Blue Sphere Corporation S-1/A

Exhibit 10.42


 





Preamble


 


Whereas the Principal desires to have a biogas plant
with an electrical output capacity of 5.2 MW to be supplied and built at the Site and engages the Contractor to perform the obligations
described in Article 2.1 hereof;


 


And whereas the Contractor declares that it has the
appropriate know-how, experience and skills to supply, design, engineer, procure, assemble, build and commission such a biogas
plant at the Site in compliance with Applicable Law (as defined below) and the terms and conditions of this Agreement:


 


And whereas the Parties have agreed to define their
common obligations regarding the supply and building of such biogas plant within the scope of this Agreement:


 


And whereas the Parties are parties to a certain Turnkey
Agreement for the Design, Construction and Delivery of a Biogas Plant dated April 30, 2014 (the “Original Agreement”)
pursuant to which Principal ordered from Contractor and Contractor agreed to supply the design, supply, engineering, permitting,
procurement, assembly, construction, installation, commissioning and start-up of the Plant on a turnkey basis (as better defined
therein);


 


And whereas the Original Agreement does not contain
certain terms requested by Lender; and


 


And whereas the Parties desire to amend and restate
the Original Agreement to reflect, among other things, the terms requested by Lender.


 


NOW, THEREFORE the Parties have agreed as follows:


 


The preamble to this Agreement is an integral part thereof.


 


		1.	DEFINITIONS
                                         AND INTERPRETATION



 


		1.1	In this Agreement specific
                                         words and expressions shall have the meaning given to them in the following Definitions
                                         and as otherwise stated in the Agreement.



 


“Agreement” means this Turnkey Agreement
for the Design, Construction and Delivery of a Biogas Plant between Principal and Contractor, entered into as of June 5, 2014,
together with all annexes and attachments hereto (each of the foregoing, as amended, supplemented and modified from time to time
in accordance with the terms hereof);


 


“Applicable Law” means all laws, regulations,
orders, rules, directions, judgments, and directives in force from time to time, which in any way affects or impinges upon any
of the matters relating to the Plant or the Work:


 


“Biogas Substantial Completion” means that,
and shall be cleaned to have occurred when the Plant has been constructed, successfully tested and commissioned such that, among
other things: (a) the Plant (i) is operating within all the specified parameters in the Construction Documents (other than power
generation requirements) and has satisfied all conditions precedent set forth in Article 12.7.1 hereof, (ii) has achieved
Mechanical Completion, (iii) has all Permits and Related Rights and (iv) is operating and generating the Minimum Gas Amount as
evidenced by Successful Completion of the applicable Performance Tests; and (b) Principal shall have received from Contractor
satisfactory evidence that all payrolls, bills, and other costs and expenses relating to the work performed under the Construction
Documents have been paid or otherwise satisfied (including lien waivers and releases, from every Subcontractor and every other
Person who provided labor, material, equipment or supplies for the work or the Plant) (Biogas Substantial Completion shall not
occur until a Certificate of Biogas Substantial Completion has been executed by all appropriate parties, including Lender’s
Engineer);


 






     


     


    

 


“Biogas Substantial Completion Date” means
the date the Certificate of Biogas Substantial Completion is executed by all parties, including Lenders Engineer;


 


“Certificate of Final Completion” means
a Certificate of Final Completion, substantially in the form shown on Annex 13A, which is executed and delivered by Contractor
and countersigned by Principal and Lenders Engineer in accordance with the terms of this Agreement;


 


“Certificate of Mechanical Completion” means
a Certificate of Mechanical Completion, substantially in the form shown on Annex 13B which is executed and delivered by
Contractor and countersigned by Principal and Lender’s Engineer in accordance with the terms of this Agreement;


 


“Certificate of Biogas Substantial Completion”
means a Certificate of Biogas Substantial Completion, substantially in the form shown on Annex 13C, which is executed and
delivered by Contractor and countersigned by Principal and Lenders Engineer in accordance with the terms of this Agreement;


 


“Certificate of Power Substantial Completion”
means a Certificate of Power Substantial Completion, substantially in the form shown on Annex 13D, which is executed and
delivered by Contractor and countersigned by Principal and Lenders Engineer in accordance with the terms of this Agreement:


 


“Change Order” has the meaning given to
it by Article 9.


 


“CHP Units” means the MWM Units or Caterpillar
G3520C generator sets and related equipment;


 


“Commercial Operation” means that, and shall
be deemed to have occurred when, the Plant has achieved commercial operation, as such term is defined in the PPA;


 


“Commissioning” has the meaning given to
it by Article 12.5;


 


“Commissioning Date” has the meaning given
to it by Article 12.5:


 


“Confidential Information” means all information
disclosed, whether or not designated, marked or stamped as confidential by each Party to the other Party, orally or in writing,
embodying or concerning the disclosing Party’s business (or its parent or subsidiary companies’), business plans,
investments, equity ownership, customers, strategies, trade secrets, inventions, discoveries, developments, improvements, intellectual
properties, manufacturing processes, distributors, operations, records, financial information, assets, technology, software source
code and object code, or other data and information that reveals the processes, methodologies, technology or know how by which
each Party’s (and their respective parent or subsidiary companies’) existing or future products, services, applications
and methods of operation are developed, conducted or operated.


 






     


     


    

 


“Construction Documents” means (1) all contracts
between Principal and Contractor or any Subcontractor, including the this Agreement, (2) the Interconnection Agreement (to the
extent such Interconnection Agreement relates to construction matters); and (3) any subcontracts with Subcontractors, materialmen,
laborers, or any other person for performance of work on the Plant or the delivery of materials to the Plant, and all amendments,
modifications and supplements with respect to the foregoing documents and any replacements, renewals, extensions or restatements
thereof, and any substitutes therefore, in whole or in part;


 


“Contractor” means the person named as the
Contractor on page 1 of this Agreement;


 


“Contract Price” means the contract price
as detailed under Article 6.1, of this Agreement and as the same may be varied from time to time in accordance with this
Agreement;


 


“Defect Notice” a written notice from the
Principal to the Contractor which includes details of any defect, default or malfunction in the Plant;


 


“Delay Liquidated Damages” means the amount
of seventy-five thousand United States dollars ($75,000) that Contractor will pay to Principal for each week that Contractor fails
to achieve Power Substantial Completion after the Power Substantial Completion Guaranteed Date; provided, however, that delay
due by Events of Force Majeure or acts or omissions of Principal, or entities or individuals under Principal’s control,
in violation of express obligations in this Agreement (including Principal’s failure to provide the Plant with Sufficient
Substrates) will not be counted against Contractor. Delay Liquidated Damages will be the Principal’s sole and exclusive
remedies for Contractor’s failure to achieve Power Substantial Completion by the Power Substantial Completion Guaranteed
Date (Contractor and Principal each agree that the foregoing sets forth a reasonable amount and reasonable formula for calculation
of liquidated damages in light of the anticipated harm caused by such delay: that such harm would otherwise be difficult or impossible
to calculate or ascertain: and that the foregoing consists of liquidated damages and not of a penalty);


 


“Delivered Objects” means all the materials
and works to be supplied by the Contractor to the Principal in accordance with this Agreement.


 


“Effective Date” means the date Principal
informs Contractor in writing that it has signed an amended and restated construction finance agreement with the Lender that supersedes
the Construction Finance Agreement signed between Principal and Lender on October 29.2013: provided that the Effective Date shall
not be later than August 1,2014 unless further extended in writing;


 


“Equipment” means the equipment described
in the Works Description attached hereto as Annex 1;


 






     


     


    

 


“Event of Force Majeure” means any occurrence,
other than (a) the financial capability of a Party (b) an event caused by the Contractor or any Party over whom it has control,
including its Subcontractors or (c) a Party’s ability or inability to sell or to purchase equipment or materials or equivalents
thereof or any component thereof to or from a market or customers at any given price, including one that is a more advantageous
price, which (i) prevents or delays a Party from performing its obligations under this Agreement (except an obligation to pay
any amount) within the tune required for the performance of such obligation; (ii) is not due to the fault or negligence of the
claiming Party on such occurrence; (iii) at the time of such occurrence, is beyond the reasonable control of the Party required
by this Agreement to perform such obligation and such Party is unable to reasonably prevent or provide against such occurrence;
and (iv) at the time this Agreement was executed, could not have been reasonably contemplated by the claiming Party on such occurrence;
for greater certainty, an Event of Force Majeure shall include, but not be limited to, acts of God such as hurricanes and earthquakes;
strikes, lock out or other form of industrial action; outbreak of hostilities; or civil disturbance or acts of terrorism, fire,
explosion, flood, theft or malicious damage;


 


“Final Completion” means that, and shall
be deemed to have occurred when: (a) Power Substantial Completion has occurred and all conditions precedent to Final Completion
set forth in Article 12.9 have been satisfied in full; (b) the Plant is capable of Commercial Operation on a continuous
basis; (c) all Punch List Items have been completed (except for such items that Principal agree in writing may be delayed); (d)
all warranties, design materials, operation and maintenance manuals, schematics, spare parts lists, design and engineering documents,
performance testing data, “as-built” drawings and surveys, and such other items as are required by the Construction
Documents and the Service, Operation and Maintenance Agreement have been delivered to Principal; (e) all other duties and obligations
of Contractor and Subcontractors under this Agreement have been fully performed; (f) all of the Subcontractor’s personnel,
supplies, equipment, waste materials, rubbish and temporary facilities have been removed from the Site; (g) Principal, shall have
received from Contractor satisfactory evidence that all payrolls, bills, and other costs and expenses relating to the work performed
under the this Agreement have born paid or otherwise satisfied (including lien waivers and releases, from every Subcontractor
and every other person who provided labor, material, equipment or supplies for the work or the Plant and provided that Contractor
is allowed the opportunity to provide a bond to satisfy any remaining Subcontractor claims); (h) all other requirements in this
Agreement with respect to completion of the Plant have been satisfied (Final Completion shall not occur until a Certificate of
Final Completion has been executed by all appropriate parties, including Lender’s Engineer);


 


“Final Completion Guaranteed Date” means
the date that is sixteen (16) months from the Starting Date of Construction as extended due to Events of Force Majeure or delays
due to Principal;


 


“Full Notice to Proceed” means a Full Notice
to Proceed, substantially in the form shown on Annex 23 delivered to Contractor in accordance with Article 3.2 of
this Agreement;


 


“Intellectual Property Rights” shall mean
the intangible legal rights, titles and interests evidenced by or embodied in (a) any idea, design, concept, technique, invention,
discovery, or improvement thereon, whether or not patentable, but including patents, patent applications and patent disclosures
(together with all re-issuances, continuations, continuations-in-part, revisions, extensions and re-examinations thereof), and
(b) any work of authorship, whether or not copyrightable, but including copyrights and any moral rights recognized by law, and
(c) all trademarks, trade names, trade dress, trade secrets, know-how and Confidential Information, and (d) any other similar
rights, on a worldwide basis;


 






     


     


    

 


“Interconnection Agreement” means that attain
agreement between Principal and Power Purchaser, to be entered into subsequent to the date hereof, and any and all attachments,
exhibits and schedules thereto (each as amended, supplemented and modified from time to time in accordance with the terms thereof)
setting forth the terms and conditions under which the Plant will be connected to the Power Purchaser’s electrical system;


 


“Layout” means the flow chart attached at
Annex 2;


 


“Lender” means Caterpillar Financial Services
Corporation and its successors and assigns;


 


“Lender’s Engineer” means one or more
persons hired or contracted by Lender from time to time for purposes of monitoring and verifying, operational and technical aspects
under this Agreement;


 


“Lender Minimum Insurance Requirements”
has the meaning given to it by Article 10.3 hereof;


 


“Manual” means the manual for operation
of the Plant to be provided in accordance with Article 10.2;


 


“Mechanical Completion” means that, and
shall be deemed to have occurred when: (a) construction of the Plant has been completed in accordance with the Plans and Specifications;
(b) Equipment and other components of the Plant has passed all standard and required electrical testing, hypot, megger testing,
flushing and pressure testing of piping, and all other applicable testing, per codes and guides, including any applicable Caterpillar
Application and Installation Guides; and (c) the Plant is ready to be tested and commissioned (Mechanical Completion shall not
occur until a Certificate of Mechanical Completion has been executed by all appropriate parties, including Lender’s Engineer),
as may be bifurcated with the consent of the Lender’s Engineer in accordance with Section 12.4 hereof:


 


“Minimum Gas Amount” means 2,275 standard
cubic meters per hour of biogas;


 


“Party” means either tbc Principal or Contractor
and “Parties” shall be construed accordingly;


 


“Payment Amount” means a portion of the
Contract Price according to the Schedule of Values for which Contractor shall invoice in accordance with Article 7;


 


“Performance Guarantee Agreement” means
the performance guarantee agreement pursuant to which Contractor guarantees from the Power Substantial Completion Date a gross
annual production or 41,000,000 kWh of electricity for a term of two years, as measured in accordance with the Agreement in Annex
24;


 






     


     


    

 


“Performance Test” means the off-grid and
on-grid performance test to be performed on the Plant during the Probation Period as set out in Article 12.6 and in accordance
with the terms of the Testing Protocols;


 


“Permitted Changes” means such changes as
are consented to by Principal in writing:


 


“Permits and Related Rights” means all city,
county, state, federal, governmental, or other permits, authorizations, tags, licenses, certificates, and any other documents,
instruments, agreements, requisite approvals or rights necessary in order to construct the Plant and in order to use and operate
the Plant, including environmental, construction, operating and air permits, licenses and ether rights;


 


“Plans and Specifications” means the plans
and specifications for the Plant that are referenced in the Construction Documents together with any Permitted Changes:


 


“Plant” means the biogas plant to be constructed
on the Site and capable of producing biogas and generating electrical power with an output capacity of 51 MW to be designed, engineered,
procured constructed tested and commissioned under this Agreement;


 


“Plant Operational Manager” means the person
appointed by the Principal to be the operational manager of the Plant as notified by the Principal to the Contractor;


 


“PPA” means that certain Amended and Restated
Renewable Energy Power Purchase Agreement, dated October 12, 2012, as amended April 25, 2013, and as further amended January 31,
2014, between Principal and Power Purchaser and all Exhibits and Schedules attached or to be attached thereto; each as amended,
supplemented, modified, replaced, renewed, extended or restated in accordance with the terms hereof;


 


“Power Purchaser” means Duke Energy Carolinas
LLC, a North Carolina limited liability company;


 


“Power Substantial Completion” means that
and shall be deemed to have occurred when the Plant has been constructed, successfully tested and commissioned such that, among
other thing (a) the Plant (i) has achieved Biogas Substantial Completion and (ii) is operating and generating the specified output
pursuant to the Construction Documents and the PPA and is supplying power to the Power Purchaser in full accordance with the PPA,
including satisfaction of the requirements of Commercial Operation; (b) a successful operational performance test of the Plant
for its intended use shall have ken completed demonstrating that Plant performance criteria of electrical generation, heat rate
and emission levels have been met and are satisfactory; and (c) Principal shall have received from Contractor satisfactory evidence
that all payrolls, bills, and other costs and expenses relating to the work performed under the Construction Documents have ban
paid or otherwise satisfied (including lien waivers and releases from every Subcontractor and every other Person who provided
labor, material, equipment or supplies for the work or the Plant) (Power Substantial Completion shall not occur until a Certificate
of Power Substantial Completion has been executed by all appropriate parties, including Lender’s Engineer);


