Cooperation Agreement

Between

Oman Tower Company LLC

And

The Public Authority for Water

For

The Construction of Telecommunication Towers on the lands or

buildings of the Public Authority for Water

This cooperation agreement (the “Agreement”) is made on the ____ of September 2019

BETWEEN

1. Oman Tower Company L.L.C., a company registered under the laws of Sultanate of
Oman under commercial registration number 1319113, having its registered office at
P.O. Box 297, Oman 70 Holding building -Muscat, Postal Code 112, Sultanate of Oman
(hereinafter referred to as “Oman Towers”);

Initials
Oman Towers PAW

Page 1 of 13
And

2. The Public Authority for Water, a [Governmental Entity] established by [Royal Decree
Number 42/2018], whose head office is located at [Taminat Complex - Bawshar], PO
Box [106], PC [112], Ruwi, Sultanate of Oman (hereinafter referred to as “PAW”.

(Each hereinafter referred to as a “Party” and together the “Parties”).

WHEREAS

1. Oman Towers has been established in 2018 for the purpose of building, operating and
leasing telecommunication towers and associated infrastructure and services (including
greenfield towers, rooftop towers, distributed antenna systems, shelter space, power
equipment, etc., the “Towers”) to mobile network operators (“MNOs”) and other
telecommunications operators, and has been authorized to operate by the
Telecommunication Regulatory Authority (the “TRA”) under the rules and regulation of
the Sultanate of Oman.

2. The Public Authority for Water (the “PAW”) is a governmental entity established with
the objective of ensuring the provision of high quality, sustainable and reliable potable
water services in the Sultanate of Oman.

1 Definitions
1.1 In this Agreement:
“Agreement” means the present cooperation agreement, including the existing and
future Schedules, Annexes and Amendments.
“Confidential Information” means information disclosed by any Party to the other
Party during the preparation or execution of this Agreement and considered as
confidential pursuant to Clause 5.
“Customers” means Oman Tower’s clients, which shall be telecommunications
operators licensed or authorized by the TRA or governmental entities lawfully
operating telecommunications equipment and frequencies.
“Effective Date” means the date of entry into effect of this Agreement, which is the
date mentioned on the first page of this Agreement.
“Law” means any law, decree, resolution, regulation or government decision in force
in the Sultanate of Oman.
“MNO” means any Omani mobile network operator, licensed by the TRA.
“PAW Areas” means the plots of land and buildings owned or under the control of the
Public Authority for Water, including water tanks.
“Project” refers to the present cooperation between Oman Towers and The Public
Authority for Water for the purpose of building telecommunication towers and associated
infrastructure in the PAW Areas.

Initials
Oman Towers PAW

Page 2 of 13
 “Tower” means a telecommunication tower, either built on the ground (“greenfield”)
or on a building or water tank rooftop (“rooftop”), whose purpose is to accommodate
the equipment of Oman Tower’s Customers.
“TRA” means Oman’s Telecommunications Regulatory Authority.

2 Purpose of the Agreement

The Parties agree to collaborate for the construction of Towers in the PAW Areas, with the
aim of making these towers available to all interested Customers (and PAW itself, if needed)
in order to ensure an excellent wireless coverage in and around the PAW Areas, as per
Customers’ requirement, while avoiding the proliferation of redundant telecom towers.

Initials
Oman Towers PAW

Page 3 of 13
3 Parties’ Undertakings
3.1 The Public Authority for Water agrees to give Oman Towers the exclusive right to build
and operate greenfield and rooftop Towers in the PAW Areas. Each request from
Oman Towers for the construction of such Towers will be reviewed and approved by
PAW on a case by case basis, based on technical feasibility.
3.2 All Towers will be built with capacity for at least three telecom operators. Oman
Towers shall make such Towers available to all MNOs and other licensed
telecommunications operators (for example IOT operators or other wireless service
providers) in an open access and equal treatment manner, under the terms of the
frame agreements approved by the TRA. If such Towers become fully loaded in the
future, Oman Towers will promptly reinforce them whenever technically and
commercially feasible. The Towers will be built in close coordination with Oman
Broadband SOAC, with the aim of bringing fiber optic connectivity to all of them
wherever required.
3.3 For each greenfield Tower, PAW will lease to Oman Towers a plot of land of minimum
10m x 10m and up to 17m x 17m (as required and as available), with vehicular access,
for a term of twenty-five (25) years, for a rent of OMR [__] per square meter and per
year, under the terms set in the land lease agreement template set forth in Annex 2.
3.4 For each rooftop Tower, The PAW will lease to Oman Towers space on the relevant
building rooftop or water tank, for a rent of OMR [__] per square meter and per year,
under the terms set forth in Annex 2, as adapted to meet the specific requirement
and constraints of a rooftop space, for a term of fifteen (15) years, with 24h access
rights whenever possible.
3.5 At each Tower, Oman Towers will allow PAW to install, free of charge,
telecommunications equipment on the Tower with a cumulative wind-projected
Tower equipment surface of up to two (2.0) square meters.
3.6 Each of the Parties will identify a contact person in charge of the implementation of
this Agreement.
3.7 Promptly after the signature of this Agreement, PAW will share with Oman Towers list
of PAW Areas and additional details that may be required by Oman Towers.
3.8 Upon receiving any request to build a Tower from any telecommunications operator,
Oman Towers will approach PAW to confirm the exact location and boundaries of the
allocated plot of land (or rooftop space) and the Parties will enter into a lease
agreement for this space in accordance with the template in Annex 2.

4 Fees and costs

Oman Towers will build, maintain and repair all Towers at its own cost. No fees or
charges are applicable under this Agreement, other than as set forth in Annex 2.

Initials
Oman Towers PAW

Page 4 of 13
5 Confidentiality
5.1 All information given by PAW to Oman Towers pursuant to the preparation and
execution of this Agreement shall be considered Confidential Information, provided,
that Oman Towers shall have the right to disclose to its clients and potential clients
the plots and rooftops identified pursuant to clause 3.7 above. For the avoidance of
doubt, Oman Towers shall also have the right to disclose any information related to its
planned or existing Towers in the PAW Areas.
5.2 Oman Towers may also disclose to PAW some Confidential Information during the
preparation and execution of this Agreement: in this case such information will be
clearly marked as “confidential”.
5.3 The content of this Agreement also constitutes a Confidential Information, provided
that both Parties shall have the right to disclose the existence of this Agreement and
its clauses 2, 3.1 and 3.2.
5.4 The present Clause shall not apply to any Confidential Information which:
a) Is or becomes publicly available through no fault of the recipient;
b) Can be demonstrated to be already known to the recipient at the time of
disclosure;
c) is received without obligation of confidentiality from a third party who did not
acquire it under an obligation of confidentiality from either Party or that is
independently developed by the recipient;
d) Is required to be disclosed by a government regulatory body or a court or
other comparable authority of competent jurisdiction.
5.5 Therefore, in consideration of the disclosure of Confidential Information by its owner
to the recipient and in consideration of the mutual promises in this Agreement, it is
agreed as follows:

Initials
Oman Towers PAW

Page 5 of 13
 a. Each Party undertakes with the other that the Confidential Information
shall be used by it only for the purpose of or to facilitate provision and
receipt of the services agreed under this Agreement and for no other
purposes whatsoever, including but not limited to disclosure of
information to the retail business of a Party.
b. Neither Party shall without the prior written consent of the other Party
disclose or use or cause to be disclosed or used by any third party, at any
time, any Confidential Information.
5.6 Each Party understands and acknowledges that neither is making any representation
or warranty, express or implied as to the accuracy or completeness of the Confidential
Information and neither of them will have any liability to the other or any other
person resulting from the Confidential Information or its use thereof.
5.7 The Parties acknowledge and agree that damages would not be an adequate remedy
for any breach of this undertaking by either of them. In the event of a breach or
threatened breach of this Agreement by either Party, the other Party (the “ Aggrieved
Party”) shall be entitled to the remedies of injunction, specific performance and other
equitable relief for any threatened or actual breach of this Agreement and, without
prejudice to the foregoing, the other Party agrees to indemnify the Aggrieved Party
against any loss, claims, damages or liabilities by it as a result of or arising out of any
such breach.

