LOAN AGREEMENT

This loan facility agreement (the «Agreement») is a formalization of earlier orally agreed upon practice
and understanding between the Borrower and Lender.

Borrower:
XXXXX (Pvt.) Ltd, registration no. XXXX with principal place of business, XXXXXX (hereafter called
«XXX 1b) or the «Borrower»).

Lender:
XXXXX Ltd, Company Registration No. XXXX, with principal place of business at XXXX (hereafter called
«XXXXX» or the «Lender»). The Lender is the parent company of the Borrower.
Background for loan facility:
The Borrower is a XXX% subsidiary of the Lender and has investments in Waste to Energy power
projects in Pakistan. The Borrower has not been provided with sufficient funding to finance its
operating expenses or project development costs. Thus, certain of the operating expenses and project
development costs have been and will continue to be paid of the Lender on behalf of the Borrower.
This agreement is a formalization of the agreed practice the Lender and the Borrower that the Lender
pays such expenses and project development costs on behalf of the Borrower.
Facility:
The Lender agrees to provide the Borrower with a short term loan facility up to USD XXXX million
(hereafter called the «Loan Facility»). The Loan Facility is intended to be applied as a short term facility
and the Lender's intention is to subsequently convert the loan into equity in the Borrower. The Lender
further agrees that when loans/advances are intended to be converted to equity. The timing and the
amount of loan to be converted will assessed by the Lender at the time the financing structure for the
Borrower is agreed with external debt providers.

Term of facility:
The Loan Facility has been available during 20XX and the parties agree that the Loan Facility also will
be available in 20XX and first half of 20XX.
Interest:
As the Loan Facility is provided by the Lender to the Borrower instead of Lender funding the Borrower
by equity the parties agree that there will be or will not be any interest charged on loan amounts
drawn under the Loan Facility.

Conversion to equity:
The Borrower agrees that the Lender at its sole discretion may require that any amount, either in full
or part, be converted to equity in the Borrower at par value.

Repayment of outstanding amounts under the Loan Facility:

The Borrower shall at any time have the right to repay any drawn amount under the Loan Facility.

The Lender may require the amounts drawn under the Loan Facility be immediately repaid, either in
full or part, if one of the following instances occurs:
 a) The Borrower consents to repay the required amount.
b) Upon the Borrower commencing insolvency or liquidation proceedings.
c) Upon the appointment of a receiver or a trust over the whole or a substantial part of the
Borrower's asset.
d) Upon any party filing legal proceedings against the Borrower for a material amount. In this
case any legal proceeding with a single claim that exceeds USD 1 million is deemed to be
considered material. Further several legal proceedings filed with a total filed claim that
exceeds USD 1 million are also deemed to be considered material.
e) Upon the cessation of all or materially all of the Borrower's business operation.
f) A change of control in the Borrower, which shall be deemed to have occurred when the
Lender's ownership in the Borrower is reduced to below 99 per cent.

Miscellaneous:
This Agreement shall be governed by the laws of XXXXX. If any conflict arises between the parties
hereto that cannot be solved amicably by negotiations, the parties shall attempt to settle the dispute
by mediation. In the event that a dispute is not resolved through consultation within 30 day, at the
request of any Party, such dispute shall be finally settled by arbitration in accordance with the XXXX
Arbitration Act. The arbitration venue shall be XXXX. The arbitration shall be conducted in, and the
award shall be rendered in, the English language. The arbitration proceeding shall be kept
confidential.

Executed in Singapore and Karachi, on xxxxx 20xx in two (2) originals of which the Borrower and
Lender keep one copy each.

On behalf of
xxxxxx (Pvt.) Ltd

On behalf of
xxxxxxx Pte Ltd