GE Renewable Energy - Onshore Wind

Doddanavar Global Energy Pvt. Ltd.

Proposal for Equipment Supply, Logistics and Installation & Commissioning Services
For Wind Farm Project in Begaum Karnataka (40 MW)
12 x GE 2.7-132-130m HH WTG, 50 Hz (SFDC ID: 728751)

Dated: 12th June 2019

GE PROPRIETARY INFORMATION
 GE India Industrial Pvt. Ltd.
6th Floor, Building No 7A,
DLF Cyber City, Phase III, Sector 25A,
Gurgaon - 122002. Haryana, India
Doddanavar Global Energy Pvt. Ltd.
No. 19/1, "Shet Heights", 3rd Floor,
1st Main, Vyalikaval,
Bangalore 560003

Dear Mr. Shankar Nesargi,

Subject: Proposal for Supply of 12 x GE 2.7 -132-130 m HH WTG, 50 Hz including Installation &
Commissioning Services.
On behalf of GE India Industrial Pvt. Ltd. (the “Seller”) we are pleased to submit to DGEPL (the
“Buyer”) our proposal (Ref: 728751) for supply of Wind Turbine Generator and Installation &
Commissioning services for 12 x GE 2.7 -132-130m HH WTG, 50 Hz WTG.

Please note that this submission is not a quotation or offer for the sale of equipment and/or services
and shall not be deemed to constitute any statement of fitness of the equipment to the site
conditions, layout or surrounding infrastructure, nor will it create any obligation or have binding
nature on any party. In case you are interested in our proposal, prior to the execution of any work,
we will agree on the terms and conditions applicable to the supply, including the contracting entities.
These terms will be documented in a binding contract which will require written signatures from all
parties. This estimate is based on Seller’s standard terms and conditions, which are outlined in the
Term Sheet attached in Exhibit B.

The contents of this Proposal are proprietary to the Seller. By taking receipt of this offer, the Buyer
agrees not to reveal its contents in whole or in part beyond those persons in its own organization
necessary to properly evaluate this Proposal. The Buyer shall not reveal the contents of this Proposal
to a third party nor make copies of this Proposal without the prior written consent of the Seller.

We trust that the information included herein meets your initial requirements. Seller would provide
a detailed proposal with extended scope pricing and detailed terms and conditions at later point in
time. Should you require any further information or possible clarification, please do not hesitate to
contact us.

Thanking you,
Yours sincerely
Subodh Pandey

Regional Sales Manager

GE India Industrial Pvt. Ltd.

GE PROPRIETARY INFORMATION Commercial Proposal Page 2

Ref: SFDC ID: 728751
1. Scope of supply & services
1.1 Seller’s scope of supply and services
The scope of this budgetary estimate includes the below. A further detailed Division of Responsibility
(DOR) shall be shared as Exhibit – C.

1.1.1 Equipment supplied by GE India Industrial Pvt. Ltd.

The Equipment consists of (i) 12 x GE 2.7 -132-130m HH WTG, 50 Hz wind turbine generators, each (as
more fully defined in the Contract) a “Unit”, and (ii) certain other items of associated equipment. See
below for details:

Item Description Qty

1 Unit (consists of a GE 2.7 -132-130m HH WTG, 50 Hz wind turbine 12

generator 130 m hub height, nacelle and hub, tower, blade set, down
tower assembly.) *

2 Two-year Warranty as per Seller’s standard terms and conditions Per Unit

3 Power Curve Guarantee as per Seller’s terms and conditions

4 Wind SCADA Compact Package Per Project

5 Delivery of all equipment up to the WTG Location and subject to the Per Unit
agreed Schedule for the Project

Key Points

1. The delivery of Equipment is subject to prior sale and availability.

2. Site suitability (including Mechanical Loads Analysis) for the Unit quoted here is subject to further
review and the sole responsibility for the suitability of the Unit to the Site conditions remains with
the Buyer. Price quoted would not include a Unit transformer and switch yard.

