Confidential 30 June 2017

DATED []

[]

and

[]

AGREEMENT FOR THE SALE OF POWER AND PROVISION OF RELATED SERVICES

Contents

Clause Page

1 Definitions and interpretation ......................................................................................................... 1

2 Effective date - Testing Period - Supply Period - Term .................................................................. 8

3 Supply and purchase of Power ....................................................................................................10

4 Transfer of risks and ownership ...................................................................................................10

5 Prices ...........................................................................................................................................11

6 Invoicing and payment .................................................................................................................14

7 Undertakings ................................................................................................................................20

8 Representations and warranties ..................................................................................................31

9 Taxes ............................................................................................................................................32

10 Termination of the Agreement ......................................................................................................33

11 Indemnification .............................................................................................................................36

12 Force Majeure ..............................................................................................................................36

13 Change in Law and Change to the Market Design ......................................................................37

14 Confidentiality ...............................................................................................................................38

15 Transfer and assignment .............................................................................................................39

16 Notices .........................................................................................................................................40

17 Governing law - Jurisdiction .........................................................................................................41

18 Miscellaneous ...............................................................................................................................41

Annex 1 Wind Farm and Delivery Point identification ............................................................................43

Annex 2 Election Sheet ..........................................................................................................................44

Annex 3 Supply Period Commencement Date Notice ...........................................................................47

Annex 4 Form of acceptable letter of credit ............................................................................................48

Signature Page .......................................................................................................................................55

1

THIS AGREEMENT is made between:

(1) [PRODUCER], a [type of company], incorporated under the laws of [jurisdiction of incorporation],

with a share capital of [], whose registered office is [address], [postal code] [city], France,

registered at the [competent trade or company registry] under number [], represented by the

person identified on the signature page hereof (the Producer);

(2) [BUYER], a [type of company], incorporated under the laws of [jurisdiction of incorporation], with

a share capital of [], whose registered office is [address], [postal code] [city], [country], registered

at the [competent trade or company registry] under number [], represented by the person

identified on the signature page hereof (the Buyer).

The Producer and the Buyer shall hereinafter be referred to together as the Parties and individually as

a Party.

IT IS AGREED as follows:

(A) The Producer is a power producer which operates the [name of the Wind Farm], further described

in Annex 1 thereto (the Wind Farm).

(B) With respect to this Wind Farm, the Producer is eligible to benefit from the energy premium

(complément de rémuneration) regime within the meaning of subparagraph 2 of article L.314-19

and article R.314-29 of the French Code de l’énergie (the Energy Premium Regime) and entered

into or is to enter into an energy premium contract (contrat de complément de rémuneration

relative aux installations de production d’électricité utilisant l’énergie mécanique du vent) with

EDF setting forth the terms and conditions under which the Producer shall be entitled to receive

the energy premiums (the Energy Premium Contract).

(C) The Buyer has necessary skills to enable it to purchase power from renewable energy sources

and provide related services.

(D) The Producer intends to sell to the Buyer and the Buyer intends to buy all the power generated

by the Wind Farm and to provide to the Producer related services.

(E) The purpose of this Agreement is to set out the terms and conditions of the sale and purchase of

power and of the provision of related services by the Buyer to the Producer.

IT IS HEREBY AGREED AS FOLLOWS:

1 Definitions and interpretation

1.1 Definitions

2

In this Agreement:

“Affected Party” has the meaning ascribed to it in Clause 12.1.

“Affiliate” means, in respect of any person, any entity:

(a) which controls such person;

(b) over which such person has control; or

(c) which an entity referred to in paragraph (a) above controls,

where “control” means control (contrôle) within the meaning of article L.233-3-I of the French

Code de Commerce.

“Agreement” means this agreement, including its recitals and annexes.

"Anti-Money Laundering Provisions" has the meaning ascribed to it in Clause 10.1(b)(v).

“Balance Responsible Entity” means an entity which has entered into a participation agreement

(accord de participation) with the Transmission System Operator to act as a balance responsible

entity (responsable d’équilibre) in accordance with the Balance Responsible Party Regulations.

“Balance Responsible Entity Regulations” means the balance responsible party regulations

entitled “Règles relatives au dispositif de Responsable d’Equilibre” issued by RTE dated 1 April

2017 (as amended from time to time).

“Balancing Group” means, in accordance with article L.321-15 of the French Code de l’énergie

and the Balance Responsible Entity Regulations, all means of power injection into and of power

withdrawal from the transmission or distribution network the Balance Responsible Entity is

responsible for.

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for

general business in Paris [and in []].

“Capacity Certification Contract” means any capacity certification contract (contrat de

certification de capacité) entered into between the Producer as producer and the Transmission

System Operator pursuant to the provisions of article R.335-15 of the French Code de l’énergie.

“Capacity Guarantee” means any capacity guarantee (garantie de capacité) (within the meaning

of article R.335-1 of the French Code de l’énergie) issued by the Transmission System Operator

pursuant to the provisions of articles L.335-3 and R.335-36 of the French Code de l’énergie and

freely transferable (échangeable et cessible) pursuant to the provisions of article L.335-3 III of the

French Code de l’énergie.

3

“Capacity Guarantee Registry” means the capacity guarantee registry (registre des garanties

de capacité) (within the meaning of article R.335-1 of the French Code de l’énergie) opened in

the books of the Transmission System Operator to which are credited all Capacity Guarantee

pursuant to the provisions of article R.335-36 of the French Code de l’énergie.

“Capacity Portfolio Manager” (responsable de périmètre de certification) means the entity which

shall be liable for the settlement of capacity imbalances (responsable des écarts entre la capacité

certifiée et la capacité effective) of capacity operators in its portfolio pursuant to the provisions of

article L.335-3 of the French Code de l’énergie by entering into an agreement with the

Transmission System Operator.

“CARD” means the consumer network access contract (contrat d’accès au réseau de distribution)

(CARD), referred to in article L.111-91 of the French Code de l’énergie, entered into between the

Producer and a Distribution System Operator with respect to the Wind Farm.

“CART” means the consumer network access contract (contrat d’accès au réseau de transport)

(CART), referred to in article L.111-91 of the French Code de l’énergie, entered into between the

Producer and the Transmission System Operator with respect to the Wind Farm.

“Certified Volume” has the meaning ascribed to it in Clause 5.3(a).

“Change in Law” has the meaning ascribed to it in Clause 13.2.

“Change to the Market Design” has the meaning ascribed to it in Clause 13.2.

“Confidential Information” has the meaning ascribed to it in Clause 14.1.

“Contract Price” has the meaning ascribed to it in Clause 5.3(a).

“CRE” means the French Commission de régulation de l’énergie.

“Day” means the twenty-four (24)-hour period - twenty-three (23) or twenty-five (25) during the

biennial legal time change - commencing every day at 00:00 hour and ending at 23:59:59 hours.

“Day-Ahead Price” means the power price for the day-ahead period displayed on the relevant

page of the EPEX’s website (or any replacement EPEX’s page which displays that price) or on

the appropriate page of such other information service which publishes that price from time to

time in place of EPEX. If such page or service ceases to be available, the Parties shall agree

upon another page or service displaying the relevant price.

“Delivery Point” means the physical delivery point (point de livraison) as at the date hereof where

the power produced or consumed by the Wind Farm is injected into or withdrawn from the power

4

grid, respectively, as specified in the grid connection agreement in accordance with the provisions

of article D.342-11 of the French Code de l’énergie.

“Delivery Volume” has the meaning ascribed to it in Clause 5.3(a).

“Delivery Year” has the meaning ascribed to it in Clause 5.3(a).

“Distribution System Operator” means any distribution system operator (gestionnaire des

réseaux publics de distribution) competent with respect to the Wind Farm, being as of the date

hereof Enedis [Option : [], a local distribution company (entreprise locale de distribution)].

“EDF” means Electricité de France, a société anonyme incorporated under the laws of France,

having its registered office at 22-30 avenue de Wagram, 75008 Paris

“Energy Premium Contract” has the meaning ascribed to it in paragraph (B) of the Recitals.

“Energy Premium Regime” has the meaning ascribed to it in paragraph (B) of the Recitals.

“Estimated Power” has the meaning ascribed to it in Clause 6.1(b)(i).

“Estimated Price” has the meaning ascribed to it in Clause 6.1(b)(ii).

“Exchange” means the power exchange in Paris for the European (including French) power spot

markets, being administered as of the date hereof by EPEX.

“Exchange Prices” means the hourly prices for the purchase of power set by the Transmission

System Operator the day prior to its delivery.

“Final Power” has the meaning ascribed to it in Clause6.1(b)(iv).

“Final Price” has the meaning ascribed to it in Clause 6.1(b)(iii).

“Force Majeure Event” has the meaning ascribed to it in Clause 12.1.

“Hour” means any period of time equal to sixty (60) consecutive minutes starting and ending on

the hour.

“Inadequate Reduction Notification” has the meaning ascribed to it in Clause 5.2(a)(iii).

“Law” has the meaning ascribed to it in Clause 13.2.

“Lenders” means the banks or financial institutions, trusts, funds or other entities which have

granted facilities to the Producer for the construction of the Wind Farm, including their successors,

transferees and assignees.

5

“M0” means the market reference price (prix de marché de référence) as defined under article

R.314-38 of the French Code de l’énergie and the relevant order applicable to wind power and as

published by the CRE in accordance with the provisions of article R.314-46 of the French Code

de l’énergie for the month in consideration. If such price ceases to be available, the Parties shall

agree upon an alternative price within five (5) Business Days. In the event of failure of the Parties

to timely agree, either Party shall be entitled to terminate this Agreement pursuant to Clause

10.1(a).

“Market Design” has the meaning ascribed to it in Clause 13.2.

“Metering Data” has the meaning ascribed to it in Clause 7.9.

“Next Possible Technical Settlement Date” means the earliest on the date on which the Wind

Farm can be de-registered from the Buyer’s (or the entity designated by the Buyer as Balance

Responsible Entity’s) balancing group.

“Non-Affected Party” has the meaning ascribed to it in Clause 12.3(a).

“O&M Service Provider” means the operation and maintenance services provider of the Wind

Farm, the contact details of which shall be communicated by the Producer to the Buyer.

“Original Balance” has the meaning ascribed to it in Clause 13.3.

“Overlapping Reduction Period” has the meaning ascribed to it in Clause 7.8(c)(iv).

“Payment Security” has the meaning ascribed to it in Clause 6.8.

“Power” means all the active power provided by the Wind Farm at the Delivery Point, as metered

by the Distribution System Operator. For the avoidance of doubt, it is specified that the Power

shall be net of self-consumption by the Wind Farm.

“Power Generated During Negative Day-Ahead Price Period” has the meaning ascribed to it

in Clause 6.1(b)(v).

“Power Purchase Price” has the meaning ascribed to it in Clause 5.1.

“PP2 Peak Period“ means any PP2 peak period (période de pointe PP2), as defined under article

R.335-1 of the French Code de l’énergie.

“Reduction Notification Failure” has the meaning ascribed to it in Clause 5.2(a)(i).

“Reduction Period” has the meaning ascribed to it in Clause 7.8(a).

6

“Related Services” means all the services elected by the Seller to be rendered by the Buyer in

Annex 2, paragraph 1, thereto.

“Remote Control” has the meaning ascribed to it in Clause 7.7(a).

“SCADA Data” has the meaning ascribed to it in Clause 7.12(c).

“Supply Period” has the meaning ascribed to it in Clause 2.3(a).

“Supply Period Commencement Date” has the meaning ascribed to it in Clause 2.3(b).

“Supply Period Suspension Event” has the meaning ascribed to it in Clause 2.3(d).

“Supply Termination Date” has the meaning ascribed to it in Clause 2.3(c).

“Support Decree” means the French decree no. 2016-682 of 27 May 2016 relatif à l'obligation

d'achat et au complément de rémunération prévus aux articles L.314-1 et L.314-18 du code de

l'énergie et complétant les dispositions du même code relatives aux appels d'offres et à la

compensation des charges de service public de l'électricité.