 


“Power Substantial Completion Date” means
the date the Certificate of Power Substantial Completion is executed by all parties, including Lender’s Engineer;


 






     


     


    

 


“Power Substantial Completion Guaranteed Date”
means the date that is no later than fourteen (14) months after the Starting Date of Construction as extended (if applicable)
for so long as necessary (i) for the Power Purchaser to connect the Plant to the grid; (ii) to account for extreme weather conditions
during construction and or due to other Events of Forte Majeure; or (iii) to account for or delays due to Principal including
Principal’s delay in providing the Plant with Sufficient Substrates;


 


“Principal” means the person named as the
Principal on page 1 of this Agreement;


 


“Principal Permits” means (i) air quality
permit, (ii) the solid waste permit, (iii) surface water-construction phase I, (iii) surface water - operations phase II, (iv)
industrial pretreatment permit, (v) NPDES industrial stormwater no-exposure exclusion, the cost of which is to be borne 100% by
Principal; it being understood that delay in obtaining Principal Permits will not result in a delay imputable to Contractor and
all deadlines shall be modified accordingly in the result of a delay from any scheduled due date for such Principal Permits;


 


“Probation Period” means the period of 90
days following the Commissioning of the Plant:


 


“Punch List Items” means, with respect to
the Plant, those items of work approved by Principal and Lender’s Engineer, minor in nature, which have not been completed
by Contractor as of the date of issuance of the Certificate of Power Substantial Completion and which are not material to the
operation of the Plant in the normal course of business and which can be completed without interfering with the operation of the
Plant;


 


“Retainage” has the meaning given to it
by Article 7.7.1;


 


“Ruler” means or any other person nominated
pursuant to a written agreement among the Parties; in the absence of such agreement by the seventh (7th) Working Day following
a written request made by any Party fix the nomination of the Ruler, the Ruler shall be appointed by the chairman of the American
Association of Engineers. With respect to any disputes relating to a technical issue and/or of a technical nature under this Agreement
(including any annexes thereof): (i) the relevant technical matter (including without limitation, unless explicitly indicated
otherwise herein) with respect to any financial aspects thereof and with respect to any changes to the Workflow Plan insofar as
they pertain to a technical dispute) shall be exclusively decided by the Ruler, (ii) the Ruler’s opinion shall be final,
undisputable and non appealable, and the Parties will be finally bound thereby, and (iii) the Ruler shall give reasons for its
ruling, but will not be subject to any procedural Law; (iv) Ruler’ fees shall be borne by the losing Party, or as decided
by the Ruler;


 


“Schedule of Values” means the schedule
of the components of the Contract Price which is attached hereto as Annex 8:


 


“Service, Maintenance and Operation Agreement”
means the agreement between the Principal and an affiliate of Contractor for the services, maintenance and operation in respect
of the Plant in the form attached hereto as Annex 18;


 


“Site” means 600 Johnson Road, Charlotte,
NC;


 






     


     


    

 


“Starting Date Of Construction” means the
date on which construction is commenced, which must be within 15 days following delivery by the Principal of the Full Notice to
Proceed (so long as it is legally permissible for the Contractor to confluence the Work within such period);


 


“Subcontractor” has the meaning given to
it by Article 5.4.1 of this Agreement;


 


“Successfully Complete” or “Successful
Completion” means with respect to the Performance Test that tat the Performance Test was completed in accordance with the
Testing Protocols and (b) the results from such Performance Test demonstrate that the performance parameters set forth in the
Testing Protocols have been achieved.


 


“Sufficient Substrates” means substrates
having characteristics, ingredients, composition and quantities in line with the recipes defined by Contractor and within the
permitted deviances indicated in the provisions of Annex 14 “Table of Quality and Quantity Substrates Deviances”


 


“Testing Protocols” means those protocols
pursuant to which the Performance Tests shall be carried out as further set forth in Annex 19 to this Agreement (which
Testing Protocols shall also include performance parameters that must be met by the Plant in order to achieve Power Substantial
Completion, such as input measures of volatile solids and resulting methane production as well as performance criteria of electrical
generation, heat rate and emission levels for the CHP Units);


 


“Work” has the meaning set comb in Article
2.1 hereof:


 


“Works Description” means the Descriptive
of the Work as defined in Article 2.2 and attached at Annex 1;


 


“Working Hours” means from 8 am till 5 pm;


 


‘‘Workflow Plan” means the workflow
plan attached at Annex 7 to this Agreement; and


 


“Working Day” means a day other than a Saturday
or Sunday or a day, which is a public or bank holiday in the United States.


 


		1.2	In this Agreement unless
                                         the context otherwise requires:



 


		1.2.1	words in the singular include
                                         the plural and vice versa and words in one gender include any other gender.



 


		1.2.2	a reference to a statute
                                         or statutory provision includes:



 


		1.2.2.1	any subordinate legislation
                                         made under it.



 


		1.2.2.2	any repealed statute
                                         or statutory provision which it re-enacts with or without modifications); and



 


		1.2.2.3	any statute or statutory
                                         provision which modifies, consolidates, re-enacts or supersedes it whether such statute
                                         or statutory provision comes into force before or after the date of this Agreement.



 






     


     


    

 


		1.2.3	a reference to:



 


		1.2.3.1	any Party includes
                                         it’s successors in title and permitted assigns;



 


		1.2.3.2	a “person”
                                         includes any individual, firm body corporate association or partnership, government or
                                         state (whether or not having a separate legal personality);



 


		1.2.3.3	clauses and schedules
                                         is to clauses of and schedules to this Agreement and references to sub-clauses and paragraphs
                                         are references to sub-clauses or and paragraphs of the clause or schedule in which they
                                         appear; and



 


		1.2.3.4	any provision of this
                                         Agreement is to that provision as amended in accordance with the terms of this Agreement.



 


		1.3	This Agreement amends and
                                         restates the Original Agreement in its entirety; which such agreement is, as amended
                                         and restated, hereby ratified and confirmed in all respect. Unless the context clearly
                                         requires otherwise, all references herein to the “date of execution” or similar
                                         references shall be deemed to be references to the April 30, 2014, the date of the Original
                                         Agreement was executed, notwithstanding the date this Agreement is executed by the parties.



 


		1.4	Certain Annexes to this
                                         Agreement are being provided after execution. Contractor and Principal each: (a) acknowledges
                                         and agrees that Lender will require such Annexes to be finalized in form and substance
                                         satisfactory to Lender prior to any advance of funds under the loan documents km cc n
                                         Principal and Lender, and (b) agrees to cooperate in good faith to finalize such Annexes
                                         in a timely manner.



 


		2.	SUBJECT
                                         OF THE AGREEMENT



 


		2.1	The Principal orders from
                                         the Contractor and the Contractor agrees to supply, the design, supply, engineering,
                                         permitting (as detailed under the Responsibility Matrix - Annex 10), procurement,
                                         assembly, construction, installation, commissioning and start-up of the Plant on a turnkey
                                         basis at the Site and the training of Principal’s staff in the operation of the
                                         Plant all in accordance with the terms of this Agreement (collectively, the “Work”).
                                         The Principal represents and warrants as of the date of the Full Notice to Proceed that
                                         it has the right to use the Site and to construct the Plant thereupon. For the avoidance
                                         of doubt, it is agreed that the Contractor will not be responsible for any services or
                                         equipment to be provided by the Power Purchaser in respect of interconnection to the
                                         grid, which shall be described in the Interconnection Agreement but will be responsible
                                         for the supply of transformers and connection of CHP Units to the transformers.



 






     


     


    

 


		2.2	Contractor agrees that
                                         the Work shall conform with the Scope of Work in Annex 1, the Layout in Annex
                                         2 and the Preliminary Plans and Specifications in Annex 3.



 


		2.3	The Contractor represents
                                         that it has visited and inspected the Site and has observed and become familiar with
                                         the local conditions under which the Work is to be performed. With regard to the Site
                                         soil, Principal hereby represents that it will have the following characteristics: Ii)
                                         specific soil loading more than 1.2 kg/cm2, (ii) no contaminations that require removal,
                                         (iii) no archaeological items that must be preserved under Applicable Law and (iv) no
                                         other impediments or structures existing underground as the Site that must be preserved
                                         in such a manner as to materially and adversely affect the performance of the obligations
                                         of Contractor under this Agreement, Contractor shall execute the soil survey to be attached
                                         as Annex 5 upon presentment by Principal if Contractor reasonable determines it
                                         is consistent with the foregoing.



 


		2.4	Precedence



 


		2.4.1	In the event of contradictions
                                         between the individual components of this Agreement, the Contractor shall notify the
                                         Principal as soon as it becomes aware of such a contradiction, and will seek for an agreed
                                         solution with the Principal. If consent is not reached between the Parties, the following
                                         order of precedence will apply: (i) this Agreement excluding its annexes, (ii) the Scope
                                         of Work in Annex 1, (iii) the Table of Quality and Quantity Substrates Deviances
                                         in Annex 14, (iv) the Responsibility Matrix in Annex 10, (v) Plans and
                                         Specifications in Annex 3, (vi) the Work Flow Plan in Annex 7 and, to the
                                         extent not listed above, the remaining annexes in the order in which they appear in the
                                         Table of Annexes.



 


		2.4.2	Changes in the Applicable
                                         Law affecting the Work that become effective after the Effective Date of this Agreement
                                         may result in changed specifications and a changed Contract Price, as shall be agreed
                                         by the Parties. In the event that such changes result in an increase of at last 10% of
                                         the Contract Price, the Principal shall have the right to terminate (by written notice
                                         within twenty (20) Working Days from receipt of notice from the Contractor) this Agreement
                                         due to such price increase. If the Principal seeks to use its right of termination, the
                                         Principal shall reimburse the Contractor for proven expenses incurred to-date, plus 5%
                                         of the proven expenses amount as reimbursement of Contractor overhead costs (which reimbursement
                                         shall not include the increase being sought under the circumstances described in this
                                         paragraph). For the avoidance of doubt, dismantling costs to be incurred by Contractor,
                                         if any, shall be paid on top of the Principal’s reimbursement under this Article.
                                         If the Principal does not terminate the Agreement in strict accordance with the terms
                                         of this paragraph within the specified time, the Parties shall enter into a Change Order
                                         reflecting the mutually agreed upon adjustment to the Contact Price and the Schedule
                                         of Values. The Workflow Plan shall also be amended to reflect any resulting changes.
                                         Notwithstanding anything else to the contrary, if the Parties are unable to agree the
                                         amount of increase in Contract Price to reflect changed specifications due to changes
                                         in Applicable Law, then the Contractor shall perform such work on a cost-plus basis using
                                         a rate of fifteen percent (15%) profit thereon or Principal arranges payment for such
                                         changed or additional work from sources other than Lender but only if Principal first
                                         obtains the written consent of Lender, not to be withheld or delayed unreasonably.



 






     


     


    

 


		3.	AUTHORITY



 


		3.1	Each of the Parties hereby
                                         confirms to each other Party that: (i) it has the requisite corporate power and authority
                                         to enter into this Agreement, (ii) its board of directors, managing member or general
                                         partner, as applicable, has taken all actions required by any Applicable Law to duly
                                         and validly authorize and approve the execution and performance by such Party of this
                                         Agreement, (iii) no other corporate proceedings on the part of such Party are, or will
                                         be, necessary under any Applicable Law to authorize this Agreement, (iv) neither the
                                         execution nor the performance by such Party of this Agreement (a) contravenes or conflicts
                                         with such Party’s memorandum of association or articles of association or any other
                                         governance document, or (b) contravenes or conflicts with or constitutes a violation
                                         of any provision of any Applicable Law binding upon or applicable to such Party, (v)
                                         no agreement to which such Party is a party prohibits or imposes any constraints on such
                                         Party’s power to execute or perform this Agreement or on such Party’s power
                                         to become bound by the terms and provisions of this Agreement, and (iv) this Agreement
                                         has been duly and validly executed by such Party and assuming the due authorization,
                                         execution and delivery by the other Party, constitutes the legal, valid and binding obligations
                                         of the Parties, enforceable against each of them in accordance with their respective
                                         terms, subject to laws of general application relating to bankruptcy, insolvency, reorganization,
                                         moratorium or other similar laws affecting creditors rights generally and rules of law
                                         governing specific performance, injunctive relief or other equitable remedies.



 


		3.2	This Agreement will be
                                         valid and in full force from the Effective Date hereof and the Contractor shall be bound
                                         to commence the Work in accordance with the terms of this Agreement, including but not
                                         limited to the tasks specified under the Responsibility Matrix - Annex 10 hereto.
                                         For the avoidance of doubt upon the later to occur of the Effective Date. the delivery
                                         of the documents required pursuant to Article 11.1 hereof, the receipt and execution
                                         of the Service, Maintenance and Operation Agreement and the Performance Guarantee Agreement,
                                         Principal Permits necessary to commence work, Principal shall deliver a Full Notice to
                                         Proceed to Contractor and Contractor shall commence the performance of the Work.



 






     


     


    

 


		4.	CONTRACTOR’S
                                         REPRESENTATIONS AND WARRANTIES



 


Contractor hereby represents and warrants
that:


 


		4.1	Contractor has the knowledge,
                                         skill, financial resources, human resources, and experience required for the purpose
                                         of performing Contractor’s undertakings pursuant to herein and hereunder, the Work
                                         shall be carried out by Contractor on a turn-key, lump-sum basis in accordance with the
                                         time schedule and performance criteria set forth in this Agreement subject to adjustments
                                         in the Contract Price and to the Power Substantial Completion Date as may be made from
                                         time to time, and in accordance with this Agreement and Applicable Law.



 


		4.2	The consideration with
                                         respect to the Plant shall, subject to this Agreement, take into account all risks that
                                         may be associated with the Contractor’s duties pursuant to Article 2.1,
                                         which based on the Contractor’s experience might be involved in such a project,
                                         and such agreed Contract Price represents the Contractor’s acknowledgement of the
                                         sufficiency of the consideration for the Work to be provided with respect thereto.



 


		4.3	The Contractor shall, subject
                                         to this Agreement, be solely responsible, and shall bear all liabilities with respect
                                         to the Plant from the commencement of the Work and until the Power Substantial Completion
                                         Dale (including the supply of all necessary information, documents, materials and assistance
                                         in the attainment of applicable electricity production permits and licenses) with respect
                                         thereto.



 


		4.4	The characteristics of
                                         the Site, as inspected and assessed by Contractor and/or by professional experts on its
                                         behalf are known to the Contractor, and are suitable for the Work and operation of the
                                         Plant and for the provision of all other services of the Contractor hereunder.



 


		4.5	No proceedings for the
                                         bankruptcy, winding up, insolvency, or reorganization of or for any moratorium or scheme
                                         of arrangement or any other similar proceedings relating to the Contractor, under any
                                         Applicable Law, including according to the country of its incorporation are outstanding,
                                         the Contractor is DM insolvent or is not expected to become insolvent under the Laws
                                         applicable to it according to the country of its incorporation.



