Exhibit 4.7  THE SYMBOL “[REDACTED]” DENOTES PLACES WHERE CERTAIN INFORMATION HAS BEEN  EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (1) NOT MATERIAL, AND (2) THE TYPE  THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.  SUPPLY CONTRACT    Contract for the Engineering, Procurement, Supply and Commissioning of Bess Equipment related to  a Storage Power Plant located in ERGO Mine, South Africa         Between        Ergo Mining Proprietary  Limited   As Buyer        And          Nidec ASI SA  As Supplier    Dated 11 May 2023
 TABLE OF CONTENTS    Clause number and description Page  1. DEFINITIONS AND INTERPRETATION ...................................................................................... 3  2. COMMENCEMENT OBLIGATIONS ............................................................................................. 9  3. SCOPE OF WORK ....................................................................................................................... 9  4. GENERAL OBLIGATIONS OF THE SUPPLIER ........................................................................ 10  5. GENERAL OBLIGATIONS OF THE BUYER ............................................................................. 11  6. CONTRACT PRICE .................................................................................................................... 12  7. CHANGE ORDER ....................................................................................................................... 13  8. DELAY LIQUIDATED DAMAGES .............................................................................................. 14  9. EXTENSION OF DUE DELIVERY DATE ................................................................................... 15  10. TESTS OF THE BESS EQUIPMENT ......................................................................................... 15  11. SUPPLIER’S WARRANTIES ...................................................................................................... 18  12. LIABILITY .................................................................................................................................... 20  13. OWNERSHIP AND RISK OF LOSS ........................................................................................... 20  14. SUSPENSION / TERMINATION ................................................................................................ 20  15. FORCE MAJEURE ..................................................................................................................... 23  16. INTELLECTUAL PROPERTY ..................................................................................................... 25  17. CONFIDENTIALITY .................................................................................................................... 25  18. ASSIGNMENT ............................................................................................................................ 26  19. INSURANCES ............................................................................................................................ 26  20. MISCELLANEOUS ..................................................................................................................... 26  21. APPLICABLE LAW ..................................................................................................................... 27  22. DISPUTE RESOLUTION ............................................................................................................ 28  23. TRADE AND EXPORT COMPLIANCE ...................................................................................... 30  24. ETHICS ....................................................................................................................................... 31
 ANNEXES  Annex 1: Technical Specifications [REDACTED]  Annex 2: Timetable  Annex 3: Scope of Work (Matrix of Responsibility) [REDACTED]  Annex 4: List of Main Sub-suppliers  Annex 5: Buyer’s documentation [REDACTED]  Annex 6: List of the Tests for Commissioning  Annex 7: Form of FAT and Commissioning Certificates  Annex 8: Form of Punch List Clearance Certificate  Annex 9: Form of Parent Company Guarantee  Annex 10: Enabling Works  Annex 11: Not used   Annex 12: Not used   Annex 13: Supplier Insurance Policy Certificate  Annex 14: Buyer Insurance Policy Certificate  Annex 15: Form of Advance Payment Bond  Annex 16: Form of Warranty Bond
 3  This bess equipment engineering, procurement and commissioning supply contract (the ′′Agreement′′)  is entered into between:   (1) Ergo Mining Proprietary Limited, a company duly established under the laws of South Africa  and having its registered offices at Constantia Office Park Cnr 14th Avenue and Hendrik  Potgieter Road, Cycad House, Building 17, Ground Floor, Weltevreden Park 1709, registered  with company number 2007/004886/07 (the ′′Buyer′′);   and  (2) Nidec ASI SA, a French société anonyme having its registered office at ZI du Buisson 5 Rue  Marc Seguin – 42230 Roche-la-Molière - France, registered with the Trade and Companies  Register of Saint-Etienne under number 724 501 192 (the ′′Supplier′′);  The Buyer and the Supplier being hereinafter individually referred to as a ′′Party′′ and together as  ′′Parties′′.  RECITALS:  A. The Buyer intends to purchase from the Supplier certain components and services for a battery  energy storage system that shall be commissioned by the Supplier and integrated by the Buyer  into a complete power plant located in Ergo Mine, Brakpan South Africa.  B. The Supplier is skilled, experienced and competent in the carrying out of the engineering,  procurement and commissioning of the Bess Equipment.  C. The Buyer intends to entrust the Supplier, who intends to accept, with the design, procurement,  supply and commissioning of the Bess Equipment (as this term is defined in Article 1.1).  NOW, THEREFORE, in consideration of the Recitals, the Parties agree as follows:  1. DEFINITIONS AND INTERPRETATION  1.1. Definitions  In this Agreement the following words and expressions when used in capital letters  shall have the meanings hereby assigned to them:   1.1.1. ′′Advance Payment Bond′′ means a bond in the terms indicated in  Article  4.5 issued by Société Générale, branck Roche La Molière (01855)  address 9 rue de la république, 42230 Roche La Molière, France;   1.1.2. ′′Adverse Weather Conditions′′ means:  1.1.2.1. any weather condition, namely the rainfall, the snowfall, the  fog and heavy rain that cause the Health and Safety  Supervisor to close the work Site for safety reasons for a  period longer than one (1) day; the whole period of closure  shall be considered as period affected by Adverse Weather  Conditions; or  1.1.2.2. weather condition, namely the rainfall, the snowfall and the  heavy rain for which the conditions of the work Site are as  following for a period longer than one (1) day:   1.1.2.2.1. wind speed over 80 Km/h; and/or  1.1.2.2.2. snow on the soil over 20 cm; and/or
 4  1.1.2.2.3. rain classified as heavy rain by the World  Meteorological Organization; and/or  1.1.2.2.4. presence of at least 10 cm of water on at least  fifty percent (50%) of the relevant Site.  1.1.3. ′′Affiliate/s′′ means any other person directly or indirectly controlling,  controlled by or under direct or indirect common control with the Party. For  the purposes of this definition, ′′control′′ as used with respect to any  person, means the possession, directly or indirectly, of the power to direct  or cause the direction of the management or policies of the Party, whether  through the ownership of voting shares, by agreement or otherwise, and  ′′controlling′′, ′′controlled by′′ and ′′under common control with′′ have  correlative meanings;  1.1.4. ′′Basic Design′′ means the Quality Control plan, the Time Schedule, the  Single Line Diagram, the Site Layout, the Containers Drawings and the  Cooling Calculation;  1.1.5. ′′Battery Modules′′ means any and all lithium-ion batteries modules  provided under Annex 1, to be delivered pursuant this Agreement and to  be installed in the Storage Power Plant in order to store the energy, as  described in the Technical Specifications;  1.1.6. ′′Bess′′ means Battery Energy Storage System.   1.1.7. ′′Bess Component′′ means each component part of the Bess Equipment;   1.1.8. ′′Bess Containers′′ means all the Bess Equipment excluding the Battery  Modules, as described in the Annex 1.  1.1.9. ′′Bess Equipment′′ means all container, inverters, control system,  materials, supplies, apparatus, machinery, equipment, parts, tools,  components, instruments, appliances, spare parts, Battery Modules and  appurtenances thereto that are required for the design, construction and  operation of the Storage Power Plant in accordance with the Technical  Specifications and Good Industry Practice, as described in Annex 1.   1.1.10. ′′Bess Equipment Design′′ means the detailed design of the Bess  Equipment to be executed by the Supplier as a further development of the  Technical Specifications, in compliance with the sizing (i.e. capacity and  power) of the Storage Power Plant to be provided by the Buyer;    1.1.11. ′′Business Day′′ means any day (other than a Saturday or a Sunday) on  which banks are open in Johannesburg – South Africa for a full range of  business;  1.1.12. ′′Buyer Parent Company Guarantee′′ means the guarantee to be issued  by DRDGold Limited in favour of the Supplier in the form of Annex [9];  1.1.13. ′′Buyer’s Default′′ has the meaning indicated in Article 14.2;  1.1.14. ′′Change in Law′′ means:  1.1.14.1. any enactment, promulgation, execution, ratification or issue  of any new Law or any change, amendment, alteration,  modification, repeal or commencement of any existing Law, or  any change in the interpretation or application of any Law, by  a competent court, tribunal or legislature in South Africa;
 5  1.1.14.2. any change in any requirement in relation to any consent as a  result of any administrative action which is contrary to the  interpretation thereof which existed and was generally  accepted at the Execution Date,  in each case coming into effect after the Execution Date;   1.1.15. ′′Change Order′′ has the meaning indicated in Article 7 (Change Order);  1.1.16. ′′Commencement Date′′ is the date of receipt of the Notice to Proceed by  the Supplier;  1.1.17. ′′Commissioning Certificate′′ has the meaning indicated in Article 10.2.1;  1.1.18. ′′Commissioning Date′′ has the meaning indicated in Article 10.2.2;  1.1.19. ′′Contract Price′′ has the meaning indicated in Article 6 (Contract Price);  1.1.20. ′′Covid-19′′ means the pandemic caused by the virus as defined and  classified as Covid-19 by the World Health Organization and any mutation  or strand of that virus;  1.1.21. ′′Covid-19 Event′′ means:  1.1.21.1. any changes to the availability of labour, goods and/or  materials;   1.1.21.2. changes to any applicable laws; or  1.1.21.3. changes to any regulations or guidance issued by any  competent authorities and having mandatory effect and  affecting site operating practices and/or affecting engineering  or manufacturing activities (including, social distancing),  in each case arising from Covid-19, affecting the duly and timely  performance of the Works in accordance with this Agreement and  occurring after the Execution Date, it being acknowledged by the Parties  that the Supplier has made due allowance in its programme having regard  to the situation of Covid-19 as at the Execution Date;  1.1.22. ′′Defects′′ means any defect in the Bess Equipment attributable to the  Supplier due to which the Bess Equipment does not conform to the  Annex 1 and/or the terms of this Agreement;  1.1.23. ′′Defects Liability Period′′ has the meaning indicated in Article 11.1.1;  1.1.24. ′′Delay Liquidated Damages′′ has the meaning indicated in Article 8;  1.1.25. ′′Delivery Date(s) ′′ means the date on which each of the Bess Component  is delivered in compliance with Article 4.3;  1.1.26. ′′DNO′′ or ′′Distribution Network Operator′′ means the relevant  distribution system operator;  1.1.27. ′′Down Payment′′ has the meaning indicated in Article 6.2;  1.1.28. ′′Due Delivery Date(s) ′′ means the date of delivery of each Battery  Module as per Incoterms 2020 – FOB at Port of [REDACTED], and of each
 6  Bess Container as per Incoterms 2020 – FOB at Port of [REDACTED], as  provided under Annex 2;   1.1.29. ′′Effective Date′′ has the meaning indicated in Article 2 (Commencement  Obligations);   1.1.30. ′′Enabling Works′′ means works that must be completed by, or on behalf  of, the Buyer to enable the Supplier to commission the Bess Equipment  as defined in Annex 10;  1.1.31. ′′Excusable Event′′ has the meaning indicated in Article 7.1.2;  1.1.32. ′′Execution Date′′ means the date of signature by the Parties to this  Agreement;  1.1.33. ′′FAT′′ means Factory Acceptance Test as detailed in Technical  Specifications in Annex 1 and in Article 10.1;  1.1.34. ′′FOB′′ means Free on Board as per Inconterms 2020 rules;  1.1.35. ′′Force Majeure′′ has the meaning indicated in Article 15.1;  1.1.36. ′′Good Industry Practice′′ means the degree of skill, care, diligence and  prudence which would be reasonably and professionally (taking due  account of all relevant costs and benefits) expected from a skilled and  experienced supplier engaged in the supply of bess equipment under the  same or similar circumstances contemplated in this Agreement, and in  accordance with best engineering design practices, applicable permits,  the applicable Law and other standards established for such work;  1.1.37. ′′Independent Expert′′ has the meaning indicated in Article 22.2.2.  1.1.38. ′′Intellectual Property Rights′′ means all trademarks, trade names,  patents, copyrights, registered and registrable designs, design rights,  trade secrets, and all other intellectual or industrial property rights  (whether or not any of them are registered and including applications for  registration of any of them);   1.1.39. ′′Law′′ means any law including any decree, order, decision, rule, directive  (to the extent having the force of law, treaty, code or regulation (including  any relating to health or safety matters or any environmental matters) or  any official interpretation of the foregoing, as enacted, issued or  determined by any court or tribunal applicable to the Buyer, Supplier  and/or the Storage Power Plant;   1.1.40. ′′Maintenance Contract′′ means the service contract to be negotiated in  good faith and entered into between Buyer and Supplier for maintenance  of the BESS Equipment;   1.1.41. ′′Major Components′′ means the Inverters and the Battery Modules  specified under Annex 1;  1.1.42. ′′Notice to Proceed′′ has the meaning indicated in Article Article 2  (Commencement Obligations);  1.1.43. ′′O&M Manual′′ means the existing manuals drawn up by the various  suppliers, which specify the operating and maintenance procedures,  wearing parts, spare parts, consumables, intended to enable the operation  and maintenance of the Bess Equipment;
 7  1.1.44. ′′Performance Warranties′′ means the capacity warranty of the BESS  Equipment specified in clause 6.2 (Capacity Performance) of Annex 1;  1.1.45. ′′Punch List′′ shall mean the list of defects or non-compliances in respect  of the Works, comprising the Bess Equipment, according to this  Agreement that do not affect the safe use, or compromise the safe  operation of the Bess Equipment or affect the ability of the Bess  Equipment to perform according to the Technical Specifications;  1.1.46. ′′Punch List Clearance Certificate′′ has the meaning indicated in  Article 10.2;  1.1.47. ′′R/U Event′′ means following the Execution Date, an escalation or  extension of the ongoing conflict between Russia and Ukraine and any  escalation of such war to involve any other country and/or the imposition  by any government or governmental authority of any sanctions,  embargoes or other measures of any kind on any person, government,  corporation or other body with impact on the performance of the Works by  the Supplier;  1.1.48. ′′Senior Panel′′ has the meaning indicated in Article 22.1.2;  1.1.49. ′′Site(s) ′′ means Ergo Mine, Brakpan South Africa where the Storage  Power Plant shall be installed;  1.1.50. ′′Site Data′′ means the data listed in Annex 5;  1.1.51. ′′Software′′ means software or computer programmes or computer  software including ancillary documentation and materials as described in  Annex 1;  1.1.52. ′′Storage Power Plant′′ means the storage power plant, which will include  the Bess Equipment, as further described in Annex 1 to be built by the  Buyer on the Site;   1.1.53. ′′Supplier’s Default′′ has the meaning indicated in Article 14.1.2;  1.1.54. ′′Supplier Parent Company Guarantee′′ means the guarantee to be  issued by Nidec ASI S.p.A. in favour of the Buyer, in the form of Annex 9;  1.1.55. ′′Technical Specifications′′ means all designs, drawings, diagrams,  plans, reports, specifications or other documentation whatsoever prepared  and/or produced by or on behalf of the Supplier in respect of the Bess  Equipment required to be delivered to the Supplier under the terms of this  Agreement, and listed in Annex 1;   1.1.56. ′′Tests for Commissioning′′ has the meaning indicated in Article 10.2.1  and Annex 6;  1.1.57. ′′TSO′′ or ′′Transmission System Operator′′ means the relevant  transmission system operator ;  1.1.58. ′′Warranty Bond′′ has the meaning indicated in Article 4.5;  1.1.59. ′′Works′′ means the engineering, procurement, supply and commissioning  of the Bess Equipment as detailed in Annex 1, but excluding all the works,  items and activities related to the Storage Power Plant that are not  specifically included in the Supplier’s scope of work under Annex 1.
 8  1.2. Interpretation  1.2.1. Recitals, Articles and Annexes   References to Recitals, Articles and Annexes, unless otherwise indicated,  are  Recitals of, Articles of, and Annexes to this Agreement. The Recitals  and Annexes form an integral part of this Agreement. References to  Annexes contained in this Agreement shall be deemed to be references  to all similarly lettered Annexes.  1.2.2. Headings  The headings to Articles and Annexes of this Agreement are for ease of  reference only and shall not in any way affect its construction or  interpretation.  1.2.3. Gender  The masculine gender shall include the feminine and neuter and the  singular number shall include the plural, and vice versa, and references to  persons shall include individuals, body’s corporate, unincorporated  associations and partnerships.  1.2.4. Successors and Assigns  References to Parties in this Agreement shall be deemed to include  references to their successors and permitted assigns.   1.2.5. Day  References to ′′days′′ shall mean calendar days, unless the term ′′Business  Days′′ is used.  1.2.6. Joint preparation  The Parties collectively have prepared this Agreement, and none of the  provisions hereof shall be construed against one Party on the ground that  such Party is the author of this Agreement or any part hereof.  1.2.7. Including, Includes  The term ′′include,′′ ′′includes,′′ and ′′including′′ when used in this  Agreement shall be deemed to be followed by the words ′′without  limitation,′′ and unless specified, shall not be deemed limited by the  specific enumeration of items, but shall be deemed without limitation.  1.2.8. Order of priority  1.2.8.1. In case of any conflict or inconsistency between this main  body of the Agreement and any of the Annexes, the main body  of the Agreement shall prevail.  1.2.8.2. In the event that there are differing provisions within the  Annexes, the Annex listed in higher position in the order of  priority provided in the index shall prevail.
 9  2. COMMENCEMENT OBLIGATIONS  2.1. Within twenty-one (21) Business Days from the Execution Date, the Parties shall fulfil  the following obligations as a condition precedent to the Notice to Proceed:  2.1.1. the Advance Payment Bond equal to the value of the Down Payment has  been issued in favour of the Buyer;  2.1.2. Buyer Parent Company Guarantee has been issued in favour of the  Supplier covering the payment of the Contract Price; and  2.1.3. Supplier Parent Company Guarantee has been issued in favour of the  Buyer covering twenty percent (20%) of the Contract Price to be in force  and effect until the last Delivery Date.   2.2. Upon fulfilment of these conditions precedent (′′Effective Date′′), the Buyer shall issue  a notice to proceed (the ′′Notice to Proceed′′).   2.3. For the avoidance of doubt, the Supplier shall not start the performance of the Works  before receipt of the Notice to Proceed.  2.4. The Buyer shall make the Down Payment to the Supplier in accordance with Article 6.2  within seven (7) Business Days of receipt of the Advance Payment Bond.  2.5. Where either (i) the conditions precedent above are not fulfilled by the Parties or waived  by the beneficiary Party of such conditions precedent within fifteen (15) Business Days  from the Execution Date or (ii) the Notice to Proceed is not issued within three (3)  Business Days from the Effective Date, either Party may, by written notice to the other  Party, terminate this Agreement and each Party shall have no further liability to the  other whatsoever except for any liability that may have accrued to the date of such  termination.  3. SCOPE OF WORK  3.1. Overview  3.1.1. The Buyer hereby appoints the Supplier to:   3.1.1.1. furnish all materials, Bess Equipment, labour, transportation  including all documents and manuals, as provided in Annex 1;  and  3.1.1.2. carry out the Works, commissioning and testing as provided  in Annex 1.  3.1.2. It is agreed between the Parties that the Buyer shall be responsible for all  activities related to the engineering, procurement, construction, testing  and operation of the Storage Power Plant that are not expressly listed in  the Supplier’s scope of work under Annex 1, including all activities to be  performed by the Buyer as indicated in Annex 1.  3.2. Requirements  3.2.1. The Supplier shall:  3.2.1.1. perform the Works in accordance with applicable Law, the  Technical Specifications, the Good Industry Practice and the  other requirements of this Agreement; and
 10  3.2.1.2. procure and use Bess Equipment, parts and materials that are  new (except as otherwise agreed to in writing by the Buyer).   3.3. Design  The Parties acknowledge that the Supplier shall prepare the Basic Design and the Bess  Equipment Design.  4. GENERAL OBLIGATIONS OF THE SUPPLIER  4.1. Permits   The Parties agree that the Supplier shall not be responsible for the obtainment, validity  and effectiveness of any permit and authorization including the planning permission or  any building permit/authorization, related to the Bess Equipment and, in general, the  Storage Power Plant.   4.2. Completion of the Works  The Supplier agrees to perform the Works in accordance with the provisions provided  under Annex 1.   4.3. Delivery of Bess Equipment   4.3.1. The Supplier shall deliver each of the Battery Modules FOB – Incoterms  2020 at Port of [REDACTED] and Bess Containers FOB – Inconterms  2020 at Port of [REDACTED] by the respective Due Delivery Date as  provided under the programme as set out in Annex 2.  4.3.2. If any Due Delivery Date is delayed at the request of the Buyer or as a  result of any action or omission of the Buyer, the Buyer shall be liable for  any cost and expense arising as a result, including storage and  transportation costs.  4.4. Subcontractors and sub-suppliers  The Supplier is allowed to enter into sub-supply and/or sub-contract agreements for  the execution of the Works: (i) with any of its Affiliates and the entities listed under  Annex 4 and/or (ii) in case of sub-supply and/or sub-contract agreements each of them  of a value lower than five percent (5%) of the Contract Price and/or (iii) in cases not  provided under (i) and (ii), subject to the Buyer’s express prior written approval. If the  Buyer does not provide an answer within seven (7) Business Days from receipt of a  name of a sub-supplier or sub-contractor, such entity shall be deemed accepted by the  Buyer.   4.5. Bonds  The Supplier shall obtain (at its own cost) and provide to the Buyer the following  guarantees:  4.5.1. An Advance Payment Bond in an amount equal to ten percent (10%) of  the Contract Price to stand as a security for the repayment by the Supplier  to the Buyer of the Down Payment (the ′′Advance Payment Bond′′):  4.5.1.1. subject to the terms of this Article, the Supplier shall obtain  and maintain the Advance Payment Bond in full force and  effect until milestone 3 has been achieved;
 11  4.5.1.2. the form of the Advance Payment Bond is attached under  Annex 15.  4.5.2. A Supplier Parent Company Guarantee in favour of the Buyer, covering  twenty percent (20%) of the Contract Price. The Supplier undertakes to  maintain in full force and effect the Supplier Parent Company Guarantee  until the last Delivery Date.  4.5.3. Upon Commissioning Date and as a condition of the issuance of the  Commissioning Certificate, Supplier shall obtain a Warranty Bond in an  amount equal to five percent (5%) of the Contract Price for the duration of  the Defects Liability Period, as a security for the Supplier’s liability under  the Agreement during the Defects Liability Period (′′Warranty Bond′′).  4.5.4. The Warranty Bond will commence at Commissioning Date and the  Supplier shall maintain the Warranty Bond in full force and effect until the  end of the Defects Liability Period.  4.5.5. The form of the Warranty Bond is attached hereto under Annex 16.  5. GENERAL OBLIGATIONS OF THE BUYER  5.1. Permits and approvals  The Buyer is responsible for the obtainment of all the permits and authorisations related  to the Bess Equipment and Storage Power Plant. The permits and authorisations to be  complied by the Supplier during the execution of the Works, if any, are included in the  Site Data.  5.2. Right of access   The Buyer shall provide the Supplier with permanent and continuous access to the Site  and right to perform the Works there at all times reasonably necessary for the  performance of such Works.  5.3. Buyer’s documentation  The Buyer shall provide the Supplier with copies of the maps, surveys, site information,  grid requirements and other specifications available to the Buyer as listed in Annex 5.  5.4. Payment of the Contract Price  The Buyer shall pay the Contract Price to the Supplier for the Works in accordance with  this Agreement.  5.5. Maintenance obligations  The Parties undertake to conclude and enter into the Maintenance Contract by no later  than twenty (20) days following final engineering design as stipulated in Annex 2. The  Maintenance Contract shall be in full force and effect from the Commissioning Date,  and the Supplier shall carry out maintenance activities concerning the Works relating  to prevention, correction, adaptation, modification and/or updates, as provided in the  Maintenance Contract.  5.6. Buyer Parent Company Guarantee  The Buyer shall obtain (at its own cost) and provide to the Supplier within ten (10) days  of the Execution Date the Buyer Parent Company Guarantee, covering the payment of
 12  the Contract Price. The Buyer undertakes to maintain in full force and effect the Buyer  Parent Company Guarantee until the full payment of the Contract Price.   6. CONTRACT PRICE   6.1. Contract Price  6.1.1. as full and complete payment for the Works, subject to the provisions of  this Agreement, the Buyer shall pay to the Supplier an amount equal to   Euro 62,542,540.00 (sixty-two million five hundred forty-two thousand five  hundred forty/00 Euro) (the ′′Contract Price′′), as may be adjusted  pursuant to the Agreement;  6.1.2. any reference to the Contract Price in this Agreement shall not include  value added tax (VAT), any other similar taxes and other taxes, charges,  levies or duties related to the Works, which shall be paid by the Buyer;  6.1.3. the prices of the Works and Bess Equipment to be delivered are based on  the Incoterms 2020 – FOB at Port of [REDACTED]for Battery Modules  and, Incoterms 2020 – FOB at Port of [REDACTED] for Bess Containers.   6.2. Payment Milestones  6.2.1. The Buyer shall pay the Contract Price to the Supplier in accordance with  the following payment milestones schedule:   1 Down  Payment  Within seven (7) Business  Days of receipt of the  Advance Payment Bond  10 % of the  Contract Price  2 Milestone 1 Major Components Ordered 20 % of the  Contract Price  3 Milestone 2   Delivery of Basic Design 5% of the Contract  Price  4 Milestone 3 FOB Port [REDACTED]  Battery Modules batch 1 as  per Annex 2  10% of the  Contract Price  5 Milestone 4 FOB Port  of [REDACTED]  Battery Modules batch 2 as  per Annex 2  10% of the  Contract Price  6 Milestone 5 FOB Port [REDACTED]  Battery Modules batch 3 as  per Annex 2  10% of the  Contract Price  7 Milestone 6 FOB Port of [REDACTED]  Bess Containers batch 1 as  per Annex 2  5% of the Contract  Price  8 Milestone 7 FOB Port of [REDACTED]  Bess Containers batch 2 as  per Annex 2  5% of the Contract  Price  9 Milestone 8 FOB Port of [REDACTED]  Bess Containers batch 3 as  5% of the Contract  Price
 13  per Annex 2  10 Milestone 9 FOB Port of [REDACTED]  Bess Containers batch 4 as  per Annex 2  5% of the Contract  Price  11 Milsetone  10  FOB Port of [REDACTED]  Bess Containers batch 5 as  per Annex 2  5% of the Contract  Price  12 Milestone  11  Earlier of : Commissioning  Date and  six (6) months after  last Delivery Date of Bess  Equipment   10% of the  Contract Price    In relation to Milestone 11 the Parties agree that should the Commissioning Date not  occur within six months after the last Delivery Date of Bess Equipment, for reasons not  attributable to the Supplier, the Buyer shall pay to the Supplier 10% of the Contract  Price (Milestone 11).   6.2.2. Following achievement of each milestone, the Supplier shall issue to the  Buyer an invoice for the amount provided for the completion of the relevant  milestone. The Buyer shall pay directly to the account of the Supplier the  amounts set out in an invoice:  6.2.2.1. in case of the Down Payment, within seven (7) Business Days  from receipt of the Advance Payment Bond;   6.2.2.2. in case of all other milestones within thirty (30) Business Days  from the receipt of the relevant vat invoice.   6.2.3. In case of Buyer’s failure to pay the amounts due under any milestone, the  Supplier shall have the right to a postponement of the Due Delivery Dates  for a period equal to such delay.  6.2.4. The Buyer’s failure to pay any amount under this Agreement when due  shall automatically give rise to late payment interests which will be accrued  on a daily basis by applying a 3-month EURIBOR rate, as determined on  the January 1 or July 1, as the case may be, immediately preceding the  date of non – payment, increased by three hundred basis point (300 bps)  until the date of payment, but not to exceed the maximum rate permitted  by applicable Laws regarding usury.  6.2.5. In case of non-payment by the Buyer of any amount under the Agreement  within ten (10) days from the due date, the Supplier has the right to  suspend the performance of its obligations under this Agreement, with  consequent postponement of the Due Delivery Dates and any other  deadline of the Supplier provided by the Agreement for a period equal to  such suspension.  6.3. Dispute on the payment  If a dispute arises in relation to the payments to be made to the Supplier, the Buyer  and the Supplier shall then attempt to resolve the dispute and, if unsuccessful,  Article 22 (Dispute Resolution) shall apply.
 14  7. CHANGE ORDER  7.1. Request for Change Order  7.1.1. There shall be no change to the Works, the Contract Price, the Due  Delivery Date(s) except to the extent provided in a written instrument  signed by the Buyer and the Supplier stating their mutual agreement (a  ′′Change Order′′). The Change Order shall state: (a) a change in the  Works, if any; (b) the amount of the adjustment in the Contract Price, if  any; and/or (c) the extent of the adjustment in the Due Delivery Date.  7.1.2. The Supplier shall be entitled to obtain a Change Order for an equitable  adjustment to the Contract Price and/or the Due Delivery Date(s) if:   7.1.2.1. the Buyer seeks a change to the Basic Design and/or Bess  Equipment Design and/or the Works, consisting of additions,  deletions, or other revisions, so long as such change is within  the general scope of this Agreement; or   7.1.2.2. the Supplier's performance of its obligations under this  Agreement is affected by one of the following events (an  ′′Excusable Event′′):  7.1.2.2.1. Buyer’s liability;  7.1.2.2.2. Liability of other contractors and/or suppliers  (excluding any Subcontractors of the Supplier  under this Agreement) involved in the  realisation of the Storage Power Plant;  7.1.2.2.3. Force Majeure;  7.1.2.2.4. Change in Law after the Execution Date;   7.1.2.2.5. any delay in carrying out or completing or  attending or scheduling or approval of any of  the TSO or DNO or any similar competent  entity tests by the TSO or by the aggregator  or the DNO or any similar competent entity,  as the case may be;   7.1.2.2.6. Adverse Weather Conditions; or  7.1.2.2.7. Change in any applicable permit and/or  authorisation.  7.1.3. Should either Party desire to change the Works or observe a change to  the Works, such Party shall submit a change request to the other in writing.  Irrespective of which Party has issued the written notice of change, within  ten (10) Business Days of receipt of any such request, Supplier shall  submit a detailed proposal to the Buyer stating (a) the increase or  decrease, if any, in the Contract Price which would result from such  change, (b) the effect, if any, upon the Due Delivery Date. The Buyer shall  have five (5) Business Days to accept or reject in writing the Supplier’s  proposals in relation to the change. If the Buyer agrees with the Supplier’s  proposal, the Parties shall execute a Change Order reflecting the change  in the Works and proposed adjustments, if any, in the Contract Price and  the Due Delivery Date.
 15  8. DELAY LIQUIDATED DAMAGES  8.1. Subject to Article 7.1 and Article 9 (Extension of Due Delivery Date), if the Supplier fails  to deliver any of the Bess Components within four weeks from each Due Delivery Dates  as specified under Annex 2, as extended under the Agreement, for reasons attributable  to the Supplier, the Supplier shall pay Delay Liquidated Damages in the amount of  0.0715% of the Contract Price for each Business Day of delay, with such day  commencing on the day after the four weeks from each Due Delivery Date(s) until the  actual delivery date of such Bess Component(s).   8.2. The maximum amount of Delay Liquidated Damages to be paid by the Supplier shall  not exceed an amount of five percent (5%) of the Contract Price (′′Delay Liquidated  Damages Cap′′). Once the Delay Liquidated Damages exceeds the Delay Liquidated  Damages Cap, the Buyer shall be entitled to terminate this Agreement due to Supplier  default pursuant to Article 14.1.2. The Parties acknowledge and agree that the Delay  Liquidated Damages above are in all respects fair and reasonable and represent a  genuine pre-estimate of the losses, damages and expenses likely to be suffered or  incurred by the Buyer in case of delay attributable to Supplier. Without prejudice to the  foregoing and the obligation to continue to perform the Works, subject to the provision  of Article 14.1.2.1.3, payment of Delay Liquidated Damages shall be the sole obligation  of the Supplier and constitutes the sole and exclusive remedy available to the Buyer in  this respect.  8.3. As soon as the Supplier is aware of or expects that there will be a material delay  (meaning delays which impact the critical path of the programme) in the performance  of the Works, including due to unexpected additional work that must be carried out, the  Supplier shall without delay notify the Buyer accordingly in writing, stating:   8.3.1. what the cause of the delay is;  8.3.2. the expected duration of the delay; and   8.3.3. the measures taken or to be taken by the Supplier to avoid further delay.  9. EXTENSION OF DUE DELIVERY DATE  9.1. The Supplier shall be entitled to obtain an extension of the Due Delivery Date(s)  in the  following circumstances:  9.1.1. extra or additional work constituting a Change Order (provided that is not  due to an act or omission of the Supplier);   9.1.2. failure of the Buyer to fulfil any of its obligations under the Agreement or  an act or omission of the Buyer and/or of any of its suppliers and/or  contractors affecting the performance of the Supplier’s obligations;  9.1.3. any suspension or order to suspend, except to the extent due to a  Supplier's act or omission;   9.1.4. a Covid-19 Event;   9.1.5. a R/U Event;  9.1.6. an Excusable Event.  9.2. In case of an extension of time approved by the Buyer, other than as a result of Force  Majeure, Adverse Weather Conditions or a Covid-19 Event or a R/U Event, the Supplier  shall be entitled to an adjustment of the Contract Price covering any documented extra  costs.
 16  10. TESTS OF THE BESS EQUIPMENT  10.1. Factory Acceptance Testing (“FAT”)  10.1.1. The Supplier shall perform all the necessary tests and checks, as  described in Annex 6, in order to verify the compliance of the Bess  Containers to the Technical Specifications and Good Industry Practice.  The Supplier shall notify the Buyer with at least fifteen (15) Business Days’  notice of the start of the FAT in order to allow the Buyer to organize  properly its attendance at the FAT should the Buyer wishes to be present.  The Supplier is however allowed to carry out the tests also in case of  absence of the Buyer.  10.1.2. If the tests have been completed successfully, the Buyer and the Supplier  shall execute the FAT Certificate in the form attached in Annex 7 within a  period of five (5) Business Days from the successful completion of the  tests. Should the FAT Certificate not be signed within such period, the FAT  Certificate shall be deemed to be issued for all the purposes of the  Agreement.  10.1.3. If the Buyer disagrees with the results of the FAT and the FAT Certificate  is not issued within five (5) Business Days after the Supplier has notified  the Buyer that all necessary conditions, according to the Supplier, have  been met, an expert mutually agreed by both Parties (the ′′Expert′′) shall  inspect the Bess Containers and analyse the documents provided by the  Supplier and the Buyer, and shall have fifteen (15) Business Days from  the acceptance of the mandate to provide its conclusions. If the Expert’s  conclusions are that the FAT Certificate shall be issued, then the FAT  Certificate shall be signed by both Parties and considered effective from  the date of the fulfilment of the tests and the costs incurred by the Expert  shall be paid by the Buyer. If the Expert’s conclusions are that the FAT  Certificate cannot be issued, then the FAT Certificate shall not be signed,  and the costs incurred by the Expert shall be paid by the Supplier.  10.1.4. The Supplier shall (i) perform all the necessary tests and checks, as  described in Annex 6, in order to verify the compliance of the Battery  Modules to the Technical Specifications and Good Industry Practice and  (ii) provide such test reports to the Buyer.  10.2. Commissioning of the Works  10.2.1. Commissioning Certificate  10.2.2. The Buyer shall carry out all Enabling Works in order to enable the  Supplier to commission the Bess Equipment in compliance with this  Agreement. The Buyer shall notify the Supplier with at least fifteen (15)  Business Days’ notice of the start of the commissioning tests in order to  allow the Supplier to execute the relevant tests and activities.  Commissioning shall take place on the date on which the following  conditions have been met (the ′′Commissioning Date′′) as evidenced by  the issuance of the Commissioning Certificate:  10.2.2.1. all the tests described in Annex 6 (the ′′Tests for  Commissioning′′) have been successfully passed;   10.2.2.2. the Performance Warranties to be achieved as a condition  precedent to the Commissioning Date described under Annex  1 have been achieved; and
 17  10.2.2.3. all technical documentation included in Supplier’s scope of  Works as specified in Annex 1 have been delivered.   10.2.3. The Buyer shall notify the Supplier with at least fifteen (15) Business Days’  notice of the start of the Tests for Commissioning in order to allow the  Supplier to organize properly the execution of the Tests for  Commissioning. The Supplier shall perform all the necessary tests and  checks, as described in Annex 6. The Buyer shall provide consumables  as may be required to carry out the tests.   10.2.4. In case the Supplier cannot attend the Tests for Commissioning at the date  notified by the Buyer due to Force Majeure, or the Tests for  Commissioning cannot be properly performed at its anticipated date due  to Force Majeure, such Tests for Commissioning shall be postponed and  performed as soon as the Force Majeure event is terminated in order to  allow the Supplier to perform the Tests for Commissioning and the Buyer  to attend the Tests for Commissioning. It is also understood that the  Supplier shall not be responsible for any delay due to an Excusable Event.  10.2.5. If the Tests for Commissioning have been completed successfully, the  Buyer and the Supplier shall execute the commissioning certificate in the  form attached in Annex 7 (the ′′Commissioning Certificate′′) within a  period of three (3) Business Days from the fulfilment of all requirements.  Should the Commissioning Certificate not be signed within such period,  the Commissioning Certificate shall be deemed to be issued for all the  purposes of the Agreement.   10.2.6. If the Buyer disagrees with the results of the Tests for Commissioning and  the Commissioning Certificate is not issued within ten (10) Business Days  after the Supplier has notified the Buyer that all necessary conditions,  according to the Supplier, have been met, an Independent Expert  appointed in accordance with Article 22.2.2 shall inspect the Storage  Power Plant and analyze the documents provided by the Supplier and the  Buyer, and shall have fifteen (15) Business Days from the acceptance of  the mandate to provide its conclusions. If the Independent Expert’s  conclusions are that the Commissioning Certificate shall be issued, then  the Commissioning Certificate shall be signed by both Parties being  effective from the date of the fulfilment of the conditions for the  Commissioning Date, and the costs incurred by the Independent Expert  shall be paid by the Buyer. If the Independent Expert’s conclusions are  that the Commissioning Certificate cannot be issued, then the  Commissioning Certificate shall not be signed, and the costs incurred by  the Independent Expert shall be paid by the Supplier.  10.2.7. On the Commissioning Date, the Buyer and the Supplier shall agree on  the Punch List. The Supplier shall remedy at its sole cost all minor items  listed in the Punch List within and no later than thirty (30) Business Days  after the Commissioning Date, or any longer period as may be agreed by  the Parties.   10.2.8. Upon the clearance of the Punch List, the Supplier shall submit to the  Buyer a written statement requesting the execution by the Buyer of a  Punch List clearance certificate in the form attached in Annex 8 (the  ′′Punch List Clearance Certificate′′). The Punch List Clearance  Certificate shall be executed and signed by the Buyer within five (5)  Business Days after its receipt by the Supplier unless the Buyer provides  written notice and a detailed description of the Supplier’s failure to achieve  the clearance of the Punch List. In case the Buyer does not execute the  Punch List Clearance Certificate nor provide any rejection notice within  five (5) Business Days from its receipt, the Punch List Clearance
 18  Certificate shall be deemed to be issued for all the purposes provided by  this Agreement.  11. SUPPLIER’S WARRANTIES  11.1. Defects Liability Period   11.1.1. Duration  The Supplier shall be liable for any Defects attributable to the Supplier on  the Bess Equipment during a period of twenty four (24) months starting  from the Commissioning Date and in any case for no more than thirty (30)  months after the last Delivery Date of the Bess Equipment (the ′′Defects  Liability Period′′).   11.1.2. Making good Defects  11.1.2.1. during the Defects Liability Period, the Supplier shall be  responsible for making good any Defect in any part of the Bess  Equipment which:   11.1.2.1.1. appears or occurs during the Defects Liability  Period; and   11.1.2.1.2. arises from either (i) any defective materials,  workmanship or design, or (ii) any act or  omission of the Supplier during the Defects  Liability Period;  11.1.2.2. if a Defect appears during the Defect Liability Period, a written  notice shall be given to the Supplier by the Buyer without  delay;  11.1.2.3. promptly thereafter and using best efforts, the Supplier shall  make good the Defect at its own cost but costs for transport,  taxes and custom duties on any replacement parts shall be  paid by the Buyer.   11.1.3. For any part of the Bess Equipment affected by repairment or  replacement, the Defect Liability Period with respect to such component  shall be continued for a period that is the longer of: (a) the remaining  period of the original Defect Liability Period; and (b) one (1) year from the  date of completion of the repair or replacement of such component.  11.1.4. The choice to remedy by repair or replacement of the defective part shall  be solely that of the Supplier. Furthermore, except as expressly stated in  the Agreement or unless the Supplier elects otherwise, the Buyer waives  any liens and security interests in the removed or replaced part, shall do  everything necessary to effect such waiver, and shall indemnify the  Supplier against any loss or damage the Supplier may incur as a result of  any lien or security interest being asserted over such removed or replaced.  Without prejudice to Article 11.2 and except as set out expressly in this  Agreement, the remedies provided in this Article shall constitute the sole  remedies provided in favour of the Buyer in case of Defects.  11.1.5. The responsibility of the Supplier under the Defects Liability Period shall  be conditional upon:
 19  11.1.5.1. the Bess Equipment and any relevant work thereon having  been performed and supplied by the Supplier;  11.1.5.2. the Defects are not resulting from wear and tear;  11.1.5.3. the Works and any part thereof having been operated by the  Buyer in accordance with the O&M Manuals;   11.1.5.4. the relevant Defect not being due to (i) conditions outside the  Technical Specifications; (ii) an event of Force Majeure; or (iii)  the Buyer and/or a third party (including vandalism and works  executed by such third party).  11.2. Performance Warranties  11.2.1. The Supplier guarantees that the performance of the BESS Equipment  shall meet the Performance Warranties:  11.2.1.1. during the Tests for Commissioning; and   11.2.1.2. on the date which falls twelve (12) months after the  Commissioning Date; and     11.2.1.3. on the date which falls twenty four (24) months after the  Commissioning Date,   provided that the dates under Articles 11.2.1.2 and 11.2.1.3 can be no  later than thirty (30) months after the last Delivery Date of the Bess  Equipment.  11.2.2. If the Bess Equipment fails to meet the Performance Warranties as  provided under Article 11.2.1.1 and/or Article 11.2.1.2 and/or  Article 11.2.1.3 above for reasons attributable to the Supplier, the Supplier  shall promptly and at its cost implement the necessary rectifications and/or  make good the defect and repeat the required tests to demonstrate to the  Employer the achievement of the Performance Warranties. The  aforementioned procedure shall be repeated until the Bess Equipment  achieves the Performance Warranties.  11.2.3. The Parties agree that the obligation of the Supplier to comply with the  Performance Warranties is subject to the entering into, and the  uninterrupted validity and effectiveness for the same period of the  Maintenance Contract between the Parties.  12. LIABILITY  12.1. Notwithstanding any contrary provision provided by the Agreement no Party shall be  liable for loss of profit, loss of product, loss of use, loss of contract, loss of revenues or  for indirect or consequential loss or damages suffered or incurred by the other Party,  except in respect of Delay Liquidated Damages which shall not be interpreted as  indirect or consequential of nature.   12.2. Each Parties’ liability for all direct damages, connected to the performance of the  Agreement, is limited to one hundred percent (100%) of the Contract Price.   12.3. The liability limitations provided above shall not apply in case of (i) death or personal  injury, or (ii) gross negligence or wilful misconduct.
 20  12.4. If at any time a circumstance occurs that leads to (possible) liability for compensation  of one of the Parties, then the other Party shall undertake to take all necessary  measures to try to limit/mitigate the (possible) damage.  13. OWNERSHIP AND RISK OF LOSS  13.1. Ownership of all parts of the Works and each Bess Component shall pass to the Buyer  upon receipt by the Supplier of payment of the part of the Contract Price corresponding  to that parts of the Works and that Bess Component.  13.2. The Supplier shall do all things necessary to ensure that ownership of all parts of the  Works and items of Bess Equipment transferred to the Buyer in accordance with this  Article 13 (Ownership and Risk of Loss) is free from any lien, charge or any other  security interest and that no person other than the Buyer shall have any claim to  ownership thereto.  13.3. The risk of loss of or damage to (i) each of the Battery Modules shall pass from the  Supplier to the Buyer upon each Delivery Date at Port of [REDACTED], as per FOB –  Incoterms 2020 and (ii) to each of the Bess Containers  shall pass from the Supplier to  the Buyer upon each Delivery Date at Port of [REDACTED], as per FOB – Incoterms  2020.   14. SUSPENSION / TERMINATION  14.1. Suspension / Termination by the Buyer  14.1.1. Suspension / Termination for convenience  14.1.1.1. the Buyer shall be entitled, at its discretion, without any  notification of default being necessary, to terminate the  Agreement, at its convenience, with a previous written notice  of sixty (60) days;  14.1.1.2. in case of termination for convenience by the Buyer, the  Supplier shall be entitled to receive compensation from the  Buyer for:   14.1.1.2.1. the amounts of the Contract Price covering  portion of the Works already executed,  invoiced and not yet invoiced;   14.1.1.2.2. the cost of Bess Equipment ordered which  order cannot be revoked. The Bess  Equipment shall become the property of - and  be at the risk of - the Buyer when paid for by  the Buyer and the Supplier shall place the  same at the Buyer 's disposal;   14.1.1.2.3. site demobilisation and repatriation costs;   14.1.1.2.4. a termination fee amounting to twenty (20%)   of the difference between the Contract Price  and the amount of the value of the Works  executed prior termination;  14.1.1.3. the Buyer may suspend the performance of the Works for its  convenience with prior written notice of forty-five (45) days.  In  such case the Supplier shall:
 21  14.1.1.3.1. be entitled to obtain a proportional extension  of time and reimbursement of the duly  documented costs incurred; and   14.1.1.3.2. after notice of suspension, be entitled to  invoice the Works already completed and not  yet invoiced;  14.1.1.4. if the suspension exceeds sixty (60) days, the Supplier has the  right to terminate the Agreement.   14.1.2. Termination for Supplier’s Default  14.1.2.1. the Buyer shall be entitled to terminate the Agreement in the  following circumstances (the ′′Supplier’s Default′′):   14.1.2.1.1. bankruptcy order issued against the Supplier;  14.1.2.1.2. liquidation of the Supplier or event occurs  which (under applicable Laws) has a similar  effect and applicable legal provisions do not  prohibit termination of or withdrawal from the  Agreement;  14.1.2.1.3. reach or exceed the Delay Liquidated  Damages Cap;  14.1.2.1.4. the Supplier fails to comply with material  obligations under this Agreement; and fails to  remedy the breach (which shall be notified in  writing by the Buyer) within a cure period of  thirty (30) Business Days;  14.1.2.2. in case of Supplier’s Default, if the Supplier fails or refuses to  remedy the default within thirty (30) Business Days following  receipt of a written notice issued by the Buyer, the Buyer may  terminate this Agreement. However, in the case of sub- paragraph (a) or (b), the Buyer may without prior notice  terminate the Agreement immediately;  14.1.2.3. after a notice of termination has taken effect, the Buyer shall  pay to the Supplier all Works executed, as invoiced and not  yet invoiced prior to the termination date and withhold the  amount of Delay Liquidated Damages and/or duly  documented direct damages (if any) within ten (10) days from  the date of the termination notice;  14.1.2.4. remedies set forth in the Agreement are the exclusive  remedies available to the Buyer in case of termination for  Supplier’s Default.  14.2. Termination by the Supplier for Buyer’s Default  14.2.1. The Supplier shall be entitled to terminate the Agreement by written notice  on the following grounds (the ′′Buyer’s Default′′):  14.2.1.1. bankruptcy order issued against the Buyer or the entity that  has issued the Buyer’s Parent Company Guarantee;
 22  14.2.1.2. liquidation of the Buyer or the entity that has issued the  Buyer’s Parent Company Guarantee or event occurs which  (under applicable Laws) has a similar effect and applicable  legal provisions do not prohibit termination of, or withdrawal  from, the Contract;  14.2.1.3. the Buyer fails to pay any amount to the Supplier due under  this Agreement;  14.2.1.4. in case the suspension decided by the Buyer for convenience  exceeds an aggregate period of sixty (60) days;  14.2.1.5. revocation of any permit and/or authorisation that are  necessary for the execution of the Agreement; or  14.2.1.6. the Bess Equipment and/or the Storage Power Plant is not  ready for commissioning (six) 6 months after the Delivery  Date.  14.2.2. In case of Buyer’s Default, if the Buyer fails or refuses to remedy the  default within thirty (30) Business Days following receipt of a notice issued  by the Supplier, the Supplier may terminate this Agreement. However, in  the case of sub-paragraph (a) or (b), the Supplier may without prior notice  terminate the Agreement immediately.  14.2.3. Upon termination of this Agreement due to a Buyer’s Default, the Supplier  shall be entitled to receive compensation for:   14.2.3.1. the amounts of the Contract Price covering portion Works  executed, invoiced and not yet invoiced;   14.2.3.2. the cost of materials and components ordered for the Works.  These goods shall become the property of - and be at the risk  of the Buyer when paid for by the Buyer and the Supplier shall  place the same at the Buyer 's disposal; and   14.2.3.3. the Site demobilisation and repatriation cost; and  14.2.3.4. further duly documented damages suffered by the Supplier.  15. FORCE MAJEURE  15.1. Definition of Force Majeure  15.1.1. In this Article, "Force Majeure" means an event or circumstance:  15.1.1.1. which is beyond a Party's control;  15.1.1.2. which such Party could not reasonably have provided against  before entering into the Agreement;  15.1.1.3. which, having arisen, such Party could not reasonably have  avoided or overcome; and  15.1.1.4. which is not substantially attributable to the other Party.  15.1.2. Force Majeure may include, but is not limited to, events or circumstances  of the kind listed below, so long as the conditions under Articles 15.1.1.1  to 15.1.1.4 listed above are satisfied:
 23  15.1.2.1. war and other hostilities (whether war be declared or not),  invasion, act of foreign enemies, mobilisation, requisition or  embargo;  15.1.2.2. ionising radiation or contamination by radio-activity from any  nuclear fuel or from any nuclear waste from the combustion of  nuclear fuel, radio-active toxic explosives or other hazardous  properties of any explosive nuclear assembly or nuclear  components thereof;  15.1.2.3. rebellion, sabotage, revolution, insurrection, military or  usurped power and civil war, insofar as it relates to the country  in which the Works are located or countries through which  Bess Equipment must be manufactured or transported;  15.1.2.4. riot, strikes (excluding the strikes attributable to the Supplier’s  employees), commotion or disorder, except if they are  attributable to the Supplier’s employees;  15.1.2.5. governmental action, trade embargo, sanction, expropriation  or confiscation of facilities;  15.1.2.6. epidemics or pandemics; or  15.1.2.7. natural events such as flooding, earthquakes, hurricane,  tsunami, typhoon or volcanic activity.  15.1.3. For the avoidance of doubt, without prejudice to the foregoing, the Parties  acknowledge that none of the following conditions or events shall  constitute Force Majeure, unless they are caused by circumstances which  are themselves Force Majeure events:  15.1.3.1. normal meteorological conditions on statistical basis or  meteorological conditions which are not Adverse Weather  Conditions;  15.1.3.2. failure to make payment.  15.1.4. A Party which believes that its performance is or may be affected by a  Force Majeure event shall notify the non-affected Party of the same as  soon as reasonably practicable (and within seven (7) days in any case),  and shall provide such details of the Force Majeure event as the non- affected Party may reasonably require. The burden of proof as to whether  a Force Majeure event has occurred and whether the Force Majeure event  excuses the Party from performance shall be upon the Party claiming such  Force Majeure event.  15.2. Consequences of Force Majeure  15.2.1. Suspension of the performance  In the event of Force Majeure a Party is authorised to suspend  performance of the Works in full or in part for the duration of the Force  Majeure. The Party that invokes suspension must immediately, but in any  case within ten (10) days after the event of Force Majeure, notify the other  Party of the Force Majeure situation in writing accompanied by supporting  documents.  15.2.2. Duty to mitigate
 24  15.2.2.1. each Party shall at all times use all reasonable endeavours to  minimise any delay in the performance of the Works as a  result of the event Force Majeure;  15.2.2.2. the Supplier shall endeavour to continue to perform its  obligations under the Agreement so far as reasonably  practicable. The Supplier shall notify the Buyer of the steps he  proposes to take including any reasonable alternative means  and relating costs for performance which is not prevented by  Force Majeure. The Supplier shall not take any such steps  unless directed so to do by the Buyer;  15.2.2.3. a Party shall give notice to the other Party when it ceases to  be affected by the Force Majeure.  15.2.3. Extension of time  If the Supplier is prevented from performing any of its obligations under  the Agreement by Force Majeure, and suffers delay by reason of such  Force Majeure, the Supplier shall be entitled to an extension of time for  any such delay in accordance with Article 9 (Extension of Due Delivery  Date).  15.2.4. Termination  If circumstances of Force Majeure have occurred and continue for an  aggregate period of more than three (3) consecutive months or four (4)  months in aggregate then, notwithstanding that the Supplier may have  been granted an extension of the Due Delivery Date, either Party shall be  entitled to terminate this Agreement, subject to thirty (30) days’ notice to  terminate the Agreement.   15.2.5. Payment on termination  Upon termination of this Agreement due to an event of Force Majeure, the  Supplier shall be entitled to receive:   15.2.5.1. the value of the Works done at the time of termination,  invoiced or not yet invoiced; and  15.2.5.2. the cost of materials or goods ordered for the Works or for use  in connection with the Works which have been delivered to the  Supplier or of which the Supplier is legally liable to accept  delivery and insofar as these amounts are duly justified. Such  materials or goods shall become the property of and be at the  risk of the Buyer when paid for by the Buyer and the Supplier  shall place the same at the Buyer’s disposal.  15.3. COVID-19 Event - R/U Event  In case of occurrence of a Covid-19 Event and/or R/U Event, Article 15.2  (Consequences of the Force Majeure) shall apply.  16. INTELLECTUAL PROPERTY  16.1. The Intellectual Property Rights in all Technical Specification, Basic Design and Bess  Equipment Design shall remain vested in the Supplier or relevant third parties, as the  case may be. The Supplier:
