2012-24108

MEMORANDUM OF UNDE|STANDING This Memorandum of Understanding ($'MoU'') is entered into as by and between: of this 26* day of June, 2012, Intea..rated Utilitv Holdinn N.V., doing business as Aqualectra (''Aqualectra''), a Iimited Iiability company incorporated in Curaaoand registered with the commercial registry of the Chamber of Commerce and Industry in Curaao under number 77189, with its registered address at Rector Zwijsenstraat 1 , in this matter represented by its Acting Chief Executive Oficer, Mr. D. Jonis; and AssvceFotovoltaicas.L.tAssyce''), a Iimited Iiability company incorporated in the Kingdom of Spain and registered with the commercial registry of Camara de Commercio de Granada under number ES-B-18751461,with its registered address atcarretera N-323 K-149 s/n,codigo postal 18640, Padul, Granada, in this matter represented by its Founder and Chief Executive Officer, Mr. Luis Garrido Mateo. Aqualectra and Assyce shall herein be referred to as the ''Padies'' and each a ''Party''. CONSIDERING: That Assyce, after having performed a detailedtechnicalstudy, is desirous to implement a 75 MW solar power generation project in Curaao in four separate phases of 10 MW, 20 MW, ZOMW and 25 MWeach (the project''), and has the expedise and financial facilities at its disposal to implement the Project', 2. Assyce has approached Aqualedra, the holding company for the sole operator of the public grid in Curaao,to facilitate the implementation of the Project; and 3. Aqualedra, given its aim, in Iine with the Curaao government policy, to have the power generation in Curaao transformed as much as pradically possible into green sustainable generation, is willing to discuss and negotiate with Assyce the implementation of the Project, in whole or in part, on the terms as described herein, NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: 1. Assyce undedakesto designand finance (or procure the financing of the Projed, supply and deliver all the required materials,build,source and implement the technology required and guarantee the proper operation of the Project as well as the transmission Iines and interconnedion facilities to connect the Project to the grid, whereby the first phase of the Project, consisting of up to 10 MW electric capacity (the be construded at the Site (as defined below), shall be completed within six (6) from (i) the execution date of the power purchase agreement that Assyce proposes to enter into with Aqualectra for the off-take of the eledricity produced by the MWplanttthe '10 MWplant PPA''), in such form and with such quantities as to be in the 10 MW PPA, and (ii) receipt of the Licenses (as defined below).

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power purchase fudher phases of the Project of 20 MW, 20 MW and 25 MW, respectively, on terms not Iess favorable to Aqualectra on a per MW basis than those to be contained in the 10 MWplant PPA (it being understood that the per Kwh price of eledricity will, as a result of economies of scale, be descreased for each subsequent optional PPA) (each an ''Optional PPA''). Each Optional PPA shall arrange that the phase of the Project to which the Optional PPA applies shall be completed by Assyce within six (6) months from the execution date of such Optional PPA and shall contain such other terms and conditions as Padies may agree.Assyce understands and agrees that Aqualectra shall have no obligation to actually negotiate or enter into any Optional PPA. agreements for each and any of the three undedakes to identify jointly with Assyce sites or su|acesthat are suitable of in total al close as possible totan) adequate grid-connection pointts), which are available and can be obtained by Aqualectra in ownership or Iong Iease from the country of Curaao (or another person or entity, subject to no substantial acquisition costs being due), where the 10 MW Plant could be constructed (the ''Site''). In the 10 MW PPA Aqualectra will agree to grant to Assyce, on terms to be agreed therein, a right of supecies on or a Sub-long Iease of that pad of the Site used for installation of the 10 MW Plant, with appropriate rights of ingress and egress. The undedakings of the Padies contained in Clauses 1, 2 and 3 of this MOU shall be subject to the following: empty and Curaao approximately 150.000 m2 at no more than three Iocations in 4. 3. Aqualectra (i) the performed satisfactow outcome, in Aqualectra's sole discretion, of a due diligence to be (ii) (a) the technology and technical specifications proposed to be used for the 10 MW Plant, as have been provided by Assyce to Aqualectra, (b) the competitiveness and other aspects of the pricing of the 10 MW PPA, (c) the financing of and corporate structure and entities involved with the 10 MW Project, and (d) the references of previous projects as have been provided by Assyce to Aqualectra', Assyce and Aqualectra being reasonably satisfied that all permits, authorizations and Iicenses required for the construction, installation and operation of the 10 MW Plant (the ''Licenses'') will be obtained or obtainable within a reasonable time to enable timely completion of the 10 MW Plant, it being understood that Aqualectra shall make best efforts to assist Assyce with obtaining the Licenses where that is within Aqualectra's actual power; and Assyce and Aqualectra entering into the 10 MW PPA, on terms and conditions as shall be satisfactol to Assyce and Aqualectra, each discretion, it being understood that the PPA (i) shall have a duration more than 20 years, (ii) shall stipulate a price per Kwh of electricity actually off-taken by Aqualectra from Assyce and as set fodh in the PPA,(iii) shall warrant and guarantee an operational Iife span of the 10 MW Plant of at least 25 years, (iv) shall stipulate that in constructing the 10 MW Plant Assyce shall, to the maximum extent possible, make use of Iocal materials and use Iocal personnel and/or Iocal contractors for all civil and electrical works, and (v) shall stipulate and by Aqualectra on to grant to Aqualectra an option to enter into 2 2. Assyce fudher undedakes

