Re: Contourglobal Anti-Corruption and Foreign Corrupt Practices Act Acknowledgment

Date:

Name/Company:

Address:

Re: ContourGlobal Anti-Corruption and Foreign Corrupt Practices Act Acknowledgment

Dear Sir or Madame:

As part of a global community that includes international organizations and civil society groups, ContourGlobal L.P. and its affiliates (“ContourGlobal” or the “Company”) have increasingly focused on corruption as a major impediment to development and poverty eradication. As an international power development company, ContourGlobal is subject to the anti-corruption laws of the countries in which it operates, including the U.S. Foreign Corrupt Practices Act (‘FCPA”) and UK Bribery Act 2010 (“Bribery Act”), and the anti-corruption standards set forth in various international treaties (“Anti-Bribery Laws”). ContourGlobal’s global ethics and compliance program is designed to ensure that the Company does business well and sets an example of good business practices for others to follow.

Anti-Bribery Laws make it a crime for companies, their officers, directors, and employees, and anyone acting on their behalf, to offer, promise or pay, or authorize the payment of, money or anything of value to any government official, political party, political party official or candidate, or any person performing a public function, directly or indirectly, to improperly influence any act or decision of that person or any other official for the purpose of obtaining, retaining, or directing business to the company.

In accordance with ContourGlobal’s policies, the Company requires service providers, representatives, consultants, and other third parties (“Third Parties”) to abide by the Anti- Bribery Laws and the Company’s policies and procedures, including its Anti-Corruption Policy and Anti-Corruption Compliance Guide. Third Parties are also required to participate in the Company’s anti-corruption compliance due diligence procedures. These procedures are designed to enable the Company to assess potential counterparties before doing business with them and to protect the Company from violations of the Anti-Bribery Laws.

As a Third Party with whom the Company is considering doing business, we require that you undertake and represent as follows:

a)You will not request payment or wire transfers to bank accounts that are not located in the jurisdiction where you reside. Furthermore, you will not request or arrange wire transfers or payment instructions in a way that would conceal the identity of the sender or recipient;

b)You have the organizational resources and staff to perform the services contemplated by the engagement;

c)You are not yourself a government official and have not been recommended to ContourGlobal by a government official;

d)You will not use sub-contractors to perform any part of the services contemplated under your engagement with ContourGlobal; if so, (i) you will only do so with ContourGlobal’s prior written approval; and (ii) your subcontract will contain anti-bribery provisions substantially similar to those in your contract with ContourGlobal;

e)You will not request or require payment in cash; and

f)You will not request that any false invoices or other documents be prepared in connection with any transaction.

Further, as a potential Third Party of ContourGlobal, you hereby acknowledge, agree, and represent that:

a)No payments have been or will be made that would constitute a violation of the Anti-Bribery Laws;

b)If such payments are discovered, or if ContourGlobal has reasonable cause to believe that such payments have been, will be, or are being made, it has the right to immediately terminate any contract or agreement; and

c)If, based on its own good faith review, ContourGlobal chooses to terminate this relationship based upon any violations of the Anti-Bribery Laws or ContourGlobal anti-corruption policy, you agree to forfeit any and all compensation presently or potentially due and owing under your agreement with ContourGlobal.

We also require our Third Parties to periodically produce a certification in writing, as a condition to our continued business relationship, that you or your organization have not (and with respect to any agent, representative, consultant or other person retained by or paid by you in connection with our business, you have no reason to believe that any of them has) taken any action which would expose ContourGlobal to liability under the Anti-Bribery Laws. ContourGlobal reserves the right to audit your books and records with respect to any services provided to ContourGlobal at our cost and at any time should ContourGlobal determine that an audit is required during the engagement period and for a period of two years after the engagement period.

Please sign and return a copy of the letter, acknowledging your receipt, understanding, and agreement in the space provided, and maintain one for your own records. Please also complete and return the enclosed questionnaire.

Thank for your consideration of this matter.

Sincerely,

Daniel Ostrow

Senior Compliance Counsel

ContourGlobal

Enclosures:

Copyofthisletter

Questionnaire

Acknowledgment

Received,understoodandagreed:

______

Onbehalfof:

Date:

CONTOURGLOBAL QUESTIONNAIRE

FOR PROPOSED THIRD PARTIES

Please answer all applicable questions. If a question is not applicable, please put “N/A.” If additional space is needed, please attach extra pages.

1.Company Name: ______

2.Other Names: ______

3.Countries in which the company will represent ContourGlobal: ______

4.Company Information:

a.Legal Structure: ______

b.Country of Incorporation: ______

c.Parent Company: ______

d.Subsidiaries: ______

______

e.Affiliated Entities / Joint Ventures:

______

______

f.Owners, partners, and shareholders with over 2% of the shares in the company. Please include country of residence and percentage ownership:

______

______

______

g.Employees who will provide services to ContourGlobal (name and title):

______

______

______

5.Management Information:

a.Directors / Principals:

______

______

______

b.Chief Executive Officer: ______

6.Business References. Please Provide two:

______

______

7.Banking Credit References:

______

8.Historical Background: Briefly describe primary areas of business activity, changes in ownership, growth plans, etc.:

______

______

______

9.Briefly describe the experience and qualifications of the management and employees:

______

______

______

10.Please attach financial statement (audited, if available) for the past 3 years, including balance sheets and profit and loss statements.

11.Other Businesses in which company is engaged:

______

______

12.Briefly list all contributions, whether in cash or in kind, made during the last three years to any political party, candidate, non-governmental organization, governmental entity or department, or charitable entity (including community development or involvement activities), as practicable:

______

______

13.Has your organization or have any of the directors, officers, employees, or owners ever been investigated for, accused or convicted of, or entered into a settlement or plea arrangement involving bribery or corrupt practices? If yes, please describe:

______

______

14.Please use this space to provide any additional information which you feel may be relevant to the relationship between company and ContourGlobal involving your interactions or relationships with government officials:

______

______

______

15.Government Connections

a.Does any current or former government official, political party official, candidate for political office, or relative of such a person, have an ownership interest, direct or indirect in your company?(Note: Indirect ownership could include an ownership by a member of the official's family or through a nominee.)

______

______

b.Is any current or former government official, political party official, candidate for political office, or relative of such a person an employee, officer or director ofyour company?

______

______

c.If the answer to either (a) or (b) above is yes, please:

1. State the name and official position of such person in the government or political party:

______

1. Describe his/her official duties and responsibilities with the government, governmental office or political party and, if the foreign official is a relative of an owner, director, officer or employee of your company, the relationship of that official to your personnel:

______

______

1. Indicate the type and extent of his/her ownership interest in your company (e.g., percentage of ownership, positions with your company, shareholder, officer, director, etc.):

______

______

WITNESSSIGNATURE

NAMENAME

______

TITLE

DATE: