REITERATIVE ACT OF THE

POWER PURCHASE AGREEMENT FOR A

PHOTOVOLTAIC POWER PLANT OF

100MWp WITH 10 MWh STORAGE SYSTEM at 90 kV (Gaoui)

CONNECTED TO THE ELECTRICAL GRID IN

N'DJAMENA

(SITE GAOUI)

between

THE NATIONAL ELECTRICITY COMPANY OF CHAD

and

MERL SOLAR TCHADSARL

SNE : Contrat d’achat d’énergie électrique, Centrale photovoltaïque (PPA) Page 1 sur 67
 Content

Page

1. DÉFINITIONS.................................................................................................................................................... 4
2. OBJET DU PRÉSENT CONTRAT .................................................................. Error! Bookmark not defined.
3. DOCUMENTS CONTRACTUELS ................................................................. Error! Bookmark not defined.
4. DURÉE ............................................................................................................................................................. 11
5. CARACTÉRISTIQUES DE LA CENTRALE ................................................. Error! Bookmark not defined.
6. CONSTRUCTION ........................................................................................... Error! Bookmark not defined.
7. TESTS ET PROCÉDURES ET MISE EN SERVICE ...................................... Error! Bookmark not defined.
8. ENTRETIEN-MAINTENANCE DE LA CENTRALE ................................... Error! Bookmark not defined.
9. RACCORDEMENT AU RÉSEAU ET POINT DE LIVRAISON ................... Error! Bookmark not defined.
10. MESURE ET CONTROLE DE L’ÉNERGIE ET DE LA PUISSANCE ......... Error! Bookmark not defined.
11. MESURE DE CONTROLE DE L’ÉNERGIE ÉLECTRIQUE DISPONIBLE . Error! Bookmark not defined.
12. EXPLOITATION ET MAINTENANCE DU RÉSEAU .................................. Error! Bookmark not defined.
13. LIVRAISON ET ACHAT DE L’ÉNERGIE ÉLECTRIQUE ............................................................................ 23
14. VENTE ET ACHAT D’ÉNERGIE EFFECTIVEMENT LIVREE ET D’ÉNERGIE ÉLECTRIQUE
DISPONIBLE .................................................................................................. Error! Bookmark not defined.
15. FACTURATION ET PAIEMENT ................................................................................................................... 25
16. RÉCLAMATIONS CONCERNANT LA FACTURE MENSUELLE DU VENDEUR .................................. 26
17. GARANTIE DE PAIEMENT SOUS FORME DE LETTRE DE CREDIT ..... Error! Bookmark not defined.
18. FISCALITÉ ...................................................................................................... Error! Bookmark not defined.
19. DÉCLARATIONS ET GARANTIES............................................................................................................... 27
20. CAS DE DÉFAUT ............................................................................................................................................ 28
21. INDEMNITE DE RESILIATION .................................................................................................................... 30
22. RESPONSABILITÉ ET INDEMNISATION ................................................................................................... 30
23. FORCE MAJEURE .......................................................................................................................................... 30
24. ASSURANCES ................................................................................................ Error! Bookmark not defined.
25. CESSION DU CONTRAT ............................................................................... Error! Bookmark not defined.
26. DROIT D’INTERVENTION ET DE SUBSTITUTION DES BAILLEURS DE FONDS ... Error! Bookmark
not defined.
27. DROIT APPLICABLE ET RÉSOLUTION DES LITIGES ............................. Error! Bookmark not defined.
28. DISPOSITIONS DIVERSES ........................................................................... Error! Bookmark not defined.

ANNEXE 1 CARACTÉRISTIQUES TECHNIQUES DE LA CENTRALE ........................................................... 39

ANNEXE 2 PRIX .................................................................................................................................................... 43
ANNEXE 3 TESTS ET PROCEDURE DE MISE EN SERVICE ........................................................................... 44
ANNEXE 4 PROGRAMME DE MAINTENANCE ............................................................................................... 47
ANNEXE 5 PROCEDURES DE PROGRAMMATION ET DE DISPATCHING ................................................. 48
ANNEXE 6 PLAN DU SITE DE LA CENTRALE ................................................................................................. 50
ANNEXE 7 PROGRAMME DE CONSTRUCTION .............................................................................................. 51
ANNEXE 8 PROCÉDURE APPLICABLE A L’EXPERT INDÉPENDANT.......................................................... 52
ANNEXE 9 ÉNERGIE ÉLECTRIQUE (EP, EED, EEL, ENE) ............................................................................... 54
ANNEXE 10MODELE DE LETTRE DE CREDIT ................................................................................................. 62

ANNEXE I : MODÈLE DE DEMANDE DE PAIEMENT ...................................................................................... 66

ANNEXE II : MODÈLE DE NOTIFICATION DE LIBÉRATION DU GARANT ................................................. 67

SNE : Contrat d’achat d’énergie électrique, Centrale photovoltaïque (PPA) Page 2 sur 67
 THE PRESENT AGREEMENT FOR THE PURCHASE OF ELECTRICAL ENERGY
CONCERNING THE N' DJAMENA PHOTOVOLTAIC POWER PLANT IS CONCLUDED
BETWEEN:

THE NATIONAL ELECTRICITY COMPANY OF CHAD, a public limited company governed by Chadian
law, whose registered office is at 11 rue du Colonel Largeau, N'Djamena, Republic of Chad, represented by its
Managing Director, Mr MAHAMAT ADOUM ISMAEL,

Hereinafter referred to as the "Buyer" or "SNE", on the one hand,

AND

MERL SOLAR TCHAD SARL, a private company incorporated under Chadian law with a capital of
1,000,000 CFA francs, whose registered office is located at Quartier Beguinage Rue Marseille BP 5986,
N'Djaména, Chad, registered with the Trade and Personal Property Credit Register under number RCCM
TD/NDJ/0I/2020-B13/00179, represented by Mr. Yaya Hassan Haroun acting as Managing Director.

Hereinafter referred to as the "Seller", on the other hand.

In this Agreement, Buyer and Seller are referred to individually as a "Party" and collectively as the "Parties".

BEING PREVIOUSLY REMINDED THAT :

(A) In accordance with the national policy for the promotion and development of the energy sector, the
Republic of Chad (the "State" or the "Republic") wishes to increase the supply of electricity by
resorting in particular to new and renewable energies in order to support the country's growing demand
for electricity and to diversify the national energy mix in order to minimise the use of fossil fuels and
better control the cost of electricity.

(B) In order to operate as a producer of electrical energy on the territory of the Republic of Chad, the Seller and the
Chadian State concluded a memorandum of understanding dated 13/06/2020 for a framework contract between
the parties relating to the design, financing, construction and commissioning, and the operation of a power plant
by the Seller in addition to the supply and sale of all the produced quantities of electrical energy to the National
Electricity Company (SNE). This Framework Agreement has been reiterated and updated by a deed at the date
hereof (the "Framework Agreement").

(C) The tax and customs regime relating to the Project has been specified by a Tax and Customs Agreement
concluded between the parties hereto as of the date hereof.

(D) The Parties have agreed to reiterate and adapt the Power Purchase Agreement signed on ................ by
this agreement (hereinafter the "Agreement"), which aims to specify the terms and conditions under
which the Seller will generate and deliver all the electrical energy produced by the Power Plant to the
Buyer, who will pay for the Actual Delivered Energy produced by the Power Plant as well as, where
applicable, the Available Electrical Energy.

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THIS BEING ESTABLISHED, THE PARTIES AGREE AS FOLLOWS:

1. DEFINITIONS

1.1 For the purposes of the interpretation and execution of this Agreement, the terms and expressions
defined in this Article shall, where they begin with a capital letter, have the meaning given to them in
this Article.

Financing Agreements means all loans, securities, guarantees and other similar contracts to be
entered into by the Seller with the Lenders for the purpose of financing
the Power Plant under the Project.

Actual Delivered Energy or means the active and reactive energy actually delivered by the Seller to
ADE the Buyer at the feed-in point and measured by the Measuring
Instruments.

Agreement as defined in the preamble hereof.

Annual Regularisation or means the amount of the annual invoice to be paid by the Buyer as final
AR settlement of the Seller's remuneration for a financial year.

Available Electric Energy has the meaning ascribed to it in Article "Annex 9 - Available Electic
Energy".

Authorised Import from the as defined in Article 13.4.

Grid

Authorised Unavailability of means the planned period during which the produced energy cannot be
the Grid fed into the grid, in accordance with the prevention methods and annual
maximum durations defined in the Connection, Transfer and Operation
Agreement or in accordance with Annex 9 "Annex 9 - Available
Electrical Energy".

Auxiliary Consumption as defined in Article 6.3.3.

Balanced Grid has the meaning given to it in Article 11.4.

Balance Responsible designates the Buyer, acting in good faith..

Best Practices in the Solar refers to internationally followed and recognised practices, methods,
Energy Sector standards, norms and actions which based on circumstances known at
the time of their implementation may reasonably be expected to result
in compliance with Applicable Laws in force relating to construction,
safety, and environmental aspects, provided that such practices are (i)
generally applied by owners and operators of photovoltaic power plants
of similar size and operational characteristics to the Power Plant; and
(ii) where applicable, consistent with the operating and maintenance
and servicing instructions and recommendations of the equipment
suppliers and manufacturers.

Certificate of Acceptance as defined in Article 7.1.6.

Certificate of Connection as defined in Article 4.1.4.

Characteristics of the plant refers to the technical characteristics of the Power Plant as defined in
"Annex 1 - Technical Characteristics of the Power Plant".

Commissioning means the actual commissioning of the Power Plant in accordance with

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 the provisions of Articles 7.1 and 7.2.

Confidential Information means any written information provided by one Party to the other that
is clearly and conspicuously identified as "Confidential Information".

Connection Facilities means the equipment and infrastructure to be built between the Feed-In
Point and the Grid, including the Power Substation, the technical
characteristics of which are set out in greater detail in Annex 1 titled
"Annex 1 - Technical Characteristics of the Power Plant".

Connection Study means the study carried out directly by the Seller in accordance with
Article 6.3.2 in order to determine (i) the possibility as well as (ii) the
technical terms and conditions of connecting the Power Plant to the
Grid.

Connection works has the meaning given to it in Article 6.3.3.

Connection, Transfer and means the agreement to be concluded between the Seller and the Buyer,
Operation Agreement the provisions of which are intended in particular to govern:

a) the transfer of the Connection Facilities to the Purchaser, and the

terms and conditions of such transfer;
b) the arrangements for connecting the power plant to the Network; and
c) the terms and conditions of operation of the Power Plant.
Construction Start Date as defined in Article 4.2.1h.

Control the holding, directly or indirectly, of a percentage of shares or corporate

units or any other securities carrying voting rights giving rise to a
majority of the voting rights at the general meetings of an entity or the
effective power to manage such an entity, whether as a result of
legislative provisions, contractual stipulations or otherwise.

Control System means the control meter stipulated in Article 10.2.1.

Coordinating Committee means the Committee whose operation is described in more detail under
Article 11.8.

Date of Coming into Force as defined in Article 4.1.4.

Date of Commercial as defined in the Article.

Commissioning

Date of Signature means the date of signature of this Agreement by the Parties. The
Agreement with all of its annexes is considered to be complete.

Development Costs and means all development costs and expenses incurred by the Seller and its
Expenses Affiliates for the purposes of the Project up to the Commercial
Commissioning Date (including, but not limited to, all costs relating to
studies carried out in connection with the Project or the Seller's
incorporation and development costs).

Disruption of Economic change in economic or financial conditions relative to those existing on

Conditions the date of signature of this Agreement which was unforeseeable on the
date of signature of this Agreement and beyond the Seller's control and
which has the effect of disrupting the economy of the Project by making
it abnormally difficult or costly for the Seller to perform its obligations
under this Agreement.

Duration means the period during which this Agreement is in force and has full

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 effect in accordance with the Article.

Emergency Notification refers to and designates a telephone notification from the Seller to the
Buyer, immediately followed by written confirmation by fax and e-
mail, relating to an Emergency, in accordance with Article 11.6.

Emergency Stops means an interruption or reduction in the production capacity of the

Control Centre following an Emergency Notification, which does not
constitute a Scheduled Interruption.

EPC Sub-Contractor means the subcontractor (or one of the subcontractors) responsible for
the engineering, procurement and construction of all or part of the
Power Plant.

Estimated Commercial means, unless an extension is agreed in writing between the Parties, the
Commissioning Date date which shall be fourteen (14) months from the Date of Coming into
Force of this Agreement.

Estimated Energy or EE means the theoretical quantity of electrical energy that the Power Plant
would be able to deliver to the Feed-In Point in kilowatt-hours (kWh),
under normal technical and Solar Irradiation conditions.

Events of Default means, indifferently, one or more Events of Default of the Seller and/or
Events of Default of the Buyer.

Events of Default by the as defined in Article 20.3.

Buyer

Events of Default of the as defined in Article 20.2.

Seller

Events of Natural Force within the meaning of Article 39 of the Framework Contract.
Majeure

Events of Political Force within the meaning of Article 39 of the Framework Contract.
Majeure

Feed-In Point has the meaning given to it in Article.9

Feed-In Substation means the electrical installation and equipment, which are integral parts
of the Power Plant and which enable the delivery of electrical energy to
the Grid as identified in Annex 1 of the Contract titled "Annex 1 -
Technical Characteristics of the Power Plant".

Financial Settlement means the date on which the Financing Agreements required for the
purposes of the Project have been signed, are fully effective and may be
drawn down in accordance with their terms.

Financial Model means the financial model established by the Seller and the Lenders for
the purposes of financing the Project.

Force Majeure as defined in Article 23.

Framework Contract as defined in the preamble hereof.

Grid means the entire electrical grid to which the Seller is connected, which
is used for the transmission, transport and distribution of electrical
energy by the Buyer and which will include the Connection Facilities
after completion of the Connection Works in accordance with the

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 Connection, Transfer and Operation Agreement.

Handing Over Certificate as defined in Article 7.1.4.

Independent Engineer as defined in Annex 3 titled "Annex 3 - Tests and Commissioning

Procedures".

Independent Expert has the meaning given to it in Article "Annex 8 - Applicable

Procedure for the Independent Expert".

Installed Peak Power of the refers to the total cumulative rated power of the installed photovoltaic
Power Plan (i. P.) modules.

Insurance compensation means, in the event of the occurrence of damage, the compensation paid
in respect of such damage under the insurance policies taken out by the
Seller.

Internal Consumption as defined in Annex 9.

Laws in Force means the Constitution of the Republic of Chad, international treaties
ratified and applicable in accordance with the Constitution of the
Republic of Chad, codes, laws, regulations, ordinances, orders, decrees,
directives, permits and authorisations, instructions or other
requirements or restrictions issued or imposed by any Public Authority,
having the force of law or binding force on a Party, including
instruments applicable directly or indirectly to the Seller, its
shareholders or the Lenders or to the rights and obligations of any Party,
such as those rights and obligations arise under this Agreement, whether
such instruments or measures are currently in force or come into force
in the future.

Legislative developments any change, modification or repeal of any Applicable Law occurring
during the Term of this Agreement as a result of:

a) the implementation of international conventions, regulations or

directives of the Central African Economic and Monetary Union, or
decisions of any competent authority of the Central African
Economic and Monetary Union, provided that the latter is directly
applicable in the Republic of Chad and, strictly speaking, to the
extent that it would have a direct impact on the Project;
b) the introduction of new laws and/or orders including emergency
measures taken by way of government orders and/or decisions or
joint ministerial or inter-ministerial orders or other legislative
instruments; or
c) the adoption of general administrative rules or the issuance of any
regulation and/or decision or directive decided by a Public Authority
and/or new features or standards required by such Public Authority;
and changes in the interpretation and/or application of such
conventions, laws, decrees, ordinances and regulations described in
points (a), (b) and/or (c) of this definition by virtue of judicial
decisions of general and obligatory application within the Republic
of Chad.
Lenders means the lenders, banks, financial institutions and/or any other legal or
natural person (including, where applicable, a shareholder of the Seller)
providing loans, credit facilities, advances, security rights, guarantees,
grants, subsidies or political risk insurance as required by the Seller for
the purposes of the Project and parties to the Financing Agreements.

Litigation has the meaning given to it in Article 27.

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Maintenance Programme means the maintenance programme which establishes a detailed annual
schedule of the maintenance operations of the Power Plant as defined
and described in more detail in Annex 4 of the Agreement, titled "Annex
4 - Maintenance Programme".

Measurement Device has the meaning given to it in Article 7.2.1c.

Monthly Deposit or MD means the amount of the deposit invoiced monthly by the Seller and
paid by the Buyer.

Notice of Termination shall have the meaning given to it in Article 20.4.

Not Supplied Energy or NSE means the amount of billable energy not supplied due to the Buyer's
default caused by grid unavailability, as defined and calculated in
Appendix 9.

O&M Subcontractor means the subcontractor (or one of the subcontractors) responsible for
the operation and maintenance ("O&M") of the whole or part of the
Power Plant.

Operating Guidelines as defined in Article 11.2.2.

Operating Parameters has the meaning given to it in Article.11.3

Origin station has the meaning given to it in the "Connection, Transfer and Operation
Agreement".

Payment Guarantee means the guarantee issued in accordance with the provisions of Article
17 of this Agreement by the State of Chad.

Performance Guarantee as defined in Article 7.6.

Performance Index means the ratio of the electrical energy produced by the Power Plant
during a period compared to the solar irradiation at the site of the Power
Plant during the same period and in relation to the installed kWp.

Power Plant means the photovoltaic power plant to be built on the GAOUI Site of
the N'Djamena loop, as well as all movable and immovable property
relating thereto to be built and operated by the Seller.

Price has the meaning given to it in Annex 2 titled "Annex 2 - Prices" and
recalled in Article 14.5.

Project means the financing, design, construction, commissioning, ownership,

operation, maintenance and servicing of the Power Plant.

Public Authority means the Government of the Republic of Chad and any subdivision
thereof, any local governmental authority having jurisdiction over the
Seller, its Subcontractors, the Lenders or the Project or any part thereof,
any department, authority, intermediary, administration or judicial body
of the Government of the Republic of Chad or any other local
governmental authority and any court, tribunal, court of justice or
independent authority or other body of the Republic of Chad having
jurisdiction over the Seller, its Subcontractors, the Lenders, the Project
or any part thereof.

Purchase and Sale Option as defined in the Framework Contract.

Contract

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RAEES means the Regulatory Authority for the Electrical Energy Sector created
by Law No. 99-014 of 15 June 1999 relating to the production,
transmission and distribution of electrical energy.

Rate of Performance means the rate in % fixing the annual degradation of the global
Degradation of the Power efficiency of the Power Plant in relation to the peak power and the
Plant (R in %) foreseeable production, as defined in Annex 9 entitled "Annex 9 -
Available Electrical Energy".

SCADA means the Supervisory Control and Data Acquisition system

("Supervisory Control and Data Acquisition"), which is an integral part
of the Power Plant, used to manage the Power Plant in real time and
remotely and which is described in Annex 1, titled "Annex 1 -
Technical Characteristics of the Power Plant".

Scheduled Interrupt means a scheduled interruption of all or part of the generating capacity
of the Power Plant which (i) is carried out for the purposes of inspection,
testing, preventive and corrective maintenance, repair, replacement or
improvement of the Power Plant, and (ii) has been scheduled by the
Seller, notified and approved by the Buyer in accordance with Article
20.2.

Scheduling and Dispatching means the scheduling and dispatching procedures applicable during the
Procedures operation phase of the Power Plant as defined by the Buyer and
provided to the Seller, as further defined and described in Annex 5 titled
"Annex 5 - Scheduling and Dispatching Procedures".

