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D R A F T

Power Purchase Agreement Template

between

Palau Public Utilities Corporation

and

Company Name

dated

/ / 2012

Power Purchase Agreement Template DRAFT

DRAFT POWER PURCHASE AGREEMENT TEMPLATE

1 POWER PURCHASE AGREEMENT PARTIES 41.1 Recitals 4

2 DEFINITIONS AND INTERPRETATION 52.1 Definitions 52.2 Interpretation 14

3 TERM AND EARLY TERMINATION 143.1 Contract Term 143.2 Extension of Contract Term 153.3 Conditions to Contract 153.4 Removal and Remediation 15

4 CONSTRUCTION OF THE PROJECT 154.1 Description and Location of the Project 154.2 Project Design 164.3 Commercial Operation Date 164.4 Construction Milestones 174.5 PPUC's Rights During Construction 184.6 Site Control 184.7 Project Development 194.8 Progress Reports 204.9 Inspection 20

5 ELECTRIC POWER PURCHASE AND SALE 205.1 Sale and Purchase of Electricity 205.2 Purchase Price 205.3 Limitation on Purchase 205.4 Electrical Specifications 205.5 Delivery 215.6 Exceptions to Obligation to Deliver and Accept Electric Energy 215.7 Curtailment 225.8 Minimum Annual Energy Production 225.9 Title and Risk of Loss 235.10 Exclusivity 235.11 Adjustment for Governmental Incentives 23

6 METERING, BILLING AND PAYMENT 236.1 Meter Reading 236.2 Installation of Meters 236.3 Invoicing 246.4 Payment of Invoices 256.5 Invoice Disputes 25

7 TESTING, COMMISSIONING AND COMMERCIAL OPERATION 267.1 Initial Performance Test 267.2 Performance Testing After Extended Outage 267.3 Adjustments to Facility Capacity, Project Capacity, and Expected Annual Production 267.4 Observation; Reporting 27

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8 INTERCONNECTION 288.1 Interconnection 288.2 Interconnection Agreement 288.3 Interconnection Facilities 288.4 Interconnection Study 288.5 Operation and Maintenance Obligations 298.6 Site Access 30

9 OPERATION AND MAINTENANCE 309.1 Forecasting 309.2 Capacity and Outage Reporting 309.3 Operations Schedule 319.4 Permits and Approvals 319.5 Operation and Maintenance 319.6 Operating Representatives 319.7 Project Management Procedures 329.8 Environmental Attributes and Other Products 32

10 SECURITY 3310.1 Construction Security 3310.2 Performance Security 33

11 RECORDS 3311.1 Operating Records 3311.2 Operating Log 3311.3 Billing and Payment Records 3311.4 Audit Rights 34

12 INSURANCE 3412.1 Evidence of Insurance 3412.2 Term and Modification of Insurance 34

13 UNCONTROLLABLE CIRCUMSTANCES 3513.1 Effect of Uncontrollable Circumstance 3513.2 Changes Due to Uncontrollable Circumstance 3513.3 Termination Due to Uncontrollable Circumstance 35

14 DEFAULT AND TERMINATION 3614.1 Seller Default 3614.2 PPUC Default 3714.3 Termination for Seller or PPUC Default 3814.4 Remedies Cumulative 38

15 LIMITATION ON LIABILITY AND INDEMNIFICATION 3815.1 Exclusion of Consequential Damages, etc 3815.2 Indemnification by Seller 3815.3 Indemnification by PPUC 3915.4 Limitation on Liability 39

16 REPRESENTATIONS AND WARRANTIES 4016.1 Representations and Warranties of Seller 4016.2 Representations and Warranties of PPUC 41

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17 DISPUTE RESOLUTION 4217.1 Continued Performance 4217.2 Negotiations 4217.3 Governing Law; Jurisdiction; Trial by Jury; Service of Process 4217.4 Commercial Acts: Waiver of Sovereign Immunity 43

18 TAXES 4419 MISCELLANEOUS 44

19.1 Assignment 4419.2 Further Assurances 4519.3 Relationship of Parties 4519.4 Notices 4519.5 Waiver 4619.6 Survival 4619.7 Third Party Rights 4619.8 Counterparts 4619.9 Severability 4719.10 Entire Document 47

Appendix A: DESCRIPTION AND DRAWINGS OF THE PROJECT 49Appendix B: DESCRIPTION AND MAPS OF THE SITES 50Appendix C: FORM OF INVOICE 51Appendix D: LETTER OF CREDIT 52

Schedule 1 – PROJECT SPECIFICATIONS 53Schedule 2 – REQUIREMENTS FOR COMMERCIAL OPERATION DATE 54Schedule 3 – ELECTRIC ENERGY SPECIFICATIONS 55Schedule 4 – MILESTONE SCHEDULE 56Schedule 5 – EXPECTED ANNUAL PRODUCTION 57Schedule 6 – PRICE OF ELECTRIC ENERGY 58Schedule 7 – INSURANCE REQUIREMENTS FOR THE PROJECT 59Schedule 8 – TESTING REQUIREMENTS 60Schedule 9 – METERING 61Schedule 10 – GOVERNMENTAL INCENTIVES 63Schedule 11 – PERMITS AND APPROVALS 66Schedule 12 – INTERCONNECTION REQUIRMENTS AND STANDARDS 67

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1 POWER PURCHASE AGREEMENT PARTIES

THIS POWER PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of:

/ / 2012

by and between:

the Palau Public Utilities Corporation (PPUC), a public authority established and existing under the laws of the Republic of Palau (Palau),

and _____________________________________________ (Seller),

existing under the laws of _____________________________________

Each of PPUC and Seller may be referred to in this Agreement as the Party and collectively as the Parties.

1.1 RecitalsSeller desires to construct, own and operate [insert number] solar photovoltaic (PV) electric generating facilities (as more fully defined below, the Facilities, and each individually a Facility) with a total nominal AC electric capacity of [__ kW] at [describe locations] (as further defined below, the "Project");

Seller desires to sell and deliver to PPUC, and PPUC desires to purchase and accept from Seller, the electric energy and other products produced by the Project; and

Seller has submitted a proposal (the "Proposal") in response to PPUC’s [insert RfP document reference] (the "RfP") to provide electrical energy and other products from the Project, and PPUC has agreed to purchase such products in accordance with the terms and conditions of this Agreement.

Therefore, in consideration of the mutual promises and covenants of each Party to the other contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:

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2 DEFINITIONS AND INTERPRETATION

2.1 Definitions

The following terms shall have the meanings set forth below:

"AC" means alternating electric current.

"Agreement" has the meaning set forth in the Preamble.

"Annual Electric Energy Delivered" has the meaning set forth in Section 5.8.1.

"Applicable Laws" means any and all Federal, Palau national, state, or local statutes, laws, municipal charter provisions, regulations, ordinances, rules, mandates, judgments, orders, decrees, Permits and Approvals, codes or license requirements, or other governmental requirements or restrictions, or any interpretation or administration of any of the foregoing by any Governmental Authority, that apply to the services or obligations of either Party under this Agreement, whether now or hereafter in effect.

"Approval Date" means the date on which Palau Energy Office shall have (a) granted final and non-appealable orders approving this Agreement and the Interconnection Agreement, if any, or (b) provided the Parties written confirmation that such approval by the Palau Energy Office, of this Agreement and the Interconnection Agreement, if any, is not required, as contemplated by Section 3.1.1.

"Billing Period" means each calendar month, commencing on the Commercial Operation Date and ending on the last Day of the Contract Term, prorated for partial months.

"Business Day" means any Day on which banks in Palau are legally permitted to be open for business.

"Capacity Benefits" means any current or future defined characteristic, certificate, tag, credit, or ancillary service attribute, whether general in nature or specific as to the location, or any other attribute of the Project, intended to value the electrical capacity of the Project or any aspect of the capacity of the Project to produce electric energy or ancillary services, including any accounting construct so that the Electric Capacity of the Project may be counted toward a resource adequacy requirement or any other measure under Applicable Laws, to require PPUC to procure, or to procure at PPUC’s expense, resource adequacy or other such products.

"Change in Law" means the enactment, adoption, promulgation, modification, amendment, repeal or change after the Contract Date, of any Applicable Law that:(a) applies to Seller, PPUC, a Facility, the Project, a Site, or PPUC’s Electric System, and (b) establishes requirements that materially and adversely affect either Party financially or operationally, or imposes on either Party burdens materially greater than or less than those that were in effect with respect to operation of the Project or PPUC’s Electric System on the Contract Date. “Clause” means all the Sections within the numbered chapter.

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"Closing Date" means the date when:(a) Seller and its lenders or other financing parties complete financial closing and Seller has received the initial draw on its senior debt or lease financing, as applicable, and(b) Seller has received all financing proceeds and commitments necessary in the aggregate to pay for Seller's cost of the financing, development, design, construction, completion, and start-up of the Project and the Interconnection Facilities.

"Codes and Standards" means all industrial or engineering codes, standards, or guidelines, and insurance requirements, applicable to the design, engineering, construction, completion, start-up, testing, commissioning, operation, or maintenance of the Project.

"Commercial Operation Date" means the date on which each of the requirements set forth in Section 7.1 and on Schedule 2 have been satisfied.

" Completion Certificate " has the meaning set forth in Section 4.3.2 .

" Construction Security " has the meaning set forth in Section 10.1 .

"Contract Date" means the date of execution of this Agreement.

" Contract Term " has the meaning set forth in Section 3.1 .

"Contract Year" means each twelve (12) month period beginning on the Commercial Operation Date and ending on each anniversary thereof.

"Creditworthy Entity" means a Person having at the applicable time unsecured, uninsured, and otherwise unenhanced credit rating on its senior debt from at least two rating agencies of at least "BBB-," "Baa3" or "BBB-" by Standard & Poor's Ratings Services, Moody's Investors Service, Inc., and Fitch Inc., respectively.

"Curtailment" has the meaning set forth in Section 5.7.

"Curtailed Product" has the meaning set forth in Section 5.7.

"Day" means a calendar day.

"DC" means direct electric current.

"Delivery Point" means, with respect to a Facility, the physical point at which Electric Energy generated by such Facility will be delivered to PPUC in accordance with this Agreement and the Interconnection Agreement or the Interconnection Standards, as applicable, as such point may be specified in the Interconnection Agreement or the Interconnection Standards, as applicable, and as such point may be revised by the Final Interconnection Study, if applicable.

"Dispute" has the meaning set forth in Section 17.2.

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"Dispute Notice" has the meaning set forth in Section 17.2.

"Dollars" and "$" mean United States Dollars.

"Electric Capacity" means:(i) with respect to a Facility, the net AC electric capacity (expressed in kW) capable of being generated continuously by such Facility, as established by the continuously available AC output power rating given by the manufacturer of the power-inverter equipment, or(ii) with respect to the Project, the aggregate of such net electric output capacity for each Facility.

"Electric Energy" means:(i) with respect to a Facility, the net electrical energy in kWh generated by such Facility and delivered by Seller to PPUC at such Facility's Delivery Point and measured by the Metering Devices as provided herein, or(ii) with respect to the Project, the aggregate net electrical energy in kWh generated by all Facilities comprising the Project and delivered by Seller to PPUC at such Facilities' respective Delivery Points and measured by the Metering Devices as provided herein.

"Electric System Emergency" means the existence of a physical or operational condition, including transmission or distribution contingencies, or the occurrence of an event on PPUC’s Electric System, that in PPUC’s sole judgment:(a) is imminently likely to endanger life or property, or(b) impairs or imminently will impair:

(i) PPUC’s ability to discharge its statutory obligations to provide safe, adequate and proper service to its electric customers, or(ii) the safety or reliability of PPUC’s Electric System.

"Environmental Attributes" means any and all environmental, renewable energy, clean energy, carbon reduction, greenhouse gas reduction, or air quality credits, offsets, allowances, or other benefits related to the ownership or operation of the Project or the generation of Electric Energy at the Project, the sale of Electric Energy to PPUC hereunder, or the other transactions contemplated by this Agreement, or the reduction, displacement, or offset of any emissions resulting from the combustion of fuel at any other location, pursuant to any foreign, federal, state, territorial, or local legislation or regulation, or voluntary market, and the aggregate amount of credits, offsets, or other environmental benefits, any successor marketing or green pricing program, or any other environmental or renewable energy credit program derived from the generation, sale, purchase, distribution, or use of renewable energy from the generation of energy at the Project or any similar program pursuant to any foreign, federal, state, territorial, or local legislation or regulation, or voluntary market. Environmental Attributes include renewable or clean energy credits, as well as:(1) any avoided emissions of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx), carbon monoxide (CO) and other pollutants; (2) any avoided emissions of carbon dioxide (CO2), methane (CH4) nitrous oxide, hydrofluoro carbons, perfluoro carbons, sulfur hexafluoride and other greenhouse gases (GHGs) that have been determined by the United Nations Intergovernmental Panel on

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Climate Change, or otherwise by law, to contribute to the actual or potential threat of altering the Earth's climate by trapping heat in the atmosphere; or(3) the reporting rights to these avoided emissions."Environmental Attributes" shall exclude any tax credits or other tax benefits resulting from ownership, use, operation or maintenance of the Facility, which shall be governed by the provisions of Section 5.11 and Schedule 10.

"Environmental Law" means any Applicable Law relating to:(a) pollution or protection of natural resources or the environment (including ambient air, surface or subsurface waters, and surface lands and subsurface strata),(b) the treatment, disposal, emission, discharge, release, or threatened release into the environment of Hazardous Substances, or(c) protection of wildlife or endangered species.

"Expected Annual Production" means, with respect to any Contract Year, the Electric Energy set forth on Schedule 5, adjusted from time to time as provided in Clause 5 or Clause 7.

"Extended Milestone Dates" has the meaning set forth in Section 4.4.2

"Expected Capacity" means:(i) with respect to a Facility, the Electric Capacity set forth with respect to such Facility on Appendix A, or(ii) with respect to the Project, an Electric Capacity equal to [___] kW.

"Extended Outage" means:(i) a complete outage at the Project for more than thirty (30) Days, for any reason, or(ii) the failure of the Seller to deliver at least [___] kWh from the Project over any ____________ (__) Day period.

"Facility" means the solar PV systems, inverters, and related equipment, systems, components, fixtures, and facilities sharing a common point of interconnection with PPUC’s Electric System, the Site at which such systems, equipment, fixtures and facilities are located, Seller's Interconnection Facilities relating thereto, and the other assets, tangible and intangible, that comprise a Facility, as further described on Appendix A and Appendix B.

"Facility Capacity" means, with respect to a Facility, the AC output Electric Capacity of such Facility, as determined as provided in Clause 7.

"Final Interconnection Study" means the Final Interconnection Study conducted pursuant to the Interconnection Agreement.

