ENERGY PURCHASE AGREEMENT AND/OR ENERGY PURCHASE CONTRACT

BETWEEN:

Cooperative of Production, Electrical Works and Multiple Services, a company

incorporated under the Laws of the Dominican Republic with address at Primers
No 10, Esq,14, Ens. Isabelita –M.S.D. E. Santo Domingo. Dominican Republic
("Buyer") and on the other hand the Company NAANOVO ENERGY GENE SRL,
Incorporated under the Laws of the Dominican Republic, with registered office at
Calle Duarte 42, Esquina Hermanas Mirabal, at Local No 42-a, Ensanche Isabelita,
Santo Domingo Este Municipality, Santo Domingo Province, Dominican Republic.

(Seller).

ENERGY PURCHASE AGREEMENT AND/OR ELECTRICAL PURCHASE CONTRACT

POWER PURCHASE AGREEMENT

This Power Purchase Contract is made and celebrated as of this Fourth (4th) day of
September 2023.

BETWEEN:

Cooperative of Production, Electrical Works and Multiple Services, a Company

Incorporated under the Laws of the Dominican Republic, with an office at Primera
No 10, Esq, 14, Ens, Isabelita-Municipio Santo Domingo Este, Provincia Santo
Domingo. Dominican Republic, is called The Buyer. Santo Domingo, ("Buyer") and
the other party NAANOVO ENERGY GENE SRL Incorporated under the Laws of the
Dominican Republic with registered office at Calle Duarte 42, Esquina Hermanas
Mirabal, at Local No 42-A, Ensanche Isabelita, Municipality, Province of Santo
Domingo Dominican Republic, ("Seller").

WHEREAS: The Seller proposes to build, operate and own the Project in the
Dominican Republic for the purposes of producing and selling electrical energy to
the Buyer.

WHEREAS: The Buyer wishes to purchase said electrical energy from the Seller:

WHEREAS: The Parties wish to establish in writing their respective rights and
obligations with respect to the purchase and sale of said electrical energy.

NOW, THEREFORE: In consideration of the mutual obligations and commitments

and the contents, intended to be legally binding, the Parties agree as follows:-
ARTICLE 1. DEFINITIONS AND RULES OF INTERPRETATION

1.1DEFINITIONS In the Agreement, unless the context requires otherwise, the

following words and expressions are agreed upon and will have the following
meanings:

Affiliate” shall mean (i) any person that directly or indirectly controls, is controlled
by, or is under common control with a Party. (ii) any person who is an officer,
partner or trustee of, or serves in a similar capacity with respect to, a Party or of
whom a Party is an officer, partner or trustee, or with respect to which a Party acts
in a similar capacity. (iii) any Person who, directly or indirectly, is the beneficial
owner of ten percent or more of any class of equity securities of a Party or of which
the Party directly or indirectly owns ten percent or more of any class of equity
securities.

SOME PHRASES MAY HAVE ALTERNATIVES ACCORDING TO THE GENRE, TO

SEE THE ALTERNATIVES.

“Agreement” shall mean this agreement, including all exhibits and schedules and
modifications hereto as may be made from time to time. “Best efforts” shall mean a
level of effort that, in the exercise of reasonable judgment in light of the facts
known at the time a decision is made, can be expected to achieve the objective.

DESIRED OUTCOME: At a reasonable cost, consistent with Prudent Utility

Practice. “Billing Month” shall mean the calendar month immediately preceding
the current meter.

READING DATE. “Buyer's Interconnection Facilities” shall mean all equipment and
facilities on Buyer's side of the Delivery Point for the purpose of interconnecting
the Project to Buyer's electrical grid transmission system. “Claim” shall have the
meaning specified in Article 9.2 “Contractual Minimum” for a defined period equal
to 100% of the Demonstrated Capacity at site conditions multiplied by the number
of hours during such defined period.

“Energy Delivered” shall mean the actual net quantity of electrical energy
produced by the Project and delivered to the Delivery Point during the Billing
Month in accordance with Buyer's Shipping Instructions in accordance with Article
5.3 4 “Demonstrated Capacity” shall mean specified in article 4.3 “Designated
Representatives” of the Seller and Buyer appointed in accordance with Article 6.1
and 6.2
“Energy Payment” shall have the meaning specified in Article 4.2 “Event of Default”
shall have the meaning specified in Articles 10.1 and 10.2 “Equivalent Energy” in
any Operating Year shall mean the sum of the Delivered Energy plus the
Demonstrated Capacity during any hour. in which the Project is unable to generate
the Demonstrated Capacity due to (i) a shipment request by Buyer in accordance
with the terms of this Agreement, (ii) a breach of this Agreement by Buyer, or (iii)
the occurrence of a force majeure event “Fixed Energy Component” will have the
meaning specified in Article 4.2.3.A

