APPENDIX M

IMPLEMENTATION AGREEMENT

between

[INSERT PROJECT COMPANY NAME]

as the Seller

and

THE DEPARTMENT OF ENERGY

as the DoE

pursuant to the

RENEWABLE ENERGY INDEPENDENT POWER PRODUCER

PROCUREMENT PROGRAMME
TABLE OF CONTENTS

1. DEFINITIONS AND INTERPRETATION ......................................................... 3

2. DEVELOPMENT FEE ................................................................................... 12
3. TERM ............................................................................................................ 12
4. PROJECT SITE ............................................................................................ 13
4.1 DoE's inspection rights .......................................................................... 13
4.2 Land use authorisations ........................................................................ 13
5. TESTING AND COMMISSIONING ............................................................... 14
6. GOVERNMENT SUPPORT .......................................................................... 14
7. EMISSION CREDITS .................................................................................... 15
8. REFINANCING ............................................................................................. 15
9. NOTICES ...................................................................................................... 16
10. CONSEQUENCES OF A COMPENSATION EVENT .................................... 17
11. TERMINATION ............................................................................................. 18
11.1 No Termination ...................................................................................... 18
11.2 Termination for Seller Default ................................................................ 18
11.3 Termination for Government Default ..................................................... 18
11.4 Termination for Corrupt Acts ................................................................. 19
12. COMPENSATION ON TERMINATION FOR GOVERNMENT DEFAULT ..... 21
13. ECONOMIC DEVELOPMENT OBLIGATIONS ............................................. 24
13.1 General Obligations ............................................................................... 24
13.2 Termination Points ................................................................................ 24
14. GENERAL SELLER UNDERTAKINGS ......................................................... 25
15. ASSIGNMENT .............................................................................................. 26
16. CHANGES IN CONTROL AND BLACK EQUITY .......................................... 26
17. FAST TRACK DISPUTE RESOLUTION ....................................................... 27
18. DISPUTE RESOLUTION .............................................................................. 28
18.1 Referable Disputes ................................................................................ 28
18.2 Internal Referral..................................................................................... 28
18.3 Performance to Continue....................................................................... 29
18.4 Litigation ................................................................................................ 29
19. LIABILITY ...................................................................................................... 29
19.1 Direct losses .......................................................................................... 29
19.2 Mitigation ............................................................................................... 30
20. CONFIDENTIALITY ...................................................................................... 30
20.1 Confidential Information......................................................................... 30
20.2 Exclusions to Confidential Information................................................... 30
20.3 Permitted disclosure of Confidential Information ................................... 30
20.4 Ownership and treatment ...................................................................... 31
21. GOVERNING LAW AND JURISDICTION ..................................................... 31
22. NOTICES ...................................................................................................... 32
23. WARRANTIES .............................................................................................. 33
24. MISCELLANEOUS ........................................................................................ 35

SCHEDULE 1 DETAILS OF THE PROJECT AND FACILITY 40

SCHEDULE 2 ECONOMIC DEVELOPMENT OBLIGATIONS 41
Annex 1 Form of Economic Development Matrix 71
Annex 2 Job Creation Obligations 72
Annex 3 Local Content Element Obligations 74
Annex 4 Ownership Element Obligations 75
Annex 5 Management Control Element Obligations 77
Annex 6 Preferential Procurement Element Obligations 78
Annex 7 Enterprise Development Element Obligations 79
Annex 8 Socio Economic Development Element Obligations 80
Annex 9 Economic Development Weights and Scaling Factors 81
Annex 10 Quarterly Obligations 84
Annex 11 Form of Economic Development Plan 87
SCHEDULE 3 COMPLETION MILESTONES 88
SCHEDULE 4 DIRECT AGREEMENT 89
SCHEDULE 5 FINANCIAL MODEL 90
SCHEDULE 6 PROJECT DOCUMENTS 91

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PREAMBLE:

THIS RENEWABLE ENERGY IPP IMPLEMENTATION AGREEMENT (this

"Agreement") is made by and between:

(1) [INSERT NAME OF SELLER (PROJECT COMPANY)], a limited liability

company (Registration No. [●]) incorporated under the laws of South Africa and
having its principal place of business at [●] in the Republic of South Africa (the
"Seller"); and

(2) THE DEPARTMENT OF ENERGY (the "DoE");

(together, the "Parties", and "Party" shall mean either of them).

RECITALS:

(A) The Seller has been, or expects shortly to be granted, and currently holds, or
expects shortly to hold, an electricity generation licence permitting it to operate,
generate and sell energy from a [●] MW [wind / photovoltaic / concentrated solar
power / small hydro / landfill gas / biomass / biogas] electricity generation facility
located at [insert general location of the Facility].

(B) The Seller has been authorised to enter into a Power Purchase Agreement ("the
PPA") with Eskom Holdings SOC Limited as the Buyer ("the Buyer") following the
Seller's selection by the DoE pursuant to the Renewable Energy Independent
Power Producer ("IPP") procurement programme ("IPP Programme") conducted
under Request for Proposals number DOE/003/13/14.

(C) The DoE and the Seller have agreed that the Seller shall undertake the Project
upon and subject to the terms and conditions of this Agreement and the PPA.

THE PARTIES AGREE as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement the following capitalised words and expressions shall have
the following meanings (and cognate expressions shall have corresponding
meanings):

"Achieved Capacity" has the meaning given to it in the PPA;

"Affiliate" has the meaning given to it in the PPA;

"Agreed Form" has the meaning given to it in the PPA;

"Agreed Interest Rate" has the meaning given to it in the PPA;

"Assign" shall have the meaning given to it in clause 15 (Assignment) and the
term "Assignment" shall be construed accordingly;

"Bi-quarterly Economic Development Performance" has the meaning given

to in it Clause 8.2 of Schedule 2 (Economic Development Termination Points);

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 "Black Enterprise" means a legal entity with fifty point one per cent (50.1%)
or more of its equity owned by Black People and participation in its board of
directors controlled by Black People;

"Black People" refers to Africans, Coloureds and Indians, limited to those who
are Citizens;

"Business Day" has the meaning given to it in the PPA;

"Capacity" has the meaning given to it in the PPA;

"Capital Expenditure" has the meaning given to it in the PPA;

"Change in Control" means any change whatsoever in Control, whether

effected directly or indirectly, excluding any change of Control in respect of a
company listed on a stock exchange;

"Citizens" means people who have obtained citizenship of the Republic of

South Africa by birth, descent or naturalisation in terms of the South African
Citizenship Act No. 88 of 1995;

"Claims" has the meaning given to it in the PPA;

"Codes" has the meaning given to it in the PPA;

"Commercial Energy" has the meaning given to it in the PPA;

"Commercial Energy Payment" has the meaning given to it in the PPA;

"Commercial Operation Date" means the date determined to be the

Commercial Operation Date in accordance with the PPA;

"Compensation Event" means:

(a) any material breach by the DoE of any of its obligations under this
Agreement (save for any breach that constitutes a Government Default), to
the extent in each case that the breach is not caused or contributed to by
the Seller or any Contractor; or

(b) [any Responsible Authority granting a right, licence, permit or authorisation

to a third party that directly affects the flow of water through any Unit or the
Facility (as the case may be), to the extent that such grant materially
adversely affects the ability of the Seller to perform any of its obligations or
exercise any of its rights under the PPA;] 1

"Conduit Shareholder" means an entity that is established for the purpose

only to hold Equity in the Seller, and or equity in other entities undertaking
projects similar to the Project;

1
Paragraph (b) of the definition of "Compensation Event" is applicable to small hydro Facilities only, and must be
deleted in respect of all generation technologies other than small hydro.

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"Consents" has the meaning given to it in the PPA;

"Construct" has the meaning given to it in the PPA;

"Contract Month" means a calendar month save that:

(a) the first Contract Month shall be the period from and including the
SignatureEffective Date up to and including the last day of the month
during which the SignatureEffective Date occurs; and

(b) the final Contract Month shall be the period from and including the first
day of the month during which the Termination Date occurs up to and
including the Termination Date;

"Contract Quarter" means the periods:

(a) 1 April to 30 June;

(b) 1 July to 30 September;

(c) 1 October to 31 December; and

(d) 1 January to 31 March,

during the Term. Should the SignatureEffective Date fall within any of the
periods referred to above (and not commence on 1 April, 1 July, 1 October or
1 January), then the first Contract Quarter shall commence on the
SignatureEffective Date and shall be the remaining portion of the Contract
Quarter in which the SignatureEffective Date falls, plus the next Contract
Quarter;

"Contract Year" means each twelve (12) Contract Month period commencing
at 00:00 hours on 1 April and ending at 24:00 hours on 31 March of the
following year provided that:

(a) the first Contract Year shall commence at 00:00 hours on the first day
after the SignatureEffective Date and shall end at 24:00 hours on 31
March of the following year; and

(b) the final Contract Year shall end at 24:00 hours on the Termination
Date;

"Contracted Capacity" has the meaning given to it in the PPA;

"Contractor" has the meaning given to it in the PPA;

"Control" means the power, directly or indirectly, to direct or cause the

direction of the management and policies of a person, whether through the
ownership of voting securities or any interest carrying voting rights, or to
appoint or remove or cause the appointment or removal of any directors (or
equivalent officials) or those of its directors (or equivalent officials) holding the
majority of the voting rights on its board of directors (or equivalent body),
whether by contract or otherwise, and "Controlled" shall be construed
accordingly;

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"Corrupt Act" means any offence in respect of corruption or corrupt activities
contemplated in the Prevention and Combating of Corrupt Activities Act No. 12
of 2004;

"DAFF" means the Department of Agriculture, Forestry and Fisheries;

"Debt" means, at any date, all amounts due and payable by the Seller that are
outstanding under the Financing Agreements at that date, excluding
Shareholder Loans or interest thereon and all default interest;

"Deemed Energy Payment" has the meaning given to it in the PPA;

"Direct Agreement" means the direct agreement entered into (or to be

entered into) between the Seller, the Buyer, the DoE and the Lenders (or their
agent) in relation to this Agreement and the PPA, substantially in the form set
out in Schedule 4 (Direct Agreement), as it may be amended from time to time
by agreement of the parties thereto;

"Distribution Agreement" has the meaning given to it in the PPA;

"Due Date" has the meaning given to it in the PPA;

"Early Operating Energy" has the meaning given to it in the PPA;

"Early Operating Energy Payment" has the meaning given to it in the PPA;

"Economic Development Obligations" has the meaning given to it in

Schedule 2 (Economic Development Obligations);

"Economic Development Sub-Elements" has the meaning given to it in

Schedule 2 (Economic Development Obligations);

"Effective Date" means the Signature Date;

"Encumbrance" means:

(a) any mortgage, pledge, lien, assignment or cession conferring security,

hypothecation, security interest, preferential right or trust arrangement
or other encumbrance securing any obligation of any person;

(b) any arrangement under which money or claims owed to, or for the
benefit of, a bank or other person, may be applied against or set off
against any other monies or claims owed by the relevant bank or other
person, or made subject to a combination of accounts so as to effect
discharge or settlement of any sum owed or payable to that bank or
other person; or

(c) any other type of preferential agreement or arrangement (including any

title transfer and retention arrangement), the effect of which is the
creation of a security interest;

"Encumbrance" has the meaning given to it in the PPA;

"Energy" has the meaning given to it in the PPA;

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"Energy Output" has the meaning given to it in the PPA;

"Equity" means the entire issued share capital of and Shareholder Loans to
the Seller;

"ERA" means the Electricity Regulation Act No. 4 of 2006, as amended or

replaced from time to time;

"Expected Equity Value" means, at any date, the net present value at that
date of the gross amount of any future dividends, interest and repayments of
loan principal or share capital that would have been paid in respect of Equity
from such date to the end of the Term, calculated in terms of clause 12.2
(Calculations);

"Expiry Date" has the meaning given to it in the PPA;

"Facility" has the meaning given to it in the PPA;

"Facility Completion" has the meaning given to it in the PPA;

"Facility Completion Form" has the meaning given to it in the PPA;

"Financial Model" means the financial base case for the Project as reflected
in the computer model attached to this Agreement on disk as Schedule 5
(Financial Model), which model incorporates the forecast cash flow statements
of the Seller including all expenditure, revenues, taxation and financing of the
Construction, Operation and Maintenance of the Facility together with the
income statements and balance sheets for the Seller over the Term, and
details of all assumptions, calculations and methodology used in the
compilation thereof;

"Financing Agreements" means:

(a) the agreements relating to the Debt listed in Schedule 6 (Project

Documents) in their form as at the Signature Date and excluding all
amendments thereto not approved in advance by the DoE; and

(b) any master agreement, confirmation, schedule or other agreement

entered into or to be entered into to comply with the provisions of the
agreements referred to in (a) in relation to the hedging of exposure to
interest rate changes and foreign currency exchange rate fluctuations
only;

"Force Majeure" has the meaning given to it in the PPA;

"GAAP" means generally accepted accounting practice in the Republic of

South Africa as approved from time to time by the South African Accounting
Practices Board;

"Government" has the meaning given to it in the PPA;

"Government Default" means any one of the following events:

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(a) an expropriation or nationalisation of a material part of the Facility
and/or shares of the Seller by the Buyer or any Responsible Authority;
or

(b) a failure by the DoE to honour any valid and proper request by the
Seller for payment under clause 6 (Government Support);

"Independent Expert" has the meaning given to it in the PPA;

"IRR" means the real post tax internal rate of return which a holder of Equity in
the Seller is, at the Signature Date, forecast in the Financial Model to achieve
on its investment in Equity over the Term;

"Law" has the meaning given to it in the PPA;

"Lender" means a bank, financial institution or other lender and its designated
successors and assigns, who is a party to any of the Financing Agreements
and provides financing to the Seller thereunder, provided that a lender who
holds equity in the Seller shall not be considered to be acting as a "Lender" to
the extent it provides the Seller with any financing, credit support or credit
enhancement in its capacity as a shareholder in the Seller;

"Maintain" has the meaning given to it in the PPA;

"Month" has the meaning given to it in the PPA;

"Notice of Commencement of Facility" has the meaning given to it in the

PPA;

"Notice of Commencement of Unit" has the meaning given to it in the PPA;

"Operate" has the meaning given to it in the PPA;

"Operating Period" has the meaning given to it in the PPA;

"Ownership Element Obligations" has the meaning given to it in

Schedule 2 (Economic Development Obligations);

"PPA" means the Power Purchase Agreement entered into between the Buyer
and the Seller on or before the Signature Date;

"PPA Compensation Event" means a "Compensation Event" as defined in

the PPA;

"PPA Payment" has the meaning given to it in clause 6 (Government

Support);

"Project" has the meaning given to it in the PPA;

"Project Data" has the meaning given to it in the PPA;

"Project Documents" means the contracts described in Schedule 6 (Project

Documents) relating to the Project, each executed by the parties thereto
simultaneously with this Agreement or otherwise in the Agreed Form;

8
"Project Site" means the site upon which the Facility is to be Constructed and
Operated as more fully described and defined in Schedule 1 (Details of Project
and Facility);

"Qualifying Financial Institution" means a bank as defined in section 1 of

the Banks Act, 1990, any pension fund or provident fund registered in terms of
the Pension Funds Act, 1956, any unit trust scheme as defined in section 1 of
the Unit Trusts Control Act, 1981, any long-term insurer as defined in section 1
of the Long-term Insurance Act, 1998, or any short-term insurer being a
person registered or deemed (in terms of the Short-Term Insurance Act, 1998)
to be registered as a short-term insurer in that statute, or any other entity that
the DoE agrees in writing is a Qualifying Financial Institution;

"Rand", "ZAR" and "Cent" mean the lawful currency of South Africa and
"Cent" is a one-hundredth (100th) part of one (1) Rand;

"Reasonable and Prudent Operator" has the meaning given to it in the PPA;

"Responsible Authority" has the meaning given to it in the PPA;

"Scheduled COD" has the meaning given to it in the PPA;

"Seller Default" has the meaning given to it in the PPA;

"Shareholder Loans" means at any date, in relation to any financing (other

than the share capital and share premium and the financing under a Financing
Agreement) made available for the Project by the Shareholders, all principal
unpaid at that date (including any interest which has been capitalised);

"Shareholders" means the holders of the Equity;

"Signature Date" means the date this Agreement has been duly executed by
each of the Parties;

"South Africa" or "RSA" means the Republic of South Africa;

"Special Loss" has the meaning given to it in the PPA;

"Success Payments" means all developers' fees, success fees, incentive

fees, participation fees, premia predicated on financial close or being
appointed preferred bidder in respect of the Project, and similar fees or premia
paid to any person by any person, whether or not the payer or payee is a
member of the consortium that formed the Seller, a developer of the Project, a
Shareholder, a Contractor or a third party, as well as all monies or fees or
premiums paid by way of dividend sharing, upside sharing or return sharing
paid by Shareholders to any other person (regardless of who they are), or any
payments of any similar nature or purpose, excluding any arranging fees,
underwriting fees and participation fees payable or paid to the Lenders directly
in respect of the Debt, and any success fees or arranging fees payable or paid
to advisors in respect of the Project, provided such fees paid to Lenders or
advisors are within the current market range of such fees;

"System" has the meaning given to it in the PPA;

9
 "System Event" has the meaning given to it in the PPA;

"System Operator" has the meaning given to it in the Codes;

"Term" has the meaning given to it in clause 3 (Term), as such period of time
may be amended or extended in accordance with the terms of the PPA;

"Termination Date" means the Expiry Date or the date of the earlier
termination of this Agreement in accordance with clause 11 (Termination);

"Termination Points" means those points to be incurred by the Seller in terms

of clause 13.2 (Termination Points) triggered by a failure on the part of the
Seller to meet its Economic Development Obligations as contained in
Schedule 2 (Economic Development Obligations);

"Termination Thresholds" means those thresholds referred to in Annex 9 of

Schedule 2 (Economic Weights and Scaling Factors);

"Total Project Cost" means:

(a) for the purposes of clause 2.1 (Development Fee), an amount equal to
the aggregate of the total Debt and Equity which is, as at the Signature
Date, forecast in the Financial Model to be contributed up to the
Commercial Operation Date; and

(b) for all other purposes, the total Capital Expenditure, forecast as at the
Signature Date, to be incurred up to the Commercial Operation Date by
the Seller in the design, construction, development, installation and/or
commissioning of the Project;

"Total Quarterly Economic Development Performance" has the meaning

given to in it Clause 8.2 of Schedule 2 (Economic Development Termination
Points);

"Transmission Agreement" has the meaning given to it in the PPA; and

"Unit" has the meaning given to it in the PPA.

1.2 Interpretation

In this Agreement, unless otherwise specified:

1.2.1 the index and headings of clauses of this Agreement are for ease of
reference only and shall be ignored in the interpretation and application of
this Agreement;

1.2.2 words importing the singular shall include the plural and vice versa and
words importing one gender shall include the other genders;

1.2.3 references to any Recital, clause, paragraph, Schedule or Annex are to

those contained in this Agreement, and references to a part of a
Schedule are to the part of the Schedule in which the reference is
relevant, and all Schedules and Annexes to this Agreement are an
integral part of this Agreement. If there is any conflict between the

10
 provisions of the main body of this Agreement and the provisions of any
of the Schedules or Annexes, the provisions of the main body shall
prevail;

1.2.4 unless otherwise specified, all references to any time shall be to the time
of day in Johannesburg, South Africa;

1.2.5 "person" includes a corporation, company, firm, government, state or

agency of a state or any association or partnership (whether or not
having separate legal personality) of any of the foregoing that is
recognised by Law as the subject of rights and duties, and references to
a "person" (or to a word incorporating a person) shall be construed so as
to include that person's successors in title and assigns or transferees;

1.2.6 in computation of periods of time from a specified day to a later specified

day, "from" means from and including and "until" or "to" means to and
including;

1.2.7 "include", "including" and "in particular" shall not be construed as

being by way of limitation, illustration or emphasis only and shall not be
construed as, nor shall they take effect as, limiting the generality of any
preceding words. The words "other" and "otherwise" shall not be
construed so as to be limited or defined by any preceding words, where a
wider construction is reasonably possible;

1.2.8 references to a "Party", the "Seller" or the "DoE" shall include its
successors and permitted assignees, provided that, in the case of the
Seller, the relevant transfer or assignment has received the prior written
approval of the DoE;

1.2.9 references to this "Agreement" or any other document shall be construed

as references to this Agreement or that other document as amended,
varied, novated, supplemented, or replaced from time to time, provided
that, in the case of any other document, such amendment, variation,
novation, supplement or replacement has received the prior written
approval of the DoE;

1.2.10 references to legislation include any statute, by-law, regulation, rule,

subordinate legislation or delegated legislation or order, and a reference
to any legislation is to such legislation as amended, modified or
consolidated from time to time, and to any legislation replacing it or made
under it;

1.2.11 the terms "hereof", "herein", "hereunder" and similar words refer to this
entire Agreement and not to any particular clause, paragraph, Part,
Schedule or any other subdivision of this Agreement;

1.2.12 the rule of construction that, in the event of ambiguity, an agreement shall
be interpreted against the Party responsible for the drafting thereof, shall
not apply in the interpretation of this Agreement;

1.2.13 the expiration or termination of this Agreement shall not affect such of the
provisions of this Agreement as expressly provide that they will operate

11
 after any such expiration or termination or which of necessity must
continue to have effect after such expiration or termination,
notwithstanding that these provisions do not expressly state this; and

1.2.14 if any provision in clause 1.1 (Definitions) is a substantive provision

conferring rights or imposing obligations on either Party then,
notwithstanding that such provision is contained in such clause, effect
shall be given thereto as if such provision were a substantive provision in
the body of this Agreement.