6 Term and Termination

6.1 This Agreement shall come into effect on the Effective Date and shall continue for a
period of twenty-five (25) years, unless terminated earlier in accordance with its
terms.
6.2 Without prejudice to any Party’s rights in respect of any breach of the undertakings
contained in this Agreement, each Party (the “Terminating Party”) shall have the right
to terminate this Agreement, by written notice given to the other Party, if:
(a) such other Party is in material breach of the Agreement and this breach has
not been cured within 3 months of written notification of such breach by the
Terminating Party to the other Party;
(b) such other Party is unable to pay its debts, becomes insolvent or has ceased or
threatens to cease its activities, or if a petition for winding up or bankruptcy
has been filed against such other Party, or a resolution for voluntary winding
up has been passed by such other Party, or a receiver and manager or judicial
manager has been appointed over the whole or substantial part of the assets
or business of the other Party;
(c) continuing the execution of this Agreement would be unlawful;
(d) if any material information provided or representation made by the other
Party is found to be untrue, misleading or inaccurate and has an adverse
material adverse impact on the Terminating Party.

Initials
Oman Towers PAW

Page 6 of 13
6.3 For the avoidance of doubt, it is agreed that the termination of this Agreement shall
not lead to the termination of the land or rooftop space leases described in clause 3.8
above, as such leases will be governed by their own terms and conditions.
6.4 On termination of this Agreement, each Party must, at its own expense, deliver to the
other Party, or after notice from that other Party, destroy or erase all documents or
other forms of storage which comprise or contain the other Party’s Confidential
Information or from which the other Party’s Confidential Information can be
reproduced.
6.5 The termination or expiry of this Agreement shall not be deemed a waiver of a breach
of any term or condition of this Agreement and shall be without prejudice to a Party’s
rights, liabilities or obligations that have accrued prior to such termination or expiry.

7 Warranties
Each Party represents, warrants and undertakes that:
(a) it has lawful right and possesses full authority and all the required licenses,
approvals and permits to enter into cooperation under this Agreement;
(b) to the best of its knowledge neither the execution of this Agreement nor the
consummation of the transactions contemplated hereby violates any
applicable laws in force in the Sultanate of Oman;
(c) it shall provide services and discuss all matters in relation to its obligations
under this Agreement in good faith, with due skill, care and diligence, in a
timely and professional manner and using appropriately trained, qualified,
knowledgeable and experienced personnel.

8 Notices
8.1 Any notice required to be given pursuant to this Agreement shall be in writing and
shall be given by delivering the notice by hand at, or by sending the same by prepaid
post to the address of the relevant Party set out in this Agreement or by facsimile
transmission to the numbers specified in this Clause or such other address or facsimile
number as either Party notifies to the other from time to time. Any notice given
according to the above procedure shall be deemed to have been given at the time of
delivery (if delivered by hand) and when received (if sent by post) or upon its receipt
being confirmed by a successful transmission receipt if sent by facsimile or email to
the phone number and email address specified below.

8.2 Subject to this Clause for the purposes of notices they should be sent either by email
or post to the following:
if addressed to OMAN TOWER COMPANY, LLC, P.O. Box 297, PC 112,
Oman 70 Building, Street 4006, Al Ghubra North, Muscat, Sultanate of Oman
and if by email to ahmed.ghulam@omantowerco.om;

if addressed to The Public Authority for Water [___________]

if by post addressed to [ ], [ ] at [

Initials
Oman Towers PAW

Page 7 of 13
 ] and if by email to [ ]