“Support Legal Framework” means French law no. 2015-992 of 17 August 2015 relative à la

transition énergétique pour la croissance verte as codified as at the date hereof partly in article

L.314-18 et seq. of the French Code de l’énergie, articles R.314-1 et seq. and articles R.314-26

et seq. of the French Code de l’énergie, the Support Decree and the relevant implementing orders

(arrêtés d’application).

“System Operators” means the Transmission System Operator and/or the Distribution System

Operator, as applicable.

“Testing Period” has the meaning ascribed to it in Clause 2.2

“Transmission System Operator” means the transmission system operator (gestionnaire du

réseau public de transport), being as of the date hereof Réseau de transport d'électricité (RTE).

“Virtual Power Plant” has the meaning ascribed to it in Clause 7.7(a).

“Wind Farm” has the meaning ascribed to it in paragraph (A) of the Recitals and is further

described in Annex 1 thereto.

1.2 Constructions

(a) Unless a contrary indication appears, any reference in this Agreement to:

7

(i) the “Producer” or the “Buyer” shall be construed so as to include its successors in

title, permitted assigns and permitted transferees to, or of, its rights and/or

obligations under the Agreement;

(ii) an “aggregator”, a “balancing group”, a “balance responsible entity”, a “capacity”, a

“capacity certification contract”, a “capacity portfolio manager”, a “capacity

guarantee”, a “capacity guaranty registry”, a “distribution system operator”, an

“energy premium”, a ”Producer”, an “installed capacity”, a “management premium”,

a “metering point”, a “wind farm”, a “producer” and a “transmission system operator”

shall be construed so as to have the meaning ascribed to their French translation

under French law;

(iii) an “annex” shall, subject to any contrary indication, be construed as reference to an

Annex to this Agreement and form an integral part thereof;

(iv) “assets” includes present and future properties, revenues and rights of every

description;

(v) a “bank account” includes each sub or ledger account of that account and any

replacement account;

(vi) a “Clause” shall, subject to any contrary indication, be construed as a reference to a

clause of this Agreement;

(vii) “€”, “EUR”, “Euro” and “euro” means the single currency of the member states of the

European Union that have the euro as their lawful currency in accordance with

legislation of the European Union relating to Economic and Monetary Union;

(viii) “FTP” means File Transfer Protocol;

(ix) “IP” means Internet Protocol;

(x) “law(s)” shall be construed as a reference to applicable law;

(xi) “MW” means megawatt;

(xii) “MWh” means megawatt hour;

(xiii) a “person” includes any person, firm, company, corporation, partnership,

government, state or agency of a state or any association, joint venture, consortium

or partnership or other entity (whether or not having separate legal personality) or

two or more of the foregoing;

8

(xiv) a “regulation” includes any regulation, rule, official directive, request or guideline

(whether or not having the force of law) of any governmental, intergovernmental or

supranational body, agency, department or of any regulatory, self-regulatory or other

authority or organisation;

(xv) “VAT“ means value added tax;

(xvi) a provision of law is a reference to that provision as amended or re-enacted; and

(xvii) unless a contrary indication appears, a time of day is a reference to Paris time.

(b) Section, Clause and Annex headings are for ease of reference only.

(c) The words “include” and “including” are to be construed without limitation.

(d) Words incorporating the singular number include the plural and vice versa.

2 Effective date - Testing Period - Supply Period - Term

2.1 Effective date

This Agreement shall enter into force on its date of signature.

2.2 Testing Period

(a) As from the execution date of this Agreement, the Producer shall be entitled to inject Power

into the network provided that the following conditions precedent are fulfilled (the Testing

Period):

(i) the Wind Farm has been attached to a Balancing Group by way of designation by

the Producer of the Buyer (or the entity designated as Balance Responsible Entity

by the Buyer) as Balance Responsible Entity;

(ii) the Producer has notified the Buyer in writing at least five (5) Business Days prior to

such date of the beginning of the Testing Period.

(b) The Testing Period shall be automatically terminated on the Supply Period

Commencement Date, in accordance with the provisions of Clause 2.3 au-dessous.

9

2.3 Supply Period

(a) Subject to paragraph (d) au-dessous, the supply of Power under this Agreement shall (i)

commence on the Supply Period Commencement Date and (ii) cease on the Supply

Termination Date (the Supply Period).

(b) The date of commencement of the Supply Period shall be the date notified by the Producer

to the Buyer, provided that the condition specified in Clause 2.2(a)(i) is still fulfilled (the

Supply Period Commencement Date). Such notice shall be served by email with return

receipt or registered letter with acknowledgement of receipt, substantially in the form

attached in Annex 3 thereto. The Parties agree that the Supply Period Commencement

Date shall be the first day of the month preceding or following the date on which the

aforementioned notice is served.

(c) The Supply Period shall cease on the date provided for in Clause 2.5 or on the date on

which this Agreement is terminated pursuant to Clause 10 (the Supply Termination Date).

(d) The Buyer may suspend the Supply Period, meaning that no power shall be injected into

the grid by the Producer and conversely the Buyer shall not be bound by any obligations

under this Agreement, in the following events (each, a Supply Period Suspension Event)

and, in each case, for as long as the relevant Supply Period Suspension Event lasts:

(i) the power generated by the Wind Farm is fed into the balancing group of a Balance

Responsible Entity not approved by the Buyer (it being specified that under no

circumstances should the Producer be entitled to remove the Wind Farm from the

Balancing Group otherwise than in accordance with the provisions of Clause 7.5(f));

or

(ii) the Wind Farm has been de-registered from the Balancing Group for any reason

which is not attributable to the Buyer (such as a termination of the CARD or the

CART (as applicable) pursuant to the provisions of paragraph 1 of article C.8.3.4 of

the Balance Responsible Entity Regulations)

2.4 Long-stop date

In the event the Supply Period Commencement Date has not occurred within twenty-four (24)

months from the execution date of this Agreement, either Party shall have the right to terminate

this Agreement and each Party shall be discharged from its respective rights and obligations

under this Agreement.

2.5 Term

10

Unless otherwise terminated pursuant to the provisions of Clause 10, this Agreement shall be for

a period of [3/5] years as from the Supply Period Commencement Date.

3 Supply and purchase of Power

3.1 Pursuant to the provisions of this Agreement, the Producer shall supply to the Buyer and the

Buyer shall take delivery of the entire Power at the Delivery Point throughout the Supply Period.

The Power sold by the Producer to the Buyer shall be sold with full title guarantee, free from all

charges, liens, other encumbrances and third-party claims.

3.2 Without prejudice to the Producer’s obligations set out in Clause 7, the Producer shall have no

commitment towards the Buyer with respect to the availability of the Wind Farm or lack thereof

for whatever reason. Consequently, if for any reason:

(a) the Wind Farm is not available and does not produce any power;

(b) the Wind Farm is only partially available and produces less power than the volume specified

in Annex 1 thereto;

(c) pursuant to an arrangement with the Transmission System Operator notified to the Buyer,

the Producer reduces the volume of Power injected;

(d) a complete or partial interruption of the generation caused by an incident on the distribution

system, or maintenance, extension or repairs works carried by the Distribution System

Operator; or

(e) a disruption of the power grid negatively affects the Producer with respect to the feed-in of

power or the transport of power volumes,

then the Producer shall not undertake replacement power deliveries or pay any indemnity to the

Buyer with respect to such decreased volume of Power. It being specified, for the avoidance of

doubt, that the Buyer shall bear all costs resulting from imbalances due to the Transmission

System Operator in its Balance Group, without passing them in any manner to the Producer

provided that the Producer complies with its information obligations set out in Clause 7.6.

4 Transfer of risks and ownership

The transfer of risks and ownership of the Power by the Wind Farm takes place at the delivery at

the Delivery Point. The amount of Power sold by the Producer to the Buyer is measured at the

Delivery Point and the reading of the meter is done by the Distribution System Operator on a

periodical basis.

11

5 Prices

5.1 Power Purchase Price

(a) The Buyer shall pay for the Power generated by the Wind Farm during the Supply Period

a price (the Power Purchase Price) equal to the applicable M0 for the relevant delivery

month.

(b) For the avoidance of doubt, the price determined pursuant to this Clause 5.1 shall decrease

to zero Euro (EUR 0) per MWh for each hour where the Day-Ahead Price for the

corresponding hour is below zero Euro (EUR 0.00) per MWh, it being understood that the

Buyer’s power purchase obligations under this Agreement shall only apply where Day-

Ahead Prices are equal to or higher than zero Euro (EUR 0.00) per MWh unless the Buyer

instructs the Producer to produce during those hours, in which case the remuneration shall

be defined as per Clause 7.8.

5.2 Impact of negative Day-Ahead Prices periods on Power Purchase Price

(a) With respect to the Buyer

(i) Should the Buyer fail to instruct in advance as per Clause 7.8 the Producer to stop

producing power when the Day-Ahead Price is set to be negative or erroneously

instruct the Producer and for the duration during which it is set to be negative (a

Reduction Notification Failure), the Buyer shall compensate the Producer for the

loss of the revenues, corresponding to the premium defined in article R.314-39 of

the French Code de l’Énergie and in the applicable tariff order, that the Producer

suffers for the period to which the Reduction Notification Failure relates.

(ii) The amount of the compensation to be paid by the Buyer pursuant to the provisions

of the paragraph above shall be equal to the amount corresponding to the portion of

bonus amount (“prime”) that would have been paid to the Producer (if any) in

accordance with the provisions of article R.314-39 of the French Code de l’énergie

had the Reduction Notification Failure not occurred.

(iii) In case the Buyer instructs the Producer to interrupt the production of the Wind Farm

when the Day-Ahead Price was not negative (an Inadequate Reduction

Notification), the Buyer shall compensate the Producer for the foregone power

production of the Wind Farm and pay an amount equal to : (A) x ((B) + (C))

where:

12

(A) corresponds to the power volume that should have been produced by the

Wind Farm during the period of the Wind Farm’s power production

interruption.

(B) corresponds to the Purchase Price the Buyer would have paid to the

Producer for the period during which the Wind Farm’s production should an

Inadequate Reduction Notification had not been sent; and

(C) corresponds to the amount the Producer would have been entitled to claim

against EDF under the Energy Premium Contract calculated pursuant to the

provisions of articles R.314-34 and R.314-41 of the French Code de l’énergie

in respect of the period to which the relevant Inadequate Reduction

Notification relates, it being specified that for the purposes of such calculation

the value of component (A) above shall be used as the value of the item

referred to as “Ei” (as defined in article R.314-35 of the French Code de

l’énergie).

(iv) The compensation contemplated in paragraphs (i) to (iii) above shall be payable

subject to the receipt by the Buyer from the Producer of duly documented evidence

of the amount the Producer would have been entitled to claim against EDF under

the Energy Premium Contract referred to in paragraph (iii)(C) above.

(v) The Buyer shall have no payment obligations towards the Producer in case both

Parties fulfilled their obligations under Clause 7.8 and the Wind Farm fails to restart

for any reason after the end of the Reduction Period.

(b) With respect to the Producer

Should the Producer:

(i) fail for any reason to interrupt the production of the Wind Farm notwithstanding the

Buyer’s instruction to this effect; or

(ii) only lower the feed-in power of the Wind Farm without interrupting the production

following the Buyer’s instructions under Clause 7.8,

the Producer shall compensate the Buyer for the feed-in power volume which was injected

into the Balancing Group by paying a fixed fee equal to EUR [] /MWh [Price to be

commercially agreed upon between the Parties].

(c) Computation of the loss of power production

13

(i) For the purposes of this Clause 5.2, the value used for the calculation of the

compensation shall be the average of the last measured 10 minute value before the

interruption order and the first measured 10 minute value after return to normal

production following the interruption order end multiplied by the duration of the

interruption order.

