Table No.1. Good and Services Prices Part A

Table No.2. Milestones for Goods and Services Part A

INDEX

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MERIC is a Chilean research centre on marine renewable energies funded by Chilean Government CORFO agency. EGP is its partner.

The VTB (Validation Test Bench) is a subproject inside the MERIC’s activities. The VTB, now hereinafter defined Open Sea Lab (OSL), is an offshore laboratory that has as main goal to verify the behaviour of a WEC prototype deployed in a real ocean condition and its reciprocal influence with the sea environment.

The MERIC research lines related to the OSL operation are focused on the following topics:

Inside the Meric’s planned activities EGP has in charge the OSL project with the both roles of EPC contractor for the OSL’s Balance of Plant (BoP) Engineering, Procurement and Construction and as the supplier of a WEC deployed at OSL. The availability of a WEC supplied by EGP to the OSL will be in the frame of the EGP in- kind contribution to the Meric project.

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The OSL location has been selected close to San Antonio, in the Valparaiso region, central Chile. More in detail the OSL will be deployed at ECIM and in an offshore area front it. The ECIM is a coastal facility owned by the PUC.

The geographical coordinates of the offshore area conceded to EM for the deployment of the OSL are identified by the following table

The final layout of OSL installation, inside the above area, shall be defined by OPT in accord with EGP Chile, previously to the deployment and taking into account the best operational condition.

The OSL will be implemented in name of the Chilean company Energia Marina SPA (EM), that is managing the MERIC project. The company EM owns the permit necessary to deploy the OSL offshore.

The present sow defines the subjects of two separated contracts having the objectives:

Due to funds management requirements, the above mentioned contracts A and B will be issued by two different companies of Enel Green Power Chile Group.

The Contractor must apply all the possible cautions to avoid any incident to the people involved in the works object of the contracts here defined. The documents shall be the reference for this activity:

All the offshore operations shall be subjected to the related local Chilean laws. In particular all the divers personnel operating underwater must be professionals, having valid licence for that kind of operations.

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The guidelines of the Sow for this contract will be mainly defined by the following considerations:

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The details of the SOWs will be defined in the text following.

Ocean Power Technologies, Inc. (OPT) shall provide one PB3 PowerBuoy^®- with nominally 50 kWh on board battery storage and its deployment at the MERIC OSL site, which is approximately centred at 1.2 km off the coast of ECIM at Las Cruces, Chile in an average water depth of 35 meters. The provision which will be the object of the activities here defined shall consist of the items following.

It is assumed that the PB3 WEC will be fully assembled at the OPT facility in USA to the extent possible, with minimal final assembly required on site. The shipment will be configured to manage that configuration.

The OSL system will be composed by the Part A and Part B, with some parts or operations shared, purchased by two distinct companies with two separate contracts, having differentiated modalities in terms of VAT and taxes management. The aggregation of the different items is functional to different taxes application as well.

Part A - Scope of Work

The Part A provision is intended to be a Turn-Key solution, assumed to be a the supply and deployment, commissioning and test offshore and onshore at Las Cruces as indicated in the present SoW and in: “Part A Proposal for Enel Green Power in support of the Marine Energy Research and Innovation Centre (MER/CJ Open Sea Lab (OSL); VOLUME 1 - TECHNICAL OFFER” dated 23rd July 2019 (EGP-001-02A) hereinafter “TS A”. Will be included:

This Turn-Key solution shall be compensated with a global single fixed price. Included one year of guarantee and remote monitoring.

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All the risks on the final price due to uncertainties, mainly in the deployment phase, will be mitigated by the provider itself, assuming insurance covers.

With this contract related to Part A will be compensated also the Las Cruces site survey works already carried out by OPT on June 2019, and some activities related to the Part B contract hereinafter described, highlighted by (#).

Part A - Detailed List and Sequence of Supplies and Operations

Here below is a list of items located and described with the sense of time of execution and the logical process toward the final result. The description of the supplies and services related to the contract for the Part A will be necessarily integrated with some references to the Part B.

Site survey of Las Cruces ECIM, San Antonio port and to the other possible support facilities in the area in order to assess the needs for WEC system components movement, staging, final assembly and deployment. Performed in Chile from 25th to 281h June 2019 as for the OPT Proposal No. 060519KPS on 12 June 2019.

PB3 WEC supply as for OPT technical specification EGP-001-02A 23 July 2019, designed for a three point mooring, with 3G/4G communication system and a nominal 50 kWh storage system on board, ready to connect a subsea cable to supply payloads deployed on the seafloor. Delivered OAP (lncoterms 2010) at Las Cruces, Chile.

Supply from USA of some mooring parts and other Part A components other than WEC itself. Supplied Delivered OAP (lncoterms 2010) at Las Cruces, Chile.

Shipment of components 2. and 3. will be under OAP (lncoterms 2010) condition. In that shipment will be included the Part B goods. The shipment of the Part A and Part B goods must be arranged to facilitate the customs operations, taking into account that the goods will be related to two separate contracts. The shipment document must have indicated two distinct destination companies: Part A must be addressed to Empresa Electrica Panguipulli S.A. (DAP lncoterms 2010) and Part B to Enel Green Power Chile S.A. (DDP lncoterms 2010). Before the shipment is planned to be done the Factory Acceptance Test FAT of the available components at the facility OPT in Monroe NJ USA. The procedures for the FAT shall be defined and agreed between the contracting parts at least within 60 days before the FAT itself.