Significantly Adverse means any act or action by the State of Chad or any Public Authority,
Government Action occurring after the signature of this Agreement and throughout the
Duration hereof, which is not covered by another specific stipulation
and which has a significantly adverse effect on the Project; including,
in particular, any acts or actions of the State of Chad, taken in the
context of a Legislative Evolution, having the effects or constituting an
expropriation, requisition, confiscation, nationalisation of the Project,
of the Seller, of all or part of the assets and/or rights of the Seller or of
the shares of the Seller held by the shareholders of the Seller, the Donors
or the agents of the Donors or a third party relating to the Project.

Site means the land on which the Power Plant is located, the topographical
survey of which appears in Annex 6, titled "Annex 6 - Site Plan of the
Power Plant".

Solar Radiation means the effective quantity of solar radiation on the Power Plant Site
measured by the pyrometers and the meteo-photovoltaic station
installed on the said Site and for a given period (in KWh / m² / p
(period)).

Subsidiary Company means for any company, any other company which directly or indirectly
Controls it or is Controlled by it or which is under Common Control
with such company and, in the case of a natural person, any member of
his direct or indirect family.

Substitute Entity means any person designated by the Lenders and approved by the Buyer
and the State of Chad, to replace the Seller in this Contract in
accordance with Clause 26.1 hereof.

Tests means the tests for the Commissioning of the Power Plant and their
respective Connection Facilities as described in Annex 3 titled "Annex
3 - Tests and Commissioning Procedure".

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 UAS the Uniform Act on the Organization of Securities adopted by the
Council of Ministers of the Member States of the Treaty for the
Organization for the Harmonization of Business Law in Africa, adopted
in Lomé (Togo) on 15 December 2010 and entered into force on 16 May
2011.

Unexpected interruption of refers to and means an interruption of the Grid which does not
the grid correspond to the definition of an Authorised Unavailability of the Grid,
in particular (i) blackout, (ii) grid overload due to capacity shortage, (iii)
degraded operating conditions, or (iv) operation outside the acceptable
parameters for the operation of the Power Plant.

Unexpected interruption of means an interruption of the Power Plant with the result that the Power
the power plant Plant is no longer available, provided that such interruption is not the
result of (i) a request by the Purchaser in accordance with this
Agreement (Authorised Unavailability of the Grid), (ii) a Scheduled
Interruption, or (iii) an Event of Force Majeure, and (iv) more generally,
a reason referred to in Clause 26.

Urgence means a circumstance or situation which, in the opinion of the

Purchaser, constitutes (i) a disturbance of the Grid, or (ii) operation of
the Grid not in accordance with the Operating Parameters and affecting
the safety and stability of the Grid.

Year/s means a year of the Gregorian calendar beginning on 1 January at 00:00

hours, official Chadian time, and ending on the following 31 December
at 24:00 hours, official Chadian time.

1.2 Rules of interpretation

Unless the context requires otherwise:

(a) any reference to one of the Parties shall be construed as referring to its successors and permitted
assignees of its rights and/or obligations;

(b) any reference to this Agreement or any other contract, document or instrument means this
Agreement or such other Agreement, document or instrument as amended or replaced by way
of novation or substitution, as the case may be;

(c) headings are included for the convenience of the reader and shall not affect the interpretation of
this Agreement;

(d) terms denoting the singular shall include the plural and vice versa;

(e) when used in this Agreement, words such as "hereof", "hereto", "hereunder", "herein",
"hereunder" and "y" and other words of a similar nature refer to this Agreement as a whole and
not to any particular Section or Schedule;

(g) all references to "including" shall mean "without limitation" unless expressly stated otherwise;
and any term defined in Article 1 by reference to another document, instrument or agreement
shall have the same meaning as that attributed to it in that other document, instrument or
agreement, whether or not that other document, instrument or agreement is still in force.

2. OBJECT OF THE PRESENT AGREEMENT

The purpose of this Agreement is to define the legal, technical and financial terms and conditions under
which the Seller produces and delivers to the Buyer and the Buyer purchases from the Seller all of the Actual

10
 Delivered Energy.

The Parties acknowledge that the Power Plant supplies electrical energy only intermittently and
irregularly.

3. CONTRACTUAL DOCUMENTS

In the event of inconsistency, disagreement or ambiguity, the following documents listed in descending
order of priority constitute the totality of the contractual commitments:

(a) The Framework Contract, including its annexes;

(b) the present Agreement;

(c) the Annexes to this Agreement; and

(d) the Connection, Transfer and Operation Agreement.

4. DURATION

4.1 Coming into Force and Duration of this Agreement

4.1.1 Unless this Agreement is terminated early in accordance with the terms hereof, this Agreement is entered
into for a term of twenty (20) years from the Commercial Commencement Date, in accordance with the
provisions of the Production Licence.

4.1.2 If the duration of the Framework Contract is extended in accordance with Article 7 of the Framework
Contract, the duration of the present Agreement shall also be extended by right, for the same period and under
conditions to be defined by an amendment to the present Agreement.

4.1.3 In the event that the Contract is extended beyond its initial term, the Buyer undertakes:

(a) to guarantee the Seller priority and exclusive access to the Connection Facilities; and

(b) to use its best efforts to assist the Seller in obtaining the necessary permits and authorisations in
relation to the extension.

4.1.4 With the exception of the provisions of this Article 4.1.4, Article 4.1.5, Article 6.3.2, Article 6.3.3, and
Articles 14.1, 22 and 28 which come into force as from the date hereof and without prejudice to the
provisions of Article 4.2, this Agreement shall come into force only if the following conditions precedent
have been satisfied:

(a) the coming into force of the Framework Contract;

(b) the completion of the Connection Study by the Seller and its validation by the Buyer in
accordance with the terms of Article 6.3.2, it being understood that, with regard to the financial
arrangements for the connection of the Power Plant to the Grid, the cost of the connection shall
not jeopardise the general economy of the Project;

(d) the issuance by the Buyer of the certificate attesting to the possibility of connection (the "Connection
Certificate") of the Power Plant to the Grid under conditions satisfactory to the Parties, and no later
than 1 month following the request by the Seller. (the " Coming into Force Date ").

4.1.5 For the purposes of Article 4.1.4, SNE undertakes to provide its best efforts and prompt and diligent
assistance for the satisfaction of the said conditions precedent; it being specified that the conditions
precedent of Articles 4.1.4(b), 4.1.4(c), and 4.1.4(d) are stipulated for the sole benefit of the Seller and
that he remains free to renounce them partially or entirely.

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 If, despite such efforts and assistance, such entry into force has not taken place no later than thirty-six
(36) months from the signing of this Agreement, this Agreement and all rights and obligations of the
Parties which may have arisen under this Agreement shall automatically lapse without the need or
necessity to take any steps to that effect, unless the Seller requests in writing to the Buyer at its discretion
to extend such period. Such request must be received within one (01) month prior to such deadline, and
the extension shall be made once only for a maximum period of twelve (12) months.

4.1.6 Unless it is the direct consequence of an exclusive failure by the Seller to comply with the terms of this
Article 4.1, the lapse of this Agreement shall entitle the Seller to require the Buyer to reimburse all duly
justified Expenses and Development Costs.

4.2 Construction Start Date

4.2.1 The obligations imposed on the Seller in respect of the construction, connection and commissioning of
the Power Plant shall only be effective if the following conditions precedent have been satisfied:

(a) the delivery of the Financial Model to the Buyer by the Seller (for information purposes);

(b) the conclusion of the EPC and O&M contracts by the Seller;

(c) the conclusion and coming into force of the Connection, Transfer and Operation Agreement;

(d) the issuance of all permits and authorisations by the competent Chadian authorities for the
construction, installation and operation of the Power Plant and Connection Facilities;

(e) the obtaining by the Seller of the real property rights relating to the Site and enabling the
realisation of the Project ( long-term lease or other);

(f) the provision of the Performance Guarantee by the Seller;

(g) the establishment of the Financial Closing under conditions compatible with the general
economy of the Project; and

(h) if applicable, the conclusion of any amendment to this Agreement

(The "Construction Start Date").

4.2.2 For the purposes of Article 4.2.1 it is specified that the conditions precedent of paragraphs (b), (c), (e),
(f), (g), and (h) are stipulated for the sole benefit of the Seller who remains free to renounce them
partially or entirely.

4.2.3 Until the Construction Start Date, the Buyer undertakes to :

(a) actively assist the Seller, within the limits of its competence, in the fulfilment of the conditions
precedent stipulated in Article 4.2.1, paragraphs (c), (d), (e), and (g), on the Construction Start
Date described above;

(b) agree to amend this Agreement by means of a supplementary agreement in order to take into
account the observations made by the Lenders for the purposes of financing the Project, to the
extent that such observations do not alter the economic balance of this Agreement.

4.2.4 If, despite such efforts and assistance, a Construction Start Date has not occurred at latest twelve (12)
months from the Date of Coming into Force, this Agreement and all rights and obligations of the Parties
which may have arisen under this Agreement shall automatically be null and void without the need or
necessity to take any steps to that effect; unless the Seller requests the Buyer in writing, at its discretion,
to extend such period. Such request must be received within one (01) month prior to such deadline, and
the extension shall be made once only for a maximum period of six (06) months.

4.2.5 Unless it is the direct consequence of an exclusive and manifest failure by the Seller to comply with the

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 terms of this Article 4.2, the nullity of this Agreement shall entitle the Seller to require the Buyer to
reimburse all Expenses and Development Costs.

4.3 Method of calculating the deadlines

The Parties agree that, without affecting any provisions to the contrary in this Agreement, the time limits
stipulated in this Agreement shall run from the day following the date of the event selected as the starting
point for calculating the relevant time limits. Where the last day of the period is not a working day in the
Chad, the period shall expire at the end of the first following day which is a working day in Chad.

4.3.1 1 If an Event of Force Majeure occurs, all deadlines and periods stipulated in this Agreement shall be
extended for a period equivalent to the period of suspension; provided, however, that the Party claiming
an Event of Force Majeure demonstrates that it has a direct impact on the stipulated deadline(s) despite
all efforts by the affected Party to remedy it.

5. CHARACTERISTICS OF THE SOLAR PARK

At the end of the construction phase, the Power Station will have a total Installed Peak Power (P. i) of
of one hundred 100 (2X50) MWp with 10 MWh of storage at 90 kV Gaoui site in two (02) phases of 50
MW each.

5.1 The Central consists of the elements, and has the technical characteristics, set out in Appendix 1 of this
Contract entitled "Appendix 1 - Technical Characteristics of the Central".

5.2 The Seller reserves the right to replace the equipment detailed in Appendix 1 with other equipment
offering similar or better production capacity. In this case, the Partner shall submit such equipment to
the State and the Buyer. In this case, the Seller shall have the technical specifications of the new
equipment validated. In this respect, the Seller shall notify the Buyer by registered letter with
acknowledgement of receipt and it is agreed that without reply within ten (10) working days following
receipt of the notification, the Buyer's consent shall be acquired.

In the event that, prior to the financing and construction of the Power Plant, (i) the Purchaser and/or (ii)
the network studies indicate the presence of factors limiting the capacity of the Power Plant, the capacity
of the Power Plant may be reasonably revised accordingly by mutual consent of the Parties while
respecting the economic equilibrium of the Project.

6. CONSTRUCTION

6.1 Construction of the Power Station and Connection Facilities

6.1.1 From the Date of Commencement of Construction, the Seller shall carry out or cause to be carried
out, under his responsibility and at his risk and peril, the construction of the Power Station, the
Connection Facilities and the SCADA system, in accordance with the provisions of Article 6.1.1.:

(a) the Applicable Laws;

(b) the provisions of this Contract, including those relating to the Technical Characteristics of the
Plant and the Maintenance Programme, the Connection, Transfer and Operation Agreement;
and

(c) Good Practices in the Solar Energy Sector.

6.1.2 The Power Plant shall be constructed in accordance with the construction programme set out in
Appendix 7 of the Contract, entitled "Appendix 7Construction Programme".

6.2 Construction Review Meetings

6.2.1
During the construction phase of the Power Plant, the Buyer and the Seller will consult each other to

13
 schedule periodic meetings to assess the progress of the construction work.
The meetings will be held at intervals set by the Seller or may be requested by the Buyer.

6.2.2 The meetings will be held at the Site or at the places where the work is to be carried out, unless the
Parties decide otherwise.

6.2.3 The Seller shall prepare minutes for each construction review meeting and copies of such minutes
shall be submitted to the Buyer seven (7) working days after the meeting. The representatives of the
Parties shall approve and sign such minutes. Additional informal and unscheduled consultations may
be requested at any reasonable time by either Party, as required. If the Buyer fails to respond to the
Seller within seven (7) working days of receipt of the minutes, the minutes shall be deemed to be
accepted by the Buyer.

6.3 Connecting the Control unit to the Network

6.3.1 The Power Station will be connected to the new GOUI substation and through a 90 kV - 500 mm2
double term line - 10 km from the opening of the LAMADJI - GASSI line as defined in the single
line diagram proposed by the Seller and accepted by the Buyer. (Annex 11) The supply and
installation of all the above-mentioned works shall be at the expense of the seller.

6.3.2 The Seller shall carry out the Connection Study at its own expense within three (3) months from the
Date of Signature. The results of the Connection Study shall be validated by the Buyer within a
maximum period of one (1) month after the Seller has supplied the said study..

6.3.3 The Seller shall, at its own expense, design, finance, construct and install the Connection Facilities,
including for the needs of the Auxiliary Consumption of the Power Station (the "Connection Works")
in accordance with Article 6.1.1 of this Contract and with the terms and conditions of the Connection,
Transfer and Operation Agreement to be entered into between the Seller and the Buyer.

6.3.4 Subject to full and complete satisfaction of the relevant Tests under the conditions of Article 7, the
Connection Facilities shall be transferred to the Buyer on the Commercial Commissioning Date,
incorporated into the Network and connected to the Power Station in accordance with the
Connection, Transfer and Operation Agreement. From the date of transfer of the Connection
Facilities as defined under the Connection, Transfer and Operation Agreement, the Purchaser shall
then take over and ensure the upkeep and maintenance of the Connection Facilities for the duration
of this Contract and any extensions thereof.

6.4 SUBCONTRACTING

The Buyer expressly grants the Seller the right to sub-contract all or part of its obligations under this
Contract, including the design, development, financing, construction, commissioning, operation and
maintenance of the Plant and theConnection Systems.

The appointment of an EPC Sub-Contractor or an O&M Sub-Contractor shall not relieve the Seller of any
of its obligations or liabilities to the Buyer in connection with the performance of this contract.

7. TESTS AND PROCEDURES AND COMMISSIONING

7.1 Tests and Commissioning Procedures

7.1.1 The Power Station and its Connection Facilities shall meet all the requirements of the Tests set out
in Appendix 3 of the Contract, entitled "Appendix 3-Tests and Commissioning Procedures".

7.1.2 At least fifteen (15) days before conducting any required Tests, the Seller shall inform the Buyer, the
Independent Engineer and the Buyer in accordance with the provisions of Appendix 3 to the Contract,
entitled "Appendix 3-Tests and Commissioning Procedures"..

7.1.3 Tests will be conducted by the Seller in the presence of the Buyer. The Independent Engineer will
jointly assist the Seller and the Buyer. The Tests shall be conducted in accordance with Appendix 3
to the Contract, entitled "Appendix 3 - Tests and Commissioning Procedures", in the presence of

14
 representatives of each of the Parties who shall be entitled to make observations.

7.1.4
Within seven (7) days of the completion of the Tests, the Seller and the Buyer, assisted by the
Engineer Independently, will draw up and sign a report of receipt of the Central Office and the
Connection Facilities (the "Receipt Report").

7.1.5 On the basis of the report evaluating the results of the Tests drawn up by the Independent Engineer
within seven (7) days following the end of the Tests and depending on the results of the Tests, the
Purchaser shall attach, as an annex to the Acceptance Report within the time limit set out in Article
7.1.4, its conclusions, which may be:

(a) that the Central and Connection Facilities have passed the Tests; or

(b) that it issues one or more reservations preventing the Commissioning of the Power Station
and/or the Connection Facilities, specifying the nature of these reservations, the recommended
corrective measures and the deadlines set for the Seller to remedy these reservations. A new
Test procedure shall then be implemented under the same terms and conditions as those set out
in Appendix 3, entitled "Appendix 3-Tests and Commissioning Procedure"; or

(c) that it makes one or more reservations which do not prevent the Putting into Service, specifying
the nature of these reservations, the recommended corrective measures and the time limits given
to the Seller to remedy these reservations. If these reservations are of a technical nature, a new
Test procedure shall then be implemented under the same terms and conditions as those set out
in Appendix 3, entitled "Appendix 3-Tests and Commissioning Procedure".

7.1.6 If the Acceptance Report concludes as specified in Article 7.1.5(a) or Article 7.1.5(c), the Buyer shall
within seven (7) days issue to the Seller a certificate of acceptance of the Power Station and
Connection Facilities (the "Acceptance Certificate"), without prejudice, if any, to the Seller's
obligations under Article 7.1.5(c). If the Buyer does not respond within such period, the Acceptance
Certificate shall be deemed to be tacitly granted to the Seller from the 8th day and the Buyer shall
then be responsible for providing a Certificate in accordance with such date..

7.1.7 If the Seller disagrees with the Buyer's refusal to issue the Acceptance Certificate, the Seller shall be
entitled to refer the matter to the Independent Expert in accordance with the procedure set out in
Article 27.3 and Appendix 8 of this Contract, entitled "Appendix 8-Procedure Applicable to the
Independent Expert". The Independent Expert must submit his report within twenty (20) days of his
appointment, which must:

(d) compel the Seller to comply with its obligations under Article 7.1.5(b); or;

(e) oblige the Buyer to issue the Acceptance Certificate within seven (7) days in accordance with
the terms of Article 7.1.5(a) or Article 7.1.5(c) as the case may be. In the event of one or more
reservations in accordance with the terms of Article 7.1.5(c), the Independent Expert shall
specify such reservation(s) and the Buyer shall confine itself exclusively to the reservations
made by the Independent Expert.

7.1.8 The Parties must agree in advance on the appointment of the Independent Expert in order to be able
to mobilise him/her as soon as possible. The decision of the Independent Expert shall be binding on
the Parties..

7.2 Date of Commercial Operation

7.2.1 The Commissioning of the Power Station and the Connection Facilities will be subject to the
fulfilment of the following conditions precedent:

(a) entry into force of the Connection, Transfer and Operation Agreement and transfer of ownership
of the Connection Facilities to the Buyer ;

(b) providing the Buyer with a copy of the Technical Specifications of the Power Station and the
Maintenance Programme;

15
 (c) sealing of the Measuring Device by the Parties; and

(d) issue by the Buyer of the Certificate of Acceptance (the "Commercial Commencement Date").

7.2.2 The Parties undertake to make their respective best efforts to lift the conditions precedent listed in
Article 7.2.1 above.

As from, and subject to, the satisfaction of the conditions precedent referred to in Article 7.2.1, the
Seller shall deliver to the Buyer a certificate of Commissioning of the Central and the Connection
Facilities (the "Certificate of Commencement of Commercial Operation") which may not be issued
more than five (5) days after the satisfaction or waiver of the said conditions precedent (the "Date of
Commencement of Commercial Operation").

7.3 Estimated Commercial Commencement Date

Unless an extension is agreed in writing between the Parties in accordance with the provisions of Article
7.4, the commercial commissioning of the Power Station and the Connection Facilities must take place
no later than the Provisional Commercial Commissioning Date..

7.4 Postponement of the Provisional Commercial Start Date

Notwithstanding the provisions of Article 7.2.1, the Provisional Commercial Commencement Date may
be postponed, from day to day, if necessary, in the event of (i) a joint decision of the Parties acting
reasonably; or (ii) a delay due to one of the following reasons, to the extent that the occurrence of such
an event effectively prevents the Commencement of the Power Station and the Connection Facilities
under normal operating conditions:

(a) the occurrence of an event of Force Majeure; or

(b) breach by the Buyer of its obligations under this Contract.

7.5 Lump-sum damages in the event of a Commercial Commencement Date later than the Provisional
Commercial Commencement Date

7.5.1 If the Commercial Commencement Date has not occurred by the Estimated Commercial
Commencement Date, which may be extended in accordance with Clause 7.4, the Seller shall pay to
the Buyer financial penalties in the sum of :

(a) 50 Euros per day for the first seventy-five (75) days of delay;

(b) 100 Euros per day for the following seventy-five (75) days of delay,

In any event, the total amount of such penalties may not exceed 0.1% of the Seller's CAPEX
calculated on the first day of delay by the Seller. Any amount due by the Seller to the Buyer under
this Contract which is not paid by its due date shall bear interest at the EONIA (Euro OverNight
Index Average) rate based on the number of days between the due date (inclusive) and the actual
payment date (exclusive) in relation to a three hundred and sixty (360) day year.

7.5.2 The payment of the financial penalties stipulated in this Article 7.5.1 above constitutes a global lump-
sum compensation which releases and protects the Seller against any future claim by the Buyer.

7.5.3 In the event that at the end of the period of five (5) months from the Provisional Commercial
Commencement Date, which may be extended in accordance with the terms of Article 7. 4, the Ready
for Sale Date has not yet occurred, this Agreement may be terminated (i) at the Buyer's risk and
expense in all cases where the failure to meet the Ready for Sale Date is not the direct result of an
exclusive failure by the Seller to comply with the terms of Clauses 7.2 to 7.5 and (ii) conversely, at
the Seller's risk and expense.

7.6 Guarantee of Performance

16
 7.6.1 As security for his contractual commitments in respect of the execution of the works, the Seller shall
produce, or cause to be produced, no later than the Date of Commencement of the Construction, on pain
of termination for default, a joint and several surety bond, obtained from a banking establishment or an
approved surety organization.

It will amount to 2% (two per cent) of the amount excluding tax of the works (the "Performance
Guarantee").

7.6.2 If 45 days after the issue of a demand for payment to the Seller by the Buyer, the payment has still not
been received, then the Performance Bond may be called upon in the following cases:

(a) (a) In the event of non-payment by the Seller of the Late Payment Penalties for failure to meet
the Estimated Commercial Commencement Date as set out in Clause 7.5 of the Contract; and
(b) In the event of an Event of Default by the Seller.

In each of these cases, the Buyer may, under the Performance Bond, request payment of the sums due and
unpaid.

7.6.3 The Performance Guarantee expires thirty (30) days from the Commercial Commencement Date and may
be enforced in accordance with its terms notwithstanding any early termination of the Agreement..

8. OPERATING - MAINTENANCE OF THE PLANT

8.1 General Obligat

The Seller undertakes to carry out the operation and maintenance of the Power Station in accordance with
and subject to the applicable mandatory provisions and the terms and conditions of the Framework
Agreement.

8.2 Obligations particulières

The Seller shall operate and maintain the Power Station. :

(a) in accordance with the Programming and Dispatching Procedures;

(b) so as to undertake, with due diligence and within a reasonable period of time, the necessary repair
work to remedy any failure and enable the Facility to achieve its Operating Parameters; and

(c) by evacuating or reprocessing the waste produced by the Power Plant, in accordance with the
Good Practices of the Solar Energy Sector and the Applicable Laws in the field of environmental
protection.

9. GRID CONNECTION AND DELIVERY POINT

9.1 Grid connection

9.1.1 The Power Station will be connected to the Network as defined in article 6.3.1.

9.1.2 The Seller shall finance and carry out or cause to be carried out the Power Station Connection Works at
its own expense in accordance with the terms and conditions of the Connection, Transfer and Operation
Agreement to be entered into between the Seller and the Buyer..

9.1.3 Subject to full and complete satisfaction of the Tests, validated by the Independent Engineer, the
Connection Facilities shall be transferred to the Purchaser, incorporated into the Network and connected
to the Power Station in accordance with the Connection, Transfer and Operation Agreement. The
Purchaser will then take charge of and ensure the upkeep and maintenance of the Connection Facilities..

9.2 Point of Delivery

17
9.2.1 The "Delivery Point" refers to and designates the physical delivery point of the Energy Actually
Delivered located in the immediate vicinity of the Delivery Station, the medium voltage incoming and
outgoing cells and the Measuring Device, of the Power Plant, as identified in Appendix 1 of the Contract
entitled "Appendix 1 - Technical Characteristics of the Power Plant".

9.2.2 The Seller is connected to the Network at the Delivery Point..

9.2.3 The nominal voltage at the Delivery Point is 90 KV.

10. ENERGY AND POWER MEASUREMENT AND CONTROL

10.1 Energy and Power Measuring Device.

10.1.1 The Energy Actually Delivered shall be measured by measuring and recording devices placed at the
Delivery Point and comprising main and secondary electronic meters, as described in Appendix 1 of the
Contract, entitled "Appendix 1 - Technical Characteristics of the Power Plant" (the "Measuring
Devices").

10.1.2 The Measuring Device is installed at the Delivery Point and must be connected to the current transformer
(CT) and the voltage transformer (VT) before the main automatic protection switches installed at the
Delivery Station, in closed and ventilated premises..

10.1.3 Subject to verification of the data recording systems in accordance with the provisions of Article 10.2,
the Parties agree that the information contained in, or obtained from, such electrical data recording
systems shall be used for the purposes of determining the Energy Actually Delivered..

10.1.4 The Effectively Delivered Energy will be active and reactive energy. The Measuring Device will also
measure:

(a) the energy injected (active and reactive) ;

(b) energy taken out (active and reactive);
(c) power (active and reactive)
(d) the voltage in the three phases at the Delivery Point ;
(e) the current in all three phases at the Delivery Point; and
(f) the frequency.

The measuring accuracy shall be Class 0.5S according to IEC 62052-11, 62053-22

10.1.5 The Measuring Device installed in the immediate vicinity of the Delivery Point, and upstream of the
protection devices, as this location is identified in Appendix 1 of the Contract entitled "Appendix 1 -
Technical Characteristics of the Power Station", shall be supplied and configured by the Seller at its
own expense and shall remain its property. The Measuring Device shall be sealed jointly by the Seller
and the Buyer, in the presence of the Independent Engineer. The operation and maintenance of the
Measuring Device shall be carried out by the Seller in such a way as to enable it to carry out its functions
in accordance with the provisions of this Article 10 on a continuous basis throughout the Term of the
Contract..

10.2 Checking the Measuring Device

10.2.1 The Buyer shall be entitled to check the Measuring Device at his own expense to assess and verify the
accuracy of the measurement data. The Buyer shall also install at its own expense a kilowatt-hour meter
for testing next to the sealed Measuring Device in the presence of the Seller and the Independent
Engineer (the "Testing Device").

10.2.2 An initial joint verification of the Measuring Device and the Control Device is carried out on site no
later than the Date of Commercial Operation, by comparing the records. The Seller shall present the
certificates of the factory calibration carried out by the supplier.

10.2.3
The Seller shall have the Measuring Device and the Control Device calibrated and re-calibrated once
every five (5) years during the month in which it is due to take place which occurs on the anniversary

18
 date of the Commercial Operation or at any time at the request of the Buyer or the Seller if a discrepancy
between the Measuring Device and the Control Device is identified, by an independent calibration and
calibration agency approved by the Buyer and the Seller (acting reasonably) which shall report to both
Parties within ten (15) days of the commencement of its work.

10.2.4 Where the difference between the two arrangements is more than one-half percent (0.5%), the Parties
shall propose an adjustment of the indexes, and in case of disagreement, shall refer the matter to an
Independent Expert as stipulated in Article 27.3 to find an appropriate solution.

10.2.5 The Buyer may request verification of the accuracy of the Measuring Device at any time. The costs of
such verification shall be borne by the Buyer unless the accuracy of the Measuring Device does not meet
the required degree of accuracy as indicated in the Technical Data of the Central Unit, in which case
such costs shall be borne by the Seller. In case of disagreement, the Parties shall refer the matter to an
Independent Expert as stipulated in Article 27.3.

10.2.6 Each Party shall ensure that the integrity and proper functioning of the Measuring Device and the
Control Device are not impaired.

10.2.7 The information contained in the electrical data logging systems will be checked by verifying the
correspondence for a given period between the index data provided by the Measuring Device and the 10
Minute Point power readings provided by the Buyer or the System Operator appointed by the Buyer.
The data contained in the SCADA system will only be used in the event of inconsistency between the
different Measuring Devices, beyond the deviation specified in 10.2.4.
10.2.8 To establish the monthly statement the following procedure will apply:

(a) the total values (index) of the meters constituting the Measuring Device shall be read manually
or by remote reading on the Date of Commencement of Commercial Operation and thereafter
monthly on the first day of each month at 00:00 hours; if automatic recording is possible, it shall
be scheduled at 00:00 hours and kept displayed on the meter for possible later reading;

(b) if the Buyer is present at the time of such value reading, such values will be read and recorded
jointly;

(c) if the Buyer is not present when such values are taken, a representative of the Seller will take
and record such values and transmit an electronic record to the Buyer;

(d) the Seller shall keep a log of all such data records; and

(e) the counts recorded for each hour (load curve) during the relevant period and the total values of
the meters (indexes) constituting the Measuring Device shall be communicated by the recording
Party to the other Party within two (2) working days following the reading of the values, and
once a month.

10.2.9 In the case of any component of the Measuring Device which operates outside the limits of acceptable
accuracy in accordance with this Clause, or otherwise does not function properly, the Seller shall
immediately repair, recalibrate or replace such component of the Measuring Device at its expense. As
soon as such maintenance check, repair, recalibration or replacement of any component of the Measuring
Device has been carried out, the Measuring Device shall be jointly sealed by the Parties, in the presence
of the Independent Engineer or his representative.

10.2.10 In the event of a shutdown or malfunction of the primary meter of the Measuring Device, the secondary
meter of the Measuring Device shall be used as the basis for estimating the Effective Energy Delivered.
In the event of a shutdown or malfunction of both Metering Device meters, the Control Device shall be
used as the basis for estimating the Energy Actually Delivered. In the event of a failure or malfunction
of the Metering Device and the Control Device, the Seller and the Buyer shall meet to estimate as
accurately as possible the quantity of Energy Actually Delivered in accordance with the procedure set
out in "Appendix 1 - Technical Characteristics of the Power Station" representing.

19
11. CONTROL MEASURE OF THE AVAILABLE ELECTRICAL ENERGY

11.1.1 The Seller shall install at its own expense the measuring equipment intended to measure Available
Electric Energy (as defined in Article 13.2) as described in Appendix 9 entitled "Appendix 9 - Available
Electric Energy".

11.1.2 The data collected will be sent to the Buyer on a monthly basis together with the invoice in accordance
with Article 15.1.

11.1.3 The Purchaser has access to the data on the data loggers and may check or have checked the
measurements of the Available Electric Power in accordance with the procedure described in Appendix
9 entitled "Appendix 9 - Available Electric Power".

11.2 Operation

11.2.1 The Seller shall operate and maintain the Power Station in accordance with and subject to the provisions
of the Maintenance Programme, the Operating Parameters, the Operating Instructions and the "Good
Practices of the Solar Energy Sector".

11.2.2 The Seller shall draw up written operating instructions for the Power Station and the Connection
Facilities relating to the interfaces between the Seller and the Buyer at the Delivery Point (as described
in the Operating Parameters), which may be revised by mutual agreement of the Buyer and the Seller
(the "Operating Instructions").

11.2.3 The Operating Instructions shall be based on the design of the Power Station and shall cover such matters
as the mode(s) of day-to-day communication, identification and contact of key personnel, approval and
switching practices, capacity and electricity announcements, operating logs and procedures applicable
to reactive power.
11.3 Operating parameters

The Network shall comply with the following voltage and frequency technical characteristics at the
Delivery Point, and the Control Unit must be capable of operating without disconnection over all of
these ranges:

PARAMETERS UNITE VALUE

Tension normal kV 90

Voltage variation
Normal operation % +/- 5

Nominal frequency Hz 50

Normal frequency variation % +/- 1

Normal operation

Variations in network frequency % +/- 2,0

lasting more than 2,000 ms

Cos phi 0,9

11.4 Network Balance and Programming and Dispatching Procedures

11.4.1 On the Date of Coming into Force, the capacity of the Network must allow the reception of all the Actual
Delivered Electrical Energy and, where applicable, all the Available Electrical Energy by the Buyer (the
"Balanced Grid"). The Balance and security of the Grid, for which the Purchaser is solely responsible
as the Responsible Entity, must be maintained by the Purchaser throughout the duration of the
Agreement, if necessary as extended, in order to enable the Grid to operate in accordance with the

20
 Operating Parameters and the Best Practices of the Solar Energy Sector.

11.4.2 More specifically, the Balance Responsible Entity will have the following duties for the duration of the
present contract:

(a) Ensure the maintenance of the Power Plant's electrical evacuation network, including source
substations, in accordance with Good Electricity Sector Practices;
(b) Have voltage and frequency regulation means at the delivery point to ensure high availability
of the Power Station.

11.4.3 In this context, and in order to enable the Balancing of the Network, the Seller shall comply with the
Programming and Dispatching Procedures established exclusively by the Buyer, detailed in Appendix
5 of this Contract, entitled "Appendix 5-Programming and Dispatching Procedures".

The Seller's sole obligation shall be to comply with the Scheduling and Dispatching Procedures
established by the Buyer, but the Seller shall not be liable in any way whatsoever for any failure to
comply with such Procedures be called into question for any reason whatsoever regarding the harmful
consequences of such Programming and Dispatching Procedures, particularly with regard to Network
Balance.

11.5 Interruptions Programmed as part of the programmed maintenance of the Control unit

11.5.1 The Seller shall submit to the Buyer the provisional schedule of Scheduled Interruptions no later than :

(a) thirty (30) days prior to the Commissioning Date for the first Year of Commissioning of the
Facility; and
(b) on 30 January of each Year for the following Years.

In return, the Buyer shall provide the Seller with its written comments on the provisional schedule of
Scheduled Interruptions, at the latest:

(a) fifteen (15) days following the Commercial Commencement Date for the first Year of Operation
of the Power Station; et
(a) 15 February of each Year,

11.5.3 In the event that the Buyer has not, within the aforementioned time limits, submitted observations on
the provisional calendar of Scheduled Interruptions submitted to it by the Seller, the Seller may
implement the said provisional calendar.

11.5.4 Scheduled Interruptions may only take place during the periods determined under the conditions set out
above.

11.5.5 The Buyer, or his possible successor, shall endeavour to coordinate the maintenance programme of the
Network with the notified Scheduled Interruptions he has accepted in order to avoid any interruption in
the operation of the Central..

11.5.6 When circumstances require a maintenance interruption, the Seller shall inform the Buyer of such
circumstances, the work required and the expected date and estimated duration of such interruption. The
Buyer shall authorise the Seller within 24 hours of such information to carry out such Maintenance
Interruption at a time acceptable to the Parties in the circumstances, which shall in any event be
consistent with Good Practice in the Solar Energy Sector. In the absence of a response from the
Purchaser within this period, the Purchaser shall be deemed to have given its consent.

11.6 Emergency Situations and Unforeseen Interruptions of the SOLAR PARK

11.6.1 The Seller shall notify the Buyer of Emergency Shutdowns, Unscheduled Outages of the Power
Station or any interruption caused by the occurrence of Force Majeure in accordance with the
provisions of Clause 23 (the "Emergency Notification").

11.6.2 The Buyer shall act on any Emergency Notification issued by the Seller..

21
11.7 Interface to the Network

11.7.1 The Seller shall use its best efforts to ensure that variations in the voltage of the electrical energy
produced by the Power Station and delivered to the Delivery Point do not exceed the limits set out in
the Operating Parameters.
11.7.2
In accordance with the terms of the "Operating Parameters", the Seller shall equip the Power Station
with protection devices for the intrinsic operating conditions of the Network, and shall equip the Power
Station with adequate devices and equipment to protect itself against disturbances likely to affect the
Network due to exogenous causes.
(in particular climatic factors) which are unpredictable and beyond the control of the Buyer but which
may affect the Central.

In the event of non-compliance with the Operating Parameters by the Seller resulting in operating
disturbances, subject to justification of such disturbances on the network causing the delivery to be
stopped by the Power Station, the Buyer shall have the full right to stop the delivery of energy due to
the Seller's failure, until the Seller has demonstrated a modification satisfactory to the Buyer.

11.7.3 In the event of up ramping up of the Power Station during the day (e.g. after a disconnection or after a
drop in Solar Irradiation), the Buyer has the right to request from the Seller a limitation of the power
increase to a maximum of 2MWp per minute through sequential connection of the
inverters/transformers. This is without prejudice to the principle of payment at the metering point..

11.8 Coordinating Committee

The Coordination Committee shall constitute the framework for consultation between the Seller and the
Buyer on any subject of common interest relating to the operation and maintenance of the Power Station, the
Connection Facilities and the Network.

It shall be composed of a maximum of three (3) representatives from each Party and may be joined by
external consultants according to the needs and nature of the questions raised. It shall meet regularly at
least once (1) a year and whenever necessary. It shall in particular deal with the following issues:

- Updating of the Operating Instructions ;

- analysis of the operation and experience feedback;

- analysis of the annual maintenance programmes of the Seller and the Buyer, it being specified that
the Parties shall use their best efforts to ensure that maintenance operations take place on identical
dates;

- production plan;
- protection plan;

- analysis of accidents;

- analysis of contractual performance;

- the proposal of measures specifying the operating conditions of the Power Station in a degraded or
disrupted situation;

- proposals for the amicable settlement of disputed commercial issues prior to any contentious
proceedings to be initiated under this Agreement; and

- any other matters relating to operation and maintenance that the Parties shall entrust to it.

11.9 Obligations regarding security

The Seller shall comply with the Good Practices of the Solar Energy Sector concerning safety and the rules

22
 applicable to the operation and maintenance of the Power Plant in force in Chad.

12. NETWORK OPERATION AND MAINTENANCE

12.1 Subject to the provisions of Article 6.3.4, the maintenance of the Network is the responsibility of the
Buyer who operates it.

12.2 The Buyer warrants to the Seller that variations in the frequency and voltage of the Network at the
Delivery Point will not exceed the limits set out in the Operating Parameters in Clause 11.3.

12.3 The Purchaser shall adjust as appropriate the protection devices of the Network and its production
equipment to the intrinsic operating conditions of the Power Station, and shall also equip the Network
and its production equipment with adequate devices and equipment to protect itself against disturbances
likely to affect the Network and its production equipment due to exogenous causes (in particular climatic
factors) beyond the control of the Purchaser but likely to affect the Network and its production
equipment.

13. DELIVERY AND PURCHASE OF ELECTRICAL ENERGY

13.1 Energy Actually Delivered

13.1.1 13.1.1 Subject to the other terms and conditions of this Contract, the Seller undertakes to deliver to the Buyer
at the Delivery Point all of the Energy Actually Delivered in accordance with the Scheduling and Dispatching
Procedures established by the Buyer..

13.1.2 Notwithstanding the foregoing, the Seller is authorised to use, free of charge, the electrical energy
produced by the Power Station for its Internal Consumption.

