escrow Account; and/or (b) to make a claim under any Letter of Credit in an amount equal to such payment and any default interesl accruing thereon in a@ordance with the Power Purchase Agreement.
6.3.2 Promptly following any withdrawal from the Escrow Account and any claim under the Letter of Credit, the Company shall notify the Govemment in writing of the circumstances and the amount of such withdrawal and/or claim (as applicable) and notifying the Govemmenl of its obligation to replenish lhe account in accordance with Clause 6.1 .2.

6.4 Other provisions 6.4.1 The Parties agree thal the Escrow Account and any Letter of Credit may be secured in favour of the Financing Parties.
6.4.2 lnterest accruing from time to time on the balance in the Escrow Account shall be dedited to the Escrow Account.
6.4.3 6.4.4 6.4.5 The Govemment shall pay the Escrow Agent's costs in respect of its duties under or in conneclion with this Agreement and the maintenance of the Escrow Account, as such costs may be agreed belween lhe Govemment and the Esffow Agent from time lo time, All payments by the Escrow Agent under this Clause 6 shall be made gross and without deduction or withholding of any kind other than any deduction or withholding required by the laws (in which case gross-up shall apply) in accordance with the Escrow Letter.
lf a payment to the Company under this Clause 6 will be or has been subject to tax, the Escrow Agenl shall on demand from the Company pay to the Company from the Escrow Account, the amounl (afrer taking into accounl Tax payable in respect of the amount) that will ensure that the Company receives and relains a net sum equal to the sum it would have received had the payment not been subject to Tax in accordance with the Escrow Letter.
6.4.6 On the date 90 days afrer the expiry of the Power Purchase Agreement al the end of its term, the money standing to the credit of lhe Escrow Account at that date (less the total of any outstanding claims made by the Company under this Clause 6) shall be kansfered to another accounl of the Govemment or as it may direct.

Any Letter of Credit in place at thal time may be cancelled.

6.5 DisDutes as to amounts The obligations of the Govemment under this Clause 6 are uncondilional.
lf the Govemment vyishes to dispute whether an amounl is due and payable under the power purchase Agreement or the calculation of the Escrow Amount, it shall comply with its obligation to maintain the Escrow Amount in the Escrow Accounl and may pursue the Oispute in accordance with Clause 12 (Dispute resolution).

r€.Dr 455l59t 26V6[IJG ll 8 7.


OBLIGATIONS OF THE COMPANY 7.1 Application for Government Authodsations The Company shall make (or cause lo be made) and diligently pursue an application that complies with the requirements of the relevant Laws for each Govemmental Aulhorisation for the Company lo design, develop, construct, linance, insure, own, operate and nec€ssary maintain the Project as contemplated in this Agreement and the Power Purchase Agreemenl.
7 .2 Construction of the Proiect The Company shall design, develop, construcl, finance, insure, own, operate and maintain the Project in accordance with the applicable Laws and the terms of the Power Purchase Agreement, this Agreement and the Land Agreement.

7.3 Environmental Protection.

Health and Safetv The Company shall comply with the applicable Laws and requirements of the Power Purchase Agreement regarding environmenlal proteclion, heafth and safety.
7.4 CorporateDocumentation Before the Closing Oate, the Company shall deliver to the Govemment a copy, certified as a true copy by a duly authorised officer of the Company, of: 7.4.1 the articles of incorporation and the certiricate of incorporation of the Company; 7.4.2 7.4.3 resolutions passed by the board of directors of the Company authorising the execution, delivery and performance by the Company of the Power Purchase Agreement, this Agreement, the Financing Oocuments and any other agreement or document to be executed and delivered in respect thereof: and the EPC Contract (excluding any information of a proprietary and technical or commercially sensitive nature) and all security documents provided by the EPC Conlractor pursuant to the EPC Contract, substantially in accordance with the terms of lhe Power Purchase Agreement.
7.5 Govemment lnspection Riohts The Company shall be obliged, upon receipt of nol less than forty-eight (48) hours'written notice, to allow not more than four (4) Govemmenl representatives to have access to the Site at reasonable times for the purposes of viewing the Plant and verifying the Companys compliance with its obligations under this Agreement and/or the Power Purchase Agreementi provided that the Government shall ensure that its representatives shall comply with all relevant health and safety precautions and standards, and any other reasonable requirements of the Company and its Contractors, and shall not interfere with the construction or operation ol the Planl.
7.6 No lm nts Unless such works are Expansion Works or as otherwise agreed pursuant to the power Purchase Agreement the Company shall not be entitled to construcl or procure the construclion of any addition lo or any expansion of the Plant that is intended to or may or wi result in inc.easing the capacity of the Plant above the agreed capacity under the power purchase Agreement.
7.7 Local Content The Company shall use its reasonable endeavours to comply with the provisions of Schedule 4 (Siera Leone Local Content Policy).

f.grDld55l 5rl26v6mc1l 9 8.

8.1 FINANCIAL ISSUES Secudtv this Agreement; 8.1.1 For the purpose of financing the Poec;t and in compliance with the Laws, the Company may charge or assign by way of security, in favour of the Financing Parties, its interests in: (a) (b) (c) (d) (e) (0 the moveable property and intellectual property of the Company.
any other agreemenl or document related to the Proiect; the immovable property situated on the Site: or the Power Purchase Agreement; the Site; 8.1.2 The Govemment agrees to exedJte and give all acknowledgements of any security or assignments created pursuant to Clause 8.1.1 as are reasonably requested by the Company to give effecl to Clause 8.

1.1.
1.1.

8.2 Forcion Exchanoe and Bank Accounts ln compliance wilh the Laws, the Company shall have the right to open any type of foreign or local bank accounts and shall have the right to freely convert an amount in Leones or any type of foreign dnency into any other curency and transfer any such amount abroad.

The Govemment will procure the prompt delivery of any Govemment Authorisalions necessary to effect this clause.
8.3 Tax The Govemment shall ensure that subject to the provisions of the Finance Act 2013, the Company receives the benefit of all applicable tax and investment incentives.

9.
9.1 REPRESENTATIONS AND WARRANTIES Govemment Representations and Warranties The Govemment hereby represents and warrants to the Company that: 9.1.1 the Offtaker has tull power and authority to execute and deliver this Agreement on behalf of the Govemment; 9.1.2 the Govemmenl has full power and authority to perform its obligations under this Agreement; 9.1.3 the execution, delivery and performance of this Agreement by or on behalf of the Govemment: (a) has been duly authorized by all requisite action on the pan of the Govemment; and (b) will not (D violate the Laws or lnstrumentality; or any applicable order of any Government I4rn I f55159126v6[r]G ll l0 (iD violate, be in conflict with, result in a breach of or constitute (with due notice or lapse ol time or both) a default under any indenture, agreement for bonowed money, bond, note, instrumenl or other agreement to which the Govemment is a party or by which the Govemment or its property is bound, excluding defaults or violations that would not, indiMdually or in the aggregate, have a material adverse effect on the properties or financial condition of the Govemment or on its ability to perform its obligations under this Agreement: 9.1.4 assuming it constitutes a legal, valid and binding obligation of the Company, this Agreement constitutes a legal, valid and binding obligation of the Govemment, enforceable against it in accordance with its terms, subject to general principles of equity.
9.1.5 9.1.6 to the best of its knowledge afler reasonable enquiry no filing or registration with, no notice to and no permit, authorization, consent or approval of any person is required for the execulion, delivery or performance of this Agreement by the Government, except for such filings, registrations and notices that have been made or given, and such permits, aLrthorizations, consents or approvals as have been oblained and are in full force and effect.
the Govemment is not in default under any agreement or instrument of any nature whatsoever to which it is a party or by which it is bound in any manner that vvould have a material adverse effect on its ability to perform its obligations under this Agreemenl, the validity or enforceability of this Agreement or on the financial condition of the Govemment; and 9.1.7 there is no action, suit, proceeding or investigation pending, or to the Government's knowledge, threatened, against the Govemment which, if adversely determined, would have a material adverse effect on its ability to perform its obligations under this Agreement, the validity or enforceability of this Agreement or on lhe linancial condition of the Government.
9.2 Companv Representations and Warranties The Company hereby represents and wanants to the Govemment that: 9.2.

't the Company is a limited liability company, duly organized, validly existing and in good standing under the Laws, and has all requisile corporate power and authority to own or lease and operate its properties and lo carry on its business as proposed to be conducted.
9.2.2 the Company has full corporate power and authority to execule and deliver this Agreement and to perform its obligations under this Agreement.
9.2.3 the execution, delivery and performance of this Agreement by the Company (a) has been duly authorized by all requisite corporale aclion on the part of the Company, and no other proceedings on the part of the Company or any other person are necessary for such authorizationi and (b) will not: (D (iD violate the Laws or any applicable order of any Govemment lnstrumentality or any provision of lhe memorandum and clauses of association of the Company; or violate, be in conflict with, result in a breach of or constitute (with due nolice or lapse of time or both) a default under any indenture, agreement for bonowed money, bond, nole, instrument or other agreement to which the Company is a party or by which the Company t s.D1,'5r59126vn[LG1l ll or ils property is bound, excluding defaults or violations that would not, individually or in the aggregate, have a material adverse effect on the business, properties, financial condition or results of operation of the Company, or on its ability to perform its obligations under this Agreement: 9.2.4 this Agreement has been duly executed and delivered by the Company; 9.2.5 assuming it constitutes a legal, valid and binding obligation of lhe Govemment, lhis Agreement constitutes a legal, valid and binding obligalion of the Company, enforceable against it in accordance with its terms, subiec{ to: (a) bankruptcy, insolvency, reorganization, moralorium, or other similar laws now or hereafrer in effect relating to cfedilors' rights: and (b) general principles of equity; 9.2.6 9.2.7 9.2.8 to the best of its knowledge afler reasonable inquiry, no filing or registration with, no notice to and no permit, aulhorizalion, consent or approval of any person is required for lhe execution, delivery or performance of this Agreement by the Company, except for the Consents: the Company is not in default under any agreement or instrument of any nature whatsoever to which it is a party or by which it is bound in any manner that would have a material adverse effect on its abilily to perform its
 obligations under this Agreement, the validity or enforc€ability of this Agreement or on the linancial condition of the Company: the Company is not in default under any agreement or instrumenl of any nature whatsoever to which it is a party or by which it is bound in any manner that would have a malerial adverse effect on its ability to perform its obligations under this Agreement, or the validity or enforceability of lhis Agreemenl; and 9.2.9 there is no aclion, suit, proceeding or investigation pending or, to the Company's knowledge, threatened: (a) (b) against the Company, for the dissolution of the Company; or which, if adversely determined, would have a material adverse effect on its ability to perform its obligations under this Agreement, or the validity or enforceability of this Agreement.
't 0.

SALE.

TRANSFER.

ASSIGNMENT.
NOVATION AND C GE OF CONTROL 10.1 Assionment to nancino Parties this Agreement; 10.1.1 For the purpose offinancing lhe Proieci and in compliance with the Laws, the Company may, wilhout seeking the further consent of the Govemment, charge or assign by way of security, in favour of the Financing Parties, its interests in: (a) (b) (c) (d) (e) any other agreement or document related to the project; the immovable property,situated on the Site; or the Power Purchase Agreement: the Site; Lgrbl n55l59l24v6fUGll t2 (0 the moveable property and intellectual property of the Company 10.1.2 The Government agrees to execute and give all acknowledgements of any security or assignments so crealed.
10.

'1-3 For the purposes of Public Private Partnership Act 2014. the Government acknowledges that by signing this Agreement it has given its prior written consent to any transfer or assignment contemplated by this Clause 10.1 .

",c 2 Consent Required The Government is not permitted to sell, transfer, assign or novate its interests in this Agreement without the consent of the Company.
",1 3 Bindinq Aqreement fhis Agreement, as it may be amended from time to time, shall be binding upon and inure to the benefat of the Parties to it and their respective successors, legal representatives, and assigns permitted under this Agreement.

LIINITATION OF LIABILITY '.'.


1 N eillrer P arty: 11.1.1 shall have any liability to the other Party for any Loss suffered by that Party with respect to the subject matter of this Agreement except pursuant to, or for breach of, this Agreement; and '11-1.2 shall be liable to the other in contract, tort, warranty, strict liability or any other legal theory for any indirect, consequential, incidental, punitive or exemplary damages.
1^, 2 This Clause 11 does not constitute a waiver of any rights of one Party against the other with regard to matters unrelated to this Agreement or any activity not contemplated by the Proiect Agreements or the Financing Documents, -i]:.

TERMINATION 12.1 Default and term ination Termination Events 12.1.1 "Company lA Event o, Default" means the termination of the power purchase Agreemenl by the Offtaker due to a Company Event of Default.
12..1.2 "Government Event of Default" means any of the foltowing: (a) a breach by the Government of its obtigations under Clause 5 (Govemment Payment Obligations) which has not been remedied within 30 Days of the Company notifying the Government of such breach: (b) a breach by the Government: (i) of its obligation to malntain the relevant Escrow Amount in the Escrow Account under Clause 6 (Escrow Account) which has not been remedied within 30 Days of the Company notifying the Government of such breach, (ii) of its obligalion to maintain the Escrow Account: or (iii) of any other provision of Clause 6 (Escrow Account) which has not been remedied within 30 Days of the Company notifying the Government of such breach: l-r!- +55l5rl26v6lllCrl 13 (c) (d) the Power Purchase Agreement has been terminated by the Company due to an Ofnaker Event of Default or by the Company or the Offtaker following a Prolonged Event of Political Force Maieure2; or any breach of or default by the Government under any of its material obligations of this Agreement (other than any breach or default refened to in paragraphs (a) to (c) above) which is not remedied within 90 Oays afler notice from the Company, notirying the Govemment of such breach.
12.1.3 "Event of Defaulf' means (a) a Company lA Event of Default; (b) a Govemment Event of Defautt; or (c) a Force Majeure Event of Default, as the context requires.

- 12.1.4 "Natural Force Maieurc Event of Default" means the terminalion of the Power Purchase Agreement a Prolonged Event of Natural Force Majeure.

'12.1.5 "Termination upon Expiry" means lhe termination of the Power Purchase Agreement upon the expiration of its term.
l2.l.6 "Termination for Non Fulfilment of Conditions Precedenf' means the termination of the Power Purchase Agreement by the Company if any condition precedent to the Closing Date has nol been satisfied by 31 December 2015, unless such date has been exlended by mutual agreement of the parties to the Power Purchase Agreement.
12.2 Terminationorocedures 12.2.1 ll any Event of Default occurs and is continuing, the non-defaulting Party may deliver a nolice to the defaulting Party wh'ch notice shall specify in reasonable detail the Event of Default and state that the non-defaulting Party intends to lerminate this Agreement: (a) if the relevant Event of Default is a Company lA Event of Default or Natural Force Majeure Event of Default or a Govemment Event of Defautt under Clause 12.1.2(c), immediately on notice; or (b) if the relevant Event of Default is a Government Event of Default (not being one under Clause 12.1.2(c)1, if such Event of Default is not remedied within 10 Oays.
12.2.2 ll Clawe 12.2.1(b) applies and if the defaulting Party has nol remedied the relevant Event of Default before the expiry of the remedy period, the non-defautting party may terminate this Agreement by delivering a notice of termination to the defaulting party.

12.2.3 This Agreement shall terminate on the date of the relevant notice of termination served under Clauses 12.2.1(a) ot 12.2.2.
12.2.4 fhe Govemment shall send to the Financing Parties a copy of any notice it may serve under Clauses 12.2.1(a) $ 12.2.2 al lhe same lime it serves such notice on the Company.

'12.3 Pavment on termination '?To be defined in PPA r.E,br rss r sfl 26r{[Ilc t l l4 12.3.1 lf this Agreement is terminated in accordance with this Clause '12.3 following a Company lA Event of Default the Govemment shall be obliged to purchase the Proiect for the Company Default Purchase Price.
12.3.2 lf this Agreement is terminated in accordance with this Clause 12.3 following a Govemment Event of Default, the Government shall be obliged to purchase the Project for the Govemment Default Purchase Price.

12.3.3 lf this Agreement is terminated in accordance with this Clause 12.3 following a Natural Force Majeure Event of Default the Govemment shall be obliged to purchase lhe Project for the Force Maieure Purchase Price.
12.3.4 lf this Agreement is terminated following a Termination for Non Fultilment of Conditions Precedent or Termination upon Expiry neither Party shall have any liability to the other Party.
12.3.5 All amounts payable on terminalion in accordance with Schedule 2 (Compensation on termination) shall be calculated by the Company and notitied to the Govemment in writing within 30 Days of termination of this Agreement and shall be payable by the Government to lhe Company (or its nominee) within 30 Days of receipt of such calculation.
12.4 Riohts on expirv and termination 12.4.1 fhe only rights of the Parties to lerminate this Agreement are as set out in this Clause 12.4 and all righls lo terminate lhis Agreement which may be available under Law are hereby excluded.
'12.4.2 On the expiration or termination of this Agreement and (where applicable) following receipl by the Company (or ils nominees) of all payments due lo it under this Clause 12.4, the Parties shall have no further obligations or liabilities hereunder except for: (a) any other obligations and liabilities which that arose prior to such lermination; and (b) any provisions of this Agreement which are specifically provided to apply after its termination or expiry.
't2.4.3 Following the expiration or earlier termination of the Power Purchase Agreement, and provided that all payments to be made pursuant to this Clause 12 have be€n made, the Site and the Projecl will transfer to the Ofitaker in accordance with the terms of the Power Purchase Agreement.

t3.
t3.

OISPUTE RESOLUTION '13.1 Neqotiation 13.1.1 The Parlies hereto agree to aftempt lo resolve any dispute, conlroversy, difference or claim ("Dispute') between them in connection wilh this Agreement promptly, equitably and in a good faith manner.
To this end, each of the Parties shall designate in writing to the other Pany from time to time a represenlative who shall be authorized to resolve by an agreement between lhem any Oispute in connection with this Agreement and, unless othervyise expressly provided herein, to exercise the authority of such party to reach such an agreement.
13.1.2 lf any Dispute is not resolved between the Parties pursuant to this Clause i3.l within thirty (30) Days from the date on which one Party receives written notilication from the other Party that a Oispute exists in conneclion with this Agreement, then such Dispute shall be settled exclusively and finally by arbitration in accordance with Clause 13.2.
'13.2 Arbitration t a.Dr 15515,l 26v6[LGq l5 '13.2.1 It is specifically understood and agreed that any Dispute in conneclion with this Agreement lhat has not been resolved between the Parties pursuant to Clause 14.1 or 14.2 hercof may be submitled to arbitration inespeclive of the amount in Dispute or whether such Oispute would otherwise be considered iusticiable or ripe for resolution by any court.
This Agreement and the rights and obligations of the Parties shall remain in full force and effect pending the award in such arbitration proeeding, which award, if appropriate, shall determine whether and when any termination shall become effective.

13.2.2 Each arbitration between the Parties shall be held and finally settled in the City of London and shall be conducled pursuant to the Rules of Arbitration of the lntemational Chamber of Commerce C'ICC Rules') in force when lhe arbitration commences.
'13.2.3 The arbitration shall be conducted before an arbitral tribunal (the 'Tribunal') composed of three (3) arbitrators.

Each Party shall nominate an arbitrator, and the two Pany- appointed arbilrators shall jointly nominate lhe third (who shall be the chairperson) within thirty (30) Days after the conlirmation of the second arbitrator, failing which the chairman shall be appointed by the Secretary General of the ICC lntemational Court of Arbitration (the "lCC').
13.2.4 Any arbitration commen@d hereunder shall be completed within two hundred forty (240) Days of the appointment of the Tribunal absent agreement of the Parties to such arbitration.

The Parties shall be entitled to discovery of documenls only upon a finding of good cause by lhe Tribunal.

All direct testimony shall be offered by way of affidavit.

The Party submitting an affidavit shall make the affiant available for cross-examination before the Tribunal.
The Parlies waive any claim to any damages in the nature of punilive, exemplary or statutory damages in excess of compensatory damages, and the Tribunal is specilically divested of any power to award such damages.

The award of lhe Tribunal shall be linal and binding on the Parties 0'.e.

not subject to appeal), and the Parties agree that an arbitration award may be entered in any court having .iurisdiction thereof.
The Tribunal shall have the right and authority to grant injunctive, declaratory and other equitable relief.

13.2.5 Only Persons who are engineers, atlomeys, financial advisors, former judges, managers, execulives and other professionals \flith technical or legal experience relaled to the design, construclion, financing, ownership, operation and/or maintenance of power generation shall be appointed as arbitrators.
No arbitrator shall be a present employee or agenl of, or @nsultant or counsel to, either Party or any Altiliate of eilher Party or a national of a slate with which the domicile of any Party does not maintain diplomatic relations.

13.2.6 The arbitration shall be conducted in the English language and all documents submitted in connection with such proceeding shall be in the English language or, if in another language, accompanied by a certilied English translation.
13.2.7 The Parlies shall each pay one-half of any advance on costs set by the lCC.

The Tribunal shall be entrued lo allocate the costs of arbitration between the Panies, which costs shall be bome by each Party as determined in any arbitral award or awards by the Tribunal.

13.3 Sovereionlmmunitv 13.3.1 The Parties unconditionally and inevocably agree that the execution and performance of this Agreement constitute a private and commercial act.
ln addition, each of the Parties unconditionally and irrevocably: (a) egrees that should any proceedings be brought against it or its assets in any jurisdiction in relation to this Agreement or any transaclion contemplated by this Agreement, it will not claim immunity from such proceedings with respect lo itself or its assets (other than the Protected Assets): r.8rDl d551 5el26V6[IIG4 l6 (b) (c) (d) waives any right of immunity which it or any of its assets (other than the Protected Assets) now has or may acquire in the future whether characterised as sovereign immunity or otheMise in any jurisdiction in connection with any such proceedings including, without limitation, immunity from service of process, immunity from jurisdiclion orjudgment of any court of tribunat and immunity from execution of a judgment; waives any requirement under lhe State Proceedings Acl, 2000 for a Party to give prior notice before commencing proceedings against the Govemment; and consenls generally in respect of the enforcement of anyjudgement or arbital award against it in any such proceedings in any jurisdiction to the giving of any relief or the issue of any process in connection wilh such proceedings (including the making, enforcement or execution against or in respect of any assets whatsoever (other than the Protected Assets) irrespective of its use or intended use).
13.3.2 The Company hereby inevocably waives any and all rights it may have to enforce any judgement or claim against lhe Protected Assets with respect to any claim against the Govemment under this Agreement or any transaction contemplated by this Agreement.

13.4 ContinuedPerformance Pending resolution of a Dispute subject to Arbitration all parties will in good faith continue to perform their obligations under this Agreement.

14.
14.

MISCELLANEOUS PROVISIONS 14.1 Expenses of the Parties Each Party shall bear all costs and expenses, including all fees and expenses of agents, representatives, counsel and accountants employed by the Parlies, incuned by it in connection with entering into this Agreement, and the other Party shall have no liability in respect thereof.
'14.2 Rioht to Specific Performance ln the event either Party fails to perform its obligations under this Agreement, the other Parly shall have the right to require specmc perfomance of the obligation not performed.

14.3 FurtherAssurances lf it shall be necessary and proper afler the execution of this Agreement to execute any additional documents or take further action to carry out the intent of this Agreement, the Parties agree to take such aclion.
14.4 Governino Law This Agreement shall in all respects be govemed by and construed in accordance with the laws of England.
14.5 Entire reement This Agreement, together with the other Project Agreements and the Financing Documents, is intended by lhe Parties to be the final expression of their agreement with respect to the incentives and assistance to be provided by the Government in relation to the proiect and is intended also to be a complete and exhaustive slatement of their agreement with respect to the subject matter contained herein.
As such, lhe terms and provisions contained in this Agreement supersede all previous communications, representations or agreements, oral or written, between lhe Parties with respect to the sale of electric capacity and energy from lhe Plant.