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that at the end of the duration of the 10 MW PPA, ownership of the 10 MW Plant shall be transferred to Aqualectra free and clear of any third pady (security or other) rights or encumbrances and without any compensation being due. Each of the Padies shall at the request of the other Pady provide such information as may be reasonably requested in order to satisfy any of the conditions contained in this Clause 4. The Padies shall declare to each other in writing as soon as any of the conditions contained in this Clause 4 shall have been satisfied, or if its satisfaction will not occur. 5. lf any of the conditions contained in Clause 4 shall not have been satisfied within thidy (30) days from the date of this MoU, each of the Padies shall be entitled (but not any the Padies shall be relieved Each Party understands and agrees, to the extent this is obligatedlat time thereaer to declare this MOU terminated. Upon such termination from any obligations whatsoever towards each other. 6. reasonable, that the other Party may elect to not personally execute in whole or in pad its obligations herunder or in fudherance of this MoU. In particular Assyce may elect to have the Project executed and the 10 MWppAentered into by a special purpose vehicle fully owned and controlled by it, and Aqualectra may elect to have the 10 MW PpAtand any Optional PPA) entered into by one of its subsidiaries most adequate for that purpose. Each of the Parties shall with the discussion, negotiation, drafting and execution of this MoU, any other document required or useful in order to carry out this MOU or any task to be performed as described in this MoU, unless explicitly agreed otherwise between the Parties in writing. The Iaws of Curaao shall govern this MoU. Any dispute between the Padies in 7. pay for and Carry its own costs and expenses in connection 8. connection with this MOU shall be shall have brought before the courts ofcuraao, which couds 9. exclusive jurisdiction and to which jurisdiction the Padies hereby submit. This MOU is subject to approval of the respective (supewisow) boards of the Parties. Each of the Padies shall inform the other Pady within ten (10) days of signing of this MOU if its respective (supewisow) board shall have granted such approval. 3

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Thus signed between the Padies on the date first above written in Curacao. ., ,., | |''''' . || ..... .... .............-.. . ,.. || |. '... |' '.. | '| j 2. ./ j. 4 l. .,.L.-.,,, ,' j'. . ,' i y j ..j j .$ ; j v t t' ..:.: ' ' te l n te ; te tl I It o I l n . . ...,.. .j | .... 1.|| |. . . ... ,. t '' 9- V. | .'| | | | | |' ''''''''''-'-'-' ' &.... ..,....' | || | | |||||| ,. .-t. ..-.||''. ||.. |-.... / f / itle'' cting hief xecutive icer ,) * f ? a e: . Jonls |/ A .-...,||| Ass cpFo|volta'lca ,S''t.'' ' |||||| , . ..,. . .. .-.. .. ,,.. .., | .. ... ..... .. -j|. ||........ . . ...... .. ... .. . ... .. .. ...................... . ...... . Q. .z .. - .yy|yhyuy. $ * , . . ...., / Y. k .... ..... ''''' --'--'' '-'' Title: Founder and Chief Executive Officer Name: Luis Garrido Mateo The signing of this MOU has been witnessed by the Prime Minister and Minister of Energy ffairs of ,.uraao, the honorable |: '''..: r. .F. Schotte, 1, hout any obligation on ,..*l. t j . . ,1 ' . hls pad towards/ ,/thse contents of thls ( %, . |r|C |,| |. document. , ? x f ,('' %.. ) '%. |. -|. *'.=..|... . . .-...'| ,,...... ....-' J f ; %.. ''' y ,, '''... >.'->*> | g/. '%.. <'-'* ....- | . %. |*... .. . | |. | . .... -*---'**'''''' -.,=.....| d. . . .. j|| ''% <.,... ' &+... ., .-<| y . . . . | . . .. . '. ''... 1 ' %. ....'* r f ;3 - ..py '.. .. %% |y ..(.y. . . y j x : ' ; .> ) J ) * . ' ?.' *'. * . X y > ..' *.1 X . . ;; . ja . ,..|.-|. ..- j....<.... y .. . jjjjj . |j | . || .... . -'= | '.. ..-* ......|t ,.... .. tjj .|. 1|/| . .' : .' .| --|. .... g | *-.. ., >' | .' ja |. k.| ; '.-.... jl|'. .| - . ...... ...... .... , ; 1 | . * *-.. t ..1' .'=' f '% * | ,.. .... ..' .... ... .. ... ||? . --' >..,.... ..,.,,.-4

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