1.3 Units of measurement

Unless a provision of this Agreement expressly requires otherwise, all

technical data and information contained in this Agreement or in any document
relating to or arising out of this Agreement shall be interpreted and expressed
in a manner consistent with the International System of Units (Systeme
International d'Unites) (8th edition, 2006).

1.4 Rounding up

Unless a provision of this Agreement expressly requires otherwise, in making

calculations in accordance with this Agreement:

(a) the calculation of any sums of money owing by either Party under this
Agreement shall be performed to the nearest Cent; and

(b) any other calculation shall be performed to an accuracy of three (3)

decimal places, with a fourth digit, after the decimal point, with a value of
five (5) or above being rounded up.

2. DEVELOPMENT FEE

2.1 The Seller will be required to pay a development fee equal to one per cent (1%) of
the Total Project Cost to the Project Development Fund for Alternative Energy
currently at the National Treasury, on or before the tenth (10th) Business Day after
the Signature Date.

2.2 The development fee referred to in clause 2.1 and paid by the Seller to the
Project Development Fund for Alternative Energy will be used for the setting
up of a Project Development Fund for Renewable Energy projects by the DoE.

3. TERM

3.1 This Agreement shall be effective from the SignatureEffective Date until the
earlier of:

3.1.1 its termination in accordance with clause 11 (Termination); or

3.1.2 the Expiry Date,

(such period being the "Term" of this Agreement).

3.2 Notwithstanding anything to the contrary contained in this Agreement, this

Agreement shall not terminate and shall remain in force for as long as any

12
 payments are due, but not yet paid, by the DoE to the Seller and for as long as
any obligations under clause 12 (Compensation on Termination for
Government Default) remain unperformed.

4. PROJECT SITE

4.1 DoE's inspection rights

The DoE shall have the right from time to time, on not less than forty-eight (48)
hours' written notice, to designate not more than four (4) of the DoE's
representatives who shall be entitled to have access to the Project Site at
reasonable times for the purposes of viewing the Facility and verifying the
Seller's compliance with its obligations under this Agreement and/or the PPA;
provided that the DoE shall ensure that its representatives shall comply with all
Project Site health and safety precautions and standards, and any other
reasonable requirements of the Seller and its Contractors, and shall not
interfere with the Construction or Operation of the Facility.

4.2 Land use authorisations

If the Seller obtained a land use authorisation or secured a rezoning of the

Project Site in order to undertake the Project, the Seller shall procure that:

4.2.1 when the PPA is terminated or expires in accordance with its own terms,
the purpose for which the Project Site may be used or the zoning of the
Project Site is restored to the purpose of use or zoning of the Project Site
that existed before the relevant authorisation or rezoning was obtained,
provided that if such land use authorisation or rezoning involved the
registration of one or more restrictions in respect of the title deed of the
Project Site, the Seller shall not apply for, or assist in any way with, or
consent to or procure through any agent or instrument, the removal of
such restriction without the prior written consent of the DAFF; and

4.2.2 if the Seller becomes aware that any other person has registered or
intends to register one or more restrictions in respect of the title deed of
the Project Site, it shall, as soon as reasonably practicable, notify the
DAFF in writing of such fact.

4.3 No improvements

The Seller shall not be entitled to Construct or procure the Construction of any
addition to or any expansion of the Facility that is intended to or may or will
result in increasing the Capacity of the Facility above the Achieved Capacity.

4.4 Commercial Operation Date

If the Seller becomes aware that, for any reason, the Commercial Operation
Date will not be achieved by the Scheduled COD, the Seller shall, without any
unreasonable delay, notify the DoE in writing of that fact and measures that it
will take to mitigate such delay and of the impact of such measures on its
ability to achieve the Scheduled COD, upon implementing such measures.

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5. TESTING AND COMMISSIONING

5.1 All testing and commissioning of the Facility, including the conducting of
Facility Completion and maintenance tests, shall be conducted by the Seller in
accordance with the provisions of the PPA.

5.2 In addition to the notice requirements set out in clause 6 (Notices), the Seller
shall notify the DoE of the times that any and all of the tests detailed in
clause 5.1 are to commence not less than three (3) Business Days prior to the
start of such test. The DoE shall be entitled to nominate two (2)
representatives to be present at any and all of such tests, provided that, if
such representatives are not present at the scheduled time, the Seller shall be
entitled to proceed with the relevant test in their absence.

6. GOVERNMENT SUPPORT

6.1 It is recorded that the Minister of Energy has determined in terms of section 34
of the ERA that:

6.1.1 new generation capacity is needed to ensure the continued uninterrupted

supply of electricity;

6.1.2 such capacity and electricity shall be made available and generated from
the renewable energy power generating facilities under the IPP
Programme; and

6.1.3 the capacity and electricity thus produced may only be sold to and must
be purchased by the Buyer.

6.2 In order to purchase the Energy Output generated by the Facility, the Buyer
will have to and has agreed to enter into the PPA with the Seller
simultaneously with the signature of this Agreement. The PPA contains
several obligations for payment in respect of Commercial Energy, Early
Operating Energy and/or Deemed Energy.

6.3 The DoE agrees that if in the case of payment of the Early Operating Energy
Payment, Commercial Energy Payment, Deemed Energy Payment, Use of
System Charges, any payment in respect of a PPA Compensation Event or
Unforeseeable Conduct or any payment contemplated in clause 29 (Third
Party Indemnity) of the PPA ("PPA Payment"):

6.3.1 the amount is due and payable by the Buyer pursuant to the PPA and
has not been paid in full by the Buyer within twenty five (25) Business
Days of the Due Date;

6.3.2 the PPA Payment is not consequent to termination of the PPA as a result
of a Seller Default or Corrupt Act;

6.3.3 the PPA Payment amount is not in dispute;

6.3.4 the Seller has delivered a demand for payment of the PPA Payment to
the Buyer in accordance with the provisions of the PPA, and despite such
demand, such amount is not paid; and

14
6.3.5 the amount has not, despite the diligent efforts of the Seller and/or the
Lenders (which, for the avoidance of doubt, shall not require the
institution of legal proceedings against the Buyer), been recovered from
the Buyer within three (3) Months from the due date for such payment,

then the DoE will make payment of the PPA Payment (together with any
interest accrued thereon as may be due and payable in terms of and at the
rate and for the period specified in the PPA or the Direct Agreement) to the
Seller and/ or Lenders within forty (40) Business Days on first written demand
of the Seller or the Lenders for payment.

6.4 The DoE will ensure that any payment or payments made pursuant to
clause 12 (Compensation on Termination for Government Default) shall be
made promptly following promulgation of the first appropriation bill occurring
after delivery by the Seller and/or the Lenders to the DoE of written demand
for payment in terms of clause 12.2.3, but in any event within 180 days of such
demand. All payment pursuant to this clause 6 (Government Support) shall be
made into the banking account nominated for that purpose by the Seller and/or
the Lenders.

7. EMISSION CREDITS

The Seller agrees and acknowledges that the DoE shall be entitled to amend this
Agreement in order to insert a clause that governs emission credits in line with
Government's policies, after such policies have been established and finalised,
provided that the Seller's general economic position shall not be materially
adversely affected by such amendment.

8. REFINANCING

8.1 The Seller shall be entitled to undertake any refinancing or re-arrangement of

its Debt or Equity at any time in the Term, provided that the amount and tenor
of the Debt and Equity after such refinancing or re-arrangement may not
increase above the amount of the Debt and Equity immediately prior to such
refinancing or re-arrangements.

8.2 The Seller shall provide the DoE with written notice, not more than three (3)
Business Days before the mechanics of such refinancing or re-arrangement
are implemented, with details of:

8.2.1 the amount of the Debt at such date;

8.2.2 the amount of accrued and unpaid interest at that date;

8.2.3 the prevailing interest rate in respect of the Debt; and

8.2.4 the current situation in respect of payments due by and receivable by it

under any swap or derivative contracts to which it is party, which
payments are pursuant to such refinancing or re-arrangement.

8.3 The Seller shall provide the DoE with written notice, not more than three (3)
Business Days after the mechanics of such refinancing or re-arrangement are
implemented, with details of the amount of the Debt at such date and the

15
 prevailing interest rate in respect of the Debt, as well as the features, in a
reasonable amount of detail, of any swap or derivative contracts to which it is
a party.

9. NOTICES

9.1 Notices and reports under the PPA

The Parties acknowledge that the Buyer has an interest in the content of this
Agreement, and that the DoE similarly has an interest in the content of the
PPA. The Seller shall, whenever any notice or report is delivered by it to the
Buyer under the PPA, also deliver such notice or report to the DoE. The
notices and reports which the Seller shall be obliged to deliver to the DoE
include, but are not limited to:

9.1.1 any notices of the date on which a Unit or the Facility (as the case may
be) is anticipated to be connected to the System for the first time, as
contemplated in the PPA;

9.1.2 any notices of the date on which the Seller intends to undertake a Facility
Completion test or a maintenance test, as contemplated in the PPA;

9.1.3 the Facility Completion Form to be delivered to the Buyer under the PPA;

9.1.4 any Notice of Commencement of Unit in terms of the PPA;

9.1.5 the Notice of Commencement of Facility in terms of the PPA;

9.1.6 all reports, estimates, data and other information concerning Project Data
from the Seller to the System Operator and the Buyer;

9.1.7 any notice of failure by the Buyer to make payments due and payable to
the Seller under the PPA, as contemplated in clause 9 (Invoicing) of the
PPA; and

9.1.8 any notices delivered to the Buyer under the PPA in relation to System
Events, PPA Compensation Events, Force Majeure and Unforeseeable
Conduct.

9.2 Inspection and monitoring rights

The DoE shall have the right, upon giving a minimum of five (5) Business
Days' prior written notice to the Seller:

9.2.1 subject to any confidentiality undertakings between the Seller and

manufacturers or suppliers of Facility equipment, to examine and take
copies of any Project Data, at any time during normal business hours (at
the DoE's own cost); and

9.2.2 to monitor the Project as it is undertaken by the Seller, from time to time.

9.3 Ownership of Project Data

16
9.3.1 Subject to any confidentiality undertakings between the Seller and
manufacturers or suppliers of Facility equipment, the DoE shall be
entitled to put the Project Data in the public domain and to use the
Project Data as the DoE deems appropriate.

9.3.2 The DoE, the Buyer and the Seller shall have joint ownership of the
Project Data, but the Seller shall not, by virtue of its ownership rights,
have any rights to prevent the disclosure and use of the Project Data by
the DoE.

10. CONSEQUENCES OF A COMPENSATION EVENT

10.1 If, as a direct result of the occurrence of a Compensation Event:

10.1.1 the Seller is unable to comply with its obligations under this Agreement;
and/or

10.1.2 the Seller incurs costs or loses revenue,

then the Seller is entitled to apply for relief from its obligations under this
Agreement and/or to claim compensation under this Agreement.

10.2 To obtain relief and/or claim compensation, the Seller must:

10.2.1 as soon as practicable, and in any event within five (5) days after it
became aware that the Compensation Event has caused or is likely to
cause breach of an obligation under this Agreement and/or the Seller to
incur costs or lose revenue, give to the DoE a notice of its claim for
payment of compensation and/or relief from its obligations under this
Agreement;

10.2.2 within ten (10) days of receipt by the DoE of the notice referred to in
clause 10.2.1 above, give the DoE full details of the Compensation Event
and the extension of time and/or any estimated change in project costs
claimed and/or the loss of revenue claimed; and

10.2.3 demonstrate to the reasonable satisfaction of the DoE that:

10.2.3.1 the Compensation Event was the direct cause of the time lost and/or
estimated change in project costs and/or the loss of revenue
claimed; and

10.2.3.2 the estimated change in project costs, the loss of revenue claimed,
time lost, and/or relief from the obligations under the Agreement
claimed, could not reasonably be expected to be mitigated or
recovered by the Seller acting in accordance with the standards of a
Reasonable and Prudent Operator.

10.3 If the Seller has complied with its obligations under clause 10.2, then:

10.3.1 in the case of an additional cost being incurred or revenue being lost by
the Seller, including Capital Expenditure incurred by the Seller at any
time, the DoE shall have the option to compensate the Seller for the

17
 actual estimated change in project costs as adjusted to reflect the actual
costs reasonably incurred or actual revenue lost by the Seller either:

10.3.1.1 in one lump-sum payment, payable within ninety (90) Business Days
of its receipt of a written demand by the Seller supported by all
relevant information; or

10.3.1.2 in equal monthly instalments for the remainder of the Term,

commencing within ninety (90) Business Days of its receipt of a
written demand by the Seller supported by all relevant information,
provided that interest shall accrue on the full amount due and
payable, at the Agreed Interest Rate, from the Due Date to, but
excluding, the date of final payment; and/or

10.3.2 the DoE shall give the Seller such relief from its obligations under this
Agreement, as is reasonable for such a Compensation Event.

10.4 If information is provided after the dates referred to in clause 10.2, then the
Seller shall not be entitled to any extension of time, compensation, or relief
from its obligations under this Agreement in respect of the period for which the
information is delayed.

10.5 If the Parties cannot agree on the extent of any compensation or relief from
the Seller’s obligations under this Agreement, or the DoE disagrees that a
Compensation Event has occurred (or as to its consequences), or that the
Seller is entitled to any relief under this clause 10 (Consequences of a
Compensation Event), the Parties shall resolve the matter in accordance with
clause 17 (Fast-Track Dispute Resolution).

11. TERMINATION

11.1 No Termination

11.1.1 Neither Party shall have any right, nor shall it exercise, or purport to
exercise, any right to terminate this Agreement except as expressly set
out in this Agreement.

11.2 Termination for Seller Default

11.2.1 Simultaneously with termination of the PPA for a Seller Default, this
Agreement shall terminate.

11.2.2 The DoE shall be entitled to terminate this Agreement in the

circumstances contemplated in clause 13.2.6.

11.2.3 The Seller shall reimburse the DoE with all costs incurred by the DoE in
exercising any of its rights as a result of the termination of this Agreement
in terms of this clause 11.2 (Termination for Seller Default). The DoE
shall take reasonable steps to mitigate such costs.

11.3 Termination for Government Default

11.3.1 On the occurrence of a Government Default, or within ninety (90) days

after the Seller becomes aware of same, the Seller may serve notice on

18
 the DoE of the occurrence (and specifying details) of such Government
Default. If the relevant Government Default has not been remedied or
rectified within thirty (30) Business Days of such notice, the Seller may
serve a further notice on the DoE enforcing clause 12 (Compensation on
Termination for Government Default) and terminating this Agreement,
subject to clause 3.2.

11.3.2 If this Agreement is terminated for Government Default, clause 1

(Definitions and Interpretation), clause 6 (Government Support),
clause 12 (Compensation on Termination for Government Default),
clause 17 (Fast Track Dispute Resolution), clause 18 (Dispute
Resolution) clause 21 (Governing Law and Jurisdiction), clause 22
(Notices) and clause 24 (Miscellaneous) shall remain of full force and
effect until the DoE's obligations in terms of clause 6 (Government
Support) and/or clause 12 (Compensation on Termination for
Government Default) have been fully discharged.

11.4 Termination for Corrupt Acts

11.4.1 The Seller warrants that, in entering into this Agreement, the PPA and the
Direct Agreement, it has not committed any Corrupt Act.

11.4.2 If the Seller, any Shareholder, any Contractor, any Affiliate of any one of
them, or any Lender (or anyone employed by or acting on behalf of any of
them) admits to or is convicted of having committed any Corrupt Act in
relation to the Project or in respect of the PPA, this Agreement, the Direct
Agreement or any Project Document, then the DoE shall be entitled to act
in accordance with clauses 11.4.2.1 to 11.4.2.9 below:

11.4.2.1 if the Corrupt Act is committed by the Seller, any Shareholder, any
director of the Seller, any director of any Shareholder, or any
employee of the Seller or of any Shareholder acting under the
authority of or with the knowledge of a director of the Seller or such
Shareholder, as the case may be, then in any such case, the DoE
may terminate this Agreement with immediate effect by giving
written notice to the Seller;

11.4.2.2 if the Corrupt Act is committed by an employee of the Seller or of

any Shareholder acting of his or her own accord, then in any such
case, the DoE may give written notice to the Seller of termination
and this Agreement will terminate, unless within thirty (30) Business
Days of the Seller’s receipt of such notice that employee’s
involvement in the Project is terminated and (if necessary) the
performance of any part of the Construction, Operation and
Maintenance of the Facility previously performed by him or her is
performed by another person;

11.4.2.3 if the Corrupt Act is committed by a Contractor, director of a

Contractor or an employee of a Contractor acting under the authority
or with the knowledge of a director of that Contractor, then in any
such case, the DoE may give written notice to the Seller of
termination and this Agreement will terminate, unless within sixty
(60) Business Days of its receipt of such notice the Seller terminates

19
 the relevant contract and procures the performance of the relevant
part of the Construction, Operation and Maintenance of the Facility
by another person;

11.4.2.4 if the Corrupt Act is committed by an employee of a Contractor

acting of his or her own accord, then the DoE may give notice to the
Seller of termination and this Agreement will terminate, unless within
thirty (30) Business Days of its receipt of such notice the Seller
procures the termination of that employee’s involvement in the
Project and (if necessary) procures the performance of that part of
the Construction, Operation and Maintenance of the Facility
previously performed by that employee to be performed by another
person;

11.4.2.5 if the Corrupt Act is committed by a Lender, a director of a Lender or

any employee of a Lender acting under the authority or with the
knowledge of a director of that Lender, then in any such case the
DoE may give written notice to the Seller of termination and this
Agreement will terminate, unless within eighty (80) Business Days of
its receipt of such notice the Seller procures the termination of such
Lender’s involvement in the Project (in any capacity whatsoever
including, without limitation, as Lender under the Financing
Agreements) and provides the DoE with satisfactory proof that such
Lender’s entire participations in the Debt and in any undrawn
financial commitments under the Financing Agreements have been
assumed by any Qualifying Financial Institution (including any one
or more of the remaining Lenders) or any of the Shareholders,
whether by means of Equity contributions or otherwise;

11.4.2.6 if the Corrupt Act is committed by any employee of a Lender acting

of his or her own accord, then the DoE may give written notice to the
Seller of termination and this Agreement will terminate, unless within
thirty (30) Business Days of the Seller’s receipt of such notice, that
employee’s involvement in the Project is terminated;

11.4.2.7 if the Corrupt Act is committed by an Affiliate, director of an Affiliate

or an employee of an Affiliate acting under the authority or with the
knowledge of a director of that Affiliate, then the DoE may give
notice to the Seller of termination and this Agreement will terminate,
unless within thirty (30) Business Days of its receipt of such notice
the Seller procures the termination of that Affiliate, director or
employee’s involvement in the Project and (if necessary) procures
the performance of that part of the Construction, Operation and
Maintenance of the Facility previously performed by that employee
to be performed by another person;

11.4.2.8 if the Corrupt Act is committed by any other person not specified in
clauses 11.4.2.1 to 11.4.2.6 above but involved in the Project as a
subcontractor or supplier to any Contractor or to the Seller, then the
DoE may give notice to the Seller of termination and this Agreement
will terminate unless within sixty (60) Business Days the Seller
procures the termination of such person’s involvement in the Project
and (if necessary) procures the performance of the relevant part of

20
 the Construction, Operation and Maintenance of the Facility by
another person; and

11.4.2.9 any notice of termination under this clause 11.4.2 (Termination for
Corrupt Acts) shall specify:

11.4.2.9.1 the nature of the Corrupt Act;

11.4.2.9.2 the identity of the party or parties who has or have committed
the Corrupt Act; and

11.4.2.9.3 the date on which this Agreement will terminate in accordance

with the applicable provisions of this clause 11.4 (Termination
for Corrupt Acts).