La.n r *s5r te l26V4IJG I l t'7 14.6 Amendments This Agreement can be amended only by written agreement among the Parlies.
14.7 Waiver '14.7.1 No waiver by either Party of any default by the other Party in the performance of any of lhe provisions of lhis Agreement: (a) shall operate or be conslrued as a waiver of any other or furlher default or defaults whether of a like or different characler: or (b) shall be effeclive unless in writing duly executed by a duly authorized representative of such Party.
14.7.2 Neither the failure by a Party to insist on any occasion upon the performance of the terms, conditions and provisions of this Agreement nor time or other indulgence granted by one Party to the other shall act as a waiver of such breach nor as an acceptance of any variation, or as the relinquishment of any such righl or any other right under this Agreement.
14.8 Confidentiality 14.8.1 Each Party and its employees, @ntractors, consultants and agents shall use its reasonable endeavours to keep conlidential the contents of this Agreement and any documents or other form of information provided under it, including electronic communications, marked as confidenlial by or on behalf of the Party providing it.
14.8.2 each Party shall use its reasonable endeavours lo ensure that all information obtained by it under this Agreement shall only be made available to and used by its employees or staff having a need for such information in order to permit the Party to perform its obligations and exercise its rights under this Agreement and, except as may be required by any Law or Govemment lnstrumentality other than the Govemment, shall not publish or othenvise disclose the same to third parties.
14.8.3 Either Party shall be entitled to disclose the terms and conditions of lhis Agreement and any data acquired by it under or pursuant to this Agreement without lhe prior consent of the other Party if such disclosure is made in good faith: (a) in the case of the Company, to any Affiliate ofsuch Party upon obtaining from such Affiliale an undertaking of confidentiality equivalent to that contained in Clauses '14.8.1 and 14.8-2i (b) (c) (d) (e) 0 to any outside professional consultants or advisers engaged by or on behalf of such Party and acting in that capacily upon obtaining from such consultants or advisers an undertaking of confidentiality equivalent to that contained in Clauses 14.8.1 and 'l4-8.2i to the Financing Parties, any securily agent or trustee, any bank or other financial institution and its advisers from which such Party is seeking or obtaining tinance upon obtaining from the Financing Parties, any security agent or trustee, such bank or other institution and its advisers an undertaking or confidentiality equivalent to that conlained in Ctauses 14.8.1 and 14.8.2i lo the exlent required by a Governmental Authorisation or binding requirement of a Govemment lnstrumentality or the rules of a recognised stock exchange; lo the extent required by law or pursuant to any order of any clurt of competent iurisdiclion: to direclors, employees and officers, as relevant, of such Party, r.g )l rsrl s9l2av6flrcl l l8 and is reasonably necessary to enable such Party to perform this Agreement or to proteci or enforce its rights under this Agreement.
14.8.4 Clauses 14.8.
'l and 14.8.2 shall not apply to: (a) (b) (c) (d) any information in the public domain otheMise than by a breach of Clauses 14.8.1 or 14.8.2 by the same Party; informalion in the possession of a Party before divulgence that was not obtained under an obligation of confidenliality; information obtained from a third party that was ftee to diwlge such information to other third parties and that was not obtained by either Party under an obligation of corfidentialityl or information contained in a document that has been reviewed and cleared for public disclosure by the Party claiming contidentiality in the information.
14.8.5 Neither Party shall issue or cause the publication of any press release or other public announ@ment in relation to the Plant or this Agreement without the prior approval of the other Party.

14.8.6 This Clause 14.8 shall survive for a period of 5 years from the date of tetmination of this Agreement.

14.9 Countqrpaltg This Agreement may be execuled in any number of counlerparts, all executed counterparts shall be considered one and the same Agreement and each of them shall be deemed an original.
14.10 Severaullig 14.10.1 Subiect to Clause 14.10.2, if any provision of this Agreement is held by a court or other authority of competent jurisdiction to be illegal, invalid, void, unenforceable or againsl the public interest, the resl of this Agreement will remain in full force and effect and will in no way be adversely affec1ed.
'14.10.2 Severance will not be permitted under Clause 14.10.1 where severance of such provision would render the performance of a Party's material obligations impracticable or impossible.
14.10.3The Parties will negotiate in good faith wilh a view to agreeing one or more provisions which may be substituted for any provision held to be illegal, invalid, void, unenforceable or against the public interest, which substitute provisions are satisfactory lo all relevant Govemment lnstrumenlality and produce as nearly as is praclicable in all the circumstances the appropriate balance of lhe commercial interests of lhe Parties.

I 4.
I 4.

1 1 Eelatio!.shig-9tlhe_Pg-rtles 14.1'1.1 This Agreement shall not be interpreted or construed to deate an association, joint venlure, or partnership between the Parlies or to impose any partnership obligation or liability upon either Party.

14.11.2 Neither Party shall have any righl, power, or authority to enler inlo any agreement or undertaking for, to act on behalf of, to acl as or be an agent or represenlative of, or to otherwise bind, the other Party.
14.11.3 The Company shall be solely liable for the payment of all wages, taxes, and other costs related to the employment of persons to perform its obligations under this Agreement, including all local and national income, social security, payroll, and employment taxes L8.Ll ,55159r 26 r6[IJGI I t9 and statutorily mandated workers' compensation coverage.
None of the persons employed by the Company shall be considered employees of the Govemment for any purpose; nor shall the company represent to any person that he or she is or shall become an employee of the Govemment.

14.
14.

'12 No Third Parties Other than as specitied in Clause 11, this Agreement is intended solely for the benefit of the Parties and nothing in this Agreement shall be construed to create any duty to, standard of care with reference to, or any liability to, or confer any right of suit or action on any person not a Party.

14.13 Lanouaoe This Agreement shall be executed in English.
14.14 Notices 14.14.1 All notices or other communications lo be given or made under this Agreement shall be in English and in writing, shall be addressed for the attention of the persons indicated below and shall be delivered personally or sent by murier.

The addresses of the Parties shall be: lf to the Government: Attn: Address: Hon.
Minister of Energy 4h Floor, Electricity House Siaka Stevens Slreet Freetown, Siena Leone lf to the Companv: Attn: Address: Directors Africa Growth & Energy Solutions Ltd (trading as Solar Era) Building 3 Norlh London Business Park Oakleigh Road South London Nll 1GN 14.14.2 Except as otherwise expressly provided in this Agreement, all notices shall be deemed to be delivered when lhe notice is delivered by hand or by ovemight courier.
Any notice given by facsimile shall be conlirmed in writing, delivered by hand or sent by courier, but the failure to so confirm shall not void or invalidate lhe original notice if it is in facl received by the Party to which it is addressed.

'14.14.3 Any Party may by nolice change the addresses, addressees and/or facsimile number to which such notices and communicalions to it are to be delivered or mailed.
lN wlrNESs whereofthis Agreement has been executed by the parties hereto and is intended to be and is hereby delivered on the day and year rirsl above written.
t4'Dr , r5r 59t%V6[IIG U 20 The Honoulable niinister of Finance and Economic Development for and on behalf of the , Sepublic of Sierra Leone, acting by the Ministry of Finance and Economic Governrnent of tlre I ii By: Dr. l(aifala Marah ollou The H Sierra on behalf of tlre Government of the Republic of Ambassador Heirry Olufumi Macauley For and on belralI of Solar Era l-loldings By: --\-:J-tt=cr^l Narne: SaPh te- riue: l)r -<:cI<{ Ssbtr lZ,-r L.t,l0 rf s5l5rlt6v6[rjGll 2l SCHEDULE I Consequences of Termination For the purpose of this Schedule the following capitalised terms shall have the following meanings: "Account Balance" - The aggregate amount of cash held by the Company as of the Calculation Oate, including cash on hand and the credit balance ot any deposit, insurance proceeds due but not paid, money markel, reserve or securities acrounts mainlained with any bank or other financial institulion.
"Accrued lnterest'- lnterest accrued pursuant to the applicable Financing Documents on the Principal Outstanding as of the Calculation Oate; provided, however, that the purposes of calculation of the amount payable by the Offlaker as Accrued lnterest shall not include default inlerest unless such default interest has accrued as a result of late payment or non-payment by the Omaker of the Price, any Limited Oespatch Electrical Energy Payment or any Oeemed Net Electrical Energy Payment.
"Brcakage CosG'-An amount equal to the sum as of the Calculation Date of: (a) reasonable costs payable by the Company upon breakage of any interest period and prepayment of principal with respect to the Principal Outstanding; and (b) reasonable amounts payable by the Company upon breakage of any hedging anangement with respecl lo interest on the Principal Oulstanding, provided that any positive payments received by the Company as a result of breakage of any hedging anangements wilh to lhe Principal Outslanding upon termination shall be applied to reduce lhe relevant purchase price.
"Calculation Date" - The day as of which the applicable termination price is calculaled, such day being the termination date specilied in a notice issued pursuant to Clause 13-2.
"Contractor Breakage Costs" - All amounts payable by the Company to the Contractor's in respect of: (a) the Contracto/s termination costs for the termination of lhe EPC Contract and/or the O&M Contract entered into by the Contractors for the purposes of fullilling the EPC Contract or O&M Contract capped at 10% ofthe EPC Contract price, o|10% ofthe O&M Contract Price, as the case may be,'and (b) all amounts payable by the Company to the Contractors upon termination of the EPC Contract and/or the O&M Contract with respect to work completed by the Contractors and not yet paid for by the Company.
"Distributions" - Any amounts distributed to Shareholders either in the form of dividends, payments of interest or principal in respect of Shareholders' loans, or any other fees or commissions.

"Principal Outstanding" - The amount required to repay the principal amount of the Senior Debt outstanding at lhe Calculation Date to the extent such principal amount was actually applied for the purposes of financing of the Project.
The principal amount shall not: (c) include any principal amount of the Senior Debt deferred or not timely paid by the k8tD I r55159126!6[T.10l I 22 Company, unless sucfi defenal or non-payment is a result of late paymenl or non- payment by the Offfaker of the Price, any Limited Despatch Electrical Energy Payments or any Deemed Net Eleclrical Energy Paymenls.

"Pdncipal Te]mination Amount" - Means an amount equal to the sum of: (a) the Principal Outstanding: (b) Accrued lnterest: and (c) Breakage Costs.
"Senior Debf' - All amounls required to be paid or repaid by the Company pursuant to the Financing Documents, as may be varied or amended, provided that such amendment does not increase the Principal Termination Amount lhe Govemment would have been required to pay upon termination.

1 '1.
1 '1.

'l CALCULATION OF TRANSFER PRICES Calculation of Companv Default Purchage Price The "Company Default Purchase Price" shall be caldlated as follows: (a) (b) (c) the Principal Teminalion Amount, ,ess the Accounl Balance, less the cost (if any) of remedial action required to restore Planl to its contracted capacity (slvlvv in addition to any such amount of installed capacity that has been added pursuant to any Expansion Works).
1.2 Calculation of Offtaker Default Purchase Price The 'Offtaker Default Purchass Price" shall be calculated as follows: (a) (b) (c) the Principal Termination Amount plus the Construc-tion Breakage Costs; plus the greater of: (i) (ii) and (iiD the amount of Equity funded as at the Calculation Date; ,ess Distdbutions; Zeroi plus (d) a relum on the Equity, calculated using a retum of 17% (nominal) per annum on the Equity contributed and calculated (compounded annually) with respect to each Equity L$rb I Bt5l59l2!v6[4GU 23 contribution fiom the date that such Equity contribution was contributed to the Company until the Calculation Date: /6ss (e) the Account Balance.
1.3 Calculation of Natural Forco Majeuie Purchase Price The "Natural Forco Majourc Purchase Price" shall be calculated as follows: (a) (b) (c) (d) the Principal Temination Amount, plus the greater of: (i) (iD and (iiD the amount of Equity funded as at the Calculation Oate; less Distributions: Zerci plus the Construclion Breakage Costs: /ess the Account Balance.
Lg.rtr95l5rl26vqlrcll 24 SCHEDULE 2 Form of Escrow Letter To: lEsctow Agent's Namel lEscrow Agent's addressl Dear Sirs Date: [o] We are writing lo conlirm the terms on which funds deposited in the account [nurnber] today and from time to time thereafier by the Govemment of the Republic of Siena Leone, represented by the Minisry of Finance and Economic Development and the Ministry of Energy (the "Escrory Account) may be transferred, pursuant to the terms of the implementation agreement dated [.]
made between [.]

(the "Company') and Government of the Republic of Siena Leone, represented by the Ministry of Finance and Economic Development and the Ministry of Energy (the "Govemment') (the "lmplementation Agreemenf).

These terms are: 1 2 3 3.1 3.2 J.J 4 5 o 7 8 You shall maintain the Escrow Account as an interest bearing account numbered [.1.
Subject to paragraph 4 below, you shall hold the funds in the Escrow Account (or any part of it) in the name ofthe Ministry of Finance and Economic Oevelopmenl, Sierra Leone.
lf a payment is made from lhe Escrolv Account to the Company: such payment shall be made gross; in the event that a deduction or withholding is required by law, you shall increase the sum due lo the extent necessary to ensure that, after such deduclion or withholding, Company receives a sum equal to the sum it would have received had no deduclion or wilhholding been made; and in the evenl that such payment will be or has been subject to tax, you shall pay to the payee on request ftom the Escrow Account the amount (afrer taking into account any tax) necessary to ensure thal the payee receives am retains a net sum equal to the sum it would have received had the payment not been subject to tax.
lf the Company notifies you that it is entitled to a payment in accordance with the lmplemenlation Agreement and provides a copy of a notice from a director of the Company confirming such entitlement, you shall pay or hold the amount notified to or for the Company or in the manner direcled in the Companys written inslructions.