 


		5.	GENERAL
                                         OBLIGATIONS AND AUTHORITY OF THE PARTIES



 


		5.1	The Contractor shall exercise
                                         the reasonable skill and care to be expected of a prudent contractor undertaking works
                                         similar in size, scope, nature and complexity to the Work in performance of, and Contractor
                                         shall perform, all of the following:



 


		5.1.1	Apply for and obtain (or,
                                         with respect to the Principal Permits, provide any and all technical and other assistance
                                         in obtaining) the Permits and Related Rights. Any changes in the Applicable Law resulting
                                         in additional penults or any changes thereof, shall be performed by the Contractor based
                                         on the mechanism defined under clause 2.4.2 above. For the avoidance of doubt it is aged
                                         that Principal will be responsible and pay for the Principal Permits.



 






     


     


    

 


		5.1.2	Prepare all documents and
                                         or plans as may be required in order to perform the Work and all its other obligations
                                         under this Agreement, and submit all required material and applications, for the purpose
                                         of obtaining the Permits and Related Rights, through qualified personnel or advisers
                                         and in such quality that is required for the obtainment of the Permits and Related Rights
                                         and the Contractor shall maintain at all times at its own expense the Permits and Related
                                         Rights that are required for the performance of the Work under Applicable Law.



 


		5.1.3	Take all required safety
                                         precautions and measures pursuant to Applicable Law with respect to the performance of
                                         Contractors undertakings pursuant to this Agreement. The Contractor shall be responsible
                                         for the compliance with safety, security, and health regulations, all in accordance with
                                         Applicable Law.



 


		5.1.4	Complete the Work in the
                                         Site as explicitly specified under this Agreement in an efficient and professional manner,
                                         promptly following receipt of any and all Permits and Related Rights that are required
                                         in full and timely accordance with the Workflow Plan, subject to adjustments as provided
                                         in this Agreement and good industry practice.



 


		5.1.5	Throughout the entire construction
                                         period, be fully responsible for all parts and components, which are delivered to the
                                         Site and carry out any action reasonably requited for the safekeeping, security, storage,
                                         retrieving and cataloguing thereof.



 


		5.1.6	Transfer the Plant to the
                                         Principal subject to, and in accordance with the terms and provisions of this Agreement
                                         and in accordance with the specifications as forth in this Agreement.



 


		5.1.7	Remove from the Site, within
                                         a reasonable time following the Power Substantial Completion Date, any instrument, material,
                                         part, component, and/or any other object located in the Site, which was brought to the
                                         Site by Contractor and or any person on its behalf, including Subcontractors, and which
                                         does not form part of the Plant pursuant to the ramifications documents. In such manner
                                         that will enable the proper activation and commercial operation of the Plant pursuant
                                         to this Agreement to the satisfaction of the Principal.



 






     


     


    

 


		5.1.8	Until the Power Substantial
                                         Completion Date, Contractor will (i) perform the Work related to the start-up and commissioning
                                         of the Plant, including, but not limited to, feeding-in the substrates that are supplied
                                         by Principal, (ii) arrange and pay for the provision of electricity, water, fire protection,
                                         sewage and waste disposal services related to the performance of the Work or any other
                                         obligations of Contractor hereunder, (iii) bear and pay 100% of the costs of the Plant
                                         and the Work of any nature. In this connection, it is agreed and understood that (i)
                                         Principal shall not be required to participate in or incur any cost or expense in respect
                                         of the Plant or the Work until Power Substantial Completion has been achieved and (ii)
                                         Contractor shall be entitled to receive any and all revenues to be generated from or
                                         in respect of the Plant until the Power Substantial Completion Date. Principal shall
                                         promptly remit to Contractor any such revenue.



 


		5.1.9	Develop more detailed Testing
                                         Protocols in form and substance satisfactory to Contractor, Principal and Lender’s
                                         Engineer (addressing inter alia Performance Tests to verify Biogas Substantial
                                         Completion and Power Substantial Completion, as applicable) within thirty (30) days of
                                         the Effective Date to be added to Annex 19. Thereafter, the Testing Protocols
                                         shall include such additional details.



 


		5.1.10	Perform ongoing quality
                                         tests in accordance with the Testing Protocols, with respect to the works carried out
                                         thereby and/or by any Subcontractor in accordance with the provisions of this Agreement.



 


		5.1.11	Carry out the Work in
                                         compliance with Applicable Law. The Contractor shall also comply with all of its requirements
                                         set out in Annex 7.



 


		5.1.12	If the Contractor or its
                                         affiliate is not or ceases to be the party operating the Plant pursuant to the Service,
                                         Maintenance and Operation Agreement, provide the Principal and its personnel (up to 5
                                         people) with training and instruction enabling them to fully and safely operate the Plant
                                         after the Power Substantial Completion Date in compliance with Applicable Law and to
                                         perform the Operation Services as such term is defined in the Service, Maintenance and
                                         Operation Agreement. Such training shall be at Contractor’s expense, last up to
                                         three months and fully take place either prior to the Power Substantial Completion Date
                                         or prior to the date on which Contractor ceases to be the party operating or to operate
                                         the Plant (whichever the case may be).



 


		5.1.13	Provide the Principal
                                         with detailed instructions necessary for the proper and safe use of any materials and/or
                                         equipment and/or components supplied and/or used in the Plant and which are necessary
                                         to ensure the proper and safe operation of the Plant.



 


		5.1.14	Give all the notices for
                                         inspections necessary for the proper execution and completion of the Work pursuant to
                                         this Agreement.



 


		5.1.15	Deliver the Plant on a
                                         turnkey basis when it is operating and after it has achieved Power Substantial Completion.



 






     


     


    

 


		5.1.16	Enter into, or cause an
                                         affiliate to enter into, the Service, Maintenance and Operation Agreement; enter into,
                                         or cause an affiliate to enter into, and the Performance Guarantee Agreement and deliver
                                         an insurance policy on the date on which the Performance Guarantee Agreement becomes
                                         effective in accordance with its terms, issued by an insurance company acceptable to
                                         both Principal and Lender, in support of its obligations with respect to the Performance
                                         Guarantee set forth in such Performance Guarantee Agreement.



 


		5.1.17	Use equipment for which
                                         there is availability of support and spare parts on the open market on commercially reasonable
                                         terms and timing. The Contractor declares that the List of Spare Parts as attached to
                                         the Service, Maintenance and Operation Agreement under Annex 18 covers the required
                                         spare parts to be used during the first year of operation.



 


		5.1.18	Cooperate with the Principal
                                         and its nominated parties such as the financing entities in addition to Article 5.3.4
                                         below:



 


		●	enable third party engineering inspections during normal
                                         business hours: and



 


		●	provide information and data on the Work progress if requested.



 


		5.2	Quality and Description



 


		5.2.1	Insofar as the brand of
                                         the materials and components to be used in the Work and/or in the Plant has not been
                                         specified in the Works Description, the Contractor shall choose such new, unused materials
                                         and components provided that they are in conformity with the Works Description, are recognized
                                         and accredited in the biogas industry or have similar or better technical characteristics
                                         or are of the same or a higher standard than those materials and components included
                                         in the Works Description. Notwithstanding the above, the brand of materials and components
                                         (to the extent not specified in the Works Description) to be used in the Work and/or
                                         in the Plant shall be approved in advance and in writing by the Principal. The Principal
                                         will have Ten (10) Working Days after receipt of the relevant information to make such
                                         approval. If the Principal does not approve the materials or components within the said
                                         period, then the Contractor shall propose alternative components. For the avoidance of
                                         doubt, it is agreed that such approval will not relieve the Contractor from any responsibility
                                         or liability arising from the brand of materials and components, except for components,
                                         which based on the Contractor’s sole discretion are irreplaceable or mandatory
                                         for the Site performance. All materials and components specified in the Works Description
                                         shall also be new, unused materials and components.



 






     


     


    

 


		5.2.2	The Contractor shall use
                                         the standard of reasonable skill and care to be expected of a prudent contractor undertaking
                                         works similar in size, scope, nature and complexity to the Work hereunder to verify that
                                         the Work shall;



 


		5.2.2.1	Conform strictly with
                                         the quantity, specifications, quality and description of the Work detailed in the Works
                                         Description and with all requirements of Applicable Law;



 


		5.2.2.2	Be of sound materials
                                         and workmanship;



 


		5.2.2.3	Be in strict compliance
                                         with the Plans and Specifications referred to in this Agreement and as set forth in the
                                         Works Description, including but not limited to, Annexes 1 and 3;



 


		5.2.2.4	Comply with the high
                                         standard of performance specified in this Agreement.



 


		5.2.3	All Work under this Agreement
                                         shall be performed by suitably qualified and competent personnel.



 


		5.3	Representatives of the
                                         Parties



 


		5.3.1	Each Party shall designate
                                         a person who will represent it in all contact with the other Party. All communications
                                         between such designated person and the other Party will be deamed as carried out between
                                         the Parties themselves.



 


		5.3.2	The Parties hereby state
                                         that their designated representatives act out in this Agreement have the authority to
                                         act on their behalf in all mailers concerning this Agreement. Each Party may, by giving
                                         at least three (3) days prior written notice to the other Party, replace its representative.



 


		5.3.3	The representative may
                                         delegate specific tasks to one or more persons appointed by the representative or deputy.
                                         In any such case, the other Party’s representative shall be notified of the authority
                                         given to such appointed person of persons.



 


		5.3.4	The representatives of
                                         the Principal shall be afforded access to the Site during Working Hours. The same access
                                         shall be afforded to the persons authorized by the Principal’s representatives
                                         prior to the Power Substantial Completion Date or to the Contractor’s representatives
                                         following the Power Substantial Completion Date. The Principal’s representative
                                         or any person authorized by him to access the Site shall comply with reasonable instructions
                                         or directions, provided that the Principal and any of its representatives will follow
                                         all the health and safety regulations as instructed by the Contractor.



 






     


     


    

 


		5.4	Subcontracting



 


		5.4.1	Contractor shall be entitled
                                         to perform part, but not all, of the Work pursuant to this Agreement, through subcontractors
                                         that shall be: (a) hired by Contractor; and (b) have the knowledge, skill, financial
                                         resources human resources, and experience required for the purpose of performing the
                                         tasks assigned thereto in a professional manner and in accordance with good industry
                                         practice (each, herein, a “Subcontractor”). The Principal and Lender’s
                                         Engineer shall have the right to disapprove any Subcontractor and demand the dismissal
                                         and/or replacement of a Subcontractor whose work quality and ability to meet deadlines
                                         the Principal has justified reasons to doubt.



 


		5.4.2	The Contractor shall me
                                         reasonable efforts to integrate similar terms and conditions as detailed under this Agreement
                                         into the subcontracts entered with its Subcontractors. The Contractor shall be responsible
                                         to the Principal for the acts and/or omissions of its Subcontractors and or any employer
                                         thereof with respect to the delivery and performance of this Agreement, to the same extent
                                         as the Contractor is responsible to the Principal (or the acts and/or omissions of the
                                         Contractor and its employees and as if such act and/or omission was taken or omitted,
                                         as applicable, by Contractor and/or any employee thereof Entry into any subcontract shall
                                         not relieve the Contractor of any of its obligations under this Agreement, including
                                         the obligations to perform the Work in accordance with this Agreement.



 


		5.4.3	Without limiting the scope
                                         of Contractor’s liability under Article 5.4.2 hereof, the Contractor further
                                         agrees to use reasonable efforts to obtain from its Subcontractors similar warranties
                                         to those required from the Contractor under this Agreement.



 


		5.4.4	The Contractor shall provide
                                         the Principal with lien waivers from each Subcontractors (in each case, prior to such
                                         Subcontractors undertaking any work on the Plant), effectively waiving the Subcontractors’
                                         rights to claim any liens or encumbrances on the Plant.



 


		6.	CONTRACT
                                         PRICE



 


		6.1	The Contractor will be
                                         entitled to receive from the Principal the sum of $17,000,000.00 (seventeen million United
                                         States dollars) (the “Contract Price”) for the performance of the
                                         Work in accordance with this Agreement. The Contract Price is a fixed price and is not
                                         subject to any changes except as otherwise provided in this Agreement.



 


		6.2	Subject to the terms of
                                         this Agreement, the Principal shall pay the Contractor the Contract Price as comprehensive,
                                         exhaustive, full and complete consideration for the fulfillment of its obligations under
                                         this Agreement.



 






     


     


    

 


		6.3	The Contractor declares
                                         that the Contract Price set out under this Agreement is sufficient to fulfill its obligations
                                         as detailed under this Agreement and in the Works Description m Annex 1 hereto,
                                         based on the Applicable Laws in effect on the date of this Agreement.



 


		6.4	For the avoidance of doubt,
                                         any payments made by the Principal under this Agreement shall not constitute a waiver
                                         of claims by the Principal or relieve the Contractor in any manner whatsoever of any
                                         of the Contractor’s obligations under this Agreement.



 


		7.	INVOICING
                                         AND PAYMENT



 


Payments to Contractor shall be made as
follows:


 


		7.1	The Schedule of Values,
                                         attached hereto as Annex 8, establishes the portion of the Contract Price payable
                                         in respect of each Payment Amount listed therein (subject to permitted adjustments under
                                         this Agreement). The Schedule of Values is intended to apportion the Work into, and is
                                         in sufficient detail to permit the Principal to evaluate, Contractor’s monthly
                                         application for payment by the element of the Work to be famished by each Subcontractor
                                         and by Contractor, the cost for such element, and such other details as agreed to by
                                         the Parties. The Schedule of Values shall be a basis for evaluating Contractor’s
                                         monthly application for payment. Subject to the provisions of this Article 7,
                                         as and when the relevant Payment Amount is due, Contractor shall submit, for each calendar
                                         month, an application and payment request in form and substance satisfactory to Principal
                                         (which include forms AIA G702 and 703 promulgated by the American Institute of Architects),
                                         executed by a representative of Contractor, which shall request payment for all Work
                                         which has been performed and completed as of the date of the application and payment
                                         request and shall be supported by such evidence as Principal shall reasonably require,
                                         including monthly progress photos, periodic status reports and a monthly updated construction
                                         schedule (collectively, an “Invoice”) to Principal for all payments
                                         due in relation to all Payment Amounts payable to Contractor at such time. Principal
                                         shall use its reasonable efforts to provide Contactor advance, detailed arid prompt,
                                         written notice as to the form and substance of the evidence to be required in support
                                         of each Invoice. If Principal is unable to provide comprehensive information in advance
                                         of each Invoice, Principal shall nonetheless provide as much information as possible
                                         and as early as possible.



 


		7.2	In order to verify the
                                         progress made by Contractor in connection with any Invoice submitted by Contractor, Principal
                                         and Lender’s Engineer shall have the right to inspect the Work or any part thereof
                                         that Principal or Lender’s Engineer reasonably requests; provided, however,
                                         that such inspections shall not delay payment by Principal to Contractor any undisputed
                                         amount set forth on an Invoice. Principal shall only be entitled to withhold disputed
                                         amounts if it disputes the amount due reasonably and in good faith and it provides Contractor
                                         with a detailed written statement of the basis of the dispute at least fifteen (15) days
                                         from receipt of the Invoice.



 






     


     


    

 


		7.3	On or about the fifth (5th)
                                         Working Day of a relevant month after Contractor receives the Full Notice to Proceed,
                                         Contractor shall electronically deliver to Principal an Invoice for the Work for the
                                         corresponding portion of the Contract Price in the Schedule of Values.



 


		7.4	Each Invoice shall include
                                         an executed Conditional Waiver and Release from Contractor and each Subcontractor performing
                                         Work for which payment is being sought in Contractor’s invoice in the form of Annex
                                         21 hereto.



 


		7.5	Contractor understands
                                         and agrees that any Invoice that is inaccurate or not in accordance with this Article
                                         7 shall not constitute a valid request for payment Principal shall notify Contractor
                                         of any deficiencies in an Invoice within the relevant payment period.



 


		7.6	Within fifteen (15) days
                                         after Principal receives an Invoice and all accompanying documentation required by this
                                         Article 7, Principal shall notify Contractor concerning any dispute over the accuracy
                                         and entitlement to the amount of the submitted Invoice and the basis for such dispute.
                                         If Principal has not notified Contractor within fifteen (15) days after Contractor has
                                         provided such invoice of any good faith objection thereto, Principal shall be deemed
                                         to have approved such Contractor’s Invoice for purposes of making payment under
                                         this Article 7 but, as noted in Article 6.4 hereof, any payments made by
                                         the Principal under this Agreement shall not constitute a waiver of claims by the Principal
                                         or relieve the Contractor in any manner whatsoever of any of the Contractor’s obligations
                                         under this Agreement. Principal shall only be entitled to withhold disputed amounts if
                                         it disputes the amount due reasonably and in good faith and it provides Contractor with
                                         a detailed written statement of the basis of the dispute and the proposed amount to be
                                         withheld or suspended at least fifteen (15) days from receipt of the Invoice. In case
                                         of any disagreement in respect of a disputed invoice that is not resolved between them
                                         in a timely manner, the Parties shall refer such disputed invoice to the Ruler for final
                                         and binding adjudication.



 


		7.7	Payments.



 


		7.7.1	Principal shall make payment
                                         to Contractor for the full undisputed amount specified in each Invoice, except as set
                                         forth in the following sentence, no later than thirty (30) days following the date of
                                         its receipt of Contractor’s Invoice and supposing documentation in the manner and
                                         detail and at the time required pursuant to this Article 7, Contractor acknowledges
                                         and agrees that Principal shall be entitled to withhold ten percent (10%) of the amount
                                         on each Contractor’s Invoice (the “Retainage”).



 






     


     


    

 


		7.7.2	In addition to the Retainage,
                                         Principal may withhold payment of all or part of any Invoice to such extent as may be
                                         necessary to protect itself from loss caused by:



 


		(a)	a claim filed by a Subcontractor
                                         or supplier, provided that Contractor is allowed the opportunity to provide a
                                         bond or other assurance reasonably acceptable to Principal in lieu of such offset:



 


		(b)	a Contractor default which
                                         has occurred and is continuing: and



 


		(c)	Principal shall notify
                                         Contractor of such withholding and the grounds therefor and when such grounds are removed
                                         or Contractor provides other assurance reasonably satisfactory in form and substance
                                         to Principal that payment will be made of the amounts withheld. When deemed reasonable
                                         by Principal and after providing Contractor with reasonable notice and an opportunity
                                         to cure, Principal may use such funds to rectify the situation giving rise to the withholding
                                         of funds. All claims and other disputes shall be handled in accordance with this Agreement
                                         and be resolved before final payment hereunder shall be due or payable to Contractor.



 


		7.7.3	All payments to be made
                                         to either Party under this Agreement shall be paid in United States dollars and shall
                                         be paid electronically (by means of ACH or wire) in immediately available Funds. All
                                         payments for undisputed amounts referenced in each Invoice shall be due within thirty
                                         (30) days of the paying Party’s receipt of the other Patty’s Invoice (each,
                                         an “Invoice Payment”) or, if such date is not a Working Day, on the
                                         immediately succeeding Working Day, to such account as may be designated by each Party
                                         from time to time by notice to the other Party; provided, however, that banking
                                         transfer instructions have been provided by the invoicing Party to the paying Party at
                                         least five (5) Working Days before the first payment of the paying Party is due and payable.



 


		7.7.4	Any undisputed payment
                                         that is delinquent by more than five (5) Working Days shall beginning on the next calendar
                                         day, bear interest at the prime rate as published in “The Money Rates” Section
                                         of The Wall Street Journal (U.S. Edition) on the date that payment was due, plus one
                                         and a half percent (1.5%) per annum, until paid, but not to exceed the maximum rate permitted
                                         by Applicable Law (the “Contract Interest Rate”). The payment of interest
                                         unaccompanied by payment of the delinquent payment shall not excuse or cure any default
                                         or delay in such payment. Contractor shall be responsible for paying all Subcontractors
                                         in connection with the Work completed by such Subcontractor.



 






     


     


    

 


		7.7.5	Notwithstanding anything
                                         else to the contrary herein, within five (5) business days after the Biogas Substantial
                                         Completion Date, Principal shall release and pay to Contractor 50% of the Retainage.



 


		7.7.6	Final Invoice. On or after
                                         the date on which Contractor delivers to Principal the Final Completion Certificate,
                                         Contractor shall submit a final Contractor’s Invoice (a “Final Contractor’s
                                         Invoice”) which shall set forth all amounts due to Contractor that remain unpaid
                                         in connection with the Work (including the aggregate balance of the Retainage). Within
                                         fifteen (15) days of Final Completion as confirmed in the Final Completion Certificate
                                         issued pursuant to Article 7.7.7 below, Principal shall pay to Contractor the
                                         amount due under such Final Contractor’s Invoice (“Final Payment”).
                                         The Final Contractor’s Invoice shall include an executed Conditional Waiver and
                                         Release from Contractor. Conditional Waiver and Releases from all Subcontractors who
                                         are to be paid with proceeds of such Final Payment and Unconditional Waiver and Release
                                         from all other Subcontractors, in each case, in the form of Annex 21 hereto. Within
                                         fifteen (15) days after Contractor receives the Final Payment, Contractor shall deliver
                                         an executed Unconditional Waiver and Release from Contractor and all its Subcontractors,
                                         in each case, in the form of Annex 21 hereto.



 


		7.7.7	Upon Final Completion of
                                         the Plant, Principal shall disburse the aggregate balance of the Retainage to Contractor
                                         upon having received or verified the following:



 


		(a)	Punch List Items.
                                         Contractor shall have completed the Punch List Items to the reasonable satisfaction of
                                         Principal;



 


		(b)	Final Completion.
                                         The Plant shall have achieved Final Completion; Contractor shall have executed and delivered
                                         to Principal a Certificate of Final Completion; Principal shall have executed and delivered
                                         to Lender such Certificate of Final Completion; and Lender’s Engineer shall have
                                         confirmed the occurrence of Final Completion by his countersignature of the Certificate
                                         of Final completion.



 






     


     


    

 


		7.7.8	Disputes Regarding Payments.
                                         Subject to Contractor’s rights and remedies under this Agreement, failure by Principal
                                         to pay any amount disputed in good faith until resolution of such dispute in accordance
                                         with this Agreement shall not alleviate, diminish, modify nor excuse the performance
                                         of Contractor or relieve Contractor’s obligations to perform hereunder. Contractor’s
                                         acceptance of any payment (including Final Payment, and Principal’s payment of
                                         any amount, shall not be deemed to constitute a waiver of amounts that are then in dispute.
                                         Contractor and Principal shall use reasonable efforts to resolve all disputed amounts
                                         reasonably expeditiously and in any ease in accordance with the provisions of Article
                                         30. No payment made hereunder shall be construed to be acceptance or approval of
                                         that part of the Work to which such payment relates or to relieve Contractor of any of
                                         its obligations hereunder. Contractor shall have the right to suspend performance of
                                         the Work, without penalty, if Principal withholds at any one time more than U.S. $1,000,000.
                                         In the event a disputed amount is withheld by Principal and is later determined that
                                         such withholding was not warranted Principal shall pay such withheld amount promptly
                                         along with interest at the rate set forth in Article 7.7.4. In the event that
                                         it is later determined that such withholding was warranted, in addition to any other
                                         remedy Principal may have, Contractor shall pay Principal Delay Liquidated Damages if
                                         applicable.



 


		8.	TIME



 


Workflow Plan


 


		8.1	The Work shall be carried
                                         out in accordance with the Workflow Plan subject to any amendment to that Workflow Plan
                                         in accordance with the terms of this Agreement. The Workflow Plan shall present the alarmed
                                         course of the Work including the design, the permitting, the construction, the commissioning,
                                         the Performance Test of the Plant and the training of Principal’s personnel.



 


		8.2	The commencement of the
                                         Work pursuant to the Workflow Plan is expressly conditioned upon the Principal having
                                         submitted to the Contractor the Principal Permits that are required under Applicable
                                         Law for such Work to be commenced by Contractor.



 


		8.3	The date on which the Plant
                                         will undergo a successful Performance Test will be not later than 13 months following
                                         the Starting Date of Construction subject to any extension of this date to which the
                                         Contractor may be entitled pursuant to any Events of Force Majeure, to Principal’s
                                         delays and to any other terms of this Agreement.



 


Delay


 


		8.4	The Contractor shall be
                                         entitled to the minimum reasonable extension of time in which to complete the Work and
                                         the minimum reasonable extension to any dates in the Workflow Plan (and an extension
                                         to the date specified in Article 8.3) if the reason for the Contractor being delayed
                                         in carrying out the Work is an Event of Force Majeure pursuant to this Agreement and/or
                                         one or more of the following circumstances:



 


		8.4.1	Any impediment, prevention,
                                         default or non-cooperation, whether by act or omission, by the Principal or any of the
                                         Principal’s employees or agents, or any other person or entity for whose acts the
                                         Principal may be liable;



 






     


     


    

 


		8.4.2	Delays in the delivery
                                         of goods and/or services and/or the substrates as specified under Annex 2 and
                                         Annex 6 and/or documents and/or information as required under this Agreement by
                                         the Principal;



 


		8.4.3	Failure or delays made
                                         by the authorities to issue or gram Permits and Related Rights unless such failure or
                                         delay has occurred due to the Contractor’s fault only;



 


		8.4.4	Denial of access to the
                                         Site to the Contractor;



 


		8.4.5	Incorrect or missing documents
                                         submitted by the Principal after being requested by the Contractor, which are necessary
                                         for a proper evaluation of the Work and the risk evaluation involved with the construction
                                         of the Plant. The necessary documents include but are not limited to the following:



 


		8.4.5.1	The approval of the
                                         Layout (Annex 2)



 


		8.4.5.2	Drawing with connections
                                         for water and electricity to and at the Site



 


		8.4.5.3	The Principal’s
                                         obligation to supply substrates (Annex 14)



 


		8.4.5.4	Building interruptions
                                         imposed by the authorities having jurisdiction over the Work, unless such interruptions
                                         have been imposed due to the Contractor’s fault.



 


		8.4.5.5	Delays pursuant to
                                         Article 13.4 of this Agreement.



 


		8.4.5.6	The suspension of the
                                         Work by the Contractor in accordance with Article 7.7.8 of this Agreement.



 


		8.4.5.7	Any change to the Work,
                                         the Plant or the subject matter of this Agreement requested by the Principal to the extent
                                         such delay is expressly set forth in the applicable Change Order.



 


		8.4.5.8	Exceptionally adverse
                                         weather conditions, which make the continuation of Work on site impracticable or impossible
                                         from objective reasons including any weather condition that requires and/or necessitates
                                         the temporary suspension of activities due to applicable safety regulations.



 






     


     


    

 


		8.4.5.9	Civil commotion, riot,
                                         war sabotage or the use or threat of terrorism and/or the activities of the relevant
                                         authorities in dealing with such event or threat;



 


		8.4.5.10	The exercise after
                                         the date of this Agreement by any governmental body of any statutory or regulatory power
                                         which completely prevents the performance of the Work.



 


		8.4.5.11	Delays in obtaining
                                         the Permits and Related Rights (excluding Principal Permits) due to the reasons beyond
                                         the Contractor’s influence or responsibility.



 


		8.5	In the event that the Contractor
                                         is delayed in carrying out the Work due to any event specified in Article 8.4
                                         the Contractor shall issue a notice to the Principal specifying the cause or causes of
                                         delay and if practicable in such notice or as soon as reasonably practicable thereafter,
                                         give particulars of the expected effects including the expected duration of delay.



 


		8.6	Following receipt of the
                                         Contractors notice under Article 8.4, the Principal shall give an extension of
                                         time by fixing such later date for completion of the Work and for any dates in the Workflow
                                         Plan as reasonably required for the Contractor to complete the Work; notwithstanding
                                         the aforesaid, the Contractor shall use its best efforts in order to complete the Work
                                         according to the original schedule regardless of any delay and/or extension pursuant
                                         to this Agreement. For the avoidance of doubt, this Article 8.4 does not preclude recovery
                                         of monetary damages by Contractor.



 


		9.	CHANGES
                                         AND ADDITIONAL WORK



 


		9.1	In any case where, alter
                                         the signing of this Agreement, the Principal requests the Contractor to make any changes
                                         in the Work and/or to perform any additional work and or to provide any additional equipment,
                                         the Principal will inform the Contractor in writing of the intention and/or the necessity
                                         to do so (a “Proposed Deviation”). Changes in the Work resulting from
                                         the Contractor encountering conditions at the Site that are subsurface or otherwise concealed
                                         physical conditions that differ materially from (i) representations made by the Principal
                                         in this Agreement and/or (ii) those indicated in the reports attached to this Agreement
                                         shall be considered as changes to be addressed in this Article 9.



 


		9.2	Upon receipt of a Proposed
                                         Deviation, and as soon as practically possible the Contractor shall prepare and submit
                                         to the Principal: (i) a description of the works required in order to implement the Proposed
                                         Change Order; (ii) the Contractor’s proposals for any accessary modifications to
                                         the specifications documents and the Workflow Plan, if any, or to any of the Contractor’s
                                         obligations under this Agreement, and (iii) if the Contractor is of the view that the
                                         Proposed Deviation will result in an increase or decrease in the Contract Price, its
                                         proposed adjustment to the Contract Price, payment schedule and the extended Workflow
                                         Plan (the “Proposed Change Order”).



 






     


     


    

 


		9.3	The Principal may approve
                                         the Proposed Change Order in its sole discretion by providing the Contractor with a signed
                                         version thereof (a “Change Order”), and the Contractor shall be bound
                                         to carry out the Change Order as if the provisions of such had been incorporated into
                                         this Agreement. All changes resulting from the Change Order, with respect to any adjustment
                                         to the Contract Price, the Workflow plan, the penalties, Power Substantial Completion
                                         Date, or passing the Performance Test shall be adjusted accordingly and shall be as set
                                         forth in Article 9.4 herein.



 


		9.4	The price of any changed
                                         or additional work within the scope of this Article 9 shall be on a lump-sum fixed
                                         price agreed upon by the Parties in writing, provided that, if the Parties are unable
                                         to agree on a fixed price for such changed or additional work and Lender consents in
                                         writing to a cost plus arrangement with respect to such changed or additional work or
                                         Principal arranges payment for such changed or additional work from sources other than
                                         Lender, then the Contractor shall perform such work on a direct cost-plus fifteen percent
                                         (15%) basis thereon.



 


		10.	ADDITIONAL
                                         CONTRACTOR’S DUTIES



 


		10.1	The Power Substantial
                                         Completion Date as detailed under Article 12 below shall occur not later than
                                         fourteen (14) months following the Starting Date of Construction unless such date has
                                         been extended in writing in accordance with the terms hereof, including without limitation
                                         because of any Events of Force Majeure or a delay caused by Principal.



 


		10.2	Documentation



 


The Contractor shall provide the Principal with two
(2) written copies and one electronic copy of the Manual of Operation for the Plant (the “Manual”). The Manual
will be drafted in English. The Manual will contain all information, descriptions, and diagrams with sufficient details to make
it possible for the Principal to operate and maintain the Plant. The Manual will also include spare parts lists in the English
language.


 


		10.3	Insurance



 


The Contractor shall purchase and maintain with a reputable
insurance company or companies such insurance policies as are set forth below and in Annex 9 for the duration of its activity
at the Site and until the Power Substantial Completion Date; provided, however, that so long as any loan documents are in effect
between Principal and Lender, Contractor’s insurance must be at least as protective of Lender’s rights as the requirements
set forth in Annex 23 in the Sections titled therein as “Applies to all Insurance Policies - General Conditions”
and “Specific Insurance Policy Requirements - During Assembly/ Packaging/ Construction Loan Phase” (“Lender
Minimum Insurance Requirements”). In the event of any conflict between the terms of the Lender Minimum Insurance Requirements
and the terms of this Article 10.3, the terms of the Lender Minimum Insurance Requirements shall control.


 






     


     


    

 


		10.3.1	General Liability



 


		10.3.1.1	The Contractor shall
                                         procure and maintain such liability and property insurance as is required by Applicable
                                         Law and as is required by this Agreement to protect the Contractor, Principal and Lender
                                         from any and all claims for damages for bodily injury, including death, and from claims
                                         for property damage which may arise from the Contractor’s or its representatives’,
                                         consultant’, subcontractors’, agents’, or employees’ operations
                                         under this Agreement. Such insurance shall be of the kinds and have limits of liability
                                         and coverage not less than the minimum limits hereinafter specified or required by law,
                                         whichever is greater.



 


		10.3.1.2	Before commencing
                                         Work on the Site, the Contractor shall furnish to the Principal a certificate or certificates
                                         of insurance summarizing the insurance earned by the Contractor. Certificates shall be
                                         signed by a person authorized by that insurer to bind coverage on its behalf. All insurance
                                         policies shall provide, as evidenced by Certificates of Insurance, that the insurance
                                         shall not be cancelled, reduced, restricted, or changed in any way without at least 30
                                         days prior written notice to the Principal. In the event of any such notice of cancellation,
                                         nonrenewal, reduction, restriction, or change in any insurance, the Contractor is obligated
                                         to arrange for replacement of such insurance at least 7 days prior to such cancellation,
                                         nonrenewal, reduction, restriction, or change without a gap in coverage and file accordingly
                                         such notice with the Principal, and other interested parties. Failing immediate receipt
                                         of evidence of such replacement of insurance, the Principal reserves the right to procure
                                         such insurance as the Principal considers desirable, provided that it shall have equivalent
                                         coverage at reasonable premiums and the Contractor shall pay the premium in respect thereof
                                         or the Principal may deduct the full cost of such premium for the entire term such insurance
                                         is required from the next payment due.



 






     


     


    

 


		10.3.2	Worker’s Compensation
                                         and Employers’ Liability Insurance



 


		10.3.2.1	The Contractor, its
                                         consultants, and its subcontractors shall procure and maintain Workers’ Compensation
                                         Insurance in the amount and type inquired by the State of North Carolina and federal
                                         law for all employees employed under the Agreement who may come within the protection
                                         of Workers’ Compensation Laws and covering all operations under the Agreement whether
                                         performed by the Contractor or by his consultants and subcontractors. In Jurisdictions
                                         not providing complete Workers’ Compensation protection, the Contractor and its
                                         consultants and subcontractors shall maintain employers’ liability insurance in
                                         an amount, form company, and agency satisfactory to the State and the Principal for the
                                         benefit of all employees not protected by Workers’ Compensation Laws and covering
                                         all operations under the Agreement whether performed by the Contractor or by its consultants
                                         and subcontractors.



 


		10.3.2.2	The Contractor shall
                                         pay such assessments as will protect the Contractor and the Principal from claims under
                                         the Workers’ Compensation Laws, workers’ or workmen’s compensation
                                         disability benefits and other similar employee benefit acts.



 


		10.3.2.3	Coverage under this
                                         section shall be as requital by federal and state Workers’ Compensation and Occupational
                                         Disease Statutes.



 


		10.3.3	Automobile Liability Insurance



 


		10.3.3.1	The Contractor shall
                                         procure and maintain insurance against liability for bodily injury and property damage
                                         as described below, that may arise with respect to the Work being perforated under the
                                         Agreement, and as will provide protection from claims which may arise out of or result
                                         from the Contractor’s performance of the Work and the Contractor’s other
                                         obligations under the Agreement, whether such performance of the Work is by the Contractor,
                                         by any representative, consultant or subcontractor, by anyone, both officially and personally,
                                         directly or indirectly employed by any of them, or by anyone for whose acts any of them
                                         may be liable.



 


		10.3.3.2	This policy of insurance
                                         shall carry the following minimum Limit of Liability; Combined Single Limit 42,000,000



 


		10.3.4	Umbrella Liability



 


		10.3.4.1	The Contractor shall
                                         maintain either an occurrence or a claims made Umbrella Liability policy (true follow
                                         form) over the underlying Automobile Liability and Employer’s Liability, with the
                                         following limits of liability or such neater limits as are required in the Lender Minimum
                                         Insurance Requirements:



 





	Each Occurrence	$    5,000,000
	Aggregate	$    5,000,000


 






     


     


    

 

		10.3.4.2	Such coverage will
                                         be subject to a self-insured retention (SIR) no greater than $10,000 per occurrence where
                                         coverage is not provided by the underlying insurance, but is provided by the Umbrella
                                         Liability policy.



 


		10.3.4.3	The Contractor may
                                         use any combination of primary and umbrella insurance policies to comply with the insurance
                                         requirements, provided the resulting insurance is equivalent to the insurance stated
                                         herein.



 


		10.3.5	Property Insurance



 


		10.3.5.1	The Contractor shall
                                         be responsible for purchasing and maintaining builder’s risk insurance satisfactory
                                         to the Principal to protect the Plant from perils of physical loss. The Contractor shall
                                         be responsible for any deductibles associated with this coverage. The builder’s
                                         risk insurance shall provide for the cost of replacement of the Work, including materials
                                         stored off site, at the time of any loss. The insurance shall include as additional insured
                                         parties the Principal, the Contractor and their subcontractors and shall insure against
                                         the loss from the perils of fire and all risk coverage for physical loss or damage due
                                         to theft, vandalism, collapse, malicious mischief, terrorism, transit, flood, mold, earthquake,
                                         testing, or damages resulting from defective design, negligent workmanship or defective
                                         material. Lender and its successors and assigns shall be listed as loss payee. The Contractor
                                         shall obtain approval from the Principal before increasing any coverage due to increases
                                         in construction costs.



 


		10.3.5.2	The Contractor is
                                         responsible for all physical damage to owned or rented machinery, tools, equipment, forms,
                                         and other items owned, rented or used by the Contractor and/or consultants/subcontractor(s)
                                         in the performance of the Works. The insurance coverage evidencing such shall include
                                         a waiver of subrogation in favor of the Principal. The Contractor shall name the Principal
                                         and its members as additional insured under builder’s risk insurance contracts.



 


		10.3.6	Valuable Papers And Records



 


The Contractor shall provide valuable papers and
records insurance with coverage in the amount of $500,000.00 per occurrence.


 






     


     


    

 


		10.3.7	Consultants and Subcontractors



 


The Contractor shall include all consultants and
subcontractors as Insured parties under its policies, or shall furnish separate certificates, policies, and endorsements for each
consultant and subcontractor the Contractor intends to use.


 


		10.3.8	Other Insurance



 


Contractor shall maintain any insurance policies
and coverage as customarily maintained by a prudent contractor. For the avoidance of doubt, all insurance policies shall be issued
by a reputable insurance company with coverage in the United States reasonably acceptable to the Principal and such policies shall
contain the usual market terms as used in construction projects in the United States.


 


		10.4	Upon commencement by the
                                         Contractor of its Work on the Site, the Contractor shall have the overall sole responsibility
                                         for the Site and the Contractor shall ensure the proper organization of the Work on the
                                         Site and compliance with all relevant environmental and health and safety requirements.



 


		10.5	At any stage of the Work
                                         and or after the Power Substantial Completion Date, the Contractor shall support the
                                         Principal and provide it with any information, documentation or other assistance, as
                                         may be reasonably necessary for regulating the relations with authorities having jurisdiction
                                         or other third parties, in particular, during the process of applying for Principal Permits.



 


		10.6	The Contractor shall inform
                                         the Principal regularly on the progress of the Work and, upon reasonable demand by the
                                         Principal, the Contractor shall submit documents and information related to the Work
                                         and/or this Agreement. The Contractor shall comply with the requirements included in
                                         Annex 10 – Responsibility Matrix.



 


		10.7	Performance and Payment
                                         Bond



 


To secure the due, timely and complete performance
of this Agreement by the Contractor, the Contractor, prior to commencing Work and within twenty (20) days following the Effective
Date, shall provide the Principal with (i) a Performance Bond covering U.S. $12,000,000 in the form attached as Annex 12
hereto and issued by JP Morgan Chase Bank, NA or another surety satisfactory to Principal and Lender; and (ii) a payment bond
covering U.S. $12,000,000 in the form attached as Annex 12 and issued by JP Morgan Chase Bank, NA or another surety satisfactory
to Principal and Lender with respect to the payment for all labor and materials furnished by Contractor’s suppliers and
laborers. Up to U.S. $4,000,000 of such bonds may be provided by the Subcontractor responsible for the scope of the civil work
provided that such bonds satisfy the foregoing requirements (the “Civil Subcontractor Bonds”). All bonds shall
name Principal and Lender as dual obligees pursuant to dual obligee riders or other documents in form and substance satisfactory
to Principal and Lender. The Civil Subcontractor Bonds may also name Contractor as a dual obligee. Bonds shall also provide for
Principal’s right to full subrogation to Contractor’s rights under such bonds and for Lender’s full subrogation
to Contractor’s rights thereunder, together with such other assurances and endorsements with respect to such bonds as Principal
or Lender may require.


 






     


     


    

 


		11.	PRINCIPAL’S
                                         DUTIES



 


		11.1	Preliminary Contracts



 


To enable the Contractor to erect the Plant, the Principal
will at its own expense, before the Contractor scans the erection of the Plant supply the Contractor with copies of the signed
contracts for the purchase of the Site, the PPA and the supply of substrates. These contracts must be sufficient to build and
operate the plant as detailed in this Agreement.


 


		11.2	The Principal will provide
                                         the Contractor reasonable and unhindered access to the Site 24/7 for 365 days per year,
                                         in such condition as will enable the Contractor to construct the Plant pursuant to this
                                         Agreement.



 


		11.3	Access to the Site, Storage



 


		11.3.1	The Principal will provide
                                         the Contractor and its employees and Subcontractors and consultants with unlimited access
                                         to the Site during all the phases from the start of the Work and until the Power Substantial
                                         Completion Date.



 


		11.3.2	The Principal will provide
                                         access to the Site suitable and sufficient for deliveries by trucks and traders with
                                         up to 45-ton load capacities.



 


		11.4	[INTENTIONALLY OMITTED]



 


		11.5	All of the tasks which
                                         are indicated in the Responsibility Matrix - Annex 10 – as the Principal’s
                                         duties will be provided by the Principal at its own expense and within the time frame
                                         as specified in the Workflow Plan - Annex 7.



 


		11.6	Substrates quality and
                                         characteristics



 


		11.6.1	The Principal undertakes
                                         to supply the Plant with Sufficient Substrates. Any deviation from the quantities, characteristics,
                                         ingredients and composition of the recipe prepared by Contractor not in line with the
                                         indicators stated under the “Table of Quality and Quantities Substrates Deviances”
                                         attached under Annex 14, by mass or by each of the specifications as detailed
                                         under such Annex, must be approved in writing by the Contractor prior to such change.
                                         If written approval is not provided by the Contractor, the Plant will be considered as
                                         operated not in line with the Manual.



 






     


     


    

 


		11.6.2	Two weeks prior to Commissioning,
                                         the Principal shall provide the Contractor with samples of the substrates to be fed-in
                                         and the Contractor shall prepare in consultation with the Principal the initial fed-in
                                         recipe to be used during the feeding-in and the Commissioning of the Plant. Such initial
                                         feeding-in recipe shall be consistent with the samples of substrates preciously provided
                                         by Principal, so long as such samples are in line with the provisions of Annex 14, Principal
                                         shall supply Sufficient Substrate for the commissioning of the Plant in accordance with
                                         the initial feed-in recipe prepared by Contractor. If such substrates are not Sufficient
                                         Substrates, Contractor might refuse to perform the Commissioning or shall amend the level
                                         of the Performance Test to be reached under Article 12 below and the respective
                                         indicators thereof.



 


		12.	COMMISSIONING
                                         AND DELIVERY



 


		12.1	When Contractor believes
                                         Mechanical Completion has occurred, Contractor may execute and submit to Principal a
                                         Certificate of Mechanical Completion in the form attached as Annex 13B. Within 10 Working
                                         Days thereafter, the Contractor and Principal will meet to conduct a technical inspection
                                         of the Plant to evaluate whether Mechanical Completion of the Plant has been achieved.
                                         Within 10 Working Days of any such inspection, Principal shall: (a) reject the certificate
                                         if all conditions to Mechanical Completion have not been achieved and provide written
                                         notice to Contractor of all unfinished or deficient Work (“Notice of Deficiencies”)
                                         which must be completed as a precondition to the Plant achieving Mechanical Completion;
                                         or (b) issue the applicable Certificate of Mechanical Completion executed by both Principal
                                         and Lenders Engineer, starting the date on which Mechanical Completion has occurred.



 


		12.2	Where the Contractor’s
                                         submission of a certificate is rejected by the Principal or Lender in accordance Article
                                         12.1(a). Contractor will use its best efforts to remedy, repair and/or complete all
                                         incomplete Work needed for the Plant to achieve Mechanical Completion within a reasonable
                                         time thereafter but not to exceed 60 days from the date Principal provided the first
                                         Notice of Deficiencies, and inform Principal when Contractor believes the deficiencies
                                         have been corrected, at which time the procedure described in Article 12.1 will
                                         be repeated (as many times as is necessary) until the Certificate of Mechanical Completion
                                         is executed by both Principal and Lender, provided, however, that if the Principal and
                                         Lender have not executed the Certificate of Mechanical Completion within 60 days from
                                         the date of Principal’s first Notice of Deficiencies, the Principal shall be entitled
                                         to engage one or more third parties to perform any work or repairs required to cause
                                         the Plant to achieve Mechanical Completion, and any costs to be incurred thereby shall
                                         be paid for by Contractor or deduced from what is owed to Contractor.



 






     


     


    

 


		12.3	The Parties expressly
                                         agree that all of the following are conditions precedent to the Plant achieving Mechanical
                                         Completion:



 


		12.3.1	Construction of the Plant
                                         has been completed in accordance with the Plans and Specifications;



 


		12.3.2	All equipment and other
                                         components of the Plant, including the CHP Units, has passed all standard and required
                                         electrical testing, hypot, megger testing, flushing and pressure testing of piping, and
                                         all other applicable testing, per codes and guides, including any applicable Caterpillar
                                         Application and Installation Guides;



 


		12.3.3	The Plant is ready to
                                         be tested and commissioned; and



 


		12.3.4	A Certificate of Mechanical
                                         Completion in the form attached as Annex 13B has been executed by Contractor and countersigned
                                         by Principal and Lender.



 


		12.4	Principal and Contractor
                                         may, with the prior written consent of Lender’s Engineer, agree to a bifurcated
                                         Mechanical Completion such that: (a) “Primary Mechanical Completion”
                                         may be obtained first for the components of the Plant relating to digestion of the feedstock,
                                         as opposed to generation of power; and (b) “Full Mechanical Completion”
                                         occurs after all components of the Plant, including CHP Units, have reached Mechanical
                                         Completion. In the event Principal, Contractor and Lender’s Engineer agree to such
                                         a bifurcation of Mechanical Completion, the Certificate of Mechanical Completion shall
                                         be revised accordingly into a Certificate of Primary’ Mechanical Completion and
                                         Certificate of Full Mechanical Completion. Such certificates must be in form and substance
                                         satisfactory to Principal, Contractor and Lender’s Engineer.



 


		12.5	Commissioning.
                                         After the Plant has achieved Mechanical Completion, sufficient feedstock has been delivered
                                         to the Plant (which is 100% the responsibility of Principal) and heated, and the methane
                                         content has exceeded the level of 50% of the total biogas production and the temperature
                                         within the digester has exceeded 122.4 degrees Fahrenheit, the Contractor shall notify
                                         the Principal with a copy to Lender’s Engineer in writing that the Plant is ready
                                         for initial start up and commissioning and the proposed date of such commissioning (“Start-up
                                         Notice”). Thereafter, Contractor shall commission the Plant by making it produce
                                         the initial power (the “Commissioning”). For purposes of clarity,
                                         in no event shall the CHP Units be used to provide power or heat (whether for testing
                                         or otherwise) until Full Mechanical Completion or Mechanical Completion, as applicable.
                                         The date on which the Commissioning will take place shall be not later than 12 months
                                         following the Starting Date of Construction, provided that it shall be extended if any
                                         Events of Force Majeure or a Principal delay occur, and will be known as the “Commissioning
                                         Date”.



 






     


     


    

 


		12.6	Performance Test



 


		12.6.1	Performance Test Requirements.
                                         Contractor shall perform the Work so the Plant satisfies the performance criteria for
                                         Performance Test prior to, and as a condition of, Biogas Substantial Completion or Power
                                         Substantial Completion, as applicable (in each case, in accordance with, and as set forth
                                         in the Testing Protocols).



 


		12.6.2	Performance Test Schedule.
                                         Contractor shall agree on a Performance Test schedule with Principal and Lender’s
                                         Engineer and shall give notice (which notice may be by email) to Principal with a copy
                                         to Lender’s Engineer of the Performance Test in least five (5) Working Days prior
                                         to commencing any such test. Representatives of Principal and Lender’s Engineer
                                         shall be entitled to observe the Performance Test. Contractor shall keep such representatives
                                         continuously apprised of the schedule for the Performance Test and changes in the schedule,
                                         the commencement and performance of Performance Test and shall give such representatives
                                         at least two (2) Working Days advance notice (which notice may be by email) of the re-performance
                                         of any Performance Test; provided, however, that such period of advance notice
                                         may be reduced at the sole discretion of the Principal’s representative at the
                                         Site.



 


		12.6.3	Test Report. Contractor
                                         shall submit a test report for the Performance Test performed by Contractor within five
                                         (5) Working Days after the completion of such Performance Test, which report shall provide
                                         the Performance Test results, together with a comparison to, and showing of compliance
                                         with, the applicable performance criteria and other testing requirements criteria set
                                         forth in Annex 19, as applicable, Contractor shall cause such report to contain
                                         the test data and calculations to allow Principal to verify the conclusions of such report.



 


		12.6.4	Non Conforming Work and
                                         Failure to Pass Performance Test. If the Plant does not pass the Performance Test, Contractor
                                         shall, at Contractor’s sole cost and expense, in accordance with the Testing Protocols,
                                         take such corrective actions to the Plant, as the case may be, to address such failure
                                         to pass the Performance Test; provided that all such corrective action shall otherwise
                                         be in compliance with the requirements for the Work hereunder. At any time during and
                                         promptly after completion (whether or not successful) of the Performance Test for any
                                         re-performance of any Performance Test or pursuant to any remedial plan adopted pursuant
                                         to the Testing Protocols), each Party shall advise the other Party in writing of any
                                         defect that was discovered during the Performance Test. Contractor shall, at Contractor’s
                                         sole cost and expense, correct any defect and promptly provide notice to Principal that
                                         such corrective measures have been completed.



 


		12.6.5	Certificate of Completion
                                         of Testing. Upon the Successful Completion of the Performance Test as demonstrated by
                                         a test report delivered to Principal by Contractor and accepted by Principal and Lender’s
                                         Engineer, Principal shall issue a notice that such test has been Successfully Completed.



 






     


     


    

 


		12.6.6	Intentionally Omitted.



 


		12.6.7	Post Test Modifications.
                                         If prior to Biogas Substantial Completion or Power Substantial Completion, as applicable:



 


(a)       A
Performance Tess has been Successfully Completed for the Plant;


 


(b)       A
certificate of completion of such Performance Test has been issued pursuant to Article 12.6.5; and


 


(c)       Either
Contractor or any Subcontractor makes any modification to the Plant, as the case may be;


 


then, unless otherwise waived by Principal in writing,
the Performance Test shall be a re-run as a condition to the Plant achieving Biogas Substantial Completion or Power Substantial
Completion, as applicable.


 


		12.7	Plant Substantial Completion.



 


		12.7.1	Conditions to Biogas
                                         Substantial Completion. The following are the conditions precedent for Biogas Substantial
                                         Completion:



 


(a)       The
Plant has been constructed, successfully tested and commissioned such that: (i) the Plant (A) is operating within all the specified
parameters in the Construction Documents (other than power generation requirements), (B) has achieved Mechanical Completion, (C)
has all Permits and Related Rights required for Commercial Operation and (D) is operating and generating the Minimum Gas Amount
as evidenced by Successful Completion of the applicable Performance Tests; and (ii) Principal shall have received from Contractor
satisfactory evidence that all payrolls, bills, and other costs and expenses relating to the work performed under the Construction
Documents have been paid or otherwise satisfied (including lien waivers and releases, from every Subcontractor and every other
Person who provided labor, material, equipment or supplies for the work or the Plant) (Biogas Substantial Completion shall not
occur until a Certificate of Biogas Substantial Completion has been executed by all appropriate parties, including Lender’s
Engineer);


 


		12.7.2	Biogas Substantial
                                         Completion Certificate. When Contractor believes Biogas Substantial Completion has
                                         occurred, Contractor may execute and submit to Principal a Certificate of Biogas Substantial
                                         Completion in the form attached as Annex 13C. Within 10 Working Days thereafter,
                                         the Contractor and Principal will meet to conduct a technical inspection of the Plant
                                         to evaluate whether Biogas Substantial Completion of the Plant has been achieved. Within
                                         10 Working Days of any such inspection, Principal shall: (a) reject the certificate if
                                         all conditions to Biogas Substantial Completion have not been achieved and provide written
                                         notice to Contractor of all unfinished or deficient Work which must be completed as a
                                         precondition to the Plant achieving Biogas Substantial Completion; or (b) issue the applicable
                                         Certificate of Biogas Substantial Completion executed by both Principal and Lenders Engineer,
                                         stating the date on which Biogas Substantial Completion has occurred. Where the Contractor’s
                                         submission of a certificate is rejected by the Principal or Lender. Contractor will use
                                         its best efforts to remedy, repair and/or complete all incomplete Work needed for the
                                         Plant to achieve Biogas Substantial Completion as soon as practicable and inform Principal
                                         when Contractor believes the deficiencies have been corrected at which time the foregoing
                                         procedure will be repeated until the Certificate of Biogas Substantial Completion is
                                         executed by both Principal and Lender.



 






     


     


    

 


		12.8	Conditions to Power
                                         Substantial Completion. The following are the conditions precedent for Power Substantial
                                         Completion



 


(a)          The
Plant has been constructed, successfully tested and commissioned such that, among other things;


 


(a)       the
Plant (i) has achieved Biogas Substantial Completion and (ii) is operating and generating the specified output pursuant to the
Construction Documents and the PPA and is supplying power to the Power Purchaser in full accordance with the PPA, including satisfaction
of the requirements of Commercial Operation;


 


(b)       A
successful operational performance test of the Plant for its intended use has been completed demonstrating that Plant performance
criteria of electrical generation, heat rate and emission levels have been met and are satisfactory:


 


(c)       Principal
has received from Contractor reasonably satisfactory evidence that all payrolls, bills, and other costs and expenses relating
to the work performed under the Construction Documents have bon paid or otherwise satisfied (including lien waivers and releases,
from every Subcontractor and every other Person who provided labor, material, equipment or supplies for the work or the Plant);


 


(d)       the
Work has been performed in accordance with this Agreement and the Plant as a whole is capable of being operated in a safe and
proper manner;


 


(e)       all
civil works are complete and meet the requirements of this Agreement except for those civil works (if any), which are required
to be performed after Power Substantial Completion to the extent that the same are Punch List Items;


 






     


     


    

 


(f)       the
Performance Test has been Successfully Completed;


 


(g)       Contractor
shall have paid all Delay Liquidated Damages, if any, due and payable pursuant to Article 12.7.3;


 


(h)       Contractor
has obtained, and Principal has received copies of, all Permits and Related Rights necessary for the commencement and ongoing
operation of the Plant in a safe, efficient, and reliable manner and otherwise in accordance with Applicable Law and otherwise
required to be obtained by Contractor hereunder as of such time, such Permits and Related Rights are in full force and effect,
and Contractor shall have completed all requirements under each such Permit and Related Right required to be completed as of such
time; and


 


(i)       Contractor
has procured and submitted to the Principal a Warranty Bond as set forth in Annex 11 hereto issued by a reputable insurance
company authorized to do business in the jurisdiction in which the Plant is located covering the warranty period specified under
Article 14 below.


 


(j)       A
Certificate of Power Substantial Completion in the form attached as Annex 13D has been executed by Contractor and countersigned
by Principal and Lender’s Engineer.


 


		12.8.2	Power Substantial Completion
                                         Certificate. When Contractor believes Power Substantial Completion has occurred,
                                         Contractor may execute and submit to Principal a Certificate of Power Substantial Completion
                                         in the form attached as Annex 13D. Within 10 Working Days thereafter, the Contractor
                                         and Principal will meet to conduct a technical inspection of the Plant to evaluate whether
                                         Power Substantial Completion of the Plant has been achieved. Within 10 Working Days of
                                         any such inspection, Principal shall: (a) reject the certificate if all conditions to
                                         Power Substantial Completion have not been achieved and provide written notice to Contractor
                                         of all unfinished or deficient Work which must be completed as a precondition to the
                                         Plant achieving Purser Substantial Completion; or (b) issue the applicable Certificate
                                         of Power Substantial Completion executed by both Principal and Lender’s Engineer,
                                         stating the date on which Power Substantial Completion has occurred. Where the Contractor’s
                                         submission of a certificate is rejected by the Principal or Lender, Contractor will use
                                         its best efforts to remedy, repair and/or complete all incomplete Work needed for the
                                         Plant to achieve Power Substantial Completion no later than the Power Substantial Completion
                                         Guaranteed Date and inform Principal when Contractor believe the deficiencies have been
                                         corrected, at which time the foregoing procedure will be repeated until the Certificate
                                         of Power Substantial Completion is executed by both Principal and Lender. All unfinished
                                         or deficient Work in the Plant, which is not required for Power Substantial Completion
                                         but is required for Final Completion, will then be recorded in a Punch List Items report,
                                         which will be prepared by Contractor and signed by both the Contractor and the Principal
                                         (the “PLI Report”). The PLI Report will also include an estimated
                                         value for each deficient item or unfinished Work and the exported date of repair or delivery.
                                         The Principal has the right to refuse to sign the PLI Report if in its reasonable disunion
                                         the PLI Report is incomplete, erroneous or contains items, which are required for Power
                                         Substantial Completion. Any failure of Principal to sign the PLI Report shall not relieve
                                         Contractor of its obligation to effect a prompt remedy and repair of any item necessary
                                         for Power Substantial Completion.



 






     


     


    

 


		12.8.3	Delay Liquidated Damages.
                                         Contractor agrees that if Power Substantial Completion is not achieved by the Power Substantial
                                         Completion Guaranteed Date (as extended due to Events of Force Majeure or acts or omissions
                                         of Principal or entities or individuals under Principal’s control, in violation
                                         of express obligations in this Agreement (including Principal’s failure to provide
                                         the Plant with Sufficient Substrates), then Contractor shall pay Delay Liquidated Damages
                                         for each day that Contractor fails to achieve Power Substantial Completion. Delay Liquidated
                                         Damages provided for this Article 12.7.3 are the Principal’s sole and exclusive
                                         remedy of the delay unless that is fraudulent or willful misconduct on the part of Contractor.



 


		12.9	Final Completion



 


		12.9.1	Conditions to Final Completion.
                                         Final Completion shall be deemed to have occurred only if all of the following conditions
                                         shall have occurred;



 


(a)       Power
Substantial Completion has occurred;


 


(b)       the
Plant is capable of Commercial Operation;


 


(c)       all
Punch List Items have been completed, or Contractor shall have paid Principal in accordance with Article 14.8 for Principal’s
correction or remediation of such items;


 


(d)       all
warranties, design materials, operation and maintenance manuals, schematics, spare parts lists, design and engineering documents,
performance testing data, “as-built” drawings and surveys, and such other items as are required by the Construction
Documents and the Service, Operation and Maintenance Agreement base been delivered to Principal;


 


(e)       Each
of the following shall have occurred: (i) Subcontractors personnel shall have left the Site, (ii) all surplus materials, waste
materials, hazardous materials (for which Contractor is responsible), rubbish, Contractor equipment and temporary work, other
than those to which Principal holds title, shall have been removed from the Site, (iii) any temporary structures on the Site built
by or on behalf of the Contractor or its Subcontractors shall have been torn down and removed, (iv) the area disturbed by the
Work shall have been re-graded and restored as required by the Permits and Related Rights and (v) any permanent facilities used
by Contractor and the Site shall have been restored to the same condition that such permanent facilities and the Site were in
on the Full Notice to Proceed Date, ordinary wear and tear excepted;


 






     


     


    

 


(f)       Principal
shall have received and accepted all items, materials and services to be provided or performed by Contractor in relation to the
Plant;


 


(g)       Contractor
shall have delivered an executed Conditional Waiver and Release from Contractor, Conditional Waiver and Releases from all Subcontractors
who are to be paid with proceeds of such Final Payment and Unconditional Waiver and Release from all other Subcontractors, in
each case, in the form of Annex 21 hereto;


 


(h)       To
the extent any Permit or Related Right is required to be “closed out” or is subject to a similar process by the applicable
governmental authority, Contractor has satisfied all such requirements for each Permit or Related Right that is the responsibility
of Contractor;


 


(i)       All
other duties and obligations of Contractor and Subcontractors under this Agreement have been fully performed;


 


(j)       A
Certificate of Final Completion in the form attached as Annex 13A has been executed by Contractor and countersigned by Principal
and Lender’s Engineer;


 


(k)       all
other requirements in this Agreement with respect to completion of the Plant have been satisfied.