11.4.3 Without prejudice to its other rights or remedies under this clause, the
DoE shall be entitled to recover from the Seller, the greater of:

11.4.3.1 the amount or value of the gift, consideration or commission which is

the subject of the Corrupt Act; and

11.4.3.2 any Direct Losses sustained by the DoE in consequence of any

breach of this clause 11.4 (Termination for Corrupt Acts) by the
Seller.

11.4.4 Nothing contained in this clause 11.4 (Termination for Corrupt Acts) shall
prevent the Seller, Shareholder, Affiliate or Contractor from paying any
proper commission or bonus to its employees within the agreed terms of
their employment.

11.4.5 The Seller shall notify the DoE of the occurrence (and details) of any
Corrupt Act promptly on the Seller becoming aware of its occurrence.

12. COMPENSATION ON TERMINATION FOR GOVERNMENT DEFAULT

12.1 On termination of this Agreement in terms of clause 11.3 (Termination for

Government Default), the DoE shall:

12.1.1 have the option to take over the ownership of the Facility or to nominate a
third party to take over the ownership of the Facility on the following
terms and conditions:

12.1.1.1 the purchase price of the Facility shall be the amount calculated in
terms of clause 12.1.2;

12.1.1.2 the Seller shall be obliged to give warranties, as may be agreed

between the Seller and the DoE or its nominee, to the DoE or its
nominee in respect of the ownership and condition of the Facility;

12.1.1.3 the effective date of the transfer of the Facility to the DoE or its
nominee will be the date on which the purchase price of the Facility
is paid in full to the Seller;

21
12.1.1.4 the Seller shall be obliged to transfer ownership of the Facility to the
DoE or its nominee, and sign all documents required to effect such
transfer on or before the effective date referred to in clause 12.1.1.3;
and

12.1.1.5 such other terms and conditions that may be agreed between the
Seller and the DoE or its nominee,

provided that the DoE shall notify the Seller in writing of whether it
intends to exercise such option within twenty (20) Business Days of the
notice terminating this Agreement for Government Default in terms of
clause 11.3 (Termination for Government Default); and

12.1.2 regardless of whether or not the DoE has exercised its option in terms of
clause 12.1.1, pay the Seller an amount equal to the aggregate of:

12.1.2.1 an amount equal to the Debt; 2 and

12.1.2.2 the Expected Equity Value at the date of termination (taking no

account of the event which gave rise to such termination or of such
termination),

less, to the extent it is a positive amount, the aggregate, as at the

Termination Date, of:

12.1.2.2.1 all credit balances on any bank accounts, held by or on behalf

of the Seller on the Termination Date and the value of any right
of the Seller or the Lenders to receive insurance proceeds or
any proceeds pursuant to letters of credit and of any such
proceeds actually received by them as a result of the relevant
Government Default (save where such credit balances or
proceeds are paid to the DoE and/or are to be applied in
reinstatement) and sums due and payable from the Contractors
and any other third parties;

12.1.2.2.2 all amounts payable by the Lenders (or the counter-parties to

the interest rate or exchange rate hedging arrangements
provided for in the Financing Agreements) to the Seller in
connection with the early termination of such hedging
arrangements as a result of prepayment of amounts
outstanding under the Financing Agreements;

12.1.2.2.3 the realisable market value of any other assets and rights of the
Seller or the Lenders in respect of the Project; provided that no

2
In the event that all or part of the Debt is denominated in a foreign currency ("Foreign Debt"), this Agreement
will be amended in order to provide for a mechanism for determining the amount of the Foreign Debt
contemplated in this clause 12.1.2.1, based on the lower of the exchange rate prescribed by National Treasury
as at financial close, and the exchange rate prevailing at the Termination Date. In addition, any breakage costs
due by the Seller in respect of hedging arrangements entered into in order to facilitate the servicing of principal
and interest of the Foreign Debt and to protect the Seller from exchange rate fluctuations in relation to such
Foreign Debt, will be specifically excluded from any termination payments to the Seller, and the definition of
Financing Agreements will be amended accordingly.

22
 account shall be taken of any liabilities and obligations of the
Seller arising out of:

12.1.2.2.3.1 agreements or arrangements entered into by the Seller to

the extent that such agreements or arrangements were
not entered into in connection with the Seller’s obligations
in relation to the Project; and

12.1.2.2.3.2 agreements or arrangements entered into by the Seller to

the extent that such agreements or arrangements were
not entered into in the ordinary course of business and on
commercial arm’s length terms,

provided further that, if the DoE exercises the option in terms of

clause 12.1.1 and takes over ownership of the Facility and the
other assets and rights referred to in clause 12.1.2.2.3 in its
own right, the amounts contemplated in this clause 12.1.2.2.3
shall not be deducted from the amount payable to the Seller.

12.2 Calculations

12.2.1 If any calculation is required to be made for the purposes of determining

an amount payable by the DoE to the Seller pursuant to clause 12.1, the
same shall be made by Independent Expert appointed by the Parties and
the Lenders or, in the absence of agreement within fifteen (15) Business
Days, by the President of the South African Institute of Chartered
Accountants.

12.2.2 The Seller and the DoE shall ensure that the Independent Expert is
appointed within fifteen (15) Business Days of delivery by the Seller of
the second notice in terms of clause 11.3.1. The Independent Expert
shall have fifteen (15) Business Days to calculate the amount payable by
the DoE to the Seller pursuant to this clause 12 (Compensation on
Termination for Government Default).

12.2.3 Upon determination of the amount payable by the DoE to the Seller
pursuant to this clause 12 (Compensation on Termination for
Government Default), the Seller shall be entitled to issue a written
demand to the DoE for payment of such amount.

12.2.4 Each calculation to be made by the Independent Expert shall use the
latest Financial Model prepared prior to the date of termination of this
Agreement. The Seller will not alter the methodology employed in such
Financial Model from that employed in the version of the Financial Model
attached as Schedule 5 (Financial Model), without the prior written
consent of the DoE, such consent not to be unreasonably withheld or
delayed. In preparing any calculation for the purpose of this clause 12.2
(Calculations), the Independent Expert shall:

12.2.4.1 use the input parameters contained in such Financial Model, unless
either Party objects to any such parameter as not properly reflecting
the most likely outcome for the matter which is the subject of the
input parameter concerned, in which case the Independent Expert,

23
 acting reasonably and after having taken appropriate specialist and
technical advice and considered the representations of the Parties, if
any, shall be entitled to amend the input parameter concerned to
reflect the most likely outcome; and

12.2.4.2 calculate Expected Equity Value by discounting the relevant

financial projections contained in such Financial Model utilising the
IRR as the discount rate.

12.2.5 In making any determination pursuant to this clause 12.2 (Calculations),

the Independent Expert shall act as an expert and not an arbitrator.

13. ECONOMIC DEVELOPMENT OBLIGATIONS

13.1 General Obligations

13.1.1 The Seller shall comply with the requirements of Schedule 2 (Economic
Development Obligations) and the Annexes thereto.

13.1.2 Should the Seller fail to comply with its obligations as provided for in
Schedule 2 (Economic Development Obligations), such failure may result
in an amount as determined in terms of Schedule 2 (Economic
Development Obligations) being payable to the DoE and/or in
Termination Points as provided for in clause 13.2 (Termination Points).

13.2 Termination Points

13.2.1 Subject to clauses 13.2.3 and 13.2.4, the Seller shall be deemed to have
incurred:

13.2.1.1 half of one (1/2) Termination Point at the end of any Contract
Quarter if, in respect of that Contract Quarter, the Total Quarterly
Economic Development Performance determined pursuant to
Schedule 2 (Economic Development Obligations) is less than sixty
five per cent (65%); and

13.2.1.2 half of one (1/2) Termination Point at the end of any Contract
Quarter if, in respect of that Contract Quarter and the immediately
preceding Contract Quarter, the Bi-quarterly Economic Development
Performance on any of the Economic Development Sub-Elements is
below the Termination Threshold set in Schedule 2 (Economic
Development Obligations) for the specific Economic Development
Sub-Element.

13.2.2 Not more than three (3) Termination Points shall be imposed upon the
Seller at the end of any Contract Quarter.

13.2.3 The Seller shall, in respect of each report submitted for a Contract
Quarter in which an event giving rise to a Termination Point occurs,
provide the DoE with a rectification programme detailing the steps and
time period it will take to rectify any event that does result in or which
would entitle the award of a Termination Point. In the case where the
Seller has not provided the rectification programme with the report

24
 submitted for a Contract Quarter, it shall submit such a rectification
programme within ten (10) calendar days from the expiry of the period
referred to in clause 7.1.2 of Schedule 2 (Economic Development
Obligations), or such longer period as the Parties may agree. Upon the
Parties reaching agreement on the proposed rectification programme, the
Seller will be exempted from incurring further Termination Points in
respect of that same event provided the Seller complies with the
rectification programme. Such exemption shall lapse and a new
Termination Point may be incurred in the event the Seller deviates from
the rectification programme, (unless the DoE agrees otherwise) or upon
the expiry of the time period agreed within which the rectification
programme is to be implemented.

13.2.4 Should the Parties not reach agreement on the proposed rectification
programme, such a disagreement can be referred to dispute resolution in
terms of clause 17 (Fast Track Dispute Resolution) for determination as
to whether the proposed rectification programme will rectify the event that
does result in or which will entitle the award of Termination Points and
whether the time period suggested is suitable for the rectification of such
event.

13.2.5 Any Termination Point incurred by the Seller shall lapse twelve (12)
months after the date on which it was incurred.

13.2.6 In the event that, at any date during the Term ("Trigger Date"), the Seller
has accumulated more than nine (9) Termination Points pursuant to this
clause 13.2 (Termination Points) and those Termination Points have not
lapsed, then the DoE shall be entitled, at any time within one (1) year
following the Trigger Date, to terminate this Agreement.

14. GENERAL SELLER UNDERTAKINGS

14.1 As between the Parties and save as otherwise expressly provided for in this
Agreement, at all times during the Term, the Seller shall exercise its rights and
perform all of its obligations as provided for in this Agreement, at its sole cost
and risk and in compliance with the requirements of:

14.1.1 applicable Laws;

14.1.2 the Codes;

14.1.3 the Consents;

14.1.4 the terms and conditions of this Agreement;

14.1.5 the terms and conditions of the Distribution Agreement or the

Transmission Agreement, as applicable;

14.1.6 the terms and conditions of the PPA;

14.1.7 the standards of a Reasonable and Prudent Operator; and

14.1.8 relevant manufacturers' guidelines and instructions.

25
15. ASSIGNMENT

15.1 The Seller may not sell, cede, delegate, assign, transfer or otherwise dispose
of (collectively, "Assign") all or any part of its rights and/or obligations under
this Agreement to a third party without the prior written approval of the DoE,
provided that where the Seller has financed the Project on a limited recourse
basis, the Seller may Assign its rights under this Agreement for the purpose of
providing security under the relevant Financing Agreements; provided further
that the Seller notifies the DoE in writing of any such Assignment within five (5)
Business Days of such Assignment.

15.2 The DoE shall not Assign all or any part of its rights and/or obligations under
this Agreement to a third party, save with the prior written approval of the
Seller (such approval not to be unreasonably withheld or delayed) or to give
effect to any mandatory requirement of any Law, and provided, in both
situations, that clause 6 (Government Support) remains of full force and effect
and that all of the DoE's rights and/or obligations under the Direct Agreement
are assigned together with this Agreement.

16. CHANGES IN CONTROL AND BLACK EQUITY

16.1 For the duration of the Term, the Seller shall procure that there is no Change
in Control in the Seller (or in any company of which the Seller is a subsidiary)
without the prior written approval of the DoE.

16.2 For the period commencing on the Signature Date and ending onPrior to the
date which fallsexpiry of a period of three (3) Contract Yyears commencing
onafter the Commercial Operation Date, the Seller shall procure that there is
no:

16.2.1 dilution, sale, assignment, cession, transfer, exchange, renunciation or

other disposal of the whole or any part of the Equity; or

16.2.2 dilution, sale, assignment, cession, transfer, exchange, renunciation or

other disposal of the whole or any part of the issued share capital of
and/or the shareholder loans in and to a Conduit Shareholder,

without the prior written approval of the DoE.

16.3 The Seller shall procure that for the duration of the Term:

16.3.1 subject to the Lenders’ rights in respect of any security held by them (or
any agent acting on their behalf, or any security company, trust or other
entity holding any security in respect of the Debt for the benefit of the
Lenders), there is no sale, assignment, cession, transfer, exchange,
renunciation or other disposal (at any time) of the whole or any part of the
Equity, which results in the Seller being in breach of its undertakings with
regard to Ownership Element Obligations in Schedule 2 (Economic
Development Obligations); and

16.3.2 there is no dilution in the aggregate Shareholding by Black People below

the Ownership Element Obligations in Schedule 2 (Economic
Development Obligations).

26
16.4 For the purpose of this clause 16 (Changes in Control and Black Equity), the
term "subsidiary" shall have the meaning as defined in the Companies Act No.
71 of 2008.

17. FAST TRACK DISPUTE RESOLUTION

17.1 Disputes expressly referred for determination pursuant to this clause 17 (Fast
Track Dispute Resolution) shall be determined by the relevant Independent
Expert.

17.2 Within five (5) Business Days after a dispute has been referred by either Party
to the appropriate Independent Expert, the Independent Expert shall require
the Parties to submit in writing their respective arguments. The Independent
Expert shall, in his absolute discretion, consider whether a hearing is
necessary in order to resolve the dispute.

17.3 It shall be entirely within the power and competence of the Independent Expert
to decide upon any matters related to the proper preparation of the dispute for
hearing and in that regard the Independent Expert shall direct the Parties
accordingly.

17.4 The Independent Expert shall set the date for the hearing, choose the venue
(which must be a venue in South Africa) for the hearing and determine all
matters regarding any aspect of the hearing. Moreover, the Independent
Expert can decide whether at the hearing the Parties are to give oral evidence
or confine themselves to presenting their cases in writing or by some other
appropriate procedure. In this regard, the Independent Expert must be guided
by considerations of fairness, the cost-effective resolution of the dispute, and
the need to resolve the dispute quickly.

17.5 The Independent Expert shall provide both Parties with his written decision on
the dispute, within 20 (twenty) Business Days of the referral (or such other
period as the Parties may agree after the referral). The Independent Expert
shall give his reasons for the award, if so requested by either Party.

17.6 The Independent Expert’s costs of any referral shall be borne as the
Independent Expert shall specify or, if not specified, equally by the Parties.
Each Party shall bear its own costs arising out of the referral, including its legal
costs and the costs and expenses of any witnesses.

17.7 The Independent Expert shall act impartially and may take the initiative in
ascertaining the facts and the Law.

17.8 Should the need arise for either Party to seek interim or temporary relief
before the adjudication is finalised, that Party may apply to the Independent
Expert to grant such interlocutory order or give the required temporary relief
and the Independent Expert shall have the same power to do so as if the
matter were one heard by a Judge in the High Court of South Africa, save that
if by Law such power or order cannot be exercised or given by an Independent
Expert then, and then only, should the Parties refer such matter to such High
Court.

27
17.9 The proceedings shall be confidential and all information, data or
documentation disclosed or delivered by either Party to the Independent
Expert in consequence of or in connection with his appointment as
Independent Expert shall be treated as confidential. Neither the Parties nor
the Independent Expert shall, save as permitted by clause 20 (Confidentiality)
of this Agreement, disclose to any person any such information, data or
documentation unless the Parties otherwise agree in writing, and all such
information, data or documentation shall remain the property of the Party
disclosing or delivering the same and all copies shall be returned to such Party
on completion of the Independent Expert’s work.

17.10 The Independent Expert is not liable for anything done or omitted in the
discharge or purported discharge of his functions as Independent Expert,
unless the act or omission is grossly negligent or in bad faith. Any employee
or agent of the Independent Expert is similarly protected from liability.

17.11 Should any Party fail to co-operate with the Independent Expert with the result
that in the view of the Independent Expert such default or omission prejudices
the adjudication process, then the Independent Expert can either:

17.11.1 give that Party written notice that unless it remedies the default or
omission within a given time, it will forfeit the right to continue to
participate in the adjudication; or

17.11.2 warn the Party in writing that its default or omission may make it liable to
a punitive order of costs irrespective of whether it succeeds in the
adjudication or not and such punitive award of costs may include an order
of attorney and client costs or attorney and own client costs as those
expressions are understood in the Uniform Rules of Court.

17.12 The Independent Expert shall be deemed not to be an arbitrator but shall
render his decision as an expert and the provisions of the Arbitration Act
No. 42 of 1965 and any other law relating to arbitration shall not apply to the
Independent Expert or his determination or the procedure by which he reaches
his determination. The Independent Expert’s decision shall be final and
binding on the Parties.

18. DISPUTE RESOLUTION

18.1 Referable Disputes

The provisions of this clause 18 (Dispute Resolution) shall, save where

expressly provided otherwise, apply to any dispute arising in relation to or in
connection with any aspect of this Agreement between the Parties.

18.2 Internal Referral

18.2.1 If a dispute arises in relation to any aspect of this Agreement, the Parties
shall attempt in good faith to come to an agreement in relation to the
disputed matter, in accordance with the following informal process:

18.2.1.1 all disputes shall first be referred to a meeting of the liaison officers
or other designated executives from each Party who are actively

28
 involved in the Project, and have sufficient authority to be able (if
necessary with consultation back to their respective organisations)
to resolve it; and

18.2.1.2 if the Parties have been unable to resolve the dispute within fifteen
(15) days of referral to the persons specified in clause 18.2.1.1,
either Party may refer the dispute for a decision by the accounting
officer or accounting authority of the DoE and the chief executive
officer or equivalent officer of the Seller.

18.2.2 In attempting to resolve the dispute in accordance with the provisions of

this clause 18.2 (Internal Referral), the Parties shall (and shall procure
that their employees and representatives shall) use reasonable
endeavours to resolve such dispute without delay by negotiations or any
other informal procedure which the relevant representatives may adopt.
Those attempts shall be conducted in good faith in an effort to resolve the
dispute without necessity for formal proceedings.

18.2.3 Any dispute which has not been resolved by the representatives
contemplated in clause 18.2.1.2 within fifteen (15) days of the dispute
being referred to them (or any longer period agreed between the Parties)
shall be treated as a dispute in respect of which informal resolution has
failed.

18.3 Performance to Continue

No reference of any dispute to any resolution process in terms of this

clause 18 (Dispute Resolution) shall relieve either Party from any liability for
the due and punctual performance of its obligations under this Agreement.

18.4 Litigation

18.4.1 Save where any dispute has been expressly referred for determination in
terms of clause 17 (Fast Track Dispute Resolution), if informal resolution
of any dispute has failed, then the dispute may be referred to litigation in
the High Courts by either Party.

18.4.2 Neither Party is limited in any proceedings before the High Court to the
information, evidence or arguments used in the informal attempts to
resolve the dispute.

19. LIABILITY

19.1 Direct losses

19.1.1 The Parties' liability to each other in respect of any claim that arises
pursuant to this Agreement, whether under delict or contract, shall be as
detailed in this Agreement, and no Party shall have any additional liability
to the other Party in respect of such claim.

19.1.2 Notwithstanding anything contained to the contrary in this Agreement,

neither Party shall be liable to the other Party for any Special Loss

29
 suffered by such other Party as a result of any act or omission by the first
Party.

19.1.3 Save as expressly provided elsewhere in this Agreement, neither Party

shall be liable to the other Party for any losses, liabilities, expenses,
damages, costs and claims (including Claims) suffered or claimed which
arise out of, under or in connection with any alleged breach of any
statutory duty or delictual act or omission or otherwise.

19.2 Mitigation

The Parties shall comply with their common law duties to mitigate any losses,
liabilities, expenses, damages, costs and claims (including Claims) they may
have pursuant to this Agreement.

20. CONFIDENTIALITY

20.1 Confidential Information

Each Party shall treat any and all information and data disclosed to it by the
other Party in connection with this Agreement in any form whatsoever, and this
Agreement itself (the "Confidential Information") as confidential and
proprietary, shall preserve the secrecy of the Confidential Information and
shall not use the Confidential Information for any purpose other than solely in
connection with the Project. Project Data shall not constitute Confidential
Information.

20.2 Exclusions to Confidential Information

For the purposes of this clause 20 (Confidentiality), the term "Confidential

Information" shall not include information which:

20.2.1 at the time of disclosure or at any time thereafter is in, or becomes part
of, the public domain other than through a breach of this clause 20
(Confidentiality);

20.2.2 the Party receiving the information can prove was already known to it, or
was independently acquired or developed by it without being in breach of
its obligations under this clause 20 (Confidentiality);

20.2.3 became available to the Party receiving the information from another
source in a non-confidential manner otherwise than in breach of an
obligation of confidentiality; or

20.2.4 is published by, or the publication of which is required by, a Responsible

Authority or any court.