“Force Majeure” means any cause beyond the reasonable control and not due to
the fault or negligence of the affected Party, and which could not have been
avoided by the action by such Party, due diligence and the use of best reasonable
efforts, including (to the extent they meet the above requirements): (a) drought,
flood, earthquake, hurricane, storm or other unusual weather, marine conditions
or extreme adverse environmental or actions of the elements, meteorites or
objects falling from airplanes or other aerial devices, fires, lightning, epidemics,
famines, diseases, plagues or plagues, and other acts of God; (b) acts of war
(whether declared or undeclared), invasion, armed conflict or acts of foreign
enemy, blockade, embargo, revolution, mutiny, rebellion, civil disturbance,
insurrection, sabotage, explosion, terrorism or threat of any of the previous ones;
(c) strikes or labor disputes (except strikes or labor disputes by employees of the
affected Party that are not part of a general industrial action involving other
employers); (d) others, official rulings or actions or those of any government
authority, the expropriation or nationalization of any assets, the absence,
suspension, termination, inconvertibility of community dollars or lack of
availability of foreign currencies; (e) the closure of ports, docks, terminals or other
shipping or navigation assistance or complements; (f) any change in the Law,
including the imposition or adoption of new or modified import or export
restrictions or restrictions. Controls by any applicable government authority;
provided that Force Majeure shall not include any failure or delay of a supplier or
contractor of a Party, except to the extent resulting from any of the foregoing
causes. Without limiting the foregoing, provided that the ownership or control of
the buyer is in the hands of the Government, nor the binding order of any court or
governmental authority, the failure of any governmental authority, nor any other
governmental or judicial action will be invoked as Force Majeure by the Buyer.
“Forced Shutdown” shall mean an interruption of the Project's generating capacity
that is not the result of (i) a request by the Buyer in accordance with Article 5.5;
(ii) Scheduled Maintenance; (iii) a Force Majeure event or occurrence; either (iv) a
reduction in accordance with article 4.1.4 or 4.1.5. “Buyer” will mean the
Production Cooperative, Electrical Works of the Dominican Republic. “Indemnified
Party” will have the meaning specified in Article 9.2 “Initial Delivery Date” will
mean the first date on which the Project is synchronized with the purchaser's
Electrical Transmission System and the start of regular delivery of electrical
energy. in accordance with the terms hereof, or if Buyer's Interconnection
Facilities are not capable of accepting electrical power from the Project on the
Projected Initial Delivery Date, then the Initial Delivery Date will be deemed to
have occurred on the Initial Delivery Date Projected. The date and Demonstrated
Power will be considered 7,000 KW. “Maintenance Program” will have the meaning
specified in Article 5.4. “New Agreement” shall have the meaning specified in
Article 7.2 “Year of Operation” shall mean (i) for the first of such years, the period
beginning with the Initial Year Delivery Date and ending on the date immediately
preceding the first anniversary of the same and (ii) thereafter, during the term of
this Agreement, the period beginning on each anniversary of the Initial Delivery
Date and ending on the date immediately preceding the next anniversary of such
date “Parties” shall mean Buyer and Seller “Party” means Buyer and Seller action
by such Party, due diligence and the use of best reasonable efforts, including (to
the extent they meet the above requirements): (a) drought, flood, earthquake,
hurricane, storm or other unusual weather, marine conditions or extreme adverse
environmental or actions of the elements, meteorites or objects falling from
airplanes or other aerial devices, fires, lightning, epidemics, famines, diseases,
plagues or plagues, and other acts of God;

(b) acts of war (whether declared or undeclared), invasion, armed conflict or acts
of foreign enemy, blockade, embargo, revolution, mutiny, rebellion, civil
disturbance, insurrection, sabotage, explosion, terrorism or threat of any of the
previous ones; (c) strikes or labor disputes (except strikes or labor disputes by
employees of the affected Party that are not part of a general industrial action
involving other employers); (d) others, official rulings or actions or those of any
government authority, the expropriation or nationalization of any assets, the
absence, suspension, termination, inconvertibility of community dollars or lack of
availability of foreign currencies; (e) the closure of ports, docks, terminals or other
shipping or navigation assistance or complements; (f) any change in the Law,
including the imposition or adoption of new or modified import or export
restrictions or restrictions. Controls by any applicable government authority;
provided that Force Majeure shall not include any failure or delay of a supplier or
contractor of a Party, except to the extent resulting from any of the foregoing
causes. Without limiting the foregoing, provided that the ownership or control of
the buyer is in the hands of the Government, nor the binding order of any court or
governmental authority, the failure of any governmental authority, nor any other
governmental or judicial action will be invoked as Force Majeure by the Buyer.
“Forced Shutdown” shall mean an interruption of the Project's generating capacity
that is not the result of (i) a request by the Buyer in accordance with Article 5.5;
(ii) Scheduled Maintenance; (iii) a Force Majeure event or occurrence; either

(iv) a reduction in accordance with article 4.1.4 or 4.1.5. “Buyer” will mean the
Production Cooperative, Electrical Works of the Dominican Republic. “Indemnified
Party” will have the meaning specified in Article 9.2 “Initial Delivery Date” will
mean the first date on which the Project is synchronized with the purchaser's
Electrical Transmission System and the start of regular delivery of electrical
energy. in accordance with the terms hereof, or if Buyer's Interconnection
Facilities are not capable of accepting electrical power from the Project on the
Projected Initial Delivery Date, then the Initial Delivery Date will be deemed to
have occurred on the Projected Initial Delivery Date. The date and Demonstrated
Power will be considered 7,000 KW. “Maintenance Program” will have the meaning
specified in Article 5.4.

“New Agreement” shall have the meaning specified in Article 7.2 “Year of
Operation” shall mean (i) for the first of such years, the period beginning with the
Initial Year Delivery Date and ending on the date immediately preceding the first
anniversary of the same and (ii) thereafter, during the term of this Agreement, the
period beginning on each anniversary of the Initial Delivery Date and ending on
the date immediately preceding the next anniversary of such date “Parties” shall
mean Buyer and Seller “Party” means Buyer and Seller

1.2.2- Capitalized terms used in this Agreement will have the meaning specified in
this Article;

1.2.3- The singular will include the plural and the masculine will include the
feminine and the neuter, as the context requires;

1.2.4- References to “Articles”, “Your Articles”, “Lists” or “Annex” will be made to

Articles, Annexes or annexes to this Agreement and references to paragraphs will
be separated paragraphs of the article or sub-article in the one to which the
reference is made, unless otherwise indicated. Expressly provided;

1.2.5- The titles of the Articles in this document have been inserted for ease of
reference. only, and shall not control or affect the meaning or construction of any
of the terms or provisions hereof.
1.2.6- All references to a particular entity will include a reference to the successor
of said entity and permitted assignments.

1.2.7- The words “hereinafter”, “hereinafter” and “hereinafter” shall refer to this
Agreement in its entirety and not to any particular article or sub-article of this
Agreement, and the words "includes” “Included” Shall mean “including, but not
limited to”; all references herein to any agreement shall refer to such agreement as
amended and supplemented or modified up to the date of reference; and all
references herein to any statute, legal ordinance, decree, rule or regulation of any
governmental body shall be subject to such statute, law, ordinance, decree, rule or
regulation in effect on the date hereof, and without regard to any amendment,
repeal or replacement thereof.

ARTICLE 2. REPRESENTATIONS AND WARRANTIES

2.1- DECLARATIONS AND WARRANTIES OF THE BUYER:

Buyer makes the following representations and warranties to Seller, each of which
is true and correct as of the date hereof:

2.1.2- The Buyer is a Company duly incorporated, in force and in compliance with
all the requirements of the Companies Law and all other applicable laws of THE
REPUBLIC OF ST KITTS.

2.1.3- The Buyer has all the power and authority necessary to enter into and
execute this Agreement and to carry out the transactions contemplated herein.

2.1.4- The execution, delivery and performance of this Agreement by the Buyer
have been duly authorized by, or are in accordance with, its authoritative and
organizational documents; this Agreement has been duly executed and delivered
by the signatories so authorized; and this Agreement constitutes your legal, valid
and binding obligation.

2.2.5- As of the date hereof, and unless disclosed, no claim, action or arbitration,
administration or other proceeding is pending or threatened against Seller than as
of the date hereof, and unless disclosed , no claim, action or arbitration, nor any
legal, administrative or other proceeding is pending or has been threatened
against Seller that would affect the validity or enforceability of this Agreement or
Seller's ability to perform its commitments hereunder, or that could result in a
material adverse change in the Seller's business or financial condition.
2.2.6- Seller does not infringe, breach or violate any statute, law, ordinance, decree,
rule or regulation of any governmental body, or the provisions of any franchise or
license, or in breach, default or violation of any provision of any promissory note,
indenture or any evidence of indebtedness or security, but not limited to, lease,
contract, license or other agreement by which it is bound, if such breach, default or
violation may result in a material adverse effect on the business or financial
condition of the Seller; and the execution and delivery of this Agreement and your
performance of your obligations hereunder shall not constitute or give rise to such
breach, default or violation.

ARTICLE- 3.- REVIEW OF DEADLINES AND PRICES

3.1 GENERALITIES

The Term shall begin on the date hereof until twenty-five (25) years after the
Initial Date. Delivery Date, and will continue until the Scheduled Completion Date
unless earlier terminated in accordance with the terms hereof.

3.2- REVIEW TERMS

In consultation with the Electrical Production Cooperative, this Agreement will be subject
to a review every five (5) years (in accordance with Article 3.3.1) to monitor
compliance with this Agreement from the Initial Delivery Date.

3.3- PRICE REVIEW

Without prejudice to the provisions of article 3.1 and article 4, the Energy
Paymentwill be fixed for a period of five (5) years after the date of commercial
operation at the rates agreed herein. Upon expiration of the aforementioned five
(5) year period, the Energy Payment will be negotiated between the parties.
However, at the end of Year Five (5), any price. The adjustment must be agreed
upon by both Parties.

