STRICTLY PRIVATE & CONFIDENTIAL

CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement (this “Agreement”) is made as of 7 th August 2020 by and

between:

1) Energy Company of the Future Limited, trading as Konexa, a UK registered

company domiciled in the UK and having a registered address at 102, 66-67, Newman
Street, Fitzrovia, London, UK, W1T 3EQ including its successors in title and assigns
(the “Company”), and

2) Skipper Nigeria Limited, company incorporated under the laws of Nigeria and
having its registered office at 1E, Ligali Ayorinde Street, Victoria Island, Lagos,
Nigeria, including its successors in title and assigns (the “Discussion Party”).
The Company and the Discussion Party are collectively referred in this Agreement as the
“Parties” and severally as a “Party”.

1. The Parties are entering into discussions, on a non-exclusive basis, regarding potential
collaboration opportunities which may include partnership relating to electricity
distribution and generation projects in Kaduna and for such other purposes as the Parties
may agree in writing (the “Proposed Transaction”). The Parties are entering into this
Agreement to protect certain confidential information that may be disclosed or provided
by each Party for the purposes of evaluating the Proposed Transaction.

2. In this Agreement:

(a) “Confidential Information” means all information in whatever form

(including, without limitation, written, oral, visual or electronic form) relating
to (i) the Company, its Group or their respective businesses, affairs or assets,
or (ii) the Discussion Party, its Group or their respective businesses, affairs or
assets, as the case may be, that is directly or indirectly disclosed, whether
before or after the date of this Agreement, by or on behalf of the relevant
Party (the “Disclosing Party”), any other member of its Group or any of such
Party’s or its Group’s respective Representatives (each of the foregoing,
including the Disclosing Party, a “Disclosing Party Connected Person”) to
the other Party (the “Receiving Party”), any other member of its Group, or
any of its or their respective Representatives (each of the foregoing, including
the Receiving Party, a “Receiving Party Connected Person”), or which
otherwise comes to the attention of any Receiving Party Connected Person in
connection with the consideration, evaluation or negotiation of the Proposed
Transaction, and will include any analyses, compilations, studies and other
data and materials prepared by any Receiving Party Connected Person that
contain, incorporate or otherwise reflect or are generated from any such
information; provided, however, that Confidential Information shall not
include information:

(1) that is generally available to the public or becomes known to

the public other than as a result of disclosure by any Receiving Party
Connected Person contrary to the terms of this Agreement;

(2) that was already known to any Receiving Party Connected

Person (other than as a result of Confidential Information previously
having been provided to any such Receiving Party Connected
 Person) and is not subject to any confidentiality or similar restriction;
or

(3) to the extent the Disclosing Party has given its prior written
consent to such Confidential Information being disclosed by any
Receiving Party Connected Person.

(b) “Group” means, in respect of any person, (a) that person, (b) each of the
direct or indirect parent undertakings of that person, and (c) each of the direct
or indirect subsidiary undertakings of each such parent undertaking.

(c) “Representatives” means, in respect of any person, such person’s directors,

officers, employees, partners, associates, managers, consultants, advisers and
agents.

3. In consideration of the disclosure to the Receiving Party of Confidential Information,

the Receiving Party shall, and shall procure that each other Receiving Party
Connected Persons shall:

(a) use Confidential Information solely for the purpose of evaluating the
Proposed Transaction and for no other purpose;

(b) keep confidential and safeguard Confidential Information, and take all
precautions reasonably necessary to protect it from theft or unauthorised
access;

(c) not disclose or reveal (or permit the disclosure or revelation of) any
Confidential Information to any other person, other than to such other
Receiving Party Connected Persons who need to know the Confidential
Information for the purpose of evaluating the Proposed Transaction and who
shall first have been made aware by the Receiving Party of the obligations
contained in this Agreement and shall be required by the Receiving Party to
observe restrictions concerning Confidential Information which are at least
equivalent to those contained in this Agreement, and, if so requested by the
Disclosing Party, use reasonable endeavours to cause any such Receiving
Party Connected Person to enter into a direct agreement with the Disclosing
Party substantially on the terms set out in this Agreement;

(d) not to discuss with any person (other than as stated in paragraph (c) above)
the Proposed Transaction, any Confidential Information or any other matter
in connection with, or arising out of, the discussions or negotiations which
take place in respect of the Proposed Transaction;

(e) to inform the Disclosing Party immediately on becoming aware, or

suspecting, that an unauthorised person has become aware of any
Confidential Information; and

(f) to be responsible for any breach of any terms of this Agreement by any other
Receiving Party Connected Person.

4. The restrictions on use and disclosure set out in paragraph 3 above shall not apply to
any Confidential Information which the Receiving Party or any other Receiving Party
Connected Person becomes required by law or by any applicable regulatory or stock
exchange requirements to disclose provided that, to the extent legally permissible,

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 prior to such disclosure, the Receiving Party shall (and shall procure that any other
Receiving Party Connected Person shall):

(a) give written notice to the Disclosing Party of the full circumstances of the
disclosure and the information that will be disclosed before any Confidential
Information is so disclosed to the extent legally and practically possible;

(b) cooperate with the Disclosing Party, have due regard to its views and
opinions, and take such steps as it may reasonably require in order to enable
it to mitigate the extent of or avoid the requirement for any such disclosure;

(c) cooperate with the Disclosing Party if it decides to commence any legal or
other proceedings to challenge the validity of the requirement to disclose the
Confidential Information (at its cost and expense); and

(d) if such disclosure is not avoided, (i) ensure that any disclosure is made only
to the minimum extent required in order to comply with the relevant legal or
regulatory or stock exchange requirements and no more, and (ii) gain
assurances as to confidentiality from the body to whom the information is to
be disclosed, and where disclosure is by way of public announcement, agree
the wording with the Disclosing Party in advance,

provided however that any such steps shall not cause the Receiving Party or any other
Receiving Party Connected Person to act in breach of applicable laws or regulatory
requirements.

5. In consideration of the disclosure to it of Confidential Information, the Receiving

Party furthermore agrees that it shall not, and shall procure that each other Receiving
Party Connected Person shall not, directly or indirectly, discuss or disclose to any
third party the fact that (i) any Disclosing Party Connected Person or any Receiving
Party Connected Person are contemplating the Proposed Transaction, (ii) the Parties
are in discussions or negotiations with one another with respect to the Proposed
Transaction, or the existence, content or status of such discussions or negotiations; or
(iii) the fact that Confidential Information is being made available to Receiving Party
Connected Persons, and the existence and content of this Agreement.

6. If at any time a decision is taken not to proceed with the Proposed Transaction, or the
Disclosing Party so requests in writing, the Receiving Party shall (and shall procure
that each other Receiving Party Connected Person shall) forthwith (except as
otherwise required by law or by any applicable regulatory requirements) either return
to the Disclosing Party or (at the Receiving Party’s option) destroy all data in
whatever form (including but not limited to all documents, papers and computer tapes
and discs) containing, derived from or based on any Confidential Information,
together with any copies thereof and shall confirm to the Disclosing Party in writing
(such confirmation to be signed by one of the Receiving Party’s authorised personnel
who has supervised such return or destruction) that all such information has been
returned or destroyed (as the case may be) provided that the Receiving Party or each
other Receiving Party Connected Person shall be entitled to retain Confidential
Information for the sole purpose of complying with its or their respective bona fide
internal compliance requirements, provided further that, notwithstanding the
provisions of paragraph 13., the confidentiality provisions of this Agreement shall
continue to apply beyond the termination of this Agreement to any information so
retained by the Receiving Party or any other Receiving Party Connected Person in
accordance with this paragraph.

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7. Each Party hereby confirms that it is acting in this matter as principal and not as agent
or broker for any other person.

8. Each Party agrees, on its own behalf and on behalf of any other member of its Group
and any of such Party’s or its Group’s respective Representatives, that:

(a) no contact, direct or indirect, shall be made by a Receiving Party or any other
Receiving Party Connected Persons in connection with or relating (directly or
indirectly) to the Proposed Transaction or the Confidential Information with
any Disclosing Party Connected Person nor shall any attempt be made to
solicit information regarding, (i) the Company, its Group or their respective
businesses, affairs or assets, on the one hand, and (ii) the Discussion Party, its
Group or their respective businesses, affairs or assets, on the other hand, from
such persons unless expressly authorised by the relevant Disclosing Party;

(b) all enquiries by the Discussion Party, any other member of its Group and any
of the Discussion Party’s or its Group’s respective Representatives shall be
directed through the individuals listed below or any other person that any
such individual authorises in writing:

Jatin Bhatia
[email protected]

Rajesh Sarraf
[email protected]

(c) all enquiries by the Company, any other member of its Group and any of the
Company’s or its Group’s respective Representatives shall be directed
through the individuals listed below or any other person that any such
individual authorises in writing:

Joel Abrams
[email protected]

Quresh Shakir
[email protected]

9. Each Party agrees, on its own behalf and on behalf of any other member of its Group
and any of such Party’s or its Group’s respective Representatives, that unless and
until a definitive agreement has been executed and delivered by the Parties:

(a) no Party shall be under any legal obligation of any kind whatsoever with
respect to a transaction by virtue of this Agreement except for the matters
specifically agreed to herein; and

(b) the Company shall be free to conduct any process for any transaction
involving the Company and/or any other member of the Company’s Group if
and as the Company in its sole discretion shall determine (including, without
limitation, negotiating with any other interested parties and entering into a
definitive agreement without giving prior notice to the Discussion Party or
any other person).

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10. Each Party agrees, on its own behalf and on behalf of any other member of its Group
and any of such Party’s or its Group’s respective Representatives, that damages may
not be an adequate remedy for a breach of the provisions of this Agreement and
accordingly each Party shall, without prejudice to any other rights or remedies which
the Party may have, be entitled to seek the remedies of injunction, specific
performance and other equitable relief, or any combination of these remedies, for any
threatened or actual breach of the provisions of this Agreement.

11. No representation or warranty is made, given or implied as to the accuracy, reliability

or completeness of the Confidential Information or any other information supplied by
the Disclosing Party or any Disclosing Party Connected Person to any Receiving
Party or Receiving Party Connected Person or as to the reasonableness of any
assumptions on which any of the same is based, and the Receiving Party agrees (on
its own behalf and on behalf of each other Receiving Party Connected Person) that
neither the Disclosing Party nor any other Disclosing Party Connected Person shall
(a) have any liability to the Receiving Party or any other Receiving Party Connected
Person or any other person resulting from the use of, or reliance on, Confidential
Information or any other information supplied, or for any opinions, projections or
forecasts expressed or made by any of them, or for any errors, omissions or
misstatements made by any of them, save as may otherwise be agreed in any
definitive executed agreement, and (b) be under any obligation to provide any
additional information, to update the Confidential Information or to correct any
inaccuracies which may become apparent in any of the Confidential Information.
Nothing in this Agreement shall exclude any liability for, or remedy in respect of,
fraudulent misrepresentation.

12. None of the Confidential Information of the Disclosing Party is the property of the
Receiving Party or that of any other Receiving Party Connected Person. The Parties
reserve all rights in their respective Confidential Information, and nothing in this
Agreement shall be construed or implied as obliging a Party to disclose any specific
type of information under this Agreement, whether Confidential Information or not.

