10 MW SOLAR POWER PLANT PROJECT SUMMARY

Based on Gujarat Govt. Renewable Energy Initiative Investment Opportunity in the Indian Solar Sector 10MW PHOTOVOLTAIC PROJECT ($40,000,000) Project Finance Raise

In Gujarat (INDIA)

ASA BHANU

Prepared by Asa Bhanu Technical Services Ltd Hyderabad

Table of Contents
OFFER LETTER.................................................................................................................................................................3 About Asa Bhanu ................................................................................................................................................................4 EXECUTIVE SUMMARY .................................................................................................................................................5 About PPA Holder Inc ....................................................................................................................................................7 PPA Holder Project Management Process ....................................................................................................................8 Management Team & Sponsors........................................................................................................................................13 Location- Gujarat ............................................................................................................................................................. 14 Financial Model ................................................................................................................................................................ 16 Financial Summary of Project Highlights .........................................................................................................................17 Project Cost Breakdown (Detail) ................................................................................................................................17

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Project Cash flow Statement ......................................................................................................................................17 Project Finance Structure ...........................................................................................................................................17 Project Status Review ....................................................................................................................................................... 17 Engineering, Procurement & Construction (EPC).................................................................................................................20 Gujarat Site Map-Kutch ...................................................................................................................................................... Technical Layout-1MW ........................................................................................................................................................24 Technology Used and Module ...................................................................................................................................25 Important Qualification & Notice ....................................................................................................................................... Appendices ..........................................................................................................................................................................28 GEDA/EPD Solar Power Allotment Letter....................................................................................................................... Share Holder/GEDA Process Letter .........................................................................................................................29 Share Holder CA Certificate ....................................................................................................................................30 Land Purchase Offer .......................................................................................................................................................

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February 1, 2010

10MW SOLAR POWER PROJECT AT Bachau, Shivlakha, GUJARAT

Dear Interested Investor,

It is with great pride that we offer you this investment opportunity. It is a project our group has been working on for the last two years, hand in hand with various state and central parts of the Indian government to receive our allotments to build utility scale grid connected Solar Power Plants. We do believe we have a very important moment of time in our hands, in which we can make a tremendous difference for the country as well as the next generations to come in investing in the best infrastructure for our nation, India. We have worked hard to bring to life a project that delivers excellent returns for the investors of over 15% in project IRR and a net cash return of $58,000,000 (USD) over the project lifecycle backed by the State of Gujarat PPA and as well helping balance our environment at the same time. We are a close and privately held friends and family business group with interests in various sectors of the Indian economy. We have invested thus far our monies behind this venture, as well as combined the strengths of our joint venture partners, who number amongst the most respected business houses in India to bring this opportunity to light. We also thank in advance the State Government of Gujarat for their visionary approach in bringing the first solar policy in the country into being, giving the rest of the nation the paved road on which to begin the investments into the Solar sector. We thank you in advance for your interest in reviewing our project information memorandum.

My Best Regards

Vice Chairman and Managing Director PPA HOLDER Pvt Limited

About ASA BHANU TECHNICAL SERVICES LIMITED, HUDERABAD, INDIA 3|Page Confidential-No Distribution without NDA & Notice

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ASA BHANU TECHNICAL SERVICES LIMITED (ABTS) is a provider of Technology intensive Solutions and Services. ABTS develop and deliver Engineering Services, Project Management Services and Software Solutions to Indian and International clients. ABTS works relentlessly to earn total trust of our customers through our continuous strive for quality. ABTS strives to provide innovative, valuable, and correct solutions in all aspects of the customer needs. Our company focuses on Customer delight through our continuous quest for value added services. Our strength and capabilities lie in our vast experience and knowledge pool. ABTS have supported our customers with project reports and solutions to execute challenging projects in the field of Railways, Substations, Power Plants, IT solutions and IT enabled solutions continuously. ABTS employees and management committed themselves to be customer focused and to make quality a way of life. At Asa Bhanu, we strive to earn our customers total trust and delight. Dependability is the corner stone of our customer relationship management. ABTS align all our internal processes to ensure dependable deliverables including timeliness, quality and costs. ABTS deliver total solution, which includes:

Consulting including Direct, Indirect taxation including expatriates support Project Reports Planning Testing & Commissioning Procurement Operation & Maintenance Technology Design works Erection Quality Control Engineering of Software

