CONTRACT


 


CLASSIFIED DOCUMENT


 


 


	MT760 Backed Facility 	 	Toronto
	Finance CONTRACT Number:	 	June
25, 2020
	TIM-250620-001-F/INV/GOV/KE	 	 









  


 


 


 


between


 


The
GOVERNMENT of


The
REPUBLIC of KENYA


 


 


And


 


 


TECHNO-INVESTMENT MODULE
LTD.


KALLO INC.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 





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This Contract is made this
25th Day of JUNE 2020 A.D., by and between:


 


The Republic of Kenya represented
by the Minister of Finance, the National Treasury of the Republic of Kenya and hereinafter referred to as the “BORROWER”;
of the First Party


 


AND


 


Techno-Investment Module Ltd,
(TIM LTD.) a company duly incorporated in accordance with the laws of the Republic of Belarus with its company registration
No.193337759 represented by Mr. Sergey Pokusaev, Chief Executive Officer, duly authorized by the Board of Directors of the company
hereinafter referred to as the “Provider of the Finance line”, of the Second Party, and


 


KALLO INC., a company registered
and governed by the law of the State of Nevada (USA), and represented by John CECIL, , in his capacity as President and Chief Executive
Officer, whose core business is implementation of healthcare projects and programs. The principal establishment of Kallo Inc. is
located at 255, Duncan Mill Road, Suite 504, North York, Ontario, Canada M3B 3H9, registered in Ontario under Ontario Business
Number 1827824. Kallo Inc., and TIM LTD. have a global collaboration exclusively to provide a comprehensive Healthcare Solutions
inclusive of financing.


Hereafter individually as a “PARTY”
and together as the “PARTIES” WHEREAS:


		1.	The
Borrower has requested a funding facility €1,068,932,543 (One Billion Sixty Eight Million Nine Hundred and Thirty Two Thousand,
Five Hundred and Forty Three Euros only).



		2.	The
Provider of the Finance line has considered that the granting of the funding facility
falls within the scope of their lending criteria and the borrower’s capacity for borrowing under a structured financing model.



The “Provider
of the Finance line” has agreed to fund Kallo’s Healthcare Projects implemented in the Republic of Kenya by the Ministry
of Health and Population as follows:


		1.1	Subject to the SCC, the Goods and Related Services to be supplied shall be as specified in
the Technical Proposal Ref# AF/KN/MAY-2020/CRR-TP-000101 under the Bill of Goods.



 


 


 


 





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		1.2	Subject to the SCC, costs of Goods and Related Services to be supplied shall be as specified
in the Financial Proposal Ref# AF/KN/MAY-2020/CRR-FP-000101 under the Bill of Goods.



 


		3.	According
to the Constitution of the Republic of Kenya the Cabinet Secretary / National Treasury and Planning has the authority
to borrow money on behalf of the Government by concluding loan agreements for the borrowing and for TIM LTD. to execute this Contract
on the terms and conditions set out in this Contract



 


		4.	The Provider of the Finance
line and the Borrower shall ensure that;



		(i)	the
proceeds of the transaction envisaged pursuant to this Contract
are good, clear, clean authentic, legally earned and of non-criminal origin;



		(ii)	the
transaction and Contract are
not entered into in order to facilitate and advance terrorist activities, drug trafficking
and/or illegal arms dealings;



		(iii)	all
the Provider of the Finance and Borrower operations, subsidiaries and related parties are subject to and comply with applicable
laws and regulations relating to the combat against Money Laundering (AML) and the Financing of Terrorism (CFT). Therefore, the
Provider of the Finance and Borrower certify and confirm in writing they are in compliance with applicable laws and regulations
relating to combatting AML and CFT.



 


		5.	The
Borrower and the Provider of the Finance warrants that they apply and comply with the Recommendations
of the Organization for Economic Co-operation and Development (OECD) Financial Action Task Force (FATF).



 


		6.	The
Provider of the Finance considers that access to information plays an essential role in the
reduction of environmental and social risks, including human rights violations, linked to
the projects it arranges and or finances;



 


		7.	The
processing of personal data shall be carried out by the Provider of the Finance in accordance with applicable United States, United
Kingdom, European Union legislation on the protection of individuals with regard to the processing of personal data and bodies
and on the free movement of such data.



 


AND WHEREAS the Parties
have agreed to enter into an agreement for the purpose of funding the Project;


 


NOW THEREFORE in consideration
of the mutual promises, assertions and covenants herein and other good and valuable considerations, the receipt of which is acknowledged





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hereby, the Parties hereby
agree to the following INTERPRETATION AND DEFINITIONS


INTERPRETATION


In this Contract:


 


		(i)	References
to Articles, Recitals and Schedules are, save if explicitly stipulated otherwise,
references respectively to articles of, and recitals and schedules to this Contract.



 


		(ii)	References
to a provision of law are references to that provision as amended or re-enacted.



 


		(iii)	References
to any other agreement or instrument are references to that other agreement or instrument as amended, novated, supplemented, extended,
or restated.



 


DEFINITIONS


In this Contract:


 


“Affiliates”
means a Subsidiary or a Holding Company of the Borrower or the Provider of the Finance or any other Subsidiary of that Holding
Company.


 


“Business
Day” means a day (other than a Saturday or Sunday) on which the The Bank is open for general business in London, United
Kingdom.


 


“CONTRACT” means this Finance Contract.


 


“Disbursement Date”
means payment date and vice versa. This is the date on which actual disbursement or payment of the proceeds of the Loan, are
made by the Provider of the Finance via MT103 trigger by the issuing and verification of active MT760 guarantee instrument/s from
the Borrower.


 


“Disbursement Notice”
means a notice from the Provider of the Finance in the form of a copy of the SWIFT 103 showing the date of disbursement or
payment of the full proceeds of the Loan.


 


“Disruption Event” means either
or both of:


 


		(i)	a
material disruption to those payment or communications systems or to those financial markets which are, in each case, required
to operate in order for






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payments to be made
in connection with this Contract; or


		(ii)	the
occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments
operations of either the Bank or the Borrower, preventing that Party:



		a.	from performing its payment
obligations under this CONTRACT; or



		b.	from communicating with
other Parties,



 


which disruption (in either such case as per (i)
or (ii) above) is not caused by, and is beyond the control of, the Party whose operations
are disrupted.


 


“Effective date
of Transaction” means the date on which the transaction documents (such as Bank Guarantee or Standby Letter of Credit
issued by The Bank Nairobi, Kenya via their international correspondent bank, Bank London United Kingdom) are concluded and become
Legally Binding


 


“Event of Default”
means any of the circumstances, events or occurrences specified as;


		(1)	the
Borrower does not pay, on the due date, any amount payable pursuant to this CONTRACT,
at the place and in the currency in which it is expressed to be payable, unless;



		a.	its
failure to pay is caused by an administrative or technical error or a Disruption Event; and



		b.	payment is made within
3 (three) Business Days of its due date; or



 


		(2)	if
it becomes unlawful for the Borrower to perform any of its obligations under this Contract or this Contract is not effective in
accordance with its terms or is alleged by the Borrower to be ineffective in accordance with its terms.



 


“Financing of Terrorism”
means the provision or collection of funds, by any means, directly or indirectly, with the intention that they should be used,
or in the knowledge that they are to be used, in full or in part, in order to carry out any of the offences, within the meaning
of Articles 1 to 4 of the EU Council Framework Decision 2002/475/JHA of 13 June 2002, on combating terrorism.


 


“Final Maturity
Date” means 1 (One) Year and 1 (One) day, from issuance and delivery of acceptable letter of guarantee, in URDG 758 demand
guarantee format, latest addition, duly confirmed and accepted as payable at the counters at maturity of the confirming bank of
the issuer acceptable to the Provider of the Finance. The Guarantee will be automatically renewable at maturity every year.


“Fixed Interest Rate”
means an annual interest rate determined by the Provider of the





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Finance


 


“Group” means
the Borrower and its Affiliates or the Provider of the Finance and its Affiliates.


 


“GCC” means
the General Conditions of Contract. As referred to in the Project Contract Ref# AF/KN/JUNE-2020/CRR-PC-000101 Page 3 (g)


 


“Holding Company” means
an entity in respect of which the Borrower or the Provider of the Finance is a Subsidiary and its subsidiaries.


 


“Loan” means
the aggregate amount of the proceeds of this Contract disbursed by the Provider of the Finance to the Borrower under this Contract
via an MT103, which is activated by the Borrower MT760 or by the confirming bank - London, United Kingdom of the Borrower.


 


“Material Adverse Change” means,
any event or change of condition, which, in the opinion of the Provider of the Finance has a material adverse effect on:


 


		a.	the ability of the Borrower
to perform its obligations under this Contract;



		b.	the
business, operations, property, condition (financial or otherwise) or prospects of
the Borrower or the Group as a whole; or



 


		c.	the
validity or enforceability of, or the effectiveness or ranking of, or the value of any Security granted to the Provider of the
Finance, or the rights or remedies of the Provider of the Finance under this Contract.



 


“Money Laundering” means:


 


		a.	the
conversion or transfer of property, knowing that such property is derived from criminal activity or from an act of participation
in such activity, for the purpose of concealing or disguising the illicit origin of the property or of assisting any person who
is involved in the commission of such activity to evade the legal consequences of his
action;



 


		b.	the
concealment or disguise of the true nature, source, location, disposition, movement, rights with respect to, or ownership of property,
knowing that such property is derived from criminal activity or from an act of participation
in such activity;



 


 





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		c.	the
acquisition, possession or use of property, knowing, at the time of receipt, that
such property was derived from criminal activity or from an act of participation in
such activity; or



 


 


		d.	participation
in, association to commit, attempts to commit and aiding, abetting, facilitating and counseling the commission of any of the actions
mentioned in the foregoing points.



 


“Month(s)” means, a calendar month(s)


 


“Prepayment Amount” means
the amount of a capital balance together with the accrued interest due to be prepaid by the Borrower.


 


“Prepayment Date” means
the date, which shall be a payment due date, on which the Borrower proposes to effect prepayment of a Prepayment Amount.


“Prepayment Event” means any
of the events described as the following:


		a.	the
Borrower has made a voluntary prepayment request, or an Event of default has occurred,
or



		b.	it
becomes unlawful in any applicable jurisdiction for the Provider of the Finance or the Borrower
to perform any of its obligations as contemplated in this CONTRACT or to fund or maintain the Loan;



 


“Prohibited Conduct” means any
Financing of Terrorism, Money Laundering or Prohibited Practice.


"Prohibited Practice" means any:


 


		a.	Coercive
Practice, meaning the impairing or harming, or threatening to impair or harm, directly or indirectly, any party or the property
of a Party to influence improperly the actions of a Party;



 


		b.	Collusive
Practice, meaning an arrangement between two or more parties designed to achieve an improper purpose, including to influence improperly
the actions of another party;



 


		c.	Corrupt
Practice, meaning the offering, giving, receiving or soliciting, directly or indirectly, of anything of value by a party to influence
improperly the actions of another party;






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		d.	Fraudulent
Practice, meaning any act or omission, including a misrepresentation, that knowingly
or recklessly misleads, or attempts to mislead, a party in order to obtain a financial
or other benefit or to avoid an obligation; or



 


		e.	Obstructive
Practice, meaning in relation to an investigation into a Coercive, Collusive, Corrupt
or Fraudulent Practice in connection with this Loan or the Project, (a) deliberately
destroying, falsifying, altering or concealing of evidence material to the investigation; and/or threatening, harassing or intimidating
any party to prevent it from disclosing its knowledge of matters relevant to the investigation or from pursuing the
investigation, or (b) acts intending to materially impede the exercise of the Contractual
rights of audit or access to information.



 


“Project” means Kallo’s Healthcare
Projects implemented in the Republic of Kenya


by the Ministry of Health Ref# AF/KN/MAY-2020/CRR-TP-000101/
approved by the Cabinet Secretary of Health.


 


“REPAYMENT
DUE DATE” means the last day of a quarterly period from the day the Loan has been disbursed. A quarterly period equals
to three (3) Months. If such last day falls on a non-business day, the REPAYMENT DUE DATE for that particular quarter will be moved
to the immediately following business day after such day. Any payment received after Three (3) business days of the REPAYMENT DUE
DATE will be considered an event of default.


 


“SCC”
means the Special Conditions of Contract. As referred to in the Project Contract Ref# AF/KN/JUNE-2020/CRR-PC-000101 Page 4 (k)


 


Sanctioned Persons”
means any individual or entity listed in one or more Sanction Lists


“Sanction Lists” means:


		a.	Any
economic, financial and trade restrictivemeasures and arms embargoes issued by
the European Union pursuant to Chapter 2 of Title V of the Treaty on European Union
as well as Article 215 of the Treaty on the Functioning of the European Union, as available
in the official EU websites http://ec.europa.eu/external_relations/cfsp/sanctions/consol-list_en.htm and http://eeas.europa.eu/cfsp/sanctions/consol-list_en.htm
and as amended and supplemented from time to time or on any successor page; or,



		b.	any
economic, financial and trade restrictive measures and arms embargoes issued by the
United Nations Security Council pursuant to Article 41 of the UN






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		c.	Charter
as available in the official UN website:



:http://www.un.org/sc/committees/list_compend.shtml
as amended and supplemented from time to time or on any successor page.


 


“Security”
means the bank guarantee / Standby letter of Credit delivery by Swift MT760, CASH BACKED GOVERNED BY URDG 758 AND ISP 98 LATEST
REVISION, ICC PUBLICATION NO. 600 issued by the Borrower’s Bank Bank Nairobi, Kenya and confirmed by the Bank.


 


“Subsidiary”
means an entity of which a person has direct or indirect control or owns directly or indirectly more than 50% of the voting
capital or similar right of ownership, and control for this purpose means the power to direct the management and the policies of
the entity whether through the ownership of voting capital or otherwise.


 


“Voluntary Prepayment
Request” means a written request from the Borrower to the Provider of the Finance to prepay all or part of the Loan.


 


“Tax”
means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable
in connection with any failure to pay or any delay in paying any of the same).


 


“Year” means
Twelve (12) Months.


 


ARTICLES


 


		1.	The Parties hereby enter
into an CONTRACT with the view to extend financing by the Provider of the Finance through a Bank Guarantee / Standby Letter of
Credit, governed by URDG 758 and ISP 98, in accordance ICC 600 secured long term [maximum 20 years] funding facility in the amount
of €1,068,932,543 (One Billion, Sixty Eight Million, Nine Hundred and Thirty Two Thousand, Five Hundred and Forty Three Euros
only) to the Borrower to be used for building of the Projects as per the approved Term-Sheet.



 


		2.	The
loan amount will be made available by the Provider of the Finance as a series of payments being part of the total Loan Amount,
subject to the provision of acceptable collateral instruments, and sent into the Borrower’s nominated account via MT103 from
the Provider of the Finance’s bank activated by the issuance by the Borrower’s bank of MT760 confirmed Standby Letter
of Credit.



 


		3.	The
Borrower will issue a Standby Letter of Credit ACCEPTABLE BY Provider of the Finance (THIS GUARANTEE IS SUBJECT TO THE UNIFORM
RULES FOR DEMAND GUARANTEES (URDG) GOVERNED BY URDG 758 AND ISP 98 LATEST REVISION, ICC PUBLICATION NO. 600) for the aggregated
amount of €1,425,243,390 (One Billion, Four Hundred and Twenty Five Million, Two Hundred and Forty Three






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Thousand, and Three Hundred
and Ninety Euros only) as security for repayment of the Loan based on the Loan to Value (LTV). The Borrower will ensure its issuing
bank, the Bank Nairobi, Kenya have their Standby Letter of Credit is confirmed by the correspondent Bank, the Bank head office
and approved by the National Treasury and Planning of the Republic of Kenya.


 


		4.	The
Provider of the Finance, within ten (10) banking days after receiving, verification and authentication of each Bank Guarantee /
Standby Letter of Credit, governed by URDG 758 and ISP 98, in accordance ICC 600, sent by SWIFT MT760 from the Commercial Bank.
The Provider of the Finance will then remit payment to Kallo in accordance to the Contract.



 


		5.	The
procedures for the issuance of the guarantee by the Borrower’s bank is as follows:



		a.	The
Parties sign 3 original copies of this CONTRACT governing issuance, delivery and funding of the bank credit instrument, including
these procedures and the issuing bank’s and receiving bank’s coordinates with a
true copy of it going to their respective banks;



 


		b.	The
Borrower, as the applicant, procures and shares with the Provider of the Finance, a true copy of a ready willing and able (RWA)
letter to Applicant from its issuing Bank (the Bank, Nairobi, Kenya, signed by two bank officers, stating it is RWA to issue and
transmit the cash-backed, irrevocable, transferable Standby Letter of Credit, THIS
GUARANTEE IS SUBJECT TO THE UNIFORM RULES FOR DEMAND GUARANTEES (URDG) GOVERNED BY URDG 758 AND ISP 98 LATEST REVISION, ICC PUBLICATION
NO. 600. An acceptable text of which RWA letter is attached hereto and marked as Schedule B; the Borrower share the same
information with the Provider of the Finance;



 


		c.	Issuing
bank (the Bank, Nairobi, Kenya) sends Pre-advice of MT760 delivery of bank credit instrument Standby Letter of Credit, THIS STANDBY
LETTER OF CREDIT IS SUBJECT TO THE UNIFORM RULES FOR DEMAND GUARANTEES (URDG) GOVERNED BY URDG 758 AND ISP 98 via MT799 to Provider
of the Finance’s advising bank, immediately delivering a copy of it to the Borrower for follow up; the Borrower delivers
the same copy to the Provider of the Finance;



 


 


		d.	The
Provider of the Finance’s advising bank acknowledges the Borrower’s Pre-advice via
MT799, therein confirming readiness to receive delivery of






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the instrument
via MT760 and advising issuing bank of the Provider of the Finance’s capability to pay for the instrument according
to the underlying CONTRACT terms, schedule and timing;


 


		e.	The
Issued Standby Letter of Credit, IS SUBJECT TO THE UNIFORM RULES FOR DEMAND GUARANTEES
(URDG) GOVERNED BY URDG 758 AND ISP 98 (International Standby Practice) LATEST REVISION, ICC PUBLICATION NO. 600, acceptable
verbiage of which is at Schedule C, via MT760;



		6.	The currency of this
Contract and its disbursements will be in € EURO.



 


		7.	The
disbursement of the Loan Amount will be paid by way of cash transfer via MT103 from the Provider of the Finance’s bank into
Kallo account. 



 


		8.	The
final Maturity date of the guarantee via MT760 will be One (1) Year from issuance and delivery of acceptable by Provider of the
Finance’s Bank Guarantee. THIS GUARANTEE IS SUBJECT TO THE UNIFORM RULES
FOR DEMAND GUARANTEES (URDG) GOVERNED BY URDG 758 AND ISP 98 LATEST REVISION, ICC PUBLICATION NO. 600, THIS GUARANTEE IS
TRANSFERABLE, AND ASSIGNABLE duly confirmed and accepted as payable at the counters at maturity. The Guarantee will be automatically
renewable at maturity every year until this Contract term (20 years) is completed.



 


		9.	The
interest rate for the Loan will be calculated at Libor plus two percent (Libor + 2%) per annum
calculated on a basis of calendar year of Twelve (12) defined months apply on the Loan amount outstanding balance.



 


		10.	A
late payment penalty of 1.5 Percent (1.5%) per month will be charged on any payment not received on REPAYMENT DUE DATE.



 


		11.	The
Loan repayment by the Borrower will be as follows:



 


There
will be no repayment for Three (3) years (grace period); Interest due will be capitalized during this period. Followed by Quarterly
repayment of Loan Principal and Interest. The Capital repayment will be amortized in equal tranches until the end of the loan tenor.
Any repayment due will be made on a REPAYMENT DUE DATE and no later than Three (3) business days after the REPAYMENT DUE DATE according
to the repayment amortization schedule is attached here.


The borrower
must make the repayment in EURO without any deductions into the Lender specified account.





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The Government of Kenya will be responsible for the
amount owed for the Project as per Project Contract Ref# AF/KN/JUNE-2020/CRR-PC-00010/.


 


		12.	Voluntary
prepayments are acceptable conditional of the Bank guarantee maturity annually. The Borrower may prepay all or part of any outstanding
capital balance, together with accrued interest, upon giving a Prepayment Request with at least 1 (one) month's prior notice specifying;



		a.	the Prepayment Amount
and



		b.	the
Prepayment Date. For ease of calculation the total amount of the prepayment made will
be first allocated to clear any outstanding interest due at the time of the request and the second allocated toward reducing the
capital balance due at the time of requesting the prepayment.



 


		13.	Compulsory
PREPAYMENT EVENTS occur when an EVENTS OF DEFAULT has occurred, or it becomes unlawful
in any applicable jurisdiction for the Provider of the Finance or the Borrower to perform any of its obligations as contemplated
in this Contract or to fund or maintain the Loan. In these cases, the Provider of the Finance can immediately call up the guarantee/s.



 


		14.	The
Provider of the Finance may immediately call upon the guarantee/s in the occurrence of an Event
of Default, a Disruption Event or a Material Adverse Change.



 


		15.	The
Provider of the Finance shall have the right to cede its rights and obligations in terms of the Loan to a Third party without the
consent of the Borrower.



 


		16.	No
cancellation of this Contract will be allowed upon its signing by the Parties. If any Party to this Contract cancels or retracts
from it after signing it off, the other Party will be entitled to compensation from the cancelling Party calculated as the reasonable
loss incurred by Provider of the Finance and Kallo through the cancellation. Furthermore, the Borrower confirms that the transaction
will not be terminated until the full amount of €1,068,932,543 (One Billion Sixty Eight Million Nine Hundred and Thirty Two
Thousand, Five Hundred and Forty Three Euros only) - is disbursed to Kallo Inc. for the completion of the Healthcare and other
projects.



 


		17.	The
Effective Date of this Contract will be the date of signing.



 


		18.	The
Parties irrevocably agree that they shall not disclose or otherwise reveal, directly or indirectly, to any unauthorized individual
or entity, any confidential information provided by one Party to another, including but not limited to Contract terms, product
information concerning the identity of sellers, producers, buyers, Provider of the Finances, Borrowers, brokers, distributors,
refiners, manufactures, technology owners, or






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the
representatives of any of the above, as well as names, addresses, principals or email
addresses/telex/fax/telephone numbers, references to product or technology information
and/or any other information deemed confidential or privileged within the broadest
possible scope of the project or the transaction, without prior specific written consent of the Party or Parties, generating or
with the proprietary rights to such information.


 


		19.	The
Parties agree not to circumvent or attempt to circumvent this agreement in an effort
to gain fees, commissions, remunerations, considerations or other benefit for one
or more of the Parties whether or not such fees, commissions, remunerations or considerations gained through circumvention would
otherwise be deemed the rightful property of any one or several of the Parties.



 


		20.	For
purposes of the restrictions contained in the Non-Circumvention, the Borrower and the Provider of the Finance or their respective
Groups and their respective structures and associated parties are, regarded as clients and funding partners of the Provider of
the Finance’s Group with benefits equal to the ratio envisaged in this agreement to accrue to in respect of all
and any transactions to be concluded with the Provider of the Finance and the Borrower /or their related parties for a period
of 10 (ten) years from date of signature hereof.



 


		21.	This
agreement may only be varied in writing, signed by all Parties. In the event of dispute, the arbitration laws of France or Switzerland,
without giving effect to its internal rules of conflict of laws will apply; and, the signing Parties hereby accept such selected
jurisdiction as the exclusive venue. Signatures on this Contract received by the way of Facsimile, Mail and/or E-mail or any other
conventionally accepted method of document transmission, shall be an executed Contract.



 


		22.	This
Contract shall and will be enforceable and admissible for all purposes as may be necessary under the terms of the Contract. All
signatories hereto acknowledge that they have read the foregoing Contract and by their initials and signature that they have full
and complete authority to execute the document for and in the name of the Party for
which they have given their signature.



 


		23.	The
borrower undertakes they will be individually responsible for paying the cost of any risk insurance required by Kallo Inc. to implement
Kallo’s Healthcare project.



 


		24.	The
Parties undertakes they will not enter into a Prohibited Conduct nor Prohibited Practice pursuant this Contract.



 


		25.	The
Parties undertakes they will be individually responsible for paying the Tax due






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pursuant this Contract in
their respective jurisdictions.


 


		26.	The
Parties accept and agree without change all the terms and conditions set in this Contract.



 


		27.	The
Parties undertake that the conditions and terms set in this Contract will be met.



 


 


		28.	FORCE-MAJEURE



 


		A.	The Parties shall not be responsible for failure in fulfillment of the contractual obligations in a whole or partially if such
failure is the result of Force-Majeure circumstances.



 


		B.	Force-Majeure circumstances shall mean circumstances caused by the reasons of extraordinary character, which cannot
be foreseen and prevented by the Parties (fire, flood, earthquake or other natural phenomena as well as war, blockade, strikes,
governmental sanctions de jure or de facto, acts of state authorities), if such circumstances prevent fulfillment of the contractual
obligations.



 


		C.	The Party, for which it becomes impossible to meet its contractual obligations due to Force-Majeure circumstances, shall
notify of that the other Party in writing latest 3 days as of the date of their beginning.
Fax notification shall be acceptable with the original to follow. The date of post stamp of post department put in the country
of dispatch shall be deemed as the date of notification. Notification can be sent by telex. In this case the date of the telex
shall be deemed as the date of notification.



 


		D.	Lack of notification from the Party to which it becomes impossible to fulfill its contractual
obligations due to Force-Majeure circumstances following the procedure stated
herein shall deprive this Party of the right to refer to Force- Majeure
circumstances in order to be released from liability hereunder.



 


		E.	Certificate issued by the corresponding Chamber of Commerce and Industry shall be sufficient proof of the Force-Majeure
circumstances’ existence.



 


		F.	When Force-Majeure circumstances occur the time stipulated for fulfillment by the
Parties of their obligations hereunder shall be extended for the period during which the above circumstances or their consequences
last.



 


		G.	If the above circumstances are in force for more than 30 days any non-delivery or delivery may become null and void against
statement of one of the Parties. If the above






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circumstances last for more than 60 days each Party
shall have the right to cease further fulfillment of its obligations hereunder (except for the Provider of the Finance’ to
pay his Expenses, delivered under the Contract.


 


 


RECITALS AND SCHEDULES


The Recitals and following Schedules
form part of this Contract


 


****IT IS UNDERSTOOD THESE
VERBIAGES ARE GUIDELINES FOR BANK VERBIAGES TO BE VERIFIED BY BOTH ISSUING AND RECEIVING BANKS ONCE THIS CONTRACT IS SIGNED AND
LODGED WITH EACH PRINCIPALS BANK*****


 





	Schedule A:	 	Issuing Bank RWA letter in MT799 verbiage model Issuing Bank Swift Message for pre-advice (MT799) and operative
	 	 	BG (MT760) verbiage model
	Schedule B:	 	Issuing Bank Swift Message for pre-advice (MT799) and operative
	 	 	BG (MT760) verbiage model
	Schedule C:	 	Banking information of the Provider of the Finance
	Schedule D:	 	Banking information of Borrower
	Schedule E:	 	Binding Term sheet
	Schedule F:	 	Copy of the passports of Borrower, Provider of the Finance and
	Schedule G:	 	Payment Schedule



 


IN WITNESS WHEREOF
the Parties hereto have caused this Contract/Contract to be executed in three originals in the English language and have respectively
caused their representatives to initial each page of this Contract.





     -15-


     


    

 


 


ACCEPTED AND AGREED WITHOUT CHANGE BY THE PARTIES


 


 


For the Borrower


 


	Country and Ministry	
        The National Treasury and Planning,

        The Republic of Kenya

	Address	
        Treasury Building, Harambee Avenue,

        P.O.Box. 30007-00100

        Nairobi, Kenya

	Authorized Signatory - Name	Hon.(AMB.) UKUR YATANI, EGH
	Authorized Signatory - Title	Cabinet Secretary / National Treasury and Planning
	Passport Number	 
	Country of issuance	 
	Date of Signature	 


 


 


 


 


Government Seal and Signature


 


 


 


 


For the Provider of the Finance


 


	Company Name	Techno-Investment Module Ltd.
	Company Address	Melezha Street 1 Unit 408, 220113 Minsk, Republic of Belarus
	Company Registration Number	 
	Authorized Signatory Name and Designation	 
	Passport Number	 
	Country issuance	 
	Date of Signature	 


 


 


 


 


 


Company Seal and Signature


 


 


 


 


 





     -16-


     


    

SCHEDULE A


 


 


 


----------------------------- Instance Type and Transmission ------------------------------


Notification (Delivery) of Original sent to SWIFT (ACK)


User Delivery Status: Delivered to Receiver


Priority/Delivery : Normal/Delivery Notification


Message Input Reference : XXXXXXXXXXXXXXXXX0099000396


----------------------------------- Message Header ----------------------------------------


SWIFT INPUT : MT 799 Free Format Message


SENDER :


BANK ADDRESS:


BANK TELEPHONE: +


BANK OFFICER:


BANK OFFICER EMAIL:


SWIFT CODE:


 


RECEIVER :


BANK ADDRESS:


BANK TELEPHONE:


BANK OFFICER:


BANK OFFICER EMAIL:


SWIFT CODE:


------------------------------------ Message Text------------------------------------------


F20: Transaction Reference Number


XXXXXXXXXXXXXXXXXX


F21: RELATED REFERENCES


FROM: .........................................................


ACCOUNT NO.:


BANK NAME:


BANK ADDRESS:


COUNTRY:


 


TO:


ACCOUNT NO.: XXXXXXXXXXX


BANK NAME: ................................................................................


BANK ADDRESS:,


COUNTRY:


REF: TRANSACTION CODE: XXXXXXXXXXXXXXXXXXX


SUBJECT: SWIFT MT799 PREADVISE OF DELIVERY OF STANDBY LETTER
OF CREDIT NO. _________


 


WE, THE
BANK PLC HEREBY CONFIRM WITH FULL BANKING RESPONSIBILITY THAT ON BEHALF OF OUR CLIENT, ............................................................................,
WE ARE READY TO IRREVOCABLY ISSUE, TRANSMIT AND DELIVER TO YOUR BANK THE CASH-BACKED, IRREVOCABLE AND UNCONDITIONAL, NEGOTIABLE,TRANSFERABLE,
ASSIGNABLE, DIVISIBLE STANDBY LETTER OF GUARANTEE, (OR TRANSFERRABLE BANK GUARANTEE) IN URDG 758 FORMAT VIA A SWIFT MT760 MESSAGE
NUMBER: XXXXXXXXXX IN THE FACE AMOUNT OF €1,425,243,390 (ONE BILLION, FOUR HUNDRED
AND TWENTY FIVE MILLION, TWO HUNDRED AND FORTY THREE THOUSAND, AND THREE HUNDRED AND NINETY EUROS ONLY) IN
FAVOR OF TIM LTD, ACCOUNT NUMBER: _________________ FOR A PERIOD OF ONE (1) YEAR AND ONE (1) DAY. 


 


 


 





     -17-


     


    

WE HEREBY CONFIRM AND UNDERTAKE TO PAY
AGAINST THIS BANK STANDBY LETTER OF CREDIT UPON PRESENTATION TO US THE ORIGINAL OF THIS STANDBY LETTER OF CREDIT AT OUR COUNTERS
ON MATURITY, BUT NOT LATER THAN FIFTEEN (15) DAYS AFTER THE MATURITY DATE.


.


THERE WILL BE NO LIENS AND ENCUMBRANCES
ON THIS INSTRUMENT, WHICH SHALL BE DELIVERED AND AVAILED VIA MT760 AND EXACT STANDBY LETTER OF GUARANTEE AS PER FOLLOWING TEXT
BELOW INSTRUCTION.


 


 


--------------- INSERT VERBIAGE OF MT760
---------------


 


THIS SWIFT MESSAGE IS VERIFIABLE ON NORMAL
BANK-TO-BANK BASIS WITH FULL BANKING RESPONSIBILITY.


.


THIS SWIFT IS OUR VALID AND OPERATIVE
INSTRUMENT. NO MAIL CONFIRMATION WILL FOLLOW. ALL CHARGES ARE FOR THE ACCOUNT OF APPLICANT.


.


END OF MESSAGE


..


FOR AND BEHALF OF


_________________ BANK 


 


 


 





     -18-


     


    

SCHEDULE B:


MT760 - ISSUE OF
A BANK GUARANTEE (BG) (MT760) IN URDG VERBIAGE MODEL.


 


DATE OF ISSUE: XXXXX.


TYPE OF GUARANTEE: STANDBY LETTER OF CREDIT,
GOVERNED BY URDG758 AND ISP 98, IN ACCORDANCE WITH ICC 600


APPLICANT: XXXXX.


BENEFICIARY: XXXXX.


BANK OF BENEFICIARY: XXXXX. GUARANTEE NUMBER:
XXXXX. CURRENCY CODE: EURO GUARANTEE AMOUNT: XXXXX.


DATE AND PLACE OF EXPIRY: XXXXX / XXXXXXXXXXX.
PLACE FOR PRESENTATION: AT OUR COUNTERS


FORM OF PRESENTATION: PAPER/BY COURIER SERVICE.
LANGUAGE OF ANY REQUIRED DOCUMENTS: ENGLISH.


PARTY LIABLE FOR THE PAYMENT OF ANY CHARGES:
BORROWER UNDERLYING RELATIONSHIP: XXXXX.


 


WE HEREBY IRREVOCABLY
AND UNCONDITIONALLY WITHOUT PROTEST OR NOTIFICATION, WITH OUR FULL RESPONSIBILITY, UNDERTAKE TO PAY AGAINST THIS GUARANTEE NUMBER
SBLC/XXXXX TO THE ORDER OF TECHO-INVESTMENT MODULE LTD., AT EXPIRY DATE OF THE DD OF MM, YYYY, THE SUM OF €1,425,243,390 (ONE
BILLION, FOUR HUNDRED AND TWENTY FIVE MILLION, TWO HUNDRED AND FORTY THREE THOUSAND, AND THREE HUNDRED AND NINETY EUROS ONLY).
THIS GUARANTEE THE CASH-BACKED, IRREVOCABLE AND UNCONDITIONAL, NEGOTIABLE, TRANSFERABLE, ASSIGNABLE, DIVISIBLE STANDBY LETTER OF
GUARANTEE, (OR TRANSFERRABLE BANK GUARANTEE) AND IN LAWFUL CURRENCY OF THE EUROPEAN UNION UPON SURRENDER AND PRESENTATION OF THE
ORIGINAL HARD COPY OF THIS GUARANTEE AS PER OUR FILE ACCOMPANIED BY THE BANK OF BENEFICIARY’S WRITTEN AND SIGNED STATEMENT
THAT THE AMOUNT DEMANDED IS IN ACCORDANCE TO THE TERMS AND CONDITIONS OF THE FINANCE
CONTRACT.


 


SUCH PAYMENT SHALL
BE MADE WITHOUT SET OFF AND SHALL BE FREE AND CLEAR OF ANY DEDUCTIONS OR CHARGES, FEES, OR WITHHOLDINGS OF ANY NATURE PRESENTLY
OR IN THE FUTURE IMPOSED, LEVIED, COLLECTED, WITHHELD OR ASSESSED THEREIN OR THEREOF.


 


PAYMENT
IS AVAILABLE UPON THE BENEFICIARY'S FIRST WRITTEN DEMAND IN THE FORM OF PRESENTATION
INDICATED ABOVE ONLY TO BE SENT TO US NOT EARLIER THAN 15 (FIFTEEN) DAYS AND SHALL BE INTERPRETED IN ACCORDANCE WITH THE LAWS OF
ENGLAND AND WALES. ANY DISPUTE ARISING OUT OF OR IN CONNECTION WITH THIS GUARANTEE SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION
OF THE COMMERCIAL COURT OF ENGLAND. THIS GUARANTEE IS SUBJECT TO THE UNIFORM RULES FOR
DEMAND GUARANTEES (URDG) GOVERNED BY URDG 758 AND ISP 98 LATEST REVISION, ICC PUBLICATION NO. 600. THIS
GUARANTEE IS AN OPERATIVE INSTRUMENT NO FURTHER CONFIRMATION SHALL FOLLOW WITHIN SEVEN (7) BANKING DAYS OF THIS ELECTRONIC DELIVERY
OF THE INSTRUMENT TO YOU, THE ORIGINAL HARD COPY SHALL BE DELIVERED BY US TO YOU BY BONDED BANK COURIER.


 


 


 


 





     -19-


     


    

 


SCHEDULE C: 


BANKING INFORMATION OF
THE PROVIDER OF THE FINANCE


 


	Bank Name	 
	Bank Address	 
	Bank SWIFT CODE	 
	Account Name	 
	Account Signatory (Name and Title)	 


 


 


SCHEDULE D: 


BANKING INFORMATION
OF THE BORROWER


 


	Bank Name	 
	Bank Address	 
	BIC/SWIFT CODE	 
	Branch Code	 
	Account Name	 
	Account Number	 
	Account Currency	EURO
	Account Signatory (Name & Title)	 
	Bank Telephone number	 
	 	 
	Correspondent Bank Name	 
	Correspondent Bank Address	 
	Bank BIC/SWIFT CODE	 
	 	 
	 	 


 


 


 





     -20-


     


    

SCHEDULE E:


BINDING TERM-SHEET, 


 


 


	1	PARTIES
	Provider of the Finance	
        TECHNO-INVESTMENT MODULE LTD

         

	Borrower	
        Government of the Republic of Kenya,

         

	Guarantor	Government of Kenya and The National Treasury and Planning,
	2	FACILITY	 
	Facility Description and amount	
        Financing group will make available

        €1,068,932,543 (One Billion,
        Sixty Eight Million Nine Hundred and Thirty Two Thousand, Five Hundred and Forty Three Euros only) to The Borrower subject to terms
        and conditions set forth in the Contract. Only for Kallo’s Healthcare project implemented by Kallo Inc.

	Funding Currency	CURRENCY OF THE EUROPEAN UNION-EURO
	Disbursement	
        €1,068,932,543 (One Billion,
        Sixty Eight Million, Nine Hundred and Thirty Two Thousand, Five Hundred and Forty Three Euros only) dispersed directly to Kallo
        Inc. for the implementation of healthcare projects in Kenya as per Kallo’s proposal and Project Contract

         

	Effective Date of Transaction	
        The date on which the transaction documents
        (such as Bank Guarantee or Standby Letter of Credit issued by the local commercial bank via their international correspondent bank)
        are concluded and become Legally Binding

         

	Instrument	
        Bank Guarantee / Standby Letter of Credit,
        governed by URDG 758 and ISP 98, in accordance ICC 600 and confirmed by International Correspondent Bank accepted by the Provider
        of Finance.

         

	
        Instrument value to cover LTV 

        (Loan to Value)
	The value of the instrument (SBLC) Standby Letter of Credit issued should be €1,425,243,390 (One Billion, Four Hundred and Twenty Five Million, Two Hundred and Forty Three Thousand, and Three Hundred and Ninety Euros only)
	Term	
        Maximum of twenty (20) years including three (3)
        years moratorium

         

	Final Maturity Date	One (1) Year and One (1) day, from issuance and delivery of acceptable Standby letter of Credit, in URDG 758, The Standby Letter of Credit will be automatically renewed at maturity every year until the end of the Term of Loan (20 years)





     -21-


     


    

 


 


	Payment process	
        The Financier within Ten (10) banking days
        after receipt, verification and authentication of Bank Guarantee / Standby Letter of Credit governed by URDG 758 and ISP 98, in
        accordance with ICC 600, sent by SWIFT MT760 from the Bank, Nairobi Branch Kenya and confirmed by correspondent bank the Bank (Head
        Office), the Finance Provider will remit according to the final agreed schedule, the amount €1,068,932,543 (One Billion,
        Sixty Eight Million, Nine Hundred and Thirty Two Thousand, Five Hundred and Forty Three Euros only) dispersed directly to Kallo
        Inc. for the implementation of healthcare projects in Kenya as per Kallo’s proposal and Project Contract

         

	Purpose	
        Government Healthcare Projects by Kallo Inc. as
        per the attached Project Contract.

         

	Interest Rate	
        Libor plus two percent (Libor + 2%) per annum
        interest rate

         

	Penalty Interest on Late Payment	
        1.5% Rate Per Month

         

	3	LOAN REPAYMENT	 
	Repayment	
        A grace period of 3 years with no repayment.
        Interest due will be capitalized during this period followed by Quarterly repayment of capital and interest.

        The Capital repayment will be amortized
        in equal tranches until the end of the loan tenor. Any repayment due will be made on a REPAYMENT DUE DATE and no later than Three
        (3) business days after the REPAYMENT DUE DATE according to the repayment amortization schedule attached here. The Borrower must
        make the repayment in Euros without any deductions into the specified account

         

	Voluntary Prepayment	
        Prepayments are acceptable. Conditional of
        Guarantee maturity annually. The Borrower may repay all or part of any outstanding capital balance, together with accrued interest,
        upon giving a prepayment request with at least One (1) month’s prior notice specifying:

        (i)           
        The Prepayment Amount

        (ii)          
        The Prepayment Date

         

	 	 	 





     -22-


     


    

 


 


	Voluntary Prepayment	
         

        A “Prepayment Request” means
        a written request from the Borrower to the Provider of the Finance to prepay all or part of the Loan. A “Prepayment Amount”
        means the amount of a Capital Balance together with the accrued Interest due to be prepaid by the Borrower. A “Prepayment
        Date” means the date, which shall be a payment due date, on which the Borrower proposes to effect prepayment of a Prepayment
        Amount. For ease of calculation the total amount of the prepayment made will be first allocated to clear any outstanding Interest
        due at the time of the request and the second allocated toward reducing the capital balance due at the time of requesting the Prepayment.

         

	4REPRESENTATIONS, UNDERTAKING, COVENANTS AND DEFAULTS
	Representations and Warranties	
        Both parties undertake that both will meet
        conditions set.

         

	Events of Default	
        The Provider of the Finance shall have
        the right to call up immediately the guarantee in an event of default defined as follow: 1) The Borrower does not pay on the due
        date any amount payable pursuant to this Contract at the place and in the currency in which it is expressed to be payable, unless:

        (i) its failure to pay is caused by an administrative
        or technical error or a Disruption Event; and (ii) payment is made within Three (3) Business Days of its due date; or

        2) if it is or it becomes unlawful
        for the Borrower to perform any of its obligations under This Contract or this Contract is not effective in accordance with its
        terms or is alleged by the Borrower to be ineffective in accordance with its terms.

         

	Disruption Events	
        “Disruption Event” means either
        or both of: 1) a material disruption to those payment or communications systems or to those financial markets which are, in each
        case, required to operate in order for payments to be made in connection with this Contract; or 2) the occurrence of any other
        event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of either
        the Borrower’s Bank or the Borrower’s preventing the

        Party: i) from performing its payment obligation

         

	 	 	 





     -23-


     


    

 


 


	5NCNDA (Non-Circumvention & Non-Disclosure CONTRACT)
	Non-Disclosure	
        The parties irrevocably agree that
        they shall not disclose or otherwise reveal directly or indirectly to any to any unauthorized individual or entity any confidential
        information provided by one Party to another, including but not limited to the CONTRACT terms, product information concerning the
        identity of the sellers, producers, buyers, Provider of the Finances, Borrowers, brokers, distributors, refiners, manufacturers,
        technology owners, or the representatives of any of the above, as well as names, addresses, principals or telex / fax / telephone
        numbers, references to product or technology information and/or any other information deemed to be confidential or privileged within
        the broadest possible scope of the project or the transaction without prior specific written consent of the Party or parties generating
        or with the proprietary rights to such information.

         

	Non-Circumvention	
        The parties agree not to circumvent or attempt
        to circumvent this agreement in an effort to gain fees, commissions, remunerations or considerations gained through circumvention
        would otherwise be deemed the rightful property of any one or several of the parties.

         



 


 


 


 


 


 





     -24-


     


    

SCHEDULE F: Copies of Borrower and Provider
of the Finance representative’s passports


 


 


 


Republic
of Kenya, represented by Hon. (AMB.) Ukur Yatani Egh - Cabinet Secretary, The National Treasury & planning.


 


Techno-Investment
Module Ltd. represented by Mr. Sergey Pokusaev - CEO


 


Kallo
Inc. represented by Mr. John Cecil – President & CEO


 


 


 





     -25-


     


    





SCHEDULE: G


 


PAYMENT SCHEDULE


 


The following shall be the schedule
of payment for the project as per the Technical Proposal Ref # AF/KN/MAY-2020/CRR-TP-000101and Financial Proposal Ref # AF/KN/MAY-2020/CRR-FP-000101


 


As per Schedule E, Binding Term
Sheet of this Loan Contract No. TIM-220620-001-F/INV/GOV/KE. Section 2 – Payment Process: The Finance provider (TIM) shall
disperse the Total amount of €1,068,932,543 as per the following schedule:


 


	
        No.

         
	TimeLine	Amount	
        Payment for Projects 

        from Kallo 

         

	1	
        10 Banking days after completion
        of finance process as indicated in the Term sheet, 25% of the total amount shall be paid to Kallo

         
	€267,233,138	
        KALLO - €40,261,253

        MAGNITUDO - €126,971,885

        FOOD PLAN - €100,000,001

	2	
        5 Banking days from the first payment
        the second payment shall be paid to Kallo

         
	€267,233,135	
        KALLO - €40,261,252

        MAGNITUDO - €126,971,883

        FOOD PLAN - €100,000,000

	3	
        5 Banking days from the second
        payment the third payment shall be paid to Kallo

         
	€267,233,135	
        KALLO - €40,261,252

        MAGNITUDO - €126,971,883

        FOOD PLAN - €100,000,000

	4	
        5 Banking days from the third payment
        the fourth payment shall be paid to Kallo

         
	€267,233,135	
        KALLO - €40,261,252

        MAGNITUDO - €126,971,883

        FOOD PLAN - €100,000,000



 


 


 


 


 





     -26-


     


    

 


 


ALL PARTIES TO THIS CONTRACT AGREE TO EXECUTE THE
CONTRACT IN THEIR RESPECTIVE COUNTRIES WITH SIGNATURES NOTARIZED BY LEGAL COUNSEL.


 


THUS, DULY SIGNED BY RESPECTIVE PARTIES AS FOLLOWS:


 


FOR: Techno-Investment
Module Ltd.


 



	__________________________	 	_______________________
	Mr. Sergey Pokusaev	 	 
	Director & CEO	 	WITNESS 
	Place: Toronto, Ontario, CANADA	 	Date: 26 June 2020
	 	 	 
	 	 	 
	FOR: The Republic of Kenya	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	__________________________	 	______________________
	Hon. Amb. Ukur Yatani Egh	 	 
	Cabinet Secretary, 	 	 
	The National Treasury & Planning	 	WITNESS 
	 	 	 
	Place: Nairobi, Kenya	 	Date: 29 June 2020
	 	 	 
	 	 	 
	FOR: Kallo Inc.	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	__________________________	 	______________________
	Mr. John Cecil	 	WITNESS 1
	   President & CEO	 	 
	 	 	 
	Place: Toronto, Ontario, CANADA	 	Date: 26 June 2020




 




     -27-