3.3.2- The Energy Payment will be subject to review in the event that there is any
Change in Law. For the purposes of this article, "change in law" will mean any
change, introduction or change in the implementation of any law, regulation,
directive , requirement or instruction. whether there will still be a “change in law”
that results in the seller suffering additional costs or expenses. related to the
production of electricity, the Energy Payment will be adjusted with effect from the
date such "Change in Law" came into effect in a manner to compensate Seller for
such change in law.
3.4- RENEWAL

Upon expiration of the Term, this Agreement shall be renewable by mutual

agreement. of the parts.

3.5- PRECEDING CONDITIONS

This Agreement will be legally binding as of the date hereof; provided, however,
that the obligations of the Parties under this Agreement are expressly subject to
the fulfillment of each of the conditions listed below; and provided that the Parties
may waive such conditions. In the event that any of such conditions are not met by
one of the Parties, the other Party may terminate this Agreement without any
further obligation.

3.5.1- No later than six (6) months from the signing of this Agreement, the Seller
will execute a Contract for the supply and transportation of municipal solid waste
(MSW) necessary for the operation of the project.

3.5.2- No later than six (6) months from the signing of this Agreement, the Seller
shall, with the assistance of the Buyer, obtain all necessary permits and approvals
from the relevant authorities Government Authorities for the construction and
operation of the project, all on terms satisfactory to the parties.

3.5.3 No later than three (3) months after the signing of this Agreement, the
Government of

Dominican Republic and the Board of Directors of the Buyer will have approved
this Agreement, on terms and conditions satisfactory to the Parties.

3.5.4- No later than nine (9) months from the signing of this Agreement, the Seller
will assure the Buyer that the EPC Contract and the Financing Agreements for this
Project have come into force.

3.5.5- The Seller must have signed a Site Lease Agreement to the satisfaction of the
Buyer.

3.5.6- No later than six (6) months from the signing of this Agreement, the Seller
will have constituted and authorized an operating company under the laws of the
Dominican Republic.

3.5.7- No later than three (3) years after the signing of this Agreement, the Seller
will ensure that the Fund is fully and commercially operational.
3.6- SURVIVAL

The applicable provisions of this Agreement shall continue in effect after the
expiration of the initial term or any renewal of this Agreement, to the extent
necessary to provide for billing and adjustment, and to make other appropriate
arrangements hereunder.

ARTICLE- 4.- PURCHASE AND SALE OF ELECTRICAL

4.1- PURCHASE AND SALE

4.1.1- Subject to the terms, conditions and exceptions established in this

Agreement, from the beginning Delivery Date, the Seller agrees to sell and the
Buyer agrees to purchase and make payment, at the price determined herein, the
Delivery Energy produced by the project. For the term of this Agreement, and
subject to the provisions contained in this Agreement, the Project shall be operated
steadily and uninterruptedly.

4.1.2- Without prejudice to the obligation of the Seller to sell the electrical energy
generated by the Project to the Buyer and the Seller, without any payment to the
Buyer or any other penalty, will have the right to use sufficient energy from the
production of the Project as may be reasonable to supply the station with services
to the Project. Said energy will not exceed 5% if the total production of the Project,
on an annual basis and will not be paid by the Buyer.

4.1.3- In the event that the energy used by the services of the Project stations
during a period of one year exceeds 5% of the total production of the Project
during said period, the Seller will pay the Buyer at the end of the Operational Year
for excess consumption at the Capacity Payment rate.

4.1.4- Without prejudice to the Buyer's obligation to accept the electrical energy
produced by the Project, the Buyer may, without penalty, temporarily restrict the
acceptance of electrical energy from the Project, whenever there is a System
Emergency, and the acceptance of said output at that time will contribute to the
Emergency of the System. As soon as possible after such interruption, acceptance
of electrical power, Buyer must inform Seller that said System Emergency has
occurred.

4.1.5- Without prejudice to the Seller's obligation to deliver the electrical energy
produced by the Project to The Buyer and the Seller may, without penalty,
temporarily restrict the production or delivery of electrical energy. of the Project
whenever a System Emergency exists, and the continued production or delivery of
electrical energy at that time would contribute to the system emergency or
damage.

or otherwise threaten the Project. As soon as possible after a temporary measure

of this type. Reduction of electrical power, the Seller must inform the Buyer that
said System Emergency has occurred.

4.1.6- In the event of restriction of the acceptance or delivery of electrical energy in

accordance with this Article, the Parties will use their best efforts to promptly
correct the System Emergency, and to resume the delivery and receipt of electrical
energy from the Project.

4.2- PRICE

4.2.1- On the Initial Delivery Date, the Buyer will be responsible for paying for the
electrical energy produced by the Project, measured at the metering point as
described in Appendix B of the Agreement.

4.2.2- On the Initial Delivery Date, the Buyer must pay for the electrical energy
generated by the Project and measured at the Delivery Point at the agreed rate of.

$0.11.50 cents per kWh set for five (5) years after the commercial date of
operation, but according to Article 4.1.1 and 5.3.5, on a monthly basis.

4.2.3- ENERGY PAYMENT

The Energy Payment for each Billing Month will consist of the total amount of
electrical energy generated by the Project and measured at the Delivery Point.