(ii) In case the Wind Farm did not restart 10 minutes after the end of the interruption

order, the loss of power production shall be calculated as the last measured 10

minute value before the interruption order, for the duration of the interruption order.

(iii) In case the Wind Farm restarted only partially 10 minutes after the end of the

interruption order, the loss of power production with respect to the part of the Wind

Farm which did not restart shall be calculated as the last measured 10 minute value

before the interruption order, for the duration of the interruption order. With respect

to the part of the Wind Farm which restarted normally, the loss of power production

shall be calculated as provided for in paragraph (i) above.

5.3 Capacity Guarantee purchase price [if such Related Service has been selected in Annex 2

thereto]

(a) Payable amounts

The Capacity Guarantee purchase price payable by the Buyer to the Producer for the

Capacity Guarantee relating to the Wind Farms attributed to it shall be calculated as

follows:

(i) Initial Amount: Certified Volume x Contract Price for the respective Delivery

Year.

(ii) Final Amount: Delivery Volume x Contract Price for the respective Delivery

Year.

This amount indicates the difference between Certified Volume and Delivery Volume and

the Final Amount reflects the corrected amount.

Where:

Certified Volume (niveau de capacité certifié) means the number of all Capacity

Guarantee allocated to the Wind Farm based on the normative approach as defined by the

Capacity Mechanism Rules for the respective Delivery Year;

Contract Price means the Reference Price;

14

Delivery Volume (niveau de capacité effectif) means the number of Capacity Guarantee

effectively issued by the Wind Farm based on the normative approach as defined by the

Capacity Mechanism Rules for the respective Delivery Year;

Delivery Year (année de livraison) means the calendar year for which the relevant

Capacity Guarantees are issued;

Reference Price (prix de référence, PRef Capa) means the reference price defined for the

respective Delivery Year by the CRE pursuant to the provisions of article R.335-51 of the

French Code de l’énergie and the relevant implementing order.

(b) Other payments

(i) The Producer shall be liable for all costs and fees associated with the certification of

the Wind Farm under the Capacity Certification Contract.

(ii) The Buyer (or the entity designated by it as Capacity Portfolio Manager) will support

all fees and costs directly associated with the trading or the transfer of Capacity

Guarantee.

(iii) Any variation of the Certified Volume of the Wind Farm shall lead to an adjustment

of the Capacity Guarantee purchase price on a pro rata basis.

5.4 Price for the other Related Services

The price for the Related Services rendered by the Buyer, other than the sale and purchase of

Capacity Guarantee, shall be calculated as provided in Annex 2 thereto.

6 Invoicing and payment1

6.1 Invoicing by the Producer relating to Power purchase

(a) No later than the []th of each month, the Producer shall issue a monthly invoice to the

Buyer for the Power purchased based on the Metering Data.

(b) The Buyer shall provide the Producer before the fifth (5th) of each Month (M) with the billing

elements for the preceding month (M-1) comprising:

1 To be amended, should the Parties elect self-invoicing

15

(i) the Power volumes based on the reading of the Distribution System Operator’s meter

of the Wind Farm (the Estimated Power) for M-1;

(ii) the weighted monthly average of M-1 Exchange Prices as defined in the annex to

the arrêté dated 12 December 2016 fixant les conditions du complément de

rémunération de l’électricité produite par les installations de production d’électricité

utilisant l’énergie mécanique du vent (the Estimated Price relating to M-1);

(iii) the last M0 published by the CRE (the Final Price relating to the power produced

during M-2);

(iv) the final power relating to M-2 based on the billing elements provided to the Producer

by the Energy Premium Contract co-contracting party (the Final Power relating to

M-2);

(v) the Power generated during every negative Day-Ahead Price hour for which the

Buyer did not request the Producer to stop or ramp down the Wind Farm’s power

production (the Power Generated During Negative Day-Ahead Price Period);

(c) Should the Buyer fail to timely provide the billing elements provided in the paragraph (b)

au-dessus, the Producer shall be entitled to use its own estimates.

(d) The Power Purchase revenue invoiced shall be equal to the sum of the following:

(i) the Estimated Power relating to M-1 multiplied by the Estimated Price relating to M-

1;

increased or decreased by

(ii) the difference between Final Power relating to M-2 multiplied by the Final Price and

the Estimated Power relating to M-2 multiplied by the Estimated Price relating to M-

2;

increased by

(iii) the Power Generated During Negative Day-Ahead Price Period multiplied by the Te

reference tariff (Tarif de Référence Te) as defined in the tariff order in case of request

from the Buyer to maintain power production in the event of a Negative Day-Ahead

Price Period in accordance with Clause 7.8(a).

16

6.2 Invoicing by the Producer relating to the financial consequences attached to Power

reduction measures and regularisation

(a) The Producer shall issue an invoice or a credit note once a year upon receipt of the updated

invoicing data referred to in paragraph VI (Factures, avoir et modalités de paiement) of the

Energy Premium Contract and on the last day of February at the latest for the previous

year under the conditions set out in paragraph (b) au-dessous.

(b) The Producer shall issue either an invoice to reflect the compensation owed by the Buyer

to the Producer or a credit note to reflect a compensation owed by the Producer to the

Buyer in application of (a) au-dessus. Said invoice or credit note shall be issued on the

basis of compensation data provided by the Buyer no later than January 31st.

(c) In case the sum of the credit notes and the invoices reveals an amount owed by the

Producer to the Buyer, the relevant amount owed by the Producer will be set-off against

the Buyer’s payment obligations under the monthly invoice immediately following the

issuance of the credit note, and conversely in case the sum of the credit notes and the

invoices reveals an amount owed by the Buyer to the Producer, the Buyer shall pay said

amount to the Producer within five (5) Business Days from the issue date of the relevant

invoice.

6.3 Invoicing by the Producer relating to the Capacity Guarantee [if such Related Service has

been selected in Annex 2 thereto]

(a) The Buyer shall provide the Producer before the fifth (5) of the month following the month

of publication of the Reference Price by the CRE with the billing elements for the delivery

year (AL-1) comprising:

(i) the Certified Volume allocated to the Wind Farm in accordance with paragraph 8° of

the annex of the arrêté dated 12 December 2016 fixant les conditions du complément

de rémunération de l’électricité produite par les installations de production

d’électricité utilisant l’énergie mécanique du vent; and

(ii) the Reference Price pursuant to the provisions of article R.335-51 of the French

Code de l’énergie and the relevant implementing order.

(b) Upon receipt of such billing elements, the Producer shall issue an annual invoice to the

Buyer for the purchase of Capacity Guarantee relating to the delivery year (AL-1).

(c) The Capacity Guarantee revenue invoiced shall be as provided in Clause 5.3

17

6.4 Invoicing by the Buyer relating to the other Related Services [if one or more Related

Services other than the sale and purchase of Capacity Guarantee have been selected in

Annex 2 thereto]

(a) The Buyer shall issue a monthly invoice with respect to the Related Services other than the

sale and purchase of Capacity Guarantee selected in Annex 2 thereto.

(b) The revenue invoiced in consideration for the provision of the Related Services other than

the sale and purchase of Capacity Guarantee shall be as provided in Clause 5.4

6.5 Transmission and payment of invoices

(a) Invoices shall be payable within twenty (20) days from their date of receipt. Failure or delay

by a Party to meet any of its payment obligations under this Agreement shall entitle the

other Party to terminate this Agreement pursuant to Clause 10.1(a)

(b) The Parties herewith consent to the issuance and transmission of all invoices exclusively

in electronic format and all invoices under this Agreement shall be paid by way of intra-

bank electronic wire transfers.

6.6 Late payment penalty

(a) In case of late payment of all or part of any invoice, the defaulting Party shall be

automatically liable to pay to the other Party a late payment penalty on all sums due

(inclusive of VAT), without need of any formal notice, at the one-month interbank rate

offered in the Euro Zone (EURIBOR 1 month) for the last Business Day of the month

preceding the invoicing month (which will always be considered as at least equal to 0,00%)

increased by two (2) percentage points. In any case, the applicable rate shall not be less

than three (3) times the legal interest rate.

(b) If the EURIBOR rate ceases to be available, provided that no substitution rate is published,

the Parties shall agree upon another rate. In the event that the Parties do not reach an

agreement within thirty (30) Business Days from the unavailability of such rate, the new

rate to be used shall be determined by the President of the Tribunal de Commerce of Paris

at the request of the first Party to act.

6.7 Disputes on invoices

(a) In case of dispute on an invoice, the disputing Party shall (i) convey to the other Party

before the due date a written note explaining its reasons for disputing such invoice and (ii)

pay to the other Party the undisputed amount of such invoice within twenty (20) days from

the date of receipt of such invoice.

18

(b) In the event that the disputed amount is proving to be due by the disputing Party, the said

Party shall pay to the other Party the amount of the disputed invoice increased by late

payment penalty due since the date of payment as set out in Clause 6.5(a) until the effective

payment date, in accordance with Clause 6.6.

6.8 Payment Security

(a) [Option 1 (rating requirement) (+ select option 2 to cover the case where the rating

requirement is no longer met): If the rating of the Buyer does no longer satisfy the rating

requirement of at least [A-] or equivalent from at least one reputable credit agency,] The

Buyer hereby agrees to grant a payment security compliant with the provisions of this

Clause 6.8 in favour of the Producer as security for its obligations to pay the Power

Purchase Price and the price for the Capacity Guarantee (if selected in Annex 2 thereto)

throughout the duration of this Agreement (the Payment Security).

(b) The Payment Security shall be [Option 2 (LC): a letter of credit, substantially in the form

attached in Annex 4, with the following characteristics:

(i) it is payable on first demand and of an autonomous nature;

(ii) it has a minimum duration of [364 days] as from the date of its issuance and which

shall be either renewed or extended at the latest 30 days before its date of expiry as

long as the Agreement is in force;

(iii) it is issued by a bank acceptable to the Producer;

(iv) it amounts at any time to EUR [three months of winter time production].

Notwithstanding paragraph (v) au-dessous, within ten (10) days after each draw, it

shall be replenished by the guarantor at the initial amount;

(v) it shall be replaced within 20 days if any of the requirements set out in this Clause

are no longer satisfied (unless they are waived by the Producer);

(vi) it may be called by the Producer if the Buyer fails to pay whole or part of the Power

Purchase Price or of the Capacity Guarantee (if selected in Annex 2 thereto), up to

the unpaid amount.]

[Option 3 (parent company guarantee): a parent company guarantee, with the

following characteristics:

(i) it is payable on first demand and of an autonomous nature;

19

(ii) its duration is equal to the duration of this Agreement and on an autonomous nature,

meaning that it constitutes an autonomous obligation of the guarantor towards the

beneficiary. Accordingly, the guarantor may not invoke any defence that the Buyer

could assert against the beneficiary, nor rely on any exceptions arising out of the

relationship between the beneficiary and/or the Buyer, in each case for the purpose

of deferring or releasing itself from the performance of its obligations under the

guarantee;

(iii) it is issued by [], the parent company of the Buyer, meaning a “controlling company”

within the meaning of article L.233-3-I of the French Code de Commerce, having as

of the date hereof a rating satisfactory to the Lenders;

(iv) it secures all amounts due by the Buyer in respect of the Power Purchase Price and

the Capacity Guarantee (if selected in Annex 2 thereto) under this Agreement, up to

an annual amount of EUR [three months of winter time production];

(v) if any of the requirements set out in this Clause, including with respect to the rating

of the parent company, are no longer satisfied (unless they are waived by the

Producer), it shall be replaced by letter of credit substantially in the form of Annex 4,

within 20 days of occurrence of such event. It being specified that in the event the

parent company of the Buyer changes and the Producer did not exercise its right to

terminate the Agreement upon notification of such change pursuant to Clause

10.1(f), the existing parent company guarantee shall, within 20 days of occurrence

of such event, be replaced by a parent company guarantee issued by the new parent

company which complies with all characteristics set out in this paragraph (b);

(vi) it may be called by the Producer if the Buyer fails to pay whole or part of the Power

Purchase Price or of the price for the Capacity Guarantee (if selected in Annex 2

thereto), up to the unpaid amount.]

(c) In the event of non-payment of the Power Purchase Price or of the price for the Capacity

Guarantee (if selected in Annex 2 thereto) within the delay set out in Clause 6.5(a) above,

the Buyer shall have additional payment time of ten (10) Business Days. Upon expiration

of such additional payment time, the Producer shall be entitled to call up the Payment

Security in payment of the unpaid invoice and all related default interest. It is further

specified that this Agreement cannot be terminated by the Buyer except in accordance with

Clause 10.1(a) below.

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7 Undertakings

7.1 General undertakings of the Producer

On the date hereof and throughout the duration of this Agreement, the Producer undertakes to:

(a) comply with all applicable laws, and not by its acts or omissions knowingly or recklessly

cause the other Party to breach any applicable laws or this Agreement;

(b) be party to all necessary industry documents (i.e. licences, agreements, documents or

codes) with which the Producer is obliged to comply under applicable laws or prudent

operation practices, which are required for the performance of its obligations under this

Agreement;

(c) provide the Buyer with all documents, data, certificates or other information relating to the

subject matter of this Agreement as the Buyer may reasonably request (including any of

the same that the Buyer may have been requested to provide to a competent authority),

and shall provide any competent authority with all documents, data, certificates or other

information relating to the subject matter of this Agreement which such competent authority

may request from time to time;

(d) inform the Buyer of any changes to the necessary industry documents referred to in

paragraph (b) au-dessus and more generally to the permits, authorizations, contracts,

licenses in case they affect the amount of power injected into the grid, when it is injected

or the capacity of the Wind Farm with regard to the power capacity regime;

(e) if needed maintain an account on the Capacity Guarantee Registry and an operational

email address which allows it to receive emails from the authorities;

(f) be the legal operator of the Wind Farm with full right to the revenues generated by the Wind

Farm and all permits and licenses to operate it;

(g) warrant that the investments in respect of the Wind Farm and its operation have been

carried out in accordance with the Support Legal Framework;

(h) warrant that the power and all benefits sold hereunder are sold with full title guarantee, free

from all charges, liens, other encumbrances and third party claims; and

(i) warrant that the information relating to the Wind Farm set out in Annex 1 is correct, true

and complete.

21

The representations of this Clause are deemed to be made by the Producer on each date on

which a monthly invoice is issued throughout the Supply Period by reference to the facts and

circumstances then existing.

7.2 General undertakings of the Buyer

On the date hereof and throughout the duration of this Agreement, the Buyer undertakes to:

(a) have, maintain and comply with the requirements of all the planning, environmental, power

and other authorisations, licences, consents, permits or approvals of a competent authority

necessary (from time to time) to allow that Party to lawfully undertake its obligations under

this Agreement and in particular to take delivery of the Power at the Delivery point as

Balancing Group Responsible Party and Capacity Guarantee Portfolio Manager ;

(b) comply with all applicable laws, and not by its acts or omissions knowingly or recklessly

cause the other Party to breach any applicable laws or this Agreement;

(c) be party to all necessary industry documents (i.e. licences, agreements, documents or

codes) with which the Buyer is obliged to comply under applicable laws or prudent

operation practices, which are required for the performance of its obligations under this

Agreement;

(d) provide the Producer with all documents, data, certificates or other information relating to

the subject matter of this Agreement as the Producer may reasonably request (including

any of the same that the Producer may have been requested to provide to a competent

authority), and shall provide any competent authority with all documents, data, certificates

or other information relating to the subject matter of this Agreement which such competent

authority may request from time to time;

(e) have information or communication systems and data security measures in place in

compliance with market standards.

7.3 Production of the Payment Security

On the date hereof and throughout the duration of this Agreement, the Buyer undertakes to

provide the Producer with the Payment Security provided in Clause 6.8 on first demand of the

Producer, if applicable. It is hereby specified that, in any case, the Producer shall not be entitled

to request production of such Payment Security earlier than one (1) month prior to

commencement date of the Testing Period.

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7.4 Capacity Guarantee [if such Related Service has been selected in Annex 2 thereto]2

(a) Sale and Purchase of Capacity Guarantee

(i) If the Wind Farm’s capacity (capacité) is not certified by the Transmission System

Operator as of the date hereof, the Buyer shall carry out all formalities for the

certification request and the issuance of the Capacity Guarantee in the name of and

on behalf of the Producer, it being specified that the Producer shall provide its full

support and shall bear all costs associated thereto.

(ii) If the Producer did not request the Transmission System Operator to open an

account in its name in the Capacity Guarantee Registry in accordance with the

provisions of article R.335-35 the French Code de l’énergie and if the Producer

mandated the Buyer to proceed, the Buyer shall request the Transmission System

Operator to open said account in the name of the Producer.

(iii) The Producer undertakes to appoint the Buyer (or the entity designated as such by

the Buyer) as Capacity Portfolio Manager.

(iv) During the Supply Period, the Buyer (or the entity designated as Capacity Portfolio

Manager by the Buyer) shall benefit from the sole and exclusive right to acquire all

the Producer’s Capacity Guarantee and consequently the Producer shall:

(A) sell to the Buyer (or the entity designated as Capacity Portfolio Manager by

the Buyer), and the Producer shall purchase from the Producer, all Capacity

Guarantee credited to the Producer’s account opened in the Capacity

Guarantee Registry; and

(B) refrain from selling and transferring any Capacity Guarantee to any third party.

It being specified that the Capacity Guarantee sold by the Producer to the Buyer (or

the entity designated as Capacity Portfolio Manager by the Buyer) shall be sold with

full title guarantee, free from all charges, liens, other encumbrances and third-party

claims

(v) Any transfer of a Capacity Guarantee shall be carried out by the issue of a joint

request from the Producer and the Buyer (or the entity designated as Capacity

Portfolio Manager by the Buyer) to the Transmission System Operator who shall in

turn credit such Capacity Guarantee to the Buyer’s (or the entity designated as

2 To be confirmed with RTE

23

Capacity Portfolio Manager by the Buyer’s) account opened in the Capacity

Guarantee Registry in accordance with the provisions of articles R.335-37 and

R.335-36 of the French Code de l’énergie, respectively.

(vi) The Buyer (or the entity designated as Capacity Portfolio Manager by the Buyer)

shall bear all costs and shall perform all formalities required for, or in connection

with, the transfer to its benefit of all Capacity Guarantee owned by the Producer

(such as the provisions of information to the CRE relating to the transfer of any

Capacity Guarantee in accordance with the provisions of article R.335-40 of the

French Code de l’énergie), with the full support of the Producer in this respect (e.g.

by granting a power of attorney (mandat) to the Buyer (or the entity designated as

Capacity Portfolio Manager by the Buyer) for the purposes of issuing the joint request

referred to in paragraph (v) above).

(vii) The Buyer (or the entity designated as Capacity Portfolio Manager by the Buyer)

shall be responsible for all arrangements and other actions required for marketing

the Capacity Guarantee and shall market any Capacity Guarantee in its sole

discretion.

(b) Capacity portfolio management

(i) The Buyer (or the entity designated as such by the Buyer) shall act as Capacity

Portfolio Manager (responsable de périmètre de certification) by entering into an

agreement with the Transmission System Operator and shall be liable for the

settlement of capacity imbalances (responsable des écarts entre la capacité certifiée

et la capacité effective) of capacity operators in its portfolio pursuant to the provisions

of article L.335-3 of the French Code de l’énergie.

(ii) Further to the issuance of any Capacity Guarantee credited to the Producer’s

account and provided that the same has been duly transferred to the Buyer in

accordance with the provisions of paragraph (a) above, the Parties shall enter into

an agreement pursuant to which such Capacity Guarantee shall be allocated to the

capacity portfolio managed by the Buyer in accordance with the provisions of

paragraph 9° of article R.335-1 of the French Code de l’énergie. Following the entry

into force of the said agreement, the Buyer shall, subject to the provisions of

paragraph (iii) below, be liable for the settlement of capacity imbalances related to

such Capacity Guarantee allocated to its portfolio.

(iii) If, at any time, any capacity imbalances attached to Capacity Guarantee acquired by

the Buyer under the Agreement result from a failure by the Producer to comply with

any of its obligations under this Agreement or the capacity guarantee regime

24

generally (e.g. availability below the Certified Volume), the Producer shall be liable

in lieu of the Buyer for any such capacity imbalances (based on the calculation

computed by the Transmission System Operator and notified to the Buyer in

accordance with the provisions of articles R.335-30 and R.335-31 of the French

Code de l’énergie, respectively) and shall compensate the latter upon request by

paying (including by way of set-off) any penalty and associated costs relating thereto

suffered by the Buyer.

(iv) The Producer undertakes to inform the Buyer without delay of any change in the

availability of the Power volume of the Wind Farm requiring from the Buyer an

upwards or downwards rebalancing of the Certified Volume of the Wind Farm with

respect to the capacity guarantee regime. The Buyer undertakes to make all

necessary upwards or downwards rebalancing of the Wind Farm with respect to the

capacity guarantee regime.

7.5 Attachment to a Balancing Group

(a) The Producer shall make all necessary arrangements for the purpose of joining the Buyer’s

(or the entity designated as Balance Responsible Entity by the Buyer’s) balancing group,

in accordance with article L.321-15 of the French Code de l’énergie, not to be financially

liable for the differences between all power withdrawal from and all power injection into the

transmission or distribution network it is responsible for.

(b) Prior to the Supply Period, the Producer shall enter into a joining agreement (accord de

rattachement) with the Buyer (or the entity designated as Balance Responsible Entity by

the Buyer) and ensure the attachment of the Wind Farm to the Balancing Group.

(c) For the entire Supply Period, the Producer shall be obliged to enable the supply of all the

Power volumes into the Balancing Group.

(d) The Buyer (or the entity designated as such by the Buyer) is registered as a Balance

Responsible Entity in accordance with article L.321-15 of the French Code de l’énergie,

and will be free to act as the Balance Responsible Entity with respect to the Balancing

Group.

(e) The Parties hereby agree to collaborate when switching between different balancing

groups.

(f) Removal from Balancing Group:

25

(i) The Wind Farm shall be removed from the Balancing Group at the end of the Supply

Period if such Supply Period is not extended, upon suspension of the Supply Period,

or, as the case may be, upon termination of this Agreement.

(ii) In such event, the Buyer shall enable a change of the Wind Farm as from the Next

Possible Technical Settlement Date to a balancing group to be designated by the

Producer, provided that the Producer has entered into a joining agreement with such

balancing group and provided the required notifications to the Transmission System

Operator at the latest on the date which allows, according to market rules, the Next

Possible Technical Settlement Date to occur. If the Producer does not specify a

balancing group for such a change or fails to do so in due time, the Buyer (or the

entity designated as Balance Responsible Entity by the Buyer) shall de-register the

Wind Farm from the Balancing Group.

7.6 Planning of the Power generation

Without prejudice to paragraphs (a), (b) and (c), the Producer undertakes to keep the Buyer

regularly updated of any event which may have a significant and lasting impact on the production

and capacity of the Wind Farm and to transfer to the Buyer or to any entity appointed by it,

including forecasting service providers, all information which it becomes aware of, either of its

own doing or of that of third parties, including of the Distribution System Operator. The Producer

may appoint a third entity which will be responsible for the provision of such information.

(a) Planned or foreseeable shutdowns

(i) A planned or foreseeable shutdown shall mean a total or partial down time of the

Wind Farm planned by the Producer for maintenance of resulting from an

unavailability of the grid prior notified by the Distribution System Operator to the

Producer in accordance with the CARD.