We measure our business success with the trust we earn and accumulate with our customers. Frequent repeat orders from same customer bear testimony to this. ABTS is involved in preparing Project Reports, Feasibility Reports and for the clients in India and abroad in the Power & Engineering fields. This has helped the clients in taking decision to setting the projects in India ABTS has also vast experience in Project Coordination services for Andhra Pradesh Power Generation Corporation ltd (APGENCO) Srisailam Left Bank Power Station Project and Nagarjuna Sagar Hydro Electric Station Project for Mitsubishi Electric Corporation (MELCO). ABTS has also doing Project Management Services for MELCO for Delhi Metro Rail Corporation (DMRC) project. ABTS successfully completed Phase-I of the Project and DMRC after seeing our services awarded with Phase-III of the project to MELCO.

The Board of Directors of ABTS comes with extensive experience gained by working with Top-Notch MNCs across the globe. 4|Page Confidential-No Distribution without NDA & Notice

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Managing Director Mr. B. Rama Bhadra : An Electrical Engineer with 35 years of professional experience, worked in japan at Mitsubishi Electric Corporation for 18 years in various capacities in various international projects. Worked with Japanese in several projects for the past 28 years. Participated in projects worth USD 1 billion in countries like China, Hong Kong, Indonesia & Iraq. He has been actively involved in the activities ranging from - Engineering & project consultancy services (Presently engaged in providing services to Srisailam Left Bank Hydro Power Project and Delhi Metro Rail Corporation (DMRC)), Sales Support to Japanese companies, Procurement services to Japanese companies, Export development service to India companies & tie-ups between Japanese and Indian companies. Director Finance Mr. K. Nagaraj: Chartered Accountant with over 24 years experience. He is one of the Promoter Director of Asa Bhanu Group. He had earlier worked with (i) BPL Engineering Ltd., as Manager (Finance & Accounts), Compressor Division and (ii) Sagar Cements Ltd., as Chief Manager (Finance & Accounts). He has professional experience in Finance/Commercial functions, Project Management and MIS. Director Marketing Mr. V.B. Rama Rao: Chemical Engineer with over 40 years experience. He had earlier worked as Vice President - PE PIPE BUSINESS in Reliance Industries Limited, Mumbai, India. His experienced involved project execution and new project implementation.

With decades of Experience in various domains like Engineering, Project Management, Marketing, Software and Finance in their kitty, ABTS boasts of being able to provide end to end solutions to the clients and executing projects with highest quality standards

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PPA Holder has signed a Power Purchase Agreement (PPA) with Gujarat Urja Vikas Nigam Limited (GUVNL) on 03.05.2010 for the purchase of 10MW Solar PV Power. PPA Holder (ZS) has contracted with Bangkok Solar Power (BSP), Thailand for the supply of the state-of-the-art PV modules and the execution of the Project on a Turnkey basis. The credentials of BSP have been thoroughly validated by visiting the plants constructed by them in Thailand and elsewhere with the PV module that BSP proposed in this project. The interface between BSP and GUVNL and other government agencies to ensure the completion of the Project shall be handled by ZS in association with a reputed Project Management firm, in India (to be appointed). ZS has since shortlisted the land about 146 Acres in village Shivlakha, Kutch Dt, Gujarat for the location of the plant. This land has been approved by the technical consultant BSP as suitable for the power plant. Accordingly, Gujarat Energy Transmission Corporation Limited (GETCO), has in their letter dated 4th Nov 2010, has given their opinion for the establishment of 66KV substation for the evacuation. This is again reaffirmed by GETCO vide their letter dated 03-12-2010, approving the above land at Village Shivlakha, near Bhachau, dt: Kutch. Financial calculation based on the PPA signed show an IRR of 15%. This is without the additional income from the sale of carbon credits. Equity of USD 12 million is already raised. Prudent Debt financing shall ensure that the interest rates are favorable to the Project.

About PPA HOLDER PVT LIMITED INDIA 6|Page Confidential-No Distribution without NDA & Notice

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PPA HOLDER is a Pvt limited company that is owned 50/50 by two main promoting families. The promoters also own a holding company funding over $80 million dollars of Solar projects in the US, EU and in India. PPA Holder Indian partner is systems integrator XYZ Pvt Limited that has a turnover of 500 crore rupees and counts some of Indias leading business and government houses as its clients in turnkey Telecom and infrastructure projects.