1.1.2 Services supplied by GE India Industrial Pvt. Ltd.

The Services comprise of -

• Installation & Commissioning Services for 12 x GE 2.7 -132-130m HH WTG, 50 Hz Wind Turbine
Generators at the project site. This includes Crane and Labor for Installation & Commissioning of
WTGs.

• Commissioning of Wind SCADA for GE 2.7 -132-130m HH 50 Hz WTG’s.

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 • Services for 6 hr. Unit Reliability Run and 75 hr. Plant Reliability Run.

• Two sets of Operations & Maintenance Manuals “O&M Manuals” on CD.

The services scope and pricing is based on the following assumptions:

a) Mechanical Completion of the first turbine must occur no later than three (3) weeks following
delivery of the first turbine to site.

b) Wind Farm Project size remains unchanged.

c) Turbine installations must be at a rate of minimum two (2) per week.

d) Back-feed power and the grid must be available no later than three (3) days prior to the
commissioning of the first turbine at site.

e) A complete SCADA (fiber optic) network connection for each turbine has been provided by the
Buyer

1.1.3 Exclusions

Seller’s scope of supply and services excludes but not limiting to:

a) Foundations along with all associated civil works of WTG, Crane Pad.

b) Civil works and services including access roads, switch yard & foundation, electrical installations,
sub-stations, connection to the grid, Pooling sub-stations, ROW, Local disturbances etc.

c) All Electrical Balance of plant (eBOP) beyond WTG output at down tower assembly.

d) Site supervision for Buyers scope

e) All permits, consents, PPA and authorizations

f) GST and any taxes levied by state or central agencies during construction

1.2 Buyer’s obligation

Among other work defined in the Contract, the Buyer shall provide the following, by the times
established in the Contract:

I. any data as may be reasonably required by the Seller for the performance of its contractual
obligations.

II. qualified personnel in sufficient number to perform the Buyer’s contractual obligations.

III. designate in writing, a Buyer Representative to act on its behalf with whom the Seller’s personnel
may consult at all reasonable times and whose requests, decisions and instructions shall be
binding upon the Buyer as to all matters pertaining to the Contract.

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 IV. ensure that (i) the necessary lubricants, operating supplies and third- party interconnections are
continuously available for Buyers scope; (ii) the Seller will have unimpeded access to all Site work
areas, and (iii) a copy of the control log is available to the Seller.

V. arrange with the relevant utilities to provide continuous power and to continuously accept power
generated by the Units prior to the dates specified in the Contract.

VI. provide all environmental and use permits, and all other permits licenses or easements necessary
for the operation of the Facility.

VII. a properly connected and maintained dedicated connection (including terminations) to the Facility
for the SCADA system.

VIII. properly connected fiber optic cables (including terminations) to the each of the Units.

IX. any such enabling works related to the Ancillary Equipment in accordance with the Seller’s
instructions as and when reasonably required by the Seller.

X. all cable runs to and the termination of all connections of all types to the Equipment as and
reasonably required by the Seller.

XI. all in accordance with the Technical Specifications of the Contract.

2. Pricing, Payment Terms & Assumptions

2.1 Pricing

The Contract Prices for the seller’s scope of supply as described above:

Scope# Unit Price * in INR Quantity Total Price * in INR

Equipment as described in 1.1.1 above

including Logistics from Ex Works/Ex Port
of Import to site 13,48,76,000/- 12 161,85,12,000/-
Installation & Commissioning Services as
described in 1.1.2 above
13,48,76,000/- 161,85,12,000/-
Total

# To be read in conjunction with the DOR document for the detailed scope under Seller

The project schedule is subject to availability of units at the time of finalization of contract.

* Prices are in INR inclusive of applicable GST as applicable on date of this offer. I&C prices are subject to change based
on actual site assessment by Seller.

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2.2 Payment Terms

Payment shall be made as set forth in the schedule below without setoff of any kind.

For those payments tied to milestones, invoices shall be issued on completion of the milestone and payment
shall be due and payable from the date of the Seller’s invoice. It is understood and agreed if the Seller
completes the milestone in advance of what is indicated on the Payment Schedule, in no event shall the Buyer
be required to make payment for such milestone prior to ninety (90) days from the milestone date identified
on the Payment Schedule.