13. Nothing in this Agreement shall be construed to grant any rights in or licences under
any Confidential Information or any present or future patent, trademark or copyright.
The Receiving Party, on its own behalf and on behalf of any other Receiving Party
Connected Person, agrees that the Receiving Party Connected Persons will not use
any of the received Confidential Information in any way to create or conceive of any
patentable or proprietary process, apparatus, product, composition of matter,
computer software, or other intellectual property unless the Receiving Party and the
Disclosing Party enter into an agreement to allocate ownership of and rights in any
such created or conceived intellectual property promptly upon either the Receiving
Party or Disclosing Party recognizing that development or conception of intellectual
property may be developed or conceived. In the event that no subsequent agreement
is executed, any developed or created intellectual property shall be owned by the
Disclosing Party. Among other things, the Confidential Information will not be used
to provoke an interference or other adverse proceeding with any patent application
which the Disclosing Party has filed with respect to the Confidential Information, and
will not be used to amend or add any claim in any patent application to allow such
claim to read on, over, or dominate any invention (whether or not patentable)
disclosed in the Confidential Information.

14. Unless otherwise specifically stated to the contrary, obligations on any Party under
this Agreement shall be continuing and, in particular, they shall survive the

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 termination of any discussions or negotiations regarding the acquisition of any or all
of the issued share capital of the Company or any other member of the Company’s
Group, and shall terminate on the third anniversary of the date of this Agreement.

15. The Parties agree that this Agreement may be enforced by each Disclosing Party
Connected Person but aside from the foregoing, the Parties do not intend that any
term of this Agreement should be enforceable by a person who is not a party to this
Agreement (such party being a “Third Party”) under any law for the time being in
force or otherwise. Notwithstanding the foregoing provisions of this paragraph or
any benefits conferred by this Agreement on a Third Party by virtue of the any law
for the time being in force, this Agreement shall only be varied in writing signed by
each of the Parties to it and may be so varied without the consent of any Third Party.

16. If any provision of this Agreement is held to be invalid or unenforceable, that

provision shall (so far as it is invalid or unenforceable) be given no effect and shall be
deemed not to be included in this Agreement, but without invalidating any of the
remaining provisions; provided, that if any invalid or unenforceable provision would
be valid or enforceable if some part of it were deleted or amended, the provision
shall, to the extent its purposes are substantially preserved, apply with whatever
modification is necessary to make it valid, enforceable and legal.

17. Any failure or delay by any person in exercising any right, power or privilege under
this Agreement shall not act as a waiver under this Agreement nor shall any single or
partial exercise thereof preclude any further exercise of any right, power or privilege.

18. This Agreement may be executed in counterparts, and by the Parties on separate
counterparts, but shall not be effective until each Party has executed at least one
counterpart. Each counterpart shall constitute an original of this Agreement, but the
counterparts shall together constitute one and the same instrument.

19. This Agreement (and any dispute, controversy, proceedings or claim of whatever
nature arising out of or in any way relating to this Agreement or its formation) and
the relationship of the Parties to it shall be governed by and construed in accordance
with English law. Any dispute or claim (including any non-contractual dispute or claim)
arising out of or in connection with this Agreement, including any question regarding its
existence, validity or termination, shall be referred to and finally resolved by arbitration
under the Rules of the London Court of International Arbitration (the “Rules”), which
Rules are deemed to be incorporated by reference into this paragraph. The number of
arbitrators shall be three. The seat, or legal place, of arbitration shall be London,
England. The language to be used in the arbitration shall be English.

In order to record your agreement with and to be bound by the terms of this Agreement,
please sign and return the attached copy of this Agreement.

Duly authorised and on behalf of Energy Company of the Future Limited

…………………………………………….

Name: Joel Abrams

Title: Director – Energy Company of the Future Limited

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We hereby agree to the terms set out above.

Duly authorised and on behalf of Skipper Nigeria Limited

…………………………………………….

Name: Rajesh Kumar Sarraf

Title: Acting Managing Director