1. About PPA HOLDER Pvt Ltd PPA Holder is an Independent Power Producer established in 2008 in Chhatisgarh, India, focused on the development and operation of solar power plants in India through its wholly owned subsidiaries. Today PPA Holder Pvt limited owns a 10MW PPA under PPA Holder Gujarat Private Limited, a 20MW PPA which it acquired from Solar Semiconductor under PPA Holder East and a SPV for manufacturing which it is building with Bangkok Cable, a Thai Firm that has built the largest manufacturing facility in Southeast Asia as well as the largest Thin Film based solar farm in the region til date, (10MW). The PPA Holder team combines over 100 years of experience in project management and business development, and has a strong track record. PPA Holder team has successful track record in realizing the potential of complex infrastructural projects that required harnessing evolving technologies, publicprivate sector alliances, innovative supply-chain management, and compelling financial engineering. PPA Holder is well connected in Indias solar industry and government circles PPA Holder has a compelling pipeline of projects in India, with plans to buildout to 1,000+ MW of installed capacity by the end of 2020 and envisions to be one of the leading producers of solar power based energy in the country. 2. Key Activities of The Group 1. Development of Projects: The development division is an important international player in developing renewable energy projects including Photovoltaic energy (PV systems), and concentrated solar power (CSP). PPA HOLDER has crafted in the last years a very strong competence around sustainable approaches for renewable energies implementation. The Development division manages the recent technological development and follows up very closely the world market developments. Our development team benefits from an extended international network built around developing partners, EPC contractors, manufacturers, solution partners, banks and investors. This allows us to be a reliable and professional player in renewable energy, which is always looking for the best fit in terms of technological solution, investment structuring, country involvement with local partners, and the possibilities offered by the local market. 2. Span activities across: Our own Development Site screening; lease agreements; project management; plant engineering; relationship management in the due diligence process; development of new PV opportunities. 3. Ownership and Operation of its projects: The Company, post-development, then finances, constructs and owns and operates the power plants. 3. PPA HOLDERs Track Record

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PPA HOLDER is currently building over 30MW of solar power plants in Italy, with renowned European EPC contractors with its own equity as well as project financing from tier-one banks such as UNICREDITO, WESTLB and Barclays. Further, PPA HOLDERs management and technical teams have over 40 years of Solar power plant design and operational experience, bringing to India a highly experience team that can execute and bring the projects to market using the best-in-class partners. 4. PPA HOLDERs Project Management Process

PPA HOLDER identifies regions where green-field opportunities, coupled with generous government FIT (Feed in Tariff) along with the cost and value management from PPA HOLDERs side, give the project the maximum yield in performance and IRR (internal rate of return) possible.

5. Experience of PPA HOLDERs EPC and Equity partner in the 10MW Solar Farm, Bangkok Solar

Project References
Bangkok Solar Co., Ltd. has provided our customers with quality products, reliable systems and professional projects since our starting business operation in May 2003. We

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continue developing high technology and agile business to give our customer highest satisfaction. Up to the present, Bangkok Solar becomes the international company. We have customers both export and domestic markets. For export market, we have sold huge volume of our proud BS 40 Model with 40Wp modules to Europe. MaaB Regenerative Energien GmbH, German Company, is our potential customer. We have delivered our products to them since November 2005 and been authorized to be their supplier. In Greece, we have installed the PV Grid-connected System with 5kW capacity for Sunstar Hellas Technology International Company since the middle of March 2007. In 2007, BSC got the certificate for IEC 61646 from TV Rheinland Germany. This big step could strongly drive our marketing potential to penetrate European market. Since then, BSC could export many MWp(s) volume to Germany, Spain, Italy and Czech Republic. One of our customers in Czech Republic, ENERGY21, has finished installation for PV Solar Park 3.6MWp with BSCs PV Modules and connected to the grid since April 2009. The project site is located in Protivn (South Bohemia), Czech Republic with surface area around 27ha.