You shall provide to the Company a copy of the account statement on a monthly basis.
The balance on lhe Essow Account shall eam interest at such rate as may be agreed between you and the Govemment from lime to time.

lnterest shall be paid monthly by you into the Escrow Account.

The Govemmenl will pay your costs in respect o, your duties under or in respect of this letter and the maintenance of the Escrow Account as such costs may be agreed between you and the Govemment ftom time to time.
You acknowledge that security over the Escrow Account may be granted in favour of the Financing Parties to the Company, and the rights of such Financing Parties will prevail over any rights you may have over the Escrow Account or the funds standing to the credit of the Escrow Account.

LqrDl dt5l59l26r6[r]Gll 25 9 This lelter and any conlractual obligations arising out of or in connection with it shall be govemed by, and construed in accordance wilh, English law.
Please countersign lhis letter to confirm your acceptance of the terms set out above.
The Honourable Minister of Finance and Economic Development for and on behalf of the Govemment of the Republic of Siera Leone, acting by the Ministry of Finance and Economic Development The Honourable Minister of Energy for and on behalf of the Govemment of the Republic of Sierra Leone, acting by the Ministry of Energy By: For and on behalf of Solar Era Holdings Name: Ti e: We conrirm our acceptance of the lerms of this letter.
lName of Escrow Ageni EscrowAgent By: Lg.Dris5r59t26v6rrJcll 26 SCHEDULE 3 Form of Dir€ct Agreement Lebl #5515e126y6[IJGrl 27 Form of Oirect Agreement WLG Draft 29.10.2014 DIRECT AGREEMENT in respect of POWER PURCHASE AGREEMENT and IIVIPLEMENTATION AGREEMENT by and between THE ELECTRICITY DISTRIBUTION ANO SUPPLY AUTHORITY OF SIERRA LEONE THE GOVERNMENT OF THE REPUBLIC OF SIERRA LEONE, REPRESENTEO BY THE MINISTRY OF FINANCE AND ECONOMIC DEVELOPMENT AND THE MINISTRY OF ENERGY and and ISecurity Agentl relatinq to the I I Solar Energy Generation t l, Sierra Leone Dated I I 2015 ieqal0r$54767173v3frlG1l CONTENTS clause Heading 1 ?
IJ 14 Definitions and interpretation .

Assignment........

Suspension......,..

Outstanding obligations... .

... Step-in and Step-out.,....,......

Novation.............. Revival of remedies ..............

Notices.,..............

Miscellaneous ..... Governing law and governing Sovereign immunity ......,-......
Arbitration Severability Confidentiality,.... la n g uage THE SCHEDULE Form of Transfer Certificate Form of Direct Aqreement Page ..4 _.8 10 12 14 't6 17 18 20 22 22 23 25 ieqa l0l ,i 5476 7373v3fDG1l 2 Form of Direct Agreement DArED [ ] ?ARTIES " Offta ker" The Electricity Distribution and Supply Authorily of the Government of Sierra Leone Io] "Government" The Government of the Republic of represented by The Nilinistry of Finance Development and The r\/linistry of Energy.
Sierra Leone, and Economic "Company" Solar Era (SL) Limited of 16 Adelaide Street, Freetown in the Western Area of the Republic of Sierra Leone.

"Secu rity Agent" [.]

as Security Agent and Trustee for and on behall of the Financing Parties, The Offtaker, the Government, the Company and the Security Agent are referred to individually as a "Party" and collectively as the "Parties".
RECITALS A C The Company has agreed to build, own, operate and transfer a solar energy generation plant at Bo District, Southern Province, Sierra Leone (the "Project").

The Offtaker intends to purchase the net electrical output produced by the Project pursuant to the power purchase agreement executed on [.

], as authorized by the Government (the "Power Purchase Agreement").
To promote the implementation of the Project the Government agrees to provide certain incentives and assistance as set out in an implementation agreemenl, executed on Io] (the "lmplementatibn Agreement").