13.2 Available Electrical Energy

13.2.1 The term "Available Electric Power" refers to and designates the quantity of electric power that could have
actually been produced by the Power Plant, but which was not produced and delivered in full due to an
impossibility to do so resulting from (i) an extension of the Commercial Commencement Date more than six
(6) months beyond the Estimated Commercial Commencement Date resulting from a Force Majeure
situation, (ii) an order given by the Purchaser not to inject all or part of the electrical energy of the Power
Station for any reason whatsoever, including but not limited to Unscheduled Power Station Interruptions and
Scheduled Interruptions; (iii) the occurrence of an Event of Default on the part of the Purchaser; (iv) as a
result of Authorised Unavailability of the Network, (v) as a result of an Unforeseen Network Outage or
variations in the frequency, voltage or power factor (cos phi) of the Network at the Delivery Point which
exceed the limits set in the Operating Parameters of the Power Station, (vi) as a result of the occurrence of
an event of Force Majeure affecting the Purchaser.

13.2.2 The Available Electric Energy for a given period is determined in accordance with Appendix 9, and results
in particular from the actual sunshine conditions measured by the reference pyranometers installed on the
Site and according to the definitions and calculation methods described in Appendix 9 entitled "Appendix 9
- Available Electric Energy".

13.3 Power consumption in the development/construction phase

13.3.1 The Seller shall have the right to import electricity available to meet the needs of the Site (the "Auxiliary
Consumption" for the purpose of commissioning the Power Station).

13.3.2 A temporary line will be built during the construction phase of the Power Plant in order to supply the
construction site with electricity. The Seller shall pay the Purchaser at the price applied by the Purchaser
to consumers for the category of power and energy requested by the Seller.

13.4 Authorised Import of the Grid during the operating phase

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13.4.1 During the operating phase, the Buyer authorises the Seller to import energy from to the Grid at any
time (the "Authorised Grid Import") for strictly related purposes:

(a) when the Power Plant starts up and goes into standby mode;

(b) the general operation of the Site and the related facilities outside production periods.

13.4.2 The Authorised Import from the Grid must be used solely for the needs of the Seller described in Article
13.4.1 and the quantity of energy imported as such must not exceed the power and monthly consumption
of the auxiliaries detailed in Annex 1 entitled "Annex 1- Technical Characteristics of the Power
Plant".

13.4.3 The Authorised Import from the Grid shall be measured at the Feed-In Point in accordance with the
provisions of Clause 10 and the Seller shall pay the Buyer the lower price resulting from the application
of (i) the high voltage price applied by the Buyer to the consumers for the category of power and energy
requested by the Seller and (ii) the Price applied under this Agreement, as resulting from Annex 2,
entitled "Annex 2 - Price".

13.4.4 The Parties furthermore expressly renounce any compensation between the sums due by the Seller in
respect of the Authorised Import from the Grid and those due by the Buyer under this Agreement.

14. SALE AND PURCHASE OF ENERGY ACTUALLY DELIVERED AND AVAILABLE

ELECTRICAL ENERGY

14.1 General obligations of the Buyer

The Buyer undertakes to cooperate in good faith with the Seller and to take, in good faith, the decisions
for which it is responsible and which are necessary for the proper performance of this Contract.

14.2 Purchase obligation

14.2.1 In view of the irregularity of the production of a photovoltaic plant, the Seller and the Buyer agree to
apply an annual "metering point payment principle" mechanism.

14.2.2 By virtue of the exclusivity from which it benefits, the Buyer undertakes to purchase from the Seller:

(a) the totality of the energy actually produced by the Power Plant: the Effectively Delivered Energy
(EEL) ;

14.2.3 It is specified that the assumption adopted for the economic equilibrium of the Energy Purchase Contract
and the Framework Contract is an availability of the power grid to evacuate at least 98% of the Forecast
Energy (PE).

14.2.4 This 2% margin is agreed to take into account all partial or total unavailability of the Buyer's network,
both scheduled and accidental..

14.2.5 Details for the calculation of Forecast Energy (PE), Available Energy (AE) and Energy Not Removed
(ENE) are given in Annex 9 entitled "Annex 9 - Available Electrical Energy".

14.2.6 In the event of prolonged unavailability of the electricity network, the energy produced by the Power
Station may be sold by the Seller to special accounts, subject to having the necessary legal authorisations
for this purpose. The Seller shall be compensated for all costs related to such sale to third parties.

14.3 Delivery and Purchase of Electrical Power before the Commercial Start Date

14.3.1 Prior to the Commercial Commencement Date, the Seller shall not inject any electrical energy into the
Grid without the prior written consent of the Buyer, which consent shall be given within seven (7) days
of receipt of a formal written request from the Seller..

24
14.3.2 Subject to such agreement, all Effectively Delivered Energy produced before the Commercial
Commencement Date will be made available to the Buyer free of charge.

14.4 Production and purchase of electrical energy from the Commercial Commencement Date

From the Commercial Commencement Date, the Seller shall be authorised to inject electrical energy
into the Network in accordance with the Operating Parameters and the Programming and Dispatching
Procedures established by the Buyer.

14.5 Prices

The Price of Energy Actually Delivered at the metering point is expressed in Euro per kWh and paid in CFA
Franc. On the Commercial Commissioning Date, the price for the present Contract is 8.3843 EUR/kWh,
which, as of the date hereof, corresponds to 55 FCFA/kWh, exclusive of VAT, exclusive of taxes of any kind
and exclusive of any registration fees for the Seller's invoices, if any, on the date of signature of the present
Contract.

14.6 Annual Price Adjustment

The Parties agree that from the Date of Signature of this Contract until its term, the Purchase Price for each
Contract Year shall be adjusted annually in accordance with the provisions of Article 14.7.

14.7 Price Revisions

14.7.1 The Price shall be adjusted in accordance with the principles set out in Appendix 2.

14.7.2 The Seller shall benefit from the provisions of Article 27 of the Framework Agreement in the event of any increase
in taxes or contributions to which the Seller is subject.

15. FACTURATION ET PAIEMENT

15.1 Facturation de l’EEL, l’ENE et de la PNP

The Buyer and the Seller agree that under this contract only EEL will be invoiced. At the end of each
month, the Seller will issue an invoice in accordance with the energy actually delivered to the metering
point.

15.2 Currency of payment.

The currency of payment is the CFA Franc (FCFA).

15.3 Exercise Period.

15.3.1 The Parties agree that an Exercise Period corresponds to one calendar year of operation, i.e. from 1
January to 31 December inclusive.

15.3.2 However, and by way of exception, the first Exercise Period shall correspond to the period from the
Commercial Commencement Date to 31 December of the same year. The results of the first period are
analysed on a pro rata basis according to its duration.

15.4 Assignment of receivables by way of security

The Seller intends to enter into Financing Agreements with the Lenders and to grant security interests
in favour of the Lenders in respect of the Seller's rights and claims hereunder. In order to facilitate the
conclusion of the Financing Agreements between the Seller and the Lenders, the Buyer undertakes to:

(a) to examine in good faith any document for which the Buyer would be required to be a signatory
party, solely as an observer or as an acknowledgement that it has been informed of the Seller's
financing terms, without this implying any commitment on the part of the Buyer, for the purpose of

25
 enabling the financing of the Project ("Direct Agreement"); and

(b) as the case may be, to become a party, for the purpose of opposability, to any act of assignment of
claims arising from this Contract which the Seller may grant, by way of security, for the benefit of
the Donors pursuant to Articles 80 et seq. of the AUS; assignment to which the Buyer may not object
in accordance with the provisions of Article 80 of the AUS.

15.5 Waiver of compensation

Under the terms of this Contract, the Parties agree, in their own name and in the name of any entity
acting in their name and on their behalf, not to make any set-off or deduction of any amount whatsoever
in connection with a claim or for any other reason from or against any amount due to either Party..

16. COMPLAINTS CONCERNANT THE SELLER'S MONTHLY INVOICE

16.1 Invoice disputes

16.1.1 All invoices issued by the Seller shall be paid in full by the Buyer within the time limits stipulated in Article
15.1.1 above, without prejudice to the right of each of the Parties to dispute the amount or elements of
calculation of the said invoice and to claim reimbursement of the disputed amount.

Any complaint concerning the invoice shall be notified to the Seller within ten (15) days of receipt. Any
invoice or payment not previously disputed within this period shall no longer be disputed, except in the event
of discovery of inaccuracy in the Measuring Devices and/or the Device for Monitoring Available Electric
Energy and the Energy Actually Delivered which can be proven to have occurred prior to the relevant billing
period, fraud or misappropriation of funds..

16.1.2 Notwithstanding the provisions of Clause 16.2, the Purchaser shall have the right to verify and, if
necessary, contest the Available Energy and/or the Energy Actually Delivered and shall provide proof
of the validity of its contestation within ten (15) days.

16.1.3 Either Party may submit any disputed amount to the dispute resolution procedure specified in Article 27
hereof. The undisputed amount of each invoice must be paid in accordance with Article 15.

16.2 Verification and Measurement of Available Electrical Energy

16.2.1 The Available Electric Power analysis shall be carried out by the Seller in accordance with the provisions
of Appendix 9 entitled "Appendix 9 - Available Electric Power".

16.2.2 For the purposes, in particular, of Clause 16.1, the Purchaser shall have the right to verify and, if
necessary, contest the data used as a basis for the calculation of the Available Electricity in accordance
with the provisions of Appendix 9 entitled "Appendix 9 - Available Electricity" and must provide proof
of the grounds for its contestation within a period of ten (10) days..

17. PAYMENT GUARANTEE IN THE FORM OF A LETTER OF CREDIT

In order to guarantee to the Seller the payment of the sums due under this Contract, the Buyer undertakes,
no later than the Financial Close Date, to provide security in favour of the Seller for an amount at least
equal to the equivalent of three (03) monthly invoices and undertakes to ensure that it is maintained at
its discounted nominal amount until the expiry of the Contract.

At the end of each contract year, the amount of the guarantee shall be adjusted at the beginning of each
subsequent contract year to reflect variations in the Seller's estimated invoicing.

The Seller may call on the guarantee in the event of the Buyer's failure to meet its payment obligations
under the Contract. In the event of a total or partial call on the guarantee, the Buyer undertakes to restore
the guarantee without delay to its original amount.

26
 The guarantee shall take the form of a revolving letter of credit issued by a first class bank approved by
the Seller, substantially in accordance with the model set out in Appendix 7 entitled "Appendix 10 -
Model Letter of Credit".

Neither the existence nor the calling of the guarantee limits the Seller's recourse against the Buyer in the
event that the amounts of the guarantee prove to be insufficient to cover the sums owed by the Buyer.

18. TAXATION

18.1 Taxation applicable to the Seller

The taxation applicable to the Seller is defined in the Framework Agreement..

18.2 Taxation applicable to the Buyer

Unless exempted, any taxes, duties, levies or other statutory taxes applicable to the Buyer arising out of
or incurred in connection with its rights and obligations under this Contract shall be paid by the Buyer..

18.3 Carbones Credits

In return for the advantageous tax benefits that the project will benefit from, the Seller agrees to pay the
Buyer all or part of the valuation amount resulting from the sale of the Carbon Credits on the market,
after deduction of all the administrative costs inherent in these procedures..

19. DECLARATIONS AND GUARANTEES

19.1 Declarations and guarantees of the Buyer

On the Date of Signature hereof, the Buyer makes the following representations and warranties, which
shall remain in full force and effect throughout the Term of this Contract:

(a) the Buyer is legally and validly constituted as a company under Chadian law and is in good
standing with the Applicable Laws; it has the right and power to enter into this Contract and to
perform its obligations;

(b) the Buyer's obligations hereunder shall be valid and binding upon the Buyer;

(c) the execution and performance of this Contract and the implementation of the Payment
Guarantee do not contravene any Applicable Law and are not in conflict or breach, or result in
default, or create any lien or servitude in respect of any contractual obligation of the Buyer;

(d) the Buyer may validly acquire the Connection Facilities in accordance with the terms hereof,
the Connection, Transfer and Operation Agreement, its Articles of Association and the
Applicable Law ;

(e) any contract for the purchase/sale of electrical energy other than this Contract which the
Purchaser has entered or may enter into is unlikely to materially affect the Purchaser's ability to
comply with its obligations under this Contract and/or the technical and economic projections
on which the feasibility of the Project is based and which have led to the conclusion of this
Contract on the terms agreed herein;

(f) the Purchaser has sufficient financial and technical capacity to perform and secure its
obligations under this Contract;

(g) the Purchaser is not involved in any legal or arbitration proceedings (whether pending or, to the
Purchaser's knowledge, imminent) in respect of the Project; and

(h) the Buyer has obtained all necessary authorisations for the execution, delivery and performance

27
 of this Contract and its obligations hereunder.

19.2 Declarations and guarantees of the Seller

The Seller hereby makes the following representations and warranties, which shall remain in full force
and effect throughout the Term of this Agreement:

(a) the Seller is validly constituted as a company under Chadian law and is in good standing with
the Applicable Laws; it has the right and power to enter into this Contract and to perform its
obligations;

(b) the Seller's obligations hereunder shall be valid and binding upon it;

(c) the execution and performance of this Agreement does not contravene any Applicable Law and
does not conflict with or violate, or result in default of, or create a lien or easement in respect
of any contractual obligation of the Seller;

(d) the Seller has sufficient financial and technical capacity to perform and secure its obligations
under this Contract, subject to compliance by the State and SNE with their obligations under
the Framework Agreement and this Contract; and

(e) the Seller is not involved in any legal or arbitration proceedings (pending or, to the knowledge
of the Seller, imminent) in respect of the Project

19.3 Notification of breach

Each Party shall promptly notify the other Party of the occurrence of any event which has the effect of
rendering inaccurate any of the declarations made or warranties given in this Article 19 and shall use its
best endeavours to remedy the situation as soon as possible..

20. CASE OF FAULT

20.1 Principle

20.1.1 The Parties agree that in the event of the occurrence of an Event of Default by the Seller or an Event of
Default by the Buyer referred to in Articles 20.2 and 20. 3 below, and that the Party having committed
such an Event of Default is unable to cure or does not cure such Event of Default, the other Party shall
have the right, in accordance with the conditions and time limits set out in this Article 20, to terminate
this Contract subject to the rights of the Lenders referred to in Article 26 and the provisions of the Direct
Agreement.

20.1.2 The Parties agree that the Events of Default listed in this Article 20, if they have been caused by Force
Majeure, do not give the Parties the right to terminate this Agreement except in the event of Prolonged Force
Majeure as stipulated in Article 23.5.

20.1.3 The Parties agree that the Events of Default listed in this Article 20, if they are the direct consequence
of non-performance by the other Party of its obligations as stipulated in this Agreement, do not confer
on the latter Party the right to terminate this Agreement.

20.2 Cases of Seller Default

Each of the following events constitutes a "Seller's Event of Default":

(a) failure by the Seller to comply with a final decision of an Independent Expert or a final award
rendered by arbitrators appointed pursuant to this Agreement for a period of more than thirty
(30) days from such final decision or award;

(b) the Seller is subject to bankruptcy, insolvency or similar proceedings;

(c) direct or indirect assignment of this Agreement in breach of the provisions of Article 25;

28
 (d) any other failure of the Seller to perform any of its essential obligations under this Contract not
caused or legitimated by Force Majeure (including Political Force Majeure, Natural Force
Majeure, and/or Governmental Action which is Significantly Adverse), a Disruption in
Economic Conditions, a Scheduled Interruption or an Emergency Notification, which directly
prevents the continuation of the Project under tolerable conditions and which the Seller has not
remedied within sixty (60) days following the Buyer's formal notice to remedy it.

20.3 Cases of Default by the Buyer

Each of the following events constitutes a "Buyer Default":

(a) non-payment of any sum due by the Buyer to the Seller as provided for in this Contract;

(b) the Buyer is subject to any bankruptcy, insolvency or similar proceedings;

(c) non-compliance by the Buyer with its essential obligations under the Connection, Transfer and
Operation Agreement;

(d) any other default by the Buyer in the performance of any of its material obligations under this
Contract which has not been remedied by the Buyer within sixty (60) days of the Seller's giving
notice to remedy such default; or

(e) failure by the Buyer to comply with a final decision of an Independent Expert or a final award made
by arbitrators appointed in accordance with this Contract for a period of more than fifteen (15) days
from such final decision or award.

20.4 Cases of Termination through no fault of the Buyer

The Seller may terminate this Contract by sending a Notice of Termination to the Buyer under the
following circumstances:
(a) in the event of termination or non-renewal of the Framework Contract ;

(b) in the event of Prolonged Force Majeure; and

(c) in the event of a disruption of the Economic Conditions or in the event of Significantly Adverse
Government Action and in the absence of agreement between the Parties within thirty (30) days,
on the means of remedying such situation..

20.5 Notice of Termination

20.5.1 The Party wishing to terminate this Agreement by reason of the occurrence of an Event of Default under
Articles 20.2 and 20.3 shall notify the other Party by sending a notice of termination (the "Termination
Notice").

20.5.2 The Notice of Termination shall specifically state the following:

(a) the Alleged Cases of Default in respect of which the Formal Notice is sent; and

(b) the Party's decision to terminate this Contract with effect thirty (30) days following receipt of
the formal notice unless the defaulting Party has definitively remedied the Event(s) of Default
specified or, in the case of an Event of Default of the Buyer referred to in Article 20.3 (a), unless
the Seller has been able to effectively recover the totality of its claim through the
implementation of the Payment Guarantee.

20.5.3 Where applicable and provided that the Seller has effectively been able to recover any sums which may
be owed to it by the Buyer under this Contract, the Parties agree that the Buyer will have validly and
finally remedied the Event(s) of Defect(s) specified under Clause 20.5.2 by the substitution of a new
buyer who would take over this Contract on terms no less favourable to the Seller.

29
21. TERMINATION INDEMNITY

In all cases of early termination of this Agreement, the Solar Park will be purchased by the State in
accordance with the Call and Put Option Agreement.

22. LIABILITY AND COMPENSATION

22.1 Limitation of liability

Without prejudice to the express provisions of this Contract and the Termination Indemnity, neither
Party nor any subcontractor (at any level whatsoever) of a Party shall be liable to the other Party under
any circumstances for loss of use, loss of profit or indirect, consequential or incidental loss.

22.2 Compensation

22.2.1 The Buyer shall defend and indemnify the Seller against, and hold the Seller harmless at all times after
the date hereof from, any loss, damage, liability, payment, suit, cost or fine (excluding any loss, damage,
profit, liability, payment, or indirect or secondary obligation) or reasonable expenses relating thereto
(including reasonable attorney's fees) incurred, suffered, borne or payable, directly or indirectly, by the
Seller and its directors, agents and employees, in the event of injury or death caused by any negligent or
intentional act or omission of the Buyer.

22.2.2 The Seller shall defend and indemnify the Buyer against, and hold the Buyer harmless at all times after
the date hereof from, any loss, damage, liability, payment, suit, cost or fine (excluding any loss, damage,
profit, liability, payment, or indirect or secondary obligation) or reasonable expenses relating thereto
(including reasonable attorney's fees) incurred, suffered, borne or payable, directly or indirectly, by the
Buyer and its directors, agents and employees, in the event of injury or death caused by any negligent
or intentional act or omission of the Seller..

23. FORCE MAJEURE

23.1 Definition and notification

23.1.1 A Party is exempt from all liability and may suspend the performance of its obligations under this
Contract if and to the extent that such Party is unable to perform its obligations under this Contract
following the occurrence of a situation or event that is unforeseeable, irresistible and external to such
Party, which could not have been prevented and provided that this event or circumstance does not result
from a non-performance or breach by the Party availing itself of its legal, regulatory or obligations under
this Contract, including, in particular, cases of Force Majeure Political and Natural Force Majeure (the
"Force Majeure").

23.1.2 The Party affected by an event of Force Majeure as defined in Article 23.1.1 above must notify the other
Party as soon as possible of the occurrence and subsequent cessation of such a situation and invite the
latter to cooperate in order to limit the consequences of such an event of Force Majeure. The notification
of the occurrence of an Instance of Force Majeure must, as far as possible, indicate the probable duration
and the foreseeable consequences of the Force Majeure.

23.1.3 The Party which, by its action or inaction, would have substantially aggravated the consequences
initially caused by an event constituting Force Majeure, shall not be entitled to invoke the said event of
Force Majeure.

23.2 Situations constituting Force Majeure

For the purposes of classifying the various cases of Force Majeure listed under the headings below, a
situation of Force Majeure falls into one of the following categories depending on whether it results
from a Significantly Unfavourable Government Action, a Case of Political Force Majeure or a Case of
Natural Force Majeure.

23.3 Force Majeure Affecting the Buyer's Obligations

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23.3.1 In the event of a situation falling within the definition given in Article 23.1. 1 above, preventing the
Buyer from performing its obligations under this Contract, the time limit for performing such obligations
shall be suspended until the cause and/or effects of the circumstance considered as Force Majeure have
ceased, without the Buyer being liable to pay damages; provided, however, that it is clearly
acknowledged and accepted by the Buyer that an event of Force Majeure shall in no way excuse the
Buyer's delay in the performance of any of its payment obligations under this Contract.

23.3.2 During the period that the Buyer is prevented from performing its obligations as a result of an Event of
Force Majeure, the Seller shall continue to perform its obligations under this Contract unless the event
of Force Majeure suffered by the Buyer also constitutes an Event of Force Majeure for the Seller under
this Contract.

23.4 Force Majeure Affecting the Seller's Obligations

In the event that:

(a) a situation as defined in Article 23.1.1 above arises which prevents the Seller from performing
its obligations under this Agreement; or

(b) the Buyer's or Seller's obligations would be affected by a situation falling within the definition
of Force Majeure, and that as a result the Seller would be prevented from performing its
obligations under this Contract;

The period provided for the performance of the Seller's obligations shall be suspended until the cause
and/or effects of the situation considered as Force Majeure under the terms of this Contract have ceased,
without the Seller being required to pay damages..

23.5 Termination in case of Extended Force Majeure

Subject to the rights of the Lenders under Article 47 of the Framework Agreement and the provisions
of the Direct Agreement, either Party may send the other Party a Notice of Termination in the following
situations (each, a case of "Prolonged Force Majeure"), provided they meet the criteria set out in Article
23.1.1:

(a) the continuous operation of the Power Station:

(i) is made impossible for a period of six (6) consecutive months or six (6) cumulative
months over a given period of 12 months, or
(ii) is made so difficult that the Parties agree that it is unreasonable to continue the
performance of the Contract, and this situation persists for more than six (6) consecutive
months or six (6) cumulative months over a given period of 12 months. In the event of
disagreement between the Parties on the assessment of such criteria, each of the Parties
may submit the dispute to an Independent Expert in accordance with the procedure set
out below; or
(b) the performance by a Party of its essential obligations under the Contract or the Framework
Agreement is affected following the occurrence of a situation of Force Majeure which persists
for six (6) consecutive months or.

The Purchaser shall not be entitled to terminate the Contract in the cases referred to in sub-paragraphs
(a) and (b) above where the situation covered by the said sub-paragraphs is the result of damage to the
Power Station and the Seller has commenced the restoration programme accepted by the State in
accordance with the terms of the Framework Contract..

The provisions of the Contract whose effect has been suspended following a situation of Prolonged
Force Majeure automatically regain their full binding effect vis-à-vis the Parties after the disappearance
or lapse of the effects of the case of Force Majeure in question..

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24. INSURANCE

24.1 The Seller undertakes to take out all necessary and regulatory insurance at the appropriate time to cover
the risks inherent in the Project.

24.2 Such insurance shall be taken out with insurers known to be solvent and established in Chad in
accordance with Article 308 of the Insurance Code of the Conférence InterAfricaine des Marchés des
Assurances (CIMA) or shall be ceded for reinsurance in accordance with the authorisation, as referred
to in Article 308 of the said Code, which shall be granted by the Minister in charge of Insurance and
which shall allow the cession of reinsurance abroad for 90% of the risks relating to the Project.

25. ASSIGNMENT OF THE CONTRACT

In the event of a total or partial assignment of this Contract approved by the Buyer and the Government
of Chad, the new Seller shall be substituted for the Seller in all its rights and obligations under this
Contract..

The Parties agree that a change in the Seller's shareholding will have no effect on the performance of
this Agreement, the provisions of which will remain in full force and effect.

Apart from the cases described in this Article, neither Party may transfer all or part of its rights and
obligations stipulated in this Contract to a third party without the prior written agreement of the other
Party.

In the event of assignment of the Contract, all costs inherent in the transfer shall be borne by the
Seller.

26. RIGHT OF INTERVENTION AND SUBSTITUTION OF FUNDERS

26.1 Replacement Entity

The Parties acknowledge that, upon the occurrence of an "Event of Default" by the Seller under the
Financing Agreements and the continuance of such default until the expiry of any period of time
provided for the cure thereof, the Lenders, if any, shall have the right (i) to intervene to cure such "Event
of Default" by the Seller; or (ii) to participate, together with the Buyer, in the appointment of a Substitute
Entity which shall immediately substitute for the Seller in accordance with the terms herein and in the
Direct Agreement.

26.2 Conditions

The Substitution Entity shall be required to provide evidence reasonably satisfactory to the Buyer that
at the date of substitution:
(a) it is legally and validly constituted as a company under Chadian law and has the legal capacity,
power and authority to enter into such agreements as may be necessary to give effect to the
substitution;

(b) it has sufficient financial and technical capacity to perform and assume the obligations of this
Contract; and

(c) it has the ability to meet its financial obligations to the Buyer on or before the date of the
substitution and.

26.3 Substitution

The Lenders shall have the right to implement a substitution in accordance with the terms of this Article
26 within ninety (90) days following the expiration of any applicable grace period. In order to effect the
substitution, the Donors shall notify the Purchaser of their intention and shall provide the Purchaser with
such information as may be necessary to enable the Purchaser to verify that the conditions set forth in

32
 Article 26.2 are met. The Purchaser shall, within two (2) months of such notification, inform the Donors
of its acceptance or rejection of the proposed substitution, which acceptance shall not be refused if the
requirements of Article 26.2 have been satisfied.

27. APPLICABLE LAW AND DISPUTE RESOLUTION

27.1 Applicable law

This Agreement shall be governed by and construed in accordance with the laws of the Republic of
Chad.

This Contract is concluded within the framework of the Central African Regional Electricity Market
Code adopted by Decision N°15/CEEAC/CCEG/XIV/09 laying down the principles governing the
generation, transmission, distribution, import, export, transit, sale of electricity and system and related
services..

It is also concluded within the framework of Law n° 036/PR/2019 of 26 August 2019 relating to the
energy sector in Chad. 014/PR/99 relating to the Production, Transport and Distribution of Electric
Energy.

27.2 Amicable settlement

Any dispute between the Parties relating to, or in connection with this Agreement (hereinafter the
"Dispute"), must be notified by the Party with the greatest diligence to the other Party in order to find
an amicable settlement within thirty (30) days of the notification..

27.3 Independent Expert

27.3.1 In the event of a dispute between the Parties relating to, or in connection with Articles 6.3.2, 7.1.7,
10.2.4, 10.2.5 of this Contract and Appendix 9 entitled "Appendix 9 - Available Electricity" and in the
event that the Parties have not reached an amicable settlement in accordance with Article 27. 2, the
Parties undertake to submit the Dispute to an Independent Expert to be settled in accordance with the
expert appraisal procedure set out in Appendix 8 entitled "Appendix 8 - Procedure Applicable to
Independent Experts" of this Contract..
27.3.2 The Independent Expert must be appointed jointly by the Parties (the "Independent Expert"). The Parties
shall, having regard to the nature of the Dispute, take into account the qualifications, place of residence
and language skills of the Independent Expert in appointing the Independent Expert. The Independent
Expert must speak and write fluently French and must have:

(a) significant experience in the construction, operation and maintenance-maintenance of

photovoltaic generation facilities of the same size and capacity as the Facility; or

(b) significant experience in the financing and economic aspects of project financing of
photovoltaic production facilities; or.

27.3.3 If the Parties fail to jointly appoint an Independent Expert within fifteen (15) days, the Independent
Expert, at the request of the most diligent Party, shall be appointed by the International Chamber of
Commerce (ICC), based in Paris, France..

27.3.4 The Independent Expert appointed must be impartial and independent of the Parties and must, before
accepting his or her mission, communicate in writing to the Parties any event, fact or circumstance which
could directly or indirectly call into question his or her independence and/or impartiality vis-à-vis the Parties.

27.3.5 The Parties and the Independent Expert must define together the Independent Expert's mission and
expressly specify in a written document the field of intervention as well as a list of disputes to be
analysed and dealt with by the Independent Expert.

27.3.6 The Independent Expert in accordance with Appendix 8 entitled "Appendix 8 - Procedure Applicable to
Independent Experts" shall deliver his report within thirty (30) days from the date of appointment, unless an

33
 extension is agreed by the Parties. The Parties agree that the submission of a Dispute to an Independent
Expert shall interrupt any statute of limitations applicable to such Dispute.

27.3.7 In the event of disagreement with the findings of the Independent Expert, a Party may, within thirty (30) days
from the date of receipt of the expert's opinion, submit any dispute to the Arbitration provided for in Article
27.4 for final determination by arbitration. Such recourse to Arbitration shall not suspend the obligation of
the Parties to comply with the findings of the expert.

27.3.8 The provisions of this Article 27.3 relating to the Independent Expert shall not prevent the Parties, by
mutual agreement, from submitting any technical question to an Independent Expert independently of
any Dispute.

27.4 Arbitration

In the event that a Dispute has not been resolved between the Parties through an amicable settlement
under Article 27.2, or in the event of disagreement with the Independent Expert's findings made in
accordance with Article 27.3. 7 and Appendix 8 entitled "Appendix 8 - Procedure Applicable to
Independent Experts", a Party may submit the Dispute to arbitration for final determination pursuant to
the Rules of Arbitration of the International Chamber of Commerce in force as of January 1, 2012, to
be decided by three (3) arbitrators appointed in accordance with such Rules. Any award rendered by the
Arbitral Tribunal shall be final and binding on the Parties and may be declared enforceable by the
competent judicial authorities.

27.4.1 Surrender of immunity.

Each of the Parties hereby expressly and irrevocably waives any right of immunity or protection which
it or its assets enjoy or may hereafter acquire (whether such rights qualify as sovereign or other
immunity), whether in Chad or in a foreign jurisdiction, including immunity from service of process,
immunity from jurisdiction, immunity from execution or diplomatic immunity..

27.4.2 Place of Arbitration

The arbitral tribunal will sit at the CCGA in Abidjan, Côte d'Ivoire.

27.4.4 Language of Arbitration

The language of the procedure will be French.

27.5 Pending Litigation

The existence of any Dispute, claim or disagreement under the terms of this Agreement or any other
document related to the Project or the fact that the outcome of the Dispute or of the proceedings
described herein is pending, shall not as such release or excuse any of the Parties from their existing
duties and obligations under this Agreement, and the Parties shall nevertheless continue to perform this
Agreement in accordance with its terms.

27.5.1 Consolidation of proceedings

A Party may request the joinder of third party claims or additional claims to the arbitral proceedings,
provided that the joinder of the third party to the proceedings is permitted by the Rules. Decisions on
such additional claims, including claims against third parties, shall depend on the determination of
substantially identical questions of law or fact. The Arbitral Tribunal shall permit such joinder of
proceedings; provided that the third party agrees to it in writing.

27.5.2 Consolidation of cases

In the event of a Dispute between the Seller and the State of Chad relating to the Framework Contract, the Buyer
hereby accepts the joinder of proceedings with the said dispute.
.

34
28. MISCELLANEOUS DISPOSITIONS

28.1 Archives and records

The Seller and the Buyer shall maintain complete and accurate records and archives, including, without
limitation, all measurement records and archives and all other required data that may be necessary for
the proper administration of this Contract, for a period of not less than five (5) years or such longer
period as may be required by Applicable Laws or until the resolution of any dispute for which such
records, archives or data are relevant and which arises prior to their destruction. Upon the written request
of the other Party, Seller and Buyer shall, as soon as practicable, make all such records, registers and
data available for inspection and shall provide a reasonable number of copies thereof to representatives
of Buyer or Seller, respectively, upon request..

28.2 Confidentiality

28.2.1 Each Party undertakes to respect the confidential nature of all Confidential Information relating to the
design, financing, construction, insurance, operation, maintenance or management of the Power Station
provided to it by the other Party for the purposes of the Project, with the exception of information in the
public domain. Without prejudice to the generality of the foregoing, the Parties undertake not to publish
or disclose the said documents or information to third parties, except : (i) the appropriate administrative
authorities, (ii) the Donors and other potential investors, or (iii) professional consultants of the Parties
or of the Donors and other potential investors engaged for the purposes of the execution of this Contract.
Notwithstanding the foregoing undertaking, the Parties and the Donors are authorised to disclose the
documents and information referred to above (i) to the extent required by the laws or regulations
governing the Parties and the Donors and other potential investors, and (ii) to the extent reasonably
justified to enable a Party or a Donor acting alone to assert or exercise its respective rights under this
Contract and/or the Financing Agreements.

28.2.2 This Agreement shall remain confidential for a period of two (2) Years after its expiry or termination.

28.2.3 No Party shall be under an obligation of confidentiality in respect of any information, or its obvious
modification, which it can reasonably establish falls within one of the following exceptions:

(a) it was known to the receiving party prior to its receipt from the disclosing party; and;
(b) it is, through no fault of the receiving party, made known to the public; or ;

(c) it has been received by a Party from a third party not bound by an obligation of confidentiality
and having the right to disclose it;

(d) il a été reçu par une partie en provenance d'un tiers non lié par une obligation de confidentialité
et ayant le droit de le divulguer

(e) it is to be disclosed to comply with a judicial or administrative subpoena or order, provided that
the receiving Party first takes all practicable steps to obtain an order protecting the
confidentiality of the information and provided that the receiving Party promptly notifies the
other Party of the intended disclosure in order to give the disclosing Party an opportunity to
intervene to protect the confidentiality of the information; or;

(f) that Party is required by law to disclose the information.

28.2.4 This Agreement does not transfer any rights with respect to the know-how, patents or other intellectual
property rights of a Party and does not create any obligations in this respect.

28.2.5 Each Party expressly declares that it owns or controls, and has full rights and authority to disclose, the
information to the other Party.

28.2.6 Each Party declares that it has no obligation to any third party, whether express or implied, which may
disrupt, impair or limit its ability to comply with the provisions of this Agreement.

35
28.3 Public statements

Neither Party shall publish or cause to be published a press release, or make any other public statement,
concerning the operations under this Contract without the prior written consent of the Parties, provided
that a Party, or its shareholders, Donors or other potential investors, may make a public announcement
to the extent required by law, institutional policy requirements or legal process after giving notice to the
other Party to the extent reasonably possible..

28.4 Relations between the Parties

It is agreed and understood by the Parties that this Contract does not constitute or create any joint
venture, association or legal entity of any kind or any other similar arrangement between the Parties.
The Parties do not provide that the Project constitutes, and under no circumstances shall the Project
constitute or be deemed to constitute, a legal entity, company, association or similar organisation with
legal or taxable personality. Each Party hereto acts only in its own individual and separate capacity and
is not authorised to act as an agent of the Parties, nor does it have the power to bind the other Party.
Neither Party hereby binds another Party, nor makes any representation to any person that it has the
power to bind such other Party, nor makes any other representation relating to or on behalf of such other
Party.

28.5 Election of domicile

28.5.1 For the purposes of this Contract:

(a)
the Buyer shall elect domicile at its registered office, located at 11 rue du Colonel Largeau in
N'Djamena, Republic of Chad;

(b) the Seller shall elect domicile at its registered office, located at Quartier Beguinage Rue
MarseilleBP 5986 N'Djamen before the establishment of a definitive Address in N'Djamena,
Republic of Chad.

28.5.2 No later than the Date of Commencement of Construction, the Buyer shall notify the Seller of the entity
appointed to represent the Buyer in the performance of this Contract.

28.5.3 Within fifteen (15) days of the date of completion of the financing as may be stipulated in the Financing
Agreements, the Seller shall notify the Buyer of the name and address of the bank to which the Buyer
shall send the notices and notifications stipulated under this Contract which are intended for the Lenders.
A change of address shall not become binding until seven (7) days after its notification to the other Party.

28.6 Notification

Addresses and persons to be notified. All communications between the Parties provided for in this
Agreement (unless otherwise provided for in this Agreement) shall be in writing.
with acknowledgement of receipt and shall be delivered to the other Party at the following address, by
courier or facsimile confirmed separately:

Au Vendeur :– MERL SOLAR TCHAD SARL

Attention : Directeur Général CEO
M. Yaya Hassan Haroun
Email :

À l’Acheteur : SNE, BP44 – N’Djamena - TCHAD

Attention : Monsieur le Directeur Général CEO
Mahamat Adoum Ismaël

28.6.2 Receipt of notifications. A notification or other communication given by a Party to the other Party
which:

(a) is delivered by a courier to the addressee at the addressee's stipulated address, during normal

36
 business hours, shall be deemed, in the absence of evidence to the contrary, to have been
received by the addressee at the time of delivery; and

(b) is transmitted by facsimile to the addressee at the addressee's specified facsimile number, shall,
in the absence of evidence to the contrary, be deemed to have been received by the addressee
on the date of receipt of a facsimile or e-mail confirmation in return.

28.6.3 Changes of address. A Party may, by notification to the other Party, change the address or the person to
whom such notifications or communications are to be deliveredhangements d’adresse.

28.6.4 Changes of address. A Party may, by notification to the other Party, change the address or the person to
whom such notifications or communications are to be delivered.

28.7 Language

This Agreement is drawn up in the French language.

28.8 Entire Agreement of the Parties

This Contract cancels and replaces any written or verbal contracts, agreements or conventions that may
have been concluded between the Parties prior to the Date of Signature of this Contract.

28.9 Modifications

No change, amendment or modification of this Contract, with the exception of changes of address, shall
be valid or binding on the Parties unless it is made in writing in advance and duly signed by the Parties.

28.10 Tiers

This Contract is signed exclusively for the benefit of the Parties. Except as expressly provided otherwise
in this Agreement, nothing in this Agreement shall be construed as creating any obligation, duty or
liability in favour of or imposed on any person who is not a party to this Agreement.

28.11 Explicit renunciation

The failure of a Party to perform or delay in performing at any time any of the provisions of this Contract,
or to require at any time the performance by another Party of any of the provisions of this Contract, shall
not be construed as a waiver of compliance with such provisions, and shall not affect the validity of this
Contract or any part thereof, nor the right of such Party to require compliance with any or all of such
provisions at a later date, except as otherwise expressly provided in this Contract..

28.12 Other insurance

Each of the Parties to this Agreement shall do or cause to be done all such acts and execute or procure
the execution of such additional documents or acts as may reasonably be required to give full effect to
this Agreement, in order to obtain performance by each of the Parties hereto of their respective
obligations hereunder.

28.13 Survie

Articles 1 and 28 shall survive the termination of this Agreement for a period of three (3) Years unless
a different period is expressly stated..