Note: Part A - Customs Operations

All the customs operations related to the Part A goods shipped by USA (items 2. and 3.} shall be not in charge to the provider OPT and will be excluded from the present Part A SoW. A Custom Agency will be engaged by EGP Chile Group in order to perform the customs operations and the direct payment of the due customs taxes {VAT/duties/) and deliver the goods customs free, ready for the following steps of this SoW. In the Commercial Invoice will be indicated the values of the goods shipped plus the cost of shipping and related insurances (must be indicated DAP value).

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Note: Part 8 - Customs Operations

All the customs operations related to the Part 8 goods shipped by USA shall be in charge to the provider OPT who will provide direct payment of VAT and other due taxes. These costs must be estimated before the contract is issued and will be paid in advance by EGP to OPT. The commercial invoice must be indicated DDP value. We recommended to use customs Agency Patricio Sesnich by legal reason.

Unloading of the goods coming from USA and movement them to a temporary staging position at San Antonio port. Included the Part B goods.

Supply of the components of the WEC’s mooring system and eventual other WEC auxiliary parts that the contractor OPT will buy on Chilean market and that will be deposited at the same place described here in 7. (Note: These components and related services will be invoiced to OPT by the Chilean providers and the final cost for the customer will include VAT).

Staging of the Part A and Part B goods at a secured area at San Antonio port, within the deployment date.

Before the final deployment, the full OSL offshore system, Part A and Part B, will be preassembled, connected and pre-commissioned at the staging site at the San Antonio port.

Here the cost related to Part B activities will be compensated by the specific Part B contract. The procedures for pre-commissioning and test on shore shall be defined and agreed between the contracting parts with in the arrival of the goods in Chile.

The Mooring System, the PB3 WEC and all the part B OSL offshore components will be deployed preferably at the same time,without interruption of continuity.

After the deployment indicated in 9., shall be done a full OSL system commissioning and test. The procedures for final commissioning and test shall be defined and agreed between the parts within the arrival of the goods in Chile.

Starting from the final acceptance test indicated in 10. will start a 12 month period of guarantee on the correct behavior and faults of the Part A OSL system. The details are indicated on the document EGP-001-02A released 23 July 2019.

In any case OPT shall make available to EGP the remote read-only HMI application installed on the local shore station that shall consent to EGP or other MERie’s partner to monitor by remote the behavior of the PB3.

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Part A - Survey and maintenance after guarantee period

Before the issue of the Part A contract, must be negotiated and defined the terms and costs of extraordinary maintenance and remote survey for a sequential period of three year of operation after the expiration of the guarantee. This cost shall be provided as an option, and shall not be considered part of the base scope of the contract. In detail:

Part A - Milestones:

The milestones are the following:

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With a separate contract, in addition to such indicated in the previous chapter 4. Part A, Ocean Power Technologies, Inc. (OPT) will provide all the necessary systems necessaries to complete the layout of the OSL.

The definition of the OSL scheme has been carried out with the works of the Contract 8400128406, Release 2018.19.04, “Feasibility Study of deployment of the PB3 for Enel Green Power MERIC VTB Project” a feasibility study on the VTB/OSL project at the site of Calfuco, Valdivia CL, contracted to OPT by EGP NA.

Is necessary to highlight again here that the OSL system will be composed by the Part A and Part B, with some parts or operations shared. Part A and Part B will be purchased by two distinct companies with two separate contracts, having differentiated modalities in terms of VAT and taxes management. The aggregation of the different items is functional to different taxes application as well.

Part B - Scope of Work

The Part B provision is intended to be a Turn-Key solution, assumed to be a the supply and deployment, commissioning and test offshore and onshore at Las Cruces as indicated in the present SOW and in: “Part B Proposal for Enel Green Power in support of the Marine Energy Research and Innovation Centre (MER/CJ Open Sea Lab {OSL}; VOLUME 1 - TECHNICAL OFFER” dated 9th August 2019 (EGP-001-02A) hereinafter “TS-B”. Will be included:

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This Turn-Key solution shall be compensated with a global single fixed price. Included one year of guarantee for the PB3 and mooring, and manufacturers’ warrantees for OSL components.

All the risks on the final price due to uncertainties, mainly in the deployment phase, will be mitigated by the provider itself, assuming insurance covers.

Some operations necessaries to carried out the Part B of the OSL are intended included and compensated in the part A one. The activities that be interlaced with the Part A are evidenced here with the mark (@).

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Part B - Detailed List and Sequence of Supplies and Operations

Here below is a list of items located and described with the sense of time of execution and the logical process toward the final result. The description of the supplies and services related to the contract for the Part B will be necessarily integrated with some references to the Part A.

The components of the Part B provision will be designed, specified, purchased and partially assembled and tested at the OPT factory in NJ USA. The communication protocol between the different systems will be implemented there in order to be confident in the final results at Las Cruces and avoid problems during the pre-acceptance test at San Antonio. The preliminary test of all the offshore and on shore Part B system, excluded the radar system, will be part of the FAT to be planned there for the PB3 as well, before the shipping. After FAT will be packed and prepared for shipping preferably.

The procedures for the FAT shall be defined and agreed between the contracting parts at least within 60 days before the FAT itself.

The shipment of the Part B components have to be organized in synergy with the Part A ones, taking into account the different operations at the Chilean port.

The radar components, if considered useful, will be shipped in a separate way from the supplier to the destination place at ECIM Las Cruces, Chile.

The shipment will be considered here from DDP (lncoterms 2010) condition at Las Cruces, Chile. In that shipment will be included the Part B goods.

Note: Part A - Customs Operations

All the customs operations related to the Part A goods shipped by USA (items 2. and 3.) shall be not in charge to the provider OPT and will be excluded from the present Part A SoW. A Custom Agency will be engaged by EGP Chile Group in order to perform the customs operations and the direct payment of the due customs taxes {VAT/duties/) and deliver the goods customs free, ready for the following steps of this Sow. In the Commercial Invoice will be indicated the values of the goods shipped plus the cost of shipping and related insurances (must be indicated OAP value).

Note: Part B - Customs Operations

All the customs operations related to the Part B goods shipped by USA shall be in charge to the provider OPT who will provide direct payment of VAT and other due taxes. These costs must be estimated before the contract is issued and will be paid in advance by EGP to OPT. The commercial invoice must be indicated DDP value. We recommended to use customs Agency Patricio Sesnich

by legal reason.

Unloading of the goods coming from USA and movement them to a temporary staging position. Included the Part A goods. This cost will be included and compensated in part A costs.

Staging of the part A and Part B goods at a secured area at San Antonio port, within the deployment date.

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Before the final deployment, the full OSL offshore system, Part A and Part B, will be preassembled, connected and pre-commissioned at the staging site at the San Antonio port.

The procedures for pre-commissioning and test on shore shall be defined and agreed between the contracting parts within the arrival of the goods in Chile.

Here the cost related to Part B activities will be compensated by the specific item in Part B contract.

The Mooring System, the PB3 WEC and all the part B offshore components will be deployed preferably at the same time, without interruption of continuity. Part B deployment cost will be compensated inside the Part A one.

After the deployment indicated in 9., shall be done a full OSL system commissioning and test. The procedures for final commissioning and test shall be defined and agreed between the parts within the arrival of the goods in Chile. The cost of this operation will be compensated within the Part B costs.

All the systems supplied with the Part B contract will be subjected to manufacturers’ standard warranties.

Beyond the surveillance of the PB3 itself, already provided in A, OPT will evaluate the feasibility of a remote monitoring system, in a period no longer than 6 month from OSL starts, with the intention to verify eventual anomalies and fault in the OSL BoP system supplied with Part B contract. For clarification, development of the OSL remote monitoring system is not included in base scope of work and shall be estimated as a contract option.

Part B - Survey and maintenance after guarantee period

Not necessary.

Part B - Milestones

The milestones are the following:

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Within 30 days from the contracts signatures will be held a kick-off meeting between OPT and the EGP representatives. Video or audio conference. Project status update meetings shall be held on a regular basis via audio conference.

Site visits will be planned for:

Video and audio conferences will be possible always, after previous agreement.

All the documents here described or necessary to perform the SOW will be exchanged between the party.

In particular after 30 days from the contract signature shall be sent a the final general arrangement drawing of the full OSL systems with data sheets for each OSL component provided.

The following documentation, in English language with all the necessary attachments (i.e. database, GIS file, pictures, movies, etc.), will be included in the scope of work:

The deadline for both Part A and Part B final test at Las Cruces will be the 31st March 2020

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Annex 1

Met-ocean and geomorphological conditions at Las Cruces site

Annex B: General Terms and Conditions and Annex II Chile (SEVENTH EDITION).

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ENEL GROUP GENERAL CONTRACT CONDITIONS

GENERAL PART

1. SCOPE.

1.1. These Terms and Conditions of Contract (hereafter referred to as “General Conditions” or “General Part”) regulate the contractual relationship between companies belonging to the ENEL Group (hereafter also referred to as “ENEL”) and its Contractors (hereinafter jointly referred to as the “Parties”) regarding the acquisition of materials, equipment, works and services.

1.2. The General Conditions are intended to form one document comprising of the present document and the Country Annexes. Whenever the Contract must be perfomed in a specific Country, the corresponding Country Annex shall be applied, as it provides the specific clauses applicable in the specific Country.

1.3. These conditions shall also apply, without prejudice to any other agreement to the contrary and taking into account the order of precedence set out in clause “INTERPRETATION AND HIERARCHY’’.

1.4. The Agreement (as defined below) refers to the Web page on which these general Conditions may be consulted, and copy in an electronic/hard copy format will be sent to those who do not have access to the Webpage and have requested.

1.5. Any exceptions to these General Conditions proposed by the Contractor shall be valid only if made in writing and accepted by ENEL; and shall only apply to the Contract it is related and will not be applied neither to any pending contract nor to any other contract that will be signed with the same Contractor.

2. DEFINITIONS.

The following definitions, among others, apply to this document:

IJ Warranty Period: period of time for the duration of which the Contractor has to ensure the proper functioning of the products/works, or that the products/works are flawless and fit for their use.

3. LANGUAGE.

3.1. The original version of this General Part is in english. The original version of each Country Annex is in the language indicated in the relevant Country Annex . The original version of the remaining contractual documents shall be that indicated in the Agreement or in each of the contractual documents.

3.2. Notwithstanding the foregoing, any amendment or supplement to the Contract shall be made in writing.

4. EXECUTION.

4.1. The Contract is executed through each Parties’ signing. by signing the Contract geven an electronic signature - the Contractor declares its full and unconditional acceptance of the same.

4.2. The Contract shall not be automatically renew neither tacitily extended. Any additions and/or subsequent additional contractual terms, or deletions of contractual clauses provided in a given Contract, do not have any validity in terms of amendment of General Conditions and are limited to the given Contract.

4.3. In case of agreements executed by ENEL with the Contractor for the benefit of two or more companies belonging to the ENEL Group, the Contract shall be considered as executed by and between the given companies of the ENEL Group that will actually be receiving the service, the works or the supply and the Contractor or its subsidiaries or associated companies or permanent organisations located in the same Country as the ENEL Group company.

5. INTERPRETATION AND HIERARCHY.

5.1. In the case of conflict or incompatibility among the contractual documents of the Contract, the priority and precedence shall be determined according to the following order:

5.2. In any case, should a conflict arise between the contractual documents and mandatory provisions of the applicable law, the mandatory provisions of the applicable law shall prevail.

5.3. Without prejudice to clause “APPLICABLE LAW’, should any doubts and/or conflicts arise on the Interpretation of a Contract, it shall be amicably resolved by the Parties, in accordance with the subject matter and purpose of the Contract and in compliance with the same Contract.

5.4. In the event of discrepancies between the original version of the present General Part, drafted in English and its translations into other languages, the original version in English shall prevail. In the event of discrepancies between the original version of a Country Annex and its translations into other languages, the original version in the official language of the given Country shall prevail.

5.5. It shall not be held that a Party has waived any right, power or claim provided in the Contract unless such waiver is explicitly declared in writing to the other Party. The waiver of a right, power or claim shall not imply a waiver of any future right, power and claim even if the latters are of the same nature of the former.

5.6. In the event of any provision of the Contract being held invalid, such invalidity shall not affect the remaining provisions of the Contract, which may be spplied without the invalid provision being in forec. The Parties, taking into account the cope of the Contract and by a mutual agreement, shall seek to amend the invalid provision in such a way that it complies with its original purpose as much as possible.

6. COMMUNICATIONS.

6.1. Any communications between the Parties shall be made in writing, at the location or address and in the manner stated in the Contract. The Parties undertake to promptly report each other any change of location and address. In the absence of such report, communications shall be deemed effective if sent in the agreed manner to the addresses referred to in the Contract.

6.2. ENEL reserves the right to use electronic procedures for the exchange of documents relating to the Contract. Unless otherwise agreed in the Contract, electronic means of communication may be used, provided that they allow the tracking of any communication.

6.3. The Contractor shall abide by and promptly give effect to all communications it receives from ENEL, without any further formalities.

7. ECONOMIC CONDITIONS.

7.1. Price.

7.1.1. The price of the Contract is the consideration agreed for the acquisition of materials and/or equipment and/or for the performance of works or services, and it takes into account the total value of the Contract. It includes everything necessary for the full performance of the contractual services, and everything that has to be provided or performed by the Contractor, including all costs or charges saved what is due for services and items that have been explicitly excluded and the taxes imposed by the applicable legislation.

7.1.2. All prices shall be listed in the Contract in the manner provided for therein.

7.2. Modification of Prices.

7.2.1. The prices are fixed and invariable. A price change may occur if provided in the Contract and/or required by the applicable law.

7.3. Invoicing.

7.3.1. Invoices shall be valid and ENEL shall accept them only if they contain all information required by the Contract and by the applicable regulations, and only if the activities referred thereof are have been duly carried out. Invoices not referring to the specific Contract number shall neither be accepted nor considered for purpose related to the date of their receipt. Even if the Contract provides the payment of invoices in different currencies, any single invoice must be issued under a single currency.

7.3.2. ENEL may return to the Contractor invoices that:

In case of return of an invoice, ENEL shall specify the grounds for returning invoices. The return an invoice excludes the original receipt date of ther same. Unless otherwise agreed in the Contract, all invoices and, where applicable, the mandatory attached documentation shall be sent to the address provided in the Contract.

7.3.3. Invoicing may be carried out as follows:

A. Using ENEL’S Electronic system /Procurement Portal):

The Contractor, under the terms and conditions set forth in the Contract, and after having obtained the necessary authorisation to invoice from ENEL (invoices shall report the quantities supplied and/or the services provided in the amount corresponding to the one invoiced) amount indicated therein), shall issue the relevant invoices.

Upon receipt of the authorisation to invoice from ENEL and in accordance with contractual provision, the Contractor shall send the invoices, which have to include all data required by mandatory applicable laws, by using an Electronic systems (e.g. EDI) that ensure the authenticity and integrity of the information provided in the invoices.

In accordance with the law on electronic invoicing, the Contractor may send ENEL invoices issued in an electronic format. This method ensures the integrity of the data thereof and the univocal attribution of the document to the issuer.

B. Without using Electroni c systems:

In the event of electronic systems being not available and/or applicable legislation not allowing electronic submission and electronic invoicing, the Contractor, in compliance with the terms and conditions set forth in the Contract, after having obtained the necessary authorisation to invoice from ENEL (invoices shall report the quantities supplied and/or the services provided in the amount corresponding to the one invoiced) shall issue the relevant invoice, and send the original to the invoicing address indicated in the Contract.

In the case referred to under sub-clause 4.3, in case the works/services/supplies are perfomed by a subsidiary or the Contractor or by an associated company or by permanent establishment of the same in the given Country the ENEL Group companies are established, the invoicing must be provided directly by its subsidiaries or its subsidiary, its associated company or its permanent establishment in the same Country in which the ENEL Group company is located.

7.4. Payment Conditions.

7.4.1. All payments shall be made by ENEL by bank wire transfer, in the manner and within the time limits set out in the Contract.

7.4.2. To this end, the Contractor undertakes to communicate to ENEL all necessary bank data. The Contractor has the obligation to promptly report to ENEL any changes to its fiscal and general data (such as: VAT number, address, company name, etc.) and any change of ownership/corporate shareholding. Failure to communicate the above information may result in the suspension of payments of invoices that contain data that are not up to date.

7.4.3. Exceptionally, ENEL may accept other legitimate and valid means of payment, in accordance with the law applicable to the relevant Contract.

7.4.4. The payment of the invoiced amount(s) shall not imply that ENEL has acknowledged that the Contract to has been properly performed by the Contractor or that ENEL has waived its rights and claims against the Contractor, as any payment is made without prejudice to any future right or claim.

7.4.3. ENEL may, if allowed by the applicable law and if provided in the Contract, withhold or suspend payments due to the Contractor, even if they are due and payable.

7.4.4. In case of a delayed payment by ENEL, if such a delay is imputable to ENEL, default interest shall be payable to the Contractor in accordance with the provisions of the Contract and with the applicable law.

7.5. Payments defennent.

7.5.1. Without prejudice to clause 7.4 “PAYMENT CONDITIONS”, ENEL reserves the right to propose a deferment of the payment to the Contractor. The Contractor has the right to accept or refuse the above-mentioned deferment proposal.

7.5.2. In the event of the Parties agreeing to defer the payment’sterms:

Regardless of the provisions in the General Conditions/applicable Country Annex, the new terms and conditions of payment agreed between the Parties and indicated in the Contract shall prevail;

ENEL will pay the Contractor a deferral charge in an amount calculated on the basis of a market reference rate (e.g. US Libor, Euribor) recorded on the day of issue of the relevant. deferred invoice plus a spread for the days between the due date originally stated in the General Conditions/ applicable Country Annex and the agreed deferred due date.

7.5.3. Deferral charges, determined as above, will be paid by ENEL al the same time and in top of the amount due pursuant to the deferred the invoice. This understood that in the event of a delayed payment also in respect of the agreed deferred due date, ENEL shall pay default interests, as stated in the General Conditions/ applicable Country Annex.

8. TAX.

8.1. While paying Contractors for goods/works/services received, ENEL shall apply a withholding in accordance with tax and welfare contributions legislation (with fiscal effect) applicable in the Contractor’s Country of residence and/or pursuant to any other law applicable to the Contract.

8.2. The Parties mutually undertake to fulfil all obligations, to deal with all the paperwork and to deliver all documents necessary for the proper payment of taxes, including withholdings and other legal obligations applicable to the Contractor, in compliance with the procedures set forth by the applicable law. Similarly, the Parties undertake to cooperate in order to obtain exemptions or other tax benefits applicable to the Contract. If, due to a lack of diligence or any other cause imputable to the Contractor, ENEL loses an entitlement to a tax benefit, it may discount the amount of the tax benefit it has not been able to take advantage of from the amount due to the Contractor.

8.3. Should treaty between the Contractor’s Country of residence and the Country of residence of the relevant ENEL Group company be in force in relation to the avoidance of double taxation, and the Contractor claims the application of the provisions of such a treaty, the Contractor must provide ENEL with its certificate of tax residency (or any other declaration/certificate necessary for the application of provision against double taxation) for the purposes of classification of the nature of the income under the treaty against the double taxation, the Contractor shall take into account the interpretation in force in the Country in which the ENEL Group company is located. This certificate is, generally, valid for one year, unless the legislation of the Country in which the ENEL Group company is located establishes a shorter period. In any case, when upon expiration of the validity of each certificate, the Contractor shall submit another valid certificate.

8.4. If ENEL is required to make deductions from payments due to the Contractor, upon request from the latter, ENELshall issue a certificate referred the deductions applied and more specifically to the amounts paid and to the amounts withheld.

8.5. If materials or equipment are sent from abroad, the taxes shall be paid as follows:

8.5. Taxes on national materials or equipment shall be paid either by ENEL or by the Contractor, according to the provisions of the applicable law.

9. PERFORMANCE.

9.1. Introduction.

9.1.1. The Contractor, if required by the Contract, shall be obliged to appoint and maintain, throughout the performance of its activities pursuant to the Contract, one or more representatives with full authority to discuss technical and economic matters, with particular reference to safety and occupational health, work-related social obligations and respect for the environment.

9.1.2. ENEL reserves the right, during the performance of the Contract, to object said representative(s) for cause. In such a case, the Contractor shall be obliged to appoint a different the representative(s) within ten (1O) working days, unless otherwise provided in the Contract.

9.1.3. ENEL undertakes to provide, upon request of the Contractor, all necessary information for the performance of the activities covered by the Contract. If the data provided by ENEL is insufficient or incomplete, the Contractor undertakes to request missing information in good time.

9.1.4. ENEL has the right to check and verify the performance of the Contractor of all obligations under the Contract and in compliance with all instructions issued by ENEL, the proper and timely performance by the Contractor of all activities necessary for the fulfilment of the Contract in accordance with the terms and conditions set forth in the same Contract.

9.1.5. Without prejudice to its right to terminate the Contract, if ENEL, at the outcome of said checks and inspections, in any manner and at its sole discretion, determines that the Contractor has operated in breach in the exact performance of the Contract - also by making only errors or inaccuracies - the Contractor shall remedy the deficiencies at its own expense; no contractual deadline will be postponed while the Contractor remedies its deficiencies.