ln order to facilitate the Company raising finance from the Financing Parties in connection with the Power Purchase Agreement, the Government Parties have consented to enter into this direct agreement (the "Agreement") with the Security Agent (on behalf of the Financing Parties).
!eqal01#54767373v3F1G11 3 Form of Direct Agreement OPERATIVE PROVISIONS 1 Defirr itions and interpretation 1..1 ln this Agreement "Additional Obligor" means any of: (a) (b) (c) the Security Agent; any liquidator, receiver, administrator, custodian or other similar offlcial appointed pursuant to the Relevant Security Document; or a company which is controlled or appointed by any of the Security Agent or any of the Financing Parties, is authorised to carry on business in Sierra Leone and which has been previously approved by Offtaker in writing (such approval not to be unreasonably withheld in accordance with the provisions of the Power Purchase Agreement and where the relevant third party is able to demonstrate to the satisfaction of Offtaker that it has the legal capacity and authority and the technical and financial resources available to it to enable it to enter into, assume and perform the obligations of the Company under the Power Purchase Agreement); "Assumption Date" means subject to clause 5.6, the date on which the Security Agent gives the relevant Step-in Notice; "Business Day" means a day on which banl(s and other financial institutions are open for business in linsed pla.ce of busrness of the Security Agentl and Sierra '.eqal0 1 # 5a767373v31T1611 Leone; 4 Form of Direct Agreement "Confidential lnformation" has the meaning given to it in clause 14.1; "Default Notice" has the meaning given to it in clause 2*1.2i "Effective Date" has the meaning given to it in clause 6.2; "Enforcement Action" means: (a) the taking of any steps to wind up the Company; or (b) (c) the taking of any steps to appoint a liquidator, receiver, administrator, custodian or other similar official of the Company or any material part of its undertaking or assets; or the taking of any steps by the Offtaker (in relation to the Power Purchase Agreement) or the Government (in relation to the lmplementation Agreement) to terminate, cancel or lo accept as repudiated the Power Purchase Agreement or the lmplementation Agreement or to suspend performance of any material obligation under the Power Purchase Agreement or lhe lmplementation Agreement; "Enforcement Action has the meaning given to it in clause 2,2.4.1 , Notice" " Facility Agreement" means the loan agreement lo be entered into between, inter alia, the Company, the Security Agenl.
the Financing Parties and the other finance parties listed therein; "Facility Agreement Event of Default" means an event of default under the Facility Agreement (as such events are defined in that r-egal01 f 54767373v3fljG1] "gr.
",n"ni1; 5 9 Ir9rI€^EZ€z9zls + rotP6a- :eleo lno-dols eql puB eleo e^tlcarj:l aql Jo rolrea oql 6urpnlcur pue ol aleo uotldulnssv aql ourpnlour pue uoll poled aql suEauJ ,,pouad ur-dals,, :luauaarOV uollelUaueldurl aql ro luaUeerOV eseqcrnd r3/v\od aql .,aqlra ol e a[,Jocaq ol sl .iootlqo leuorlrppv ue leql 6urlels seruEd luauuje^og aql uoJl aJrlou e sueatu eql ol lue;V ^ued ^luncas :r.ll^ araql uorloauu03 pue sluauncoo Ur lueuJaaroe ]cajrp asueurl aq] ol luensrnd ser]led ourcueurl aql io] aqt ol lsejalur aalsnrl Iluncas sueeur se tu36v 6uuuer6 luaurncop ^lun"as ^ue ^luncas ^ue ^ue ,,a3!loN u!-dels,, ,,truatxncoO I1!rntrsS,, :2 1asnelo ur lr ol ua^rb ourueau aql seq .,atreo le^r^au,, :luauraaJOV rolpue luauaar6y uorleluauraldutl aql aseq3:nd remod eql ur lsarelur s,r(ueduro3 eq1 Aq (sarued ourcueurj aql ]o lEqaq ^lunf,as uo) 1ua6y,{lpncag aq1 o1 su6rsse lueduroC eql qcrq/v\ ol luensrnd ]ueuJn3oc ,{Irncag eq1 sueaur ^e/h Jo ..luotUncoo Atrr: ncag 1uena1ag,, :Z I g asnel3 ur ]r ol uo^rO 6urueaur aql seq ,,a3lloN uorleAoN,, :uaql ]o r.{loq ueeu lleqs ,,sarUEd luauluJa^o9,, puE luauruJa^oc aql Jo raleulo aql sueslu ,,AUed I uauiuJaAoC,, :IUauraal6V asBq3lnd Jel od eql qlr/t uoll3auuo3 ur r(ueduro3 aq1 o1 Ourcueurl raqlo Jo lrpaJr spualxa ro sueol apr^oJd llr/r r.tcrqr^ (^ueduroC aq1 1o a1er141y r{ue 1ou lnq) (s)uorlnllsur lercueuu pirql aql sueau ^Ued :,,sluauncoo e3ueut J,, eql ur paurjap esrMroqlo se luaLueeJoV ro palsrl quauinrop Jaqlo qcns pue sluaurncoo Iluncas aql 'luaLxaar0v ,{1r;1ce3 aq1 sueau.r ^lrlrcel luauaaJOV lraro lo ur-roj ,,sa!UEd 6urouPu!1,, ..sluaun?oo asuEut j,l pue sasralsueJ]'slosseJcns palltulad slt epnl3u!
lleqs L II9fIE^tZEZgZrj #I0te6at 'su6!ssE e ol acualeral ^uv ^ued Iye6 e o1 sacuerarag v l. 1ua0y iiguncag aLll 'ql!/!\ sleap astr'alaqlo lo 'tuol] luesuoc lue^alar aql surelqo to 'acllou lue^alel eqt se^!6 lt ]t IUed luauule^oe aql Iq qlt&l parlduroc aq lleqs luaulaa.rov stql qltm uo[Jauuoc ut lo lapun 'serued ourcueull eql qlt/r^ lEap ast/r^Jaqlo Jo 'urol] luasuoc e utelqo lo 'actlou e o^Jas ol IUed luauJuJa^o9 e Jol lueuaerov slql ur }uau.rajrnbar 'paurrads asrmjatllo ssalun ^ue lua6y r$lrncag e.L lle^eid lleLls ourue€u, paUrpour qcns lua^a q3rq/\ ur ']oeraq suJral eql ol luensrnd paurpoLU Ilssardxa ssalun luauiaar0V slql u!
uorlinrlsuo3 pue 6urueau au.res alll aleq lleqs ]uauraai6v oseq3ind ramod aql u!
panrlsuof, pue paulrap saserqd pue sproM suolllulrap lo uollErodro.ul Z l Z 9 asnelo ur lr ol ua^r6 ourueatu 3ql seq ..4183!l!Ua3 JalSueJl,, asnelc ur paquJsap pouod alqecrldde eql sueaur ,,poUad uo!suadsnS,, pue :L'g :(lueuraerOV ^lrgpdec aseqcrnd ralvrod aql Japun ^ueduroo aql lo suoqB6rlqo eql urJolad pue eunssE 'olur ielua ol lr elqeua ol I ol alqElre^e sacrnosar lercueuu puE le3rur.lcal aql pue i{1uoq1ne pue lE6al eql seq lr lBr..ll ieIeUJO eql lo uorloelsrles aql ot alerlsuorxep ol alqE sr IUed pr ..ll lue^ele.J aql a.laq/'A pue ]uauraajOV aseqcrnd rar od eql lo suorsr^oid aql qllM af,ueprooce ur plaqqlr/v\ i(lqeuosea:un aq ol lou lenordde qcns) Ou!lu/'A ur ralegl6 eql r{q palordde Alsno!^erd Ueeq Seq q3lq/v\ pue SUOel eJlals Ul SSaUlSnq uO furec ol pasuoqlne sr qcrt.l/r^ fyed prrqy sueau ^ue ..a}l]lrlsqns,!
:r'g asnelc ur ]r ol ua^rO 6urueau aql seq ,,a3rloN lno-dals,, :t g asnelc ur lr ol uanr6 burueau aql seq ,,aleo lno-dals,, lLrauJaar6V l)ailo jo uloJ Form of Direct Agreenrent 1.5 Notices All notices issued by the Security Agent to the Company or to a Government Party, or issued by a Government Party to the Security Agent or the Company, pursuant to this Agreement shall be copied to both Government Parties.
2 Assignment 2.1 Notice of assignment The Company hereby gives notice to the Government Parties that 2.1.1 pursuant to the Relevant Security Document, the Company has assigned or will assign by way of security to the Security Agent all of its rights, tille and interest in and to and the benefit of, among other things, the Power Purchase Agreement and the lmplementation Agreement: 21.?
pursuant to the Relevant Security Document, the Security Agent has agreed that, until such time as it has notified the Company in writing that by reason of lhe occurrence of a Facility Agreement Event of Default all or any of the rights of the Financing Parties under the Secuflly Documents are enforceable (a "Default Notice"), the Company may exercise all of its rights and powers under the Power Purchase Agreement and the lmplementation Agreement, 2.1.3 Each Government Party is hereby authorised and instructed to make all payments due or wl]ich may become due under or arising from (as relevant) lhe Power Purchase Agreement or the lmplementation Agreement to the account designated by the Security Agent or to such other account (whether inside or outside of Sierra Leone) as the Security Agent may from time to time direct by notice to the Government Parties and the Company irrevocably agrees that, where the Security Agent so specifies payment to a different account, the account so specified shall be accepted by the Company as the appropriate account for payment and sums paid to such account shall be treated as sums paid in accordance with the Power Purchase Agreement or the lmplementation Agreement; and 214 the authority and instruction contained in clause 2.1.3 above cannot be revoked or varied without the prior written consent of the Security Agent, and each Government Party shall make all payments due or which may become due from it under or arising from (as relevant) the Power Purchase Agreement or the lmplementation Agreement in accordance with such authority and instruction and payments,so made shall satisfy any and all obligations of the Government Parties under the Leqal0l 154767373v1fI]G1] B 6 ,to aq1 luau:aaroy aseqcJnd ra^Aod aql 'ro sulJel aql qlt/r acuepjotce ur pue 'lapun 1ua6y ,{luncag et[ i{q apeu to uanr6 spueu]ap lo sacrlou r{ue prlE^ se ldaf,oe o} 'a3tloN uotlcv luauacloruj ue lo ensst et+ )o Z'l'Z asnelc ol luenstnd acrloN llnplaq e ]o ldtaoel 6utrv\ollo1 Z-b.Z Z lroral€^ezeagals# rore6n-l aseo
 aql J"1 lr"*.rroy uorleluaueldurt aq1 ro luauraaroy "::ii:: ra/v\od aql aleutu.Jlel ol uorluelur slt 'uorleltutl lnoqlrar '6urpnlcur (,4cg1o11 uo;1cy 1uouaoroJu3,, ue) os op ol lr 6urllrlua sacuelsurn3lr3 Jo sluala aq1 6urr{1cads pue uot}cv luauaclolu_l ale} ol uor}ua}ut slr lo IUBd luaurura^oC raqlo aql pue luaov ol eql ^]uncas ^rrtou Lnzz seleuspun t zz :(eq asec eql se) luaujaar0V uoneluauraldujl aq1 jo yuau.raa-rOy aseqcrnd lalnod aql ol luensrnd slrioli s.^ueduoC eq1 1o luaurnco6 {uncag lue^alau ar.ll rapun luauuorsse aql lo uorleero pue olur fulua aql ol sluesuoc ^eu luauraaroy uo[EluauJaldul aql ro luauaejov aseqcrnd ralv\od oql rapun aq1 {q uarl ro ra}suer} 'lualuuorsse raqunJ ^ueduo3 ol luasuo3 lou IIM lr leql saaroe ^ue :(aq Ieu aser aql se) tzz zzz :(aq Ieur asEJ aLl] se) luauaaJOV uorleluatualdurl aq] ro luauleaiov eseqclnd Je/v\od aql rapun slqou slr lo ued ^ue aq1 [q uarl raq]o ro 'JaJSuer] 'luauuorsse snor^ajd lo lle ]o ,{ue 'o1 paluasuog lr seq rou 'lo acllou ,(ue pa,uacar lou seq }r ^ueduoC :(aq asec aq1 se) ]uaujaajov uorleluauetdurl aLll .ro ]uouraar6v aseqJrnd la/r od alll o] pue ur IueduoC aql ]o lserelur pue all['slq6u aql ol ourlelar oorlou ]aqlo pa^racaj lou seq lr ^eul ^ue Z' I'Z Z LLZ'Z :lBq] surjuuoJ papr^ord luaurncoo pue lueuaerov slql lo L.Z asnElc ol luensrnd ,{1qJncag 1uena1a6 aq} Japun lueujuorsse eql ,o e3rlou eqt lo ldle3aj seopal/v\oulce ^ueduroC eql ^q :Iqaraq (luauraarov uollelueueldul aql ol l3edsej qI^ ) luauruia^oc aq1 pue (luatraa:6y aseqornd ralv\od aql ol lsadsai qlrv\) ro)ieulo aq1 'lueuraaroy srql lo uotlncaxo ^E luauru6rsse ro luaura6palr',rou4cy Z Z sluaulr{ed q3ns ro l3edsar ur luetuaarov uotleluau.raldurl eql ro lueureerov aseqornd ralv\od luauraa]ov tla-rlO Jo u.!oj OI 6urMolloJ pouod uolsuedsns L e uolsuadsns c '(palelap -ro plaqq11m [lqeuoseaJUn oq ol ]ou luesuoc qcns) lua6v eql lo ]uasuo3 loud aq1 lnoqlrar (aq IeLl esec aql se) luauealov uorleluaualdrxl aql Jo luaulealov eseqojnd Jel od eql.ol lustlrpuauje leualeul Iue
 o1 aat6e:o a>1eut o1 lou saatoe ^lDncas pue :(aq eseo aqt se) luauraaroy uorletuaualdul aql lo lueulealov aseqcJnd la/v\od 3ql .lepun (asrrrueqlo ,ro aq11o aceld ut laqlell/v\) suorleOrlqo {ue e^eq lleqs sa^qeluaserdar io slueoB Jteql lo satped ourguEutl aql ,o euou leql sldecae pue saatOe 'luautaarbv slql ul pept^ojd se a^es ^ueduloC ^eu ^eu :ureloralunoc ro rro-las qJns ,{ue '1o lurrocce uo ro ro] uoqcnpop Iue lnoqlr/r^ pue'lo Jeslc pue 3e4 slustuled qsns lle aleu ol saaroe pue (aq ase3 aql se) luauraatoy uotleluoualdul aql repun luatrJuraloe aq1 ro luauraetby eseqc:nd lamod eql lapun JaueUlO aql eql lsurE6e ^uelo eneq Ieur sarped luaulula^oe aql qotq/v\ Lltel3talunoo lo lloJas ]o slqOrr 1|e sanrern'me1 1o uorlelado r(q oursue Jo (aq aseo eql se) luauaajov uorleluauJaldul aql Jo luauraaJov eseqornd ielr,lod eql ur -to; pepnoJd {lssardxa urelorelunoo pue J}oJas }o s1q6u ;|e to1 anes anp sluau^ed lcedsar ur ^ueduroC ^eul ^q lE I Z asnela 1o suorsr^ord aql qlr^ ecueprocce ur (aq asec aql se) luauaoJov uorlelualualdujl eql Jo luauaaloy aseqctn6 la^\od eql rapun aq] ol salp?d luauuranoe eql ulorl anp lunou.re ,{ue ,{ed o1 ^eul ^ueduoC pue :IuedruoC eql Iq aoueujoled se lua6v aql ^lunces ^q paJncoJd sr qcrqm (aq ,{eu asec aql se) luauaa-r6y :lo Jleqaq uo ro uolleluauleldull aql ro luauraarbv aseqornd rer od eql 'ro suJal aql qI/' scuEprosse ur pue 'rapun {ueduro3 aq1 ;o suoqe6r;qo eq1 ;o fue 1o acueu.uol]ad ]dooce ol 'ac[oN uorlcv luauragJo]ul ue Jo anssr aq ro Z L Z asnelo ol luensrnd acrloN llnelao e lo ldraoer our/vrollo] eql lo e3eld ur (aq ^eur ase3 aql se) tusuraarov uorleluar.laldurl eql :^ueduroO luatuaarby 1:ai16 go tulo3 Lnza 9''ZZ 9ne.t '.NZZ tnzz Form of Direct Agreement 311 service by either of the Government Parties on the Security Agent of an Enforcement Action Notice pursuant to clause 2.2.4.1 and notification from the Security Agent to the relevant Government Party within five Business Days thereof that it wishes there to be a Suspension Period;
 and/or 312 service by the Security Agent on either of lhe Government Parties of a Default Notice pursuant to clause 2.
'l.2', Both Government Parties undertake that, subject to clause 7, they shall not take any Enforcement Action until the expiry of a period of 90 days after the date on which the relevant Enforcement Action Notice or, as the case may be, Default Notice was served (the "Suspension Period").
3.2 Enforcement Action The Offtaker (with respect to ihe Power Purchase Agreement) and the Government (with respect to the lmplementation Agreement), undertakes: 3 2.1 not to take any Enforcement Action in relation to any relevant event or circumstance or breach or default at the end of the Suspension Period relating thereto: 3.2.1.1 3 2.1 2 if the relevant Government Party is satisfied that such event or circumstance no longer subsists; or if in respect of any breach or default under lhe Power Purchase Agreement or lmplementation Agreement (as the case may be), the relevant Government Party is satisfled that such breach or default has been remedied, provided that where such breach or default is,'on the part of the Offtaker, a failure to achieve or a' failure to demonstrate an ability to achieve the Commercial Operation Date pursuant to the Power Purchase Agreement within one hundred and eighty (180) Days after the Scheduled Commercial Operation Date, then such breach or default shall be deemed to have been remedied if the Commercial Operation Date has occurred by the end of the Su spension Period: or 3.2.
1 .3 subject as provided in clauses 5.3 and 6.2, if there has been a Step- in Notice and no Step-out Notice or there has been a Novation Notice; and in each such case, any damages due and payable to the relevanl Governmenl Party resulting from such event or circumstance or breach or default, as the case reqal0 1 #54767373vlfDG1l 11 ZI II9r.l.lt^rlrlglrs# rorP6:- :6u!IIOeds aslit reqlo ro llnelap lo qcealq ,1ue qltm uotlcauuoc ut to ro ]no oursue raqlaqar aq1 lsureOe (1uar.r.ru.raaog eLll lo esec aql ut) luauroai6v uotlpluaulaldull ^ueduo3 ro (JaleUO aql lo oseg aql ut) luaulaaJ6v aseq3]nd le/nod aLll ol luenslnd Jo japun eieMe sr lr qotq^l ]o Iye6 luaututarog qoee Iq (^ue lt) sutrelc outpuelslno ;1e pue :(alqegrldde se) aleo a^rl3arJ= lue^elar aql lrlun ecrtoN uorle^oN aql lo alep €ql ruo4 Jo po[ad uorsuadsns aq] lo repureurar aql ouunp luaulaejov uorleluauraldujl ;o luauraarOy aseqornd ralnod aql rapun r{1re6 luaurura^og }eql ol alqe^Ed pue anp auo5aq ol eje'erer e sr IUed luaurura^og q3ee sE lE, os 'leql slunouie lte :alBp lue^alal aql uo predun ourureuoj lnq (elqectldde se) ecrloN uorle^oN atll lo acrloN llne1a6 'ao1oN uorl3v luaurac.roluf eql ]o elep eql ]e se (1uaujuranog aql ]o ase3 aq1 ur) luauraarOy uorletuaualdurl lo (raleulo eql lo aseo aLll ur) luauaer6y aseqcjn6 re/'^od aql iapun lr luauuja^oe qoee se Je] os 'teqt slunoue lle ol alqe^ed pue onp aJe'areMe sr ^Ued t L; zlt I l.v ' rjo slrelap lue6y l1rjncag aql ol ra^rlap llEqs oql lualuuja^oe qf,ea 'alrloN a3r^ras aLll lo ocrloN uorlov uotle^oN B Jo ectloN llneleo B lo lue6v tuauosjoJuf ue lo lua6v Aun33s aql ,(q ldracaj lo alBp aql iaue slep oe ulqllM ^luncas ^ued ^q suolle6llqo oulpuBlslno lo luaualels 1., suog1e611qo 6u1pue1s1n6 v luauraarbY uotleluaura;dul; aq1 ]o I 9 asnelc Lllr^ acuepJo3ce ur aseqcrnd qcns JoJ pe/no sluaur^ed eq} aelueJeno ol anurluoc ol 'luau]uia^oe aql ,o eseJ eql ul pue :luaLuaaJov aseqsJnd la^ od e\l lo (fitcul9eE lo aseq nd pue alPS) L z asnelc qI^\ a3ueplo3ce ul lndlno le3Ulcalf laN eql aseq3.rnd ol luaLuaarov aseqcind
 laMod atll lspun suolleorlqo sI qlr/v\ o] anurtuoc ol Ja)tBlllo 3t..1] lo asec eq] ul ^lduoc azzt t zzt pouad uorsuadsns 6ur.rnc z z t ^ue pue :llnerap ro qceajq q3ns,o lcadsal ur elqeled pue anp auroseq ,(eu qcrqr* saOeutep Iue ro lcadsa,r ur paplnold uaaq seq 'Ilqeuosea; Outlae '{ctlod luauruJe^og luelala., aql o1 fuo1ce1st1es luaulled ro aJuelnsse Ja[1]o lo aalueJeno IUeq e ro pred uaaq a^eq t t asnelc qlt/\ acueplos3e ul patlllou pue 'aq ^Pul luauJaaJOV llaro Jo rxroj Form of Direct Agreement 4.1.3 1 the provisions of the Power Purchase Agreement or the lmplementation Agreement (as the case may be) under or in respect of which such claim arises: 4.1 .3.2 such information as is available to the relevant Government Party in relation to the acts or omissions of lhe Company giving rise to such claim.
4.1.3.3 in respect of any breach or default, the steps which the relevant Government Party considers are required to remedy such breach or default and the time which might reasonably be required to take such steps: and 4.1.3.4 the amount of any monetary claim and the basis of calculation thereof.
During such 30-day period, and without prejudice lo the terms of clause 4.3, each Government Party shall co-operale with the Security Agent with a view to assessing whether there are any amounts or claims that have not been included in the details provided to the Security Agent under this clause 4.1 so that the Securlty Agent is betler able to evaluate the potential amounts and claims that the Additional Obligor or Substitute will be responsible for following the relevant Assumption Date or, as the case may be, Effective Date.
4 2 Adiustment lf, following the end of any 30 day period referred to in clause 4.
'l but before the relevant Assumption Date or, as the case may be, Effective Date, either Government Party becomes aware of (and notifies the Security Agent accordingly o0 any amounts and/or outstanding claims which would have been notified by the relevant Government Party to the Security Agent pursuant to clause 4.1 had that Government Party been aware of the same at the relevant time, such amounts and/or outstanding claims shall be treated as having been notified by the relevant Government Party to the Security Agent during such 30 day period pursuant to clause 4.
'l lor the purposes of this Agreement.
4.3 Conclusive Evidence Without pre.iudice to the rights of each Government Party lo pursue any claims against the Company following the Revival Date (ii any), any Additional Obligor and any Substitute shall be liable to the relevant Government Party in respect of any claims by that Government Parly arising before the Assumption Date or, as the -egdl0l#54767373v3fDG11 13 bI Ir9(1]t^tztlgz]s#IotPba l :(luauaajOV uorlelueualdul aql ol lcadset qltM) lueuuia^oC eql ro 0uauaar0V espqoind ra/\ od aql ol lcadsal qlt/!\) laIeUlO aql Jo uorl3ersDes elqeuosEar eql ol 'aleo uotldurnssv eql lsue alqectl3eid se uoos sE 'Jt ^lqeuosesl 'aleo uolldurnssv aql rauE 'alloN llnelao e ot asll 6ur^r0 llneJaq lo lua^f llrpceS aq1 ,{q pale;dutaluoc sacuelsuncltJ lo slue^e aql se auJEs aql ,{lleuuelsqns ro eures aql erE sacuelsurnarrs Jo slua^a aql luaxa 3ql o} zc9 ro :eleo uorldurnssv aql aJoraq t e 9 :6ursUe sacuelsu.rncJrc to slua^a ]o ]cadsal u!
uotlcv luaua3lorul Iue alel lou lleqs riye6 luauuraaog qcea'pouad uFdals aql 6ur.Jnp'1'g asnBlo ol ectpnlald ]noqllM polred u!-dels 6uunp uorlcy lualxaojorul e 9 ro6rlqo leuor)rppv alll Jo rno^el ur paLuroJ.Jad aJe suortebrlqo qcns leql lualxa aql ol (lueuru:alog aql lo asea eql ur) luauaal6v uoqeluaulaldul .ro (.ra1eg6 aql Jo asec eq1 ut) luauraarOy oseqcind ra/r\od eql rapun suorle6rlqo s1 1o pabreqcsrp aq lluo 1leqs ,{pe6 luauura^oo qcea pue luauaa-roy uor}e}uaualdu.rl aq} pue }uauraerov aseqgrnd ra/\^od eql rapun [ueduro3 aq1 1o slq6u aq] asr3raxe o1 pue r(1re6 lueuure^oe lue^alal aql qlr/r^ tEap ol pasuoqlne eq 1leqs roorlqg leuorlrppv oql luaurura^oe r.l3ea 'Iueduoo aql uaa^ laq se Iluo loorlqo leuortrppv aql pue ^Ued pue :aleo uo[dunssv eql raue Jo uo 'aro]aq 0ursre raqleqrn rapunaraql suo[e6rlqo sll Jo lle rol ^llurof pue rapuneieql eq1;o slq6u eql lo lle qlliu luauaar6y uor1e1uaula1dul aq1 pue luauaeroy aseqcjnd laaod aql ol Aued e auoJeq lleqs roorlqo lBuorlrppv eql aq] qlr/r alqErt ^ueduoC ^ueduro3 ^ltEre^as pue Z Z'9 tz9 aleo uorldlunssv aql uor] pue uO Joorlqo leuollrppv ro suorleorlqo pue slqbru Z 9 'sarued luauura^o9 eql ol asrloN ur-dals e ra^rlap Ieu lua6y fir.rncas eqt'poued uotsuadsns ,{ue outtnp aurtl lue lV acplop ur-da1g 3no-da1g pue u!-dalS t9 I aq {eur asec aq} se 'etnlrlsqns aql io loOIlq6 leLrorlrppv aql ol pasolcsrp 6uraq 1o s{ep a^U urttrll/l lpe4 luaurura,rog leq} o} 'eq AeLU aseo eq} pted eq lleqs pue t.t asnels o1 luensrnd se 'alnl[sqns Jo JoOrlqO leuouppv aql pasolcs!p tou ala/'^ qcltl/v\ aleo a^llcelf all] 'aq Ieur asec A1re6 luaurura,rog e ^q ^q luauaarov llajlo Jo u.Jroj EI lI9tIt^tZ€t9llS#I0le63- 'lu3u^ed qcns sa)ieur Jo0tlqO leuotllppv aql q3tqr uo elep eql 'uo rn3co oJ patlaap aq lleqs pue 'lttun pouodlsod eq ,luaulaatov str.il lo ourpuelsqlt^ lou 'lleqs aleo uotldurnssv qcns 'alec uorldulnssv uorsr^old Jeqlo luE^alar aql ajolaq Jo uo apeu sr luau{ed q3ns ou ,l paurluenb ueaq luatxlBd Jo elEp aql le se 3^eq q3tq,rl pue t asnel3 ol luenslnd luauula^oe qcee Iq pa!
]rlou uaeq a^eq L{Jlrl/\l su.llels burpue}slno lo/pue slunoule lle qcea ol lueuJut3^oe lleqs lootlqo leuoUppv aql 'olec uotldujnssv ue oJoJaq lo uO ^lled ^ued ^ue ^ed lcalla oN 9q slq6u lepuneloql asrcJoxa ol palltluo eq lou llBqs pue tuatuaeiov uotleluaulaldul aql pue )uaujearov sseqolnd la^ od oql .rapun suorleotlqo lle uor] pasealal aq lleqs loorlqo leuolllppv aql 'aleo s^ll3aljf aql pue alec lno-dals aql to iarlJes eql uloJl pue uo ^ue asealou I I 'aleO lno-dals eql le sB 6utpUelslno lo 6utlstxe ere leql luauaalbv uotlelueuJalduJl aql pue luauaelov eseq3lnd la^ od aq] Japun suorleorlqo sI lo lle paoleqcsrp seq lt sselun 'lncoo lou llells eleo lno-dals eql pue'luauiaar0V uorlElua uralduj I aLll pue luauaa]OV eseqornd reMod eql rapun suorleorlqo slr aleurural os lou JoOrlqO leuorlrppv eql leLll papr^oJd aouou eql jo elep eql r3ue s^pp 0€ ueql .,orl.rea lou our eJ atep e 0utaq (,,alEO lno-clals,, 3ql) alep e uor] pue se luaujaaJOV uoleluauraldul aql pue ]uauraarOV aseqcrnd ra/nod aql rapun slq6u pue suorteorlqo sJoorlqo leuolllppv aql (.a3!loN lno-dels,, aql) oullEurural 6url!rr^ ur a3rlou seuied luarxuranog aql e^r6 'aleq uorldunssv 5ql 6ur/'^ollol por.,ed qluorx ella/v\l aql 6uunp aurl r{ue 1e '{eu ro0rlqg leuoqrppy aq1 ^Bur aleo lno-dals n 9 t; sdars arqeuosear,,n'.
', "rnn,]'il::Tt:il :::r#rl":ffi Jo alqeder lou s!