28.14 Nullity

If any provision of this Agreement is found to be contrary to Applicable Laws and invalid on that basis,
the remaining provisions shall remain in full force and effect and the Parties shall negotiate, in good
faith, an equitable agreement to replace the invalid provision.

37
Signé à N’Djamena, le _________________________ en six(6) exemplaires originaux, dont deux pour chaque
Partie, par :

MERL SOLAR Technologies GmbH

MERL SOLAR TCHAD SARL

_______________________________________
Par : Eng. Hannes Merl
Directeur Général

_______________________________________ DATE :
Par : M. Yaya Hassan Haroun
Directeur Général

DATE :

LA SOCIÉTÉ NATIONALE La Ministre de l’Énergie

D’ÉLECTRICITÉ

Par :Monsieur MAHAMAT ADOUM

ISMAEL
Directeur Général
RAMATOU MAHAMAT HOUTOUIN
DATE :

38
 Annexe 1
CARACTÉRISTIQUES TECHNIQUES DE LA CENTRALE

NOTE : L’Annexe 1 devra être finalisée par le Vendeur avant la date du Bouclage Financier

A. PRINCIPAUX COMPOSANTS

Lot Caractéristiques

Centrale Capacité nominale maximale (kWDC) 100.000 kWc

Capacité injectée maximale (kWAC) 106.080cos phi 0,9

Modules photovoltaïques Capacité totale (kWc) 100.100 kWc

Nombre 308.000
= Puissance unitaire 325Wc (60 cellules minimum)
Type Cristallin ou équivalent
Fabricant AXITEC, JinkoSolar, Qcells,
Suntech ou équivalent

Onduleurs Capacité totale (kW) 107.520 kW

Nombre 896
Puissance unitaire (kW) 120
Fabricant ABB PVS 120
ou équivalent
Facteur de capacité Réglable entre 0,8 et 1

Transformateurs BT/MT Capacité totale maximum (kVA) 106.080 kVA

Nombre 34x 3,120
Puissance unitaire (kVA) 3120
Tension entrée - Sortie 480V/33 KV
Type 3 AES-SH-3120-MVS-SLC ABB
ou équivalent
Fabricant ABB ou équivalent

Transformateurs MT/HT Capacité totale maximum (kVA) 50.000

Nombre 2
Puissance unitaire (kVA) 50.000
Tension entrée - Sortie 33kV/90 KV
Type 33kV/90kV 50 MVA ABB ou
équivalent ou (SGB Germany)
Fabricant ABB, SGB ou équivalent
Structures de montage Type Fixes
Tracking Non
Inclinaison - Orientation 10° par rapport à l’horizontal - 0°
(Sud)

Poste de Livraison Nombre 1

Comptage Compteur
Nombre 2
Type
Comptage Système Stockage Compteur
Nombre 2
Type

Raccordement Tension 90 KV
Cellule
Type

Consommation des Puissance moyenne

auxiliaires de la Centrale

39
 (Onduleurs, transformateurs, Puissance maximale KAIHATSU
système SCADA,…)
Consommation mensuelle moyenne

Station météorologique

Clôture

B. SCHEMA UNIFILAIRE

[A INSERER]A

C. SCADA SYSTEM

C 1. SCADA SYSTEM SOLAR PARK

The SCADA System shall be able for :

(i) Collecting and storing all relevant data required to monitor Plant performance and energy output, including but not
limited to:
(a) Current, voltage, instantaneous DC supply and DC energy at chain level ;
(b) Instantaneous AC power, AC energy, frequency at each inverter;
(c) Meter readings for billing purposes;
(d) MPP tracking parameters, voltage and frequency set-point, active and reactive power set-point;
(e) The status and alarms of each inverter;
(f) Meteorological station data (temperature, irradiation, humidity, wind speed, wind direction);
(ii) Enable real-time visualization of the status of the Project;
(iii) Allow monitoring of all relevant alarms that require operator intervention;
(iv) Enable the generation and storage of alarms and email notification of configured recipients; and
(v) Enable the possibility of data transmission via the Internet

C 1. SCADA SYSTEM DISPATCHING SNE

The seller must return all the parameters of the power station, the delivery station and the 90 kV line to the SNE dispatching
centre in GARAN GOUSSOU at the end of the order control and display...

D. DELIVERY POINT AND MEASURING DEVICES

In accordance with Article 9.2.1 of the Contract and as illustrated on the single-line diagrams below, the Delivery Point is
located at the level of the 90 KV busbar of the Delivery Station, which will be located on the Solar park Site.

In accordance with Article 10.1 of the Contract and as illustrated in the above single-line diagrams, the Measuring Devices
are electronic meters, one primary and one secondary, located at the Delivery Point and connected to the current transformer
(CT) and the voltage transformer (VT) before the automatic protection switches.
The energy and power measurements must meet the following needs:
(a) Measurement at the Delivery Point of imported and exported active and reactive energies;
(b) The reconstitution of injection flows on the Network;
(c) The measurement of the elements corresponding to the quality of the waveform.

The Measuring Devices include the following equipment:

(a) A multifunction digital meter of accuracy class 0.2S (IEC 62053-22) according to the DLMS protocol for
power and active energy, and accuracy class 0.5S (IEC 62053-22 @ 0 ≤ |PF| ≤ .90) for reactive energy.
(b) Measuring reducers (current transformers and voltage transformers) whose accuracy class and
transformation ratio must be adapted to the Measuring Devices.;
(c) An auxiliary power supply. This power supply must be taken from a specific circuit. It must be possible to
change or switch off this power supply for maintenance or modification operations on the Measuring Devices

40
without affecting the Seller's Control Unit. ;
(d) A telephone and/or Internet connection necessary for remote meter reading.

In accordance with Article 10.2.10 of the Contract, in the event of stoppage or malfunction of the Measuring
Device and the Control Device, the Seller and the Buyer shall meet to estimate as accurately as possible the
quantity of Energy Actually Delivered in accordance with the following procedure:
(a) in the case of missing or invalid data for a period of one (1) hour or less, the missing points shall be
replaced by linear interpolation from the points directly before and after the missing points;
(b) in the case of missing or invalid data for a period exceeding one (1) hour, the missing points shall be
replaced as follows:
i. The Parties shall determine the Solar Irradiation measured by the pyranometers of the Power
Plant. ;

ii. The Parties shall consider the Performance Index of the Power Station of the previous day;

iii. The Parties shall use the following formula to replace the missing points, subject to the approval
of the Donors:

iv.

Avec :
Em : Energy produced missing at time m, in kWh
RPi-1 : the previous day's performance ratio, in %.
Gm : Solar Irradiation measured by the pyrometers on the Power Plant Site (located on the sloping plane
of the modules) at time m, in kWh/m2
Gstc : solar irradiation under standard test conditions equal to 1 kW/m².
P.i : the Installed Peak Power of the Power Station
m : one minute m

E. CONNECTION INSTALLATIONS

The Solar Park will be connected to the Network in accordance with point 6.3.1

The Seller is responsible for the design, supply, construction, installation, testing and commissioning of the
Connection Facilities which will be transferred to the Buyer once the Commercial Commissioning Date has
been reached, all in accordance with the Buyer's specifications, the provisions of the Contract and the
Connection, Transfer and Operation Agreement and the regulations in force.

Connection Line
1. Prior to the start of the connection work, the Seller shall send the Buyer the technical characteristics of the
connection line, the plans and drawings for the connection of the Power Station for approval. The Purchaser
has fifteen (15) Days to make his observations or approve the documents submitted; after this period, these
documents will be deemed to have been approved by the Purchaser. In the event of persistent disagreement
on the observations made by the Purchaser, the Parties shall call upon the services of the Independent Expert
whose findings and recommendations shall be binding on the Parties.
2. The Buyer shall furthermore make available to the Seller, at the Seller's request and at no cost to the Seller,
the technical, logistical and administrative support within the Buyer's competence and required for the
construction (such as, in particular, the provision of the necessary information and access rights, insofar as
the Buyer has such information and access rights, and the interruption of the network if necessary),
connection and powering up of the connecting line. If the Buyer is unable to provide this technical support,
the Seller shall use the services of a third party at its own expense.

41
Equipment and connection work
3. The Seller shall design, supply and install, at its own expense, the equipment for connecting the 90 KV Power
Station to the Network within the perimeter of the GAOUI Source Substation.
4. The connection equipment includes, in particular, the protective devices necessary to ensure safe connection
and operation of the Power Plant. The connection equipment must comply with the codes, standards and rules
applicable to such equipment as well as the reasonable requirements of the Purchaser.
5. The Purchaser is responsible for taking the necessary steps to obtain and maintain the administrative
authorizations and for making available the necessary space within the Source Station to build and install the
connection equipment, with the assistance of the Seller to complete the technical files if necessary.
6. Prior to the start of the connection work, the Seller will send the Buyer for approval the technical
characteristics of the connection equipment, the plans and drawings for the connection of the Power Plant.
The Purchaser shall have fifteen (15) Days to comment on or approve the documents submitted; after this
period, these documents shall be deemed to have been approved by the Purchaser. In the event of persistent
disagreement on the observations made by the Purchaser, the Parties shall call upon the services of the
Independent Expert whose findings and recommendations shall be binding on the Parties.
7. The Seller will carry out the connection works of the Power Station. To this end, the Seller shall send the
Buyer, at the latest fourteen (14) Days before the date scheduled for the start of the work, a request for the
connection to be disconnected.
8. Throughout the duration of the work to connect the Power Station, the Buyer shall provide, at the Seller's
request and free of charge, technical support for the execution of the work.
9. The Buyer undertakes to provide the Seller with any information concerning the Network necessary for the
connection of the Power Station.

Protections
The following protection and features will be included:
(i) Locking of the door switch of the Source and Delivery Stations;
(ii) Overcurrent protection (fuses with disconnecting bases);
(iii) Surge protection. For DC boxes, a specific photovoltaic type 2 surge arrester will be
supplied.;
(iv) Grounding bars connected to the Power Station's grounding system;
(v) Interface of the chain monitoring device with the Central's control system and visual alarm
in the Central's control room in case of abnormal operation of the chain.

42
 Annexe 2
PRICE
The Energy Actually Delivered and, where applicable, the Available Electricity shall be invoiced to the
Purchaser on the basis of the Price as defined in this Appendix. The Price is expressed in Euros per kilowatt-
hour (EUR/kWh), exclusive of VAT, exclusive of taxes of any kind and exclusive of any registration fees for
the Seller's invoices, and shall be paid in CFA Francs.

1. METHOD OF CALCULATING THE ENERGY ACTUALLY DELIVERED AND THE

ELECTRICAL ENERGY AVAILABLE

1.1 Price

The Price of the Energy Actually Delivered and of the Available Electricity is fixed on the Commercial
Commissioning Date at 8.3843 (eight point three eight hundred and three) cEUR/kWh (cents of Euro/kWh),
exclusive of VAT, exclusive of taxes of any kind and exclusive of any registration fees of the Seller's invoices,
for the Term of this Contract, which, at the date hereof, represents 55 (fifty-five) FCFA/kWh. The Price has
been fixed on the basis of an economic equilibrium determined by mutual agreement between the Parties, taking
into account the budgeted costs and enabling the Seller to cover all expenses and charges as described in the
initial pricing model.

1.2 Indexation

The Price for each Contractual Year n (Pn) is adjusted annually according to an indexation index (II) determined on the
basis of the Harmonised Index of Consumer Prices as published in the monthly bulletin of the national household consumer
price index by the Institut National de la Statistique, des Etudes Economiques et Démographiques du Tchad and is
calculated as follows:

𝑷𝒏=𝑷𝟎×(𝟏+min(1% ; max(𝑰𝑰;3%)))

Where :
- The Initial Price (P0) is fixed in Article 14.5 for the first Contract Year.
- The Price (Pn) applicable as from the second Contract Year following the Commercial Commencement
Date is set on 1st January of each year (Year), in application of the following formula:
- The indexation index (II) is determined as follows: 𝐼𝐼 = 𝑁𝐼𝐶-𝐴𝐼𝐶𝐴𝐼𝐶
Where :
• NIC means the final value of the last published value at 31 December of each year of the
Harmonised Index of Consumer Prices as published in the monthly bulletin of the National
Index of Consumer Prices of Households published by the National Institute of Statistics,
Economic and Demographic Studies of Chad ;
• AIC means the final value of the last value published on 31 December of the first Contractual
Year of the Harmonised Index of Consumer Prices as published in the monthly bulletin of the
national index of consumer prices for households by the National Institute of Statistics,
Economic and Demographic Studies of Chad; and
• The minimum limit of the indexation formula is set at 1%(one percent), the maximum limit is
set at 3%(three percent).

2. MECANISME D'AJUSTEMENT

In the event that a Change in Economic Conditions, a Significant Adverse Legislative Change or Government
Action or a Force Majeure affecting the Seller has a significant adverse effect on the Project (provided that an
increase of more than 2% in the Price shall be deemed to have such an adverse effect), including, without
limitation, a Change in Economic Conditions from which the Seller benefits under this Contract, the Price
shall be adjusted in order to restore the economic equilibrium of the Project as described, including, without
limitation, in the Financial Model.
The Seller may avail itself of the effect of the preceding Article 2.1 by sending a notification to the Buyer of
the occurrence of the event in question and invite it to a consultation to agree on the appropriate means to
implement the provisions of Section 2 of Appendix 2.
In the event that the Parties do not reach an agreement on the adjustment of the Price in accordance with
paragraph 2.1 within thirty (30) days from the notification of the event, the Parties shall have recourse to the
Independent Expert whose findings and recommendations shall be binding on the Parties.

43
 Annexe 3
TESTS AND COMMISSIONING PROCEDURE

NOTE : Appendix 3 must be finalized by the Seller and the Buyer before the date of Financial Close.

Designation of the Independent Engineer

The Commissioning Tests shall be carried out herein and shall be validated by a consulting engineer or
independent engineering firm of international repute, with relevant experience in photovoltaic power generation,
jointly engaged by the Seller and the Buyer to act on behalf of the Buyer and the Seller under this Contract (the
"Independent Engineer").

Within 60 days from the Effective Date, the Seller and the Buyer shall jointly appoint the Independent Engineer.
The Independent Engineer shall be nominated by the Seller from the following list of acceptable Independent
Engineers, as may be updated by the Seller:

The Independent Engineer will be appointed jointly by the Seller and the Buyer and will act on behalf of both
the Buyer and the Seller. In this capacity, he has an obligation of advice and diligence towards both Parties.

If the Seller and the Buyer are unable to agree on the choice of an Independent Engineer within fourteen (14)
days then the International Centre for Expertise of the International Chamber of Commerce may appoint an
Independent Engineer in accordance with the provisions relating to the appointment of experts of the Rules for
Expertise of the International Chamber of Commerce.
The fees, costs and expenses of the Independent Engineer shall be borne by the Seller.

General description of the Commissioning Tests

The Commissioning Tests include mechanical acceptance test, functional tests and performance test.

All tests will comply with the requirements of standards or codes, including IEC 62446.
In addition, the Commissioning Tests of the Connection Facilities will be described in the Connection, Transfer
and Operation Agreement.

The mechanical acceptance test is the first test to be undertaken as part of the Commissioning Tests. The
Mechanical Acceptance Test is the standard procedure to verify that the Power Station has been built according
to the requirements of Appendix 1 - Technical Characteristics of the Power Station and the Applicable Laws
and that there are no major technical deficiencies or visual defects.
Elements to be checked include:

(i) The infrastructure of the Site;

(ii) Security systems (e.g. fences, alarms);

(iii) Civil engineering works;

(iv) The mounting structure;

(v) Photovoltaic modules;

(vi) cabling;

(vii) Inverters;

(viii) The direct current distribution system ;

(ix) Transformers;

(x) The medium voltage system;

(xi) The monitoring system and the meteorological system; and

44
 (xii) Measuring Devices.

Functional tests will be carried out by the EPC Sub-Contractor under the construction contract once the
mechanical acceptance test has been successfully completed.

Functional tests will include at least:

(i) Commissioning tests of photovoltaic systems, in accordance with IEC 62446, including at least:

(a) Continuity of earthing tests;

(b) Polarity test ;
(c) Open circuit chain tension test;
(d) Short-circuit current test of the chain;
(e) Circuit insulation resistance DC ;
(ii) Inverter commissioning tests in accordance with equipment manufacturers' commissioning
procedures;

(iii) Commissioning test of the monitoring system (if applicable), in accordance with manufacturers'
recommendations and procedures;

(iv) Testing of low-voltage equipment according to IEC 62446-6 and IEC 62446-7 standards. ;

(v) Medium-voltage (MV) equipment, including at least :

(a) MV transformers according to IEC 60076 and IEC 60726 standards;

(b) MV switchgear for the protection of supply lines and transformers according to IEC 60298;
(vi) Control-command equipment, in accordance with the manufacturer's guidelines, including at least:

(a) SCADA system;

(b) Meter-related equipment; and
(c) Meteorological station.
The Seller shall provide the Independent Engineer with confirmation, together with supporting documentation,
of the successful completion of the Mechanical Acceptance Tests and Functional Tests at least ten days prior to
the scheduled start of the Performance Tests.

The Independent Engineer may, within five days of receipt of this confirmation, ask the Seller for any additional
information he deems necessary to determine whether the mechanical acceptance test and functional tests have
been carried out successfully.

The performance test will be carried out after successful completion of the mechanical acceptance tests and all
functional tests of the main equipment. The purpose of this test is to prove that the Power Plant is capable of
producing energy continuously and with the Power Plant Performance Index of at least 75% of the design value
of the Performance Index for the 1st year as given in Table 2 of Annex 9.

The performance test will take place over 15 days, taking into account the following criteria:
(i) the total daily radiation at the matrix level shall be at least [3.5] kWh/m², and;
(ii) if the minimum daily radiation level is not met, the test shall be extended accordingly by the
number of days required until 15 days meet the minimum radiation level of [3.5]kWh/m²; and
(iii) if the minimum daily radiation level is not met, the test shall be extended accordingly by
the number of days required until 15 days meet the minimum radiation level of [3.5]kWh/m²;
and

(iii) the availability of the Solar park and the Network will be 100%. In the event of unavailability,
the test period will be extended by the number of days required..

45
The Plant Performance Index will be calculated on the basis of the operating data recorded by the SCADA
System as follows:

Where :
(iv) Emeas,j = energy produced (in kWh) over each measurement interval. j ;
(v) Pnom = Installed Peak Power of the Power Station in kWp;
(vi) Gj = radiation in kWh/m², measured for each dosing interval j with an on-site pyrometer
having the same inclination as the modules. When several pyrometers are installed, the
average measurement of the installed pyrometers will be taken into account.;
(vii) Gref = 1 kW/m2 , radiation in reference STC conditions;
(viii) PRmeas = the average Plant Performance Index over the test period.;
(ix) Tmeas,j = ambient temperature measured during each measurement interval j by the
temperature sensors (in °C). When several module temperature sensors are installed, the
average of the temperature sensor measurements will be taken into account. ;
(x) TMod = is the average module temperature as designed during the month in which the
performance test is performed and provided in Table 1 of Annex 9 - Available Electrical
Energy. Where the test is performed over several months, it is the average temperature by
weighting with the irradiation measured for each month. For example, if 75kWh radiation
measured in January during the test and 25kWh radiation measured in February during the
test, the module temperature should be calculated as follows: (75/100)*Tmod_January +
(25/100)* Tmod_February;
(xi) β = Temperature coefficients of the maximum power output of the photovoltaic modules
according to the corresponding data sheets. To avoid any ambiguity, β will be a negative
value; and
(xii) j = 10 minute interval.