Source: http://www.energy21.cz

In Thailand, since 2004, we were one of the lead solar module manufacturers using a-Si Solar Cells Technology. We sold enormous volume of Solar Home Systems (SHSs 120Wp System) as a turnkey project to the Provincial Electricity Authority (PEA). With SHSs project phase I, we provided 26,178 systems to the residents of North-East Thailand and 15,869 systems for phase II to the same region. So the total capacity for this project was more than 5 MWp with 2 years installation.
120Wp SHSs Project in Thailand

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For many education institutes in Thailand, Bangkok Solar has done some donations to support them as our social policy. We had installed PV Grid-connected System 2.4kWp for Rayong Nursery in Rayong Province since August 2006, PV Grid-connected System 2.8kWp for Naresuan University in Pitsanulok Province since February 2007 and the same system configuration with capacity 1.5kW for Engineering Faculty of Chulalongkorn University, Rank #1 University of Thailand, since February 2009.
PV Grid-connected System 2.8kWp for Naresuan University

For the pv projects by the Ministry of Energy, Thailand, BSC has installed more than 80 stand alones pv systems of 1.5kWp, 2.0kWp, 3.0kWp, 5.0kWp and Solar Pumps (>200kWp) since 2007 to the resident in rural area especially for northern part of Thailand that can not easily access to the national grid or distribution line. This could help people to expand their working period and make more productivity to the communities. They could also improve their quality of life and opportunity for better education.
Stand Alone PV Systems for the projects by Ministry of Energy, Thailand

Moreover, Bangkok Solar Company Limited also has subsidiary company, Bangkok Solar Power Co., Ltd. (BSP), which is a project developer of solar farm. Bangkok Solar Power Company Limited was established on Mar 7, 2007 with 180 Millions Baht (4 Millions Euro) as registered capital. The main purpose is to provide turnkey service for PV power plant including Design, Procurement, Installation, Commissioning, Operation, and Maintenance, and to do market for System Components such as Junction Box and PV cable. Now we are operating 6.697 MWp in Very Small Power Producer (VSPP) program by Provincial Electricity Authority of Thailand (P.E.A.) 10 | P a g e Confidential-No Distribution without NDA & Notice

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1.591

1.495 0.283

C h achoengsao U d o nthani 1
A n g thong

2.192 1.136

P e tchburi
U d o nthani 2

Emission Reduction = 5,560 tCO2 per year Commercial Operating Date Plant Watt Installed (MWp) C.O.D. Chachoengsao Udonthani 1 1.495 0.283 Petchburi 2.192 Angthong 1.136 Udonthani 2 1.591

Oct 5, 2007

July 1, 2008

February 2009

10,February 2009

11,April 2, 2009

Chachoengsao

1.495 MWp

Udonthani 1

0.283MWp

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Petchburi

2.192 MWp

Angthong

1.136 MWp

Udonthani 2

1.591 MWp

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Therefore, our customer could be confident in our products, services, reliabilities, and responsibilities as our experiences in the solar pv business. BSC will continue its products development and services improvement to meet its customers highest satisfaction. 6. The PPA HOLDER MANAGEMENT TEAM & PROMOTERS The management team compromises of leading businessmen from the Finance, Technology and Solar fields. The Main Promoters are PPA HOLDER INC USA and Share Holder Pvt Limited, an Indian High tech Services company with over 500 cr in turnover.

INDIAN MARKETPLACE A SIGNIFICANT OPPORTUNITY Indias Solar Future is ensured by the National Solar Policy which will allow competitive growth.

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1. 10 MW Gujarat Project Overview PPA HOLDER PVT LIMITED (India) is setting up a 10 MW Photovoltaic power project (Project) in the Kutch in the state of Gujarat in India on the basis of its allotment by GEDA (Gujarat Energy Development Authority) to setup said project. PPA HOLDER GUJARAT PVT LIMITED will be the project (SPV) and group company of PPA HOLDER INC (USA), of which shareholders also include SHARE HOLDER PVT LIMITED (India). The SPV will be responsible for setting up the Project. The project site is situated in the western coast at a place called Kutch in Gujarat in village(s) in the district of Bachau with a substation Rating: 33/66KV Capacity: 30 MVA x 2nos. Transformers Transmission: 66 KV double circuit line from the Veer Energy substation to GETCO substation (2kms). Project shall be implemented on a single turnkey EPC basis for which technical as well as commercial specifications has been completed and turnkey EPC contract has been signed. The power plant shall be commissioned before June 2011; the construction is to begin in Feb of 2011, (We may, however, consider a pre-NTP period of 2 months for preengineering & ordering of long lead/critical items) 140 acres of land shall be procured out of which approximately 80 acres will be used for the first 10MW, allowing ample land for a setup of an additional 10MW. This land 14 | P a g e Confidential-No Distribution without NDA & Notice

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belongs to a solar company and has most approvals in place like section 89 for starting industrial project. As total land is yet to be acquired, a vicinity plan may be prepared thereafter. Topographic survey work as well as Preliminary Soil Investigation will start shortly by the EPC. 1.1 The location, The State Of Gujarat:

1.2 Why Gujarat? The State of Gujarat has been one of the most aggressive in the approval of its renewable policies, as witnessed by its success in the Wind sector. The State government has been one of the most transparent in helping regional and foreign investors stake their claim in implementing Solar projects. The State was the first state to announce a full solar policy and to implement FIT for its regional energy company to purchase energy generated from Solar plants. The State also has one of the best grid infrastructures in India today. The State Solar Policy allows for a PPA of 25 years, with a rate of 15 rupees for the first 13 years and 5 rupees for the remaining 12. It is our view, that due to the lower prices in the market for modules today, which have dropped over 40% in costs, coupled with the fact that in the next 20 years we do not see the floating rate of a kWh in India on the trade market falling under 7-8 rupees based on demand, that the IRR of this plant with a lifespan of 25 years in our models could have a very attractive rate of return of over 20%. The Project Cost, including transmission and financing costs, is estimated at Rs.18.12 Crores per MW.

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FINANCIAL MODEL

1. Summary of project highlights

The current project IRR is 15% in our model leveraged. The project is based on a 25 year PPA with the State of Gujarat Electricity board, with has a payment of 15 rupees per unit (31 US cents for the first 13 years) and 5 rupees (10 US cents for 12 years). The model does not assume additional income from the sale of carbon credits (50% of which it is allowed). The company assumes that India as a country will continue with energy deficits on its grid for the next 20 years, thus giving the company the ability after year 13 to resell its production to the spot market and increase its overall IRR. The company has used a very conservative model in terms of CapEx cost. The company has though used the assumptions that it will utilize the loan facilities of EXIM bank USA, which has a tenor of 18 years and 4.5%, with a 15% equity requirement for up to 70% of its debt amount. The company has average that in its model with the remaining 30% of debt that has to come from local banks by increasing the interest margin by 1.5 which can be increased to 3% allowing for the 16 | P a g e Confidential-No Distribution without NDA & Notice

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greater rates charged by local banks without significantly altering the good profitability of the project based on the additional tax and depreciation incentives given by the government. The company plans to refinance local Indian bank debt every 5 to 8 years. With the additional sale of carbon credits at a conservative price of $9 per ton on the assumption that the company can sell the energy on the spot market after year 13, the company can additionally increase its IRR on the project by 5%. 2.1.1 3 Project cost breakdown

Project Cash flows 4 Project Cash Flow (Statement to breakeven full projections in the Model)

5 6

Project Finance Structure Debt Payment 7 Financials Assumptions

(Above details is given as per Annexure attached) PROJECT STATUS OVERVIEW 1 Progress a. b. c. d. e. Land is identified. Feasibility report by GETCO for evacuation is completed. EPC and Module supplier and PPA is signed Equity of $12m has been raised Modules have been sourced from BSP (Bangkok Solar power, an award winning company from the USA.

Project Technology overview Power Plant Description

Photovoltaic (PV) multi-crystalline modules will be the heart of this solar plant and will create DC electricity. These solar modules will be wired together in groups called strings. Often these strings consist of 48 modules, but actual string sizes will be determined upon final engineering. Strings are wired to maximize voltage and minimize wiring loss while working within the confinements of each inverters specification. Each string is then wired to a junction box (one of several) where several strings are combined. Then, wire is run from the junction box to the inverter using a wire called a home run. At this point in the system, before the energy passes through the inverters, energy is still in the form of direct current (DC) electricity. The inverters take this DC electricity generated from the modules and convert it into useful alternating current (AC). This particular solar plant is planned to

