Confidentiality and Disclaimer Agreement

hereinafter „Agreement“

between

hereinafter „Recipient“

and

hereinafter „Discloser“

Preamble

The Discloser has informed the Recipient in connection with the evaluation and the
possible acquisition by the Receiving Party of the so called
_____________________________” consisting of three wind parks with estimated
nominal outputs of ______________________ (hereinafter “Transaction”).

Since the Recipient is interested in further information on the Transaction and the
Discloser is willing, in accordance with the terms and conditions of this Agreement, to
disclose to the Recipient certain confidential information, which is proprietary relating to
the Transaction, the Parties herewith enter into the following Agreement:

§ 1 Confidentiality obligation

(1) Object of the confidentiality obligation shall be all information, documents, papers,
notes or other documents (also in oral, electronic or other form) or objects regarding
the Transaction, which in connection with or in the course of the Transaction or
otherwise are or were disclosed to the Recipient by Discloser and/or its staff as well as
all facts or the content of all contract preparing actions (hereinafter “Disclosed
Information”).

(2) As Disclosed Information shall explicitly also be deemed any documents and
information, which are provided to the Recipient in a Data room or on CD; the same
shall apply for names and addresses of the involved Companies and Sellers.

(3) The Recipient shall keep all Disclosed Information timely unlimited confidential and not
disclose them to third parties. The same shall apply, even if the Disclosed Information
are not marked with a confidentiality qualifier.

(4) The Disclosed Information shall only be disclosed to such staff and/or advisors and/or
third parties, which need to know them in preparation of the decision on the

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 Transaction. The Recipient shall take care that the circle of these persons is kept
minimized and shall execute respective declarations on the confidentiality obligation
with the staff, advisors and/or third parties, by which the Disclosed Information are
achieved, unless such person is bound to professional discretion.

(5) The confidentiality obligation shall not apply for Disclosed Information, which provable
(i) are already known by the Recipient or (ii) already publicly known or (iii) became
publicly known without the Recipient’s fault.

(6) In case of a legal obligation for disclosure or a court decision respectively other
obligation, which requires the disclosure of the Disclosed Information, the Discloser
shall promptly be informed prior to the disclosure in order to take according measures
for the protection of largest confidentiality of the Disclosed Information or for the timely
publication.

§ 2 Restrictions on use

(1) The Recipient shall use the Disclosed Information for evaluation of the possible
Transaction only.

(2) The Disclosed Information and the therefrom drawn knowledge shall not be used
without the Disclosers’ prior written approval – except for the closing of the eventually
intended agreement between the Recipient and the Discloser – for own or third party
purposes or thereon filed any Intellectual Property.

(3) An analysis or preparation of the Disclosed Information shall only be allowed for talks
and negotiations regarding the possible Transaction. It is therefore prohibited, to draw
any unrelated information or other commercial advantages from the Disclosed
Information.

(4) § 1 Section 4 shall apply accordingly.

§ 3 Treatment of information

All Disclosed Information shall promptly be returned by the Recipient on request of the
Discloser to the latter respectively the copies destroyed or data cancelled. The Recipient
shall confirm in writing that the return obligation has been completely fulfilled.

The provisions of this clause shall not apply to copies the Confidential Information which
must be stored by the Recipient or its advisers according to provisions of mandatory law,
provided that such Confidential Information or copies shall be subject to an indefinite
confidentiality obligation according to the terms and conditions set forth herein.

§ 4 Disclaimer

1) The Disclosed Information refers to a possible Transaction, which still will be

contractually formed. The only representations or warranties to be made in connection
with the Transaction shall be those made in a definitive Purchase and Assignment
 Agreement (“Purchase Agreement”).

2) The Disclosed Information shall neither represent an offer nor a prospectus of an offer,
nor raise any obligation to sign a Purchase Agreement. In fact the Recipient and the
Discloser shall each have the right to refrain from any probable further negotiations
without indication of reasons.

3) The Recipient shall execute and evaluate the Disclosed Information at its own risk.
The Discloser shall not be liable for any of the Recipient’s costs, which it raises as
result of the Disclosed Information or discussions/negotiations.

§ 5 Legal consequences

1) The Recipient shall be liable for the default of its staff and advisors as well as for any
other person, to which it has disclosed any Disclosed Information, to the same extent
as for its own default.

§ 6 Jurisdiction and applicable Law

1) This Agreement shall – as far as admissible – be governed and construed in

accordance with the substantive laws of the Federal Republic of Germany.

2) Any dispute arising from and/or in connection with this Agreement shall be resolved by
arbitration under and in accordance with the Commercial Rules of Arbitration (“ICC
Rules”) of the International Chamber of Commerce in Paris by the International Court
of Arbitration and shall be administered by the ICC. The arbitration shall be conducted
by three arbitrators appointed in accordance with ICC Rules. Each of the Parties
waives service of process under any foreign law rules and accepts service of process
by registered mail as being fully sufficient. The sole place of arbitration shall be
Düsseldorf or Zurich. The arbitration shall be conducted in English and all arbitrators
must be fluent in English. The arbitral award shall be final and binding upon the Parties
and their successors and assigns without further appeal, recourse or review and such
award shall be enforced by any court of competent jurisdiction.

§ 7 Miscellaneous

1) Any additional agreements are not concluded. No amendments, changes or

modifications to this Agreement – including this § 7 – shall be valid except if the
same are in writing and signed by a duly authorized representative of each of the
Parties hereto.

2) If a provision of this Agreement should be or become invalid or the Agreement

contain a gap, the validity of the other provisions of this Agreement shall not be
affected thereby. The invalid provisions shall be deemed to be replaced by a
legally valid arrangement which economically corresponds as closely as
possible to the intentions of the Parties. The same applies in case of a gap.

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 In witness whereof this Agreement has been signed by each of the parties on the 26 th

April 2010

__________________________ ____________________________
Represented by Represented by

Name: Name: