Agency Agreement

This Agency Agreement is made on this ____ day of April, 2018 (the “Effective Date”) by and
between:

TATA POWER SOLAR SYSTEMS LIMITED, a company incorporated under the Companies Act,
1956 with its registered office at Plot No. 78, Electronics City, Hosur Road, Bangalore, INDIA-
560100 (hereinafter referred to as "TPS") of the One Part; and,

__________________________, a company incorporated under the laws of Cyprus, and

having its registered office at ________________________________________
________________________________ (hereinafter referred to as "AGENT") of the Other
Part.

The expressions "TPS" and "AGENT" shall wherever the context admits mean and include
their respective successors-in-interest and permitted assigns and shall individually be
referred to as “Party” and collectively as the “Parties”.

WHEREAS:

A. Prospective customers in Cyprus are anticipated to seek reference for proposals

from EPC contractors regarding construction of solar photovoltaic power plant(s)
(the “Projects”);
B. TPS and AGENT wish to collaborate in providing such services (the “Services”) and
intend to enter into separate agreement(s) (the “Sales Agreement”) for bidding
for and executing such Projects which are anticipated to be announced;
C. The Parties herein desire to enter into this AGENCY AGREEMENT setting forth the
roles and responsibilities and services to be provided by the collaborative, to
enable the Parties to provide Services to various customers for mutual benefit of
the Parties;,
D. The Parties agree to engage in good faith negotiations towards definitive
agreement(s) that will set forth the complete terms and conditions governing the
relationship between the Parties.
NOW THIS Agency Agreement WITNESSETH AS FOLLOWS:

1. DESCRIPTION OF PARTIES
1.1 TPS is engaged in the business of manufacture and sale of solar modules and also
design, engineer, procure and construct solar power plants and will bring its EPC
capability and use its existing supplier network and design expertise to bring
optimal commercial advantage to the Parties.
1.2 AGENT is engaged in the business of ________________________
________________ ___________________ ____________________
__________________________________________________________________.

2. DESCRIPTION OF OPPORTUNITY
2.1 ______________is anticipated to seek reference for proposals from EPC
contractors regarding construction of various Projects, and the Parties wish to
collaborate in providing such Services and intend to enter into a Sales Agreement
for executing such Projects.

3. ROLES AND RESPONSIBILITIES OF PARTIES UNDER THE AGREEMENTS

3.1 TPS shall be responsible for supply of solar modules, provided that the Parties
shall jointly work towards procurement of supplies.
3.2 AGENT shall be responsible for buying the solar modules and for the distribution/
resale of the same in Cyprus and shall undertake all associated risks in that
respect. It shall be the sole liability of AGENT to ensure proper local liaison and
relationship management with stakeholders.
3.3 AGENT shall advise the Parties regarding, and shall procure, any and all necessary
local permits and licences for the smooth performance of Services by the Parties
and implementation of the Projects.
3.4 Whenever any RFPs/RFQs are issued by any prospective customers, either Party
that gets knowledge of the same shall bring it to the notice of the other Party, and
the Parties jointly shall work forward towards the submission of a suitable
response to such RFPs/RFQs where either Party shall take the lead in commercial

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 discussions for such Projects, as appropriate for the lead, and as mutually agreed
upon in writing by both Parties.
3.5 For the purpose of co-ordination, representatives from the Parties shall
participate in tele-conference to review the various Projects being jointly pursued
and monitor their progress.
3.6 Each Party shall inform the other immediately of all matters of a material nature
that affect the Projects and/or the work to be performed under the Projects.

4. TERM AND TERMINATION

4.1 Responsibilities and commitment to work under this AGENCY AGREEMENT would
begin from the Effective Date, and shall continue until such time as the Parties
enter into definitive agreement(s) for any such Projects, or the expiration of five
(5) year, whichever comes earlier. The term of this AGENCY AGREEMENT may be
extended upon mutual agreement in writing between the Parties.
4.2 This AGENCY AGREEMENT may be terminated by either Party after giving the
other Party six (6) month’s written notice in writing; provided that any Projects
would continue to be pursued under the stipulations of this AGENCY AGREEMENT
for at least six (6) months after termination.

5. CONFIDENTIALITY

5.1 “Confidential Information” shall include but not be limited to: techniques,
schematics, designs, contracts, financial information, sales and marketing plans,
business plans, business affairs, operations, strategies, inventions, methodologies,
technologies, pricing, methods of operations, procedures, products and/or
services. The obligations under this Confidential Information provision will be in
force for a period of one (1) year from the date of disclosure.
5.2 Each Party recognizes the importance of maintaining appropriate safeguards
against improper disclosure of the other party’s Confidential Information and
recognizes that such disclosure may result in damage to the owner of the
Confidential Information. Accordingly, each Party agrees to maintain the
confidentiality of all Confidential Information of the disclosing party and to use

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 such Confidential Information only in furtherance of the purposes of this AGENCY
AGREEMENT.
5.3 Each Party shall immediately return all Confidential Information to the other Party
belonging to such Party prior to the effective date of termination of this AGENCY
AGREEMENT.

6. EXCLUSIVITY

6.1 This AGENCY AGREEMENT shall not, subject to other obligations mentioned
herein, preclude or limit either Party from doing business in the regular course, or
providing its services or selling its products to its customers, or seeking such
services or buying any such or other similar products from other sources. Except
that within the region of Cyprus, the Parties shall work with each other on
mutually exclusive basis. If the Parties are unable to achieve a business of ___MW
in the first two years of the agreement then the Parties have an option to explore
opportunities with third parties in Cyprus.

7. AMENDMENTS

7.1 Any amendments or modifications to the AGENCY AGREEMENT shall be in writing

and shall be effective only when signed by the authorised representatives of the
Parties.

8. DISPUTE RESOLUTION AND GOVERNING LAW

8.1 The Parties agree to attempt in good faith to resolve any dispute expediently and
amicably to achieve full performance of the AGENCY AGREEMENT. Any dispute
shall be resolved and finally settled in accordance with the provisions of the
Arbitration and Conciliation Act, 1996, as may be amended from time to time or
its re-enactment. The arbitral tribunal shall be composed of two arbitrators to be

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 appointed by both the Parties and the third arbitrator shall be appointed by the
arbitrators appointed by the Parties. For any such arbitration, the seat of
arbitration shall be at United Kingdom and the language shall be English.
8.2 All questions concerning the construction, validity and interpretation of this
AGENCY AGREEMENT will be governed by the laws of Singapore, and the courts
at Singapore shall have exclusive jurisdiction with respect to any dispute that
occurs according to, or in relation to, the AGENCY AGREEMENT and not resolved
in accordance with arbitration.

9. RELATIONSHIP OF PARTIES

9.1 It is understood and agreed that nothing herein shall be construed to entitle
either Party to be a representative, agent, partner or joint-venture of the other
and the relationship between the Parties is as principal to principal basis to deal
with prospective customers in Cyprus in the field of solar power generation and
distribution.

IN WITNESS WHEREOF the authorized representatives of the Parties have signed this
AGENCY AGREEMENT on the date first mentioned above:

FOR TATA POWER SOLAR SYSTEMS LTD: FOR ______________________________:

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_________________________ _________________________

AUTHORISED SIGNATORY AUTHORISED SIGNATORY

NAME: Arul Shanmugasundram NAME:

DESIGNATION: Chief – Business DESIGNATION:

Development (Large Projects) & CTO

_________________________ _________________________

WITNESS 1 WITNESS 2

NAME: Harish Gopalakrishnaiah NAME: Abbas Hamza El Dajani

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