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be configured utilizing 250 kW GT250E Xantrex or equivalent Inverters. After these inverters convert DC electricity into AC electricity, the electricity will pass through a 250 kW Power Conversion System (PCS) and transformer. This last step conditions or smoothes the energy and steps it up to the proper voltage. This ensures that the energy will be up to the standards of the grid and that it will function just as grid supplied energy does when it reaches the end user. The transformer output will be routed to a central location (or switchyard) where the solar Parameters Inverter and Transformer losses Cell mismatches Diodes and connector losses DC Wiring Losses AC wiring losses Soiling (dirt and debris on panels System Downtime Shading Acceptable Ranges 0.880.97 0.970.995 0.990.997 0.970.99 0.980.993 0.300.995 00.995 0.01.0

field output will be bussed together and connected through the switchgear to a distribution or transmission line to the local utility substation. Monitoring instrumentation and sensors are included in this system to ensure long term high performance, and low maintenance. An electrical online diagram for this power plant will be provided. North south row spacing will be selected to minimize row-to-row shading and losses at this latitude. The following is a list of the major components that your system will be comprised of. Solar Modules Power Inverters Jack Mount Foundation DC & AC JBoxes Center Pier Foundation Typical Pier Foundation Switchyard Power Conversion System & Transformer

System Production
Photovoltaic systems produce direct current (DC) electricity however; the power that is supplied by the utility is alternating current (AC) electricity. In order to match the power being bought and sold by the utility an inverter must be used to convert the DC current. Below is a list of the factors that affect the total DC to AC conversion output for a photovoltaic system. These factors are limited to system parameters and do not account for variable system performance that occurs due to weather conditions. These include but are not limited to:

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Inverter and Transformer Losses Cell mismatches Diodes and connector losses DC Wiring Losses AC Wiring losses Soiling (which includes dirt and debris on panels) System downtime Shading

Based upon the specifications of the selected equipment and standard measurements used in previous jobs, we can determine a de-rate factor of .8. This is calculated as a multiple of each of the following factors:
Energy loss due to cell temperature With all photovoltaic technology, cell temperature is a very important factor in determining how well a system will perform and how local weather will affect that performance. In order to achieve accurate results for a photovoltaic system, temperature loss is an important factor that must be considered when determining system production. Energy loss through temperature is published by the manufacturer and is relayed through the STC (Standard Testing Conditions) to PTC (PV USA Testing Conditions) rating. The STC rating accounts for module performance in a laboratory and does not account for temperature variation. PTC ratings capture a more realistic measure of actual cell performance. In comparing temperature losses between the competing technologies, Thin Film will perform better than crystalline in higher temperatures. In our analysis of system production we incorporate the standard energy loss due to temperature. Based upon the location of the site, we collect relevant temperature data to determine what the average operating temperature will be for the modules and determine how much power is lost in under specific temperature conditions. Panel Tilt and Array Orientation Photovoltaic arrays perform best when the suns rays shine perpendicular to the panel cells and maximize the amount of radiation the array is exposed to. Currently there are several companies that make single axis tracking systems which are very price competitive with fixed tilt systems. The current single axis tracking products that are available are mounted on a horizontal plane and track the sun on a daily basis. In areas that are closer to the equator the effect of having a daily sun tracking system is maximized. In these situations East-West trackers are typically installed. It is important to note that final design and the selected equipment is always determined by engineering specifications as well as local and state building codes.

Disclaimer: The following power production chart is the estimated performance for a 1 MWDC
system located in Chitrakoot, Uttar Pradesh, India. The performance data assumes average weather conditions and standard module performance based upon the manufacturers specifications. Using industry standard measures and our immense knowledge of the solar industry we provide these numbers on a best efforts basis and believe they accurately represent the potential system production.

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3 The 10 MW Nominal Site Plan Utility Substation 13.3 kV, 20 kV, or 25 kV Underground Buried Conductor Utility Interconnect New Switchyard Each Solar Row is considered to be a DC source circuit and is provided with the appropriate electrical protection and safety devices, such as blocking diodes, ganged disconnects, metal oxide variable resistors, fuses, etc. to meet all DC electrical requirements. The parasitic AC electrical power requirements per Solar Row are small. All modules, frames, and posts must be grounded for personal safety. The aluminum module frames are mechanically attached during assembly to form a single unit for grounding purposes. Each frame has a ground strap that attaches to the metal posts on both ends of the frame. The center post and both end posts in each row will be connected to grounding rods, or an onsite ground loop, thus grounding the entire structure of the Solar Row. Site Plan Footprint For the proposed 10 MW PV Solar plant the array will consume approximately 80 acres. .

