Power Units Lease Agreement

8/12/2019 Power Units Lease Agreement

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POWER UNIT LEASE AGREEMENT


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Table Of Contents

SCHEDULE A............................................................................................................................................................3

1. Interpretation ......................................................................................................................................................42. Panel Lease...........................................................................................................................................................73. Lease Period.........................................................................................................................................................74. Lease Rental.......................................................................................................................................................85. Guarantee.............................................................................................................................................................8

6. Delivery and installation.......................................................................................................................................87. Title, risk and insurance.......................................................................................................................................88. Companys responsibilities..................................................................................................................................99. Representations and Warranties.......................................................................................................................1010. Liability.............................................................................................................................................................1111. Events of Default..............................................................................................................................................1212. Acceleration.....................................................................................................................................................1313. Early termination without default.....................................................................................................................1314. Consequences of termination...........................................................................................................................1315. Assignment and other dealings........................................................................................................................1416. Variation...........................................................................................................................................................14

17. Notice to owners..............................................................................................................................................1418. Waiver...............................................................................................................................................................1519. Rights and remedies.........................................................................................................................................1520. Severance.........................................................................................................................................................1521. Governing law...................................................................................................................................................1522. Jurisdiction.......................................................................................................................................................15SCHEDULE..............................................................................................................................................................16

LETTER....................................................................................................................................................................20


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SCHEDULE A

Leasing AgreementBetween

POWER CLOUDS Pte Ltd(the Company)

andTHE PERSON SPECIFIED IN THE ATTACHED LETTER

(the Owner)


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THIS LEASING AGREEMENT IS DATED THE SAME DATE AS THE LETTER TO WHICH IT ISATTACHED

Between:1. POWER CLOUDS Pte Ltd, a company incorporated and registered in the Republic of Singapore with company

number 201301731C whose registered ofce is at 21, Bukit Batok Crescent #03-76, WCEGA Tower,Singapore 658065 (the Company); and

2. THE PERSON SPECIFIED IN THE ATTACHED LETTER (the Owner).

COVENANTS:1. Interpretation

1.1 In this agreement, the following words and expressions shall, except where the context otherwise requires, have the following meanings:

Business Day:a day other than a Saturday, Sunday or publicholiday in Singapore when banks in Singapore areopen for business;

Delivery:

First Lease Payments Date:

Guarantee:

Letter:

Lease:

the date specied in the Letter;

the guarantee of the Companys obligation to paythe Lease Rentals to each Owner given by WGN inthe form set out in the Schedule;

The Letter of even date herewith between the

Company and the Owner to which this Agreement isannexed;

The lease of the Panel(s) specied in the Letter onthe terms set out in the Letter and this Agreement;

as dened in clause 6.1;


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Lease Period:

Minimum Lease Period:

Owner or You:

Owner Bank Account:

Panel:

Purchase Option:

Purchase Option Price:

Rental Schedule:

the period of lease as specied in the Letter;

the period specied in the Letter;

The person to whom the Letter is addressed, beingthe owner of a Panel and party to this Agreement ;

the Owners bank account details as advised to theCompany upon acceptance of the Letter;

The photovoltaic panel(s) owned by the Ownerwith the individual serial number(s) specied in theLetter;

the Companys option to purchase the Panel asmore fully described in clause 9;

the price of the Purchase Option as set out in theLetter;

the sums payable under the Lease as specied inthe Letter;

Lease Rentals:

the payments to be made by or on behalf of theCompany for lease of the Panel(s) as specied inthe Letter;


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1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.

1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legalpersonality) and that person's legal and personal representatives, successors and permitted assigns.

1.4 The schedules form part of this Agreement and shall have effect as if set out in full in the body of thisAgreement and any reference to this Agreement includes the schedules.

1.5 A reference to a company shall include any company, corporation or other body corporate, wherever andhowever incorporated or established.

1.6 Unless the context otherwise requires, words in the singular shall include the plural and vice versa.

1.7 Unless the context otherwise requires, a reference to one gender shall include a reference to the othergenders.

Tax:

Total Loss:

US Dollar or $:

WGN:

shall be construed so as to include any present andfuture tax, levy, impost, deduction, withholding,duty or other charge of a similar nature (including,without limitation, any penalty or interest payablein connection with any failure to pay or any delay inpaying any of the same);

any circumstances in which, due to the Companysdefault, the Panel is, in the opinion of its insurer(s),

damaged beyond repair, lost, stolen, seized orconscated;

the legal currency for the time being of the UnitedStates of America; and

World Global Network plc; incorporated in Englandand Wales with company number 08667542.


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1.8 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted fromtime to time.

1.9 A reference to a statute or statutory provision shall include all subordinate legislation made from time totime under that statute or statutory provision.

1.10 A reference to writing or written includes fax and e-mail.

1.11 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.12 A reference to this Agreement or to any other agreement or document referred to in this agreement is areference to this agreement or such other agreement or document as varied or novated (in each case, other

than in breach of the provisions of this agreement) from time to time.

1.13 References to clauses and schedules are to the clauses and schedules of this Agreement and references toparagraphs are to paragraphs of the relevant schedule.

1.14 Any words following the terms including, include, in particular, for example or any similar expressionshall be construed as illustrative and shall not limit the sense of the words, description, denition, phrase orterm preceding those terms.

2. Panel Lease

2.1 The Company hereby enters into a Lease of the Panel(s) with the Owner on the terms and conditions set outin this Agreement.

2.2 The Owner shall not, other than in the exercise of the Owners rights under this Agreement or applicable law,interfere with the Companys quiet possession of the Panel.

3. Lease Period

3.1 The Lease Period starts on the First Lease Payment Date and shall continue for the period specied in the

Letter unless terminated earlier in accordance with the terms of this Agreement.

3.2 The Lease Period shall not commence until such time as the Company has conrmed to the Owner that ithas complied with all applicable anti-money laundering and countering the nancing of terrorism legislationand proceeds of crime legislation that apply in the Republic of Singapore from time to time to the Companyand its business. The Company may terminate the associated Under-lease made with the Owner under thisAgreementimmediately upon written notice to the Owner if at any time during the course of the Lease Periodthe Owner has failed to supply any documentation requested by the Company to comply with such legislationor the Company or any ofcer of the Company would be required to act or refrain from acting in such amanner as to breach the requirements of such legislation.


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4. Lease Rentals

4.1 The Company shall pay the Lease Rentals to the Owner in accordance with the Rental Schedule. The LeaseRentals shall be paid in US Dollars and shall be made by electronic transfer in immediately available clearedfunds on the due date for payment to the Owner Bank Account.

4.2 The Lease Rentals, or other moneys to be paid by the Company, shall be made after any deductions orwithholdings for or on account of any present or future Taxes required to be deducted or withheld from suchpayments.

5. Guarantee

5.1 It is a condition of this Agreement that the Guarantee shall be provided by WGN prior to the First LeasePayment Date.

6. Delivery and installation

6.1 The Panel shall be delivered to and installed at the relevant site set out in the Letter (Delivery). Title andrisk in respect of the Panel shall transfer in accordance with clause 7 of this Agreement.

6.2 The Company shall procure that the Panel is installed at the Delivery site. The Company shall alsoprocure that a duly authorised representative of the Company shall be present at the installation of the

Panel. Acceptance by such representative of installation shall constitute conclusive evidence that theCompany has examined the Panel and has found it to be in good condition, complete and t in every way forthe purpose for which it is intended (save as regards any latent defects not reasonably apparent oninspection).

6.3 To facilitate Delivery and installation, the Company shall procure that all requisite materials, facilities, accessand suitable working conditions are provided to enable Delivery and installation to be carried out safely andexpeditiously.

7. Title, risk and insurance

7.1 The Panel shall at all times remain the property of the Owner, and the Company shall have no right, titleor interest in or to the Panel (save the right to possession and sub-lease the Panel subject to the terms andconditions of this Agreement).