20.3 Permitted disclosure of Confidential Information

Notwithstanding the provisions of this clause 20 (Confidential Information), the

Confidential Information may be disclosed:

20.3.1 by either Party to any Responsible Authority (where for the purposes of
this clause 20.3 (Permitted disclosure of Confidential Information) such

30
 definition shall be limited to South Africa) or to any of the shareholders
(direct or indirect), agents, consultants, contractors, advisers, financiers,
potential financiers, investors, potential purchasers of the interests of a
shareholder (direct or indirect), insurers or lenders of such Party or its
Affiliates, in any such case for the purpose of enabling the disclosing
Party to comply with its obligations under this Agreement, provided that:

20.3.1.1 such Party notifies the recipient at or about the time of such
disclosure that the information is confidential and should not be
disclosed by the recipient to third parties; and

20.3.1.2 such Party shall be responsible for ensuring that the recipient keeps
the Confidential Information confidential and shall accordingly be
responsible for any failure of the recipient to do so;

20.3.2 by either Party as may be required by the regulations of any recognised

securities exchange upon which the share capital of the Party (or any
shareholder (direct or indirect) in the Party) is or is proposed to be from
time to time listed or dealt in, and the Party making the disclosure shall, if
reasonably practicable prior to making the disclosure, and in any event as
soon as reasonably practicable thereafter, supply the other Party with a
copy of such disclosure or statement and details of the persons to whom
the Confidential Information is to be, or has been, disclosed;

20.3.3 by either Party as may be necessary to comply with any obligation under
any applicable Law;

20.3.4 by either Party if required by any court, any arbitrator or administrative

tribunal or an expert in the course of proceedings before it to which the
disclosing Party is a party; or

20.3.5 by either Party, if so agreed in writing by the Parties prior to the

disclosure.

20.4 Ownership and treatment

20.4.1 Save for all Project Data, all information supplied by or on behalf of a
Party shall remain the property of such Party, and this Agreement shall
not operate to transfer ownership interest therein.

20.4.2 The Parties shall, in so far as is reasonably practicable, ensure that any
copies of the Confidential Information, whether in hard copy or
computerised form, shall clearly identify the Confidential Information as
confidential.

21. GOVERNING LAW AND JURISDICTION

21.1 The validity, construction and performance of this Agreement shall be

governed by the laws of South Africa.

21.2 Each Party agrees that the High Court of South Africa shall have exclusive
jurisdiction to hear and decide any application, action, suit, proceeding or

31
 dispute in connection with this Agreement, and irrevocably submits to the
jurisdiction of the High Court of South Africa.

22. NOTICES

22.1 Methods of delivery

Unless otherwise provided in this Agreement, all notices, requests, statements

and other communications required or permitted between the Parties by this
Agreement shall be in writing and either hand-delivered or sent by pre-paid
registered post or facsimile to the address or number within South Africa of the
Party concerned set out in clause 22.2 (Addresses) or such other address or
number as contemplated in clause 22.4 (Change in address). No
communication shall be effective until received by the addressee and a
communication shall be deemed to have been received:

22.1.1 if delivered by hand during ordinary business hours, to its physical

address in clause 22.2 (Addresses), when so delivered;

22.1.2 if delivered by pre-paid registered post, to its postal address in clause

22.2 (Addresses), seven (7) Business Days after posting, subject to proof
of posting; and

22.1.3 if delivered by facsimile, upon sending, subject to confirmation of

uninterrupted transmission on a transmission report and provided that a
hard copy is promptly dispatched to the recipient in the manner provided
in clauses 22.1.1 or 22.1.2 above.

22.2 Addresses

The Parties choose the postal and physical addresses and contact details set
out below:

22.2.1 The Seller:

Postal Address: [●]

Physical Address: [●]

Fax No.: [●]

Tel No.: [●]

Attention: [●]; and

22.2.2 The DoE:

Postal Address: Private Bag X96, Pretoria, 0001

Physical Address: 192 Visagie Street (corner Visagie Street and

Paul Kruger Street), Pretoria, 0001

Fax No.: +27 12 323 5819

32
 Tel No.: +27 12 406 7672

Attention: Mr Maduna Ngobeni.

22.3 Domicilium citandi et executandi

The Parties choose the physical address set out opposite their names in
clause 22.2 (Addresses) as their domicilium citandi et executandi for all
purposes of and in connection with this Agreement. Notwithstanding anything
to the contrary herein, a written legal notice or process actually received by a
Party shall be an adequate written notice or process, notwithstanding that it
was not sent to or delivered at its chosen domicilium citandi et executandi.

22.4 Change in address

Either Party may change its nominated physical or postal address to another
physical or postal address, as the case may be, in South Africa (and not in any
other country) or its contact details by giving at least fifteen (15) days' prior
written notice to the other Party.

23. WARRANTIES

23.1 Seller warranties

The Seller represents and warrants to the DoE as on the Signature Date and
on each day thereafter during the Term, that:

23.1.1 it is a limited liability company, duly incorporated and validly existing

under the Laws and has taken all necessary actions to authorise its
execution of and to fulfil its obligations under this Agreement and the
Project Documents;

23.1.2 it has the sole purpose, object and business of undertaking the Project
and selling Energy Output in terms of the PPA;

23.1.3 its obligations under this Agreement and its rights and obligations under
the Project Documents to which it is a party are legal, valid and binding
and enforceable against it, in accordance with the terms of this
Agreement and such Project Documents to which it is a party;

23.1.4 all the Project Documents have been duly executed on proper authority
and are in full force and effect as at the Signature Date, save for those
Project Documents identified in Schedule 6 (Project Documents) that will
be executed in the Agreed Form after the Signature Date on proper
authority;

23.1.5 the execution and performance of any Project Documents do not and will
not contravene any provision of the memorandum or articles of
association or memorandum of incorporation of the Seller as at the
Signature Date, or any order or other decision of any Responsible
Authority or arbitrator that is binding on the Seller as at the Signature
Date;

33
23.1.6 all Consents required for the conduct of the Project are in full force and
effect as at the Signature Date, save for any Consents which are not
required under the Laws to be obtained by the Signature Date, provided
that the Seller warrants that it knows of no reason (having made all
reasonable enquiries in this regard) why any such Consent will not be
granted on reasonable terms by the time it is required to obtain such
Consent;

23.1.7 no litigation, arbitration, investigation or administrative proceeding is in

progress as at the Signature Date or, to the best of the knowledge of the
Seller as at the Signature Date (having made all reasonable enquiries),
threatened against it or any of the Contractors, which is likely to have a
material adverse effect on the ability of the Seller to conduct the Project;

23.1.8 the Seller is not subject to any obligation or non-compliance which is

likely to have a material adverse effect on its ability to conduct the
Project;

23.1.9 no proceedings or any other steps have been taken or, to the best of the
knowledge of the Seller (having made all reasonable enquiries),
threatened for the winding-up or liquidation (whether voluntary or
involuntary, provisional or final), judicial management (whether
provisional or final), business rescue or deregistration of the Seller or for
the appointment of a liquidator, judicial manager or similar officer over it
or over any of its assets;

23.1.10 it has not carried out any trading or business activities since its
incorporation or incurred any liabilities other than in connection with the
operations of the Project (including the entering into of this Agreement
and the other Project Documents);

23.1.11 all information disclosed by or on behalf of the Seller to the DoE at any
time up to the Signature Date and, in particular, during the bid process
preceding the award of this Agreement to the Seller, is true, complete
and accurate in all material respects and the Seller is not aware of any
material facts or circumstances not disclosed to the DoE which would, if
disclosed, be likely to have an adverse effect on the DoE’s decision
(acting reasonably) to enter into this Agreement with the Seller; and

23.1.12 the copies of the executed Project Documents, which have been
delivered to the DoE, are true and complete copies of such Project
Documents and there are no other documents replacing or relating to any
such Project Documents, which would materially affect the performance
of these Project Documents.

23.1.13 as at the Signature Date:

23.1.13.1 the Seller has an authorised and issued share capital as set out in
the Seller's shareholders agreement;

23.1.13.2 all shares in the issued share capital of the Seller are legally and
beneficially owned as represented in the Seller's shareholders
agreement;

34
23.1.13.3 save as provided in the Financing Agreements or the Seller's
shareholders agreement, no person has the right (whether actual or
contingent) to call for the issue of any share or loan capital in the
Seller whether pursuant to any option or otherwise including any
realisation of security;

23.1.13.4 save as provided in the Financing Agreements (in respect of all of

the security provided by the Seller to the Lenders or their nominee)
or the Seller's shareholders agreement, there are no Encumbrances
over or affecting any of the Equity or the Shareholder Loans and
there is no agreement or commitment to grant or create any such
Encumbrance;

23.1.14 no person (whether the Seller, a Shareholder, Contractor or any other

third person) has paid or agreed to pay any Success Payment in respect
of, in connection with or pursuant to the Project, other than the Success
Payments detailed in the Financial Model; and

23.1.15 the aggregate amount of the Success Payments paid or to be paid in

respect of, in connection with or pursuant to the Project by any person
(whether the Seller, a Shareholder, Contractor or any third person) are
not gratuitously large when compared to the Total Project Costs.

23.2 DoE warranties

The DoE represents and warrants to the Seller as on the Signature Date and
on each day thereafter during the Term, as follows:

23.2.1 it is duly established under the laws of South Africa and has the right,
power and authority to enter into this Agreement and to perform its
obligations hereunder; and

23.2.2 the execution and performance of this Agreement by it has been duly
authorised by all necessary action, and its obligations hereunder
constitute valid, binding and enforceable obligations.

24. MISCELLANEOUS

24.1 No partnership or agency

This Agreement shall not constitute or imply any partnership, joint venture,
agency, fiduciary relationship or other relationship between the Parties other
than the contractual relationship expressly provided for in this Agreement.
Neither Party shall have, nor represent that it has, any authority to make any
commitments on the other Party's behalf.

24.2 No amendment or variation

This Agreement may not be released, discharged, supplemented, interpreted,

amended, varied or modified in any manner except by an instrument in writing
signed by a duly authorised officer or representative of each of the Parties to
this Agreement.

35
24.3 Waiver

24.3.1 The failure of any Party to exercise any contractual right or remedy shall
not constitute a waiver thereof.

24.3.2 No waiver shall be effective unless it is communicated in writing to the

other Party.

24.3.3 No extension of time or relaxation of any of the provisions or terms of this

Agreement and/or any agreement or other undertaking made or executed
pursuant to or in terms of this Agreement, shall operate as an estoppel
against any Party in respect of its rights under this Agreement, nor shall it
operate so as to preclude such Party thereafter from exercising its rights
in accordance with this Agreement.

24.4 Third Parties

The Parties intend that terms and conditions of this Agreement shall be solely
for the benefit of the Parties and their respective successors, and shall not
confer any rights upon any third parties.

24.5 Counterparts

This Agreement may be executed in any number of counterparts or duplicates,

each of which shall be an original, and such counterparts or duplicates shall
together constitute one and the same agreement.

24.6 Entire Agreement

24.6.1 This Agreement contains the whole agreement between the Parties in
respect of the subject matter hereof and supersedes any prior written or
oral agreement between them.

24.6.2 Each Party acknowledges and agrees that it is not entering into this
Agreement in reliance on, and shall have no right of action against the
other Party in respect of, any assurance, promise, undertaking,
representation or warranty made by the other Party at any time prior to
the Signature Date, unless it is expressly set out in this Agreement.

24.7 Further assurances

Each Party agrees to execute, acknowledge and deliver such further

instruments, and do all further similar acts as may be necessary or appropriate
to carry out the purposes and intent of this Agreement.

24.8 Direct Agreement

In the event that the Seller intends to finance the Project on a limited recourse
or project finance basis, the DoE agrees that it shall enter into a Direct
Agreement with the Seller, the Lenders and the Buyer.

24.9 Public Relations and Publicity

36
24.9.1 The Seller acknowledges that certain information pertaining to the Project
and the Project Data is required to be disclosed in accordance with the
statutory reporting obligation of the DoE to publish information about the
performance of the Seller and/or any other information as it may be
required to publish from time to time in response to enquiries from:

24.9.1.1 Parliament and its members and officers in accordance with the
provisions of the Public Finance Management Act No. 1 of 1999;

24.9.1.2 the Auditor-General under the Public Audit Act No. 25 of 2004; and

24.9.1.3 persons acting in the public interest in accordance with the

provisions of the Promotion of Access to Information Act No. 2 of
2000.

24.9.2 Subject to clause 24.9.3, neither Party shall communicate with

representatives of the press, television, radio or other communications
media on any matter concerning this Agreement without the prior
approval of the other Party, such consent not to be unreasonably
withheld.

24.9.3 To the extent that the DoE is obliged to disclose or publish information
pursuant to clause 24.9.1, it undertakes to the Seller, if time permits, to
consult with the Seller prior to any communication contemplated by this
clause 24.9.3, and if time does not so permit, such consultation shall be
dispensed with by the Parties.

24.9.4 No facilities to photograph or film in or upon the Project Sites shall be

given to or permitted by the Seller unless the DoE has given prior written
approval.

24.10 Language

This Agreement is made only in the English language. Each document

referred to in this Agreement or to be delivered under it shall be in the English
language.

24.11 Costs

Each Party shall bear its own costs in relation to the negotiation and
preparation of this Agreement.

24.12 Severability

If any provision of this Agreement is held by a court or other Responsible

Authority to be unlawful, void or unenforceable, it shall be deemed to be
deleted from this Agreement and shall be of no force and effect and this
Agreement shall remain in full force and effect as if such provision had not
originally been contained in this Agreement. In the event of any such deletion
the Parties shall negotiate in good faith in order to agree the terms of a
mutually acceptable and satisfactory alternative provision in place of the
provision so deleted.

37
38
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by
their duly authorised representatives.

[NAME OF SELLER]

______________________________
By:

Name:

Title:

Date:

DEPARTMENT OF ENERGY

______________________________
By:

Name:

Title:

Date:

39
 SCHEDULE 1

DETAILS OF THE PROJECT AND FACILITY

Please see the next pages

[Parts 1 and 2 of Schedule 1 of the PPA will be inserted here once finalised]

40
 SCHEDULE 2

ECONOMIC DEVELOPMENT OBLIGATIONS

[Note to Bidders: the items in square brackets are dependent on the

Economic Development Proposal of the Seller and may be amended by the
Seller in accordance to its Economic Development Proposal, at all times
complying with the requirements as stated by the RFP.]

1. Recordal

It is recorded that:

1.1 the Seller having submitted a proposal in relation to Economic

Development for the implementation of the Project with certain Economic
Development commitments and having been appointed by the DoE,
based, inter alia, on the strength of its proposal in relation to Economic
Development, as the successful party to enter into this Agreement with
the DoE and implement the Project and the Economic Development
Obligations; and

1.2 the Parties wish to record the terms of the Seller commitments with
regard to the Economic Development Obligations in this Schedule 2
(Economic Development Obligations), with the intention that they be
contractually binding on the Seller.

2. Interpretation

2.1 In this schedule, unless the context otherwise requires, words and
expressions defined in this Agreement and not redefined in this schedule
shall have the same meaning when used herein.

2.2 The following words and phrases shall when used in this Schedule 2
(Economic Development Obligations) and typed in “Title Case” have the
meanings assigned to them hereunder, and cognate expressions shall
have corresponding meaning, namely:

"Actual Total Quantum" has the meaning attributed to it in paragraph

3.3 of this Schedule 2 (Economic Development Obligations);

"Adjusted Recognition of Gender" means the Adjusted Recognition for

Gender calculation, determined as follows:

A = B/2 + C

where:

A is the Adjusted Recognition of Gender;

B is the percentage of Employees in the measurement category who are

Black People;

41
C is the percentage of Employees in the measurement category who are
Black Women. C is limited to a maximum of 50% of the applicable target;

"Adjusted Enterprise Development Contributions" means those

Enterprise Development Contributions referred to in paragraph 3.4.14 of
this Schedule 2 (Economic Development Obligations);

"Adjusted Socio-Economic Development Contributions" means those

Socio-Economic Development Contributions referred to in paragraph
3.4.163.4.15 of this Schedule 2 (Economic Development Obligations);

"Amended B-BBEE Codes" means the amended B-BBEE Codes of

Good Practice issued under Government Gazette No. 36928 on 10
October 2013 in terms of section 9(1) of the B-BBEE Act;

"BBBEEB-BBEE" has the meaning given to it in the B-BBEE Act Broad

Based Black Economic Empowerment Act No. 53 of 2003;

"B-BBEE Act" means the Broad Based Black Economic Empowerment

Act No. 53 of 2003;

"B-BBEE Codes" means the B-BBEE Codes of Good Practice issued

under Government Gazette No. 29617 on 9 February 2007 in terms of
section 9(1) of the B-BBEE Act;

"BBBEEB-BBEE Procurement Spend" means monetary spend on the

procurement of goods and services (without double counting) from
Vendors, adjusted according to BBBEEB-BBEE Recognition Levels by
multiplying such spend by the corresponding percentage appearing in
respect of such recognition level under the column "BBBEEB-BBEE
Recognition Level" in the table appearing in the definition of "BBBEE
Recognition Levels";

"BBBEEB-BBEE Recognition Levels" means those levels which are

based on the overall performance of a Vendor, in respect of B-BBEE
measured in terms of any applicable Sector Code, the B-BBEE Codes
and/or the Amended B-BBEE Codes, demonstrated by the submission of
a valid B-BBEE Verification Certificate;means the following levels of
recognition of achievement in relation to Vendors in respect of BBBEE
measured in terms of the Department of Trade and Industry BBBEE
Codes of Good Practice, 2007 as indicated below:

BBBEE
Economic
Qualification Recognition
Development Status
Level

Level One Contributor ≥100 points on the Generic 135%

Scorecard

Level Two Contributor ≥85 but<100 on the 125%

Generic Scorecard

42
Level Three ≥75 but <85 on the Generic 110%
Contributor Scorecard

Level Four ≥65 but <75 on the Generic 100%

Contributor Scorecard

Level Five Contributor ≥55 but <65 on the Generic 80%

Scorecard

Level Six Contributor ≥45 but <55 on the Generic 60%

Scorecard

Level Seven ≥40 but <45 on the Generic 50%

Contributor Scorecard

Level Eight ≥30 but <40 on the Generic 10%

Contributor Scorecard

Non-compliant <30 on the Generic 0%

Contributor Scorecard

"B-BBEE Verification Certificate" means a B-BBEE rating certificate to

be issued by a South African National Accreditation System accredited
verification agency, a chartered accountant registered with the South
African Institute of Chartered Accountants or an auditor registered with
the Independent Regulatory Board for Auditors in terms of any applicable
Sector Code, the B-BBEE Codes or the Amended B-BBEE Codes, as
applicable;

"Black Women" means women who are Black People;

"Committed Obligations" means the Economic Development

Obligations, as stated in Annexes 2, 3, 4, 5, 6, 7 and 8;

"Construction Measurement Period" means the period commencing on

the SignatureEffective Date and ending on the day immediately
preceding the Commercial Operation Date;

"Distribution Connection Works" has the meaning ascribed given to it

in the PPA but includes the portion of such works undertaken by the
Seller in accordance with the conditions of any agreement concluded
between the Seller and the Distributor for the carrying out by the Seller of
such portion on a self-build basis;

"Distributor" has the meaning ascribed given to it in the PPA;

"Early Operating Period" has the meaning given to it in the PPA;

"Economic Development" means the development of specific

categories of people, enterprises and communities and/or economic
sectors, as provided for in this Schedule 2 (Economic Development
Obligations) and described in the Economic Development Elements;

43
"Economic Development Elements" means each of the Job Creation,
Local Content, Ownership, Management Control, Preferential
Procurement, Enterprise Development and Socio-Economic
Development elements of Economic Development, including where
applicable the Economic Development Sub-Elements;

"Economic Development Independent Monitor" means a person

appointed as such in terms of paragraph 9.1 of this Schedule 2
(Economic Development Obligations);

"Economic Development Obligations" means the undertakings and/or

obligations in relation to each of the Economic Development Elements in
respect of the Project Activities, as detailed in this Schedule 2 (Economic
Development Obligations);

"Economic Development Performance Credits" or "EDPC" means

those performance credits, as referred to in paragraph 8.1 of this
Schedule 2 (Economic Development Obligations);

"Economic Development Performance Deductions" or "EDPD" means

those performance deductions, as referred to in paragraph 8.1 of this
Schedule 2 (Economic Development Obligations);

"Economic Development Matrix" means the matrix to be submitted by

the Seller in terms of paragraph 7.1.1.2 in the form contained in Annex 1
(Form of Economic Development Matrix);

"Economic Development Plan" means the plan to be submitted by the

Seller in terms of paragraph 7.1.1.1 in the form contained in Annex 11
(Form of Economic Development Plan);

"Economic Development Sub-Elements" has the meaning attributed to

it in paragraph 3.4 of this Schedule 2 (Economic Development
Obligations);

"Economic Interest" means a claim against an enterprise representing a

return on ownership of the enterprise similar in nature to a dividend right,
measured using the Flow Through Principle;

"Employee" means a Person engaged on the Project Activities, whether

seconded to or employed directly in relation to such Project Activities and
Employment shall have a corresponding meaning;

"Employment Equity Regulations" means the regulations promulgated

in terms of the Employment Equity Act No. 55 of 1998;

"Enterprise Development" means initiatives (which include monetary

and non-monetary initiatives), carried out by a Measured Entity to assist
and accelerate the development and sustainability of other enterprises,
financial and operational independence of other enterprises;

"Enterprise Development Contributions" means the value of

Enterprise Development in respect of the following:

44
(a) Exempted Micro Enterprises or Qualifying Small Enterprises,
which are 50% owned and Controlled by Black People or Black
Women; or

(b) any other enterprise that is 50% owned and Controlled by Black
People or Black Women, with a BBBEEB-BBEE Recognition
Level of between Level 1 and Level 4, as determined by and in
terms of the Department of Trade and IndustryAmended
BBBEEB-BBEE Codes of Good Practice, 2007;

"EPC Contractor" means the Contractor engaged by the Seller in

relation to the design, construction and commissioning of the Facility;

"Equity Instrument" means the instrument by which a participant holds a

right of ownership in a Measured Entity;

"Exempted Micro Enterprise" or "EME" means an entity defined as

such, at the time of measurement, in terms of any Sector Code, the B-
BBEE Codes or the Amended B-BBEE Codes, as applicablean entity
which, at the time of the award of a contract to it for goods and services
in relation to Project Activities by a Measured Entity ("EME Relevant
Contract"), has a turnover of between zero (0) and R5 million
(determined without reference to the EME Relevant Contract);

"Exercisable Voting Rights" means a voting right attaching to an Equity

Instrument of a participant measured using the Flow Through Principle,
that is not subject to any limit other than limitations that may be subject to
financing arrangements imposed by lenders providing financing for such
Equity Instruments;

"Finance Charges" means all amounts, whether of interest, principal,

fees, expenses, charges, costs or the like, which the Seller is required to
pay to any of the Lender(s) under the Financing Agreements in
consideration or as a charge for financing provided by such a Lender;

"Flow Through Principle" means the measurement of Ownership in

terms of which only rights held by Persons are considered for such
measurement and, in respect of rights of Ownership held in a Measured
Entity through a juristic person, then the rights of Ownership held by
Black People in that juristic person are considered for measurement.
The measurement of ownership shall have regard to every tier of
ownership in a multi-tiered chain of ownership until that chain ends with a
Black Person holding ownership rights;

"Generic Scorecard" means the scorecard as referred to in the

Department of Trade and Industry BBBEE Codes of Good Practice,
2007;

"Indexed" means, in relation to an amount stipulated in this Agreement,

that the amount shall be adjusted on 1 April in each calendar year
starting 12 months following the base date of 1 April 2013 using the
following formula:

45
Pn = Pb * (In/Ib)

where:

Pn = the relevant amount in year n;

Pb = the relevant amount stipulated in this Agreement;

In = Consumer Price Index as published in year n in respect of the month

of December of year n-1;

Ib = 100, being the Consumer Price Index (Dec 2012 = 100) as published
in respect of the month of December 2012, as rebased by Statistics
South Africa (or its equivalent successor entity) from time to time;

and where:

Consumer Price Index means the weighted average consumer price

index (Dec 2012 = 100) as published by Statistics South Africa (or its
equivalent successor entity), which is referred to as "Headline CPI – All
urban areas" in Statistical Release P0141 from time to time (or equivalent
successor index);

"Job Creation" means those measures that a Measured Entity can

account for as being employed or implemented to achieve Employment
through the Project Activities;

"Local Communities" means a community or communities in the

Republic of South Africa:

(a) in one or more residential areas or villages within 50km from the
Project Site; and

(b) in the event that there are no residential areas or villages within
50km from the Project Site, in the nearest residential areas or
villages to the Project Site;

"Local Content" means the portion of the Total Project Value that is in
respect of South African Products;

"Management Control" means the effective control of the management

of a Measured Entity by reference to Top Management;

"Measured Entity" means an entity relied upon by the Seller to evidence

any one or more of the Economic Development Obligations in terms of
this Schedule 2 (Economic Development Obligations);

"NTC" has the meaning ascribed given to it in the PPA;

"Operating Measurement Period" means the period commencing on

the Commercial Operation Date and ending on the Termination Date;

46
 "Operations Contractor" means a Contractor engaged by the Seller for
the operations of the Facility; 3

"Ownership" means the effective ownership of shares in a Measured

Entity, which shall be determined with reference to Shareholding;

"Paterson Decision Band B" means the decision band defined in the
'Job Evaluation, Volume l, A New Method", being a publication by TT
Paterson (Business Books, 1972), generally used in the South African
employment industry for the grading of occupational levels of personnel;

"People with Disabilities" for purposes of the Project means people who
are considered as qualifying for protection as such in terms of the
Employment Equity Act No. 55 of 1998;

"Penalty and Reward Regime" means the Economic Development

Penalty and Reward Regime referred to in paragraph 8 of this Schedule
2 (Economic Development Obligations);

"Persons" means the natural persons engaged on the various levels in

the Project;

"Person Months" means a total of 160 hours worked by an Employeethe

total number of Employees in each of the Contract Months, within the
Construction Measurement Period and the Operating Measurement
Period, as applicable, which are adjusted for the actual working time,
compared to normal working time;

"Preferential Procurement" means the extent to which a Measured

Entity procures goods and services from suppliers with BBBEEB-BBEE
Recognition Levels;

"Project Activities" means activities related to the design, the

construction, operation and maintenance of the Facility, including the sale
of Energy Output to the Buyer and for purposes of the Job Creation
Element, shall include the Employment of people to manage, within the
Project, activities required to comply with the obligations related to
Economic Development;

"Province" means a province as contemplated in Schedule 6 of the

Constitution of the Republic of South Africa Act No. 108 of 1996;

"Qualifying Small Enterprise" or "QSE" means an entity defined as

such, at the time of measurement, in terms of any Sector Code, the B-
BBEE Codes or the Amended B-BBEE Codes, as applicable an entity
which, at the time of the award of a contract to it for goods and services
in relation to Project Activities by a Measured Entity ("QSE Relevant

3
Drafting Note: The relevance of this definition and the rest of the references in this Schedule 2
(Economic Development Obligations) to Operations Contractor will depend on the structure proposed by
the Bidder.

47
Contract"), has a turnover of between R5 million and R35 million
(determined without reference to the QSE Relevant Contract);

"Quarterly Achievement" means the achievements of the Seller in

respect of Economic Development as more clearly stated in paragraph
8.1.3 of this Schedule 2 (Economic Development Obligations);

"Quarterly Obligations" means the levels of the Committed Obligations

for each Contract Quarter, denoted in Annex 10 (Quarterly Obligations) of
this Schedule 2 (Economic Development Obligations), in respect of the
Economic Development Elements, determined in each case in terms of
paragraph 5.2 (Economic Development Elements);

"Recognition for Local Enterprises" means expenditure allocated to

enterprises; adjusted for localness; in the following manner:

(a) Black Enterprises based in Local Communities – 135%;

(b) Black Enterprises based in the Province where the Project is

Located – 100%;

(c) Black Enterprises based in rest of the Republic of South Africa –

80%; and

(d) all other – 10%;

"Recognition for Localness" means expenditure allocated to persons

and/or enterprises; adjusted for localness; in the following manner:

(a) Based in Local Communities – 135%;

(b) Based in the Province where the Project is Located – 100%;

(c) Based in rest of the Republic of South Africa – 80%; and

(d) all other – 10%;

"Reporting Obligations" means the reporting obligations of the Seller

and the Contractors in terms of this Schedule 2 (Economic Development
Obligations), specifically as stated in paragraph 7 of this Schedule 2
(Economic Development Obligations);

"Revenue" means, in relation to any reporting period, all amounts paid to

or received by the Seller in terms of the PPA, excluding the Use of
System Charges;

"RSA Based Employees" means those Employees based in the

Republic of South Africa;

"Sector Code" means a code designated as such, and issued in terms of

section 9(1) of the B-BBEE Act, developed by major stakeholders in a
particular industry;

48
"Shareholding" means the Exercisable Voting Rights and Economic
Interest in a Measured Entity;

"Skilled Black People" means Black People employed in Occupational

Level C or higher as defined in Annex 2 of the Employment Equity
Regulations, and includes skilled technical and academically qualified
workers, junior management, supervisors, foremen, superintendents,
which shall for purposes of this Schedule 2 (Economic Development
Obligations) be equivalent to the Paterson Decision Band B or better;

"Skilled Employees" means Employees employed in Occupational Level

C or higher as defined in Annex 2 of the Employment Equity Regulations,
and includes skilled technical and academically qualified workers, junior
management, supervisors, foremen, superintendents, which shall for
purposes of this Schedule 2 (Economic Development Obligations) be
equivalent to the Paterson Decision Band B or better;

"Socio-Economic Development" means the initiatives carried out by a

Measured Entity towards broad social and economic advancement of
Black People in underdeveloped communities, which includes, without
limitation, initiatives focusing on education, healthcare and
programme(s), infrastructure development, enterprise creation within
communities, reconstruction of underdeveloped areas, community
training and skills development;

"Socio-Economic Development Contributions" shall have the meaning

attributed to it in paragraph 3.4.15 of this Schedule 2;

"South African Products" means the Total Project Value, excluding:

(a) the cost of components, parts or materials which have been or

are still to be imported (whether by the Seller or the EPC
Contractor or any of their contractors) and which costs are
inclusive of costs abroad, plus freight and other direct importation
costs, such as landing costs, dock dues, import duty, sales duty
or other similar tax or duty at the South African port of entry; and

(b) the costs of or payments made in respect of services or service

providers that are not South African tax paying persons or
entities;

"Top Management" means Employees of a Measured Entity who are:

(a) members of the occupation category of "Top Management" as

determined using the Employment Equity Regulations enacted in
terms of the Employment Equity Act; and

(b) appointed by or on the authority of the board of directors to

undertake the day-to-day management of that Measured Entity
and who:

49
 (i) have individual responsibility for the overall management
and for the financial management of that Measured Entity;
and

(ii) actively involved in developing and implementing the

Measured Entity's overall strategy;

"Total Amount of Procurement Spend" means the monetary spend on

the procurement of goods and services for purposes of undertaking the
Project Activities (without double counting), excluding costs of imported
goods and services, taxation, salaries and wages;

"Total Project Value" means during the Construction Measurement

Period, the capital costs and costs of services procured for the
construction of the Facility, excluding Finance Charges, land costs, and
mobilisation fees to the Operations Contractor and the costs payable to
the Distributor, NTC and/or a Contractor for the Distribution Connection
Works or the Transmission Connection Works (as the case may be);

"Total Shareholding" means the total Exercisable Voting Rights and

Economic Interest in a Measured Entity;

"Transmission Connection Works" has the meaning ascribed given to

it in the PPA;

"Use of System Charges" has the meaning ascribed given to it in the

PPA;

"Vendors" means subcontractors to the Seller, the EPC Contractor 4 and

Operations Contractor 5, (excluding in the case of the Seller, the EPC
Contractor and/or Operations Contractor themselves), and suppliers, on
any tier, who supply materials and other supplies or services to the Seller
and/or the EPC Contractor and/or Operations Contractor in relation to the
Project Activities;

"Women" means persons of the female gender;

"Women Owned Vendors" means suppliers and subcontractors with

50% or more of their equity owned by Women; and

"Youth" for purposes of the Project, means Persons between the ages of
18 and 35 years, when entering the Project.

2.3 All references in this Schedule 2 (Economic Development Obligations) to

any Sector Code, the Department of Trade and Industry BBBEEB-BBEE

4
Drafting Note: Where applicable.
5
Drafting Note: Where applicable.

50
 Codes and the Amended B-BBEE Codes of Good Practice, 2007, are to
such codes as they exist at the SignatureEffective Date. 6

3. General Obligations

3.1 The Seller undertakes that, in undertaking the Project Activities, it will:

3.1.1 without derogating from any of the obligations contained in this

Schedule 2 (Economic Development Obligations), carry out its
obligations in relation to and comply with the Economic
Development Obligations and attain or exceed the Quarterly
Obligations;

3.1.2 comply with its Reporting Obligations;

3.1.3 bring to the DoE’s attention any non-compliance with the Economic
Development Obligations by the Seller, or a change in the Seller
that may impact on the Economic Development Obligations and the
measures that it plans to implement to rectify such non-compliance
with the Economic Development Obligations;

3.1.4 generally promote and encourage contracting with QSEs, EMEs and
enterprises owned by Black People in addition to those mentioned in
this Schedule 2 (Economic Development Obligations), through other
outsourcing and subcontracting of the Project operations wherever
possible and within the reasonable capacity of the Seller and/or the
Contractors to do so;

3.1.5 develop the skills of such of its Employees who are Black People,
and continuously improve their responsibilities and Employment
positions in the Seller and the Contractors through, inter alia, human
resources training, general preference to Black People in appointing
people to new Employment positions, and general career
development of Black People;

3.1.6 keep a record of all activities undertaken in the Project in respect of

Economic Development (including, without limitation, information
relating to the achievement of the Economic Development
Obligations by the Seller and the Contractors to the extent relied
upon by the Seller) and make such a record(s) available to the DoE,
its representatives and/or the auditors and allow them access to
such information on request;

3.1.7 in the event of there being a delay in the performance of the Project,
submit a report to the DoE indicating how the Economic
Development Obligations during the delay period and in the
following periods would be complied with; and

6
Drafting Note: Appropriate revisions may need to be made to this Schedule 2 (Economic Development
Obligations) if new or amended Codes are issued prior to the Effective Date.

51
3.1.8 not do, or cause to be done anything that can result in non-
compliance with the Economic Development Obligations.

3.2 Non-compliance with the above general obligations will result in the
application of the Penalty and Reward Regime, which may result in
Economic Development Performance Deductions and may also result in
Termination Points and/or ultimate termination of this Agreement.

3.3 "Actual Total Quantum", for purposes of this Schedule 2 (Economic

Development Obligations) means, in relation to the Economic
Development Obligations:

3.3.1 in respect of Job Creation: (100-SR-01 (RSA Based Employees who

are Citizens), 100-SR-02 (Employees who are Black People), 100-
SR-03 (Skilled Employees who are Black People) and 100-SR-04
(RSA Based Employees who are Citizens from Local Communities))
and Management Control (400-SR-01 (Black Top Management)),
the actual number of Person Months;

3.3.2 in respect of Local Content (200-SR-01 (Value of Local Content

Spend); Preferential Procurement (500-SR-01 (BBBEEB-BBEE
Procurement), 500-SR-02 (QSE and EME procurement) and 500-
SR-03 (Women Owned Vendor Procurement)); Enterprise
Development (600-SR-01 (Enterprise Development Contributions)
and 600-SR-02 (Adjusted Enterprise Development Contributions));
Socio-Economic Development (700-SR-01 (Socio-Economic
Development Contributions), 700-SR-02 (Adjusted Socio-Economic
Development Contributions)), the actual amount spent in rRand
terms by a Measured Entity;

3.3.3 in respect of Ownership (300-PC-01 (Shareholding by Black People)

and 300-PC-02 (Shareholding by Local Communities) 300-CC-01
(Shareholding by Black People) and 300-OM-01 (Shareholding by
Black People)), the actual Shareholding in the relevant Measured
Entity,

as the case may be, relevant to the measurement parameters for the
Economic Development Elements, in a specific Contract Quarter in which
the Economic Development Obligations are being measured or
determined.

3.4 "Economic Development Sub-Elements", for purposes of this

Schedule 2 (Economic Development Obligations) means the following
sub-elements, which collectively comprise the Economic Development
Obligations:

3.4.1 100-SR-01 – RSA Based Employees who are Citizens. For

purposes of this definition, reference to "RSA Based Employees
who are Citizens" shall mean Employees who are ordinarily resident
in the Republic of South Africa and are Citizens expressed as (i) a
percentage of RSA Based Employees and (ii) a quantum of their
total Person Months;

52
3.4.2 100-SR-02 – RSA Based Employees who are Black People. For
purposes of this definition, reference to "RSA Based Employees
who are Black People" shall mean Employees who are ordinarily
resident in the Republic of South Africa and are Black People
expressed as (i) a percentage of RSA Based Employees and (ii) a
quantum of their total Person Months;

3.4.3 100-SR-03 – Skilled Employees who are Black People. For

purposes of this definition, reference to "Skilled Employees who are
Black People" shall mean Employees who are ordinarily resident in
the Republic of South Africa and are Skilled Black People expressed
as (i) a percentage of the total Skilled Employees and (ii) a quantum
of their total Person Months;

3.4.4 100-SR-04 – RSA Based Employees who are Citizens from

Local Communities. For purposes of this definition, reference to
"RSA Based Employees who are Citizens from Local Communities"
shall mean Employees who are ordinarily resident in the Republic of
South Africa and are Citizens and reside in Local Communities
expressed as (i) a percentage of RSA Based Employees and (ii) a
quantum of their total Person Months;

3.4.5 200-SR-01 - Value of Local Content Spend. For purposes of this

definition, reference to "Value of Local Content Spend" shall mean
the portion of Local Content as a percentage of the Total Project
Value incurred;

3.4.6 300-PC-01, 300-CC-01 or 300-OM-01 – Shareholding by Black

People in the Seller, the EPC Contractor or Operations
Contractor respectively. For purposes of this definition, reference
to "Shareholding by Black People" shall mean Shareholding in the
enterprise by Black People as a percentage of the Total
Shareholding in the Measured Entity;

3.4.7 300-PC-02 - Shareholding by Local Communities in the Seller.

For purposes of this definition, reference to "Shareholding by Local
Communities" shall mean Shareholding by Local Communities (only
in respect of Economic Interest) as a percentage of the Total
Shareholding (only in respect of Economic Interest) in the Measured
Entity 7;

3.4.8 400-SR-01 - Black Top Management. For purposes of this

definition, reference to "Black Top Management" shall mean Black
People Employed in Top Management as a percentage of the total
Employees in Top Management using the Adjusted Recognition of
Gender;

7
Drafting Note: The wording "(only in respect of Economic Interest)" applies only where the Local
Community has no Exercisable Voting Rights in the Seller and will be deleted to the extent that the Local
Community has Exercisable Voting Rights in the Seller.

53
3.4.9 500-SR-01 - BBBEEB-BBEE Procurement. For purposes of this
definition, reference to "BBBEEB-BBEE Procurement" shall mean
BBBEEB-BBEE Procurement Spend as a percentage of Total
Amount of Procurement Spend;

3.4.10 500-SR-02 - QSE and EME Procurement. For purposes of this

definition, reference to "QSE and EME Procurement" shall mean
BBBEEB-BBEE Procurement Spend from Qualifying Small
Enterprises or Exempted Micro Enterprises as a percentage of Total
Amount of Procurement Spend;

3.4.11 500-SR-03 - Women Owned Vendor Procurement. For purposes

of this definition, reference to "Women Owned Vendor Procurement"
shall mean monetary spend from Women Owned Vendors as a
percentage of Total Amount of Procurement Spend;

3.4.12 600-SR-01 - Enterprise Development Contributions. For

purposes of this definition, reference to "Enterprise Development
Contributions" shall mean the contributions made towards
Enterprise Development as a percentage of the Revenue;

3.4.13 600-SR-02 - Adjusted Enterprise Development Contributions.

For purposes of this definition, reference to "Adjusted Enterprise
Development Contributions" shall mean the contributions made
pursuant to Enterprise Development adjusted using the Recognition
for Local Enterprises as a percentage of the Revenue;

3.4.14 700-SR-01 – Socio-Economic Development Contributions. For

purposes of this definition, reference to "Socio-Economic
Development Contributions" shall mean the contributions made
pursuant to Socio-Economic Development as a percentage of the
Revenue; and

3.4.15 700-SR-02 - Adjusted Socio-Economic Development

Contributions. For purposes of this definition, reference to
"Adjusted Socio-Economic Development Contributions" shall mean
contributions made pursuant to Socio-Economic Development
adjusted using the Recognition for Localness as a percentage of the
Revenue.

4. Implementation and Duration

4.1 The Economic Development Obligations shall, where applicable, be

implemented as indicated in Annex 10 (Quarterly Obligations) of this
Schedule 2 (Economic Development Obligations).

4.2 The Seller shall, as part of its reporting in terms of this Agreement,
procure that its chief executive officer reports to the DoE or the Economic
Development Independent Monitor (if one is appointed) the progress
made in performing the Economic Development Obligations in respect of
the relevant measurement periods.

5. Economic Development Elements

54
5.1 The Economic Development requirements to be met by the Seller and its
Contractors in the Construction Measurement Period and the Operating
Measurement Period are contained in this Schedule 2 (Economic
Development Obligations).

5.2 Quarterly Obligations will:

5.2.1 in the case of Job Creation, be the percentage and quantum values
for each Contract Quarter as expressed in Annex 10 (Quarterly
Obligations) of this Schedule 2 (Economic Development
Obligations); and

5.2.2 in the case of Economic Development Elements other than Job

Creation ("Other ED Elements"), be the percentage as expressed
in Annex 10 (Quarterly Obligations) of this Schedule 2 (Economic
Development Obligations). The quantum values indicated in Annex
10 (Quarterly Obligations) in respect of these Other ED Elements
are only indicative of the extent of projected quantum achievement,
based on the Seller’s forecasts.

5.3 The Seller will:

5.3.1 be measured for compliance with the Economic Development Sub-

Elements;

5.3.2 have Economic Development Performance Deductions levied in

terms of paragraph 8.1 of this Schedule 2 (Economic Development
Obligations) for not meeting its Quarterly Obligations in a Contract
Quarter;

5.3.3 be subject to termination based on Termination Points as

contemplated in clause 13.2 (Termination Points);

5.3.4 be monitored for compliance with the Quarterly Obligations; and

5.3.5 be awarded Economic Development Performance Credits in terms

of paragraph 8.1 of this Schedule 2 (Economic Development
Obligations) for exceeding its Quarterly Obligations in a Contract
Quarter.

5.4 The Economic Development Performance Deductions and Economic

Development Performance Credits will be reconciled in terms of
paragraph 8.1.4 of this Schedule 2 (Economic Development Obligations).

5.5 Economic Development in the Early Operating Period

5.5.1 Sellers who deliver Early Operating Energy to the Buyer will be
entitled to undertake initiatives in the Early Operating Period in
respect of Enterprise Development and Socio-Economic
Development Elements.

5.5.2 The DoE shall recognise any contributions to Enterprise

Development and Socio-Economic Development made by the Seller
in the Early Operating Period as part of the contributions in the first

55
 Contract Quarter of the Operating Measurement Period.

5.5.3 In order for the Department to recognise such contributions, the

Seller shall:

5.5.3.1 notify the Department of its intention to undertake Enterprise

Development and/or Socio-Economic Development initiatives
in the Early Operating Period prior to the commencement of
such period;

5.5.3.2 submit reports on the progress made in respect of contributions

made in relation to Enterprise Development and/or Socio-
Economic Development in the Early Operating Period. These
reports are to be submitted in addition to the Economic
Development quarterly reports due in the Construction
Measurement Period, together with such Construction
Measurement Period Economic Development quarterly reports;
and

5.5.3.3 submit, as part of the first Contract Quarter of the Operating

Measurement Period, details of any contributions made to
Enterprise Development and/or Socio-Economic Development
in the Early Operating Period, which shall consolidate all of the
progress reports submitted in respect of the Early Operating
Period.

6. Seller's Undertakings8

The Seller undertakes to attain or exceed the following levels of achievement

in respect of the Economic Development Obligations:

6.1 Job Creation

6.1.1 The Seller undertakes to the DoE that the Employment of

Employees will comply with the Committed Obligations in Annex 2
(Job Creation Obligations).

6.1.2 The tables detailing the Committed Obligations in relation to Job

Creation are annexed hereto as Annex 2 (Job Creation Obligations).

6.1.3 The Quarterly Obligations, in respect of Job Creation, are contained

in Annex 10 (Quarterly Obligations). The Seller shall procure that
the Quarterly Obligations referred to in Annex 10 (Quarterly
Obligations) with regard to Job Creation, are attained or exceeded
by it in the relevant periods.

8
Drafting Note: the obligations of the Seller contained in this section of Schedule 2 will be guided by the
RFP Proposal submitted by the Seller.

56
6.2 Local Content

6.2.1 The Seller undertakes to the DoE that it will procure that the
Committed Value of Local Content Spend will comply with its
oObligations in Annex 3 (Local Content Element Obligations) are
complied with.

6.2.2 The Quarterly Obligations, in respect of Local Content, are

contained in Annex 10 (Quarterly Obligations). The Seller shall
procure that the Quarterly Obligations referred to in Annex 10
(Quarterly Obligations) with regard to Local Content, are attained or
exceeded by it in the relevant periods.

6.3 Ownership

6.3.1 The Seller undertakes to the DoE that it will procure that the
Committed Obligations in Annex 4 (Ownership Element Obligations)
are complied with.

6.3.2 The Seller undertakes to the DoE that it, and the Contractors, shall
procure that the Control of the Seller, or the Control of the
Contractors (as the case may be) reflects a participation by Black
People and/or Black Enterprises of not less than the percentage of
Shareholding required to be held by Black People in the Seller or
the Contractors pursuant to the provisions of this Schedule 2
(Economic Development Obligations).

6.3.3 The Quarterly Obligations, in respect of Ownership, are contained in

Annex 10 (Quarterly Obligations). The Seller shall procure that the
Quarterly Obligations referred to in Annex 10 (Quarterly Obligations)
with regard to Ownership, are attained or exceeded by it and its
Contractors in the relevant periods.

6.4 Management Control

6.4.1 The Seller undertakes to the DoE that it will procure that the
Employment of Employees will comply with the Committed
Obligations in relation to Top Management in Annex 5 (Management
Control Element Obligations).

6.4.2 The Quarterly Obligations, in respect of Management Control, are

contained in Annex 10 (Quarterly Obligations). The Seller shall
procure that the Quarterly Obligations referred to in Annex 10
(Quarterly Obligations) with regard to Management Control, are
attained or exceeded in the relevant periods.

6.5 Preferential Procurement

6.5.1 The Seller undertakes to the DoE that it will procure compliance with
the Committed Obligations in relation to the Preferential
Procurement element in Annex 6 (Preferential Procurement Element
Obligations).

57
6.5.2 The Quarterly Obligations, in respect of Preferential Procurement,
are contained in Annex 10 (Quarterly Obligations). The Seller shall
procure that the Quarterly Obligations referred to in Annex 10
(Quarterly Obligations) are attained or exceeded in the relevant
periods.

6.5.3 Impact of B-BBEE Codes and Amended B-BBEE Codes on the

Committed Obligations in relation to Preferential Procurement

6.5.3.1 The Parties anticipate that the introduction of the Amended B-

BBEE Codes may have an impact on the interpretation of the
Committed Obligations in relation to Preferential Procurement.

6.5.3.2 The Parties therefore wish to regulate how Preferential

Procurement will be recognised during the Term.

6.5.3.3 In order to demonstrate compliance with the Preferential

Procurement Sub-Elements which utilise B-BBEE Recognition
Levels to measure compliance, the Seller’s contribution thereto
will be recognised based on the valid B-BBEE Verification
Certificate submitted in respect of the relevant Vendor, whether
that verification certificate is issued in terms of a Sector Code,
the B-BBEE Codes or the Amended B-BBEE Codes.

6.6 Enterprise Development

6.6.1 The Seller undertakes to the DoE that it will procure compliance with
the Committed Obligations in relation to Enterprise Development
contained in Annex 7 (Enterprise Development Element
Obligations).

6.6.2 The Quarterly Obligations, in respect of Enterprise Development,

are contained in Annex 10 (Quarterly Obligations). The Seller shall
procure that the Quarterly Obligations referred to in Annex 10
(Quarterly Obligations) are attained or exceeded by it in the relevant
periods.

6.7 Socio-Economic Development

6.7.1 The Seller undertakes to the DoE that it will comply with the
requirements pertaining to Committed Obligations in terms of the
Socio-Economic Development element contained in Annex 8 (Socio
Economic Development Element Obligations).

6.7.2 The Quarterly Obligations, in respect of Socio-Economic

Development, are contained in Annex 10 (Quarterly Obligations).
The Seller shall procure that the Quarterly Obligations referred to in
Annex 10 (Quarterly Obligations) with regard to Socio-Economic
Development, are attained or exceeded by it in the relevant periods.

7. Reporting Obligations of the Seller and its Contractors

58
7.1 The Seller undertakes to submit reports in such form as may reasonably
be required by the DoE, to the DoE. The Seller’s obligation to the DoE
shall include but not be limited to the following:

7.1.1 to, at the end of the first Contract Month (for the period between the
Signature Date and the end of the first Contract Year), and
thereafter at the beginning of each subsequent Contract Year:

7.1.1.1 deliver an Economic Development Plan detailing the measures

that the Seller will implement in that Contract Year and
subsequent Contract Years to achieve the Committed
Obligations. The Economic Development Plan shall as a
minimum include all of the information required in and fully
comply with Annex 11 (Form of Economic Development Plan);
and

7.1.1.2 deliver an Economic Development Matrix in relation to the

Seller’s commitments for the relevant Contract Year. The
Economic Development Matrix shall as a minimum include all
of the information required in and fully comply with Annex 1
(Form of Economic Development Matrix);

7.1.2 to, within fifteen (15) calendar days after the end of each Contract
Quarter, deliver details of the Actual Total Quantum in relation to
Economic Development Obligations.

7.2 For the avoidance of doubt:

7.2.1 the reports of the Seller must include the performance of all the
Economic Development Obligations including those in respect of
which the Seller relies on its Contractors to achieve; and

7.2.2 the Parties explicitly agree and record that nothing contained in the
Economic Development Plan shall be construed to be qualifying or
in any manner reducing the Economic Development Obligations,
contained in the Committed Obligations. In the event of any conflict
between the Economic Development Plan and any other Economic
Development Obligation(s) contained in this Schedule 2 (Economic
Development Obligations), then the provisions of this Schedule 2
(Economic Development Obligations) shall apply without reference
to the Economic Development Plan.

7.3 The Seller must, in addition to the Actual Total Quantum in relation to the
Economic Development Obligations referred to in paragraph 7.1.2,
include as part of their report details of the Actual Total Quantum for each
of the Economic Development Elements as follows:

7.3.1 In respect of Job Creation:

7.3.1.1 100-SR-01 – RSA Based Employees who are Citizens,

expressed in Person Months;

59
7.3.1.2 100-SR-02 – RSA Based Employees who are Black People,
expressed in Person Months;

7.3.1.3 100-SR-03 – Skilled Employees who are Black People,

expressed in Person Months;

7.3.1.4 100-SR-04 – RSA Based Employees who are Citizens from

Local Communities, expressed in Person Months;

7.3.1.5 Total RSA Based Employees, expressed in Person Months;

7.3.1.6 Total RSA Based Employees who are Skilled Employees,

expressed in Person Months; and

7.3.1.7 indicate, in Person Months, the number of Employees who are

People with Disabilities, Women and Youth, if any.

7.3.2 In respect of Local Content:

200-SR-01 – Value of Local Content Spend, expressed in rRand

terms and a declaration in relation to Local Content as may be
required by the Department.

7.3.3 In respect of Ownership:

7.3.3.1 300-PC-01, 300-CC-01 or 300-OM-01 – Shareholding by Black

People, expressed as a percentage of the Total Shareholding
in the Measured Entity; and

7.3.3.2 300-PC-02 - Shareholding by Local Communities, expressed

as a percentage of the Total Shareholding in the Measured
Entity.

7.3.4 In respect of Management Control:

400-SR-02 - Black Top Management, expressed in Person Months.

7.3.5 In respect of Preferential Procurement:

7.3.5.1 500-SR-01 - BBBEEB-BBEE Procurement, expressed in

rRand terms;

7.3.5.2 500-SR-02 - QSE and EME Procurement, expressed in rRand

terms;

7.3.5.3 500-SR-03- Women Owned Vendor Procurement, expressed in

rRand terms; and

7.3.5.4 indicating in rRand terms, goods and services procured from

enterprises owned by People with Disabilities, Women and
Youth, if any.

7.3.6 In respect of Enterprise Development:

60
7.3.6.1 600-SR-01 - Enterprise Development Contributions, expressed
in rRand terms; and

7.3.6.2 600-SR-02 - Adjusted Enterprise Development Contributions,

expressed in rRand terms.

7.3.7 In respect of Socio-Economic Development:

7.3.7.1 700-SR-01 - Socio-Economic Development Contributions,

expressed in rRand terms; and

7.3.7.2 700-SR-02 - Adjusted Socio-Economic Development

Contributions, expressed in rRand terms.

7.4 The DoE shall in respect of the Economic Development Plan delivered to
it in terms of paragraph 7.1.1.1 above be entitled to suggest that the
Seller considers alternative plans to those that the Seller proposes to
implement to meet the Quarterly Obligations and achieve the Committed
Obligations in respect of Socio Economic Development ("Socio-
Economic Development Plan"), in the case where similar plans are
being or will be implemented by other sellers in other projects as part of
the IPP Programme. The DoE shall provide such comments within twenty
(20) Business Days of receipt of the Economic Development Plans. The
Seller shall consider and take into account the DoE’s suggestions raised
in relation to its Socio-Economic Development Plan and shall within
twenty (20) Business Days submit a revised Economic Development Plan
indicating how it has considered and taken into account the DoE’s
comments in relation to the Socio-Economic Development Plan.

8. Economic Development Performance Measurement

8.1 Economic Development Performance Credits and Deductions

8.1.1 The following formulae will be applied to determine the Economic

Development Performance Credits ("EDPC") that the DoE may
award the Seller, or Economic Development Performance
Deductions ("EDPD") that the DoE may levy on the Seller
depending on the performance of the Seller and its Contractors in
exceeding, meeting, or failing to meet the Economic Development
Obligations as specified in Annex 2 - Annex 8: 9
123

𝑃𝑒𝑟𝑓𝑜𝑟𝑚𝑎𝑛𝑐𝑒 𝑉𝑎𝑙𝑢𝑎𝑡𝑖𝑜𝑛 𝑖𝑛 𝑡ℎ𝑒 𝐶𝑜𝑛𝑠𝑡𝑟𝑢𝑐𝑡𝑖𝑜𝑛 𝑀𝑒𝑎𝑠𝑢𝑟𝑒𝑚𝑒𝑛𝑡 𝑃𝑒𝑟𝑖𝑜𝑑 = 𝑃 ∗ � 𝑊𝑖 ∗ 𝑆𝐹𝑖

𝑖=1

15

𝑃𝑒𝑟𝑓𝑜𝑟𝑚𝑎𝑛𝑐𝑒 𝑉𝑎𝑙𝑢𝑎𝑡𝑖𝑜𝑛 𝑖𝑛 𝑡ℎ𝑒 𝑂𝑝𝑒𝑟𝑎𝑡𝑖𝑛𝑔 𝑀𝑒𝑎𝑠𝑢𝑟𝑒𝑚𝑒𝑛𝑡 𝑃𝑒𝑟𝑖𝑜𝑑 = 𝑃 ∗ � 𝑊𝑖 ∗ 𝑆𝐹𝑖

𝑖=1

9
Drafting Note: Bidders must note that their obligations are to be expressed in percentage terms as
contained in the Annexes 2 to 8 (Committed Obligations).

61
 where

8.1.1.1 PConstruction Measurement Period = R [***] 10

8.1.1.2 POperating Measurement Period = R[***] 11 Indexed

8.1.1.3 i = the specific Economic Development

Sub-Element

8.1.1.4 Wi = Weight of Economic Development Sub-

Element i extracted from Table 9.1 in
Annex 9 (Economic Development
Weights and Scaling Factors)

8.1.1.5 SFi = Scaling Factor extracted from Table 9.2

in Annex 9 (Economic Development
Weights and Scaling Factors) based on
the performance in respect of each
Economic Development Sub-Element in
the relevant Contract Quarter ("QEP"),
where QEP is determined as follows:

8.1.1.5.1 in the case of Job Creation, it shall be as indicated in

paragraph 8.1.3.1 of this Schedule 2 (Economic
Development Obligations) for each of the Job Creation
Economic Development Sub-Elements; and

8.1.1.5.2 in the case of all other Economic Development Sub-

Elements, it shall be in terms of the following formula:

𝑄𝑢𝑎𝑟𝑡𝑒𝑟𝑙𝑦 𝐴𝑐ℎ𝑖𝑒𝑣𝑒𝑚𝑒𝑛𝑡 𝑖𝑛 𝑡ℎ𝑒 𝐶𝑜𝑛𝑡𝑟𝑎𝑐𝑡 𝑄𝑢𝑎𝑟𝑡𝑒𝑟

𝑄𝐸𝑃𝑖 =
𝑄𝑢𝑎𝑟𝑡𝑒𝑟𝑙𝑦 𝑂𝑏𝑙𝑖𝑔𝑎𝑡𝑖𝑜𝑛 𝑖𝑛 𝑡ℎ𝑒 𝐶𝑜𝑛𝑡𝑟𝑎𝑐𝑡 𝑄𝑢𝑎𝑟𝑡𝑒𝑟

8.1.2 If the Performance Valuation results in a positive value, it is an

EDPD, and if the Performance Valuation results in a negative value,
it is an EDPC.

8.1.3 QEP in respect of Job Creation and Quarterly Achievement in

respect of each other Economic Development Sub-Element shall be
determined as follows:

10
Drafting Note: amount to be extracted from the financial model of the Bidder, determined based on 5%
of the costs of the design, construction and commissioning of the Facility in the average Contract Quarter
and will be fixed prior to Signature Date, on a date to be notified by the DoE to the Preferred Bidders.
11
Drafting Note: this amount is to be based on 2% of the Bidder’s forecast revenue averaged to a single
quarter to be extracted from the financial model of the Bidder and will be fixed prior to the Signature Date
on a date notified by the DoE to the Preferred Bidders.

62
8.1.3.1 in respect of Job Creation:

8.1.3.1.1 100-SR-01: RSA Based Employees who are Citizens

𝐐𝐮𝐚𝐫𝐭𝐞𝐫𝐥𝐲 𝐀𝐜𝐡𝐢𝐞𝐯𝐞𝐦𝐞𝐧𝐭 𝐢𝐧 𝐭𝐡𝐞 𝐂𝐨𝐧𝐭𝐫𝐚𝐜𝐭 𝐐𝐮𝐚𝐫𝐭𝐞𝐫 % 𝟏𝟎𝟎 − 𝐒𝐑 − 𝟎𝟏

𝐐𝐄𝐏 = � � ∗ 𝟎. 𝟑𝟑 +
𝐐𝐮𝐚𝐫𝐭𝐞𝐫𝐥𝐲 𝐎𝐛𝐥𝐢𝐠𝐚𝐭𝐢𝐨𝐧 𝐢𝐧 𝐭𝐡𝐞 𝐂𝐨𝐧𝐭𝐫𝐚𝐜𝐭 𝐐𝐮𝐚𝐫𝐭𝐞𝐫 % 𝟏𝟎𝟎 − 𝐒𝐑 − 𝟎𝟏

∑𝑛𝑗=1 Actual RSA Based Employees who are Citizens in Person − Months
� 𝑛 � ∗ 0.67
∑𝑗=1 Quarterly Obligation in the Contract Quarter of RSA Based Employees who are Citizens in Person − Months

where
∑𝑛𝑗=1 RSA Based Employees who are Citizens in Person − Months
Quarterly Achievement in the Contract Quarter % 100 − SR − 01 = � �
∑𝑛𝑗=1 RSA Based Employees in Person − Months

j = Contract Month

n = Number of Contract Months in the Contract Quarter

8.1.3.1.2 100-SR-02: RSA Based Employees who are Black

People

𝐐𝐮𝐚𝐫𝐭𝐞𝐫𝐥𝐲 𝐀𝐜𝐡𝐢𝐞𝐯𝐞𝐦𝐞𝐧𝐭 𝐢𝐧 𝐭𝐡𝐞 𝐂𝐨𝐧𝐭𝐫𝐚𝐜𝐭 𝐐𝐮𝐚𝐫𝐭𝐞𝐫 % 𝟏𝟎𝟎 − 𝐒𝐑 − 𝟎𝟐

𝐐𝐄𝐏 = � � ∗ 𝟎. 𝟑𝟑 +
𝐐𝐮𝐚𝐫𝐭𝐞𝐫𝐥𝐲 𝐎𝐛𝐥𝐢𝐠𝐚𝐭𝐢𝐨𝐧 𝐢𝐧 𝐭𝐡𝐞 𝐂𝐨𝐧𝐭𝐫𝐚𝐜𝐭 𝐐𝐮𝐚𝐫𝐭𝐞𝐫 % 𝟏𝟎𝟎 − 𝐒𝐑 − 𝟎𝟐

∑𝑛𝑗=1 Actual RSA Based Employees who are Black People in Person − Months
� � ∗ 0.67
∑𝑛𝑗=1 Quarterly Obligation in the Contract Quarter of RSA Based Employees who are Black People in Person − Months

where
∑𝑛𝑗=1 RSA Based Employees who are Black People in Person − Months
Quarterly Achievement in the Contract Quarter % 100 − SR − 02 = � �
∑𝑛𝑗=1 RSA Based Employees in Person − Months

j = Contract Month

n = Number of Contract Months in the Contract Quarter

8.1.3.1.3 100-SR-03: Skilled Employees who are Black People

Quarterly Achievement in the Contract Quarter % 100 − SR − 03

QEP = � � ∗ 0.33 +
Quarterly Obligation in the Contract Quarter % 100 − SR − 03

∑𝑛𝑗=1 Actual Skilled Employees who are Black People in Person − Months
� 𝑛 � ∗ 0.67
∑𝑗=1 Quarterly Obligation in the Contract Quarter of Skilled Employees who are Black People in Person − Months

63
 where
∑𝑛𝑗=1 Skilled Employees who are Black People in Person − Months
Quarterly Achievement in the Contract Quarter % 100 − SR − 03 = � �
∑𝑛𝑗=1 Skilled Employees in Person − Months

j = Contract Month

n = Number of Contract Months in the Contract Quarter

8.1.3.1.4 100-SR-04: RSA Based Employees who are Citizens

from Local Communities

Quarterly Achievement in the Contract Quarter % 100 − SR − 04

QEP = � � ∗ 0.33 +
Quarterly Obligation in the Contract Quarter %100 − SR − 04

∑𝑛
𝑗=1 Actual Employees who are Citizens from Local Communities in Person−Months
�∑𝑛 � ∗ 0.67
𝑗=1 Quarterly Obligation in the Contract Quarter of Employees who are Citizens from Local Communities in Person−Months

where
∑𝑛𝑗=1 Employees from Local Communities who are Citizens in Person − Months
Quarterly Achievement in the Contract Quarter % 100 − SR − 04 = � �
∑𝑛𝑗=1 RSA Based Employees in Person − Months

j = Contract Month

n = Number of Contract Months in the Contract Quarter

8.1.3.2 in respect of all the other Economic Development Sub-

Elements:

8.1.3.2.1 200-SR-01: Value of Local Content Spend

∑𝒏𝒋=𝟏 𝐀𝐜𝐭𝐮𝐚𝐥 𝐋𝐨𝐜𝐚𝐥 𝐂𝐨𝐧𝐭𝐞𝐧𝐭 𝐒𝐩𝐞𝐧𝐝

𝐐𝐮𝐚𝐫𝐭𝐞𝐫𝐥𝐲 𝐀𝐜𝐡𝐢𝐞𝐯𝐞𝐦𝐞𝐧𝐭 =
∑𝒏𝒋=𝟏 𝐏𝐨𝐫𝐭𝐢𝐨𝐧 𝐨𝐟 𝐓𝐨𝐭𝐚𝐥 𝐏𝐫𝐨𝐣𝐞𝐜𝐭 𝐕𝐚𝐥𝐮𝐞 𝐢𝐧𝐜𝐮𝐫𝐫𝐞𝐝

where

j = Contract Month

n= Number of Contract Months in the Contract Quarter

8.1.3.2.2 200-SR-02: Local Manufacture of Key Components

and/or Equipment

∑𝒏𝒋=𝟏 𝐋𝐨𝐜𝐚𝐥 𝐌𝐚𝐧𝐮𝐟𝐚𝐜𝐭𝐮𝐫𝐞 𝐨𝐟 𝐊𝐞𝐲 𝐂𝐨𝐦𝐩𝐨𝐧𝐞𝐧𝐭𝐬 𝐚𝐧𝐝 / 𝐨𝐫 𝐄𝐪𝐮𝐢𝐩𝐦𝐞𝐧𝐭

Quarterly Achievement = � �
𝒏

64
 where

j = Contract Month

n= Number of Contract Months in the Contract Quarter

8.1.3.2.38.1.3.2.2 300-PC-01: Shareholding by Black People in the Seller

∑𝒏𝒋=𝟏 𝐒𝐡𝐚𝐫𝐞𝐡𝐨𝐥𝐝𝐢𝐧𝐠 𝐛𝐲 𝐁𝐥𝐚𝐜𝐤 𝐏𝐞𝐨𝐩𝐥𝐞 𝐢𝐧 𝐭𝐡𝐞 𝐒𝐞𝐥𝐥𝐞𝐫

𝐐𝐮𝐚𝐫𝐭𝐞𝐫𝐥𝐲 𝐀𝐜𝐡𝐢𝐞𝐯𝐞𝐦𝐞𝐧𝐭 =
𝒏

where

j = Contract Month

n= Number of Contract Months in the Contract Quarter

8.1.3.2.48.1.3.2.3 300-PC-02: Shareholding by Local Communities in the

Seller

∑𝒏𝒋=𝟏 𝐒𝐡𝐚𝐫𝐞𝐡𝐨𝐥𝐝𝐢𝐧𝐠 𝐛𝐲 𝐋𝐨𝐜𝐚𝐥 𝐂𝐨𝐦𝐦𝐮𝐧𝐢𝐭𝐢𝐞𝐬 𝐢𝐧 𝐭𝐡𝐞 𝐒𝐞𝐥𝐥𝐞𝐫

𝐐𝐮𝐚𝐫𝐭𝐞𝐫𝐥𝐲 𝐀𝐜𝐡𝐢𝐞𝐯𝐞𝐦𝐞𝐧𝐭 =
𝒏

where

j = Contract Month

n= Number of Contract Months in the Contract Quarter

8.1.3.2.58.1.3.2.4 300-CC-01: Shareholding by Black People in the EPC

Contractor

∑𝒏𝒋=𝟏 𝐒𝐡𝐚𝐫𝐞𝐡𝐨𝐥𝐝𝐢𝐧𝐠 𝐛𝐲 𝐁𝐥𝐚𝐜𝐤 𝐏𝐞𝐨𝐩𝐥𝐞 𝐢𝐧 𝐭𝐡𝐞 𝐄𝐏𝐂 𝐂𝐨𝐧𝐭𝐫𝐚𝐜𝐭𝐨𝐫

𝐐𝐮𝐚𝐫𝐭𝐞𝐫𝐥𝐲 𝐀𝐜𝐡𝐢𝐞𝐯𝐞𝐦𝐞𝐧𝐭 =
𝒏

where

j = Contract Month

n= Number of Contract Months in the Contract Quarter

65
8.1.3.2.68.1.3.2.5 300-OM-01: Shareholding by Black People in the
Operations Contractor

∑𝒏𝒋=𝟏 𝐒𝐡𝐚𝐫𝐞𝐡𝐨𝐥𝐝𝐢𝐧𝐠 𝐛𝐲 𝐁𝐥𝐚𝐜𝐤 𝐏𝐞𝐨𝐩𝐥𝐞 𝐢𝐧 𝐭𝐡𝐞 𝐎𝐩𝐞𝐫𝐚𝐭𝐢𝐨𝐧𝐬 𝐂𝐨𝐧𝐭𝐫𝐚𝐜𝐭𝐨𝐫

𝐐𝐮𝐚𝐫𝐭𝐞𝐫𝐥𝐲 𝐀𝐜𝐡𝐢𝐞𝐯𝐞𝐦𝐞𝐧𝐭 =
𝒏

where

j = Contract Month

n= Number of Contract Months in the Contract Quarter

8.1.3.2.78.1.3.2.6 400-SR-01: Black Top Management

∑𝒏𝒋=𝟏 𝐁𝐥𝐚𝐜𝐤 𝐏𝐞𝐨𝐩𝐥𝐞 𝐢𝐧 𝐓𝐨𝐩 𝐌𝐚𝐧𝐚𝐠𝐞𝐦𝐞𝐧𝐭 𝐀𝐝𝐣𝐮𝐬𝐭𝐞𝐝 𝐟𝐨𝐫 𝐑𝐞𝐜𝐨𝐠𝐧𝐢𝐭𝐢𝐨𝐧 𝐨𝐟 𝐆𝐞𝐧𝐝𝐞𝐫 𝐢𝐧 𝐏𝐞𝐫𝐬𝐨𝐧 − 𝐌𝐨𝐧𝐭𝐡𝐬
𝐐𝐮𝐚𝐫𝐭𝐞𝐫𝐥𝐲 𝐀𝐜𝐡𝐢𝐞𝐯𝐞𝐦𝐞𝐧𝐭 =
∑𝒏𝒋=𝟏 𝐓𝐨𝐭𝐚𝐥 𝐄𝐦𝐩𝐥𝐨𝐲𝐞𝐞𝐬 𝐢𝐧 𝐓𝐨𝐩 𝐌𝐚𝐧𝐚𝐠𝐞𝐦𝐞𝐧𝐭 𝐢𝐧 𝐏𝐞𝐫𝐬𝐨𝐧 − 𝐌𝐨𝐧𝐭𝐡𝐬

where

j = Contract Month

n= Number of Contract Months in the Contract Quarter

8.1.3.2.88.1.3.2.7 500-SR-01: BBBEEB-BBEE Procurement

∑𝒏𝒋=𝟏 𝐀𝐜𝐭𝐮𝐚𝐥 𝐁𝐁𝐁𝐄𝐄 𝐏𝐫𝐨𝐜𝐮𝐫𝐞𝐦𝐞𝐧𝐭 𝐒𝐩𝐞𝐧𝐝

𝐐𝐮𝐚𝐫𝐭𝐞𝐫𝐥𝐲 𝐀𝐜𝐡𝐢𝐞𝐯𝐞𝐦𝐞𝐧𝐭 =
∑𝒏𝒋=𝟏 𝐓𝐨𝐭𝐚𝐥 𝐏𝐫𝐨𝐜𝐮𝐫𝐞𝐦𝐞𝐧𝐭 𝐒𝐩𝐞𝐧𝐝

8.1.3.2.98.1.3.2.8 500-SR-02: QSE and EME Procurement

∑𝒏𝒋=𝟏 𝐀𝐜𝐭𝐮𝐚𝐥 𝐐𝐒𝐄 𝐚𝐧𝐝 𝐄𝐌𝐄 𝐏𝐫𝐨𝐜𝐮𝐫𝐞𝐦𝐞𝐧𝐭 𝐒𝐩𝐞𝐧𝐝

𝐐𝐮𝐚𝐫𝐭𝐞𝐫𝐥𝐲 𝐀𝐜𝐡𝐢𝐞𝐯𝐞𝐦𝐞𝐧𝐭 =
∑𝒏𝒋=𝟏 𝐓𝐨𝐭𝐚𝐥 𝐏𝐫𝐨𝐜𝐮𝐫𝐞𝐦𝐞𝐧𝐭 𝐒𝐩𝐞𝐧𝐝

where

j = Contract Month

n= Number of Contract Months in the Contract Quarter

66
8.1.3.2.108.1.3.2.9 500-SR-03: Women Owned Vendor Procurement

∑𝒏𝒋=𝟏 𝐀𝐜𝐭𝐮𝐚𝐥 𝐖𝐨𝐦𝐞𝐧 𝐕𝐞𝐧𝐝𝐨𝐫 𝐏𝐫𝐨𝐜𝐮𝐫𝐞𝐦𝐞𝐧𝐭 𝐒𝐩𝐞𝐧𝐝

𝐐𝐮𝐚𝐫𝐭𝐞𝐫𝐥𝐲 𝐀𝐜𝐡𝐢𝐞𝐯𝐞𝐦𝐞𝐧𝐭 =
∑𝒏𝒋=𝟏 𝐓𝐨𝐭𝐚𝐥 𝐏𝐫𝐨𝐜𝐮𝐫𝐞𝐦𝐞𝐧𝐭 𝐒𝐩𝐞𝐧𝐝

where

j = Contract Month

n= Number of Contract Months in the Contract Quarter

8.1.3.2.118.1.3.2.10 600-SR-01: Enterprise Development Contribution

∑𝒏𝒋=𝟏 𝐄𝐧𝐭𝐞𝐫𝐩𝐫𝐢𝐬𝐞 𝐃𝐞𝐯𝐞𝐥𝐨𝐩𝐦𝐞𝐧𝐭 𝐂𝐨𝐧𝐭𝐫𝐢𝐛𝐮𝐭𝐢𝐨𝐧𝐬

𝐐𝐮𝐚𝐫𝐭𝐞𝐫𝐥𝐲 𝐀𝐜𝐡𝐢𝐞𝐯𝐞𝐦𝐞𝐧𝐭 =
∑𝒏𝒋=𝟏 𝐑𝐞𝐯𝐞𝐧𝐮𝐞

where

j = Contract Month

n= Number of Contract Months in the Contract Quarter

8.1.3.2.128.1.3.2.11 600-SR-02: Adjusted Enterprise Development

Contribution

∑𝒏𝒋=𝟏 𝐄𝐧𝐭𝐞𝐫𝐩𝐫𝐢𝐬𝐞 𝐃𝐞𝐯𝐞𝐥𝐨𝐩𝐦𝐞𝐧𝐭 𝐂𝐨𝐧𝐭𝐫𝐢𝐛𝐮𝐭𝐢𝐨𝐧𝐬 𝐚𝐝𝐣𝐮𝐬𝐭𝐞𝐝 𝐟𝐨𝐫 𝐋𝐨𝐜𝐚𝐥𝐧𝐞𝐬𝐬

𝐐𝐮𝐚𝐫𝐭𝐞𝐫𝐥𝐲 𝐀𝐜𝐡𝐢𝐞𝐯𝐞𝐦𝐞𝐧𝐭 =
∑𝒏𝒋=𝟏 𝐑𝐞𝐯𝐞𝐧𝐮𝐞

where

j = Contract Month

n= Number of Contract Months in the Contract Quarter

67
8.1.3.2.138.1.3.2.12 700-SR-01: Socio-Economic Development
Contribution

∑𝒏𝒋=𝟏 𝐒𝐨𝐜𝐢𝐨 − 𝐄𝐜𝐨𝐧𝐨𝐦𝐢𝐜 𝐃𝐞𝐯𝐞𝐥𝐨𝐩𝐦𝐞𝐧𝐭 𝐂𝐨𝐧𝐭𝐫𝐢𝐛𝐮𝐭𝐢𝐨𝐧𝐬

𝐐𝐮𝐚𝐫𝐭𝐞𝐫𝐥𝐲 𝐀𝐜𝐡𝐢𝐞𝐯𝐞𝐦𝐞𝐧𝐭 =
∑𝒏𝒋=𝟏 𝐑𝐞𝐯𝐞𝐧𝐮𝐞

8.1.3.2.148.1.3.2.13 700-SR-02: Adjusted Socio-Economic Development

Contribution

∑𝒏𝒋=𝟏 𝐒𝐨𝐜𝐢𝐨 − 𝐄𝐜𝐨𝐧𝐨𝐦𝐢𝐜 𝐃𝐞𝐯𝐞𝐥𝐨𝐩𝐦𝐞𝐧𝐭 𝐂𝐨𝐧𝐭𝐫𝐢𝐛𝐮𝐭𝐢𝐨𝐧𝐬 𝐚𝐝𝐣𝐮𝐬𝐭𝐞𝐝 𝐟𝐨𝐫 𝐋𝐨𝐜𝐚𝐥𝐧𝐞𝐬𝐬

𝐐𝐮𝐚𝐫𝐭𝐞𝐫𝐥𝐲 𝐀𝐜𝐡𝐢𝐞𝐯𝐞𝐦𝐞𝐧𝐭 =
∑𝒏𝒋=𝟏 𝐑𝐞𝐯𝐞𝐧𝐮𝐞

where

j = Contract Month

n = Number of Contract Months in the Contract Quarter

8.1.4 The Economic Development Performance Deductions and

Economic Development Performance Credits will be reconciled at
the end of the Construction Measurement Period and during the
Operating Measurement Period at the end of each Contract Year by
adding the outcome of the determination of the Economic
Development Performance Deductions and Economic Development
Performance Credits for each Contract Quarter in the Construction
Measurement Period and thereafter each Contract Quarter in the
Operating Measurement Period during the Contract Year, and:

8.1.4.1 should the reconciliation of the Economic Development

Performance Deductions and Economic Development
Performance Credits at the end of the Construction
Measurement Period or the relevant Contract Year yield a
negative amount, no amounts will be due and payable to the
DoE by the Seller; and

8.1.4.2 should the reconciliation of the Economic Development

Performance Deductions and Economic Development
Performance Credits at the end of the Construction
Measurement Period or at the relevant Contract Year yield a
positive amount, such amount will be due and payable to the
DoE, which shall be due and payable to the DoE by the Seller
within fifteen (15) Business Days of demand of such payment
by the DoE to the Seller.

8.2 Economic Development Termination Points

8.2.1 In terms of clause 13.2 (Termination Points) of this Agreement, the

Total Quarterly Economic Development Performance (“TQP”) of the

68
 Seller needs to be calculated to determine the Termination Point(s)
incurred in respect of a specific Contract Quarter. The TQP is
determined as follows: 12
15

𝑇𝑜𝑡𝑎𝑙 𝑄𝑢𝑎𝑟𝑡𝑒𝑟𝑙𝑦 𝐸𝐷 𝑃𝑒𝑟𝑓𝑜𝑟𝑚𝑎𝑛𝑐𝑒 = � 𝑊𝑖 ∗ 𝑄𝐸𝑃𝑖

𝑖=1

8.2.2 The application of the TQP formula is described in paragraph 8.2.1

of this Schedule 2 (Economic Development Obligations).

8.2.3 In terms of clause 13.2 (Termination Points) of this Agreement, a Bi-

quarterly Economic Development Performance (“BQEP”) needs to
be calculated to determine for each of the respective Economic
Development Sub-Elements, the Termination Point(s) applicable to
the Seller in the current and previous Contract Quarter. The BQEP
is determined as follows:

𝐵𝑖 − 𝑞𝑢𝑎𝑟𝑡𝑒𝑟𝑙𝑦 𝐴𝑐ℎ𝑖𝑒𝑣𝑒𝑚𝑒𝑛𝑡 𝑖𝑛 𝑡ℎ𝑒 𝑡𝑤𝑜 𝐶𝑜𝑛𝑡𝑟𝑎𝑐𝑡 𝑄𝑢𝑎𝑟𝑡𝑒𝑟𝑠

𝐵𝑄𝐸𝑃𝑖 =
𝐵𝑖 − 𝑞𝑢𝑎𝑟𝑡𝑒𝑟𝑙𝑦 𝑂𝑏𝑙𝑖𝑔𝑎𝑡𝑖𝑜𝑛𝑠 𝑖𝑛 𝑡ℎ𝑒 𝑡𝑤𝑜 𝐶𝑜𝑛𝑡𝑟𝑎𝑐𝑡 𝑄𝑢𝑎𝑟𝑡𝑒𝑟𝑠

8.2.4 The:

8.2.4.1 Bi-quarterly Achievement in the two Contract Quarters BQEP is

determined for each of the Economic Development Sub-
Elements as the sum ofin a similar manner as the QEP, which
is described in paragraph 8.1.1.5 of this Schedule 2 (Economic
Development Obligations), for the two Contract Quartersand
"n" is the number of Contract Months in the current and
immediately preceding Contract Quarters; and

8.2.48.2.4.2 Bi-quarterly Obligations in the two Contract Quarters is

determined for each of the Economic Development Sub-
Elements as the sum of the Quarterly Obligations for the two
Contract Quarters.

9. DoE Economic Development Verification

9.1 The DoE shall have the entitlement from time to time, in its sole
discretion, to appoint a person or persons as Economic Development
Independent Monitor(s) to carry out the functions referred to in paragraph
9.3 below. The costs of such appointment shall be borne by the DoE.

9.2 The appointment of the Economic Development Independent Monitor is

in the sole discretion of the DoE, and he may be appointed at any time
during the existence of the Project.

12
Because there are twelve Economic Development Sub-Elements which are applicable during the
Construction Measurement Period, the TQP will be measured, in respect of Contract Quarters falling in
the Construction Measurement Period, on the basis of a sum of twelve rather than fifteen.

69
9.3 The Economic Development Independent Monitor may, subject to the
terms of his appointment, inter alia:

9.3.1 review the Seller and its Contractors’ records including any
monitoring or audits conducted by the Seller and its Contractors, to
verify compliance with the requirements of Schedule 2 (Economic
Development Obligations); and

9.3.2 prepare reports in relation to any of the review or monitoring carried

out by it in terms of its functions pursuant to the provisions of this
Schedule 2 (Economic Development Obligations).