 25  16.1.1. warrants that the Intellectual Property Rights in all Technical  Specifications, Basic Design and Bess Equipment Design either vests in  the Supplier or in third parties from whom the Supplier has a licence to use  such materials for the purposes of the Works;   16.1.2. hereby grants to the Buyer a royalty-free, irrevocable and non-exclusive  licence to use the Technical Specifications, Basic Design, Bess  Equipment Design and Software for the construction, maintenance,  operation and repair of the Works; such licence shall be freely assignable  by the Buyer by way of security to a provider of finance in relation to the  Works and may be assigned or sub-licensed to a nominee of such  provider, or to an Affiliate of the Buyer, or to any person that is from time  to time the owner of the Works, provided that the Buyer ensures that the  Technical Specifications, Basic Design and Bess Equipment Design shall  be used for no other purpose than for the construction, maintenance,  operation and repair of the Works; the Supplier shall not be liable for any  negligent or improper use of the Technical Specifications, Basic Design  and Bess Equipment Design;   16.1.3. warrants to indemnify and hold harmless the Buyer against third party  claims for infringement of such Intellectual Property Rights.  16.2. For the avoidance of doubt, the Buyer understands and agrees that such licence does  not include any right to modify the Technical Specifications, Basic Design or Bess  Equipment Design nor to sell sublicense, licence, rent, assign, transfer, deploy or  otherwise make available the Technical Specifications, Basic Design and Bess  Equipment Design, in whole or in part, to any third party except as specifically set forth  in this Agreement. Also, the Buyer understands and agrees that such licence does not  include any right to reverse engineer, decompile or disassemble the Technical  Specifications, Basic Design and Bess Equipment Design or reduce to source code  form.   16.3. Notwithstanding any provisions of this Agreement to the contrary, the Buyer shall  indemnify the Supplier against and hold the Supplier harmless from any loss the  Supplier may suffer as a consequence of the Technical Specifications, Basic Design  or Bess Equipment Design being used by the Buyer or third party authorised under this  Agreement for a use other than the construction, maintenance, operation and repair of  the Works.  17. CONFIDENTIALITY  17.1. Each of the Parties shall keep confidential the terms of this Agreement and any  confidential information that it may acquire in relation to the business or affairs of the  other Party hereunder during the execution of this Agreement and until the end of the  Defects Liability Period.   17.2. Each of the Parties shall not divulge such confidential information to any person (except  to such Party’s and its Affiliates’ own employees and sub-contractors or otherwise as  necessary for such Party to fulfil its obligations under this Agreement, to its legal and  other professional advisers, to its current and potential shareholders and lenders of the  Storage Power Plant on a need-to-know basis, to regulatory authorities, and as  required by law or court of competent jurisdiction) without the other Party’s prior written  consent.   17.3. The Parties shall have no obligation with respect to any such documentation or  information which: (i) is or becomes publicly known through no act of the receiving  Party; (ii) is approved for release by written authorization of the disclosing Party; (iii) is  required to be disclosed by the receiving Party pursuant to a legal process being  understood that the receiving Party shall inform the disclosing Party within ten (10)  Business Days as from such disclosure; (iv) has been rightfully furnished to the
 26  receiving Party without any restriction on use or disclosure and not in violation of the  rights of the other Party; or (v) which is required to be disclosed to persons  professionally engaged by a Party on a need to-know-basis, provided such persons  shall be required by such Party to undertake to keep such information confidential and  provided further that such Party shall be liable for the compliance with such  undertaking.  17.4. All public announcements in relation to the Works or the existence of this Contract shall  be discussed in advance and agreed between the Parties. However, any public  information requirement imposed on either of the Parties as a consequence of any  listing on a recognised stock exchange shall not be covered by the foregoing  restrictions.  17.5. The Parties must conform to the current applicable privacy laws and regulations,  including the rules on the processing of personal data.  18. ASSIGNMENT  None of the Parties may assign, transmit, contribute or otherwise transfer all or any part of the  rights and obligations resulting for them from this Agreement without the prior, express written  consent of the other Party.  19. INSURANCES  19.1. Insurance taken out by the Supplier  The Supplier represents that it has taken out, and undertakes to maintain from the  Execution Date to the dates specified in Annex 13, the insurance policies set out in  Annex 13 with limits no lower than those set out in Annex 13.  19.2. Insurance taken out by the Buyer  The Buyer undertakes to take out within thirty (30) days of the Execution Date and to  maintain thereafter the insurance policies as set out in Annex 14 with limits no lower  than those set out in Annex 14 and to appoint the Supplier as insured party.  20. MISCELLANEOUS  20.1. Severability  The provisions contained in each Article of this Agreement shall be enforceable  independently of each of the others and their validity shall not be affected if any of the  others are invalid. If any of those provisions is void but would be valid if some part of  the provision were deleted, the provision in question shall apply with such modification  as may be necessary to make it valid.  20.2. Waivers  No failure or delay by any Party to exercise any right, power or remedy will operate as  a waiver of it nor will any partial exercise preclude any further exercise of the same, or  of some other right, power or remedy.  20.3. Entire Agreement  The terms and conditions set forth herein, together with those set forth on all annexes  attached, constitute the complete statement of the agreement between the Buyer and  the Supplier relating to the subject matter hereof. No prior statement or correspondence  shall modify or affect the terms and conditions hereof. Prior representations, promises,  warranties or statements by Supplier or Buyer, or by any agent or employee of the
 27  Supplier or the Buyer, that differ in any way from the terms and conditions hereof shall  be given no effect.  20.4. Amendment  This Agreement may be modified or amended only by an instrument in writing signed  and duly executed by authorized officers of the Parties.  20.5. Good faith  The Parties undertake to act fairly and in good faith in relation to the performance and  implementation of this Agreement.  20.6. Notifications  Unless otherwise specified in other sections of this Agreement, any material notice or  communication required to be delivered to either Party pursuant to or in connection  with this Agreement shall be given by registered mail with advice of delivery (with copy  in pdf version in advance by email) to the addresses set forth below:  20.6.1. Buyer: Ergo Mining Proprietary  Limited  Address: Constantia Office Park, Vlakhaas Avenue, Cnr Hendrik  Potgieter Road and 14th Avenue, Weltevreden Park,  Roodepoort   Attention: [REDACTED]  Email: [REDACTED]  20.6.2. Supplier: NIDEC ASI SA  Address : 5, Rue Marc Seguin – ZI du Buisson  42230 Roche-la-Molière  Telephone: [REDACTED]  Attention: [REDACTED]  Email: [REDACTED]  21. APPLICABLE LAW   This Agreement and all matters arising hereunder or in connection herewith shall be governed  by and construed in accordance with the laws of England and Wales.  22. DISPUTE RESOLUTION  22.1. Amicable Settlement  22.1.1. Where any disagreement, dispute or deadlock arises, between the  Parties, both Parties shall attempt to resolve this amicably before the  commencement of arbitration, per the mechanism set out below.  22.1.2. Any disagreement, dispute, or deadlock between the Parties may, at the  instance of either Party, be referred to a panel comprising the chief  executive officer (or equivalent) of each of the Parties (the ′′Senior Panel′′)  for resolution. Any such referral by a Party to the Senior Panel shall be by
 28  notice in writing signed by the appropriate representative of the Party  concerned (the Buyer’s representative if referred by the Buyer, the  Supplier’s representative if referred by the Supplier) and shall be  accompanied by a detailed description, background and analysis in writing  of the matter being referred for resolution by the Senior Panel.  22.1.3. Either Party’s representative on the Senior Panel may call for the  submission of additional information by either Party’s appropriate  representative, for the purposes of facilitating the Senior Panel’s full  understanding of the disagreement, dispute, or deadlock.  22.1.4. The Senior Panel shall meet and attempt in good faith to resolve the matter  in question within ten (10) days of the matter being referred to the Senior  Panel, or within such further period as the Senior Panel members may  agree upon in writing.  22.1.5. If the Senior Panel resolves the matter in question within the ten (10) day  period referred to in Article 22.1.4 (or such longer period for resolution as  the Senior Panel members may agree upon in writing), such agreement  shall be recorded in writing and signed by both members of the Senior  Panel, and shall be binding on the Parties.  22.1.6. If the Senior Panel is not able to resolve the matter in question within the  ten (10)  day period referred to in Article 22.1.4 (or such longer period for  resolution as the Senior Panel members may agree upon in writing), either  Party may then refer such matter for resolution as provided for in  Article 22.2 or to arbitration as provided for in Article 22.3. If the non- referring Party objects to the matter being referred to resolution as  provided for in Article 22.2, which it must do within seven (7) days, then  the default shall be for the matter to be referred to arbitration as provided  for in Article 22.3.  22.1.7. All of the processes undertaken under this Article 22.1 shall be on a  “without prejudice” basis, the Parties recognizing that any referral to the  Senior Panel, the information considered by it, and its deliberations, are  not in the nature of legal pleadings, submissions, evidence, or  proceedings.  22.2. Fast Track Dispute Resolution  22.2.1. If a Party refers a dispute to resolution as provided for in this Article 22.2  and the other Party does not object to this referral within the seven (7)  days referred to in Article 22.2.2 then the dispute shall be referred for  resolution by an Independent Expert and Articles 22.2.1 to 22.2.11 will  apply. If the non-referring Party does object to the referral to resolution as  provided for in this Article 22.2, then the dispute must be referred to  arbitration as provided for in Article 22.3.  22.2.2. The Parties must meet within seven (7) days of referral under  Article 22.2.1 of the dispute to determination by an independent expert  and endeavour to agree upon a single expert (who will be independent of  the Parties and must have qualifications and experience appropriate to the  matter in dispute) to whom the matter will be referred for determination  (the ′′Independent Expert′′).  22.2.3. If within fourteen (14) days of referral of the dispute for determination by  an Independent Expert under Article 22.2.1, the Parties have not met or  fail to agree upon the appointment of an Independent Expert, either Party  may refer to dispute to arbitration as provided for in Article 22.3.
 29  22.2.4. Within five (5) days after a dispute has been referred by either Party to the  appropriate Independent Expert, the Independent Expert shall require the  Parties to submit in writing their respective arguments. The Independent  Expert shall, in his/her absolute discretion, consider whether a hearing is  necessary in order to resolve the dispute.  22.2.5. It shall be entirely within the power and competence of the Independent  Expert to decide upon any matters related to the proper preparation of the  dispute for hearing and in that regard the Independent Expert shall direct  the Parties accordingly.  22.2.6. The Independent Expert shall set the date for the hearing, choose the  venue (which must be a venue in London, United Kingdom) for the hearing  and determine all matters regarding any aspect of the hearing. Moreover,  the Independent Expert can decide whether at the hearing the Parties are  to give oral evidence or confine themselves to presenting their cases in  writing or by some other appropriate procedure. In this regard, the  Independent Expert must be guided by considerations of fairness, the  cost-effective resolution of the dispute, and the need to resolve the dispute  quickly.  22.2.7. The Independent Expert shall provide both Parties with his/her written  decision on the dispute, within fifteen (15) days of the hearing  (or such  other period as the Parties may agree in writing after the hearing). The  Independent Expert shall give his/her reasons for the award.   22.2.8. Any process or determination by the Independent Expert will be made as  an expert and not as an arbitrator. The determination of the Independent  Expert shall be final and binding on the Parties save and except for the  existence of a manifest error in the process of determination or the  determination itself or in the event of fraud or misconduct by the  Independent Expert.  22.2.9. Each Party must bear its own costs of and incidental to, any determination  under this Article 22.2.  22.2.10. The costs of the Independent Expert will be borne and paid by the Parties  in equal shares unless the Independent Expert determines otherwise.  22.2.11. The proceedings shall be confidential and all information, data or  documentation disclosed or delivered by either Party to the Independent  Expert in consequence of or in connection with his/her appointment as  Independent Expert shall be treated as confidential.  22.3. Arbitration  22.3.1. If a dispute is referred to arbitration in accordance with the provisions of  Article 22 (Dispute Resolution) then unless otherwise agreed in writing by  both Parties:  22.3.1.1. the dispute shall be finally settled under the rules of arbitration  of the London Court of International Arbitration (the ′′LCIA  Rules′′);  22.3.1.2. the dispute shall be settled by three (3) arbitrators appointed  in accordance with the LCIA Rules; and  22.3.1.3. the arbitration shall be conducted in London, United Kingdom,  in English.