(ii) In such case, the Producer shall, as soon as possible and [forty-eight (48)] hours

before the commencement of such event at the latest, inform the Buyer of any

planned or foreseeable shutdowns of at least five (5) hours and affecting at least five

(5) MW of the Wind Plant, by email or on the Internet-based data portal provided by

the Buyer for this purpose or by any other means of communication agreed by the

Parties from time to time. The said notification shall indicate the starting and ending

time of such event.

(iii) The Producer shall ensure the availability of the Wind Farm and refrain from

conducting maintenance works and from carrying out any change in the structure of

the supply during any PP2 Peak Periods.

26

(b) Unplanned or unforeseeable shutdowns

(i) An unplanned or unforeseeable shutdown shall mean a total or partial down time of

the Wind Farm of at least ten (10) hours and which is not a planned or foreseeable

shutdown as defined in paragraph (a) au-dessus. A shutdown is deemed to be partial

when it exceeds 25% of the Wind Farm capacity or 5 MW, whichever is lower.

(ii) In such case, the Producer shall, 12 hours after the commencement of such event

at the latest, inform the Buyer of any unplanned or unforeseeable shutdowns, by

email or on the Internet-based data portal provided by the Buyer for this purpose or

by any other means of communication agreed by the Parties from time to time. The

said notification shall indicate the starting and foreseeable ending time of such event.

(c) Failure to comply

After three failures by the Producer to timely comply with its information undertakings set out in

this Clause 7.6, the Buyer will send a warning to the Producer. The Producer may incur up to two

additional failures without the Buyer being liable for any indemnity. As from the sixth and for each

subsequent failure, the Producer shall be liable to pay, on a per failure basis, a non-lump-sum

indemnity (indemnité non-libératoire) to the Buyer of an amount of [] euros (EUR []), with a []

euros (EUR []) cap per year. Once this cap is reached, the Buyer shall have the right to terminate

the Agreement subject to a three (3) month prior written notice [To be commercially agreed upon

between the Parties].

7.7 Remote Control of the Wind Farm by the Buyer

(a) An automated solution enabling a controlling party to operate remotely the Wind Farm in

order to adjust the supply of power produced (a Remote Control) which is compatible with

the Buyer’s system (the Virtual Power Plant) may be installed on the Wind Farm, if such

option has been selected in Annex 2, paragraph 2 thereto.

(b) If the Remote Control of the Wind Farm has been selected in Annex 2, paragraph 2 thereto:

(i) If the Wind Farm is equipped with an existing Remote Control system, the Parties

shall cooperate to connect the Wind Farm to the Virtual Power Plant;

(ii) Should the connection of the Remote Control to the Virtual Power Plant require

additional equipment, the Buyer may require from the Producer the authorization to

install such equipment at the [Buyer/Producer]’s costs;

(iii) If the Wind Farm is not equipped with any Remote Control, the Producer shall grant

to the Buyer the authorization to install such Remote Control and to connect it to its

27

Virtual Power Plant. The bearing the costs for the installation of such Remote

Control, which shall have title to such Remote Control and bear the associated costs

(including maintenance) are as provided in Annex 2, paragraph 2 thereto.

7.8 Negative prices

(a) Should the Day-Ahead Price be negative, the Buyer shall request the Producer to stop the

Wind Farm’s power production for a specific period of time (the Reduction Period) by

transmitting a notification under the conditions set out in paragraph (b) below, and the

Producer shall comply with any such instructions.

(b) The ramp-down instructions referred to hereinabove shall be sent (i) in the event of a

Remote Control connected to the Virtual Power Plant, through the Remote Control directly

by the Buyer, and (ii) otherwise, by email with return receipt by 3pm the Business Day

immediately preceding the date on which the ramp-down instructions shall apply.

(c) If the Wind Farm is not equipped with a Remote Control and not connected to the Buyer’s

Virtual Power Plant [if such option has not been selected in Annex 2 thereto]:

(i) In case the Producer receives instructions to ramp down the production of the Wind

Farm in accordance with paragraph (b) au-dessus, the Producer shall at 6pm at the

latest the day before confirm it has received the instruction email referred to in

paragraph (b) au-dessus and that it will reduce the feed-in power accordingly. In

case the Producer has not confirmed promptly and in any case no later than []

hours after the Producer received the ramp-down instruction email, the Buyer shall

instruct the Producer by any means available or, as the case may be, the O&M

Service Provider by phone.

(ii) The Producer or, as the case may be, the O&M Service Provider shall always be

reachable (24/7).

(iii) Should the Producer:

(A) fail for any reason to interrupt the production of the Wind Farm notwithstanding

the Buyer’s instruction to this effect; or

(B) only lower the feed-in power of the Wind Farm without interrupting the

production following the Buyer’s instructions under paragraph (a) above,

the Producer shall compensate the Buyer for the feed-in power volume which was

injected into the Balancing Group by paying a fixed fee equal to EUR [] /MWh [Price

to be commercially agreed upon between the Parties].

28

(iv) In the event the Buyer sends a reduction instruction in accordance with the

provisions of paragraph (a) above and the Transmission System Operator carries

out, in order to maintain supply-demand balance pursuant to the provisions of article

L.321-10 of the French Code de l’énergie, a feed-in management measure for a

period overlapping with a Reduction Period (an Overlapping Reduction Period),

the Wind Farm’s power production shall be adjusted during such Overlapping

Reduction Period to comply with the lowest reduction value applicable to the Wind

Farm that was provided to the Producer.

(d) If the Wind Farm is equipped with a Remote Control and connected to the Buyer’s Virtual

Power Plant [if such Related Service has been selected in Annex 2 thereto], the

Producer shall not be responsible for any financial consequences of a possible injection by

the Wind Farm in case of negative Day-Ahead Prices pursuant to this Clause 7.8.

7.9 Metering data

(a) The Producer shall ensure that the Power supplied to the Buyer at the Delivery Point is

measured by a meter (dispositif de comptage) complying with applicable laws and

regulations, and more specifically with the grid connection agreement, the CARD and the

operation agreement (convention d’exploiter).

(b) The Producer shall make available to the Buyer all such metering data.

(c) The Producer shall ensure that its supply or acceptance of the Power at the Delivery Point

is metered and documented in accordance with the relevant procedures of the Distribution

System Operator.

(d) The metering shall be made by the Distribution System Operator [or Transmission System

Operator – to be specified] of that meter (dispositif de comptage) pursuant to the provisions

of article L.322-8 of the French Code de l’énergie and the data disclosure and processing

shall be made in accordance with the provisions of articles L.341-4 and R.341-4 et seq. of

the French Code de l’énergie. In accordance with the provisions of article R.111-27 of the

French Code de l’énergie, the Producer hereby agrees to provide the Buyer with, or that

the Distribution System Operator remits directly to the Buyer, all metering data (données

de comptage) related to the Wind Farm’s Power measured by the Distribution System

Operator upon receipt, and shall take all necessary actions for that purpose.

(e) If a faulty or temporally delayed or other non-fault-free performance of the meter or

metering service by the Distribution System Operator of that metering point is detected, the

Producer upon discovery of such malfunctioning of the meter shall request the Distribution

System Operator to remedy such failure without delay and the Producer may bring before

29

the dispute resolution committee (Comité de règlement des différends et des sanctions) of

the CRE a claim in that respect in accordance with the provisions of articles L.134-19 et

seq of the French Code de l’énergie. Should the Balancing Responsible Entity of the

Balancing Group have access to proper metering data for the relevant metering point, the

Parties may request the latter to provide the Transmission System Operator with such

metering data in accordance with the provisions of article C.18 of the Balance Responsible

Entity Regulations.

(f) The Producer shall communicate to the Buyer without delay any faults in or damage to the

metering equipment of which it becomes aware.

7.10 REMIT reporting requirements

The Buyer and the Producer are subject to EU Regulation on Power Markets Integrity and

Transparency 1227/2011 (REMIT) which requires them both to report the transactions under the

Agreement.

The Producer will register the Wind Farm with the CRE via the "Centralised European Registry

for Power Market Participants" (CEREMP). Prior to the Agreement entering into effect, the

Producer shall provide the Buyer with documentation proving that the Wind Farm is properly

registered. Furthermore, the Producer shall be obliged to keep its registration up to date via

CEREMP and to inform the Buyer without delay in the case of any changes.

(a) Undertakings applicable if REMIT reporting services have been selected in Annex 2

thereto:

(i) The Producer authorizes the Buyer, and the Producer accordingly agrees, to report

the transactions under the Agreement on behalf of both Parties in accordance with

the requirements under REMIT.

(ii) The Buyer will assume the REMIT reporting requirements for the Producer. Should

the costs of the REMIT reporting increase for the Buyer, the Buyer reserves the right

to request from the Producer a fee for assuming the REMIT reporting requirements.

In such case, the Producer shall have the right to revoke the authorization to report

the transaction data and to fulfil the REMIT reporting requirements itself or appoint

a third party to do so.

(iii) If further data is required from the Producer to fulfil the reporting requirements, the

Buyer shall request such data from the Producer. The Producer shall then be

responsible for the accuracy, completeness and timely submission of such data. The

Producer shall neither be obliged to review the completeness and accuracy of the

30

data nor shall the Buyer be liable for any erroneous transaction data report as a

consequence of erroneous or incomplete data or data provided in an untimely

fashion by the Producer.

(iv) Either Party shall have the right to terminate the assumption of the REMIT reporting

as agreed in this Clause by giving a 3-month prior notice to the other Party. Following

such termination, each Party shall be obliged to comply itself with the REMIT

reporting obligations.

(v) The Producer may request once every calendar year (the first one and the last ones

could be partial) appropriate documentation evidencing what the Buyer reported on

behalf of the Producer, in which case the Buyer shall provide the Producer with such

evidence free of charge.

(b) Undertakings applicable if REMIT reporting services have not been selected in Annex 2

thereto:

Each Party shall be obliged to comply itself with the REMIT reporting obligations.

7.11 Energy Premium Contract

The Producer shall be solely responsible for claiming and receiving from EDF all compensation

and premiums to which the Producer is entitled under the Energy Premium Contract.

7.12 Additional measuring equipment

(a) In order to improve forecasting of the power volume produced by the Wind Farm, the Buyer

shall have the right to install at its own costs required equipment in the facilities of the Wind

Farm. The Buyer shall secure the prior approval of the Producer in order to proceed with

the installation of said equipment. Such approval shall not to be delayed, refused or

withheld save on material grounds. Material grounds would be considered to exist in

circumstances where the contemplated equipment would cause any current or future

jeopardy to the surrounding equipment of the Wind Farm, to the operation of the Wind Farm

or to the Wind Farm itself. In case such equipment is installed with the prior consent of the

Producer, the Producer shall be the owner of such equipment and shall take care of the

maintenance of such equipment, at its own cost3.

(b) The Producer may appoint a third party with the performance of the installation and the

operation and maintenance of any such equipment. Any operation, maintenance and any

3 This is the option recommended but Parties may otherwise agree.

31

dismantling costs of such equipment shall be borne by the Producer. The Producer shall

use its best efforts to assist with the installation, operation and maintenance of such

equipment.

(c) If the Producer has installed equipment that measures the power fed into the grid by the

Wind Farm, the Producer shall provide such measuring data to the Buyer. The Producer

undertakes to provide to the Buyer the relevant Supervisory Control and Acquisition Data

(SCADA Data) in the format of a Comma Separated Variable (CSV) file, or such other

format as the Parties may agree (such agreement not to be unreasonably withheld or

delayed). The SCADA Data shall be provided via a secure connection to a FTP site as

notified by the Buyer. The Buyer undertakes to provide the Producer with the IP address

of the FTP site and login details accordingly4.

(d) The Buyer undertakes to use the SCADA Data for the sole purpose of forecasting the power

volume produced by the Wind Farm and shall refrain from selling or sharing the SCADA

Data with any third party without the prior consent of the Producer.