9.1.6. Unless otherwise agreed, ENEL personnel and/or third parties designated for that purpose at ENEL discretion, shall be given access to the Contractor’s workshops or warehouses and/or those of any Subcontractor, in order to verify the manufacturing, and testing phases and be informed about the processing cycles, as well as to verify the performance of the works or services, and the materials used by the Contractor. It is agreed that any such access, as well as any observations thereof, shall not in any way constitute an interference and/or a limitation of the autonomy of the Contractor in the performance of contractual activities.

9.1.7. ENEL reserves the right to request to the Contractor, at any time, the anticipation of all or part of the performance object of the Contract and the right to evaluate a possible recognition of an economic bonus. ENEL may request the anticipation with a specific written request and the Contractor will communicate, always in writing his agreement, expressly accepting the new deadline requested by ENEL. It is understood that the Enel request to anticipate does not produce an authomatic recognition of the economic bonus, even tough specifically accepted by Contractor. The recognition of the economic bonus, to the extent indicated in the contract, remain subject to the specific acceptance of Enel and subject to the aforementioned anticipation is carried out by the Contractor in full compliance with all its legal and contractual obligations, especially in the field of work, health and safety. No bonus can be recognized if penalties have been applied to the Contractor during the execution of the contract.

9.2. Inspection, tests and/or verification (testing).

9.2.1. If the Contract provides for the implementation of inspections, testing and/or checks they shall be performed as follows. Without prejudice to ENEL’s right to inspections the Contractor is obliged to carry out, at its own cost, all tests and inspections agreed upon that need to be carried out in accordance with the applicable standards and administrative regulations, or those generally applied. The Contractor shall communicate in writing to ENEL the date on which these activities will be carried out with a minimum ten (10) days in advance notice. Similarly, the Contractor shall communicate the results of the tests or checks carried out and recorded in the relevant certificates or protocols to ENEL, even if they were carried out in the presence of ENEL inspectors or representatives.

9.2.2. The Contractor may not begin any manufacturing, construction or assembly phases, or ship materials, before the inspections and the testing have been successfully completed, where preventive inspections and testing are required, nor before having obtained a written authorisation from ENEL, after the completion of the testing, or prior to the elapse of a ten (1O) day period from the notification of inspection and testing by the Contractor without ENEL having issued any order to the contrary.

9.2.3. ENEL may carry out tests or inspections in addition to those provided for in the Contract, if it deems it to be necessary. If these tests are successful, any additional costs shall be borne by ENEL; if they are unsuccessful, the additional costs shall be borne by the Contractor.

9.2.4. The successful outcome of any inspections, tests or checks, neither imply that the scope of the Contract has been fully implemented with and approved by ENEL, nor it exonerate the Contractor from any liability.

9.2.5. Failure by ENEL to make any complaint about the performance of the contractual services, even after the inspections and tests above, shall not constitute any limitation to the Contractor’s liability if it ultimately fails to fulfil its contractual obligations, even if such a failure is ascertained at a later date.

9.2.6. If the results of inspections or testing or checks that are carried out show any breaches of the provisions of the Contract, ENEL shall require the replacement or restoration of the equipment or works, at the Contractor’s expense and at no cost for ENEL If ENEL requires the replacement of certain materials they will have to be clearly identified and the Contractor shall not be able to use them in the following performance of the contractual activities.

9.2.7. The duration and methods for carrying out inspections, testing and checks shall in no case be invoked by the Contractor as a reason or justification for deferring the delivery date provided in the Contract.

9.3. Conditions for delivery and receipt.

9.3.1. Introduction.

9.3.1.1. Deliveries, including partial deliveries, must be made on the dates or by the deadlines specified in the Contract.

9.3.1.2. If a strict deadline is not indicated in the Contract and only a term for completion, or delivery is established, such a term shall run from the date the Contractor begins the performance of the contractual activities or from the date the Contract was executed.

9.3.1.3. The advance of the completion date or the reduction of the contractual term are admitted only upon explicit consent by ENEL. In such a case, the aforementioned authorisation shall not determine an earlier payment from ENEL of all or part of the given consideration.

9.3.1.4. The completion date or the term for completion may not be postponed nor extended, unless for reasons imputable to ENEL or a consequence of force majeure.

9.3.1.5. The Contractor is obliged, at its own expense, to implement any mean to make up for, as much as possible, for any delay on the contractual deadlines and terms, even when the delay is justified.

9.3.2. Materials and/or equipment.

9.3.2.1. If provided in the Contract, the Contractor shall send ENEL, fairly in advance, a specific communication prior to perfect delivery of the materials/equipment. Similarly, the Contractor agrees to immediately notify ENEL of any circumstances which alter the agreed delivery deadlines.

9.3.2.2. Unless otherwise provided for in the Contract, terms such as ownership, insurance, etc., shall be interpreted in accordance with lncoterms.

9.3.2.3. The delivery of materials and equipment shall be carried out to the location specified in the Contract.

9.3.2.4. All equipment and materials shall be property identified, accompanied by proper information and labelled for their correct and easy acceptance at destination and by a receipt that shall include the information specified in the Contract.

9.3.2.5. Transport to destination and unloading shall take place under the responsibility of the Contractor, also in accordance with clause “INSURANCE”. If the type of material requires it the Contractor shall obtain from the competent authorities transit permits, licenses, authorisations or police protection in order to transport the materials and it shall bear all costs related to any work this may entail, such as: transit deviations, bridge buttresses, signs, etc.

9.3.2.6. The Contractor shall insure the transportation of goods with a good standing insurance company.

9.3.2.7. The signing of receipts, shipping documents or evidence of transmission shall not affect the acceptance of the quantities or quality specified for the materials received.