7.2 The risk of loss, theft, damage or destruction of the Panel shall pass to the Company on Delivery. The Panelshall remain at the sole risk of the Company during the Lease Period and any further term during which thePanel is in the possession, custody or control of the Company (the Risk Period) until such time as the Panelis redelivered to the Owner. During the Lease Period and the Risk Period, the Company shall obtain and

maintain, or otherwise procure for its benet, the following insurances:


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(f) not sell or offer for sale the Panel or allow the creation of any mortgage, charge, lien or other security interestin respect of it;

(g) not do or permit to be done any act or thing which will or may jeopardise the right, title and/or interest of theOwner in the Panel;

(h) not suffer or permit the Panel to be conscated, seized or taken out of its possession or control under anydistress, execution or other legal process, but if the Panel is so conscated, seized or taken, the Companyshall notify the Owner and the Company shall at its sole expense use its best, but commercially prudent,endeavours to procure an immediate release of the Panel and shall indemnify the Owner on demand againstall losses, costs, charges, damages and expenses incurred as a result of such conscation;

(i) not use, or permit the use of, the Panel for any unlawful purpose;

(j) ensure that at all times the Panel remains identiable as being the Owners property; and

(k) not do or permit to be done anything which could invalidate the insurances referred to in clause 7.

8.2 The Company acknowledges that the Owner shall not be responsible for any loss of or damage to the Panelarising out of or in connection with any negligence, misuse, mishandling of the Panel or otherwise caused bythe Company or its ofcers, employees, agents and contractors.

9. Representations and Warranties

9.1 The Company shall only be entitled to such warranties under clause 9.2 or other benets as the Owner hasreceived from the manufacturer of the equipment and components that comprise the Panel.

9.2 Subject to clause 9.1, the Owner represents and warrants that:

(a) it has obtained all necessary corporate authorisations (if applicable) and all other applicable governmental,statutory, regulatory or other licences, consents, authorisations, approvals and waivers necessary to enablethe Owner to enter into and perform its obligations under this Agreement;

(b) the Panel shall substantially conform to its specication; and

(c) it shall, free of charge, use all reasonable endeavours to procure the remedy of any material defect in thePanel, provided that:

(I) the Company noties the Owner of any defect in writing;

(II) the defect did not materialise as a result of misuse, neglect, alteration, mishandling or unauthorisedmanipulation by any person;


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(III) the defect did not arise out of any information, design or any other assistance supplied or furnished by theCompany or on its behalf; and

(IV) the defect is directly attributable to defective material, workmanship or design.

10. Liability

10.1 Without prejudice to clause 10.2, the Owners maximum aggregate liability for breach of this Agreement(including any liability for the acts or omissions of its employees, agents and subcontractors), whetherarising in contract, tort (including negligence), misrepresentation or otherwise, shall in no circumstancesexceed the purchase price paid by the Owner for the Panel.

10.2 Nothing in this Instrument shall exclude or in any way limit:

(a) either party's liability for death or personal injury caused by its own negligence;

(b) either partys liability for fraud or fraudulent misrepresentation; or

(c) any other liability which cannot be excluded by law.

10.3 This Agreement and the Letter set forth the full extent of the Owners obligations and liabilities in respect

of the Panel and its leasing and sale to the Company. In particular, there are no conditions, warrantiesor other terms, express or implied, including as to quality, tness for a particular purpose or any other kindwhatsoever, that are binding on the Owner except as specically stated in this Agreement and theLetter. Any condition, warranty or other term concerning the Panel which might otherwise be implied intoor incorporated within this Agreement, whether by statute, common law or otherwise, is expressly excluded.

10.4 Without prejudice to clause 10.2, neither party shall be liable under this Agreement for any:

(a) loss of prot;

(b) loss of revenue;

(c) loss of business; or

(d) indirect or consequential loss or damage, in each case, however caused, even if foreseeable.


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11. Events of Default

11.1 The following are Events of Default:

(a) Non-payment: If the Company fails to make any Lease Rental payment within ve Business Days of the duedate for payment, otherwise by reason of banking or administrative delay or error which is rectied withinthree Business Days;

(b) Breach of undertaking: The Company fails duly to perform or comply with any material obligation (otherthan an obligation to pay any Lease Rental) expressed to be assumed by it in this Agreement and, if capableof remedy, fails to remedy any such failure within 30 Business Days of the Company being notied of thefailure;

(c) Insolvency: The Company is (or is, or could be, deemed by law or a court to be) insolvent or unable to pay itsdebts, stops, suspends or threatens to stop or suspend payment of all or any material part of itsindebtedness or enters into an agreement with any one or more of its creditors with a view to the generalreadjustment or re-scheduling of all or any material part of its indebtedness or makes a general assignmentfor the benet of, or composition with, its creditors (or any class of its creditors) or a moratorium is agreed ordeclared in respect of, or affecting, all or a material part of its indebtedness;

(d) Enforcement proceedings: A distress, attachment, execution or other legal process is levied, enforced or suedout on or against all or any part of the assets of the Company and is not discharged or stayed within 10

Business Days;

(e) Winding-up: An order is made or a resolution of shareholders is passed for the Company to be wound-upor dissolved (other than for the purposes of a bona de, solvent scheme of reconstruction or amalgamationpreviously approved by the Owner) or a receiver, administrator, administrative receiver, liquidator, trustee orsimilar ofcer is appointed over it or over any or all of its assets;

(f) Analogous proceedings: Anything analogous to or having a substantially similar effect to any of the eventsspecied in clause 11.1c to clause 11.1e inclusive shall occur under the laws of any applicable jurisdiction;

(g) Encumbrance enforceable: Any encumbrance on or over the assets of the Company becomes enforceableand any step (including the taking of possession or the appointment of a receiver, manager or similar person)is taken to enforce that encumbrance;

(h) Cessation of business: The Company ceases to carry on business; and

(i) Illegality: It is or becomes or will become unlawful for the Company to perform or comply with any of itsobligations under this Agreement, or any such obligation is not or ceases to be legal, valid and binding.


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12. Acceleration

12.1 If, at any time and for any reason, any Event of Default has occurred, the Owner may by written noticeto the Company at any time while such Event of Default remains unremedied and has not been waived bythe Owner, direct that all remaining Lease Rentals and any other sum then payable under this Agreementand the Lease to the Owner, less any applicable Taxes and the applicable Effective Rate of Return, shallbecome due and payable immediately. If the Owner gives such a direction under this clause, then allremaining Lease Rentals and any other sum then payable under this Agreement and the associated Lease

to the Owner (in each case less any applicable Taxes and the applicable Effective Rate of Return) shall beimmediately due and payable by the Company and the Company shall immediately pay or repay suchamounts to the Owner. Upon such payment being made by the Company, title to the Panel shall transfer tothe Company and the Owner shall do all acts necessary to ensure that title is so transferred.

13. Early termination without default

13.1 The Company reserves the right to purchase the panel by making an offer to the owner who is free to acceptthe offer. In this case the Owner must communicate his choice to the Company within 3 months afterreceiving the transfer's request.

13.2 After the Minimum Lease Period at least, the Owner can make a request for the Early Termination of theLease Agreement by sending a written notice and attaching a piece of identication of the panel's ownerand the panel's ID number.Therefore, the Company will send the panel to the owner's address within a period

of time of three months from the moment in which it receives the written request for the termination of theLease Agreement.The Company will charge the Owner for the return fees, which must be paid before the panel is sent.

13.3 This Agreement and the Lease shall automatically terminate if a Total Loss occurs in relation to the Panel.

13.4 In any of the circumstances specied above in this Clause 13, upon such payment being made by theCompany or, in the case of a Total Loss, the Owner receiving equivalent compensation from the Companyor the insurer of the Panel, title to the Panel shall transfer to the Company and the Owner shall do all actsnecessary to ensure that title is so transferred.

14. Consequences of termination

14.1 Termination or expiry of this Agreement and the Lease shall not affect any rights, remedies, obligationsor liabilities of the Company or the Owner that have accrued up to the date of termination or expiry,including the right to claim damages in respect of any breach of this Agreement which existed at or beforethe date of termination or expiry.


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15. Assignment and other dealings

15.1 The Company may assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any othermanner with any of its rights and obligations under this Agreement and the Lease provided that it has givenprior written notice to the Owner of the relevant facts. The Owner may not assign, transfer, mortgage,charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligationsunder this Agreement and the Lease without the prior written consent of the Company.