9 Force Majeure
9.1 Neither Party shall be liable to the other Party for any breach of this Agreement (other
than a breach by non-payment) to the extent that such breach is due to any event or
circumstance beyond the reasonable control of that Party, including but not limited
to, any breach occasioned by an act of God, fire, act of Government or State, war, civil
commotion, disease, insurrection, embargo, prevention from or hindrance in
obtaining any raw materials, energy or other supplies, labour disputes of whatever
nature, or the act or omission of any highway or other regulatory telecommunications
authority (a "Force Majeure Event").
9.2 The affected Party shall give the other Party as soon as practicable written notice of
the occurrence and nature of the relevant Force Majeure Event and shall advise the
other party as soon as practicable of the expected date of resumption of normal
performance hereunder.
9.3 Upon the cessation of the delay or failure resulting from force majeure, the Party
affected by force majeure shall promptly notify the other Party of such cessation.
9.4 If, as a result of Force Majeure Event, the performance by either Party of its
obligations under this Agreement is only partially affected, such Party shall, subject to
the provisions of the terms of this Agreement nevertheless remain liable for the
performance of those obligations not affected by the Force Majeure Event.

10 Amendment
Neither this Agreement nor any documents referred to herein shall be capable of
variation unless such variation shall be made in writing and be signed by both Parties.

11 Dispute Resolution and Jurisdiction

11.1 and in the event of a dispute arising between the Parties in respect of this Agreement,
the following shall apply:

(a) in the event of a dispute arising (“Dispute”) either Party may notify
the other in writing that such a Dispute has arisen (“Dispute Notice”)
giving full particulars of the Dispute including (but not limited to) a
description of the Dispute, all relevant evidence, and any other
information which describes the Dispute;

(b) each Party will nominate one senior representative as its

representative no later than fifteen (15) Business Days from the date
of receipt of the Dispute Notice by the other Party. These
representatives will meet within fifteen (15) Calendar Days from of

Initials
Oman Towers PAW

Page 8 of 13
 their nomination to attempt to resolve such Dispute through good
faith negotiation between the representatives of the Parties; and

(c) if such negotiations do not resolve the Dispute within forty five (45)
Calendar Days from the date of the Dispute Notice, either Party shall
have a right to serve a further notice on the other Party (the “Second
Dispute Notice”) requiring that the Chief Executive Officer, Managing
Director or persons holding similar positions within Oman Broadband
and the Oman Broadband respectively shall undertake further good
faith negotiations to resolve the dispute. The Party serving the Second
Dispute Notice (the “Disputing Party”) shall include with such notice
all relevant details including the nature and extent of the dispute; and

(d) if the endeavours of the Parties to resolve the dispute in accordance

with Clause 22.1 (c) are not successful within fifteen (15) Calendar
Days of the service of the Second Dispute Notice either Party may by
written notice to the other refer for arbitration to be conducted by a
panel of three arbitrators with all documents, submissions and
hearings to be in the English language and to be conducted in Muscat,
Oman in accordance with the Arbitration Law of Oman (Royal Decree
47/97).

11.2 Nothing herein contained shall prevent a Party from seeking (including obtaining or
implementing) interlocutory or other immediate or equivalent relief.

12 Assignment
Neither Party shall have the right to assign, sublease or otherwise transfer in whole or
in part, this Agreement or any interest herein to any third party, without the prior
written consent of the other Party, which consent shall not be unreasonably withheld
or delayed.

13 Entire Agreement
This Agreement, any document referred to in this Agreement or incorporated by
reference in any such document constitutes the entire agreement, and supersede any
and all previous or contemporaneous agreements, between the Parties relating to the
subject matter of this Agreement whether written or oral.

14 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the
Sultanate of Oman.

Initials
Oman Towers PAW

Page 9 of 13
 Initials
Oman Towers PAW

Page 10 of 13
Executed on the date mentioned above by the duly authorized representative of the parties

On behalf of: On behalf of:

The Public Authority for Water Oman Tower Company

………………………………………. ……….…………………………..
[___________________] Eng. MAJID Al KHAROOSI
[____________] Managing Director

Date…………………. Date…………………………

Initials
Oman Towers PAW

Page 11 of 13
Annex 1 : list of the PAW Areas

Initials
Oman Towers PAW

Page 12 of 13
Annex 2: Land (and rooftop) Lease Agreement Template

[To be agreed among the Parties at later stage]

Initials
Oman Towers PAW

Page 13 of 13