9.3.2.B. ENEL, while considering that the delivery deadlines have been met reserves the right to delay any shipment of materials or equipment. In such a case, the Contractor shall be responsible for all costs of storage and insurance for the period defined in the Contract. Should the delay in shipment be prolonged, the Parties shall, by mutual agreement, establish the amount of compensation for the additional costs of storage and insurance.

9.3.2.9. Once ENEL receives the material or equipment, a Provisional Receipt Document shall be prepared which indicates the positive outcomes of testing or inspections and final acknowledgement, or highlights the rectification or correction methods applied to remedy the defects identified. If no final tests and/or checks are required, delivery of the materials and equipment by the Contractor is formalised by the approval of its receipt by ENEL

9.3.2.10. The Contractor may not - under any circumstances and, therefore, even in the event of disputes - suspend or slow down the performance of contractual activities.

9.3.2.11 If the above mentionated obligations are breached, ENEL reserves the right to terminate the Contract, without prejudice to its full right to compensation for any damages it has suffered.

9.3.3. Similar Works and/or Services.

9.3.3.1. The Contractor shall inform ENEL, fairly in advance, of the final date of completion of the works, so that the date and time of the works to be completed can be established. ENEL shall reply as soon as possible, and not later than 30 days from being notified. On the date agreed by the Parties for the formalisation of the works completion Provisional Receipt Document, the status of the works or service shall be examined, in the presence of the Contractor’s representative to determine whether they comply with the Contract’s requirements.

9.3.3.2. This Provisional Receipt is completed when specific tests have been satisfactorily carried out and the good condition of the works or services required by the Contract have been proven.This document must be signed by both Parties.

9.3.3.3. If the examination of the works or service does not show a satisfactory result or the testing displays negative results, ENEL, as an alternative to Contract termination, may draw up a document (e.g. a report) in which it shall point out the defects and the term for the Contractor to correct them. Once this the term has elapsed, additional checks shall be carried out, and if successful, a document certifying the completion of the works shall be drawn up (e.g. a report). In case of negative outcome of the checks, a new document shall be produced (e.g. a report) with an indication of the defects identified, and ENEL may choose to terminate the Contract or to grant the Contractor new deadline to correct the defects.

9.3.3.4. The aforesaid deadlines granted to the Contractor to remedy the defects identified shall not be considered an extension to the terms of the Contract and therefore, the Contractor shall be held liable for penalties and/or compensation for damages.

9.3.3.5. If the Contractor considers it necessary to express its disagreement on certain technical or financial aspects, it must ensure they are included in the document (e.g. a report) drawn up by ENEL, specifying the reasons for these disagreements. Any disagreements shall be settled in the manner specified in the Contract.

9.3.3.6. After the warranty period expires, the Contractor shall notify ENEL of said expiration and request the final acceptance. Following this request, ENEL shall inform the Contractor of the final acceptance date. final acceptance must take place within the period referred to in the Contract.

9.3.3.7. On the date agreed by the Parties for the final acceptance, the status of the works or service shall be verified in the Contractor’s presence, and the fulfilment of the required conditions shall be verified by carrying out the necessary tests.

9.3.3.8. ENEL shall show its approval by drafting the specific Final Receipt Document (e.g. final acceptance report), to be signed by both Parties, and which shall certify the full performanceby the Contractor of its obligations. The above-mentioned document produced by ENEL shall be valid in any case, as if it was also signed by the Contractor. even when the latter, despite having been informed is not present.

9.3.3.9. If the Contractor considers it necessary to express its disagreement on certain technical or economic issues these must be included in the document drawn up by ENEL, including the reasons for such disagreement.

9.4. Changes to contractual terms.

The activities covered by the Contract shall be carried out in accordance with the terms specified in the Contract. Any postponement of the contractual terms must be agreed in writing by ENEL and the Contractor.

9.5. Transfer of ownership and risk.

9.5.1. Materials and/or Equipment.

9.5.1.1 Unless otherwise provided in the Contract the materials, properly packed in accordance with the Contract, shall be deemed to all intents and purposes to be the property of ENEL upon receipt at the location and under the agreed conditions and/or at ENEL warehouses, offices and/or plants. It is agreed that, unless otherwise provided the unloading shall be carried out under the Contractor’s responsibility and at its expense.

9.5.1.1 Notwithstanding !hie above the Contractor authorises ENEL to take possession of the materials and equipment, in whole or in part, as soon as they become part of works or are in placed an installation owned by ENEL, and to use the min a ENEL’S works or installations , unless such authorisation is limited by ENEL for justified reasons. Where such authorisation is given, ENEL may use or include the materials and equipment in its development processes and may make use of the results of these processes. In any case the Contractor, up to the time the risk is transferred to ENEL, must have an insurance in place with adequate coverage for the materials and equipment, even if they are already in the possession of and used by ENEL

9.5.2. Works.

9.5.2.1. The outcome of the contractual works shall be owned by ENEL upon execution of the Provisional Receipt Document.

9.5.2.2. Without prejudice to the rights of the State or third parties, ENEL reserves the possession and ownership of all discoveries made during excavations and demolitions that take place on its own land, as well as of all usable mineral substances . In such a case, the Contractor shall take all necessary precautions or the precautions that shall be indicated by ENEL. ENEL shall pay the Contractor for any additional activities and/or additional costs that may arise and, if necessary, grant an extension of the period of performance.

