ANNEXURE –I

RELEVANT INPUT CONTRACT CLAUSES (DRAFT PROVISIONS)

In the present factual scenario, the following provisions typically forming part of an input-
supply contract assume relevance, and they may be drafted as such:-

1. Term

1.1 The term of this agreement shall commence on the date hereof and shall remain in force for a
period of twenty (20) years.

2. Quantities and Commencement of Delivery

2.1 Municipal Corporation of Frozen (MCF) shall deliver 1000 tonnes per day (TDP) of Municipal
Solid Waste (MSW) at the Project Site to the developer on a ‘tipping fee’ basis. Such deliveries shall
begin on the date specified by the Project Company in a notice to MCF, which date shall be no earlier
than the date seven (7) days after receipt of such notice by MCF.

2.2 In case MCF fails to supply the desired quantity, Frozen Bioenergy Systems Pvt. Ltd. (FBSPL)
will arrange for the deficient quantity at its cost. The expenses incurred by FBSPL on the collection,
transportation, loading and unloading in such event will be billed to MCF, subject to the condition that
such expenses will be calculated at actual or at the rate of MCF’s then prevailing average cost of
collection, transportation and handling, whichever is higher.

3. Quality and Rejection

3.1 The responsibility for the quality control of the waste supplied remains with the supplier. MCF
shall supply all types (except bio-medical waste) of waste including vegetable market waste with
organic matter to FBSPL on priority. The plant operator reserves the right to reject any load or part
load that fails to meet the agreed criteria. The supplier must inform the plant operator of any
significant change in the quality of the input material, affecting the fitness for purpose, before
delivery.

Force Majeure

4.1 If the performance of all or any portion of the delivery obligations of the Supplier hereunder, or
of the Project Company to accept deliveries hereunder, is suspended, delayed, or interrupted by an act
of God, war, fire, earthquake, windstorm, flood, and other natural catastrophe, civil disturbance or
disobedience, labour disputes, vandalism, sabotage, terrorism, restraint by order of a court or
administrative agency with jurisdiction, such Party’s obligations shall remain suspended hereunder
during the event. The Party whose performance is affected by force majeure shall, as soon as
practicable, but in any event no later than 14 days thereafter, give written notice of the event of force
majeure to the other Party. Any controversy concerning whether the delay or suspension was
unreasonable or any other question of fact arising under this paragraph will be determined pursuant to
arbitration. The Parties shall use their best efforts and cooperate with each other to mitigate the effects
of force majeure. Notwithstanding the foregoing, no party will be permitted to have its obligations
suspended hereunder for a period in excess of 6 months.

Default

5.1 If either Party to this Agreement fails to observe or perform any material covenant, condition,
agreement or undertaking hereunder on its part to be observed or performed, or defaults in respect of
any of its obligations under any of the clauses of this Agreement, the non-defaulting Party may notify
the defaulting Party in writing, setting out in what respects the non-defaulting Party deems the
defaulting Party to be in default. If within thirty (30) days or such other period as agreed to by the
Parties in writing after receipt of notice, the defaulting Party has corrected the default alleged by the
non-defaulting Party, the defaulting Party shall no longer be in default. If the defaulting Party fails to
correct all or any of the alleged defaults within the allowable time, the non-defaulting Party, after
having exhausted the required mediation procedures shall have the option to declare the defaulting
Party in breach of this Agreement or seek specific performance in accordance with Clause 6.2.

Remedies on Default

6.1 Termination: Upon the occurrence of default, the non-defaulting Party shall notify the defaulting
Party in writing of the nature of the default and of the non-defaulting Party’s intention to terminate
this Contract for default (a “Notice of default”). If the defaulting Party does not cure such default
immediately, in a default relating to payment of money due, or commerce and diligently pursue cure
of such default, in the case of any other default, within thirty (30) days from receipt of such
notification (or sooner reasonable period if safety to persons is involved), or if the defaulting Party
fails to provide reasonable evidence that such default does not in fact exist, or will be corrected, then
the non-defaulting Party may, upon five (5) days written notice, in the case of a default in the payment
of money, or seven (7) days written notice, in the case of any other default, to the defaulting Party,
terminate the Agreement (a “Notice of Termination”).

6.2 Specific Performance: In addition to other remedies upon default, the non-defaulting Party may
obtain specific performance of this Agreement, including a temporary restraining order and
preliminary injunction to prevent a default of this Agreement or to compel performance by the
defaulting party.