 30  22.3.2. The arbitrator shall have full power to open up, review and revise any  certificate, determination, instruction, opinion or valuation of each of the  Parties, and any decision of the Senior Panel, relevant to the dispute.   22.3.3. Arbitration may be commenced prior to, during or after completion of the  Works.   22.3.4. The agreement to commence dispute resolution proceedings pursuant to  this Agreement shall not bar either Party from seeking urgent relief in an  appropriate forum.  23. TRADE AND EXPORT COMPLIANCE  23.1. The Agreement and the fulfilment of any contractual obligations are subject to all  currently applicable import, export control, trade compliance and sanctions laws,  regulations, orders and requirements.  23.2. In case any import, export control, trade compliance sanctions laws, laws, regulations,  orders or requirements, including any change in any applicable laws, regulations,  orders or requirements or change in interpretation by any competent authorities/custom  as well as the situation where the goods are blocked by the competent customs  authority due to a “catchall” approach as well as the situation where the Supplier should  fail to receive any necessary or advisable licenses, authorisations or approvals or such  licenses, authorisations or approvals are denied or revoked (hereinafter ′′Sanctions′′):  23.2.1. prohibits or prevents the Supplier from fulfilling the Agreement; or  23.2.2. expose the Supplier (or its direct or indirect shareholders or any of its  affiliates) to a risk of liability under such Sanctions; or   23.2.3. in case any specific contractual performance by the Supplier is prevented  by Sanctions,  the Supplier is entitled to terminate the Agreement, unilaterally out of court, by sending  the Buyer a written notice and the Supplier shall be relieved, with no liability, from all  Agreement obligations, with the right to receive all the remaining payments due until  termination date as well as to keep the payments which have already been carried out.  24. ETHICS  24.1. The Buyer declares to have read and understood the "Code of Ethics", the "General  Principles of the Organization, Management and Control Model", the " Anti-bribery  Policy" and the "ISO 37001" document, which can be downloaded from the following  area of the website: https://www.nidec-industrial.com/it/compliance/.  24.2. The Buyer undertakes to refrain from any behaviour that may be in contrast with the  principles outlined herein and to comply with current legislation on the administrative  liability of legal persons.  24.3. Alleged violations, perpetrated by internal staff, collaborators and business partners,  referring to the previous aspects, can be reported through the dedicated channel:  nidec_hotline_europe@nidec.com.
 31      The Buyer The Supplier  Ergo Mining Proprietary  Limited NIDEC ASI SA                 By: By:   Duly authorised for the purpose hereof Duly authorised for the purpose hereof
 / /   1  Annex 1: Technical Specifications  [REDACTED]
 1 2 3 4 5 6 7 8 9 10 11 12 13  M1 M2 M3 M4 M5 M6 M7 M8 M9 M10 Mil M12 M13  Contractual date  NTP  Engineering  Basic engineering I I  Detailed engineering 4 Purchasing and manufacturing  Battery batch 1 I port 4 FOB Shangai  Battery batch 2 1(0B Shangai port 4  Battery batch 3 I port 4 FOB Shangai  PCS I Last PCS delivered in factory 4  I Cooling system Last PCS delivered in factory I  I 20ft container Last container unit delivered in factory I  Factory Test  BESS Container 1 to 8 ,I D.  BESS Container 9 to 16 i4 Di  BESS Container 17 to 24 ,i. ....  BESS Container 25 to 32 iip iD  BESS Container 33 to 42 4mi.imDi  Transport FOB Marseille port  BESS Container 1 to 8 4...■•• FOB Marseille port  BESS Container 9 to 16 4 .1F0B Marseille port  BESS Container 17 to 24 *Now. FOB Marseille port  BESS Container 25 to 32 port FOB Marseille  BESS Container 33 to 42 FOB Marseille port
 / /   1  Annex 3: Scope of Work (Matrix of Responsibility)  [REDACTED]
 Annex 4    Nidec   List of Main Suppliers                BATTERY    Envision    PCS    NIDEC ASI    PMS & SCADA BESS    NIDEC ASI                                                                                            1 of 1  Nidec  -All for dreams
 / /   1  Annex 5: Buyer’s documentation  [REDACTED]
 Annex 6        List of test for commissioning      The BESS will be commissioned in 5 distinct steps according to the Annex 2.  The Table Below should be applicable for each Step 1 to 5:    No. Criteria Complete Comments  1 preliminary checks before switching on auxiliary  and power supplies     2 Switch on 400V auxiliary power    3 commissioning of auxiliary equipment  - auxiliary voltage distribution  - remote 10 checking  - Safe 10 checking  - Main AC and DC breakers test     4 commissioning of HVAC    5 switching on 22kV power supply    6 commissioning of PCS    7 Functional test  - Start/ stop sequence  - Emergency stop  - charge and discharge power  - measurement control  - SCADA control     8 Performance tests  - charge and discharge test at nominal  power  - usable capacity test  - round trip efficiency test  - daily cycle test with PV, grid and load         Signature of Supplier representative:  Name of Supplier representative :      Signature of Buyer representative:    Name of Buyer representative
 Performance tests with all BESS containers in operation    No. Criteria Complete Comments  1 charge and discharge test at nominal power    2 daily cycle test with PV, grid and load    3 black start test (feasibility to be agreed between  the Parties during detailed design)     4 Islanding mode test    5 Switching from grid to islanding mode    6 Switching islanding mod to grid            Signature of Supplier representative:  Name of Supplier representative :          Signature of Buyer representative:  Name of Buyer representative
 Annex 7 - Form of Commissioning Notice Page 1/2    Annex 7 - Form of Commissioning Certificate
 ■ Project characteristics :    PROJECT NAME   NAME OF BUYER   NAME OF SUPPLIER   CONTRACT No.   WORKS (OR SECTION OF WORKS)   NOTICE DATE _/_/            ■ Criteria for approval of Commissioning Completion :      Criteria Check Comments  Power Conversion System commissioning    Batteries commissioning    Power Management System commissioning    BESS Scada commissioning    Punch list had been submitted by Buyer and accepted by the  Supplier           ■ Owner validation :    Buyer Representaive declares that the criteria described above have been completed and that the  Commissioning is validated.      Executed _/ _/201_ (dd/mm/yyyy) in two original copies, one of which shall be retained by Buyer  Representative and the other submitted to supplier.    Counter-signature of Buyer Representative  Name of Buyer Representative :  Seal  Signature of Supplier  Name of Supplier:  Seal    Attached :Comissionning Punch list        Annex 7 - Form of Commissioning Notice  Page 2 / 2
 
 
 Annex 9        Parent Company Guarantee    This deed is dated 31 May 2023 and is entered into between:     I. Nidec ASI SA, a company incorporated under the laws of France with its business address at 5, Rue  Marc Seguin – ZI du Buisson, herein represented by Franck Girard in his capacity as Chairman, as  beneficiary (the “Beneficiary”); and     II. DRDGOLD Limited, a company incorporated under the laws of South Africa and having its registered  office in Constantia Office Park, Cnr 14th Avenue and Hendrik Potgieter Road, Cycad House Building 17,  Ground Floor, Weltevreden Park, 1709, herein represented by Mr. AJ Davel in his capacity as Chief  Financial Officer and Mr. DJ Pretorius in his capacity as Chief Executive Officer, as guarantor  (the “Parent Company”).    1. BACKGROUND    (a) The Parent Company is the majority shareholder of Ergo Mining Proprietary Limited with  registered office in Constantia Office Park, Cnr 14th Avenue and Hendrik Potgieter Road, Cycad  House Building 17, Ground Floor, Weltevreden Park,1709, (hereinafter the “Company”).    (b) The Company entered into a contract for the Engineering, Procurement, Supply and  Commissioning of BESS Equipment related to a Storage Power Plant located in DRD Mine,  South Africa, dated 11 May 2023, with the Beneficiary (hereinafter the “Contract”);    (c) Parent Company is ready to guarantee the payments due to you by the Company according to the  Contract;    2. GUARANTEE AND INDEMNITY    (a) The Parent Company hereby guarantees the due and punctual performance by the Company of all  the Company's duties and obligations under the Contract in favour of the Beneficiary, subject to  the following terms and conditions.    (b) In case of Company liability for non-fulfilment of Contract payments obligations, upon first  written request of Beneficiary specifying the failure and including a copy of Beneficiary’s prior  notification to the Company, the undersigned Parent Company is hereby obliged, directly towards  Beneficiary, to pay the requested amounts within 7 business days from its request.      (c) The maximum aggregate liability of the Parent Company, according to this deed, is the amount  of equivalent to the Contract Price of Euro 62 542 540. Notwithstanding anything in this deed to  the contrary, the Parent Company shall be entitled to raise the equivalent rights in defence of  liability as the Company would have against the Beneficiary.       (d) This deed shall be valid from the date of its signing and expire on full payment of the Contract  Price by Ergo Mining Proprietary Limited in accordance with the Contract.
 3. CONTINUED VALIDITY OF GUARANTEE AND INDEMNITY    (a) The Contract may be modified, amended or supplemented in any way without the Parent  Company's consent. Subject to the limitation in Clause 2(c) above, the Parent Company's liability  under this deed (which includes the Company's duties, obligations and liabilities under the  Contract as modified, amended or supplemented) shall not be released, reduced or adversely  affected by any such modification, amendment or supplement.    (b) The Parent Company's liability under this deed shall not be released, reduced or adversely  affected by:    (i) any invalidity, avoidance or termination of the Contract;    (ii) any waiver, concession, allowance, compromise or forbearance whether as to payment,  time, performance or otherwise given to, or made with, the Company and the terms of  this deed shall apply to the terms of any such compromise as they apply to the Contract;  or    (iii) any other act, event, omission or circumstance that, but for this provision, might operate  to exonerate the Parent Company.    4. COST AND EXPENSES    All costs and burdens in connection with this deed shall be sustained by the undersigned Parent Company.     5. NOTICES    Any notice to be given under this deed shall be in writing and should be sent by registered mail with return  receipt, following pdf transmission by email, at the following addresses or any other address subsequently  indicated in writing by each of the parties to the others:    to the Parent Company:  DRDGOLD Limited  Constantia Office Park  Cnr 14th Avenue and Hendrik Potgieter Road  Cycad House Building 17, Ground Floor, Weltevreden Park, 1709   For the attention of: [REDACTED]  Tel.: [REDACTED]  E-mail: [REDACTED]    to the Beneficiary:            NIDEC ASI SA            ZI du Buisson - 5 Rue Marc Seguin,             42230 Roche-la-Molière - France            For the attention of: [REDACTED]  Tel.: [REDACTED]  E-mail: [REDACTED]    6. GOVERNING LAW AND JURISDICTION    (a) This deed (including non-contractual disputes or claims arising out of or in connection with this  deed) shall be governed by and construed in accordance with the laws of England and Wales.     (b) For any dispute arising out of or in connection with this deed, its implementation, interpretation,  termination or enforcement, clause 22.3 of the Contract shall apply.