4 Plans for Engineering, Procurement & Construction The first step in the project will be to develop a detailed written project plan for every aspect of the project, including engineering, procurement of materials, assembly of arrays, and system checkout and startup. These functions will also include details on fabrication, quality control and assessment, hardware installation, and testing prior to full system startup. The engineering work will define all PV module and solar support structure design with the approval and signoff on all key engineering drawings, specifications, procedures and processes. After appropriate approvals, procurement of hardware will be carried out with proven and/or qualified vendors. Quality control procedures will be implemented with every vendor to verify conformance to specifications. Local contract labor will be used to complete the final assembly and integration of the system. 4.1 Data Acquisition and Monitoring System For performance tracking and monitoring purposes (e.g. to track the production of renewable energy certificates), the proposed system includes the installation of a Data Acquisition and Monitoring System that will gather and record key system performance parameters. This information will be available in real time from an Internet based display and will include DC voltage and current, AC voltage and current, and kW, displayed as both instantaneous values and daily, weekly or monthly graphs. 20 | P a g e Confidential-No Distribution without NDA & Notice

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Cumulative kWhrs generated will be available as daily, weekly, monthly and lifetime totals. The data acquisition system will comply with all utility standards and will include the following: Access to appropriate communications platform for system performance and/or emission credit monitoring and feed-in tariff compensation. Testing and owner documentation will also be performed and included. 4.2 Documentation The following documents will be provided with the PV system and reviewed during various phases of the project: Solar Field Layout Drawings Electrical One Line Diagram As-built installation drawings Cut Sheets for all major components i.e. modules, inverters Operating and Maintenance Manuals

4.3 Installation Process The process will consist of four major phases: Prepare and Design (complete project drawings, electrical and structural analysis, design details; obtain customer design approval and Notice to Proceed with Construction). Construct and Install (procure, deliver, construct and install the entire PV system), Test and Commission (conduct performance testing and commission the system; provide documentation and customer training where applicable) Monitor and Assure Performance (deliver maintenance agreement and commence remote monitoring of the systems performance during the first 36 months of operation via the web interface of the DAS). The overall system installation is expected to begin within 3 months from contract signing depending on lead times for system components). 4.4 Maintenance Requirements The system has been designed to require minimal maintenance; however, there are activities that should be completed annually and at regular intervals during the lifetime of the system in order to maximize its performance. These maintenance activities will be outlined in the system documentation and are designed to keep the array clean as well as mechanically and electrically sound. 4.5 Technical Assumptions and Exclusions Other technical assumptions made during the preparation of this proposal include: Site conditions will be conducive to a straightforward installation. The engineering staff will review the system design and interconnection 21 | P a g e Confidential-No Distribution without NDA & Notice

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configuration to ensure the system will comply with the distribution system requirements. The following items were not included in the preparation of this proposal and therefore, if occurred could increase the price of the system: Nonstandard Interconnection costs. Excessive rigging fees. Unlikely possibility that the electric utility will require additional safety equipment beyond the standard safeguards. Labor or materials for physical building construction or design beyond the standard solar installation set forth in this proposal. Specifically, the price presented in this proposal includes the electrical hookup and connection from the array to the interconnections point. The price includes engineering to obtain the permit. The price includes the design, inspections or meetings with the utility to obtain interconnection approval, but not any extensive utility work or additional electrical engineering studies should the site not be adequate in its present form for a solar installation. The proposal was prepared with reasonable assumptions based on current local and state regulations in place at the time and present site conditions. 4.6 Warranties The installed solar PV system will be guaranteed to be free from defects in materials, workmanship and installation for five (5) years from the date of installation. In addition, the PV modules come with a 25 year limited performance warranty that ensures their rating at Standard Test Conditions will remain at 90% by year 12 and 80% by year 25, and the inverters will be covered with the manufacturers 10 year extended warranty. This warranty does not apply to damage caused by sand, abrasive materials in the water, corrosion due to abnormal water, storm, lightning strikes, fire, freezing, wind, accident, or force majeure, careless handling, misuse, or negligence. Clear Skies Group shall not be liable for any consequential or incidental damages to the purchaser or anyone else. 4.7 On-Site Summary of Work The following will be conducted by onsite personnel. (1) Site survey and preparation. (2) Concrete pier layout and installation. (3) Layout and installation of foundations, Power conversion systems and transformers. (4) Trenching and installation of all specialized conduits and cables for DC power, AC power, instrumentation, controls, and grounding between the Solar Rows and the PCS location, as well as the AC connections from the PCS locations to the switchyard. (5) Offloading, staging, inventory and security of all material, hardware tools, fixtures and instruments delivered to site. 22 | P a g e Confidential-No Distribution without NDA & Notice