Payment Event / Milestone / Date Percentage of

No. Contract Price Due
[%]

1 Non-refundable down payment on Contract signature* 20

Payment Security, Letter of Credit covering 80% of the Contract Price –

2 -
within 120 days of signing the contract

3 Three Months after contract signing -

Upon Ex-Works / Ex-Port of import of Major Equipment, pro rata by

4 70
shipment

5 Pro rata basis on Machine Completion Certificate (MCC) for each unit 5

6 Pro rata basis on TCC (Turbine Completion Certificate) for each Unit 5

* Payment corresponding to Down Payment above is net due and shall be made by wire transfer directly to
Seller’s bank. All other payments are net due and will be made upon presentation of the specified
documents against the Irrevocable Documentary Letter of Credit at Sight.

2.3 Assumptions

The Contract is based on the Scope of Supply & Services as defined above as well as the following:

(i) Codes and Standards which the Seller has deemed applicable to the Equipment, and;

(ii) the applicable Laws of India; as effective on the Contract Effective Date, and;

(iii) those local Laws in respect of the Equipment (including seismic and wind loading design requirements)
to the extent that they have been identified as Contractual Documents, and;

(iv) the design limits as identified in the Technical Data and the Buyer provided Site Data Requirements

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3. Offer Validity
This Proposal is valid until the 30th June 2019 (the “Bid Validity End Date”) and can be extended with the
Seller’s written agreement. If prior to the Bid Validity End Date, the Buyer accepts this Proposal, each Party’s
duly authorized representative(s) will sign a supply contract as per other terms agreed by the Parties.

4. Confidentiality and Disclaimer

This budgetary quotation is an estimate and is not a firm quotation or an offer for the sale of equipment
and/or services described herein and shall not be deemed to constitute any statement of fitness of the
equipment to the site conditions. This estimate is based on Seller’s standard terms and conditions, which
are outlined in the Term Sheet attached in Exhibit B.

Please note that this submission is not a quotation or offer for the sale of equipment and/or services and
shall not be deemed to constitute any statement of fitness of the equipment to the site conditions, layout
or surrounding infrastructure, nor will it create any obligation or have binding nature on any party. In case
you are interested in our proposal, prior to the execution of any work, we will agree on the terms and
conditions applicable to the supply, including the contracting entities. These terms will be documented in a
binding contract which will require written signatures from all parties.

The contents of this Proposal are proprietary to the Seller. By taking receipt of this offer, the Buyer agrees
not to reveal its contents in whole or in part beyond those persons in its own organization necessary to
properly evaluate this Proposal. The Buyer shall not reveal the contents of this Proposal to a third party nor
make copies of this Proposal without the prior written consent of the Seller.

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 EXHIBIT B: TERM SHEET FOR THE
SUPPLY OF WIND TURBINE GENERATORS, ASSOCIATED EQUIPMENT AND RELATED SERVICES

Buyer: DGEPL

Seller: GE India Industrial Pvt. Ltd.

Project: Begaum
Location: Karnataka

The Seller’s proposal (the “Proposal”) is conditioned on the assumption that the Seller and the Buyer agree a binding
agreement based upon the Sellers Standard Turbine Sales Agreement (the “Contract”). The Contract is based upon and
incorporates the contractual principles summarized below (the “Term Sheet”) as adjusted to take into account the project
specific details:

Effective Date The Contract shall become effective when it is signed by the Buyer and the Seller (each a “Party” and
together referred to as the “Parties”)

Price The Buyer shall pay separately and directly to the appropriate Seller entity as specified in the Contract.
The Contract Price shall be adjusted as necessary to take account of Changes, additional Work or other
adjustments provided for in the Contract.

Payment Security All payments shall be made through an irrevocable Documentary Letter of Credit for the Contract Price
issued by Bank acceptable to Seller, which Letter of Credit shall (i) be established by the Buyer, at
PRICE, PAYMENTS AND TERMINATION CHARGES

Buyer’s expense, and (ii) be valid for the full period necessary to remit all payments as due.
Title to each portion of the Equipment described below shall pass from the Seller to the Buyer as
Passage of Title
follows:
(a) For each item of equipment to be sold from a place within the state in Project Country
where Facility is located: At Ex-works, Ex-port of import after custom clearance or Ex-
warehouse
(b) For each item of equipment to be sold from a place outside the state in Project Country but
within the Project Country: Notwithstanding the provision of the Sale of Goods Act, by
endorsement of documents of title during the course of their movement, post the goods
having been loaded on to the conveyance for transmission to the site of the Buyer and prior
to their delivery at the site of the Buyer.
(c) For each item of equipment to be shipped from within a country other than the Seller’s
country: After customs clearance at the port of import in the Project Country.
Title to Services shall pass from the Seller to the Buyer as performed.

The validity, performance and all matters relating to the interpretation and effect of the Contract and
Governing Law
GOVERNING LAW, DISPUTES AND LIMITATIONS OF

all further documents executed pursuant to it shall be construed and interpreted in accordance with
the laws, excluding the rules on the conflict or choice of laws of India.
Any dispute, controversy or claim arising out of or in connection with this Agreement, including any
question regarding its existence, validity or termination, shall be referred to arbitration at any time
without recourse to common or commercial courts. The notice shall identify the name and address of
LIABILITY

the arbitrator appointed by the Party giving notice and the points of dispute.
Within thirty (30) days after receipt of such notice, the other Party shall give notice to the first Party of
the appointment and name and address of the second arbitrator. Within sixty (60) days after
appointment of the second arbitrator, the two arbitrators so appointed shall appoint a third arbitrator
as chairman of the arbitration tribunal. If any appointment is not made within the time specified, then
the President of the International Chamber of Commerce shall have the power, on the request of either
Party, to make such appointments. The dispute shall be referred to and finally resolved by arbitration
under the Indian Arbitration and Conciliation Act, 1996.

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 Consequential The Seller shall not be liable for loss of profit or revenues, loss of product, loss of use of the Work or
Damages any associated equipment, interruption of business, cost of capital, cost of replacement, downtime
costs, increased operating costs, claims of the Buyer’s customers for such damages, or for any special,
consequential, incidental, indirect, punitive or exemplary damages.

Limitation of Liability The total liability of the Seller for all claims (including liquidated damages) arising out of or relating to
the performance or breach of the Contract or use of any of the Work shall not exceed the Contract
price. The Seller’s liability shall terminate at the end of the Warranty Period.

Indemnification Each Party (each an “Indemnifying Party”) shall be liable to and indemnify the other Party, its officers,
employees, agents and subcontractors (each an “Indemnified Party”) for any injuries to third parties or
damage to third party property, and, at its expense, shall defend against and hold the Indemnified Party
harmless from any claims raised by a third party arising in connection with the Contract, to the extent
they are caused by the negligence of the Indemnifying Party or its officers, employees, agents or
subcontractors and to the extent the Indemnified Party is liable to the third party under applicable law.

With respect to each Unit, risk of loss shall pass to the Buyer upon the earliest of (i) delivery in
Risk of Loss
accordance with the Contract, or (ii) in accordance with the Shipment to Storage clause
SPECIAL CONDITIONS FOR SALE OF WTGS WITH INSTALLATION
STARTUP AND COMMISSIONING SERVICES (CONTD…)

Late Delivery of Units If any of the Major Components associated with any Unit are not Delivered on or before their Scheduled
Major Component Delivery Date(s) for reasons attributable to the Seller and not excused elsewhere in
the Contract, the Seller shall pay to the Buyer as liquidated damages, and not as a penalty, a sum
calculated in accordance with the table below, based upon the actual Delivery of the last Major
Component. The Seller shall not be liable for liquidated damages for delay to the extent that the Buyer
was not otherwise ready to install such Major Component or Unit at the time of Delivery, or to the
extent such Unit achieves Turbine Completion in less than the time guaranteed in paragraph (b) below.
Days Liquidated Damages per Unit
0-14 INR 0 per full day
15-30 INR 16,000 per full day
Liquidated damages, if any, shall be computed based on the date of Delivery of the principle portion of
the Major Component and such computations shall disregard any part of or accessory to the Major
Component which may be shipped separately.

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 Warranty and The Seller shall warrant each Unit and its associated Services on the terms set forth herein from the
Warranty Period effective date of this Contract until the earlier of: (i) Twenty Four (24) months after Turbine Completion
of such Unit, or (ii) Thirty Six (36) months after Delivery of the last Major Component of such Unit (the
“Warranty Period”). In the event of warranty deficiencies in the Equipment or Services during the
Warranty Period, the Seller, at its expense, shall as soon as is practicable correct such warranty defect
by repairing or replacing (at its option) the defective parts of any Equipment or by re-performing any
defective Services. Any re-performed service or repaired or replacement part furnished under this
warranty shall carry warranties on the same terms as set forth above, except that the Warranty Period
shall be either: (i) the remaining balance of the original Warranty Period, or (ii) a period of twelve (12)
months from the date of such re-performance, repair or replacement; whichever period shall end later.
SPECIAL CONDITIONS FOR SALE OF WTGS WITH INSTALLATION STARTUP AND COMMISSIONING SERVICES (CONTD…)

Insurance The Parties shall provide insurance of such types and in such amounts as shall be agreed to by the
Parties. However, both Parties shall provide (i) insurance for injury to workers, (ii) Commercial General
Liability or Public Liability insurance, and (iii) automobile liability insurance covering all owned, non-
owned, and hired automobiles used by it in connection with the work. The Buyer shall also procure (i)
Contractors All Risk (CAR) insurance or All Risk Buyers Risk (ARBR) insurance to protect the interests of
the Buyer and the Seller and (ii) All Risk Property insurance together with business interruption
coverage; throughout the Warranty period. In no event shall the Seller be responsible for “Buyer’s
Risks.” Buyer’s Risks include damage and losses due to war, hostilities, terrorism, rebellion, revolution,
civil disturbance, nuclear radiation or similar occurrences; acts or omissions of the Buyer; and natural
perils (such as flood or earthquake) or other perils to the extent that the peril is excluded from the
ARBR/CAR policy coverage or the loss is in excess of the policy limits.

Power Curve When tested in accordance with these Special Conditions and the Machine Power Performance Test
Percentage Guarantee attached in the Technical Specifications of the Contract, the Seller guarantees that the Facility shall
meet ninety eight percent (98%) without uncertainties of the Test Result, having taken into
consideration the impact of any potential curtailment described in the Technical Book.

Exclusive Remedies The stated warranties shall be the exclusive remedies for all claims based on failure of or defect in the
and Warranties Equipment and Services provided under this Contract, whether the failure or defect arises before or
during the Warranty Period and whether a claim, however instituted, is based on contract, indemnity,
warranty, tort (including negligence), strict liability or otherwise. The foregoing warranties are
exclusive and are in lieu of all other warranties and guarantees whether written, oral, implied or
statutory. NO IMPLIED STATUTORY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE SHALL APPLY.

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 Limitation on The Seller's aggregate liability hereunder for liquidated damages for (i) late delivery of the Units shall
Liquidated Damages not exceed Five percent (5%) of the Contract Price. The liquidated damages for late delivery of the
Units shall be the Buyer’s exclusive remedy for and the Seller’s sole obligation arising out of such delays.
The Seller's aggregate liability hereunder for liquidated damages for failure to achieve the Power Curve
Percentage Guarantee shall not exceed Five percent (5%) of the Contract Price. Notwithstanding the
foregoing, the Seller shall have no liability to the Buyer for liquidated damages for failure to achieve
the Power Curve Percentage Guarantee unless the Buyer suffers economic harm as a result of such
failure. The liquidated damages for failure to achieve the Power Curve Guarantee and the corrective
action required to be taken by the Seller for deficiencies in performance, shall be the Buyer’s exclusive
SPECIAL CONDITIONS FOR SALE OF WTGS WITH INSTALLATION STARTUP AND COMMISSIONING SERVICES (CONTD…)

remedy for and the Seller’s sole obligation arising out of such deficiencies.
The Seller's aggregate liability under the Contract for all forms of liquidated damages provided for in
the Contract shall not exceed Ten percent (10%) of the Contract Price.

Taxes Seller shall be responsible for corporate and personal taxes measured on net income or profit due to
the execution of the Contract or the performance of or payment for Work there under
GENERAL CONDITIONS OF
CONTRACT (CONTD…)

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 Permits The Buyer shall provide all environmental and use permits, all other licenses, exemptions, permits and
approvals, local building and construction permits, and easements necessary for the construction and
operation of the Facility, and shall be responsible for any additional costs arising from any delay or
failure to obtain such permits. The Seller shall provide reasonable assistance to the Buyer in its
endeavors relating to the permitting of the Site. The Seller shall be entitled to recover costs and
expenses for such support in accordance with the term entitled “Changes”. The Seller shall be
responsible for applying and obtaining the transportation permits up to the Site as further clarified by
the Contract.

Changes All changes to the Work, other than changes to which the Seller is expressly entitled, shall be subject
to mutual agreement and no change shall be effective until signed by both Parties.
If the Seller is entitled to a Change Order in accordance with the Contract, (i) the Seller shall be entitled
to an Excusable Delay to overcome the effect of the event that led to such Change Order until such
time that the Buyer elects a remedy in accordance with the Contract, and (ii) the Seller shall submit to
the Buyer a draft Change Order. If the Seller wishes to propose any other change, the Seller shall submit
to the Buyer a draft Change Order.
The Buyer shall have the right to request that the Seller consider changes to the Work, including
modifications, alterations or additions by notifying the Seller in writing. The Seller shall then advise the
Buyer of the feasibility of the requested change, and shall submit to the Buyer a draft Change Order.

Shipment To Storage If either: (i) any part of the Equipment cannot be shipped to the Buyer when ready and/or cannot be
delivered to the individual Unit locations due to any cause not attributable to the Seller or; (ii) the Buyer
elects to request Seller to store part of the Equipment, then the Seller may ship such Equipment to
storage.
In such event then either (a) Buyer shall notify the Seller within five (5) days of the Buyer arranged
storage location(s), or (b) if the Buyer fails to notify the Seller of the Buyer arranged storage location(s)
within the time stated above, the Seller shall notify the Buyer of the Seller arranged storage location(s).
Following determination of storage location, the Buyer shall pay the Seller for the Services performed
including where applicable for transportation, unloading and placement into storage. Immediately
GENERAL CONDITIONS OF CONTRACT (CONTD…)

following such Equipment being delivered to either the Buyer Storage Delivery Point or the Seller
Storage Delivery Point, the following conditions shall apply:
(i) title and risk of loss shall thereupon pass to the Buyer if it had not already passed, and;
(ii) the Seller shall be entitled to an Excusable Delay to overcome the impact of Equipment being
shipped to storage, and;
(iii) the Buyer shall provide insurance for the Equipment unloading, placement into storage and
during storage, and;
(iv) the Buyer shall be responsible for all detrimental impacts and associated costs of storage on
the Equipment, and the Seller shall be entitled to a Change Order to overcome any such
impacts, and;
(v) the Buyer shall be responsible for the maintenance of the Equipment during storage.
(vi) the Seller shall have no onward transportation obligation

Following the notification from the Buyer that Delivery of Equipment can be made to the Facility, the
Parties shall within twenty-eight (28) days agree upon revised Project Milestone Dates. The price
charged for any Services provided under the Contract shall be changed to those prevailing at the time
of actual use. Shipment of Equipment shall not commence until the Seller has received all payments
due.

