Exhibit 10.14.1


 


Municipal Solid Waste Concession Agreement, Land
Lease Agreement & Supply of Treated


Sewage/Effluent Agreement


 





 


Governorate of the Autonomous Island of Grande Comore,
Union of the Comoros


&


BioCrude Technologies, Inc.


 





 


	Document Owner:	BioCrude Technologies, Inc.
	Effective Date:	02-12-2016


 


Version


 


	Version	Date	Description	Author
	1.0	02-12-2016	MSW, Land & Treated Sewage Effluent Concession Agreements	Mr. John MOUKAS


 


Approval


 


(By signing below, all Approvers agree to all terms and conditions outlined in this Agreement)


 


	Approvers	Name	Signed	Approval Date
	BioCrude Technologies, Inc.	Mr. John MOUKAS	 	02-12-2016
	Gouvernorat de l’Île Autonome de la Grande	The Honourable HASSANI Hamadi	 	 
	Comore	 	 	 
	Commissariat à l’Environnement, à l’Urbanisme, au Développement Durable et à l’Énergie, à l’Emploi, à l’Entreprenariat et à la Solidarité	Mr. Mohamed Abdou MLANAO	 	 
	Commissariat
    à la Sécurité intérieure, à la Fonction Publique, à l’Administration
    des Collectivités Territoriales Décentralisées, à la Réforme Administrative, chargé de l’Information 	Ms. Maissara Adam MONDOHA	 	 
	Commissariat aux
Finances, au Budget, à l’Économie, au Commerce Intérieur, à l’Industrie, au Plan, chargé
de la promotion des Investissements	Mr. Said Ahamada YOUSSOUF	 	 
	Ville de Moroni	Mr. Moustapha Chamssoudine DADA	 	 


 


Nota Bene:


 


This information is Strictly Confidential. The
contents are not to be reproduced or distributed to any party without the expressed written permission of BioCrude Technologies,
Inc.


 




     


     


    

 


MUNICIPAL
SOLID WASTE CONCESSION AGREEMENT, LAND LEASE AGREEMENT


 &
SUPPLY OF TREATED SEWAGE/EFFLUENT AGREEMENT


 


Development, Construction,
Operation and Maintenance of an Integrated Municipal Waste Processing,


Disposal and Electricity Generation Facility in Moroni,
Autonomous Island of Grande Comore,


Union of the Comoros


 





 


GOUVERNORAT
DE L’ÎLE AUTONOME DE LA GRANDE COMORE


 


 






 


BIOCRUDE
TECHNOLOGIES, INC.


 





 


	AGREEMENT REFERENCE:	BIOCRUDE/MCMUC/MSW-LLC/CA/2016/1
	 	 
	TRANSACTION CODE:	BCT/MCMUC/MORONI/COMORES/1
	 	 
	CONTRACT GENERATION:	01


 


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	TABLE OF CONTENTS
	 	 	 
	1.	DEFINITIONS & INTERPRETATION	7
	2.	THE PROJECT	14
	3.	THE SITE	16
	4.	COLLECTION OF MSW 	18
	5.	TRANSPORTATION OF MSW 	19
	6.	DELIVERY OF MSW 	19
	7.	SUPPLY OF RESIDUAL TREATED WATER & SEWAGE 	22
	8.	LANDFILL SITE 	23
	9.	EXPANSION OF PROJECT	24
	10.	BILLING AND PAYMENT	24
	11.	NO OTHER PAYMENTS	29
	12.	ADDITIONAL OBLIGATIONS OF CORPORATION	29
	13.	ADDITIONAL OBLIGATIONS OF FIRST PARTY	33
	14.	TAXES ON PROJECT FACILITIES	34
	15.	COVENANT OF NON-INTERFERENCE	35
	16.	INSURANCE 	35
	17.	EVENTS OF DEFAULT AND TERMINATION	36
	18.	STEP IN RIGHTS 	40
	19.	TRANSFER AND HANDBACK OF PROJECT FACILITIES 	41
	20.	LIMITATION OF LIABILITY	42
	21.	GOVERNING LAW AND DISPUTE RESOLUTION (ARBITRATION) 	42
	22.	FORCE MAJEURE AND CHANGE IN LAW	43
	23.	JURISDICTION	47
	24.	NO WAIVER OF RIGHTS AND CLAIMS	47
	25.	SCHEDULES AND ANNEXURES	47
	26.	SUPERCESSION OF EARLIER AGREEMENTS	47
	27.	NOTICES	47
	28.	LEGAL CHARGES 	48
	29.	COUNTERPARTS	48
	30.	ASSIGNMENT & CHARGES	49
	31.	NO PARTNERSHIP	49
	32.	SEVERABILITY 	49
	33.	REPRESENTATION AND WARRANTIES 	50
	34.	COMMERCIAL AGREEMENT	53
	SCHEDULE I 	56
	SITE IDENTIFICATION, PLAN, MAPS AND PHOTOS OF SITE 	56
	SCHEDULE II 	60
	SPECIFICITIES AND ISSUES OF INTEREST CONCERNING THE SITE 	60
	SCHEDULE III 	70
	[DESCRIPTION OF THE SITE] 	70
	SCHEDULE IV 	73
	MSW SUPPLY AREA	73
	DEFINITION OF “FIRST PARTY SUPPLY AREA” 	73
	SCHEDULE V	74




 


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	LAND LICENSE AGREEMENT	74
	SCHEDULE VI	86
	TREATED SEWAGE/EFFLUENT SUPPLY AGREEMENT	86
	SCHEDULE VII	100
	TIPPING FEE ESCALATING INDEX	100
	SCHEDULE VIII	101
	APPLICABLE APPROVALS	101
	SCHEDULE IX	102
	REPRESENTATION AND WARRANTIES	102
	SCHEDULE X:	103
	SUBSTITUTION RIGHTS OF THE LENDERS	103
	SCHEDULE XI	108
	INTEGRATED MSW-ENERGY COMPLEX SCHEMATIC	108
	SCHEDULE XII	109
	DETAILED PROJECT REPORT ON THE IMPLEMENTATION OF A WASTE TO ENERGY COMPLEX IN MORONI, AUTONOMOUS ISLAND OF GRANDE COMORE	109




 


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MUNICIPAL
SOLID WASTE (MSW) CONCESSION AGREEMENT


 


	THIS AGREEMENT is made and effective the __th day of December, 2016.
	 	 
	AGREEMENT REFERENCE:	BIOCRUDE/MCMUC/MSW-LLC/CA/2016/1
	 	 
	TRANSACTION CODE:	BCT/MCMUC/MORONI/COMORES/1
	 	 
	CONTRACT GENERATION:	01


 


	FIRST PARTY:	Gouvernorat de l’Île Autonome de la Grande Comore, a Statutory Body constituted under Comorian Law, (hereinafter referred to as “MCMUC”, which expression shall, unless repugnant to the context or meaning thereof, mean and  include its successors and assigns) and having its office at Route de Moroni- Itsandra, Moroni, Autonomous Island of Grande Comore, Union of the Comoros, duly represented by the Governor, The Honourable Mr. HASSANI Hamadi, by virtue of resolution ad hoc;
	 	 
	 	Commissariat à l’Environnement, à l’Urbanisme, au Développement Durable et à l’Énergie, à l’Emploi, à l’Entreprenariat et à la Solidarité, a Statutory Body  constituted under Comorian Law, (which expression shall, unless repugnant to the  context or meaning thereof, mean and include its successors and assigns) and  having its office at Route de Moroni- Itsandra, Moroni, Autonomous Island of Grande  Comore, Union of the Comoros, duly represented by the Commissioner, Mr.  Mohamed Abdou MLANAO, by virtue of resolution ad hoc;  
	 	 
	 	Commissariat à la Sécurité intérieure, à la Fonction Publique, à  l’Administration des Collectivités Territoriales Décentralisées, à la Réforme  Administrative, chargé de l’Information, a Statutory Body constituted under  Comorian Law, (which expression shall, unless repugnant to the context or meaning  thereof, mean and include its successors and assigns) and having its office at Route  de Moroni- Itsandra, Moroni, Autonomous Island of Grande Comore, Union of the  Comoros, duly represented by the Commissioner, Ms. Maissara Adam  MONDOHA, by virtue of resolution ad hoc;  
	 	 
	 	Commissariat aux Finances, au Budget, à l’Economie, au Commerce Intérieur,  à l’Industrie, au Plan, chargé de la promotion des Investissments, a Statutory  Body constituted under Comorian Law, (which expression shall, unless repugnant to  the context or meaning thereof, mean and include its successors and assigns) and  having its office at Route de Moroni- Itsandra, Moroni, Autonomous Island of Grande  Comore, Union of the Comoros, duly represented by the Commissioner, Mr. Said  Ahamada YOUSSOUF, by virtue of resolution ad hoc;  


 


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	 	Ville de Moroni, a Statutory Body constituted under Comorian Law, (which  expression shall, unless repugnant to the context or meaning thereof, mean and  include its successors and assigns) and having its office at Route de Moroni-  Itsandra, Moroni, Autonomous Island of Grande Comore, Union of the Comoros,  duly represented by the Mayor, Mr. Moustapha Chamssoudine DADA, by virtue of  resolution ad hoc;
	AND	
	SECOND PARTY:	BIOCRUDE
TECHNOLOGIES, INC, a Corporation duly organized under the laws of
Canada (hereinafter called “Corporation”) having its principle office at 1255
Phillips Square, Suite 605, Montreal, Quebec, Canada H3B 3G5, herein duly  represented
by the Chairman and CEO, Mr. John MOUKAS, by virtue of corporate  resolution ad hoc.
 
	 	 
	WHEREAS	The parties, following discussions, desire to enforce amendments discussed and  reflected within these presences and agree to sign these concession agreements as  amended. Following the signature of these presences, these amended concession agreements will replace agreements the concession agreements signed on the 11th of  January 2016 and will become lawful and binding on the parties, present and future;  
	 	 
	WHEREAS	First Party and Corporation are hereinafter referred to individually as the "Party" and  collectively as the "Parties"; 
	 	 
	WHEREAS	First Party is responsible for, inter alia, making adequate provisions for the  collection/ removal and disposal of filth, rubbish and other obnoxious or polluted  matters. Government of Autonomous Island of Grande Comore has formulated Municipal Solid Waste (Management and Handling) Rules ("MSW Rules") that  impose an obligation on First Party to adopt suitable process for disposal of municipal  waste. In furtherance of its functions and pursuant to the MSW Rules First Party has  demarcated land for establishing facilities to process, manage and dispose municipal solid waste;  
	 	 
	WHEREAS	First Party, after obtaining necessary approval from required government agencies  under MSW Rules has earmarked land admeasuring approximate twenty five (25) acres (as specifically provided under Schedule III hereto and referred to hereinafter as the "Site"), located at the site adjacent to the existing sewage  treatment plant at municipality of Moroni, as the site for establishing an integrated  processing and treatment facility for municipal solid waste generated from the  areas within its jurisdiction (as defined under Article 2 and hereinafter referred to as  the "Plant" or “Project”); 
	 	 
	WHEREAS	First Party is desirous of augmenting its waste management capability and expand  its waste processing, management and disposal capabilities;  
	 	 
	WHEREAS	The First Party recognizes the Corporation as a Special Purpose Vehicle (SPV)  company and will unconditionally grant the Corporation with a certificate of eligibility for same, whereby the Corporation is a Unique Waste Processing Company (hereinafter referred to as "Corporation"), for developing projects for  processing and disposing municipal waste using the technologies of processing  municipal waste and also to produce as by-products, inter alia, refuse derived   fuel, fluff, organic manure, biogas, composting and use such products for generating electricity and producing fly ash for brick manufacture;


 


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	WHEREAS	Corporation submitted a proposal (Schedule XII) to First Party for  developing the Plant at the Site, utilizing suitable technology, on a design, build, operate and transfer basis (BOOT), to enable augmentation of the  waste disposal capabilities of First Party;  
	 	 
		
	WHEREAS	The proposal submitted by Corporation envisaged that Corporation  would be selected, undertake the development, financing, construction, operation and maintenance of the Plant on a design, build, operate and transfer basis; This will be for Thirty (30) years and an option of renewal for  an additional Thirty (30) years, as defined in the Definitions “Term”;  
	 	 
	WHEREAS	First Party accepted the proposal submitted by Corporation and  authorized Corporation and agreed to vest Corporation with the rights and obligations required to enable it to duly undertake the development, financing, construction, operation and maintenance of the Plant at the Site on a build,  operate and transfer basis;  
	 	 
	WHEREAS	First Party is now desirous of entering into an agreement with Corporation  vesting it with the rights and obligations required to enable it to and duly undertake the development, financing, construction, operation and maintenance of the Plant at the Site on a design, build, operate and transfer basis (BOOT). 
	 	 
	WHEREAS	A General Continuing Guaranty (“Sovereign Guarantees” by First Party) will be  granted and added to this contract in order to secure the regularity of Tariff payments during the term of this contract.  


 


NOW THEREFORE, THIS AGREEMENT WITNESSETH AND IT
IS HEREBY AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS:


 


		1.	DEFINITIONS & INTERPRETATION



 


		1.1.	Definitions



 


In this Agreement, unless repugnant to the context or
inconsistent therewith, the following words, phrases and expressions shall bear the meaning hereinafter respectively assigned to
them:


 


		1.1.1.	"Access Road" means the motorable approach
road (15 ft. wide) for access to the Site from public road and the intended route of which is indicated in green on the
Site plan, annexed as Schedule I hereto.



 


		1.1.2.	"Additional Cost" shall mean the additional
capital expenditure and/or the additional operating costs or both as the case may be, which Corporation would be required
to incur as a result of a Change in Law.



 


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		1.1.3.	"Agreement" means this agreement between
First Party and Corporation, including its schedules and annexures and includes any amendments made hereto in accordance
with the provisions hereof.



 


		1.1.4.	"Applicable Approvals" means all the authorizations,
licenses, clearances, permits, no-objections, sanctions and consents as required by Applicable Laws, to be procured by
either First Party or by Corporation in connection with the implementation of the Project.



 


		1.1.5.	"Applicable Laws" means all the laws,
acts, ordinances, rules, regulations, notifications, guidelines or bye-laws which have the force of law, in force and effect,
as of the date hereof and which may be promulgated or brought
into force and effect hereinafter, including judgments, decrees, injunctions; writs or orders of any court of record, as may be
in force and effect during the subsistence of this Agreement and applicable to the Project.




 


		1.1.6.	"Biomethanation" means a process that
entails enzymatic decomposition of the organic matter by microbial action to produce methane rich biogas.



 


		1.1.7.	"Biomethanation Plant" means the facility
having the capacity to process up to two hundred and fifty (250) tons per day of Organic Waste that will be constructed,
operated and maintained as part of the Plant, for undertaking the Biomethanation of Organic Waste.



 


		1.1.8.	"C&D Debris" means solid waste resulting
from construction, remodeling, repair, renovation or demolition of Structures or from land clearing activities or trenching
or de-silting activities. "Structures" for the purposes of this definition means buildings of all types (both
residential and non-residential), utilities, infrastructure facilities and any other type of man-made structure. C&D debris
include, but are not limited to bricks, concrete rubble and other masonry materials, soil, rock, wood (including painted, treated
and coated wood and wood products), land clearing debris, wall coverings, plaster, drywall, plumbing fixtures, roofing, waterproofing
material and other roof coverings, asphalt pavement, glass, plastics, paper, gypsum boards, electrical wiring and components containing
no hazardous materials, pipes, steel, aluminum and other non-hazardous metals used in construction of structures.



 


		1.1.9.	“Commissioning Period" in relation to
the Plant means the period of five (5) months from the date when the Mechanical Completion of each of the Project Facilities
has been achieved.



 


		1.1.10.	"Concession" means collectively all the
rights granted by First Party to Corporation under this Agreement with respect to developing, implementing, constructing,
operating and maintaining the Plant for the management, processing and disposal of the Municipal Waste generated from within the
First Party Supply Area, subject to all the terms, conditions, covenants and obligations of this Agreement, more specifically
mentioned in Article 2.



 


		1.1.11.	"Daily MSW Deficiency Amount" shall have
the meaning given to the phrase in clause 6.2 and guaranteed by First Party under the principal of “Put or Pay”
for the minimum amount of guaranteed MSW (If the amount of committed minimum MSW is not delivered, or deficient, First Party guarantees
payment of same, regardless of any circumstances, other than Force Majeure ).



 


		1.1.12.	"Daily Weight Sheet" shall have the meaning
given to the term in clause 6.3 (a) ii.



 


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		1.1.13.	"Date of Commissioning" or "COD"
means the date notified by Corporation as the date on which the Plant is ready to commence commercial operations after successfully
completing the testing, which shall be a date no later than three months of the date of Mechanical Completion of the Plant.



 


		1.1.14.	"Date of Mechanical Completion" means,
in relation to the Plant, the date, not being later than twenty four (24) months from the commencement of construction, on which,
the construction of the Plant is to be completed with all equipment and be ready for testing and commissioning.



 


		1.1.15.	"Dead Remains" means the dead bodies,
carcasses, bones or skeletal remains of animals, rodentsand other living beings (other than plants).






 






		1.1.16.	"Delivery Schedule" shall have the meaning
given to the term in clause 5.2.



 


		1.1.17.	"Development Costs" shall mean the aggregate
of the amounts spent by Corporation in undertaking activities in relation to the implementation of the Project till the
Date of Commissioning which amounts will include but not be limited to:



 


		·	expenditure incurred in respect of filing applications
for and obtaining and maintaining Applicable Approvals,






		·	fees of all consultants, experts, accountants, lawyers,
lenders and other independent persons hired in relation to the Project,






		·	costs of maintaining offices of Corporation that are attributable
to the Project,






		·	any payments made to First Party or on behalf of First
Party in relation to the Concession or the Project and






		·	costs of any contractors appointed by Corporation in relation
to the implementation of the Project





 


		1.1.18.	"Encumbrances" means any encumbrance such
as mortgage, charge, pledge, lien, hypothecation, security interest or other obligations and shall also include physical
encumbrances, including utilities both under and above the ground and encroachments on the Site.



 


		1.1.19.	"Effective Date" means the date on which
the obligations of Corporation, under this Agreement, become binding and effective and all the conditions precedent specified
in clause 2.9 are satisfied by Corporation.



 


		1.1.20.	"Excluded Waste" means waste material
of the nature that the Project Facilities are not designed or authorized to receive, manage, process and dispose that shall
mean:



 


		Ø	Hazardous
Waste,






		Ø	Bio-Medical
Waste and






		Ø	Dead
Remains



 


		1.1.21.	"Financing Documents" or "Financing Agreements" means all-the agreements,
taken together, that are entered into between Corporation and the lenders for providing the debt financing for the implementation
of the Project and shall include the security documents creating the relevant security (such as mortgages or charges or liens)
on the Plant or any part thereof, for securing the debt provided.



 


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		1.1.22.	"Good Industry Practice" means the exercise of that degree of skill, diligence,
prudence and foresight in compliance with the undertakings and obligations under this Agreement which would reasonably and
ordinarily be expected of a skilled and an experienced person engaged in the implementation, operation and maintenance or supervision
or monitoring thereof or any of them of facilities similar to the Facilities" to be constructed, operated and maintained pursuant
to the Project.



 


		1.1.23.	"Hazardous Waste" shall have the meaning
as defined under the Hazardous Wastes (Management and Handling) Rules.



 


		1.1.24.	"Inert Management Facility" means the
Facility that will be constructed, operated and maintained as part of the Plant, for managing and processing the Residual Inert
Matter in order to ensure that there is minimum requirement for Landfilling of the Residual Inert Matter.



 


		1.1.25.	“Intervening party" means all entities
of the First party which will intervene to the present contract, also called the Guarantor, to guarantee (“Sovereign
Guarantees”) the monthly invoices, monthly provisional invoices corresponding to the purchase of electricity by the
Buyer, all additional invoices for any reason as long as related to the terms of this contract, as well as “ALL”
of the obligations of the First Party, in reference to these presences The guarantee in question is considered to be effective
during all the duration of validity of the contract.



 


		1.1.26.	"Landfill Site" means the existing or
to be provided by the first party, landfill site for disposal of the inert fraction of the MSW located within the vicinity
of the proposed MSW-Energy Complex (not surpassing 30 km) and any alternate or additional landfill site notified by First Party
pursuant to Article 8 of this Agreement or Concession Agreement-First Party, as being available for disposal of MSW pursuant to
this Agreement.



 


		1.1.27.	"Landfllling" means the disposal of the
Residual Inert Matter and Rejected Wastes at the Landfill Site in accordance with the terms of this Agreement.



 


		1.1.28.	"Lenders” means, the Persons that provide
the financing for the Projects pursuant to Financing Agreements.



 


		1.1.29.	“Letter of Credit (LC)” or “Irrevocable
Revolving Letter of Credit (RLC)”: shall have the meaning ascribed thereto in Article 10.4. (a).



 


		1.1.30.	"License" or “Lease”
means the license pursuant to which First Party shall provide the Site to Corporation, the draft of which is provided as Schedule
V to this Agreement.



 


		1.1.31.	"MSW" or "Municipal Waste"
means waste generated by households, public services, agricultural activities, commercial establishments and industries located
within the jurisdiction of First Party, and shall include Solid Waste, and Organic Waste, but shall not include the Excluded Wastes.



 


"MSW" or "Municipal
Solid Waste" shall have meaning as defined under the Municipal Solid Waste (Management & Handling) Rules, which is
reproduced as below: "Municipal Solid Waste" includes commercial and residential wastes generated in a municipal
or notified areas in either solid or semi-solid form excluding industrial hazardous wastes but including treated bio-medical wastes;


 


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		1.1.32.	"MSW Rules" means The Municipal Solid
Wastes (Management and Handling) Rules, framed by the Government of the country under the Environment (Protection) Act and includes
any statutory amendments / modifications thereto or reenactments thereof, for the time being in force, but will not modify or
affect any rights or obligations inherent within the realms of these presences.



 


		1.1.33.	"Material Adverse Effect" means a material
adverse effect on (a) the ability of either Party to exercise any of the rights to perform / discharge any of its duties
/ obligations under and in accordance with the provisions of this Agreement and/or (b) the legality, validity, binding nature
or enforceability of this Agreement.



 


		1.1.34.	"Material Breach" shall mean a breach
by either Party of any of its obligations under this Agreement which has or is likely to have a Material Adverse
Effect on the Project and which such Party shall have failed to cure.



 





		1.1.35.	"First Party Supply Area" means, the areas
under the jurisdiction of First Party, which First Party has identified as the source of MSW for the Project, annexed as
Schedule IV hereto.



 


		1.1.36.	"Organic Waste" means such type of Waste
that can be degraded by micro-organisms, but shall not include Excluded Wastes.



 


		1.1.37.	"Person" means any individual, corporation,
partnership, joint venture, trust, unincorporated organization, government or governmental authority or agency or any other
legal entity.



 


		1.1.38.	"Plant" means the integrated MSW management,
processing and disposal facility comprising the RDF Plant, the Biomethanation Plant, the Power Plant and the Inert Management
Facility to be designed, constructed, operated and maintained by Corporation in accordance with the terms and provisions of this
Agreement and in the event Corporation decides to design, construct, operate and maintain a compost plant, such facility shall
also be part of the Plant.



 


		1.1.39.	"Power Plant" means the a power generation
plant of a name plate capacity of approximate 6.5 MW that will generate electricity by using the Municipal Waste or Supplementary
Fuel or both, as the case may be.



 


		1.1.40.	"Preliminary Notice" means the notice
of intended Termination by the Party entitled to terminate this Agreement to the other Party setting out, inter alia, the
underlying Event of Default.



 


		1.1.41.	"Project" means the project for enabling
the processing of Municipal Waste up to the Maximum MSW Quantity and for that purpose to design, development, financing,
construction, operation and maintenance of the Plant under and in accordance with the terms and provisions of this Agreement.



 


		1.1.42.	"Project Facilities" means, as the context
may require either all or one or more of the constituents of the Plant including without limitation (i) the Site and (ii)
the individual facilities comprising the Plant, namely the RDF Plant, the Biomethanation Plant, Inert Management Facilities, and
the Power Plant.



 


		1.1.43.	"RDF" means the solid fuel in the
form of fluff or pellets/briquettes that is produced by drying and separation of combustible fractions from the MSW meeting
the requirements of the boiler to generate electricity through the turbine that will be part of the Power Plant.



 


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		1.1.44.	"Receipt Point" means the place within
the Site, specified in writing by Corporation and marked on a layout plan by Corporation on or before the Date of Mechanical
Completion, at which First Party shall be required to deliver the MSW in accordance with the terms of this Agreement.



 


		1.1.45.	“Renewal Option” means an additional
thirty (30) years term, tacitly renewed (discretion of Corporation), and as described in the “Term”
definition, below.



 


		1.1.46.	"Residual Inert Matter" means the waste
matter obtained after processing of the MSW by each of the relevant Project Facilities.



 





		1.1.47.	"Rejected Waste"
means such components of a consignment of Municipal Waste delivered by First Party that are refused to be accepted
by Corporation, either at the time of delivery upon inspection of the MSW delivered or being delivered, as the case may be, on
the ground that they are either:



 


	i.		classified as Excluded Wastes,






	ii.		they are not in accordance with the composition of MSW
as defined in this Agreement (30% maximum inerts),



	iii.		they are of a quantity that is in excess of the First Party
MSW Quantity,



	iv.		they are part of a consignment of MSW that is sought to
be delivered by First Party when it has been notified that the Plant is undergoing repair or maintenance



 


		1.1.48.	"Residual Treated Water" means the treated
liquid residue derived from the Sewage treatment process of the Sewerage Treatment Plant, that is capable of either discharge
into natural water bodies or re-use for purposes other than human consumption which will be supplied by local Sewage Treatment
Plant (STP) Organization to Corporation from the Sewage Treatment Plant, for being used in the Plant.



 


		1.1.49.	"Sewage" means the liquid waste that is
treated by the municipality of Moroni at the local Sewerage Treatment Plant.



 


		1.1.50.	"Sewage Treatment Plant" means the sewage
treatment plant owned, operated and maintained by the local Sewage Treatment Plant Organization.



 


		1.1.51.	"Sludge" means primarily organic solid
or semi-solid product of the treatment process of Sewage undertaken in the Sewerage Treatment Plant.



 


		1.1.52.	"Solid Waste" means wastes generated from
commercial, agricultural, industrial and domestic activities within the jurisdiction of First Party that are in either
solid or semi-solid form but shall not include the Excluded Wastes.



 


		1.1.53.	"Site" means the land admeasuring Twenty
Five (25) acres located adjacent to the Sewage Treatment Plant at Moroni, Autonomous Island of Grande Comore.



 


		1.1.54.	"Supplementary Fuel" shall have the meaning
given to the term in clause 2.4.



 


		1.1.55.	"Technology" means the relevant technology
for the waste to energy processes, that Corporation may, at its discretion, deem fit to use in the Project Facilities from
time to time.



 


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		1.1.56.	"Term" means the time period of Thirty
(30) years commencing from the Effective Date and will also include an option of an additional thirty (30) years thereafter, tacitly
renewed (Corporation’s discretion), whereby the tipping fees shall be indexed by four and a half percent (4.5 %) per annum,
using the 30th year of the 1st
period as a base for indexation for the optional period.



 


		1.1.57.	"Termination" means the early termination
of this Agreement pursuant to Termination Notice given by either Party to the other Party or otherwise in accordance with the
provisions of this Agreement but shall not, unless otherwise requires, include expiry of this Agreement due to the expiry of its
Term.



 


		1.1.58.	"Termination Notice" means the termination
notice given pursuant to clause 17.2 (c).



 


		1.1.59.	"Termination Date" means the date specified
in the Termination Notice as the date on which Termination occurs.



 


		1.1.60.	"Termination Payment" means the payments
payable pursuant to clause 17.2 (f) of this Agreement.



 


		1.1.61.	"Transporter" shall have the meaning give
to the term in clause 4.1 (a).



 


		1.1.62.	"Transportation Contract" shall have the
meaning give to the term in clause 4.1 (a).



 


		1.1.63.	"Vacant Possession" means delivery to
Corporation, of possession of the lands constituting the Site free from all Encumbrances subject to clause 3.1 (b) and
the grant of all easement rights and all other rights appurtenant thereto.



 


		1.1.64.	"Viability Gap Funding" or "VGF"
means the financing provided to eligible infrastructure projects by the Government of Autonomous Island of Grande Comore
pursuant to The Guidelines to Support Public Private Partnerships in Infrastructure.



 


		1.1.65.	"Weighbridge" means the electronic weighbridge
capable of performing the operations specified in clause 6.3 (a).



 


		1.2.	Interpretation



 


		a)	The words, phrases and expressions defined hereinabove
in clause 1.1 or defined elsewhere by description in this Agreement, together with their respective grammatical variations and
cognate expressions shall carry the respective meanings assigned to them in the said clause 1.1 or in this Agreement and shall
be interpreted accordingly. Expressions, which have not been defined in this Agreement shall carry the respective meanings assigned
to them in their ordinary applicability read in context with the manner of their usage in this Agreement or in their respective
technical sense, as the case may be;



 


		b)	all words in singular shall be deemed to connote their
respective plurals and vice-versa, unless the context suggests otherwise;



 


		c)	the words "include" and "including" are to be construed without
limitation;



 


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		d)	the headings of the clauses in this Agreement are merely
for purposes of convenience and shall have no bearing on the interpretation of this Agreement;



 


		e)	the Schedules and Annexures to this Agreement form an integral
part of this Agreement and shall be interpreted accordingly.



 


		2.	THE PROJECT



 


		2.1.	Grant of Concession



 


Subject to and in accordance with
the terms and conditions set out in this Agreement, First Party hereby irrevocably grants to Corporation and Corporation hereby
accepts exclusive right and authority, during the term, to develop, establish, finance, design, construct, operate and maintain
the plant site, and in addition to the other rights granted under this Agreement;


 


		a)	to exclusively hold, possess, control the Site, in accordance
with the terms of the License for the purposes of the due implementation of this Project, in accordance with the terms of this
Agreement;



 


		b)	to receive at the Receipt Point, during each day of the
Term, MSW from First Party mainly and primarily from the First Party Supply Area. The cost of transportation and delivery till
the Receipt Point shall be borne by First Party;



 


		c)	To inspect the MSW delivered by First Party and identify
Rejected Waste and refuse to accept the Rejected Waste;



 


		d)	to store, use, appropriate, market and sell or dispose
all the products/by-products obtained after the processing and treatment of the MSW (including but not limited to electricity,
methane, RDF, compost and Residual Inert Waste);



 


		e)	to construct, operate and maintain a pipeline system from
the Sewage Treatment Plant to the Plant to enable Corporation to receive Residual Treated Water from local Sewage Treatment Plant
and to store it at the Site and use it in the Plant for such purpose as it may deem fit. This will only be done if required;



 


		f)	to receive and store Sludge at the Site and use it in the
Plant for such purpose as it may deem fit;



 


		g)	to receive, for the purposes of processing at the Plant,
MSW from First Party or any Person.



 


		2.2.	Rights Associated with the Grant of Concession



 


Without prejudice to the generality
of foregoing and other provisions of this Agreement, the Concession hereby granted to Corporation shall include and shall entitle
Corporation, without requiring any further authorization or authority from First Party, to enjoy, the following rights, privileges
and benefits in accordance with the provisions of this Agreement and Applicable Laws:


 


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		a)	to design, engineer, finance, procure, construct, install, commission, operate and maintain each of the Project Facilities
either itself or through such Person as may be selected by it;



 


		b)	upon commissioning of a Project Facility, to manage, operate and maintain the same either itself or through such Person as
may be selected by it;



 


		c)	to borrow or raise money or funding required for the due implementation of the Project and mortgage, charge or create lien
or encumbrance on the whole or part of the Project Facilities, provided however, the creation of mortgage, charge, lien or encumbrance
on the lands constituting the Site will be dependent on the terms and conditions on which the said lands have been granted by First
Party to Corporation to obtain the utilities required for enabling the construction of the Project Facilities.



 


		2.3.	Use of Suitable Technology



 


Without prejudice to the generality
of the foregoing, Corporation shall have the right to develop the Project Facilities using such Technology that it considers suitable
and commercially viable for the purposes of implementing the Project, in accordance with terms of this Agreement. It is acknowledged
that it is the intention of Corporation to essentially use Biomethanation, RDF and material recovery Technology associated with
the concept of an integrated waste processing plant, a process diagram of which is provided in Schedule XI and that Corporation
shall have the right to modify, adapt, upgrade or change the Technology, from time to time, based on actual operations of the Plant
and the requirements of the Project.


 


		2.4.	Use of Supplementary Fuel for Power Plant



 


The Parties hereby agree that
Corporation shall have the right to use, at such times as it may deem fit, any fuel as a supplement to the MSW to enrich the RDF
and Biogas and/or to directly support the operation of Power Plant (such fuel shall be referred to as "Supplementary Fuel").


 


		2.5.	Sale and Marketing of Products from Processing MSW



 


First Party hereby confirms that
Corporation shall be free to sell or otherwise dispose of any products derived or produced from the Plant as a consequence of undertaking
the processing of the MSW and Sewage including electricity or RDF or fluff or gas or Sludge or Residual Treated Water or any other
products or by-products, other material recovered or produced from MSW and the Sewage at the Plant, by providing timely information
to First Party. Corporation shall have the right to sell or otherwise dispose such products, at such price and to such persons
and using such marketing and selling arrangements as it may deem appropriate.


 


		2.6.	Storage Requirements of Plant



 


The Parties hereby agree that the Plant shall be designed
to enable:


 


		a)	Storage
                                         of up to five (5) days’ supply of Maximum
                                         MSW Quantity, and



 


		b)	Storage of twenty
(20) days production of RDF.



 


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		2.7.	Term of Concession



 


The Concession is granted to Corporation for the Term (as defined
in the Definition) and shall terminate upon the expiry of the Term, the renewal option (if not exercised by Corporation), or upon
earlier Termination of this Agreement.


 


		2.8.	Renewal of Concession



 


First Party will agree to renew or extend the Concession
after the expiry of the initial Term, for another period of thirty (30) years or such other period as may be mutually agreed to
and on such terms and conditions as mutually agreed upon.


 


		2.9.	Conditions Precedent



 


This Agreement and the Concession granted herein by First Party
to Corporation are valid and binding from the date of execution of this Agreement provided however, the obligations of Corporation
under this Agreement would become effective and binding, only upon the satisfaction of the following conditions precedent:


 


		a)	Subject to provisions of Article 3, First Party should
at its own cost and expense, handover the Vacant possession of the Site to Corporation;



 


		b)	Corporation should have, at its own cost and expense, obtained
all the Applicable Approvals (as specified in Schedule VIII) required to be procured by it to enable the commencement of the Project,
as further detailed in Schedule XII, and in order to commence the construction and operation of the Project Facilities provided
however, First Party shall provide all the support required for enabling the grant of the Applicable Approvals to Corporation.



 


		3.	THE SITE



 


		3.1.	Vesting of Site with Corporation



 


		a)	First Party shall
                                         grant Corporation a license/Land Lease to use the Site at a nominal license / Land Lease
                                         fee of One Dollar US (1.00 US Dollar) per
                                         Twenty-Five (25) acres per annum for the Term and First Party shall execute the License/
                                         Land Lease Agreement with Corporation together with the execution of this Agreement.
                                         The license fee can be paid in advance for such period of time as Corporation may deem
                                         fit. The licensee fee shall remain fixed for the entire Term and shall not be subject
                                         to any escalation. Corporation shall have the full right to regulate the entry into and
                                         use of the Site, subject to inspection rights of First Party from time to time.



 


		b)	First Party hereby agrees
that the right to use the land constituting the Site shall be granted to Corporation under the License, for the purposes of the
development of the Project Facilities for enabling First Party to discharge its functions of management, treatment, processing
and disposal of MSW. The conditions that have been stipulated by the Governmental Development Authority on the lease of the land
to First Party shall be annexed, as a schedule to the License and Corporation shall be under an obligation to honour and
give full effect to such conditions.



 


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		c)	If any underground Encumbrances are found on the Site during the course of construction or any time during Term of the Concession
Period, Corporation shall notify First Party of the same and First Party shall be under obligation to remove such Encumbrances.
In the event First Party is unable to clear the said Encumbrance within a period of four (4) weeks of such notification by Corporation,
Corporation shall be authorized to clear the Encumbrance and provide First Party the details of the costs incurred by Corporation
in undertaking such activity and proceeds from Sale of such Encumbrances, if any. The cost incurred in removing such Encumbrances
shall be deductible from any amounts payable to First Party by Corporation, after adjusting for amounts received from sale of such
Encumbrances.



 


		3.2.	Use of Site



 


Corporation shall not, without the prior written approval of
First Party, use the Site for any purpose other than for the purpose of developing, constructing, operating and maintaining the
Project Facilities, the Plant and undertaking other activities to implement and operate the Project pursuant to this Agreement.


 


		3.3.	Vesting of Site Co-Terminus with Concession Agreement



 


Subject to clause 3.1 (c) herein, First Party hereby assures
and represents to Corporation that the vesting of the Site with Corporation shall be irrevocable for the Term and cannot be terminated
earlier than the expiry or termination of this Agreement and shall be co-terminus only with the expiry or termination of the Term.


 


		3.4.	Boundary Wall



 


The Parties agree that a duly completed
and painted boundary wall made of brick, having a height of 2.5 m with iron grills of one
(1) meter height on top of the brick wall, is required to be constructed on the boundary of the Site. First Party shall
undertake at its own cost the construction of the boundary wall provided however, First Party shall always have the option to instruct
Corporation to undertake the process of construction of the boundary wall and First Party shall in such circumstances, reimburse
Corporation the actual cost incurred in the construction of the said boundary wall. The Parties hereby agree that if First Party
does not complete the construction of the boundary wall or has not instructed Corporation to undertake the construction of the
boundary wall within a period of six (6) months from the date of execution of this Agreement, Corporation shall undertake the construction
of the boundary wall at the cost of First Party and First Party shall in such circumstances, reimburse Corporation the actual cost
incurred in the construction of the said boundary wall, subject to the Corporation providing a detailed statement of costs incurred
as well as supporting documentation in proof thereof.


 


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		4.	COLLECTION OF MSW



 


		4.1.	Separate Storage and Collection of Various types of
MSW



 


		a)	The Parties hereby agree that First Party may appoint certain
                                                                                                  Persons to undertake the collection and transportation of waste generated within its jurisdiction (such Persons hereinafter
                                                                                                  referred to as "Transporters") and will enter into suitable agreements with each Transporter (each such
                                                                                                  agreement is hereby referred to as "Transport Contract") that would provide the terms and conditions
                                                                                                  governing the provision of the waste collection and transportation services by the Transporters to First Party or
                                                                                                  undertake to transport the MSW to Corporation Project through its own resources.



 


		b)	First Party hereby assures Corporation that it would instruct
all the Transporters to deliver the waste collected by them to the Plant. First Party shall also endeavor, to have in place, a
suitable waste segregation system as per provisions of MSW Rules.



 


		4.2.	Collection from Vegetable Markets and Bulk Generators
of First Party’s MSW



 


		a)	First Party shall endeavor to issue suitable directions,
notifications or otherwise as required under the Applicable Laws, that vegetable markets and other bulk generators of MSW, within
the said First Party Supply Area appropriately segregate, at source, the MSW generated by them and put into separate receptacles
for collection in accordance with the said directions.



 


		b)	First Party and Corporation hereby agree that if the vegetable
markets and bulk generators of MSW under the First Party’s jurisdiction, existing on the date of this Agreement ("Existing
Bulk Generators"), the First Party, prior to the Date of Commissioning, will pay a tipping fee evaluated by multiplying
the amount of MSW (TPD), (over and above the minimum MSW Guarantee) by the amount of Days in a year (365 days) and then multiplied
by the tipping fee of the year in question (refer to schedule VII) for the disposal of the MSW generated by it at the Site ("Bulk
Generator Tipping Fee"). For each subsequent Contract Year, the tipping fee is evaluated by the Yearly
Tariff Payments of the previous Contract Year (refer to Schedule VII).First Party hereby undertakes that it shall ensure that,
from the Date of Commissioning, any such Bulk Generator Tipping Fee is paid directly to Corporation by the First Party. Corporation
shall have the right to collect, retain, appropriate and use the Bulk Generator Tipping Fee.



 


		c)	The First Party hereby agrees to pay the Corporation a Bulk Generator Tipping for MSW, a fee evaluated
by multiplying the amount of MSW (at least “Minimum MSW Guarantee”) by the amount of Days in a year (365 days)
and then multiplied by the tipping fee of the year in question (refer to schedule VII) for the disposal of the MSW generated by
it at the Site ("Bulk Generator Tipping Fee"). For each subsequent Contract Year, the tipping fee is evaluated
by the Yearly Tariff Payments of the previous Contract Year (refer to Schedule VII).First Party hereby undertakes that it shall
ensure that, from the Date of Commissioning, any such Bulk Generator Tipping Fee is paid directly to Corporation by the First Party.
Corporation shall have the right to collect, retain, appropriate and use the Bulk Generator Tipping Fee.



 


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		d)	It may also be noted that the MSW so received by Corporation
from the First Party Supply area (being area under the jurisdiction of First Party) shall be a part of First Party MSW Quantity.



 


		4.3.	Collection at Cost of First Party



 


The Parties agree that all costs
of any operations for ensuring collection and delivery of MSW at the Receipt Point,
including but not limited to collection, manual segregation, storage, transportation and delivery of MSW at the Receipt
Point and disposal of the Rejected Waste, shall be borne by First Party.


 


		5.	TRANSPORTATION OF MSW



 


		5.1.	Routes



 


First Party, its Transporters and Corporation shall mutually
agree to and determine Routes that will be taken by the collection trucks to deliver the MSW at the Receipt Point. The routes so
determined shall ensure that the Biodegradable waste which is stored separately or is collected directly from Bulk Generators is
transported separately and not mixed with Non-Biodegradable waste collected and stored separately.


 


		5.2.	Delivery Schedule



 


First Party, its Transporters and Corporation shall mutually
agree to a suitable schedule for the delivery of First Party MSW Quantity at the Receipt Point ("Delivery Schedule").
Any deviations in the said Delivery Schedule shall be only with the prior consultation of Corporation. This provision shall not
prejudice First Party's primary obligation to supply MSW under this Agreement.


 


		6.	DELIVERY OF MSW



 


		6.1.	Delivery of MSW Prior to COD



 


At any time during the period
from the Effective Date and until the Date of Commissioning of the Plant, First Party shall supply and make available to Corporation
at Receipt Point, at the pre-stated tipping fee, Seven Hundred (700) TPD as of the date of Commissioning, thereafter until the
duration of the term, plus or minus (+/-) five per cent (5.0%) of MSW, as requisitioned by Corporation by a seven days advance
notice in writing.


 


		6.2.	Daily Delivery of MSW After COD



 


		a)	From the Date of Commissioning till
                                         the end of the contractual Term, First Party shall supply on a daily basis and make available
                                         to the Corporation at Receipt Point, at the stated tipping fee, a de facto minimum amount
                                         of seven hundred (700) TPD of MSW, as of the date
                                         of Commissioning, thereafter until the duration of the term, plus
                                         or minus (+/-) five per cent (5.0%) of MSW (on
                                         a de facto “Put or Pay”
                                         (for full face value of the quoted rate and the de facto daily minimum guaranty of MSW)
                                         basis), in accordance with the Delivery Schedule and the provisions of this Agreement.
                                         MSW supplied to the Corporation shall be primarily from the First Party Supply Area.



 


 


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		b)	First Party hereby agrees that Corporation shall have priority over
the MSW collected within the First Party Supply Area and First Party shall collect and deliver all the MSW generated within the
First Party Supply Area first to Corporation up to the First Party Municipal Solid Waste MSW Quantity required to be supplied
to Corporation under this agreement.



 


		6.3.	Measurement of MSW Delivered



  





	 	a)	Corporation shall cause a Weighbridge to be constructed at the Receipt Point, as part of the Project, which should have video surveillance, a server room, an electronic display unit and suitable technology, with duly calibrated weighbridge having the maximum possible accuracy, to carry out the following operations:




 


		i.	the
                                         MSW delivery trucks, take the dimensions of the delivery trucks, determine the weight
                                         of the consignment and determine the density of the consignment,



 


		ii.	generate
                                         and maintain an electronic data base for each delivery and provide a print out of the
                                         specifications and details for each consignment, as stated in subclause (i) above (such
                                         print out is hereinafter referred to as "Daily Weight Sheet"),



  


		b)	The
                                         Weighbridge shall be operated and maintained by Corporation, at no additional cost to
                                         First Party.







  





	 	c)	Each consignment shall be first screened and weighed at the Weighbridge. First Party shall provide the weight and volume of each empty delivery truck, in order to enable the due operation of the Weighbridge.




  


		d)	First
                                         Party undertakes that it shall depute a responsible person ("First Party Representative")
                                         to monitor the operations of the Weighbridge. However, the First Party Representative
                                         shall have no responsibility or liability regarding operation and maintenance of the
                                         Weighbridge.



 


		e)	Without
                                         prejudice to the foregoing, Corporation shall ensure that the Weighbridge is monitored
                                         and inspected regularly to ensure its due calibration and accuracy and any errors shall
                                         be rectified immediately.



 


		f)	The
                                         Daily Weight Sheet shall be final and binding on the Parties.



 


		6.4.	Maintenance of Records



 





The Daily Weight Sheet will
be maintained on a day to day basis by Corporation to record the quantity of MSW delivered and the quantity of MSW entered therein
as having been received and measured shall, subject to the right of Corporation to inspect
and reject the Rejected Waste that may be part of any consignment, be deemed to have been received by Corporation for the
purposes of this Agreement. A copy of the Daily Weight Sheet shall be daily sent to First Party by Corporation. Corporation shall
maintain the records of the Daily Weight Sheets (in electronic form) for a period of past three years.







 


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		6.5.	Determination of Rejected Waste 



 


		a)	If
                                         the Weighbridge determines that a consignment, other than a consignment of Organic Waste
                                         (to which the provisions of this clause 6.5 (a) shall not be applicable), has a density
                                         greater than:



 


		i.	in the case of an open truck, five hundred
kilograms per cubic meter (500 Kg/m3), and



 


		ii.	in
                                         the case of a compactor truck, eight hundred kilograms per cubic meter (800 kg/m3);
                                         then the relevant consignment may be rejected at the discretion of Corporation and the
                                         truck not allowed to unload the consignment. First Party hereby agrees that in order
                                         to enable the screening to be carried out effectively, it shall adhere to the Delivery
                                         Schedule:



 


		b)	If a consignment of Waste comprises predominantly of Organic Waste; it should be declared by First
Party upfront.



 


		c)	If a consignment of Waste has
                                         moisture content of more than 35%, or has more
                                         than 30% of inerts (C&D debris &
                                         recyclables, not including plastics (polymer based materials) and textiles), it
                                         will be classified and treated as Rejected Waste.



 


		d)	Corporation shall, at the time from the measurement of a consignment of MSW till before the MSW
is utilized in the Plant, be entitled to inspect the delivered MSW to ensure that no MSW that falls under the category of Rejected
Waste is processed by the Plant. If waste determined to be Rejected Waste are identified then, if such determination is made at
the Receipt Point at the time of delivery of a particular consignment of MSW, then Corporation can refuse to accept the Rejected
Waste from First Party and return the consignment without allowing it to be unloaded. Notwithstanding anything to the contrary,
if determination of any Rejected Waste is made after the relevant consignment had been accepted and mingled with the stored MSW
at the Site, then First Party shall bear all costs associated with the transportation of such Rejected Waste to the Landfill, and
the Corporation shall notify First Party of same.



 


		e)	The quantity of Rejected Waste identified during a period, shall be deducted from the MSW being
supplied by First Party while determining whether First Party has delivered the Minimum MSW Quantity for such relevant period.



 


		6.6.	Compensation in case of failure to deliver Minimum MSW Quantity 



 


First Party hereby agrees that the
delivery by First Party every day of the First Party a minimum MSW Quantity critical for ensuring the due implementation of the
Project. First Party hereby agrees that in consideration of Corporation implementing the Project, it hereby assures and undertakes
that it shall deliver, on every day after the COD, MSW equivalent to at least the First Party MSW Quantity at the Receipt Point,
in accordance with the Delivery Schedule, and in the event it is not able to deliver the First Party MSW Quantity for a period
of one (1) day, it shall pay Corporation for each day of such failure, under the principal
of “Put or Pay ”, after the second day period, as a pre-agreed
reasonable compensation, an amount ("Daily MSW Deficiency Amount Compensation") that is as follows and these elements
must be added together when applicable, in order to determine the total cost of the Daily MSW Deficiency Amount Compensation:


 


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		a)	The Requisite minimum amount of MSW, is Seven Hundred (700)
TPD as of the date of Commissioning, thereafter until the duration of the term, to be delivered, less the amount of MSW
delivered for that day, multiplied by the associated dollar amount for the tipping fee per ton of MSW, as can be referenced in
Schedule VII, for that time period;



 


		b)	Any and all associated costs and revenue losses incurred by the Corporation by the MSW Deficiency
Amount, up to and including the total opportunity loss of the procured marketable by-products (compost, electricity and carbon
credits) requisite for the economic viability of the project (revenue model), based on the MSW Deficiency Amount less MSW delivered
amount) from the operation of the plant and reasonable compensation for the aforesaid prejudice, and



 


		c)	In the event Supplementary Fuel is used to enable the due operation of the Power Plant, then the
Daily MSW Deficiency Amount shall be the aggregate of the cost incurred by Corporation in:



 


		i.	obtaining the Supplementary Fuel (used pursuant to clause 2.4) at
the Site, and



 


		ii.	any and all costs incurred by Corporation in ensuring the operation
of the Power Plant on the Supplementary Fuel so obtained (including equipment and infrastructure compatibility).



 


This amount shall be notified by Corporation to First
Party together with a certification of the same by the auditor of Corporation.


 


		7.	SUPPLY OF RESIDUAL TREATED WATER & SEWAGE



 


		7.1.	Interconnection of Sewage Treatment Plant and Sewerage System of First Party



 


First Party hereby agrees to engage
in the “Supply of Treated/Sewage Effluent Agreement”, as set out in Schedule VI, and authorizes Corporation
to construct, operate and maintain a pipeline system between the Plant and the Sewage Treatment Plant of the First Party, for enabling
the supply of the Residual Treated Water from the Sewage Treatment Plant to the Plant at Corporation's own cost. This is only if
required.


 


		7.2.	Use of Sludge at Site by Corporation



 


First Party hereby agrees and authorizes
Corporation to procure Sludge and use it in the waste treatment processes at the Plant and for that purpose First Party hereby
further agrees and Authorizes Corporation to store Sludge at the Site, at such place as may be determined by Corporation.


 


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		8.	LANDFILL SITE



 


		a)	First Party acknowledges that the availability
of the Landfill Site for the purposes of disposal of Rejected Waste and Residual Inert Matter are critical for the continued operations
of the Plant in a viable manner.



 


		b)	The Parties agree that First Party has no independent Landfill Site of its own, but uses the Landfill
Sites of First Party to dispose the MSW generated within its jurisdiction. First Party shall be primarily responsible for ensuring
the availability of a Landfill Site for accepting the Residual Inert Matter and Rejected Wastes generated from First Party MSW
Quantity, under the arrangements that it reaches with First Party or any other Person for disposal of MSW generated within the
First Party Supply Area.



 


		c)	The Residual Inert Matter shall be accepted by Landfill made available by First Party at no cost
to Corporation and/or to First Party. However, if such Landfill is not made available by First Party due to any reasons whatsoever,
or at a later date First Party refuses to accept Residual Inert Matter generated due to First Party MSW Quantity, then First Party
shall cause the Landfill Site to be made available for the purposes of this Agreement at its own cost and expense (including payment
of all levies, charges and taxes whatever) and as per the requirements and conditions as prescribed under Applicable Law. Any
Tipping Fee ("Tipping Fee" means any charges, fees or levies, etc... by whatsoever name called, paid by First
Party/Corporation to First Party/any other agency for use of Landfill site for disposal of Residual Inert Matter and Rejected Waste
due to First Party MSW Quantity) or other charges that are imposed by First Party for making the Landfill Site available shall
be borne by First Party and if Corporation has to pay any such tipping fee or charges, it shall be charged to First Party.



 


		d)	First Party hereby indemnifies Corporation and agrees to hold it harmless against any liability,
expense, cost, loss, claim, action, damage that Corporation suffers on account of the non-availability of the Landfill Site to
accept the Residual Inert Matter and Rejected Wastes.



 


		e)	Corporation shall, however, bear the cost of transportation and off-loading of the Residual Inert
Matter (but not of the Rejected Waste) from the Site, as the case may be to the agreed point at the Landfill Site in Moroni, provided
however, the transportation and offloading by Corporation of the Rejected Waste shall be at the cost and expense of First Party.
Moreover, if location of the Landfill Site is changed to outside Moroni at a later date and it results in increased transportation
distance to Landfill Site from the Project Site, First Party will pay to Corporation as transportation charges a sum of money as
per following formula:



 


Transportation
charges by First Party= Increase in Transportation Distance * Waste to be transported * a mutually acceptable factor (incorporating
cost of fuel, employee wages & vehicle usage)


  


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		9.	EXPANSION OF PROJECT



 


First
Party expects that the quantity of MSW that is generated within the First Party Supply Area would increase by seven percent (7%)
every year from the Date of Commissioning. The Parties agree that Corporation shall undertake reasonable
efforts to enable the processing of the increased volume of garbage at the Plant. Corporation expects that the extra MSW expected
to be supplied by First Party each year can be processed by the RDF Plant and the extra quantities of RDF that are so produced
by it can be either stored or sold by Corporation in the form of pellets. Corporation expects that the RDF Plant can be used to
process most of the extra MSW by increasing the number of operating hours of the RDF Plant. The Parties however, agree that the
Power Plant can be designed to the optimum level only for the existing committed quantity of MSW. Notwithstanding anything to the
contrary Corporation would ensure that the increased quantity of MSW during the Term of this Agreement would be accommodated
by the Plant either by increase in working hours or by putting in place additional capacities at the sole cost and expense of Corporation.
First Party shall not incur any liability in this respect.


 


		10.	BILLING AND PAYMENT



 


		10.1.	General



 


From the COD of the Project, First
Party shall pay the Corporation the Weekly Tariff Payment, on or before the Due Date, comprising of Tariff for every Contract Year,
determined in accordance with Article 4 and Schedule VII. All Tariff payments by First Party shall be in United States Dollars.


 


		10.2.	Delivery and content of Weekly Bills



 


		a)	The Corporation shall issue to First Party a Weekly Bill.



 


		b)	Each Weekly Bill and Provisional Bill shall include:



 


		i.	An account of the amount of MSW delivered by First Party to Corporation at project site for the relevant Week for Weekly Bill;



 


		ii.	The Corporation's computation of the Weekly Tariff Payment in accordance with Schedule VII; and



 


		iii.	Supporting data, documents and calculations in accordance with this Agreement.



  


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		10.3.	Payment of Weekly Bills



 


		a)	First Party shall pay the amount payable under Weekly Bill on the Due Date to such account of the Corporation by “Direct
Deposit” or against a “Revolving Letter of Credit” issued by the First Party for the Benefit of the
Corporation as described in clause 10.3 (c) (if Direct Deposit is not effected), in accordance with clause 10.4 below.



 


All payments made by the First Party shall be by appropriate
order of priority:


 


		i.	     towards Late Payment Surcharge, payable by the First Party, if any;



		ii.	     towards earlier unpaid Weekly Bill, if any, and



		iii.	     towards the then current Weekly Bill.



 


		b)	All payments required to be made under this Agreement
shall only include any deduction or set off for deductions required
by the Law; and amounts claimed by the First Party from the Corporation, through an invoice duly acknowledged by the Corporation,
to be payable by the Corporation, and not disputed by the Corporation within thirty (30) days of receipt of the said invoice and
such deduction or set-off shall be made to the extent of the amounts not disputed.
It is clarified that the First Party shall be entitled to claim any set off or deduction under
this Article, after expiry of the said thirty (30) day period.



 


Provided
further, the maximum amounts that can be deducted or set-off by the First Party under
this Article in a Contract Year shall not exceed twenty (20) percent of the weekly
billing.


 


		c)	The Corporation shall
open a bank account as designated by Lenders (the “Designated Account"),
and shall not be refuted by First Party, for all Tariff Payments to be made by First Party
to the Corporation, and notify First Party of the details of such account at least ninety
(90) days before the dispatch of the first Weekly Bill by the First
Party. First Party shall instruct
their respective bankers to make all payments under this agreement to the Designated
Account and shall notify the Corporation of such instructions on the same day. First
Party shall also designate a bank for payments to be made by the Corporation (including Supplementary
Bills) to First Party and notify the Corporation of the details of such account ninety
(90) days before the COD of the Power Station.



 


		d)	In the event of delay in payment of a Weekly Bill
by First Party beyond its Due Date weekly billing,
a Late Payment Surcharge shall be payable by First Party to the Corporation at the rate
of twenty-two (22) percent APR (“Annual Percentage Rate”), on the
amount of outstanding payment,
calculated on a day to day basis (and compounded with daily interest), for
each day of the delay. 



 


		10.4.	Payment Mechanism



 


		a)	Irrevocable Revolving Letter of Credit:



 


First
Party shall provide to the Corporation, in respect of payment of its Weekly Bills, an unconditional,
revolving and irrevocable letter of credit (Letter of Credit - RLC), opened and maintained
by First Party, which may be drawn upon by the Corporation in accordance with Article
10. The First Party shall provide the Corporation draft of the Letter of Credit proposed,
for final review and critiques, which shall adhere to the essence
of these presences.


  


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Not later than three (3) Months following
the signature of these presences, First Party shall, through its scheduled bank (reference clause 10.3 (c)), open a Letter of Credit
in favour of the Corporation (Beneficiary), to be made operative from a date prior to the Due Date of its first Weekly Bill under
this Agreement. The Irrevocable Revolving Letter of Credit shall have a term of twelve (12) Months, renewed every year for the
duration of the term and renewal option thereof, and shall be replenished to its face value four (4) times per annum, for an amount:


 


		i.	for the first Contract Year, equal to one
point five (1.5) times the estimated average yearly billing based on 100% of a face value representing the amount calculated
by multiplying the Minimum MSW Guarantee by the amount of Days in a year (365 days) and then multiplied by the tipping fee of the
year in question (refer to schedule VII), and



 


		ii.	for each subsequent Contract Year, equal to the one
point five (1.5) times the average of the Yearly Tariff Payments of the previous Contract Year (refer to Schedule VII).



 


Minimum MSW Guarantee (TPD) x 365 days/year x y (Schedule
VII) x 1.5 = LCR


 


Provided that the First Party has not
effected a Direct Deposit to the Corporation’s designated account for payment of its weekly invoice, the Corporation shall
draw upon such Irrevocable Revolving Letter of Credit immediately thereafter for the payment of the relevant Weekly Bill, as further
elaborated in clause 10.4 (c).


 


Provided further that if at any time,
such Irrevocable Revolving Letter of Credit amount falls short of the amount specified in Article 10.3 otherwise than by reason
of drawal of such Letter of Credit by the Corporation, the First Party shall restore such shortfall within seven (7) days.


 


		b)	First Party shall cause the scheduled bank issuing the Irrevocable
                                         Revolving Letter of Credit to intimate the Corporation, in writing regarding establishing
                                         of such irrevocable Revolving Letter of Credit.



 


		c)	If First Party fails to pay a Weekly Bill or part thereof
                                         within and including the Due Date, then, subject to clause 10.3. (c), the Corporation
                                         may draw upon the Letter of Credit, and accordingly the bank shall pay without any reference
                                         or instructions from the First Party, an amount equal to such Weekly Bill or part thereof
                                         plus Late Payment Surcharge, if applicable, in accordance with clause 10.3 (d) above,
                                         by presenting to the scheduled bank issuing the Letter of Credit, the following documents:



 


		i.	a copy of the Weekly Bill which has remained unpaid by such First Party;



 


		ii.	a certificate from the Corporation to the effect that the bill at item (i) above, or specified part thereof, is in accordance
with the Agreement and has remained unpaid beyond the Due Date; and



 


		iii.	Calculations of applicable Late Payment Surcharge, if any.



 


Further, on the occurrence of such
an event as envisaged herein, the Corporation shall immediately inform the First Party of the said failure of the First Party to
pay the Weekly Bill or part thereof and shall send regular updates to the First Party containing details of the amount claimed by the Corporation, as per
the provisions of this Article and payments made by the First Party pursuant to such claim.


  


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For the avoidance of doubt it is clarified
that the Corporation shall not be entitled to drawdown on the Letter of Credit for any failure of First Party to pay a Supplementary
Bill.


 


		d)	First Party shall cause the scheduled bank issuing the Irrevocable Revolving Letter of Credit to intimate the Corporation,
in writing regarding establishing of such irrevocable Revolving Letter of Credit.



 


		e)	First Party
shall ensure that the Irrevocable Revolving
letter of Credit shall be renewed not later
than forty-five (45) days prior to its expiry.



 


		f)	All costs relating to opening and maintenance of the Letter of Credit shall be borne
by the First Party.



 


		g)	Where necessary, the Irrevocable Revolving Letter of Credit may also be substituted by an unconditional and irrevocable bank
guarantee or an equivalent financial instrument as mutually agreed by the First Party and the Corporation.



 


		10.5.	Disputed Bill



 


		a)	If a Party does not dispute a Weekly Bill, Provisional Bill or a Supplementary Bill raised by the other Party within thirty
(30) days of receiving it, such bill shall be taken as conclusive.



 


		b)	If a Party disputes the amount payable under a Weekly Bill, Provisional Bill or a Supplementary Bill, as the case may be, that
Party shall, within seven (7) days of receiving such bill, issue a notice (the "Bill Dispute Notice") to the invoicing
Party setting out:



 


		i.	the details of the disputed amount;



 


		ii.	its estimate of what the correct amount should be, and



 


		iii.	all written material in support of its claim.



 


		c)	If the invoicing Party agrees to the claim raised in the Bill Dispute Notice issued pursuant to
clause 10.5 (b), the invoicing Party shall levies such bill within seven (7) days of receiving such notice and if the disputing
Party has already made the excess payment, refund to the disputing Party such excess amount within fifteen (15) days of receiving
such notice. In such a case excess amount shall be refunded along with interest at the same rate as Late Payment Surcharge which
shall be applied from the date on which such excess payment was made to the invoicing Party and up to and including the date on
which such payment has been received.



 


		d)	If the invoicing Party does not agree to the claim raised in the Bill Dispute Notice issued pursuant
to clause 10.5 (b), it shall, within fifteen (15) days of receiving the Bill Dispute Notice, furnish a notice to the disputing
Party providing:



 


		i.	reasons for its disagreement;



 


		ii.	its estimate of what the correct amount should be; and



  


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		iii.	all written material in support of its counter-claim.



 


		e)	Upon receipt of notice of disagreement to the Bill Dispute Notice under clause 10.5 (b), authorized
representative(s) or a director of the board of directors/member of board of each Party shall meet and make best endeavours to
amicably resolve such dispute within fifteen (15) days of receiving such notice of disagreement to the Bill Dispute Notice.



 


		f)	If the Parties do not amicably resolve the Dispute within fifteen (15) days of receipt of notice
of disagreement to the Bill Dispute Notice pursuant to clause 10.5 (b) the matter shall be referred to Dispute Resolution in accordance
with Article 21.



 


		g)	In case of Disputed Bills, it shall be
open to the aggrieved party to approach the Appropriate Commission for Dispute Resolution in accordance with Article 21 and also
for interim orders protecting its interest including for orders for interim payment pending Dispute Resolution and the Parties
shall be bound by the decision of the Appropriate Commission, including in regard to interest or Late Payment Surcharge, if any
directed to be paid by the Appropriate Commission.



 


		h)	If a Dispute regarding a Weekly Bill,
Provisional Bill or a Supplementary Bill is settled pursuant to clause 10.5 (e) or by Dispute resolution mechanism provided in
this Agreement in favour of the Party that issues a Bill Dispute Notice, the other Party shall refund the amount, if any incorrectly
charged and collected from the disputing Party or pay as required, within five (5) days of the Dispute either being amicably resolved
by the Parties pursuant to clause 10.5 (e) or settled by Dispute resolution mechanism along with interest at the same rate as Late
Payment Surcharge from the date on which such payment had been made to the invoicing Party or the date on which such payment was
originally due, as may be applicable.



 


		i)	For the avoidance of doubt, it is clarified
that despite a Dispute regarding an Invoice, the First Party shall, without prejudice to its right to Dispute, be under an obligation
to make payment, of the lower of (a) an amount equal to simple average of last three (3) Weekly invoices (being the undisputed
portion of such three Weeks invoices) and (b) Weekly Invoice which is being disputed, provided such Weekly Bill has been raised
based on the REA and in accordance with this Agreement.



 


		10.6.	Quarterly and Annual Reconciliation



 


Parties acknowledge that all payments
made against Weekly Bills, Provisional Bill and Supplementary Bills shall be subject to quarterly reconciliation at the beginning
of the following quarter of each Contract Year and annual reconciliation at the end of each Contract Year to take into account
Tariff Adjustment Payments, Late Payment Surcharge, or any other reasonable circumstance provided under this Agreement. The Parties,
therefore, agree that as soon as all such data in respect of any quarter of a Contract Year or a full Contract Year as the case
may be has been finally verified and adjusted, the Corporation and First Party shall jointly sign such reconciliation statement.
Within fifteen (15) days of signing of a reconciliation statement, the Corporation or First Party, as the case may be, shall raise
a Supplementary Bill for the Tariff Adjustment Payments for the relevant quarter/ Contract Year and shall make payment of such
Supplementary Bill for the Tariff Adjustment Payments for the relevant quarter/Contract Year. Late Payment Surcharge shall be payable
in such case from the date on which such payment had been made to the invoicing Party or the date on which any payment was originally
due, as may be applicable. Any dispute with regard to the above reconciliation shall be dealt with in accordance with the provisions
of Article 21.


 


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		10.7.	Payment of Supplementary Bill



 


		a)	Either Party may raise a bill on the other Party ("Supplementary Bill") for payment on account of:



 


Tariff Payment for change in parameters, pursuant to provisions
in Schedule VII; or and such Bill shall be paid by the other Party


 


		b)	First Party shall remit all amounts due under a Supplementary Bill raised by the Corporation to the Corporation's Designated
Account by the Due Date and notify the Corporation of such remittance on the same day. Similarly, the Corporation shall pay all
amounts due under a Supplementary Bill raised by First Party by the Due Date to the First Party's designated bank account and notify
the First Party of such payment on the same day.



 


		c)	In the event of delay in payment of a Supplementary Bill by either Party beyond its Due Date, a Late Payment Surcharge shall
be payable at the same terms applicable to the Weekly Bill in clause 10.3 (d).



 


11 . NO OTHER PAYMENTS


 


First Party shall not be entitled
to any compensation, fee, charges, reimbursements or payments whatsoever, for or in connection with the Concession and any other
rights and benefits whatsoever granted by First Party to Corporation under this Agreement.


 


12. ADDITIONAL OBLIGATIONS
OF CORPORATION


 


In addition to and without prejudice
to the other obligations of Corporation specified in other provisions of this Agreement, Corporation shall also discharge the following
additional obligations:


 


		12.1.	Development of Site



 


Corporation shall, after obtaining
the Vacant Possession of the Site in accordance with the provisions of clause 2.9 above and subject to the other provisions of
the Agreement (including but not limited to the satisfaction of the Conditions Precedent), commence development and improvement
on the Site required to implement the Project and to construct the Project Facilities (refer to schedule XI and XII), including
construction of internal roads at the Site, fencing, greenery etc. Corporation may
use, free of any charge, any debris that may be available at the Site for constructing internal roads, as also the building / structures
and infrastructure existing on the Site.


 


		12.2.	Financing and Implementation of the Project



 


		a)	Subject to Sub-clause (b) below, the Parties hereby agree that Corporation shall have the
                                                             complete discretion to implement and finance the Project in the manner it deems fit. Without prejudice to the generality of
                                                             the foregoing, Corporation shall have the right to implement the Project through one or
                                                             more special purpose companies and induct or appoint any number of persons as contractors, operators, partners or
                                                             investors, without any restriction or condition or requirement of prior approval of First Party. First Party hereby further
                                                             agrees that Corporation may carry out any work relating
to the Project either itself or through any suitable Person it may appoint, without the need to obtain
any approval of First Party provided however, Corporation shall remain completely responsible to ensure that the Project Facilities
comply with this Agreement;



 


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		b)	First Party confirms that Corporation has the full right and authority to borrow moneys or raise
finances for the Project. Further, Corporation shall not have the right to create any
charge over any Project Facilities or the land comprising the Site without the prior written
approval of First Party.



 


		12.3.	Corporation Undertakings



 


Corporation undertakes:


 


		a)	that, subject to the
provisions of this Agreement and First Party performing its obligations under this Agreement,
it shall undertake to construct, erect, assemble, install and achieve mechanical completion of the Project Facilities in a manner
so as to enable the mechanical completion of the entire Plant to be achieved within twenty-four
(24) months from the Effective Date.



 


		b)	that it shall always ensure it has the due authorization and proper legal right to use the Technology
it uses for the due operation of the Plant, and



 


		c)	that the Project Facilities shall be operated and maintained in accordance with this Agreement
and that the Plant shall, upon completion and commissioning, subject to First Party complying with its obligations under this Agreement
and the Operating Conditions for each Project Facility being satisfied, have the capacity of processing at least the Minimum MSW
Quantity and a maximum capacity of processing the Maximum MSW Quantity. First Party hereby agrees that Corporation may carry out
the operation and maintenance of the Plant (or any part thereof) by itself or through any suitable Person it may appoint provided
however, Corporation shall remain completely responsible to ensure that the Project Facilities comply with this Agreement.



 


		12.4.	Adequate Organization



 


Corporation shall, through the Term
have requisite organization and designate and appoint suitable officers/ representatives as it may deem appropriate for implementing
the Project properly and for carrying out the purposes of this Agreement in accordance with the terms hereof.


 


		12.5.	Disposal of Residual Inter Matter



 


Corporation shall collect and transport
the Residual Inert Matter from the Plant to the Landfill Site and dispose the Residual Inert Matter at the Landfill Site. All charges
for handling and transportation of the Residual Inert Matter will be borne by Corporation.


 


		12.6.	Applicable Approvals



 


Corporation shall apply and procure
all Applicable Approvals in respect of the construction, commissioning and operation of the Project Facilities provided however,
any Applicable Approval that is to be obtained/granted by the First Party as per Schedule VIII, shall be obtained and/or granted
by First Party upon the application for the same being made in accordance with applicable law by Corporation and First Party shall
also provide such reasonable support and assistance that Corporation may require for obtaining any such approvals.


  


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		12.7.	Compliance With Applicable Laws and Environment Laws



 


Corporation shall construct, operate
and maintain the Plant (and each of the Project Facilities) in accordance with Applicable Laws, including but not limited to all
the applicable laws relating to protection and safeguard of the environment and the laws for preventing and monitoring pollution
of environment, and obtain and maintain the Applicable Approvals required for the same.


 


		12.8.	Repair and Maintenance Work of the Plant



 


Corporation shall have the right
to suspend receiving and processing of MSW, if required, for undertaking maintenance or repair of any of the Project Facilities.
Corporation shall provide First Party of one (1) week advance notice of any repair and maintenance work of any of the Project Facilities
that will result in the suspension of the operations of the Plant or a reduction in the capacity of the Plant to process the MSW
being supplied by First Party.


 


The Parties hereby agree that, except
for shut down due to Force Majeure, the maximum number of days that die Plant will be permitted to be shut down for repair and
maintenance work in a calendar year, without attracting default provisions shall be limited to an aggregate of forty five (45)
days.


 


		12.9.	No Breach of Obligations in Certain Circumstances



 


Corporation shall not be considered
to be in breach of its obligations under this Agreement nor shall it incur or suffer any liability if and to the extent performance
of any of its obligations under this Agreement is affected by or on account of any of the following:


 


		a)	Force Majeure Event, subject to the provision of clause 22.1, or



 


		b)	First Party Event of Default as under clause 17.1 (b), or



 


		c)	Compliance with the instructions of First Party or the directions of any government agency/competent authority, or



 


		d)	Closure of the Project Facilities or part thereof as permitted under this Agreement or otherwise with the approval of the First
Party, or



 


		e)	Closure of the Landfill Site or any interference with the right of Corporation to dispose the Residual Inert Matter at the
Landfill Site, or



 


		f)	Concession agreement with First Party.



 


		12.10.	Project Engineer and/ Project Manager of Corporation



 


		a)	Corporation shall within six (6) months from the date hereof, appoint a suitable person to act as the Project Engineer and/or
Project manager for supervision and monitoring of the construction and operation of the Plant. The Project Engineer shall also
be responsible for maintaining proper coordination and exchange of information with the First Party representative.



 


		b)	Corporation shall be fully entitled to remove and replace the Project Engineer, if so deemed expedient by Corporation.



  


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		c)	Corporation alone shall be responsible for payment of the salary and/or fees and other benefits, expenses payable to the Project
Engineer and/or Project manager.



 


		12.11.	Processing of MSW



 


Corporation hereby assures First
Party that, from the Date of Commissioning and subject to the provisions of this Agreement and delivery of the required MSW by
First Party, the Plant shall be able to accept for processing a minimum of Four Thousand Nine Hundred (4,900) tons of First Party
MSW per week ("Minimum Guaranteed Quantity"). At the end of each week, after the Date of Commissioning, Corporation
shall submit a report to First Party providing the calculation of the quantity of First Party MSW that had been delivered by First
Party and the quantity of MSW that had been accepted by the Plant during the relevant immediately preceding week.


 


		12.12.	Compliance to Environment Laws



 


Corporation undertakes to establish
a fully equipped laboratory to monitor the quality of water, air, soil and impact of the project on the same.


 


		12.13.	Digitized Map of City



 


The Parties hereby agree that in
order to monitor the growth of the municipality and its population in a viable and regular manner that would enable estimation
of the growing requirements for management and disposal of MSW, Corporation shall maintain a digitized map of the municipality
and update it at the end of each calendar year:


 


Corporation shall submit an annual
report to the Board on its observations of the estimated growth of MSW generation over the preceding year based on the digital
map that it maintains.


 


		12.14.	Web Site



 


Corporation shall maintain a web
site that provides details of the plant and the processes that it operates in such reasonable detail as would enable awareness
about the Plant operation to any person accessing the web site. Without prejudice to the generality of the foregoing, Corporation
shall provide, on its website, details of the quantity of liquid, solid and gaseous Material discharged from the Plant and update
the information as to these quantities weekly basis.


 


		12.15.	Implementation Plan



 


Corporation shall ensure that it
undertakes the construction and commissioning of the Plant in accordance with the implementation plan annexed hereto as Schedule
XII to this Agreement.


 


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13. ADDITIONAL OBLIGATIONS
OF FIRST PARTY


 


Without prejudice and in addition
to the other obligations of First Party specified in this Agreement, First Party shall have the following additional obligations
to enable the due implementation of the Project by Corporation:


 


		13.1.	Disposal of Waste During Plant Shutdown



 


It is hereby agreed that such quantity
of MSW that cannot be accepted by Corporation for processing in the Plant because of shut down of the Plant in accordance with
clause 12.8 for repair and maintenance or upon the occurrence of Force Majeure Event, shall be disposed by First Party, at
its own cost, directly at the Landfill Site or at such other location or in such other manner as may be deemed appropriate
by First Party.


 


		13.2.	Applicable Approvals



 


		a)	First Party, shall facilitate Corporation in procuring all Applicable Approvals (refer
                                                             Schedule VIII) and provide all co-ordination with various State and other concerned authorities and agencies and all other
                                                             assistance and facilities (including for supply of utilities like water and electricity required during construction and
                                                             maintenance of the Plant) as envisaged herein, free of any cost (except as otherwise expressly provided herein) as required
                                                             and needed for the implementation of the Project and for the purposes of this Agreement. First Party shall, without prejudice
                                                             to the generality of the foregoing, extend all required assistance to Corporation in gutting permission from any
                                                             agencies/authorities to establish and maintain water and electricity and line as also distribution lines for RDF generated
                                                             power and steam, on and through their land;



 


		b)	without prejudice to the generality of clause 13.2 (a) above, First Party shall:



 


		i.	recommend and forward to the relevant authority /ministry /Department, any application of
                                                               Corporation to obtain any Applicable Approval;



 


		ii.	co-ordinate the grant of the Applicable Approval with the relevant authority/ministry/department
and assist Corporation in getting necessary clearances from the relevant authorities / ministry /departments, ensure that the building
plans for the Project Facilities at Site are duly and expeditiously approved by the concerned authorities of First Party (if applicable)
under the Act / building by-laws / other relevant by-laws or regulations;



  


		iii.	will engage, at the same time as these presences, in the full execution of the Land Lease Agreement
(attached as Schedule V), Supply of Treated Sewage/Effluent (STP) Agreement (attached as Schedule VI) and the Power Purchase Agreement
(PPA) (separate referenced Agreement).



 


Nota Bene: It should however
be noted that in case the Project is not granted one or more Approvals in spite of First Party providing all necessary
support for obtaining same, it shall be considered and/or deemed as First Party’s Event of Default against the Corporation..


 


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		13.3.	Benefits to Project to Accrue Directly to Corporation



 


First Party hereby agrees that if
there is any financial or tax benefits or otherwise in respect or on account of the Project (including but not limited to viability
gap funding, grants, carbon credits, tax benefits, etc.), they shall accrue directly and exclusively to Corporation alone and not
to First Party and First Party hereby undertakes that it shall not claim or file and application claiming such benefits to the
prejudice of Corporation. First Party agrees to facilitate the grant or receipt of all such benefits by Corporation, whether on
its own behalf or on behalf of First Party and for the purpose to give all needed recommendations, no-objections, authorizations
etc. However, First Party shall not be liable to bear any cost on account of any and/or all benefits.


 


		13.4.	First Party Assistance in Enabling Financing



 


First
Party hereby agrees that it shall enter into such agreements on mutually acceptable terms and conditions as may be reasonably required
by the Lenders in order to enable the financing of the Project (Schedule X). First Party acknowledges
that under the Financing Documents the Lenders may, in certain events, take over the Plant for management or for sale or provide
for transfer of the Plant to another Person. First Party hereby agrees to enter into, and any direct agreement with the Lenders,
as may be required by the Lenders to enable financing of the Project. First Party agrees, for the purposes of the Financing Documents,
to intimate to the Lenders by such notice as required under the Financing Documents:


 


		a)	of the happening or likely happening of
an Event of Default on the part of First Party or Corporation;



 


		b)	of the termination of this Agreement by First Party or by Corporation;



 


		c)	of the occurrence, continuance and cessation of any force majeure cause;



 


		d)	of any other breach or default on the part of Corporation under this Agreement,



 


It is hereby clarified that no financial
obligations will be undertaken by First Party or be sought to be imposed on First Party in providing assistance
under this clause 13.4.


 


		13.5.	First Party Liaison Officer



 


First Party shall, within fifteen
(15) days from the date hereof, appoint one of its officers to act as (and herein also referred
to) as First Party Liaison Officer to provide liaison and coordination with the Project Engineer in the implementation of the Project.
The First Party officer who shall act as the First Party Liaison Officer can be changed by First Party from time to time and shall
be notified in writing by First Party one week in advance to Corporation.


 


14. TAXES ON PROJECT FACILITIES


 


Having regard to the nature and
importance of the Project aimed at reducing Environment pollution and being implemented in said discharge of the statutory liabilities
and social responsibility of First Party, it is agreed that First Party shall support Corporation in seeking any exemptions from
any Government Division/Ministry/Authority from levy, assessment and payment of taxes, levies, property tax, corporate income taxes,
etc. in respect of the Project Facilities from the Effective Date until expiry of the Term, and assure same. The First Party will
guarantee to the Corporation that the Corporation will be classified as a Special Purpose
Vehicle (SPV) Corporation for the purpose of Income Tax impositions.


 


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		15.	COVENANT OF NON-INTERFERENCE



 


		15.1.	Non-Interference by First Party



 


		a)	First Party covenants with Corporation that First Party or any of its officers, employees or workmen
shall not, at any time, during the Term of this Agreement interfere with or obstruct in the functioning, running and the overall
management of the Project and in any matter in relation to or connected therewith, subject to the provisions of this Agreement.



 


		b)	First Party shall have no right, title or interest to the technology that would be used by Corporation
in the development, operation and maintenance of the Project Facilities. First Party agrees that any technology that may be employed
by Corporation in the development, operation and maintenance of the Project Facilities would be proprietary technology obtained
under specific license(s) owned by the Corporation and First Party hereby undertakes that it shall not violate or cause a breach
of the license arrangements of Corporation for appropriate technology.



 


		15.2.	Site Visits by First Party



 


First Party shall have the right
to send its duly authorized representatives to visit the Site, during normal working hours after providing at least one day’s
notice, provided however, the representatives of First Party shall not interfere with or prevent Corporation officials from discharging
their functions and further the First Party representatives shall not cause the suspension of the operations of the Plant and will
abide by the safety and other regulations (including but not limited to regulations limiting movement of personnel) put in place
by Corporation at the Site.


 


		16.	INSURANCE



 


		16.1.	Corporation’s Obligation



 


Corporation shall at its cost and
expense, obtain and maintain, during the Term, all such insurances (in addition to those mandated by Applicable Laws or required
by the Lenders) as may be required by First Party and the Lenders in the joint names of Corporation and the First Party.


 


		16.2.	Insurance Proceeds



 


Subject to the provisions of the
Financing Documents and unless otherwise provided herein, the proceeds of all insurance policies received shall be promptly applied
by Corporation towards repair, renovation, restoration or re-instatement of the Project Facilities or any part thereof which may
have been damaged or destroyed. Corporation may designate First Party and the Lenders as the loss payees under the insurance policies
or assign the insurance policies in their favour as security for the financial assistance provided by them to the Project.


 


		16.3.	No Breach of Insurance Obligation



 


If during the Term, any risk which
has been previously insured becomes un-insurable due to the fact that the insurers have ceased to insure such a risk and therefore
insurance cannot be maintained / re-irritated in respect of such risk, Corporation shall not be deemed to be in breach of its obligations
regarding insurance under this Agreement.


  


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		17.	EVENTS OF DEFAULT AND TERMINATION



 


		17.1.	Events of Default



 


Events of Default shall mean either
Corporation Event of Default or First Party Event of Default or both as the context may admit or require:


 


		a)	Corporation Event of Default:



 


Any of the following events shall constitute
an Event of Default by Corporation ("Corporation Event of Default") unless such event has occurred as a result
of one or more reasons set out in Article 21:


36


		i.	Corporation has failed to achieve Date of Commissioning beyond three
hundred and sixty-five (365) days of the expiry Commissioning Period;



 


		ii.	Corporation is in Material Breach of any of its obligations under this Agreement and such breach,
if capable of being remedied, has not been remedied for more than sixty (60) days;



 


		iii.	A resolution for voluntary winding up has been passed by the shareholders of Corporation;



 


		iv.	Any petition for winding up of Corporation has been admitted and liquidator or provisional liquidator
has been appointed or Corporation has been ordered to be wound up by Court of competent jurisdiction, except for the purpose of
amalgamation or reconstruction, provided that, as part of such amalgamation or reconstruction and the amalgamated or reconstructed
entity has unconditionally assumed all surviving obligations of Corporation under this Agreement.



 


		b)	First Party Event of Default:



 


Any of the following events shall constitute
an event of default by First Party ("First Party Event of Default") when not caused by a Corporation Event
of Default or Force Majeure Event:


 


		i.	First Party has failed to pay compensation to Corporation as per provisions of clause 4.2 and clause
6.2 for a period of 2 months;



 


		ii.	First Party is in Material Breach of any of its obligations under this Agreement that are more
specifically mentioned in clause 6.6 and clauses 13.2, 13.4 and 15.1, and has failed to cure such breach within sixty
(60) days of receipt of notice thereof issued by the Corporation;



 


		iii.	First Party has unlawfully repudiated this Agreement or otherwise expressed its intention not to
be bound by this Agreement.



 


		17.2.	Termination due to Event of Default



 


		a)	Termination for Corporation Event of Default:



 


		i.	Without prejudice to any other right or remedy which First Party may have in respect thereof under
this Agreement and subject to the existing rights of the Lenders (including the rights under clause 12.2 (b)), upon the occurrence
of a Corporation Event of Default, First Party shall be entitled to terminate this Agreement in the manner as set out under clauses
17.2(a)(ii), 17.2(a)(iii), 17.2(c), 17.2(d) and 17.2(f);



 


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		ii.	If First Party decides to terminate this
Agreement pursuant to preceding Sub-clause (i), it shall in the first instance issue Preliminary Notice to Corporation. Within
thirty (30) days of receipt of the Preliminary Notice, Corporation shall submit to
First Party in sufficient detail, the manner in which it proposes to cure the underlying Event of Default ("Corporation's
proposal to Rectify"). In case of non-submission of Corporation's Proposal of Rectify within the said period of thirty
(30) days. First Party shall be entitled to terminate this Agreement by issuing Termination Notice, if subsisting;



 


		iii.	If the Corporation's Proposal to rectify is submitted within the period stipulate therefore, Corporation
shall have further period of thirty (30) days to remedy / cure the underlying Event
of Default. If, however Corporation fails to remedy/cure the underlying Event of Default within such further period allowed First
Party shall be entitled to terminate this Agreement, subject always to the provisions of clause 12.2, by issue of Termination Notice,
if subsisting.



 


		b)	Termination for First Party Event of Default:



 


		i.	Without prejudice to any other right or remedy which Corporation may have in respect thereof under
this Agreement and subject to the rights of the Lenders, upon the occurrence of First Party Event of Default, Corporation shall
be entitled to terminate this Agreement by issuing Termination Notice;



 


		ii.	If Corporation decides to terminate this Agreement pursuant to preceding Sub-clause (i) it shall
in the first instance issue Preliminary Notice to First Party. Within thirty (30)
days of receipt of Preliminary Notice. First Party shall forward to Corporation its proposal to remedy / cure the underlying Event
of Default (the "First Party’s Proposal to Rectify"). In case of non-submission of First Party Proposal
to Rectify, within the period stipulated therefore, the Corporation shall be entitled to immediately terminate this Agreement by
issuing Termination Notice and sell its Project facilities of the MSW to Energy Complex to the First Party, and the First Party
will have to buy same within thirty (30) days, in accordance to the stipulations of 17.2(f)(i) or 17.2(f)(ii), depending on the
situation.



 


 


		iii.	If First Party Proposal to rectify is forwarded to the Corporation within the period stipulated
thereof, First Party shall have further period of thirty (30) days to remedy / cure
the Underlying Event of Default. If, however First Party fails to remedy/cure the underlying Event of Default within such further
period allowed, the Corporation shall be entitled to immediately terminate this Agreement by issuing Termination Notice and sell
its Project facilities of the MSW to Energy Complex to the First Party, and the First Party will have to buy same within thirty
(30) days, in accordance to the stipulations of 17.2(f)(i) or 17.2(f)(ii), depending on the situation.



 


 


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		c)	Termination Notice:



 


If a Party having become entitled to do so decides to terminate
this Agreement pursuant to the preceding Sub-clause (a) or (b), it shall issue Termination Notice setting out;


 


		i.	in sufficient detail the underlying Event of Default;



 


		ii.	the Termination Date which shall be a date occurring not earlier than sixty (60) days from the
date of Termination Notice;



 


		iii.	the estimated termination payment including the details of computation thereof; and



 


		iv.	any other relevant information



 


The Parties hereby agree that any Termination Notice shall
also be sent to all Lenders by registered post/courier and a public notice of default of the Corporation/First Party in leading
daily newspaper (of both English and French) of the city.


 


		d)	Obligation of Parties upon receipt of Termination Notice:



 


Following issue of Termination Notice by either Party, the
Parties shall, subject to the provision of the Financing Documents and the rights of the Lenders provided therein, promptly take
all such steps as may be necessary or required to ensure that;


 


		i.	until Termination the Parties shall, to the fullest extent possible, discharge their respective
obligations so as to maintain the continued operation of the Project Facilities;



 


		ii.	the Termination Payment, payable by First Party in accordance with the following sub-clause (f)
if paid to Corporation on the Termination Date, and



 


		iii.	the Project Facilities will be sold to the First Party by Corporation and transferred back to First
Party by Corporation on the Termination Date, free from any encumbrances, with the exception
of any Lender’s rights registered on the Project Facilities for financing reasons.



 


		e)	Withdrawal of Termination Notice:



 


Notwithstanding anything inconsistent
contained in this Agreement, if the Party who has been served with the Termination Notice cures the underlying Event of Default
to the satisfaction of the other Party at any time before the Termination occurs, the Termination Notice shall be withdrawn by
the Party which had issued the same, provided that the Party in breach shall compensate the other Party for any direct costs /
consequences occasioned by the Event of Default which caused the issue of Termination Notice.


 


		f)	Termination Payments:



 


		I.	Upon Termination of this Agreement on
account of First Party Event of Default, Corporation shall be entitled to the following termination payments:



 


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		i.	if the Termination occurs prior to the COD, then First Party shall pay Corporation Termination
Payment equivalent to the Development Costs incurred by Corporation and two hundred fifty
percent (250%) as penalty costs.



 


		ii.	if the Termination occurs after COD, then First Party shall pay Corporation as Termination Payment,
a sum equal to:



 


		a.	the total Development Cost of the Concept
(Technology, Research, Development, etc...) and the Project Facility, plus



 


		b.	two hundred fifty percent (250%) of the Project Facility
Development Cost subscribed in cash.



 


		II.	Upon Termination of this Agreement on account of Corporation Event
of Default First Party shall be liable to buy from Corporation the Project facilities of the MSW to Energy Complex, in conformity
to clauses 17.2(f)(i) or 17.2(f)(ii), and First Party shall be liable to ensure that the Lenders are duly notified of the Preliminary
Termination Notice and the Termination Notice and are involved in the resolution of the Corporation Event of Default and are given
due notice and opportunity to exercise their rights pursuant to the Financing Documents, clause 12.2 and Schedule X. In the event
of an issuance of a Preliminary Termination Notice on account of Corporation Event of Default, and if the Corporation Event of
Default is not cured and the Lenders fail to exercise or enforce or commence proceedings for
the exercise or enforcement of their rights (including security rights and Step-in Rights) pursuant to the relevant Financing Documents
and clauses 12.2 and 18.2, First Party shall have the right to Terminate this Agreement and take over the Project Facilities of
the MSW to Energy Complex by paying the Termination Payments in conformity to clauses 17.2(f)(i) or 17.2(f)(ii), depending on the
situation, assuming all obligations (debts/liabilities) to Lenders, whilst respecting the rights and interests of the Lenders and
Corporation shall be obligated to transfer the Project Facilities of the MSW to Energy complex, together with the encumbrances
created in favour of the Lenders under the Financing Agreements, in accordance with the provisions of clauses 12.2, 18.1 and 18.2
below provided; however, this shall not prejudice any right to receive payment from First Party that may have accrued to Corporation
prior to the Termination. However, upon such Termination due to Corporation Event of Default and in case Lenders do not exercise
their right to Substitute and decide to enforce security and encumbrances as per provisions of clauses 12.2, 18.1 and 18.2, the
First Party shall intervene to negotiate and assume liability or pay all monetary obligations due to Lenders, and assume title
of the Project Facilities, therefrom. Any amount remaining after satisfying Lenders dues shall be distributed to First Party, contingent
same does not have any outstanding obligations to the Corporation, due to the First Party’s acquisition of BioCrude’s
interest in the Project Facilities of the MSW-Energy complex.



 


		17.3.	Rights of First Party on Termination



 


Subject to the provisions of Article
17 or Article 19, upon Termination of this Agreement and after Corporation has received all the payments due from First Party under
this Agreement, First Party shall have the power and authority to:


 


		a)	enter upon and take possession and control of the Project Facilities;



 


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		b)	prohibit Corporation and any person claiming through or under Corporation from entering upon / dealing with the Project Facilities.



 


		17.4.	Accrued Rights of Parties



 


Notwithstanding
anything to the contrary contained in this Agreement, any termination of this Agreement shall be without prejudice to accrued rights
of either Party including its right to claim and recover money damages and other rights and remedies which it may have in law or
contract. The rights and obligations of either Party under this Agreement, including without
limitation those relating to the Termination Payment, shall survive the Termination but only to the extent such survival is necessary
for giving effect to such rights and obligations.


 


		18.	STEP IN RIGHTS



 


		18.1.	Lender’s Step In Right



 


The Parties agree that, notwithstanding
anything to the contrary hereinabove contained, before First Party can terminate this Agreement for a Corporation Event of Default,
it shall provide a copy of the Preliminary Notice to the Lenders of Corporation and the Lenders shall, in addition to any other
rights and security rights that the Lenders may have under the Financing Documents, take over and change the management
of Corporation and to take over the Plant, have the right to appoint a substitute entity to take over the Project Facilities and
the implementation of the Project under this Agreement provided however, that the Lenders shall exercise this right or commence
proceedings to exercise their rights, within a period of thirty (30) days from the receipt of Preliminary Notice. In the event
the Lenders do not appoint a substitute entity, within a period of 3 months commencing from the expiry of 30 days from the receipt
of Preliminary Notice, which may be extended for up to another Three (3) months by First Party at the request of the Lenders (Schedule
X). In the event the Lenders are not in a position to identify and appoint a substitute entity within the aforesaid period of Three
(3) months or any extension thereof, and First Party also does not proposes to take over the Plant, then the Lenders shall ensure
that, then they enforce and satisfy their security charges and other Encumbrances (including but not limited to by auctioning the
secured assets of the Plant excluding the land granted to Corporation by First Party) that they may have over the Plant and provide
the Vacant Possession of the Site to the First Party, in accordance with Article 19 below.


 


First Party shall, in the event such
a substitute entity is notified by the Lenders, not terminate this Agreement and will transfer this Agreement to such substitute
entity and the substitute entity shall thereafter implement the Project provided however,
the Lenders shall have no obligation to appoint a substitute entity and shall not in any manner be liable or responsible for the
Corporation Event of Default.


 


		18.2.	Termination Subject to Lender’s Rights



 


First Party hereby agrees that its
right to terminate this Agreement and obtain possession of the Project Facilities shall always be subject to the rights of the
Lenders and any Encumbrances created in favor of the Lenders under the Financing Documents and any agreement entered into by First
Party directly with the Lenders pursuant to clauses 13.4 and 18.2.


 


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		19.	TRANSFER AND HANDBACK OF PROJECT FACILITIES



 


Upon the completion and expiry
of the Term of this Agreement or early Termination of this Agreement, Corporation shall, after receiving all payments due from
First Party under this Agreement, either:


 


		a)	transfer, to First Party, the Plant (together
with the Project Facilities) and the Site, in a condition as may be mutually agreed to between the Parties, together with the right,
title and interest of Corporation;



 


		b)	in the event First Party does not want to take over the Plant, Corporation (or the Lenders, as
the case may be) shall hand back Vacant Possession of the Site, free from all physical structures of the Plant, to First Party,
without any additional compensation whatsoever.



 


In order to enable Corporation
(or the Lenders, as the case may be) to deliver Vacant Possession of the Site free from all physical structures of the Plant, an
additional period of six (6) months from the expiry or early termination of the Term of this Agreement shall be provided.


 


It is to be noted that on expiry
of the Term of this Agreement, if First Party wants the Plant, then the Payments to be made by First Party to Corporation will
be equal to "Market Value" of the Project facilities. In any case, before Handback of Project facilities, Corporation
will execute all such documents and writings as required for transfer of Project to First Party provided however, in the event
of early termination, if First Party wants the Plant, then the transfer of the Plant (including the Project Facilities) shall occur
together with any Encumbrances created in favour of the Lenders under the relevant Financing Documents. Corporation will also execute
all such documents and writings as required in that behalf. Corporation will also transfer / endorse all licenses, permissions,
permits or consents then existing in respect of the Project Facilities to First Party or issue the necessary no objections in that
regard or surrender such licenses, permissions etc. in favour of First Party.


 


For the sake of clarity, upon
handback of Project by Corporation to First Party, the employees of Corporation remain to be employees of Corporation only. First
Party shall not be responsible for taking over the management and control of Corporation and any acts and deeds of Corporation
in relation to the Project or otherwise.


 


In the event First Party is taking
over the Plant instead of insisting of delivery of Vacant Possession of the Site, it will, if necessary, have to enter into suitable
agreements with the owners of the technology being used in the Project Facilities for directly obtaining any necessary license
and right on non-exclusive and non -transferable basis, to continue to use the relevant technology only for the purposes of operation
and maintenance of the Plant.


 


For the purpose of this Article
19, "Book Value" is the value net of depreciation computed on straight-line basis as per the rates specified in
under “GAAP” or “IFRS” (“Generally Accepted Accounting Principles”,
or “International Financial Reporting Standards”, respectively).


 


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		20.	LIMITATION OF LIABILITY



 


		a)	First Party shall not be directly or indirectly
liable for any claims, liability, costs, expenses, damages and losses that may be sought by any third party in relation to any
default in the operation and maintenance of the Project Facilities and Corporation shall maintain suitable insurance against potential
third party liability arising in relation to the operation and maintenance of the Plant.



 


		b)	First Party hereby agrees that Corporation shall not have any liability (monetary or otherwise)
for Corporation Event of Default other than the obligation to transfer the Project Facilities to
First Party in accordance with the provisions of this Agreement, in the event of termination.



 


		c)	First Party hereby agrees that it is the owner of the lands constituting the Site and further that
First Party desires the construction, operation and maintenance of the Project Facilities and the Plant thereon for the purposes
of enabling the management, storage, processing and disposal of Municipal Waste. Consequently, First Party hereby agrees to indemnify
and hold Corporation harmless against any claims, liability, costs, expenses, damages and losses that Corporation may incur as
a result of any claim, litigation, action instituted by any third party against the use of the Site for the purposes of the development,
construction, operation and maintenance of any one or more of the Project Facilities or the Plant.



 


		21.	GOVERNING LAW AND DISPUTE RESOLUTION (ARBITRATION)



 


		21.1	Governing Law



 


This Agreement shall be governed by and construed
in accordance with the Laws of Canada.


 


		21.2	Amicable Settlement



 


		21.2.1	Either Party is entitled to raise any claim, dispute or difference of whatever nature arising under, out of or in connection
with this Agreement including its existence or validity or termination (collectively "Dispute") by giving a written
notice to the other Party, which shall contain:



 


	 	i.	 	a description of the Dispute;
	 	 	 	 
	 	ii.	 	the grounds for such Dispute; and
	 	 	 	 
	 	iii.	 	all written material in support of its claim.


 


		21.2.2	The other Party shall, within thirty (30) days of issue of dispute notice issued under clause 21.2.1, furnish:



 


	 	i.	 	counter-claim and defenses, if any, regarding the Dispute; and
	 	 	 	 
	 	ii.	 	all written material in support of its defenses and counter-claim.


 


		21.2.3	Within thirty (30) days of issue of notice by any Party pursuant to clause 21.2.1 or clause 21.2.2,
both the Parties to the Dispute shall meet to settle such Dispute amicably. If the Parties fail to resolve the Dispute amicably
within thirty (30) days of receipt of the notice referred to in the preceding sentence, the Dispute shall be referred to Dispute
Resolution in accordance with clause 21.3.



 


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		21.3	Dispute Resolution



 


		21.3.1	For all disputes that arise, the Disputes will be resolved by arbitration, and will respect the rules, regulations and procedures
thereto. The Disputes shall be resolved by arbitration under the Canadian Arbitration and Conciliation Act and its by-laws. Herein
under is the procedure to be followed:



 


		i.	The Arbitration tribunal shall consist of three (3) arbitrators to be appointed in accordance with
the Canadian Council of Arbitration Rules. Each of the parties will select an arbitrator and the two (2) arbitrators will select
the third (3rd) arbitrator.



 


		ii.	The place of arbitration shall be Canada. The language of the arbitration shall be English, with
official translation services in Grande Comore, Union of the Comoros.



 


		iii.	The arbitration tribunal's award shall be substantiated in writing. The arbitration tribunal shall
also decide on the costs of the arbitration proceedings and the allocation thereof.



 


		iv.	The arbitration decision (award) shall be approved as final and enforceable in any court having
jurisdiction in the country of the First Party, acknowledging and approving same, subject to the applicable laws thereto.



 


		21.4	Parties to Perform Obligations



 


Notwithstanding the existence
of any Dispute and difference referred to the Appropriate Commission or the arbitral tribunal as provided in clause 21.3 and save
as the Appropriate Commission or the arbitral tribunal may otherwise direct by a final or interim order, the Parties hereto shall
continue to perform their respective obligations (which are not in dispute) under this Agreement.


 


		22.	FORCE MAJEURE AND CHANGE IN LAW 



 


		22.1.	Force Majeure Event 



 


Any event lying beyond the reasonable
control of a Party and not brought about at the instance of the Party claiming to be affected by such event ("Affected
Party") which the Affected Party could not prevent or overcome despite having exercised due care and diligence and which
results in a Material Adverse Effect shall constitute a Force Majeure Event. Such events include any or all of Non Political Event,
Indirect Political Event and/or Political Event as defined below, provided they fulfill the requirements stated in the preceding
sentence, shall include, but not be limited to the following:


 


		a)	earthquake, flood, inundation and landslide;



 


		b)	storm, tempest, hurricane, cyclone, lightning, thunder or other extreme atmosphere disturbances;



 


		c)	fire caused by reasons not attributable to the Affected Party or its management;



 


		d)	acts of terrorism;



 


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		e)	strikes, labour disruptions or any other industrial disturbances not arising on account of the
acts or omissions of the Affected Party;



 


		f)	break down of the Plant or any part thereof;



 


		g)	action of a Government Agency having Material Adverse Effect including by not limited to:



 


		i.	acts of expropriation, compulsory acquisition or takeover by any Government Agency of the Project
/ Project Facilities or any part thereof or of Corporation's rights in relation to the Project;



 


		ii.	any judgment or order of a court of competent
jurisdiction made against Corporation or any
contractor appointed by Corporation for the purposes of the Project, in any proceedings which
is non-collusive and duly prosecuted by Corporation.



 


		iii.	any unlawful, unauthorized or without
jurisdiction refusal to issue or to renew or the revocation
of any Applicable Approvals, in each case, for reasons other than Corporation's or any
of its contractor's breach or failure in complying with the, Applicable Laws, Applicable Approvals,
any judgment or order of a Governmental Agency or of any contract by which Corporation or its contractor as the case may
be is bound.



 


War, hostilities (whether declared
or not) invasion act of foreign enemy, rebellion, riots, weapon conflict or military actions, civil war, ionizing radiation, contamination
by radioactivity, any nuclear waste, radioactive toxic explosion, and volcanic eruptions, amongst other reasons.


 


Provided that First Party's
inability to supply MSW wholly or in part from the aforementioned First Party Supply Area shall not constitute a Force Majeure
Event.