The performance tests will be considered successful if the Power Station has achieved a Performance Index of
at least 75% of the design value of the Performance Index for the 1st year as set out in Table 2 of Appendix 9.

Establishment of the Commissioning Test Procedure

The Seller shall inform the Buyer in writing at least thirty (30) days in advance of the date scheduled for the
commencement of the Tests, enclosing a detailed draft procedure for such Tests.
The Tests procedure shall be validated by the Parties within twenty (20) Days following the delivery by the
Seller to the Buyer of the draft detailed Tests procedure.
The Buyer shall provide at the Seller's request and free of charge, the services of qualified personnel, access
rights and other rights that may reasonably be necessary for the performance of the Tests. The Seller's request
must be received by the Buyer not later than seven (07) Days before the date on which the Tests are due to
commence.

46
 Annexe 4
MAINTENANCE PROGRAMME
SOLAR PLANT MAINTENANCE

The Parties agree to coordinate the annual maintenance planning of the Power Plant. To this end, the Seller shall
prepare a standard annual programme for the performance of routine maintenance and a programme for the
performance of major works at the Power Station that may require Scheduled Interruptions. This Maintenance
Programme shall be submitted to the Buyer for approval no later than thirty (15) days before the Commercial
Commissioning Date, such approval not to be unreasonably withheld or delayed. Thereafter, no later than 30
September of each Year, the Seller shall submit the Maintenance Schedule for the following Year to the Buyer
for approval. The Buyer shall have thirty (15) days to approve such schedule, which approval shall not be
unreasonably withheld or delayed. In the event of persistent disagreement as to the implementation of the
provisions relating to the Maintenance Programme, the Parties shall have recourse to the Independent Expert
whose findings and recommendations shall be binding on the Parties.

UNPLANNED SHUTDOWNS OF THE SOLAR PARK

The procedure to be adopted is set out in Article 11.6 of the Contract.

TRANSFER OF EXPERTISE

The Seller undertakes to draw up and implement in agreement with the Buyer, at the beginning of the twentieth
(20th) year following the Commercial Commencement Date, a training and skills transfer plan for the benefit of
the Buyer's agents to take account of the transfer of the Power Station at the expiry of this Contract.

47
 Annexe 5
PROGRAMMING AND DISPATCHING PROCEDURES

NOTE : The PPA provides that the SNE will provide the contents of Annexe 5. In the absence of Annex
5, the Vendor proposes this wording for discussion

Commitments with regard to the availability and quality of the Network's waveform

A. GENERAL COMMITMENTS OF THE BUYER

1. The maintenance of the Network and the Connection Facilities is the responsibility of the Buyer who
operates them.
2. The Buyer guarantees the Seller the operation of the Network in the voltage range of 90 KV +/- 5%, the
frequency range of 50Hz +/- 1% in continuous operation and 50Hz +/- 2% for Network frequency variations
lasting more than 2,000ms (exceptional operating conditions) and the power factor (cos phi) of [-0.90; +0.90].
Failure to comply with these technical characteristics of voltage, frequencies and power factors at the
Delivery Point, the Network shall be deemed to be subject to an Unforeseen Network Interruption.
3. Apart from operating situations falling under Force Majeure, there are, under normal operating conditions,
contingencies inherent to the power system or the Power Plant that are likely to affect the availability and/or
the ability of the Network to evacuate the electricity produced or the quality of the power wave. For these
situations making the Network unavailable or altering the quality of the electric wave, the Purchaser's
Network will be deemed to be subject to an Unforeseen Interruption of the Network beyond the threshold
provided for in Article 2 of this Appendix.
4. The Purchaser may at any time of the day, claim that the Network is unavailable per year with or without
interruptions resulting (i) from an order given by the Purchaser not to inject all or part of the electrical energy
of the Power Station for any reason whatsoever; (ii) from the occurrence of an Event of Default by the
Purchaser ; (iii) as a result of an Authorised Unavailability of the Network, an Unforeseen Interruption of the
Network or variations in the frequency, voltage or power factor (cos phi) of the Network at the Delivery
Point which exceed the limits set out in the Operating Parameters of the Power Station, (iv) as a result of the
occurrence of an event of Force Majeure affecting the Purchaser, for a total of 98% of the Forecast Energy.
Beyond this volume of unavailability of the Network, the Purchaser shall comply with the obligations to
purchase Available Electricity set out herein.
5. The Purchaser may, where technical constraints so require, carry out work for the development, renewal,
operation, maintenance, safety and urgent repairs required by the Network. These works may lead to an
interruption. The Buyer undertakes to make its best efforts to limit the duration of the outages and to schedule
them, as far as possible, at the dates and times likely to cause the least inconvenience to the Seller.
6. The method of monitoring compliance with the Purchaser's undertaking is set out in [Section XX] of this
Annex.
Work on the Network of a non-urgent nature
7. Where the work is not urgent, the Buyer shall contact the Seller to determine by mutual agreement the date
and time of the work and the duration of the ensuing outage, at least seven (07) Days before the date of actual
completion of the work, giving rise to an Authorized Unavailability of the Network.
Work on the Network of an urgent nature
8. When the work is urgent, in particular in the event of an incident requiring immediate repair, the Buyer shall
immediately take the necessary measures and shall notify the Seller by any means and as soon as possible of
the date, time and nature of the repairs and the duration of the ensuing outage, and shall inform the Seller of
the date, time and nature of the repairs.
9. During certain phases of operation on the Network, the capacity to evacuate the energy produced by the
Seller's Power Station may be reduced without this leading to a cut-off. The Buyer undertakes to limit such
unavailability to the strict minimum.
10. When an uninterrupted unavailability is anticipated, the Buyer shall contact the Seller to announce the date,
time and duration of the uninterrupted unavailability in writing at least ten (10) Days before the effective
date.
11. In all the cases mentioned in articles 10 to 12 above, the Network shall be deemed to be subject to an
48
 Unforeseen Interruption of the Network.

B. IMPACT OF CUTS AND EXCESS UNAVAILABILITY

12. In the event that the outages and unavailabilities exceed the Network unavailability threshold indicated in
Article 4 of this Appendix, the quantity of electrical energy not delivered by the Seller, caused by an excess
outage or unavailability, shall be considered as Energy Not Taken Off and shall be calculated using the
formula detailed in Appendix 9.
13. The Available Electric Power due to outages and excess unavailability is calculated whenever necessary. The
billing for the month takes into account the cumulative amount of Energy Not Taken Off for the given month
and an annual adjustment will also be made each year.

C. SELLER'S COMMITMENT
14. The Seller undertakes to maintain the operation of his Solar Park connected to the Network within the voltage
range of 90 KV +/- 5%.
15. The Seller undertakes to maintain the operation of his Solar Park connected to the Network within the
frequency range of 50Hz +/- 1%.
16. The Seller undertakes to deliver the energy at the Delivery Point at a Cosinus Phi of between -0.96 and 0.96
during the production period.
17. If these technical characteristics of voltage and frequencies are not respected at the Delivery Point, the Solar
Park will be considered unavailable for the duration of the malfunction.
18. The Seller undertakes to equip the Solar Park with monitoring devices capable of predicting in advance the
passage of meteorological disturbances that would lead to a significant drop in the Power Plant's production
in order to warn the Buyer's Dispatch Centre of such disturbances.
19. On the basis of these meteorological forecasting systems and the planning of maintenance operations, the
Seller undertakes to transmit to the Buyer (by email or FTP transfer) the forecasts of the Energy Actually
Delivered by the Power Plant:
a. An annual estimate at least 5 days before the start of each Contract Year of the net monthly energy
production
b. An hourly forecast over 24 hours transmitted each day at the latest the day before.
The Seller will not be bound by its forecasts, which will be provided as an indication to the Buyer in order
to assist him in programming the various sources of electricity injection into the network.

49
 Annexe 6
SITE MAP OF THE SOLAR PARK

[INSERT THE TOPOGRAPHIC SURVEY STOPPED BY THE PARTS]

50
[EMEA_ACTIVE 300583917_9]
 Annexe 7
CONSTRUCTION PROGRAMME

51
[EMEA_ACTIVE 300583917_9]
 Annexe 8
PROCEDURE APPLICABLE TO THE INDEPENDENT EXPERT

NOTE : Appendix 8 must be finalised by the Seller and the Buyer before the date of Financial
Close.

Procedure in case of Dispute

In the event of a Dispute, which cannot be settled amicably, the procedure is as follows:
1. The Party wishing to bring the matter before the Independent Expert shall notify the other Party
of the Dispute ("Dispute Notice"). This Notice shall contain the following information:
a. A description of the Dispute,
b. A statement of the main arguments relied upon by the requesting Party, and
c. All written materials in support of these arguments.
2. The Parties agree to meet within twenty-four (24) hours following the Notice of Dispute in order
to agree on the Independent Expert's mission, in particular the field of intervention and the list
of disputes to be analyzed and dealt with by the Independent Expert, in accordance with Article
27.3.5 of the Contract, and in order to choose one of the Independent Experts from the list
provided below:
- [INSERT THE LIST]

3. In accordance with Article 27.3.3 of the Contract, if the Parties fail to jointly appoint an
Independent Expert within fifteen (15) days, the Independent Expert, at the request of the most
diligent Party, shall be appointed by the International Chamber of Commerce (ICC), based in
Paris, France.
4. The Parties shall decide by mutual agreement whether the Independent Expert is a technical or
financial expert, in accordance with Article 27.3.2 of the Contract. If the Parties are unable to
reach an agreement, a technical expert and a financial expert shall be appointed, it being
understood that the technical expert shall be deemed to be the Independent Expert and shall
subcontract to the financial expert the work he deems necessary.
5. The procedure for the appointment of an Independent Expert applies to each Dispute.
6. The requesting Party shall have a period of one (1) working day from the appointment of the
Independent Expert to provide the Independent Expert with all the information relating to the
Dispute described in point 1.1 (a) above.
7. The other Party shall have five (5) days from receipt of the Notice of Dispute to serve its response
("Notice of Response"). The Reply Notice, which must be sent simultaneously to the requesting
Party and the Independent Expert, shall contain the following information:
a. A statement of the other Party's position and arguments in response to the request made,
and
b. All written materials in support of the said position and arguments.
8. Unless otherwise agreed by the Parties, a meeting aimed at giving the Parties the opportunity to
explain their positions orally to the Independent Expert and giving the Independent Expert the
opportunity to request any additional information he considers appropriate shall be held within
twelve (12) days of the appointment of the Independent Expert. The date and place of this
meeting shall be fixed by the Independent Expert within two (2) days following the date of his

52
 appointment.
9. The Independent Expert may, before, during or after the meeting, request from the Parties such
additional information as he considers necessary. The Independent Expert may visit the Site,
subject to at least twenty-four (24) days' notice before the time of his visit, in order to allow the
other Parties to be present.
10. The Parties may be assisted by a lawyer. The procedure shall be conducted in French, but for
documents initially drafted in English, the Parties shall have the right to submit their original
version to the Independent Expert in support of their arguments.
11. Unless otherwise agreed by the Parties, the Independent Expert shall give notice of his decision,
the reasoning of which must be presented in writing, to each of the Parties within eight (8) days
following the meeting.
12. 12. Unless otherwise stipulated in this Contract, the decision of the Independent Expert shall
be rendered within a maximum period of thirty (30) days following his appointment, except in
cases where, due to the unavailability of all the experts on the list, the said appointment is made
by the International Chamber of Commerce and Industry, in which case the period shall begin
to run from the date on which notification of the name of the expert appointed by the said
Chairman is received by the Parties.
13. In the event that the Independent Expert is unable to render his decision within the time limit set,
each Party may invoke the arbitration procedure provided for in this Contract, provided that the
Parties agree to extend the time limit within which the Independent Expert must render his
decision.
14. The costs of the proceedings and the Independent Expert's fees shall be divided equally between
the Parties and each Party shall bear sole responsibility for its own costs, provided, however, that
the Parties may refuse to pay the Independent Expert's fees if the Independent Expert commits a
fault in the performance of his mission.

53
 Annexe 9
ELECTRICAL ENERGY (EP, EED, EEL, ENE)

NOTE : Appendix 9 must be finalised by the Seller before the date of Financial Close.

« Effectively Delivered Energy means the active energy actually delivered by the Seller to the Buyer at
or EEL» the Delivery Point and measured by the Measuring Devices. The Energy
Actually Delivered is free of any energy consumed by the Power Plant
equipment to ensure its operation, such as inverters, transformers, the
Scada System (the "Internal Consumption").

« Available Electrical Energy means the quantity of electrical energy which could actually have been
or EED» produced by the Power Station, but which was not produced and
delivered in full due to an impossibility to do so resulting from (i) an
order given by the Purchaser not to inject all or part of the electrical
energy of the Power Station for any reason whatsoever; (ii) the
occurrence of an Event of Default by the Purchaser; (iii) as a result of
Authorised Network Unavailability, Unforeseen Network Outage or
variations in the frequency, voltage or power factor (cos phi) of the
Network at the Delivery Point which exceed the limits set out in the
Operating Parameters of the Power Station, (iv) as a result of the
occurrence of an event of Force Majeure affecting the Purchaser..

Energy Not Taken Off or ENE means the quantity of chargeable electrical energy not removed as a result
of (i) an order given by the Purchaser not to inject all or part of the
electrical energy of the Power Station for any reason whatsoever; (ii) the
occurrence of an Event of Default by the Purchaser; (iii) as a result of
Authorised Network Unavailability, Unforeseen Network Outage or
variations in the frequency, voltage or power factor (cos phi) of the
Network at the Delivery Point which exceed the limits set out in the
Operating Parameters of the Power Station, (iv) as a result of the
occurrence of an event of Force Majeure affecting the Purchaser..

« Energy Forecasting or EP» means the theoretical quantity of electrical energy that the Power Plant
would be able to deliver to the Delivery Point in kilowatt-hours (kWh),
under normal technical and Solar Irradiation conditions (i.e. the effective
quantity of solar irradiation energy at the Power Plant Site measured by
the pyrometers and the meteo-photovoltaic station installed at the said
Site and for a given period (in KWh / m² / p (period)).

54
 A. Calculation method for the Estimated Energy (EP in kWh, to be produced theoretically by the
Power Plant).

1. Historical table of the average temperature of the modules expected on the Power Plant site: average
monthly module temperature (T.mod), for example the GAOUI site in N'Djamena.

Month Monthly average

module temperature
(°C)
January
February
March
April
May
June
July
August
September
October
November
Dezember
Table 1

3. Energy Forecast (EP in kWh).

For the first year of operation, the monthly and annual Forecast Energy of the Power Plant is calculated as follows:

Monthly :

With :
EP.1m : the Monthly Forecast Energy for month m of year 1, in kWh/month
RP.1m : the monthly performance ratio for month m of year 1, as a %.
β : the temperature coefficient of the module data sheet, in %/°C
Tmod,m : the monthly average of the expected module temperature as set out in the table in Part A1 of this
Annex
Tmes,m : the monthly average of the module temperature measured by the temperature sensors placed on
the back of the modules during month m of year 1, in °C
Gi,m : Solar Irradiation measured by the pyranometers on the Power Plant Site (located on the inclined
plane of the modules) during month m of year 1, in kWh/m2
Gstc : solar irradiation under standard test conditions equal to 1 kW/m².
P.i : the Installed Peak Power of the Power Station
m : a particular month

The first month, being the month of the Commercial Commencement Date, will not be a full month, however the Forecast
Energy will be calculated pro rata to the number of days in that first month.
Annually :

With :
EP.1 : Forecast Energy for year 1, in kWh
EP.1m : the Energy Forecast for one month m of year 1, in kWh
m : a particular month
For the first year of operation, the Annual Forecast Energy will be reviewed at the end of the year based on the updated
performance ratio of the Power Plant as presented in section A4.
55
From the second year of operation, the monthly and annual Forecast Energy of the Power Plant is calculated as follows:
monthly

With :
EP.1m : the Monthly Forecast Energy for month m of year 1, in kWh/month
RP.1m : the monthly performance ratio for month m of year 1, as a %.
Gi,m : Solar Irradiation measured by the pyranometers on the Power Plant Site (located on the inclined
plane of the modules) during month m of year 1, in kWh/m2
Gstc : solar irradiation under standard test conditions equal to 1 kW/m².
P.i : the Installed Peak Power of the Power Station
m : a particular month
n : une année d’exploitation donnée

Annuellement :

Avec :
EP.n : l’Energie Prévisionnelle de l’année n, en kWh
EP.nm : l’Energie Prévisionnelle d’un mois m de l’année n, en kWh
m : un mois donné
n : a given operating year
4. Solar Park Performance Index.

For the first financial year, the Power Plant Performance Index (RP.1) is given monthly and annually by the Seller on the
basis of :
- The Installed Peak Power of the Power Station P. i (kWp);
- The overall efficiency of the Plant components (inverters, transformers, etc.) and also including the internal
consumption of the Plant;

Month Monthly average

module temperature
(°C)
January
February
March
April
May
June
July
August
September
October
November
Dezember
Average
annual RP
(RP.1)
Table 2

56
The first month, being the month of the Commercial Commencement Date, will not be a full month, however the Central
Performance Index will be calculated pro rata to the number of days in that first month.
At the end of the first year of operation, the Performance Index will be adjusted according to the results of the performance
tests of the Power Station:

With :
RP.n : the monthly performance ratio for year n (for year 1, the monthly performance ratio for month
m), in %.
Gd : the sum of the Solar Irradiations measured by the pyrometers on the Power Plant Site (located on
the inclined plane of the modules) during the period d, in kWh/m2.
Gstc : solar irradiation under standard test conditions equal to 1 kW/m².
EELd: Energy Actually Delivered during period d, in kWh
P.i : the Installed Peak Power of the Power Station
T1 : the Rate of Performance Deterioration of the Power Plant during the first year of operation
(T1=T+XX)
d: a period (continuous or discontinuous) during the first year of a duration to be determined between the Parties during
which all the energy produced by the Power Plant was effectively delivered, i.e. the availability of the Power Plant and the
network were both 100%.
From the second year of the financial year:
It is agreed that the Rate of Performance Deterioration of the Power Plant T shall be [0.4%]. The annual RP.n performance
ratio will be calculated by applying the Plant Performance Deterioration Rate T. The Performance Ratio RP.n for year n
will be calculated as follows from the second year onwards:

With

n : a given operating year (n ≥ 2).

57
 B. Calculation method for Available Electrical Energy (EED in kWh).

Available capacity (in kWp).

The available capacity is calculated as an average value over the operating period i using the following formula:

CDi

Where :
- CDi is the available capacity recorded during operating period i for "k" 10-minute periods, in kWp.
- j is the ten-minute period.
-- k
WA.is the number of complete ten-minute periods that have elapsed in i; (if i is 1 hour k = 6);
WA is calculated every ten (10) minutes during operating period i using the formula :

WA =

is a weighted average of the available capacity of each module over the 10-minute period.

Where
- UAi is the availability of module i during operating period j which is in a functional state capable of generating
electrical energy. It is understood that if an inverter or transformer does not operate for reasons other than those
mentioned in article 13.2.1 all modules located upstream of the point of malfunction will not be considered as
being able to inject.
UAi is determined every ten minutes (10) by analysing the operation of the inverters and transformers at the Data
Loggers. AUi availability for each 10 minute period j during an operating period i shall be measured by the Seller.
- Uci is the nominal capacity of the unit i (kWp) ;
- n is the number of modules in the Central, and
- i is the module.