4.3 BILLING

4.3.1- The Seller will read its meters on the first day of each calendar month. The
amount of electricity delivered to Buyer during the current Billing Month will be
determined from such readings. Invoices for amounts due hereunder shall be
delivered by Seller no later than the tenth (tenth) day of each calendar month and
shall incorporate such information as may reasonably be necessary or desirable to
determine payments for electrical energy delivered.

4.4- PAYMENT AND INTEREST

4.4.1- Payment All payments indicated as due on an invoice will be due and
payable no later than sixty (60) days after receipt.
4.4.2- Interest of any Party does not pay all or part of the undisputed invoiced
amounts within the period established in Article 4.4.1- hereof, said Party will owe
interest on the unpaid part of the bill that the Interest will accrue at a rate of 0.05%
from the due date until payment.

4.4.3- CURRENCY

All payments indicated as due on an invoice will be paid by Buyer in EC dollars.

The value of the EC dollar will be linked to the international exchange rate of the
EC dollar. Against the US dollar published by the Central Bank of ST Kitts.

ARTICLE- 5.- DELIVERY OF POWER

5.1 ELECTRICAL CHARACTERISTICS

The electrical power to be supplied hereunder shall be in the form of fifty (50)
Hertz three-phase power. Alternating current, at a nominal voltage of 33 kV.
Momentary voltage fluctuations will be permitted, provided they are within the
limits of 33 kV 5%, ensuring that they neither disrupt the service provided by
Buyer to its customers nor hinder Buyer in maintaining voltage conditions.

5.2- DELIVERY POINT

The Delivery Point will be located within the limits of the Facility as will be more
fully established in Annex 1. Other Delivery Points may be established by mutual
agreement of Buyer and Seller. Title of all energy delivered to Buyer hereunder,
and entire liability therefor and risk of loss with respect thereto, shall pass to and
vest in Buyer at the Delivery Point.

5.3- SHIPPING

5.3.1- Subject to the terms hereof, and except during periods when Seller is
performing Maintenance in accordance with Article 5.4, Buyer shall have the right
to ship the Project.

5.3.2- At least ten (10) days prior to the first day of each month, beginning with the
month of initial projected delivery date, Buyer shall provide Seller with a projected
load profile indicating the anticipated level of operation for the Project. for each
hour of the following month. The buyer must review the projected load profile, if
necessary, before 12:00 p.m. each Friday during the seven-day period beginning
the following Monday. Buyer shall use its Best Efforts to ship the Project in
accordance with the projected loading profile, provided, however, that the actual
shipping schedule may differ from the projected loading profile, provided that
Buyer's shipping requests comply with the requirements of Article 5.3.

5.3.3- The Seller will control and operate the Project in accordance with the
Buyer's shipping instructions. Subject to the following limitations: Buyer will not
request that Seller operate:

5.3.3.1- If and when the Buyer has not fulfilled its payment obligations under this
Contract and 2 invoices (consecutive or not) are not paid.

5.3.3.2- If and when the operational limits proposed in Appendix C of the

Agreement
They are surpassed.
5.3.4 - Buyer shall submit no more than 7800 hours in any twelve month period.
The buyer must take or pay a minimum contractual amount of 13,650 MWh per
quarter. In meeting this minimum purchase obligation, Buyer will not ship the
Project in a manner that is inconsistent with the limitations set forth in this article.

5.3.5- If the Buyer takes less than the minimum contractual amount of 13,650
MWh per quarter due to the fault of the Buyer, the Buyer must, in addition to its
payment obligations, pay a penalty the difference between the contractual
minimum and the actual energy delivered.

5.3.6- In the event that the Seller does not produce the minimum contractual
quantity of 13,650 MWh per quarter due to the Seller's fault, the Seller must pay, as
a penalty, the difference between the contract and the minimum and equivalent
energy.

5.4.- MAINTENANCE

5.4.1 Seller may schedule up to Twenty (20) days of Scheduled Maintenance for the
Project each year.

5.4.2 Seller shall submit to Buyer, no later than the first day of November of each
year, a schedule (the “Maintenance Schedule”) describing the proposed availability
of the Project for each month of the twelve (12) month period. which begins in
January of the following year; provided, however, that the Maintenance Schedule
for the remainder of the calendar year in which the Initial Delivery Date occurs
shall be submitted no later than the thirtieth (30th) day before the Projected Initial
Delivery Date. The Maintenance Schedule shall indicate the preferred dates and
duration of all scheduled maintenance, and the range of time periods within such
Scheduled Maintenance shall be performed in accordance with the Manufacturer's
specification for the project.

5.4.3- The Buyer must notify the Seller in writing if the Maintenance Program
periods requested in the maintenance program are acceptable. Buyer shall have
the right to request Seller to perform scheduled maintenance during periods other
than those indicated in the Maintenance Schedule, provided that the periods
specified by Buyer are as close as reasonably possible to the periods requested by
Seller, it shall have the right same duration as the periods requested by Seller, will
be within the range of time periods identified by Seller as the range of time periods
within which such Scheduled Maintenance must be performed in accordance with
the manufacturer's specifications for the Project, and will not impose additional
costs on the seller, including additional labor costs.