9.4 The Seller and its Contractors shall:

9.4.1 monitor, audit, and record in an auditable manner, its own

implementation and compliance with Schedule 2 (Economic
Development Obligations);

9.4.2 provide the Economic Development Independent Monitor with such

information as the Economic Development Independent Monitor
reasonably requests concerning the implementation by the Seller
and its Contractors of Schedule 2 (Economic Development
Obligations);

9.4.3 invite the DoE who shall be entitled to be represented by the

Economic Development Independent Monitor to all meetings at
which material issues in relation to the implementation by the Seller
and its Contractors of Schedule 2 (Economic Development
Obligations) are to be discussed; and

9.4.4 take account of the opinions expressed by the Economic

Development Independent Monitor.

10. Access to Information

The Seller and its Contractors will allow the DoE access to all the information
that is not considered commercially sensitive on which the quarterly
Economic Development achievements of the Seller and the Contractors were
based. The Seller and its Contractors will allow the Economic Development
Independent Monitor appointed by the DoE access to all the information on
which the quarterly Economic Development achievements of the Seller and
the Contractors were based after receiving a duly completed confidentiality
statement from the Economic Development Independent Monitor.

70
 Annex 1

Form of Economic Development Matrix

Please see the next page

71
 Annex 2

Job Creation Element Obligations

1. Committed Obligations

1.1 The Committed Obligations with regard to the Job Creation Obligations
are provided in Tables 2.1(A) and 2.1(B) below.

TABLE 2.1A – Percentage of Committed Obligations with regard to Job

Creation 13

SUB-ELEMENT(S) COMMITTED
No. Description OBLIGATIONS (JOB
CREATION
OBLIGATIONS)
100-SR-01 RSA Based Employees who are
[80%]
Citizens
100-SR-02 RSA Based Employees who are
[50%]
Black People
100-SR-03 Skilled Employees who are Black
[30%]
People
100-SR-04 RSA Based Employees who are
[20%]
Citizens from Local Communities

1.2 For purposes of Table 2.1A above, reference to Committed Obligations

(Job Creation Obligations) shall refer to the Seller’s undertaking and
commitment in respect of each of the Construction Measurement Period
and the Operating Measurement Period that:

1.2.1 [80%] of the Employees employed for purposes of the Project will
be RSA Based Employees who are Citizens;

1.2.2 [50%] of the Employees employed for purposes of the Project will
be RSA Based Employees who are Black People;

1.2.3 [30%] of the Skilled Employees employed for purposes of the

Project will be Black People; and

1.2.4 [20%] of the Employees employed for purposes of the Project will
be RSA Based Employees who are Citizens from Local
Communities.

13
Drafting Note: These obligations are to be based on the Bidder’s proposal denoting the commitments
made by the Bidder with regard to Job Creation. The numbers in [squared brackets] will be changed to
align with the Bidder’s proposal which must, at all times, comply with the minimum requirements as
stated in the RFP.

72
TABLE 2.1B – Quantum of Committed Obligations with regard to Job
Creation

100 Job Creation – Quantum Construction Operating Measurement

Measurement Period Period

Description

100-SR- RSA Based [●] [●]

01 Employees who are [80%] [80%]
Person Person
Citizens
Months Months

100-SR- RSA Based [●] [●]

02 Employees who are [50%] [50%]
Person Person
Black People
Months Months

100 – SR Skilled Employees [●] [●]

03 who are Black [30%] [30%]
Person Person
People
Months Months

100 – SR Jobs Created for [●] [●]

04 Local Communities [20%] [20%]
Person Person
Months Months

1.3 For purposes of Table 2.1B above, reference to Committed Obligations

(Job Creation Obligations) shall refer to the Seller’s undertaking, in respect
of each of the Construction Measurement Period and the Operating
Measurement Period, as to the number of people that will
be Employed, expressed in Person Months.

73
 Annex 3

Local Content Element Obligations

1. Committed Obligations

1.1 The Committed Obligations with regard to the Local Content Obligations
are provided in Table 2.2 below.

TABLE 2.2 – Committed Obligations with regard to Local Content 14

SUB-ELEMENT(S) COMMITTED OBLIGATIONS

No. Description (LOCAL CONTENT
OBLIGATIONS)
200-SR- Value of Local Content Spend
[18%]
01

1.2 For purposes of Table 2.2 above, reference to Committed Obligations

(Local Content Obligations) shall refer to the Seller’s undertaking and
commitment that the Seller and its Contractors shall during the
Construction Measurement Period ensure that the Value of Local Content
Spend is not less than [18%] in relation to the Project.

2. All claims made in respect of Local Content must be capable of independent

verification.

14
Drafting Note: These obligations are to be based on the Bidder’s proposal denoting the commitments
made by the Bidder with regard to Local Content. The numbers in [squared brackets] will be changed to
align with the Bidder’s proposal which must, at all times, comply with the requirements as stated in the
RFP.

74
 Annex 4

Ownership Element Obligations

1. Committed Obligations

1.1 The Committed Obligations with regard to the Ownership Element

Obligations are provided in Tables 2.3.1, 2.3.2 and 2.3.3 below. 15

TABLE 2.3.1 – Seller

SUB-ELEMENT(S) COMMITTED OBLIGATIONS

No. Description (OWNERSHIP
OBLIGATIONS)
300-PC- Shareholding by Black People [30%]
01 Exercisable Voting Rights by
[30%]
Black People
Economic Interest by Black
[30%]
People
300-PC- Shareholding by Local
[5%]
02 Communities
Exercisable Voting Rights by
[5%] 16
Local Communities
Economic Interest by Local
[5%]
Communities

TABLE 2.3.2 – EPC Contractor

SUB-ELEMENT(S) COMMITTED OBLIGATIONS

No. Description (OWNERSHIP
OBLIGATIONS)
300-CC- Shareholding by Black People [20%]
01
Exercisable Voting Rights by
[20%]
Black People

Economic Interest by Black

[20%]
People

TABLE 2.3.3 – Operations Contractor

15
Drafting Note: These obligations are to be based on the Bidder’s proposal denoting the commitments
made by the Bidder with regard to Ownership. The numbers in [squared brackets] will be changed to
align with the Bidder’s proposal which must, at all times, comply with the requirements as stated in the
RFP.
16
Drafting Note: This will be applicable only where the Seller is structured in such a way that the Local
Community’s shareholding in the Seller includes Exercisable Voting Rights.

75
 SUB-ELEMENT(S) COMMITTED OBLIGATIONS
No. Description (OWNERSHIP
OBLIGATIONS)
300- Shareholding by Black People [20%]
OM-01 Exercisable Voting Rights by
[20%]
Black People
Economic Interest by Black
[20%]
People

1.2 For purposes of the above Tables 2.3.1, 2.3.2 and 2.3.3, reference to
Committed Obligations (Ownership Obligations) shall refer to the Seller’s
undertaking and commitment that:

1.2.1 [30%] of the Shareholding in the Seller will be held by Black People;

1.2.2 [5%] of the Shareholding in the Seller will be held by Local

Communities;

1.2.3 [20%] of the Shareholding in the EPC Contractor will held by Black
People; and

1.2.4 [20%] of the Shareholding in the Operations Contractor will be held

by Black People.

76
 Annex 5

Management Control Element Obligations

1. Committed Obligations

1.1 The Committed Obligations with regard to the Management Control

Obligations are provided in Table 2.4 below.

TABLE 2.4 – Committed Obligations with regard to Management

Control 17

SUB-ELEMENT(S) COMMITTED OBLIGATIONS

No. Description (MANAGEMENT CONTROL
OBLIGATIONS)
400-SR- Black Top Management
[40%]
01

1.2 For purposes of Table 2.4 above, reference to Committed Obligations

(Management Control Obligations) shall refer to the Seller’s undertaking
and commitment that [40%] of Top Management is comprised of Black
People, determined using the Adjusted Recognition of Gender.

17
Drafting Note: These obligations are to be based on the Bidder’s proposal denoting the commitments
made by the Bidder with regard to Management Control. The numbers in [squared brackets] will be
changed to align with the Bidder’s proposal which must, at all times, comply with the requirements as
stated in the RFP.

77
 Annex 6

Preferential Procurement Element Obligations

1. Committed Obligations

1.1 The Committed Obligations with regard to Preferential Procurement

Obligations are provided in Table 2.5 below.

TABLE 2.5 – Committed Obligations with regard to Preferential

Procurement 18

SUB-ELEMENT(S) COMMITTED OBLIGATIONS

No. Description (PREFERENTIAL
PROCUREMENT
OBLIGATIONS)
500-SR-01 BBBEEB-BBEE
[60.00%]
Procurement
500-SR-02 QSE and EME Procurement [10.00%]
500-SR-03 Women Owned Vendor
[5.00%]
Procurement

1.2 For purposes of Table 2.5 above, reference to Committed Obligations

(Preferential Procurement Obligations) shall refer to the Seller’s
undertaking and commitment that it shall comply in respect of the Project
Activities (including those of the Contractors) with the preferential
procurement levels, as set out below:

1.2.1 BBBEEB-BBEE Procurement Spend shall not be less than [60%] of

the Total Amount of Procurement Spend;

1.2.2 BBBEEB-BBEE Procurement Spend from Qualifying Small

Enterprises or Exempted Micro Enterprises shall not be less than
[10%] of the Total Amount of Procurement Spend; and

1.2.3 monetary spend from Women Owned Vendors shall not be less than
[5%] of the Total Amount of Procurement Spend.

18
Drafting Note: These obligations are to be based on the Bidder’s proposal denoting the commitments
made by the Bidder with regard to Preferential Procurement. The numbers in [squared brackets] will be
changed to align with the Bidder’s proposal which must, at all times, comply with the requirements as
stated in the RFP.

78
 Annex 7

Enterprise Development Element Obligations

1. Committed Obligations

1.1 The Committed Obligations with regard to the Enterprise Development

Obligations are provided in Table 2.6 below.

TABLE 2.6 – Committed Obligations with regard to Enterprise

Development 19

SUB-ELEMENT(S) COMMITTED OBLIGATIONS

No. Description (ENTERPRISE DEVELOPMENT
OBLIGATIONS)
600-SR-01 Enterprise Development
[0.6%] of Revenue
Contributions
600-SR-02 Adjusted Enterprise
Development [0.6%] of Revenue
Contributions

1.2 For purposes of Table 2.6 above, reference to Committed Obligations

(Enterprise Development Obligations) shall refer to the Seller’s
undertaking and commitment that:

1.2.1 [0.6%] of the Revenue shall be spent on Enterprise Development

Contributions; and

1.2.2 [0.6%] of the Revenue shall be spent on Adjusted Enterprise

Development Contributions.

19
Drafting Note: These obligations are to be based on the Bidder’s proposal denoting the commitments
made by the Bidder with regard to Enterprise Development. The numbers in [squared brackets] will be
changed to align with the Bidder’s proposal which must, at all times, comply with the requirements as
stated in the RFP.

79
 Annex 8

Socio Economic Development Element Obligations

1. Committed Obligations

1.1 The Committed Obligations with regard to the Socio-Economic

Development Obligations are provided in Table 2.7 below.

TABLE 2.7 – Committed Obligations with regard to Socio-Economic

Development 20

SUB-ELEMENT(S) COMMITTED OBLIGATIONS

No. Description (SOCIO-ECONOMIC
DEVELOPMENT
OBLIGATIONS)
700-SR-01 Socio-Economic
[1.5%] of Revenue
Development Contributions
700-SR-02 Adjusted Socio-Economic
[1.5%] of Revenue
Development Contributions

1.2 For purposes of Table 2.7 above, reference to Committed Obligations

(Socio-Economic Development Obligations) shall refer to the Seller’s
undertaking and commitment that:

1.2.1 [1.5%] of the Revenue shall be spent on Socio-Economic

Development Contributions; and

1.2.2 [1.5%] of the Revenue shall be spent on Adjusted Socio-Economic

Development Contributions.

20
Drafting Note: These obligations are to be based on the Bidder’s proposal denoting the commitments
made by the Bidder with regard to Socio-Economic Development. The numbers in [squared brackets] will
be changed to align with the Bidder’s proposal which must, at all times, comply with the requirements as
stated in the RFP.

80
 Annex 9

Economic Development Weights and Scaling Factors

TABLE 9.1: Economic Development Weights

ED DESCRIPTION WEIGHT WEIGHT TERMINATION

ELEMENT DURING DURING THRESHOLD
CONSTRUCTIO OPERATING
N MEASUREM
MEASUREMENT ENT PERIOD
PERIOD (W) (W)

100 Job Creation 31% 38%

6% 8% 70%
100-SR-01 RSA Based Employees
who are Citizens
7.5% 8% 70%
100-SR-02 RSA Based Employees
who are Black People
7.5% 9% 70%
100-SR-03 Skilled Employees who
are Black People
10% 13% 70%
100-SR-04 RSA Based Employees
who are Citizens from
Local Communities
32% N/A 70%
200-SR-01 – Value of Local
Content Spend
32% N/A 50%
200-SR-01
Value of
Local
Content
Spend
19% 16%
300 Ownership

7.5% 6% 70%
300-PC-01 Shareholding by Black
People in the Seller
8.5% 7% 70%
300-PC-02 Shareholding by Local
Communities in the
Seller
3% N/A 70%
300-CC-01 Shareholding by Black
People in the EPC

81
 ED DESCRIPTION WEIGHT WEIGHT TERMINATION
ELEMENT DURING DURING THRESHOLD
CONSTRUCTIO OPERATING
N MEASUREM
MEASUREMENT ENT PERIOD
PERIOD (W) (W)
Contractor
N/A 3% 70%
300-OM-01 Shareholding by Black
People in the
Operations Contractor
6% 7% 50%
400-SR-01 - Black Top
Management
12% 12%
500 Preferential Procurement

6% 6% 50%
500-SR-01 BBBEEB-BBEE
Procurement
3% 3% 50%
500-SR-02 QSEs and EMEs
Procurement
3% 3% 50%
500-SR-03 Women Owned Vendor
Procurement
N/A 7%
600 Enterprise Development
Contributions
N/A 4% 50%
600-SR-01 Enterprise
Development
Contributions
N/A 3% 50%
600-SR-02 Adjusted Enterprise
Development
Contributions
N/A 20%
700 Socio-Economic Development
contributions
N/A 13% 50%
700-SR-01 Socio-Economic
Development
contributions
N/A 7% 50%
700-SR-02 Adjusted Socio-
Economic
Development
contributions

82
TABLE 9.2: Economic Development Scaling Factors

LEVEL OF PERFORMANCE SCALING FACTOR

Less than 75% 1.50

Equal or more than 75%, but less than 85% 1.00

Equal or more than 85%, but less than 90% 0.70

Equal or more than 90%, but less than 95% 0.35

Equal or more than 95%, but less than 105% 0

Equal or more than 105%, but less than 110% (0.35)

Equal or more than 110%, but less than 115% (0.70)

Equal or more than 115%, but less than 125% (1.00)

Equal or more than 125% (1.50)

83
 Annex 10

Quarterly Obligations

Drafting Note: The format of the Quarterly Obligations is provided in the below table. The number of quarters to be included will be
determined by the duration of the particular project.

[BIDDER TO INSERT THE FOLLOWING DETAILS:

1. BIDDER NAME;

2. PROJECT NAME; AND

3. TECHNOLOGY OF BIDDER’S PROJECT.]

ECONOMIC DESCRIPTION CONTRACT QUARTER 1 CONTRACT QUARTER 2 CONTRACT QUARTER 3

DEVELOPME
NT ELEMENT Quantum Unit Quarterly Quantu Unit Quarter Quantu Unit Quarterly
Obligation m ly m Obligation
Obligati
on

100 Job Creation

100-SR-01 RSA Based Employees who are [8.0] Person [50.0%] [8.0] Person [50.0%] [8.0] Perso [50.0%]
Citizens Months Month n
s Month
s

100-SR-02 RSA Based Employees who are [8.0] Person [50.0%] [8.0] Person [50.0%] [8.0] Perso [50.0%]

84
 ECONOMIC DESCRIPTION CONTRACT QUARTER 1 CONTRACT QUARTER 2 CONTRACT QUARTER 3
DEVELOPME
NT ELEMENT Quantum Unit Quarterly Quantu Unit Quarter Quantu Unit Quarterly
Obligation m ly m Obligation
Obligati
on
Black People Months Month n
s Month
s

100-SR-03 Skilled Employees who are Black [8.0] Person [50.0%] [8.0] Person [50.0%] [8.0] Perso [50.0%]
People Months Month n
s Month
s

100-SR-04 Jobs created for Local [8.0] Person [50.0%] [8.0] Person [50.0%] [8.0] Perso [50.0%]
Communities Months Month n
s Month
s

200-SR-01 – Value of Local Content Spend [8.0] Rand [50.0%] [8.0] Rand [50.0%] [8.0] Rand [50.0%]

200-SR-01 Value of Local Content Spend [8.0] Rand [50.0%] [8.0] Rand [50.0%] [8.0] Rand [50.0%]

200-SR-02 Local Manufacture of Key [8.0] Rand [8.0] [8.0] Rand [8.0] [8.0] Rand [8.0]
Components and/or Equipment

300 Ownership

300-PC-01 Shareholding by Black People in N/A N/A [50.0%] N/A N/A [50.0%] N/A N/A [50.0%]
the Seller

300-PC-02 Shareholding by Local N/A N/A [50.0%] N/A N/A [50.0%] N/A N/A [50.0%]
Communities in the Seller

300-CC-01 Shareholding by Black People in N/A N/A [50.0%] N/A N/A [50.0%] N/A N/A [50.0%]
the EPC Contractor

300-OM-01 Shareholding by Black people in N/A N/A [50.0%] N/A N/A [50.0%] N/A N/A [50.0%]
the Operations Contractor

85
 ECONOMIC DESCRIPTION CONTRACT QUARTER 1 CONTRACT QUARTER 2 CONTRACT QUARTER 3
DEVELOPME
NT ELEMENT Quantum Unit Quarterly Quantu Unit Quarter Quantu Unit Quarterly
Obligation m ly m Obligation
Obligati
on

400-SR-01 - Black Top Management [8.0] Person [50.0%] [8.0] Person [50.0%] [8.0] Perso [50.0%]
Months Month n
s Month
s

500 Preferential Procurement

500-SR-01 BBBEEB-BBEE Procurement [8.0] Rand [50.0%] [8.0] Rand [50.0%] [8.0] Rand [50.0%]

500-SR-02 QSEs and EMEs Procurement [8.0] Rand [50.0%] [8.0] Rand [50.0%] [8.0] Rand [50.0%]

500-SR-03 Women Owned Vendor [8.0] Rand [50.0%] [8.0] Rand [50.0%] [8.0] Rand [50.0%]
Procurement

600 Enterprise Development Contributions

600-SR-01 Enterprise Development [8.0] Rand [50.0%] [8.0] Rand [50.0%] [8.0] Rand [50.0%]
Contributions

600-SR-02 Adjusted Enterprise Development [8.0] Rand [50.0%] [8.0] Rand [50.0%] [8.0] Rand [50.0%]
Contributions

700 Socio-Economic Development

contributions

700-SR-01 Socio-Economic Development [8.0] Rand [50.0%] [8.0] Rand [50.0%] [8.0] Rand [50.0%]
contributions

700-SR-02 Adjusted Socio-Economic [8.0] Rand [50.0%] [8.0] Rand [50.0%] [8.0] Rand [50.0%]
Development contributions

86
 Annex 11

Form of Economic Development Plan

Please see the next pages

87
 SCHEDULE 3

COMPLETION MILESTONES

Please see the next pages

[Schedule 2 Part 1 of the PPA will be inserted here once finalised]

88
 SCHEDULE 4

DIRECT AGREEMENT

Please see the form of Direct Agreement on the next pages

89
 SCHEDULE 5

FINANCIAL MODEL

Please see the Financial Model on the disc attached below

90
 SCHEDULE 6

PROJECT DOCUMENTS

1. Financing Agreements

[To be completed nearer to the SignatureEffective Date. Seller to insert

titles of:

• any common terms agreement and facility agreement, common

facility agreement or loan agreements;

• any agreements in relation to the hedging of exposure to

interest rate changes and foreign currency exchange rate
fluctuations.

Fee Letters, Inter-creditor Agreements, Direct Agreements, Sponsor and

other support agreements and security documents will not be listed in
this table]

Agreement Title Parties Date

2. Seller's shareholders’ agreement and Memorandum of Incorporation

Agreement Title Parties Date

Memorandum of
Incorporation

3. Contracts

Agreement Title Parties Date

91
4. Lease Agreements

Agreement Title Parties Date

5. Grid Connection Agreements

[Preferred Bidder to insert titles of the budget quote, the Distribution

Agreement or Transmission Agreement, as applicable, any direct
agreement concluded in respect of the connection arrangements, and,
if applicable, the Self-Build Agreement.]

Agreement Title Parties Date

92