"Good Engineering and Operating Practices" means generally accepted and sound independent power producer industry practices, methods and acts applicable to similarly situated U.S. facilities, which at a particular time, in the exercise of reasonable judgment in light of the facts known or that reasonably should be known at the time a decision is made, would be expected to accomplish the desired result in a manner consistent with

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Applicable Laws, reliability, safety, environmental protection, economy and expedition. Good Engineering and Operating Practices is not intended to be limited to the optimum practices, methods and acts to the exclusion of all others, but rather to be acceptable practices, methods, and acts generally accepted in similarly situated facilities. With respect to the Project, Good Engineering and Operating Practices include, but are not limited to, taking reasonable steps to ensure that: a) adequate equipment, materials, resources, and supplies in sufficient reliable

volumes and quality, are available to meet the Project's needs; b) sufficient qualified and experienced operating, maintenance and supervisory

personnel are available and adequately trained on the systems and other equipment comprising each Facility to operate, maintain, and supervise each Facility properly, efficiently and within manufacturer's guidelines and specifications and are capable of responding to emergency conditions;

c) preventive, routine and non-routine maintenance and repairs are performed on a basis consistent with manufacturers' guidelines and specifications that ensures reliable and safe long-term operation, and are performed by knowledgeable, trained, and experienced personnel utilizing proper equipment, tools, and procedures;

d) appropriate monitoring and testing are done periodically to ensure that equipment and systems are functioning consistent with manufacturers' guidelines and specifications as designed and to assure that equipment and systems will function properly under normal conditions and emergency conditions; and

e) equipment and systems are operated in a manner safe to workers and the environment.

"Governmental Authority" means:a) the government of Palau,b) any federal, state, local, municipal, or other government, orc) any other governmental, quasi-governmental, regulatory or administrative agency, commission, or other authority lawfully exercising or entitled to exercise any administrative, executive, judicial, legislative, regulatory, or taxing authority or power having jurisdiction over either Party, a Site, a Facility, the Project, or the Interconnection Facilities, whether acting under actual or assumed authority; provided, that for purposes of this Agreement, PPUC shall not be deemed to be a Governmental Authority.

"Governmental Incentive" means any grant, credit, rebate, incentive, or abatement that becomes available due to the enactment, adoption, promulgation, modification, amendment, or other change in Applicable Law by Governmental Authority of Palau after [_____] [NOTE: Insert date of Seller's proposal.], including incentives for economic stimulus, encouragement of renewable or alternative energy, discouragement of oil-based and non-renewable energy production, or similar purposes; provided, that to the extent that any benefit was available under Applicable Law on [____] [NOTE: Insert proposal date.], such benefit shall not be deemed a "Governmental Incentive" for purposes of Section 5.11 and Schedule 10, and the allocation of such benefit as described in Schedule 10 shall apply only to the incremental benefit received or available over and above the continuing existing benefit.

"Guaranteed Commercial Operation Date" has the meaning set forth in Section 4.3.1.

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"Hazardous Substance" means:a) any material, substance, or waste (whether liquid, gaseous or solid) that:

(i) requires removal, remediation, or reporting under any Environmental Law, or is listed, classified or regulated as a "hazardous waste" or "hazardous substance" (or other similar term) pursuant to any applicable Environmental Law, or(ii) is regulated under applicable Environmental Laws as being, toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise hazardous, and

b) petroleum-derived substances, wastes or breakdown products, friable asbestos, or polychlorinated biphenyls.

"Initial Performance Test" has the meaning set forth in Section 7.1.2.

"Initial Term" has the meaning set forth in Section 3.1.

"Insurance Date" has the meaning set forth in Section 12.1.1.

"Interconnection Agreement" means the Interconnection Agreement, dated as of the Contract Date, by and between Seller and PPUC for interconnection to PPUC’s Electric System of each Facility that is required to be interconnected under an Interconnection Agreement pursuant to the Interconnection Procedures, as such agreement may be amended from time to time.

"Interconnection Facilities" means the facilities necessary to connect PPUC’s Electric System to each Facility at its Delivery Point, including breakers, bus work, bus relays, visible disconnect devices, and associated equipment installed for the direct purpose of interconnecting each such Facility, along with any easements, rights of way, surface use agreements and other interests or rights in real estate reasonably necessary for the construction, operation, and maintenance of such facilities. The Interconnection Facilities include Seller's Interconnection Facilities and PPUC’s Interconnection Facilities.

"Interconnection Procedures" means the interconnection procedures set forth in Schedule 12.

"Interconnection Standards" means the interconnection standards set forth in Schedule 12

"Invoice" has the meaning set forth in Section 6.3.2.

"kW" means kilowatt of electrical power (AC) unless stated otherwise.

"kWh" means kilowatt hour of electrical energy (AC) unless otherwise stated.

"LIBOR" means the rate appearing on Reuters Page LIBOR01 (or on any successor or substitute page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page of such service, for purposes of providing quotations of interest rates applicable to Dollar deposits in the London interbank market), at 11h00 (GMT), on the day that is two (2) Business

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Days prior to the date on which interest shall begin to be calculated hereunder, as the rate for the offering of Dollar deposits with a maturity of three (3) months.

“Lost Production” has the meaning set forth in Section 5.8.4.

"Maximum Expected Annual Production" means, with respect to any Contract Year, the Maximum Electric Energy as set forth on Schedule 5, adjusted from time to time as provided in Clause 5 or Clause 7.

"Metering Devices" means all meters, metering equipment, and data processing equipment used to measure, record, or transmit data relating to electric output of a Facility or the Project, as applicable, installed by PPUC pursuant to Schedule 9.

"Milestone Date" has the meaning set forth in Section 4.4.2.

"Milestones" has the meaning set forth in Section 4.4.1.

"Milestone Schedule" means the schedule of Milestones set forth on Schedule 4.

"Minimum Expected Annual Production" means, with respect to any Contract Year, the Minimum Electric Energy as set forth on Schedule 5, adjusted from time to time as provided in Clause 5 or Clause 7.

"Minimum Facility Capacity" means, with respect to a Facility, that the inverters and related equipment, systems, components, fixtures, and facilities of such Facility have an Electric Capacity equal to not less than ninety percent (90%) of the Expected Capacity of such Facility.

"Minimum Project Capacity" means that the Project has an Electric Capacity equal to not less than ninety percent (90%) of the Expected Capacity of the Project.

"Operating Representatives" has the meaning set forth in Section 9.6.1.

"Party" or "Parties" has the meaning set forth in the Preamble (Clause 1).

"Performance Security" has the meaning set forth in Section 10.2.

"Performance Tests" has the meaning set forth in Section 7.1.2.

"Permits and Approvals" means any and all permits, approvals, consents, authorizations, agreements, licenses, or inspection certificates of, by, or with any Governmental Authority or other Person.

"Person" means any legal or natural person, including any individual, corporation, partnership, limited liability company, joint stock company, association, joint venture, trust, Governmental Authority, or other entity.

"PPUC" has the meaning set forth in the Preamble (Clause 1), ie Palau Public Utilities Corporation.

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"PPUC Delay" has the meaning set forth in Section 4.4.4.

"PPUC Fiscal Year" means the fiscal year of PPUC, which as of the Contract Date is the twelve-month period beginning each October 1 and concluding on September 30, as such fiscal year may be changed from time to time by PPUC upon reasonable advance notice to Seller.

"PPUC's Electric System" means PPUC’s Interconnection Facilities and the electric power generation, transmission, substation, switching station and distribution facilities owned, operated and maintained from time to time by PPUC in the Republic of Palau.

"PPUC’s Interconnection Facilities" means "PPUC’s Interconnection Facilities" under and as described in the Interconnection Agreement or the Interconnection Standards, as applicable.

"Product" means the Electric Energy, Electric Capacity, Capacity Benefits, Environmental Attributes, and all ancillary products, services, or attributes which are or can be produced by or associated with the Project.

"Product Price" means the price, in Dollars per kWh, payable by PPUC for each kWh of Electric Energy (and all other Products) delivered hereunder, as set forth in Schedule 5.

"Project" means the Facilities, the Sites at which the Facilities are located, Seller's Interconnection Facilities, and the other assets, tangible and intangible, that comprise the Facilities, collectively, as further described on Appendix A and Appendix B.

"Project Management Procedures" has the meaning set forth in Section 9.7.

"Project Capacity" means, with respect to the Project, the Expected Capacity of the Project, as determined as provided in Clause 7. "Proposal" has the meaning set forth in the Recitals.

"Protected Assets" has the meaning set forth in Section 17.4.

"PV" means photovoltaic.

"Qualified Owner" means a Person that:a) either:

(i) has a tangible net worth of not less than five million Dollars ($5,000,000), or(ii) is a Creditworthy Entity,

b) does not have a conflict of interest with PPUC, including a Person that, by itself or through its affiliates, is

(i) an industrial, commercial, or institutional customer of PPUC with an annual purchase of water, electricity, or both of one million Dollars ($1,000,000) or more,(ii) a supplier of PPUC with annual billings of five million Dollars ($5,000,000) or more,(iii) adverse to PPUC in any litigation, regulatory proceeding, or arbitral proceeding, or

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(iv) engaged in the business of providing electricity or water in Palau to Persons other than PPUC, and

c) has not been convicted of a felony and has no officer or director who has been convicted of a felony.

“Running Total” has the meaning set forth in Section 6.3.6.

"RfP" has the meaning set forth in the Recitals, Section 1.1.

"Scheduled Maintenance Outages" means those scheduled electric maintenance outages of a Facility, including outages for major overhauls, planned by Seller each Contract Year pursuant to Clause 9 that either:a) require a complete outage of a Facility for a period exceeding seventy two (72) hours, orb) is expected to reduce the Electric Energy generated by such Facility by more than fifty percent (50%) for a period in excess of ninety six (96) hours.

"Seller" has the meaning set forth in the Preamble (Clause 1).

"Seller's Interconnection Facilities" means "Seller's Interconnection Facilities" under and as described in the Interconnection Agreement or the Interconnection Standards, as applicable.

"Site" means, for each Facility, the site on which such Facility is located, as further described on Appendix B.

"Site Control" has the meaning set forth in Section 4.6.

"Specified Permits and Approvals" means those permits identified as "Specified Permits and Approvals" in Schedule 11.

"Test Energy" has the meaning set forth in Section 7.1.3.

"Transmission Event" has the meaning set forth in Section 5.6.

"Uncontrollable Circumstance" means any act, event or condition, that is not caused by the negligence or lack of due diligence of the Party relying thereon as justification for any failure of performance hereunder, that is beyond the reasonable control of such Party, and that prevents or delays the performance of the affected Party's obligations under this Agreement, including:a) acts of God, hurricane, tornado, lightning, earthquake, fire, explosion, flood, act of public enemy, war, blockade, insurrection, riot or civil disturbance, or the exercise of the power of eminent domain, condemnation or other taking by or on behalf of any public, quasi-public or private Person; b) a Change in Law;c) strikes;d) Seller's inability or failure to obtain any Specified Permits and Approvals after due application therefore in accordance with the requirements of Applicable Law; and

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e) PPUC's inability or failure to obtain any Permits and Approvals in Appendix D after due application therefore in accordance with the requirements of Applicable Law; provided, that the following acts or events shall not be considered an Uncontrollable Circumstance:

(i) equipment breakdown (or inability to use equipment) caused by its design, construction, operation, maintenance, or inability to meet the requirements of Applicable Law existing on the Contract Date or otherwise caused by an event originating at the Facility;(ii) Seller's inability or failure to obtain any Permits and Approvals (other than Specified Permits and Approvals) or to renew or maintain any Permits and Approvals;(iii) any failure of any supplier of either Party to perform its obligations to such Party, except to the extent caused by an event that otherwise would be an Uncontrollable Circumstance;(iv) any event or circumstance arising from the Facility's failure to meet the requirements of Section 4.2;(v) any strike targeted solely or primarily at the Party claiming the occurrence of the Uncontrollable Circumstance or any of its contractors or vendors; and(vi) any event or circumstance that the Facility is to be designed to withstand in accordance with Section 4.2.

2.2 Interpretation

Headings. The headings or titles of the sections hereof shall be solely for convenience of reference and shall not affect the meaning, construction, interpretation, or effect of this Agreement.

Pronouns. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.

"Includes" Not Exclusive. The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation."

Computation of Time Periods. Any computation made on the basis of a Billing Period shall be adjusted on a pro-rata basis to take into account any Billing Period of less than thirty (30) Days, in the case of the first and last Billing Periods of the Contract Term.

3 TERM AND EARLY TERMINATION

3.1 Contract TermThe term of this Agreement (as extended in accordance with Section 3.2 the "Contract Term") shall commence on the Contract Date and shall expire on the twentieth (20th) anniversary of the Commercial Operation Date (the "Initial Term"), unless sooner terminated in accordance with Section 3.1.1, Section 4.4.4, Clause 13 or Clause 14 or extended in accordance with Section 3.2.

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3.2 Extension of Contract Term

PPUC may extend the Initial Term for one additional period of five (5) Contract Years by delivering a notice of such extension to Seller not less than six (6) months prior to the expiration of the Initial Term, unless sooner terminated in accordance with Clause 13 or Clause 14.

3.3 Conditions to Contract

3.1.1 Approval by [Palau Energy Office]. If by [insert date 180 Days after Contract Date], the [Palau Energy Office] shall not have:(i) granted final and non-appealable orders approving this Agreement and the Interconnection Agreement, if applicable, or(ii) provided the Parties written confirmation that such approval by the [Palau Energy Office], of this Agreement and the Interconnection Agreement is not required,then each Party shall have the right to terminate this Agreement, by ten (10) Days' notice to the other Party, given not later than [insert date 195 Days after Contract Date], without any further financial or other obligation to the other Party as a result of such termination.

3.1.2 Liability. Neither Party shall have any further financial or other obligation to the other Party with respect to this Agreement as a result of a termination of this Agreement under Section 3.1.1.

3.4 Removal and Remediation

Seller shall comply promptly with all obligations, if any, that may be imposed by Applicable Law to remove each Facility, to recycle, reuse or dispose of the solar PV panels, and to restore or remediate each Site upon the expiration of the Contract Term or the earlier termination of this Agreement as provided herein.

4 CONSTRUCTION OF THE PROJECT

4.1 Description and Location of the ProjectThe Project shall be a [insert total AC Project Electric Capacity] kW solar PV electric generating facility, comprised of [__] Facilities, located at the respective Sites. Appendix A and Appendix B provide a more detailed description of the Facilities and the Sites, including identification of the primary solar PV electric generating systems and components which make up the Project, a description of Seller's Interconnection Facilities, and a drawing and a map identifying the location of such electric generating systems.

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4.2 Project Design

4.2.1 Design of the Project. Seller shall design, engineer, procure, and construct the Project in accordance with this Agreement (including the Schedules and Appendices hereto) and the Interconnection Agreement or the Interconnection Standards, as applicable, and in accordance with the Codes and Standards, Good Engineering and Operating Practices, and Applicable Laws, and Seller shall cause the Project to adhere to such requirements for the Contract Term.

4.2.2 Design and Engineering Documentation. Seller shall provide to PPUC, for its review and comment, as reasonably may be requested by PPUC, such information related to the design, engineering, and construction contracts for the Facilities relevant to Seller's performance hereunder, including major engineering drawings, to the extent such information is reasonably available to Seller.

4.2.3 Changes to Certain Specifications. Seller shall not modify any of the key design specifications of any Facility detailed in Appendix A, including any change to a Facility or its design that would change the Expected Capacity of such Facility or the Minimum Expected Annual Production, Expected Annual Production or Maximum Expected Annual Production of the Project, without the prior written consent of PPUC.