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(6) Connection of AC power, DC power and instrumentation conductors, and conduits at the PCS/Transformer position to the DC Jbox and AC Jbox enclosures at the end of each Solar Row. (7) Connection of AC power, DC power and instrumentation conductors, and conduits at the PCS/Transformer position to the DC Jbox and AC Jbox enclosures at the end of each Solar Row. (8) Installation of a permanent onsite building for operation and maintenance as well as security (optional). (9) Installation of monitoring and control system. (10) Checkout and operation of the complete system. (11) System and site cleanup including removal of waste and temporary installation equipment from site.

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5 Technical layout of 1 MW (sample; actual will be provided by EPC BSP)

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6 Technology used and Modules Advantages of BSC Solar Modules PRODUCES MORE ENERGY: a-Si solar cells can generate more annual energy than other technologies about 10-15 %at the same capacity. NOT AFRAID OF SHADOW: BSC Module Series can still produce electricity even though there is partial shade on the module. WATER PROOF: BSC Module Series is encapsulated with EVA and has 100 %protection from moisture. GOOD LOOKING: BSC Module Series is suitable for Building Integrated PV (BIPV) and makes an elegant appearance. FIT FOR ALL PURPOSES: At over 40V and low current, BSC Module Series can reduce loss in conductors and is fit for rooftop application, remote area or other uses. HIGH QUALITY PRODUCT: BSC Module Series is produced by using modern a-Si thin film PV technologies and good-proven on field conditions. ECONOMIC: BSC Module Series can return high value, quality and satisfaction at affordable price.

Certificates BSCs PV Modules have passed most of world recognized standards and get certificates for IEC 61646 and RoHS from TV Rheinland Germany, ASU PTL and CE Mark. BS-40, certified by TV Rheinland, ID number: 0000024271 BS-42, certified by ASU PTL, Type Test Certificate C1-BSC07001 BS-42 UL, certified ID number: 20100210 E311602 BS-44 B, certified by TV Rheinland, ID number: 0000022524 BS-46, BS-50, BS-52, certified by TV Rheinland , ID number: 0000024610 Certified CE Mark: BS-40, BS-42,BS-44, BS-46, BS-50 and BS-52 Confidential-No Distribution without NDA & Notice

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7 Information on EPC contractor, Titan Energy Systems

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Important Qualifications Due to the nature of the solar market, the major components of the proposed system are subject to change. This would not affect the plants output, efficiency, or budget in any substantial way. This proposal is predicated on the assumption that the transmission line has suitable capacity to absorb output from this power plant. This proposal does not cover the unlikely possibility that your utility will require additional safety equipment beyond the standard safeguards. Important Notice: This preliminary information has been prepared by PPA HOLDER INC , or one of its affiliates and is being furnished solely for information purposes to assist the recipient in deciding whether to proceed with further analysis of the potential transaction contemplated herein. The terms listed herein are only indicative and may be amended. This document does not constitute an offer or invitation for the sale or purchase of securities or any assets, business or undertaking described herein and shall not form the basis of any contract, additional information or to update or correct the information. This information may not be excerpted from, summarized, distributed, reproduced or used without the prior written consent of PPA HOLDER. Neither the receipt of this information by any person, nor any information contained herein constitutes, or shall be relied upon as constituting, the giving of investment advice by PPA HOLDER to any such person. Under no circumstances should any entity described herein, or any of their respective employees be directly contacted in connection with this information or any possible interest in the potential transaction contemplated herein.

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APPENDICES

1. Allotment letter of 10MW from GEDA

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2. GEDA process letter

3. Share Holder CA certificate

4. Solar Policy of Gujarat

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