 


		12.9.2	Final Completion Certificate.
                                         When Contractor believes Final Completion has occurred, Contractor may execute and submit
                                         to Principal a Certificate of Final Completion. After receipt of the Contractor’s
                                         submission of such a certificate, the Principal shall within ten (10) Working Days after
                                         the receipt of the same: (a) reject the certificate, giving reasons and specifying the
                                         work required to be done by the Contractor, or (b) issue the applicable certificate executed
                                         by both Principal and Lender’s Engineer, stating the date on which Final Completion
                                         has occurred. Where the Contractor’s submission of a certificate is rejected by
                                         the Principal in accordance with the foregoing. Contractor shall not re-submit a certificate
                                         until the deficiencies are remedied. If Final Completion does not occur by the Final
                                         Completion Guaranteed Date, the Principal shall be entitled to engage one or more third
                                         parties to perform any work or repairs required to cause the Plant to achieve Final Completion,
                                         and any costs to be incurred thereby shall be paid for by Contractor or deducted from
                                         what is owed to Contractor.



 






     


     


    

 


		12.10	RISK OF LOSS OR DAMAGE



 


		12.10.1	Care, Custody and
                                         Control. Until the Power Substantial Completion Date, Contractor shall have care,
                                         custody and control of the Plant, except as otherwise expressly provided in this Agreement.
                                         In event this Agreement is terminated, Principal shall have care, custody and control
                                         of the Plant.



 


		12.10.2	Risk of Loss.
                                         Until the Power Substantial Completion Date (except to the extent otherwise provided
                                         herein upon the earlier termination of this Agreement), and subject to the provisions
                                         of this Article 12. Contractor assumes risk of loss, and full responsibility,
                                         for the cost of replacing or repairing any damage to the Work related thereto and assumes
                                         risk of loss, and full responsibility, for the cost of replacing or repairing any damage
                                         to, any maintenance equipment (including temporary materials, equipment and supplies)
                                         which is purchased by Contractor for permanent installation in, or for use during the
                                         construction of the Work as it relates to the Plant. It is however agreed that damages
                                         to the Work caused by Principal and/or its employees, partners, owners or agents shall
                                         not fall within Contractor’s liability.



 


		12.10.3	Risk or Loss After
                                         Power Substantial Completion. Principal shall bear the risk of loss for, and full
                                         responsibility for, the cost of replacing or repairing any damage to the Plant from and
                                         including the Power Substantial Completion Date or the earlier termination of this Agreement.



 


		12.11	Warranties. Warranties
                                         required by this Agreement shall commence on the Power Substantial Completion Date unless
                                         a different date of commencement is expressly stated in this Agreement for a particular
                                         piece of equipment in the Plant or a portion of the Plant.



 


		13.	RETENTION
                                         OF TITLE



 


		13.1	Unless and to the extent
                                         ink has already passed to the Principal pursuant to this Agreement prior thereto, the
                                         title in the Plant, the Work and any other Delivered Objects shall be transferred to
                                         the Principal on a pro rata basis subject to Principal’s payment of amounts due
                                         under the applicable payment application pursuant to this Agreement



 


		13.2	Notwithstanding such transfer
                                         of title, the Contractor will keep care and custody of, and be liable hereunder with
                                         respect to, the Work and equipment until the Power Substantial Completion Date.



 






     


     


    

 


		13.3	The Contractor hereby
                                         warrants to the Principal that: (a) prior to the transfer of ownership thereof to the
                                         Principal it will have good and marketable title to, and ownership of, the Plant and
                                         equipment covered by this Agreement: and (b) ownership of the Plant and equipment covered
                                         by this Agreement shall pass to and vest in the Principal free and clear of any liens
                                         or rights of any third party. Contractor will indemnify and hold harmless Principal against
                                         any claims, costs, damages, liabilities, fees (including reasonable cost of counsel),
                                         expenses and losses that arise out of or relate to any soviets performed by Subcontractors
                                         or other parties up to the point in time when full title has passed from Contractor to
                                         Principal, in each case, whether or rid the same are incurred prior to the vesting of
                                         full title to and ownership of the Plant in Principal or afterwards.



 


		13.4	If third-parties take
                                         recourse to the Delivered Objects, particularly by means of an attachment, due to claims
                                         made by third parties against the Principal, the Principal shall within five (5) days
                                         reimburse the Contractor for all costs concerning such Delivered Objects, including any
                                         damages, fees, reasonable cost of counsel, and losses thereof to enable the regular continuity
                                         of the Work as detailed under Annex 7. Any delays to the Work due to such mean
                                         will be regarded as the Principal’s responsibility only.



 


		14.	WARRANTIES



 


		14.1	Contractor warrants to
                                         the Principal that the materials and or components used in the construction of the Plant
                                         shall be of good quality and new unless this Agreement requires or permits otherwise.
                                         Contractor further warrants that the Work will conform to the requirements of this Agreement
                                         and shall be free of any design, manufacturing or other defect whatsoever in material
                                         or workmanship. Work, materials, or components not conforming to these requirements may
                                         be considered defective. Except as otherwise indicated in this Article 14, such warranties
                                         will remain in full force and effect for a period of one year from the Power Substantial
                                         Completion Date.



 


		14.2	Subject to Article
                                         14.4 below the Contractor, as of Power Substantial Completion Date and for the period
                                         set forth below with respect to each item below (the “Warranty Period”),
                                         Contractor shall repair at Contractor’s expense any damage, defect and/or fault
                                         in material or workmanship as contemplated in Article 14.1 above (“Damage);



 


		14.2.1	Flame-swept pans of the
                                         Plant; two (2) years from the Commissioning Date.



 


		14.2.2	Machine and electro-technical
                                         parts of the Plant; two (2) years from the Commissioning Date.



 


		14.2.3	Concrete parts of the
                                         Plant - 10 years from the Start-Up Notice, provided that the Principal will renew the
                                         inner coating of digesters as instructed in writing by the Contractor every five (5)
                                         years.



 






     


     


    

 


		14.3	The Contractor’s
                                         liability shall cease in respect of each part of the Plant specified in Articles 14.2.1
                                         - 14.2.4 after the expiration of the relevant warranty period specified in such clauses.



 


		14.4	The warranty does not
                                         include materials used or consumed in the ordinary course of business and natural wear
                                         and tear and the Principal shall be responsible for the provision of and cost of any
                                         such consumables.



 


		14.5	The warranties contained
                                         in Article 14.2 are subject to and expressly conditioned upon strict compliance
                                         with the following conditions:



 


		14.5.1	The input substrates used
                                         for the operation of the Plant must be within the Deviation List as detailed under Annex
                                         14 and as described in Article 11.6, Annex 2 and Annex 6. If
                                         the Contractor requests, the Principal will send the Contractor a sample from the input
                                         substrates in order to perform a laboratory analysis. A refusal of the Principal to provide
                                         the Contractor with such samples permits the Contractor to terminate or void all relevant
                                         warranties.



 


		14.5.2	[INTENTIONALLY OMITTED]



 


		14.5.3	Machinery breakdowns and
                                         shutdowns must be recorded by the Principal according to their type and scope, and be
                                         immediately reported to the Contractor as soon as reasonably practicable following applicable
                                         breakdown and/or shutdown of the Plant.



 


		14.5.4	The Contractor must be
                                         granted access to the Plant and to Plant data in order to control the Plant’s proper
                                         operation and to make the necessary repairs. Any delays and/or avoidance in such access
                                         due to the Principal will absolve the Contractor from any responsibility to repair the
                                         damages until such access is granted.



 


		14.5.5	The warranty shall not
                                         include immaterial deviations in the construction of the Plant immaterial impairment
                                         of use, and natural wear and tear. Variations, changes and tolerances within the framework
                                         of the ANSI or DIN standards or standards superseding them shall be seen as insignificant
                                         variations.



 


		14.6	The Principal shall issue
                                         a Defect Notice to the Contractor as soon as reasonably practicable after the Principal
                                         becomes aware of any defect, default or malfunction in the Plant.



 


		14.7	The Contractor is obliged
                                         to respond to any Defect Notice received during the relevant warranty period within two
                                         (2) Working Days of receipt thereof. The Contractor shall provide the Principal with
                                         a provisional solution enabling the ongoing operation of the Plant and its components,
                                         including the CHP Units, and shall remedy such defects, defaults and malfunctions as
                                         soon as technically and commercially possible, but, in any event, no later than 30 days.



 






     


     


    

 


		14.8	If the Contractor has
                                         not corrected defects and shortcomings in the Plant within the terms stated in Article
                                         14.7 above, the Principal shall be entitled to employ another contractor to correct
                                         such defects and shortcomings and to recover the reasonable cost from the Contractor
                                         unless the Contractor’s failure to repair such defects and shortcomings is due
                                         to an Event of Force Majeure or any act, omission, written instruction or material act
                                         of prevention by the Principal in which case the period within which the Contractor is
                                         obliged to rectify any defect or shortcoming in accordance with Article 14.7 shall
                                         be extended by a period equivalent to the length of the Event of Force Majeure or the
                                         length of time which the Principal prevents the Contractor from rectifying such defect
                                         or shortcoming.



 


		15.	PARTIES’
                                         LIABILITY



 


		15.1	Each Party shall have
                                         full responsibility for, and agrees to indemnify and hold the other Party and any of
                                         its affiliates, their officers, directors, partners, agents, employees, successors and
                                         assigns (collectively, the “Indemnitees”) harmless from, any and all
                                         liabilities, claims, losses, costs, expenses, demands, suits, actions or damages, including
                                         without limitation damage to any third party or loss of third party property, attorney
                                         fees and other litigation expenses, incurred by the Indemnitees or any of them as a result
                                         of act and/or omission by such Party, any of its affiliates, officers, directors, partners,
                                         agents, employees, subcontractors, successors and assigns (in this Section, collectively,
                                         “Agents”), which constitutes a breach of its undertakings hereunder
                                         and/or the provisions of any Applicable Law or arising from injury or damage caused by
                                         such Party or its Agents to persons or property, in connection with such Party’s
                                         or its Agents’ performance hereunder, including without limitation injury or damage
                                         arising as a result of any malfunction or defect in the Delivered Objects, or arising
                                         as a result of any action or proceeding based on a claim that the Work (or any part thereof)
                                         infringe any third party’s Intellectual Property Rights. The aforementioned indemnification
                                         undertakings shall not apply in the event the liabilities, claims, losses, costs, expenses,
                                         demands, suits, actions or damages with respect to which indemnification is sought, arises
                                         out of intentional act of the Principal or anyone acting on its behalf.



 


		15.2	Principal shall indemnify
                                         and hold Contractor Indemnitees harmless from, any and all liabilities, claims, losses,
                                         costs, expenses, demands, suits, actions or damages, attorney fees and other litigation
                                         expenses, incurred by the Indemnitees or any of them as a result of any environmental
                                         liability arising out of the condition of the Site before the Starting Date of Construction.



 


		15.3	It is agreed that in the
                                         event of claim against either Party, the indemnifying Party shall have the right to select
                                         legal counsel and control the defense and settlement of any third party claim that is
                                         covered by the indemnity in this Article 15.



 






     


     


    

 


		16.	PRINCIPAL’S
                                         LIABILITY



 


The Principal shall compensate the Contractor for
the following additional expenses incurred by Contractor:


 


		16.1	Additional expenses resulting
                                         from Changes in the Work to the extent reflected pursuant to a Change Order in accordance
                                         with Article 9 above:



 


		16.2	Additional expenses incurred
                                         by Contractor that directly result from a delay in the Contractor’s performance
                                         caused solely by the Principal.



 


		17.	PRINCIPAL’S
                                         GUARANTEES



 


		17.1	[INTENTIONALLY OMITTED].



 


		18.	INTELLECTUAL
                                         PROPERTY RIGHTS



 


		18.1	The Contractor grants
                                         and agrees to grant to the Principal a paid-up, royalty-free, non-exclusive license to
                                         use, all plans, drawings, specifications, calculations, designs, graphs, sketches, design
                                         details, models, computer programs, photocopies, brochures, reports, notes of meetings,
                                         codes, data, documents and other written or recorded material produced by or on behalf
                                         of the Contractor in connection only with the Work (whether in existence or to be model
                                         and all amendments to them and any works, designs or inventions of the Contractor incorporated
                                         or referred to in them for all purposes relating to the Work or the Site, including the
                                         construction, completion, repair, maintenance, use and advertisement of the Work. For
                                         the avoidance of doubt, such license may be assigned to the Lender without the prior
                                         written consent of the Contractor. The Contractor shall not be liable for the use of
                                         any of the documents or other materials referred to in this Article 18.1 for any
                                         purpose other than that for which they were prepared; for the avoidance of doubt any
                                         improvement to the Work (of any kind whatsoever) following the Power Substantial Completion
                                         Date shall be the sole property of the Principal and Contractor shall have no right to
                                         such future improvements unless Contractor makes such improvements, in which case Principal’s
                                         license shall extend to and include such Contractor-made improvements, as well.



 


		18.2	The Contractor represents
                                         and warrants that the Work shall not violate or otherwise infringe on the Intellectual
                                         Property Rights of any third party. If either one of the Parties learns of a claim that
                                         the Work or any part thereof, infringes on or otherwise violates the Intellectual Property
                                         Rights of a third party, the Party became aware of such possible violation or infringement
                                         shall promptly give notice with respect to such claim to the other Party.



 


		18.3	If the Principal’s
                                         use of the Work for the purpose of owning and operating the Plant at the Site, or any
                                         part thereof, is enjoined due to a claim made by any third party, the Contractor shall
                                         either (i) procure for the Principal the right to continue using the affected Work or
                                         (ii) replace such Work with a non-infringing item of a similar function or performance.
                                         The Contractor shall further indemnify and hold harmless Principal from any and all claims,
                                         losses, damages, fees (including reasonable cost of counsel), expenses and other liabilities
                                         arising from or relating to such third-party claim.



 






     


     


    

 


		18.4	The Contractor agrees
                                         upon request at any time made by the Principal to give the Principal or any persons authorized
                                         by the Principal access to and at the Principal’s expense copies of the material
                                         referred to in Article 18.1 and/or which are related to the Plant and/or Work
                                         for the sole purpose of owning the Plant and operating it.



 


		19.	CONFIDENTIALITY



 


		19.1	Each Party undertakes
                                         to keep in strict confidence any Confidential Information disclosed to any such Party
                                         during the negotiations the permitting process, the construction, the delivery the commissioning
                                         or the performance of this Agreement, and neither Party shall disclose Confidential Information
                                         to any third party and shall only release the Confidential Information to those of its
                                         directors, officers, employees or subcontractors on a “need to know basis”
                                         for the purpose of this Agreement only (the “Purpose”). Each receiving
                                         Party shall treat Confidential Information with the same decree of care and apply no
                                         lesser security measures than it affords to its own confidential information. The receiving
                                         Party warrants that these measures provide adequate protection against unauthorized disclosure,
                                         copying or use.