llnpjap ro qfearq qlns aiaqM pue 'alnf Jo ^paular pue lanp uaqM pled alp Joelaql lladsal ut {ye6 luauu.rarrog lup^alai aql ot elqeled sp I'} asnelf :apun 1ua6y rQun:a5 aq1 ol pauqou (Aue Jl) slunourp pup parnr ro parpauar sr lr 'aJnf .to ,{paura; 1o alqeder sr llnpJap Jo qrearq q3ns araqM tualrraar6v pollo Jo urql zzt I LZ'89 Form of Direct Agreement l{ovatio ri 6.1 Proposal for novation At any time: 6.

'1 .
'1 .

'l during any Suspension Period; or 6.1.2 during a Slep-in Period.

the Security Agent may give notice (a "Novation Notice") to the Government Parties that the Substitute shall assume the obligations of the Company under the Power Purchase Agreement and the lmplementation Agreement and specifying the date on which such assumption is to be effected.
6.2 hlovatioll The novation contemplated in the Novation Notice shall be effected by lhe delivery to'the Offtaker of a duly completed and duly executed transfer certificate in relation to the Power Purchase Agreement and to the Government of a duly completed and duly executed transfer certificate in relation to the lmplementation Agreement, both substantially in the form of the Schedule hereto (the "Transfer Certificates'), in which event, subject to clause 6.3, on the first Business Day after the date of delivery of such Transfer Certificates to the Government Parties (the "Effective Date"): 6.2.1 the Company and the Offtaker shall each be released from further obligations to the other under lhe Power Purchase Agreement and the the Company and the Government shall each be released from further obligations to the other under lmplementation Agreement and their respective rlghts against each other shall be cancelled (such rights and obligations being referred to in this clause 6.2 as discharged rights and obligations); 6.2.2 The OfItal(er and the Substitute and the Government and the Subsitute shall each assume ol)ligations towards each other and/or acquire rights (which shall include the rights 3nd obligations of the Company which arose prior to the Effective Date) against each other which differ from such discharged rights and obligations only insofar as each Government Party and the Substitute have assumed and/or acquired the same in place ofeach Government Party and the Company; and olJ Each Government Party shall not take any Enforcement Action in respeci of events or circumstances arising: Le9al01#54767173v3[DG1] 16 Form of Direct Agreement 6.2.3.1 before the EfFective Date, or 6.2.3.2 to the exlent the events or circumstances are the same or substantially the same as the events or circumstances contemplated by the Facility Agreement Event of Default giving rise to a Default Notice, afler the Effeclive Date, if, as soon as reasonably practicable after the Effective Date, to the reasonable satisfaction of the Offtaker (with respect to the Power Purchase Agreement) and the Government (with respect to the lmplementation Agreement): 6.2.3.3 where such breach or default is capable of remedy or cure, i1 is remedied or cured and amounls (if any) notified to the Security Agent under clause 4.1 as payable to the relevant Government Party in respect thereof are paid when due; and 6.2.3 4 where such breach or default is not capable of remedy or cure, and without prejudice to the terms of clause 6.2.2, all reasonable sleps have been taken to mitigate its effect.
6.3 No effect On or before an Effective Date, the Substitute shall pay to each Government Party all amounls and/or outstanding claims notiried by the relevant Government Party pursuant to clause 4. lf no such payment is made on or before the relevant Effective Date, such Effeclive Date shall, notwithstanding any other provision of this Agreement, be postponed until, and shall be deemed lo occur on, the date on which the Substitute makes such payment.
7 Revival of remedies lf an Enforcement Action Notice or a Default Notice has been given and 7.1 1.2 either no Step-in Notice has been given or no Novation Notice has been given prior to the expiry of the Suspension Period relative to that Enforcement Action Notice.or, as the case may be, Default Notice: or a Step out Date occurs prior lo or upon the expiry of the Suspension period relating to that Enforcement Action Notice or, as the case may be, Default Notice, then the Offtaker (with respect to the Power Purchase Agreement) and lhe Government (with respect to the lmplementation Agreement), in the case of 7.1, on Le9al01#54767373v3[EG1] 17 B1 Ir3t-L]E^rz€z9zrs# rote6a l uorluallv ra)eulo aql ol ll I.j-t"l t.l t.I :raqunu xel e uoLldalsl [^4unoC'/(}rC] (apoC telsod) OOOOO [.]
tearls [.]
sserppv uorluaBV luabv ^lun3as aqt ot ,l :aq lleqs sJaqunu elurssel a^rlcadsal raql pue saued aql Jo errrues ro] sassaJppe eql 3lrursce, Jo leur peuruec ro paialsloer 'reunos p3r3^rlap aq leqla llEqs pue /nolaq palEcrpur suosred aql ]o uorluelle aql roj passajppe eq lleqs '6urlu/t^ ur aq lleqs Japunaraq apeu lo ua^r6 aq otr suorle3runuuo3 raqlo ro sacrlou lle 'luauaal6v srql ur papr^oJd ,{lssardxe esuruaqlo se tdacxf ^lleuosred luss Jo ^q saassarppE puE sassarppv ZB 'ol passarppE sr acrlou qcns ,{Ued aqt 1o r{1rluepr 3ql Jo ssalpreoej 'sauEd lle ol pardoJ eq llBr.ls qcef lueulaarOV srql o] luens.rnd apeu ro ua^r6 oq ol sa3rlou lle leql saaroe ^ued L'B uorlcv luatuaorojuf raqlo salrloN a)iel t a L ^ue pue :^ueduoC aql lsureoe sarpatuaj lle pue aslc,axe pue surelo llE pue ansJnd Z'Z L ^ue ^ue esec eql se) luauieejOV uorleluaujaldLUl aql Jo luotxeerov aseqcrnd ramod aql ol uorlelej u!
l!

ol alqelre^e pe^reM ro parpaurar lou sllnelep ro saq3eorq lo l3adser ur uorlBurrrrJel ro1 spunoro lle pue uodn lce ^eu :(aq ^uE :ol pallrlue aq lleqs (.alEo le^!^au,, aql) sleo lno-dals eql laue pue lo 'z L lo asec aqJ ur 'pue pouad uolsuadsns aqt ,o furdxa aql ]aue pue luaujaa]ov llarlo Jo u]loJ Form of Direct Agreement ll A,dd ress: [.]

Street [.]

00000 (Postal code) lCity, Countryl Telephone: Fax number: il't.l u-t.l ll to the Government: Attention: Address [.]

Street [.]
Street [.]

00000 (Postal code) [City, Country] Telephone: Fax number: [.
]-t.I t"t'1.1 lf to the Company Aitention: i"l A.cldress ["] Street ["] 00000 (Postal Code) lCity, Countryl Telephone: Fax number: t"]-t.l t.l-t"l All notices shall be deemed delivered (a) when presented personally, (b) if received on a Business Day for the receiving Party, when transmitted by facsimile to the receiving Party's facsimile number specified above and, if received on a Day that is not a Business Day for the receiving Party, on the first Business Day following the date transmitted by facsimile lo lhe receiving Party's facsimile number specified above, (c) one (1) Day after being delivered to a courier for overnight delivery, Leqal0l#54767373v1fD611 19 \ { Form of Direct Agreement addressed to the receiving Party, at the address indicated above (or such other address as such Parly may have specified by written notice delivered to the delivering Pariy at its address or facsimile number specified above) or (d) five (5) Days after being deposited in a regularly maintained receptacle for the postal service in Sierra Leone, postage prepaid, registered or certified, return receipt requested.
addressed to the receiving Party, at the address indicated above (or such other address as the receiving Party may have specified by written notice delivered to the delivering Party at its address or facsimile number specified above).

Any notice given by facsimile shall be confirmed in writing delivered personally or sent by registered or certified mail, but the failure to so confirm shall not void or invalidate the original notice if it is in fact received by the Party to which it is addressed.
8.3 Changes of address Any Party may by notice change the addressees and/or addresses to which Such notices and communications to it are to be delivered or mailed.
I L1 9.1 .1 9.1 .2 Miscellaneous Government liabilities Except as expressly provided in this Agreement, nothing in this Ag reement or in the ar rangements contemplated thereby; or arising as a result of the exercise by the Security Agent, the Financing parties, any Additional Obligor and/or any Substitute of any rights given to any such party under or pursuant to this Agreement, shall in any way 9.1 .2.1 9.1.2.2 affecl any limitation or exclusion of each Government party,s liability 10 the Company under the Power Purchase Agreement or the lmplementation Agreement (as the case may be); increase the total amount of any liability each Government party may have (whether to the Company, the Security Agent, the Financing Parties, any Additional Obligor and/or any Substitute above the amount of any liability it may have to the Company under the power Purchase Agreement or the lmplementation Agreement (as the case may be): or Legal0t #5476737lv3fDGrl 20 tz I rgtI€^t1€191]s # t otP6a-l 'slu3r.lncoo asueurl aql lo sr.lrsl aql ol l3ehns pue uodn lua6v aql plaq aq lleqs ()uauaarOV srql ol luensrnd lueOv llunoas eLll Iq pe^racal ulni pue s6urleyapun pue setluelerrn aq1 Eurpnlcur) luauaat6y stql lo lgauaq aql ^luncas ^q ^ue 'llnl ur paoJeq3s,p ale luautaajoy aql lepun slueuled ,{ue ar;eu: ol Iueduo3 aq1 1o suorlebrlqo pue saltrlrqetl ^l!l!9eJ lle qcrqr uo elpp eql plun l3a11a pue aclo] Ilnl ut uretrrar lleqs luatJael6v sI.1I lsnrl lo uo!lE.rPlxeo 96 suollsorlqo !o arnleu 6urnu11uo3 t, 6 ,,!\Bl Iq pept^oJd satpaural lo slqbu {ue 1o a^rsnlcxa lou pue anllelnunc ale pue {tessacau se uallo se pasrllaxa eq {eu.r luauraar6v srql Japun serpaual pue slq6u aq1 lr.l6u LIJns Jo Je^tp,r e pauaap eq lou lleqs Japunaloq lq6u ouraroJua ro ouryasse ur {e;ap i{ue 'iualuaar6v srql ur paprno.rd llssaJdxe se ldaoxf Jalleul laqlo Jo aouetlduro3-uou ol lcadso.r qlr^ ranrE/r^ e pauraap aq lou lleqs luaujaaJOV luanbesqns ol lcadsar qlm ro luauraaroy slql qllm uorlcsuuoc ur oursue ralteu raqlo srr.ll rapun suorleorlqo sll qI^ Iued Jaqlo eql lo
 scuellduroc-uou aql ol lcadsar qltm slqEu s1t 1o IUed e ^lssa.tdxa uaaq Seq aues aql UaLl/'A a^es lo^lelv\ e aq ol palaplsuos eq lou lleqs lueLuaal6V asr3laxa ol Jo uoleorlqo uE agrolua o1 ,(ye6 e lo arnlre; aq1 slql repun lri6u eurrl ,{ue le r3^lelrrr ua11r-rm r(uy Ourlurvr ur pa^rem ^ue ^ue ^ue ^q ^ue ra^rP^ osl e 6 luauruJenog Llsea 'IueduoC aql pue ^ued ]o luesuo3 eql lnoqlr/v\ sluaun3oo acueurl aql Japun lua6v ol suo[Borlqo pue slqou s1r relsu'ej1 .ro uOrsse eq] leql papl^o.td 'salyed raqlo eql ,o luesuoc uallrJ^ aql lnoqym guauraar6v srql rapun suolleOrlqo ro slq6u a^rloadsaj sI Io ]JBd ra]suerl ro uorsse lleqs olajaq IUed oN rossacans e ^llnces ^luncas lue6v ^eu ^ue tueuuorssE ot{ Z 6 '(aq asec aql se) luauaarEy uorleluaLualdurl aql ro luauaa.rOV aseqoJnd te/nod aql rapun lueduoC aql ol alqerl ueaq eleq p;norn lye6 luouJuraloC ol alnl[sqns qons ueq] uorlernp raouol Iue ro1 .ro lualxa JalEar0 Iue jo/pue ro0rlqO leuorlrppv Iue 'sarued 6ur3ueurl aql 'lueOV aql '^ueduroC aql ol elqBrt IuEd luaulura^oe qoea eleu ^ue ^eur ^]xngas e7.
16 tuauraarbv ttrarlo Jo rlrol za II9t-t]t^€{tl gzrs#rotetu] - 'uotlnlosal lol uotle4iqle ol paJJalal oq JallEru qrns leql alnbal ol palltlue aq lleqs uaql 'outsue olltdstp ro a:'iajallrp rlcns lo s^ep oE u!qll,r (uollEutulal Jo 'acualslx3 slr 6utple0al uo[sanb Iue 'uorlelt!rt lnoq]r/\ '6urpn13ut) luaueal6V s!ql qll/r uotlcauuoc ut Jo ]o lno Dursue utaql uaa/vUaq elndsrp to a3uala#tp e a^losai ol alqeun aie 'os op ol srno^eapue alqeuoseel ,o asn eql outpuelsqlt/r^lou 'satued oql leql lua^a aql ul ^ued ^ue ^llptle^ uoflP.,llqre ol .,aJau L zL uo!lPr1!qiv ZL .luauaerOV srql rapun suole6rlqo slr ol uorleier ur Ilrunuulr u6rarenos r"urelc o1 s1t16u luaururs^oe q3Ea slessv lCafOJd aql ol lcedser qlrM ueql laqlo lle sa^relv\ ^Ued Algunuru; u0!aron oS LI aoenouel qsrlouj aql aq lleqs luau]aatov sr.]l Jo aoenoueg 6uruteroo eq1 sben6uel 6uluranog Z OL 'pue10u3 ,o s/(el aql ql/v\ esueprosse ur panrlsuos pue Iq pauJa^o6 aq l1eqs luauraaroy srql n el outula^og l.0t a6enDuel 6uluJa^o6 puE 6u!uJonog 0t ^J\el 'sarued 3q] Iq pau6rs pue ouflJ/r^ ur s!
lr ssalun prle^ aq lleqs lueuraarbv srql Jo Lrorle3r}lpotu ot\l sluarupuauJ\I L6 'Joelaq lallPuJ lselqns eql ol lJadseJ qlr^ selued eql uaerv\leq 'uelluM ro leqJa^ raqlta 'slueulseloe lo suotleluasalda.l 'suolleotunu.rtuoc sno!^eJd llE epesJadns pue'uraJaq passajppe sJellEuJ aql uo (sotUed oulcueull eql lo lleqaq uo) lua6y Auncas aql pue Iued luetuuls^oe q3ee uaautaq lueulael6e arlua aql alnlrlsuoc luauearEV srql ur paurBluo3 suotsl^o]d pue surel aql luauraaJ$e orllul 9 6 ruaulaarbv trarrC Jo mroj Foam of Direct Agreement 12.2 Corlduct of arbitralion Any arbitration conducted in accordance with lhis clause 12 shall be conducted, mutandis mandis, in accordance with the procedure set out in the Power Purchase Agreement.
12.3 Arbitral award Any arbitral award made shall be final and binding on the Parties 13 Severability The valiclity or enforceability of any provision of lhis Agreement shall not affect the validity or enforceability of any other provision set forth herein.
14 Confiderrtiality 14.1 Confidential Sub.iect to clause.l4.2, each Party shall, at all times during and after the continuance of this Agreement, hold confidential and not disclose to any third party and use only for the purposes of the Project and this Agreement all confidential information, reports or documents relating to the Project received by it pursuant to, or in the course of lhe negotiations leading to, this Agreement ("Confidential lnformation").
14 2 Permitted disclosure A Party shall be permitted to disclose Confldential lnformation 14.2.1 to its auditors or professional advisers; 14.2.2 if required to do so by law or if required in connection with any legal proceedings, and 14.2.3 to each of the Financing Parties (or any prospective Financing parties) and their respective professional advisers subject to the relevant party obtaining from lhe recipient of such Confidential lnformation an undertaking substantially in the terms of clause 14.1.
14.3 Exceptions Nothing in clause 14 shall apply to any information, reports or documenls which shall have come into the public domain (otherwise than in consequence of a breach Leqal0l tr54767f73v3[DG1] t'a Ir5tl]E^tltlgtrS*r0tebat 'luauear0e srql Jo alep-aql uo saued aql ,o sa^rleluasardeJ pasuoqlne Alnp oql Iq pauots 'llEqaq s.Il.Ied e uo ourlce uosJad E Jo selued eql ,o lueurngop Jo uodaj 'uorleuJjolur ^ue uror] ueql ost/v\laqlo e Iq qltej pooo u!

pa^tacal !

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asnelc lleqs ioN (L:tI esnelf, ]o ^lled ol ^uE ^lddE lu?uJaarov l]arlo Jo ulol Form of Direct Agreement THE SCHEDULE Form of Power Purchase Agreement Transfer Certificate To: THE ELECTFIICITV DISTRIBUTION AND SUPPLY AUTHORITY OF SIERRA LEONE, ric: THE MINISTRY OF FIhIANCE AhlD ECONOMIC DEVELOPMENT AND THE MINISTRY OF ENERGY OF SIERRA LEONE.
Transfer Certificate 1 2 Relating to the Power Purchase Agreement dated [o] beh,veen the Electricity Distribution and Supply Authority (the "Offtaker"), and lProject Specific SPV], a company incorporated under the laws of Sierra Leone (the "Company").

Terms defined in the Direct Agreement dated [.]


betv/een the Offtaker, the Ministry of Finance and Economic Development and the fiilinistry of Energy (the "Government Parties"), the Company, and [o] ("Security Agent") (the "Direct Agreement") shall, subject to any contrary indication, have the same meaning herein.
3 The Security Agent requests that the Substitute accepts and procures the transfer to the Substitute of all of the rights, title and interest of and all of lhe obligations of tle Company under the Power Purchase Agreement and the Direct Agreement by countersigning and delivering this Transfer Certificate to the Offtaker at its address for the service of notices specified in the Direct Agreement.
4 5 6 The Substitute hereby requests the Offtaker to accept lhis Transfer Certificate as being delivered to it pursuant to and for lhe purposes of clause 6.2 of the Direct Agreement so as to take effect in accordance with the terms lhereof on the Effective Date or on such later date as may be determined in accordance with the terms thereof.
The Substitute warrants that it is has received a copy of the Power Purchase Agreement together with such other information as it has required io connection with this transaction and that it has not relied and will not hereafter rely on the Security Agent to check or enquire on its behalf into the legality, validity, effectiveness, adequacy, accuracy or completeness of any such information and further agrees that it has not relied and will not rely on the Security Agent in relation to its entering into this Transfer Certificate and the Power Purchase Agreement.
The Sul:stitute ttereby undertakes with the Offtaker that it w,ll perform, in accordance with the terms thereof all obligations of the Company which by the 25 Leqal0l #54767373v3tT1611 9Z [re[]E^tl€Z9Z]E# r 0le6a l 1u36V ^luntas lhuaov alll,o Jleqaq uo pue roj pelr6rSl aqt] ^luncas ^q (n dS curcads lcatord) eql ]o lleqaq uo pue loJ I ]^q pauors auoal Brars Jo ^cua6v ^lddns pue uounqulsro t ^]r3upall eql to ]leqaq uo pue loj ]^q pauors -puel6u3 lo s/nel aql ql!/'A oruepro33e ur panrlsuo, pue paule^o6 eq llElls Japunoraq serued aql ]o suo[e0tlqo pue slq0t, aql pue aleor]tuaC la]suel1 oql ^q 'p€pnlcxa {qaraq are asr/!\raqlo ro /\ el Iq parldrur Jo passerdxa JaqlaqM sarluere/u pue suoUrpuoc qons lle pue,{ue pue olaraql 6uqe1a,r luaurncop Iue ro luauaar6v aseqcrnd ra/\^od ar.ll rapun suorlebrlqo s1r 1o i{ue egueruasqo pue ecueujolad aq1 ro1 {lrlrqrsuodsar ou saurnsse pue lo Jo luou.raarov aseqr]nd ralv\od aql 1o ,(lrlrqeacrolue olaraql 6ut1e;ar luaurncop ro loenbape 'ssauenrlcaJla '^ltprle^ 'IlileOal aql ol lcadsar qlrar {1rlrclrsuodsa.r ou seLtrnsse pue eql ro uorleluaseider ou seleu lua6v ^lied ^ue ^q ^ue ^lue.uel'^ ^lun3as 'raleulO oql ol alecuruaC .,alsuerl srrll ]o fua^rlap roue lr Iq pautnsse eq llr/n luaLuaerov lcajro aql pue luaLUaaJOV aseqcJnd ra^ od aq] jo sr,ural luauraar6v llarlO Jo uJrol I L Form of Direct Agreement Form of lmplementation Transfer Certificate To: TllE MINISTRY OF FINANCE AND ECONOMIC DEVELOPMENT AND THE MINISTRY OF ENERGY OF SIERRA LEONE, CC: THE ELEcTRICITY DISTRIBUTION AND SUPPLY AUTHORITY OF SIERRA LEONE Transfer Certificate 1 Relating to the lmplementation Agreement dated [.]
between the Government of the Republic of Sierra Leone, represented by the Ministry of Finance and Economic Developrnent, the Minisky of Energy and the lProject Speciflc SPVI (the "Company").

Terms delined in the Direct Agreement dated [.]

between the Ofttaker, the Ministry of Finance and Economic Development and the Ministry of Energy (the "Government Parties"), the Company, and [.]

("Security Agent") (the "Direct Agreement") shall, subject to any contrary indication, have the same meaning herein.
The Security Agent requests that the Substitute accepts and procures the transfer to the Substitute of all of the rights, title and interest of and all of the obligations of the Company under the lmplementation Agreement and the Direct Agreement by countersigning and delivering this Transfer Certificate to the Government at its address for the service of notices specified in the Direct Agreement.
The Substitute hereby requests the Government to accept this Transfer Ce(ificate as being delivered to the Government pursuant to and for the purposes of clause 6.2 of the Direct Agreement so as to take eflect in accordance with the terms thereof on the EFfective Date or on such later date as may be determined in accordance with the terms thereof, The Substitute warrants that it is has received a copy of the Implementation Agreement together wilh such olher information as it has required in connection with this transaction and that it has not relied and will not hereafter rely on the Security Agent to checl( or enquire on its behalf into the legality, validity, effectiveness, adequacy, accuracy or completeness of any such information and further agrees that it has not relied and will not rely on the Security Agent in relation to iis entering into this Transfer Certificate and the lmplementation Agreement.
5 The Substitute hereby undertakes with the Government lhat it will perform, in accordance wilh the terms thereof all obligalions of the Company which by the 27 Leqal0l#sa767373v3[ G1] BZ Ir9fIE^EZErgars#rote6at lue6v ^ltrncas [[]uebV aql lo lleqeq uo pue lol aqll Iq pau0rsl ^]un3as (n dS curcads lratoid) eqt ,o ,teq3q uo pue ro] t 1Iq pauorg A6:au3 1o tulslurn aq1 ,o llBqeq uo pue lo1 I Iq paubrs luaurdole^ae 3rruouogi pue ecueutl ,ro fulstutu\ aql ]o Jleqaq uo pue rol I ,{q paubrg t -puelOuf lo s/v\el aql qlr^ acueproc3e ur pan:lsuoc pue.
(q pau-reno6 aq lleqs rapunaraq sarued aq] lo suogeorgqo pue slqou aql puE aleorlua3 lalsuell aqt 'papnlrxe {qaraq are asr^ ror1lo ro i\ Bl Iq perldul ro posseJdxa raqlaqrl sarluere/n puE suorlrpuoc qJns lle pue pue olaraql 6urlelaj luauncop ,{ue ro luauraarby uorleluaujaldul aql rapun suorleOrlqo sI }o Iue Iue Iq acue^.iasqo pue af,ueurro1.rad eql rol llrpqrsuodsor ou seunsse pue ]o olareql ourlelar luauln3op ^IlqeecJorua ,ro {cenbape 'sseue^rlcej}a '^l!prle^ '^lrleOel aql ol }cadsar qlran IIIqrsuodsaj ou saurnsse pue Iluerem ro uorleluesaldal ou se)ieu lua6v aq1 ro luar.uaejov uorlEluaueldul aq] Jo ^ue ^UEd ^ue ^lunoas 'luauu.,a^oe aql ol aleJlJrua3 ralsuerl srql lo fua^rlap.rallB I Iq paurnsse aq llr^ luauiaarov l3aro aql pue luauraarby uorteluauraldul aql jo sulal tuaulaar6y parlo Jo LlJol e. L lt I19tl]t^f 1€z91bs#roteiat ,{.lelarcag rolcarc ( ( ( ,!elarcag rolca]rc tl tl tl I] ( ( ( ( ( ( ( ( ( ( ( :lo ecuosa.rd eLl) iil AUaOV ltwn"asl Iq paap e se palnoax= :]o ecuaserd aql ur Laas altcaas tJEroad, Iq paap e se palnoax= :]o a3uaserd aql u!
AeU:lFI= io Aul-slNlyll 3Hl 0Nv INSwdorsn!G c ,\toNocS (]NV 3cNvNtJ lo UtStN A 3Hl- ,l.EI O:lLNf Sf Ucl3U 'SNOll-l VUUIIS lO Cl-IEnd:lU 3Hl.
jO lN:lWNU3nOe lo leas uor.xr..uo3 3ql Jepun paln3axf :lo o3ueserd oql ul 3NO=t-t VUUf tS lO At-tUOHlflv ,r.-rddfl:^ oNv Notlnatul"slo Al"r3turc3-r= JO leas uorlrruoc 3r.ll repun paln3ax= SCHEDULE 4 Sierra Leone Local Content Policy ,| 2 ln this Schedule 5 Siena Leonean means a citizen of Siena Leone or a Sierra Leonean business The Company shall: a. give preference to the use of equipment, materials and products manufac{ured or produced in Siena Leone, or services provided by Siera Leoneans, where they are of better, equal or comparable value to those available from other sources in Siera Leone, taking into account price, quality, reliability, timing and availabilily; b. within 180 days of the Effec,tive Date, provide the Govemmenl with a detailed report on potential Siena Leonean supply, employ{nent or contracting opportunities in relation to the Project, including opportunities which could reasonably be created with the provision of training; c. announ@ all upcoming local contracting opportunities relating to the Proiect on the website of the PPP unit of the Govemment and appropriate local media outlels at least 30 days before the contract is to be awarded; d. within 180 days of the Effective Date, appoint an oflicer responsible for: i. liaising with Sierra Leoneans in relation to supply and contracting opportunities in relation to the Project: ii.
the facilitation of supply, employment or contrac{ing opporlunities for Siena Leoneans in relation to the Projecti and iii.
monitoring and reporting to the Company and the Govemment on the Companys compliance with the obligations set out in this Schedule 10; e. work with its proposed EPC Contractor prior to entering into an EPC Contract to identify Siena Leonean supply, employment or contracting opportunities which the EPC Contractor could use to perform the EPC Contract; f.give preference to the employment of Siena Leoneans where they have the necessary skills in relation to lhe Project; g. prepare an annual corporate social responsibility policy and report on its implementation; h. ensure that: at least 80% of the civil works relating to the Project are provided by Siena Leoneans; ii.
at least 10% of total capital expenditure for the Project is spent on contracts with Siena Leoneans; and iii.

at least 50% of total expenditure on the operation and maintenance of the plant is spent on contracls with Siena Leoneans, L€rDlrt5r59l va(UclI 28 in each case to the extent that they are of better, equal or comparable value to those available from olher sources in Siena Leone, taking into account price, quality, reliability, timing and availability.
i.develop and implement (to the reasonable satisfaclion of the Govemment) a training and succession program: i. so that on the second anniversary of lhe Eff€ctive Date, at least three citizens of Sierra Leone are employed as engineers or mid-level managers ofthe Plant; ii.

so lhat commencing from the Effective Date, at least three Siena Leonean citizens are trained every live years as professional operation and mainlenance engineers with the skills necessary to work at the Plant; and iii.
with a view to achieving the below quotas: Positions Target percentage of positions to be filled by citizens of Sierra Leone From the Commercial Operation Date until the sth anniversary of Commercial Operation Date Managerial positions [Iiddle level positions 20% 50% From the 5m anniversary of ths Commercial Operation Date until the end of the Term Managerial positions Middle level positions 600/0 80% L.trDlfl 551 t9126v6[LG1] 29 .

:='.'g:=:9.

'ARLIAMENT UBRAii r' .

; iil'J :R HllL FREEToI',j.


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