7.13 Direct agreement

The Buyer and the Producer acknowledge that the Lenders may require entering into a direct

agreement pursuant to which the parties will agree, inter alia, the terms of their mutual cooperation

in case of failure by the Producer to comply with its obligations under this Agreement. Accordingly,

the Buyer and the Producer undertake to negotiate in good faith with the Lenders for the purpose

of entering into such direct agreement.

8 Representations and warranties

Each Party represents and warrants to the other Party that, as at the Effective date:

(a) it is duly organised and validly existing under the laws of the jurisdiction of its organisation

or incorporation (and, if relevant under those laws, in good standing);

(b) it has the power (i) to execute this Agreement and any other documentation relating to this

Agreement to which it is a party, (ii) to deliver this Agreement and any other documentation

relating to this Agreement that it is required by this Agreement to deliver, and (iii) to perform

its obligations under this Agreement and has taken all necessary action to authorise that

execution, delivery and performance;

4 Standardization of the data format is recommended in order to facilitate transfers of the Agreement and changes of Parties

32

(c) the execution, delivery and performance referred to in paragraph (b) au-dessus do not

violate or conflict with any Applicable laws, any provision of its constitutional documents,

any order or judgment of any court or other agency of government applicable to it or any of

its assets or any contractual restriction binding on or affecting it or any of its assets;

(d) its obligations under this Agreement constitute its legal, valid and binding obligations,

enforceable in accordance with their respective terms subject to applicable bankruptcy,

reorganisation, insolvency, moratorium or similar laws affecting creditors' rights generally;

(e) no litigation, arbitration or administrative suit or proceeding before any court, tribunal,

governmental body, agency, official or arbitrator is pending or, so far as it is aware,

threatened against it or any of its Affiliates which would, if adversely determined, result in

a material adverse change in such Party's financial condition or its ability to perform its

obligations under this Agreement, or that is likely to affect the legality, validity or

enforceability against it of this Agreement;

(f) it is not relying upon any representations of the other Party other than those expressly set

out in this Agreement;

(g) it has negotiated, entered into and executed this Agreement as principal (and not as agent

or in any other capacity, fiduciary or otherwise);

(h) it has entered into this Agreement with a full understanding of the material terms and risks

of this Agreement and it is capable of assuming those risks; and

(i) the other Party is not acting as a fiduciary or an advisor for it, nor has the other Party given

to it any advice, representation, assurance or guarantee as to the expected performance,

benefit or result of this Agreement.

9 Taxes

All sums referred to in this Agreement are stated exclusive of VAT, which shall be added if

appropriate at the rate prevailing at the time of issuance of the related invoices. An amount equal

to the VAT payable on any sum due to a Party shall not require to be paid to such Party before

that Party provides the paying Party with an appropriate VAT invoice in relation to that amount.

Where, in accordance with applicable laws, any supplies under this Agreement may be zero-rated

and/or subject to a reverse charge (as referred to in Council Directive 2006/112/EC), the following

shall apply:

(a) each Party hereby undertakes to do all such proper acts, deeds and things as are

necessary to ensure that such supply is zero-rated or subject to the reverse charge in

33

accordance with such applicable laws (which may include providing all such proper, true

and accurate documentation or assistance as may reasonably be required by the relevant

tax authority);

(b) in the event that either Party fails to comply with paragraph (a) au-dessus, that Party shall

indemnify the other Party in respect of any and all VAT, penalties and interest incurred by

such other Party as a result of the first Party's failure; and

(c) in the absence of the Buyer providing any documentation as referred to in paragraph (a)

above, the Producer reserves the right to charge local VAT.

10 Termination of the Agreement

10.1 Events of Termination

This Agreement may be terminated in the following circumstances:

(a) Termination in case of breach

In case any Party fails to meet any of its obligations under this Agreement, unless otherwise

provided in paragraphs (b) to (f), the other Party shall have the right, without prejudice to

any other rights under this Agreement or damages it may claim, to terminate this

Agreement by sending a default notice by registered letter with acknowledgment of receipt

to the defaulting Party.

(b) Termination for breach of the principles of corporate social responsibility

If either Party breaches any principles of corporate social responsibility described below,

the other Party shall have the right to terminate this Agreement.

A "breach of the principles of corporate social responsibility" shall exist in the event:

(i) a Party has a substantial interest in the distribution, dissemination or production of

weapons or pornography, it being specified that holding less than fifty percent (50%)

of the shares in a company involved in the same shall not justify the assumption of

a substantial interest for the purpose of this paragraph;

(ii) a competent authority, court or other authorized agency brings evidence against

either Party (and/or an Affiliate of either Party or the legal successor thereof) that

such entity has violated (i) human rights (e.g. murder, torture, deprivation of liberty,

forced labour, child labour or any other type of exploitation of minors) or (ii)

34

[personality rights] in war or conflict situations or has participated in or promoted

such violations;

(iii) at least one executive / officer of either Party (and/or at least one executive of an

Affiliate of either Party or the legal successor thereof) is or has been imprisoned for

at least six (6) months at any time during this Agreement or no more than two (2)

years before the date of this Agreement. Any suspension of a prison sentence on

probation is to be included in the calculation of this period or the duration of

imprisonment; and/or

(iv) either Party caused severe environmental damages;

(v) either Party thereof violates the provisions of the French anti-money laundering

regulation notably set out in articles 324-1 of the French Code pénal (the Anti-

Money Laundering Provisions). This shall include in particular the retention of

information and documents which the other Party requires to collect to ascertain the

information prescribed by the Anti-Money Laundering Act.

If this Agreement is to be terminated pursuant to this paragraph (b), the Party requesting

the termination shall notify the other thereof beforehand in writing, granting such Party a

period of two (2) weeks in order to take specific steps to remedy the reason for termination.

The reason for termination may be remedied in particular if the involved executive leaves

the company as soon as possible as permitted by law.

(c) Termination in case of loss of status of Balance Responsible Entity

In case the Buyer (or the entity designated as Balance Responsible Entity by the Buyer) is

prevented to act as or is no longer a Balance Responsible Entity for any reasons

whatsoever (including in the event of a suspension of the Buyer’s participation agreement),

the Buyer shall have the right to terminate this Agreement by sending a notice by registered

letter with acknowledgment of receipt to the Producer.

(d) Termination in case of prolonged Supply Period Suspension Events

In case any Supply Period Suspension Event lasts longer than [20 Business Days] for any

reasons whatsoever, the Buyer shall have the right to terminate this Agreement by sending

a notice by registered letter with acknowledgment of receipt to the Producer.

(e) Termination in case of prolonged Force Majeure Event

This Agreement may be terminated in case of prolonged Force Majeure Event as set out

in Clause 12.7.

35

(f) Termination in case of change of control

(i) In case either Party’s control (within the meaning of article L.233-3 of the French

Code de commerce) changes, such Party shall inform in writing the other Party of

such event within one (1) month of its occurrence.

(ii) Within three (3) months following receipt of such notice of change of control, the

other Party shall have the right to terminate this Agreement by sending a notice by

registered letter with acknowledgment of receipt to the other Party, provided that

such termination is justified by a material reason.

Such material reason is to be demonstrated conclusively to the Buyer.

For the purpose of this Clause, a “material reason” is deemed to exist if the facility

agreement entered into between the Producer and the Lenders provides for a right

of the Lenders to demand to the Producer to terminate any power purchase

agreement relating to the Wind Farm.

(iii) In the event the Buyer did not terminate this Agreement within a three-month period

as provided in the paragraph (ii) au-dessus, the Buyer is deemed to have renounced

to the right of termination offered by this Clause (f). However, in the event either

Party’s control changes and the other Party has not been informed of such event in

accordance with the terms of this paragraph (f), the other Party shall have the right

to terminate this Agreement at any time thereupon.

10.2 Consequences of Termination

(a) The Parties agree that this Agreement may only be terminated pursuant to the provisions

of Clause 10.1 and that the termination ground shall be specified.

(b) If this Agreement is to be terminated pursuant to Clauses 10.1(a), 10.1(d) or 10.1(e), it shall

be automatically terminated upon expiration of a fifteen (15) Business Days’ period

following the receipt of the notice of default, if such default has not been remedied. The

defaulting Party shall have no right to claim compensation for any consequences resulting

from such termination.

(c) Notwithstanding the provisions of Clause 10.2(b) au-dessus, any termination of this

Agreement pursuant to the provisions of Clause 10.1 (excluding a termination under Clause

10.1(e)) shall be possible at the earliest on the Next Possible Technical Settlement Date,

in accordance with the provisions of Clause 7.5(f)(ii) of this Agreement.

36

11 Indemnification

11.1 In the event that a Party fails to comply with any of its obligations under this Agreement, the

defaulting Party shall indemnify and hold harmless the other Party for its demonstrable and direct

damages within the limit of EUR [20,000/MW].

11.2 The said indemnification cap shall not apply in the event of gross or intentional breach of the

defaulting Party.

12 Force Majeure

12.1 Subject to clause 12.2, any event or circumstances that are at once unforeseeable,

insurmountable and external to the Party which invokes them (the Affected Party), and that make

it impossible for the Affected Party to perform all or part of any of its obligations under this

Agreement under the conditions laid down when entering into this Agreement shall constitute a

force majeure event (a Force Majeure Event).

12.2 The following events shall not be deemed to be Force Majeure Events: communication or

computer systems failure of any or part of the Buyer’s information or communication systems

which make the Buyer unable to perform all or part of any of its obligations under this Agreement

for any length of time, failure by the Buyer to implement suitable data security measures,

unauthorised third party access to any or part of the Buyer’s information or communication

systems.

12.3 No events or circumstances shall be considered to constitute a Force Majeure Event unless the

following procedure is duly respected:

(a) The Affected Party shall give notice to the other Party (the Non-Affected Party) of the (i)

event or circumstances constituting such Force Majeure Event, (ii) the probable impact on

the performance of such Party’s obligations hereunder, and (iii) the degree and expected

duration of its inability to perform its obligations under this Agreement.

(b) Such notice shall be given as soon as reasonably practicable after the Affected Party

becomes aware, or should have become aware, of the relevant event or circumstance

constituting a Force Majeure Event.

12.4 The Affected Party shall commit to undertake all commercially reasonable efforts to minimise and

overcome the effects of the Force Majeure Event (which includes, in the event of an event or

circumstance affecting the operation of the Delivery Point, undertaking all commercially

reasonable efforts to ensure that the System Operator minimises and overcomes the effects of

the Force Majeure Event); as long as the Force Majeure Event persists, it must keep the Non-

37

Affected Party informed, in good faith and to the extent reasonably necessary, of the current

status and the degree and anticipated duration of the hindrance from performance.

12.5 To the extent the Producer is released from its supply duty based on any Force Majeure Event,

the Buyer shall also be free of its corresponding off-taking and payment under this Agreement.

To the extent the Buyer is released from its off-taking and payment obligation under the

Agreement based on any Force Majeure Event, the Producer shall also be free of its supply

obligations under this Agreement.

12.6 In the event that the Force Majeure Event persists for more than thirty (30) days from the date of

its notification, the Parties shall meet to determine the necessary adjustments to be made to their

respective obligations under this Agreement.

12.7 In the event that the Parties do not reach an agreement within thirty (30) days from the notification

of such Force Majeure Event, any Party shall have the right to terminate this Agreement with

immediate effect, without any prior notice or specific procedure. In case of termination of this

Agreement under this Clause 12.7, the Parties shall have no right to claim compensation for any

consequences resulting from such termination.

13 Change in Law and Change to the Market Design

13.1 The Parties expressly exclude the application of article 1195 of the French Code civil.

13.2 For the purpose of this Clause 13:

Change in Law shall mean the approval of, entry into force of, amendment to, modification of or

suppression of any Law.

Law shall mean all measure, decision, decree, ordinance, law, regulation, directive with a general

or limited scope, issued by a competent legislative, administrative or judicial authority having an

impact on the purchase and sale of Power and Related Services.

Market Design shall mean the way in which the French electricity market is conceptually

designed, actually structured and/or functioning by virtue of any Law or as a result of any decision

from the Transmission System Operator.

Change to the Market Design shall mean any modification of the Market Design which effects

the markets for day-ahead and intraday trading, the calculation and distribution methods applied

by the Transmission System Operator for the costs of system balancing energy or the costs

related to the availability of reserve capacity, it being specified that fluctuation of the power market

price shall never qualify as a Change to the Market Design.

38

13.3 Without prejudice to the terms of Clause 13.1, any unforeseeable

(a) Change in Law; or

(b) Change to the Market Design,

which occurs after this Agreement is entered into, beyond the Parties’ control, and which causes

or is likely to cause a substantial change to the balance of the Parties’ rights and obligations under

this Agreement as at the date this Agreement is entered into (the Original Balance) shall give

either Party the right to request a renegotiation of the Agreement, in order to restore the Original

Balance between their respective rights and obligations.

13.4 Without prejudice to Clause 13.6, any Change in Law or Change to the Market Design for which

this Clause 13 can be invoked does not exempt any Party of its obligations under this Agreement.

13.5 If no agreement can be reached within a period of three (3) months as of the date on which one

of the Parties requested a renegotiation, the matter shall be referred to the senior management

of the Buyer and the Producer in writing. The senior management of both Parties will endeavour

to reach a common decision within fourteen (14) Business Days from such referral.

13.6 If no common decision can be found by the senior management of both Parties within such term,

and provided that the Party claiming application of this Clause 13 has demonstrated the

abovementioned substantial change to the Original Balance of the rights and obligations under

this Agreement, this Agreement can be terminated by either Party as from the Next Possible

Technical Settlement Date.

14 Confidentiality

14.1 The Parties shall treat confidential the existence and content of this Agreement, all the data

supplied under this Agreement and all information of which they become aware in connection with

this Agreement (the Confidential Information).

14.2 This shall not apply to information which:

(a) was legally in the possession of a Party as of the date hereof; or

(b) legally comes into the possession of a Party after the date hereof; or

(c) was developed independently at a later point in time by the recipient of the information; or

(d) is in the public domain as at the date hereof or thereafter comes into the public domain by

means other than breach of this Agreement; or

39

(e) is communicated to the recipient by a third party without any duty of confidentiality; or

(f) have been released in writing for disclosure by the disclosing party; or

(g) is disclosed pursuant to applicable law or court order or regulatory directive; or

(h) is to be disclosed by the Buyer to ACER and the CRE in accordance with Clause 31 in

order to fulfil the REMIT reporting requirements concerning Registered Reporting

Mechanisms (RRM) or, more generally, to any regulatory body to which disclosure is

required by law; or

(i) is disclosed by the Buyer (or the entity designated as Balance Responsible Entity by the

Buyer) acting as Balance Responsible Entity to the System Operators in order to support

system stability; or

(j) will be made accessible to Affiliates of either Party which have a need to access the

confidential information, provided that such Affiliates are aware of the confidentiality nature

of the information or are made aware thereof and accept to comply with confidentiality

obligations substantially similar to those provided under this Clause ; or

(k) is made available to those employees of the Bank or external advisors of a Party who need

to access the confidential information and are legally bound by confidentiality duties.

14.3 If the Producer’s REMIT reporting obligations are delegated to a third party, the confidentiality

obligation shall apply to such third party and the Producer shall remain liable towards the Buyer.

14.4 The duties provided in Clauses 14.1 to 14.3 shall continue to apply for three (3) calendar years

after term of this Agreement as provided for in Clause 2.5.

14.5 Upon termination of this Agreement, the Parties shall return or destroy all Confidential Information

and destroy or permanently erase (to the extent technically practicable) all copies of Confidential

Information made and use reasonable endeavours to ensure that anyone to whom any

Confidential Information has been supplied destroys or permanently erases (to the extent

technically practicable) such Confidential Information and any copies made by them. This duty

applies save to the extent that the Parties or the recipients of any Confidential Information are

required to retain any such Confidential Information by any applicable law, rule or regulation or

by any competent judicial, governmental, supervisory or regulatory body.

15 Transfer and assignment

15.1 Any Party may transfer its rights and obligations under this Agreement to a third party by entering

into a tripartite transfer agreement to this effect with the other Party and provided that such third

40

party accepts to be bound by all the provisions of this Agreement. The consent of the other Party

may only be delayed, refused or withheld in the event of material grounds. A material ground shall

exist particularly in the event a ground for termination exists for the Buyer in accordance with any

provisions of this Agreement and/or in the event of legitimate doubt on the solvency and/or

creditworthiness of the contemplated transferee or if the latter breaches any principles of

corporate social responsibility as described under Clause 21.2.

15.2 Provided that the transfer or assignment of this Agreement has been made pursuant to Clause

15.1, the transferring Party shall be discharged from all its rights and obligations hereunder save

for Clause 14 which shall survive.

16 Notices

16.1 Any communication to be made under or in connection with the Agreement shall be made in

English [or in French] and in writing and, unless otherwise provided, may be made by electronic

mail, fax or letter, it being specified that any notice relating to the termination of this Agreement

shall be made by registered letter with acknowledgment of receipt (lettre recommandée avec

demande d’avis d’accusé réception).

16.2 The e-mail address, address and fax number (and the department or officer, if any, for whose

attention the communication is to be made) of each Party for any communication or document to

be made or delivered under or in connection with the Agreement are those identified hereinafter

or any substitute e-mail address, address or fax number or department or officer as the Party may

notify to the other by not less than five (5) Business Days' notice.

In case of the Buyer:

Address: []

Tel: []

Fax : []

Email : []

To the attention of: []

In case of the Producer:

Address: []

Tel: []

Fax : []

41

Email : []

To the attention of: []

17 Governing law - Jurisdiction

17.1 Governing law

This agreement shall be construed in accordance with and governed by the laws of France.

17.2 Jurisdiction

(a) The Parties shall endeavour to resolve amicably all disputes relating to the formation,

interpretation, performance or termination of this Agreement.

(b) In the event that the Parties do not reach an agreement within thirty (30) Business Days

from the notification of such dispute to the other Party, such dispute shall be submitted to

the exclusive jurisdiction of the Tribunal de Commerce of Paris at the request of the first

Party to act.

(c) The occurrence of a dispute shall be without prejudice to the enforceability of every

provision of this Agreement.

18 Miscellaneous

18.1 Continuing obligations

(a) The Parties agree that in case of termination of this Agreement, for any reason whatsoever,

this Clause 18 and Clauses 14 and 17 will survive and continue to have effect after the

termination of this Agreement.

(b) The Parties further agree that Clauses 5, 6 and 9 shall survive until the date on which all

amounts payable by any of the Parties under or in connection with this Agreement have

been paid in full and all commitments have been cancelled or otherwise cease to be

available. For the avoidance of doubt, it is specified that if the purchase and sale of

Capacity Guarantee service has been selected in Annex 2 thereto, such provisions shall

survive and remain binding on each Party for a period of four (4) calendar years following

the Delivery Year of the last Capacity Guarantee sold to the Buyer under this Agreement.

18.2 Partial invalidity

If, at any time, any provision of this Agreement or any part thereof is or becomes invalid, illegal or

unenforceable in any respect under any applicable law of any jurisdiction:

42

(a) neither the validity, legality and enforceability of the remaining provisions nor the legality,

validity or enforceability of such provision under the law of any other jurisdiction will in any

way be affected or impaired thereby; and

(b) the Parties shall promptly negotiate in good faith new provisions to remedy the invalidity,

illegality or unenforceability of such provision under the law of the relevant jurisdiction and

to restore this Agreement as soon as possible to its original intent and effect.

18.3 Entire agreement

This Agreement constitutes the entire agreement between the Parties in relation to the matters to

which it relates and supersedes any previous agreement, whether express or implied, regarding

the same. No modification, amendment, supplement or waiver to this Agreement will be effective

unless consented to in writing by each of the Parties.

18.4 Remedies and waivers

No failure to exercise, nor any delay in exercising, on the part of any Party, any right or remedy

under the Agreement shall operate as a waiver of any such right or remedy or constitute an

election to affirm the Agreement. No election to affirm the Agreement on the part of any Party

shall be effective unless it is in writing. No single or partial exercise of any right or remedy shall

prevent any further or other exercise or the exercise of any other right or remedy. The rights and

remedies provided in the Agreement are cumulative and not exclusive of any rights or remedies

provided by law.

43

Annex 1

Wind Farm and Delivery Point identification

The Producer supplies Power to the Buyer produced by the following generation Wind Farm:

The Wind Farm

[Wind Farm name]:

Owner/Operator: []

Delivery Point: []

Metering Point: []

Account No. at grid operator: []

Customer No. at grid operator: []

Balancing Group: []

Grid Operator: []

Maximum Capacity: [] MW

Technical Minimum Production Level: [] MW

Wind Farm‘s

code

Max.

Capacity

(MW)

Commissioning Date

Serial

Number

Manufacturer

/ Type

Geographic

Location

Postal

Code

and

City

[] [] [] [] [] [] []

44

Annex 2

Election Sheet

This Annex 2 forms an integral part of the Agreement. Notwithstanding the foregoing, in the event of

any discrepancy or conflict between this Annex 2 and any other part of the Agreement, this Annex 2

shall prevail.

1. Related Services

The Related Services shall be as be as follows:

(a) Management premium

The Producer shall pay to the Buyer a management premium of EUR [] /MWh [Price to be commercially

agreed upon between the Parties].

(b) Purchase and sale of Capacity Guarantee

The Buyer shall [please tick the appropriate box]:

provide the service of purchase and sale of Capacity Guarantee, therefore Clauses 5.3, 6.3

and 7.4 of the Agreement shall apply; or

not provide the service of purchase and sale of Capacity Guarantee, therefore Clauses 5.3, 6.3

and 7.4 of the Agreement shall not apply.

(c) REMIT reporting

The Buyer shall [please tick the appropriate box]:

provide the REMIT reporting services described in Clause 7.10(a) of the Agreement, therefore

Clause 7.10(a) of the Agreement shall apply and Clause 7.10(b) of the Agreement shall not

apply, and an annual fixed fee of EUR [] shall be paid to the Buyer in consideration for such

service [To be commercially agreed upon between the Parties]; or

not provide the REMIT reporting services described in Clause 7.10(a) of the Agreement,

therefore Clause 7.10(a) of the Agreement shall not apply and Clause 7.10(b) of the Agreement

shall apply.

(d) Forecasting of the Power on a continuous basis

The Buyer shall provide forecasting services to the Producer, as follows:

45

[Conditions and price to be commercially agreed upon between the Parties]

[Additional Related Services may be listed and described here]

2. Remote Control

The Wind Farm shall [please tick the appropriate box]:

be operated under Remote Control by the Buyer, therefore Clauses 7.7(b) and 7.8(d) of the

Agreement shall apply and Clause 7.8(c) of the Agreement shall not apply; or

not be operated under Remote Control by the Buyer, therefore Clauses 7.7(b) and 7.8(d) of the

Agreement shall not apply and Clause 7.8(c) of the Agreement shall apply.

3. Identification of the Balance Responsible Entity and of the Capacity Portfolio Manager

Under the Agreement,

(a) the Balance Responsible Entity shall be:

the Buyer; or

the following entity as such designated by the Buyer, which shall act under the entire

responsibility of the Buyer: [BALANCE RESPONSIBLE ENTITY], a [type of company],

incorporated under the laws of [jurisdiction of incorporation], with a share capital of [],

whose registered office is [address], [postal code] [city], [country], registered at the

[competent trade or company registry] under number []. It is hereby specified that the

Buyer is responsible for all the services undertaken by such entity under this Agreement.

Therefore, all acts, defaults and neglects of such entity, its agents or employees, which

have an impact directly or indirectly on the performance of this Agreement, will be treated

as if they were acts, defaults or neglects of the Buyer for the execution of this Agreement.