 


		22.2.	Notice of Force Majeure Event 



 


		a)	A soon as practicable and in any case within 7 days of the date of occurrence of a Force Majeure
Event or the date of knowledge thereof, the Affected Party shall notify the other Party and also the Project Engineer and the First
Party representative of the same setting out, inter alia, the following in reasonable detail:



 


		i.	the nature and extent of the Force Majeure Event;



 


		ii.	the estimated duration of the Force Majeure Event;



 


		iii.	the nature of and the extent to which, performance or any of its obligations under this Agreement
is affected by the Force Majeure Event;



 


		iv.	the measures which the Affected Party has taken or proposes to take to alleviate / mitigate the
impact of the Force Majeure Event and to resume performances of such of its obligations affected thereby; and



 


		v.	any other relevant information concerning the Force Majeure Event, and / or the rights and obligations
of the Parties under this Agreement.



 


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		b)	As soon as practicable and in any case within 5 days of notification
by the Affected Party in accordance with the preceding sub-clause (a), the Parties shall along with the Project Engineer and the
First Party representative meet, hold discussions in good faith and where necessary conduct physical inspection / survey of the
Project Facilities in order to:



 


		i.	assess the impact of the underlying Force Majeure Event;



 


		ii.	to determine the likely duration of Force Majeure Period and



 


		iii.	to formulate damage mitigation measures and steps to be undertaken
by the Parties for resumption of obligations the performance of which shall have been affected by the
underlying Force Majeure Event.



 


		c)	The Affected Party shall during the Force Majeure Period provide to the other Party and the Project engineer/ First Party representative
regular (not less than weekly) reports concerning the matters set out in the preceding sub-clause (b) as also any information,
details or document, which the other Party may reasonably require.



 


		22.3.	Performance of Obligations



 


If the Affected Party is rendered wholly or partially
unable to perform any of its obligations under this Agreement because of a Force Majeure Event, it shall be excused from performance
of such obligation to the extent it is unable to perform the same on account of such Force Majeure Event provided that:


 


		a)	due notice of the Force Majeure Event has been given as required by the preceding clause 22.1;



 


		b)	the excuse from performance shall be of no greater scope and of no longer duration than is necessitated by the Force Majeure
Event;



 


		c)	the Affected Party has taken all reasonable efforts to avoid, prevent, mitigate and limit damage, if any, cause or is likely
to be caused to the Project Facilities as a result of the Force Majeure Event and to restore the Project Facilities as a result
of the Force Majeure Event and to restore the Project Facilities, in accordance with the Good Industry Practice and its relative
obligations under this Agreement;



 


		d)	when the Affected Party is able to resume performance of its obligations under this Agreement, it shall give to the other Party
and the Project engineer and First Party representative written notice to that effect and shall promptly resume performance of
its obligations hereunder the non-issue of such notice being no excuse for any delay for resuming such performance;



 


		e)	the Affected Party shall continue to perform such of its obligations which are not affected by the Force Majeure Event and
which are capable of being performed in accordance with the Agreement;



 


		f)	any insurance proceeds received shall be, subject to the provisions of Financing Documents, entirely applied to repair, replace
or restore the assets damaged on account of the Force Majeure Event or in accordance with Good Industry Practice.



 


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		22.4.	Termination due to Force Majeure Event



 


		a)	Termination



 


If a Force Majeure Event, excluding events described
under clauses 22.1 (g), continues or is in the reasonable judgment of the Parties likely to continue beyond a period of One Hundred
and Twenty (120) days, the Parties may mutually decide to terminate this Agreement or continue this Agreement on mutually agreed
revised terms. If the Parties are unable to reach an agreement in this regard, the Corporation shall, after the expiry of the said
period of One Hundred and Twenty (120) days, be entitled to terminate this Agreement.


 


		b)	Termination Notice



 


If Corporation having entitled to do so, decides to
terminate this Agreement pursuant to the preceding sub-clause 22.4 (a), it shall issue Termination Notice setting out:


 


		i.	in sufficient detail the underlying Force Majeure Event;



 


		ii.	the Termination Date which shall be a date occurring not earlier than seven (7) days from the date of Termination Notice;



 


		iii.	any other relevant information



 


		a.	Obligation of Parties



 


Following issue of Termination Notice by the Corporation,
the Parties shall promptly take all such steps as may be necessary or required to ensure that;


 


		i.	the Payment, if any, payable by First Party in accordance with the terms of this Agreement paid
to Corporation on the Termination Date and



 


		ii.	Corporation receives the Insurance proceeds in accordance with the following clause (d) on or before
the Termination Date and



 


		iii.	The Project Facilities are handed over to First Party by Corporation on the Termination Date free
from all Encumbrances in accordance with provisions of the Article 19, to the extent applicable, respecting the rights and interests
of the lenders of the project.



 


		b.	Termination Payment



 


Upon Termination of this Agreement
due to a Force Majeure Event, First Party shall not be liable to pay to any Termination Payments to Corporation, unless the insurance
company refuses to make payment of claim.


 


		22.5.	Change in Law following signature of this contract



 


		a)	Following the signature of these presences, the First Party cannot modify, nor eliminate, nor adopt any law or by-law that
can affect or nullify this contract in whole or in part.



 


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		b)	The First Party is a party of this contract and is also the legislator of law in the country and
formally declares that no law, by-law will be adopted or eliminated, that will affect this contract, in whole or in part, for the
term of thirty (30) years, and for the option of renewal.



 


		23.	JURISDICTION



 


Subject to Article 21, only
the courts in Ontario, Canada shall have jurisdiction to try all disputes and matters arising out of an under this Agreement, after
reference to arbitration.


 


		24.	NO WAIVER OF RIGHTS AND CLAIMS



 


Any forbearance, toleration
or delay in invoking any of the rights or claims accruing in favour of any party under the terms of this Agreement shown or made
by such a party in whose favour such rights or claims might have vested by virtue of this Agreement shall neither constitute nor
be construed to be a waiver of such rights or claims accruing in respect of such a Party.


 


		25.	SCHEDULES AND ANNEXURES



 


All schedules and annexures
and other explanatory details attached to this Agreement shall be deemed to be a part of this Agreement.


 


		26.	SUPERCESSION OF EARLIER AGREEMENTS



 


This Agreement represents the
entire Agreement between First Party and Corporation and all agreements, correspondence, notes or any other document submitted
or understandings made or reached by and between the parties inter se in respect of the subject matter of these presents prior
to the date hereof shall be deemed to have been superseded and revoked on the execution of this Agreement.


 


		27.	NOTICES



 


Unless otherwise stated, notices
to be given under this Agreement including but not limited to a notice of waiver of Term, breach of any term of this Agreement
and termination of this Agreement, shall be in writing and shall be given by hand delivery/ recognized international courier, mail,
telex or facsimile and delivered or transmitted to the parties at their respective addresses set forth below:


 


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Name, Address, Tel. & Fax of First Party:


 


Gouvernorat de l’Île Autonome de la
Grande Comore


Route de Moroni-
Itsandra


Moroni, Île
Autonome de la Grande Comore, Union des Comores


 


(Attn: The
Honourable HASSANI Hamadi, Governor and/or


Mr. Mohamed
Abdou MLANAO, Commissaire à l’Environnement, à l’Urbanisme, au Développement Durable et à
l’Énergie, à l’Emploi, à l’Entreprenariat et à la Solidarité and/or Mr. Moustapha
Chamssoudine DADA, Mayor of Moroni)


 


Tel: +269 773
13 64; +269 773 84 77; +269 764 44 77


Fax: 


Email: sgg.ngazidja@gmail.com


Website: http://www.gouvernorat-ngazidja.com


 


Name, Address, Tel. &
Fax of Second Party (Corporation): 


 


BioCrude Technologies, INC.



1255 Phillips Square, Suite 605


Montreal, Quebec, Canada H3B 3G5


(Att: Mr. John Moukas, Chairman/CEO)


 


Tel: (877) 878-1268


Fax: (877) 778-1568


Email: jmoukas@biocrudetech.com


Website: http://www.biocrudetech.com


 


All notices under this Agreement
shall be in English or French.


 


		28.	LEGAL CHARGES



 


The prescribed legal charges for execution of this
Agreement and such other agreements as are contemplated hereinabove shall be borne by Corporation.


 


		29.	COUNTERPARTS



 


This Agreement may be executed in six (6) counterparts,
each of which when executed and delivered shall constitute an original of this Agreement but shall together constitute one and
only one Agreement.


 


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		30.	ASSIGNMENT & CHARGES 



 


		30.1	Assignments



 


This Agreement shall be binding upon, and inure to
the benefit of the Parties and their respective successors and permitted assigns. The Corporation can assign (sell/transfer) this
agreement to any affiliate, holding, third party or Lenders by simply notifying Assignor of same. This Agreement and the other
Project Documents shall continue to remain valid and binding on such successor of assignment (sell/transfer).


 


For further clarity and notwithstanding anything contained
above in this clause, the Corporation shall not require any prior approval of the First Party for assigning its rights and obligations
under this Agreement.


 


		30.2	Permitted Charges



 


30.2.1      Notwithstanding anything contained in clause 30.1, the Corporation shall not require any prior approval of the First Party for
creating any encumbrance, right, title, or interest over all or part of the receivables, Payment Mechanism or the Project Facilities
and/or the other assets of the Project and/or the Project Documents in favour of the Lenders or the Lender's Representative on
their behalf, only for the purposes of carrying out the obligations under this Agreement, as security for:


 


		a)	amounts payable under the Financing Agreements; and



 


		b)	any other amounts agreed by the Parties,



 


		30.2.2	clause 30.1 does not apply to:



 


		a)	liens arising by operation of law (or by an agreement evidencing the same) in the ordinary course
of the Corporation carrying out the Project;



 


		b)	pledges of goods, the related documents of title and / or other related documents, arising or created
in the ordinary course of the Corporation carrying out the Project; or



 


		c)	security arising out of retention of title provisions in relation to goods acquired in the ordinary
course of the Corporation carrying out the Project.



 


		31.	NO PARTNERSHIP



 


Nothing herein contained shall be construed to constitute
a partnership between First Party and Corporation, or to constitute either party as the agent of the other and neither party shall
hold itself out as such.


 


		32.	SEVERABILITY



 


If any provision of this Agreement shall be declared
illegal, void or unenforceable, the same shall not affect the other provisions herein which shall be considered severable from
such provision and shall remain in full force and effect.


 


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		33.	REPRESENTATION AND WARRANTIES



 


		33.1.	Representation and Warranties of First Party (Schedule IX)



 


		33.2.	Representation and Warranties of Corporation (Schedule IX)



 


		33.3.	General Continuing Guaranty



 


		33.3.1	Guaranty of Obligations 



 


Guarantor unconditionally, absolutely
and irrevocably guarantees and promises to pay to Corporation, on order or demand, in lawful money of American (US) dollars, any
and all indebtedness and obligations of First Party to Corporation and the payment to Corporation of all sums which may be presently
due and owing to Corporation from First Party under this Agreement, and by extension, the renewal option. The terms indebtedness
and obligations are (hereinafter collectively referred to as the Obligations) used herein in their most comprehensive sense and
include any and all advances, debts, obligations and liabilities of First Party, heretofore, now, or hereafter made, incurred or
created, whether voluntarily or involuntarily, and however arising whether due or not due, absolute or contingent, liquidated or
unliquidated, determined or undetermined, whether First Party may be liable individually or jointly with others, whether recovery
upon such indebtedness may be or hereafter becomes barred by any statute of limitations or whether such indebtedness may be or
hereafter becomes otherwise unenforceable, and includes Corporation’s prompt, full and faithful performance regarding the
execution of these presences. The Guarantor will allow the Corporation to seize and sell its assets (including marketable commodities)
up to amount of the monetized default (monies owed), in the case that the Guarantor does not have the capacity to execute payment
of its defaulted obligations.


 


		33.3.2	Continuing Guaranty 



 


This General Continuing Guaranty
is a continuing guaranty which shall remain effective until this Guaranty has been expressly terminated and relates to any obligations
including those which arise under successive transactions which shall either continue the Obligations from time to time or renew
them after they have been satisfied. Any such termination shall be applicable only after written notice to Corporation, and only
to transactions having their inception prior to such date. No termination shall be effective until such time as First Party is
no longer committed or otherwise obligated to make any payment to Corporation. In the absence of any termination of this Guaranty,
Guarantor agrees that nothing shall discharge or satisfy its obligations created hereunder except for the regular full payments
till the termination of these presences.


 


		33.3.3	Rights are Independent



 


Guarantor agrees that it is
directly and primarily liable to Corporation, that the obligations hereunder are independent of the obligations of First Party
and that a separate action or actions may be brought and prosecuted against Guarantor, whether action is brought against First
Party or whether Corporation is joined in any such action or actions. Guarantor agrees that any releases which may be given by
First Party to Corporation or any other guarantor or endorser shall not release it from this Guaranty.


 


		33.3.4	Default



 


In the event that any bankruptcy,
insolvency, receivership or similar proceeding is instituted by or against Guarantor and/or the First Party or in the event that
either the Guarantor or Corporation become insolvent, make an assignment for the benefit of creditors or attempt to effect a composition
with creditors, or if there be any default
under the Agreement (whether declared or not), then, at First Party election, without notice or demand, the Obligations of Guarantor
created hereunder shall become due, payable and enforceable against Guarantor whether or not the Obligations are then due and payable.


 


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		33.3.5	Indemnification



 


Guarantor agrees to indemnify
Corporation and hold Corporation harmless against all obligations, demands and liabilities, by whomsoever asserted and against
all losses in any way suffered, incurred or paid by First Party as a result of or in any way arising out of, following or consequential
to transactions with First Party whether under the Agreement, or otherwise, and also agrees that this Guaranty shall not be impaired
by any modification, supplement, extension or amendment of any contract or agreement to which First Party and Corporation may
hereafter agree, nor by any modification, release or other alteration of any of the Obligations hereby guaranteed or of any security
therefore, nor by any agreements or arrangements whatever with First Party or anyone else.




 


		33.3.6	Waiver of Defenses



 


Guarantor hereby waives any
right to assert against Corporation as a defense, counterclaim, setoff on cross claim, any defense (legal or equitable), setoff,
counterclaim and claim which Guarantor may now or at any time hereafter have against Corporation and any other party liable to
First Party in any way or manner.


 


Guarantor hereby waives all
defenses, counterclaims and offsets of any kind or nature, arising directly or indirectly from the present or future lack of perfection,
sufficiency, validity or enforceability of the agreements or any security interest thereunder.


 


Guarantor hereby waives any
defense arising by reason of any claim or defense based upon an election of remedies by First Party, which, in any manner impairs,
affects, reduces, releases, destroys or extinguishes Guarantors subrogation rights, rights to proceed against First Party for reimbursement,
or any other rights of the Guarantor or against any other person or security, including, but not limited to, any defense based
upon an election of remedies by First Party under the provisions of applicable law. Guarantor waives all presentments, demands
for performance, notices of nonperformance, protests, notices of protests, notice of dishonor, notices of default, notice of acceptance
of this Guaranty, and notices of the existence, creating or incurring of new or additional indebtedness, and all other notices
or formalities to which Guarantor may be entitled.


 


		33.3.7	Waiver of Jury Trial



 


Guarantor waives any right
to a jury trial in any action hereunder or arising out of First Party transactions with Corporation.


 


If a Dispute arises out of
or in connection with any claims regarding the current article, such Dispute shall be resolved by arbitration, as defined hereinabove
in Article 21. In the event of such Dispute remaining unresolved, any party to such Dispute may refer the matter to registrar under
the Rules of the Canadian Council of Arbitration.


 


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		33.3.8	Waiver of Rights of Subrogation



 


The Guarantor shall have no right
of subrogation, reimbursement, exoneration, contribution or any other rights that would result in the Guarantor being deemed a
creditor of First Party under Bankruptcy Code/law or any other law or for any other purpose and the Guarantor hereby irrevocably
waives all such rights, the right to assert any such rights and any right to enforce any remedy which Guarantor may now or hereafter
have against First Party and hereby irrevocably waives any benefit of and any right to participate in, any security now or hereafter
held by First Party, whether any of the foregoing rights arise in equity, at law or by contract.


 


		33.3.9	Financial Condition of First Party



  


Guarantor is presently informed of the financial condition of
the First Party and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment
of the Obligations. Guarantor hereby covenants that it will continue to keep itself informed of First Party financial condition
and of all other circumstances, which bear upon the risk of nonpayment. Absent a written request for such information by the Guarantor
to First Party, Guarantor hereby waives its right, if any, to require, and First Party is relieved of any obligation or duty to
disclose to Guarantor any information which First Party may now or hereafter acquire concerning such condition or circumstances.


 


		33.3.10	Termination



 


The Guarantor obligation under this Guaranty shall continue
in full force and effect until First Party Obligations are fully paid, performed and discharged and Corporation gives the Guarantor
written notice of that fact. First Party Obligations shall not be considered fully paid, performed and discharged unless and until
all payments by First Party to Corporation are no longer subject to any right on the part of any person whomsoever; including but
not limited to Corporation, or any trustee or receiver in bankruptcy, to set aside such payments or seek to recoup the amount of
such payments, or any part thereof. The foregoing shall include, by way of example and not by way of limitation, all rights to
recover preferences voidable under the provisions of law, established herein. In the event that any such payments by First Party
to Corporation are set aside after the making thereof, in whole or in part, or settled without litigation, to the extent of such
settlement, all of which is within First Party discretion, Guarantor shall be liable for the full amount First Party is required
to repay plus costs, interest, attorneys’ fees and any and all expenses which Corporation paid or incurred in connection
therewith.


 


		33.3.11	Successors and Assigns



 


This Guaranty shall be binding upon the successors and assigns
of the Guarantor and shall inure to the benefit of Corporation successors and assigns.


 


		33.3.12	Modifications



 


This Guaranty cannot be modified
orally. No modification of this Guaranty shall be effective for any purpose unless it is in writing and executed by an officer
of Corporation authorized to do so. All prior agreements, understandings, representations and negotiations; if any, are merged
into this Guaranty.


 


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		33.3.13	Joint and Several Responsibility



 


In all cases where the word Guarantor is used in this Guaranty,
it shall mean and apply equally to each and all of the individuals and/or entities, which have executed this Guaranty. All of the
obligations of the Guarantor hereunder shall be joint and several.


 


		33.3.14	No Consequential or Indirect Losses



 


The liability of the Corporation and the First Party shall be
limited to that explicitly provided in this Agreement. Provided that notwithstanding anything contained in this Agreement, under
no event shall the First Party or the Corporation claim from one another and indirect or consequential losses or damages.


 


		34.	COMMERCIAL AGREEMENT



 


First Party hereby recognizes that this is a commercial
act being undertaken by First Party and that it hereby unconditionally and irrevocably:


 


		a)	waives any right of immunity, sovereign or otherwise and



 


		b)	agrees that should any proceedings be brought against it or its assets in relation to this Agreement
or any transaction contemplated by this Agreement no immunity, sovereign or otherwise, from such proceedings, execution, attachment
or other legal process shall be claimed by or in behalf of itself or with respect to any of its assets.



 


IN WITNESS WHEREOF the parties hereto have placed
their respective hands and seals hereto on the day and year first herein above mentioned.


 


SIGNED, SEALED AND DELIVERED BY: FIRST PARTY


 


GOUVERNORAT DE L’ÎLE AUTONOME DE LA
GRANDE COMORE


 


The Honourable HASSANI Hamadi, Governor


 


Signature: _____________________________________


 


Date: ___________/__________/ 2016


 


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COMMISSARIAT À L’ENVIRONNEMENT,
À L’URBANISME, AU DÉVELOPPEMENT DURABLE ET À L’ENERGIE, À L’EMPLOI, À L’ENTREPREUNARIAT
ET À LA SOLIDARITÉ


 


Mr. Mohamed Abdou MLANAO, Commissioner


Signature: _____________________________________


Date: ___________/__________/
2016


 


COMMISSARIAT A LA SECURITE INTERIEURE, A LA FONCTION
PUBLIQUE, A L’ADMINISTRATION DES COLLECTIVITES TERRITORIALES DECENTRALISEES, A LA REFORME ADMINISTRATIVE, CHARGE DE
L’INFORMATION


 


Ms. Maissara Adam MONDOHA,
Commissioner


 


Signature: _____________________________________


 


Date: ___________/__________/
2016


 


COMMISSARIAT AUX FINANCES, AU BUDGET,
A L’ECONOMIE, AU COMMERCE INTERIEUR, A L’INDUSTRIE, AU PLAN, CHARGE DE LA PROMOTION DES INVESTISSMENTS


 


Mr. Said Ahamada YOUSSOUF,
Commissioner


 


Signature: _____________________________________





 


Date: ___________/__________/ 2016


 


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VILLE DE MORONI


 


Mr. Moustapha Chamssoudine DADA, Mayor


 


Signature:
_____________________________________




 


Date:
___________/__________/ 2016


 


SIGNED, SEALED AND DELIVERED BY: SECOND PARTY


 


FOR BIOCRUDE TECHNOLOGIES, INC (CORPORATION)


 


Mr. John MOUKAS, Chairman & CEO


 


Signature: _____________________________________


 


Date: ___________/__________/ 2016


 


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SCHEDULE I


SITE IDENTIFICATION, PLAN, MAPS AND
PHOTOS OF SITE


 





  


Map 1: Location of the site Ndadji
Leni-Itzoundsou


  


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Photos: Rugged Terrain and landscape
of the site Ndadjilani Itsoundzou


 





 


Photos: Soil definitions and landscape
of the site Ndadjilani-Itsoundzou


  


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Photos: vegetation on the site
of Ndadjileni-Itsoundzou


 


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Map 2: Site Map (defined) of Ndadjileni-Itzounsou


 


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SCHEDULE II


Specificities and Issues of Interest
concerning the Site


 


The socio-demographic characteristics:


 





 


Map 3: Cities and demography in
the project's zone of influence


 


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There are no villages or dwellings within the
vicinity of the site. At present, human demographics within or in the site's immediate space environment is non-existent, but issues
regarding demographics throughout its area of influence or the geographical influence can be addressed concerning waste management
in the Ndadjileni site.


 


This influence has been studied and well defined
by the administrative bodies of the prefectures of Moroni-Bambao, Itsandra-Hamanvou, Oichili-Dimani. Table 1 shows population metrics
by prefecture depicting that with high population growth, an overproduction of waste is generated which will necessitate an even
more pressing need to find an ecologically sustainable management solution for same.


 


Map 3 refers to all of the population (and
density) of municipalities, spread over the spatial extent of the encompassing prefectures/localities. The most populated localities
that are in the project's zone of influence are Koimbani, Batsa, ntsoudjini, Itsandra, salimani, Tsidjè and Moroni. When
one considers that the entire space of the island could use the site, it can be noted on (Map 3) that the most populated cities
to provide more waste after Moroni would be Iconi, M'Dé, Ounkazi and Mvouni, amongst other distant Areas.


 


The site granted to BioCrude Technologies,
Inc. by the Governmental Authorities of the Autonomous Island of Grande Comore was donated by owners of private land 


 


Le domaine identifié ici appartient
à des propriétaires terrains privés ressortissant des villages riverains. Ainsi, pour le cas de Ndadjileni,
ce refus de la population sur l’occupation du site semble ne pas pouvoir se poser (en vertu de la maxime populaire «
pas dans ma cour ») puisque qu’il a été concédé par la population elle-même (les
propriétaires) au Gouvernement. Un acte de donation a été établi (voir annexe) et il s’avère
urgent qu’il soit finalisé, que le site soit sécurisé foncièrement selon les lois comoriennes.


 


Physical and biophysical conditions 


 


	Parameters	 	Summer austral	 	Winter austral
	Periods	 	November - April	 	May - October
	Average Temperature	 	24°C - 28°C	 	23°C - 27°C
	Wind	 	Wind Monsoon N/NW	 	Wind SE
	Rainfall	 	Important	 	Minimal
	Humidity	 	High	 	Low


 


Tableau 1: Climatic Characteristics in Comoros


(Source: General Planning Commission)


 


Comoros belongs to the humid tropical zone
under oceanic influence characterized by two main seasons: a hot rainy season covered by the northwest monsoon from November to
April and a cool dry season dominated by trade winds from the southeast from May to October. During the year, the daily temperature
variations are low. During the austral summer, they vary between 24 and 28°C and in winter between 23 and 27°C. This is
because the sea, unlike the continent, enacts a slow inertia temperature control role on the coast.


 


Rainfall is one of the most important parameters
of the Comoros climate and also the essential factor of the hydrological regime of the region. This parameter is very variable
in time and in space. With an abundant rainfall, the average annual rainfall varies between 1,400 and 5,900 mm (dependent upon
surface characteristics exposure and altitude) and is concentrated within a few months of the year. Three areas in the Comoros
stand out in particular we notice the contrasts between rainfall, front and down winds, and depending on altitude:


 


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		-	Southwest of “Karthala”, an average rainfall of 3,000 mm in the wet season and 2,600
mm in the dry season;






		-	The southeast, an average rainfall of 1,100 mm in the wet season and 250 mm in the dry season;






		-	On the heights of “La Grille” (North Island), an average rainfall of 1 900 mm in the
wet season and 700 mm in the dry season.



 


The annual average humidity is around 85%, plus or minus 5%.


 


The prevailing winds in the area blow from the north and northwest,
i.e. from the coast to the interior, with a force of up to 26 meters/second. The time of year where winds are the strongest lasts
from November to April.


 


It is important to describe the meteorological
factors in the zone of interest. These factors strongly affect the dispersion of pollutants in the atmosphere. The lack of wind
promotes pollution; wind direction determines the directional propagation of same. The atmospheric stability is related to the
vertical gradient of the temperature and the high humidity and precipitation result in dilution of these particles (pollutants)
within the soil.


 


Geology and regional circumstances (volcano-tectonic)



 


The island of Grande Comore is practically
covered, for the most part, with volcanic material, namely Quaternary (Map 2). They are made in all of compacted rock or by blackish
gray or gray iron vacuoles, or basalts. The most characteristic formations are cast slag and slabs, thin layers of volcanic projections
and adventitious cone projections. This is the case of the massif of “La Grille” and the Massif of “Karthala”.
The massive of “Mbadjini” (Miocene), located in extreme south, as well as the terrain are highly altered via weathering
conditions into ferrallitic and clay soils.


 


The massif of “La Grille” in the
north is connected to “Kartala” by the plateau of “Diboini” with an average altitude of 500-600m (and at
some points with altitudes of 1,087m). It is marked by the presence of a dome (top) surrounded by a multitude number of smaller
cones.


 


All volcanic flows coming from the slopes of
“Karthala”, “La Grille” and adventitious volcanoes submerged to form small coastal plains. These small
coastal plains, which stretch for approximately two kilometers at the south of Moroni, have basalt formations. These basalts, most
probably developed on top of coral reefs. In the east, at the slopes of “Karthala”, the coastal plain formations extend
and plunge almost directly into the sea and are approximately a few hundred meters wide.


 


Lithographic analysis of casts, cut within
deep bored holes/wells, consistently show repetitive, well defined layered successions, from top to bottom, with the following
characteristics:


 


		Ø	Basalt pebble floors marking an ancient
topographic surface, 






		Ø	highly permeable and highly porous surface
slag castings, 



		Ø	Compacted, cracked, or less permeable
and less porous than the slag basalts. 



 


It should also be noted that almost all of
Grande Comore is affected by a double fracture system in the Nord -West / South-East and North-South directions. Around the “Kartala”
area, there is a multitude number of rotationally symmetrical fault zones, with, most probably, the source being from calderas
(volcanic craters), which are oriented in North-North West and South-South East directions.


 


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Map 4: Volcano and well locations
on the island of Njazidja


 


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Map 5: Volcano tectonic locations
of the Ndadjileni-Itsoundzou site


 


Located in the plateau of “Diboini” (Map 4), the site
area is marked by the presence of numerous volcanic cones and flows from “Karthala”, “La Grille” and adventitious
volcanoes. The area is practically all covered with volcanic materials consisting of quaternary, blackish or iron gray vacuoles,
basalts and solid rock. The most characteristic formations are cast slag, volcanic ash (pozzolan) and the adventitious cone projections.
It can also be noted that the alignment of volcanic cones reveal that the area is affected by a double fracture system, one in
the North-West/South-East direction and the other North-South direction.


 


Nota Bene : BioCrude Technologies,
Inc. accepts the Ndadjileni- Itsoundzou site, as proposed by the Governmental Authorities of the Autonomous Island
of Grande Comore, conditional on BioCrude’s verification (by its own experts) of the potential dangers that exist on the
site, due to and the presence of a double fracture system within the tectonic plates and induced volcanic activity that could affect
the existence and sustainability of the Municipal Solid Waste to Energy complex in the future within the site. If BioCrude’s
experts detect a potential danger for the complex in the future because of the aforesaid, the Governmental Authorities of the Autonomous
Island of Grande Comore will submit a new site for the development and construction of the Municipal Solid Waste to Energy complex
and its annexes, within 90 days, following BioCrude’s notice to same.


 


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Permeability


 


The extreme permeability of volcanic deposits
is due to the cracking of lava, the presence of tunnels and caves within the deposits, and layers of slag covering the lava flows.
This highly permeable nature of volcanic deposits facilitates saltwater intrusion.


 


The saltwater infiltration rate is determined
by several factors: distance to the sea, the permeability of the aquifers; rainfall (filling of the aquifer), the existence of
preferential groundwater flow.


 


The site area has a large permeability.


 


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The hydrological situation


 





 


Map 6: Hydrography and location
of wells


 


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Despite the importance of rainfall in Grande
Comore, there are no permanent rivers. The rains hardly produce runoff, they seep into the lava and slag castings. It is during
the rainy seasons that temporary streams originate. It should be noted (Map 5) that the steep slopes of “Karthala”
in the Southeast, is the only region where there is a real temporary water system that somewhat develops due to altered low permeability
areas, preventing infiltration and causing surface runoff. Similarly, on the southwest slopes, with very heavy rainfall, there
are only few thalwegs with irregular flows. There, the heavy rains cause runoff for hours, despite the high permeability layers.
There are no surface water resources outside of rainfall.


 





 


Map 7: Topography and hydrographic
situation around the site of Ndadjileni-Itzounsou


 


However, it should be noted that the site is
located on a low base belonging to the “Dibouani” watershed (Map 7 & Map 8) and surrounded on both sides by small
hills. Despite the very significant infiltration due to the high permeability of the volcanic base, discharged water, more particularly,
surface and leachate waters must be captured.


 


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Groundwater deposits are totally influenced by the land characteristics
that distinguish three hydrogeological areas:


 


		Ø	The old “Badjini” in the South
has weathered basalt formations where they formed clay ferralitic soils and recent lava flows from the slopes of “Karthala”
overlap the said formations. In the rainy season, the area is rich in mineral sources. In this area, the clay layers protect aquifers
from seawater infiltration. 






		Ø	The coastal region from the rest of the
island is formed by most recent lava flows is highly permeable and contains exploitable aquifers. This deep base of groundwater
flows primarily to the sea by these underwater navigation sources (aquifers). 






		Ø	The higher parts of the island where groundwater
exists are not well known and/or studied. 



 


Observable phenomena from the surface show that on most of the island,
basalts/land formations are highly permeable and that the filling of the deep aquifers is widespread in the island except in “Badjini”
and that of the largest part of the South East region of “Karthala”. In addition, we can note from the the volcanic-tectonic
map:


 


		Ø	fractures along the spine of the island,
North South to North of “Karthala” and South East towards “Badjini”, 






		Ø	Radial fractures around massives of “Karthala”
and “La Grille”. 



 


The combination of these fractures, emphasized
by the adventitious volcanic cones and their role in the movement of groundwater is unknown.


 


Referring to the wells drilled to supply the
water needs of Moroni and the International Airport of Hahaya, as well as the PNUD project wells (Map 5), the amount of gathered
information helps us to understand the phenomena involved in the dynamism of groundwater network flow without piezo-metric maps.


 


By taking advantage of the permeability and
porosity of recent volcanic rocks, groundwater (Map 5) becomes a mise- en-cause from the infiltration of rainwater. Fresh lava
is very permeable and displays an interactive semi fluid base with certain characteristics and features, in relation to sea tides,
which are as follows:


 


		Ø	The hydraulic gradient is very low. The
laterally extensive blanket of lava is almost horizontal. The depth of the well to reach the sheet layer of lava is almost equal
with the altitude of the slope, 



		Ø	Changes in sea levels, with an amplitude
of around 2 meters, affects the internal characteristics of the sheet lava. 



 


The values obtained for the transmissivity
(assuming the storage coefficient equal to 0.1) are very high, 1 to 50 m2 (good alluvial aquifers have a transmissivity of
1 to 5.102 m2 / s).


 


The hydrogeological characteristics of the
island of Grande Comore make the currently exploited aquifers become strongly influenced by marine lifts. According to data from
the literature on wells and experimental analysis, half of the resource points are salt water, beyond the generally accepted standards
of potability. All available data show saline water with conductivities greater than 1100 μS/cm (with few rare exceptions).


 


The Ndadjileni site is located on the upper
parts of the island where the conditions of groundwater existence are still not well understood. However, geological and tectonic
characteristics of the area (permeable fresh lava, double fracture developments, rapid infiltration of rainwater), reveal the existence
of a deep base sheet layer which flows to the sea.


 


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Soil conditions


 


The soil classification has been modeled by
the origin of volcanic substratum and tectonic activity. Thus, according to the age of the volcanic substratum, two main classifications
of soils can be transformed by the effects of local relief:


 


		Ø	Ferrallitic soils related to an ancient
pedogenesis of ancient basaltic soils. 






		Ø	Andosols
from recent lava flows consist of alternations of slag and volcanic ash. Depending on the degree of their development, they are
more or less thick, but generally limited in depth by the emergent or slightly altered rock. They are characterized by a porosity
of up to 90%, a high organic content and high permeability unlike lateritic soils. These soils predominate
in the Grande Comore. 



 


On the site of Ndadjileni, observable
phenomena is evident from the surface since same has andosols from recent lava flows consisting of mostly slag alternations of
volcanic ash (cinerites), which are fine, relatively permeable and pozzolan. Depending on the degree of their development, they
are more or less thick, but generally limited in depth by the emergent or slightly altered rock. They are characterized by a porosity
of up to 90%, a high organic content and high permeability. The results of studies show that the soil type is based on the substantial
thickness of layers of lava and their transmissivity is between 0.3 m2 / s and 0.01 m2 / s.


 


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SCHEDULE III


[Description of the Site]


 


		§	The Ndadjiléni-Itsoundzou
site site is located northwest of Chamadani which culminates at an altitude around 950m. It belongs to the prefecture Itsandra-Hamanvou
and is under the administration of the municipality of Mbadani. Its border towns are Hamanvou, Isahara, Oichili-Yadjou, Oichili-Yamboini.




 


		§	The site is accessible by a dirt track
fitted with an average width of 10m and a distance of 1.5km from the National Road RN4. 



 


		§	There is a lack of housing in the perimeter
and the nearest neighboring villages are at a minimum distance of 3.5 km. There are five main sparsely populated coastal villages
that are in the same western side of the island, which are: Bangabani, Vanadjou, Mabadani, Dzahadjou, Bahani. The steering committee
involved in the identification and the granting of the site for the construction of waste treatment complex is composed of members
from the five villages. 



 


		§	the Ndadjileni Itsounzou-site is: 



 


		-	3.5 km from the village of Bahani



		-	4.5 km from the village Dzahadjou



		-	5 km from the village of Mhandani



		-	4.5 km from the village of Vanadjou



		-	6 km from the village of Bangabani



 


		§	The geographic site location on the map
(see Map 1) allows one to observe two other villages as close as those mentioned above. These are the villages of Irohè
and Boueni, located 3.5 km and 3.8 km from the site, respectively. These two villages belong to the municipality of Yadjou Oichili-administered
by the prefecture-Oichili Dimani, and are on the eastern side of the island. 



 


		§	The Distance from Moroni, going via Ntsoudjini
to the point of intersection between the access road to the site and the National RN4, measures 12.5 km. 



 


For the transfer of waste accumulated
in Moroni to the site (hosting the proposed MSW to Energy complex), dump trucks will pass through the towns of Itsandra to Bandamadji,
Dzahari II Ouellah and Sima


 


Topography and terrain


 


Following volcanic activities which have occurred
during several periods of time, the island of Grande Comore is entirely made up of volcanic and coral rocks. This volcanic rock
gives the terrain its very rugged topography with two mountain ranges (Map 8): the “Karthala”, summit rises to 2,361
m and “La Grille”, in the northern part of the island, summit rises to 1,087 m. Both are connected by the “neck
of Dibwani”, a massive continuum pathway with an altitude of about 500 m. The Mbadjini plateau in the south is the oldest
part of the island.


 


The relief is less marked by erosion activity,
except at “Badjini”. Furthermore, it is characterized by the presence of numerous cones and/or basalts.


 


The Ndadjileni site belongs to the “Diboini”
plateau where the terrain is relatively flat compared to the rest of the island. It is manifested by a mild or moderate slope towards
the sea, with a well-marked valley and small hills. It is at an altitude of about 750 m.


 


On the macroscopic scale (photo 1, Map 2),
the site is characterized by very rugged terrain with certain points rising to over 780m in altitude and bases stemming around
720 m. Encompassing an area of 13 hectares, the Ndadjileni site hosts a pit, giving the appearance of a sloping terrain from the
southeast towards the northeast, with an area of approximately 3.5 ha.


 


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Carte 8 : Topographie et relief
de l’île de la Grande Comore


 


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Nota Bene: The Governorate
of the Autonomous Island of Grande Comore is responsible for providing access to the site (about 1.5 km) from the
main roadway. The access path from the main roadway to the site will be covered with asphalt / pavement in order to allow heavy
vehicles to easily and safely navigate through the pathway to the site. The work must be executed using internationally recognized
standards (materials and construction) by the Governorate of the Autonomous Island of Grande Comore and at its own expense.


 


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SCHEDULE IV


MSW SUPPLY AREA


DEFINITION OF “First Party SUPPLY
AREA”


 


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SCHEDULE V


LAND LICENSE AGREEMENT


DEFINITION OF “LICENSE AGREEMENT”


 


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LAND
LEASE AGREEMENT


 





 


GOUVERNORAT
DE L’ÎLE AUTONOME DE LA GRANDE COMORE


 





 



 


BIOCRUDE
TECHNOLOGIES, INC.


 





 


	AGREEMENT REFERENCE:	BIOCRUDE/MCMUC/MSW-LLC/CA/2016/1
	 	 
	TRANSACTION CODE:	BCT/MCMUC/MORONI/COMORES/1
	 	 
	CONTRACT GENERATION:	01


 


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LAND
LICENSE AGREEMENT


 


THIS LICENSE AGREEMENT is made and effective the __th
day of December, 2016.


 


	AGREEMENT REFERENCE:	 	BIOCRUDE/MCMUC/MSW-LLC/CA/2016/1
	 	 	 
	TRANSACTION CODE:	 	BCT/MCMUC/MORONI/COMORES/1
	 	 	 
	CONTRACT GENERATION:	 	01
	 	 	 
	FIRST PARTY:	 	Gouvernorat de l’Île Autonome de la Grande Comore, a Statutory Body constituted under Comorian Law, (hereinafter referred to as “MCMUC”, which expression shall, unless repugnant to the context or meaning thereof, mean and include its successors and assigns) and having its office at Route de Moroni- Itsandra, Moroni, Autonomous Island of Grande Comore, Union of the Comoros, duly represented by the Governor, The Honourable Mr. HASSANI Hamadi, by virtue of resolution ad hoc;
	 	 	 
	 	 	Commissariat à l’Environnement, à l’Urbanisme, au Développement Durable et à l’Énergie, à l’Emploi, à l’Entreprenariat et à la Solidarité, a Statutory Body constituted under Comorian Law, (which expression shall, unless repugnant to the context or meaning thereof, mean and include its successors and assigns) and having its office at Route de Moroni- Itsandra, Moroni, Autonomous Island of Grande Comore, Union of the Comoros, duly represented by the Commissioner, Mr. Mohamed Abdou MLANAO, by virtue of resolution ad hoc;
	 	 	 
	 	 	Commissariat à la Sécurité intérieure, à la Fonction Publique, à l’Administration des Collectivités Territoriales Décentralisées, à la Réforme Administrative, chargé de l’Information, a Statutory Body constituted under Comorian Law, (which expression shall, unless repugnant to the context or meaning thereof, mean and include its successors and assigns) and having its office at Route de Moroni- Itsandra, Moroni, Autonomous Island of Grande Comore, Union of the Comoros, duly represented by the Commissioner, Ms. Maissara Adam MONDOHA, by virtue of resolution ad hoc;
	 	 	 
	 	 	Commissariat aux Finances, au Budget, à l’Economie, au Commerce Intérieur, à l’Industrie, au Plan, chargé de la promotion des Investissments, a Statutory Body constituted under Comorian Law, (which expression shall, unless repugnant to the context or meaning thereof, mean and include its successors and assigns) and having its office at Route de Moroni- Itsandra, Moroni, Autonomous Island of Grande Comore, Union of the Comoros, duly represented by the Commissioner, Mr. Said Ahamada YOUSSOUF, by virtue of resolution ad hoc;
	 	 	 
	 	 	Ville de Moroni, a Statutory Body constituted under Comorian Law, (which expression shall, unless repugnant to the context or meaning thereof, mean and include its successors and assigns) and having its office at Route de Moroni- Itsandra, Moroni, Autonomous Island of Grande Comore, Union of the Comoros, duly represented by the Mayor, Mr. Moustapha Chamssoudine DADA, by virtue of resolution ad hoc;
	 	 	 
	 	 	Hereinafter collectively called the “Licensor”,
	 	 	 
	AND	 	 


 


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	SECOND PARTY:	 	BIOCRUDE TECHNOLOGIES, INC, a Corporation duly organized under the laws of Canada (hereinafter called “Corporation”) having its principle office at 1255 Phillips Square, Suite 605, Montreal, Quebec, Canada H3B 3G5, herein duly represented by the Chairman and CEO, Mr. John MOUKAS, by virtue of corporate resolution ad hoc;
	 	 	 
	 	 	Hereinafter collectively called the “Licensee”.
	 	 	 
	WHEREAS	 	The parties, following discussions, desire to enforce amendments discussed and reflected within these presences and agree to sign these concession agreements as amended. Following the signature of these presences, these amended concession agreements will replace agreements the concession agreements signed on the 11th of January 2016 and will become lawful and binding on the parties, present and future;
	 	 	 
	WHEREAS	 	The Municipal Corporation of Moroni is desirous of improving its municipal solid waste management and disposal capabilities in order to enable the due discharge of its functions, and for that purpose has approved the establishment of an integrated waste processing plant by the Licensee at Moroni Plant Site (“Project”). In order to implement the Project the Licensor has entered into a Concession agreement (“Concession Agreement” – (MSW-Land Lease-Supply of Treated Effluent)), on the same date as this Agreement, under which it has authorized the Licensee to implement the Project.
	 	 	 
	WHEREAS	 	The Municipal Corporation of Moroni, in order to enable the due implementation of the Project and to discharge its obligations under the Concession Agreement is hereby providing the Licensee, by way of this License agreement (“this Agreement” or “Land Concession”), the Demised Premises (as defined below) for the purposes of implementing the Project and constructing, operating and maintaining the integrated waste processing plant on the Demised Premises, on the terms and conditions and subject to the covenants and stipulations hereinafter contained.


 


NOW THIS INDENTURE OF LICENSE WITNESSETH AS FOLLOWS:


 


		1.	This Agreement shall be co-terminus with the Concession Agreement and is to be read, for any interpretation,
together with the provisions of the Concession Agreement.



 


		2.	The capitalized terms that are used but not defined in this Agreement shall have the same meaning
as given to them in the Concession Agreement.



 


		3.	The term of this agreement is for a time period of Thirty (30) years ,commencing from the Effective
Date and will also include an option of an additional thirty (30) years thereafter, at the same terms and conditions of the first
thirty (30) years as provided herein, tacitly renewed (Licensee’s discretion).



 


		4.	In consideration of the Licensee undertaking to implement the Project in accordance with the provisions
and stipulations of the Concession Agreement(s) and undertaking to pay the License rental as stipulated in clause 6 below; and
with regards to the obligations of the Licensor to supply land to the Licensee with a total surface area of about twenty five (25)
acres, such as specified in article 3 of the Concession Agreement, the Licensor, by these presences, makes a commitment to grant/assign
to the Licensee, land in accordance to the following requirements: Area - approximately twenty five (25) acres; location –
close proximity to the municipality of Moroni (maximum 30 km from the peripheral) with motorable access to same
and access to the electrical interconnection point (grid network) at the border of the site (land). If the “Demised Site”
has not been identified as of the signature of these presences, the Licensor shall, no later than thirty (30) days, following these
signature presences, shall identify same and furnish full legal (cadastral) description of the selected environmentally compliant
Demised Site, unencumbered with rights, charges, encroachments and servitudes, with full and free right of way and passage, amongst
other rights in relation hereto, for the duration of the term of the lease, and renewal option thereto.



 


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		5.	If Demised Site has been identified by Licensor, particulars of same shall be inserted below, and
Licensor (Assignor) shall also submit to Licensee (within fourteen (14) of these presences), a notarized and registered Deed of
Assignment of the Demised Premises to Licensee (Assignee) as per the terms, conditions and stipulations of the Aforesaid Concession
Agreement (more specifically, “this Agreement” or “Land Concession”), with the following Declarations,
Caveats, Assertions and Lawful Designations, and shall form an integral part of these presences:



 


PARCEL OF LAND (LEGAL DESCRIPTION)


 


(Cadastral Maps attached as an
integral part of these presences)


 


Lot known and designated upon the
Plan and Book of Reference of the Official Cadastre for the Parish of (to follow), Registration Division of (to follow)
(Moroni, Autonomous Island of Grande Comore, Union of the Comoros), as being the following:


 


		Ø	Cadastre: (to follow)



 


		Ø	Lot number(s): (to follow)



 


		Ø	Subdivision number(s): (to follow).



 


		Ø	Area of each Lot/Subdivision: belongs
to the prefecture Itsandra-Hamanvou and is under the administration of the municipality of Mbadani



 


		Ø	The cadastral dimensions of the said
lot are as shown on the attached plan: 13 Ha



 


ZONING AND BUILDING BY-LAWS


 


		Ø	Zoning: Industrial (Light/heavy,
encompassing treatment of all types of waste (Municipal Solid Waste, Tires, Toxic, Industrial, Medical, etc....) as
well as Energy procurement (Renewable via Biomass, Fossil fuel, and Hydro based)



 


		Ø	Building & Zoning By-Laws:
Submitted proposal (Detailed project Report) in compliance, as acknowledged by the Governmental Authorities of the Autonomous
Island of Grande Comore (First Party)



 


		Ø	Declaration: said parcel of land
is environmentally compliant, complies to Governmental Health Bye-laws, and is not affected by any reserve for public purposes



 


		Ø	Boundaries: Refer to Schedule I,
Map 2



 


		Ø	Encroachment(s): None



 


		Ø	Servitudes (Published, Apparent, etc....):
None



 


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TITLE


 


The “Lessor”
has Clear title to the aforesaid parcel of land, which it has assigned, via its undersigned Administrative Body, to “Lessee”
by virtue of a de facto, irrefutable and non-retractable Land Lease Concession Agreement, and has a de facto right to transact
(assign/lease) same with Lessee, in compliance to the Powers granted to same (the administering Body of Lessor, via Constitution
(stipulations) and/or Resolution, in conformity to terms, conditions and caveats, as stipulated therein.


 


WARRANTIES


 


The “Lessor”
expressly warrants that it has lawful title to the Demised Premises (Legal description defined hereinabove) and that same is free
and clear of all liens, charges, privileges, encumbrances, servitudes, claims and other security interests. The foregoing warranties
shall survive “Lessee” inspection, acceptance, use and/or subsequent dispossession or transfer of same, respecting
the norms, conformities and stipulations inherent within the realms of the aforesaid engaged Concession Agreements, without any
restrictions whatsoever. The “Lessor” shall compensate, indemnify and hold Lessee harmless from and against
any and all damages, including incidental and consequential damages, claims, liabilities and expenses (including court costs and
attorneys’ fees) arising out of or relating to or resulting in any way from a breach of any warranty herein, whether express or
implied, or from any act or omission of the “Lessor”, and/or its administrative body (any and all employees,
encompassing any and all divisions of the “Lessor”).


 


		6.	In
                                         consideration of the transfer of the Demised Premises under this Agreement, the Licensor
                                         shall, after the Effective Date of the Concession Agreement has been achieved, receive
                                         a rent of $1.00 US (1.00 US Dollar only) per twenty
                                         five (25) acres per annum, for thirty (30) years, payable on or before the 10th
                                         day of the first calendar month in each year. The
                                         Licensee has the option to prepay the whole rental for the term, and renewal option thereof,
                                         in advance for such period of time as the Licensee may deem fit. The Licensor undertakes
                                         and assures the Licensee that the License rental for the Demised Premises shall remain
                                         fixed for the entire period that this Agreement remains valid and binding as well as
                                         the renewal option.



 


		7.	The Demised Premises are being vested with the Licensee, under this Agreement, free from any Encumbrances,
whether legal or physical in nature. At any time during the term of this Agreement, if the Licensee discovers any Encumbrances
upon or under the Demised Premises which materially and/or adversely affect the rights in relation to the Demised Premises, it
shall notify the Licensor, which shall, within twenty one (21) days from the receipt of the notice, either remove or cause to be
removed such encumbrances at its own cost. In the event that the Licensor fails to remove such encumbrances within twenty one (21)
days from the notice thereof, the Licensee may remove or cause to be removed such encumbrance and the costs and expenses or consequential
liabilities incurred in respect thereof shall be reimbursed to the Licensee by the Licensor.



 


		8.	The Demised Premises are being vested with the Licensee, under this Agreement, only for the purposes
of the Project, which include the purposes of developing, establishing, designing, constructing, operating the maintaining the
proposed Municipal Solid Waste to Energy Plant, which the Licensor is desirous of having constructed, operated and maintained on
the Demised Premises for the purposes of enabling the processing (treatment) of the Municipal Solid Waste in Moroni, Grande Comore,
in accordance with the terms and conditions of the Concession Agreement(s).



 


Furthermore, the Licensee expressly
and unconditionally agrees and undertakes to the Licensor that it shall, under no circumstances, construct or allow to be constructed
or cause to be constructed in the Demised Premises, by itself or by its representatives/workers/agents/contractors or any other
person claiming under him, to construct any residential units or dwellings and same shall not be construed or interpreted as forming
part of the Project facilities, directly or indirectly. The Licensor hereby authorizes and consents to the receipt of consignments
of Municipal Waste, the storage and processing of Municipal Waste and the resulting Residual Inert Matter, and/or Sludge, as well
as to the receipt and storage of any waste (including Rejected Waste) that may have been received by the Licensee, in any consignment
of Municipal Solid Waste for the essence of the Licensee’s proposed on-going concern, as per the stipulations of this (these)
Concession Agreement(s).


 


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		9.	The Licensor hereby authorizes the Licensee, to construct, erect, and own, operate and maintain
any infrastructure, superstructure, facility or any movable or immovable structures constituting the Plant (including each of the
Project Facilities) on the Demised Premises and for that purpose, also remove, renovate, use or demolish any structures that may
be existing on the Demised Premises as of the date of this Agreement. The Licensor hereby agrees and acknowledges that it shall
not own or have any rights to any superstructure, facility or any moveable or immovable structures constituting the Plant that
are constructed or erected or placed on the Demised Premises and further that the same shall be owned by the Licensee. The Licensor
hereby agrees that the construction, operation and maintenance of the Plant at the Demised Premises and the receipt, storage and
processing of Municipal Waste at the Demised Premises is being undertaken pursuant to the Concession Agreement(s) granted by it
and for the purposes of enabling the Licensor to discharge its functions of managing, processing and disposing Municipal Waste.