4.3 Commercial Operation Date

4.3.1 Commercial Operation. The Facility shall achieve the Commercial Operation Date effective as of the date on which each of the conditions set forth on Schedule 2 have been satisfied. Seller shall cause the Facility to achieve the Commercial Operation Date and to be fully capable of reliably producing and delivering all Product required in accordance with this Agreement no later than [insert date 12 months after Approval Date] (the "Guaranteed Commercial Operation Date").

4.3.2 Procedures. When Seller believes that all of the conditions to the Commercial Operation Date in Schedule 2 have been satisfied, Seller shall submit to PPUC a certificate of an officer of Seller familiar with the Project after due inquiry (a "Completion Certificate"), certifying;

i) that each of the requirements set forth in 7.1 and on Schedule 2 have been satisfied with respect to each Facility and the Project, as applicable,

ii) the Facility Capacity of each Facility [NOTE: To be provided for each Facility],

iii) the Project Capacity of the Project,

iv) that the Facility Capacity of each Facility comprising the Project is not less than the Minimum Facility Capacity nor greater than the Expected Capacity of such Facility, and

v) that the Project Capacity of the Project is not less than the Minimum Project Capacity nor greater than the Expected Capacity of the Project.

If, after Seller provides a Completion Certificate, PPUC believes, in good faith, that the conditions set forth on Schedule 2 have not been satisfied, PPUC shall, as soon as practicable but in no event more than ten (10) Business Days after receipt of the Completion Certificate, provide a written objection to Seller stating

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with specificity those conditions that PPUC believes, in good faith, have not been satisfied and the basis for such conclusion. If PPUC fails to provide a written objection within such ten (10) Business Day period according to the immediately preceding sentence, the Commercial Operation Date shall be the date on which such conditions were satisfied, as set forth in the Completion Certificate. If PPUC provides a written objection within such ten (10) Business Day period, then the Parties shall promptly confer for the purpose of resolving any dispute with respect to any condition set forth on Schedule 2. If the Parties reach agreement, the Commercial Operation Date shall be the date agreed by the Parties. If the Parties do not reach agreement, either Party may submit the dispute to the dispute resolution procedures set forth in Section 17.

4.4 Construction Milestones

4.4.1 Milestones. In order to achieve the Commercial Operation Date by the Guaranteed Commercial Operation Date, Seller agrees to meet the construction milestones (the "Milestones") set forth on the Milestone Schedule attached as Schedule 4.

4.4.2 Extension of Milestones. If Seller fails to achieve any Milestone by the corresponding date set forth on the Milestone Schedule (a "Milestone Date"), including the Guaranteed Commercial Operation Date, Seller may, at its option, pay PPUC an extension payment of [$_____] per kW of Expected Capacity of the Project per Day for each Day of delay in achieving such Milestone. Upon the achievement of such Milestone and PPUC’s receipt of such extension payment, each subsequent Milestone in the Milestone Schedule, including the Guaranteed Commercial Operation Date, shall be extended day-for-day, up to a maximum extension of one hundred eighty (180) Days in the aggregate (the "Extended Milestone Dates").

4.4.3 Return of Extension Payment. If Seller, after paying an extension payment with respect to any Milestone, is able to achieve the original Commercial Operation Date on or prior to the original Guaranteed Commercial Operation Date notwithstanding such missed Milestone (and without taking account of any extension of the Guaranteed Commercial Operation Date as provided in Section 4.4.2 ) then PPUC shall return to Seller any extension payment previously paid by Seller within thirty (30) Days of Seller's achievement of the original Guaranteed Commercial Operation Date.

4.4.4 Limitation on Delay. If the Project fails to achieve any Milestone by the corresponding Milestone Date (or Extended Milestone Date, if applicable) or to achieve the Commercial Operation Date by the Guaranteed Commercial Operation Date, unless such failure is caused by:a) the failure of PPUC to perform its obligations hereunder or under the Interconnection Agreement, if any, in a timely manner (regardless of whether such failure to perform is a result of an Uncontrollable Circumstance) ("PPUC Delay"), orb) a delay caused by an Uncontrollable Circumstance, then PPUC may, at its option, terminate this Agreement by thirty (30) Days notice to Seller. If the Project is unable to achieve any Milestone by the corresponding Milestone Date (or Extended Milestone Date, as applicable) or to achieve the Commercial

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Operation Date by the Guaranteed Commercial Operation Date, because of PPUC Delay or an Uncontrollable Circumstance, such Milestone Date (or Extended Milestone Date, as applicable) and the Guaranteed Commercial Operation Date shall be extended:

(i) in the case of an Uncontrollable Circumstance day for day, for each day the Uncontrollable Circumstance continues to affect the Project or the Seller; provided, that neither the Milestones nor the Guaranteed Commercial Operation Date shall be extended for more than twelve (12) months in the aggregate for delays due to Uncontrollable Circumstances, and(ii) in the case of PPUC Delay, for such period of time as reasonably may be required as a consequence of such failure.

Upon becoming aware of the occurrence of any such delay or failure, Seller shall promptly notify PPUC of such event, providing reasonable detail with respect to the alleged delay or failure and its effect on Seller's ability to meet the schedule, and shall proceed with reasonable diligence to resume performance as promptly as practicable under the circumstances. The provisions of this Section 4.4.4 shall not be construed to limit the termination rights of the Parties with respect to extended Uncontrollable Circumstances as provided in Section 13.3, nor to limit any right or remedy of a Party with respect to a breach of this Agreement by the other Party.

4.5 PPUC's Rights During ConstructionPPUC shall have the right to monitor the construction, commissioning and testing of the Facilities, and Seller shall comply with all reasonable requests of PPUC with respect to the monitoring of these events. Seller shall cooperate in such physical inspections of the Facilities as may be reasonably requested by PPUC during and after completion of construction. All persons visiting the Facilities on behalf of PPUC shall comply with Seller's reasonable safety and health rules and requirements. PPUC’s technical review and inspection of the design documents or any of the Facilities shall not be construed as endorsing the design thereof or its compliance with this Agreement, nor as any warranty of safety, durability, or reliability of the Facility.

4.6 Site ControlSeller shall acquire legal title to, or obtain a valid and binding leasehold interest in, or an easement, right-of-way, license, or other right to use, such Site, for the Contract Term and on a schedule sufficient to meet its obligations under this Agreement, and in any case prior to the commencement of construction and not later than the date set forth on the Milestone Schedule ("Site Control").

Seller shall provide to PPUC, promptly after obtaining such legal title, leasehold interest, easement, right-of-way or use in such Site, a copy of the relevant documentation with respect to such acquisition, leasehold, or other interest, and in any event prior to the commencement of construction.

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4.7 Project Development

4.7.1 Site Report. For each Site at which a Facility with an Expected Capacity of 200 kW or more will be ground-mounted, Seller shall conduct a Phase I environmental investigation within ninety (90) Days of the Contract Date and, if indicated by the Phase I environmental investigation, a Phase II environmental investigation of each Site within one hundred eighty (180) Days of the Contract Date, and shall promptly after each investigation, provide PPUC a copy of the report summarizing such investigation that includesa) any data or information generated pursuant to such investigation, andb) a confirmation from a reputable, qualified environmental engineer selected by Seller with the approval of PPUC (such approval not unreasonably to be withheld, conditioned, or delayed) that the Site has been inspected for environmental contamination and the results of such inspection.

4.7.2 Permits and Approvals. Seller shall, at its expense, acquire and maintain in effect, and shall comply with, all Permits and Approvals from all Governmental Authorities with jurisdiction over Seller, the Project, any Facility, or any Site, and shall complete all environmental impact studies necessary for the ownership, construction, or completion of the Project, a Facility or a Site, including the disposal of any waste, by-products, or hazardous materials, if any, and for Seller to perform its obligations under this Agreement. PPUC shall not be responsible in any way whatsoever for any Permits and Approvals or environmental studies or assessments that may be necessary for Seller to perform its obligations under this Agreement.

4.7.3 Facility Contracts. Seller shall provide to PPUC, not later than the Closing Date, copies of the following major contracts governing the design and construction of the Facilities and the ability of Seller to deliver Product in accordance with this Agreement:

i) contracts for the manufacture, delivery and installation of the solar PV systems and inverters;

ii) engineering, procurement and construction, or other general contractor agreements; and

iii) operating agreements, warranty agreements, and long-term service agreements.

Upon PPUC’s reasonable notice and request, Seller shall provide PPUC with other construction contracts and major engineering drawings related to the Facilities. Seller shall provide sufficient information for PPUC to be reasonably assured that Seller has contracted with financially responsible vendors as part of the Facility construction process.

4.7.4 Financing. Within ninety (90) Days after the Approval Date, Seller shall provide PPUC with reasonable evidence that it has the capability to finance construction of the Project, which may take the form of lender letters of intent or commitment letters. Seller shall give reasonable advance notice to PPUC of the expected date of the Closing Date, and shall notify PPUC promptly after the Closing Date.

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4.8 Progress Reports

Seller shall advise PPUC of the achievement or each Milestone, and shall notify PPUC in a timely manner of any significant changes to its construction and completion schedules.

4.9 Inspection

Seller shall cooperate in any physical inspections of the Facilities or the Sites by PPUC, as may be reasonably required by PPUC during the Contract Term.

5 ELECTRIC POWER PURCHASE AND SALE

5.1 Sale and Purchase of Electricity

Commencing on the Commercial Operation Date and continuing throughout the Contract Term, and subject to the terms and conditions of this Agreement, Seller shall sell and deliver to PPUC, and PPUC shall purchase and accept from Seller:a) one hundred percent (100%) of the Electric Energy generated by each Facility and delivered by Seller to the Delivery Points as provided herein, andb) for no additional consideration other than the payment of the amounts set forth in Section 5.2, all of the Capacity Benefits, Environmental Attributes and other Products in addition to Electric Energy that are produced by or associated with the Project.

5.2 Purchase Price

For each Billing Period, PPUC shall pay Seller for the Electric Energy and other Products delivered hereunder during such Billing Period, an amount equal to the product of:a) the Electric Energy delivered hereunder during such Billing Period, multiplied byb) the Product Price as set forth in Schedule 6.

5.3 Limitation on Purchase

Notwithstanding any other provision of this Agreement, PPUC shall have no obligation to purchase or accept, any Electric Energy at the Delivery Point for any Facility in excess of the Maximum Expected Annual Production of such Facility, as set forth in Schedule 5.

5.4 Electrical Specifications

Seller warrants that the Electric Energy delivered to PPUC shall meet the connection requirements, quality standards and technical specifications set forth in the Interconnection Agreement or the Interconnection Standards, as applicable, and Schedule 3.

5.5 Delivery

Seller shall deliver all Electric Energy produced at each Facility to PPUC at such Facility's Delivery Point.

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5.6 Exceptions to Obligation to Deliver and Accept Electric Energy

5.6.1 Exceptions. PPUC shall not be obligated to accept or purchase Test Energy or to accept or purchase Electric Energy from a Facility in accordance with this Clause 5, as and to the extent any of the following applies: a) To the extent that transmission facilities are loaded to their maximum

capability and continued or increased output of Electric Energy from the Facility would adversely affect the reliability or power quality of PPUC’s Electric System or PPUC interrupts acceptance of the Facility's Electric Energy to conduct maintenance or testing or to install or replace equipment of the interconnection or adjacent transmission or subtransmission facilities (each such event, a "Transmission Event"); or

b) To the extent any of the following events applies to a Facility or the Project: i) PPUC during any Electric System Emergency has reduced

interconnection service or disconnected the Project, any of the Facilities, or any of Seller's Interconnection Facilities in accordance with Article [_] of the Interconnection Agreement, or deliveries of Electric Energy would contribute to such Electric System Emergency, or if the Project or any of the Facilities must be disconnected, or PPUC requires Seller to interrupt or reduce deliveries of Electric Energy, pursuant to Section [___] of the Interconnection Agreement;

ii) the Facility or the Electric Energy produced thereby does not comply with the requirements set forth in Schedule 3 of this Agreement, or the provisions of Section [__] of the Interconnection Agreement;

iii) the Facility is unavailable due to Scheduled Maintenance Outages, forced outages, or unscheduled maintenance; or

c) without limiting the provisions in Clause 13, to the extent: i) performance by Seller is prevented by Uncontrollable Circumstances,

to the extent such Uncontrollable Circumstance reduces the availability or output of Electric Energy below the Project Capacity; or

ii) performance by PPUC is prevented by Uncontrollable Circumstances, or Uncontrollable Circumstances prevent PPUC from accepting, transmitting, or distributing, Electric Energy.

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5.6.2 Notice. Where practicable, each Party shall give the other Party reasonable advance notice of any interruption, curtailment, or reduction effected pursuant to this Section 5.6, the circumstances requiring or necessitating the interruption, curtailment or reduction of Seller's delivery or sale, or PPUC’s acceptance or purchase, of the Facility's Electric Energy and, if able, the reasons therefore, and the extent and duration thereof. In the event that a Party is unable, for any reason, to give the other Party such advance notice, such Party shall, as soon thereafter as practicable, contact the other Party explaining the circumstances requiring or necessitating the interruption, curtailment, or reductions, and, if able, furnish the reasons therefore and the extent and duration thereof. PPUC shall resume the acceptance of the Facility's Electric Energy when the cause for the interruption, curtailment, or reduction no longer exists.

5.6.3 Effects. In the event of any interruption, curtailment, or reduction effected pursuant to this Section 5.6, Seller shall not produce Product or sell Product to any third party to the extent so interrupted, curtailed, or reduced. Except as provided in Section 5.7, PPUC shall have no liability for damages or otherwise to Seller or any third party due to PPUC’s failure to accept or purchase the Facility's Electric Energy pursuant to this Section 5.6.

5.7 Curtailment

To the extent an interruption, curtailment, or reduction pursuant to Section 5.6 results from a Transmission Event (a "Curtailment"), PPUC shall pay Seller the Product Price for the applicable Billing Period for the amount of Electric Energy so curtailed (and any other associated Product) ("Curtailed Product"), calculated based on the actual solar irradiance and meteorological data of each Facility (if available, including through the meteorological information contemplated by Section 8.5.2), manufacturer's production and degradation curves, and prior production and metering data for comparable periods within the current or prior Contract Year.

5.8 Minimum Annual Energy Production

5.8.1 Annual Electric Energy Delivered. The “Annual Electric Energy Delivered” for any Contract Year will be equal to the sum of the Project’s net Electric Energy delivered in that Contract Year in kWh, plus any Curtailments for that Contract Year as contemplated in Section 5.7, plus any Lost Production as set forth in Section 5.8.4.

5.8.2 Production Target. Seller warrants that the Annual Electric Energy Delivered in any Contract Year will be equal to or greater than the Minimum Expected Annual Production for that Contract Year as set forth in Schedule 5.

5.8.3 Under Production Penalty. To the extent that Seller does not meet their obligations under Section 5.8.2 Seller shall pay PPUC for the amount of Electric Energy not delivered for that Contract Year, calculated by subtracting the Annual Electric Energy Production from the Minimum Expected Annual Production, and multiplying this difference by the Product Price for that Contract Year, as set forth in Schedule 6.

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5.8.4 Lost Production. To the extent an interruption, or reduction pursuant to Section 5.6 results from Uncontrollable Circumstances as contemplated in Section 13.3 or from an Electric System Emergency as contemplated in Section 8.5.3 (the “Lost Production”) Seller may, for the sole purpose of meeting their annual Electric Energy production obligation under Section 5.8.2 and with written approval from PPUC, add the net Lost Production for that Contract Year to the Annual Electric Energy Delivered in that Contract Year. Lost Production shall be calculated using the same method used to establish Curtailments as set forth in Section 5.7. Without limiting the provisions of Clause 5 or Clause 6 seller shall not invoice or be paid by PPUC for such Lost Production.

5.9 Title and Risk of Loss

As between the Parties, Seller shall be deemed to be in control of the Electric generated by the Facility up to and until delivery and receipt at its Delivery Point and PPUC shall be deemed to be in control of the Electric Energy from and after delivery and receipt at such Delivery Point. Title and risk of loss of the Products shall transfer from Seller to PPUC at each respective Delivery Point.

5.10 Exclusivity

Seller shall not deliver or sell to any Person other than PPUC any electric capacity, electric energy, ancillary services, or other products or services, including any Product, generated or produced at or associated with the Facility.

5.11 Adjustment for Governmental Incentives

The allocation between Seller and PPUC of any Governmental Incentives shall be as set forth in Schedule 10.

6 METERING, BILLING AND PAYMENT

6.1 Meter Reading

Each Billing Period, the Metering Devices shall be read and the quantity of Electric Energy delivered by Seller to PPUC at each Delivery Point shall be recorded for billing purposes by PPUC, unless such quantity is determined by electronic means as contemplated by Schedule 9.

6.2 Installation of Meters

The Metering Devices shall be obtained and installed, calibrated and tested, at Seller's expense, by PPUC, as part of PPUC’s Interconnection Facilities, as provided in Schedule 9 and the Interconnection Agreement, if any. PPUC shall complete the initial installation, calibration, and testing of such Metering Devices on a schedule mutually agreed to by the Parties; provided, that if Seller shall have given PPUC at least one hundred twenty (120) Days notice of the initial synchronization of a Facility to PPUC's Electric System, such activities shall be completed by PPUC at least thirty (30) Days prior

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to such synchronization. The Metering Devices shall be readily capable of automatic metering by powerline carrier or radio technology.

6.3 Invoicing

6.3.1 Information. Promptly following the end of each Billing Period, each Party shall provide to the other Party such information available to such Party as reasonably may be required to enable Seller to prepare an invoice respecting the Products delivered by Seller hereunder, including hourly records of Electric Energy actually delivered by the Project and any outages or deratings of the Project. If agreed by the Parties, such information may be provided by electronic means, through telemetering of data available from the Metering Devices or remote terminal units, or as may be provided by such other methods as agreed in the Project Management Procedures.

6.3.2 Invoices. Promptly following the end of each Billing Period, Seller shall prepare and deliver to PPUC an invoice (the "Invoice") for the Products delivered by Seller to each Delivery Point during such Billing Period in accordance with this Agreement. All Invoices shall be accompanied by such supporting documentation as PPUC reasonably may request.

6.3.3 Itemization. Each Invoice shall be itemized substantially in the manner set forth in Appendix C, or in such other form and format as PPUC reasonably may request, and shall state: a) the amount of Electric Energy delivered to each Delivery Point by Seller

during each hour of such Billing Period, as contemplated by Section 5.2; b) the amount of Curtailed Product for such Billing Period, as contemplated by

Section 5.7; c) an adjustment for Governmental Incentives, if any, not previously paid as

contemplated by Section 5.11 and Schedule 10; d) an adjustment for PPUC’s costs and expenses for meter calibration, as

provided in Section 6.2; ande) an adjustment for PPUC’s cost of operating and maintaining PPUC’s

Interconnection Facilities as provided in the Interconnection Agreement and as invoiced by PPUC, as provided in Section 8.5;

f) any other charges or adjustments expressly set forth in this Agreement.

6.3.4 Test Energy. Test Energy delivered by Seller to a Delivery Point in accordance with the terms of this Agreement (notably Section 7.1.3), in each calendar month or portion thereof prior to and including the Commercial Operation Date, shall be invoiced by Seller and paid by PPUC in accordance with the procedures set forth in this Clause 6 (other than Section 6.3.3).

6.3.5 Noting Lost Production. Following successful negotiation and written agreement from PPUC as to the extent of any Lost Production in accordance with Section 5.8.4, Seller shall note the dates and quantity of such Lost Production as a separate item on the invoice for a given Billing Period and without including any charge for Lost Production.

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6.3.6 Running Total for Energy Production. For the purposes of monitoring Seller’s progress throughout a Contract Year with regards to achieving their Minimum Expected Annual Production as set forth in Section 5.8, Seller shall include as part of their invoice for each Billing Period a ‘running total’ starting from the beginning of that Contract Year and including the Billing Period in question, with details of the following kWh values explicitly itemizeda) the net Electric Energy delivered up until the end of the billing period in

question for that Contract Year,b) the net Curtailments up until the end of the billing period in question for that

Contract Year, c) the net Lost Production up until the end of the billing period in question for

that Contract Year,d) the sum of these items (a) to (c) (the “Running Total”), and a comparison of

the Running Total value withe) the target for that Contract Year in the form of the Minimum Expected

Annual Production, as set forth in Schedule 5.

6.4 Payment of Invoices

Unless otherwise specified herein, payments due under this Agreement shall be due and payable in Dollars on or before the thirtieth (30th) Day following receipt of the Invoice. All such payments to Seller shall be made to the depositary account designated by Seller, by notice to PPUC, and at Seller's request shall be made by wire transfer to such account. Remittances received by mail will be considered to have been paid when due if the postmark indicates that the payment was mailed on or before the thirtieth (30th) Day following receipt of the Invoice.

6.5 Invoice Disputes

In the event of a bona fide dispute about the correctness of an Invoice, PPUC shall:a) notify Seller in writing of the nature of the dispute, clearly setting forth in such written

notice the date of the subject Invoice and the dollar amount of the portion thereof which is being disputed, and

b) pay the undisputed amount in accordance with Section 6.3 pending the resolution of the dispute.

Additional amounts owed by PPUC or refunds due to PPUC upon resolution of the billing dispute shall accrue interest at an annual rate equal to LIBOR plus two percent (2%).

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7 TESTING, COMMISSIONING AND COMMERCIAL OPERATION

7.1 Initial Performance Test

7.1.1 Test Schedule. Seller shall submit its start-up and test schedule for the Project for PPUC's review at least sixty (60) Days prior to start up and testing to establish the Commercial Operation Date as contemplated by Section 4.3 and Schedule 2.

7.1.2 Initial Performance Test. The initial performance tests for each Facility to be conducted to establish the Commercial Operation Date (the "Initial Performance Tests") shall be comprised of:a) the tests that are conditions to commencement of commercial operations of

the Project under the Permits and Approvals, the Interconnection Agreement, if any, any engineering, procurements and construction contracts for the Project, any operating agreements for the Project, Seller's financing documents for the Project, and any manufacturers' warranties, and

b) for each Facility with an Expected Capacity of 200 kW or more, the tests set forth on Schedule 8 (the "Performance Tests").

7.1.3 Test Energy. Seller shall coordinate with PPUC the production and delivery of Electric Energy during the construction, start-up, testing, and commissioning of each Facility after initial synchronization of such Facility with PPUC’s Electric System and prior to the Commercial Operation Date ("Test Energy"). PPUC shall cooperate with Seller to facilitate Seller's testing of each Facility and shall accept delivery of all Test Energy at its Delivery Point and purchase such Test Energy at a price equal to fifty percent (50%) of the Product Price.

7.2 Performance Testing After Extended Outage

PPUC by notice to Seller may require new Performance Tests of the Project by notice to Seller within thirty (30) Days after any Extended Outage of a Facility or the Project.

7.3 Adjustments to Facility Capacity, Project Capacity, and Expected Annual Production

7.3.1 Initial Determination of Facility Capacity. The Facility Capacity of each Facility after the Initial Performance Test shall be the continuously available AC Electric Capacity of the inverters and related equipment, systems, components, fixtures, and facilities of such Facility that pass such Performance Tests of such Facility conducted immediately prior to the Commercial Operation Date and otherwise meet the requirements for Commercial Operation set forth on Schedule 2.

7.3.2 Initial Determination of Project Capacity. The Project Capacity of the Project after the Initial Performance Test shall be the aggregate Electric Capacity of all Facilities that pass the initial Performance Test and otherwise meet the requirements for Commercial Operation set forth on Schedule 2.

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7.3.3 Determination of Facility Capacity and Project Capacity After an Extended Outage. The Facility Capacity of each Facility after a Performance Test conducted after Commercial Operation, as contemplated by Section 7.2, shall be the continuously available AC Electric Capacity of the inverters and related equipment, systems, components, fixtures, and facilities of such Facility that pass such Performance Tests of such Facility. The Project Capacity of the Project after such a Performance Test shall be the aggregate Electric Capacity of all Facilities that pass such Performance Test.

7.3.4 Adjustments to Expected Annual Production. If after any Performance Test the Project Capacity is less than the Expected Capacity of the Project, but greater than the Minimum Project Capacity, then the Expected Annual Production, Minimum Expected Annual Production and Maximum Expected Annual Production for each Contract Year of the remaining Contract Term may with the consent of PPUC in its sole discretion, be adjusted, and in proportion to the ratio of the Project Capacity to the Expected Capacity of the Project.

7.3.5 Limitation on Capacity; Modifications to Facilities or Project. Without the consent of PPUC in its sole discretion,a) the Facility Capacity of any Facility established as of the Commercial

Operation Date or in any subsequent Performance Test shall not be less than the Minimum Facility Capacity of such Facility,

b) the Project Capacity established as of the Commercial Operation Date or in any subsequent Performance Test shall not be less than the Minimum Project Capacity,

c) Seller shall not modify any Facility in a manner that would result in any modification to the technical requirements or terms and conditions agreed upon in the Interconnection Agreement

d) Seller shall not modify any Facility in a manner that would increase the Facility Capacity of such Facility, or the Project Capacity of the Project, as applicable, to an amount that is greater than one hundred twenty-five percent (125%) of the Facility Capacity or Project Capacity, as applicable, established as of the Commercial Operation Date.

7.4 Observation; Reporting

7.4.1 Observation. PPUC and its representatives shall have the right to have representatives present for such start-up and testing. Seller shall notify PPUC not less than three (3) Business Days, and not more than fourteen (14) Days, prior to commencing such start-up and testing.

7.4.2 Reporting. Promptly (and not later than five (5) Business Days) after completion of any Performance Tests, Seller shall provide to PPUC a certificate setting out and confirming the Performance Test results and attaching such back-up information as reasonably may be required to evaluate and verify such results.

7.4.3 Effective Test. The latest Performance Tests shall be deemed to be the effective test at any time, whether or not successful, and the Facility Capacity or Project Capacity demonstrated by such latest test shall be deemed to be the Facility Capacity or Project Capacity, as applicable.

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8 INTERCONNECTION

8.1 Interconnection

The Interconnection Procedures set forth the procedures for determining the need for an Interconnection Study and for an Interconnection Agreement for each Facility. Each Facility shall interconnect with PPUC’s Electrical System at or near the applicable point on PPUC’s Electric System indicated on Appendix B, or such other location as may be determined in accordance with the Interconnection Procedures.

8.2 Interconnection Agreement

8.2.1 Effective as of the Contract Date, for each Facility required to enter into an Interconnection Agreement pursuant to the Interconnection Procedures, the Parties have entered into an Interconnection Agreement which, among other things, sets forth arrangements for the installation and operation of the Interconnection Facilities. Each such Facility's interconnection with, and delivery of Electric Energy into, PPUC’s Electric System shall be accomplished in accordance with the standards specified in the Interconnection Agreement.

8.2.2 An interconnection agreement will not be required for Facilities that pass the technical screens set forth in the Interconnection Procedures. Each such Facility's interconnection with, and delivery of Electric Energy into, PPUC’s Electric System shall be accomplished in accordance with the Interconnection Standards.

8.3 Interconnection Facilities

Seller shall be responsible for the development, design, permitting, engineering, procurement, construction, installation, completion, and testing of the various portions of the Interconnection Facilities, as set forth in the Interconnection Agreement or the Interconnection Standards, as applicable. Seller shall use commercially reasonable efforts to complete such work within the time frame determined in the Final Interconnection Study or the Interconnection Standards, as applicable.

Seller will be solely responsible for the costs of development, design, permitting, engineering, procurement, construction, installation, completion and testing of the Interconnection Facilities, consistent with the Final Interconnection Study, if applicable, and as provided in the Interconnection Agreement or the Interconnection Standards. Upon the completion of the Interconnection Facilities, but no later than the Commercial Operation Date, Seller shall transfer to PPUC full ownership and control, including any required Permits and Approvals, of PPUC’s Interconnection Facilities.

8.4 Interconnection Study

If required by the Interconnection Procedures, on or before sixty (60) Days after the Contract Date, Seller shall provide to PPUC data required in Schedule [_] to the Interconnection Agreement, in form and substance reasonably satisfactory to PPUC. PPUC shall perform the Final Interconnection Study as provided in the Interconnection

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Agreement within one hundred and twenty (120) Days of Seller's provision of such information. The Final Interconnection Study shall, at a minimum:a) determine the final location and configuration of each Delivery Point and the

Interconnection Facilities,b) determine the time required to complete the Interconnection Facilities, andc) designate the PPUC operations center that will coordinate the operations of the

Project.

8.5 Operation and Maintenance Obligations

8.5.1 Operation and Maintenance. Seller shall be responsible for the maintenance and operation of Seller's Interconnection Facilities in accordance with the Interconnection Agreement or the Interconnection Standards, as applicable. PPUC, at Seller's expense, shall be responsible for the maintenance and operation of PPUC’s Interconnection Facilities as and to the extent provided in the Interconnection Agreement or the Interconnection Standards, as applicable, and PPUC shall invoice Seller each Billing Period for its costs incurred in performing such obligations, each such invoice to include a reconciliation and adjustment for actual costs incurred, if any, in the Billing Period prior to such invoice.

8.5.2 Meteorological Data. For each Facility that has an Expected Capacity greater than 200 kW, Seller shall install and maintain at such Facility's Site a meteorological station to monitor and report solar irradiance and meteorological data for such Facility. Seller shall also provide a two (2) year pre-paid remote communication package for each such meteorological station (to be renewed biannually) and shall provide PPUC with real-time electronic access to the meteorological data collected at such Facility. PPUC shall be responsible for maintaining and paying the costs associated with the meteorological station for each Facility that has an Expected Capacity greater than 200 kW. Either Party may install and maintain such equipment at its own cost for any other Facility.

8.5.3 Electric System Emergencies. PPUC shall notify Seller promptly by telephone, or as may be agreed in the Project Management Procedures, when it becomes aware of an Electric System Emergency that affects PPUC’s Interconnection Facilities or PPUC’s Electric System that may reasonably be expected to affect Seller's operation of a Facility or Seller's Interconnection Facilities. Seller shall notify PPUC promptly by telephone, or as may be agreed in the Project Management Procedures, when it becomes aware of an Electric System Emergency that affects a Facility or Seller's Interconnection Facilities that may reasonably be expected to affect PPUC’s Electric System or PPUC's Interconnection Facilities. To the extent such information is known, the notification shall describe the Electric System Emergency, the extent of the damage or deficiency, the expected effect on the operation of Seller's or PPUC's facilities and operations, its anticipated duration and the corrective action taken or to be taken. The initial notice shall be followed as soon as practicable with written notice. For avoidance of doubt, the provisions of this Section 8.5.3 shall not limit the obligations of the Parties with respect to Electric System

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Emergencies set forth in the Interconnection Agreement or the Interconnection Standards, as applicable.

8.6 Site Access

In order to help ensure the continuous, safe, reliable and compatible operation of each Facility with PPUC’s Electric System, Seller hereby grants PPUC for the period of interconnection, the reasonable right of ingress and egress, consistent with safe operation of each Facility, over property leased or otherwise controlled or used by Seller for the Project, to the extent PPUC deems such ingress and egress reasonably necessary in order to examine, test, calibrate, coordinate, operate, maintain, or repair any interconnection equipment involved in the parallel operation of the Facilities and PPUC’s Electric System, including the Metering Devices and any PPUC meteorological equipment. Seller, in its lease or other real estate documents evidencing its rights in each Site, shall secure for PPUC such rights of ingress and egress, and will cause the landlord or other Person with an interest in such property to enter into an estoppel agreement or other agreement satisfactory to PPUC confirming such access. Except in the event of actual or pending Electric System Emergency, or as otherwise provided in the Interconnection Agreement or the Interconnection Standards, as applicable, PPUC shall give reasonable prior notice to Seller prior to such ingress or egress.

9 OPERATION AND MAINTENANCE

9.1 Forecasting

9.1.1 For each Facility with an Expected Capacity of 200 kW or more, Seller shall, not more than fifteen (15) days prior to the end of each quarter of the PPUC Fiscal Year, provide PPUC with an anticipated monthly forecast of the Electric Energy to be produced during each month of the immediately following quarter.

9.1.2 The forecasts provided pursuant to Section 9.1.1 shall be made by Seller in good faith based on information available to it at such time, and as long as Seller acts in good faith such forecasts shall not be binding on Seller nor shall Seller be liable for any inaccuracies in such forecasts.

9.2 Capacity and Outage Reporting

Seller shall notify PPUC as soon as practical but in no event later than twenty-four (24) hours after the Electric Capacity of the Project falls below sixty percent (60%) of the Project Capacity. Seller shall notify PPUC promptly (and in any event not less than three Business Days) after:a) any emergency or unplanned outage or significant partial outage at any Facility, orb) the occurrence of any event that reasonably could be expected to reduce the

Electric Capacity, or production of Electric Energy of any Facility or the Project by forty percent (40%) or more during any Billing Period.

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9.3 Operations Schedule

9.3.1 Expected Operation and Maintenance Schedule. At least ninety (90) Days prior to the then-anticipated Commercial Operation Date, and at least ninety (90) Days prior to the end of each PPUC Fiscal Year thereafter during the Contract Term, Seller shall provide to PPUC, in writing, its planned Scheduled Maintenance Outages for the immediately succeeding PPUC Fiscal Year, the expected operation schedule of the Project for such immediately succeeding PPUC Fiscal Year, and a good faith, non-binding, estimate of the amount of Electric Energy to be generated by the Project and delivered to PPUC in each Billing Period of such immediately succeeding PPUC Fiscal Year. Seller shall exercise all reasonable efforts to coordinate Scheduled Maintenance Outages with PPUC to avoid overlap with PPUC’s planned outages of its generating units.

9.3.2 Scheduling. Seller may reschedule a Scheduled Maintenance Outage only upon PPUC’s prior written approval, which approval shall not be unreasonably withheld, conditioned, or delayed. Seller shall not schedule any Scheduled Maintenance Outages, except for Scheduled Maintenance Outages actually taken in accordance with the approved schedule in Section 8.3, without the prior written approval of PPUC.

9.4 Permits and Approvals

Seller shall, at its expense, acquire and maintain in effect, and shall comply with, all Permits and Approvals from all Governmental Authorities with jurisdiction over Seller, the Project, or any Site, or necessary for the ownership, operation, maintenance, removal, or remediation of the Project or any Site, including the disposal of any waste, byproduct(s) or hazardous materials, if any, and for Seller to perform its obligations under this Agreement. PPUC shall not be responsible in any way whatsoever for any Permits and Approvals, environmental studies or assessments that may be necessary for Seller to perform its obligations under this Agreement.

9.5 Operation and Maintenance

Seller shall operate and maintain each Facility in accordance with Good Engineering and Operating Practice, the Codes and Standards, and Applicable Laws, including applicable Environmental Laws.

9.6 Operating Representatives

9.6.1 Not later than ten (10) Days after the Contract Date, each Party shall appoint a member and an alternate member as operating representatives and provide written notice of such appointments to the other Party ("Operating Representatives"). Such appointments may be changed at any time by similar written notice. The respective Operating Representatives shall meet as necessary at a mutually agreeable time and place upon prior written notice. Each Operating Representative and alternate shall be a responsible person working with the day-to-day operations of, in the case of PPUC, PPUC’s Electric System and, in the case of Seller, the Facility.

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9.6.2 The duties of the Operating Representatives shall include those specifically identified elsewhere in this Agreement, and such other duties as may be delegated to them by mutual agreement of the Parties; provided, that such Operating Representatives shall not have the authority to amend this Agreement.

9.6.3 Each Party shall cooperate in providing to the Operating Representatives all information required in the performance of their duties. If the Operating Representatives are unable to agree on any matter that may be delegated to them in accordance with this Agreement, such matter shall be referred by the Operating Representatives to their principals for decision. All decisions made by the Operating Representatives or principals shall be evidenced in writing.

9.7 Project Management Procedures

The Parties may, from time to time, agree on standing procedures, consistent with this Agreement, respecting such matters as coordination, scheduling, or rescheduling of planned outages of their respective facilities; metering; reporting; and such other matters as may be contemplated by this Agreement or the Parties otherwise may agree therein (the "Project Management Procedures"). In the event of any conflict between the provisions of this Agreement and the Project Management Procedures, this Agreement shall control.

9.8 Environmental Attributes and Other Products

9.8.1 Environmental Attributes and Renewable Energy Benefits. The Parties acknowledge that current Applicable Law, as well as future Change in Law, may create value in the ownership, use or allocation of Environmental Attributes. To the extent applicable, PPUC shall own or be entitled to claim, and Seller for no additional consideration hereby conveys, or upon the award, registration, certification, or other allocation of such Environmental Attributes shall convey, to PPUC all Environmental Attributes resulting from Seller's generation at or delivery of Electric Energy or Electric Capacity from the Project during the Contract Term. PPUC shall be entitled to claim any benefit or credit from the generation of electricity at the Project under any renewable energy, clean energy, or other similar requirements that may be imposed on PPUC by Applicable Laws or otherwise.

9.8.2 Other Products. PPUC shall be entitled to claim any Capacity Benefits, ancillary products, and other Products resulting from the generation of electricity at the Project under any requirements that may be imposed on PPUC by Applicable Laws or otherwise.

9.8.3 Qualification for Benefits. Seller shall use commercially reasonable efforts to cause the Facilities to qualify for any Environmental Attributes, Capacity Benefits, or other Products or to meet any clean energy standards, renewable portfolio standards, installed capacity resource adequacy, or other similar benefits, standards or requirements, and, if requested by PPUC, shall take all further measures reasonably necessary to allow PPUC to qualify for, claim, register, certify, or be allocated such benefits or credits.

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10 SECURITY

10.1 Construction Security

On the Contract Date, Seller shall provide, for each Project with an Expected Capacity of 200 kW or more, a letter of credit from a bank reasonably acceptable to PPUC in the form of Appendix D in the amount of $[__] per kW of Expected Capacity to secure Seller's obligations to meet the Milestones and to perform its other obligations hereunder, which letter of credit shall remain in full force and effect until the Commercial Operation Date (the "Construction Security").

10.2 Performance Security

On or prior to the Commercial Operation Date, as security for the performance of its obligations under this Agreement, Seller shall provide, for each Project with an Expected Capacity of 200 kW or more, a replenishable letter of credit from a bank reasonably acceptable to PPUC in the form of Appendix D in the amount of $[__] per kW of Project Capacity (the "Performance Security"). Seller shall cause such a letter of credit to remain in effect until the expiration of the Contract Term and the completion of Seller's obligations under Section 3.4.

11 RECORDS

11.1 Operating Records

Seller and PPUC shall each keep complete and accurate records and all other data required by each of them for the purposes of proper administration of this Agreement, including such records as may be required under Applicable Law or by Governmental Authorities. PPUC reserves the right to audit any records necessary to evaluate and verify Seller's compliance with this Agreement and PPUC’s business ethics policies as may be provided from time to time by PPUC to Seller.

11.2 Operating Log

Seller shall maintain an accurate and up-to-date operating log, in electronic format, at the Facility, with records of real production for each hour; changes in operating status; scheduled maintenance and forced outages; and any unusual conditions found during inspections. Seller shall maintain accurate and up-to-date logs of delivered energy, including Test Energy, and other records needed in order to comply with this Agreement.

11.3 Billing and Payment Records

To facilitate payment and audit, Seller and PPUC shall keep all books and records necessary for billing and payments in accordance with this Agreement. A copy of all records of Seller pertaining to the operation of the Facility shall be maintained in the Republic of Palau at the location specified in Appendix A. Seller shall advise PPUC in writing of any change to the location at which the such copy is kept within sixty (60) Days of such change.

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11.4 Audit Rights

Seller shall have the right, upon reasonable notice and during normal business hours, to audit relevant information provided by PPUC for Seller's preparation of any Invoice(s). During the Contract Term and for five (5) years thereafter, PPUC shall have the right, upon reasonable notice and during normal business hours, to audit relevant electric generation and other information relevant to the performance of Seller's obligations hereunder and the calculation of any amounts payable by PPUC hereunder and all the information required to be maintained hereunder. The Parties shall provide each other with copies of records in computer – readable format as well as hard copies. In the event that PPUC's audit uncovers overcharges in excess of one percent (1%) of any Invoice, Seller shall reimburse PPUC for the costs incurred in connection with such audit.

12 INSURANCE

12.1 Evidence of Insurance

12.1.1 Seller shall, on or before that date (the "Insurance Date") that is:a) with respect to the Commercial General Liability insurance, not later than the date five (5) Business Days after acquiring title to, or a leasehold interest in, each Site, andb) with respect to each other policy, not later than the earlier of (A) the date ten (10) Business Days prior to commencement of work on such Site, or (B) the date set forth on Schedule 7, and on or before June 1 of each year following such earlier date, provide PPUC with two copies of evidence of insurance as provided in Schedule 7 documenting that insurance coverages for the Project are in compliance with the specifications for insurance coverage set forth in Schedule 7. Such evidence of insurance shall be in compliance with the requirements set forth in Schedule 7.

12.1.2 Seller's liability under this Agreement is not limited to the amount of insurance coverage required herein.

12.1.3 PPUC shall have the right, at times deemed appropriate to PPUC during the Contract Term, to request Seller to modify the insurance minimum limits specified in Schedule 7 in order to maintain reasonable coverage amounts consistent with then-current industry standards and to the extent such limits are commercially available at commercially reasonable rates. Seller shall make all commercially reasonable efforts to comply with any such request.

12.1.4 For any insurance required under Schedule 7, Seller shall be responsible for all deductibles, retentions, coinsurance, and the difference between any sublimits and the limits set out in Schedule 7.

12.2 Term and Modification of Insurance

All insurance required under this Agreement shall cover occurrences arising on and after the applicable Insurance Date and continuing during the Contract Term; provided, that the Commercial General Liability insurance required under Schedule 7 shall cover

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occurrences during the Contract Term and for a period of two (2) years after the expiration of the Contract Term. In the event that any insurance as required herein is commercially available only on a "claims-made" basis, such insurance shall provide for a retroactive date not later than the applicable Insurance Date and such insurance shall be maintained by Seller, with a retroactive date not later than the retroactive date required above, for a minimum of five (5) years after the Contract Term.

13 UNCONTROLLABLE CIRCUMSTANCES

13.1 Effect of Uncontrollable Circumstance

Neither Party shall be liable to the other Party for failure to perform any obligation hereunder, when such failure is the result of the occurrence of an Uncontrollable Circumstance after the Contract Date; provided, that neither Party shall be excused from any obligation to pay amounts due under this Agreement by reason of an Uncontrollable Circumstance. Upon becoming aware of the occurrence of an Uncontrollable Circumstance, or that any such event is reasonably expected to occur, the affected Party shall promptly notify the other Party of such event, or such pending event, as the case may be. The suspension of performance shall be of no greater scope and of no longer duration than is reasonably required as a result of the Uncontrollable Circumstance.

The non-performing Party shall proceed with reasonable diligence to remedy its inability to perform and shall provide weekly progress reports to the other Party describing actions taken to end the Uncontrollable Circumstance; provided, that the non-performing Party shall not be required to settle any strikes on terms that are adverse to such Party and not commercially reasonable. When the non-performing Party is able to resume performance of its obligations under this Agreement that Party shall give the other Party written notice to that effect. Except as otherwise expressly provided for in this Agreement, the existence of an Uncontrollable Circumstance shall not relieve the Parties of their obligations under this Agreement (including payment obligations) to the extent that performance of such obligations is not precluded by such Uncontrollable Circumstance.

13.2 Changes Due to Uncontrollable Circumstance

As soon as practicable following the initial notice of the Uncontrollable Circumstance by either Party pursuant to Section 13.1, the notifying Party shall provide the other Party with a written preliminary evaluation of the extent of the adverse effect on the performance of such other Party's obligations caused by the Uncontrollable Circumstance or on the operation and maintenance of the Facility. Upon completion of the notifying Party's final analysis of such adverse impact, including completion of engineering estimates, if necessary, and of any necessary modifications or repairs to the Facility or other remedial action, the notifying Party shall provide the other Party with a final written report of the overall impact on the Facility.

13.3 Termination Due to Uncontrollable Circumstance

In the event that Seller's delay or failure of performance caused by Uncontrollable Circumstances continues for an uninterrupted period of twelve (12) months, PPUC may terminate this Agreement upon written notice to Seller. In the event that PPUC’S delay or

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failure of performance caused by Uncontrollable Circumstances continues uninterrupted for a period of twelve (12) months, Seller may terminate this Agreement upon written notice to PPUC. If the Agreement is terminated pursuant to this Section 13.3, neither Party shall have any further obligations hereunder except as to costs and balances incurred prior to the effective date of such termination and provisions expressly surviving termination pursuant to Section 19.6.

14 DEFAULT AND TERMINATION

14.1 Seller Default

PPUC may declare Seller in default under this Agreement if any of the following shall occur:

14.1.1 The Project Capacity at any time is less than the Minimum Project Capacity, and Seller fails to cure such deficiency, as demonstrated by a Performance Test, within thirty (30) days.

14.1.2 In any two consecutive Contract Years the Project fails to meet its Minimum Expected Annual Production target as set forth in Section 5.8.2

14.1.3 Seller fails to pay undisputed amounts due to PPUC under this Agreement within thirty (30) Days following notice from PPUC.

14.1.4 Seller fails to maintain solvency, including: a) inability, failure, or refusal to pay debts as they mature; entry into an

arrangement with or for the benefit of its creditors; consent to or acquiescence in the appointment of a receiver, trustee, or liquidator for a substantial part of Seller's property;

b) bankruptcy, winding up, reorganization, insolvency, arrangement, or similar proceeding instituted by or against Seller under the laws of any jurisdiction, which proceeding is not dismissed within ninety (90) Days;

c) any action or answer in a bankruptcy, winding up, reorganization, insolvency, arrangement, or similar proceeding in which Seller approves of, consents to, or acquiesces in, any such proceeding; or

d) the levy of any distress, execution, or attachment upon Seller's property which shall substantially interfere with Seller's performance hereunder; provided, that this form of insolvency shall not be deemed to have occurred if the insolvency is caused primarily by PPUC’s failure to make any payment due pursuant to this Agreement within thirty (30) Days of when it becomes due and payable.

14.1.5 Seller fails to achieve the Commercial Operation Date on or prior to the Guaranteed Commercial Operation Date for any reason other than any PPUC Delay or delay due to an Uncontrollable Circumstance.

14.1.6 Seller fails to maintain adequate insurance in accordance with Section 12 and Schedule 7 for a period of five (5) Business Days after Seller receives notice from PPUC of such failure.

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14.1.7 Seller abandons the construction or operation of any Facility.

14.1.8 Seller fails to perform any material obligation under this Agreement (other than the defaults addressed in Section 14.1.1 through Section 14.1.6 above) that remains uncured for thirty (30) Days after Seller receives notice from PPUC of such failure, with such notice describing in reasonable detail the nature of the failure; provided, that if such failure to perform is not reasonably capable of being cured within such thirty (30) Day cure period but is reasonably capable of being cured, Seller shall have such additional time, not to exceed sixty (60) Days, as is reasonably necessary to cure such non-performance, so long as Seller promptly commences and diligently pursues such cure.

14.2 PPUC Default

Seller may declare PPUC in default under this Agreement if any of the following shall occur:

14.2.1 PPUC fails to pay undisputed amounts due to Seller under this Agreement within thirty (30) Days following notice from Seller.

14.2.2 PPUC fails to maintain solvency, including: a) inability, failure, or refusal to pay debts as they mature; entry into an

arrangement with or for the benefit of its creditors; consent to or acquiescence in the appointment of a receiver, trustee, or liquidator for a substantial part of PPUC’s property;

b) bankruptcy, winding up, reorganization, insolvency, arrangement, or similar proceeding instituted by or against PPUC under the laws of any jurisdiction, which proceeding is not dismissed within ninety (90) Days;

c) any action or answer in a bankruptcy, winding up, reorganization, insolvency, arrangement, or similar proceeding in which PPUC approves of, consents to, or acquiesces in, any such proceeding; or

d) the levy of any distress, execution, or attachment upon PPUC’s property which shall substantially interfere with PPUC’s performance hereunder.

14.2.3 PPUC fails to perform any material obligation under this Agreement (other than the defaults addressed in Section 14.2.1 and Section 14.2.2 above) that remains uncured for thirty (30) Days after PPUC receives notice from Seller of such failure, with such notice describing in reasonable detail the nature of the failure; provided, that if such failure to perform is not reasonably capable of being cured within such thirty (30) Day cure period but is reasonably capable of being cured, PPUC shall have such additional time, not to exceed sixty (60) Days, as is reasonably necessary to cure such non-performance, so long as PPUC promptly commences and diligently pursues such cure.

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14.3 Termination for Seller or PPUC Default

If Seller or PPUC shall default under and pursuant to either Section 14.1 or Section 14.2 of this Agreement, the non-defaulting Party may, at its option, exercise one or more of the following remedies: a) upon thirty (30) Days' prior written notice, terminate this Agreement; and b) pursue and have recourse to any other right or remedy to which it may be entitled by

law, at equity, or under this Agreement, including, but not limited to, specific performance, injunction, and the right to recover all damages, losses, costs and expenses (including reasonable attorney fees) incurred as a result of such default.

14.4 Remedies Cumulative

Except as provided in Section 15.4, each right or remedy of the Parties under this Agreement shall be cumulative of and shall be in addition to every other right or remedy provided herein, and the exercise, or the beginning of the exercise, by a Party of any one or more of the rights or remedies provided for herein shall not preclude the simultaneous or later exercise by such Party of any or all other rights or remedies provided for herein.

15 LIMITATION ON LIABILITY AND INDEMNIFICATION

15.1 Exclusion of Consequential Damages, etc

15.1.1 No Consequential Damages. Without limiting any express remedy specifically provided in this Agreement, in no event, whether because of a breach of any provision contained in this Agreement or any other cause, whether based upon contract, negligence (including tort or strict liability), warranty, or otherwise, shall either Party be liable for or obligated in any manner to pay incidental, special, punitive, consequential, exemplary, or indirect damages of any nature whatsoever incurred by the other Party.

15.1.2 Exclusion of Implied Warranties. PPUC acknowledges and agrees that it has entered into this agreement and is contracting to receive electrical energy, environmental attributes and other products based solely upon the express representations and warranties in this Agreement, and no implied warranties from Seller or any other person shall be deemed to apply to the same. The Parties negate any representation or warranty with respect to such electric energy, environmental attributes and other products not expressly set forth in this Agreement , including any representation or warranty with respect to merchantability or fitness for any particular purpose.

15.2 Indemnification by Seller

Seller agrees to indemnify and save harmless PPUC and its officials, employees, agents, and contractors from any loss, claim, liability, penalty, fine, forfeiture, demand, cause of action, suit, and costs and expenses incidental thereto (including cost of defense, settlement and reasonable attorneys' fees) to the extent caused by or resulting from (1) any negligent or willful act or omission of Seller, its directors, officers, employees, agents

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or contractors or (2) the breach by Seller of any covenants, representations, or warranties of Seller contained in this Agreement; provided, that Seller shall not indemnify PPUC or any of its officials, employees, agents, or contractors from any loss, liability, penalty, fine, forfeiture, demand, cause of action, suit, and costs and expenses incidental thereto (including cost of defense, settlement and reasonable attorneys' fees) to the extent caused by or arising out of any negligent or willful act or omission of, or the breach of this Agreement by, PPUC or any of its officials, employees, agents or contractors.

15.3 Indemnification by PPUC

PPUC agrees to indemnify and save harmless Seller, its directors, officers, employees, agents, and contractors from any loss, claim, liability, penalty, fine, forfeiture, demand, cause of action, suit, and costs and expenses incidental thereto (including cost of defense, settlement and reasonable attorneys' fees) to the extent caused by or resulting from (1) any negligent or willful act or omission of PPUC or its officials, employees, agents, or contractors, or (2) the breach by PPUC of any of the covenants, representations, or warranties of PPUC contained in this Agreement; provided, that PPUC shall not indemnify Seller, its directors, officers, employees, agents or contractors, from any loss, liability, penalty, fine, forfeiture, demand, cause of action, suit, and cost and expense incidental thereto (including cost of defense, settlement and reasonable attorneys' fees) to the extent caused by or arising out of any negligent or willful act or omission of or breach of this Agreement by Seller, or any of its directors, officers, employees, agents, or contractors.

15.4 Limitation on Liability

15.4.1 PPUC's Liability. PPUC 's liability to Seller under this Agreement with respect to any Contract Year, whether based on contract, warranty or tort, including intentional acts, errors or omissions, negligence, indemnity, strict liability, or otherwise, or any other claim or cause of action (excluding any claim or cause of action respecting any obligations under Article 4) when aggregated with PPUC's liability to Seller under the Interconnection Agreement shall not in the aggregate exceed one thousand Dollars ($1,000) per kW of Project Capacity during such Contract Year.

15.4.2 Seller's Liability. Seller's liability to PPUC under this Agreement with respect to any Contract Year, whether based on contract, warranty or tort, including intentional acts, errors or omissions, negligence, indemnity, strict liability, or otherwise, or any other claim or cause of action (excluding any claim or cause of action respecting any obligations under Article 4) when aggregated with Seller's liability to PPUC under the Interconnection Agreement shall not in the aggregate exceed one thousand Dollars ($1,000) per kW of Project Capacity during such Contract Year.

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16 REPRESENTATIONS AND WARRANTIES

16.1 Representations and Warranties of Seller

Seller represents and warrants as of the date hereof as follows:

16.1.1 Seller is a [corporation] duly organized and validly existing under the laws of [the Republic of Palau], is duly qualified to conduct business in the Republic of Palau, and has full legal right, power and authority to enter into and perform its obligations under this Agreement.

16.1.2 Seller has duly authorized the execution and delivery of this Agreement. This Agreement has been duly executed and delivered by Seller and constitutes the legal, valid and binding obligation of Seller in accordance with its terms except insofar as such enforcement may be affected by bankruptcy, insolvency, moratorium, and other laws affecting creditors rights generally.

16.1.3 Neither the execution nor the delivery by Seller of this Agreement nor the performance by Seller of its obligations hereunder: (i) upon the approval of this Agreement by the [Palau Energy Office], as contemplated by Section 3.1.1, will conflict with, violate, or result in a breach of any Applicable Law applicable to Seller; or (ii) conflicts with, violates or results in a breach of any term or condition of any judgment, decree, franchise, agreement (including the certificate of [incorporation] of Seller) or instrument to which Seller is a party or by which Seller or any of its properties or assets are bound, or constitutes a default under any such judgment, decree, agreement or installment.

16.1.4 There is no action, suit, or other proceeding as of the date hereof at law or in equity, before or by any Governmental Authority, pending or, to its knowledge, threatened against Seller, which is likely to result in an unfavorable decision, ruling, or finding which would materially and adversely affect the validity or enforceability of this Agreement or any agreement or instrument entered into by Seller in connection with the transaction contemplated hereby, or which would materially and adversely affect the performance by Seller of its obligations hereunder or under any such other agreement or instrument.

16.1.5 Schedule 11 lists all material Permits and Approvals required under Applicable Law for Seller to execute, deliver, and perform its obligations under this Agreement. Except for those Permits and Approvals listed in Schedule 11 that Seller anticipates will be obtained by Seller in due course prior to the Commercial Operation Date, all Permits and Approvals required under Applicable Law to authorize Seller's execution, delivery and performance of this Agreement have been duly obtained and are in full force and effect.

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16.2 Representations and Warranties of PPUC

PPUC represents and warrants as of the date hereof as follows:

16.2.1 PPUC is a public authority duly established and validly existing under the constitution and laws of the Republic of Palau, is duly qualified to conduct business in the Republic of Palau, and upon the approval of this Agreement by the [Palau Energy Office], as contemplated by Section 3.1.1, will have full legal right, power and authority to enter into and perform its obligations under this Agreement.

16.2.2 PPUC has duly authorized the execution and delivery of this Agreement. This Agreement has been duly executed and delivered by PPUC and upon the approval of this Agreement by the [Palau Energy Office], as contemplated by Section 3.1.1, will constitute a legal, valid and binding obligation of PPUC, enforceable against PPUC in accordance with its terms except insofar as such enforcement may be affected by bankruptcy, insolvency, moratorium, and other laws affecting creditors rights generally.

16.2.3 Neither the execution nor the delivery by PPUC of this Agreement nor the performance by PPUC of its obligations hereunder: (i) upon the approval of this Agreement by the [Palau Energy Office], as contemplated by Section 3.1.1, will conflict with, violate, or result in a breach of any Applicable Law applicable to PPUC; or (ii) conflicts with, violates, or results in a breach of any term or condition of any judgment, decree, franchise, agreement or instrument to which PPUC is a party or by which PPUC or any of its properties or assets are bound, or constitutes a default under any such judgment, decree, agreement or instrument.

16.2.4 There is no action, suit, or other proceeding as of the date hereof at law or in equity, before or by any Governmental Authority, pending or, to its knowledge, threatened against PPUC, which is likely to result in an unfavorable decision, ruling, or finding which would materially and adversely affect the validity or enforceability of this Agreement or any agreement or instrument entered into by PPUC in connection with the transaction contemplated hereby, or which would materially and adversely affect the performance by PPUC of its obligations hereunder or under such an agreement or instrument.

16.2.5 Schedule 10 lists all material Permits and Approvals required under Applicable Law for PPUC to execute, deliver, and perform its obligations under this Agreement. Except for those Permits and Approvals listed in Schedule 10 that PPUC anticipates will be obtained by PPUC in due course prior to the Commercial Operation Date, including approval of this Agreement and the Interconnection Agreement, if any, by the [Palau Energy Office], all Permits and Approvals required under Applicable Law to authorize PPUC 's execution, delivery and performance of this Agreement have been duly obtained and are in full force and effect.

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17 DISPUTE RESOLUTION

17.1 Continued Performance

Each Party shall continue to perform its obligations under this Agreement pending resolution of any dispute pursuant to this Clause 17. Neither Party shall be required to make any disputed payment(s) to the other Party so long as such dispute has been referred to the process for resolution pursuant to this Clause 17; provided, that to the extent any amounts owed to either Party by the other Party are not disputed and can be segregated from amounts with respect to which there is a dispute, such undisputed amounts shall, in good faith, be identified by the Parties and paid as required by this Agreement.

To the extent that any disputed amount was withheld from a Party, and such Party is ultimately found to be entitled to all or any portion of such disputed amount pursuant to this Clause 17, then such Party shall be entitled to the payment of interest on any withheld amount, at an annual rate equal to LIBOR plus two percent (2%), from the original due date for payment of such amount until the payment of such disputed amount.

17.2 Negotiations

If any dispute, controversy or claim arises under or relates to this Agreement or the breach, termination or validity thereof, other than a dispute respecting Governmental Incentives under Section 5.11 or Schedule 10 (the "Dispute"), which such dispute shall be resolved pursuant to such provisions, such Dispute shall be referred by each Party to its designated senior officer for resolution upon five (5) Days written notice from either Party (the "Dispute Notice"). If the designated officers of the Parties are unable to reach agreement within thirty (30) Days of the Dispute Notice, each Party shall have such rights and remedies as may be provided by law with respect to such Dispute. The Parties agree to attempt to resolve all Disputes promptly and equitably and to provide each other with reasonable access during regular business hours to any and all non-privileged records, information and data pertaining to any such Dispute.

17.3 Governing Law; Jurisdiction; Trial by Jury; Service of Process

17.3.1 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the Republic of Palau.

17.3.2 Jurisdiction. Each of the Parties consents to submit itself to the exclusive jurisdiction of any territorial or federal court of competent jurisdiction located in the Republic of Palau, with respect to any dispute that arises under this Agreement or in connection with the transactions contemplated hereby or, if such court does not accept jurisdiction, then of any state or federal court of competent jurisdiction in the United States of America. Each Party irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in (i) the Superior Court of the Republic of Palau, or (ii) the United States District Court for the Republic of Palau, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has

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been brought in an inconvenient forum. Notwithstanding the foregoing, each Party agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment in any jurisdiction or in any other manner provided in law or in equity.

17.3.3 Waiver of Trial by Jury . Each Party hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

17.3.4 Service of Process . Each Party agrees that service of any process, summons, notice or document hand delivered or sent by U.S. certified mail, return receipt requested, to such Party's respective address set forth in Section 19.4 will be effective service of process for any action, suit or proceeding with respect to any matters to which it has submitted to jurisdiction as set forth in Section 17.3.2.

17.4 Commercial Acts: Waiver of Sovereign Immunity

PPUC unconditionally and irrevocably agrees that the execution, delivery and performance by it of this Agreement and the other project documents to which it is a party constitute private and commercial acts. In furtherance of the foregoing, PPUC hereby irrevocably and unconditionally agrees that to the extent permitted by Applicable Law, (i) should any proceedings be brought against PPUC or its assets (other than the PPUC’s Electric System and equipment, its electric distribution assets, and assets protected by diplomatic and consular privileges legislation analogous to the 1976 Sovereign Immunities Act of the United States (the "Protected Assets")) in any jurisdiction in connection with this Agreement or any of the transactions contemplated by this Agreement, no claim of immunity from such proceedings shall be claimed by or on behalf of PPUC on behalf of itself or any of its assets (other than Protected Assets); (ii) it waives any right of immunity which it or any of its assets (other than Protected Assets) now has or may in the future have in any jurisdiction in connection with any such proceedings; and (iii) consents generally in respect of the enforcement of any judgment against it in any such proceedings in any jurisdiction, to the giving of any relief or the issuance of any process in connection with such proceedings, including, without limitation, the making, enforcement or execution against or in respect of any of its assets (other than Protected Assets).

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18 TAXES

Seller shall be solely responsible for any and all present or future taxes relating to the construction, ownership or leasing, operation or maintenance of each Facility, or any components or appurtenances thereof, and all ad valorem taxes relating to each Site or Facility, and Seller shall be obligated to pay all federal, state, territorial, and local taxes imposed on or with respect to the generation or sale of electricity under this Agreement. Except as provided in Schedule 10, PPUC shall not be obligated to pay or reimburse Seller for any such tax, or for any income taxes assessed on Seller, or for gross receipts taxes or import or excise taxes associated with Seller's generation or sale of electricity hereunder.

19 MISCELLANEOUS

19.1 Assignment

19.1.1 Assignment. Seller shall not assign or otherwise transfer this Agreement, except (i) for the collateral assignment to any lenders in connection with the provision of any financing for the Facility, or (ii) upon PPUC's prior written consent, such consent not to be withheld unreasonably; provided, that the Parties agree that it shall not be unreasonable for PPUC to withhold consent to any assignment or other transfer if such assignment or other transfer is to any Person that is not (x) a Qualified Owner, (y) experienced in the ownership or operation of facilities for the generation of electricity from solar PV systems, directly or through its affiliates, unless the Facility is managed by, and is operated by, a qualified Person with such experience or by Seller or one of its subsidiaries after the subject assignment, and such Person is reasonably acceptable to PPUC, or (z) the owner or lessee of the Facility and Seller's Interconnection Facilities. PPUC may assign or otherwise transfer this Agreement to any agency, authority or other Person having similar responsibilities, authority, independence and financial creditworthiness as of the Contract Date.

19.1.2 Sale of the Facility. Any sale or other transfer of all or substantially all of the Facility shall be deemed an assignment subject to PPUC 's consent rights under Section 19.1.1.

19.1.3 Change of Control. Any direct or indirect change of control of Seller (whether voluntary or by operation of law) shall be deemed an assignment subject to PPUC's consent rights under Section 19.1.1; provided, that the Parties agree that it shall not be unreasonable for PPUC to withhold consent of any such change of control if the transferee of the direct or indirect interest in Seller, successor, or other Person benefiting from the change of control is not experienced in the ownership or operation of facilities for the generation of electricity from PV systems, directly or through its affiliates, unless the Facility is managed by, and is operated by, a Person with such experience, and such Person is reasonably acceptable to PPUC. For purposes of this Agreement, "change of control" shall include any transfer, assignment, acquisition, or other transaction by which (i) any Person that is not a Qualified Owner becomes the legal or beneficial owner of a direct or indirect interest in Seller, or (ii) any Person (or such Person and its affiliates) becomes the legal or beneficial owner of more than fifty percent (50%)

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of the direct or indirect equity interests of Seller, in each case whether in a single transaction or in a series of transactions.

19.1.4 Procedure. Seller shall include with any notice requesting PPUC's approval of any assignment or deemed assignment a statement of the facts and circumstances of such proposed assignment or deemed assignment, in reasonable detail and with reasonable supporting documentation, and shall provide such other information with respect thereto as PPUC reasonably may request. PPUC shall reply to any request for such consent in a reasonable period of time. If PPUC does not consent to such assignment or deemed assignment, or notify Seller that it does not so consent, within thirty (30) Days of the provision of such request and information, Seller may notify PPUC requesting such response within ten (10) Business Days. If PPUC does not consent to such assignment or deemed assignment, or notify Seller that it does not so consent, by the date ten (10) Business Days after such second notice, PPUC shall be deemed to have consented to such assignment or deemed assignment on the terms so disclosed to PPUC.

19.2 Further Assurances

Each Party agrees to, and shall use all reasonable efforts to, provide such information, execute and deliver any instruments and documents and take such action as may be necessary or reasonably requested or required by the other Party which are not inconsistent with the provisions of this Agreement and which do not involve the assumption of obligations other than those provided for in this Agreement in order to give full force and effect to this Agreement and to carry out its intent.

19.3 Relationship of Parties

Except as otherwise explicitly provided herein, neither Party to this Agreement shall have any responsibility whatsoever with respect to services provided or contractual obligations assumed by the other Party and nothing in this Agreement shall be deemed to constitute either Party a partner, agent or legal representative of the other Party or to create any fiduciary relationship between or among the Parties.

19.4 NoticesAny notices required to be given hereunder shall be deemed delivered when deposited in the United States express mail, certified and return receipt requested, or when deposited with a nationally recognized express courier service that provides a receipt of delivery, or when delivered by personal delivery, addressed to the following persons or such other persons as the Parties may designate in writing:

If to PPUC: NAMEPO Box 1372 Koror Republic of Palau 96940

with a copy to: NAME

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PO Box 1372 Koror Republic of Palau 96940

If to Seller: NAMEAddressAddress2

with a copy to: NAMEAddressAddress2

19.5 Waiver

No waiver of any provision of this Agreement shall be effective against a Party except as expressly set forth in a writing signed by such Party. The waiver by either Party of a default or a breach by the other Party of any provision of this Agreement shall not operate or be construed to operate as a waiver of any subsequent default or breach. The making or the acceptance of a payment by either Party with knowledge of the existence of a default or breach shall not operate or be construed to operate as a waiver of any subsequent default or breach.

19.6 Survival

Notwithstanding anything provided herein to the contrary, Section 3.4, Section 12.2 and Clause 11, Clause 15, Clause 17, Clause 18, and Clause 19 (and, to the extent referenced in such provisions, the Appendices and Schedules hereto) shall survive the termination of this Agreement.

19.7 Third Party Rights

Nothing herein is intended to or should be construed to create any rights of any kind whatsoever in third persons not parties to this Agreement.

19.8 Counterparts

This Agreement and any amendment hereto may be executed and delivered in one or more counterparts and by different Parties in separate counterparts. All of such counterparts shall constitute one and the same agreement and shall become effective (unless otherwise therein provided) when one or more counterparts have been signed by each Party and delivered to the other Party. Delivery of this Agreement by facsimile transmission or electronic email shall be as effective as delivery of a manually executed counterpart.

19.9 Severability

In the event that any provision of this Agreement shall, for any reason, be determined to be invalid, illegal, or unenforceable in any respect, the Parties shall negotiate in good faith

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and agree to such amendments, modifications, or supplements to this Agreement, or such other appropriate actions, as shall, to the maximum extent practicable in light of such determination, implement and give effect to the intentions of the Parties as reflected herein, and the other provisions of this Agreement shall, as so amended, modified, supplemented, or otherwise affected by such action, remain in full force and effect.

19.10Entire Document

This Agreement, the Interconnection Agreement, if any, and each Appendix and Schedule hereto and thereto, shall constitute the entire agreement between the Parties with respect to the development, financing, design, construction, and operation of the Facility and the other transactions contemplated hereby, and all prior agreements, negotiations, representations, and understandings with respect thereto, including the RFP and the Proposal, are expressly superceded. No amendment, modification, or change to this Agreement or its Appendices or Schedules shall be effective unless the same shall be in writing, duly executed, authorized and approved by the Parties. In the event of any conflict between the terms and conditions of this Agreement and that of any Appendix, Schedule or other document referenced herein, this Agreement shall govern and control.

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered by their duly authorised representatives as of the date first set forth above.

[SELLER]

By: __________________________________

Name:

Title:

Date:

Witness:

____________________________________

Name:

PALAU PUBLIC UTILITIES CORPORATION

By: __________________________________

Name:

Title:

APPROVED AS TO LEGAL FORM AND CONTENT

By: __________________________________

Name:

COUNSEL TO THE PALAU PUBLIC UTILITIES CORPORATION

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Appendix A: DESCRIPTION AND DRAWINGS OF THE PROJECT

[To be provided by Seller. Description of each Facility should include, among other things, nameplate capacity of the Facility, major equipment and components of the Facility and interconnection, and interconnection location.]

i) Description of each Facility

ii) Interconnection of each Facility

iii) Site Layout and Wiring Diagrams

iv) Location of Records

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Appendix B: DESCRIPTION AND MAPS OF THE SITES

[To be provided by Seller]

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Appendix C: FORM OF INVOICE

To be used as a guide for the invoice to be sent from Seller to PPUC for each Billing Period]

PPUC Monthly Energy InvoicePower Purchase Agreement with [_____]

Facility: Invoice Number:_______Billing Period: _________Invoice Data: __________

Item Total1.

Electric Energy (Section 5.2)

= Electric Energy Delivered by Facility (kWh) x Product Price ($__/kWh) $__________

2.

Test Energy (if applicable) (Section 7.1.3) +

= Test Energy Delivered by Facility (kWh) x 50% of Product Price ($__/kWh) $__________

3.

Curtailed Product (Section 5.7) +

= Curtailed Product applicable to Facility (kWh) x Product Price ($__/kWh) $__________

4.

PPUC’s costs and expenses for meter calibration (Section 6.2, Schedule 9) - $__________

5.

Governmental Incentives Attributable to Project (if applicable) (Section 5.11, Schedule 10) - $__________

6.

Cost of Operating and Maintaining PPUC’s Interconnection Facilities (Section 8.5) - $__________

7.

Other charges and adjustments expressly set forth in the Agreement (if any) (describe, and identify applicable Section of Agreement)

+/- $__________

Total Amount due to Seller $__________

Annual Electric Energy Summary for [Facility] [Contract Year]

Net Electric Energy Delivered by [Facility] to [Date] for [Contract Year] _____ kWh

Net Curtailments for [Facility] to [Date] for [Contract Year] + _____ kWh

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Net Lost Production for [Facility] to [Date] for [Contract Year] + _____ kWh

Running Total for [Facility] for [Contract Year] = _____ kWh

Facility Target for [Contract Year] (Schedule 5) _____ kWh

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Appendix D: LETTER OF CREDIT

[ref. 10 – To be provided by Seller]

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Schedule 1 – PROJECT SPECIFICATIONS

Each Facility shall at all times:

a) accommodate PPUC's Metering Devices, generator telemetering equipment, and communications equipment;

b) as deemed feasible or required by the Final Interconnection Study, use Seller-owned dedicated fiber-optic communication circuits from Seller's Interconnection Facilities to PPUC's communication circuits at each Delivery Point, and a redundant telecommunications system as may be set forth in the Final Interconnection Study, for the purpose of telemetering, supervisory control/data acquisition, and voice communications, which communication circuits Seller shall install in accordance with PPUC's specifications (which shall be compatible with PPUC's communication circuits);

c) comply with the Republic of Palau building code;

d) meet all applicable Codes and Standards for facilities located in seismic zone 4; and

e) either not be located in a flood zone, or incorporate appropriate flood mitigation measures

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Schedule 2 – REQUIREMENTS FOR COMMERCIAL OPERATION DATE

The Project shall achieve Commercial Operation Date when Seller has certified to PPUC, and PPUC has accepted, that the following conditions have been satisfied:

a) The Project has been completed in all material respects (excepting punch list items that do not materially and adversely affect the ability of the Project to operate as intended hereunder) in accordance with the Permits and Approvals, Interconnection Agreement, if any, any operating agreements for the Project, any engineering, procurements and construction contracts for the Project, the financing documents, and the manufacturers' specifications;

b) Seller has paid to PPUC any extension payment under Section 4.4.2, as applicable;

c) For Projects with an Expected Capacity of 200 kW or more, Phase I and Phase II Environmental Investigations of each Site have been completed as required by Section 4.7.1, as applicable;

d) Seller has provided copies of all major Project contracts to PPUC as required by Section 4.7.3;

e) For Projects with an Expected Capacity of 200 kW or more, Seller shall have provided to PPUC the Performance Security required by Section 10.2;

f) Certificates of insurance evidencing the coverage required by Clause 12 have been obtained and submitted to PPUC;

g) All Permits and Approvals required to construct or operate the Project in compliance with Applicable Laws and this Agreement have been obtained and are in full force and effect;

h) Seller has successfully completed all Performance Tests for each Facility, and the Facility Capacity of each Facility is not less than the Minimum Facility Capacity, and the Project Capacity is not less than the Minimum Project Capacity;

i) The Project has achieved initial synchronization with PPUC's Electric System, and has demonstrated the reliability of its communications systems and communications with PPUC's system scheduling coordinator;

j) The Interconnection Facilities have been constructed, completed, energized and the interconnection of the Facilities to PPUC's Electric System has been accomplished in accordance with the Interconnection Agreement or the Interconnection Standards, as applicable;

k) Seller is in compliance with its obligations under this Agreement and the Interconnection Agreement, if any; and

l) Each Facility has commenced delivering Electric Energy to PPUC at its Delivery Point as contemplated by this Agreement and the Interconnection Agreement, if any.

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Schedule 3 – ELECTRIC ENERGY SPECIFICATIONS

[To be completed by PPUC]

The Electric Energy supplied at each Delivery Point shall have the following characteristics:

a) The operating frequency of the Seller’s equipment shall meet the requirements of the Interconnection Agreement or the Interconnection Standards, as applicable, and shall allow low frequency ride through for any deviation from a X hertz base down to a Y hertz;

b) Seller shall operate each Facility within the voltage range specified in the Interconnection Agreement or the Interconnection Standards, as applicable, and allow low voltage ride through down to Z kV. Note: Low voltage ride through standards to be addressed through the interconnection process; and

c) The Electric Energy shall also have the characteristics set forth in the Final Interconnection Study, the Interconnection Agreement, or the Interconnection Standards, as applicable.

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Schedule 4 – MILESTONE SCHEDULE

Milestone Deadline

1. Submit complete applications for all Permits and Approvals required for construction of each Facility

30 Days after the Contract Date

2. Achieve Site Control for each Site 30 Days after the Contract Date

3. Obtain all Permits and Approvals (in final, unappealable form) necessary or desirable under Applicable Laws to enable it to construct and own the Project

6 months after the Approval Date

4. Achieve Closing Date and issue full notice to proceed to the Project construction contractor to commence construction of each facility at its respective Site

6 months after the Approval Date

5. Deliver of fifty percent (50%) of the solar PV panels for each Facility at the Site for each such Facility

[TBD]

6. Guaranteed Commercial Operation Date 12 months after the Approval Date

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Schedule 5 – EXPECTED ANNUAL PRODUCTION

The Expected Capacity of the Project is [___].

Expected Annual Production commencing on the Commercial Operation Date with respect to the Project is forecast as follows:*

* The table reflects an annual assumed degradation of Electric Energy production from the Project amounting to [_] % per annum. Depending on the size of the Project, this Schedule may require that information on Expected Annual Production be provided for each Facility.

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Contract Year

Minimum Expected Annual

Production (kWh)

Expected Annual

Production (kWh)

Maximum Expected Annual

Production (kWh)

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20


Schedule 6 – PRICE OF ELECTRIC ENERGY

The rate for the purchase of electric energy is $____ / MWh and this rate is fixed for the 20 year term of this Agreement.

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Schedule 7 – INSURANCE REQUIREMENTS FOR THE PROJECT

Liability Insurance

Workers Compensation Insurance

Property Insurance Requirements

[TBD]

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Schedule 8 – TESTING REQUIREMENTS

[TBD]

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Schedule 9 – METERING

[PPUC to confirm]

1. PPUC shall install solid state Metering Devices and inspect and test all Metering Devices upon installation and at least annually thereafter as part of PPUC's Interconnection Facilities. PPUC shall provide Seller with reasonable advance notice of, and permit Seller's representatives to witness and verify, such inspections and tests; provided, that Seller shall not unreasonably interfere with or disrupt PPUC's activities and shall comply with all of PPUC's safety standards. Upon Seller's reasonable request, and at Seller's expense, PPUC shall perform additional inspections or tests of any Metering Device and shall permit a qualified representative of Seller to inspect or witness the testing of any such device; provided, that Seller shall not unreasonably interfere with or disrupt PPUC's activities and shall comply with all of PPUC's safety standards. If upon such repeat inspection or testing a Metering Device is found to register inaccurately by more than the allowable limits established in this Agreement, the expense of the requested additional inspection or testing shall be borne by PPUC. If requested by Seller in writing, PPUC shall provide copies of any inspection or testing reports to Seller.

2. Seller may elect to install and maintain, at its own expense, solid state backup metering devices ("Seller's Back-Up Metering") in addition to those installed and maintained by PPUC, which installation and maintenance shall be performed in a manner acceptable to PPUC. Seller, at its own expense, shall inspect and test Seller's Back-Up Metering upon installation and at least annually thereafter. Seller shall provide PPUC with reasonable advance notice of, and permit a representative of PPUC to witness and verify, such inspections and tests; provided, that PPUC shall not unreasonably interfere with or disrupt Seller's activities and shall comply with all of Seller's safety standards. Upon PPUC's reasonable request and at PPUC's expense, Seller shall perform additional inspections or tests of Seller's Back-Up Metering and shall permit a qualified representative of PPUC to inspect or witness the testing of Seller's Back-Up Metering; provided, that PPUC shall not unreasonably interfere with or disrupt the activities of Seller and shall comply with all of Seller's safety standards. If upon such inspection or testing, Seller's Back-Up Metering is found to register inaccurately by more than the allowable limits established in this Agreement, the expense of the requested additional inspection or testing shall be borne by Seller. If requested by PPUC in writing, Seller shall provide copies of any inspection or testing reports to PPUC.

3. If any Metering Devices, or Seller's Back-Up Metering, are found to be defective or inaccurate, they shall be adjusted, repaired, replaced, and/or recalibrated as near as practicable to a condition of zero error by the Party owning such defective or inaccurate device and at that Party's expense.

4. If a Metering Device, or Seller's Back-Up Metering, fails to register, or if the measurement made by a Metering Device, or Seller's Back-Up Metering, is found upon testing to be inaccurate by more than the lesser of the industry standard or one percent (1.0%), an adjustment shall be made correcting all measurements by the inaccurate or defective Metering Device, or Seller's Back-Up Metering, for both the amount of the inaccuracy and the period of the inaccuracy, in the following manner:

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(i) In the event that any Metering Device is found to be defective or inaccurate, the Parties shall use Seller's Back-Up Metering, if installed, to determine the amount of such inaccuracy, provided, that Seller's Back-Up Metering has been tested and maintained in accordance with the provisions of this Agreement. If Seller's Back-Up Metering is installed on the low side of Seller's step-up transformer, the Seller's Back-Up Metering data shall be adjusted for losses (which losses shall be determined in accordance with the manufacturer's guidelines). In the event that Seller did not install back-up metering, or Seller's Back-Up Metering is also found to be inaccurate by more than the lesser of the industry standard or one percent (1.0%), the Parties shall estimate the amount of the necessary adjustment on the basis of deliveries of net power and energy from the Project during periods of similar operating conditions when the Metering Device was registering accurately. The adjustment shall be made for the period during which inaccurate measurements were made.

(ii) In the event that the Parties cannot agree on the actual period during which the inaccurate measurements were made, the period during which the measurements are to be adjusted shall be the shorter of (i) the last one-half of the period from the last previous test of the Metering Device to the test that found the Metering Device to be defective or inaccurate, or (ii) the one hundred eighty (180) Days immediately preceding the test that found the Metering Device to be defective or inaccurate.

(iii) To the extent that the adjustment period covers a period of deliveries for which payment has already been made by PPUC, PPUC shall use the corrected measurements as determined in accordance with this Schedule 9 to recompute the amount due for the period of the inaccuracy and shall subtract the previous payments by PPUC for such period from such recomputed amount. If the difference is a positive number, the difference shall be paid by PPUC to Seller; if the difference is a negative number, that difference shall be paid by Seller to PPUC, or at PPUC's discretion, may take the form of an offset to payments due Seller by PPUC. Payment of such difference by the owing Party shall be made not later than thirty (30) Days after the owing Party receives notice of the amount due, unless PPUC elects payment via an offset.

(iv) At the request of either Party, PPUC, at Seller's expense, may install (or PPUC may require Seller to install) telecommunications equipment to record or transmit metering data, or real-time production data on a continuous basis, directly to PPUC, through a SCADA system or by other means, in a manner consistent with Good Engineering and Operating Practices.

(v) At Seller's expense, the metered data shall be telemetered to one or more locations designated by PPUC; provided, that unless otherwise agreed by the Parties in the Project Management Procedures, for invoicing purposes, actual reading of the meter located at each Delivery Point shall be taken by PPUC once a month in accordance with Section 6.1.

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Schedule 10 – GOVERNMENTAL INCENTIVES

Suggest removing this schedule

1. Benefit of Incentives

In the event that any Governmental Incentive is or becomes available to Seller, an amount equal to ninety percent (90%) of the net present value benefit of such Governmental Incentive, determined after taking into account the costs listed in Section 2 hereto, without duplication, shall accrue to the benefit of PPUC (such amounts, the "PPUC Share"), and the remaining ten percent (10%) of such benefit shall accrue to the benefit of Seller (the "Seller Share"), in the manner described in the Schedule 10 Procedures.

a) reasonable transaction costs, including reasonable attorneys' and accountants' fees incurred by Seller or the direct and indirect beneficial owners of interests in Seller to obtain and utilise the Governmental Incentive

b) the net present value cost of any incremental taxes or other costs incurred or that are reasonably expected to be incurred by Seller, or the direct and indirect beneficial owners of interests in Seller, as a result of such Governmental Incentive or the actions taken to obtain and utilise the Governmental Incentive, taking into account the adjustments or payments to be made pursuant to this Schedule 10,

For purposes of these calculations and the calculation of the adjustments described in the Procedures hereto, (x) net present values shall be computed using a discount rate of twelve percent (12%) per annum (the "Discount Rate") and (y) no cost shall be taken into account under Section 2 hereto unless such cost shall have been incurred as a result of a transaction or steps undertaken (i) pursuant to a written request from PPUC, or (ii) with prior written consent from PPUC (it being understood and agreed that Seller shall not be obligated to enter into any transaction or take other steps to obtain a Governmental Incentive other than at PPUC's request or following its consent).

2. Procedures.a) Seller shall promptly give PPUC notice of the availability, receipt, and amount of any

Governmental Incentive and shall provide PPUC with its calculation of the estimated net present value benefit of the Governmental Incentive and such other supporting documentation as reasonably necessary or desirable to determine such net present value benefit. In the event of a failure by Seller to provide such notice and calculation (and supporting documentation) promptly, and in any event by the date thirty (30) Days after notice from PPUC, PPUC may provide to Seller such notice and calculation, and in such event Seller shall cooperate with PPUC to provide such supporting documentation as reasonably necessary or desirable to determine such net present value benefit.

b) Seller shall use commercially reasonable efforts, as PPUC shall request in writing (upon the provision of notice and supporting documentation as provided in Section 3 hereto) to obtain and utilize, to the maximum extent practicable, consistent with Applicable Laws, for the benefit of the Parties, any such material Governmental Incentive that may be available.

c) If Seller qualifies for any Governmental Incentive, it shall pay (or cause to be paid as described in Section 6 hereto) to PPUC an amount equal to the PPUC Share attributable to such Governmental Incentive within ten (10) Business Days following

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receipt by Seller of the after-tax cash proceeds attributable to the Governmental Incentive.

d) In the event that Seller is expected to receive a portion of the proceeds of a Governmental Incentive from time to time (or is expected to recognize a reduction in current cash taxes as a result of a Governmental Incentive from time to time) then, within ten (10) Business Days following each receipt of such proceeds (or recognition of such reduction), Seller shall pay (or cause to be paid as described in Section (e) hereto) to PPUC an amount equal to ninety percent (90%) of the amount, if any, by which (A) the amount received (or recognized, as described above) exceeds (B) the sum of the previously unreimbursed costs and taxes described in Section (a)(i) or Section (a)(ii) hereto incurred prior to the receipt of such proceeds (plus interest computed at the Discount Rate on the amount of such unreimbursed costs and expenses from time to time outstanding), provided, however, that in the year in which the last dollar of the Governmental Incentive has been received (or recognized, as described above) by Seller, clause (B) of this sentence shall be modified to include the net present value of all future costs described in Section (a)(ii) hereto. If, under the proviso of the previous sentence, such amount is a negative number, PPUC shall pay Seller, within forty-five (45) Business Days, the absolute value of such amount, and upon such payment, neither Party shall have a future obligation under this Schedule 10 with respect to that Governmental Incentive.

e) In the event Seller or any direct or indirect owner of a beneficial interest in Seller is obligated to repay or recapture all or any portion of any Governmental Incentive, other than by reason of a voluntary disposition of any direct or indirect beneficial interest in Seller or the Project or the failure of Seller to perform its obligations hereunder (the amount of any such obligation, a "Repayment Obligation”), Seller shall promptly give PPUC notice of such Repayment Obligation and of the amount thereof. Within forty-five (45) business days of receipt of such notice, PPUC shall pay Seller ninety percent (90%) of the Repayment Obligation.

3. Review and Audit

In the event that Seller and PPUC disagree as to the applicability, amount, or calculation of the net present value benefit of a Governmental Incentive, including the amount of any costs described in Section (a)(i) or Section (a)(ii) hereto or any Repayment Obligation, the Parties shall attempt in good faith to resolve such dispute. If such dispute is not resolved within sixty (60) Days following the receipt of a notice of such dispute, Seller and PPUC shall retain a nationally recognized independent accounting firm designated by PPUC and reasonably acceptable to Seller to resolve the dispute within sixty (60) Days following the engagement of such accounting firm. Subject to a confidentiality agreement reasonably satisfactory to Seller, Seller hereby agrees to provide such accountants with all information and materials as shall be reasonably necessary or desirable in connection therewith (including information derived from tax returns and certified as being correct by an officer of Seller, as applicable); provided, that Seller shall not be required to provide the accountants with any of their tax returns, tax books or records. The fees and costs of the accountants in verifying an adjustment pursuant to this Schedule 10 shall be borne by PPUC, unless such verification discloses an adjustment in PPUC's favor of five percent (5.0%) or more of the amount originally calculated by Seller, in which case, such fees and costs shall be borne by Seller. Any information provided to such accountants by Seller shall be and remain the exclusive property of Seller and shall be deemed to be (and the

65


accountants will confirm in writing that it will treat such information as) the private, proprietary and confidential property of Seller. The computations of the accounting firm shall be final, binding and conclusive upon PPUC and Seller, absent manifest error.

4. General

Any amounts paid to PPUC by Seller under this Agreement with respect to a Governmental Incentive shall at no time exceed ninety percent (90%) of the positive after-tax cash flow Seller shall have realized as of such time as a result of such Governmental Incentive, after taking into account amounts described in Section (a)(i) or Section (a)(ii) hereto in the manner set forth in Section (b), above, and if at any time Seller is required to recapture or repay any amount of a Governmental Incentive for which a payment has previously been paid to PPUC, PPUC shall pay such amounts to Seller in accordance with this Agreement as and to the extent described in Section (b)(v) hereto.

5. Control Agreement Restriction on Liens

At the request of PPUC, if Seller is expected to receive any Governmental Incentive that consists of a cash payment or otherwise can be paid directly by a Governmental Authority, Seller shall (to the extent consistent with Applicable Laws) direct the applicable Governmental Authority to pay directly to PPUC, the PPUC Share of such Governmental Incentive; provided that if such PPUC Share cannot be paid directly to PPUC by such Governmental Authority, or cannot be paid separately to PPUC apart from the Seller Share, then Seller shall establish a separate collateral account into which Seller shall (to the extent consistent with Applicable Law) direct the applicable Governmental Authority to pay (or shall cause its direct or indirect owners to direct to be paid) the whole of such Governmental Incentives, with Seller's Share and the costs and expenses described in Section (a)(i) or Section (a)(ii) hereto to be released promptly to Seller.

In addition, at the request of PPUC, Seller shall enter into a control agreement with respect to any collateral account established as described above, or shall establish such other security arrangement with respect to such Governmental Incentives or any proceeds thereof, as may be reasonably requested by PPUC (the "Control Agreement") in order to secure to PPUC the benefit of the PPUC Share.

Seller shall, and shall cause each direct or indirect owner of a beneficial interest in Seller to use commercially reasonable efforts to avoid any lien, encumbrance, levy or charge on, pledge of, security interest in, or conditional sale or other title retention agreement ("Lien") with respect to the PPUC Share of any Governmental Incentive, or any proceeds thereof, except for the Control Agreement, if any, or (to the extent expressly agreed by PPUC in the Control Agreement or any consent to assignment or direct assignment with the lenders providing any senior debt for the Project and their successors and assigns (the "Senior Lenders")) any documents evidencing, securing or otherwise relating to any senior debt at the Project (the "Senior Financing Documents "). Unless expressly agreed to by PPUC, Seller shall not create, incur, assume or suffer to exist any Lien with respect to the PPUC Share of any Governmental Incentive for the benefit of the Senior Lenders, under the Senior Financing Documents, or for the benefit of any other lender.

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Schedule 11 – PERMITS AND APPROVALS

Seller Permits

Permits and Approvals Generally

Specified Permits and Approvals

PPUC Permits and Approvals

Permits and Approvals Generally

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Schedule 12 – INTERCONNECTION REQUIRMENTS AND STANDARDS

[PPUC to Provide]

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