(b) the Capacity Portfolio Manager shall be:

the Buyer; or

the following entity designated as such by the Buyer, which shall act under the entire

responsibility of the Buyer: [CAPACITY PORTFOLIO MANAGER], a [type of company],

incorporated under the laws of [jurisdiction of incorporation], with a share capital of [],

whose registered office is [address], [postal code] [city], [country], registered at the

[competent trade or company registry] under number []. It is hereby specified that the

Buyer is responsible for all the services undertaken by such entity under this Agreement.

46

Therefore, all acts, defaults and neglects of such entity, its agents or employees, which

have an impact directly or indirectly on the performance of this Agreement, will be treated

as if they were acts, defaults or neglects of the Buyer for the execution of this Agreement.

47

Annex 3

Supply Period Commencement Date Notice

[PRODUCER]

[address]

[BUYER]

[address]

[date]

Dear Sirs,

We refer to the agreement for the sale of power and provision of related services (the Agreement)

entered into between us on [], under the terms of which you have agreed to buy all the Power

generated by the Wind Farm and to provide Related Services, subject to the fulfilment of the condition

precedent listed in Clause 2.2(a)(i) of the Agreement.

All terms defined in the Agreement shall bear the same meaning herein.

Therefore, we hereby confirm you that the condition precedent to the Agreement provided for in Clause

2.2(a)(i) has been fulfilled.

The Supply Period Commencement Date of the Agreement shall be 1 [].

Yours faithfully,

[PRODUCER]

__________________________

By: []

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Annex 4

Form of acceptable letter of credit

THIS AUTONOMOUS FIRST DEMAND GUARANTEE is made on []

ISSUED BY:

(1) [], a [form of company] incorporated under the laws of [], with a share capital of [], having its registered office at [], registered under single identification number [] (the “Guarantor”);

AT THE REQUEST OF:

(2) [], a [form of company] incorporated under the laws of [], with a share capital of [], having its registered office at [], registered under single identification number [], as Buyer;

TO THE BENEFIT OF:

(3) [], a [form of company] incorporated under the laws of [], with a share capital of [], having its registered office at [], registered under single identification number [] (the “Producer”).

WHEREAS:

At the request of, and for the account of, the Buyer, in relation to an agreement for the sale of power

and capacity guarantee and for the provision of related services dated [] entered into among the Buyer

and the Producer (the “Agreement for the Sale of Power”), the Guarantor has agreed to issue an

autonomous independent first demand letter of credit (garantie à première demande).

As a result, the Guarantor hereby grants an autonomous first demand letter of credit in favour of the

Producer pursuant to the terms and conditions set out below (this "Guarantee").

IT IS AGREED AS FOLLOWS:

1 DEFINITION AND INTERPRETATION

Unless otherwise stipulated, capitalized terms and expressions used in this Guarantee, including

in the recitals, shall have the meanings ascribed to such terms below or in the recitals or, if not

so defined, shall have the meanings ascribed to such terms in the Agreement for the Sale of

Power:

“Beneficiary” means the Producer (including its successors, transfers and assigns).

“Demand Certificate” has the meaning ascribed to it under Clause 2.2 below and “Demand

Certificates” means all of them.

The references in the “Whereas” section of this agreement to the Agreement for the Sale of Power

and the references in this agreement to terms defined in the Agreement for the Sale of Power or

to the Agreement for the Sale of Power itself are made for the sole purpose of setting out the

49

circumstances in consideration of which the Guarantee is granted and cannot be interpreted as a

waiver by any party of the autonomous nature of this Guarantee.

2 GUARANTEE

(a) The Guarantor irrevocably and unconditionally undertakes to pay, upon first demand, any

sums which the Beneficiary may claim under this Guarantee, subject to the terms and

conditions set forth herein (and in particular those set forth in Clause 3 (Implementation of

the Guarantee - Maximum amount).

(b) Any claim under the Guarantee shall be made by issuance of a written demand by the

Beneficiary upon the Guarantor in the form attached as Annex 1 (Form of Demand

Certificate) to this Guarantee (a “Demand Certificate”).

(c) The Guarantor undertakes to pay to the Beneficiary the amounts claimed in the Demand

Certificate issued under and in accordance with this Guarantee within five (5) Business

Days following receipt of such Demand Certificate, provided the conditions set forth in this

Guarantee are met.

(d) This Guarantee is granted in accordance with article 2321 of the French Code civil, is

independent (autonome) and as such constitutes an autonomous obligation of the

Guarantor towards the Beneficiary. Accordingly, the Guarantor may not invoke any defence

that the Buyer could assert against the Beneficiary, nor rely on any exceptions arising out

of the relationship between the Beneficiary and/or the Buyer, in each case for the purpose

of deferring or releasing itself from the performance of its obligations under this Guarantee.

(e) As a result of the independent nature of this Guarantee, the Guarantor's obligations

hereunder shall in no way be altered, cancelled, reduced or deferred, and the Guarantor

shall not be released from performing such obligations, by any of, but not limited to, the

following events:

(i) nullity, termination, cancellation or expiry of the Agreement for the Sale of Power or

any of its provisions;

(ii) any extension or renewal of the Agreement for the Sale of Power, or any amendment

to any of its provisions; and

(iii) any delay in exercising, failure to exercise or waiving by the Beneficiary of any right

or means of recourse available to each of them under the terms of the Agreement

for the Sale of Power.

3 IMPLEMENTATION OF THE GUARANTEE - MAXIMUM AMOUNT - REPLENISHMENT

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(a) Several Demand Certificates may be sent at any time within the period indicated in Clause

4 herein.

(b) The Guarantee may be called by the Beneficiary subject to the following conditions:

(i) if the Buyer fails to pay whole or part of the Power Purchase Price or of the price the

Capacity Guarantee (if applicable), up to the unpaid amount;

(ii) if the Guarantor issuing the Guarantee has notified the Buyer that the duration of a

Guarantee will not be extended from its then current expiry date and/or such

Guarantee has not been renewed or replaced by a new Guarantee by the date falling

30 days prior to the then current expiry date, the Beneficiary will be entitled to make

a demand for payment under such Guarantee only;

(iii) if the Guarantor is no longer an issuing bank acceptable to Beneficiary, and the

Buyer has failed to procure a new Guarantee within 30 days of the Beneficiary

notifying the Buyer of the Guarantor ceasing to satisfy such rating requirement, the

Beneficiary will be entitled to make demand for payment under such Guarantee only.

(c) The maximum aggregate amount which may be claimed under this Guarantee is EUR [].

(d) Payment in full by the Guarantor of the amount requested in each Demand Certificate will

automatically reduce the commitment of the Guarantor under this Guarantee by the same

amount.

(e) Except in case of termination of the present Guarantee in accordance with its terms, the

replenishment of the maximum amount of this Guarantee up to amount provided for in

Clause 3.3 herein by the Guarantor shall occur within ten (10) days after each draw,

provided that the Buyer has previously reimbursed the amount corresponding to such draw

to the Guarantor or to one of its subsidiaries.

(f) The Guarantor undertakes to notify the Beneficiary of the replenishment or non-

replenishment of the Guarantee within twelve (12) days as from the date of any payment

made by the Guarantor pursuant to the present Guarantee.

(g) The present guarantee can be called in one or more times.

(h) Any communication, including any Demand Certificate, to be made to the Guarantor under

or in connection with the Guarantee shall be sent to the Guarantor at the address indicated

above, or any other address communicated from time to time by the Guarantor to the

Beneficiary, by registered post or delivered by hand with receipt.

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4 DURATION

(a) The Guarantee will enter into effect on the date of its signature and will terminate [364 days

/ [] years] as long as the Agreement is in force as from the issuance date of this

Guarantee, being [] or such earlier date on which the Beneficiary has confirmed in writing

to the Guarantor that this Guarantee will terminate, without any formality.

(b) If a Demand Certificate is received after such date, it shall be inoperative, unless the

Guarantee has been extended or renewed for a new [three hundred sixty four (364) days /

[] years] term before its expiry

The Beneficiary shall release the Guarantee if requested by the Buyer, when the Guarantor

has fulfilled all its obligations under this Guarantee.

5 NO DEFENCES

To the fully extent permitted by law, the validity and effect of the Guarantee and each Demand

Certificate will not be contested or affected in any way by any event or circumstance whatsoever,

in particular as a result of the invalidity of any provision of the Agreement for the Sale of Power

or related document being void, or the amendment of any terms of the Agreement for the Sale of

Power.

6 PARTIAL INVALIDITY

If, at any time, any provision of this Guarantee is or becomes illegal, invalid or unenforceable in

any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the

remaining provisions nor the legality, validity or enforceability of such provision under the law of

any other jurisdiction will in any way be affected or impaired.

7 REPRESENTATIONS

The Guarantor represents and warrants to the Beneficiary on the date of this Guarantee that:

(a) it has the power and authority to issue and perform the Guarantee;

(b) the entry into and performance by it of the Guarantee do not and will not conflict with its

constitutional documents, any law or regulation applicable to it or any agreement or

instrument binding upon it or any of its assets;

(c) it has taken all necessary action to authorise its entry into and the issuance of, the

Guarantee; and

52

(d) the obligations expressed to be assumed by it in the Guarantee are legal, valid, binding

and enforceable.

8 BENEFIT OF THE GUARANTEE

The Guarantee shall inure to the benefit of the Beneficiary and to any person to whom it assigns

or transfers any of its rights and/or obligations under the Agreement for the Sale of Power without

any notice or carrying any formality. The assignment or transfer by the Guarantor of its rights

and/or obligations shall not modify the Guarantee or operate a novation for the purpose of article

1271 of the French Code civil.

9 MISCELLANEOUS

(a) No failure to exercise, nor any delay in exercising on the part of the Beneficiary any right

or remedy under the Guarantee shall operate as a waiver, nor shall any single or partial

exercise of any right or remedy prevent any further or other exercise or the exercise of any

other right and remedy. Any waiver will only deem to occur if made in writing with an

express reference to the Guarantee.

(b) The Beneficiary shall be held responsible for any failure to exercise or any delay in

exercising any of its rights under the Guarantee.

10 GOVERNING LAW AND JURISDICTION

(a) This Guarantee shall be governed and construed in accordance with the laws of France.

(b) The Parties irrevocably agree that the Tribunal de commerce of Paris shall have exclusive

jurisdiction to settle any dispute arising out of or in connection with the existence, validity,

or performance of this Guarantee or any non-contractual obligations connected with it.

At [], on [], in one (1) original

The Guarantor

[insert name of acceptable bank]

By : ____________________

Name :

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Position :

ANNEX I

FORM OF DEMAND CERTIFICATE

[insert name of Guarantor]

[address]

Dear Sirs,

We refer to the independent first demand guarantee granted by you, as Guarantor, on [], to the benefit

of the Beneficiary (the “Guarantee”).

All terms and expressions defined in the Guarantee shall have the same meaning herein.

We hereby inform you that the Buyer has failed to make the due payments required under the Agreement

for the Sale of Power: [insert date and amounts].

It is understood that the accuracy of the foregoing is not a condition to the performance of your

obligations under the Guarantee.

Pursuant to Clause 2 (Guarantee) of the Guarantee, we hereby request that you pay us forthwith EUR

[insert amount corresponding to the due amounts, to the extent that such amount is not greater than the

outstanding committed amount under the Guarantee].

Pursuant to the Guarantee, the above amount of EUR [] must be paid by you within five (5) Business

Days as from the receipt of this request into account number [] at [insert bank details at which account

is held] [insert any other details for payment].

Yours faithfully,

[]

__________________________

54

By: []

55

Signature Page

Made in [], in two (2) originals.

SIGNED by [NAME]

For and on behalf of [BUYER]

)

)

)

.............................................................................

[Signature/Title]

SIGNED by [NAME]

For and on behalf of [PRODUCER]

)

)

)

.............................................................................

[Signature/Title]