5.8 RIGHTS TO OBSERVE TESTS AND CORRECTIONEach Party shall have the
right to have a representative present at any time the meters are to be tested or
corrected.

ARTICLE- 6.- RIGHTS AND OBLIGATIONS

6.1 OBLIGATIONS OF THE SELLER

THE SELLER MUST:

6.1.1- Own, operate and maintain the Project and Seller's Interconnection Facilities
in accordance with prudent public utility practices.

6.1.2- Use its best efforts to obtain all approvals, authorities, authorizations,
licenses, leases, easements, rights of way, permits and franchises whether
corporate, governmental or otherwise, necessary for the operation of the Project.

6.1.3- Make their best efforts to notify the Buyer in advance in the event of an
interruption in the delivery of electrical energy or a significant variation in the
amount of electrical. energy delivered. The Seller will make every effort to avoid
unnecessary interruptions in the delivery of electrical energy.

6.1.4- Allow duly accredited representatives of the Buyer to have access to the
Project, upon prior notice and during normal business hours, to carry out
inspections and obtain required information in relation to this Agreement.

While on the Project, such representatives shall observe such safety precautions as
may be required by the Seller and shall conduct themselves in a manner that does
not interfere with the operation of the Project.
6.1.5- Designate one or more representatives (each a “Designated Representative”)
to maintain communications with the buyer's designated representatives and to
facilitate coordination between the Buyer and the Seller during the term of this
Agreement.

6.2.- OBLIGATIONS OF THE BUYER, THE BUYER MUST:

6.2.1- Construct, operate and maintain Buyer's Interconnection Facilities at its own
expense in compliance with all applicable government requirements and in
accordance with Prudent Utility Practice. Buyer shall ensure that its
Interconnection Facilities are complete and capable of accepting electrical power
from the Project prior to the Projected Initial Delivery Date.

6.2.2- Cooperate and assist the Seller in obtaining approvals, authorities,

authorizations, licenses, leases, easements, rights of way, permits and franchises,
whether corporate, government or otherwise, necessary for the operation of the
Project.

6.2.3- Designate one or more representatives (each a “Designated Representative”)

to maintain communications with the seller's designated representative and to
facilitate coordination between Buyer and Seller during the term of this
Agreement.

6.2.4-Provide electrical power to the Seller during scheduled and unscheduled

outages in the project. in accordance with the rate then approved by Buyer, or such
other scheduled rate as the Parties may mutually agree.

6.2.5- If, at any time during the term of this Agreement, Seller is required to obtain
emissions credits or offsets with respect to the operation of the Project, either (a)
provide such offsets or credits to Seller at no cost to Seller , or (b) reimburse Seller
for Seller's actual cost of obtaining such compensation or credits.

6.2.6- Take or Pay the minimum contractual quarterly electrical production of

13,650 MWh in accordance with Article 5.3.5.

ARTICLE 7 SALE, TRANSFER OR ASSIGNMENT

7.1 GENERALITIES

Except as provided in Article 7.2, this Agreement may not be assigned by either
party without the written consent of the other Party, whose consent will not be
unreasonably withheld, and the written agreement of the assignee by which such
assignee assumes and accepts expressly to perform any and all obligations under
this Agreement, and any assignment in violation hereof will be null and void;
provided, however, that either Party may assign this Agreement to an Affiliate or
any purchaser of all or a substantial portion of its properties without such consent
or such assumption and agreement, provided that the assigning Party remains
bound for full performance. of the assignor's obligation under this Agreement.

7.2- FINANCE ALLOCATIONS

Seller shall have the right to assign this Agreement to any lender that provided
construction. or term financing, or refinancing of such financing for the Project. If
Seller assigns this Agreement, so long as such assignment, or any consolidation,
modification or extension of such assignment remains pending, the following
provisions shall apply: apply.

7.2.1- Provided that Buyer has received written notice of such assignment, Buyer
shall, upon delivering to Seller any notice of default pursuant to any provision of
this Agreement, also deliver a copy of such notice to the assignee under of the
assignment, to the address provided in the notice mentioned above. No notice of
default by Buyer hereunder shall be deemed to have been duly given unless and
until a copy thereof has been delivered.

7.2.2-From the date on which said notification has been delivered to an assignee,
said assignee must have the same period to cure or initiate the cure of any alleged
breach, or causing the same claim or action after receipt of knowledge or actual
information by the Indemnified Party of any possible claim or the initiation of said
claim or action, a period that in no event will be later than the lesser of (i) fifteen
(15) business days before the last day to respond to said claim or action or (ii) one-
half of the period permitted to respond to such claim or action. The Indemnifying
Party shall have no liability under this Article for any claim or action for which
such notice is not provided, unless the failure to provide such notice would not
prejudice the Indemnifying Party.The Indemnifying Party.

of 30 days begins, and thereafter proceeds with all due diligence, to correct the
fact, circumstance or condition that constitutes the subject of such representation
or warranty, such period shall be extended by any additional period necessary for
the Buyer to correct the same with all due diligence. (ii) Said Cure eliminates any
adverse effect on the Seller of said fact, circumstance or condition. Otherwise.

10.6- ARBITRATION
10.6.1- Any dispute of any kind or nature between the Parties arising out of or in
connection with this Agreement (the “Dispute”) shall be submitted to arbitration in
accordance with the procedures established in this Article and in accordance with
the Arbitration Rules of the ICC London (as these may be amended from time to
time). If and to the extent that the provisions of this Article are inconsistent with
the ICC London Rules, the provisions of this Article shall prevail in any arbitration
proceedings.

10.6.2- EITHER OF THE PARTIES. You may request arbitration in writing from
the other Party, establishing the nature of the Dispute, the amount involved, if
applicable, the remedies requested, and the name of the arbitrator designated by
the Party requesting arbitration. Copies of said notification will also be sent.
Awarded to the English Arbitration Association as required by the ICC London
Rules.

10.6.3- The demand for arbitration shall be made within a reasonable time after
the Dispute arises and in no event shall it be made when a legal or equitable
proceeding is initiated based on which such dispute would be precluded by the
applicable statute of limitations.

10.6.4- Within (10) days after any demand for arbitration pursuant to Paragraph
(b), the other Party shall appoint its arbitrator, or failing that, such arbitrator shall
be appointed in accordance with the ICC. London rules. The two arbitrators so
selected shall appoint a Third Arbitrator within seven (7) days after the selection
of the second arbitrator from the National Panel of Arbitrators of the English
Arbitration Association or, in the absence of Agreement on a third arbitrator by the
two arbitrators as well designated, a third arbitrator will be appointed in
accordance with the ICC London Rules. At least one of the three arbitrators
appointed or appointed pursuant to this Paragraph shall be an attorney.

10.6.5- The arbitration hearing will be held in Santo Domingo and will begin no
later than one hundred and twenty (120) days after the date of the original claim
pursuant to paragraph (b). The arbitrators' award will be made no later than thirty
(30) days after the closing date of the hearing, or if the oral hearing has been
waived, after the date of transmission of the final statements and evidence to the
arbitrators. ; demonstrated, however, that in no event will the award be made no
later than one hundred eighty (180) days after the date of the original award,
demand for arbitration under paragraph (b).
10.6.6- In the event that the arbitrators find a breach of the terms and conditions of
this Agreement to have occurred and continue, the arbitrators will have express
authority to order the payment of damages to compensate the Party.

f 30 days begins, and thereafter proceeds with all due diligence, to correct the fact,
circumstance or condition that constitutes the subject of such representation or
warranty, such period shall be extended by any additional period necessary for the
Buyer to correct the same with all due diligence. (ii) Said Cure eliminates any
adverse effect on the Seller of said fact, circumstance or condition. Otherwise.

10.6- ARBITRATION

10.6.1- Any dispute of any kind or nature between the Parties arising out of or in
connection with this Agreement (the “Dispute”) shall be submitted to arbitration in
accordance with the procedures established in this Article and in accordance with
the Arbitration Rules of the ICC London (as these may be amended from time to
time). If and to the extent that the provisions of this Article are inconsistent with
the ICC London Rules, the provisions of this Article shall prevail in any arbitration
proceedings.

10.6.2- EITHER OF THE PARTIES. You may request arbitration in writing from
the other Party, establishing the nature of the Dispute, the amount involved, if
applicable, the remedies requested, and the name of the arbitrator designated by
the Party requesting arbitration. Copies of said notification will also be sent.
Awarded to the English Arbitration Association as required by the ICC London
Rules.

10.6.3- The demand for arbitration shall be made within a reasonable time after
the Dispute arises and in no event shall it be made when a legal or equitable
proceeding is initiated based on which such dispute would be precluded by the
applicable statute of limitations.

10.6.4- Within (10) days after any demand for arbitration pursuant to Paragraph
(b), the other Party shall appoint its arbitrator, or failing that, such arbitrator shall
be appointed in accordance with the ICC. London rules. The two arbitrators so
selected shall appoint a Third Arbitrator within seven (7) days after the selection
of the second arbitrator from the National Panel of Arbitrators of the English
Arbitration Association or, in the absence of Agreement on a third arbitrator by the
two arbitrators as well designated, a third arbitrator will be appointed in
accordance with the ICC London Rules. At least one of the three arbitrators
appointed or appointed pursuant to this Paragraph shall be an attorney.
10.6.5- The arbitration hearing will be held in Santo Domingo and will begin no
later than one hundred and twenty (120) days after the date of the original claim
pursuant to paragraph (b). The arbitrators' award will be made no later than thirty
(30) days after the closing date of the hearing, or if the oral hearing has been
waived, after the date of transmission of the final statements and evidence to the
arbitrators. ; demonstrated, however, that in no event will the award be made no
later than one hundred eighty (180) days after the date of the original award,
demand for arbitration under paragraph (b).