16. Variation

16.1 This Agreement and any term of the Lease may be unilaterally varied by the Company giving prior writtennotice of the variation to the Owner, provided that the variation is only: (i) to enable the affairs of the

Company to be more conveniently managed; (ii) to allow for any change in law or regulation; or (iii) isotherwise for the benet of the Owner and, in each of the circumstances in (i) to (iii), the variation doesnot materially prejudice the interests of the Owner under this Agreement and the Lease. In all othercircumstances any variation shall require the written consent of both parties.

17. Notice to owners

17.1 Any notice or other communication given by the Company to the Owner under or in connection with thisAgreement shall be in writing and shall be:

(a) delivered by hand or by pre-paid rst-class post or other next working day delivery service at its registeredofce (if a company) or its principal place of business (in any other case); or

(b) sent by fax to its main fax number or by email.

17.2 Any notice or communication shall be deemed to have been received:

(a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;

(b) if sent by pre-paid rst-class post or other next working day delivery service, at 9.00 am on the second

Business Day after posting or at the time recorded by the delivery service.

(c) if sent by fax or email, at 9.00 am on the next Business Day after transmission.

17.3 This clause does not apply to the service of any proceedings or other documents in any legal action or,where applicable, any arbitration or other method of dispute resolution.


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18. Waiver

18.1 No failure or delay by the Company to exercise any right or remedy provided under this Agreement or by lawshall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the furtherexercise of that or any other right or remedy. No single or partial exercise of such right or remedy by theCompany shall prevent or restrict the further exercise of that or any other right or remedy.

19. Rights and remedies

19.1 Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement arein addition to, and not exclusive of, any rights or remedies provided by law.

20. Severance

20.1 If any provision or part-provision of this Agreementis or becomes invalid, illegal or unenforceable, it shall bedeemed modied to the minimum extent necessary to make it valid, legal and enforceable. If suchmodication is not possible, the relevant provision or part-provision shall be deemed deleted. Anymodication to or deletion of a provision or part-provision under this clause shall not affect the validity andenforceability of the rest of this Agreement.

20.2 If any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the Company may atits discretion amend such provision so that, as amended, it is legal, valid and enforceable, and, to the

greatest extent possible, achieves the intended commercial result of the original provision.

21. Governing law

21.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter orformation (including non-contractual disputes or claims) shall be governed by and construed in accordancewith the law of the Republic of Singapore.

22. Jurisdiction

22.1 The courts of the Republic of Singapore shall have exclusive jurisdiction to settle any dispute or claimarising out of or in connection with this Agreement or its subject matter or formation (including non-

contractual disputes or claims).

This Agreement has been agreed and entered into by the parties on the date stated in the attached Letter.


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SCHEDULEForm of GuaranteeThis Guarantee is made by WORLD GLOBAL NETWORK PLC a company incorporated in England and Wales withcompany number 08667542 whose registered ofce is at Suite A, 6 Honduras Street, London EC1Y 0TH.

OPERATIVE PROVISIONS

1. DEFINITIONS AND INTERPRETATION

1.1 In this Guarantee the following words and expressions shall have the following meanings: Companymeans POWER CLOUDS Pte Ltd, a company incorporated and registered in the Republic of

Singapore with company number 201301731C whose registered ofce is at 21, Bukit Batok Crescent #03-76,

WCEGA Tower, Singapore 658065; Guaranteemeans this Guarantee as amended or supplemented from time to time; Guaranteed Amountsmeans all sums whether Lease Rentals or otherwise due and payable from time to

time by the Company to the Owner under the terms of the Leasing Agreement; and Leasing Agreementmeans the leasing agreement relating to a Panel (as amended, supplemented or varied

from time to time) entered into between the Company and the Owner on the date set out in the attachedLetter.

1.2 Words and expressions dened in the Leasing Agreement shall have the same meaning in this Guarantee andthe provisions of clause 1 (Interpretation) of the Leasing Agreement shall apply, making necessary changes,

to this Guarantee.

2. Guarantee - General

2.1 The Guarantor guarantees the due and punctual payment by the Company to the Owners of the GuaranteedAmounts on the terms set out in this Guarantee.

3. Guarantee - Particular

3.1 If any Guaranteed Amount payable under the Leasing Agreement is not paid by the Company when it

is obliged to do so the Guarantor will (subject to provisions of this Guarantee) pay to the Owner, within 21days after the receipt by the Guarantor of a demand complying with the requirements of this Guarantee, theGuaranteed Amount then payable but unpaid. If the payment by the Guarantor is not made within that periodthe payment will bear interest from the date the demand is made upon the Guarantor to the date of actualpayment by the Guarantor, at the Effective Rate of Return.

4. Form of Demand

4.1 Every demand under this Guarantee will be made to the Guarantor in the manner set out in the Schedule and will:


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(a) be in writing and accompanied by the Letter for the Panel;

(b) be signed by or on behalf of the Owner and in the case of joint Owners all of them;

(c) have his signature conrmed by a bank, solicitor or person regulated by a national nancial regulatoryauthority;

(d) state:

(I) the full name and registered address of the Owner, and in the case of joint Owners, all of them, and theamount which is claimed;

(II) that the Leasing Agreement has not been cancelled or terminated;

(III) that the sum demanded is due and payable by the Company, all conditions for payment and demandsnecessary have been fullled and made, any grace period has elapsed and the Company is not contestingthe liability in circumstances where the Company is entitled to withhold payment;

(e) be set out substantially in the form as set out the Schedule;

(f) give full details of the bank account in the name of the relevant Owner to which the sum demanded is to be

paid by the Guarantor.

5. Payment

5.1 Payment on a demand complying with the requirements of this Guarantee will be made by the Guarantor inthe currency of the United States of America to the bank account the Owner species..

5.2 Upon payment the Guarantor will endorse the Letter with a memorandum of payment and return it to theOwner by prepaid post to his registered address at the Owners risk.

5.3 If the Guarantor is required by law, it will deduct Tax from any amount payable and will deliver to the relevantOwner a certicate as to the gross amount of the payment, the amount of Tax deducted and the actualamount paid and as to the fact that it has paid the amount deducted to the relevant revenue authority. If theGuarantor makes a proper deduction of Tax it will not be required to make any additional payment to theOwner.

6. Direct Obligations of the Guarantor

6.1 Notwithstanding anything to the contrary in this Schedule or the Leasing Agreement, it is conrmed that thisGuarantee constitutes the direct obligation of the Guarantor to make payment in accordance with the terms


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of this Guarantee. Any amounts due under this Guarantee will be paid without reference to any rights of set- off or counter-claim that the Company or the Guarantor has against the relevant Owner or any rights of set- off which the Guarantor may have against the Company.

6.2 The Guarantor may rely on any demand or other document or information believed by it to be genuineand correct and to have been signed or communicated by the person by whom it purports to be signedor communicated and the Guarantor will not be liable for the consequences of this reliance and will have noobligation to verify that the facts or matters stated are true and correct.

6.3 Payment by the Guarantor on a demand made will be deemed a valid payment for all purposes of thisGuarantee and will discharge the Guarantor from its liability to the extent of the payment and the Guarantorwill not be concerned to see to the application of the payment.

6.4 This Guarantee may be enforced by the Owner at any time after he has made a demand on the Company forthe payment of any amount due or owing to him under the Leasing Agreement without the Owner rst takingany proceedings against the Company.

7. Limit of Guarantors Liability

7.1 No demand under this Guarantee will be valid or result in any liability on the part of the Guarantor unlessit is made and received by the Guarantor in accordance with the provisions of this Guarantee on or beforethe rst Business Day falling more than 6 months after the date on which payment of the Guaranteed

Amounts demanded ought to have been made to the relevant Owner by the Company.

8. Continuing Guarantee

8.1 This Guarantee is a continuing Guarantee and will remain in force notwithstanding the liquidation ordissolution of the Company, or the appointment of an administrator of the Company or the appointment of areceiver of all or any part of the assets of the Company.

9. Irrevocable

9.1 No compounding indulgence or relief granted by an Owner or any other matter or thing which but for thisprovision might exonerate the Guarantor will release or reduce the liability of the Guarantor, provided thatthe Guarantor will not be bound by any such other matter or thing which would operate either to increaseits actual or contingent liabilities under this Guarantee or extend any date for the performance of any of theCompanys obligations under the Leasing Agreement.

9.2 This Guarantee is irrevocable in respect of the Leasing Agreement unless the Owner gives to the Guarantor aspecic written release of the Guarantors liability in relation to the whole or any part of the LeasingAgreement.


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10. THIRD PARTY RIGHTS

10.1 Save for the Owner and the Company and their successors who shall be entitled to enforce the terms of thisGuarantee against the Guarantor no other party shall have a right to enforce any term of this Guarantee.

11. Subrogation

11.1 The Guarantor will be at liberty at all times to have recourse to and enforce all rights possessed by theGuarantor as surety or otherwise against the Company or others.

12. Notice

12.1 Where a notice or demand is given by the Owner to the Guarantor, it may be served by leaving it at orsending it by recorded delivery post to the registered address of the Guarantor, marked for the attention ofthe Directors, or any other address in the United Kingdom as the Company at the request of the Guarantor orthe Guarantor itself may notify to the Owner from time to time.

13. Death of owner

13.1 In the event of transmission to the legal personal representative or other representative of the estate ofthe Owner on the death, bankruptcy or insanity of the Owner, the representative will promptly produceevidence satisfactory to the Guarantor of his authority to act for the Owner when requested by the

Guarantor. Subject to production of this evidence of authority, all references in this Guarantee to the Ownerwill be treated as references to the representative.

14. Name on lease certifcate and Joint owners

14.1 The person whose name appears on the Letter relating to the Leasing Agreement as the Owner or, ifmore than one the rst, will be regarded by the Guarantor as exclusively entitled to the benet of theLeasing Agreement and of this Guarantee and the Guarantor will not be bound to recognise any trust orequity affecting the title to the Leasing Agreement. All dealings in connection with and payments under theLeasing Agreement or this Guarantee will be made with and to such person.

15. Law and jurisdiction

15.1 The Guarantee will be governed by and construed to take effect in all respects in accordance with Englishlaw.

15.2 The courts of England shall have non-exclusive jurisdiction to settle any dispute or claim arising out of or inconnection with this Guarantee.


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LETTER


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GUARANTEED POWER UNIT LEASE

Reference

Dear

I would like to welcome you to the Powerclouds owners family as the owner of the following PanelSerial No:

Thank you for entering into this lease with Power Clouds Pte Ltd to enable us to bring green electricity to theWorld. This letter sets out each of our various responsibilities and rights during the term of your lease to us.The terms of your lease to us are set out in full in Schedule A annexed to this Letter, which forms part of ouragreement with you. Schedule A can be found on www.powerclouds.com. Please familiarise yourself with allthe terms and conditions of the lease.

The Principal Terms of your lease are:

1. Your Panel will be placed at

2. The First Lease Payment date is:

3. Lease Rental amounts:

4. Number of Lease Rentals to be paid:

5. Primary Lease Period:

Can I get my Panel back?

If you want to make a request for Early Termination, then:

6. The Minimum Lease Period is: 2 years. You cannot ask for a repayment before this date.

7. Make a request for your panel's return. The Company will charge you for the fees.


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What happens at the end of the Primary Lease Period?

There are three possibilities at the end of the Primary Lease Period. In order to request any of the three options,

the Owner must communicate his/her irrevocable choice by the beginning of the twentieth year of the contract(that's to say by the end of the 228th month of the contract). Within a period of time of one year, the Companywill put into practice the owner's choice. The three options are:i) If you decide to sell your panel to us at the end of the Primary Lease Period, we will pay you your MinimumPurchase Option Price: 300$. or;

ii) If, we agree, you can renew the Lease for a further 20 years to new terms and conditions which will be setwhen the new contract is signed, or;

iii) You can ask for your Panel to be returned to you. The Company will charge the Owner for the return fees,which must be paid before the panel is sent.

May I thank you for your interest.

Please sign this Letter through the DocuSign system to conrm your agreement to this Letter.

Yours sincerely

CEOPOWER CLOUDS Pte Ltd.

Documents

Power Units Lease Agreement