 This document has been executed as a deed and is delivered and takes effect on the date stated at the beginning of  it.            Executed as deed by DRDGOLD Limited acting by Mr. AJ Davel  in his capacity as Chief Financial Officer and Mr. DJ Pretorius in  his capacity as Chief Executive Officer           .......................................................  AJ Davel  Chief Financial Officer        .......................................................  DJ Pretorius  Chief Executive Officer      Executed as deed by NIDEC ASI SA acting by Franck Girard in  his capacity as Chairman        .......................................................  Franck Girard  Chairman
 Annex 10            Group Enabling Works Checklist  The BESS will be installed in 5 distinct steps according to the Annex 2.  The Table Below should be applicable for each Step:    No. Criteria Complete Comments  1 All BESS Equipment and Components are present on site.    2 All BESS Civil Works executed    3 All BESS Component including Switchgear, transformers,  BESS containers, heat exchangers are correctly installed and  connected.     4 Control cubicle correctly installed and connected including  • PMS  • SCADA Rack  • UPS  • All RJ45 Cables connections  • AIIOptical Fiber connections  • Thin Client with monitor connected to the SCADA  cubicle and powered by a 220V supply     5 All pipes for cooling system are connected and filled    6 All MV/LV and communication cables between BESS  Component are correctly connected and tested.     7 All MV/LV and communication cables between BESS  Component and other relevant equipment (not under Nidec  Scope or control) are correctly connected and Tested     8 All BESS auxiliaries ready for energization    9 The fire and extinguishing system is in place and ready for  testing     10  -  All Batteries modules are correctly mounted and connected  in the BESS containers under Nidec Supervision.     11 All IT devices and PLC for PV and Grid are operation and  ready     12 Remote internet connection available and operational.        Signature of Supplier representative:    Name of Supplier representative :    Signature of Buyer representative:    Name of Buyer representative
 Chairman of the Supervisory Board:Torsten Leue  Board of Management: Dr.Edgar Puls (Chairman), Ralph Beutter,  Dr. Mukadder Erdönmez, Dr.Christian Hermelingmeier,  David Hullin, Dr. Thomas Kuhnt, Claire McDonald    Annex 13: Supplier Insurance Policy Certificate        HDI Global SE  Tour Trinity  1 bis Place de la Defense - CS 20298  92035 Paris La Defense Cedex  478 913 882 RCS Nanterre  HDI      INSURANCE CERTIFICATE      We hereby undersigned HDI Global SE, Tour Trinity - 1 bis Place de la Defense - 92035 Paris La Defense  Cedex, certify that the company:  NIDEC ASI  RUE DE LA POUDRIERE  42230 ROCHE-LA-MOLIERE      is insured under the Liability Policy number 76538510-30013 for the consequences which might result from the  damages caused to third parties arising from its covered activities.  The coverage applies up to the following amounts:    COVERAGE LIMITS  PUBLIC LIABILITY (per claim, except otherwise stipulated)   Combined single limit for bodily injury, property damage,  consequential and non-consequential loss    20,000,000 EUR  Including the following sublimits :   - Gross negligence/occupational diseases (in the aggregate)  French coverage only 3,000,000 EUR  - Sudden and accidental pollution (in the aggregate) 1,000,000 EUR  - Property damage and consequential loss 8,000,000 EUR  - Goods in care, custody and control 1,000,000 EUR  Increased to 4,200,000 EUR  only for Renault and NW  contracts  - Financial loss 1,000,000 EUR     PRODUCT LIABILITY (per claim and in the aggregate)  Combined single limit for bodily injury, property damage,  consequential and non-consequential loss  8,000,000 EUR  Including the following sublimits :   - Financial loss including Third Party Recall and Third Party  Removal and Replacement Costs  1,500,000 EUR  - Recall costs incurred by the insured 500,000 EUR  - Removal and Replacement Costs incurred by the Insured 500,000 EUR  - Professional Liability 1,000,000 EUR  - Bodily Injury, Property Damage and consequential loss  occurring in the Unites States or in Canada includin·g :  - Consequential Loss on "Loss of Use" base  2,000,000 EUR  200,000 EUR    These limits include defence costs and expenses.    It is specified that amounts mentioned above represent the maximum commitment of the insurer regardless  of the number of insured's, claims-made, "suits" brought or persons or organizations making claims or bringing  "suits".    The present certificate is issued as a matter of information only and confers no rights upon the certificate  holder. It does not amend, extend or alter the coverage afforded by the above original policy.      HDI Global SE  HDI-Platz1,30659 Hannover, Germany  www.hdi.global  Handelsregister: Registered office Hannover  HR Hannover B 60320  VAT registration ID DE 219828782
 HDI  This insurance certificate is not valid for risks located in any foreign countries where local legislation requires  that such insurance should only be purchased from approved insurers operating in the country in which the risk  is located.  This certificate is valid for the period of insurance from 10 May 2023 to 31 March 2024 both dates inclusive  and shall not bind the Insurance Company beyond the terms, limits and sublimits of the above mentioned policy.      Paris, 10 May 2023- FD/CH                                                                                    HDI Global SE  HDI-Platz1, 30659 Hannover, Germany  www.hdi.global  Handelsregister: Registered office Hannover  HR Hannover B 60320  VAT registrationID DE 219828782  Chairman of the Supervisory Board: Torsten Leue   Board of Management: Dr. Edgar Puls (Chairman), Ralph Beutter  Dr. Mukadder Erdönmez, Dr.Christian Hermelingmeier,  David Hullin,  Dr. Thomas Kuhnt, Claire McDonald
 Annex 14                          Buyer Insurance Policy Certificate    Insurance   Worker's Compensation and Employer's Liability. Worker's Compensation insurance that shall conform to the  Applicable laws.. The Worker's Compensation policy will  be primary  insurance and noncontributing with  respect t o Buyer and subcontractor employees directly  engaged in performance of work on the Site.  All Risk Buyer will be liable for its own construction insurance  coverage. Purchaser will provide a copy of its valid  insurance certificate  Cargo in Transit Insurance Cargo insurance in an All-Risk basis for the transport of the  project goods insurance attaching from the moment of  transfer of risk in accordance with the FOB Incoterms 2020,  of Delivery being in force during until the arrival to the  project site.  Third Party Liability Commercial General Liability insurance (excluding  Automobile Liability) providing bodily injury, personal  injury, and property damage liability coverage, subject  to a combined single limit of XXXXXXXXXXX_per  occurrence. The coverage will include Blanket  Contractual, Products and Completed Operations  including Broad Form Property Damage and will have  no XCU exclusions.  Completion Liability On and after the completion or waiver of the  Performance Tests, Buyer will carry insurance with such  coverages and in such amounts as are customarily  carried by responsible Purchasers and operators of an  electric power generation plant.                                    Page 1 of 1
 Annex 15: Form of Advance Payment Bond    DOWN PAYMENT GUARANTEE      Guarantee n°        We undersigned, SOCIETE GENERALE, a corporation with a capital of Euros, registered  under number 552 120 222 RCS Paris, with registered office located at 29, boulevard  Haussmann 75009 Paris, duly represented by_, acting in its capacity as_ ("Guarantor"),    have been informed of the contract n° concluded on between our customer with registered  office located at (« the Instructing Party ») and with registered office located at  (« the  Beneficiary») relative to for a total value of ( ).    According to the stipulations of this contract, the Beneficiary has to pay to the  Instructing Party a down payment of % on the total contract value, against submission of a  down payment guarantee of same amount.    In consideration of the above, we hereby irrevocably and unconditionally undertake, as  Guarantor, to pay to the Beneficiary, all sums which the Beneficiary may be entitled to claim  upon presentation of a complying demand, in the form for presentation indicated below, for a  maximum amount of ( ), including all interests, fees and any other charges.    We undertake to make such payment, within five business days upon the Beneficiary's  first complying demand, without being entitled to raise any objection for any reason  whatsoever.    The Beneficiary's demand shall include:  • A statement in which it indicates that the amount of_ corresponding to the amount  of the down payment as stated in the contract, was paid to the Instructing Party on  [date] _ on his account n°_ open with_;    • And a statement in which it indicates the obligations not fulfilled by the Instructing  Party under the above mentioned contract and as a consequence the payment of the  claimed amount is due and payable as a result of this guarantee.    This demand must be addressed to SOCIETE GENERALE  (GTPSIGPS/OPEITRAIGAR Immeuble Cristallia - 189, rue d'Aubervilliers - 75886 Paris  Cedex 18 France) either by a registered mail or any other express service mail:    • Either by the Beneficiary, with in parallel the issuance by a first rate bank of a SWIFT  message confirming the validity of the signatures (addressed to the attention of  International Guarantees Dept. SWIFT: SOGEFRPP);    • Or by a first rate bank acting on behalf of the Beneficiary. This bank must also  confirm the validity of the signatures.
 Any other Beneficiary's request must be made according to the same sending formalities.    The maximum amount payable under this guarantee shall be reduced by the amount of any  payment made according to a complying demand in respect thereof; if the maximum amount  payable under this guarantee is reached by total payment or by partials successive payments,  the guarantee shall automatically terminate.    In any case, this guarantee is valid until ; any demand received after such date, shall be null  and void.·    The guarantee shall automatically terminate if:    • the Instructing Party, the Beneficiary or any other person, entity, organization  involved in the guarantee or in the contract and/or,    • the goods or services specified in the contract,    is submitted to an international sanction adopted by the European Union, the United Nations  and/or the OFAC.    In all the above mentioned termination cases, the guarantee will be terminated whether the  original of this guarantee is returned to us or not.    If the expiry date of this guarantee falls on a day that is not a business day in Paris, the expiry  date is extended to the first following business day.    This guarantee is governed by ICC Uniform Rules for Demand Guarantees in force,  Publication 758 and by French law.    Any dispute arising out of or in connection with the validity, interpretation or performance of  this guarantee shall be submitted to the Paris Commercial Court with exclusive jurisdiction.            Executed in Paris, on
 Annex 16: Form of Warranty Bond    WARRANTY BOND      Guarantee n°        We undersigned, SOCIETE GENERALE, a corporation with a capital of EUR, registered  under number 552 120 222 RCS Paris, with registered office located at 29, boulevard  Haussmann 75009 Paris, duly represented by_, acting in its capacity as_ ("Guarantor"),    have been informed of the contract n° concluded on between our customer with registered  office located at (« the Instructing Party») and with registered office located at  (« the  Beneficiary ») relative to for a total value of ( ).    According to the stipulations of this contract, the Beneficiary has to pay to the  Instructing Party % on the total contract value against submission of a banking guarantee of  same amount.    In consideration of the above, we hereby irrevocably and unconditionally undertake, as  Guarantor, to pay to the Beneficiary, all sums which the Beneficiary may be entitled to claim  upon presentation of a complying demand, in the form for presentation indicated below, for a  maximum amount of (),including all interests, fees and any other charges.    We undertake to make such payment, within five business days upon the Beneficiary's  first complying demand, without being entitled to raise any objection for any reason  whatsoever.    The Beneficiary's demand shall include:    • A statement in which it indicates that the amount of_ corresponding to the amount  of the retention money as stated in the contract, was paid to the Instructing Party on  [date]_ on his account n°_ opened with_;    • And a statement in which it indicates the obligations not fulfilled by the Instructing  Party under the above mentioned contract and as a consequence the payment of the  claimed amount is due and payable as a result of this guarantee.    This demand must be addressed to SOCIETE GENERALE  (GTPSIGPSIOPEITRAIGAR Immeuble Cristallia - 189, rue d'Aubervilliers - 75886 Paris  Cedex 18 France) either by a registered mail or any other express service mail:    • Either by the Beneficiary, with in parallel the issuance by a first rate bank of a SWIFT  message confirming the validity of the signatures (addressed to the attention of  International Guarantees Dept. SWIFT: SOGEFRPP);    • Or by a first rate bank acting on behalf of the Beneficiary. This bank must also  confirm the validity of the signatures.
 7          Any other Beneficiary's request must be made according to the same sending formalities.    The maximum amount payable under this guarantee shall be reduced by the amount of any  payment made according to a complying demand in respect thereof; if the maximum amount  payable under this guarantee is reached by total payment or by partials successive payments,  the guarantee shall automatically terminate.    In any case, this guarantee is valid until; any demand received after such date, shall be null  and void.    The guarantee shall automatically terminate if:    • the Instructing Party, the Beneficiary or any other person, entity, organization  involved in the guarantee or in the contract and/or,    • the goods or services specified in the contract,    is submitted to an international sanction adopted by the European Union, the United Nations  and/or the OFAC.    In all the above mentioned termination cases, the guarantee will be terminated whether the  original of this guarantee is returned to us or not.    If the expiry date of this guarantee falls on a day that is not a business day in Paris, the expiry  date is extended to the first following business day.    This guarantee is governed by ICC Uniform Rules for Demand Guarantees in force,  Publication 758 and by French law.    Any dispute arising out of or in connection with the validity, interpretation or performance of  this guarantee shall be submitted to the Paris Commercial Court with exclusive jurisdiction.            Executed in Paris, on