10.6.6- In the event that the arbitrators find a breach of the terms and conditions of
this Agreement to have occurred and continue, the arbitrators will have express
authority to order the payment of damages to compensate the Party.

f any provision of this Agreement is determined to be unenforceable, void or

otherwise contrary to law, such condition shall in no way operate to render any
other provision of this Agreement unenforceable, void or contrary to law, and this
Agreement shall continue in effect in accordance with the remaining terms and
provisions hereof, unless such condition defeats the purpose or intent of this
Agreement.

In the event that any provision, or portion or application thereof, of this Agreement
is held to be unenforceable or invalid by any court of competent jurisdiction, Seller
and Buyer will negotiate in good faith to attempt to implement an equitable
adjustment to the provisions. of this Agreement in order to effectuate the purposes
of this Agreement.

12.11- DAMAGE OR DAMAGE

12.11.1- This Article will apply in the event that all or part of the Project, the Seller

The interconnection facilities, the Buyer's interconnection facilities or the Project

site are expropriated, appropriated or destroyed.

12.11.2- If expropriation, appropriation, damage or destruction prevents Seller, in

its sole discretion, from fulfilling its responsibilities under this Agreement, or
materially increases Seller's cost to fulfill such responsibilities, Seller must notify
Buyer the reason why expropriation, appropriation, damage or destruction
prevents the Seller from fulfilling its responsibilities under this Agreement, or
materially increases the cost of the Seller to fulfill such responsibilities, and the
Parties will negotiate in good faith for a period of thirty (30) days to Attempt to
modify this Agreement to compensate Seller for any increase in the costs of
performing its responsibilities under this Agreement. If the Parties are unable to
reach an agreement, Seller shall have the option to terminate this Agreement
without liability to Buyer, which option shall be exercised within thirty (30) days
following: (i) the effective date of such date. , whichever occurs later expropriation,
appropriation, damage or destruction, or (ii) the termination of any negotiations
undertaken pursuant to the preceding sentence.

12.11.3- If the proceeds obtained as a result of the expropriation, appropriation,

damage or destruction, including the insurance proceeds, are insufficient to allow
the Project to begin, to reconstruct the Project to a condition that allows the Seller
to fulfill its responsibilities in Under this Agreement, Seller will notify Buyer of the
amount by which the cost of rebuilding the Project to a condition that will enable
Seller to meet its responsibilities under this Agreement exceeds the proceeds
obtained as a result if the expropriation, appropriation, damage or destruction, and
the Parties will negotiate in good faith for a period of thirty (30) days to attempt to
modify this Agreement to compensate Seller for the amount of such excess. If the
Parties cannot reach an agreement, the Seller shall have the option to terminate
this Agreement without liability to the Buyer, which option will be exercised
within thirty (30) days following: (i) the date on which the product amount
interests. If Seller does not terminate this Agreement in accordance with
paragraphs (a) or (b), Seller will use the proceeds received as a result of such
expropriation, appropriation, damage or destruction, to the extent necessary, to
repair or reconstruct the Project to a condition as close as possible to its condition
prior to such expropriation, damage by appropriation or destruction, provided that
such income is sufficient to complete such Repair or Reconstruction.

12.12- ADDITIONAL GUARANTEES

Upon request of either Party, the other Party will negotiate in good faith and
execute such definitive documents or such as may be necessary from time to time
to reflect the matters set forth herein below.

12.13- SUCCESSORS AND ASSIGNS

Except to the extent otherwise provided herein, all rights, benefits, duties,
responsibilities and obligations of the Parties under this Agreement shall inure to
the benefit of and be binding upon their respective successors and permitted
assigns.

DONE, REDACTED AND READ ALOUD, in two originals, one in the English
language and the other in Spanish, one for each of the appearing parties, the
Municipality of Santo Domingo Este, Province of Santo Domingo, proceeded to sign,
in my presence, Dominican Republic. on the Four (4) days of the month of
September of the Year Two Twenty-Three (2023).

______________________________________ ____________________________________
EUGENIO ZABALA REINA NARCISA ZABALA
Rep. (NAANOVO ENERGY GENE SRL) Rep. (COOPCFIASA) INC.

I, LICDO. JESUS MARTE, Notary Public Lawyer of the number of the National
District, Dominican, of legal age, Single, provided with the registration of the
Dominican College of Notaries Public number 5552, provided with the Identity and
Electoral Card Number 001-0555902-5, with open professional studio on av.
March 30 No. 11, Second Level Sector San Carlos, National District, I CERTIFY AND
FAITH, that the signatures stamped on this document are the same ones used in all
documents of public and private life, signed in two originals, one in English and the
other in Spanish, original languages of the Contracting Countries, Messrs. REINA
NARCISA ZABALA, Legal Representative, of the Cooperative of Production,
Electrical Works and Multiple Services, Los Coquitos, Carillons and Isabelita
(COOPCFIASA) INC. EUGENIO ZABALA Legal Representative (NAANOVO ENERGY
GENE SRL), In the City of Santo Domingo de Guzman, National District, Capital of
the Dominican Republic, on the Four (4) days of the month of September of the
Year Two Twenty-Three (2023).

_________________________________________
LICDO. JESUS MARTE
Public notary