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 Force Majeure "Force Majeure" means an exceptional event or circumstance: (a) which is beyond a Party's control; (b)
which such Party could not reasonably have provided against before entering into the Contract; (c)
which, having arisen, such Party could not reasonably have avoided or overcome; and (d) which is not
substantially attributable to the other Party.
Force Majeure may include, but is not limited to, exceptional events or circumstances of the kind listed
in the Contract, so long as conditions (a) to (d) above are satisfied. If the Seller is prevented from
performing any of his obligations under the Contract by Force Majeure of which notice has been given
under the Contract, and suffers delay and/or incurs cost by reason of such Force Majeure, the Seller
shall be entitled to:
(i) an extension of time for any such delay; and,
(ii) payment on a monthly basis of any such additional costs incurred due to or as a result
of the Force Majeure event or circumstance.

Excusable Delays The Seller shall be entitled to (i) a price adjustment and (ii) an extension of time necessary to overcome
the effect of such delay, but in no event less than day for day to complete the individual Project
Milestone Dates if and to the extent such dates are or will be delayed by causes outside the Seller’s
reasonable control (“Excusable Delays”). Excusable Delays may include, but is not limited to,
exceptional events or circumstances of the kind listed in the Contract. The Seller shall notify the Buyer
in writing of any such Excusable Delay.

Termination For Force If a Excusable Delay event extends for more than one hundred eighty (180) days in aggregate and the
Majeure or Extended Parties have not agreed upon a revised basis for continuing the Work at the end of such Excusable
Delay Delay event, including adjustment of the Contract Price, then either Party (except where delay is
caused by Buyer, in which event only the Seller) upon thirty (30) days written notice may terminate
the Contract with respect to the portion of Units or any equipment thereof where the title of which
has not yet passed in favor of the Buyer in accordance with the Contract.

The Buyer shall promptly pay the Seller termination charges as set forth in the Termination Schedule
save and except where the termination is on account of extended Force Majeure in which case the
termination will be without payment of termination charges as set forth in the Termination Schedule
or any other consequence.

Termination for Cause Subject to the rights of the Financing Party under the Direct Agreement (if applicable), either Party shall
GENERAL CONDITIONS OF CONTRACT (CONTD…)

have the right to terminate this Contract for cause in the event that the other Party: (i) becomes
insolvent, makes an assignment for the benefit of its creditors, has a receiver or trustee appointed for
the benefit of its creditors, or files for protection from creditors under any bankruptcy or insolvency
laws; or (ii) substantially breaches and fails to comply or perform its material obligations hereunder
(but only with respect to a material obligation for which this Contract does not provide exclusive
remedies), provided that the procedure described in the Contract is followed.

Confidentiality Each of the Parties agree to keep strictly confidential the terms and of this Proposal, the Term Sheet,
any materials or information regarding the Equipment delivered or received in connection herewith
and any agreements entered into pursuant hereto; provided that the terms hereof may be disclosed to
the attorneys, accountants and other consultants of the parties involved in assisting the Parties with
the Facility, as long as such parties agree in writing to be bound by the foregoing confidentiality
requirement.

Assignment An Eligible Assignee is an Affiliate of the Buyer provided that the Seller would not be penalized or
become subject to additional requirements under any Law as a result of entering into contract with
such person. The Buyer may once assign its rights and delegate its obligations under this Contract to
an Eligible Assignee, provided: (i) that the Buyer shall notify the Seller in writing of its intent to assign
no less than ten (10) days prior to the execution of any such assignment; (ii) that Buyer shall either (a)
guarantee the obligations of the assignee by providing a guaranty in a form acceptable to the Seller or
(b) retain its obligations under any payment, indemnity and bonus provisions of the Contract; and, (iii)
that the first assignee may not further assign or delegate any rights or obligations hereunder except to
the original Buyer.
The Seller may assign its rights and delegate its obligations under the Contract to any Affiliate or
subsidiary company. In the event of such assignment, the Seller’s assignee shall be responsible for the
assigned Work and shall invoice directly to and collect payments directly from the Buyer.

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Any terms that are used in this Terms Sheet, but not defined in this Term Sheet are defined in the Contract.

The contract terms stated above, require separate contracts for equipment and services and/or modifications to certain
contractual wordings in order for Seller to be able to retain the price levels as stated in this proposal.

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 Exhibit – C
Division of Responsibility (DOR) Matrix

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