 


		10.	The Licensee shall have the right to, without requiring any prior permission from the Licensor
in this regard, transfer for use, assign or otherwise encumber the Demised Premises and any or all of its rights and interest in
relation thereto or to otherwise create a security interest in favour of the Lenders over the Demised Premises for the purposes
of enabling financing of the Project. Provided, however, the Licensor shall be informed as to the creation of any Encumbrance in
favour of the Lenders in the Demised Premises, within a period of thirty (30) days from the date such Encumbrance comes into existence.



 


		11.	The Licensee shall have the right to, without requiring any prior permission of the Licensor, vest
with the Lenders, the power to take over the control, possession and all rights and interests in relation to the Demised Premises
by appointing a person to replace the Licensee and undertake the construction, operation and maintenance of the Plant upon the
occurrence of an event of default by the Licensee, as the case may be, under any of the Financing Agreements. The Licensor shall
novate this Agreement in favour of the substitute entity and shall constitute an agreement between the substitute entity and the
Licensor on the terms and conditions of this Agreement as existing at the time of such novation. The Licensor hereby agrees that
the dues payable to the Lenders shall have priority over any amount payable to the Licensor under this Agreement.



 


		12.	The Licensor hereby authorizes the Licensee to create any Encumbrance over the Demised Premises
and this Agreement in favor of the Lenders for enabling financing of the construction, operation and maintenance of the Project.
The Licensor agrees that it shall provide such undertakings as may be reasonably required by the Lenders to enable financing of
the Project and creation of the Encumbrance required by the Lenders. Without prejudice to the terms of this Agreement, the Licensor
shall be governed by the terms of any agreement that the Lenders may have entered into with the Licensor in respect of the Encumbrance
over the Demised Premises and this Agreement, created in favour of the Lenders.



 


		13.	The Licensor hereby covenants and assures the Licensee that:



 


		a)	all the land comprising the Site is of non-agricultural status and is permitted and duly authorized
and earmarked for purposes of establishment, construction, operation and maintenance of the Plant and the Project Facilities, and
that it shall obtain (grant) any additional Applicable Approvals that may be required for the development, construction, operation
and maintenance of the Project Facilities;



 


		b)	the Site is free from any encroachment or Encumbrances whatsoever and is not subject to any acquisition
or other legal proceedings by any authority, body or government nor is any claim of any third party subsisting in respect thereof
or relating thereto;



 


		c)	Licensor is the Lease Holder of the lands constituting the Demised Premises and it shall, in that
capacity, defend or satisfy all actions or claims against the use of the Demised Premises for the Project;



 


		d)	it shall not demand or in any manner claim or seek to recover the rent prior to the Effective Date
of the Concession Agreement or increase the rent due and payable by the Licensee under the provisions of this Agreement



 


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		e)	it shall not interfere the or impede in any manner or otherwise limit, restrict or impose any conditions
or restrictions on the complete, free and full enjoyment and use of the Demised Premises and all rights in relation thereto, including
the creation of security, interest in the Demised Premises its favour of the Lenders;



 


		f)	it shall not interfere in or impede in any manner or otherwise limit, restrict or impose conditions
in relation:



 


		i.	to the construction, operation and maintenance of the Plant;



 


		ii.	the implementation of the Project by the Licensee and



 


		iii.	the possession, control and use, by the Licensee of the Demised Premises and the Plant;



 


		g)	it shall enter into appropriate further documentation or additional writings as the Licensee or
the Lenders may reasonably require to give effect to the provisions of this Agreement and the Financing Agreements;



 


		h)	there are no litigation, claim, demand or any proceedings (whether administrative, legal or quasi-judicial)
pending before any authority in respect of the Demised Premises or its use for the purposes of managing, processing and disposing
MSW; and



 


		i)	Licensee shall have complete, lawful and uninterrupted, possession, control and use of the Demised
Premises.



 


		14.	The Licensee hereby covenants with the Licensor as follows:



 


		a)	that it shall implement the Project in accordance with the Concession Agreement(s); and



 


		b)	that it shall observe and perform all terms, covenants, conditions and stipulations of this Agreement.



 


		15.	Licensor has full lawful title, possession and control of all the lands constituting the Site and
has the requisite right and authority to License the same to Licensee for the term and renewal option for the purposes of the Project
on the terms and conditions of this Agreement. Furthermore, the Licensee shall have full, free and uninterrupted peaceful vacant
possession, enjoyment / occupation and use of the Demised Premises throughout the term and renewal option, without any obstruction
interference or disturbance or claim whatsoever from the Licensor or from any person claiming through under or in trust for Licensor
or from any third person whomsoever. Licensor shall keep Licensee fully indemnified and harmless against any claims or demands
from any Person claiming right, title or interest to or in the Demised Premises or any part thereof or challenging the validity
of the usage of the Demised Premises for the Project or challenging the validity of this Agreement, as also against any actions,
proceedings, damages, losses and expenses caused to Licensee as a result or in consequence of any such claims or demands as aforesaid.



 


		16.	Subject to clause 11 above, no assignment of this Agreement or any rights or duties hereunder shall
be made in whole or in part by any Party without the written consent of the other Party and in the event of any assignment the
assignee shall assume the duties and liabilities of the assignor.



 


It is hereby specifically agreed
that the Licensee shall, in the event of forming a limited company either as subsidiary company or jointly along with any other
company or otherwise, be at liberty to assign and transfer the Plant, the Demised Premises and this Agreement or the rights and
benefits hereof or duties hereunder to such newly formed limited company or in favour of such subsidiary company or a Joint Venture
Consortium of the Licensee or any of its Holding company for the time being..


 


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The Licensor hereby agrees that
the Licensee shall not require any prior approval of the Licensor for creating any Encumbrance, right, title, or interest over
the Demised Premises and the Project Facilities and the other assets of the Project, in favour of the Lenders.


 


Licensor confirms that the Financing
Documents may include suitable rights in favour of the lenders for taking over the Demised Premises and the Plant for management
or for sale, in enforcement of their security upon the happening of an event of default thereunder on the part of the Licensee,
provided however, the Demised Premises shall not be subject to sale.


 


		17.	The Licensor hereby assures and represents to the Licensee that the vesting of the Demised Premises
under this Agreement shall be irrevocable for as long as the Concession Agreement remains in force and the Licensor shall not terminate
or seek to terminate this Agreement except upon the expiry or early termination of the Concession Agreement. The Parties hereby
agree that on the expiry or termination of the Concession Agreement, the Demised Premises shall be handed back to the Licensor
in accordance with the provisions of the Concession Agreement and that this Agreement shall terminate only on the handing over
of the Plant and the Site to the Licensor in accordance with the terms of the Concession Agreement.



 


		18.	The Licensor, during the term of the License, shall have a right at its option to appoint and nominate
its representative as a Director on the Board of the Licensee (“Licensor’s Nominee Director”). The said Licensor’s
Nominee Director shall not be required to hold any qualification shares, if any required, and shall not be considered while computing
the Directors eligible for retirement by rotation.



 


		19.	The Licensee also agrees that the demised Premises shall be used only for the purposes as defined
in this License Agreement and any deviation there from without the prior written permission of the Licensor shall be deemed to
be a breach of this License Agreement.



 


		20.	Any dispute appearing between the parties, with regard to the terms of this agreement, will be
resolved by the appeal through arbitration and led by a group of three ( 3 ) arbitrators, two arbitrators appointed by each of
the parties and the third appointed by both arbitrators so chosen. The arbitration forum will be in France, in particular in the
city of Paris. Any disputes will be definitively cut according to the Regulation of arbitration of the international Chamber of
Commerce. The costs bound with the arbitration will be equally chargeable to both parties. Every party will however meet the expenses
of his/her own arbitrator. The parties can however ask with the court to be paid off their expenses of arbitration.



 


It must be mentioned for the
purposes of the arbitration and the general understanding of this agreement, that the English version of this agreement will any
time be the one which will prevail for any question of interpretation. The Grande Comore, Union of the Comoros version of the present
agreement is a faithful translation of the whole agreement, this for purposes comprehension and of ease of reading, considering
the official language of the country Autonomous Island of Grande Comore. Both versions of the agreement will be signed at the same
time by the parties and will have the same strength as for the contents of the agreement and all the capacities. In case of dispute
or of precise questions of interpretation, only the English version will be used.


 


		21.	The licenser hereby recognized that this is a commercial act being undertaken by the Licensor and
that it hereby unconditionally and irrevocably waives any right of immunity sovereignty or otherwise and that it recognized that
if any procedure must be instituted against him or its assets, with regard to this agreement or to any transaction concerned by
this agreement, any immunity, sovereignty or otherwise within the framework of all such procedure, execution or legal procedure
by ensuing, should be called by or on his behalf or towards some asset.



 


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IN WITNESS WHEREOF the
Parties have affixed therein and sealed to this License Agreement the day and year first hereinabove written:


 


SIGNED, SEALED AND DELIVERED BY: FIRST PARTY


 


THE “LICENSOR”


 


GOUVERNORAT DE L’ÎLE AUTONOME DE LA GRANDE COMORE


 


The Honourable HASSANI Hamadi, Governor


 


	Signature:	 	 


 


Date: ___________/__________/ 2016


 


COMMISSARIAT À L’ENVIRONNEMENT, À L’URBANISME,
AU DÉVELOPPEMENT DURABLE ET À L’ENERGIE, À L’EMPLOI, À L’ENTREPREUNARIAT ET À
LA SOLIDARITÉ


 


Mr. Mohamed Abdou MLANAO, Commissioner


 


	Signature: 	 	 


 


Date: ___________/__________/ 2016


 


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COMMISSARIAT A LA SECURITE INTERIEURE, A LA FONCTION PUBLIQUE,
A L’ADMINISTRATION DES COLLECTIVITES TERRITORIALES DECENTRALISEES, A LA REFORME ADMINISTRATIVE, CHARGE DE L’INFORMATION


 


Ms. Maissara Adam MONDOHA, Commissioner


 


	Signature: 	 	 


 


Date: ___________/__________/ 2016


 


COMMISSARIAT AUX FINANCES, AU BUDGET, A L’ECONOMIE,
AU COMMERCE INTERIEUR, A L’INDUSTRIE, AU PLAN, CHARGE DE LA PROMOTION DES INVESTISSMENTS


 


Mr. Said Ahamada YOUSSOUF, Commissioner


 


	Signature: 	 	 


 


Date: ___________/__________/ 2016


 


VILLE DE MORONI


 


Mr. Moustapha Chamssoudine DADA, Mayor


 


	Signature: 	 	 


 


Date: ___________/__________/ 2016


 


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SIGNED, SEALED AND DELIVERED BY: SECOND PARTY


 


THE “LICENSEE”


 


FOR BIOCRUDE TECHNOLOGIES, INC


 


Mr. John MOUKAS, Chairman/CEO


 


	Signature: 	 	 


 


Date: ___________/__________/ 2016


 


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SCHEDULE VI


TREATED SEWAGE/EFFLUENT SUPPLY AGREEMENT


DEFINITION OF “SUPPLY OF TREATED SEWAGE/EFFLUENT
AGREEMENT


 


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TREATED
SEWAGE/EFFLUENT SUPPLY AGREEMENT


 


Supply of Treated Sewage Effluent from the
Sewage Treatment Plant (STP)


 





 


GOUVERNORAT
DE L’ÎLE AUTONOME DE LA GRANDE COMORE


 





 



 


BIOCRUDE
TECHNOLOGIES, INC.


 





 


	AGREEMENT REFERENCE:	BIOCRUDE/MCMUC/MSW-LLC/CA/2016/1
	 	 
	TRANSACTION CODE:	BCT/MCMUC/MORONI/COMORES/1
	 	 
	CONTRACT GENERATION:	01


 


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TREATED SEWAGE/EFFLUENT SUPPLY AGREEMENT


 


THIS AGREEMENT is made and effective the __th
day of December, 2016.


 


	AGREEMENT REFERENCE:	BIOCRUDE/MCMUC/MSW-LLC/CA/2016/1
	 	 
	TRANSACTION CODE:	BCT/MCMUC/MORONI/COMORES/1
	 	 
	CONTRACT GENERATION:	01
	 	 
	FIRST PARTY:	Gouvernorat de l’Île Autonome de la Grande Comore, a Statutory Body constituted under Comorian Law, (hereinafter referred to as “MCMUC”, which expression shall, unless repugnant to the context or meaning thereof, mean and include its successors and assigns) and having its office at Route de Moroni- Itsandra, Moroni, Autonomous Island of Grande Comore, Union of the Comoros, duly represented by the Governor, The Honourable Mr. HASSANI Hamadi, by virtue of resolution ad hoc;
	 	 
	 	Commissariat à l’Environnement, à l’Urbanisme, au Développement Durable et à l’Énergie, à l’Emploi, à l’Entreprenariat et à la Solidarité, a Statutory Body constituted under Comorian Law, (which expression shall, unless repugnant to the context or meaning thereof, mean and include its successors and assigns) and having its office at Route de Moroni- Itsandra, Moroni, Autonomous Island of Grande Comore, Union of the Comoros, duly represented by the Commissioner, Mr. Mohamed Abdou MLANAO, by virtue of resolution ad hoc;
	 	 
	 	Commissariat à la Sécurité intérieure, à la Fonction Publique, à l’Administration des Collectivités Territoriales Décentralisées, à la Réforme Administrative, chargé de l’Information, a Statutory Body constituted under Comorian Law, (which expression shall, unless repugnant to the context or meaning thereof, mean and include its successors and assigns) and having its office at Route de Moroni- Itsandra, Moroni, Autonomous Island of Grande Comore, Union of the Comoros, duly represented by the Commissioner, Ms. Maissara Adam MONDOHA, by virtue of resolution ad hoc;
	 	 
	 	Commissariat aux Finances, au Budget, à l’Economie, au Commerce Intérieur, à l’Industrie, au Plan, chargé de la promotion des Investissments, a Statutory Body constituted under Comorian Law, (which expression shall, unless repugnant to the context or meaning thereof, mean and include its successors and assigns) and having its office at Route de Moroni- Itsandra, Moroni, Autonomous Island of Grande Comore, Union of the Comoros, duly represented by the Commissioner, Mr. Said Ahamada YOUSSOUF, by virtue of resolution ad hoc;
	 	 
	 	Ville de Moroni, a Statutory Body constituted under Comorian Law, (which expression shall, unless repugnant to the context or meaning thereof, mean and include its successors and assigns) and having its office at Route de Moroni- Itsandra, Moroni, Autonomous Island of Grande Comore, Union of the Comoros, duly represented by the Mayor, Mr. Moustapha Chamssoudine DADA, by virtue of resolution ad hoc;
	 	 
	 	Hereinafter collectively called the “STP”;
	 	 
	AND	 


 


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	SECOND PARTY:	BIOCRUDE TECHNOLOGIES, INC, a Corporation duly organized under the laws of Canada (hereinafter called “Corporation”) having its principle office at 1255 Phillips Square, Suite 605, Montreal, Quebec, Canada H3B 3G5, herein duly represented by the Chairman and CEO, Mr. John MOUKAS, by virtue of corporate resolution ad hoc.
	 	 
	WHEREAS	The parties, following discussions, desire to enforce amendments discussed and reflected within these presences and agree to sign these concession agreements as amended. Following the signature of these presences, these amended concession agreements will replace agreements the concession agreements signed on the 11th of January 2016 and will become lawful and binding on the parties, present and future;
	 	 
	WHEREAS	STP and Corporation are hereinafter referred to individually as the “Party” and collectively as the “Parties”;
	 	 
	WHEREAS	STP has the jurisdiction to collect, store, treat and dispose sewage and sludge generated within the city and for that purpose it operates one of its Sewage Treatment Plant (“STP”);
	 	 
	WHEREAS	Corporation has received from the municipality and the municipal/National Power Corporation to develop, operate and maintain an Integrated MSW-Energy Management and Disposal facility in Moroni, Autonomous Island of Grande Comore;
	 	 
	WHEREAS	Corporation shall, as part of the Plant, develop, operate and maintain a Refuse Derived Fuel (RDF) Plant, a Biomethanation Plant, a Composting Plant and a Power Plant that would be requiring a certain quantity of Treated Sewage/Effluent to be used for cooling of the Power Plant, amongst other purposes;
	 	 
	WHEREAS	STP has agreed to provide Treated Sewage/Effluent to Corporation, to enable Corporation in meeting the process water-requirements of the Plant.


 


NOW THEREFORE, THIS AGREEMENT WITNESSETH
AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS:


 


		1.	DEFINITIONS & INTERPRETATION



 


		1.1	Definitions;



 


In this Agreement, unless repugnant
to the context or inconsistent therewith, the following words, phrases and expressions shall bear the meaning hereinafter respectively
assigned to them:


 


“Agreement” means
this agreement between Corporation and STP, including its Schedules and Annexures and includes any amendments
made hereto in accordance with the provisions hereof.


 


“Concession Agreement”
means Agreement executed between First Party and Corporation, by which the Concession has been granted
to Corporation by First Party including their Schedules and Annexures and includes any amendments made hereto wherein
First Party has granted all the rights to Corporation with respect to developing, implementing, constructing, operating
and maintaining the Project for the management, and processing of the Municipal Solid Waste generated from within the MSW Supply
Area, subject to all the terms, conditions, covenants and obligations of the Concession Agreement.


 


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“Date of Commissioning”
or “COD” means the date notified by Corporation as the date on which the Plant is ready to commence
commercial operations after successfully completing the testing.


 


“Date of Mechanical Completion”
means, in relation to the Plant, the date to be notified by Corporation, on which, and the construction of the Plant
is expected to be completed with all equipment and be ready for testing and commissioning.


 


“Effective Date”
means the date on which this Agreement is formally signed.


 


“Interconnection Point”
means the point on the Treated Sewage/Effluent Channel from where the Treated Effluent from the Sewage Treatment Plant
(STP) will be taken by Corporation, which point shall be identified and notified by Corporation to STP in accordance with the provisions
of clause 3.


 


“Fee” means
the amount payable by Corporation to STP under clause 5(b) for the supply of the Treated Sewage/Effluent, in accordance
with the Terms of this Agreement.


 


“Force Majeure Event”
means any event which prevents or delays the performance of the obligations under this Agreement in whole or in part
by either Party by reason of public agitation, civil disturbance, riots, war, hostilities, acts of public enemies, civil commotion,
sabotage, fire, flood, earthquake, epidemics, explosion, strikes, lock-outs, acts of God, acts on orders of Government/authorities,
rules and regulations or delay/abandonment due to order of the Court and/or any other cause beyond the reasonable control of the
Party affected.


 


“Plant” means
the integrated waste management and processing facility to be designed, constructed, operated and maintained by Corporation
in accordance with the terms and provisions of the Concession Agreement.


 


“Project” means
the project for enabling the processing of Municipal Waste and for that purpose to designing, development, financing, construction,
operation and maintenance of the Plant under and in accordance with the terms and provisions of the Concession Agreement and this
Agreement.


 


“Treated Sewage/Effluent”
means the treated liquid residue derived from the Sewage treatment process of the Sewage Treatment Plant that is capable
of re-use for purpose other than human consumption.


 


“Treated Sewage/Effluent
Channel” means the open drain owned and controlled by the STP, that originates from the STP and which is used to
drain the Treated Sewage/Effluent from the STP to the point of disposal.


 


“Residual Treated Sewage/Effluent”
means the residue coming out of the plant, that is capable of either discharge into natural water bodies or re-use
for purposes other than human consumption.


 


“Sewage Treatment Plant”
or “STP” means facility located in Moroni, Autonomous Island of Grande Comore, which is owned, operated
and maintained by the STP, which is described in greater detail in Annex II.


 


“Site” means
the land where the MSW to Energy plant (project) is located. 


 


“Term”
means the time period of Thirty (30) years commencing from the Effective Date and will also include an option of an
additional thirty (30) years thereafter, at the same terms and conditions of the first thirty (30) years, as provided herein.


 


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All other capitalized words and expressions,
that are used but not defined in this Agreement, will carry the meaning assigned to them under the Concession Agreement(s).


 


		2.	SEWAGE
                                         TREATMENT PLANT



 


		i.	The STP has constructed and is presently operating and
maintaining the Sewage Treatment Plant. The Sewage Treatment Plant generates Treated Sewage/Effluent as a by-product of the process
of treatment of Sewage. The Treated Sewage / Effluent produced at the STP is drained out of the STP through the Treated Sewage
/Effluent Channel; STP, in consideration of the Fee, hereby vests Corporation with the right to off-take up to six
million litres per day (6,000,000 L/D) of Treated Sewage /Effluent from the Treated Sewage/Effluent Channel in accordance
with the provisions of this Agreement, and use the same at the Plant.



 


		ii.	STP hereby agrees that Corporation shall identify the Interconnection
Point on the Treated Sewage/Effluent Channel and necessary arrangements for interconnection shall be made by Corporation to enable
adequate flow of the Treated Sewage/Effluent from the Treated Sewage/Effluent Channel to the Plant. STP further agrees and undertakes
that it shall ensure supply of enough Treated Sewage/Effluent in the Treated Sewage/Effluent Channel that will enable Corporation
to off-take up to six million litres per day (6,000,000 L/D) Treated Sewage/Effluent
till the end of the Term. Corporation hereby undertakes that it shall off-take only up to ten
million litres per day (10,000,000 L/D) of Treated Sewage/Effluent from the Treated Sewage/Effluent Channel. It is envisaged
pumping may be required to enable Corporation to off-take desired quantity of Treated Sewage/Effluent. The pumping arrangements
whatsoever required, would have to be arranged by STP at its own cost and expense. However STP agrees to provide sufficient infrastructure
to Corporation within its STP site for setting up such pumping facilities. Such infrastructure would include desired space (land)
and power connection with a sub-meter and any other facilitation required by STP for making arrangement for pumping of Treated
Sewage/Effluent from the Treated Sewage/Effluent Channel to the Plant or to the Tankers, as the case may be. STP would also assist
Corporation.



 


		iii.	Corporation is to provide the right of way, free of cost,
to STP from the boundary of the Plant to the Interconnection Point for the purposes of inspection of the pipeline and taking samples.



 


		3.	OFFTAKE
                                         OF TREATED SEWAGE/EFFLUENT PRIOR TO COD



 


STP hereby agrees that, prior to
the COD, Corporation shall have the right to off-take Treated Sewage/Effluent from the Treated Sewage/Effluent Channel free of
cost for the purposes of testing the Interconnection Point or testing any operations at the Plant up to six
million litres per day (6,000,000 L/D) (±10%) of Treated Sewage/Effluent.


 


		4.	DELIVERY OF TREATED SEWAGE/EFFLUENT AFTER THE COD



 


		i.	STP hereby agrees
                                         that, in consideration of the payment of the Fee, Corporation shall after the COD, have
                                         the right to off-take, in an uninterrupted manner, up to six
                                         million litres per day (6,000,000 L/D) of Treated Sewage/Effluent from the Treated
                                         Sewage/Effluent Channel. The quality and quantity of Treated Sewage/Effluent being off-taken
                                         by Corporation will be measured by a metering system that will be established at the
                                         Interconnection Point. Corporation shall monitor the quantity of the Treated Sewage/Effluent
                                         and submit a monthly report to the STP. Corporation shall submit such monthly reports
                                         by 10th of every month.



 


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		ii.	Corporation shall pay STP a monthly fee at a rate based
on ML (million litres) of Treated Sewage/Effluent off-taken by it (“Fee”). Corporation shall make the payment
of the Fee in accordance with clause 5 below. The present rate for supply of Treated Sewage/Effluent is 0.0000001 USD per kilolitre
(kL).



 


		5.	PAYMENT TERMS



 


Corporation will make direct payment
to STP on 10th day of every month during entire Term of the agreement by cheque or draft or transfer to the designated
account of STP after the monitoring report certified by the auditor.


 


		6.	RESIDUAL TREATED SEWAGE/EFFLUENT



 


Corporation shall use or dispose
the Residual Treated Sewage/Effluent in accordance with Applicable Law and shall have the right to use, dispose the Residual Treated
Sewage/Effluent generated by the Plant. It is farther agreed that Corporation shall have the right to use the Residual Treated
Sewage/Effluent in any of the processes of the Plant. If Corporation so desires; it can dispose of the Residual Treated Sewage/Effluent
back to the Treated Sewage/Effluent Channel of STP, provided the Residual Treated Sewage/Effluent meets applicable discharge norms
as per Environment regulations.


 


		7.	FORCE MAJEURE



 


Any event lying beyond the reasonable
control of a Party and not brought about at the instance of the Party claiming to be affected by such event (“Affected
Party”) which the Affected Party could not prevent or overcome despite having exercised due care and diligence and which
results in a Material Adverse Effect shall constitute a Force Majeure Event. Such events include any or all of Non-Political Event,
Indirect Political Event and/or Political Event as defined below, provided they fulfill the requirements stated in the preceding
sentence, shall include, but not be limited to the following:


 


		a)	earthquake, flood, inundation and landslide;



 


		b)	storm, tempest, hurricane, cyclone, lightning, thunder
or other extreme atmosphere disturbances;



 


		c)	fire caused by reasons not attributable to the Affected
Party or its management;



 


		d)	acts of terrorism;



 


		e)	strikes, labour disruptions or any other industrial disturbances
not arising on account of the acts or omissions of the Affected Party;



 


		f)	break down of the Plant or any part thereof;



 


		g)	action of a Government Agency having Material Adverse Effect
including by not limited to:



 


		i.	acts of expropriation, compulsory acquisition or takeover
by any Government Agency of the Project / Project Facilities or any part thereof or of Corporation’s rights in relation
to the Project;



 


		ii.	any judgment or order of a court of competent jurisdiction
made against Corporation or any contractor appointed by Corporation for the purposes of the Project, in any proceedings which
is non-collusive and duly prosecuted by Corporation.



 


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		iii.	any unlawful, unauthorized or without jurisdiction refusal
to issue or to renew or the revocation of any Applicable Approvals, in each case, for reasons other than Corporation’s or
any of its contractor’s breach or failure in complying with the, Applicable Laws, Applicable Approvals, any judgment or
order of a Governmental Agency or of any contract by which Corporation or its contractor as the case may be is bound



 


War,
hostilities (whether declared or not) invasion act of foreign enemy, rebellion, riots,
weapon conflict or military actions, civil war, ionizing radiation, contamination by radioactivity,
any nuclear waste, radioactive toxic explosion, and volcanic eruptions,  amongst other reasons.


 


		8.	ARBITRATION



 


		i.	If any dispute, difference or question, whatsoever, shall
arise between the parties arising out of or in connection with this Agreement (“Dispute”), the Parties hereto
shall use their best efforts to settle such Dispute amicably by mutual negotiations. Should agreement not be reached in respect
therewith within a period of fourteen days from the notice by a Party of such Dispute, either Party may, by giving to the other
a notice in writing of the existence of such question, dispute or difference, refer the matter for Arbitration in accordance with
clause 6.ii below.



 


		ii.	Any dispute which is not settled in accordance with clause
6.i above, will be referred to arbitration to a single referee appointed by consent of the parties and if the parties cannot agree
on the choice of a unique arbitrator within seven (7) days of the date of the notice for arbitration by either party in accordance
with clause 6.i above, arbitration will be then led by a panel of three arbitrators, one appointed by each party and the third
arbitrator being appointed by the two arbitrators appointed by the parties. The arbitration award issued by the single arbitrator
or panel of arbitrators, as the case may be, shall be final and impose on the parties. Any such arbitration will take place and
shall be subject to international provisions on the arbitrage. Parties will support equally the costs of arbitration proceedings
and any fee payable to the arbitrator (s) will be supported in equal unless otherwise decided by the arbitral sentence. Forum
for arbitration will be that of the Ontario, Canada.



 


		9.	NOTICES



 


Unless otherwise stated, notices
to be given under this Agreement shall be in writing and shall be given by hand delivery/ recognized international courier, mail,
telex or facsimile and delivered or transmitted to the Parties at their respective addresses set forth below:


 


If to Corporation:


 


BIOCRUDE TECHNOLOGIES, INC.


1255 Phillips Square, Suite 605


Montreal, Québec, Canada H3B 3G5


 


(Attn: Mr. John Moukas; Chairman/CEO)


 


Tel: (877) 878-1268


Fax: (877) 778-1568


Email: jmoukas@biocrudetech.com


Website: http://www.biocrudetech.com


 


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If to STP:


 


Name, Address, Tel. & Fax of First Party:


 


Gouvernorat
de l’Île Autonome de la Grande Comore


Route
de Moroni- Itsandra


Moroni,
Île Autonome de la Grande Comore, Union des Comores


 


(Attn:
The Honourable HASSANI Hamadi, Governor and/or


Mr.
Mohamed Abdou MLANAO, Commissaire à l’Environnement, à l’Urbanisme, au


Développement
Durable et à l’Énergie, à l’Emploi, à l’Entreprenariat et à la Solidarité
and/or Mr.


Moustapha
Chamssoudine DADA, Mayor of Moroni )


 


Tel: +269 773
13 64; +269 773 84 77; +269 764 44 77 Fax:


Email: sgg.ngazidja@gmail.com


Website: http://www.gouvernorat-ngazidja.com


 


Or at such address, telex number, or facsimile number
as may be duly notified by the respective Parties from time to time and shall be deemed to have been made or delivered:


 


		a)	in the case of any communication made by letter, when delivered
by hand, by recognized international courier or by mail (registered, return receipt requested) at that address, and



 


		b)	in the case of any communication made by telex or facsimile,
when transmitted properly addressed to such telex number or facsimile number.



 


		10.	TERM & TERMINATION



 


The term of this agreement is for
a time period of Thirty (30) years ,commencing from the Effective Date and will also include an option of an additional thirty
(30) years thereafter, at the same terms and conditions of the first thirty (30) years as provided herein, tacitly renewed (Corporation’s
discretion).


 


		11.	MISCELLANEOUS



 


		i.	The Parties hereby represent to the other that this Agreement
has been duly executed in accordance with the applicable law, regulations and bye-laws governing them and that it is valid, binding
and legally enforceable against them.



 


		ii.	STP hereby recognizes that this is a commercial transaction
being undertaken by STP



 


		iii.	Subject always to the applicable laws, no delay in exercising
or omission to exercise any right, power or remedy accruing to a Party under this Agreement or any other agreement or document
entered into between the Parties pursuant to this Agreement, shall impair any such right, power or remedy or shall be construed
to be a waiver thereof.



 


		iv.	No modification, alteration or amendment of this Agreement
shall be valid unless signed by both Parties.



 


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		v.	This Agreement shall be governed by the laws of Paris,
France and, subject to the provisions of clause 8, the courts in Paris, France shall have jurisdiction over matters arising out
of this Agreement.



 


		12.	SEVERABILITY



 


Nothing herein contained shall be
construed to constitute a partnership between Corporation and STP, or to constitute either Party as the agent of the other and
neither Party shall hold itself out as such.


 


If any provision of this Agreement
shall be declared illegal, void or unenforceable, the same shall not affect the other provisions herein which shall be considered
severable from such provision and shall remain in full force and effect.


 


IN WITNESS WHEREOF the Parties have affixed therein
and sealed to this License Agreement the day and year first hereinabove written:


 


SIGNED, SEALED AND DELIVERED BY: FIRST PARTY
(STP)


 


GOUVERNORAT DE L’ÎLE AUTONOME DE LA GRANDE
COMORE


 


The Honourable HASSANI Hamadi, Governor


 


Signature: _____________________________________


 


Date: ___________/__________/ 2016


 


COMMISSARIAT À L’ENVIRONNEMENT, À
L’URBANISME, AU DÉVELOPPEMENT DURABLE ET À L’ENERGIE, À L’EMPLOI, À L’ENTREPREUNARIAT
ET À LA SOLIDARITÉ


 


Mr. Mohamed Abdou MLANAO, Commissioner


 


Signature: _____________________________________


 


Date: ___________/__________/ 2016


 


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COMMISSARIAT A LA SECURITE INTERIEURE, A LA FONCTION
PUBLIQUE, A L’ADMINISTRATION DES COLLECTIVITES TERRITORIALES DECENTRALISEES, A LA REFORME ADMINISTRATIVE, CHARGE DE L’INFORMATION


 


Ms. Maissara Adam MONDOHA, Commissioner


 


Signature:
_____________________________________ 




 


Date: ___________/__________/
2016


 


COMMISSARIAT AUX FINANCES,
AU BUDGET, A L’ECONOMIE, AU COMMERCE INTERIEUR, A L’INDUSTRIE, AU PLAN, CHARGE DE LA PROMOTION DES INVESTISSMENTS



 


Mr. Said Ahamada YOUSSOUF, Commissioner


 


Signature: _____________________________________


 


Date: ___________/__________/
2016


 


VILLE DE MORONI 


 


Mr. Moustapha Chamssoudine DADA,
Mayor


 


Signature: _____________________________________


 


Date: ___________/__________/ 2016


 


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SIGNED, SEALED AND DELIVERED BY: SECOND PARTY


 


FOR BIOCRUDE TECHNOLOGIES, INC. (CORPORATION)


 


Mr. John MOUKAS, Chairman/CEO


 


Signature: _____________________________________


 


Date: ___________/__________/ 2016


 


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ANNEX A


 


SITE PLAN & MAPS OF SITE


 


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ANNEX B


 


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SCHEDULE VII:


TIPPING FEE ESCALATING INDEX


 


	Year from COD*	USD/MT of MSW	Year from COD*	USD/MT of MSW	Year from COD*	USD/MT of MSW
	1	35.00	11	56.00	21	95.50
	2	37.50	12	59.50	22	100.50
	3	39.00	13	63.00	23	105.00
	4	41.50	14	66.50	24	110.00
	5	43.00	15	70.00	25	115.00
	6	44.50	16	74.00	26	120.00
	7	46.00	17	78.00	27	126.00
	8	47.50	18	82.00	28	132.00
	9	50.00	19	86.50	29	138.00
	10	53.00	20	91.00	30	145.00



 


*Year commencement as of COD (Date of Commissioning) of
projecting, time equals start)


 


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SCHEDULE VIII


APPLICABLE APPROVALS


 


The table below gives the name and status of all the Statutory
and Non-Statutory Clearances involved in  this project.


 


	Statutory Clearances
	Authorization of Pollution Control	Commissariat à l’Environnement, à l’Urbanisme, au Développement Durable et à l’Énergie, à l’Emploi, à l’Entreprenariat et à la Solidarité
	Pollution Clearance from the Ministère de la Production, de l’Environnement, de l’Énergie, de l’Industrie et de l’Artisanat de l’Union des Comores and Consent to Establish and Operate Plant	Commissariat à l’Environnement, à l’Urbanisme, au Développement Durable et à l’Énergie, à l’Emploi, à l’Entreprenariat et à la Solidarité
	Civil Aviation Clearance for Stack Height	Commissariat à l’Environnement, à l’Urbanisme, au Développement Durable et à l’Énergie, à l’Emploi, à l’Entreprenariat et à la Solidarité
	Municipal board for treated sewage	Commissariat à l’Environnement, à l’Urbanisme, au Développement Durable et à l’Énergie, à l’Emploi, à l’Entreprenariat et à la Solidarité & le Gestion de l’Eau et de l’Électricité aux Comores (MA-MWE)
	Town & Country Planning Clearance	Commissariat à l’Environnement, à l’Urbanisme, au Développement Durable et à l’Énergie, à l’Emploi, à l’Entreprenariat et à la Solidarité
	Host Country Approval for CDM under Kyoto protocol	Commissariat à l’Environnement, à l’Urbanisme, au Développement Durable et à l’Énergie, à l’Emploi, à l’Entreprenariat et à la Solidarité
	Non-Statutory Clearances
	Construction power	le Gestion de l’Eau et de l’Électricité aux Comores (MA-MWE)
	Power Purchase Agreement (PPA)	Commissariat à l’Environnement, à l’Urbanisme, au Développement Durable et à l’Énergie, à l’Emploi, à l’Entreprenariat et à la Solidarité & le Gestion de l’Eau et de l’Électricité aux Comores (MA-MWE)
	Power evacuation arrangements	Commissariat à l’Environnement, à l’Urbanisme, au Développement Durable et à l’Énergie, à l’Emploi, à l’Entreprenariat et à la Solidarité & le Gestion de l’Eau et de l’Électricité aux Comores (MA-MWE)



 


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SCHEDULE IX


REPRESENTATION AND WARRANTIES


 


Representation and Warranties of First Party


 


First Party hereby represents, assures, confirms and
undertakes to Corporation as follows:


 


		a)	That it is duly incorporated under the laws of Autonomous
Island of Grande Comore and has the power to conduct its business as presently conducted and to enter into this Agreement;



 


		b)	That it has full power, capacity and authority to execute,
deliver and perform this Agreement and has taken all necessary sanctions and approvals and followed
all the procedure required to authorize the execution, delivery and performance of this Agreement;





 


		c)	Nothing in this Agreement conflicts with its constitutional
authority, mandate, or any law or any other agreement, understanding or arrangement or any judgment, decree or order or any statute,
rule or regulation applicable to it;



 


		d)	All approvals and permissions as are necessary for the
execution of this Agreement will be approved and issued to Corporation and all the required procedure for the due execution of
this Agreement have been adhered to and further that this Agreement will be valid, legal and binding against it under Law.



 


Representation and Warranties of Corporation


 


Corporation hereby represents, assures, confirms and
undertakes to First Party as follows:


 


		a)	That it is duly incorporated under the laws of the United
States of America and in Canada (Canadian Division) and has the power to conduct its business as presently conducted and to enter
into this Agreement;



 


		b)	That it has full power, capacity and authority to execute,
deliver and perform this Agreement and has taken all necessary sanctions and approvals (corporate, statutory or otherwise) to
authorize the execution, delivery and performance of this Agreement;



 


		c)	Nothing in this Agreement conflicts with its Memorandum
and Articles of Association or any other agreement, understanding or arrangement or any judgment, decree or order or any statute,
rule or regulation applicable to it;



 


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SCHEDULE X:


SUBSTITUTION RIGHTS OF THE LENDERS


 


		1.	Substitution of the Corporation



 


		a)	Subject to the terms of this Agreement, upon occurrence
of a Corporation Event of Default under this Agreement, the Lenders shall, have the right to seek substitution of the Corporation
by a Selectee for the residual period of this Agreement, for the purposes of securing the payments of the Total Debt Amount from
the Corporation and performing the obligations of the Corporation, in accordance with the provisions of this Schedule.



 


		b)	The Lenders may seek to exercise right of substitution
by an amendment or novation of this Agreement and other Project Documents executed between the First Party and the Corporation
in favour of the Selectee, the First Party and the Corporation shall cooperate with the Lenders to carry out such substitution.



 


		2.	First Party’s Notice of Default



 


The First Party (i.e. the First Party
who serves the Preliminary Default Notice on the Corporation as per this Agreement) shall, simultaneously also issue a copy of
the same to the Lenders.


 


		3.	Substitution Notice



 


In the event of failure of the Corporation
to rectify the Event of Default giving rise to Preliminary Default Notice, the lenders, upon receipt of a written advice from
the First Party confirming such failure, either on their own or through its representative (“the Lenders’ Representative”)
shall be entitled to notify the First Party and the Corporation of the intention of the Lenders to substitute the Corporation
by the Selectee for the residual period of this Agreement (the “Substitution Notice”).


 


		4.	Interim operation of Project



 


		a)	On receipt of a Substitution Notice, no further action
shall be taken by any Party to terminate this Agreement, except under and in accordance with the terms of this Schedule X of this
Agreement.



 


		b)	On issue of a Substitution Notice, the Lenders shall have
the right to request the First Party to enter upon and takeover the Project for the interim and till the substitution of the Selectee
is complete and to otherwise take all such steps as are necessary for the continued operation and maintenance of the Project,
including levy, collection and appropriation of payments thereunder, subject to, the servicing of monies owed in respect of the
Total Debt Amount as per the Financing Agreements and the Corporation shall completely cooperate in any such takeover of the Project
by the First Party. If the First Party, at their sole and exclusive discretion agree to enter upon and takeover the Project, till
substitution of the Selectee in accordance with this Agreement, the First Party shall be compensated for rendering such services
in accordance with clause 10.1 herein.



 


		c)	The Lenders and the First Party shall, simultaneously have
the right to commence the process of substitution of the Corporation by the Selectee in accordance with these terms and the Corporation
hereby irrevocably consents to the same.



 


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		5.	Process of Substitution of Corporation



 


The Lenders’ Representative may,
on delivery of a Substitution Notice notify the First Party and the Corporation on behalf of all the Lenders about the Lenders’
decision to invite and negotiate, at the cost of the Lenders, offers from third parties to act as Selectee, either through private
negotiations or public auction and / or a tender process, for the residual period of this Agreement.. Subject to and upon approval
of the First Party, such Selectee shall be entitled to receive all the rights of the Corporation and shall undertake all the obligations
of the Corporation under this Agreement and other Project Documents executed between the Corporation and the First Party, in accordance
with these terms of substitution.


 


The Lenders and
the Corporation shall ensure that, upon the First Party approving the Selectee, the Corporation shall transfer absolutely and
irrevocably, the ownership of the Project to such Selectee simultaneously with the amendment or novation of this Agreement other
Project Documents executed between the Corporation and the First Party in favour of the Selectee as mentioned in clause.




 


		6.	Modality for Substitution



 


		6.1	Criteria for selection of the Selectee.



 


The Lenders and/or the Lenders’ Representative shall
in addition to any other criteria that they may deem fit and necessary, apply the following criteria in the selection of the Selectee:


 


		a)	if the Corporation is proposed to be substituted during
the Construction Period, the Selectee shall possess the technical and financial capability in accordance to the qualifying criteria
of the First Party and Lenders, to perform and discharge all the residual duties, obligations and liabilities of the Corporation
under this Agreement.



 


		b)	the Selectee shall have the capability and shall unconditionally
consent to assume the liability for the payment and discharge of dues, if any, of the Corporation to the First Party under and
in accordance with this Agreement and also payment of the Total Debt Amount to the Lenders upon terms and conditions as agreed
to between the Selectee and the Lenders;



 


		c)	the Selectee shall have not been in breach of any agreement
between the Selectee and any Bank or any Lender or between the Selectee and any of the First Party, involving sums greater than
one million US Dollars at any time in the last two (2) years as on the date of the substitution of the Corporation.



 


		d)	any other appropriate criteria, whereby continuity in the
performance of the Selectee’s obligations under this Agreement is maintained and the security in favour of the Lenders under
the Financing Agreements is preserved.



 


		7.	Modalities



 


The following modalities shall
be applicable to any substitution of the Corporation by the Selectee pursuant to this Agreement:


 


		7.1	The Lenders’ Representative shall on behalf of the
Lenders propose to the First Party (the “Proposal”) pursuant to sub-clause 7.2 below, the name of the Selectee
for acceptance, seeking:



 


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		a)	grant of all the rights and obligations under this Agreement
and the other Project Documents executed between the First Party and the Corporation, to the Selectee (as substitute for the Corporation);



 


		b)	amendment of this Agreement and the other Project Documents
executed between the First Party and the Corporation, to the effect that the aforementioned grant to the Selectee, shall be such
that the rights and obligations assumed by the Selectee are on the same terms and conditions for the residual period of this Agreement
as existed in respect of the Corporation under the original Agreement and the other Project Documents executed between the First
Party and the Corporation; and



 


		7.2	The Proposal shall contain
the particulars and information in respect of the Selectee the data and information as the First Party may reasonably require.



 


		7.3	The Proposal shall be accompanied by an irrevocable and
unconditional undertaking by the Selectee that it shall, upon approval by the First Party of the Proposal:



 


		a)	observe, comply, perform and fulfill the terms, conditions
and covenants of this Agreement and all Project Documents executed between Corporation and the First Party or a new power purchase
agreement or respective Project Document (in the case of the novation thereof), which according to the terms therein are required
to be observed, complied with, performed and fulfilled by the Corporation, as if such Selectee was the Corporation originally
named under this Agreement; or the respective Project Document; and



 


		b)	be liable for and shall assume, discharge and pay the Total
Debt Amount or then outstanding dues to the Lenders under and in accordance with the Financing Agreements or in any other manner
agreed to by the Lenders and the First Party as if such Selectee was the Corporation originally named under such Financing Agreements.



 


		7.4	At any time prior to taking a decision in respect of the
Proposal received under clause 7.1, the First Party may require the Lender / Lenders’ Representative to satisfy it as to
the eligibility of the Selectee. The decision of the First Party as to acceptance or rejection of the Selectee, shall be made
reasonably and when made shall be final, conclusive and binding on the Parties.



 


		7.5	Such decision shall be made by the First Party at their
reasonably exercised discretion within seven (7) days of:



 


		a)	the date of receipt of the Proposal by the First Party;
or



 


		b)	the date when the last of further and other information
and clarifications in respect of any data, particulars or information included in the Proposal requested by the First Party under
clause 7.2 above is received; whichever is later.



 


Notwithstanding anything to the
contrary mentioned in this Agreement, the approval of the First Party for the select shall not be withheld in case the Corporation
meets the mentioned in clause 6.1.


 


		7.6	Upon approval of the Proposal and the Selectee by the First
Party, the Selectee mentioned in the Proposal shall become the Selectee.



 


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		7.7	Following the rejection of a Proposal, the Lenders and/or
the Lenders’ Representative shall have the right to submit a fresh Proposal, proposing another Selectee. The provisions
of this schedule shall apply mutatis mutandis to such fresh Proposal.



 


		7.8	The substitution of the Corporation by the Selectee shall
be deemed to be complete upon the Selectee executing all necessary documents and writings with or in favour of the Corporation,
First Party and the Lenders so as to give full effect to the terms and conditions of the substitution, subject to which the Selectee
has been accepted by the Lenders and the First Party and upon transfer of ownership and complete possession of the Project by
the First Party or the Corporation, as the case may be, to the Selectee. The First Party shall novate all the Project Documents,
which they had entered in to with the Corporation in order to make the substitution of the Corporation by the Selectee effective.




 


		7.9	Upon the substitution becoming effective pursuant to sub-clause
7.8 above, all the rights of the Corporation under this Agreement shall cease to exist:



 


Provided that, nothing contained
in this sub-clause shall prejudice any pending/subsisting claims of the Corporation against the First Party or any claim of the
First Party against the erstwhile Corporation or the Selectee.


 


		7.10	The Selectee shall, subject to the terms and conditions
of the substitution, have a period of ninety (90) days to rectify any breach and / or default of the Corporation subsisting on
the date of substitution and required to be rectified and shall incur the liability or consequence on account of any previous
breach and / or default of the Corporation.



 


		7.11	The decision of the Lenders and the First Party in the
selection of the Selectee shall be final and binding on the Corporation and shall be deemed to have been made with the concurrence
of the Corporation. The Corporation expressly waives all rights to object or to challenge such selection and appointment of the
Selectee on any ground whatsoever.



 


		7.12	All actions of the Lenders’ Representative hereunder
shall be deemed to be on behalf of the Lenders and shall be binding upon them. The Lenders’ Representative shall be authorized
to receive payment of compensation and any other payments, including the consideration for transfer, if any, in accordance with
the Proposal and the Financing Agreements and shall be bound to give valid discharge on behalf of all the Lenders.



 


		8.	Corporation’s Waiver



 


		8.1	The Corporation irrevocably agrees and consents to any
actions of the Lenders, the Lender’s Representative and the First Party or exercise of their rights under and in accordance
with these terms.



 


		8.2	The Corporation irrevocably agrees and consents that from
the date specified in clause 7.9, it shall cease to have any rights under this Agreement or the Financing Agreements.



 


		8.3	The Corporation warrants and covenants that any agreement
entered into by the Corporation, in relation to the Project, shall include a legally enforceable clause providing for automatic
novation of such agreement in favour of the Selectee, at the option of the Lenders or the First Party. The Corporation further
warrants and covenants that, in respect of any agreements which have already been executed in relation to the Project and which
lack a legally enforceable clause providing for automatic novation of such agreement, the First Party
shall procure an amendment in the concluded agreement to incorporate such clause.



 


	Initials: __________	Initials: __________
	Strictly Confidential	Property of BioCrude Technologies, Inc.


 




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		9.	Interim Protection



 


		9.1	Appointment of a Receiver



 


		a)	In every case of the Lenders issuing a Substitution Notice
and the First Party refusing to take over the Project and the Corporation failing to operate the Project in accordance with clause
4 (c) above and the First Party not electing to act as Receiver as per sub-clause 9.1 (b) hereof, the Lenders may institute protective
legal proceedings for appointment of a receiver (the “Receiver”) to maintain,
preserve and protect the assets held as security by the Lenders if such right is granted under the terms of the Financing Agreements.





 


		b)	Provided that in event of the First Party refusing to take
over the Project and the Corporation failing to operate the Project in accordance with clause 4 (c) above, and if the assets of
the Project are, in the opinion of the First Party, necessary and required for the operation and maintenance of the Project, the
First Party shall be entitled to elect to act as the Receiver for the purposes of this clause and be entitled to maintain, preserve
and protect the said assets by engaging an operator/service provider to act on their behalf and the Lenders and Corporation hereby
consent and agree to the same. Upon the First Party so intimating the Corporation and the Lender’s representative their
desire to act as Receiver, the Corporation and the Lender’s representative shall co-operate with the First Party to facilitate
the same.



 


		c)	Upon appointment of the Court appointed Receiver or the
First Party acting as Receiver, all the Receivables received by such Receiver shall be deposited by the Receiver in the bank account
jointly designated by the First Party and the Lenders. The Receiver shall be responsible for protecting the assets in receivership
and shall render a true and proper account of the receivership to the lenders in accordance with the terms of its appointment.



 


		d)	When acting as a Receiver or operator in accordance with
this Article 9 or clause 4 (b), the First Party shall be entitled to be remunerated for such services as may be determined by
Central Electricity Regulatory Commission. Furthermore, when acting as a Receiver, the First Party shall not be liable to the
Lenders, the Lenders’ Representative, Corporation or any third party for any default under this Agreement, damage or loss
to the Power Station or for any other reason whatsoever, except for willful default of the First Party.



 


		10.	Change in the First Party or Lenders



 


The Parties hereto acknowledge
that during the subsistence of this Agreement, it is possible that the First Party may cease to be a party to this Agreement by
reason of termination of this Agreement and any Lender may cease to remain as a Lender by reason of repayment of the debt or otherwise.
Further it may possible that any Lender may be substituted or a new Lender may be added. In the event of any First Party ceasing
to be a party to this Agreement or Financing Agreement respectively, the term and conditions as prescribed in this Schedule shall
cease to automatically apply to such First Party or Lender as the case may be. Further, upon any entity being added as a Lender
and in the event such entity is given the right to substitute the Corporation under the Financing Agreement and then the contents
of this Schedule shall be applicable to the exercise of such right by the said new entity.


 


	Initials: __________	Initials: __________
	Strictly Confidential	Property of BioCrude Technologies, Inc.


 




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SCHEDULE XI


INTEGRATED MSW-ENERGY COMPLEX SCHEMATIC


 





 


	Initials: __________	Initials: __________
	Strictly Confidential	Property of BioCrude Technologies, Inc.


 




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MSW, Land & Treated Sewage Effluent Concession
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SCHEDULE XII


DETAILED PROJECT REPORT ON THE IMPLEMENTATION OF
A WASTE TO ENERGY COMPLEX IN


MORONI, AUTONOMOUS ISLAND OF GRANDE COMORE


 


Refer to:


http://www.biocrudetech.com/portal/index.php?option=com_docman&task=cat_view&gid=178&Itemid=54


 


	Initials: __________	Initials: __________
	Strictly Confidential	Property of BioCrude Technologies, Inc.



 



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