 


		19.2	The receiving Party shall
                                         make no commercial use of the Confidential Information or use it otherwise than for the
                                         Purpose.



 


		19.3	Confidential Information
                                         may be disclosed if and to the extent:



 


		19.3.1	it is required by law,
                                         by any relevant securities exchange(s), court order or other authority of competent jurisdiction
                                         or any regulatory or government authority to which the receiving Party is subject but
                                         in each case only to the extent required and for the purpose of such disclosure;



 


		19.3.2	the receiving Party reasonably
                                         considers it necessary to disclose the information to its professional advisers, auditors
                                         or bankers for the purpose of this Agreement provided that it does so on terms protecting
                                         the information;



 


		19.3.3	the information has entered
                                         the public domain through no fault of the receiving Party;



 


		19.3.4	the information was previously
                                         disclosed to the receiving Party without any obligation of non disclosure: or



 


		19.3.5	the disclosing Party has
                                         given its consent in writing to such disclosure.



 






     


     


    

 


		19.3.6	The provision of this
                                         clause shall continue to apply notwithstanding the termination of this Agreement and/or
                                         the completion of the performance of the Work.



 


		20.	HEALTH
                                         AND SAFETY



 


		20.1	The Contractor shall,
                                         subject and pursuant to Applicable Law, perform the Work and all its undertakings hereunder
                                         having regard to the health and safety of persons involved in the use, construction,
                                         occupation, maintenance, repair, modification or demolition of the Work and the Plant
                                         and shall:



 


		20.1.1	give notices required
                                         by Applicable Law, statutes, ordinances, codes, rules and regulations and lawful orders
                                         of public authorities bearing on safety of persons or property or their protection from
                                         damage, injury and/or loss; and



 


		20.1.2	comply with any safety
                                         policies produced by the Principal.



 


		21.	FORCE
                                         MAJEURE



 


		21.1	Neither of the Parties
                                         shall be considered in breach of an obligation under this Agreement or otherwise liable
                                         to the other by reason of any delay in performance or non-performance of any of its obligations
                                         under this Agreement to the extent and insofar such delay or non-performance is due to
                                         an Event of Force Majeure.



 


		21.2	The Party affected by
                                         the Event of Force Majeure shall, as soon as possible, notify the other Party in venting
                                         of the nature and extent of the Event of Force Majeure The notice shall set out the circumstances
                                         constituting the Event of Force Majeure event, the obligations which are thereby delayed
                                         or prevented, and shall include an estimate of the anticipated delay arising from the
                                         Event of Force Majeure. The Party affected by the Event of Force Majeure shall take all
                                         reasonable steps to alleviate its effects and shall resume performance as soon as reasonably
                                         practicable and shall notify the other Party when the Event of Force Majeure has ended.



 


		21.3	In case of an Event of
                                         Face Majeure, each Party shall cover its costs caused by the Event of Force Majeure.



 


		21.4	Within 14 days after the
                                         Event of Force Majeure has ceased, the Contractor shall present its claim if any, for
                                         adjustment of the Workflow Plan in accordance with Article 8.4 herein. Any adjustments
                                         to the Workflow Plan shall be made with due regard to the delay caused by the Event of
                                         Force Majeure.



 


		21.5	Nothing herein shall excuse
                                         non-performance of those contractual obligations not affected directly or indirectly
                                         by the Event of Force Majeure.



 


		21.6	If a Party is affected
                                         by an Event of Fora Majeure and the written notice in relation to the Event of Force
                                         Majeure has not been withdrawn within 120 Days, either Party may terminate this Agreement
                                         by saving written notice on the other. The service of such notice shall be without prejudice
                                         to any rights or obligations, which have accrued prior to termination.



 






     


     


    

 


		22.	VALIDITY
                                         & TERMINATION OF AGREEMENT



 


		22.1	The Principal may terminate
                                         this Agreement if not all the Permits and Related Rights have been obtained by four months
                                         from the date hereof provided that such a termination was done at least 30 days prior
                                         to the planned starting date of the construction of the Plant at the Site. In such case
                                         the Principal shall pay to the Contractor that portion of the Contract Price which is
                                         fairly and reasonably attributed to the services and Work that the Contractor has performed
                                         pursuant to this Agreement up to the date of such termination.



 


		22.2	The Principal may terminate
                                         this Agreement before its expiry in the event any one of the following circumstances
                                         arises:



 


		22.2.1	the Contractor becomes
                                         bankrupt or insolvent goes into liquidation, has a receiving or administration order
                                         made against nor carries on business under a receiver, trustee or manager for the benefit
                                         of its creditors, or if any act is done or event occurs which (under Applicable Law)
                                         has a similar effect to any of these acts or events; the Contractor loses its individual
                                         license or permit necessary for performing the Work and such loss of permit or license
                                         could not be retrieved within a period of 30 days following the dale it was lost or expired;



 


		22.2.2	the Contractor is at fault
                                         by gross violation of work quality or safety regulations and the fault has not been remedied
                                         within five (5) Working Days of a written demand from the Principal;



 


		22.2.3	the Contractor substantially
                                         violates the terms of this Agreement and has not ceased this violation and remedied the
                                         consequences thereof within four (4) weeks of a written demand from the Principal; and



 


		22.3	The Contractor may terminate
                                         this Agreement before its expiry in the event any one of the following circumstances
                                         arises:



 


		22.3.1	the Principal becomes
                                         bankrupt or insolvent, goes into liquidation, has a receiving or administration order
                                         made against it or carries on business under a receiver, trustee or manager for the benefit
                                         of its creditors, or if any act is done or event occurs which (under Applicable Law)
                                         has a similar effect to any of these acts or events;



 


		22.3.2	the Principal substantially
                                         violates terms of this Agreement and has not ceased this violation and remedied the consequences
                                         thereof within four (4) weeks of a written demand from the Contractor.



 






     


     


    

 


		22.3.3	the Principal fails to
                                         reimburse the Contractor in accordance with Article 2.4.2 of this Agreement.



 


		22.3.4	the Principal does not
                                         pay Contractor any amount due under this Agreement within 30 days after receiving Contractor’s
                                         written demand for payment.



 


		22.4	Termination of this Agreement
                                         due to any reasons must be notified to the other Party by giving proper reasons and substantiated
                                         by all relevant documents.



 


		22.5	As soon as practicable
                                         after the notice under Article 22.3 has taken effect, the Parties shall determine
                                         the value of the Work that have been executed by the Contractor prior to the notice of
                                         termination, the value of the Delivered Objects or the works performed by the Contractor,
                                         and the financial obligations the Contractor has been entered into which could not be
                                         terminated and the value of the materials and equipment for which the Principal has made
                                         payment.



 


		22.6	In the event that this
                                         Agreement is terminated due to any of the reasons mentioned herein (save under Article
                                         22.1 and 22.2), the Principal shall pay to the Contractor an amount equal
                                         to the Contract Price multiplied by the percentage of completion as of the date of termination
                                         less any amount which the Principal has already paid to the Contractor in consideration
                                         of the Contractor undertaking the Work pursuant to this Agreement.



 


		23.	FINANCE



 


Contractor acknowledges its consent to cooperate
with the Principal or any person on its behalf, with respect to the following, to the extent reasonably required for the purpose
of allowing the Principal to obtain debt finance with respect to the construction of the Plant: (i) assignment of Principal’s
rights hereunder, or any of them to the applicable financing parties, (ii) rending any information with respect to the Work, to
the financing parties and otherwise fully and promptly reasonably co-operate with the financing parties, (iii) providing assistance
to the financing parties which they may reasonably require in order to evaluate the Plant, the Work, this Agreement and all other
matters related to the Plant.


 


		24.	INDEPENDENT
                                         CONTRACTOR



 


The Contractor is acting in the performance of this
Agreement as an independent Contractor, and there shall be no employer-employee relationship between him and/or his employees
and the Principal. The Contractor shall not be deemed an agent of the Principal and shall not act on the Principal’s behalf
and shall not make the Principal liable for its acts or omissions.


 


		25.	ASSIGNMENT
                                         OF RIGHTS



 


Except tom at the direction of the Lender, to or
at the direction of any party purchasing or benefiting from the investment tax credit applicable to the Plant or any party purchasing
the Plant and as act forth in this Article 25, this Agreement may be assigned only with the prior written consent of the
other Party. The Principal may collaterally assign this Agreement and any rights or obligations thereunder to any finance provider
or any trustee or agent of any financer as collateral security and in connection therewith; the Contractor shall execute and deliver
to such finances’ any consents or other documents reasonably requested by such financer.


 






     


     


    

 


Notwithstanding the foregoing, Principal may, without
prior consent, assign its rights hereunder to a lender and/or trustee acting on behalf of a lender, or any financing entity, which
acquires a security interest in Principal or the Plant (collectively, the “Security Leaders”) in connection
with any financing involving the Plant. In the event of an assignment of Principal’s rights hereunder to any Security Lenders,
Contractor shall take such further actions and execute such documents as art reasonably required by such Security Lenders to effectuate
such assignment including, without limitation, a consent agreement containing customary tams and conditions in the form attached
hereto as Annex 20. Such customary terms and conditions shall include, but not be limited to, provisions related to extended
notice and cure periods to be provided to the Security Lenders; consent, inspection and other rights for the benefit of the Security
Lenders; and other terms and accommodations to Security Lenders as are customary for non-recourse project financings. Solely with
respect to any Security Lender which acquires a security interest in Principal or this Agreement, and provided Contractor has
received written notice from Principal of such interest and request. Contractor shall give written notice to such Security Lender
of any default or event of default by Principal under this Agreement.


 


Each of the Parties will have the right to assign
in full or in part its rights under this Agreement to a subsidiary owned by it.


 


		26.	CHANGES
                                         TO THE AGREEMENT



 


Changes, amendments and corrections to this Agreement
shall be made in writing and signed by both Parties.


 


		27.	SEVERABILITY



 


		27.1	Should any provision in
                                         this Agreement be found by any court or competent authority to be invalid, unlawful or
                                         unenforceable in any jurisdiction that provision shall be deemed not to be a part of
                                         this Agreement and it shall not affect the enforceability of the remainder of this Agreement
                                         nor shall it affect the validity, lawfulness or enforceability of that provision in any
                                         other jurisdiction.



 


		27.2	The Parties agree furthermore
                                         to replace an invalid provision by one, which most closely approximates the invalid provision
                                         in a legally permissible way.



 


		28.	ENTIRE
                                         AGREEMENT



 


		28.1	This Agreement, its annexes
                                         and schedules sets out the entire agreement and understanding between the Parties and
                                         supersedes all prior agreements, understandings or arrangements (whether oral or written)
                                         in aspect of the subject matter of this Agreement.



 






     


     


    

 


		28.2	Each Party acknowledges
                                         that it has entered into this Agreement in reliance only on the representations, warranties,
                                         promises and terms contained in this Agreement its annexes and schedule and save as expressly
                                         set out in this Agreement neither Party shall have any liability in respect of any other
                                         representation, warranty or promise made prior to the date of this Agreement unless it
                                         was mode fraudulently.



 


		29.	NOTICES



 


Any notice to a Party under this Agreement shall
be in writing in the English language, signed by or on behalf of the Party giving it and shall be delivered personally, by pre-paid
first class mail, or airmail, if abroad, by overnight courier service to the address of the Party appearing on page one (1) of
this Agreement, or as otherwise notified in writing from time to time. A notice shall be deemed to have been saved at the time
of delivery, if delivered personally, or forty-eight (48) hours after posting for an address in the United Stator and five (5)
Working Days after posting for any other address Principal hereby agrees to provide Contractor all relevant notice details in
a timely manner, including, but not limited to, notices to be provided to Lender and or Lenders Engineer. Furthermore, Principal
hereby agrees and accepts that all notices addressed to Contractor shall also be sent in copy to:


 


AUSTEP S.pA.


 


[]


 


for the attention of []


 


		30.	ARBITRATION,
                                         JURISDICTION, APPLICABLE LAW



 


		30.1	Subject to any provisions
                                         of this Agreement, which grant any powers to the Ruler, all disputes or claims between
                                         the Parties arising out of or related to this Agreement, its subject and/or its validity
                                         will be decided by binding arbitration which, unless the Parties mutually agree otherwise
                                         in writing, shall be administered by the American Arbitration Association in accordance
                                         with its Construction Industry Arbitration Rules in effect on the date of this Agreement



 


		30.2	The venue of the arbitration
                                         will be in the State where the Plant is located.



 


		30.3	The applicable law will
                                         be the law of the State what the Plant is located: the arbitrator shall (i) apply substantive
                                         applicable Law, (ii) shall not be bound by any rules of procedure and or evidence: and
                                         (iii) shall give reasons for his ruling.



 


		30.4	The language of the arbitration
                                         will be English.



 






     


     


    

 


		31.	LIMITATIONS
                                         ON DAMAGES AND WARRANTIES



 


The Parties agree that:


 


		(i)	the Contractor’s
                                         liability under this Agreement shall not exceed the Contract Price.



 


		(ii)	Except as otherwise provided
                                         herein and in respect of Delay Liquidated Damages, Contractor shall not be liable for
                                         any special, indirect, incidental consequential punitive or exemplary damages regardless
                                         of the theory of recovery.



 


		(iii)	The warranties In this
                                         Agreement are exclusive and Contractor disclaims all other warranties of any kind, whether
                                         statutory, express, or implied. The remedies in this Agreement are the exclusive remedies
                                         of Principal for any failure by Contractor to comply with its warranty obligations in
                                         this Agreement, provided however that nothing herein shall abrogate any obligation of
                                         the Contractor pursuant to the Service, Maintenance and Operation Agreement or the Performance
                                         Guarantee Agreement.



 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 




     


     


    

 


In witness thereof. the Parties have signed this Agreement


 


Auspark LLC, the Contractor


 





	/s/ Auspark LLC	 
	Date: June 6, 2014	 



 


Obit Energy Charlotte, LLC, the Principal


 





	/s/ Obit Energy Charlotte, LLC	 
	Date: June 5, 2014	 






 


GUARANTEE


 


Austep S.p.A. (“Austep”), irrevocably, primarily,
absolutely and unconditionally guarantees to Principal and its successors and assigns, for the benefit of the foregoing and Lender,
the prompt and complete payment and performance when due of the obligations of Contractor under this Agreement, including all
amendments, modifications, renewal, or extensions thereto, without regard to the liability or defenses of any other person or
the existence of any other security for or guarantee in respect of this Agreement. Austep hereby agrees that any claimant under
this guarantee may proceed directly to claim any amount due in a by Contractor directly from Austep provided that (i) it has sent
a notice of claim to Contractor and (ii) Contractor has not cured within 60 days from receipt of the notice, and notwithstanding
any bankruptcy or insolvency of Contractor. This Guarantee is a guarantee of payment and performance and not of collection, and
Austep hereby waives presentiment, protest and notice of acceptance, nonpayment and any and all other notices aid demands whatsoever
to which Austep may be entitled and agrees that consent of Austep shall not be required in connection with any modification of
or waiver with respect to this Agreement or Contractor’s obligations hereunder. No delay in making demand on Austep shall
prejudice any claimant’s rights hereunder. Austep additionally agrees to pay all costs and expenses including attorneys’
fees, incurred by any claimant in enforcing this Guarantee.


 


Austep S.p.A.


 





	/s/ Austep S.p.A.	 
	Date: June 6, 2014