58
 2. Available Electrical Energy.
Available Electrical Energy means the quantity of electrical energy that could have actually been produced by the Power
Plant, but which has not been produced and delivered in full due to an impossibility to do so resulting from (i) an order
given by the Purchaser not to inject all or part of the electrical energy of the Power Plant for any reason whatsoever; (ii)
the occurrence of an Event of Default by the Purchaser; (iii) an Authorised Unauthorised Unavailability of the Network,
an Unforeseen Interruption of the Network or variations in the frequency, voltage or power factor (cos phi) of the Network
at the Delivery Point which exceed the limits set out in the Operating Parameters of the Power Station, (iv) the occurrence
of an Event of Force Majeure affecting the Purchaser.
It is calculated monthly and annually by the following formulas:
Monthly :

With :
EED.nm: Monthly Available Electrical Energy of month m and year n, in kWh/month
RP.n : the monthly performance ratio for year n (for year 1, the monthly performance ratio for month
m), in %.
CDi: available capacity during downtime i, in kWp
Gi: the sum of the Solar Irradiations measured by the pyranometers on the Power Plant Site (located on
the inclined plane of the modules) for each 10-minute period k during the unavailability period i, in
kWh/m2.
Gstc: solar irradiation under standard test conditions equal to 1 kW/m².
β: the temperature coefficient of the module data sheet, in %/°C
Tmod,m: the average of the expected module temperature for month m as set out in the table in Part A1
of this Annex.
Tmes,i: the average of the module temperature measured at each 10 minute interval k during each outage
period i by the temperature sensors on the back of the modules, in °C
i : a period of unavailability during the month m whatever they may be (due to (i) an order given by the
Purchaser not to inject all or part of the electrical energy of the Power Station for any reason whatsoever,
which includes in particular an Emergency Shutdown; (ii) the occurrence of an Event of Default by the
Purchaser; (iii) as a result of Authorized Unavailability of the Network, Unforeseen Outage of the
Network or variations in the frequency, voltage or power factor (cos phi) of the Network at the Delivery
Point which exceed the limits set out in the Operating Parameters of the Power Station, (iv) as a result
of the occurrence of an event of Force Majeure affecting the Purchaser);
x: the total number of periods of unavailability during month m
m: a given monthLe premier mois de la première année, étant le mois de la Date de Mise Commerciale,
ne sera pas un mois complet, néanmoins l’Energie Electrique Disponible sera calculée au pro-rata du
nombre de jours de ce premier mois.

Yearly :

With :
EEDm: Available Electricity Energy per month m, in kWh
EEDm: Annual Available Electricity Energy of a year n, in kWh
m: a given month
n: one year of operation

4. Electrical Energy Measurement Available.

For the calculation of the Available Electrical Energy, the following data (Measured Data) are required:
o The global direct irradiation in the plane of the panels (in kW/m2)
o Atmospheric temperature at the height of the panels
o The production capacity of each string, each inverter and each transformer station (in kWh)
o The total production of the Power Plant (in KWh) o The voltage at the Delivery Point (in V)
o Frequency at the Delivery Point (in Hz)
o Inverter output voltage and transformer substation output voltage o Inverter output frequency

In order to measure the Available Electrical Energy, the Seller, on the one hand, will use the Device for Measuring the
Effectively Delivered Energy for the measurements of:
- Voltage at the Point of Delivery
- Frequency at the Delivery Point
- Global production
59
And on the other hand, will install on the Site, at its own expense, the following measuring equipment (Measuring
Elements):
- 2 pyrometers conforming to the ISO9060 standard mounted horizontally on the module support structures, at the
highest point of the modules, one of which will be the Reference Pyrometer and will be used as the basis for
calculating the Available Electrical Energy.
- 2 precision temperature probes +/-0.5°C mounted next to each of the Pyrometers. The probe mounted next to the
Reference Pyrometer will be called the Reference Temperature Probe and will be used as the basis for calculating
the Available Electrical Energy.
- One (or more) data logger(s) for information from module strings, inverters and transformer stations.
- A Reference Data Logger that retrieves all the information contained in the other measuring elements.

The installation of these Measuring Elements must be confirmed by the Independent Engineer. Once installed, they may
not be moved unless mutually agreed by both Parties.
The measured data shall be recorded as average values of the data taken every ten (10) minutes at ten (10) minute
intervals

Access to data
The measured data will be transmitted together with the monthly invoice by the Seller to the Buyer every month in the
form of a table in the format [to be defined].
The Buyer and the Seller each have access to the data of the measurement elements without having the right to modify
them.
If the data can be consulted via the Internet, the Seller and the Buyer must be able to consult this data at any time.
If the data cannot be transmitted electronically, the measured data shall be recorded by a data logger and the date of
recording shall be indicated;
The Independent Engineer shall certify the date and values of the recording.
The measured data will, in any case, be stored [for a period of ] and analysed by the Seller and the Buyer to assess the
Available Electric Energy.
In the event that this calculation is disputed, the Available Electricity will be calculated by the Independent Expert as
stipulated in Article 27.3.

Checking the Available Electrical Energy measuring device.

An initial joint verification of the measurement elements is carried out at the latest on the Date of Commercial
Operation.
The Purchaser may request verification of the accuracy of the measuring elements at any time. The costs of such
verification shall be borne by the Buyer unless the accuracy of the measuring elements does not meet the [required
degree of accuracy as stated above], in which case such costs shall be borne by the Seller. In case of disagreement, the
Parties shall refer the matter to an Independent Expert as provided in Article 27.3.

The Seller shall have a time calibration of the measuring instruments carried out, at his own expense, so that they are all
calibrated on the same time sequence on the Date of Commercial Operation and as often as he deems necessary.
The Seller shall have the pyrometers and temperature sensors calibrated and re-calibrated at its own expense [and if
necessary] in the presence of the Buyer once every two (2) years during the month in which the anniversary of the
Commercial Commencement Date occurs.
Pyrometers shall be cleaned as often as necessary to achieve the highest measurement accuracy.
The Seller may also have the pyrometers and temperature sensors calibrated and re-calibrated at his own expense at any
time if a measurement difference between the two pyrometers of more than 15% and a temperature difference between the
two temperature sensors of more than 1.5°C is identified.
The calibration of the equipment shall be entrusted to an independent calibration and calibration agency approved by the
Purchaser (acting reasonably) which shall communicate its report to both Parties within ten (10) days from the start of its
assignment.
The measurements will also be compared with satellite measurements.
(To be comparable, satellite measurements or pyrometer measurements must be calibrated to be in the same time
sequence).
On an hourly basis, the recorded satellite data should not show a difference of more than 20% with the ground data.
In the event that one of the temperature or irradiation measuring instruments is defective, the measurements made by that
instrument will be substituted by the satellite data for the periods in question until the measuring instrument is repaired.
In the event that a data record concerning the functioning capacity of the elements of the Power Station cannot be made:

- If this concerns a string, in this case the string will be considered defective.
- If this concerns an inverter or transformer station, in this case a check of its operation will be carried out either
by carrying out manual tests or by comparing the sum of the output of the inverters or transformer stations with
the Energy Actually Delivered.
(e.g. by comparing the sum of the measured data output from the inverters with the Measuring Device and, if
applicable, with the Control Device.

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In case the Measuring Device is faulty, the voltage and frequency data recorded at the Control Device will be taken as a
reference. If both devices are faulty, the voltages and frequencies at the output of the transformer stations recorded by the
Reference Cataloguer will be taken as reference.

C. Electrical Energy Actually Delivered (EEL in kWh).

The Energy Actually Delivered is the active energy actually delivered by the Seller to the Buyer at the Delivery Point and
measured by the Measuring Devices. The Energy Actually Delivered is free of any energy consumed by the equipment of
the Power Station to ensure its operation, such as inverters, transformers, the Scada System (the "Internal Consumption").

D. Energy Not Taken Off (ENE in kWh):

The calculation of the Energy Not Removed (ENE) is carried out according to the following formula, subject to the
approval of the Donors :

With :
ENEi: Energy Not Removed for period i, in kWh
EEDi: Available Electrical Energy for period i, in kWh
EPi: the Forecast Energy for period i, in kWh
i: a period which may be either a month m or a Year a

The first month of the first year, being the month of the Commercial Commencement Date, shall not be a full
month, however the Energy Not Removed shall be calculated pro rata to the number of days in that first month.

E. Calculation of plant availability

In accordance with Article 14.8 of the Contract, the availability of the Power Station (DC) must be greater than or equal to
95%, otherwise the Seller shall pay a Performance Penalty as set out below.

Monthly or annual availability of the Solar Park:

Where:
i: one month or one year
EELi: Energy Actually Delivered during period i in kWh
EEDi: Electric Energy Available during period i in kWh
EPi: the Energy Forecast for period i.
The first month of the first year, being the month of the Commercial Commencement Date, will not be a full month,
however the Availability of the Centre will be calculated on a pro rata basis according to the number of days in that first
month.

F. Monthly and annual statements

- For the purpose of calculating the Seller's remuneration and the Non-Performance Penalty, a monthly
statement of Available Electrical Energy (EED) and Effectively Delivered Energy (EEL) is prepared and
attached to the Monthly Advance Payment invoice.
- For the purpose of calculating the final annual adjustment statement, a statement of the cumulative annual
Available Electric Energy (EED) and Effectively Delivered Energy (EEL) is prepared and attached to the
Annual Adjustment Invoice.

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 Annexe 10
Modèle de Lettre de Crédit
NOTE : L’Annexe 11 devra être validée avec la banque émettrice de la garantie
[NOM ET ENTÊTE
DE LA BANQUE GARANTE]

ENTRE LES SOUSSIGNEES :

(1) [NAME OF THE GUARANTOR BANK],

represented for the purposes hereof by [●],

(hereinafter the "Guarantor".)

et

(2) (2) [NAME OF THE SELLER], A COMPANY [●], REGISTERED IN THE REGISTER OF [●] UNDER THE NUMBER
[●], HAVING ITS REGISTERED OFFICE AT [●].,
represented for the purposes hereof by [●],
(herinafter the « Bénéficiaire »).

BEING PREVIOUSLY SET OUT THE FOLLOWING:

(A) (A) The State of Chad concluded on [●] with the Beneficiary, a framework contract for the financing, design,
construction, operation and maintenance-maintenance of photovoltaic solar power plants..

(B) (B) A power purchase agreement, dated [●], has been concluded between (i) the Beneficiary, as seller, and (ii)
the Société Nationale d'Electricité, a public limited company with its registered office at [●], registered in the
N'Djaména Trade and Personal Property Credit Register under number [●] ("SNE"), as purchaser, specifying the
terms and conditions under which the Beneficiary will supply the electricity produced by the project, in return for
remuneration (the "Electricity Purchase Contract").

(C) (C) In accordance with the provisions of Article [●] of the Electricity Purchase Contract, SNE shall, at its own
expense, obtain and remit to the Beneficiary a reusable and irrevocable letter of credit to guarantee the payment
of an amount equal to the equivalent of twelve (12) monthly bills due by SNE pursuant to the Electricity Purchase
Contract (the "Guarantee")..

1. DEFINITIONS

In case of performance versus express delivery, the terms employed under the guarantee are not used:

Contractual Year means the period of twelve (12) months from [●], corresponding to the commencement date of the
Electricity Purchase Contract.Annexe désigne une annexe de la Garantie (et qui en fait partie intégrante) ;

Article means an article of the Guarantee ;

Electric Power Purchase Contract has the meaning ascribed to it in paragraph (B) of the preamble;

Principal means SNE; and

Guarantee has the meaning ascribed to it in paragraph (C) of the Preamble.

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2. GARANTIE

2.1 Object of the Guarantee

2.1 2.1.1 The Guarantor undertakes irrevocably, unconditionally and autonomously in favour of the
Beneficiary : (i) to pay it all sums for an amount equal to [●] ([●]) FCFA (the "Guaranteed Amount") at the
first request of the Beneficiary, notified in the form of Appendix I (the "Request for Payment") and under the
conditions of this Article 2; and (ii) to renew the Guaranteed Amount in full on the Business Day following any
payment made by the Guarantor under the Guarantee. Consequently, for as long as the Guarantee is in force,
the Beneficiary may make any other Request for Payment to the Guarantor in accordance with the provisions
of the Guarantee..

2.1.1 The Guaranteed Amount will be automatically adjusted at the beginning of each Contract Year,
will be notified to the Beneficiary and will be due by the Guarantor under the Guarantee (the "Adjusted
Guaranteed Amount").

2.2 Warranty call procedures

2.2.1 The Guarantee may be the subject of one or more Payment Requests, each within the limit of the
Guaranteed Amount or, as the case may be, the Adjusted Guaranteed Amount..

2.2.2 The Request for Payment shall:

(a) be drawn up in accordance with the model set out in Annex I of the Guarantee;

(b) refer to the Guarantee and indicate the amount requested;

(c) be notified by registered letter with a request for acknowledgement of receipt; and

(i) be addressed by the Beneficiary to the Guarantor for the attention of the person and at the address
indicated below..

2.2.3 The Guarantor must make any payment which is the subject of a Request for Payment within [] ([])
Business Days of its receipt by the Guarantor.

2.2.4 Any sum due by the Guarantor under the Guarantee will be paid in CFA francs, without deduction or
compensation for any reason whatsoever. All such payments will be made net of any reductions or withholdings of a
fiscal nature, which remain the responsibility of the Guarantor.

3. INTERESTS

If the Guarantor fails to pay on the due date the amount indicated in a Request for Payment, the unpaid amount
shall bear interest by way of late payment penalty at the base rate of the BEAC plus two percent (2%) calculated
per day of delay until full payment of the unpaid amount in principal and interest has been made; and this ipso jure,
without prior notice, and subject to all other rights and actions of the Beneficiary.

4. NO BENEFIT OF DISCUSSION

The Guarantor shall have no right to verify or ascertain the accuracy of any declaration contained in a Request for
Payment and notified by the Beneficiary, and, in particular, the Guarantor may not dispute, in any way whatsoever,
the amount claimed in respect of a Request for Payment, except in the event of fraud.

5. INDEPENDENT AND AUTONOMOUS NATURE OF THE GUARANTEE

The Guarantor expressly acknowledges that the Guarantee is not a surety bond but an irrevocable, autonomous and
unconditional commitment to pay any amount stipulated in a Request for Payment, regardless of the current or
future relationship between the Guarantor and the Beneficiary. Consequently, the obligations of the Guarantor
hereunder may not be the subject of any counterclaim, set-off, deduction, reduction, abatement, deferral, reduction
or defense.

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 6. DURATION

The Guarantee will take effect from the date hereof and the Guarantor's obligations under the Guarantee will
terminate on the earliest of the following dates:

(a) the date of receipt by the Guarantor of a letter from the Beneficiary in accordance with the model set out

in Annex II (Model Notification of Release of Guarantor) confirming that the Guarantor is released; or

(b) within six (6) months of the expiry of the Power Purchase Agreement; or.

7. RECOURSES

The Guarantor shall have no recourse whatsoever against the Beneficiary with respect to the amounts paid under
the Guarantee.

8. DECLARATIONS AND GUARANTEES

The Guarantor hereby makes the following representations and warranties for the benefit of the Beneficiary:

8.1 Powers and authorizations

The Guarantor is authorised to enter into and execute the Guarantee and has taken all measures and actions
necessary to enter into, issue and execute the Guarantee..

8.2 Validity

8.3 The Guarantee creates legal, valid, opposable and enforceable obligations and said obligations will be treated as
such by the competent courts.

8.4 Autorisations

8.5 All authorisations required for the conclusion, execution, validity and enforceability of the Guarantee have been
obtained or carried out and are in force and will remain in force.

8.6 Pari passu

8.7 The obligations of the Guarantor shall rank at least pari passu in law and priority of payment with its other present
and future unsecured and unsubordinated obligations, with the exception of those obligations which have a priority
character required by law and which are binding on the Guarantor.

8.8 Stamp or registration duties

8.9 Any stamp or registration duty or related taxes or charges payable in connection with the Guarantee will be
promptly paid by the Guarantor.

8.10 Immunity

8.11 Subject to applicable law, the Guarantor may not raise or invoke any immunity whatsoever in any
proceedings, application for compulsory execution, seizure or any other legal proceedings in connection with the
Guarantee.

8.12 No conflicts or violations

8.13 The conclusion and execution by the Guarantor of the Guarantee are not and will not be contrary to the
articles of association of the Guarantor, to any law or regulation or to any document binding or enforceable against
the Guarantor.

64
 9. CESSION

All rights, privileges and powers granted to the Beneficiary by virtue of the Guarantee may not be assigned or
transferred to third parties, except in the event of assignment of the Electricity Purchase Contract as notified to the
Guarantor by the Beneficiary..

10. NOTIFICATIONS

All notifications or requests made to the Guarantor must be made by registered mail with a request for
acknowledgement of receipt, and will be considered effective upon receipt by the addressee at the following
addresses:

(a) Pour le Garant :

[●],
[Attention]
[Adresse]
Télécopie : [●]
Email : [●]

(b) Pour le Bénéficiaire :

[●],
[Attention]
[Adresse]
Télécopie : [●]
Email : [●]

11. FEES

The Guarantor undertakes to pay on first demand all costs and disbursements (including reasonable costs, fees and
disbursements of the Beneficiary's counsel) incurred in connection with the performance or preservation of the
Beneficiary's rights hereunder.

12. APPLICABLE LAW AND JURISDICTION

The Guarantee shall be governed and interpreted in accordance with Chadian law, in particular the provisions of
the OHADA Uniform Act on the organisation of securities.
Any dispute concerning the validity, interpretation or execution of the Guarantee shall be submitted to the exclusive
jurisdiction of the Common Court of Justice and Arbitration ("CCJA") in accordance with the CCJA Arbitration
Rules in force at the beginning of the arbitration and shall be decided by a sole arbitrator who must be fluent in
French and English.
The language of the proceedings shall be French and the place of arbitration shall be Abidjan, Côte d'Ivoire.

Done at [●], on [●], in [●] originals

For [NAME OF THE GUARANTEE BANK]

Guarantor

For [NAME OF THE BENEFICIARY]

Beneficiary

65
 ANNEXE I : MODEL OF PAYMENT REQUEST

[Beneficiary's letterhead]

A [], le []
Registered letter with acknowledgement of receipt
Objet : Letter of Credit dated [●] (the "Guarantee")

For the attention of []

Mr,

We refer to the Guarantee that you have granted for the benefit of [] by deed dated [] for a maximum amount of [] ([]) FCFA.
The terms used in this application have the meaning attributed to them in the Guarantee.

We hereby declare to you that an amount has become due and payable under section [] of the Power Purchase Agreement
and has remained unpaid in accordance with the terms of the Power Purchase Agreement..

In accordance with the provisions of the Guarantee, we kindly ask you to pay us at the latest within [] ([]) Days from receipt
of the present request the sum of [] FCFA by transfer to the order of [] to the bank account whose references are as follows:

[]
Please accept, Sir, the assurance of our highest esteem..

M. []

66
 ANNEXE II : MODEL NOTIFICATION OF RELEASE OF THE GUARANTOR

[Beneficiary's letterhead]

c.
A [], le []
Registered letter with acknowledgement of receipt (or hand-delivered to the customer)

Objet : Letter of Credit dated [●] (the "Guarantee")

To the attention of []

Mister,
We refer to the Guarantee that you have granted for the benefit of [] by deed dated [] for a maximum amount of [] ([]) FCFA.

The terms used in this Notification of Release of the Guarantor have the meaning ascribed to them in the Guarantee.

We hereby declare that you are released from your obligations as Guarantor under the Guarantee.

Accordingly, the date of receipt of this Notification of Release of the Guarantor constitutes an expiry date of the Guarantee.

Please accept, Sir, the assurance of our best wishes.

M.
[]

Copy to : [Principal]

67