9.5.2.3. Without prejudice to the provisions of the preceding sub-clauses, ENEL reserves the right, at any time, to require the Contractor, who shall be obliged to comply, unless there is a justified reason not to, to transfer ownership of the works, installations, materials and equipment existing on the site. In this case, the Contractor may continue to carry out the works and shall continue to be liable for installation risks until the Final Receipt Document is completed.

9.5.2.4. In any case, until the transfer of ownership to ENEL is perfected, the Contractor must be insured, with adequate coverage, even if the materials. as well as any other results of the works the Contract concerns, are already owned and used by ENEL.

9.5.3 Quality.

In the Contract performance, the Contractor guarantees that the quality of goods, services and works object of the contract, fully satisfy the purpose pursued by the Parties upon the signing of the Contract itself. The Contractor guarantees in the contract performance the compliance with the quality requirements indicated in the technical documents part of the Contract itself and he is responsible for maintaining commercially acceptable quality control standards in the production of a product or in the performance of the service or work, including production standards required by any local government entity and good manufacturing practices.

10. ASSIGNMENT OF THE CONTRACT AND SUBCONTRACTING.

10.1. The Contractor must perform the contractual activities on its own. The assignment to Contract to a third party is allowed only upon ENEL explicit authorization and, in compliance with any applicable law.Provided above, all contractual activities can be subcontracted to the extent allowed by the relevant Country legislation.

10.2. With regard to works, services and supplies, the Contractor can subcontract up to the percentage of 30% of the total amount of the ContracUagreement, except other limit directly indicated in the contracUAgreement.

10.3. A self-employed worker is deemed as a Subcontractor.

10.4. Taking into account national legislation, the subcontracting is regulated as follows:

while bidding for the Contract, the competitors have indicate, also in case of variations, the works/part of works or the services or supplies/part of services or supplies that are object of the subcontracting;

he subcontracting agreement is filed with to ENEL before the effective start of;

upon filing of subcontracting agreement to ENEL, the main Contractor has to transmit to ENEL the certification proving that the Subcontractor meets all the requirements for the perfection of the subcontracted activities along with a declaration that states the compliance with general requirements stipulated by the national legislation;

only one round of subcontracting is permitted; therefore subcontracted activities may not be executed or performed using any further level of subcontracting, unless required by local laws in a specific Country.

10.5. The Contractor pays the safety costs’ related to the activities entrusted in subcontracting 2, to the Subcontractor without any reduction. ENEL checks the effective application of these provisions by means of a reference contact appointed for Contractor management and supervision.

10.6. The Contractor must act in compliance with the rules and with regulations on salaries that are established in the “collective work contracts” in force in the specific Country; if applicable in compliance with local regulations, the Contractor is jointly liable with the Subcontractors for the compliance with those rules and regulation and -as indicative and not exhaustive- with all its safety, salary, contributions and insurance obligations provided to the employees involved in the performance of the subcontracted activities.

1o.7. In any case, the Contractor remains completely and exclusively liable towards ENEL for the due performace of the Contract. Any recourse to of Subcontractors neither exclude nor limit the obligations undertaken by the Contractor, who shall remain liable regarding ENEL for the performance of the Contract, as well as for the payment of compensation for damages to third parties.

11. ASSIGNMENT OF RIGHTS AND RECEIVABLES.

Unless otherwise agreed in the Contract, the Contractor shall not assign or transfer to third parties, in whole or in part, the rights or claims credit arising out of the Contract, nor can he carry out any other activities which result in any change, for any reason, to all or part of the above-mentioned rights.

12. THE CONTRACTOR’S OBLIGATIONS.

12.1. The Contractor is fully responsible for everything that is necessary to execute the contractual services, and in any case for everything that is indicated as its responsibility in the Contract, and in particular, for the following:

¹ Cost for the measures adopted to eliminate, or if not possible, lo reduce health and safety risks caused by several works activities which interferewilh each other.

² Where stipulated by the national legislation.

12.2. In case of foreign Contractors, and before the start of the works, the Contractor must ensure that “key people” (such as foreman, supervisor, site manager etc) are able to understand and communicate in the official language of the relevant Country or in that established in the Contract (both in writing and orally).

13. THE CONTRACTOR’S RESPONSIBILITIES.

13.1 The Contractor, under its sole responsibility, shall comply with the applicable law and regulations required by the relevant authorities in relation to the Contract.

13.2 The Contractor shall be liable for the proper fulfilment of its legal and fiscal obligations, as well as for its contractual responsibilities towards its contractors and Subcontractors.

13.3 If the Contractor is represented by of a group of two or more entities, each of them is jointly and severally obliged to comply with all provisions of the Contract and for the performance of the Contract in accordance with applicable legislation.

13.4 The Contractor is obliged to prevent any situation that could give rise to conflicts of interest and therefore must take all necessary measures for their prevention and identification, and it has to immediately inform ENEL of any conduct that may give rise to a conflict of interest.

13.5 The Contractor agrees to indemnify and hold ENEL harmless from any liability and prejudice arising out any claim or legal proceedings of any kind which are directly related to the Contract, both judicial and extrajudicial, arising from acts or omissions by the Contractor or its employees, representatives or Subcontractors.

13.6 The aforementioned indemnity includes any amount that ENEL would possibly have to pay both for expenses and costs of any kind as a result of claims or judicial summons; in any case, without prejudice to its right to defend itself. Failure by the Contractor to comply with this clause is considered a serious breach and shall entitle ENEL to terminate the Contract for breach of the Contractor.

14. THE CONTRACTOR’S WARRANTIES.

14.1. The Contractor shall warrant: