Biocrude Technologies USA, Inc. Form S-1/A Filed 2017-06-29

SECURITIES AND EXCHANGE COMMISSION

FORM S-1/A General form of registration statement for all companies including face-amount certificate companies [amend]

Filing Date: 2017-06-29 SEC Accession No. 0001615774-17-003411

(HTML Version on secdatabase.com)

FILER BioCrude Technologies USA, Inc. Mailing Address Business Address 1255 PHILLIPS SQUARE, 1255 PHILLIPS SQUARE, CIK:1690384| IRS No.: 812924160 | State of Incorp.:NV | Fiscal Year End: 1231 SUITE 605 SUITE 605 Type: S-1/A | Act: 33 | File No.: 333-214853 | Film No.: 17936340 MONTREAL A8 H3B 3G5 MONTREAL A8 H3B 3G5 SIC: 4953 Refuse systems 514-962-0070

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document As filed with the Securities and Exchange Commission on June 28, 2017 Registration No. 333-214853

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

FORM S-1/A

Amendment No. 4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

BIOCRUDE TECHNOLOGIES USA, INC. (Exact name of registrant as specified in its charter)

Nevada 8731 81-2924160 (State or other jurisdiction of (Primary standard industrial (IRS employer identification incorporation or organization) classification code number) number)

1255 PHILLIPS SQUARE, SUITE 605 MONTREAL, QUEBEC, CANADA H3B 3G5 Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) EAD Law Group, LLC 6671 S. Las Vegas Blvd, Building D, Suite 210 Las Vegas, NV 89119 702-761-6769 (Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to: Elaine Dowling, Esq. 6671 S. Las Vegas Blvd, Building D, Suite 210 Las Vegas, NV 89119 702-761-6769 Fax: (702) 761-6701 Email: [email protected]

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. x

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ (Do not check if a smaller reporting company) Smaller reporting company ¨ Emerging growth company x

CALCULATION OF REGISTRATION FEE

Proposed Proposed Maximum Amount of Title of Each Class of Securities to be Amount to be Maximum Offering Registration Registered Registered Offering (3)(4)(5) Price per (2) Fee Share Price Shares(1) for sale by Our Company 20,000,000 $ 1.75 $ 35,000,000 $ 3,524.50 Selling Shareholders – Common Stock 6,721,453 $ 1.75 $ 11,672,543 $ 1,181.00

(1) Each share consists of 1 common share. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c). (3) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act. (4) Previously paid $4,704.20 under CIK 0001390131 on Form S-1 filed June 2, 2016, file Number(s) 333-211774. (5) Previously paid $714.93 under CIK 0001690384 on Form S-1 filed on January 11, 2017, file Number(s) 333-214853.

All of the shares (the 20 million shares) of common stock of the Company that are being registered within this offering will be sold at the fixed price of $1.75 for the duration of the offering. All of the shares of common stock that the selling shareholders are offering will be sold at the fixed price of $1.75 per share.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The issuer and the selling shareholders will sell the common stock being registered in this offering at a fixed price of $1.75 per share. It is possible that the Company’s shares may never be quoted on the OTC Bulletin Board or listed on an exchange.

SUBJECT TO COMPLETION, DATED JUNE 28, 2017

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

BIOCRUDE TECHNOLOGIES USA, INC.

6,721,453 Shares of Common Stock and 20,000,000 Shares

This prospectus will also allow us to issue up to 20,000,000 shares of our common stock (“Shares” or “Securities”) in our initial public offering. The proceeds from the sale of these Shares will be available for use by the Company. The shares in the IPO are being sold by our officers and directors. This prospectus will also allow one hundred twenty (122) selling shareholders to sell 6,721,453 shares of common stock which proceeds will not be available for use by the company. The securities being registered in this offering may be illiquid because they are not listed on any exchange or quoted on the OTC Bulletin Board and no market for these securities may develop. The issuer and the selling shareholders will sell the common stock at the fixed price of $1.75 per share consistent with the disclosure in the “Plan of Distribution” section below. The Company’s shares may never be quoted on the OTC Bulletin Board or listed on an exchange.

Gross Net Offering Net Proceeds Proceeds to Offering Proceeds Price per to Selling the (1)(2) to the Share Expenses Shareholders Company Company Per Share $ 1.75 $ 1.75 $ 0.002 $ 1.748 $ 0.00 (Initial Public Offering) Per Share $ 1.75 $ 0.00 $ 0.00 $ 0.00 $ 1.75 (Selling Shareholders) Total $ 46,762,543 $ 35,000,000 $ 56,000 $ 34,944,000 $ 11,762,543

(1) Estimated expenses to be paid by the Issuer including payment of any expenses related to the offering. (2) Selling shareholders shall not pay any expenses of offering their shares. All expenses of this offering shall be borne by the Issuer.

The Company is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act.

Our Independent Registered Public Accounting Firm has raised substantial doubts about our ability to continue as a going concern.

The securities offered in this prospectus involve a high degree of risk. You should consider the Risk factors beginning on page 6 before purchasing our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is June 28, 2017.

Prospectus Summary 4 Risk Factors 6 Cautionary Note Regarding Forward-Looking Statements 10 Use of Proceeds 11 Capitalization 13 Dilution 13 Market for Common Equity and Related Stockholder Matters 14 Description of Business and Property 15 Management’s Discussion and Analysis of Financial Condition and Results of Operations 43 Our Management 48 Security Ownership of Certain Beneficial Owners and Management 50 Certain Relationships and Related Party Transactions 51 Description of Capital Stock 53 Selling Stockholders 55 Plan of Distribution 56 Disclosure of Commission Position on Indemnification for Securities Act Liabilities 61 Legal Opinion 61 Experts 61 Interests of Named Experts and Counsel 61 Legal Proceedings 62 Additional Information 62 Report of Independent Registered Public Accounting Firm (Financial Statements) 65 Part II – Information Not Required in Prospectus 83 Signatures 86

Unless otherwise specified, the information in this prospectus is set forth as of June 28, 2017, and we anticipate that changes in our affairs will occur after such date. We have not authorized any person to give any information or to make any representations, other than as contained in this prospectus, in connection with the offer contained in this prospectus. If any person gives you any information or makes representations in connection with this offer, do not rely on it as information we have authorized. This prospectus is not an offer to sell our common stock in any state or other jurisdiction to any person to whom it is unlawful to make such offer.

The following summary highlights selected information from this prospectus and may not contain all the information that is important to you. To understand our business and this offering fully, you should read this entire prospectus carefully, including the financial statements and the related notes beginning on page 42. This prospectus contains forward-looking statements and information relating to BioCrude Technologies USA, Inc. See Cautionary Note Regarding Forward Looking Statements on page 9.

The Company

The Company was formed on August 4, 2015 in the State of Nevada under the name of “BioCrude Technologies, Inc.”, the whole as appears in Exhibit 3.1. On November 8, 2016, the Company received its “Certificate of Amendment to Articles of Incorporation” pursuant to NRS 78.385 and 78.390 to its request for a name change from “BioCrude Technologies, Inc.” to “BioCrude Technologies USA, Inc.”, whilst still doing business as “BioCrude Technologies, Inc.”, as well; the amendment appears in Exhibit 3.3. The Company is a startup company and our auditors have issued a going concern opinion.

Business Strategy

The Company is a resource management expertise and services provider, catering to commercial, municipal, and industrial customers, primarily in the areas of solid waste management and recycling services.

BioCrude Technologies USA, Inc. has developed efficient, cost-effective, and environmentally friendly products, processes and systems for the reformation of waste material, waste management and creation of renewable energy.

The versatility and potential of the BioCrude Technologies USA, Inc. has been demonstrated by the many uses that our R&D department has already tested and verified. The avenues they have explored include sustainable and cost efficient methods that will enlarge composting and biomethanation yields and rates of decomposition while increasing output and providing a higher quality of end product. Their focus is on waste treatment protocols for Municipal Solid Waste (“MSW”), cellulose, all organic waste and all manure types; renewable energy sources such as biogas, ethanol and biodiesel; waste water treatment, and multiple other applications.

One very important area that BioCrude Technologies USA, Inc. excels in is the reformation of MSW into renewable energy and marketable end-by-products, using its intrinsic intellectual property and know how in its “Integrated Municipal Solid Waste to Energy Proposed Complexes” for municipal applications. Understanding the non-homogenous nature and characteristics of the waste, we can define distinct processes to optimally handle the procurement of the varied categories of waste (MSW can be classified into organics, fuels, recyclables, inerts and others), once segregated with an efficient separation process and materials recovery facility (“MRF”). There is no intellectual property protection as of yet. BioCrude will be filing for certain Intellectual property and know how protection via a patent for “Integrated Municipal Solid Waste to Energy Systems” while developing the Union of Comoros project. In addition to patent applications, the Company will apply for trademark protection where appropriate.

The long-term vision of the organization is to build a highly sustainable and profitable company by transforming traditional solid waste streams into renewable resources and marketable by-products. Global competition for limited resources is, the Company believes, creating significant business opportunities for companies that can sustain and extract value in the form of energy and raw materials from resources previously considered an irretrievable waste stream. BioCrude’s business strategy has been firmly tied to creating a sustainable resource management model and the Company continues to be rooted in these same tenets today. Each day the Company strives to create long-term value for all stakeholders: customers, employees, communities, and shareholders, by helping customers and communities manage their resources in a sustainable and financially sound manner.

Environmental issues have taken the forefront globally, creating solid expectations for investments in green technology. The Company will pursue Licensing agreements, Joint Ventures and Revenue sharing agreements for the use, fabrication and sale of the independent products and processes.

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The Company intends to achieve successful market penetration in numerous segments of the industry, generating escalating positive cash flows on an annual basis so that the Company becomes a competitive leading participant in the industry. Management will look to have its Integrated Municipal Solid Waste to Energy Complexes widely implemented across Africa, Asia, the Balkans and North America with a view to expanding to other international markets (Latin America), while continuing to pursue Concession Agreements under private license/joint ventures and other conventional arrangements.

The executive offices are located at1255 Phillips Square, Suite 605, Montreal, Quebec, CA H3B 3G5. Our telephone number is (877) 778-1268.

The Company is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act.

The Company shall continue to be deemed an emerging growth company until the earliest of:

the last day of the fiscal year of the issuer during which it had total annual gross revenues of $1,000,000,000 (as such amount (A) is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more;

the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities (B) of the issuer pursuant to an effective registration statement under this title;

the date on which such issuer has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; (C) or

the date on which such issuer is deemed to be a ‘large accelerated filer’, as defined in section 240.12b-2 of title 17, Code of (D) Federal Regulations, or any successor thereto.

As an emerging growth company, the Company is exempt from Section 404(b) of Sarbanes Oxley. Section 404(a) requires Issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures.

Section 404(b) requires that the registered accounting firm shall, in the same report, attest to and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting.

As an emerging growth company, the Company is exempt from Section 14A and B of the Securities Exchange Act of 1934 which require the shareholder approval of executive compensation and golden parachutes.

The Company has irrevocably opted out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the Act.

The Offering

This prospectus covers up to 20,000,000 shares of common stock to be issued and sold by the Company at a price of $1.75 per share in a direct public offering and 6,721,453 shares held by selling shareholders to be sold at $1.75 per share.

Up to 20,00,000 Shares of BioCrude Technologies USA, Inc. to be sold by the Company at a price of Securities Being Offered $1.75 per share and 6,721,453 shares of common stock of BioCrude Technologies USA, Inc. to be sold by selling shareholders at a price of $1.75 per share.

The Company will sell up to 20,000,000 Shares at a price of $1.75 per share and the selling Initial Offering Price shareholders will sell up to 6,721,453 shares at a price of $1.75 per share.

The Company will offer and sell the Shares of its common stock at a price of $1.75 per share in a direct Terms of the Offering offering to the public. The selling shareholders will offer and sell the shares of their common stock at a price of $1.75 per share.

The offering by the Company will conclude when the Company has sold all of the 20,000,000 Shares of common stock offered by it. The Company may, in its sole discretion, decide to terminate the Termination of the Offering registration of the shares offered by the Company. The selling shareholder offering will remain open until all selling shareholder shares registered hereunder have been sold.

An investment in our common stock is highly speculative and involves a high degree of risk. See Risk Risk Factors Factors beginning on page 6.

RISK FACTORS

An investment in our common stock is highly speculative, involves a high degree of risk, and should be made only by investors who can afford a complete loss. You should carefully consider the following risk factors, together with the other information in this prospectus, including our financial statements and the related notes, before you decide to buy our common stock. If any of the following risks actually occur, our business, financial condition, or results of operations could be materially adversely affected, the trading of our common stock could decline, and you may lose all or part of your investment therein.

Risks Relating to the Early Stage of our Company

We are at a very early operational stage and our success is subject to the substantial risks inherent in the establishment of a new business venture.

The implementation of our business strategy is in a very early stage. Our business and operations should be considered to be in a very early stage and subject to all of the risks inherent in the establishment of a new business venture. Accordingly, the intended business and operations may not prove to be successful in the near future, if at all. Any future success that we might enjoy will depend upon many factors, several of which may be beyond our control, or which cannot be predicted at this time, and which could have a material adverse effect upon our financial condition, business prospects and operations and the value of an investment in the Company.

We have a very limited operating history and our business plan is unproven and may not be successful.

The Company was formed in August 2015, but we have not yet begun full scale operations. We have not proven that our business model will allow us to generate a profit.

We have suffered operating losses since inception and we may not be able to achieve profitability.

We had an accumulated consolidated deficit of $6,396,844 as of March 31, 2017 and we expect to continue to incur significant set up expenses in the foreseeable future. As a result, we are sustaining substantial operating and net losses, and it is possible that we will never be able to sustain or develop the revenue levels necessary to attain profitability.

We may have difficulty raising additional capital, which could deprive us of necessary resources.

We expect to continue to devote significant capital resources to expand our business plan. In order to support the initiatives envisioned in our business plan, we will need to raise additional funds through public or private debt or equity financing, collaborative relationships and/or other arrangements. Our ability to raise additional financing depends on many factors beyond our control, including the state of

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document capital markets and the market price of our common stock. Because our common stock is not listed on a major stock market, many investors may not be willing or allowed to purchase it or may demand steep discounts. Sufficient additional financing may not be available to us or may be available only on terms that would result in further dilution to the current owners of our common stock.

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document We expect to raise additional capital during 2017 but we do not have any firm commitments for funding. If we are unsuccessful in raising additional capital, or the terms of raising such capital are unacceptable, we may have to modify our business plan and/or significantly curtail our planned activities and other operations.

There are substantial doubts about our ability to continue as a going concern and if we are unable to continue our business, our shares may have little or no value.

The Company’s ability to become a profitable operating company is dependent upon its ability to generate revenues and/or obtain financing adequate to fulfill our requirements to complete evaluations of Concession acquisitions and development of same opportunities and to achieve a level of revenues adequate to support our cost structure has raised substantial doubts about our ability to continue as a going concern. We plan to attempt to raise additional equity capital by selling shares in this offering and, if necessary, through one or more private placement or public offerings. However, the doubts raised, relating to our ability to continue as a going concern, may make our shares as an unattractive investment for potential investors. These factors, among others, may make it difficult to raise any additional capital.

Failure to effectively manage our growth could place strains on our managerial, operational and financial resources and could adversely affect our business and operating results.

Our growth has placed, and is expected to continue to place, a strain on our managerial, operational and financial resources. Further, if our business grows, we will be required to manage multiple relationships. Any further growth by us or an increase in the number of our strategic relationships will increase this strain on our managerial, operational and financial resources. This strain may inhibit our ability to achieve the rapid execution necessary to implement our business plan, and could have a material adverse effect upon our financial condition, business prospects, operations and the value of an investment in the Company.

Existing shareholders will retain control of the Company after the offering, limiting the voting power of the shares sold and purchased under this offering.

Mr. John Moukas, President and CEO, currently possesses a significant amount (approximately 76%) of the issued and outstanding shares of common stock directly. Accordingly, Mr. John Moukas will be able to have significant impact on all matters requiring approval by the shareholders of the Company, including the election of all directors and the approval of significant corporate transactions, including a change of control of the Company. Moreover, the Company’s success is highly dependent on the abilities of Mr. Moukas’ decision making process with regards to the day to day, as well as the significant needs of the on-going concerns of the Company. The Company (“Board”) not only acknowledges the need of complimentary experience and intellectual added value within the waste management and financial milieus, but will solicit and engage with the necessary human resources requisite to fulfil same for the benefit of the on-going concern.

Risks Relating to our Business

Competition in the Waste Management industry/milieu is highly competitive and there is no assurance that we will be successful in acquiring viable Concession engagements from regulating governmental authorities.

The Waste Management industry/milieu is intensely competitive. We compete with numerous companies, including many major companies which have substantially greater technical, financial and operational resources and staffs. Accordingly, there is a high degree of competition for access to funds. We cannot predict if the necessary funds can be raised or that any projected work will be completed.

Though certain intellectual property and know-how of the Company is not, or cannot be totally protected via legal mechanisms or against the implied intent and/or capabilities of potential perpetrators, vulnerability to copying and/or theft exists. Board members have a distinct responsibility to analyze and mitigate risk on behalf of the Company and/or shareholders, and as such, appreciate the materiality of the risk and will attempt to get a handle on measuring its components and try to implement viable countering measures to same. As well, the Board will adopt, as part of its corporate governance, policy that insists that vigilance be institutionalized by monitoring the worldwide marketplace, auditing all security and confidentiality protections in the organization, and making security expectations clear to all employees, over and above developing and having in place rapid response procedures to mitigate risk when theft or abuse of intellectual property occurs.

Current and future governmental and environmental regulations could adversely affect our business.

Our business is subject to federal, state and local laws and regulations. Our operations are also subject to complex environmental and energy procurement laws and regulations adopted by the various jurisdictions in which we have or expect to have operations. We could incur liability to governments or third parties for any unlawful discharge of pollutants into the air, soil or water, including responsibility for remedial costs.

Government regulation could be an intervening issue whilst trying to get the Concession and Power Purchase Agreements with implications related thereto, which may impact/inhibit the Company’s success in realizing its milestones in the execution of its proposed MSW to Energy Complex for a particular country (client). Part and parcel of the Company’s MSW to Energy proposal submitted to governments is a prefeasibility study of same, which is given to the different divisions of governments, dictating what is required from same with regards to regulation, permits and clearances. The stipulations and provisions for regulations, permits and clearances are absolute (once finalized by BioCrude and the Governmental authorities (with the intervention of technical divisions of same)) within the Concession agreements and signed off on (as well as time delays for granting same from the time BioCrude submits formal plans) by the appropriate divisions of government regulating same ad hoc, i.e. Ministry of Environment (Pollution, water, etc.…), Ministry of Energy (Power Corporation; electricity act [auto producer of electricity and transmission), Municipality (MSW Concession, land concession, water concession), Ministry of Finance (Sovereign Guarantees), etc.… Once the Concessions are acquired (signed), government regulation risk is dramatically reduced or eliminated

Because the requirements imposed by laws and regulations are frequently changed, no assurance can be given that laws and regulations enacted in the future, including changes to existing laws and regulations, will not adversely affect our business.

Risks Relating to our Stock

The Offering price of $1.75 per share is arbitrary.

The Offering price of $1.75 per share has been arbitrarily determined by our management and does not bear any relationship to the assets, net worth or projected earnings of the Company, or any other generally accepted criteria of value.

We have no firm commitments to purchase any shares.

We have no firm commitment for the purchase of any shares. Therefore there is no assurance that a trading market will develop or be sustained. The Company has not engaged a placement agent or broker for the sale of the shares. The Company may be unable to identify investors to purchase the shares and may have inadequate capital to support its ongoing business obligations.

Our selling shareholder offering may make it more difficult to sell the Company’s offering.

The Company may experience difficulty raising proceeds in our offering in light of the selling shareholder offer of shares concurrently with our offering as this will make additional shares for purchase and investors may choose to buy from a selling shareholder thus lessening the sales and thus the proceeds to the Company.

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document All proceeds from the sale of shares offered by the Company will be immediately available for use by the Company.

There is no minimum offering amount and we have not established an escrow to hold any of the proceeds from the sale of the shares offered by the Company. As a result, all proceeds from the sale of shares offered by the Company will be available for immediate use by the Company. The proceeds of the sale may not be sufficient to implement the Company’s business strategy.

Our shares are not currently traded on any market or exchange. We will apply to have our common stock traded over the counter; there is no guarantee that our shares will ever be quoted on the OTC or listed on an exchange, which could severely impact their liquidity.

Currently our shares are not traded on any market or exchange. We will apply to have our common stock quoted via the OTC. Therefore, our common stock is expected to have fewer market makers, lower trading volumes and larger spreads between bid and asked prices than securities listed on an exchange such as the New York Stock Exchange or the NASDAQ Stock Market. These factors may result in higher price volatility and less market liquidity for the common stock. It is possible that the Company’s shares may never be quoted on the OTC Bulletin Board or listed on an exchange.

A low market price would severely limit the potential market for our common stock.

Our common stock is expected to trade at a price substantially below $5.00 per share, subjecting trading in the stock to certain SEC rules requiring additional disclosures by broker-dealers. These rules generally apply to any non-NASDAQ equity security that has a market price share of less than $5.00 per share, subject to certain exceptions (a “penny stock”). Such rules require the delivery, prior to any penny stock transaction, of a disclosure schedule explaining the penny stock market and the risks associated therewith and impose various sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and institutional or wealthy investors. For these types of transactions, the broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to the sale. The broker-dealer also must disclose the commissions payable to the broker-dealer, current bid and offer quotations for the penny stock and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Such information must be provided to the customer orally or in writing before or with the written confirmation of trade sent to the customer. Monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. The additional burdens imposed upon broker-dealers by such requirements could discourage broker-dealers from effecting transactions in our common stock.

FINRA sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.

In addition to the penny stock rules promulgated by the SEC, which are discussed in the immediately preceding risk factor, FINRA rules require that in recommending an investment to a customer, a broker -dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative, low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit the ability to buy and sell our stock and have an adverse effect on the market value for our shares.

An investor’s ability to trade our common stock may be limited by trading volume.

A consistently active trading market for our common stock may not occur on the OTC. A limited trading volume may prevent our shareholders from selling shares at such times or in such amounts as they may otherwise desire. The Company’s shares may never be quoted on the OTC or listed on an exchange.

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document We have not voluntarily implemented various corporate governance measures, in the absence of which, shareholders may have more limited protections against interested director transactions, conflicts of interest and similar matters.

Recent federal legislation, including the Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate management and the securities markets. Some of these measures have been adopted in response to legal requirements; others have been adopted by companies in response to the requirements of national securities exchanges, such as the NYSE or the NASDAQ Stock Market, on which their securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges and NASDAQ, are those that address the board of Directors independence, audit committee oversight, and the adoption of a code of ethics. We have not yet adopted any of these corporate governance measures, and since our securities are not listed on a national securities exchange or NASDAQ, we are not required to do so. It is possible that if we were to adopt some or all of these corporate governance measures, shareholders would benefit from somewhat greater assurances that internal corporate decisions were being made by disinterested directors and that policies had been implemented to define responsible conduct. For example, in the absence of audit, nominating and compensation committees comprised of at least a majority of independent directors, decisions concerning matters such as compensation packages to our senior officers and recommendations for director nominees, may be made by a majority of directors who have an interest in the outcome of the matters being decided. Prospective investors should bear in mind our current lack of corporate governance measures in formulating their investment decisions.

Because we will not pay dividends in the foreseeable future, stockholders will only benefit from owning common stock if it appreciates.

We have never paid dividends on our common stock and we do not intend to do so in the foreseeable future. We intend to retain any future earnings to finance our growth. Accordingly, any potential investor who anticipates the need for current dividends from his investment should not purchase our common stock.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends affecting the financial condition of our business. These forward- looking statements are subject to a number of risks, uncertainties and assumptions, including, among other things:

Factors that might cause these differences include the following:

· the ability of the Company to offer and sell the shares of common stock offered hereby; · the integration of multiple technologies and programs; the ability to successfully complete development and commercialization of Concession engagements and the Company’s · expectations regarding market growth; · changes in existing and potential relationships with collaborative partners; · the ability to retain certain members of management; · our expectations regarding general and administrative expenses; our expectations regarding cash balances, capital requirements, anticipated revenue and expenses, including infrastructure · expenses, and · other factors detailed from time to time in filings with the SEC.

In addition, in this prospectus, we use words such as “anticipate,” “believe,” “plan,” “expect,” “future,” “intend,” and similar expressions to identify forward-looking statements.

In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements. The Company will be required to update any forward-looking statements as required by law.

With respect to up to 20,000,000 shares of common stock to be sold by the Company, unless we provide otherwise in a supplement to this prospectus, we intend to use the net proceeds from the sale of our securities for general corporate purposes, which may include one or more of the following:

· Working Capital; Set up (Fixed Asset purchases) and marketing/lobbying activities to locate and define/establish new prospects for Concession · engagements; · Capital expenditures for prospect Concession(s) acquisition and execution thereof; · Investments in subsidiaries and/or joint ventures.

It is anticipated that the proceeds from this offering will fund the Company’s operations for approximately 12 months while executing projected acquired Concession engagements.

Our management will have broad discretion in the allocation of the net proceeds of any offering; however, the following table outlines management’s current anticipated use of proceeds given that the offering is being completed on a best-efforts basis and may not result in the Company receiving the entire offering amount. In the event that 100% of the funds are not raised, management has outlined how they perceive the funds will be allocated, at various funding levels. The offering scenarios are presented for illustrative purposes only and the actual amount of proceeds, if any, may differ. We estimated $56,000 of offering expenses for this prospectus and it is included under General Operating Expenses. The table is set out in the perceived order of priority of such purposes, provided however; management may reallocate such proceeds among purposes as the situation dictates. Pending such uses, we intend to place such funds in an FDIC insured bank account.

USE OF PROCEEDS

% of Shares Sold 25% 50% 75% 100% # of Shares Sold 5,000,000 10,000,000 15,000,000 20,000,000

Gross Proceeds $ 8,750,000 $ 17,500,000 $ 26,250,000 $ 35,000,000 Less: Offering Expenses* 56,000 56,000 56,000 56,000

Net Proceeds to the Company*** $ 8,694,000 $ 17,444,000 $ 26,194,000 $ 34,944,000

Use of Proceeds: Investment in Subsidiaries and/or Joint Ventures $ 1,222,236 $ 8,472,235 $ 17,222,234 $ 25,972,234 Fixed Asset Purchases 991,998 991,999 992,000 992,000 Operational Activities** 6,479,766 7,979,766 7,979,766 7,979,766 Total Use of Proceeds $ 8,694,000 $ 17,444,000 $ 26,194,000 $ 34,944,000

The following table summarizes the Company’s projected Subsidiary and Joint Venture investments under each of the use of proceeds scenarios detailed above:

Planned investments in Subsidiaries & Joint Ventures $ 16,600,000 $ 18,900,000 $ 36,100,000 $ 45,800,000 Proceeds of equity issue invested in Subsidiaries & Joint Ventures (1,222,236) (8,472,235) (17,222,234) (25,972,234) Additional funds to finance investments in planned Complexes obtained from the Working Capital at the Corporate level generated by $ 15,377,764 $ 10,427,765 $ 18,877,766 $ 19,827,766 these Complexes

* Offering Expenses include various expenses including legal and accounting fees (see Part II for a detailed breakdown of these expected expenses). ** The Company’s projected proceeds will be appropriated to the following:

A) the development of the Company with regards to infrastructure (construction, fixed assets and equipment procurement), human resource staffing and working capital. It is estimated that $8 million is required for annual operational activities (salaries inclusive) of the Company. B) the infusion of capital required to realize every projected subsidiary (within the Company’s business plan) as a self-standing entity (develop (EPC), operation (staffing inclusive)), same being 100% owned and controlled by the Company; the balance of the funding required for each subsidiary will be via long term debt mechanisms. The first Complex (BioCrude Comoros) will be that contracted for by the Governmental Authorities of the Autonomous Island of Grande Comore, Union of the Comoros, as a part of our agreement, dated January 11, 2016.

*** The amount of capital raised will determine the amount of projected acquired Concession engagements that can be executed and/or realized.

Nota Bene:

The basis upon which the Company operates is to treat each complex within a country as a standalone entity, the Company being either a 100% owner of the subsidiary or a 50% owner, in a joint venture with the local government entity being the other 50% owner (the joint venture partner will be responsible for its prorated share of equity infusion as well as apply in joint with the Company for the debt funding for the complex). BioCrude will be responsible for the management of the complex as well as the Engineering, Procurement (materials and equipment) and Construction (“EPC”) details of each complex, and remunerated according to the stipulations of the proposed Joint Venture Engagement. The Procurement of Assets (materials and equipment) and Construction (civil works, mechanical, electrical, etc.) for the proposed facility will be awarded to suppliers via direct solicitation or tender.

The primary use of the proceeds from the offering is for investments in subsidiaries and joint ventures. The balance of the funds required to finance the development and construction of a Complex are planned to originate from financial institutions, mostly from within a country. This financing will be secured by the developed complex and the subrogation of rights to the contracts with regards to the Governmental Sovereign Guarantees offered by the same for the de facto execution of all of the Governments obligations, with payment stipulations for services to be received inclusive, amongst other contractual stipulations. The company entity will make a forecasted equity investment equal to 10% of the capital expenditures attributed to each Complex, whereby relying on 90% debt funding.

In certain circumstances, the Company will enter into a joint venture agreement with the local government (on a 50% ownership basis for each party), as part of being in compliance to certain government’s regulations insistent on a Public-Private partnership (“PPP”) for certain industries or as a financial inducement with regards to their costs for waste management, whereby their profits from equity participation of the operation of the Waste to Energy complex can be viewed as reducing their actual costs from their present practices by same, in a benign, environmentally friendly manner, without deferred future costs of remedy procured from existing practices (over exhausted landfills, contaminated soils and water tables, etc.…), as well as obtaining the required Sovereign Guaranties. In exchange for the reduced participation in the profits for the complex, the Company charges a licensing fee, payable within 3 months of signing of the contracts.

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Additional revenue at the corporate level is derived by charging the complex for the design of the Complex, procurement and installation of the requisite equipment, and physical construction of the Complex (“EPC”).

Capital asset purchases at the corporate level are expected to be $992,000 in the first year, comprised of office furniture ($280,000), computer hardware and software ($317,000), and leasehold improvements ($395,000).

CAPITALIZATION

The following table sets forth the Company’s cash and capitalization at the corporate level as of March 31, 2017 on:

· An actual basis. Adjustments for the receipt of the proceeds from the offering of 20,000,000 shares of common stock by us in this offering at · the initial public offering price of $1.75 and the estimated offering expense payable by us are not included in the following table due to this offering is on a best-efforts basis with no minimum number of shares to be sold.

Actual

Cash $ 1,209

Short-term debt $ 200,922 Long-term debt -

Stockholders’ deficit: Common stock 49,807 Additional paid-in capital 5,938,836 Accumulated other comprehensive income 27,790 Accumulated deficit (6,396,844) Total stockholders’ deficit (380,411)

Total capitalization (deficit) $ (179,489)

* In this prospectus, we are offering 20,000,000 shares of our common stock for $1.75 per share.

DILUTION

The net tangible book value of the Company as of March 31, 2017 was ($380,411) or ($0.01) per share of common stock. Net tangible book value per share is determined by dividing the tangible book value of the Company (total tangible assets less total liabilities) by the number of outstanding shares of our common stock as of March 31, 2017.

Our net tangible book value and our net tangible book value per share will be impacted by the 20,000,000 shares of common stock which may be sold by the Company. The amount of dilution will depend on the number of shares sold by the Company. The following example shows the dilution to new investors at an assumed offering price of $1.75 per share and various scenarios of different number of shares being sold.

We are registering 20,000,000 shares of common stock for sale by the Company. If all shares are sold at the offering price of $1.75 per share less estimated offering expenses, our net tangible book value and per share dilution under various offering scenarios as of June 28, 2017, is illustrated in the following table:

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document $35,000,000 $26,250,000 $17,500,000 $8,750,000 Offering Offering Offering Offering (100%) (75%) (50%) (25%) Number of current shares held 49,807,453 49,807,453 49,807,453 49,807,453 Number of new shares issued 20,000,000 15,000,000 10,000,000 5,000,000 Total number of shares after this offering 69,807,453 64,807,453 59,807,453 54,807,453

Net tangible book value before this offering $ (380,411) $ (380,411) $ (380,411) $ (380,411) Increase in net tangible book value 31,500,000 23,625,000 15,750,000 7,875,000 Net tangible book value after this offering $ 31,119,589 $ 23,244,589 $ 15,369,589 $ 7,494,589

Assumed public offering price per share $ 1.75 $ 1.75 $ 1.75 $ 1.75 Net tangible book value per share before this offering $ (0.01) $ (0.00) $ (0.00) $ (0.00) Increase attributable to new investors $ 0.45 $ 0.36 $ 0.26 $ 0.14 Net tangible book value per share after this offering $ 0.45 $ 0.36 $ 0.26 $ 0.14 Dilution per share to new stockholders $ 1.30 $ 1.39 $ 1.49 $ 1.61

Current Shareholders % after offering 71.35% 76.85% 83.28% 90.88% Purchasers % after offering 28.65% 23.15% 16.72% 9.12%

Control

The issuer is registering 6,721,453 shares of common stock that is collectively held by 122 shareholders. These shareholders (including John Moukas, majority shareholder, within same) will continue to own the majority of the issuer’s registered common stock after the offering, and will continue to control the issuer.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock is not currently traded on any exchange. We cannot assure that any market for the shares will develop or be sustained.

We have not paid any dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future. We intend to retain any earnings to finance the growth of our business. We cannot assure you that we will ever pay cash dividends. Whether we pay cash dividends in the future will be at the discretion of our Board of Directors and will depend upon our financial condition, results of operations, capital requirements and any other factors that the Board of Directors decides are relevant. See Management’s Discussion and Analysis of Financial Condition and Results of Operations.

As of June 28, 2017, the Company has 122 shareholders who hold 100% of its issued and outstanding common stock.

The Company

The Company was formed on August 4, 2015 in the State of Nevada.

The Company is authorized to issue up to 75,000,000 shares of common stock at par value $0.001 per share.

An initial Subscription of $6,575 was made by Mr. John Moukas to the Company, in return for 6,575 shares of capital stock of same.

History - BioCrude Technologies, Inc. (Canada) – [BioCrude Canada]

On October 27, 2008, Mr. John Moukas incorporated, under Canadian Laws, BioCrude Technologies, Inc. (Canada).

On December 15, 2012, BioCrude Canada engaged in an “Agreement for Purchase of Assets and Assumption of Liabilities” with 9175 1925 Quebec Inc., whereby BioCrude Canada has purchased all of the Assets (including assumption of all liabilities – Outstanding Subscriptions) of 9175 1925 Quebec Inc. under the following purchase terms:

The total price paid by BioCrude Technologies, Inc. (Canada) to 9175 1925 Quebec Inc. for all the assets of same was six hundred seventy-five thousand dollars ($675,000).

BioCrude Canada agreed to assume all of the 9175 1925 Quebec Inc.’s Outstanding Subscriptions, totaling six hundred thirty-seven thousand one hundred and twenty-five dollars ($637,125) plus an amount due to Mr. John Moukas, totaling twenty-four thousand six hundred and two dollars ($24,602), and to remit to 9175 1925 Quebec Inc. an amount of thirteen thousand two hundred and seventy-three dollars ($13,273).

The purpose of the transaction was to transfer assets from a holding company into a newly defined and organized federal corporation for the development and operation of waste management services.

Following is a list of assets BioCrude Technologies, Inc. (Canada) purchased from 9175 1925 Quebec Inc.:

(“IP and Goodwill / Incubated Works of Lobbying” & Contracts) Assets:

Ø All intellectual property (fungal technology and integrated systems) as well as knowhow developed and acquired; Ø All established alliances and clientele base/incubated works (both Local and International); Ø Goodwill established in the realms of Waste Management via the years of lobbying to different countries worldwide;

Nota Bene - Mr. John Moukas was 100% stakeholder of 9175 1925 Quebec Inc. - Mr. John Moukas was 100% stakeholder (39,500,000 common shares) of BioCrude Canada.

Engagement Transaction – By and Between the “Company” and “BioCrude Canada”

On December 29, 2015, the Company engaged in an “Agreement for Purchase of Assets and Assumption of Liabilities” with BioCrude Canada, whereby the Company has purchased all of the Assets (including assumption of all liabilities – Outstanding Subscriptions) of BioCrude Canada under the following purchase terms:

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The total price paid by the Company to BioCrude Canada for all the assets of BioCrude Canada was 39,500,000 shares of the Company’s capital stock (direction of payment to BioCrude Canada’s respective shareholders) and the assumption of all of the Loans and Convertible Loans of BioCrude Canada, provided that any and all references therein to the rights of the creditors to convert their respective outstanding loan amounts in accordance with the terms of the Convertible Loans and Loans into equity of BioCrude Canada shall be adjusted and amended to reflect these outstanding amounts now be convertible or exchangeable, as the case may be, into the same amount of shares of the Company’s common stock, all on the same terms and conditions set out in the respective agreements. The Company is also obligated to execute all of the “Outstanding Subscriptions” assumed, and issue 669,000 shares of its common stock to the respective Subscribers, respecting the terms, conditions and caveats of the Subscription Agreements, as established, by and between each Subscriber and BioCrude Canada.

The purpose of the transaction was to transfer the assets needed for the company’s operation into an entity which could be listed on a U.S. stock exchange in order to raise the funds needed for operation in the most uncomplicated way.

Following is a list of assets BioCrude Technologies USA, Inc. (Nevada) purchased from BioCrude Technologies, Inc. (Canada):

(“IP and Goodwill / Incubated Works of Lobbying” & Contracts)

Assets:

Nota Bene: On October 9, 2015, the Company issued a combined total of 5,129,490 Class “A” Shares of BioCrude Technologies USA, Inc.’s (Nevada) capital stock as a form of “Gratitude Stock” to 80 beneficiaries (refer to Note 6). Gratitude Stock has been issued by the Company to “Grantees”(beneficiaries), as a form of compensation in lieu of monetary payment for various reasons encompassing the following: services rendered, engagement of services, appreciation of services, appreciation of commitment and continual loyalty of persons to BioCrude, compensation for/of services and/or circumstances, and any and all circumstances related to encouraging, for added value to same, employees, contractors, agents of the Corporation, amongst other persons engaging with the Corporation, whilst sustaining and enhancing the goodwill of the Corporation.

The Company, upon assuming all Loans and Convertible Loans, shall honour any and all terms, conditions, stipulations, caveats, amongst any and all other provisions inherent within the realms of same, and more particularly, the Convertible Loans, if exercised, will be converted at the face value of the stipulations within the contractual engagements.

- Mr. John Moukas owns 38,000,000 common shares of BioCrude Technologies, Inc. (Canada).

- Mrs. Cerasela Tesleanu (spouse of Mr. John Moukas) owns 1,500,000 common shares of BioCrude Technologies, Inc. (Canada) (Mr. John Moukas gifted same to spouse on Dec. 18, 2015 from his original holdings of 39,500,000 common shares).

Business Strategy

The versatility and potential of the BioCrude Technology has been demonstrated by the many uses that our R & D department has already tested and verified. The avenues they have explored include sustainable and cost efficient methods that will enlarge composting and biomethanation yields and rates of decomposition while increasing output and providing a higher quality of end product. Their focus is on waste treatment protocols for MSW, cellulose, all organic waste and all manure types; renewable energy sources such as biogas, ethanol and biodiesel; waste water treatment, and multiple other applications.

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document One very important area that BioCrude Technologies USA, Inc. excels in is the reformation of MSW into renewable energy and marketable end-by-products, using its intrinsic intellectual property and know how in its “Integrated Municipal Solid Waste to Energy Proposed Complexes” for municipal applications. Understanding the non-homogenous nature and characteristics of the waste, we can define distinct processes to optimally handle the procurement of the varied categories of waste (MSW can be classified into organics, fuels, recyclables, inerts and others), once segregated with an efficient separation process and MRF.

The Company intends to achieve successful market penetration in numerous segments of the industry, generating escalating positive cash flows on an annual basis so that the Company becomes a competitive leading participant in the industry. Management will look to have its Integrated Municipal Solid Waste to Energy Complexes widely implemented across Africa, Asia, the Balkans and North America with a view to expanding to other international markets (Latin America), while continuing to pursue Concession Agreements under private license/joint ventures and other conventional arrangements.

Municipal Solid Waste Management is the collection, transport, processing (waste treatment), recycling or disposal of waste materials, usually ones produced by human activity, in an effort to reduce their effect on human health or local aesthetics or amenity.

Municipal Solid Waste is defined to include refuse from households, non-hazardous solid waste from industrial, commercial and institutional establishments (including hospitals), market waste, yard waste and street sweepings. MSWM encompasses the functions of collection, transfer, treatment, recycling, resource recovery and disposal of municipal solid waste.

Municipal Solid Waste Management (“MSWM”) is a major responsibility for local government. It is a complex task which requires appropriate organizational capacity and cooperation between numerous stakeholders in the private and public sectors.

The first goal of MSWM is to protect the health of the population, particularly that of low-income groups. Other goals include promotion of environmental quality and sustainability, support of economic productivity and employment generation.

Waste-to-energy (“W2E”) or energy-from-waste (“EfW”) is the process of creating energy in the form of electricity or heat from the incineration of waste source.

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Conventional Municipal Solid Waste Management employs one or more of the following processes:

Ø Waste prevention, including reuse of products Ø Recycling, including composting Ø Combustion with energy recovery Ø Disposal through land-filling

Landfilling is one of the most common ways of municipal solid waste disposal in developing countries. Air pollutants emitted from landfills contributes to the emission in the atmosphere of greenhouse gases and cause serious problems to human health.

Methane emissions from landfills are a serious environmental global concern, as it accounts for approximately 15% of current greenhouse gas emissions. Landfilling is a significant contributor to greenhouse gas emissions (GHG) accountable for approximately 5% of total GHG releases which consists of methane from anaerobic decomposition of solid waste and carbon dioxide from wastewater decomposition.

The past 20 years has seen a change in how we look at our environment. There has been a greater understanding of the economic, social and environmental risks of not managing waste.

The main drivers of the W2E market are environmental factors, regulations and legislation and economic factors.

Environmental Factors

The Stern report, published in 2006, created an authoritative and eye-opening scientific report on the challenges of climate change. The report highlighted the need to decarbonize the power sector by 60% and reduce CO2 emissions by 80% of current levels to ensure increases in global temperature do not exceed two degrees Celsius.

Regulations and Legislation

Scientific evidence, public awareness and increased levels of participation in environmental campaigning have led to governments’ worldwide implementing regulations and legislation. Examples include:

· EU Landfill Diversion Directive · recycling targets · climate change regulations

Economic drivers to developing the waste and renewable energy sector have included:

· waste disposal and landfill gate fees/landfill tax · penalties/avoidance schemes (e.g. landfill allowance schemes and fines, carbon trading) · energy prices

Waste to Energy Market Size and Trend

According to the most recent data available from the International Energy Agency, from 2000 to 2006, global waste to energy power production from municipal and industrial wastes increased from 283 terawatt hours to 383 terawatt hours, a 35% increase over that period. SBI Energy’s in-depth analyses of the global market forecasts the market will increase from approximately $9 billion in 2011 to $27 billion by 2021, equivalent to a CAGR of 11%.

Source : http://www.waste-management-world.com

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document In the past, MSW management used a single technology landfilling or mass burn, incinerators had no pollution control and energy recovery and sanitary landfills were rare.

MSW management uses more integrated and complex approaches, the waste to energy facilities have minimal environmental burden and the sanitary landfills have requirements for designing operation and monitoring and gas collection.

The provision of municipal solid waste services is a costly and troubling problem for local authorities everywhere. In many cities, service coverage is low, resources are insufficient, and uncontrolled dumping is widespread, with resulting environmental problems. Moreover, substantial inefficiencies are typically observed. Typically worldwide, governmental waste management ordinance, surprisingly enough, encompasses inefficient waste collection, landfilling until over exhaustion, and incineration.

Out of concern for the quality of life of their residents, local municipalities bear primary responsibility for waste management. Municipalities will work with other municipal levels to identify the best collection, transportation, treatment and disposal methods for their respective jurisdictions. This includes identifying suitable sites for municipal or regional waste management facilities and managing and operating collection, transportation and treatment systems. To increase the environmental and economic efficiency of waste management, local municipalities will be responsible for planning waste management infrastructure and systems at the urban community and regional county municipality levels.

Waste management planning, as well as the production of renewable energy resources, are vital issues facing any city or municipality today. Governments at all levels, on a global scale, are allocating large amounts of funding for development of systems to combat this problem. While certain municipalities have some infrastructures in place for waste collection, they have varying degrees of advancement in the implementation of redirection systems for recoverable and reformable waste products. In essence, room for improvement exists for the following:

Reduction, and eventually, the elimination of landfilling, as opposed to over exhausting (substituting proposed landfill sites 1. with other forms of development (commercial, industrial, residential, agricultural, and community developments, amongst others – real estate value)).

Reduction of Greenhouse Gases, and environmental pollutants with reference to ground and surface water contamination 2. (percolation of contaminated leachate) alongside with the elimination of odours.

3. Further enhanced separation process for MSW, which could prelude to a more optimal recycling program.

Procurement of Renewable Energy and Marketable by-products (fertilizer) from the exploitation of the calorific value of the 4. MSW.

Nota Bene: Landfilling is NOT a solution, but a deferral of a problem for future generation to handle. In essence, it is what it is; a PRACTICE that has been utilized for the longest period of time! Nothing more!

The myth that landfilling is a cost-effective solution is what it is; a myth. There are long term ramifications, especially when the landfills are not proper “Scientific Landfills” (environmental implications; rainfall, leachate, percolation, contamination (soil and water table)). Even the fact that if a Scientific Landfill is deployed (with membrane linings) at an astronomical cost (the cost of construction of a Scientific landfill that will host approximately 2,000 TPD of waste for 25 years is approximately 100 MUSD), after a few earth tremors or shifting of land, the membrane cracks, not mentioning the fact that over time, the membrane deteriorates, thus yielding the same negative environmental impacts, only deferred in time.

Another issue to address is the continual use of landfills. As time goes on, and waste is continuously generated by the populous and its activities, more and more landfills have to be created, to a point where a good part of the country will become a cemetery for garbage.

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document When a need will arise to reclaim back certain land (certain countries like Pakistan, India, Bangladesh, amongst others have already started requesting proposals for same) from being host to a landfill, the cleansing process for reclamation can cost a minimum of 120 USD/m3 (do the math on a landfill that hosted 1,000 TPD of waste for 25 years, as well as cleansing all other soils to the point of the bedrock, as well as the lateral distance from the perimeter of the landfill).

Remember: the landfill gas (from the organic portion of the MSW) extracted from a landfill is a “mise en cause”, to landfilling and a onetime event, with the consequence of the balance of the waste left in the landfill. Landfill gas extraction is not 100% efficient, with a certain percentage escaping into the atmosphere and another percentage trapped in pockets of the landfill.

If one was to do a Macro-economic and Cost-Benefit analysis and of same, incorporating all of the aforesaid, especially all of the negative environmental impacts, one would find that a properly engineered solution today outweighs the so-called norm of landfilling by a minimum of 300 to 1 (I did not even incorporate the negative effects to health implications).

Large municipalities and metropolitan regions are encouraged to routinely undertake citywide strategic planning to design and implement integrated solid waste systems that are responsive to dynamic demographic and industrial growth. Strategic planning starts with the formulation of long-term goals based, on the local urban needs, followed by a medium- and short-term action plan to meet these goals. The strategy and action plans should identify a clear set of integrated actions, responsible parties and needed human, physical and financial resources. Opportunities and concepts for private sector involvement are commonly included among the examined options, as the private sector’s costs and productivity output require special consideration.

BioCrude, having set as its objective the profitability of the activities issued of this sector, while building business relationships and social implications within the collectivity’s / communities that BioCrude is called upon to serve, beyond the environmental and social implications, and beyond the business imperatives, has set as one of its priorities to optimize waste management and treatment thereof, whilst respecting the boundaries of economies, efficiency and adherence to environmental wellbeing initiatives. BioCrude Technologies USA, Inc. has been involved in the R&D of Environmental Technologies, both process and product based, whereby it has enhanced and optimized conventional Technology, whereby giving credence to environmental, economic, social and technological well-being, too numerous to mention, and as all can be referenced in its entirety within BioCrude’s Integrated MSW-Energy Proposal. Shortlists of the aforesaid well-beings are mentioned herein under:

1. Secure, cost effective long-term processing capacity for recyclables and organics.

2. Improvement of effectiveness and efficiency of current waste systems/practices.

3. Elimination of MSW from going to.

4. Creation of Renewable Energy (dependent on the amount of MSW, and calorific value (energy content) of the MSW).

5. Reduction of Greenhouse Gases and other environmental pollutants emitted into the atmosphere.

Municipalities do not have to undergo cost of implementation; privatized via BOOT (Build, Own, Operate & Transfer), 6. whereby BioCrude Technologies USA, Inc. will be lobbying to get the MSW, Land, Sewage treated Effluent and Resale of Electricity Concessions (with Sovereign Guaranties from the Ministry of Finance of the Government in question).

Due to the profitability of the proposal, significant savings could be passed onto the Municipalities, to reduce their day to day on going expenses for Municipal Waste Management, for the duration of the BOOT (30 years), of approximately 50%, per annum, via MSW Tipping Fees and the Transport of the MSW to neighboring cities/provinces (states) and/or countries 7. without forgetting to mention the reduced GHG emissions from the substitution effect of BioCrude’s Integrated MSW to Energy proposal from landfilling and/or incineration. This surplus in savings can be used for other municipal social and infrastructural programs.

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Employment opportunities are created during the EPC (Engineering, Procurement & Construction) phase of the project (a 8. few hundred jobs) and for the day to day operations of the project (approximately 44 jobs per shift per 600 TPD Plant plus 10 persons for administration X 3 shifts per, equating to a total quantum of a minimum of 141 persons).

The proposed solution is an integrated MSW management system based on energy recovery that respects the norms of a 9. Clean Design Mechanism (“CDM”) inherent within the realms of article 12 of the Kyoto Protocol (“UNFCCC”) or any future proposed legislation regarding same, and qualifies for Carbon Emissions Reduction Credits (“CER’s”).

We firmly believe that our products and processes are viable, beneficial, and cost effective ingredients in any Residual (Waste) Management Plans or Systems of implementation. Our technology is easily scalable and can be customized for all individual needs.

To further put things into perspective, I would like to address the following: we are addressing the Municipal Solid Waste (MSW) issues and same is not a homogenous feedstock (cute waste). There are different types of waste (MSW, agricultural, sewage sludge, toxic waste, tires, automotive shredded refuse and medical waste, amongst others). Each type of waste requires a treatment process, tailor made to optimally treat same in an environmentally benign manner. BioCrude’s proposal is geared to remedy the Municipal Solid Waste (MSW) generated on a day to day basis.

Understanding the non-homogenous nature and characteristics of the waste, we can define distinct processes to handle the varied categories of waste, once segregated with an efficient separation process. BioCrude stands out from the competition in its knowhow, composting and fungal technologies, in order to maximize the outputs of procurement, as well as minimize actual energy inputs with respect to the ongoing concern of MSW-Energy procurement process complex.

All solid waste generated in an area except industrial and agricultural wastes, typically from residences, commercial or retail establishments. Sometimes includes construction and demolition debris and other special wastes that may enter the municipal waste stream. The EPA (1998c) defined municipal solid waste as "a subset of solid waste and as durable goods (e.g., appliances, tires, and batteries), non-durable goods (e.g., newspapers, books, and magazines), containers and packaging, food wastes, yard trimmings, and miscellaneous organic wastes from residential, commercial and industrial non-process sources.

The MSW can be classified in the following categories:

a) Organics b) Fuels c) Recyclables d) Inerts e) Miscellaneous

Each category has its own distinct composite classification. To achieve an optimal Waste to Energy procurement, one has to analyze separately the inherent category contributions to energy yield and its correlated technological process of extraction in obtaining same in the most economical sense available; thus, the importance of segregating the MSW into the appropriate categories of distinct feedstock is of principal importance for optimal performance in the appropriate technological processes.

In BioCrude’s MSW-Energy initiative, BioCrude Technologies USA, Inc. incorporated the following technologies in the Integrated Municipal Waste Processing (Waste to Energy) Complex in order to optimize the treatment process in an environmentally friendly manner by whilst optimizing the Revenue Model of same, and in turn, pass some of the savings back to the municipalities while still earning an impressive bottom line in juxtaposition to what the competition has to offer with regards to landfilling and incineration:

1. Separation of Waste Facility (Materials Recovery Facility) 2. Refuse Derived Fuel (“RDF”) Plant in order to handle the fuels of the MSW and produce Energy with an ash by-product Bio-Methanation Plant in order to handle the organic fraction of the MSW (OFMSW) to produce Energy with a fertilizer by- 3. product Composting Facility (maximum 50 TPD) in order to handle a percentage of the OFMSW alongside with the small particles (plastics, ceramics...) that could not be efficiently separated within the separation process of the MSW (fuels in the Bio 4. Methanation plant (plug flow digester) inhibit the process). The economies are no longer apparent in Composting facilities surpassing the 50 TPD capacities. 5. Power Plant

With BioCrude’s Integrated MSW to Energy proposal/initiative, BioCrude attempts to service each category of the MSW in order to optimally utilize all renewable resources from same to procure renewable energy and marketable by-products (fertilizer, ash, etc.).

It is very important to note that the Separation Process of the MSW into the appropriate feedstock categories for each distinct process (organics for biomethanation (as well as for composting), and polymer based hydro-carbons and cellulose based products for RDF process) is of the utmost importance. Failure to do so can lead to complications and inevitable failure of each process in question. Evidence of Success and failure stories (especially with biomethanation plants, whereby the feedstock generated from MSW (organic fraction) had traces of more than 10% of polymer based products and/or inerts, thus inhibiting and/or limiting the viability of same) as can be found all over the world, and each outcome, in essence, can be summarized by Plant Technology Implementation and Feedstock Preparation (do not mix up technology viability with technology implementation and operation).

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Nota Bene: With gasification and/or incineration (mass burn), MSW is dumped into the boiler “as is” and combusted at temperatures ranging from 800 – 12000C (minimum; plasma arc gasification temperatures range from 7,000 – 10,0000C). All waste is burned yielding an approximate net yield of energy for reuse (after self-consumption) of 30 – 40%. The organic fraction of the MSW (OFMSW) is burned, whereby the fertilizer potential via a biomethanation process (cooking) is substituted for an ash from the gasification/incineration process (es). Let us not even entertain what happens to the methane potential of same via gasification/incineration in lieu of biomethanation; LOST! Bottom line, “Potential Revenues” lost and operational costs of gasification/incineration processes are increased dramatically, up to the point where one has to substitute more energy (fuel) in order to sustain continuity of operation and/or to substitute the self- consumption energy requirements of the processes when the varying calorific value of a sample of the waste is deficient for same. One can do their own sensitivity analysis to evaluate same and come to their own conclusions! BioCrude’s Integrated MSW-Energy Solution evolves from first principles of Science, Chemistry, Engineering, Economics and Common Sense!

The Organics portion of the MSW is treated via a biomethanation process, whereby all methane gas is extracted for the eventual realization of renewable energy creation, and a fertilizer procured as an additional by-product, which can be marketed to the agricultural industry.

The polymer-based (hydro-carbon chain), cellulose and textiles portion of the MSW will be treated via an RDF process (a derivative of gasification, but with the incorporation of a Materials Recovery Facility (MRF) [Separation process], where we have the luxury of operating at lower temperatures (350 – 4000C) because of the separation of the MSW, i.e. lower temperatures reflects less operational self-consumption, hence more outputs (energy) for resale), whereby the thermal combustion will generate renewable energy and the by- product of ash can be marketed to the construction industry for the following purposes:

· Concrete production, as a substitute material for Portland cement and sand · Embankments and other structural fills (usually for road construction) · Grout and Flowable fill production · Waste stabilization and solidification · Cement clinkers production - (as a substitute material for clay) · Mine reclamation · Stabilization of soft soils · Road sub base construction · As Aggregate substitute material (e.g. for brick production) · Mineral filler in asphaltic concrete · Agricultural uses: soil amendment, fertilizer, cattle feeders, soil stabilization in stock feed yards, and agricultural stakes · Loose application on rivers to melt ice · Loose application on roads and parking lots for ice control Other applications include cosmetics, toothpaste, kitchen counter tops, floor and ceiling tiles, bowling balls, flotation devices, stucco, utensils, tool handles, picture frames, auto bodies and boat hulls, cellular concrete, geopolymers, roofing tiles, roofing granules, decking, fireplace mantles, cinder block, PVC pipe, Structural Insulated Panels, house siding and trim, running · tracks, blasting grit, recycled plastic lumber, utility poles and cross arms, railway sleepers, highway sound barriers, marine pilings, doors, window frames, scaffolding, sign posts, crypts, columns, railroad ties, vinyl flooring, paving stones, shower stalls, garage doors, park benches,

The fly ash can also be marketed to the agricultural industry for the following purposes:

· It improves permeability status of soil · Improves fertility status of soil (soil health) / crop yield · Improves soil texture · Reduces bulk density of soil · Improves water holding capacity / porosity · Optimizes pH value · Improves soil aeration and reduces crust formation

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document · Provides micro nutrients like Fe, Zn, Cu, Mo, B, Mn, etc. · Provides macro nutrients like K, P, Ca, Mg, S etc.

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document · Works as a part substitute of gypsum for reclamation of saline alkali soil and lime for reclamation of acidic soils · Surface cover of bio reclaimed vegetated ash pond get stabilized and can be used as recreational park Ash ponds provides suitable conditions and essential nutrients for plant growth, helps improve the economic condition of local · inhabitants · Works as a liming agent · Helps in early maturity of crop & improves the nutritional quality of food crop · Reduces pest incidence · Conserves plant nutrients / water

There is a definite market for the fly ash by-product; the industry players in the global market place have to be clearly identified for the realization of commercialization. BioCrude can even offer this ash by-products pro-bono to the industry or landfill, for there is no environmental hazard of same.

The recyclables can be easily sold to the recyclable industry milieu (metals, glass, ceramics, etc.)

The balance of the inerts (Construction and Demolition Debris, gravel, sand, bricks, etc.) can either be landfilled with no negative environmental impacts, or crushed and given to companies specializing in the fabrication of construction materials (if a market is identified, BioCrude can offer them these by-products (crushed or uncrushed).

BioCrude’s Integrated MSW to Energy Complex for Municipal Applications

BioCrude’s solution of an Integrated Municipal Solid Waste to Energy complex is in line with the present trends in the Municipal Solid Waste (“MSW”) industry and the main advantage of same is that it is comprised of a Materials Recovery Facility (“MRF”) and different modular waste treatment processes (Composting, Bio-methanation and Refuse Derived Fuel (“RDF”)) and a power station, in order to treat the MSW and procure renewable energy and other marketable by-products (compost, ash and certain recyclables) with the added implication of practically zero-landfill policy (less certain inerts which have zero negative environmental impact, if landfilled). The material components (modules) of an Integrated Municipal Solid Waste to Energy Complex are detailed as follows:

Entrance to complex: Kiosk and weighbridge (reception/departure and weighing of garbage trucks (pre and post deposit of 1. MSW at the MSW Storage facility).

MSW Storage facility: Closed and properly ventilated warehouse facility for receiving and storing just in time (JIT) 3 days’ 2. inventory of MSW. MSW is moved from the storage facility and moved via machinery and conveyor belts to the Materials Recovery facility.

Materials Recovery facility (MRF): a properly ventilated facility that houses different types of machinery/equipment (either procured from suppliers or built in-situ according to plan specifications) requisite for different facets of the separation process of the MSW into the distinct categories of the waste (organics, hydro-carbon polymer based, cellulose, inerts, miscellaneous (batteries, cadavers, etc.…)) and prepare same as the distinct feedstock for the different waste treatment processes (Composting, 3. Biomethanation and Refuse Derived Fuel (RDF)), as well as separate the recyclables for resale and the inerts (elements of construction and demolition debris that are not recyclable) for landfilling or to be crushed and given/sold (negligible in nature in comparison to the revenue model established by the tipping fees, and resale of electricity and compost) to the secondary markets for the manufacturing of building materials.

Composting facility: A portion of the land concession will host a type of composting system (Windrow [with procured mechanical mixing machinery (trucks) like compost turners or tub/horizontal grinders] or Static Aerated Piles [aeration system 4. such as installed perforated piping to ensure steady oxygen supply (forced air) for the microorganisms and to reduce moisture content]), depending on BioCrude’s evaluation of the waste analysis. A fertilizer will be procured, dried and stored in a warehousing facility for by-products.

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Biomethanation facility: Modular digesters are constructed in series and synchronized in operation in order to receive organics and process same to extract and capture the methane gas which will be piped to the Biogas – RDF power plant (will be 5. combusted for the procurement of renewable energy) and in addition, yield a cured fertilizer which will be dried and stored in the warehousing facility for by-products.

RDF facility: A refuse derived fuel system (gasification derivative) will be procured and installed. The RDF facility will receive 6. the hydro-carbon polymer and cellulose based waste products that will be used to make RDF pellets (compressed and dried) that will be used as the feedstock for combustion within same to generate renewable energy within the Biogas – RDF power plant.

RDF – Biogas power plant: will be procured and installed within a certain section of the Complex with a dedicated 7. Distributed Control System (DCS) for the MSW-Energy (RDF & Biogas based) power plant & fuel processing plant (controls & instrumentation for the boiler and turbine, instrumentation for the balance of the power plant and control room).

8. Internal roads: will be constructed within the complex for vehicle/truck transport/passage within the complex.

9. Green Belt: will be developed for aesthetic purposes and municipal environmental conformities.

The Company’s business model is designed to create a profitable revenue stream through the direct acquisition of Concession Agreements from different Governments for the implementation of BioCrude’s integrated MSW-Energy Complexes. Our products, processes and services, marketed to the relevant target audience, enable us, to generate multiple revenue streams and consistent profitability derived from the high gross profit inherent within the realms of our proprietary products, services and applications.

By acquiring the necessary Concession (MSW, Land and Supply of Treated Effluent) and Power Purchase Agreements (PPA), from the respective governmental authorities of a certain country, with Sovereign Guarantees (with right of subrogation), the Company will develop its Integrated Municipal Solid Waste to Energy Complex, under “BOOT” (Build, Own, Operate & Transfer) basis.

The following contractual understandings are the key prerequisite elements for establishing a mutual meeting of the minds, by and between BioCrude Technologies USA, Inc. and the governmental authorities of a municipality/country, for the successful realization of BioCrude’s MSW-Energy Complexes:

MSW Concession for the guaranteed delivery of MSW to the Complex with an implied base tipping fee per tonne (“Put or 1. Pay”) with annual escalations for the term (30 years) of the project with an option of renewal for an additional term (30 years) and Sovereign Guarantees from the Minister of Finance endorsing same. Land Lease Concession for the delivery of the required amount of land for project term (30 years), at an annual symbolic lease 2. rate of $1/amount of land delivered/annum, with an option of renewal for an additional term (30 years). Supply of Treated Effluent Concession whereby the governmental authorities will supply the necessary treated water in order 3. to fulfill the operational requirements of the MSW to Energy complex at a negligible symbolic annual rate for the term of the project with an option of renewal for an additional term (30 years). Power Purchase Agreement (PPA) [resale of procured electricity to the Power Corporation of the country in question], whereby the Power Corporation of a certain country will buy back the electricity produced by the MSW to Energy Complex at a 4. base rate per kW-hr (“Take or Pay”), with annual escalations for the term (30 years) of the project with an option of renewal for an additional term (30 years) and Sovereign Guarantees from the Minister of Finance endorsing same. Assistance from the Appropriate Governmental Ministries and Municipalities in obtaining all necessary permits and clearances 5. for the Construction and Operation of the MSW-Energy Complex (stipulations in contracts).

Nota Bene: Depending on country policy on foreign investment, the Company may request or be granted an exemption of taxes, levies, duties and all other relevant taxes applicable to the importation of all plant, materials, equipment and rolling stock for the Construction of the MSW-Energy complex, from the appropriate Ministries, related thereto.

All of the aforesaid Concession agreements have to be granted at the same time in order for BioCrude to successfully realize the development (Engineering, Procurement and Construction) and operation of the MSW to Energy complex (the “Sovereign Guarantees” and right of subrogation are critical and paramount for the funding requirements of the MSW to Energy complex).

Target Market

The global Waste to Energy segment of the waste management industry is the target market BioCrude addresses. Management is confident it will succeed in having its integrated systems and processes widely implemented across Africa, Asia, the Balkans, the GULF and North America with a view to expanding to other international markets (Latin America). The Company’s first step in penetrating its target market has been taken with the signing of Concession Agreements with the country of the Union of the Comoros (Autonomous Island of Grande Comore); signed January 11, 2016.

BioCrude’s strategy is designed to create a profitable revenue stream through the direct acquisition of Concession Agreements from different Governments for the implementation of BioCrude’s integrated MSW-Energy Complexes, or through the establishment of unique and strategic alliances via licensing arrangements and/or joint ventures within the industry milieu.

BioCrude has developed what we believe is a highly effective marketing strategy, built on a proactive direct marketing campaign with Government, large corporate facility management that target the sector for waste product treatment and reformation. The Company believes that this will result in a development of a marketing and distribution network with extensive coverage of the Company’s target market at a minimal expense, allowing the Company to reach profitability. We believe that our marketing strategy will permit us to generate an extensive customer/end user base; however, there can be no assurance that our estimate regarding acceptance of our products and services will be correct.

The Company's long-term strategy is to create economically beneficial uses for waste streams through resource transformation solutions. Since the value of commodities after processing costs is typically higher than other disposal options, such as landfilling or incineration, the Company believes this strategy is effective long-term. The Company believes that as carbon taxes or cap and trade systems are implemented and the demand for commodities rises, economics will further favour this strategy. The Company is also focusing on lowering the cost of resource transformation solutions by reducing its recycling processing operating costs, examining ways to mitigate commodity price fluctuations, and developing new processing technologies. These steps will help to build an effective business model at lower commodity pricing levels.

The Company is focused on four main areas to improve the performance of base operations and increase cash flow generation:

1. Pricing initiatives 2. Cost controls and operating efficiencies 3. Integrated waste to energy development initiatives with long term Concession Agreements 4. Asset management

Prior Activities of BioCrude Canada

Within certain countries, if an entity wants to pursue certain specialized works, it is recommended that the entity establish a presence within same (establish a corporation with a civic address). As an example, in 2009, this was done in Romania with the anticipation that BioCrude Canada would be successful in acquiring the concession agreements from the governmental authorities of Romania. BioCrude was not successful in meeting its objective in Romania for same and stopped its lobbying works for the pursuit of said engagement by and between the Governmental authorities of Romania and BioCrude for the implementation of BioCrude’s proposed MSW to Energy complex in Romania, closed its preliminary office and the corporation became dormant.

Since July 2008, BioCrude Canada has taken the initiative to market and promote its intellectual property and specialized technical expertise throughout the market place, both nationally and globally (we have introduced our technology to Governments and major Conglomerates in the Waste to Energy sector) in over 30 Countries worldwide, whereby BioCrude has successfully opened up dialogue with Governmental Authorities and respectable corporations for near future contractual negotiations.

In December, 2007, Jaipuria Advanced Technologies, Inc. (http://www.jaipuria-group.com and http://www. smvjaipuria.com/waste.php) of India, and BioCrude Canada, announced their formation of a new division dedicated to Waste Reformation and Energy Procurement for the purpose of pursuing contracts in India. In many areas of the country, waste management and energy shortages are a serious problem. With Jaipuria’s construction and large project experience, and with the use of the intellectual property supplied by BioCrude in terms of waste management and production of renewable energy, we have, in January, 2008, submitted a bid, in response to a tender for a Waste to Energy plant (2,000 TPD) in Okhla and Tymarpur, India (we were not the selected candidate) and Indore, India (Collection and Treatment of municipal waste; 600 TPD; we were not the selected candidate).

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document During this time, we have also negotiated with “Pepsi Co India” to build a 50 TPD prototype in the city of Panipat, India, in a strategic joint venture alliance. A few months later, Pepsi Co India’s New President/CEO had a change of corporate venue and put aside the Waste to Energy initiative. Ever since then, BioCrude Technologies, Inc. (Canada) decided not to pursue any more works in India.

Website

The Company has acquired the website (and domain name) of BioCrude Canada: http://www.biocrudetech.com. In June 2016, BioCrude has engaged the services of a website programmer to update/create a new website portal, tailor made to the Company, whilst keeping the same domain name. The information on the website is not current and does not constitute part of this prospectus. The estimated time frame for completion of the website is 3 to 4 months.

Pricing initiatives

BioCrude has developed a number of sales/solicitation programs and the standardization of the sales/solicitation process and standardized the sales/solicitation process. We believe that the pricing logic used in our fee programs, with implied “Put or Pay” and “Take or Pay” provisions for the supply of feedstock and resale of outputs (renewable energy), respectively, is reasonable and competitive. We expect to continue to add to our fee based pricing through additional administrative fees, recycling fees, late charges and further improvements to our existing fee structures. The goal of our pricing program is to generate price increases in excess of CPI. BioCrude will derive revenues from a combination of commodity sales (Marketable by-products – fertilizer and energy resale), carbon credits (CER’s under the “Clean Development Mechanism” established pursuant to article 12 of the “Kyoto Protocol” (CDM project)) and tipping fees paid for material processing. Fluctuations in commodity pricing are managed by a number of risk mitigation strategies including: financial hedging instruments (transfer of foreign exchange risk), Sovereign Guarantees, floor prices, forward sales contracts, index purchases, and tipping fees. The goal is to smooth revenue, net of cost of products purchased, and generate consistent cash flows.

Cost controls and operating efficiencies

The Company continues to search for the best practices throughout the entire organization and then implements these solutions through standardized continuous improvement programs. The goals of these programs are to enhance customer service, increase safety for employees, and to reduce operating and administrative costs. The Company has implemented continuous improvement strategies and the introduction of select operating efficiency initiatives in safety, productivity, maintenance, customer service, environmental compliance, and procurement.

Integrated Waste to Energy development initiatives with long term Concession Agreements

BioCrude excels is the reformation of MSW using its intrinsic intellectual property as well as its expertise in Integrated Waste to Energy Processing Complexes. BioCrude has and will continue to invest time, effort and valuable resources in the pursuit of Governmental Concession (MSW, Land, Supply of Treated Effluent and Power Purchase Agreements (PPA)) Agreements, for the duration of twenty five to thirty years, for the implementation of same. The essence of the Concession Agreements, not only guarantees the MSW and implied tipping fees, related thereto (with annual indexing), but the resale of the marketable by-products (energy to grid via PPA) for the duration of the term, with Sovereign Guarantees. Investments in Waste to Energy facilities position the Company well for the evolution of the industry from waste management to resource management.

Company milestones and plan of execution

BioCrude’s revenue model is based on revenue generation from the following: i) the operation of the MSW to Energy complexes (tipping fees, resale of renewable energy, resale of other marketable by-products (compost, recyclables) and potential carbon credits, ii) Joint Venture license fees, whereby the prospective Joint Venture partner will buy a license from BioCrude (payment to be effected immediately after signature) for their participation and will infuse its prorated share of equity capital for the potential MSW to Energy complex, and iii) EPC (“Engineering, Procurement & Construction) management fees (general contracting fees, approximately 20% of the capital cost of the project). In essence, these fees have to be paid regardless, but BioCrude management will execute and capture remuneration for same.

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document BioCrude’s MSW to Energy initiative is, by definition, an “en suite” of waste management and energy procurement, whereby the latter is a marketable byproduct derived from the intrinsic processes of the treatment of the MSW by procuring the necessary constituent feedstock (primary material) to produce the renewable energy in the modular section for power generation of the Integrated MSW to Energy complex. In order to realize an integral MSW to Energy complex, as defined in the “Business Model” of the registration statement, all Concession Agreements (guarantee of MSW supply, Land and Supply of Treated Effluent) as well as a Power Purchase Agreement must be contracted concurrently, for they are “ALL” necessary constituent elements for the development of an integrated MSW to Energy complex i.e., you cannot have some or most of the agreements (Concessions/PPA) in place, but must have “ALL” in place, at the same time, simply because of the nature of the project in question.

In order to acquire the concessions for waste management (MSW to Energy), “major” lobbying has to be done, commencing with proposal submissions to various divisions of government which are intervening parties to same (environmental project thus requiring the intervention of the Ministry of Environment, energy procurement require the intervention of the Ministry of Energy/Power and Power Corporation (usually crown corporation), the municipalities usually are responsible for the granting of the MSW, Land and Supply of Treated Effluent Concessions and the Ministry of Finance is responsible for the signing of the Sovereign Guarantees, and in some instance, countries might have other intervening governmental agencies).

BioCrude has positioned itself, through its continual lobbying efforts (ongoing), for potential Joint Ventures (JV) with certain governments (countries/clients). Should any of these Joint Ventures prove to be realized because of the persistent lobbying activities, not only will BioCrude be able to realize the EPC management fee for the development of the MSW to Energy complex(es), but it will also receive its prorate share (50%) of the revenue stream of the developed MSW to Energy complex(es), with similar time frame frequencies as mentioned above, as well as a license fee (BioCrude already submitted offers) immediately following signature of the Joint Venture engagement and the Concession and Power Purchase agreements. BioCrude anticipates, that if the prospective JV partner(s) take the initiative to implement (not only entertain) a waste management solution for their country, possible engagement can be realized within 6 to 12 months following that initiative (being cognizant of bureaucracy and red tape procedures of government).

A vote of confidence has been bestowed to BioCrude by the governmental authorities of the Autonomous Island of Grande Comore on its proposed integrated waste management solution for the Autonomous Island of Grande Comore through the awarding of the necessary Concession Agreements (delivery of MSW, Land and Supply of Treated Effluent) for 30 years (with a renewal option of 30 years) with Sovereign Guarantees for the implementation (design, build, finance and operate) of a 700 TPD Municipal Solid Waste to Energy Complex, in the city of Moroni, Autonomous Island of Grande Comore, Union of the Comoros. Furthermore, a Power Purchase Agreement has been signed with the “Le Gestion de l’Eau et de l’Électricité aux Comores (MA-MWE)” whereby same will buy back all procured renewable energy from the MSW to Energy complex for the term of the Concessions (and renewal option).

BioCrude, subject to its contractual engagement with the Government of the Autonomous Island of Grande Comore for the implementation of a MSW to Energy complex in Moroni, Grande Comore, through the financing provisions of the MSW to Energy project, will earn the EPC management/general contracting fee of approximately 20% of the capital cost of the MSW to Energy project (prorated over the duration of the construction period), i.e., commencing within 6 to 8 months from these presences. BioCrude, as well, is looking at approximately 24 to 26 months (development time frame for the realization of MSW to Energy complex) before it can start generating absolute, guaranteed revenues from the operation of the MSW to Energy complex (tipping fees, resale of renewable energy, resale of compost and carbon credits) servicing the waste management needs of the Government of the Autonomous Island of Grande Comore, as per the provisions and stipulations of the contractual engagements with same (with implied sovereign guarantees), for a minimum guaranteed term of 30 years.

BioCrude is evaluating its options for funding (capital markets, financial institutions, contracting companies, pension funds, etc.…amongst other financially engineered hybrid scenarios thereof) and has already opened up dialogue regarding same. It is anticipated that within an estimated time frame of six to eight months, BioCrude can anticipate a term sheet for prospective funding of the MSW to Energy project, ergo BioCrude will be able to commence works for ground breaking and start receiving its EPC management fee as its first projected revenue stream on a prorate schedule subject to a disbursement schedule in accordance to the terms and stipulations of the expected offer of funding.

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Hereunder is a schedule of events (agenda) for the realization (full execution) of the MSW to Energy project in Moroni, Autonomous Island of Grande Comore (inclusive: contract realization process), in order for BioCrude to start realizing revenues as an ongoing concern, not taking into account any prospective joint ventures in the works.

Different facets and schedule of events for the pursuit and realization of MSW to Energy projects (excluding lobbying activities)

Contract Conclusion, Engineering, Procurement & Construction

A. Signature of the following Accords necessary for the realization of the MSW-Energy Complex in Moroni, Autonomous Island of Grande Comore

Deed of Assignment Agreement ("Protocol of Engagement") by and between the Government of the Autonomous Island of 1. Grande Comore and BioCrude Technologies USA, Inc. Contract was signed January 11, 2016.

The signing of the Concession Agreement for the Municipal Solid Waste, Land Lease Agreement and Agreement for the supply 2. of treated Municipal Water on January 11, 2016

The signing of the Power Purchase Agreement (PPA) with the “Le Gestion de l’Eau et de l’Électricité aux Comores (MA- 3. MWE)” [ Power Corporation of the Autonomous Island of Grande Comore] on January 11, 2016

Opening of a new Comorian Corporation (in the country in question) totally owned by BioCrude Technologies USA, Inc., 4. opening of bank account and execution of all party obligations contained in the Deed of Assignment. This was done on January 12, 2016

Reception of letter from new governmental administration of the Autonomous Island of the Grande Comore (after elections on 5. May 2016) reaffirming their initiative and will to fully respect and execute the engagements signed on January 11, 2016; August 25, 2016

Site selection (site Identification and legal designation (Cadastral, Lot, etc. ...)) for the MSW-Energy Complex, preparation of 6. legal documents to annex same to the Land Lease Agreement and Assignment of selected parcel of land to BioCrude, as per the stipulations of the Land Concession agreement on November 12, 2016.

Incorporating agreed to amendments and/or modifications to the contractual engagements of January 11, 2016 into the new 7. agreements replacing those of January 11, 2016: December 9, 2016.

Granting of a Treasury Guarantee to BioCrude from the governmental administration of the Autonomous Island of the Grande 8. Comore, as per the stipulations of the Concession and Power Purchase Agreements: December 10, 2016

(Fully executed; timeline: it took approximately 14 months)

B. Organizational Matrix: Construction, Management, Operations and Maintenance of Project

1. Flowchart of management staff

2. Organization of the Waste Management (Collection, Transportation, Sorting and Treatment)

3. Flowchart of Engineering, Procurement and Construction

4. Flowchart of Operations Complex and Maintenance

5. Flowchart for the influx of feedstock and the out flux (distribution) of by-products

(Fully executed; timeline: The tasks identified above in B are part and parcel of the submitted preliminary proposal, which included the “Prefeasibility Study & Detailed Project Report” and the “Business Plan (with financial metrics)”, to the Governmental Authorities of the Autonomous Island of Grande Comore (September 2015) for the realization of the Concession and Power Purchase Agreements in accordance to the provisions of the Deed of Assignment pursuant to a Public-Private Partnership (PPP)).

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document C. Project implementation plan for the Integrated Municipal Solid Waste to Energy Complex

1. Opening of the office in Moroni, Autonomous Island of Grande Comore: expected completion date October 2017

Recruitment and training of human resources in Moroni, Autonomous Island of Grande Comore (for engineering, management, 2. operation and maintenance): expected completion date November 2017 (preliminary core)

3. Recruitment of human resources in Canada (for key management positions): expected completion date September 2017

4. Preliminary Engineering: completed in preliminary proposal (generic)

5. Analysis of Municipal Solid Waste: expected completion date October 2017

6. Study of the site and soil studies: expected completion date October 2017

7. Detailed Engineering plans: expected completion date November 2017

8. Detailed plan of the development strategy of the complex: expected completion date November 2017

Hiring of project manager(s) and subcontractors (either through reference or through tender): expected completion date October 9. 2017

Recruitment of Material and Equipment specialist suppliers, via reputation in the market place or tender: expected completion 10. date September 2017

(Timeline: 6 to 8 months from time = present)

D. Human Resource List for Project Implementation

1. Project management

2. Civil Engineers

3. Structural Engineers

4. Electrical Engineers

5. Mechanical Engineers

6. Environmental Engineers

7. Geological Engineers

8. Designers

9. Architects

10. Planners

11. Buyers

12. Supply Agents

13. Cost Controllers

14. Training Coach

E. Development and implementation of the EPC project guide (Engineering, Procurement and Construction)

1. Program Implementation Plan (Project Execution Plan "PEP") Completed

2. Preparation of studies and preliminary engineering plans Completed

3. Preparation of studies and detailed engineering design 3 months following task D

4. Planning and timetable for the project (Gantt Chart) 3 months following task D

Obtaining permits and governmental approvals and clearances for the construction and operation of the complex 2 months 5. following submission of detailed engineering plans to the related Governmental Agencies of the Autonomous Island of Grande Comore (timeline provision in agreements and signed off by the Governmental Authorities of Grande Comore)

Construction 10 to 14 months following the execution of E.5. above incorporating a startup synchronization period of 6. approximately 1 to 2 months

7. Operation and Maintenance Complex NA for Development timeline

1. A preliminary feasibility study and a detailed report of the complex Completed

2. Strategic planning and economic analysis Completed

3. The selection of the field Completed

4. Preliminary engineering Completed

Ø Economic analysis and project risks

Ø The estimate of the total capital investment as well as operating and maintenance costs

Ø The preliminary assessment of environmental impact and permitting requirements

Ø The technology research, analysis and conceptualization

5. Reliability analysis Completed

6. The technology selection, project configuration and sizing Concurrently with task E.3. and its timeline

7. The studies and engineering plans for the environmental permitting Concurrently with task E.3. and its timeline

8. Research Techniques Concurrently with task C and its timeline

9. The strategy and planning for the reduction of emissions of greenhouse gases (GHG) Concurrently with task C and its timeline

The preparation of the Clean Design Mechanism documents for submission to the CDM program (literature and the detailed 10. report for project compliance with the standards and requirements established by the UNFCCC) Concurrently with task C and its timeline

11. Carbon capture and storage Concurrently with task C and its timeline

12. The carbon credit analysis Concurrently with task C and its timeline

13. Energy efficiency Concurrently with task C and its timeline

14. The analysis of the applicable regulations Concurrently with task C and its timeline

The economic and financial analysis (Business Plan) for the preparation of the application for funding Completed; we have 15. already opened up dialogue with an EPC firm for not only engaging same for the EPC works, but also financing same under the proviso of BioCrude subrogating its right to the Sovereign Guarantees; awaiting for proforma proposal from EPC firm

The selection for the companies to carry out the civil works, and procure materials and equipment required for the development of the project (initiate works) Completed; we have already opened up dialogue with an EPC firm for not only engaging same 16. for the EPC works, but also financing same under the proviso of BioCrude subrogating its right to the Sovereign Guarantees; awaiting for proforma proposal from EPC firm

17. The management and supervision of the project 10 to 14 months; duration of EPC works

18. The operation and maintenance of the MSW-Energy complex NA for Development timeline

19. The invoice, receipt and payment collection NA for Development timeline

20. Organization of briefings to the public NA for Development timeline

The evaluation process:

The assessment of critical elements used in the development of the project, emissions harmful to the environment, leaching into 1. soil, drainage, etc.…

Potential erosion, the effects of the use and release of public waters on the tributaries, the adjacent ecological systems to the site, 2. etc.…

3. The number of vehicles (trucks, cars, etc.…) and emissions of pollutants

4. The energy used in the complex and cooling of various buildings

5. Materials used for the manufacture of the floor

6. Building materials used for roofs

7. Management and treatment of municipal solid waste (MSW)

8. The quality of water and air

9. The negative environmental impacts and mitigation, thereof

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Analysis of existing site and the impact of adverse effects thereon, for the development of the MSW-Energy complex so as to 10. minimize the impact thereof

11. Effect of development on sensitive regional systems sent by either air or by ground water systems

(Fully executed; timeline: Part and parcel of the submitted preliminary proposal (“Prefeasibility Study & Detailed Project Report” incorporating an “Environmental Impact Analysis”) to the Governmental Authorities of the Autonomous Island of Grande Comore for the realization of the Concession and Power Purchase Agreements in accordance to the provisions of the Deed of Assignment pursuant to a Public-Private Partnership (PPP); the Environmental Impact Analysis was acceptable to the Governmental Authorities of the Autonomous Island of Grande Comore, hence no caveats, provisions or stipulations related thereto are within the signed contractual agreements.

Planning and Timetable for the Project

The Summary forecast for the following tasks of the project planning encompasses a timeline of 6 to 8 months:

Ø Analysis of the composition and characteristics of municipal solid waste, Ø Study and preparation of plans for the preliminary engineering, Ø Study and preparation of detailed plans of Engineering.

The Summary forecast for the Construction & synchronization of different modules in the MSW to Energy complex of the project planning encompasses a timeline of 16 to 18 months (incorporating approximately 4 months for project preparation for ground breaking ceremony).

Material Agreements

We have filed a request with the Office of the Secretary of the United States Securities and Exchange Commission (SEC) to treat our Material Agreements (Deed of Assignment pursuant to a Public-Private Partnership (PPP), the Power Purchase Agreement (PPA), and the MSW, Land and Supply of Treated Effluent Concession Agreements) as confidential pursuant to Rule 406 of the Securities Act and same are being withheld pending the SEC’s determination of confidential status. They are summarized as follows:

January 2016 – Concluded Engagements: signed Deed of Assignment pursuant to a Public-Private Partnership (PPP), MSW, Land and Supply of Treated Effluent Concession Agreements and a Power Purchase Agreement (PPA), by and between the Government of the Autonomous Island of Grande Comore and BioCrude Technologies USA, Inc., for the implementation of the first Waste to Energy complex in the municipality of Moroni, which are as follows:

Deed of Assignment pursuant to a Public-Private Partnership (PPP): exclusively assigning the rights of waste management treatment to BioCrude via the inter-related specific concession vehicles, all defining protocol and Ø mode of engagement as well as rights, interests and obligations of each engaging entity for the term of engagement (30 years) with an option of renewal for an additional term (30 years). Contract was signed January 11, 2016 and amended on December 9, 2016.

MSW Concession* for the guaranteed delivery of MSW to the Complex with an implied base tipping fee per tonne of MSW (“Put or Pay” for the minimum MSW guarantee of 700 TPD) with annual escalations for the term (30 Ø years) of the project with an option of renewal for an additional term (30 years) and Sovereign Guarantees from the Minister of Finance endorsing same. Contract was signed January 11, 2016 and amended on December 9, 2016.

Land Lease Concession for the delivery of the required amount of land for project term (30 years), at an annual Ø symbolic lease rate of $1/amount of land delivered/annum, with an option of renewal for an additional term (30 years). Contract was signed January 11, 2016 and amended on December 9, 2016.

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Supply of Treated Effluent Concession whereby the governmental authorities will supply the necessary treated water in order to fulfill the operational requirements of the MSW to Energy complex at a negligible symbolic Ø annual rate for the term of the project with an option of renewal for an additional term (30 years). Contract was signed January 11, 2016 and amended on December 9, 2016.

Power Purchase Agreement (PPA)* [resale of procured electricity to the Power Corporation of the country in question], whereby the Power Corporation of a certain country will buy back the electricity produced by the MSW to Energy Complex at a base rate per kW-hr (“Take or Pay” for all of the renewable energy procured less the self- Ø consumption needs of the MSW-Energy complex), with annual escalations for the term (30 years) of the project with an option of renewal for an additional term (30 years) and Sovereign Guarantees from the Minister of Finance endorsing same. Contract was signed January 11, 2016 and amended on December 9, 2016.

*A Revolving Letter of Credit (RLC), replenished quarterly (for the duration of the term of the contractual engagements) will be issued by the Governmental Authorities of the Autonomous Island of the Grande Comore (a temporary Treasury guarantee has been issued to BioCrude on December 10, 2016, which will be replaced by the RLC), as per the provisions and stipulations of the contractual engagements (submitted to the SEC), as a default payment mechanism guarantee, in the event of nonpayment of the tipping fees or for the purchase of the renewable energy, which can immediately, after default, be drawn upon, to remedy default. The face value of the RLC is to cover the tipping fees and resale of electricity payments for a whole year, multiplied by a factor of 1.5.

Refer to Exhibits 10.11, 10.12 and 10.13 for the following contractual agreements by and between the Governmental Authorities of the Grande Comore and BioCrude: the Deed of Assignment pursuant to a Public-Private Partnership (PPP), the Power Purchase Agreement (PPA), and the MSW, Land and Supply of Treated Effluent Concession Agreements (with the face and signature pages of same), respectively, redacted (excerpts privy to Company) in accordance to the FOIA Confidential Treatment Request (CTR) filed with the Office of the Secretary of the United States Securities and Exchange Commission (SEC).

Nota Bene: The parties (the Governmental Authorities of the Grande Comore and BioCrude), following discussions, agreed to enforce amendments discussed and reflect same within the agreements and agreed to sign these new agreements, as amended, on December 9, 2016, replacing all of the agreements signed on the 11th of January 2016. The principle points of amendment were to incorporate the identified land concession which was assigned to BioCrude, by governmental decree, on November 12, 2016 and to reflect the new governmental administration that was elected into office as the representatives for the Governmental divisions of the Grande Comore that engaged with BioCrude.

Summary of Deed of Assignment pursuant to a Public-Private Partnership (PPP)

BIOCRUDE TECHNOLOGIES, INC.

GOVERNMENT OF THE AUTONOMOUS ISLAND OF GRANDE COMORE (MORONI)

CONTRACT SUMMARY CONFIDENTIAL

BIOCRUDE/MCMUC/AUTONOMOUS BCT/MCMUC/MORONI/ Agreement ISLAND OF GRANDE COMORE/MSW- Transaction Code: AUTONOMOUS ISLAND OF Reference: LC/CA/2016/1 GRANDE COMORE/1

DEED OF ASSIGNMENT PURSUANT TO A PUBLIC-PRIVATE PARTNERSHIP Title of Agreement(s): (PPP)

MINISTÈRE DE LA PRODUCTION, DE L'ENVIRONNEMENT, DE L'ÉNERGIE, DE L'INDUSTRIE ET DE L'ARTISANAT DE L’UNION DES COMORES ; MINISTÈRE DES FINANCES, DE L’ÉCONOMIE, DU BUDGET DE L’INVESTISSEMENT ET DU COMMERCE EXTÉRIEUR CHARGÉ DES Parties: PRIVATISATIONS DE L’UNION DES COMORES ; (All referred to as “Government”) & BIOCRUDE TECHNOLOGIES, INC. (referred to as “BioCrude”)

Date: January 11, 2016 Documentation Signed: Yes

Changes/Amendments: December 10, 2016

This Deed of Assignment embodies the engagement of the Assignor (Government) to authorize the Assignee (BioCrude) to Conceive, Design, Finance, Construct, Maintain and Exploit Municipal Solid Waste to Energy Complexes in the municipalities within the Contract Object: Autonomous Island of Grande Comore, Union of the Comoros to treat MSW, procure renewable energy and other inter-related marketable by-products (organic fertilizer, fly ash, primary materials for construction materials).

BioCrude: to Develop MSW to Energy Complex (MSW-Energy) in Moroni, Autonomous Island of Grande Comore via BOOT. Government: to fully engage and execute the minimum guaranteed MSW (“Put or Pay”); Land and Treated Sewage Effluent Agreements, and the Power Purchase Principal Obligations and Agreement (PPA) with BioCrude (Exclusive); Grant the necessary Permits & Undertakings: Clearances; allow BioCrude to operate; Provide Sovereign Guarantees for the Execution of all Agreement Obligations and define BioCrude’s fiscal taxation policy (exempt from corporate income taxes for duration of contract, as well as all import duties, taxes, levies for all materials, equipment and rolling stock required for the development of the MSW to Energy complex)

Termination Events, Procedures and Yes; Party Default & Force Majeure; Procedures outlined in Agreements Indemnities:

Yes; to the Discretion of Change of Control Clause: Assignment Restrictions: None BioCrude Technologies, Inc.

Governing Law: Ontario, Canada Dispute Resolution Jurisdiction: Ontario, Canada

Force majeure: Yes; standard and satisfactory to both parties.

Not applicable; prescribed contract (Grandfathered). Law at signature prevails for Change of law: duration of term and renewal option.

Sovereign Guarantees provided by Government of Autonomous Island of Grande Guarantees: Comore for FULL EXECUTION of their obligations in Contracts.

Limitation on Liability: Yes; only due to Force majeure.

Exclusion of Liability: None

Liquidated Damages: Yes; upon breach of execution of obligations from either party.

Penalties for Non-Performance: None

At end of term or option (to the discretion of BioCrude Technologies, Inc.), or if there is a Termination: breach from either party with no remedy related thereto (with penalty associations).

Intellectual Property Rights: BioCrude Technologies, Inc. (FULL); No intellectual property transfer

Obligation to bring installations into compliance at start-up, and sustain throughout Health, Safety & Environmental Issues: operation.

Performance Bond: None Additional Insurance:

Company Point of Contact: Mr. John Moukas Program Management:

Other Contract Issues: None

Municipal Solid Waste Concession Agreement, Land Lease Agreement & Supply of Treated Sewage / Associated Contracts: Effluent Agreement(s) and Power Purchase Agreement (PPA)

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Summary of Municipal Solid Waste Concession Agreement, Land Lease Agreement & Supply of Treated Sewage / Effluent Agreement

BIOCRUDE TECHNOLOGIES, INC.

GOVERNMENT OF THE AUTONOMOUS ISLAND OF GRANDE COMORE (MORONI)

CONTRACT SUMMARY CONFIDENTIAL

BIOCRUDE/MCMUC/AUTONOMOUS BCT/MCMUC/MORONI/ Agreement ISLAND OF GRANDE COMORE/MSW- Transaction Code: AUTONOMOUS ISLAND OF Reference: LC/CA/2016/1 GRANDE COMORE/1

MUNICIPAL SOLID WASTE CONCESSION AGREEMENT, LAND LEASE Title of Agreement(s): AGREEMENT & SUPPLY OF TREATED SEWAGE / EFFLUENT AGREEMENT

MINISTÈRE DE LA PRODUCTION, DE L'ENVIRONNEMENT, DE L'ÉNERGIE, DE L'INDUSTRIE ET DE L'ARTISANAT DE L’UNION DES COMORES ; MINISTÈRE DES FINANCES, DE L’ÉCONOMIE, DU BUDGET DE L’INVESTISSEMENT ET DU COMMERCE EXTÉRIEUR CHARGÉ DES Parties: PRIVATISATIONS DE L’UNION DES COMORES ; LA VILLE DE MORONI; (All referred to as “Government”) & BIOCRUDE TECHNOLOGIES, INC. (referred to as “BioCrude”)

Date: January 11, 2016 Documentation Signed: Yes

Changes/Amendments: December 10, 2016

Develop, Construct, Operate, Maintain & Exploit an MSW to Energy Complex (MSW- Contract Object: Energy) in Moroni, Autonomous Island of Grande Comore via BOOT

BioCrude: to Develop MSW to Energy Complex (MSW-Energy) in Moroni, Autonomous Island of Grande Comore via BOOT. Principal Obligations and Government: to supply: minimum guaranteed MSW (“Put or Pay”); Land, Treated Undertakings: Sewage Effluent; Grant the necessary Permits & Clearances; allow BioCrude to operate; Provide Sovereign Guarantees for the Execution of all Agreement Obligations.

Term/Duration: 30 Years Renewal option: 30 Years

Termination Events, Procedures and Yes; Party Default & Force Majeure; Procedures outlined in Agreements Indemnities:

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Yes; to the Discretion Change of Control Clause: of BioCrude Assignment Restrictions: None Technologies, Inc.

Governing Law: Ontario, Canada Dispute Resolution Jurisdiction: Ontario, Canada

Force majeure: Yes; standard and satisfactory to both parties.

Not applicable; prescribed contract (Grandfathered). Law at signature prevails for Change of law: duration of term and renewal option.

$1 US per 12 Hectares per year for the duration of term and Area of Land Lease: 12 Hectares Lease Payment: option (no escalations), land: with compliant zoning and building by-laws for project.

Supply of Treated Effluent by Up to 10,000,000 Resource Payment by 0.0000001 USD per Off-Take: Government STP: Litres/Day BioCrude: kilolitre (kL)

Minimum Amount of Delivered MSW 700 TPD; Refer to Schedule 1. Tipping Fee: Refer to Schedule 1. (Guaranteed; Put or Pay):

Upon presentation of Invoice and offset from Revolving Letter of Credit (RLC); Payment Terms: amount of escrowed RLC is for 12 months of future payment.

Sovereign Guarantees provided by Government of Autonomous Island of Grande Guarantees: Comore for FULL EXECUTION of their obligations in Contracts.

Limitation on Liability: Yes; only due to Force majeure.

Exclusion of Liability: None

Liquidated Damages: Yes; upon breach of execution of obligations from either party.

Penalties for Non-Performance: None

At end of term or option (to the discretion of BioCrude Technologies, Inc.), or if there is Termination: a breach from either party with no remedy related thereto (with penalty associations).

Intellectual Property Rights: BioCrude Technologies, Inc. (FULL); No intellectual property transfer

Health, Safety & Environmental Obligation to bring installations into compliance at start-up, and sustain throughout Issues: operation.

Performance Bond: None Additional Insurance:

Company Point of Contact: Mr. John Moukas Program Management:

Other Contract Issues: None

Power Purchase Agreement (PPA) & Deed of Assignment pursuant to a Public-Private Partnership Associated Contracts: (PPP)

BIOCRUDE TECHNOLOGIES, INC.

GOVERNMENT OF THE AUTONOMOUS ISLAND OF GRANDE COMORE (MORONI)

CONTRACT SUMMARY CONFIDENTIAL BIOCRUDE/MCMUC/AUTONOMOUS BCT/MCMUC/MORONI/ Agreement ISLAND OF GRANDE COMORE/MSW- Transaction Code: AUTONOMOUS ISLAND OF Reference: LC/CA/2016/1 GRANDE COMORE/1

Title of Agreement(s): POWER PURCHASE AGREEMENT (PPA)

LE GESTION DE L'EAU ET DE L'ÉLECTRICITÉ AUX COMORES (MA-MWE) ; (referred to as “Procurer”) BIOCRUDE TECHNOLOGIES, INC.; (referred to as “Vendor”) & MINISTÈRE DE LA PRODUCTION, DE L'ENVIRONNEMENT, DE L'ÉNERGIE, Parties: DE L'INDUSTRIE ET DE L'ARTISANAT DE L’UNION DES COMORES ; MINISTÈRE DES FINANCES, DE L’ÉCONOMIE, DU BUDGET DE L’INVESTISSEMENT ET DU COMMERCE EXTÉRIEUR CHARGÉ DES PRIVATISATIONS DE L’UNION DES COMORES ; (All referred to as “Intervening Parties”)

Date: January 11, 2016 Documentation Signed: Yes

Changes/Amendments: December 10, 2016

Resale of Procured Electricity under “Take or Pay” principle from BioCrude’s MSW- Contract Object: Energy Plant to the Autonomous Island of Grande Comore’s (Government) Power Corporation (MA-MWE).

BioCrude: to procure electricity from its developed MSW-Energy Project, using MSW as feedstock. Principal Obligations and Government: to buy all available electricity (net of project self-consumption needs) Undertakings: from BioCrude. Provide Sovereign Guarantees & Revolving Letter of Credit (1 year’s Revenues) for the Execution of all Agreement Obligations.

Term/Duration: 30 Years Renewal option: 30 Years

Termination Events, Procedures and At end of term or option (to the discretion of BioCrude Technologies, Inc.), or if there is Indemnities: a breach from either party with no remedy related thereto (with penalty associations).

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Yes; to the Discretion of Change of Control Clause: Assignment Restrictions: None BioCrude Technologies, Inc.

Dispute Resolution Governing Law: Ontario, Canada Ontario, Canada Jurisdiction:

Electricity Act: The Autonomous Island of Grande Comore Law n°______

Force majeure: Yes; standard and satisfactory to both parties.

Not applicable; prescribed contract (Grandfathered). Law at signature prevails for Change of law: duration of term and renewal option.

Resale of Electricity rates: Refer to Schedule 1.

Upon presentation of Invoice and offset from Revolving Letter of Credit (RLC); Payment Terms: amount of escrowed RLC is for 12 months of future payment (for duration of 30 year term).

Sovereign Guarantees provided by Government of Autonomous Island of Grande Guarantees: Comore for FULL EXECUTION of their obligations in Contracts.

Limitation on Liability: Yes; only due to Force majeure.

Exclusion of Liability: None

Liquidated Damages: Yes; upon breach of execution of obligations from either party.

Penalties for Non-Performance: None

At end of term or option (to the discretion of BioCrude Technologies, Inc.), or if there is Termination: a breach from either party with no remedy related thereto (with penalty associations).

Intellectual Property Rights: BioCrude Technologies, Inc. (FULL); No intellectual property transfer

Health, Safety & Environmental Obligation to bring installations into compliance at start-up, and sustain throughout Issues: operation.

Regulations regarding Electricity Act Obligation to bring installations into compliance to the standards established by the of Autonomous Island of Grande Electricity Act of Autonomous Island of Grande Comore, at start-up, and sustain Comore: throughout operation.

Performance Bond: None Additional Insurance:

Company Point of Contact: Mr. John Moukas Program Management:

Other Contract Issues: None

Municipal Solid Waste Concession Agreement, Land Lease Agreement & Supply of Treated Sewage / Associated Contracts: Effluent Agreement(s) & Deed of Assignment pursuant to a Public-Private Partnership (PPP)

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The Company is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act

The Company shall continue to be deemed an emerging growth company until the earliest of:

the date on which such issuer has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; (C) or

the date on which such issuer is deemed to be a ‘large accelerated filer’, as defined in section 240.12b-2 of title 17, Code of (D) Federal Regulations, or any successor thereto.’

The Company has irrevocably opted out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the Act.

The Company is also eligible for the above exemptions as a Smaller Reporting Company and therefore the Company will not lose such exemptions if it loses its emerging growth company status unless it also ceases to be a Smaller Reporting company.

Employees

As of June 28, 2017, we have one officer (Mr. John Moukas) who is also a director of the company, and a non-employee director, (Mr. Boris Baran). We have no formal agreements with any of our officer/director for any services.

The majority of business activities have been conducted by Mr. John Moukas and certain independent contractors on a need to need basis (diligent with available resources). As of present, there are no foreign divisions, but BioCrude did open a few corporations abroad to commence lobbying works (e.g. Romania (dormant), Union of the Comoros (new; to establish activity short with)). The Company anticipates that additional employees will be added as needed.

Contractors / Subcontractors

At present, BioCrude utilizes the services of independent contractors / subcontractors on an as needed basis, as opposed to sustaining certain human resources with its limited resources as full time employees. Independent contractors / subcontractors have been used for consulting purposes in the milieus of legal, financial, technical, copywriting and translations as well as for lobbying services. BioCrude is not currently utilizing any subcontractors nor have any been used on a regular basis in the past.

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document It is worthwhile noting that in certain circumstances, some independent contractors / subcontractors are remunerated with stock compensation, if an understanding with the independent contractors / subcontractors is established for same.

Lobbyists, as part of the Company’s governance, are only engaged under the remuneration principle of a success fee basis (lobbying activities for obtaining concession agreements with governments), with certain exceptions of financial compensation, whereby BioCrude (under careful consideration of circumstances and utility) will cover some of the travel expenses of same.

Description of Property

We currently lease office space at 1255 Philips Square, Suite 605, Montreal, Quebec, CA H3B 3G5 as our principal offices. We believe these facilities are in good condition, but that we may need to expand our leased space as our business efforts increase.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with our audited financial statements that appear elsewhere in this prospectus. This prospectus contains certain forward-looking statements and our future operating results could differ materially from those discussed herein. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any such factors or to announce publicly the results of any revisions of the forward -looking statements contained herein to reflect future events or developments. For information regarding risk factors that could have a material adverse effect on our business, refer to the Risk Factors section of this prospectus beginning on page 6.

Going Concern

The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations. Management has plans to seek additional capital through a private placement and public offering of its common stock, if necessary. Our continuing losses and negative working capital raise substantial doubts about our ability to continue as a going concern.

Plan of Operation

With the signing of the Concession Agreements with the country of the Union of the Comoros and the funds raised through this common share offering the Company during the next twelve months will be able to aggressively implement the building of its corporate infrastructure by adding a few key senior managers to oversee the control of the management of the Complexes and the general management of the Company. In addition, technical staff experienced in the management of the Engineering, Procurement, and Construction (“EPC”) activities, a key component in the controlling the successful creation of a Complex will also be hired. The anticipated cost for accomplishing this is approximately $8 million, which includes the provisions for infrastructure development of the Company (construction, fixed assets and equipment procurement), human resource staffing and working capital.

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The crucial factor to the financial success is the rapid successful signing of additional concession agreements. Each such agreement requires an immediate investment in the capital stock of the legal entity created for the purpose of building and subsequently operating the Complex. Additional investments in the capital stock of each Complex totaling ten percent (10%) of the capital expenditure for a given Complex must be made in conjunction with the securing of long-term debt provided by financial institutions (made possible by the sovereign guarantees included in the Concession Agreements). The legal entities created for the Complexes in a given country take a wholly owned subsidiary of a joint venture owned fifty per cent (50%) each by the Company and the local government providing the sovereign guarantee. The Company anticipates the creation of a total of eight (8) subsidiaries and two (2) joint ventures requiring a total of approximately $46 million (note: each joint venture entity requires the upfront payment of a licensing fee on the part of the Company’s joint venture partner, partially offsetting the Company’s investment in the Complex and providing a portion of the funds required to operate the Company and make further investments in additional Complexes).

Asset Management

BioCrude’s capital strategy will be focused in two main areas:

· Implementing operating programs that improve capital efficiency and asset utilization; and

· Pursuing select strategic investment opportunities in waste transformation and resource optimization.

BioCrude seeks to selectively invest growth capital in high-return opportunities that will enhance its ability to support emerging customer and market needs in waste transformation and resource optimization. The investment strategy seeks to leverage core competencies in materials processing to create additional value from the waste stream.

Revenue Streams

The Company has identified five (5) main revenue streams. Revenues derived from each Complex (Plant Operating Revenue) are the largest and most secure as this relies on the long term Concession Agreements.

Plant Operating Revenues

This revenue stream is comprised of the following four (4) elements;

Tipping Fees

In exchange for the provided environmental services, municipalities have to pay a tipping fee per ton of waste delivered by the city to the MSW-Energy Complexes (“Tipping Fees”) based on the long term Concession Agreement on a “Put or Pay” (for full face value) basis.

Sales of Power

In the W2E plant, the waste is processed in RDF (Refuse Derived Fuel) and Biomethanation processes to yield marketable by-products. The RDF and the biogas are used for power generation. The power is sold to the grid based on a long-term contract (Power Purchase Agreement) on a “Take or Pay” (for full face value) basis.

Sales of Carbon Credits

The carbon credits gained by reducing the green gas emission and by producing power based on renewable energy (“Clean Design Mechanism” (CDM)) are sold on the carbon credit market.

Sales of By-Products

The by-products of recycled materials and fertilizer will be marketed and sold to third parties:

Compost will be sold to the farming industry (which, in certain instances, is subsidized by the government), at spot Ø market prices, less 15%. BioCrude may sell any excess product outside of the municipality and/or country.

Ø Recyclables can be sold to entities (local and foreign) engaged in that processing milieu.

In the unlikely event MSW feedstock is not delivered to the Complex, the MSW Agreement ensures that BioCrude is compensated for any shortfall in revenue derived from the sale of electricity and by-products of Compost, ash and recyclables produced by the complex.

Engineering, Procurement and Construction Fees

To ensure that the planned benefits contained in the design of each Complex is realized BioCrude undertakes to supervise the entire EPC process and is compensated accordingly, adhering to industry norms for such expertise.

Servicing Fees

Once the Complex is commercially operational, BioCrude is responsible for the ongoing operation and maintenance of the related facilities. The Company is compensated for supervising this activity in accordance with the terms of the contracts agreed to and signed prior to the commissioning of each Complex.

Licensing Fees

To accelerate the proliferation of the Company’s presence in the W2E market and at the same time reduce the demand on its cash resources BioCrude is willing to license its technology to selected third parties in the form of joint ventures, resulting in another potential source of revenue.

Competition

The market for Waste-to-Energy is dominated manly by Germen, French, American and British companies. Ex.: AE&E Group GmbH, Axpo Kompogas AG, Babcock & Wilcox Volund A/S, Bedminster International Ltd., BiogenGreenfinch, BTA International GmbH, Community Power Corporation, CNIM, Covanta Holding Corporation, EcoCorp Inc., Keppel Integrated Engineering Ltd., North American Power Group Ltd., Organic Waste Systems NV, STRABAG Umweltanlagen GmbH, Veolia Environmental Services, Waste Management Inc., and Wheelabrator Technologies Inc., among others.

During the past 4 years BioCrude has developed a reputation in waste management, a result of R&D of Environmental Technologies (both process and product based) whereby it has enhanced and optimized conventional technologies, augmented by its fungal technology that increases the rate of decomposition of organics. This lead to the development of efficient, cost-effective, and environmentally friendly products, processes and systems for the reformation of waste material and the creation of renewable energy and marketable by-products.

As part of BioCrude’s marketing strategy, BioCrude invests time, effort and resources in order to prepare tailor made prefeasibility studies, presentations & educational literature for municipalities worldwide, and sends corporate delegations to these places for presentation of same, at no expense to these governmental institutions. This attribute of BioCrude’s direct marketing campaign has proven to be very successful. Governments worldwide were not only receptive, but appreciative of BioCrude’s formal and professional address. These efforts have given BioCrude a profound understanding of the challenges faced by governments at all levels in their dealings with waste management issues.

The Company, through its commercialization efforts, has established good relationships with governments and ministries in more than 30 countries in North America, Latin America, Asia, Africa and Europe and received a positive reception when presented with its waste to energy solution for their waste management dilemmas. This produced dozens of Letters of Interest, submitted to BioCrude, by different divisions of Governments (federal/municipal) from different countries, worldwide.

BioCrude, with confidence, aims to be a leader in waste management, having set as its objective, the profitability inherent within the realms of the activities issued of this sector, while building business relationships and social implications within the collectivity’s/ communities that BioCrude is called upon to serve, beyond the environmental and social implications, and beyond the business imperatives.

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document BioCrude has adopted a directive, as part of its corporate governance, to routinely undertake innovative strategic planning initiatives in order to design and implement integrated solid waste systems that are responsive to dynamic demographic and industrial growth needs of municipalities. Strategic planning starts with the formulation of long-term goals based on the local urban needs, followed by a medium and short-term action plan to meet these goals. The strategy and action plans should identify a clear set of integrated actions, responsible parties and needed human, physical and financial resources as part of the waste management solution.

BioCrude has not only demonstrated its proven ability to open up dialogue and develop relationships with the various divisions of Governments worldwide (Administrative and Technical) but has also developed confidence in same for potential and eventual engagement. BioCrude’s Public Relations and Business Development divisions have demonstrated their lobbying abilities as highly effective, efficient and productive in yielding results and establishing goodwill for BioCrude.

At present, the provisioning for waste treatment and “green” reformation of these products into renewable energy sources is regionalized and within a given geographic region of operations, can be competitive. However, we believe that there are no other entities that provide turnkey solutions targeted to all types and sizes of users. However, there are waste treatment providers that may elect to enter into this designated market if our model is successful. We compete on the basis of engineering uniqueness, quality, cost-effectiveness and the increasingly comprehensive and specialized nature of our services, along with the expertise, technology and professional support we offer. While we believe that we will have a competitive cutting-edge advantage by being the most specialized in the market, there can be no assurance that our assumptions regarding our competitive position will be proven correct.

Liquidity and Capital Resources

As of December 31, 2016, we have $168 of current assets. Current liabilities at December 31, 2016 totaled $331,096.

During the years ended December 31, 2016 and 2015, we used cash in operating activities of $158,227 and $19,369, respectively.

During the years ended December 31, 2016 and 2015, we had cash provided by financing activities of $158,182 and $16,560, respectively.

As of March 31, 2017, we have $1,209 of current assets. Current liabilities at March 31, 2017 totaled $381,620.

During the three months ended March 31, 2017 and 2016, we used cash in operating activities of $30,569 and $31,938, respectively.

During the three months ended March 31, 2017 and 2016, we had cash provided by financing activities of $31,429 and $31,860, respectively.

We will require additional capital to meet our liquidity needs. Currently, the Company has determined that its anticipated monthly cash flow needs should not exceed $12,000 per month for twelve months following the filing date of these financial statements.

The Company’s projected capital needs and its projected increase in expenses are based upon the Company’s projected acquisition of Municipal Solid Waste, Land and Supply of Treated Effluent Concessions and Power Purchase Agreements (“PPA”) per facility interests over the coming twelve months; however, in the event that the full offering proceeds are not raised, the Company would acquire the Municipal Solid Waste, Land and Supply of Treated Effluent Concessions and PPA per facility at a slower pace and/or focus its energies on the refinement of existing properties to maximize their productivity. The Company’s success does not depend on a scheduled acquisition and therefore it has flexibility to scale back its expenses to meet actual sources of cash.

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document We anticipate that we will receive sufficient proceeds from investors through this offering, to continue operations for at least the next twelve months; however, there is no assurance that such proceeds will be received and there are no agreements or understandings currently in effect from any potential investors. It is anticipated that the Company will receive increasing revenues from operations in the coming year; however, since the Company has a short history of revenues, it is difficult to anticipate what those revenues might be, if any, and therefore, management has assumed for planning purposes only that it may need to sell common stock, take loans or advances from officers, directors or shareholders or enter into debt financing agreements in order to meet our cash needs over the coming twelve months. The Issuer has no agreements or understandings for any of the above-listed financing options.

The Use of Proceeds section includes a detailed description of the use of proceeds over the differing offering scenarios of 100%, 75%, 50% and 25%. As the Company’s expenses are relatively stable, not incorporating elements of severe force majeure, the Company believes it can fund its present operations with projected revenues together with offering proceeds under any of the offering scenarios. Assuming the full 20,000,000 common shares are issued, raising net proceeds of $31,500,000, the Corporation can continue operating without projected revenues for approximately 14 months. The Company will consider raising additional funds during 2017 through sales of equity, debt and convertible securities, if it is deemed necessary.

BioCrude Technologies USA, Inc. has no intention in investing in short-term or long-term discretionary financial programs of any kind.

The Company’s belief is based on its business model, which in turn is based on assumptions, which may prove to be incorrect. As a result, the Company’s financial resources may not be sufficient to satisfy its capital requirements for this period, and may need to raise additional funds. If additional funds are raised through the issuance of equity, equity-related or debt securities, such securities may have rights, preferences or privileges senior to those of the rights of the common stock and the Company’s shareholders may experience additional dilution. Management cannot be certain that additional financing will be available on favorable terms, when required, if at all. If adequate funds are not available or not available on acceptable terms, the Company may not be able to fund its expansion, promote its brand as desired, take advantage of unanticipated acquisition opportunities, develop or further enhance and/or optimize its products and services or respond to competitive pressures.

In order to commence implementation of the business plan by executing the first set of acquired Concession agreements (with implied PPA) for the implementation of a MSW to Energy complex for the Autonomous Island of Grande Comore, approximately $8 million is required (other engineered options of funding a percentage of the equity in the form of debt for the facility, i.e. contractor funding for EPC and higher debt to equity ratios due to Sovereign Guarantees, amongst other hybrid, financially engineered funding solutions, can reduce the amount required to raise). To continue operations for the pursuit of the aforesaid milestones, a minimum of $1 million is required for the carrying capacity of same.

Results of Operations

For the Years Ended December 31, 2016 and 2015

We have not generated any revenues since inception. As a result, we have reported a net loss of $190,622 and $3,958,227 for the years ended December 31, 2016 and 2015, respectively. The decrease was primarily related to $24,298 of stock-based compensation incurred during the year ended December 31, 2016, compared to $3,828,485 during the year ended December 31, 2015.

For the Three Months Ended March 31, 2017 and 2016

We have reported a net loss of $52,686 and $43,258 for the three months ended March 31, 2017 and 2016, respectively. The increase was primarily related to additional professional fees incurred during the current period related to the Company’s public filings.

Due to the limited nature of the Company’s operations to date, the Company does not believe that past performance is any indication of future performance. The impact on the Company’s revenues of recognized trends and uncertainties in our market will not be recognized until such time as the Company has had sufficient operations to provide a baseline.

We do not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Critical Accounting Policies

The methods, estimates and judgments we use in applying our accounting policies have a significant impact on the results we report in our financial statements, which we discuss under the heading "Results of Operations" following this section of our MD&A. Some of our accounting policies require us to make difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain.

We set forth below those material accounting policies that we believe are the most critical to an investor’s understanding of our financial results and condition and that require complex management judgment.

Stock-Based Compensation

The Company accounts for all share-based payment awards made to employees and directors, based on their fair value. The Company measures share-based compensation to consultants by recognizing the fair value of the awards over the period the services are rendered or goods are provided.

OUR MANAGEMENT Executive Officers

Name Age Position

John Moukas 51 Director, President and CEO Boris Baran 72 Director and Secretary

Directors, Executive Officers, Promoters and Control Persons

John Moukas: B.Sc. Eng., Chairman / CEO; Specializing in early stage technology start-ups, finance and securities (private Ø and public corporations).

Mr. Moukas is a highly-qualified Executive Manager offering more than 22 years of Financial Management, Leadership and Controller experience within the financial market and service industries. Results-Focused and effectual leader with proven ability to turn around financially troubled/distressed companies and to start off new companies from thought inception. Mr. Moukas’ talent for proactively identifying and resolving problems, reversing negative sales trends, controlling costs, automating accounting systems and corporate procedures, maximizing productivity and capability of delivering multi-million dollar profit increases is a definite synergy for BioCrude’s incubation into a flourishing on-going concern.

Mr. Moukas has worked as an independent financial and management consultant since 1995.

Mr. Moukas is the co-founder of 9175 1925 Quebec Inc. (since 2006 until 2012) and founder of BioCrude Technologies, Inc. (Canada), where he has been with same since October 2008 (inception) at the capacity of Chairman/CEO.

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Boris Baran: M.Sc., Director / Secretary; Seasoned Executive with Corporate Development skills, Team Building experience Ø and Corporate Strategist.

Mr. Boris Baran has an extensive 40-year background in IT; Mr. Baran has served in the following related capacities:

Providing solutions to business problems for major corporations by conducting feasibility studies and by designing/ § developing/implementing computer-based information systems. These activities were performed as an independent consultant and as an employee of IBM Canada.

Engaged as a Systems Engineer by IBM Canada, whereby his responsibilities included customer technical support as well § as the marketing of goods and services.

In addition to his industrial experience, Mr. Baran was also a professor of computer information systems at the John Molson School of Business, Concordia University for some 30 years. Apart from his regular teaching activities, he organized and conducted seminars for the business community. Mr. Baran’s personal and business contacts, as well as his acquired marketing skills, have enabled him to secure investors for various business opportunities.

Mr. Baran has been with the John Molson School of Business, Concordia University since September 1981 until June 2010 at the capacity of Professor and has been with BioCrude Technologies, Inc. (Canada) since October 2008 at the capacity of advisor to the Chairman/CEO.

Director Independence

We are not subject to listing requirements of any national securities exchange or national securities association and, as a result, we are not at this time required to have our board comprised of a majority of “independent directors.” Our determination of independence of directors is made using the definition of “independent director” contained in Rule 4200(a) (15) of the Marketplace Rules of the NASDAQ Stock Market (“NASDAQ”), even though such definitions do not currently apply to us because we are not listed on NASDAQ. We have determined that none of our directors currently meet the definition of “independent” as within the meaning of such rules as a result of their current positions as our executive officers.

Significant Employees

We have no significant employees other than the executive officers/directors described above.

Family Relationships

There are no familial relationships between our officer and director.

Involvement in Certain Legal Proceedings

No director, person nominated to become a director, executive officer, promoter or control person of our company has, during the last ten years: (i) been convicted in or is currently subject to a pending a criminal proceeding (excluding traffic violations and other minor offenses); (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to any federal or state securities or banking or commodities laws including, without limitation, in any way limiting involvement in any business activity, or finding any violation with respect to such law, nor (iii) any bankruptcy petition been filed by or against the business of which such person was an executive officer or a general partner, whether at the time of the bankruptcy or for the two years prior thereto.

Summary Compensation Table

The following table sets forth certain information concerning the annual compensation of our Chief Executive Officer and our other executive officers during the last two fiscal years.

(a) (b) (c) (d) (e) (f) (g) (h) (i) (j) Nonqualified Non-equity Name and Principal Stock Option Deferred All Other Total Year Salary* Bonus Incentive Plan Position Awards Awards Compensation compensation Compensation Compensation earnings John Moukas, Chief 2015 $31,400 0 0 0 0 0 0 $ 31,400 Executive Officer President & Director 2016 $26,398 0 0 0 0 0 0 $ 26,938 2017* $ 7,855 0 0 0 0 0 0 $ 7.855

Boris Baran 2015 $ 0 0 $746,121** 0 0 0 0 $ 746,121 Sec. Treas. Dir. 2016 $ 0 0 0 0 0 0 0 $ 0 2017* $ 0 0 0 0 0 0 0 $ 0

*As of March 31, 2017

**Stock Award(s): During the year ended December 31, 2015, the Company issued 1,000,000 shares of the Company’s common stock to Mr. Baran with an aggregate grant date fair value of $746,121, based on the fair value of the Company’s common stock of approximately $0.75 per share, in accordance with FASB Topic 718.

Outstanding Equity Awards at Fiscal Year End. There were no outstanding equity awards as of December 31, 2016.

Compensation of Non-Employee Directors. We currently have only employee directors and no compensation was paid to non-employee directors in the year ended December 31, 2016. We intend to identify qualified candidates to serve on the Board of Directors and to develop a compensation package to offer to members of the Board of Directors and its Committees.

Audit, Compensation and Nominating Committees. As noted above, we intend to apply for listing our common stock on the OTC Electronic Bulletin Board, which does not require companies to maintain audit, compensation or nominating committees. The Company’s shares may never be quoted on the OTC Bulletin Board or listed on an exchange. Considering the fact that we are an early stage company, we do not maintain standing audit, compensation or nominating committees. The functions typically associated with these committees are performed by the entire Board of Directors which currently consists of three members who are not considered independent.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Principal Stockholders, Directors, Nominees and Executive Officers and Related Stockholder Matters

The following table sets forth, as of June 28, 2017, certain information with respect to the beneficial ownership of shares of our common stock by: (i) each person known to us to be the beneficial owner of more than five percent (5%) of our outstanding shares of common stock, (ii) each director or nominee for director of our Company, (iii) each of the executives, and (iv) our directors and executive officers as a group. Unless otherwise indicated, the address of each shareholder is c/o the Company at our principal office address:

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Number of Percent Shares of Address Transaction Type Beneficially Class Beneficial Owner (Account Recorded) Owned (*) (**) John Moukas Historical: Creator, 465 88th Avenue, Laval, (Chairman/CEO) Incubator of Company – Quebec, Canada H7W 38,006,575 76.35 Acquired Stock 3G1 Cerasela Tesleanu Historical Gifted Stock 465 88th Avenue, Laval, (Spouse to John Moukas) from John Moukas’ Quebec, Canada H7W 1,500,000 3.01 holdings 3G1 Mike Mavrigiannakis Convertible Loan & 208 Maupassant DDO (Shareholder: Brother-in-law to John Moukas) Gifted Stock (GS) Quebec, Canada H9G 2,638,000 5.30 3A9 Vickie Moukas Mavrigiannakis Convertible Loan & 208 Maupassant DDO (Shareholder: Sister to John Moukas & Married Gifted Stock (GS) Quebec, Canada H9G 2,638,000 5.30 to Mike Mavrigiannakis) 3A9 Boris Baran Acquired Stock 1008-5350 MacDonald (Secretary/Director) Ave., Montreal, Quebec 1,000,000 2.01 Canada H3X 2V2

Beneficial ownership is determined in accordance with the rules of the SEC which generally attribute “Beneficial Ownership” of securities to persons who possess sole or shared voting power and/or investment power with respect to those securities. Unless (*) otherwise indicated, voting and investment power are exercised solely by the person named above or shared with members of such person’s household. This includes any shares such person has the right to acquire within 60 days.

(**) Percent of class is calculated on the basis of the number of shares outstanding on May 31, 2016: 49,785,343.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

It is our practice and policy to comply with all applicable laws, rules and regulations regarding related person transactions, including the Sarbanes-Oxley Act of 2002. A related person is an executive officer, director or more than 5% stockholder of BioCrude Technologies USA, Inc., including any immediate family members, and any entity owned or controlled by such persons. Our Board of Directors (excluding any interested director) is charged with reviewing and approving all related-person transactions, and a special committee of our Board of Directors is established to negotiate the terms of such transactions. In considering related-person transactions, our Board of Directors takes into account all relevant available facts and circumstances.

Related parties of the Company for which related party transactions occurred.

Transaction Type Amount of Year to Date Name Nature of Relationship (Account Recorded) Stock Amount Date Vickie Moukas Mavrigiannakis Sister to Chairman/ Convertible Loan & 2,138,000 + Aug.1, ‘14 CEO majority Gifted Stock (GS) 500,000 $ 35,000 shareholder (GS) Mike Mavrigiannakis Brother-in-law to Convertible Loan & 2,138,000 + Aug.1, ‘14 Chairman / CEO Gifted Stock (GS) 500,000 $ 35,000 majority shareholder (GS) Cerasela Tesleanu Wife to Chairman/CEO Historical Gifted Dec.29, ‘15 majority shareholder Stock from John 1,500,000 $ 0 Moukas’ holdings

During 2016 and 2015, the Company received $-0- and $45,238, respectively, from John Moukas to finance operations recorded as due to shareholders. These advances are due on demand and bear no interest.

During 2016 and 2015, the Company repaid $-0- and $76,500, respectively, to John Moukas for amounts previously advanced to the Company.

As of December 31, 2016, and 2015, the Company had outstanding amounts due to shareholder of $1,953.

Convertible Debt – Related Parties

As of December 31, 2016, and 2015, the Company had outstanding balances of convertible debt of $-0- and $50,484, respectively.

During the year ended December 31, 2016, the Company agreed to convert $50,484 of outstanding convertible debt – related parties into 4,276,000 shares of the Company’s common stock at $0.01 per share.

During the years ended December 31, 2016 and 2015, the Company recognized total debt discount amortization related to convertible debt – related parties of $-0- and $45,317, respectively.

During the three months ended March 31, 2017, the Company received $8,000 from the issuance of convertible debt to a related party that matures on December 31, 2017, with a conversion rate of $1.60 per share, and an annual interest rate of 5%.

As of March 31, 2017, the Company had outstanding balances of convertible debt – related parties of $8,000.

Loan Interest Name amount in CDN$ (P) (I) Due Date Guarantee Payment Terms Boris Baran Dec. 31, 2016 Unsecured (P+I) at due date $ 40,000 4.00% (balloon pmt.) with prepayment option Chaim (Joshua) Freund Dec. 31, 2016 Unsecured (P+I) at due date $ 35,000 4.00% (balloon pmt.) with prepayment option David Kirsh Dec. 31, 2016 Unsecured (P+I) at due date $ 80,000 4.00% (balloon pmt.) with prepayment option

Refer to Exhibits 10.8, 10.9 and 10.10 for the loan agreements of Boris Baran, Chaim (Joshua) Freund and David Kirsh, respectively.

During 2015, the Company received $115,977 from issuance of loans payable – related parties that matured on December 31, 2016 and have an annual interest rate of 4%. These notes are currently in default.

As of December 31, 2016, and 2015, the Company had $115,272 and $111,786 of outstanding loans payable – related parties, respectively.

As of March 31, 2017, the Company had $116,277 of outstanding loans payable – related parties.

Advances from Related Parties

Periodically, the Company received advances from related parties to fund operations. During 2015, the Company made net payments on advances from related parties of $110,746. During 2016, the Company received net advances from related parties of $108,728. These advances are due on demand and bear no interest.

As of December 31, 2016, and 2015, the Company had $153,177 and $44,449 of outstanding advances from related parties, respectively.

During the three months ended March 31, 2017, the Company made net repayments of its outstanding advances from related parties of $15,391. During the three months ended March 31, 2016, the Company received advances from related parties of $31,860. These advances are due on demand and bear no interest.

As of March 31, 2017, the Company had $137,786 of outstanding advances from related parties.

Director Independence

Our Board of Directors has adopted the definition of “independence” as described under the Sarbanes Oxley Act of 2002 (Sarbanes- Oxley) Section 301, Rule 10A-3 under the Securities Exchange Act of 1934 (the Exchange Act) and NASDAQ Rules 4200 and 4350. Our Board of Directors has determined that its members do not meet the independence requirements.

DESCRIPTION OF CAPITAL STOCK

Authorized and Issued Stock Number of Shares at June 28, 2017 Title of Class Authorized Outstanding

Common stock, $0.001 par value per share 75,000,000 49,807,453

Dividends. Each share of common stock is entitled to receive an equal dividend, if one is declared, which is unlikely. We have never paid dividends on our common stock and do not intend to do so in the foreseeable future. We intend to retain any future earnings to finance our growth. Refer to the Risk Factors section of this prospectus beginning on page 6.

Liquidation. If the Company is liquidated, any assets that remain after the creditors are paid, and the owners of preferred stock receive any liquidation preferences, will be distributed to the owners of our common stock pro-rata.

Voting Rights. Each share of our common stock entitles the owner to one vote. There is no cumulative voting. A simple majority can elect all of the directors at a given meeting and the minority would not be able to elect any directors at that meeting. Preemptive Rights. Owners of our common stock have no preemptive rights. We may sell shares of our common stock to third parties without first offering it to current stockholders.

Redemption Rights. We do not have the right to buy back shares of our common stock except in extraordinary transactions such as mergers and court approved bankruptcy reorganizations. Owners of our common stock do not ordinarily have the right to require us to buy their common stock. We do not have a sinking fund to provide assets for any buy back.

Conversion Rights. Shares of our common stock cannot be converted into any other kind of stock except in extraordinary transactions, such as mergers and court approved bankruptcy reorganizations.

Limitations on Stockholder Actions

Title 7 of the Nevada Revised Statutes ("CRS") provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he is not liable or acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Title 7 of the Nevada Revised Statutes further provides that a corporation similarly may indemnify any such person serving in any such capacity who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit if he is not liable pursuant to Title 7 of the Nevada Revised Statutes or acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court or other court of competent jurisdiction in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court or other court of competent jurisdiction shall deem proper.

Our bylaws provide that it may indemnify its officers, directors, agents and any other persons to the fullest extent permitted by the NRS.

The following table presents information regarding the selling stockholders and the shares that may be sold by them pursuant to this prospectus. See also Security Ownership of Certain Beneficial Owners and Management. These selling shareholders are Underwriters for this offering.

Number of Shares of Shares of Common Number of Common Stock Percentages Shares of Beneficially Last Name Stock Beneficially Beneficially Common Stock Owned After Owned After Being Offered the Offering Owned Prior the Offering(1) No. First Name to Offering(1) 1 Akerhold Inc. 8,000 8,000 0 0 2 Fred Fitzhugh 8,000 8,000 0 0 3 Five F Family Holdings Inc 8,000 8,000 0 0 4 Simcarb Investments Inc. 13,302 13,302 0 0 5 Transcontinental Sales Inc. 8,000 8,000 0 0 6 Benjamin Caron 12,000 12,000 0 0 7 Glenn Caron 4,000 4,000 0 0 8 Plilip Maitlitz 4,000 4,000 0 0 9 7514336 Canada Inc. 25,000 25,000 0 0 10 Robert Lebi 436,000 436,000 0 0 11 Judith Rhea Arbus 51,000 51,000 0 0 12 Arno Hobart 20,835 20,835 0 0 13 Roz Epstein 10,000 10,000 0 0 14 Murray Einhorn 10,835 10,835 0 0 15 Donald Piafsky 13,335 13,335 0 0 16 John Carruthers 13,335 13,335 0 0 17 Ralph Katz 61,670 61,670 0 0 18 David Kirsh 198,000 198,000 0 0 19 Elliot Brodkin 45,000 45,000 0 0 20 1532406 Ontario Inc. 10,000 10,000 0 0 21 Zeev Langburt 10,000 10,000 0 0 22 Joan Nimptsch 20,000 20,000 0 0 23 Eva Gardos 10,000 10,000 0 0 24 Peter Kligman 10,000 10,000 0 0 25 Martin Troster 5,000 5,000 0 0 26 Ann Frances Fisher 10,000 10,000 0 0 27 Paul William Banfield Fisher 10,000 10,000 0 0 28 Admir Xhani 23,530 23,530 0 0 29 Chaim (Joshua) Freund 319,000 319,000 0 0 30 Sam Katz 13,500 13,500 0 0 31 Allan Goldenberg 10,000 10,000 0 0 32 Alvin Tobman 5,000 5,000 0 0 33 Mathew Polak 2,000 2,000 0 0 34 Barry Seidman 54,030 54,030 0 0 35 Morrie Glick 135,000 135,000 0 0 36 Richard Sanders 10,000 10,000 0 0 37 Janice Seamon Molson 10,000 10,000 0 0 38 Dan Jacob 6,670 6,670 0 0 39 Marc Fournier 5,000 5,000 0 0 40 Karim Mihoubi 30,000 30,000 0 0 41 Margaret Gwozdzinsky 5,500 5,500 0 0 42 Antoine Giguere 5,000 5,000 0 0

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 43 Michael Fixman 3,000 3,000 0 0 44 Charles-Francois Tull 10,000 10,000 0 0 45 Trevor Wieskopf 5,000 5,000 0 0 46(1) Boris Baran 1,000,000 1,000,000 0 0 47 Jimmy Sigounis 200,000 200,000 0 0 48 Maria Papas 12,500 12,500 0 0 49 Hoi Lun Chan 100,000 100,000 0 0 50 Robert Gasparoni 100,000 100,000 0 0 51 Danny Di Giovanni 45,000 45,000 0 0 52 Matteo Dimilo 7,000 7,000 0 0 53 Antonio Terrigno 42,000 42,000 0 0 54 Danny Terrigno 10,000 10,000 0 0 55 William Dare 30,000 30,000 0 0 56 Eleftherios Milonas 20,000 20,000 0 0 57 Csaba Demzse 25,000 25,000 0 0 58 Ivan Gardos 44,000 44,000 0 0 59 Solly Karkoukly 50,000 50,000 0 0 60 Edward J. Druker 50,000 50,000 0 0 61 Jamie Randolph 75,000 75,000 0 0 62 Elaine Randolph 75,000 75,000 0 0 63 Raymond Mikhael 30,000 30,000 0 0 64 Peter Rona 25,000 25,000 0 0 65 Dominico Chiovitti 20,000 20,000 0 0 66 Ruby Shulman 5,000 5,000 0 0 67 Veselin Radev 10,000 10,000 0 0 68 Ivan Radev 10,000 10,000 0 0 69 Theresa Port-Louis 20,000 20,000 0 0 70 Marvin Zelikovic 5,000 5,000 0 0 71 Harry Tudor 2,500 2,500 0 0 72 Barry Rose 9,000 9,000 0 0 73 Nick Moukas 300,000 300,000 0 0 74 Maria Moukas 150,000 150,000 0 0 75 Adriana Moukas 100,000 100,000 0 0 76 Chanelle Farzanali 100,000 100,000 0 0 77 Pota Moukas 112,500 112,500 0 0 78(2) Vickie Moukas Mavrigiannakis 2,638,000 500,000 2,138,000 4.29 79(2) Mike Mavrigiannakis 2,638,000 500,000 2,138,000 4.29 80 Kin Chung Tam 10,000 10,000 0 0 81 Kin Sun Tam 15,000 15,000 0 0 82 Heather Haw 10,000 10,000 0 0 83 Chafik Mihoubi 3,000 3,000 0 0 84 Philip Peter Andree 10,000 10,000 0 0 85 Jean Yeung 10,000 10,000 0 0 86 Maroun Khoury 5,000 5,000 0 0 87 Wilcandex Inc. Wilson Ly(Dir) 15,000 15,000 0 0 88 Chris Dimopoulos 10,000 10,000 0 0 89 Sara Annette 10,000 10,000 0 0 90 Ken Montizambert 10,000 10,000 0 0 91 Fadi El Sayegh 5,000 5,000 0 0 92 Zeljko Alavanja 10,000 10,000 0 0 93 Canko Cvetanovski 10,000 10,000 0 0 94 Phyllis Kontogiannos 5,000 5,000 0 0 95 Charles Kamin 5,000 5,000 0 0 96 Tom Poulis 5,000 5,000 0 0 97 Spiros Bakopanos 5,000 5,000 0 0 98 Omar Shadman 20,000 20,000 0 0 99 Catherine Frommer 7,500 7,500 0 0 100 Ruth Cohen 15,000 15,000 0 0

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 101 Janet Lavigueur 18,000 18,000 0 0 102 Nino Samaha 5,000 5,000 0 0 103 Fayssal Rizk 5,000 5,000 0 0 104 Evelyn Kirsh 100,000 100,000 0 0 105 Inga Brodkin 10,000 10,000 0 0 106 Tony Mancino 50,000 50,000 0 0 107 Gino Caron 80,000 80,000 0 0 108 Raphael Amram 7,000 7,000 0 0 109 Nicola Tartaglia 26,000 26,000 0 0 110 Lexsam Prestige Canada Inc. Sammy Vizzi / 6,500 6,500 0 0 CEO 111 Leonard Freedman 2,778 2,778 0 0 112 Harvey Khan 11,250 11,250 0 0 113 Brooke Meghan Penning 4,000 4,000 0 0 114(2) Cerasela Tesleanu 1,500,000 350,000 1,150,000 2.31 115(1) John Moukas 38,006,575 346,575 37,660,000 75.62 116 Allan Falk 15,000 15,000 0 0 117 Richard Friedman 10,500 10,500 0 0 118 0841316 BC Ltd. 2,858 2,858 0 0 119 Constance McAvoy 300 300 0 0 120 Patrizia Posocco 800 800 0 0 121 Micheline Tremblay 1,100 1,100 0 0 122 Tal Savion- 1,250 1,250 0 0 Lemieux TOTAL 49,807,453 6,721,453 43,086,000 (Restricted) 86.51

The number of shares listed in these columns includes all shares beneficially owned by the selling stockholder. (1) Officer or director of the corporation. (2) Family member of Officer or Director of the Company.

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The ownership percentages listed in these columns include only shares beneficially owned by the listed selling stockholder. Beneficial ownership is determined in accordance with the rules of the SEC. In computing the percentage of shares beneficially owned by a selling stockholder, shares of common stock subject to options or warrants, or debt convertible into common stock held by that selling stockholder that was exercisable on or within 60 days after June 28, 2017, were deemed outstanding for the purpose of computing the percentage ownership of that selling stockholder. The ownership percentages are calculated based on the 49,805,103 shares of common stock that were outstanding on June 28, 2017.

All the selling shareholders acquired their shares in the Company as a consequence of the Agreement for the Purchase of Assets by and between the Company and BioCrude (Canada).

Below is a list of the controlling parties of the entity selling shareholders.

Corporation Shareholder Address City Prov./State Country Postal/Zip Shares

Akerhold Inc. Joe Akerman 6800 MacDonald Cote St. Luc Quebec Canada H3X 2Z2 8,000 PH-6 Five F Family Leonard 200-6650 St. Urbain Montreal Quebec Canada H2S 3G9 8,000 Holdings Inc Freedman Simcarb Leonard 200-6650 St. Urbain Montreal Quebec Canada H2S 3G9 8,000 Investments Inc. Freedman Transcontinental Leonard 200-6650 St. Urbain Montreal Quebec Canada H2S 3G9 8,000 Sales Inc. Freedman 7514336 Mitchell 5609 Melling Avenue Cote St. Luc Quebec Canada H4W 2C1 25,000 Canada Inc. White 1532406 Sidonie 1141 Valleybrook Oakville Ontario Canada L6H 4Z9 10,000 Ontario Inc. Berson Drive Lexsam Prestige Sammy Vizzi 100-8725 Pascal Montreal Quebec Canada H1P 1Y5 6,500 Canada Inc. Gagnon Wilcandex Inc. Wilson Ly 901 Rue de la Montreal Quebec Canada H2L 0E2 15,000 Commune Est, # 208 0841316 BC James M. Third Floor, 1600 Bay Victoria BC Canada V8R 2B6 2,858 Ltd. McAvoy Street

PLAN OF DISTRIBUTION

By Selling Stockholders

The selling stockholders and any of its pledgees, donees, transferees, assignees and successors-in-interest may, from time to time, sell any or all of its shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales will be at the fixed price of $1.75 per share. The selling stockholder may use any one or more of the following methods when selling shares:

· ordinary brokerage transactions and transactions in which the broker-dealer solicits investors;

block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block · as principal to facilitate the transaction;

· purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

· an exchange distribution in accordance with the rules of the applicable exchange;

· privately negotiated transactions;

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document · to cover short sales made after the date that this Registration Statement is declared effective by the Commission;

· broker-dealers may agree with the selling stockholder to sell a specified number of such shares at a stipulated price per share;

· a combination of any such methods of sale; and

· any other method permitted pursuant to applicable law.

The selling stockholders will sell their shares of common stock at the fixed price of $1.75 per share.

The selling stockholder may also sell shares under Rule 144 promulgated under the Securities Act, or another exemption from the registration requirements under the Securities Act, if available, rather than under this prospectus.

The issuer and the selling shareholders will sell the common stock being registered in this offering at a fixed price of $1.75 per share. The Company’s shares may never be quoted on the OTC Bulletin Board or listed on an exchange.

Broker-dealers engaged by the selling stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholder (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated.

The selling stockholders may from time to time pledge or grant a security interest in some or all of the shares owned by it and, if it defaults in the performance of their secured obligations, the pledgees or secured parties may offer and sell shares of common stock from time to time under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus.

Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker- dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker -dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In addition, upon the Company being notified in writing by a selling stockholder that a donee or pledgee intends to sell more than 500 shares of common stock, a supplement to this prospectus will be filed if then required in accordance with applicable securities law.

The selling stockholder also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

The selling stockholders and any broker-dealers or agents that are involved in selling the shares are “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Because the selling stockholders are an underwriter within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act. Discounts, concessions, commissions and similar selling expenses, if any, that can be attributed to the sale of Securities will be paid by the selling stockholder and/or the purchasers. The selling stockholder has represented and warranted to the Company that it acquired the securities subject to this registration statement in the ordinary course of the selling stockholder’s business and, at the time of its purchase of such securities the selling stockholder had no agreements or understandings, directly or indirectly, with any person to distribute any such securities.

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The Company has advised the selling stockholders that it may not use shares registered on this Registration Statement to cover short sales of common stock made prior to the date on which this Registration Statement shall have been declared effective by the Commission. If the selling stockholder uses this prospectus for any sale of the common stock, it will be subject to the prospectus delivery requirements of the Securities Act. The selling stockholder will be responsible to comply with the applicable provisions of the Securities Act and Exchange Act, and the rules and regulations thereunder promulgated, including, without limitation, Regulation M, as applicable to such selling stockholder in connection with re-sales of their respective shares under this Registration Statement.

The Company is required to pay all fees and expenses incident to the registration of the shares, but the Company will not receive any proceeds from the sale of the common stock by selling stockholders. The Company has agreed to indemnify the selling stockholder against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

By Our Company

We may sell the Shares subject to this prospectus from time to time in any manner permitted by the Securities Act, through personal contacts, phone, internet phone or voice conference including any one or more of the following ways:

· directly to investors; · to investors through agents; · to dealers, and/or · through one or more underwriters.

While the selling shareholders will sell their shares of common stock at the fixed price of $1.75 per share until the common stock is quoted on OTCBB and thereafter at market prices, the company will sell all shares of common stock at a fixed price of $1.75 per share for the duration of the offering.

The offering of shares by our Company will only be through our officers and directors:

Our officers and directors are not: (a) subject to a statutory disqualification, as that term is defined in section 3(a)(39) of the Act; (b) compensated in connection with his participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities; or (c) at the time of his participation an associated person of a broker or dealer. Mr. John Moukas and Mr. Boris Baran meet the conditions of (a)(4)(ii): he primarily performs, or is intended primarily to perform at the end of the offering, substantial duties for or on behalf of the issuer otherwise than in connection with transactions in securities; was not a broker or dealer, or an associated person of a broker or dealer, within the preceding 12 months; and he does not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on paragraph (a)(4)(i) or (iii) of this section.

None of management is experienced in sales of securities.

Any underwritten offering may be on a best efforts or a firm commitment basis. We may also make direct sales through subscription rights distributed to our stockholders on a pro rata basis, which may or may not be transferable. In any distribution of subscription rights to stockholders, if all of the underlying securities are not subscribed for, we may then sell the unsubscribed securities directly to third parties or may engage the services of one or more underwriters, dealers or agents, including standby underwriters, to sell the unsubscribed securities to third parties. Under agreements into which we may enter, underwriters, dealers and agents who participate in the distribution of the shares of common stock may be entitled to indemnification by us against some liabilities, including liabilities under the Securities Act, or contribution from us to payments which the underwriters, dealers or agents may be required to make. Underwriters, dealers and agents may engage in transactions with us or perform services for us from time to time in the ordinary course of business.

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The distribution of the Shares may be effected from time to time in one or more transactions:

· at a fixed price or prices.

None of the management has material experience in selling securities to investors.

Shares sold pursuant to the registration statement of which this prospectus is a part may not be listed or traded on any exchange or automated quotations system, but may be listed on the OTC Electronic Bulletin Board. The Company’s shares may never be quoted on the OTC Bulletin Board or listed on an exchange. In the sale of the shares, underwriters or agents may receive compensation from us or from purchasers of the shares, for whom they may act as agents, in the form of discounts, concessions or commissions. Underwriters may sell the shares to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. Underwriters, dealers and agents that participate in the distribution of the securities will be underwriters under the Securities Act of 1933, and any discounts or commissions they receive from us and any profit on the resale of securities they realize may be deemed to be underwriting discounts and commissions under the Securities Act.

Each time we sell Shares, we will describe the method of distribution of the Shares in the prospectus supplement relating to such transaction. The applicable prospectus supplement will, where applicable:

· identify any such underwriter or agent; describe any compensation in the form of discounts, concessions, commissions or otherwise received from us by each such · underwriter or agent and in the aggregate to all underwriters and agents; · identify the amounts underwritten; and · identify the nature of the underwriter’s obligation to take the shares.

If underwriters are utilized in the sale of the securities, the Shares may be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at fixed public offering prices or at varying prices determined by the underwriters at the time of the sale. We may offer the shares to the public either through underwriting syndicates represented by managing underwriters or directly by the managing underwriters. If any underwriters are utilized in the sale of the securities, unless otherwise stated in the applicable prospectus supplement, the underwriting agreement will provide that the obligations of the underwriters are subject to specified conditions precedent and that the underwriters with respect to a sale of the shares will be obligated to purchase all of the shares offered if any are purchased.

Until the distribution of the securities is completed, rules of the SEC may limit the ability of any underwriters and selling group members to bid for and purchase the securities. As an exception to these rules, underwriters are permitted to engage in some transactions that stabilize the price of the securities, such as overallotment, stabilizing transactions, short covering transactions and penalty bids in accordance with Regulation M under the Securities Exchange Act of 1934. Over allotment involves sales in excess of the offering size which create a short position. Stabilizing transactions consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of the securities. Short covering transactions involve purchases of the securities in the open market after the distribution is completed to cover short positions. The underwriters may also impose a penalty bid, under which selling concessions allowed to syndicate members or other broker-dealers for securities sold in the offering for their account may be reclaimed by the syndicate if the securities are repurchased by the syndicate in stabilizing or covering transactions. In general, purchases of a security for the purpose of stabilization or to reduce a short position could cause the price of the security to be higher than it might be in the absence of such purchases. The imposition of a penalty bid might also have an effect on the price of a security to the extent that it were to discourage re-sales of the security before the distribution is completed.

We do not make any representation or prediction as to the direction or magnitude of any effect that the transactions described above might have on the price of the securities. In addition, we do not make any representation that underwriters will engage in such transactions or that such transactions, once commenced, will not be discontinued without notice.

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Underwriters, dealers and agents may engage in transactions with us or perform services for us in the ordinary course of business.

If indicated in the applicable prospectus supplement, we will authorize underwriters or other persons acting as our agents to solicit offers by particular institutions to purchase shares from us at the public offering price set forth in such prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on the date or dates stated in such prospectus supplement. Each delayed delivery contract will be for an amount no less than, and the aggregate principal amounts of securities sold under delayed delivery contracts shall be not less nor more than, the respective amounts stated in the applicable prospectus supplement. Institutions with which such contracts, when authorized, may include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and others, but will in all cases be subject to our approval. The obligations of any purchaser under any such contract will be subject to the conditions that (a) the purchase of the shares shall not at the time of delivery be prohibited under the laws of any jurisdiction in the United States to which the purchaser is subject, and (b) if the shares are being sold to underwriters, we shall have sold to the underwriters the total principal amount of the shares less the principal amount thereof covered by the contracts. The underwriters and such other agents will not have any responsibility in respect of the validity or performance of such contracts.

To comply with applicable state securities laws, the shares offered by this prospectus will be sold, if necessary, in such jurisdictions only through registered or licensed brokers or dealers. In addition, shares may not be sold in some states unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

How to Invest:

Subscriptions for purchase of shares offered by this prospectus can be made by completing, signing and delivering to BioCrude Technologies USA, Inc., the following:

1) an executed copy of the Subscription Agreement, available from the Company; and

a check payable to the order of “BioCrude Technologies USA, Inc.” in the amount of $1.75 for each share a Subscriber wants 2) to purchase.

OTC Electronic Bulletin Board Considerations

We intend to apply to have our stock traded on the OTC Electronic Bulletin Board. The Company’s shares may never be quoted on the OTC Bulletin Board or listed on an exchange. The OTC Electronic Bulletin Board is separate and distinct from the NASDAQ stock market and other stock exchanges. NASDAQ has no business relationship with issuers of securities quoted on the OTC Electronic Bulletin Board. The SEC’s order handling rules, which apply to NASDAQ-listed securities, do not apply to securities quoted on the OTC Electronic Bulletin Board.

Although the NASDAQ stock market has rigorous listing standards to ensure the high quality of its issuers, and can delist issuers for not meeting those standards, the OTC Electronic Bulletin Board has no listing standards. Rather, it is the market maker who chooses to quote a security on the system, files the application, and is obligated to comply with keeping information about the issuer in its files. FINRA cannot deny an application by a market maker to quote the stock of a company. The only requirement for inclusion in the OTC Electronic Bulletin Board is that the issuer be current in its reporting requirements with the SEC.

Investors must contact a broker-dealer to trade OTC Electronic Bulletin Board securities. Investors do not have direct access to the bulletin board service. For bulletin board securities, there only has to be one market maker. Bulletin board transactions are conducted almost entirely manually. Because there are no automated systems for negotiating trades on the bulletin board, they are conducted via telephone. In times of heavy market volume, the limitations of this process may result in a significant increase in the time it takes to execute investor orders. Therefore, when investors place market orders — an order to buy or sell a specific number of shares at the current market price — it is possible for the price of a stock to go up or down significantly during the lapse of time between placing a market order and getting execution.

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Because bulletin board stocks are usually not followed by analysts, there may be lower trading volume than for NASDAQ-listed securities.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Title 7 of the CRS provides that directors and officers of Nevada corporations may, under certain circumstances, be indemnified against expenses (including attorneys‘ fees) and other liabilities actually and reasonably incurred by them as a result of any suit brought against them in their capacity as a director or officer, if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if they had no reasonable cause to believe their conduct was unlawful. CRS also provides that directors and officers may also be indemnified against expenses (including attorney’s fees) incurred by them in connection with a derivative suit if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made without court approval if such person was adjudged liable to the corporation.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to the directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities (other than the payment by the small business issuer of expenses incurred or paid by a directors, officers or controlling person of the small business issuer in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

LEGAL OPINION

The validity of the shares offered hereby has been passed upon for us by Elaine A. Dowling, Esq. of EAD Law Group, LLC, 6671 S. Las Vegas Blvd, Building D, Suite 210, Las Vegas, NV 89119, Tel: (702) 761-6769, Fax: (702) 761-6701, E-mail: [email protected].

EXPERTS

The consolidated financial statements of the Company included in this prospectus as of and for the years ended December 31, 2016 and 2015 have been audited by GBH CPAs, PC, 6002 Rogerdale Road, Suite 300, Houston, Texas 77072, an independent registered public accounting firm, to the extent set forth in their report appearing elsewhere herein and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No experts or counsel to the Company have any shares or other interests in BioCrude Technologies USA, Inc.

The issuer is not party to any pending material legal proceedings.

ADDITIONAL INFORMATION

We will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, and will file reports, proxy statements and other information with the SEC. These reports, proxy statements and other information may be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549 and at the SEC’s regional offices located at the Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661, and 233 Broadway, New York, New York 10279. You can obtain copies of these materials from the Public Reference Section of the SEC upon payment of fees prescribed by the SEC. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC’s Web site contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of that site is http://www.sec.gov.

We have filed a Registration Statement on Form S-1 with the SEC under the Securities Act of 1933, as amended, with respect to the securities offered in this prospectus. This prospectus, which is filed as part of a Registration Statement, does not contain all of the information set forth in the Registration Statement, some portions of which have been omitted in accordance with the SEC’s rules and regulations. Statements made in this prospectus as to the contents of any contract, agreement or other document referred to in this prospectus are not necessarily complete and are qualified in their entirety by reference to each such contract, agreement or other document which is filed as an exhibit to the Registration Statement. The Registration Statement may be inspected without charge at the public reference facilities maintained by the SEC, and copies of such materials can be obtained from the Public Reference Section of the SEC at prescribed rates.

For The Years Ended December 31, 2016 and 2015 For The Three Months Ended March 31, 2017 and 2016

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 65

CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2016 AND 2015 66

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015 67

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015 68

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015 69

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 70

CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2017 AND 2016 (UNAUDITED) 75

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE THREE MONTHS ENDED MARCH 31, 2017 AND 2016 (UNAUDITED) 76

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2017 AND 2016 (UNAUDITED) 77

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 78

To the Board of Directors and Stockholders of BioCrude Technologies USA, Inc. (formerly known as BioCrude Technologies, Inc.) Montréal, Québec, Canada

We have audited the accompanying consolidated balance sheets of BioCrude Technologies USA, Inc. (the “Company”) as of December 31, 2016 and 2015 and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ deficit, and cash flows for each of the years then ended. The Company’s management is responsible for these financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of BioCrude Technologies USA, Inc. as of December 31, 2016 and 2015 and the results of its operations and its cash flows for each of the years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that BioCrude Technologies USA, Inc. will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, BioCrude Technologies USA, Inc. has suffered recurring losses from operations and has not yet generated any revenue from operations since inception. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ GBH CPAs, PC

GBH CPAs, PC www.gbhcpas.com Houston, Texas May 25, 2017

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document BIOCRUDE TECHNOLOGIES USA, INC. (FORMERLY KNOWN AS BIOCRUDE TECHNOLOGIES, INC.) CONSOLIDATED BALANCE SHEETS

December 31, December 31, 2016 2015

ASSETS

CURRENT ASSETS Cash $ 168 $ -

TOTAL ASSETS $ 168 $ -

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES Accounts payable and accrued liabilities $ 2,784 $ 14 Accounts payable and accrued liabilities – related parties 175,215 61,009 Convertible debt 37,825 15,145 Convertible debt – related parties - 50,484 Loans payable – related parties 115,272 111,786

TOTAL LIABILITIES 331,096 238,438

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’ DEFICIT Common stock, $0.001 par value, 75,000,000 shares authorized, 49,805,103 and 45,472,843 49,805 45,473 shares issued and outstanding, respectively Additional paid-in capital 5,934,725 5,837,501 Accumulated other comprehensive income 28,700 32,124 Accumulated deficit (6,344,158) (6,153,536) TOTAL STOCKHOLDERS' DEFICIT (330,928) (238,438)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 168 $ -

See accompanying notes to these consolidated financial statements.

2016 2015

REVENUE $ - $ -

OPERATING EXPENSES General and administrative 184,025 3,863,918 Total operating expenses 184,025 3,863,918

LOSS FROM OPERATIONS (184,025) (3,863,918)

Interest expense (6,597) (94,309)

NET LOSS $ (190,622) $ (3,958,227)

Net loss per common share - basic and diluted $ (0.00) $ (0.10)

Weighted average number of common shares outstanding - basic and diluted 48,945,468 40,703,854

COMPREHENSIVE LOSS Net loss $ (190,622) $ (3,958,227) Other comprehensive income (loss) – gain (loss) on foreign currency translation (3,424) 87,354 Total comprehensive loss $ (194,046) $ (3,870,873)

See accompanying notes to these consolidated financial statements.

Accumulated Common Stock Additional Total Other Par Paid-in Comprehensive Accumulated Stockholders’ Shares Value Capital Income (Loss) Deficit Deficit

Balance, December 31, 2014 39,500,000 $ 39,500 $1,262,147 $ (55,230) $ (2,195,309) $ (948,892)

Share-based compensation 5,131,065 5,131 3,823,354 - - 3,828,485

Issuance of common stock for 641,000 641 641,554 - - 642,195 subscriptions payable

Issuance of common stock for debt 167,778 168 62,472 - - 62,640 conversion

Debt discount on issuance of convertible - - 22,364 - - 22,364 debt

Proceeds from issuance of common stock 33,000 33 25,610 - - 25,643 for cash

Gain on foreign currency translation - - - 87,354 - 87,354

Net loss - - - - (3,958,227) (3,958,227)

Balance, December 31, 2015 45,472,843 45,473 5,837,501 32,124 (6,153,536) (238,438)

Share-based compensation 24,100 24 24,274 - - 24,298

Issuance of common stock for debt 4,305,302 4,305 67,951 - - 72,256 conversion

Proceeds from issuance of common stock 2,858 3 4,999 - - 5,002 for cash

Loss on foreign currency translation - - - (3,424) - (3,424)

Net loss - - - - (190,622) (190,622)

Balance, December 31, 2016 49,805,103 $ 49,805 $5,934,725 $ 28,700 $ (6,344,158) $ (330,928)

See accompanying notes to these consolidated financial statements.

2016 2015 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (190,622) $ (3,958,227) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation 24,298 3,828,485 Amortization of debt discount - 89,409 Changes in operating assets and liabilities: Accounts payable and accrued liabilities 2,770 14 Accounts payable and accrued liabilities – related party 5,327 20,950 Net cash used in operating activities (158,227) (19,369)

CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from (repayments of) related party advances 108,728 (110,746) Proceeds from borrowings from shareholder - 45,238 Principal payments on borrowings from shareholder - (76,500) Proceeds from issuance of convertible debts 44,452 16,948 Proceeds from issuance of loans payable – related parties - 115,977 Proceeds from sales of common stock 5,002 25,643 Net cash provided by financing activities 158,182 16,560

Impact on cash from foreign currency translation 213 2,809

NET INCREASE IN CASH 168 -

CASH AT BEGINNING OF YEAR - -

CASH AT END OF YEAR $ 168 $ -

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION: Cash paid for income taxes $ - $ - Cash paid for interest expense $ - $ -

NONCASH INVESTING AND FINANCING ACTIVITIES: Issuance of common stock for subscriptions payable $ - $ 642,195 Beneficial conversion feature discount related to the issuance of convertible debt $ - $ 22,364 Conversion of convertible debt to subscriptions payable $ - $ 62,640 Conversion of amounts due to shareholder to convertible debt $ 72,256 $ 20,000

See accompanying notes to these consolidated financial statements.

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION

Organization

BioCrude Technologies USA, Inc. (the “Company” and/or “BioCrude”) was originally organized in the State of Nevada on August 4, 2015 and is a startup company that provides consulting as well as supplies waste management services, more particularly, with specialization in the Waste to Energy (“W2E”) milieu. The mission and ethos of the Company is to acquire the necessary Concessions from appropriate Governmental Authorities of municipalities/countries responsible for same, in order for the Company to implement its technical expertise and knowhow to develop its proposed “Integrated Municipal Solid Waste (“MSW”) to Renewable Energy Complex” for the treatment and disposal of MSW for municipal applications.

On November 8, 2016, the Company received its “Certificate of Amendment to Articles of Incorporation” pursuant to NRS 78.385 and 78.390 to its request for a name change from “BioCrude Technologies, Inc.” to “BioCrude Technologies USA, Inc.”, while still doing business as “BioCrude Technologies, Inc.”

All of the initial common shares, 6,575 shares, issued by the Company on August 10, 2015 (date of Incorporation/Organization) were held by John Moukas.

BioCrude Technologies, Inc. (Canada) (“BioCrude Canada”) is a Corporation duly organized under the laws of Canada.

39,500,000 shares of BioCrude Canada were issued to John Moukas from BioCrude Canada (and he transferred 1,500,000 shares to Cerasela Tesleanu on December 18, 2015).

On December 29, 2015, the Company purchased all of the assets of BioCrude Canada, at zero book value, under the following purchase terms. The total price paid by the Company to the BioCrude Canada for all the assets of BioCrude Canada was 39,500,000 shares of the Company’s common stock and the assumption of the all of the loans and convertible loans of the BioCrude Canada, provided that any and all references therein to the rights of the creditors to convert their respective outstanding loan amounts in accordance with the terms of the convertible loans and loans into equity of BioCrude Canada shall be adjusted and amended to reflect the outstanding amounts convertible or exchangeable, as the case may be, into the same amount of shares of the Company, all with the same terms and conditions set out in the respective agreements. The Company is obligated to execute all of the “Outstanding Subscriptions” assumed, and issue 674,000 shares of its common stock to the respective subscribers, respecting the terms, conditions and caveats of the Subscription Agreements, as established, by and between each subscriber and BioCrude Canada. For accounting purposes, the transaction between the Company and BioCrude Canada was a transaction between two entities under common control, so for accounting purposes, these two companies are consolidated under generally accepted accounting principles (“GAAP”).

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements of the Company have been prepared in accordance with GAAP in the United States of America and the rules of the Securities and Exchange Commission (“SEC”).

The consolidated financial statements herein have been prepared in accordance with GAAP and include the accounts of the Company and those of its wholly-owned subsidiaries as follows: 9175 1925 Quebec Inc., a Canadian corporation and BioCrude Canada. All significant intercompany accounts and transactions have been eliminated.

As of December 31, 2016, the Company had an accumulated deficit of $6,334,158 and negative working capital of $330,928. Losses have principally occurred as a result of the substantial resources required for compensation, professional fees, and marketing of the Company’s products which included the general and administrative expenses associated with its organization and product development. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the filing date of these financial statements. These financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of these uncertainties. Management plans to obtain additional funding through cash proceeds from the issuance of the Company’s common stock, additional advances from related parties, and the implementation of its strategic plan to allow the opportunity for the Company to continue as a going concern.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

Preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management’s estimates and assumptions.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.

Stock-Based Compensation

Loss per Share

Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. The Company excluded 28,000 and 4,300,000 of potentially issuable shares of common stock related to convertible debt due to their anti-dilutive effect for the years ended December 31, 2016 and 2015, respectively.

Income Taxes

The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Foreign Currency

The Company accounts for its foreign currency translation gains and losses as other comprehensive income (loss) included in equity.

In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30) - Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 amends previous guidance to require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The standard is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been previously issued. The Company expects that the affected amounts on its balance sheets will be reclassified within the balance sheets upon adoption of this ASU to conform to this standard.

In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The new standard requires management to assess the company’s ability to continue as a going concern. Disclosures are required if there is substantial doubt as to the company’s continuation as a going concern within one year after the issue date of financial statements. The standard provides guidance for making the assessment, including consideration of management’s plans which may alleviate doubt regarding the company’s ability to continue as a going concern. ASU 2014-15 is effective for years ending after December 15, 2016. The Company has adopted this standard for the year ended December 31, 2016, and management has concluded that there is substantial doubt as to the Company’s continuation as a going concern within one year after the issue date of the financial statements.

The Company does not expect the adoption of any other recently issued accounting pronouncements to have a material impact on its financial statements.

Subsequent Events

The Company has evaluated all transactions from December 31, 2016 through June 28, 2017, the financial statement issuance date for subsequent disclosure consideration.

NOTE 4 – NOTES PAYABLE

Due to Shareholders

During 2016 and 2015, the Company repaid $-0- and $76,500, respectively, to John Moukas for amounts previously advanced to the Company.

As of December 31, 2016, and 2015, the Company had outstanding amounts due to shareholders included in accounts payable and accrued liabilities – related parties of $1,953.

Convertible Debt

During 2015, the Company received gross proceeds of $16,948 from the issuance of convertible debt to third parties with a maturity date of December 31, 2016, a conversion rates ranging from $CDN 0.85 to $CDN 1.00 per share, and had an annual interest rate of 7%. The Company recognized a discount for the beneficial conversion feature associated with these notes of $2,364 due to the conversion price of the note being lower than the fair value of the Company’s common stock. During 2015, the Company converted a portion of this debt into 2,778 shares of the Company’s common stock. These notes are currently in default.

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document On December 29, 2015, the Company amended several outstanding note agreements with several shareholders, that had previously matured on July 30, 2013, and an outstanding balance of $20,000, included in due to shareholder, to be convertible with an amended maturity date of December 31, 2016, with a conversion rate of $0.27 per share, and had an annual interest rate of 7%. The Company recognized a discount for the beneficial conversion feature associated with these notes of $20,000 due to the conversion price of the note being lower than the fair value of the Company’s common stock. During 2015, the Company converted these notes into 75,000 shares of the Company’s common stock.

During the year ended December 31, 2016, the Company received gross proceeds of $44,452 from the issuance of convertible debt to third parties that mature on December 31, 2017, with conversion rates ranging from $1.25 to $1.65 per share, and annual interest rates ranging from 4% to 10%. During 2016, the Company converted $21,722 of these notes into 29,302 shares of the Company’s common stock.

As of December 31, 2016, and 2015, the Company had outstanding balances of convertible debt of $37,825 and $15,145, respectively.

Convertible Debt – Related Parties

As of December 31, 2016, and 2015, the Company had outstanding balances of convertible debt of $-0- and $50,484, respectively. During 2016, the Company converted $50,484 of these notes into 4,276,000 shares of the Company’s common stock.

During the years ended December 31, 2016 and 2015, the Company recognized total debt discount amortization of $-0- and $89,409, respectively.

Loans Payable – Related Parties

During 2015, the Company received $115,977 from issuance of loans payable – related parties that mature on December 31, 2016 and have an annual interest rate of 4%.

As of December 31, 2016, and 2015, the Company had $115,272 and $111,786 of outstanding loans payable – related parties, respectively.

NOTE 5 – OTHER RELATED PARTY TRANSACTIONS

As of December 31, 2016, and 2015, the Company had $153,177 and $44,449, respectively, of outstanding advances from related parties that were included in accounts payable and accrued liabilities – related parties.

NOTE 6 – STOCKHOLDERS’ DEFICIT

The Company is authorized to issue up to 75,000,000 shares of common stock at par value $0.001 per share. As of December 31, 2016, and 2015, the Company had 49,805,103 and 45,472,843 shares of the Company’s common stock issued and outstanding.

During 2015, the Company issued 5,131,065 shares of common stock to certain third parties and related parties for services. The Company valued these shares using the grant date fair value of the Company’s common stock of approximately $0.75 per share and recorded an aggregate grant date fair value of $3,828,485 to stock-based compensation expense. Included in 5,131,065 shares of common stock issued for services, 1,000,000 shares, with an aggregate grant date fair value of $746,121, were issued to Mr. Baran, the Company’s Director / Secretary, for his services.

During 2015, the Company issued 33,000 shares of the Company’s common stock for cash of $25,643 previously received and 167,778 shares of the Company’s common stock for the conversion of $62,640 of the Company’s outstanding convertible debt.

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document During 2016, the Company issued 24,100 shares of common stock to certain third parties for services with a grant date fair value of approximately $1.00 per share and recorded an aggregate grant date fair value of $24,298 to stock-based compensation expense.

During 2016, the Company agreed to issue 2,858 shares of the Company’s common stock for cash proceeds of $5,002 and 4,305,302 shares of the Company’s common stock for conversion of $72,256 of the Company’s outstanding convertible debt.

NOTE 7 – INCOME TAXES

As of December 31, 2016, the Company had a total tax net operating loss of $1,102,710 that can be carried forward to reduce future years’ taxable income. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards. The Company’s total net operating loss carrying forwards, if not utilized, will begin to expire, beginning in 2028.

NOTE 8 – SUBSEQUENT EVENTS

In 2017, the Company entered into several convertible debt agreements with a total principal balance of $46,820 that mature on December 31, 2017, with conversion rates of $1.60 per share, and annual interest rates of 5%.

In 2017, the Company issued 2,350 shares of the Company’s common stock for services with an aggregate grant date fair value of $4,113.

March 31, December 31, 2017 2016

ASSETS

CURRENT ASSETS Cash $ 1,209 $ 168

TOTAL ASSETS $ 1,209 $ 168

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES Accounts payable and accrued liabilities $ 19,583 $ 2,784 Accounts payable and accrued liabilities – related parties 161,115 175,215 Convertible debt 76,645 37,825 Convertible debt – related parties 8,000 - Loans payable – related parties 116,277 115,272

TOTAL LIABILITIES 381,620 331,096

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’ DEFICIT Common stock, $0.001 par value, 75,000,000 shares authorized, 49,807,453 and 49,805,103 49,807 49,805 shares issued and outstanding, respectively Additional paid-in capital 5,938,836 5,934,725 Accumulated other comprehensive income 27,790 28,700 Accumulated deficit (6,396,844) (6,344,158) TOTAL STOCKHOLDERS' DEFICIT (380,411) (330,928)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 1,209 $ 168

See accompanying notes to these consolidated financial statements.

2017 2016

REVENUE $ - $ -

OPERATING EXPENSES General and administrative 50,487 41,186 Total operating expenses 50,487 41,186

LOSS FROM OPERATIONS (50,487) (41,186)

Interest expense (2,199) (2,072)

NET LOSS $ (52,686) $ (43,258)

Net loss per common share - basic and diluted $ (0.00) $ (0.00)

Weighted average number of common shares outstanding - basic and diluted 49,806,183 46,332,085

COMPREHENSIVE LOSS Net loss $ (52,686) $ (43,258) Other comprehensive loss – loss on foreign currency translation (910) (7,604) Total comprehensive loss $ (53,596) $ (50,862)

See accompanying notes to these consolidated financial statements.

2017 2016 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (52,686) $ (43,258) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation 4,113 9,248 Changes in operating assets and liabilities: Accounts payable and accrued liabilities 16,799 166 Accounts payable and accrued liabilities – related party 1,205 1,906 Net cash used in operating activities (30,569) (31,938)

CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from (repayments of) related party advances (15,391) 31,860 Proceeds from issuance of convertible debts 38,820 - Proceeds from issuance of loans payable – related parties 8,000 - Net cash provided by financing activities 31,429 31,860

Impact on cash from foreign currency translation 181 78

NET INCREASE IN CASH 1,041 -

CASH AT BEGINNING OF PERIOD 168 -

CASH AT END OF PERIOD $ 1,209 $ -

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION: Cash paid for income taxes $ - $ - Cash paid for interest expense $ - $ -

NONCASH INVESTING AND FINANCING ACTIVITIES: Conversion of convertible debt to common stock $ - $ 65,629

See accompanying notes to these consolidated financial statements.

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document BIOCRUDE TECHNOLOGIES USA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION

Organization

BioCrude Technologies, Inc. (Canada) (“BioCrude Canada”) is a Corporation duly organized under the laws of Canada.

On December 29, 2015, the Company purchased all of the assets of BioCrude Canada, at zero book value, under the following purchase terms. The total price paid by the Company to the BioCrude Canada for all the assets of BioCrude Canada was 39,500,000 shares of the Company’s common stock and the assumption of all of the loans and convertible loans of BioCrude Canada, provided that any and all references therein to the rights of the creditors to convert their respective outstanding loan amounts in accordance with the terms of the convertible loans and loans into equity of BioCrude Canada shall be adjusted and amended to reflect the outstanding amounts convertible or exchangeable, as the case may be, into the same amount of shares of the Company, all with the same terms and conditions set out in the respective agreements. The Company is obligated to execute all of the “Outstanding Subscriptions” assumed, and issue 674,000 shares of its common stock to the respective subscribers, respecting the terms, conditions and caveats of the Subscription Agreements, as established, by and between each subscriber and BioCrude Canada. For accounting purposes, the transaction between the Company and BioCrude Canada was done by two entities under common control, so for accounting purposes, two companies are recorded at historical carrying values.

Interim Financial Statements

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim information under Regulation S-K. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments consisting of a normal and recurring nature considered necessary for a fair presentation have been included. Operating results for the three-month period ended March 31, 2017 may not necessarily be indicative of the results that may be expected for the year ending December 31, 2017. These unaudited interim financial statements should be read in conjunction with the audited financial statements of the Company for the years ended December 31, 2016 and 2015, and notes thereto contained in this prospectus.

Basis of Presentation and Principles of Consolidation

The consolidated financial statements herein include the accounts of the Company and those of its wholly-owned subsidiaries as follows: 9175 1925 Quebec Inc., a Canadian corporation and BioCrude Canada. All significant intercompany accounts and transactions have been eliminated.

As of March 31, 2017, the Company had an accumulated deficit of $6,396,844 and negative working capital of $380,411. Losses have principally occurred as a result of the substantial resources required for research and development and marketing of the Company’s products which included the general and administrative expenses associated with its organization and product development. These conditions raise substantial doubt about the Company’s ability to continue as a going concern from the filing date of these financial statements. These financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of these uncertainties. Management plans to obtain additional funding and implement its strategic plan to allow the opportunity for the Company to continue as a going concern.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.

Stock-Based Compensation

Loss per Share

Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. The Company excluded 57,000 and -0- of potentially issuable shares of common stock related to convertible debt due to their anti-dilutive effect for the nine months ended March 31, 2017 and 2016, respectively.

Income Taxes

Foreign Currency

The Company accounts for its foreign currency transaction gains and losses as other comprehensive income (loss) included in equity.

The Company does not expect the adoption of any other recently issued accounting pronouncements to have a material impact on its financial statements.

Subsequent Events

The Company has evaluated all transactions from March 31, 2017 through June 28, 2017, the financial statement issuance date, for subsequent event disclosure consideration.

NOTE 4 – LOANS PAYABLE

Due to Shareholders

During the three months ended March 31, 2017 and 2016, the Company received no additional from John Moukas, the Company’s Chief Executive Officer, to finance its operations recorded as due to shareholders.

During the three months ended March 31, 2017 and 2016, the Company repaid $-0- to John Moukas for amounts previously advanced to the Company.

As of March 31, 2017, and December 31, 2016, the Company had outstanding amounts due to shareholders of $1,953 that were included in accounts payable and accrued liabilities – related parties. These advances are due on demand and bear no interest.

Convertible Debt

During the three months ended March 31, 2016, the Company agreed to convert $15,145 of outstanding convertible debt into 24,000 shares of the Company’s common stock at $0.63 per share.

During the three months ended March 31, 2017, the Company received gross proceeds of $38,820 from the issuance of convertible debt to third parties that mature on December 31, 2017, have an annual interest rate of 5%, and are convertible into common stock at $1.60 per share.

As of March 31, 2017, and December 31, 2016, the Company had outstanding balances of convertible debt of $76,645 and $37,825, respectively.

During the three months ended March 31, 2016, the Company agreed to convert $50,484 of outstanding convertible debt – related parties into 4,276,000 shares of the Company’s common stock at $0.01 per share.

During the three months ended March 31, 2017, the Company received gross proceeds of $8,000 from the issuance of convertible debt to a related party that matures on December 31, 2017, has an annual interest rate of 5%, and is convertible into common stock at $1.60 per share.

As of March 31, 2017, and December 31, 2016, the Company had outstanding balances of convertible debt – related parties of $8,000 and $-0-, respectively.

Loans Payable – Related Parties

As of March 31, 2017, and December 31, 2016, the Company had $116,277 and $115,272 of outstanding loans payable – related parties, respectively.

NOTE 5 – RELATED PARTY TRANSACTIONS

As of March 31, 2017, and December 31, 2016, the Company had $137,786 and $153,177, respectively, of outstanding advances from related parties that were included in accounts payable and accrued liabilities – related parties.

NOTE 6 – STOCKHOLDERS’ DEFICIT

The Company is authorized to issue up to 75,000,000 shares of common stock at par value $0.001 per share. As of March 31, 2017, and December 31, 2016, the Company had 49,807,453 and 49,805,103 shares of common stock issued and outstanding, respectively.

During the three months ended March 31, 2017, the Company issued 2,350 shares of common stock to third parties for services with a fair value based on the value of the services performed of $4,113.

Until ______, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

Item 1: Other Expenses of Issuance and Distribution

The following table sets forth the expenses expected to be incurred in connection with the issuance and distribution of the securities being registered (also included in the Use of Proceeds table).

SEC Registration $ 5,419 Legal Fees and Expenses 12,965 Accounting Fees 24,250 Transfer Agent Fees 3,960 Edgar Service Fees 8,153 Miscellaneous* 1,253 Total $ 56,000 * Estimated

The Issuer will pay all fees and expenses associated with this offering with the Selling Shareholders paying none of the expenses.

Item 2: Indemnification of Directors and Officers

Our bylaws, which appear in Exhibit 3.2, contain provisions which require that the Company indemnify its officers, directors, employees and agents, in substantially the same language as Title 7 of the CRS. Article 12 of the Company’s Articles of Incorporation provides for the Company’s ability to indemnify its officers, directors, employees and agents, subject to the limitations provided in CRS, for expenses actually and reasonably incurred. No indemnification shall be made if the proposed party has been adjudged to be liable to the Company or where the matter was settled without court approval. Indemnification must be made upon a determination by a majority of the uninterested Board, and if not available, by the shareholders or by a court of competent jurisdiction.

Item 3: Recent Sales of Unregistered Securities

Between August 4, 2015 and March 31, 2017, we have issued all of the outstanding shares, as well as all executed convertible loans of the Company to any entitled investors. The issuances of shares to investors are exempt from registration under Sections 4(2) and 4(6) of the Securities Act and Regulation D. The shares bear a restrictive transfer legend. These transactions (a) involved no general solicitation and each investor had knowledge of all material facts about the issuer. Each purchaser was given the opportunity to ask questions of us. Thus, we believe that the offering was exempt from registration under Regulation D, Rule 505 of the Securities Act of 1933, as amended.

Item 4: Exhibits

Exhibit Number Exhibit Description

3.1 Articles of Incorporation of BioCrude Technologies, Inc., dated August 4, 2015 3.2 Bylaws of BioCrude Technologies, Inc., dated August 4, 2015 3.3 Certificate of Amendment (Pursuant to NRS 78.385 and 78.390) 5.1 Opinion Letter of Elaine A. Dowling, Esq. 10.7 Subscription Agreement 10.8 Loan Agreement: Boris Baran 10.9 Loan Agreement: Chaim (Joshua) Freund 10.10 Loan Agreement: David Kirsh

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 10.11 Contract: Deed of Assignment pursuant to a Public–Private partnership (PPP) - [Redacted (excerpts privy to Company) in accordance to the FOIA Confidential Treatment Request (CTR) pursuant to Rule 406 of the Securities Act, and as filed with the Office of the Secretary of the United States Securities and Exchange Commission (SEC), with face and signature pages] 10.12 Contract: Power Purchase Agreement (PPA) - [Redacted (excerpts privy to Company) in accordance to the FOIA Confidential Treatment Request (CTR) pursuant to Rule 406 of the Securities Act, and as filed with the Office of the Secretary of the United States Securities and Exchange Commission (SEC), with face and signature pages] Contract: Municipal Solid Waste Concession Agreement, Land Lease Agreement & Supply of Treated Sewage/ Effluent Agreement 10.13 - [Redacted (excerpts privy to Company) in accordance to the FOIA Confidential Treatment Request (CTR) pursuant to Rule 406 of the Securities Act, and as filed with the Office of the Secretary of the United States Securities and Exchange Commission (SEC), with face and signature pages] 23.1 Consent Letter of GBH CPAs, PC

Item 5: Undertakings

The undersigned hereby undertakes:

(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to:

(i) include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any (ii) deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424 (b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) include any additional or changed material information on the plan of distribution.

that for determining liability under the Securities Act, to treat each post-effective amendment as a new registration statement of (2) the securities offered, and the offering of the securities at that time to be the initial bona fide offering.

(3) to file a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.

that for determining liability of the undersigned small business issuer under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned small business issuer undertakes that in a primary offering of securities of the undersigned small business issuer pursuant to this registration statement, regardless of the underwriting method used to (4) sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned small business issuer will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

Any preliminary prospectus or prospectus of the undersigned small business issuer relating to the offering required to (i) be filed pursuant to Rule 424;

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned small business issuer (ii) or used or referred to by the undersigned small business issuer;

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The portion of any other free writing prospectus relating to the offering containing material information about the (iii) undersigned small business issuer or its securities provided by or on behalf of the undersigned small business issuer; and

(iv) Any other communication that is an offer in the offering made by the undersigned small business issuer to the purchaser

Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or (5) deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a directors, officers or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Montreal, Quebec, Canada on June 28, 2017.

BioCrude Technologies USA, Inc.

By: /s/ John Moukas John Moukas Chairman of the Board, Principal Executive Officer, Principal Accounting Officer, Principal Financial Officer

By: /s/ Boris Baran Boris Baran Secretary/Director

For the Construction of an Integrated Municipal Solid Waste to Energy Complex in Moroni, Autonomous Island of Grande Comore, Union of the Comoros

GOUVERNORAT DE L’ÎLE AUTONOME DE LA GRANDE COMORE (« Assignor »)

BIOCRUDE TECHNOLOGIES, INC. (“Assignee”)

AGREEMENT REFERENCE: DEED-ASSIGNMENT/MSW-DAA/CA/2016/1

TRANSACTION CODE: BCT/MCMUC/MORONI/UNION DES COMORES /1

CONTRACT GENERATION: 01

Initials: ______Initials: ______

DEED OF ASSIGNMENT PURSUANT TO PRIVATE-PUBLIC PARTNERSHIP

AGREEMENT REFERENCE: DEED-ASSIGNMENT/MSW-DAA/CA/2016/1

TRANSACTION CODE: BCT/MCMUC/MORONI/UNION DES COMORES/1

DATE: December __, 2016

This Deed of Assignment (DA) pursuant to a Private-Public Partnership (PPP), as defined by the Governorate of the Autonomous Island of Grande Comore, Union of the Comoros and elaborated hereunder, sets forth the basic understandings between:

GOVERNORATE OF THE AUTONOMOUS ISLAND OF GRANDE COMORE, a Statutory Body constituted under Comorian Law, (hereinafter referred to as “Assignor”, which expression shall, unless repugnant to the context or meaning thereof, mean and include its successors and assigns) and having its office at Route de Moroni- Itsandra, Moroni, Autonomous Island of Grande Comore, Union of the Comoros, duly represented by the Governor, The Honourable HASSANI Hamadi, the Commissioner of the “Commissariat à l’Environnement, à l’Urbanisme, au FIRST PARTY Développement Durable et à l’Energie, à l’Emploi, à l’Entreprenariat et à la Solidarité”, Mr. Mohamed Abdou MLANAO, the Commissioner of the “Commissariat à la Sécurité intérieure, à la Fonction Publique, à l’Administration des Collectivités Territoriales Décentralisées, à la Réforme Administrative, chargé de l’Information”, Ms. Maissara Adam MONDOHA, and the Commissioner of the “Commissariat aux Finances, au Budget, à l’Economie, au Commerce Intérieur, à l’Industrie, au Plan, chargé de la promotion des Investissements”, Mr. Said Ahamada YOUSSOUF, by virtue of Resolution ad hoc;

AND

BIOCRUDE TECHNOLOGIES, INC, a Corporation duly organized under the laws of Canada (hereinafter called “Assignee”) having its principle office at 1255 Phillips Square, Suite 605, SECOND PARTY Montreal, Quebec, Canada H3B 3G5, herein duly represented by the President and CEO, Mr. John MOUKAS, by virtue of corporate resolution ad hoc.

Hereinafter collectively called the “Parties”

PREAMBLE

Assignee is an environmental services company specializing in the waste reformation milieu. Assignee has developed efficient, cost-effective, and environmentally friendly products, systems and WHEREAS processes for the reformation of waste material (MSW and Sewage Sludge, amongst other types of waste), waste management and the creation of renewable energy sources and resalable by-products (hereinafter the “Technology”);

Initials: ______Initials: ______Strictly Confidential Property of BioCrude Technologies, Inc.

The Assignor has a residual materials (MSW and Sewage Sludge Waste) management plan and is desirous of having its MSW and sewage sludge managed, treated and procured with environmentally WHEREAS friendly technologies into renewable resources and not land filled, while achieving rigid standards for emissions, water contamination (leachate), human safety standards and environmental protection, while augmenting its waste processing management and disposal capabilities;

Relating to Assignee’s proposal for the implementation of Integrated MSW-Energy Complexes for the Autonomous Island of Grande Comore, Union of the Comoros (Moroni) and the whole of the inter-related presented documents (Proposal, Power Point Presentations, Executive Summaries, WHEREAS concessions (MSW – Land - Supply of Water, Power Purchase Agreement “PPA”, etc.)), in which Assignee proposes the construction of Waste to Energy facilities for the management, treatment and transformation of waste in the Autonomous Island of Grande Comore, Union of the Comoros (called “the project” hereafter), according to the determination of Assignee;

The Assignor has considered the advantages generated by the implementation of Integrated MSW – Energy Complex in Moroni, Autonomous Island of Grande Comore, Union of the Comoros, with respect to Environmental, Economic, Social and Technological well-being, as well as being in conformity to the standards of a “Clean Design Mechanism”, defined by the UNFCCC (Kyoto Accord); Refer to the “Implementation of an Integrated Municipal Waste to Energy Processing WHEREAS Complex” proposals for all of the above mentioned cities, to handle for MSW management and to the Concession Agreements for the MSW – Land - Supply of Water, Power Purchase Agreement “PPA”, etc.; whereby Assignor acknowledges receipt, has reviewed and is satisfied for full execution across the country of the Autonomous Island of Grande Comore, Union of the Comoros), and is desirous, by these presences in engaging with Assignee for the realization of same;

The Assignor is conscientious and eager to coordinate its efforts to create a positive synergy with Assignee for the successful realization of said Integrated MSW-Energy Complex in the Autonomous Island of Grande Comore, Union of the Comoros for the remedy of the Autonomous Island of Grande Comore, Union of the Comoros’s Waste Management Dilemmas, and as such, the WHEREAS Governmental Authorities of the Autonomous Island of Grande Comore, Union of the Comoros will grant Assignee, by virtue of these presences, by Governmental Decree, full exclusivity for Municipal Solid Waste Management for the cities across the Autonomous Island of Grande Comore, Union of the Comoros, representing a minimum of 700 TPD of Municipal Solid Waste (MSW);

On January 11, 2016, The Assignor has engaged in a transaction (the “Transaction”), by virtue of a “Private-Public Partnership” (PPP) with Assignee, defined within the context of this said “Deed of Assignment” (DA), whose purpose is for the utilization of Assignee’s proprietary technology, WHEREAS knowhow and financial resources for the realization of the exclusive business developments, the projects, under BOOT (Build, Own, Operate & Transfer) basis, across the Autonomous Island of Grande Comore, Union of the Comoros;

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The parties, following discussions, desire to enforce amendments discussed and reflected within these presences and agree to sign the Concession Agreements, the Power Purchase Agreement (PPA) and this Deed of Assignment as amended hereunder. Following the signature of these presences, WHEREAS the amended Concession Agreements, the Power Purchase Agreement (PPA) and this Deed of Assignment will replace the Concession Agreements, the Power Purchase Agreement (PPA) and this Deed of Assignment signed on the 11th of January 2016 and will become lawful and binding on the parties, present and future;

This Deed of Assignment will define the framework of collaboration amongst the parties to clearly express their will to begin respectively on their level and for this, will carry out the terms of same WHEREAS in a spirit of mutual respect of the commitments entered into, frank collaboration, transparency and common support. Where necessary, other complementary agreements will be concluded and the range of the facilities which the parties intend to bring in order to achieve the goals contained therein.

WHEREAS this preamble forms an integral part of these presences.

THE PARTIES AGREE TO SIGN THIS DEED OF ASSIGNMENT PURSUANT TO A PRIVATE PUBLIC PARTNERSHIP OF THESE PARTIES, WHICH IS COMPRISED OF THE FOLLOWING THREE (3) PARTS (SECTIONS):

I. Deed of Assignment

II. Project Specifications

III. Annexures

NOW, THEREFORE, in consideration of the mutual covenants, stipulations and agreements hereinafter contained the parties hereto, intending to be legally bound in a formal agreement, do mutually covenant and agree as follows:

I. DEED OF ASSIGNMENT

Chapter I: General Dispositions

This Deed of Assignment defines the contractual rights and obligations of the Assignor and Assignee.

Article 1: Object

This Deed of Assignment embodies the engagement of the Assignor to authorize the Assignee to Conceive, Design, Finance, Construct, Maintain and Exploit Municipal Solid Waste to Energy Complexes in the municipalities within the Autonomous Island of Grande Comore, Union of the Comoros, to procure renewable energy and marketable by-products (organic fertilizer).

Article 2: Duration of Deed of Assignment

This Deed of Assignment is for a duration/period of thirty (30) years from the date of its application. It enters into force upon signature by all parties.

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Article 3: Extension of Period Option of Deed of Assignment

The Assignee has the option to renew this contract for one additional period of thirty (30) years. The Assignee can execute the renewal option by (i) sending a written renewal notice within twelve (12) months from the end of the initial contract stating the Assignee’s wishes to exercise its the contract option to renew for an additional thirty (30) years; and (ii) if the Assignee has not breached its contractual obligations during the first thirty (30) year contract period.

The tariff rates for the waste management services offered to Assignor for the renewal period of the optional thirty (30) year term will be indexed at a rate of 4.5% annually. The reference year for the application of the indexation of 4.5% will be the last year of the original contract, using that years’ rate as the base for indexation for the following year, same being the first year of the thirty (30) year renewal option.

Chapter II: Respective Obligations of Parties

Article 4: Objective of Assignee’s’ Obligations

The Assignee shall:

Conceive, Design, Finance, Construct, Maintain and Exploit, Exclusively, a Municipal Solid Waste to Energy Complex in Moroni, in the Ø Autonomous Island of Grande Comore, Union of the Comoros, in compliance with national and international laws regarding the protection and preservation of the environment, inter alia, the prevention and management of environmental pollution;

Obtain and maintain, throughout the life of the project, all necessary approvals required to certify best industry practices in the environmental Ø protection milieu.

The Assignee Guarantees:

To be in compliance with technical requirements in force within the industry milieu and to use good construction practices and technologies, Ø materials and equipment, of recognized standards and quality;

Ø To effect an intellectual property and skills transfer;

To conduct social work for women and children (through a foundation, that will be established by the Assignee). Funding will be from the sale of Ø the Assignees earned carbon credits, whereby Assignee will donate 10% of the Carbon Credits (CER’s) to same, annually, via a Revenue Sharing Agreement. The project meets the criteria for a “Clean Design Mechanism” (CDM), pursuant to article 12 of the UNFCCC (“Kyoto Accord”).

Article 5: Assignee’s Investment Plan and Financing Terms

Assignee is responsible for the realization of the exclusive business developments of the project(s) via BOOT (Build, Own, Operate & Transfer) basis, in Moroni, Autonomous Island of Grande Comore, Union of the Comoros; as per the expectations of all parties, and stipulated in the provisions of the Concession Agreements, to service the minimum amount of 700 TPD of MSW.

The Assignee also agrees that all costs in relation to the connecting, synchronizing, turning on or testing, and maintenance of the equipment are the sole responsibility of Assignee, excluding payments of processing and monitoring of the project as per government regulations and the provisions stipulated in the Concession Agreements, which are the responsibilities of the other contracting parties in the Concession Agreements (Agents/Agencies of Assignor), endorsed with Sovereign guarantees of the Assignor for execution of same.

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Article 6: Assignee’s Depreciation Policy

Amortization of plant and equipment will be in accordance with the laws applicable to the Comorian company "Company to be created by Assignee" To this end, the most durable equipment will be amortized using a straight-line depreciation method, over a period of 15 years, to allow a minimum of one renewal before the expiry of the Concession Agreements.

Article 7: Repair and Maintenance of the Project

The repair and maintenance of the project is the sole responsibility of Assignee.

Assignee shall undertake a proper and prudent repair and maintenance schedule, to ensure optimal functioning of the project (s) to provide services in accordance with the provisions of this Deed of Assignment and the Concession Agreements (MSW, Land, Supply of Treated Effluent and Power Purchase Agreement) associated with it.

Article 8: Accounting Provisions

The Assignee shall keep accounting records of its project (s) activities in accordance with accounting rules and procedures of International Accounting Standards ("GAAP"; "Generally Accepted Accounting Principles" or "IFRS", "International Financial Reporting Standards").

Article 9: Concession Agreements Tariff Rates

The tariff rates for the resale of electricity to the national power corporation (Le Gestion de l’Eau et de l’Électricité aux Comores (MA-MWE)) are set out in the Power Purchase Agreement (PPA), attached as annex 1.

The tariff rates for the tipping fees for the supply of Municipal Solid Waste from the municipalities, the land lease rate and the rates for the treated effluent for the project (s) are set out in the Municipal Solid Waste Concession Agreement, Land Lease Agreement & Supply of Treated Sewage/Effluent Agreement, attached as annex 2.

The rates regarding the sale of fertiliser will be subject to market rates.

Article 10: Assignee’s obligations, vis-a-vis, Third Party Transactions

The Assignee will have organic fertilizer as a derivative by-product of the project (s), for sale to third parties. It ensures that such sale will be in the state of the art practices.

Article 11: Transfer, Sell or Surrender of the Project (s)

The Assignee has the right to sell, transfer or surrender the project (s) to a third party or lenders by notifying the Assignor in advance, in writing, of same.

Article 12: Conditions of Making Available to the Public

The Assignor against remuneration will make available Integrated MSW-Energy complexes for the management and processing of Municipal Solid Waste into renewable energy and marketable by-products. In addition, it will sell marketable derivative by-products derived from the processing of the municipal solid waste.

Electricity is made available to the public pursuant to a Power Purchase Agreement (PPA) attached as annex 1.

Municipal Solid Waste treatment is performed under the conditions defined in Section II of these presences, “Project Proposals and Specifications” and is further elaborated in the Municipal Solid Waste Concession Agreement, Land Lease Agreement & Supply of Treated Sewage/Effluent Agreement.

The Assignee will have organic fertilizer as a derivative by-product of the project (s), for sale to third parties. It ensures that such sale will be in the state of the art practices, in accordance with the regulations in force in the Autonomous Island of Grande Comore, Union of the Comoros.

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Article 13: Terms of Remuneration of Assignee

The Assignee will receive remuneration for the project (s) as follows:

Ø Tipping fees paid by the municipalities pursuant to the Concession Agreements, and endorsed by Assignor with Sovereign Guarantees;

The sale of electricity to the National Power Corporation (Le Gestion de l’Eau et de l’Électricité aux Comores (MA-MWE)) under the provisions Ø of the Power Purchase Agreement (PPA); and endorsed by Assignor with Sovereign Guarantees; and

Ø The sale of marketable derivative by-products (fertilizer), which will be sold by Assignee in the market place.

Article 14: Assignor’s Obligations

The Assignor shall:

Ensure that the electrical network is able to receive and transmit electricity, no later than one month before the anticipated date of commissioning Ø and that no technical or legal constraints inhibit the execution of these presences and the Concession and Power Purchase Agreements;

Ensure and facilitate the requirements for construction of the project (s) and the smooth transition to the operational phase (period), as of the Ø anticipated date of commissioning;

Ensure, facilitate and deliver promptly all necessary authorizations, permits and clearances, in accordance with applicable laws and inform the Ø Assignee with diligence and accuracy, if it so requests, in writing, what is requisite for same;

Ø Provide Assignee with all updated laws and regulations applicable to areas of environment, sanitation and energy;

Sign and execute the Concession Agreements, Power Purchase Agreement(s) and consummate all of their obligations under same, required for the launching of the project(s), in accordance to these presences, within sixty (60) days of Assignee’s written request for each facility in a city, Ø representing a minimum quantum of one (1) facility (ies) with a minimum processing capacity of 600 TPD per facility; failing to do so shall constitute breach of said presences and Assignor will compensate Assignee for said breach, opportunity revenues lost due to delay/offset

Guarantee and assure the execution of all of their obligations inherent within the realms of the Concession Agreements and Power Purchase Ø agreement (s) (land acquisition, contractual conditions, exclusivity, administrative and fiscal facilities, authorizations, approvals, permits, etc...) for the realization of the project(s).

Article 15: Assignee’s Obligations

The Assignee shall:

Ø Construct and commission each project within 24 months of obtaining all necessary permits, approvals and clearances, related thereto;

Create a Comorian Corporation Corporation with a “Special Purpose Vehicle” (SPV) classification, for the Waste Management related project in the Autonomous Island of Grande Comore, Union of the Comoros, with all the tax benefits set out in the Comorian legal standards. The Comorian Ø government is committed to issue the certificate of eligibility and subsequently award the license giving the company the classification of Special Purpose Vehicle for claims of achieving the purpose of the Deed of Assignment;

Engage to work primarily with Comorian persons and legal entities, subject to competence and quality, as will be required for the interests, Ø safeguard and profitability of the project(s);

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Ø Provide adequate organization and qualified personnel for the execution of operations;

Ø Comply at all times with the environmental laws;

Comply with its contractual obligations of these presences and with those of the Concession Agreements and Power Purchase Agreement (s) and Ø treat minimum quantities of waste contained in the Concession Agreements; and

Establish in the Autonomous Island of Grande Comore, Union of the Comoros, a fully equipped laboratory to monitor and analyze the quality of Ø water, air, soil and the project's impact on these elements and personnel.

The Assignee shall ensure that the Project (s) is (are) designed, built and completed in a good workmanlike manner using sound engineering construction practices and using only materials and equipment that are new and of international utility grade quality such that, the useful life of the Project (s) will be at least till the expiry date of the Concession Agreements and Power Purchase Agreement (s).

The Assignee shall ensure that design, construction and testing of all equipment, facilities, components and systems of the Project shall be in accordance with the Comorian Standards and Codes issued by the Bureau of Comorian Standards and/or internationally recognized Standards and Codes, such as:

i. American National Standards Institute (ANS) ii. American Society of Testing and Materials (ASTM) iii. American Society of Mechanical Engineers (ASME) iv. American Petroleum Institute (API) v. Standards of the Hydraulic Institute, USA vi. International Organization for Standardization (ISO) vii. Japanese Industrial Standards (JIS) viii. Tubular Exchanger Manufacturer's Association (TEMA) ix. American Welding Society (AWS) x. National Electrical Manufacturers Association (NEMA) xi. National Fire Protection Association (NFPA) xii. International Electro-Technical Commission (IEC) xiii. Expansion Joint Manufacturers Association (EJMA) xiv. Heat Exchange Institute (HEI) xv. American Water Works Association (AWWA)

Other international standards, established to be equivalent or superior to the above standards shall also be acceptable. However, in the event of any conflict between the requirements of the international codes and standards and the requirements of the country’s standards and regulations, the latter shall prevail.

The Assignee is committed, if required by Comorian law, to create a corporation (under the umbrella of the SPV, governing the resale of electricity to the National Power Corporation (Le Gestion de l’Eau et de l’Électricité aux Comores (MA-MWE)).

The Assignee shall:

Ø Comply with laws and regulations applicable to it, especially with regard to roads, police, health, labor and safety regulations;

Maintain a prudent corporate governance in regards to the administration of the use of its assets and the running of the project as an on-going Ø concern (Business);

Ø respect and ensure respect for its employees, contractors and suppliers and all rules relating to the hazard prevention, hygiene and safety; and

Ø Not use any materials that could endanger human safety.

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The Assignee agrees to sell exclusively to the Assignor any net energy produced by the project(s) and the Assignor agrees to purchase all net energy produced by the project(s) as per the provisions of the Power Purchase Agreement(s).

Article 16: Sharing of Risks

The risks associated with the performance and operations of the project(s) are the sole responsibility of the Assignee.

Article 17: Assignor’s Monitoring Mechanisms

The parties agree to the establishment of an overseeing committee for the evaluation of the project(s). This committee will meet at least once every six months to assess, evaluate and make recommendations of the project(s) and its (their) operation(s).

The Assignee shall provide on a website, all pertinent details of influxes of materials and out-fluxes of by-products (solid, liquid, gas, etc…) from the project (s); this information shall be updated on a bimonthly basis.

The parties agree that the Assignor can perform spot checks whenever he decides as long as it complies with the provisions and procedures provided in the Concession Agreements and Power Purchase Agreement (s).

Article 18: Sanctions and penalties

All sanctions and penalties shall conform to the provisions stipulated in the Concession Agreements and the Power Purchase Agreement(s); refer to annex 1 & 2.

The obligations of the Assignee under these presences shall be suspended in whole or part by force majeure, which include war, public disturbances, natural disasters and/or other emergencies and will continue for a term for at least the duration of the event constituting of force majeure.

Article 19: Modifications

This Deed of Assignment may only be amended by mutual consent of the parties, respecting the essence of same, that is to say, with an emphasis on efficiency, clarity and simplicity.

Any executed changes, once signed, will be immediately applicable and will be annexed to this Deed of Assignment.

Article 20: Assignment of Contract

In case of an Assignment/Transfer of these presences or of any Concession/Power Purchase Agreement(s) of the assignee to a new Entity, notwithstanding any termination, the new Entity shall assume the all of the obligations, duties and liabilities of the present Assignee, and any unexpired obligation(s) and/ or ongoing project(s) started under these presences and not completed, will be obligated for completion.

Article 21: End of Contract

Under these presences, the parties agree to a renewal or not. Upon renewing theses presences and contract(s) derived therefrom, both parties will adhere to the provisions of same and article 28, hereunder.

Article 22: Amicable Dispute Resolution

The parties agree to settle amicably any dispute that will arise from the interpretation or enforcement of this Deed of Assignment. Otherwise, the dispute shall be submitted to competent courts in Canada (Ontario).

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Article 23: Arbitration

The arbitral forum chosen for this Deed of Assignment is that of Ontario, Canada. Any dispute arising from the application of these presences shall be settled under the Rules of Arbitration of the International Chamber of Commerce. Costs related to arbitration shall be shared equally between the parties. However, each party will bear the cost of its own arbitrator(s). The parties may, however, with the court’s ruling, ask to be reimbursed for their costs of arbitration.

Applicable Law

Only the courts of Canada shall have jurisdiction to hear disputes that may arise, based on this Deed of Assignment. But before going to court, the parties have recourse to arbitration.

The parties agree to place all the provisions of this Agreement under the jurisdiction of Canadian law.

Dispute Resolution

For all disputes that arise, the Disputes will be resolved by arbitration, and will respect the rules, regulations and procedures thereto. The Disputes shall be resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce. Herein under is the procedure to be followed:

The Arbitration tribunal shall consist of three (3) arbitrators to be appointed in accordance with the rules of Arbitration of the International Chamber i. of Commerce. Each of the parties will select an arbitrator and the two (2) arbitrators will select the third (3rd) arbitrator.

ii. The place of arbitration shall be France. The language of the arbitration shall be English.

The arbitration tribunal's award shall be substantiated in writing. The arbitration tribunal shall also decide on the costs of the arbitration proceedings iii. and the allocation thereof.

iv. The award shall be enforceable in any court having jurisdiction in the country of the Assignor, subject to the applicable Laws.

Article 24: Origin and Source of Project Works (Procurement of Equipment, Civil Works, etc…)

The Assignee and its subcontractors, if any, will endeavor to use as much as feasibly possible of services, materials and local raw materials and products manufactured in the Autonomous Island of Grande Comore, Union of the Comoros, to the extent that these services, materials, raw materials and products are available at competitive terms of price, quality, warranty and delivery time.

Article 25: Financial Provisions

Contracts signed under the provisions of this said Deed of Assignment, shall be subject to specific financial and tax implications related to corporations exploiting such projects, as provided by law, with the classification "Special Purpose Vehicle” (SPV), up to and including all the tax benefits set out in the Comorian legal standards.

Transactions made under the provisions of this said Deed of Assignment or contract(s) resulting therefrom, will be accounted for via a trading scheme in force in the Autonomous Island of Grande Comore, Union of the Comoros, as they are executed and recorded.

Subject to the provisions of this Deed of Assignment, the State of the Autonomous Island of Grande Comore, Union of the Comoros guarantees, for the duration of these presences and for all Contract(s) arising therefrom, the Assignee the following:

• Possession of one or more bank accounts in the Autonomous Island of Grande Comore, Union of the Comoros; • Opening a foreign currency account in the Autonomous Island of Grande Comore, Union of the Comoros; • The conversion and transfer of all monies (from the on-going concerns of the project(s)) to any part of the world.

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The Assignor also warrants that all Expatriate staff of Assignee shall have the benefit of free conversion and free transfer to any part of the world, of all monies derived from earnings or from the sale of personal effects.

Article 26: Tax Provisions

The Assignee will be exempt from the impositions of Value Added Tax (VAT) and Corporate Income Taxes for the duration of the contract and the option of renewal thereof.

During the term of the Agreement and renewal option, the Assignee will be exempt of any and all import / customs duties, levies and taxes implicated with the importation of all machinery, vehicles, materials, equipment and other consumer goods requisite and contributing to the project, vis a vis, construction of the infrastructure and development of the business (as defined within the context of this agreement), and the daily operation of same.

The Assignee can expediently import/export any goods for the benefit of/derived from the business, for the benefit of same.

The Assignee shall benefit from the procedure of direct and immediate removal of all goods imported or it will cause to be imported for the purposes of the project(s), or the transfer of any funds derived from the on-going concerns of the project(s) to any part of the world, designated by Assignee.

Article 27: Termination of Contract

Upon the occurrence of any default of either party, the affected party will send a formal notice “Mise en Demeure” stating in detail the circumstances that prompted the issuance of such notice. After the issuance of said notice, a consultation period of ninety (90) days or longer, if agreed between the parties, will be realized. During this consultation period, the parties shall continue to perform their respective obligations under this agreement. This Deed of Assignment may be amended by mutual consent of the parties under the same conditions as those forms of signature, that is to say with an emphasis on efficiency, clarity and simplicity, if so required by both parties for remedy of same.

At the end of the period of 90 days, unless the parties have agreed otherwise or if the event of default has been corrected, the aggrieved party may require to exercise its full rights of compensation/replacement, as the case may be for each party, of the defaulting party in accordance with the provisions of the Concession Agreements and/or Power Purchase Agreement(s), if it will proceed with the termination of same.

Article 28: Renewal of Contract (Deed of Assignment)

As an exception, any party may make known its willingness to extend the contract for one additional period of thirty (30) years. The contract extension will be (i) if the Party seeking to extend the initial period sends a written request to that effect to the other party and that party accepts it within twelve (12) months before the end of the initial period, subject that the party asking the request for a renewal has not been in default of any of its obligations inherent within the realms of these presences or any of the contracts arising therefrom. If the accepting party does not reply within the aforesaid time frame, the renewal will be accepted as a “Tacit Renewal”, respecting the provisions and stipulations of same and the Contracts derived there from.

Article 29: Confidentiality

For purposes of this agreement:

"Confidential Information", in relation to and including the Disclosing Party, means any and all information, whether or not explicitly designated as such, whether patentable or not, whether in written, oral or electronic form, disclosed by or on behalf of Disclosing party to Recipient and pertaining to Disclosing party’s business, creation, products or technology, techniques, including, without limitation, non-public information, know-how, whether technical or non-technical, trade secrets, data materials, inventions, designs, formulas, ideas, developmental or experimental work, source codes, algorithms, records, studies, reports, business and marketing plans and projections/costs, details of agreements and arrangements with third parties, other original works of authorship, customer lists, contact lists, marketing strategies, terms of contracts, business plans, financial information or other subject matter pertaining to any business of Disclosing party or any of its Affiliates, clients, consultants, suppliers, licensors or licensees and any other trade secret and information which Disclosing party treats as confidential, including any information entrusted to Disclosing party by third parties, including, without limitation, all information, clearly marked as Confidential Information, held by that party or any agent or employee of that party, relating to the business, operations or undertaking of that party.

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The term Confidential Information shall not include, however, information that (i) is or becomes generally available to the public, (ii) was lawfully available to the Recipient on a non-confidential basis prior to its disclosure by the Disclosing Party or its Representatives (iii) becomes available to the Recipient on a non-confidential basis from a Person who was not otherwise known by the Recipient or its Representatives to be bound by a confidentiality or similar agreement with the Disclosing Party or any of its Representatives, or otherwise subject to an obligation of confidentiality or secrecy to the Disclosing Party or its Representatives and that the information was not transmitted to the Person by the Recipient, or (iv) is independently developed by the Recipient or its Representatives without the use of the Confidential Information of the Disclosing Party. Confidential Information is not or does not come within the public domain merely because features of the Confidential Information may be found separately or within a general disclosure in the public domain.

“Confidentiality Obligations”: Except as otherwise permitted in this Agreement or as authorized in writing by the Disclosing Party, the Recipient shall (i) hold in confidence and not reproduce, distribute or disclose to any third-party other than its Representatives any Confidential Information; (ii) protect such Confidential Information with at least the same degree of care that Recipient uses to protect its own Confidential Information, but in no case, less than a reasonable degree of care; (iii) use the Disclosing Party’s Confidential Information for no purpose other than pursuing the “Specified Purpose”; (iv) limit access to the Disclosing Party’s Confidential Information to its Representatives having a need to know such Confidential Information, who are informed of its confidential nature, and are bound by confidentiality obligations; and (v) promptly notify the Disclosing Party upon discovery of any loss or unauthorized disclosure of the Disclosing Party’s Confidential Information.

"Specified Purpose" means the sole purpose for which Confidential Information is to be disclosed by a party to the other party, which is to enable the parties to co-operate in a possible business transaction (engagement) between Receiving Party, its subsidiaries or clients, and Disclosing Party with respect to Disclosing Party's information, technologies, commercial practices and know-how.

Certain documents and information, public or private, for the fulfillment of the contract, must be confidential. Accordingly, each Party undertakes to respect the confidentiality not to harm the other party and refrain from disclosing any documents, information, ideas, practices, know-how, data or design as may be aware in the course of this agreement. Both parties agree that they must not, without the prior written approval of the Disclosing Party, use, disclose, divulge or deal with any Confidential Information, nor cause, permit or allow any act, matter or thing to be done, omitted or occur whereby any Confidential Information may become known or be used by, or be disclosed or communicated to, any other person, except strictly in accordance to these provisions of “Specified Purpose”.

For the purposes of this clause, the Disclosing Party and Recipient shall assume full responsibility for its Affiliates and/or Representatives, as if it were like itself.

“Disclosures Required by Law”: If the Recipient or any of its Representatives is requested or required in connection with any legal or governmental proceeding to disclose or otherwise becomes legally compelled to disclose any Confidential Information, the Recipient shall provide the Disclosing Party with prompt written notice, if permitted by law, so as to enable the Disclosing Party, sufficiently in advance of the disclosure with reasonable opportunity to prevent the disclosure or to seek a protective order or other appropriate remedy or waive compliance with this Agreement and provided further that in the event that such protective order or other remedy is not obtained, Recipient shall (i) make any required disclosures in consultation with the Disclosing Party; (ii) furnish only that portion of the Confidential Information which Recipient is advised by written opinion of counsel is legally required; and (iii) exercise Recipient’s best efforts to obtain reliable assurance that confidential treatment shall be accorded such Confidential Information.

“Remedies”: The Recipient acknowledges that its breach of this Agreement may cause irreparable damage to the Disclosing Party for which monetary damages would not be a sufficient remedy by itself. The rights and remedies provided to each Party in this Agreement are cumulative and in addition to any other rights and remedies available to such Party at law or in equity.

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“No License Granted”: The Confidential Information is and shall remain the sole property of the Disclosing Party (or the third-party which has disclosed the information to the Disclosing Party). The Recipient recognizes and agrees that nothing contained in this Agreement shall be construed as granting any property rights, by license or otherwise, to any Disclosing Party’s Confidential Information.

“No Representations”: All Confidential Information is provided on an “as is” basis and the Recipient agrees and acknowledges that neither the Disclosing Party nor any of its Representatives are making any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information, and neither the Disclosing Party nor any of its Representatives will have any liability to the Recipient, its Representatives or any other Person relating to or resulting from the use of or reliance on the Confidential Information or for any errors therein or omission therefrom.

Article 30: Insurance

The Assignee is required throughout the term of these presences and contracts derived therefrom, to take out with one or more insurance company’s known to be solvent, the insurance policies covering all of its responsibilities and all risks inherent within the realms of these presences and contracts derived therefrom.

Upon disaster and damage of the project(s), the insurance money paid will be used to repair the disaster, including the reconstruction of the Works or their rehabilitation by rebuilding the destroyed items. In case of total loss, the amount of compensation will be given priority to creditors and the balance to the Assignee.

Article 31: Special Provisions

This Deed of Assignment shall enter into force, immediately after signature.

This Deed of Assignment is the legal equivalent of a contract: Legal, Compellable, Coaching and Enforceable. It provides a benchmark for contracts and schedules thereunder. This Deed of Assignment is the basis for the drafting of all contracts arising therefrom, being by nature an extrinsic contract agreement and commitment. This Deed of Assignment once signed gives strength and validity to all other subsequent agreements.

It will be a fundamental contractual nature between the parties insofar as it represents the main elements of the parties' intent. The Deed of Assignment concerns the projects for the municipality of Moroni and other cities within the Moroni District, Autonomous Island of Grande Comore, Union of the Comoros.

Article 32: Notices

Unless otherwise stated, notices to be given under this Agreement including but not limited to a notice of waiver of term, breach of any term of this Agreement and termination of this Agreement, shall be in writing and shall be given by hand delivery/ recognized international courier, mail, telex, facsimile or email and delivered or transmitted to the parties at their respective addresses set forth below:

Name, Address, Tel. & Fax of Assignor:

Gouvernorat de l’Île Autonome de la Grande Comore Route de Moroni- Itsandra Moroni, Île Autonome de la Grande Comore, Union des Comores

Tel: +269 773 13 64; +269 773 84 77; +269 764 44 77 Facsimile: Email: [email protected] Website: http://www.gouvernorat-ngazidja.com

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Name, Address, Tel. & Fax of Assignee:

BioCrude Technologies, INC. 1255 Phillips Square, Suite 605 Montreal, Quebec, Canada H3B 3G5

(Attn: Mr. John MOUKAS, Chairman/CEO)

Tel: (877) 878-1268 Facsimile: (877) 778-1568 Email: [email protected] Website: http://www.biocrudetech.com

Nota Bene: All notices under this Agreement shall be in English or French.

Article 33: Language

The Parties have required that this Deed of Assignment, the Concession Agreements and Power Purchase Agreement(s), attached as annexures, and all notices, deeds, documents, and other instruments to be given pursuant hereto be drawn in the English and French languages. Les parties ont exigé que cette entente ainsi que tous les avis et autres documents exécutés en vertu des présentes soient rédigés en langue anglaise et française.

Article 34: Publication/Advertise of excerpts of this Deed of Assignment in the Official Gazette

An excerpt of this Deed of Assignment pursuant to a Private-Public Partnership, including the name and quality of contracting parties as well as the purpose, duration and essence of the contract, will be published in the Official Gazette of the Autonomous Island of Grande Comore, Union of the Comoros, by the Assignor.

Article 35: Project Specifications

The specifications of the project, annexed hereto, consists of administrative and technical clauses defining the conditions, the duties and obligations of parties and their participants for project (s) realization, in regards to infrastructure, public utility works, operations and management services. It forms an integral part of this agreement.

Article 36: Annexures

The following annexes are an integral part of this contract:

1. Power Purchase Agreement(s) (PPA); 2. Municipal Solid Waste Concession Agreement(s), Land Lease Agreement(s) and the Supply of Treated Effluent Agreement(s); 3. Administrative authorizations.

Article 37: Registration

The Assignor is exempt from registration fees. All expenses related to the registration formalities shall be borne by the Assignor.

IN WITNESS WHEREOF, the parties hereto have caused this Deed of Assignment (DA) to be executed by their duly authorized representatives, as of the day and year set out below.

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II. Project Specifications

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III. Annexures

1. Power Purchase Agreement(s) (PPA); 2. Municipal Solid Waste Concession Agreement(s), Land Lease Agreement(s) and the Supply of Treated Effluent Agreement(s); 3. Administrative authorizations.

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Annex 1.

Power Purchase Agreement(s) (PPA)

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Annex 2.

Municipal Solid Waste Concession Agreement(s), Land Lease Agreement(s) and the Supply of Treated Effluent Agreement(s)

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Annex 3.

Administrative authorizations (if applicable) required

The table below gives the name and status of all the Statutory and Non-Statutory Clearances involved in this project.

Statutory Clearances

Commissariat à l’Environnement, à l’Urbanisme, au Développement Authorization of Pollution Control Durable et à l’Énergie, à l’Emploi, à l’Entreprenariat et à la Solidarité

Pollution Clearance from the Ministère de la Production, de Commissariat à l’Environnement, à l’Urbanisme, au Développement l'Environnement, de l'Énergie, de l'Industrie et de l'Artisanat de l’Union Durable et à l’Énergie, à l’Emploi, à l’Entreprenariat et à la Solidarité des Comores and Consent to Establish and Operate Plant

Commissariat à l’Environnement, à l’Urbanisme, au Développement Civil Aviation Clearance for Stack Height Durable et à l’Énergie, à l’Emploi, à l’Entreprenariat et à la Solidarité

Commissariat à l’Environnement, à l’Urbanisme, au Développement Municipal board for treated sewage Durable et à l’Énergie, à l’Emploi, à l’Entreprenariat et à la Solidarité & le Gestion de l'Eau et de l'Électricité aux Comores (MA-MWE)

Commissariat à l’Environnement, à l’Urbanisme, au Développement Town & Country Planning Clearance Durable et à l’Énergie, à l’Emploi, à l’Entreprenariat et à la Solidarité

Commissariat à l’Environnement, à l’Urbanisme, au Développement Host Country Approval for CDM under Kyoto protocol Durable et à l’Énergie, à l’Emploi, à l’Entreprenariat et à la Solidarité

Non-Statutory Clearances

Construction power le Gestion de l'Eau et de l'Électricité aux Comores (MA-MWE)

Commissariat à l’Environnement, à l’Urbanisme, au Développement Power Purchase Agreement (PPA) Durable et à l’Énergie, à l’Emploi, à l’Entreprenariat et à la Solidarité & le Gestion de l'Eau et de l'Électricité aux Comores (MA-MWE)

Commissariat à l’Environnement, à l’Urbanisme, au Développement Power evacuation arrangements Durable et à l’Énergie, à l’Emploi, à l’Entreprenariat et à la Solidarité & le Gestion de l'Eau et de l'Électricité aux Comores (MA-MWE)

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For the Procurement of Power on Long Term Basis from Power Station to be set up in the Municipality of Moroni, Autonomous Island of Grande Comore, Union of the Comoros and Operating on MSW

LE GESTION DE L’EAU ET DE L’ÉLECTRICITÉ AUX COMORES (MA-MWE)

BIOCRUDE TECHNOLOGIES, INC.

AGREEMENT REFERENCE: BIOCRUDE/MCMUC/MSWC-LLC/CA/2016/1

TRANSACTION CODE: BCT/MCMUC/MORONI/COMOROS/1

CONTRACT GENERATION: 01

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Table of Contents

1. ARTICLE 1: DEFINITIONS AND INTERPRETATION 6 2. ARTICLE 2: TERM OF AGREEMENT 15 3. ARTICLE 3: CONDITIONS SUBSEQUENT TO BE SATISFIED BY THE SELLER AND THE PROCURER 16 4. ARTICLE 4: DEVELOPMENT OF THE PROJECT 18 5. ARTICLE 5: CONSTRUCTION 21 6. ARTICLE 6: SYNCHRONISATION, COMMISSIONING AND COMMERCIAL OPERATION 23 7. ARTICLE 7: OPERATION AND MAINTENANCE 24 8. ARTICLE 8: CAPACITY, AVAILABILITY AND DISPATCH 24 9. ARTICLE 9: METERING AND ENERGY ACCOUNTING 26 10. ARTICLE 10: INSURANCES 26 11. ARTICLE 11: BILLING AND PAYMENT 27 12. ARTICLE 12: FORCE MAJEURE 32 13. ARTICLE 13: EVENTS OF DEFAULT & TERMINATION 35 14. ARTICLE 14: LIMITATION OF LIABILITY 38 15. ARTICLE 15: ASSIGNMENTS AND CHARGES 38 16. ARTICLE 16: GOVERNING LAW AND DISPUTE RESOLUTION (ARBITRATION) 39 17. ARTICLE 17: MISCELLANEOUS PROVISIONS 40 SCHEDULE I 49 SCHEDULE I.A: SITE 50 SCHEDULE II: INITIAL CONSENTS 51 SCHEDULE III: FUNCTIONAL SPECIFICATIONS 52 SCHEDULE IV: COMMISSIONING & TESTING 53 SCHEDULE V: TARIFF 55 SCHEDULE VI: DETAILS OF INTERCONNECTION POINT & FACILITIES 56 SCHEDULE VII: REPRESENTATIONS & WARRANTIES 57 SCHEDULE VIII: QUOTED TARIFF 58 QUOTED TARIF FEE WITH ESCALATING INDEX 58 SCHEDULE IX: SUBSTITUTION RIGHTS OF THE LENDERS 59

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POWER PURCHASE AGREEMENT (PPA)

THIS AGREEMENT is made and effective the __th day of December, 2016.

AGREEMENT REFERENCE: BIOCRUDE-MCMUC/ MSWC-LLC/CA/2016/1

TRANSACTION CODE: BCT/MCMUC/MORONI/COMOROS/1

CONTRACT GENERATION: 01

LE GESTION DE L’EAU ET DE L’ÉLECTRICITÉ AUX COMORES (MA-MWE), a Statutory Body constituted under Comorian Law, (which expression shall, unless repugnant to the context or meaning thereof, mean and include its successors and assigns) and having its proxy/satellite office at Route de Moroni- Itsandra, Moroni, Autonomous Island of Grande Comore, Union of the Comoros, acting through its General Management FIRST PARTY: Division, duly represented by the Commissaire à l’Environnement, à l’Urbanisme, au Développement Durable et à l’Énergie, à l’Emploi, à l’Entreprenariat et à la Solidarité, Mr. Mohamed Abdou MLANAO, by virtue of resolution ad hoc;

Hereinafter called the “Procurer”;

BIOCRUDE TECHNOLOGIES, INC, a Corporation duly organized under the laws of Canada (hereinafter called “Seller”) having its principle office at 1255 Phillips Square, Suite 605, Montreal, Quebec, Canada H3B 3G5, herein duly represented by the President and CEO, Mr. John MOUKAS, by virtue of corporate resolution SECOND PARTY: ad hoc;

Hereinafter called the “Vendor”;

AND

Gouvernorat de l’Île Autonome de la Grande Comore, a Statutory Body constituted under Comorian Law, (hereinafter referred to as “MCMUC”, which expression shall, unless repugnant to the context or meaning INTERVENING PARTY: thereof, mean and include its successors and assigns) and having its office at Route de Moroni-Itsandra, Moroni, Autonomous Island of Grande Comore, Union of the Comoros, duly represented by the Governor, The Honourable Mr. HASSANI Hamadi, by virtue of resolution ad hoc;

Commissariat à l’Environnement, à l’Urbanisme, au Développement Durable et à l’Énergie, à l’Emploi, à l’Entreprenariat et à la Solidarité, a Statutory Body constituted under Comorian Law, (which expression shall, unless repugnant to the context or meaning thereof, mean and include its successors and assigns) and having its office at Route de Moroni- Itsandra, Moroni, Autonomous Island of Grande Comore, Union of the Comoros, duly represented by the Commissioner, Mr. Mohamed Abdou MLANAO, by virtue of resolution ad hoc;

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Commissariat à la Sécurité intérieure, à la Fonction Publique, à l’Administration des Collectivités Territoriales Décentralisées, à la Réforme Administrative, chargé de l’Information, a Statutory Body constituted under Comorian Law, (which expression shall, unless repugnant to the context or meaning thereof, mean and include its successors and assigns) and having its office at Route de Moroni- Itsandra, Moroni, Autonomous Island of Grande Comore, Union of the Comoros, duly represented by the Commissioner, Ms. Maissara Adam MONDOHA, by virtue of resolution ad hoc;

Commissariat aux Finances, au Budget, à l’Economie, au Commerce Intérieur, à l’Industrie, au Plan, chargé de la promotion des Investissments, a Statutory Body constituted under Comorian Law, (which expression shall, unless repugnant to the context or meaning thereof, mean and include its successors and assigns) and having its office at Route de Moroni- Itsandra, Moroni, Autonomous Island of Grande Comore, Union of the Comoros, duly represented by the Commissioner, Mr. Said Ahamada YOUSSOUF, by virtue of resolution ad hoc;

Hereinafter called the “Intervenant” and/or “Guarantor”.

On January 11, 2016, The Assignor has engaged in a transaction (the “Transaction”), by virtue of a WHEREAS “Private-Public Partnership” (PPP) with Assignee, defined within the context of this said “Power Purchase Agreement” (PPA);

The parties, following discussions, desire to enforce amendments discussed and reflected within these presences and agree to sign this Power Purchase Agreement (PPA) as amended hereunder. Following the signature of these WHEREAS presences, the amended Power Purchase Agreement (PPA) will replace the Power Purchase Agreement (PPA) signed on the 11th of January 2016 and will become lawful and binding on the parties, present and future;

WHEREAS “Procurer” and “Seller” are hereinafter referred to individually as the “Party” and collectively as the “Parties”;

The Procurer has identified the Project namely, 6.5 MW power plant based on municipal solid waste at Moroni, WHEREAS Autonomous Island of Grande Comore, Union of the Comoros details of which are as set out in the Schedule I.A.

The Seller has completed the initial studies as contained in Project Report; to obtain Initial Consents required for WHEREAS the Project.

The Seller will construct the Project for a minimum Capacity (as defined hereunder) of 3.8 MW (Net) and 5 MW WHEREAS (Gross) and sale and supply of a minimum of 100% of net available electricity in bulk there from to the Procurer in accordance with the terms of this Agreement.

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The Parties have agreed to sign this Power Purchase Agreement setting out the terms and conditions for the WHEREAS construction, operation and maintenance of the Project, and supply of electricity by the Seller to the Procurer.

A General Continuing Guaranty will be granted and added to this contract in order to secure the regularity of Tariff WHEREAS payments during the term of this contract.

NOW THEREFORE, THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS:

1. ARTICLE 1: DEFINITIONS AND INTERPRETATION

1.1 Definitions

This Agreement shall be co-terminus with the Concession Agreement and is to be read, for any interpretation, together with the provisions of the Concession Agreement.

The capitalized terms that are used but not defined in this Agreement shall have the same meaning as given to them in the Concession Agreement.

“Act” or “Electricity Act”: means the Autonomous Island of Grande Comore, Union of the Comoros Electricity Act of 1998, or any amendments made to the same or any succeeding enactment thereof;

“Agreed Form”: means, in relation to any document, the form of the said document most recently agreed to by the Parties and initialed by them for identification;

“Agreement” or “Power Purchase Agreement” or “PPA”: means this document including its recitals and Schedules;

“Appropriate Commission”: means the Electricity Regulatory Commission constituted under the section of the Electricity Act and the Electricity Regulatory Commissions Act and such other succeeding authority or commission as may be notified by Government from time to time;

“Authorized Representative “: shall mean the body corporate authorized by the Procurer to carry out the said negotiations and sign on their behalf;

“Bill Dispute Notice”: means the notice issued by a Party raising a Dispute regarding a Bill or a Supplementary Bill issued by the other Party;

“Business Day”: means with respect to Seller and Procurer, a day other than Sunday or a statutory holiday, on which the banks remain open for business in the State in which the Procurer's registered office is located;

“CERC”: means the Central Electricity Regulatory Commission, as defined in the Electricity Act;

“Commercial Operation Date “ or “COD”: means, in relation to the Power Station, the date one day after the date when the Procurer receives a Final Test Certificate of the Independent Engineer as per the provisions of clause 6.3.1; “Commissioning” or “Commissioned” with its grammatical variations means, the Unit of the Power Station have passed the Commissioning Tests successfully;

“Commissioning Tests” or “Commissioning Test”: means the Tests provided in Schedule IV herein;

“Commissioned Unit”: means the Unit in respect of which COD has occurred;

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“Concession Agreement”: means the agreement(s) entered into between the Seller and the Municipal Corporation of MORONI for the transportation and supply of Municipal Solid Waste (MSW) required for conversion into RDF for the operation of the Power Station.

“Construction Contractor/s”: means one or more main contractors, appointed by the Seller to design, engineer, supply, construct and commission the Project;

“Construction Period”: means the period from (and including) the date upon which the Construction Contractor is instructed or required to commence work under the Construction Contract up to (but not including) the Commercial Operation Date of the Unit in relation to the Power Station;

“Consultation Period”: means the period, commencing from the date of issue of a Seller Preliminary Default Notice or a Procurer Preliminary Default Notice as provided in Article 14 of this Agreement, for consultation between the Parties to mitigate the consequence of the relevant event having regard to all the circumstances;

“Contract Year”: means the period beginning on the Effective Date (as defined hereunder) and ending on the immediately succeeding March 31 and thereafter each period of 12 months beginning on May 1 and ending on March 31 provided that:

in the financial year in which Scheduled COD of the Unit would have occurred, a Contract Year shall end on the date immediately i. before the Scheduled COD of the Unit and a new Contract Year shall begin once again from the Scheduled Commercial Operation Date of the Unit and end on immediately succeeding March 31 and provided further that

ii. the last Contract Year of this Agreement shall end on the last day of the term of this Agreement;

Provided that for the purpose of payment, the tariff will be the Quoted Tariff for the applicable Contract Year as per Schedule VII;

“Capacity”: means

rated net capacity expressed in MW of Power Station, at the Interconnection Point, as provided in the attached proposal i. documentation,

in case the Seller exercises its option as per clause 3.1.1 (a), the rated net capacity expressed in MW of Power Station, up ii. to the maximum of the Capacity demanded, or such rated capacities as may be determined in accordance with clause 6.3.4 or clause 8.2 of this Agreement.

“Concession” means collectively all the rights granted by First Party to Corporation under this Agreement with respect to developing, implementing, constructing, operating and maintaining the Plant for the management, processing and disposal of the Municipal Waste generated from within the First Party Supply Area, subject to all the terms, conditions, covenants and obligations of this Agreement, and the Municipal Solid Waste Concession Agreement, Land Lease Agreement & Supply of Treated Sewage/Effluent Agreement.

“Control Centre” or “Nodal Agency”: means the RLDC or SLDC or such other load control centre designated by the Procurer from time to time through which the Procurer shall issue Dispatch Instructions to the Seller for the Power Station;

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“Debt Service”: means the amounts which are due under the Financing Agreements by the Seller to the Lenders, expressed in United States Dollars;

“Declared Capacity”: In relation to a Unit or the Power Station at any time means the net capacity of the Unit or the Power Station at the relevant time (expressed in MW at the Interconnection Point) as declared by the Seller in accordance with the Grid Code and dispatching procedures as per the Availability Based Tariff;

'Declared Price of Land”: means the rental amount as mentioned in the Land Concession Agreement by the Authorized Representative, at which the identified land for the Site will be made available to the Seller.

“Delivery Point” or “Interconnection Point”: means the points of delivery specified in Schedule VI for fulfilling the obligation of the Seller to deliver the Contracted Capacity to the Procurers;

“DRERC”: means the Electricity Regulatory Commission, as defined in the Electricity Act, or its successors;

“Direct Non-Natural Force Majeure Event”: shall have the meaning ascribed in clause 12.3 (ii)(1);

“Dispute” means any dispute or difference of any kind between a Procurer and the Seller, in connection with or arising out of this Agreement including any issue on the interpretation and scope of the terms of this Agreement as provided in Article 17;

“Dispatch Instruction”: means any instruction issued by the Procurer to and/or the Seller, in accordance with applicable Grid Code and this Agreement;

“Due Date”: means the seventh (7th) day after a Weekly Bill or a Supplementary Bill is received and duly acknowledged by any Procurer (or, if such day is not a Business Day, the immediately succeeding Business Day) by which date such bill is payable by the said Procurer;

“Effective Date”: means the date of the acquisition of the Land Concession Agreement and the MSW Concession Agreement, in accordance with the provisions of the Share Purchase Agreement (as defined hereunder);

“Electricity Laws”: means the Electricity Act, herein above defined and the rules and regulations made there under from time to time along with amendments thereto and replacements thereof and any other Law pertaining to electricity including regulations framed by the Appropriate Commission, as of these presences;

“Electrical Output”: means the net electrical output of the Power Station at the Delivery Point, as expressed in kWh;

“Emergency”: means a condition or situation that, in the opinion of the Procurer or RLDC or SLDC or the agency responsible for operating and maintaining the Interconnection and Transmission Facilities or the transmission company, as the case may be, poses a significant threat to the Procurer's or the said agency's or transmission company's ability to maintain safe, adequate and continuous electricity supply to its customers, or seriously endangers the security of persons, plant or equipment;

“Energy Charges”: Shall have the meaning ascribed to this term under Schedule V;

“Expiry Date”: means the 30th anniversary of the Commercial Operation Date of the Power Station, of the term. If the renewal option of thirty (30) years is exercised, then the expiry date shall be after the 30th anniversary year of the renewal term.

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“Final Test Certificate”: means

a certificate of the Independent Engineer certifying and accepting the results of a Commissioning Test/s in accordance with clause i. 6.3 of this Agreement; or

a certificate of the Independent Engineer certifying the result of a Repeat Performance Tests in accordance with clause 8.1 of this ii. Agreement;

“Financial Closure” or “Financial Close”: Means the execution of all the Financing Agreements required for the Project and fulfillment of conditions precedents and waiver, if any, of any of the conditions precedent for the initial draw down of funds there under;

“Financing Agreements”: means all the loan agreements, notes, indentures, security agreements, letters of credit and other documents relating to the financing of the Project on or before the COD of the Power Station, as may be amended, modified, refinanced or replaced from time to time, but without in anyway increasing the liabilities of the Procurers therein;

“Force Majeure”: shall the meaning ascribed thereto in clause 12.3;

“Forced Outrage”: shall have the meaning ascribed thereto in the Grid Code;

“Fuel”: means primary fuel used to generate electricity namely, Refuse Derived Fuel (RDF) & Biogas (Biomethanation);

“Fuel Supply Agreements”: means the Concession Agreement entered into between the Seller and the Municipal Corporation and intervening governmental authorities, for the transportation of the Municipal Solid Waste (MSW) to the Complex;

“Functional Specifications “: means the technical requirements and parameters described in Schedule III of this Agreement and as provided in Grid Code relating to the operation, maintenance and dispatch of any Unit and the Power Station;

“Grid Code “ or “IEGC”: means any set of regulations or codes issued by Appropriate Commission as amended and revised from time to time and legally binding on the Sellers and Procurers governing the operation of the Grid System or any succeeding set of regulations or code;

“Grid System”: means the Interconnection and Transmission Facilities and any other transmission or distribution facilities through which the Procurer supply electricity to their customers or the transmission company transmits electricity to the Procurer;

“Independent Engineer”: means an independent consulting engineering firm or group appointed jointly by the Procurer and the Seller to carry out the functions in accordance with clause 4.7.1 and Article 6, Article 12 and Article 8 herein.

a certificate of the Independent Engineer certifying and accepting the results of a Commissioning Test/s in accordance with clause i. 6.3.1 of this Agreement; or

ii. provided that separate Independent Engineer may be appointed for the purposes of clause 4.7.1, Article 6, Article 12 and Article 8;

provided further that the separate Independent Engineer may be appointed for each financial year for the purposes of Article 8, and iii. in such case, such Independent engineer shall be appointed at least ninety (90) days prior to the beginning of the financial year.

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“Indirect Non-Natural Force Majeure Event”: Shall have the meaning ascribed thereto in clause 2.3(ii)(2).

“Initial Consents”: shall mean the consents listed in Schedule II.

“Initial Performance Retest Period”: shall have the meaning ascribed thereto in clause 6.3.3 of this Agreement.

“Interconnection Facilities” or “Interconnection and Transmission Facilities”: means the facilities on the Procurer side of the Interconnection Point for receiving and metering Electrical Output in and accordance with this Agreement and which shall include, without limitation, all other transmission lines and associated equipment, transformers and associated equipment, relay and switching equipment and protective devices, safety equipment and, subject to clause 5.3 and Schedule VI, the Metering System required for the Project. The Interconnection Facilities also include the facilities for receiving power at the Delivery Point where the transmission line from the Power Station Switchyard end is injecting power into the transmission network (including the dedicated transmission line connecting the Power Station with the transmission/CTU network).

“Intervening party” means all entities of the First party which will intervene to the present contract, also called the Guarantor, to guarantee (“Sovereign Guarantees”) the monthly invoices, monthly provisional invoices corresponding to the purchase of electricity by the Buyer, all additional invoices for any reason as long as related to the terms of this contract, as well as “ALL” of the obligations of the First Party, in reference to these presences The guarantee in question is considered to be effective during all the duration of validity of the contract.

“Invoice” or “Bill”: means either a Weekly Tariff Invoice, a Supplementary Invoice or a Procurer Invoice; “Late Payment Surcharge”: shall have the meaning ascribed thereto in clause 11.3.4.

“Law”: means, in relation to this Agreement, all Electricity Laws and by-laws in force in the country.

“Lenders”: means the banks, other financial institutions, multilateral agencies, registered non-banking financial companies, mutual funds and agents or trustees of debenture / bond holders, including their successors and assignees, who have agreed as on or before COD of the Power Station to provide the Seller with the senior debt financing described in the Capital Structure Schedule, and any successor banks or financial institutions to whom their interests under the Financing Agreements may be transferred or assigned; Provided that, such assignment or transfer shall not relieve the Seller of its obligations to the Procurer under this Agreement in any manner and shall also does not lead to an increase in the liability of any of the Procurer.

“Letter of Credit (LC)” or “Revolving Letter of Credit (RLC)”: shall have the meaning ascribed thereto in clause 11.4.1.

“Meters” or “Metering Systems”: Means meters used for accounting and billing of electricity in accordance with Central Electricity Authority (Installation and Operations of Meters) Regulations, Grid Code and ABT, as amended from time to time.

“Maintenance Outage”: shall have the meaning as ascribed to this term as per the provisions of the Grid Code.

“MCR”: means gross Power Station or Unit Maximum Continuous Rating as defined in the Grid Code.

“Minimum Off-take Guarantee”: means guaranteed off take net of self-consumption, of the total Available Energy (ex-bus) at all the times for resale.

“Month”: Means a period of thirty (30) days from (and excluding) the date of the event, where applicable, else a calendar month.

“Weekly Bill” or “Weekly Invoice”: Means a Weekly invoice comprising of power tariff, including incentive and penalty, as per Schedules 6 & 10 hereof.

“Notice to Proceed” or “NTP “: Means the date on which the Seller shall fulfill the condition as contained in clause 3.1.2 (iii) of this Agreement in accordance with the provisions of this Agreement.

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“Natural Force Majeure Event”: shall have the meaning ascribed thereto in clause 12.3(i).

“Non-Natural Force Majeure Event”: shall have the meaning ascribed thereto in clause 12.3(ii).

“Operating Period”: in relation to the Power Station means the period from its COD, until the expiry or earlier termination of this Agreement in accordance with Article 2 of this Agreement.

“O&M Contract (s)”: means the contract/s entered into by the Seller with the Operator or Operators, if any.

“Operating Procedures”: shall have the meaning ascribed thereto in Grid Code.

“Operator(s)”: means one or more contractors appointed as operator of power generation facilities of the Power Station pursuant to an O&M contract, if any.

“Party” and “Parties”: shall have the meaning ascribed thereto in the recital to this Agreement.

“Performance Test”: means the test carried out in accordance with clause 1.1 of Schedule IV of this Agreement;

“Preliminary Default Notice”: shall have the meaning ascribed thereto in Article 13 of this Agreement.

“Plant” means the integrated MSW management, processing and disposal facility comprising the RDF Plant, the Biomethanation Plant, the Power Plant and the Inert Management Facility to be designed, constructed, operated and maintained by Corporation in accordance with the terms and provisions of this Agreement and in the event Corporation decides to design, construct, operate and maintain a compost plant, such facility shall also be part of the Plant.

“Power Station”: means the:

i. RDF & Biomethanation based power generation facilities;

ii. any associated fuel handling, treatment or storage facilities of the power generation facility referred to above;

iii. any water supply, treatment or storage facilities required for the operation of the power generation facility referred to above;

iv. the ash disposal system;

v. bay/s for transmission system in the switchyard of the power station,

all the other assets, buildings/structures, equipment, plant and machinery, facilities and related assets required for the efficient and vi. economic operation of the power generation facility.

“Project”: means the Power Station undertaken for design, financing, engineering, procurement, construction; operation, maintenance, repair, refurbishment, development and insurance by the Seller in accordance with the terms and conditions of this Agreement;

“Project Documents”: means:

i. Engineering and Architectural plans and Construction Contracts

ii. Concession Agreement, Effluent Supply Agreement, CDM related agreements and documents;

iii. Other authorizations and clearances;

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iv. O&M contracts;

v. any other agreements plans, designated in writing as such, from time to time, jointly by the procurer and the Seller;

“Prudent Utility Practices”: means the practices, methods and standards that are generally accepted internationally from time to time by electric utilities for the purpose of ensuring the safe, efficient and economic design, construction, commissioning, operation and maintenance of power generation equipment of the type specified in this Agreement and which practices, methods and standards shall be adjusted as necessary, to take account of:

i. operation and maintenance guidelines recommended by the manufacturers of the plant and equipment to be incorporated in the Project;

ii. the requirements of Law; and

iii. the physical working conditions for workers, inspectors and visitors at the Site;

“Quoted Tariff”: Shall mean the year wise charges quoted by the Seller on per unit basis (refer to Schedule VIII);

“Renewal Option” means an additional thirty (30) years term, tacitly renewed (discretion of Vendor), and as described in the “Term” definition, below.

“Repeat Performance Test”: Shall have the meaning ascribed thereto in Article 8.1 of this Agreement;

“Revised Scheduled COD”: Shall have the meaning as ascribed thereto in clause 3.1.2 (ix) b;

“RPC”: Means the relevant Regional Power Committee established by the Government of that region for a specific Region in accordance with the Electricity Act, for facilitating integrated operation of the power system in that Region;

“Regional Energy Accounts” or “REA”: Means as defined in the Grid Code and issued by the relevant RPC secretariat or other appropriate agency for each Week and for each Month (as per their prescribed methodology), including the revisions and amendments thereof;

“RLDC”: Means the relevant Regional Load Dispatch Centre as defined in the Electricity Act, in the region in which the Project is located;

“Scheduled COD” or “Scheduled Commercial Operation Date”: means for Power Station, the proposed date of commissioning calculated on the basis of the number of months from the Effective Date, as provided or such other dates from time to time, specified in accordance with the provisions of this Agreement;

“Scheduled Connection Date”: shall mean the date falling 180 days before the Scheduled COD of Power Station;

“Scheduled Outage”: shall have the meaning ascribed to this term as per the provisions of the Grid Code;

“Scheduled Synchronization Date”: means in relation to the Power Station, the date, which shall be maximum of Sixty (60) days prior to the Scheduled COD of the respective Unit; (assuming 30 days period for stabilization for first synchronizing and 30 days period for trial run);

“Supplementary Bill”: means a bill other than a Weekly Bill raised by any of the Parties in accordance with Article 11;

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“Site”: means the land over which the Project will be developed as provided in Schedule I.A;

“SLDC”: means the relevant State Load Dispatch Centre as defined in the Electricity Laws, in the State where the Procurer's registered office is located;

“State Transmission Utility” or “STU”: shall have the meaning ascribed thereto in the Electricity Act;

“Tariff Payment”: means the payments under Weekly Bills as referred to in Schedule V and the relevant Supplementary Bills;

“Tariff”: means the tariff as computed in accordance with Schedule VIII;

“Technology” means the relevant technology for the waste to energy processes, that Corporation may, at its discretion, deem fit to use in the Project Facilities from time to time.

“Tested Capacity”: in relation to the Power Station as a whole means the results of the most recent Performance Test or Repeat Performance Test carried out in relation to the Power Station in accordance with Article 6, Article 8 and Schedule III of this Agreement;

“Term” means the time period of Thirty (30) years commencing from the Effective Date and will also include an option of an additional thirty (30) years thereafter, tacitly renewed (Corporation’s discretion), whereby the resale of electricity shall be indexed by four and a half percent (4.5 %) per annum, using the 30th year of the 1st period as a base for indexation for the optional period.

“Terminal Price”: means the price at which the Seller will transfer back the site along with all the assets necessary to run the plant as erected by the Seller to the First Party, at the end of the term of this Agreement. This price is the same as mentioned in the Concession Agreement signed between the Seller and the First Party of the Municipal Solid Waste Concession Agreement, Land Lease Agreement & Supply of Treated Sewage/Effluent Agreement;

“Termination Notice”: shall mean the notice given before termination of this Agreement in accordance with relevant clauses of this Agreement;

“Term of the Agreement”: shall have the meaning ascribed thereto in clause 2.1;

“Total Debt Amount”: means the sum of the following amounts, expressed in US Dollars, namely:

the principal amount of the senior debt incurred by the Seller (as per the terms of the Financing Agreements) to finance the Project according to the Capital Structure Schedule which remains outstanding on the date of issuance of Substitution Notice by the Lender i. after taking account of any senior debt repayments which could have been made out of the Weekly Tariff Payments received by the Seller on or before the date of issuance of Substitution Notice by the Lender as per the terms provided in the Financing Agreements; and

all accrued interest and financing fees payable under the Financing Agreements on the amounts referred to in (i) above from the date ii. of the Capacity Charge payment immediately preceding the date of issuance of Substitution Notice by the Lender or, if the Capacity Charges have not yet fallen due to be paid, from the most recent date when interest and financing fees were capitalized, and

if this Agreement is terminated during the Construction Period, any amounts owed to the Construction Contractor for work iii. performed but not paid for under the Construction Contract (other than amounts falling due by reason of the Seller's default);

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“RLDC”: Means the relevant Regional Load Dispatch Centre as defined in the Electricity Regulation, in the region in which the Project is located;

“Unscheduled Interchange” or “UI “: shall have the meaning ascribed thereto in the Rules of the CERC (Terms and Conditions of tariff) Regulations as amended or revised from time to time;

“Week”: means a calendar week commencing from 00:00 hours of Monday, and ending at 24:00 hours of the following Sunday;

“Wheeling Charges “ or “Transmission Charges”: Are the charges paid by the Procurers to the CTU or STU or any other agency for the transfer of power from the Power Station switchyard end to the Procurer's network.

1.2 Interpretation

Save where the contrary is indicated, any reference in this Agreement to:

This Agreement shall be co-terminus with the Concession Agreement and is to be read, for any interpretation, together with the provisions of the 1.2.1 Municipal Solid Waste Concession Agreement, Land Lease Agreement & Supply of Treated Sewage/Effluent Agreement.

1.2.2 The capitalized terms that are used but not defined in this Agreement shall have the same meaning as given to them in the Concession Agreement.

A “Recital”, an “Article”, a “Schedule” and a “paragraph/clause” shall be construed as a reference to a Recital, an Article, a Schedule and a 1.2.3 paragraph/clause respectively of this Agreement.

An “affiliate” of any party shall mean a company that either directly or indirectly controls or is controlled by or is under common control of the 1.2.4 same person which controls the concerned party; and control means ownership by one company of at least twenty six percent (26%) of the voting rights of the other company.

An “encumbrance” shall be construed as a reference to a mortgage, charge, pledge, lien or other encumbrance securing any obligation of any 1.2.5 person or any other type of preferential arrangement (including, without limitation, title transfer and retention arrangements) having a similar effect.

“indebtedness” shall be construed so as to include any obligation (whether incurred as principal or surety) for the payment or repayment of 1.2.6 money, whether present or future, actual or contingent;

A “person” shall be construed as a reference to any person, firm, company, corporation, society, trust, government, state or agency of a state or 1.2.7 any association or partnership (whether or not having separate legal personality) of two or more of the above and a person shall be construed as including a reference to its successors, permitted transferees and permitted assigns in accordance with their respective interests.

The “winding-up”, “dissolution”, “insolvency”, or “reorganization” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction 1.2.8 in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement, protection or relief of debtors.

1.2.9 Words importing the singular shall include the plural and vice versa.

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This Agreement itself or any other agreement or document shall be construed as a reference to this or to such other agreement or document as it 1.2.10 may have been, or may from time to time be, amended, varied, novated, replaced or supplemented.

1.2.11 A time of day shall, save as otherwise provided in any agreement or document be construed as a reference to the Standard Time of the country.

Different parts of this Agreement are to be taken as mutually explanatory and supplementary to each other and if there is any inconsistency 1.2.12 between or among the parts of this Agreement, they shall be interpreted in a harmonious manner so as to give effect to each part.

The tables of contents and any headings or sub-headings in this Agreement have been inserted for ease of reference only and shall not affect the 1.2.13 interpretation of this Agreement.

All interest payable under this Agreement shall accrue from day to day and be calculated on the basis of a year of three hundred and sixty five 1.2.14 (365) days.

1.2.15 The words “hereof or “herein”, if and when used in this Agreement shall mean a reference to this Agreement.

2. ARTICLE 2: TERM OF AGREEMENT

2.1 Effective Date and Term of Agreement

This Agreement shall come into effect from the Effective Date. This Agreement shall be valid for a term commencing from the Effective Date until the Expiry Date (“Term of Agreement”) unless terminated earlier pursuant to clause 2.2. Upon the occurrence of the Expiry Date, this Agreement shall, subject to clause 18.9, automatically tacitly renews to the renewal option.

2.2 Early Termination

This Agreement shall terminate before the Expiry Date:

if either the Procurer or Seller exercises a right to terminate, pursuant to clause 3.3.1, clause 3.3.2, clause 3.3.3 and clause 4.4.3 of this i. Agreement or any other provision of this Agreement; or

ii. in such other circumstances as the Seller and all the Procurer may agree, in writing.

2.3 Terminal Price payment

The Terminal Price payment to be made by Procurer (if any) to Seller, as mentioned in the clause 1.1 should be paid within ten (10) days from the last day of Term of the Agreement, or the renewal option.

2.4 Survival

The expiry or termination of this Agreement shall not affect accrued rights and obligations of the Parties under this Agreement, including the right to receive Liquidated Damages (if any) as per the terms of this Agreement, nor shall it affect any continuing obligations for which this Agreement provides, either expressly or by necessary implication, the survival of, post its expiry or termination.

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3. ARTICLE 3: CONDITIONS SUBSEQUENT TO BE SATISFIED BY THE SELLER AND THE PROCURER

3.1 Satisfaction of conditions subsequent by the Seller and the Procurer

3.1.1 A The Seller shall have the option to change the Unit configuration after the Effective Date till NTP (Notice to Proceed), provided that Seller submits the undertaking that the changed Unit configuration meets all the conditions specified in Schedule III and the changed Unit configuration meets all Functional Specifications. Any additional cost arising out of the changed Unit configuration shall be to the account of the Seller and no adjustment in the Tariff will be permitted.

3.1.2 The Seller agrees and undertakes to duly perform and complete the following activities within (i) Three Months from the Effective Date or (ii) Four Months from the date of issue of Letter of Intent, whichever is later, unless such completion is affected due to the Procurer's failure to comply with their obligations under clause 3.1.3 of this Agreement or by any Force Majeure event or if any of the activities is specifically waived in writing by the Procurers jointly:

the Seller shall apply for the Initial Consents to as mentioned in Schedule II. If all of the permits are not granted by the First Party, as the First Party has already signed these presences and are the responsible entities of issuing same (permits), the default shall be considered as a premature i. Breach of Contract, hereinabove named, clause 2.2, as “Early Termination”, and the First Party (Procurer) shall be subject to the liability of said prejudice, as agreed to in the Municipal Solid Waste Concession Agreement, Land Lease Agreement & Supply of Treated Sewage/Effluent Agreement; ii. the Seller shall:

award the Engineering, Procurement and Construction contract (“EPC” contract) or the fabrication contract for boiler, turbine and a) generator (“BTG”), for the Project and shall give to such contractor an irrevocable notice to proceed, and

The Seller shall send a written notice to the Procurer indicating the Contracted Capacity and Gross Capacity for the each Unit and b) for the Power Station as a whole expressed in MW and furnished the undertaking as per clause 3.1.1.

the Seller shall make available to the Procurer the data with respect to the Project for design and fabrication of the interconnection Facilities and iii. Transmission Facilities; iv. the Seller shall finalize the specific delivery point for supply of power in consultation with the Procurer; v. where the Seller has not exercised its option to change unit configuration the Seller shall send a written notice to the Procurer indicating that:

a) the Scheduled COD shall be as per the original Scheduled COD, or

it intends to propone the Scheduled COD, to be established after the obtention of all permits and clearances for the project mentioned b) herein (hereinafter referred to as “Revised Scheduled COD”).

where the Seller has exercised its option to change unit configuration the Seller shall send a written notice to the Procurer indicating the changing vi. of the Scheduled COD.

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3.1.3 The Procurers shall ensure that the following activities are completed within the time period mentioned below:

Obtaining all permits and clearances, as referenced in Schedule II, from the appropriate regulatory divisions of government, within two (2) months after official deposit of pertinent project plans and supporting documentation by the Seller.

3.1.4 Joint responsibilities of the Procurer and the Seller:

The Procurer and Seller shall jointly appoint the Independent Engineer at the cost of Seller, for the purposes of carrying out the functions as specified in clause 4.7.1, Article 6, Article 8 and Article 12, herein within a period of eight (8) months from the Effective Date of these presences.

3.2 Progress Reports

The Seller and the Procurer shall notify one another in writing at least once every two (2) weeks on the progress of the project, until completion.

3.3 Consequences of non-fulfillment of conditions under clause 3.1

3.3.1 If any of the conditions specified in clause 3.1.2 is not duly fulfilled by the Seller even within six (6) Months after the time specified under clause 3.1.2, then the Procurer reserves the right to execute the “Procedure for cases of Seller Event of Default” of clause 13.3.

3.3.2 In case of inability of the Seller to fulfill the conditions specified in clause 3.1.2 due to any Force Majeure event, the time period for fulfillments of the Condition Subsequent as mentioned in clause 3.1.2 and clause 3.1.3, shall be extended for the period of such Force Majeure event, subject to a maximum extension period of one hundred and twenty days (120) days, continuous or non-continuous in aggregate. Thereafter, this Agreement may be terminated by the Seller by giving a notice, in writing, to the other Party.

Similarly, in case of inability of the Procurer to fulfill the conditions specified in clause 3.1.3 due to any Force Majeure event, the time period for fulfillment of the Condition Subsequent as mentioned in clause 3.1.2 and clause 3.1.3, shall be extended for the period of such Force Majeure event, subject to a maximum extension period of one hundred and twenty days (120) days, continuous or non-continuous in aggregate. Thereafter, this Agreement may be terminated by the Seller by giving a Termination Notice, in writing, to the other Party.

3.3.3 No Tariff adjustment shall be allowed on account of any extension of time arising under any of the sub - articles of clause 3.3. Provided that due to the provisions of clause 3.3.3, any increase in the time period for completion of Conditions Subsequent mentioned under clause 3.1.2 and 3.1.3, shall also lead to an equal increase in the time period for Scheduled COD and Scheduled Connection Date.

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4. ARTICLE 4: DEVELOPMENT OF THE PROJECT

4.1 The Seller's obligation to build, own and operate the Project

4.1.1 Subject to the terms and conditions of this Agreement, the Seller undertakes to be responsible, at Seller's own cost, for:

a) executing the Project in a timely manner so as to enable the Power Station as a whole to be Commissioned;

owning the Project throughout the term and option of this Agreement free and clear of encumbrances, except those expressly permitted b) by Article 16 and financial obligations with Lending institutions;

procure the requirements of electricity at the Project (including construction, commissioning and start-up power) and to meet in a timely c) manner all formalities for getting such a supply of electricity;

provide on a timely basis relevant information on Power Station specifications which may be required for interconnecting system with d) the transmission system;

e) fulfilling all other obligations undertaken by him under this Agreement.

shall be responsible for procuring the Interconnection and Transmission Facilities to enable the Power Station to be connected to the f) Grid System.

4.2 Procurer's obligation

Subject to the terms and conditions of this Agreement, the Procurer:

shall be responsible for facilitating the procurement of the Interconnection and Transmission Facilities by the Seller to enable the Power a) Station to be connected to the Grid System;

shall ensure that the Seller is provided an electrical connection for reasonable construction, commissioning and start up power at the b) Project;

shall make all reasonable arrangements for the evacuation of the Infirm Power from the Power Station; subject to the availability of c) transmission lines and

d) fulfilling obligations undertaken by them under this Agreement.

4.3 Purchase and sale of Energy

4.3.1 Subject to the terms and conditions of this Agreement, the Seller undertakes to sell to the Procurer, and the Procurer undertakes to purchase and pay the Tariff (de facto “Take-or-Pay” (for full face value) basis), as documented in Schedule VIII, for the total net Available Energy of the Power Station, generated and delivered at any time throughout the term of this Agreement.

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4.4 Right to Available Energy

4.4.1 Subject to other provisions of this Agreement, the net energy available at the Grid shall at all times be for the exclusive benefit of the Procurer and the Procurer shall have the exclusive right to purchase such Available Energy from the Seller. The Seller shall not grant to any third party or allow any third party to obtain any entitlement to such Available Energy.

4.5 Extensions of time

4.5.1 In the event that:

the Seller is prevented from performing its obligations under clause 4.1.1 (b) by the stipulated date, due to any Procurer Event of Default; a) or

b) the Power Station cannot be Commissioned by its Scheduled Commercial Operations Date because of Force Majeure Events.

the Scheduled Commercial Operations Date, the Scheduled Connection Date and the Expiry Date shall be deferred, subject to the limit prescribed in clause 4.5.3, for a reasonable period but not less than 'day for day' basis, to permit the Seller through the use of due diligence, to overcome the effects of the Force Majeure Events affecting the Seller or in the case of the Procurer's Event of Default, till such time such default is rectified by the Procurer.

4.5.2 If the Parties have not on how long the Scheduled Commercial Operations Date, the Scheduled Connection Date or the Expiry Date should be deferred by, any Party may raise the dispute to be resolved in accordance with the Arbitration rules hereunder stipulated.

4.5.3 In case of extension occurring due to reasons specified in clause 4.5.l. (a), the original Scheduled Commercial Operations Date of the Power Station as a whole, would not be extended by more than one (1) year or the date on which the Seller elects to terminate this Agreement (premature termination of contract with prejudice), whichever is earlier.

As a result of such extension, the date newly determined shall be deemed to be the Scheduled Commercial Operations Date for the purposes of this Agreement.

Liquidated damages for delay due to Procurer Event of Default and Non Natural Force Majeure Events and Natural Force Majeure 4.6 Events

4.6.1 If

Power Station cannot be commissioned by its Scheduled Commercial Operations Date, due to a Procurer Event of Default or due to Non Natural Force Majeure Event (or Natural Force Majeure affecting the Procurer) provided such Non Natural Force Majeure Event (or a) Natural Force Majeure affecting the Procurer) has continued for a period of more than three (3) continuous or non-continuous Months; or

Power Station is available for conducting Commissioning Tests and is anticipated to be capable of duly completing the Commissioning Tests as certified by the Independent Engineer, but the said Commissioning Tests are not undertaken or completed due to such Procurer b) Event of Default or due to Non Natural Force Majeure Event (or Natural Force Majeure affecting the Procurer) provided such Non Natural Force Majeure Event (or Natural Force Majeure affecting the Procurer) has continued for a period of more than three (3) continuous or non-continuous Months:

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4.6.2 Such Unit shall, until the effects of the Procurer Event of Default or of Non Natural Force Majeure Event (or Natural Force Majeure affecting the Procurer) no longer prevent the Seller from undertaking a Commissioning Test, be deemed too been Commissioned with effect from the Scheduled COD without taking into account delay due to such Procurer Event of Default or Non Natural Force Majeure Event (or Natural Force Majeure affecting the Procurer) and shall be treated as follows.

a) In case of delay on account of the Procurer Event of Default, the Procurer shall make payment to the Seller of an amount equal to:

Deemed power generation at 100% of the net available for resale to the Procurer, multiplied by the number of days of default, i. plus

The loss of minimum MSW tipping fee guarantee by the Procurer (First Party) as stipulated in the Municipal Solid Waste ii. Concession Agreement, Land Lease Agreement & Supply of Treated Sewage/Effluent Agreement multiplied by the number of days of default.

Nota bene: i + ii = Amount payable to Seller by Procurer

b) In case of delay on account of any Natural Force Majeure Event, the Procurer shall not be obliged to make any payment to the Seller.

4.6.3 In every case referred to in clause 4.6.1 hereinabove, the Seller shall undertake a Commissioning Test as soon as reasonably practicable and in no event later than two (2) weeks or such longer period as mutually agreed between the Seller and the Procurer after the point at which it is no longer prevented from doing so by the effects of Force Majeure Events or Procurer Event of Default (as appropriate).

4.7 Limit on amounts payable due to default

4.7.1 The Parties expressly agree that the Procurer's only liability for any loss of profits or any other loss of any other kind or description whatsoever, suffered by the Seller by reason of the Procurer's failure to meet its obligations under clause 4.2(a) to clause 4.2(d) shall be to pay the Seller the amounts specified in clause 4.6 and Article 13.

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5. ARTICLE 5: CONSTRUCTION

5.1 Seller's Construction Responsibilities

The Seller shall be responsible for designing, constructing, erecting, commissioning, completing and testing the Power Station in accordance with the following, it being clearly understood that in the event of inconsistency between two or more of the following, the order of priority as between them shall be the order in which they are placed, with applicable law in the first:

a) applicable Law including MSW (Management & Handling) Rules;

b) the Grid Code;

c) the terms and conditions of this Agreement;

d) the Functional Specifications; and

e) Prudent Utility Practices.

Notwithstanding anything to the contrary contained in this PPA, the Seller shall ensure that the technical parameters or equipment limits of the Project shall always be subject to the requirements as specified in points (a) to (e) above and under no event shall over-ride or contradict the provisions of this Agreement and shall not excuse the Seller from the performance of his obligations under this Agreement.

5.2 The Site

On and from the Effective Date, the Seller shall be deemed, on the basis of the provisions of project proposal, to have had sufficient opportunity to investigate the Site (including but not limited to its geological condition, on the Site, the adequacy of the road and rail links to the Site and the availability of adequate supplies of water) and accepts full responsibility for its condition and that it shall not be relieved from any of its obligations under this Agreement or be entitled to any extension of time or financial compensation by reason of the unsuitability of the Site for whatever reason.

5.3 Information Regarding Interconnection Facilities

The Procurer shall provide the Seller, on a timely basis, all information with regard to the Interconnection and Transmission Facilities as is reasonably necessary to enable the Seller to design, install and operate all interconnection plant and apparatus on the Seller's side of the Interconnection Point.

5.4 Quality of Workmanship

The Seller shall ensure that the Power Station is designed, built and completed in a good workmanlike manner using sound engineering construction practices and using only materials and equipment that are new and of international utility grade quality such that, the useful life of the Power Station will be at least till the Expiry Date.

The Seller shall ensure that design, construction and testing of all equipment, facilities, components and systems of the Project shall be in accordance with Autonomous Island of Grande Comore, Union of the Comoros Standards and Codes issued by the Bureau of Autonomous Island of Grande Comore, Union of the Comoros Standards and/or internationally recognized Standards and Codes, such as:

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i. American National Standards Institute (ANS) ii. American Society of Testing and Materials (ASTM) iii. American Society of Mechanical Engineers (ASME) iv. American Petroleum Institute (API) v. Standards of the Hydraulic Institute, USA vi. International Organization for Standardization (ISO) vii. Japanese Industrial Standards (JIS) viii. Tubular Exchanger Manufacturer's Association (TEMA) ix. American Welding Society (AWS) x. National Electrical Manufacturers Association (NEMA) xi. National Fire Protection Association (NFPA) xii. International Electro-Technical Commission (AEC) xiii. Expansion Joint Manufacturers Association (EJMA) xiv. Heat Exchange Institute (HEI) xv. American Water Works Association (AWWA)

5.5 Consents

The Seller shall be responsible for furnishing all documents and plans required for developing, financing, constructing, operating and maintenance of the Project. For the avoidance of doubt, it is clarified that the Procurer shall be responsible for the issuance of permits and clearances, as stipulated in clause 3.1.3 above. The Seller shall be responsible for maintaining and renewing the Consents and for fulfilling all conditions specified therein.

5.6 Construction Documents

The Seller shall retain at the Site and make available for inspection to the Procurer at all reasonable times copies of the results of all tests specified in Schedule IV hereof.

5.7 Co-ordination of Construction Activities

5.7.1 Before the tenth (10th) day of each Month, during the Construction Period the Seller shall prepare and submit to the Procurer as well as Authorized Representative a monthly progress report, in the Agreed Form.

The Seller and all the Procurer shall designate from time to time, by giving a written notice to the other party up to five (5) of its employees who shall be responsible for coordinating all construction activities relating to the Project and who shall have access at all reasonable times to the other party's land for the purpose of apprising the progress of the work being carried on, subject to such designated persons or the party appointing them giving reasonable notice to the other party of such visit and subject to their complying with all reasonable safety procedures. The Procurer will have to give a written notice to the Seller of at least one (1) day, to visit the physical premises of the Complex.

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6. ARTICLE 6: SYNCHRONISATION, COMMISSIONING AND COMMERCIAL OPERATION

6.1 Synchronization

6.1.1 The Seller shall give the Procurer and RLDC at least sixty (60) days advance preliminary written notice and at least thirty (30) days advance final written notice, of the date on which it intends to synchronize Power Station to the Grid System.

6.1.2 Subject to clause 6.1.1, Power Station may be synchronized by the Seller to the Grid System when it meets all connection conditions prescribed in any Grid Code then in effect and otherwise meets all other country legal requirements for synchronization to the Grid System.

6.2 Commissioning

6.2.1 The Seller shall be responsible for ensuring that Power Station is commissioned in accordance with Schedule IV at its own cost.

6.2.2 The Seller shall give the Procurer and the Independent Engineer not less than ten (10) days prior written notice of Commissioning Test of Power Station.

6.2.3 The Seller, the Procurer and the Independent Engineer shall each designate qualified and authorized representatives to witness and monitor Commissioning Test of Power Station.

6.2.4 Testing and measuring procedures applied during Commissioning Test shall be in accordance with the codes, practices and procedures mentioned in Schedule IV of this Agreement.

6.2.5 Within five (5) days of a Commissioning Test, the Seller shall provide the Procurer and the Independent Engineer with copies of the detailed Commissioning Test results. Within five (5) days of receipt of the Commissioning Test results, the Independent Engineer shall provide to the Procurer and the Seller in writing, his findings from the evaluation of Commissioning Test results, either in the form of Final Test Certificate certifying the matters specified in clause 6.3.1 or the reasons for non-issuance of Final Test Certificate.

6.3 Commercial Operation

6.3.1 Power Station shall be commissioned following the date when the Procurer and the Seller receive a Final Test Certificate of the Independent Engineer stating that:

a) the Commissioning Tests have been carried out in accordance with Schedule IV, and are acceptable to him; and

the results of the Performance Test show that the Power Station's Tested Capacity, is not less than ninety-five (95) percent of its Minimum b) Capacity (net after self-consumption), as existing on the Effective Date or in case the Seller has exercised the option under clause 3.1.1 the Contracted Capacity so finalized.

6.3.2 If the Power Station fails a Commissioning Test, the Seller may retake the relevant test, within a reasonable period after the end of the previous test, with three (3) day's prior written notice to the Procurer and the Independent Engineer. Provided however, the Procurer shall have a right to require deferment of any such re-tests for a period not exceeding fifteen (15) days, without incurring any liability for such deferment, if the Procurer is unable to provide evacuation of power to be generated, due to reasons outside the reasonable control of the Procurer or due to inadequate demand in the Grid.

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6.3.3 The Seller may retake the Performance Test by giving at least fifteen (15) days advance notice in writing to the Procurer, up to eight (8) times, during a period of one hundred and twenty (120) days (“Initial Performance Retest Period”) from Power Station's COD in order to demonstrate an increased Tested Capacity to meet the minimum requirements. Provided however, the Procurer shall have a right to require deferment of any such re-tests for a period not exceeding fifteen (15) days, without incurring any liability for such deferment, if the Procurer are unable to provide evacuation of power to be generated, due to reasons outside the reasonable control of the Procurer or due to inadequate demand in the Grid.

6.3.4 (i) If Power Station's Tested Capacity after the most recent Performance Test mentioned in clause 6.3.3 has been conducted, is less than its Minimum Capacity (3.8 MW Net) as existing on the Effective Date or in case the Seller has exercised the option under clause 3.1.1, the Capacity so finalized after testing will be the final capacity for the Minimum Capacity requirements.

6.3.5 If Power Station's Tested Capacity as at the end of the Initial Performance Retest Period or the date of the eighth (8th) Performance Test mentioned in clause 6.3.3, whichever is earlier, is found to be more than its Minimum Capacity (3.8 MW Net) as existing on the Effective Date or in case the Seller has exercised the option under clause 3.1.1., the capacity as so defined, the tested capacity shall be deemed to be the Power Station's Capacity.

6.4 Costs Incurred

The Seller expressly agrees that all costs incurred by him in synchronizing, connecting, commissioning and/or testing or retesting Power Station shall be solely and completely to his account and the Procurer's liability shall not exceed the amount of the Energy Charges payable for such power output, as set out in Schedule VIII.

7. ARTICLE 7: OPERATION AND MAINTENANCE

The Parties shall comply with the provisions of the applicable Law including, in particular the Grid Code.

8. ARTICLE 8: CAPACITY, AVAILABILITY AND DISPATCH

8.1 Repeat Performance Tests

8.1.1 The Procurers may from time to time during the Operating Period, but only if the available capacity has not been one hundred per cent (100%) of the Minimum Capacity of the Power Station (excluding the planned outage for capital maintenance in consultation with the Procurer) even for one continuous period of at least three (3) hours during any three continuous months, require the Seller to demonstrate the Power Station's tested capacity by carrying out a further Performance Test (a “Repeat Performance Test”) in accordance with this clause 8.1. A Repeat Performance Test shall be carried out in accordance with Schedule IV, save that the test shall last twenty-four (24) hours instead of seventy-two (72) hours. Provided that if the tested capacity after such test is less than ninety five percent (95 %) of the minimum capacity as existing on the Effective Date (or in case the Seller has exercised the option under clause 3.1.1, the Minimum Capacity as so finalized) of the Commissioned Units.

8.1.2 The Procurer shall give the Seller not less than seven (7) days' advance written notice of the time when a Repeat Performance Test of the Power Station is to begin. A Repeat Performance Test may not be scheduled for any period when the Power Station is due to undergo a Scheduled Outage.

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8.1.3 The Procurer and Seller shall jointly appoint the Independent Engineer to monitor the Repeat Performance Test and to certify the results.

8.1.4 If the Seller wishes to take Power Station, out of service for repair before a Repeat Performance Test, it shall inform the Procurer in writing before its scheduled start of the repairs and the estimated time required to complete the repairs. The Parties shall then schedule a Maintenance Outage in accordance with the Grid Code to enable the Seller to carry out those repairs and in such a case, the Procurer, requiring the Repeat Performance Test, shall defer the Repeat Performance Test until Power Station is returned to service following that Maintenance Outage.

8.1.5 The Seller, the Procurer and the Independent Engineer shall each have the right to designate qualified and authorized representatives (but are not obligated to do so) to monitor the Repeat Performance Test.

8.1.6 Testing and measurement procedures applied during the Repeat Performance Test shall be in accordance with the codes, practices of procedures as generally/normally applied for the Performance Tests (refer to Schedule IV).

8.1.7 Within five (5) days of a Repeat Performance Test, the Seller shall provide to the Procurer and the Independent Engineer with copies of the detailed test results.

8.1.8 Within five (5) days of receipt of the Commissioning Test results, the Independent Engineer shall provide to the Procurer and the Seller in writing, his findings from the evaluation of Commissioning Test results, either in the form of Final Test Certificate certifying the matters specified in clause 6.3.1 or the reasons for non-issuance of Final Test Certificate.

8.1.9 Within one (1) Month of the date by which the Power Station has been commissioned, the Seller shall conduct a Performance Test of the Power Station (hereinafter referred to as “Power Station Performance Test”) whereafter the provisions of clause 8.2 shall apply. A Power Station Performance Test shall be carried out in accordance with clause 1.1 of Schedule IV, save that the test shall last twenty-four (24) hours instead of seventy-two (72) hours.

8.2 Availability

The Seller shall comply with the provisions of the applicable Law regarding Availability including, in particular, to the provisions of the Grid Code relating to intimation of Availability and the matters incidental thereto.

8.3 Dispatch

The Power Station shall enjoy a must-run status and accordingly, no other merit order will apply, for the term of the contract and renewal option, thereof.

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9. ARTICLE 9: METERING AND ENERGY ACCOUNTING

9.1 Meters

For installation of Meters, Meter testing, Meter calibration and Meter reading and all matters incidental thereto, the Seller and the Procurer shall follow and be bound by the Central Electricity Authority (Installation and Operation of Meters) Regulations, the Grid Code and ABT as amended and revised from time to time. In addition, the Seller shall also allow and facilitate CTU in installation of one set of required main and standby special energy meters for accurate recording of energy supplied by Seller. For these CTU meters (110V, 1A, 4-wire), the Seller shall provide the required connection from EHV current transformers/ bushing CTs/ voltage transformers/ CVTs on EHV side of all generator-transformers, station transformers and outgoing lines, of meter accuracy of 0.2 class or better. The Seller may install any further meters for its own comfort at its own cost.

10. ARTICLE 10: INSURANCES

10.1Insurance

The Seller shall effect and maintain or cause to be affected and maintained during the Construction Period and Operating Period, Insurances against such risks, with such deductibles and with such endorsements and co-insured(s), which the Prudent Utility Practices would ordinarily merit maintenance of and as required under the Financing Agreements.

10.2Application of Insurance Proceeds

Save as expressly provided in this Agreement or the Insurances, the proceeds of any insurance claim made due to loss or damage to the Project or any part of the Project shall be first applied to reinstatement, replacement or renewal of such loss or damage of the project.

If an Event renders the Project no longer economically and technically viable and the insurers under the Insurances make payment on a “total loss” or equivalent basis, the Procurer shall have no claim on such proceeds of such Insurance.

10.3Effect on liability of the Procurer

Notwithstanding any liability or obligation that may arise under this Agreement, any loss, damage, liability, payment, obligation or expense which is insured or for which the Seller can claim compensation, shall be paid by the Insurer to the Seller, and the Procurer agrees and endorses same, by these presences.

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11. ARTICLE 11: BILLING AND PAYMENT

11.1 General

From the COD of the Power Station, Procurer shall pay the Seller the Weekly Tariff Payment, on or before the Due Date, comprising of Tariff for every Contract Year, determined in accordance with this Article 11 and Schedule VIII. All Tariff payments by Procurer shall be in United States Dollars.

Provided however, if the Procurer avails of any Electrical output from the Seller prior to the Commercial Operation Date (“Infirm Power”) of the Unit, then also Procurer shall be liable to pay Energy Charges (as applicable for the Contract Year in which the Infirm Power is supplied or next Contract Year in case no Energy Charges are mentioned in such Contract Year), for Infirm Power generated by Power Station. The quantum of Infirm Power generated by Power Station synchronized but not have been put on COD shall be computed from the energy accounting and audit meters installed at the Power Station as per Central Electricity Authority Regulations.

11.2Delivery and content of Weekly Bills

11.2.1 The Seller shall issue to Procurer a Weekly Bill.:

11.2.2 Each Weekly Bill and Provisional Bill shall include:

i. Energy account for the relevant Week as per REA for Weekly Bill and RLDC's daily energy account for Provisional Bill;

ii. the Seller's computation of the Weekly Tariff Payment in accordance with Schedules VI and X; and

iii. supporting data, documents and calculations in accordance with this Agreement

11.3Payment of Weekly Bills

11.3.1 Procurer shall pay the amount payable under Weekly Bill on the Due Date to such account of the Seller by “Direct Deposit” or against a “Revolving Letter of Credit” issued by the Procurer for the Benefit of the Seller as described in clause 11.4 (if Direct Deposit is not effected), in accordance with clause 11.3.3 below.

All payments made by the Procurer shall be by appropriate order of priority:

a) towards Late Payment Surcharge, payable by the Procurer, if any;

b) towards earlier unpaid Weekly Bill, if any, and

c) towards the then current Weekly Bill.

11.3.2 All payments required to be made under this Agreement shall only include any deduction or set off for deductions required by the Law; and amounts claimed by the Procurer from the Seller, through an invoice duly acknowledged by the Seller, to be payable by the Seller, and not disputed by the Seller within thirty (30) days of receipt of the said invoice and such deduction or set-off shall be made to the extent of the amounts not disputed. It is clarified that the Procurer shall be entitled to claim any set off or deduction under this clause, after expiry of the said thirty (30) day period.

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Provided further, the maximum amounts that can be deducted or set-off by the Procurer under this Article in a Contract Year shall not exceed twenty (20) percent of the weekly billing.

11.3.3 The Seller shall open a bank account as designated by Lenders (the “Designated Account”), and shall not be refuted by Procurer (First Party), for all Tariff Payments to be made by Procurer to the Seller, and notify Procurer of the details of such account at least ninety (90) days before the dispatch of the first Weekly Bill by the Procurer. Procurer shall instruct their respective bankers to make all payments under this agreement to the Designated Account and shall notify the Seller of such instructions on the same day. Procurer shall also designate a bank for payments to be made by the Seller (including Supplementary Bills) to Procurer and notify the Seller of the details of such account ninety (90) days before the COD of the Power Station.

11.3.4 In the event of delay in payment of a Weekly Bill by Procurer beyond its Due Date weekly billing, a Late Payment Surcharge shall be payable by Procurer to the Seller at the rate of twenty-two (22) percent APR (“Annual Percentage Rate”), on the amount of outstanding payment, calculated on a day to day basis (and compounded with daily interest), for each day of the delay.

11.4Payment Mechanism

11.4.1 Irrevocable Revolving Letter of Credit:

Procurer shall provide to the Seller, in respect of payment of its Weekly Bills, an unconditional, revolving and irrevocable letter of credit (Letter of Credit - RLC), opened and maintained by Procurer, which may be drawn upon by the Seller in accordance with clauses 11.4.1.1 through 11.4.1.7. The Procurer shall provide the Seller draft of the Letter of Credit proposed to be provided to the Seller for final review and critiques, which shall adhere to the essence of these presences.

11.4.1.1 Not later than three (3) Months following the signature of these presences, Procurer shall through its scheduled bank (reference clause 11.3.3) open a Letter of Credit in favour of the Seller (Beneficiary), to be made operative from a date prior to the Due Date of its first Weekly Bill under this Agreement. The Irrevocable Revolving Letter of Credit shall have a term of twelve (12) Months, renewed every year for the duration of the term and renewal option thereof, and shall be replenished to its face value four (4) times per annum, for an amount:

for the first Contract Year, equal to one point one (1.1) times the estimated average yearly billing based on 100% of the Gross i. Energy production (Megawatts) multiplied by 1000 kW per Megawatt by twenty-four (24) hours per day multiplied by three hundred and sixty-five (365) days per year multiplied by the Tariff payment of the first year, and

MW-h x 1000 kW/MW x 24h/day x 365 day/year x y (Annex 10) x 1.5 = LCR

for each subsequent Contract Year, equal to the one point one (1.1) times the average of the Yearly Tariff Payments of the ii. previous Contract Year (refer to Schedule VIII).

Provided that the procurer has not effected a Direct Deposit to the Seller’s designated account for payment of its weekly invoice, the Seller shall draw upon such Irrevocable Revolving Letter of Credit immediately thereafter for the payment of the relevant Weekly Bill, as further elaborated in clause 11.4.1.3.

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Provided further that if at any time, such Irrevocable Revolving Letter of Credit amount falls short of the amount specified in clause 11.4.1.1 or clause 11.4.1.7 otherwise than by reason of drawal of such Letter of Credit by the Seller, the Procurer shall restore such shortfall within seven (7) days.

11.4.1.2 Procurer shall cause the scheduled bank issuing the Irrevocable Revolving Letter of Credit to intimate the Seller, in writing regarding establishing of such irrevocable Revolving Letter of Credit.

11.4.1.3 If Procurer fails to pay a Weekly Bill or part thereof within and including the Due Date, then, subject to clause 11.3.3, the Seller may draw upon the Letter of Credit, and accordingly the bank shall pay without any reference or instructions from the Procurer, an amount equal to such Weekly Bill or part thereof plus Late Payment Surcharge, if applicable, in accordance with clause 11.3.4 above, by presenting to the scheduled bank issuing the Letter of Credit, the following documents:

i. a copy of the Weekly Bill which has remained unpaid by such Procurer;

a certificate from the Seller to the effect that the bill at item (i) above, or specified part thereof, is in accordance with the ii. Agreement and has remained unpaid beyond the Due Date; and

iii. Calculations of applicable Late Payment Surcharge, if any.

Further, on the occurrence of such an event as envisaged herein, the Seller shall immediately inform the Procurer of the said failure of the Procurer to pay the Weekly Bill or part thereof and shall send regular updates to the Procurer containing details of the amount claimed by the Seller, as per the provisions of this clause and payments made by the Procurer pursuant to such claim.

For the avoidance of doubt it is clarified that the Seller shall not be entitled to drawdown on the Letter of Credit for any failure of Procurer to pay a Supplementary Bill.

11.4.1.5 Procurer shall ensure that the Irrevocable Revolving letter of Credit shall be renewed not later than forty-five (45) days prior to its expiry, annually.

11.4.1.6 All costs relating to opening and maintenance of the Letter of Credit shall be borne by the Procurer.

11.4.1.7 Where necessary, the Irrevocable Revolving Letter of Credit may also be substituted by an unconditional and irrevocable bank guarantee or an equivalent financial instrument as mutually agreed by the Procurer and the Seller.

11.5Disputed Bill

11.5.1 If a Party does not dispute a Weekly Bill, Provisional Bill or a Supplementary Bill raised by the other Party within thirty (30) days of receiving it, such bill shall be taken as conclusive.

11.5.2 If a Party disputes the amount payable under a Weekly Bill, Provisional Bill or a Supplementary Bill, as the case may be, that Party shall, within seven (7) days of receiving such bill, issue a notice (the “Bill Dispute Notice”) to the invoicing Party setting out:

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i. the details of the disputed amount; ii. its estimate of what the correct amount should be; and iii. all written material in support of its claim.

11.5.3 If the invoicing Party agrees to the claim raised in the Bill Dispute Notice issued pursuant to clause 11.5.2, the invoicing Party shall levies such bill within seven (7) days of receiving such notice and if the disputing Party has already made the excess payment, refund to the disputing Party such excess amount within fifteen (15) days of receiving such notice. In such a case excess amount shall be refunded along with interest at the same rate as Late Payment Surcharge which shall be applied from the date on which such excess payment was made to the invoicing Party and up to and including the date on which such payment has been received.

11.5.4 If the invoicing Party does not agree to the claim raised in the Bill Dispute Notice issued pursuant to clause 11.5.2, it shall, within fifteen (15) days of receiving the Bill Dispute Notice, furnish a notice to the disputing Party providing:

i. reasons for its disagreement; ii. its estimate of what the correct amount should be; and iii. all written material in support of its counter-claim.

11.5.5 Upon receipt of notice of disagreement to the Bill Dispute Notice under clause 11.5.4, authorized representative(s) or a director of the board of directors/member of board of each Party shall meet and make best endeavours to amicably resolve such dispute within fifteen (15) days of receiving such notice of disagreement to the Bill Dispute Notice.

11.5.6 If the Parties do not amicably resolve the Dispute within fifteen (15) days of receipt of notice of disagreement to the Bill Dispute Notice pursuant to clause 11.5.4 the matter shall be referred to Dispute Resolution in accordance with clause 17.

11.5.7 In case of Disputed Bills, it shall be open to the aggrieved party to approach the Appropriate Commission for Dispute Resolution in accordance with clause 17 and also for interim orders protecting its interest including for orders for interim payment pending Dispute Resolution and the Parties shall be bound by the decision of the Appropriate Commission, including in regard to interest or Late Payment Surcharge, if any directed to be paid by the Appropriate Commission.

11.5.8 If a Dispute regarding a Weekly Bill, Provisional Bill or a Supplementary Bill is settled pursuant to clause 11.5.5 or by Dispute resolution mechanism provided in this Agreement in favour of the Party that issues a Bill Dispute Notice, the other Party shall refund the amount, if any incorrectly charged and collected from the disputing Party or pay as required, within five (5) days of the Dispute either being amicably resolved by the Parties pursuant to clause 11.6.5 or settled by Dispute resolution mechanism along with interest at the same rate as Late Payment Surcharge from the date on which such payment had been made to the invoicing Party or the date on which such payment was originally due, as may be applicable.

11.6Quarterly and Annual Reconciliation

Parties acknowledge that all payments made against Weekly Bills, Provisional Bill and Supplementary Bills shall be subject to quarterly reconciliation at the beginning of the following quarter of each Contract Year and annual reconciliation at the end of each Contract Year to take into account REA, Tariff Adjustment Payments, Tariff Rebate Payments, Late Payment Surcharge, or any other reasonable circumstance provided under this Agreement. The Parties, therefore, agree that as soon as all such data in respect of any quarter of a Contract Year or a full Contract Year as the case may be has been finally verified and adjusted, the Seller and Procurer shall jointly sign such reconciliation statement. Within fifteen (15) days of signing of a reconciliation statement, the Seller or Procurer, as the case may be, shall raise a Supplementary Bill for the Tariff Adjustment Payments for the relevant quarter/ Contract Year and shall make payment of such Supplementary Bill for the Tariff Adjustment Payments for the relevant quarter/Contract Year. Late Payment Surcharge shall be payable in such case from the date on which such payment had been made to the invoicing Party or the date on which any payment was originally due, as may be applicable. Any dispute with regard to the above reconciliation shall be dealt with in accordance with the provisions of Article 17.

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11.7Payment of Supplementary Bill

11.7.1 Either Party may raise a bill on the other Party (“Supplementary Bill”) for payment on account of:

i. Adjustments required by the Regional Energy Account (if applicable);

Tariff Payment for change in parameters, pursuant to provisions in Schedules VI and X; or and such Bill shall be paid by ii. the other Party.

11.7.2 Procurer shall remit all amounts due under a Supplementary Bill raised by the Seller to the Seller's Designated Account by the Due Date and notify the Seller of such remittance on the same day. Similarly, the Seller shall pay all amounts due under a Supplementary Bill raised by Procurer by the Due Date to the Procurer's designated bank account and notify the Procurer of such payment on the same day.

11.7.3 In the event of delay in payment of a Supplementary Bill by either Party beyond its Due Date, a Late Payment Surcharge shall be payable at the same terms applicable to the Weekly Bill in clause 11.3.4.

11.8Payment for Startup Power

The Seller shall be liable to pay for the power and energy consumed for start-up of the Project and commissioning, to the distribution Licensee(s) in whose area the Project is located or such other entity from whom such power/energy is sourced, at the then prevalent rates payable by such industrial consumers.

11.9The copy of all notices/offers

The copy of all notices/offers which are required to be sent as per the provisions of this clause 11 shall be sent by either Party, simultaneously to all Parties.

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12. ARTICLE 12: FORCE MAJEURE

12.1 Definitions

In this Article 12, the following terms shall have the following meanings:

12.2 Affected Party

An affected Party means the Procurer or the Seller whose performance has been affected by an event of Force Majeure.

An event of Force Majeure affecting the CTU/STU or any other agent of Procurer, which has affected the Interconnection Facilities, shall be deemed to be an event of Force Majeure affecting Procurer.

Any event of Force Majeure affecting the performance of the Seller's contractors shall be deemed to be an event of Force Majeure affecting Seller only if the Force Majeure event is affecting and resulting in:

a) late delivery of plant, machinery, equipment, materials, spare parts, Fuel, water or consumables for the Project; or

b) a delay in the performance of any of the Seller's contractors.

Similarly, any event of Force Majeure affecting the performance of the Procurer's contractor for the setting up or operating Interconnection Facilities shall be deemed to be an event of Force Majeure affecting Procurer only if the Force Majeure event is resulting in a delay in the Performance of Procurer's contractors.

12.3 Force Majeure

A “Force Majeure” means any event or circumstance or combination of events and circumstances including those stated below that wholly or partly prevents or unavoidably delays an Affected Party in the performance of its obligations under this Agreement, but only if and to the extent that such events or circumstances are not within the reasonable control, directly or indirectly, of the Affected Party and could not have been avoided if the Affected Party had taken reasonable care or complied with Prudent Utility Practices:

i. Natural Force Majeure Events:

Act of God, including, but not limited to lightning, drought, fire and explosion (to the extent originating from a source external to the Site), earthquake, volcanic eruption, landslide, flood, cyclone, typhoon, tornado, or exceptionally adverse weather conditions:

ii. Non - Natural Force Majeure Events:

1. Direct Non - Natural Force Majeure Events:

Nationalization or compulsory acquisition by any Governmental Instrumentality of any material assets or rights of the Seller or the a) Seller's contractors; or

the unlawful, unreasonable or discriminatory relocation of, or refusal to renew, any Consent required by the Seller or any of the Seller's contractors to perform their obligations under the Project Documents or any unlawful, unreasonable or discriminatory refusal to b) grant any other consent required for the development/ operation of the Project. Provided that an appropriate court of law declares the revocation or refusal to be unlawful, unreasonable and discriminatory and strikes the same down.

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any other unlawful, unreasonable or discriminatory action on the part of a Government Instrumentality which is directed against the c) Project. Provided that an appropriate court of law declares the revocation or refusal to be unlawful, unreasonable and discriminatory and strikes the same down.

2. Indirect Non - Natural Force Majeure Events

any act of war (whether declared or undeclared), invasion, armed conflict or act of foreign enemy, blockade, embargo, revolution, riot, a) insurrection, terrorist or military action); or

Radioactive contamination or ionizing radiation originating from a source in the country or resulting from another Indirect Non Natural b) Force Majeure Event excluding circumstances where the source or cause of contamination or radiation is brought or has been brought into or near the site by the Affected Party or those employed or engaged by the Affected Party.

c) Labor disturbances & strikes having a nationwide impact in the country.

12.4 Force Majeure Exclusions

Force Majeure shall not include (i) any event or circumstance which is within the reasonable control of the Parties and (ii) the following conditions, except to the extent that they are consequences of an event of Force Majeure:

Unavailability, late delivery, or changes in cost of the plant, machinery, equipment, materials, spare parts, Fuel or consumables for the a) Project;

b) Delay in the performance of any contractor, sub-contractors or their agents excluding the conditions as mentioned in clause 12.2;

c) Non-performance resulting from normal wear and tear typically experienced in power generation materials and equipment;

d) Strikes or labour disturbance at the facilities of the Affected Party;

e) Insufficiency of finances or funds or the agreement becoming onerous to perform;

f) Non-performance caused by, or connected with, the Affected Party's:

i. Negligent or intentional acts, errors or omissions;

ii. Failure to comply with Autonomous Island of Grande Comore, Union of the Comoros Law; or

iii. Breach of, or default under this Agreement or any Project Documents.

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12.5 Notification of Force Majeure Event

The Affected Party shall give notice to the other Party of any event of Force Majeure as soon as reasonably practicable, but not later than seven (7) days after the date on which such Party knew or should reasonably have known of the commencement of the event of Force Majeure. If an event of Force Majeure results in a breakdown of communications rendering it unreasonable to give notice within the applicable time limit specified herein, then the Party claiming Force Majeure shall give such notice as soon as reasonably practicable after reinstatement of communications, but not later than one (1) day after such reinstatement, provided that such notice shall be a pre-condition to the Seller's entitlement to claim relief under this Agreement. Such notice shall include full particulars of the event of Force Majeure, its effects on the Party claiming relief and the remedial measures proposed. The Affected Party shall give the other Party regular (and not less than monthly) reports on the progress of those remedial measures and such other information as the other Party may reasonably request about the situation.

The Affected Party shall give notice to the other Party of (i) the cessation of the relevant event of Force Majeure; and (ii) the cessation of the effects of such event of Force Majeure on the performance of its rights or obligations under this Agreement, as soon as practicable after becoming aware of each of these cessations.

12.6 Duty to perform and duty to Mitigate

To the extent not prevented by a Force Majeure event pursuant to clause 12.3, the Affected Party shall continue to perform its obligations pursuant to this Agreement. The Affected Party shall use its reasonable efforts to mitigate the effect of any event of Force Majeure as soon as practicable.

12.7 Available Relief for a Force Majeure Event

Subject to this Article 12:

no Party shall be in breach of its obligations pursuant to this Agreement to the extent that the performance of its obligations was a) prevented, hindered or delayed due to a Force Majeure Event;

b) every Party shall be entitled to claim relief in relation to a Force Majeure Event in regard to its obligations, and

in case of a Non-Natural Force Indirect Majeure Event affecting the Procurer which adversely affects the performance obligations c) of the Seller under this Agreement, the following provisions shall apply.

if the average Availability of the Power Station is reduced below sixty (60) percent for over two (2) consecutive months or for any nonconsecutive period of four (4) months both within any continuous period of sixty (60) months, then, with effect from the end of i. that period and for so long as the daily average availability of the Power Station continues to be reduced below sixty (60) percent, the Procurer shall make payments for Debt Service for the duration of force majeure.

For so long as the Seller is claiming relief due to any Natural Force Majeure Event affecting the Procurer under this Agreement, the Procurer may from time to time on one (1) days notice inspect the Project and the Seller shall provide Procurer's personnel with access ii. to the Project to carry out such inspections, subject to the Procurer's personnel complying with all reasonable safety precautions and standards.

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d) In the case of an unnatural event of direct force majeure preventing the Seller from his obligations:

The Procurer will pay all incurred expenses, operational costs, bills and invoices, even though the Seller does not procure any electricity for resale to the Procurer (Full responsibility of Procurer). In this case, the Seller may terminate the contract, as a breach of contract on i. behalf of the Procurer, with prejudice, and the Procurer will pay all costs and Penalties to Seller, whereby the costs and penalties are the same as referenced in the Municipal Solid Waste Concession Agreement.

12.8 Additional Compensation and Procurer's Subrogation

If the Seller is entitled, whether actually or contingently, to be compensated by any person/entity (Insurance) other than the Procurer as a result of the occurrence of a Non Natural Indirect Force Majeure Event affecting the Procurer for which it has received compensation from the Procurer pursuant to this Article 12.7 (c) i, the Procurer shall be fully subrogated to the Seller's rights against that person to the extent of the compensation paid by the Procurer to the Seller. Provided that in case the Seller has actually received compensation from any person other than the Procurer as well as the Procurer as a result of the occurrence of a Non-Natural Indirect Force Majeure Event affecting the Procurer, then the Seller shall forthwith refund the compensation received by it (without any accrued interest) from the Procurer but only to the maximum extent of the compensation received by the Seller from any person other than the Procurer.

13. ARTICLE 13: EVENTS OF DEFAULT & TERMINATION

13.1 Seller Event of Default

The occurrence and continuation of any of the following events, unless any such event occurs as a result of a Force Majeure Event or a breach by Procurer of its obligations under this Agreement, shall constitute a Seller Event of Default:

the failure to Commission the Power Station by the date falling twelve (12) Months after its Scheduled Commercial Operation Date, i. or

after the commencement of construction of the Project, the abandonment by the Seller or the Seller's Construction Contractors of the ii. construction of the Project for a continuous period of two (2) Months and such default is not rectified within thirty (30) days from the receipt of first notice from the Procurer in this regard, or

if at any time following the Power Station being Commissioned and during its retest, as per Article 8, the Tested Capacity is less than eighty (80) percent of its Contracted Capacity, as existing on the Effective Date or in case the Seller has exercised the option under iii. clause 3.1.1 the Contracted Capacity so finalized, and such Tested Capacity remains below eighty (80) percent even for a period of three (3) Months thereafter; or

after Commercial Operation Date of the Power Station, the Seller fails to achieve Average Availability of sixty five percent (65%), for iv. a period of twelve (12) consecutive Months or within a non-consecutive period of twelve (12) Months within any continuous aggregate period of thirty-six (36) Months, or

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v. if the Seller:

a) negates any of its rights and/or obligations under this agreement, in violation of this Agreement; or

if (a) the Seller becomes voluntarily or involuntarily the subject of any bankruptcy or insolvency or winding up proceedings and such proceedings remain uncontested for a period of thirty (30) days, or (b) any winding up or bankruptcy or insolvency order is passed against the Seller, or (c) the Seller goes into liquidation or dissolution or has a receiver or any similar officer appointed over all or substantially all of its assets or official liquidator is appointed to manage its affairs, pursuant to Law, provided that a dissolution or vi. liquidation of the Seller will not be an Event of Default if such dissolution or liquidation is for the purpose of a merger, consolidation or reorganization and where the resulting company continues to meet the financial and technical requirements till COD of the Power Station, and retains creditworthiness similar to the Seller and expressly assumes all obligations of the Seller under this Agreement and is in a position to perform them; or

the Seller repudiates this Agreement and does not rectify such breach even within a period of sixty (60) days from a notice from the vii. Procurer in this regard; or

the Seller fails to complete/fulfill the activities/conditions specified in clause 3.1.2, beyond a period of 8 Months from the specified viii. period in clause 3.1.2 and the right of termination under clause 3.3.2 is invoked by the Procurer; or

ix. Occurrence of any other event which is specified in this Agreement to be a material breach/default of the Seller.

13.2 Procurer Event of Default

The occurrence and the continuation of any of the following events, unless any such event occurs as a result of a Force Majeure Event (natural and/or non-natural indirect) or a breach by the Seller of its obligations under this Agreement, shall constitute the Event of Default on the part of defaulting Procurer:

a defaulting Procurer fails to pay (with respect to a Weekly Bill or a Supplementary Bill) an amount exceeding fifteen (15) percent of i. the undisputed part of the Weekly / Supplementary Bill for a period of ninety (90) days after the Due Date and the Seller is unable to recover the amount outstanding to the Seller through the Irrevocable Revolving Letter of Credit; or

the defaulting Procurer repudiates this Agreement and does not rectify such breach even within a period of thirty (30) days from a ii. notice from the Seller in this regard; or

any representation and warranties made by the Procurer of this Agreement (Schedule VII) being found to be untrue or inaccurate. Provided however, prior to considering any event specified under this sub-article to be an Event of Default, the Seller shall give a iii. notice to the Procurer in writing of thirty (30) days. If the Procurer responds to the aforesaid notice within the thirty (30) days of reception, the Procurer will be granted thirty days to remedy same. If the Procurer does not respond, the Seller will send a written notice to terminate the contract within seven (7) days, thereafter for Event of Default and Termination, with prejudice; or

iv. occurrence of any other event which is specified in this Agreement to be a material breach/default of the Seller.

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13.3 Procedure for cases of Seller Event of Default

13.3.1 Upon the occurrence and continuation of any Seller Event of Default under clause 13.1, the Procurer shall have the right to deliver to the Seller a Procurer Preliminary Default Notice, which shall specify in reasonable detail, the circumstances giving rise to the issue of such notice.

13.3.2 Following the issue of Procurer’s Preliminary thirty (30) day Default Notice, the Seller shall be given thirty (30) days or such longer period as the Parties may agree, after Seller’s written response within the thirty (30) days of the Procurer’s notice, for the remedy of same.

13.3.3 During the Consultation Period, the Parties shall, save as otherwise provided in this Agreement, continue to perform their respective obligations under this Agreement.

13.3.4 Within a period of seven (7) days following the expiry of the sixty (60) day notice and response period unless the Parties shall have otherwise agreed to the contrary or the Seller Event of Default giving rise to the Consultation Period shall have been remedied, the Lenders may exercise or the Procurer may require the Lenders to exercise their substitution rights and other rights provided to them, if any, under Financing Agreements and the Procurer would have no objection to the Lenders exercising their rights if it is in consonance with provisions of Schedule IX.

13.4 Termination for Procurer Events of Default

13.4.1 Upon the occurrence and continuation of any Procurer Event of Default under clause 13.2, the Seller shall have the right to deliver to the Procurer a Seller Preliminary Default Notice, which shall specify in reasonable detail, the circumstances giving rise to the issue of such notice.

13.4.2 Following the issue of Seller’s Preliminary thirty (30) day Default Notice, the Procurer shall be given thirty (30) days or such longer period as the Parties may agree, after Procurer’s written response within the thirty (30) days of the Seller’s notice, for the remedy of same.

13.4.3 During the Consultation Period, the Parties shall continue to perform their respective obligations under this Agreement.

13.4.4 After a period of seven (7) days following the expiry of the Consultation Period and unless the Parties shall have otherwise agreed to the contrary or the Procurer Event of Default shall have been remedied, the Procurer will continue to respect all of his obligations until the end of the term of the contract and the renewal option. If, after the sixty (60) days, the Procurer did not remedy the default, the Seller will send a seven (7) day notice to deem this contract null and void (Termination of Contract). The Procurer will be totally responsible for penalties, damages, interest, and other related prejudices.

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14. ARTICLE 14: LIMITATION OF LIABILITY

Except as expressly provided in this Agreement, neither the Seller nor Procurer nor their respective officers, directors, agents, employees or Affiliates (or their officers, directors, agents or employees), shall be liable or responsible to the other Party or its Affiliates, officers, directors, agents, employees, successors or permitted assigns (or their respective insurers) for incidental, indirect or consequential damages, connected with or resulting from performance or non-performance of this Agreement, or anything done in connection herewith, including claims in the nature of lost revenues, income or profits (other than payments expressly required and properly due under this Agreement), any increased expense of, reduction in or loss of power generation production or equipment used therefore, irrespective of whether such claims are based upon breach of warranty, tort (including negligence, whether of the Procurers, the Seller or others), strict liability, contract, breach of statutory duty, operation of law or otherwise. Procurer shall have no recourse against any officer, director or shareholder of the Seller or any Affiliate of the Seller or any of its officers, directors or shareholders for such claims excluded under this Article.

15. ARTICLE 15: ASSIGNMENTS AND CHARGES

15.1Assignments

This Agreement shall be binding upon, and inure to the benefit of the Parties and their respective successors and permitted assigns. The Seller can assign (sell/transfer) this agreement to any affiliate, holding, third party or Lenders by simply notifying Procurer of same. This Agreement and the other Project Documents shall continue to remain valid and binding on such successor of assignment (sell/transfer).

For further clarity and notwithstanding anything contained above in this clause, the Seller shall not require any prior approval of the Procurer for assigning its rights and obligations under this Agreement.

Permitted Charges

15.2.1 Notwithstanding anything contained in clause 15.1, the Seller shall not require any prior approval of Procurer (First Party) for creating any encumbrance, right, title, or interest over all or part of the receivables, Payment Mechanism or the Project Facilities and/or the other assets of the Project and/or the Project Documents in favour of the Lenders or the Lender's Representative on their behalf, only for the purposes of carrying out the obligations under this Agreement, as security for:

a) amounts payable under the Financing Agreements; and

b) any other amounts agreed by the Parties,

15.2.2 clause 15.1 does not apply to:

a) liens arising by operation of law (or by an agreement evidencing the same) in the ordinary course of the Seller carrying out the Project;

pledges of goods, the related documents of title and / or other related documents, arising or created in the ordinary course of the Seller b) carrying out the Project; or

security arising out of retention of title provisions in relation to goods acquired in the ordinary course of the Seller carrying out the c) Project.

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16. ARTICLE 16: GOVERNING LAW AND DISPUTE RESOLUTION (ARBITRATION)

16.1 Governing Law

This Agreement shall be governed by and construed in accordance with the Laws of Canada.

16.2 Amicable Settlement

16.2.1 Either Party is entitled to raise any claim, dispute or difference of whatever nature arising under, out of or in connection with this Agreement including its existence or validity or termination (collectively “Dispute”) by giving a written notice to the other Party, which shall contain:

i. a description of the Dispute;

ii. the grounds for such Dispute; and

iii. all written material in support of its claim.

16.2.2 The other Party shall, within thirty (30) days of issue of dispute notice issued under clause 16.2.1, furnish:

i. counter-claim and defenses, if any, regarding the Dispute; and

ii. all written material in support of its defenses and counter-claim.

16.2.3 Within thirty (30) days of issue of notice by any Party pursuant to clause 16.2.1 or clause 16.2.2, both the Parties to the Dispute shall meet to settle such Dispute amicably. If the Parties fail to resolve the Dispute amicably within thirty (30) days of receipt of the notice referred to in the preceding sentence, the Dispute shall be referred to Dispute Resolution in accordance with clause 16.3.

16.3 Dispute Resolution

16.3.1 For all disputes that arise, the Disputes will be resolved by arbitration, and will respect the rules, regulations and procedures thereto. The Disputes shall be resolved by arbitration under the Canadian Arbitration and Conciliation Act and its by-laws. Herein under is the procedure to be followed:

The Arbitration tribunal shall consist of three (3) arbitrators to be appointed in accordance with the Canadian Council of Arbitration i. Rules. Each of the parties will select an arbitrator and the two (2) arbitrators will select the third (3rd) arbitrator.

ii. The place of arbitration shall be Canada. The language of the arbitration shall be English, with official translation services in French.

The arbitration tribunal's award shall be substantiated in writing. The arbitration tribunal shall also decide on the costs of the arbitration iii. proceedings and the allocation thereof.

The arbitration decision (award) shall be approved as final and enforceable in any court having jurisdiction in the country of the First iv. Party, acknowledging and approving same, subject to the applicable laws thereto.

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16.4 Parties to Perform Obligations

Notwithstanding the existence of any Dispute and difference referred to the Appropriate Commission or the arbitral tribunal as provided in clause 16.3 and save as the Appropriate Commission or the arbitral tribunal may otherwise direct by a final or interim order, the Parties hereto shall continue to perform their respective obligations (which are not in dispute) under this Agreement.

17. ARTICLE 17: MISCELLANEOUS PROVISIONS

17.1 Amendment

This Agreement may only be amended or supplemented by a written agreement between the Parties and after duly obtaining the approval of the Appropriate Commission, where necessary.

17.2 Third Party Beneficiaries

This Agreement is solely for the benefit of the Parties and their respective successors and permitted assigns and shall not be construed as creating any duty, standard of care or any liability to, any person not a party to this Agreement.

17.3 No Waiver

A valid waiver by a Party shall be in writing and executed by an authorized representative of that Party. Neither the failure by any Party to insist on the performance of the terms, conditions, and provisions of this Agreement nor time or other indulgence granted by any Party to the other Parties shall act as a waiver of such breach or acceptance of any variation or the relinquishment of any such right or any other right under this Agreement, which shall remain in full force and effect.

17.4 Entirety

17.4.1 This Agreement and the Schedules are intended by the Parties as the final expression of their agreement and are intended also as a complete and exclusive statement of the terms of their agreement.

17.4.2 Except as provided in this Agreement, all prior written or oral understandings, offers or other communications of every kind pertaining to this Agreement by and between the Procurer and the Seller shall stand superseded and abrogated.

17.5 Confidentiality

The Parties undertake to hold in confidence this Agreement and Project Documents and not to disclose the terms and conditions of the transaction contemplated hereby to third parties (without the prior written consent of the other Parties), except:

a) to their professional advisors;

to their officers, contractors, employees, agents or representatives, financiers, who need to have access to such information for the proper b) performance of their activities; or

c) disclosures required under Law.

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17.6 Affirmation

The Seller and Procurer, each affirm that neither it, nor its respective directors, employees or agents has paid or undertaken to pay or shall in the future pay any unlawful commission, pay-off or kick-back.

17.7 Severability

The invalidity or enforceability, for any reason, of any part of this Agreement shall not prejudice or affect the validity or enforceability of the remainder of this Agreement, unless the part held invalid or unenforceable is fundamental to this Agreement.

17.8 No Partnership

None of the provisions of this Agreement shall constitute a partnership or agency or any such similar relationship between the Seller and Procurer.

17.9 Survival

Notwithstanding anything to the contrary herein, the provisions of this Agreement, including clause 3.3.2, clause 10.2 (Application of Insurance Proceeds), Article 12 (Force Majeure), Article 13 (Events of Default and Termination), Article 16 including clause 16.3 (Governing Law and Dispute Resolution), Article 17 (Miscellaneous), and other Articles and Schedules of this Agreement which expressly or by their nature survive the term (and/or the exercised renewal option) of this Agreement shall continue and survive any expiry or termination of this Agreement.

17.10 Counterparts

This Agreement may be executed in six (6) or more counterparts, each of which shall be deemed an original and all of which collectively shall be deemed one and the same instrument.

17.11 Notices

All notices to be given under this Agreement shall be in writing and in the English Language.

All notices must be delivered personally, by registered post or any method duly acknowledged or facsimile to the addresses below:

Seller:

BioCrude Technologies, Inc. 1255 Phillips Square, Suite 605 Montreal, Québec, Canada H3B 3G5

(Attn: Mr. John MOUKAS; Chairman/CEO)

Tel: (877) 878-1268 Fax: (877) 778-1568 Email: [email protected] Website: http://www.biocrudetech.com

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Procurer

(Office of Proxy):

Gouvernorat de l’Île Autonome de la Grande Comore Route de Moroni- Itsandra Moroni, Autonomous Island of Grande Comore, Union of the Comoros

(Attn: The Honourable HASSANI Hamadi, Governor and/or Mr. Mohamed Abdou MLANAO, Commissaire à l’Environnement, à l’Urbanisme, au Développement Durable et à l’Énergie, à l’Emploi, à l’Entreprenariat et à l a Solidarité) Tel: +269 773 13 64; +269 773 84 77; +269 764 44 77 Fax: Email: [email protected] Website: http://www.gouvernorat-ngazidja.com

All notices or communications given by facsimile shall be confirmed by sending a copy of the same via post office in an envelope properly addressed to the appropriate Party for delivery by registered mail. All Notices shall be deemed validly delivered upon receipt evidenced by an acknowledgement of the recipient, unless the Party delivering the notice can prove in case of delivery through the registered post that the recipient refused to acknowledge the receipt of the notice despite efforts of the post authorities.

Any Party may by notice of at least fifteen (15) days to the other Parties change the address and / or addresses to which such notices and communications to it are to be delivered or mailed.

17.12 Language

The language of this Agreement and all written communication between the Parties relating to this Agreement shall be in English and French.

17.13 Breach of Obligations

The Parties acknowledge that a breach of any of the obligations contained herein would result in damages. The Parties further acknowledge that the amount of the liquidated damages or the method of calculating the liquidated damages specified in this Agreement is a reasonable estimate of the damages that may be suffered by the non-defaulting party in each case specified under this Agreement, but can be different to reflect same.

17.14 Commercial Acts

The Procurer and Seller unconditionally and irrevocably agree that the execution, delivery and performance by each of them of this Agreement and those agreements included in the Collateral Arrangement to which it is a Party constitute private and commercial acts rather than public or governmental acts.

The Procurer hereby unconditionally and irrevocably:

i. waives any right of immunity, sovereign or otherwise and

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agrees that should any proceedings be brought against it or its assets in relation to this Agreement or any transaction contemplated ii. by this Agreement no immunity, sovereign or otherwise, from such proceedings, execution, attachment or other legal process shall be claimed by or in behalf of itself or with respect to any of its assets.

17.15 Restriction of Shareholders/Owners Liability

Parties expressly agree and acknowledge that none of the shareholders of the Parties hereto shall be liable to the other Parties for any of the contractual obligations of the concerned party under this Agreement. Further, the financial liabilities of the shareholder/s of each Party to this Agreement, in such Party, shall be restricted to the extent provided by law.

17.16 General Continuing Guaranty

17.17.1 Guaranty of Obligations

Guarantor unconditionally, absolutely and irrevocably guarantees and promises to pay to Seller, on order or demand, in lawful money of American (US) dollars, any and all indebtedness and obligations of Procurer (First Party) to Seller and the payment to Seller of all sums which may be presently due and owing to Seller from Procurer under this Agreement, and by extension the renewal option. The terms indebtedness and obligations are (hereinafter collectively referred to as the Obligations) used herein in their most comprehensive sense and include any and all advances, debts, obligations and liabilities of Procurer, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, and however arising whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether Procurer may be liable individually or jointly with others, whether recovery upon such indebtedness may be or hereafter becomes barred by any statute of limitations or whether such indebtedness may be or hereafter becomes otherwise unenforceable, and includes Seller’s prompt, full and faithful performance regarding the execution of these presences. The Guarantor will allow the Seller to seize and sell its assets (including marketable commodities) up to amount of the monetized default (monies owed), in the case that the Guarantor does not have the capacity to execute payment of its defaulted obligations.

17.17.2 Continuing Guaranty

This General Continuing Guaranty is a continuing guaranty which shall remain effective until this Guaranty has been expressly terminated and relates to any obligations including those which arise under successive transactions which shall either continue the Obligations from time to time or renew them after they have been satisfied. Any such termination shall be applicable only after written notice to Seller, and only to transactions having their inception prior to such date. No termination shall be effective until such time as Procurer (First Party) is no longer committed or otherwise obligated to make any payment to Seller. In the absence of any termination of this Guaranty, Guarantor agrees that nothing shall discharge or satisfy its obligations created hereunder except for the regular full payments till the termination of these presences.

17.17.3 Rights are Independent

Guarantor agrees that it is directly and primarily liable to Seller, that the obligations hereunder are independent of the obligations of Procurer and that a separate action or actions may be brought and prosecuted against Guarantor, whether action is brought against Procurer or whether Seller is joined in any such action or actions. Guarantor agrees that any releases which may be given by Procurer to Seller or any other guarantor or endorser shall not release it from this Guaranty.

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17.17.4 Default

In the event that any bankruptcy, insolvency, receivership or similar proceeding is instituted by or against Guarantor and/or the Procurer or in the event that either the Guarantor or Seller become insolvent, make an assignment for the benefit of creditors or attempt to effect a composition with creditors, or if there be any default under the Agreement (whether declared or not), then, at Procurer election, without notice or demand, the Obligations of Guarantor created hereunder shall become due, payable and enforceable against Guarantor whether or not the Obligations are then due and payable.

17.17.5 Indemnification

Guarantor agrees to indemnify Seller and hold Seller harmless against all obligations, demands and liabilities, by whomsoever asserted and against all losses in any way suffered, incurred or paid by Procurer as a result of or in any way arising out of, following or consequential to transactions with Procurer whether under the Agreement, or otherwise, and also agrees that this Guaranty shall not be impaired by any modification, supplement, extension or amendment of any contract or agreement to which Procurer and Seller may hereafter agree, nor by any modification, release or other alteration of any of the Obligations hereby guaranteed or of any security therefore, nor by any agreements or arrangements whatever with Procurer or anyone else.

17.17.6 Waiver of Defenses

Guarantor hereby waives any right to assert against Seller as a defense, counterclaim, setoff on cross claim, any defense (legal or equitable), setoff, counterclaim and claim which Guarantor may now or at any time hereafter have against Seller and any other party liable to Procurer in any way or manner.

Guarantor hereby waives all defenses, counterclaims and offsets of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity or enforceability of the agreements or any security interest thereunder.

Guarantor hereby waives any defense arising by reason of any claim or defense based upon an election of remedies by Procurer, which, in any manner impairs, affects, reduces, releases, destroys or extinguishes Guarantors subrogation rights, rights to proceed against Procurer for reimbursement, or any other rights of the Guarantor or against any other person or security, including, but not limited to, any defense based upon an election of remedies by Procurer under the provisions of applicable country law. Guarantor waives all presentments, demands for performance, notices of nonperformance, protests, notices of protests, notice of dishonor, notices of default, notice of acceptance of this Guaranty, and notices of the existence, creating or incurring of new or additional indebtedness, and all other notices or formalities to which Guarantor may be entitled.

17.17.7 Waiver of Jury Trial

Guarantor waives any right to a jury trial in any action hereunder or arising out of Procurer transactions with Seller.

If a Dispute arises out of or in connection with any claims regarding the current article, such Dispute shall be resolved by arbitration under the Canadian Arbitration and Conciliation Act, and the Rules of the Canadian Council of Arbitration, in accordance with the process specified in article 1.60.1. In the event of such Dispute remaining unresolved, any party to such Dispute may refer the matter to registrar under the Rules of the Canadian Council of Arbitration.

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17.17.8 Waiver of Rights of Subrogation

The Guarantor shall have no right of subrogation, reimbursement, exoneration, contribution or any other rights that would result in the Guarantor being deemed a creditor of Procurer under the Bankruptcy Code or any other law in that country or for any other purpose and the Guarantor hereby irrevocably waives all such rights, the right to assert any such rights and any right to enforce any remedy which Guarantor may now or hereafter have against Procurer and hereby irrevocably waives any benefit of and any right to participate in, any security now or hereafter held by Procurer, whether any of the foregoing rights arise in equity, at law or by contract.

17.17.9 Financial Condition of Procurer

Guarantor is presently informed of the financial condition of the Procurer and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will continue to keep itself informed of Procurer financial condition and of all other circumstances, which bear upon the risk of nonpayment. Absent a written request for such information by the Guarantor to Procurer, Guarantor hereby waives its right, if any, to require, and Procurer is relieved of any obligation or duty to disclose to Guarantor any information which Procurer may now or hereafter acquire concerning such condition or circumstances.

17.17.10 Termination

The Guarantor obligation under this Guaranty shall continue for the duration of the term and renewal option, in full force and effect until Procurer Obligations are fully paid, performed and discharged and Seller gives the Guarantor written notice of that fact. Procurer obligations shall not be considered fully paid, performed and discharged unless and until all payments by Procurer to Seller are no longer subject to any right on the part of any person whomsoever; including but not limited to Seller, or any trustee or receiver in bankruptcy, to set aside such payments or seek to recoup the amount of such payments, or any part thereof. The foregoing shall include, by way of example and not by way of limitation, all rights to recover preferences voidable under law in the country. In the event that any such payments by Procurer to Seller are set aside after the making thereof, in whole or in part, or settled without litigation, to the extent of such settlement, all of which is within Procurer discretion, Guarantor shall be liable for the full amount Procurer is required to repay plus costs, interest, attorneys’ fees and any and all expenses which Seller paid or incurred in connection therewith.

17.17.11 Successors and Assigns

This Guaranty shall be binding upon the successors and assigns of the Guarantor and shall inure to the benefit of Seller successors and assigns.

17.17.12 Modifications

This Guaranty cannot be modified orally. No modification of this Guaranty shall be effective for any purpose unless it is in writing and executed by an officer of Seller authorized to do so. All prior agreements, understandings, representations and negotiations; if any, are merged into this Guaranty.

17.17.13 Joint and Several

In all cases where the word Guarantor is used in this Guaranty, it shall mean and apply equally to each and all of the individuals and/or entities, which have executed this Guaranty. All of the obligations of the Guarantor hereunder shall be joint and several.

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SCHEDULE I Names and Details of the Procurer Procurer: LE GESTION DE L’EAU ET DE L’ÉLECTRICITÉ AUX COMORES (MA-MWE)

OFFICE OF PROXY:

Gouvernorat de l’Île Autonome de la Grande Comore Route de Moroni- Itsandra Moroni, Autonomous Island of Grande Comore, Union of the Comoros

(Attn: The Honourable HASSANI Hamadi, Governor and/or Mr. Mohamed Abdou MLANAO, Commissaire à l’Environnement, à l’Urbanisme, au Développement Durable et à l’Énergie, à l’Emploi, à l’Entreprenariat et à la Solidarité) Tel: +269 773 13 64; +269 773 84 77; +269 764 44 77 Fax: Email: [email protected] Website: http://www.gouvernorat-ngazidja.com

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SCHEDULE I.A: SITE

Location: Moroni, Autonomous Island of Grande Comore, Union of the Comoros See Detailed Project Report for Details

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SCHEDULE II: INITIAL CONSENTS

The Initial Consents (if applicable) required include:

The table below gives the name and status of all the Statutory and Non-Statutory Clearances involved in this project.

Statutory Clearances

Commissariat à l’Environnement, à l’Urbanisme, au Développement Authorization of Pollution Control Durable et à l’Énergie, à l’Emploi, à l’Entreprenariat et à la Solidarité

Commissariat à l’Environnement, à l’Urbanisme, au Développement Civil Aviation Clearance for Stack Height Durable et à l’Énergie, à l’Emploi, à l’Entreprenariat et à la Solidarité

Commissariat à l’Environnement, à l’Urbanisme, au Développement Town & Country Planning Clearance Durable et à l’Énergie, à l’Emploi, à l’Entreprenariat et à la Solidarité

Non-Statutory Clearances

Construction power le Gestion de l'Eau et de l'Électricité aux Comores (MA-MWE)

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SCHEDULE III: FUNCTIONAL SPECIFICATIONS

No. Description Unit Particulars

1.1 Grid Conditions at Interconnection Point

(i) Voltage : Nominal kV [ ]

Variation % [ ] (ii) Frequency : Nominal Hz [ ]

Variation % [ ]

(iii) Combined Voltage and Frequency variation for Contracted Capacity % [ ]

(iv) Power Factor : Nominal [ ] Variation [ ] to [ ] (v) Basic Impulse Level (Peak) kV [ ]

1.2 Fault Levels:

(i) 3 Phase Maximum kA [ ]

(ii) Clearance time Maximum ms [ ]

1.3 Ramp Rates

All Units of the Power Station shall be capable of increasing or decreasing their output (generation level) by not less than one percent (1%) per minute. Such capability shall be demonstrated using the Unit Load of 50%.

1.4 Details about the Added Information

The information requested in this schedule, above, will be provided by the Procurer within thirty (30) days after the execution hereof. In this case, this documented information will be added to and form part of these presences.

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SCHEDULE IV: COMMISSIONING & TESTING

Performance Test

The Performance Test shall be conducted under any and all ambient conditions (temperature, humidity etc.) and any and all Fuel qualities a) that may exist during the time of the Performance Test and no corrections in final gross and net output of the Unit will be allowed as a result of prevailing ambient conditions or Fuel quality.

b) The correction curves will only be used if the Grid System operation during the Performance Test exceeds electrical system limits.

The Performance Test shall be deemed to have demonstrated the Actual Capacity of the Unit under all designed conditions and therefore c) no adjustments shall be made on account of fuel quality or ambient conditions.

The Seller shall perform in respect of each Unit a Performance Test, which such Unit shall be deemed to have passed if it operates continuously for seventy two (72) consecutive hours at or above eighty (80) percent of its Contracted Capacity, as existing on the d) Effective Date or in case the Seller has exercised the option under clause 3.1.1 the Contracted Capacity so finalized and within the electrical system limits and the Functional Specifications.

ii. For the purposes of any Performance Test pursuant to this sub-clause 1.1, the electrical system limits to be achieved shall be as follows:

a) Voltage

The Unit must operate within the voltage levels described in the Functional Specification for the duration of the Performance Test. If, during the Performance Test, voltage tests cannot be performed due to Grid System, data supplied from tests of the generator step-up transformers and generators supplied by the manufacturers shall be used to establish the ability of the Unit to operate within the specified voltage limits.

b) Grid System Frequency

The Unit shall operate within the Grid System frequency levels described in the Functional Specification for the duration of the Performance Test.

c) Power Factor

The Unit shall operate within the power factor range described in the Functional Specification for the duration of the Performance Test. If, during the Performance Test, power factor tests cannot be performed due to the Grid System, data supplied from tests of the generators and the generator step-up transformers supplied by the manufacturers shall be used to establish the ability of the Unit to operate within the specified power factor range.

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d) Fuel quality and cooling water temperature

The Unit must operate to its Minimum Capacity with Fuel quality and-water temperature available at the time of Testing and no adjustment shall be allowed for any variation in these parameters.

As a part of the Performance Test, the Seller shall demonstrate that the Unit meets the Functional Specifications for Ramping rate as mentioned in Schedule III. For this purpose, representative samples of ramp rates shall be taken, by ramping up or down the gross turbine load while iii. maintaining the required temperatures and temperature differences associated with each ramp rate within the turbine while maintaining all other operational parameters within equipment limits:

Testing and Measurement procedures applied during Performance Test shall be in accordance with codes, practices or procedures as 1.1 generally/ normally applied for the Performance Tests

The Seller shall comply with the prevalent Laws, rules and regulations as applicable to the provisions contained in this Schedule, from 1.2 time to time.

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SCHEDULE V: TARIFF

1.1 General i. The method of determination of Tariff Payments for any Contract Year during the Term of Agreement shall be in accordance with this Schedule. ii. The Tariff shall be paid in one single part that is Energy Charge. iii. For the purpose of payments, the Tariff will be Quoted Tariff for the applicable Contract Year as per Schedule VIII. iv. Procurer is signing this Agreement for procuring 100 % of such available energy from the Project.

1.2 Weekly Tariff Payment

1.2.1 Components of Weekly Tariff Payment

The Weekly Bill for any Week in a Contract Year shall consist of only Weekly Energy Charges for Scheduled Energy;

1.2.2 Weekly Energy Charges

The Weekly Energy charges will be calculated as under:

The Weekly Energy Charges for Month “m” shall be calculated as under: WEPm = AEOm x WEPn

Where: WEPm is the Weekly Energy Charges for Week m (in US $) AEOm is the Scheduled Energy during the Week m (in kW-h) WEPn is the Energy Charge, in US $/kW-h, and is the quoted energy charges for the Contract

Year “n” in which Week “m” occurs and computed as mentioned hereunder

1.2.3 Transmission/Wheeling Charges and Scheduling Charges

As the Energy is being directly fed to Procurer's grid, there will be charges for sale of energy to Procurer. The payment of scheduling charges to the respective nodal agency (RLDC or SLDC) shall be the responsibility of the Seller.

1.2.4 Tariff for the period prior to Scheduled COD of first unit and for Contract Years beyond the 30 years from the COD of the first Unit

The Tariff for the period prior to Scheduled COD of the first unit shall be the quoted Tariff of the first year. The Tariff for the Contract Years beyond the 30 years from the Scheduled COD shall be the Quoted Tariff of the 30th year from the Scheduled COD and indexed by 4.5 % per annum.

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SCHEDULE VI: DETAILS OF INTERCONNECTION POINT & FACILITIES

The Interconnection Point or Delivery Point shall be point from where the power from the Power Station Switch Yard Bus is being injected into the transmission network. The Procurer shall be required to provide transmission lines and associated infrastructure from the Power Station till the Procurer’s Sub-Station.

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SCHEDULE VII: REPRESENTATIONS & WARRANTIES

1. Representations and Warranties by the Procurers

The Procurer hereby represents and warrants to and agrees with the Seller as follows and acknowledges and confirms that the Seller is relying on such representations and warranties in connection with the transactions described in this Agreement:

1.1 The Procurer has all requisite powers authorizing and has been duly authorized to execute and consummate this Agreement;

1.2 This Agreement is enforceable against the said Procurer in accordance with its terms;

1.3 The Procurer is aware and cognizant of his obligations and has the capacity to respect and execute same;

1.4 The Procurer is not insolvent and no insolvency proceedings have been instituted, nor threatened or pending by or against the Procurer;

The Procurer makes all the representations and warranties above to be valid as of the date of signature of these presences.

2. Representation and Warranties of the Seller

The Seller hereby represents and warrants to and agrees with the Procurer as follows and acknowledges and confirms that the Procurer is relying on such representations and warranties in connection with the transactions described in this Agreement:

2.1 The Seller has all requisite power authorizing and has been duly authorized to execute and consummate this Agreement;

2.2 This Agreement is enforceable against the Seller in accordance with its terms;

2.3 The Seller is aware and cognizant of his obligations and has the capacity to respect and execute same;

2.4 The Seller is not insolvent and no insolvency proceedings have been instituted, or not threatened or pending by or against the Seller;

The Seller makes all the representations and warranties above to be valid as of the date of signature of these presences.

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SCHEDULE VIII: QUOTED TARIFF

QUOTED TARIF FEE WITH ESCALATING INDEX

Year from COD* $US/kW-h Year from COD* $US/kW-h Year from COD* $US/kW-h 1 0.14 11 0.25 21 0.45 2 0.1475 12 0.265 22 0.47 3 0.155 13 0.28 23 0.49 4 0.165 14 0.295 24 0.51 5 0.175 15 0.31 25 0.53 6 0.185 16 0.33 26 0.55 7 0.195 17 0.35 27 0.575 8 0.205 18 0.37 28 0.59 9 0.22 19 0.39 29 0.62 10 0.235 20 0.41 30 0.65

*Year commencement as of COD (Date of Commissioning) of projecting, time equals start

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SCHEDULE IX: SUBSTITUTION RIGHTS OF THE LENDERS

1. Substitution of the Seller

Subject to the terms of this Agreement, upon occurrence of a Seller Event of Default under this Agreement, the Lenders shall, have the right to a) seek substitution of the Seller by a Selectee for the residual period of this Agreement, for the purposes of securing the payments of the Total Debt Amount from the Seller and performing the obligations of the Seller, in accordance with the provisions of this Schedule.

The Lenders may seek to exercise right of substitution by an amendment or novation of this Agreement and other Project Documents executed b) between the Procurer and the Seller in favour of the Selectee, the Procurer and the Seller shall cooperate with the Lenders to carry out such substitution.

2. Procurer's Notice of Default

The Procurer (i.e. the Procurer who serves the Preliminary Default Notice on the Seller as per this Agreement) shall, simultaneously also issue a copy of the same to the Lenders.

3. Substitution Notice

In the event of failure of the Seller to rectify the Event of Default giving rise to Preliminary Default Notice, the lenders, upon receipt of a written advice from the Procurer confirming such failure, either on their own or through its representative (“the Lenders' Representative”) shall be entitled to notify the Procurer and the Seller of the intention of the Lenders to substitute the Seller by the Selectee for the residual period of this Agreement (the “Substitution Notice”).

4. Interim operation of Project

On receipt of a Substitution Notice, no further action shall be taken by any Party to terminate this Agreement, except under and in accordance a) with the terms of this Schedule IX of this Agreement.

On issue of a Substitution Notice, the Lenders shall have the right to request the Procurer to enter upon and takeover the Project for the interim and till the substitution of the Selectee is complete and to otherwise take all such steps as are necessary for the continued operation and maintenance of the Project, including levy, collection and appropriation of payments thereunder, subject to, the servicing of monies owed b) in respect of the Total Debt Amount as per the Financing Agreements and the Seller shall completely cooperate in any such takeover of the Project by the Procurer. If the Procurer, at their sole and exclusive discretion agree to enter upon and takeover the Project, till substitution of the Selectee in accordance with this Agreement, the Procurer shall be compensated for rendering such services in accordance with clause 10.1 herein.

The Lenders and the Procurer shall, simultaneously have the right to commence the process of substitution of the Seller by the Selectee in c) accordance with these terms and the Seller hereby irrevocably consents to the same.

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5. Process of Substitution of Seller

The Lenders' Representative may, on delivery of a Substitution Notice notify the Procurer and the Seller on behalf of all the Lenders about the Lenders' decision to invite and negotiate, at the cost of the Lenders, offers from third parties to act as Selectee, either through private negotiations or public auction and / or a tender process, for the residual period of this Agreement.. Subject to and upon approval of the Procurer, such Selectee shall be entitled to receive all the rights of the Seller and shall undertake all the obligations of the Seller under this Agreement and other Project Documents executed between the Seller and the Procurer, in accordance with these terms of substitution.

The Lenders and the Seller shall ensure that, upon the Procurer approving the Selectee, the Seller shall transfer absolutely and irrevocably, the ownership of the Project to such Selectee simultaneously with the amendment or novation of this Agreement other Project Documents executed between the Seller and the Procurer in favour of the Selectee as mentioned in clause.

6. Modality for Substitution

6.1 Criteria for selection of the Selectee.

The Lenders and/or the Lenders' Representative shall in addition to any other criteria that they may deem fit and necessary, apply the following criteria in the selection of the Selectee:

if the Seller is proposed to be substituted during the Construction Period, the Selectee shall possess the technical and financial capability in a) accordance to the qualifying criteria of the Procurer and Lenders, to perform and discharge all the residual duties, obligations and liabilities of the Seller under this Agreement.

the Selectee shall have the capability and shall unconditionally consent to assume the liability for the payment and discharge of dues, if any, b) of the Seller to the Procurer under and in accordance with this Agreement and also payment of the Total Debt Amount to the Lenders upon terms and conditions as agreed to between the Selectee and the Lenders;

the Selectee shall have not been in breach of any agreement between the Selectee and any Bank or any Lender or between the Selectee and c) any of the Procurer, involving sums greater than one million US Dollars at any time in the last two (2) years as on the date of the substitution of the Seller.

any other appropriate criteria, whereby continuity in the performance of the Selectee's obligations under this Agreement is maintained and d) the security in favour of the Lenders under the Financing Agreements is preserved.

7. Modalities

The following modalities shall be applicable to any substitution of the Seller by the Selectee pursuant to this Agreement:

The Lenders' Representative shall on behalf of the Lenders propose to the Procurer (the “Proposal”) pursuant to sub-clause 7.2 below, the name of 7.1 the Selectee for acceptance, seeking:

grant of all the rights and obligations under this Agreement and the other Project Documents executed between the Procurer and the Seller, a) to the Selectee (as substitute for the Seller);

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amendment of this Agreement and the other Project Documents executed between the Procurer and the Seller, to the effect that the aforementioned grant to the Selectee, shall be such that the rights and obligations assumed by the Selectee are on the same terms and b) conditions for the residual period of this Agreement as existed in respect of the Seller under the original Agreement and the other Project Documents executed between the Procurer and the Seller; and

The Proposal shall contain the particulars and information in respect of the Selectee the data and information as the Procurer may reasonably 7.2 require..

The Proposal shall be accompanied by an irrevocable and unconditional undertaking by the Selectee that it shall, upon approval by the 7.3 Procurer of the Proposal:

observe, comply, perform and fulfill the terms, conditions and covenants of this Agreement and all Project Documents executed between Seller and the Procurer or a new power purchase agreement or respective Project Document (in the case of the novation thereof), which a) according to the terms therein are required to be observed, complied with, performed and fulfilled by the Seller, as if such Selectee was the Seller originally named under this Agreement; or the respective Project Document; and

be liable for and shall assume, discharge and pay the Total Debt Amount or then outstanding dues to the Lenders under and in accordance b) with the Financing Agreements or in any other manner agreed to by the Lenders and the Procurer as if such Selectee was the Seller originally named under such Financing Agreements.

At any time prior to taking a decision in respect of the Proposal received under clause 7.1, the Procurer may require the Lender / Lenders' 7.4 Representative to satisfy it as to the eligibility of the Selectee. The decision of the Procurer as to acceptance or rejection of the Selectee, shall be made reasonably and when made shall be final, conclusive and binding on the Parties.

7.5 Such decision shall be made by the Procurer at their reasonably exercised discretion within seven (7) days of:

a) the date of receipt of the Proposal by the Procurer; or

the date when the last of further and other information and clarifications in respect of any data, particulars or information included in the b) Proposal requested by the Procurer under clause 7.2 above is received; whichever is later.

Notwithstanding anything to the contrary mentioned in this Agreement, the approval of the Procurer for the select shall not be withheld in case the seller meets the mentioned in clause 6.1.

7.6 Upon approval of the Proposal and the Selectee by the Procurer, the Selectee mentioned in the Proposal shall become the Selectee.

Following the rejection of a Proposal, the Lenders and/or the Lenders' Representative shall have the right to submit a fresh Proposal, 7.7 proposing another Selectee. The provisions of this schedule shall apply mutatis mutandis to such fresh Proposal.

The substitution of the Seller by the Selectee shall be deemed to be complete upon the Selectee executing all necessary documents and writings with or in favour of the Seller, Procurer and the Lenders so as to give full effect to the terms and conditions of the substitution, 7.8 subject to which the Selectee has been accepted by the Lenders and the Procurer and upon transfer of ownership and complete possession of the Project by the Procurer or the Seller, as the case may be, to the Selectee. The Procurer shall novate all the Project Documents, which they had entered in to with the Seller in order to make the substitution of the Seller by the Selectee effective.

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Upon the substitution becoming effective pursuant to sub-clause 7.8 above, all the rights of the Seller under this Agreement shall cease to 7.9 exist:

Provided that, nothing contained in this sub-clause shall prejudice any pending/subsisting claims of the Seller against the Procurer or any claim of the Procurer against the erstwhile Seller or the Selectee.

The Selectee shall, subject to the terms and conditions of the substitution, have a period of ninety (90) days to rectify any breach and / or 7.10default of the Seller subsisting on the date of substitution and required to be rectified and shall incur the liability or consequence on account of any previous breach and / or default of the Seller.

The decision of the Lenders and the Procurer in the selection of the Selectee shall be final and binding on the Seller and shall be deemed 7.11to have been made with the concurrence of the Seller. The Seller expressly waives all rights to object or to challenge such selection and appointment of the Selectee on any ground whatsoever.

All actions of the Lenders' Representative hereunder shall be deemed to be on behalf of the Lenders and shall be binding upon them. The Lenders' Representative shall be authorized to receive payment of compensation and any other payments, including the consideration for 7.12 transfer, if any, in accordance with the Proposal and the Financing Agreements and shall be bound to give valid discharge on behalf of all the Lenders.

8. Seller's Waiver

The Seller irrevocably agrees and consents to any actions of the Lenders, the Lender's Representative and the Procurer or exercise of their rights 8.1 under and in accordance with these terms.

The Seller irrevocably agrees and consents that from the date specified in clause 7.9, it shall cease to have any rights under this Agreement or the 8.2 Financing Agreements.

The Seller warrants and covenants that any agreement entered into by the Seller, in relation to the Project, shall include a legally enforceable clause providing for automatic novation of such agreement in favour of the Selectee, at the option of the Lenders or the Procurer. The Seller 8.3 further warrants and covenants that, in respect of any agreements which have already been executed in relation to the Project and which lack a legally enforceable clause providing for automatic novation of such agreement, the Procurer shall procure an amendment in the concluded agreement to incorporate such clause.

9. Interim Protection

9.1 Appointment of a Receiver

In every case of the Lenders issuing a Substitution Notice and the Procurer refusing to take over the Project and the Seller failing to operate the Project in accordance with clause 4 (c) above and the Procurer not electing to act as Receiver as per sub-clause 9.1 (b) hereof, the Lenders a) may institute protective legal proceedings for appointment of a receiver (the “Receiver”) to maintain, preserve and protect the assets held as security by the Lenders if such right is granted under the terms of the Financing Agreements.

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Provided that in event of the Procurer refusing to take over the Project and the Seller failing to operate the Project in accordance with clause 4 (c) above, and if the assets of the Project are, in the opinion of the Procurer, necessary and required for the operation and maintenance of the Project, the Procurer shall be entitled to elect to act as the Receiver for the purposes of this clause and be entitled to maintain, preserve b) and protect the said assets by engaging an operator/service provider to act on their behalf and the Lenders and Seller hereby consent and agree to the same. Upon the Procurer so intimating the Seller and the Lender's representative their desire to act as Receiver, the Seller and the Lender's representative shall co-operate with the Procurer to facilitate the same.

Upon appointment of the Court appointed Receiver or the Procurer acting as Receiver, all the Receivables received by such Receiver shall be deposited by the Receiver in the bank account jointly designated by the Procurer and the Lenders. The Receiver shall be responsible for c) protecting the assets in receivership and shall render a true and proper account of the receivership to the lenders in accordance with the terms of its appointment.

When acting as a Receiver or operator in accordance with this Article 9 or clause 4 (b), the Procurer shall be entitled to be remunerated for such services as may be determined by Central Electricity Regulatory Commission. Furthermore, when acting as a Receiver, the Procurer d) shall not be liable to the Lenders, the Lenders' Representative, Seller or any third party for any default under this Agreement, damage or loss to the Power Station or for any other reason whatsoever, except for willful default of the Procurer.

10. Change in the Procurer or Lenders

The Parties hereto acknowledge that during the subsistence of this Agreement, it is possible that the Procurer may cease to be a party to this Agreement by reason of termination of this Agreement and any Lender may cease to remain as a Lender by reason of repayment of the debt or otherwise. Further it may possible that any Lender may be substituted or a new Lender may be added. In the event of any Procurer ceasing to be a party to this Agreement or Financing Agreement respectively, the term and conditions as prescribed in this Schedule shall cease to automatically apply to such Procurer or Lender as the case may be. Further, upon any entity being added as a Lender and in the event such entity is given the right to substitute the Seller under the Financing Agreement and then the contents of this Schedule shall be applicable to the exercise of such right by the said new entity.

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Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document MUNICIPAL SOLID WASTE CONCESSION AGREEMENT, LAND LEASE AGREEMENT & SUPPLY OF TREATED SEWAGE/EFFLUENT AGREEMENT Development, Construction, Operation and Maintenance of an Integrated Municipal Waste Processing, Disposal and Electricity Generation Facility in Moroni, Autonomous Island of Grande Comore, Union of the Comoros

GOUVERNORAT DE L’ÎLE AUTONOME DE LA GRANDE COMORE

BIOCRUDE TECHNOLOGIES, INC.

AGREEMENT REFERENCE: BIOCRUDE/MCMUC/MSW-LLC/CA/2016/1

TRANSACTION CODE: BCT/MCMUC/MORONI/COMORES/1

CONTRACT GENERATION: 01

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TABLE OF CONTENTS

1. DEFINITIONS & INTERPRETATION 7 2. THE PROJECT 14 3. THE SITE 16 4. COLLECTION OF MSW 18 5. TRANSPORTATION OF MSW 19 6. DELIVERY OF MSW 19 7. SUPPLY OF RESIDUAL TREATED WATER & SEWAGE 22 8. LANDFILL SITE 23 9. EXPANSION OF PROJECT 24 10. BILLING AND PAYMENT 24 11. NO OTHER PAYMENTS 29 12. ADDITIONAL OBLIGATIONS OF CORPORATION 29 13. ADDITIONAL OBLIGATIONS OF FIRST PARTY 33 14. TAXES ON PROJECT FACILITIES 34 15. COVENANT OF NON-INTERFERENCE 35 16. INSURANCE 35 17. EVENTS OF DEFAULT AND TERMINATION 36 18. STEP IN RIGHTS 40 19. TRANSFER AND HANDBACK OF PROJECT FACILITIES 41 20. LIMITATION OF LIABILITY 42 21. GOVERNING LAW AND DISPUTE RESOLUTION (ARBITRATION) 42 22. FORCE MAJEURE AND CHANGE IN LAW 43 23. JURISDICTION 47 24. NO WAIVER OF RIGHTS AND CLAIMS 47 25. SCHEDULES AND ANNEXURES 47 26. SUPERCESSION OF EARLIER AGREEMENTS 47 27. NOTICES 47 28. LEGAL CHARGES 48 29. COUNTERPARTS 48 30. ASSIGNMENT & CHARGES 49 31. NO PARTNERSHIP 49 32. SEVERABILITY 49 33. REPRESENTATION AND WARRANTIES 50 34. COMMERCIAL AGREEMENT 53 SCHEDULE I 56 SITE IDENTIFICATION, PLAN, MAPS AND PHOTOS OF SITE 56 SCHEDULE II 60 SPECIFICITIES AND ISSUES OF INTEREST CONCERNING THE SITE 60 SCHEDULE III 70 [DESCRIPTION OF THE SITE] 70 SCHEDULE IV 73 MSW SUPPLY AREA 73 DEFINITION OF “FIRST PARTY SUPPLY AREA” 73 SCHEDULE V 74

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LAND LICENSE AGREEMENT 74 SCHEDULE VI 86 TREATED SEWAGE/EFFLUENT SUPPLY AGREEMENT 86 SCHEDULE VII 100 TIPPING FEE ESCALATING INDEX 100 SCHEDULE VIII 101 APPLICABLE APPROVALS 101 SCHEDULE IX 102 REPRESENTATION AND WARRANTIES 102 SCHEDULE X: 103 SUBSTITUTION RIGHTS OF THE LENDERS 103 SCHEDULE XI 108 INTEGRATED MSW-ENERGY COMPLEX SCHEMATIC 108 SCHEDULE XII 109 DETAILED PROJECT REPORT ON THE IMPLEMENTATION OF A WASTE TO ENERGY COMPLEX IN MORONI, 109 AUTONOMOUS ISLAND OF GRANDE COMORE

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MUNICIPAL SOLID WASTE (MSW) CONCESSION AGREEMENT

THIS AGREEMENT is made and effective the __th day of December, 2016.

AGREEMENT REFERENCE: BIOCRUDE/MCMUC/MSW-LLC/CA/2016/1

TRANSACTION CODE: BCT/MCMUC/MORONI/COMORES/1

CONTRACT GENERATION: 01

Gouvernorat de l’Île Autonome de la Grande Comore, a Statutory Body constituted under Comorian Law, (hereinafter referred to as “MCMUC”, which expression shall, unless repugnant to the context or meaning FIRST PARTY: thereof, mean and include its successors and assigns) and having its office at Route de Moroni- Itsandra, Moroni, Autonomous Island of Grande Comore, Union of the Comoros, duly represented by the Governor, The Honourable Mr. HASSANI Hamadi, by virtue of resolution ad hoc;

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Ville de Moroni, a Statutory Body constituted under Comorian Law, (which expression shall, unless repugnant to the context or meaning thereof, mean and include its successors and assigns) and having its office at Route de Moroni- Itsandra, Moroni, Autonomous Island of Grande Comore, Union of the Comoros, duly represented by the Mayor, Mr. Moustapha Chamssoudine DADA, by virtue of resolution ad hoc; AND BIOCRUDE TECHNOLOGIES, INC, a Corporation duly organized under the laws of Canada (hereinafter called “Corporation”) having its principle office at 1255 Phillips Square, Suite 605, Montreal, Quebec, Canada H3B 3G5, SECOND PARTY: herein duly represented by the Chairman and CEO, Mr. John MOUKAS, by virtue of corporate resolution ad hoc.

The parties, following discussions, desire to enforce amendments discussed and reflected within these presences and agree to sign these concession agreements as amended. Following the signature of these presences, these WHEREAS amended concession agreements will replace agreements the concession agreements signed on the 11th of January 2016 and will become lawful and binding on the parties, present and future;

First Party and Corporation are hereinafter referred to individually as the "Party" and collectively as the WHEREAS "Parties";

First Party is responsible for, inter alia, making adequate provisions for the collection/ removal and disposal of filth, rubbish and other obnoxious or polluted matters. Government of Autonomous Island of Grande Comore has formulated Municipal Solid Waste (Management and Handling) Rules ("MSW Rules") that impose an obligation WHEREAS on First Party to adopt suitable process for disposal of municipal waste. In furtherance of its functions and pursuant to the MSW Rules First Party has demarcated land for establishing facilities to process, manage and dispose municipal solid waste;

First Party, after obtaining necessary approval from required government agencies under MSW Rules has earmarked land admeasuring approximate twenty five (25) acres (as specifically provided under Schedule III hereto and referred to hereinafter as the "Site"), located at the site adjacent to the existing sewage treatment plant at WHEREAS municipality of Moroni, as the site for establishing an integrated processing and treatment facility for municipal solid waste generated from the areas within its jurisdiction (as defined under Article 2 and hereinafter referred to as the "Plant" or “Project”);

First Party is desirous of augmenting its waste management capability and expand its waste processing, WHEREAS management and disposal capabilities;

The First Party recognizes the Corporation as a Special Purpose Vehicle (SPV) company and will unconditionally grant the Corporation with a certificate of eligibility for same, whereby the Corporation is a Unique Waste Processing Company (hereinafter referred to as "Corporation"), for developing projects for processing and WHEREAS disposing municipal waste using the technologies of processing municipal waste and also to produce as by- products, inter alia, refuse derived fuel, fluff, organic manure, biogas, composting and use such products for generating electricity and producing fly ash for brick manufacture;

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Corporation submitted a proposal (Schedule XII) to First Party for developing the Plant at the Site, utilizing suitable WHEREAS technology, on a design, build, operate and transfer basis (BOOT), to enable augmentation of the waste disposal capabilities of First Party;

The proposal submitted by Corporation envisaged that Corporation would be selected, undertake the development, financing, construction, operation and maintenance of the Plant on a design, build, operate and transfer basis; WHEREAS This will be for Thirty (30) years and an option of renewal for an additional Thirty (30) years, as defined in the Definitions “Term”;

First Party accepted the proposal submitted by Corporation and authorized Corporation and agreed to vest WHEREAS Corporation with the rights and obligations required to enable it to duly undertake the development, financing, construction, operation and maintenance of the Plant at the Site on a build, operate and transfer basis;

First Party is now desirous of entering into an agreement with Corporation vesting it with the rights and obligations WHEREAS required to enable it to and duly undertake the development, financing, construction, operation and maintenance of the Plant at the Site on a design, build, operate and transfer basis (BOOT).

A General Continuing Guaranty (“Sovereign Guarantees” by First Party) will be granted and added to this contract WHEREAS in order to secure the regularity of Tariff payments during the term of this contract.

NOW THEREFORE, THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS:

1. DEFINITIONS & INTERPRETATION

1.1. Definitions

In this Agreement, unless repugnant to the context or inconsistent therewith, the following words, phrases and expressions shall bear the meaning hereinafter respectively assigned to them:

"Access Road" means the motorable approach road (15 ft. wide) for access to the Site from public road and the intended route of which 1.1.1. is indicated in green on the Site plan, annexed as Schedule I hereto.

"Additional Cost" shall mean the additional capital expenditure and/or the additional operating costs or both as the case may be, which 1.1.2. Corporation would be required to incur as a result of a Change in Law.

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"Agreement" means this agreement between First Party and Corporation, including its schedules and annexures and includes any 1.1.3. amendments made hereto in accordance with the provisions hereof.

"Applicable Approvals" means all the authorizations, licenses, clearances, permits, no-objections, sanctions and consents as required 1.1.4. by Applicable Laws, to be procured by either First Party or by Corporation in connection with the implementation of the Project.

"Applicable Laws" means all the laws, acts, ordinances, rules, regulations, notifications, guidelines or bye-laws which have the force of law, in force and effect, as of the date hereof and which may be promulgated or brought into force and effect hereinafter, including 1.1.5. judgments, decrees, injunctions; writs or orders of any court of record, as may be in force and effect during the subsistence of this Agreement and applicable to the Project.

"Biomethanation" means a process that entails enzymatic decomposition of the organic matter by microbial action to produce methane 1.1.6. rich biogas.

"Biomethanation Plant" means the facility having the capacity to process up to two hundred and fifty (250) tons per day of Organic 1.1.7. Waste that will be constructed, operated and maintained as part of the Plant, for undertaking the Biomethanation of Organic Waste.

"C&D Debris" means solid waste resulting from construction, remodeling, repair, renovation or demolition of Structures or from land clearing activities or trenching or de-silting activities. "Structures" for the purposes of this definition means buildings of all types (both residential and non-residential), utilities, infrastructure facilities and any other type of man-made structure. C&D debris include, but are 1.1.8. not limited to bricks, concrete rubble and other masonry materials, soil, rock, wood (including painted, treated and coated wood and wood products), land clearing debris, wall coverings, plaster, drywall, plumbing fixtures, roofing, waterproofing material and other roof coverings, asphalt pavement, glass, plastics, paper, gypsum boards, electrical wiring and components containing no hazardous materials, pipes, steel, aluminum and other non-hazardous metals used in construction of structures.

“Commissioning Period" in relation to the Plant means the period of five (5) months from the date when the Mechanical Completion 1.1.9. of each of the Project Facilities has been achieved.

"Concession" means collectively all the rights granted by First Party to Corporation under this Agreement with respect to developing, implementing, constructing, operating and maintaining the Plant for the management, processing and disposal of the Municipal Waste 1.1.10. generated from within the First Party Supply Area, subject to all the terms, conditions, covenants and obligations of this Agreement, more specifically mentioned in Article 2.

"Daily MSW Deficiency Amount" shall have the meaning given to the phrase in clause 6.2 and guaranteed by First Party under the 1.1.11. principal of “Put or Pay” for the minimum amount of guaranteed MSW (If the amount of committed minimum MSW is not delivered, or deficient, First Party guarantees payment of same, regardless of any circumstances, other than Force Majeure ).

1.1.12. "Daily Weight Sheet" shall have the meaning given to the term in clause 6.3 (a) ii.

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"Date of Commissioning" or "COD" means the date notified by Corporation as the date on which the Plant is ready to commence 1.1.13. commercial operations after successfully completing the testing, which shall be a date no later than three months of the date of Mechanical Completion of the Plant.

"Date of Mechanical Completion" means, in relation to the Plant, the date, not being later than twenty four (24) months from the 1.1.14. commencement of construction, on which, the construction of the Plant is to be completed with all equipment and be ready for testing and commissioning.

"Dead Remains" means the dead bodies, carcasses, bones or skeletal remains of animals, rodentsand other living beings (other than 1.1.15. plants).

1.1.16. "Delivery Schedule" shall have the meaning given to the term in clause 5.2.

"Development Costs" shall mean the aggregate of the amounts spent by Corporation in undertaking activities in relation to the 1.1.17. implementation of the Project till the Date of Commissioning which amounts will include but not be limited to:

· expenditure incurred in respect of filing applications for and obtaining and maintaining Applicable Approvals, · fees of all consultants, experts, accountants, lawyers, lenders and other independent persons hired in relation to the Project, · costs of maintaining offices of Corporation that are attributable to the Project, · any payments made to First Party or on behalf of First Party in relation to the Concession or the Project and · costs of any contractors appointed by Corporation in relation to the implementation of the Project

"Encumbrances" means any encumbrance such as mortgage, charge, pledge, lien, hypothecation, security interest or other obligations 1.1.18. and shall also include physical encumbrances, including utilities both under and above the ground and encroachments on the Site.

"Effective Date" means the date on which the obligations of Corporation, under this Agreement, become binding and effective and all 1.1.19. the conditions precedent specified in clause 2.9 are satisfied by Corporation.

"Excluded Waste" means waste material of the nature that the Project Facilities are not designed or authorized to receive, manage, 1.1.20. process and dispose that shall mean:

Ø Hazardous Waste, Ø Bio-Medical Waste and Ø Dead Remains

"Financing Documents" or "Financing Agreements" means all-the agreements, taken together, that are entered into between Corporation and the lenders for providing the debt financing for the implementation of the Project and shall include the security 1.1.21. documents creating the relevant security (such as mortgages or charges or liens) on the Plant or any part thereof, for securing the debt provided.

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"Good Industry Practice" means the exercise of that degree of skill, diligence, prudence and foresight in compliance with the undertakings and obligations under this Agreement which would reasonably and ordinarily be expected of a skilled and an experienced 1.1.22. person engaged in the implementation, operation and maintenance or supervision or monitoring thereof or any of them of facilities similar to the Facilities" to be constructed, operated and maintained pursuant to the Project.

1.1.23. "Hazardous Waste" shall have the meaning as defined under the Hazardous Wastes (Management and Handling) Rules.

"Inert Management Facility" means the Facility that will be constructed, operated and maintained as part of the Plant, for managing 1.1.24. and processing the Residual Inert Matter in order to ensure that there is minimum requirement for Landfilling of the Residual Inert Matter.

“Intervening party" means all entities of the First party which will intervene to the present contract, also called the Guarantor, to guarantee (“Sovereign Guarantees”) the monthly invoices, monthly provisional invoices corresponding to the purchase of electricity 1.1.25. by the Buyer, all additional invoices for any reason as long as related to the terms of this contract, as well as “ALL” of the obligations of the First Party, in reference to these presences The guarantee in question is considered to be effective during all the duration of validity of the contract.

"Landfill Site" means the existing or to be provided by the first party, landfill site for disposal of the inert fraction of the MSW located within the vicinity of the proposed MSW-Energy Complex (not surpassing 30 km) and any alternate or additional landfill site notified 1.1.26. by First Party pursuant to Article 8 of this Agreement or Concession Agreement-First Party, as being available for disposal of MSW pursuant to this Agreement.

"Landfllling" means the disposal of the Residual Inert Matter and Rejected Wastes at the Landfill Site in accordance with the terms of 1.1.27. this Agreement.

1.1.28. "Lenders” means, the Persons that provide the financing for the Projects pursuant to Financing Agreements.

“Letter of Credit (LC)” or “Irrevocable Revolving Letter of Credit (RLC)”: shall have the meaning ascribed thereto in Article 10.4. 1.1.29. (a).

"License" or “Lease” means the license pursuant to which First Party shall provide the Site to Corporation, the draft of which is provided 1.1.30. as Schedule V to this Agreement.

"MSW" or "Municipal Waste" means waste generated by households, public services, agricultural activities, commercial 1.1.31. establishments and industries located within the jurisdiction of First Party, and shall include Solid Waste, and Organic Waste, but shall not include the Excluded Wastes.

"MSW" or "Municipal Solid Waste" shall have meaning as defined under the Municipal Solid Waste (Management & Handling) Rules, which is reproduced as below: "Municipal Solid Waste" includes commercial and residential wastes generated in a municipal or notified areas in either solid or semi-solid form excluding industrial hazardous wastes but including treated bio-medical wastes;

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"MSW Rules" means The Municipal Solid Wastes (Management and Handling) Rules, framed by the Government of the country under 1.1.32. the Environment (Protection) Act and includes any statutory amendments / modifications thereto or reenactments thereof, for the time being in force, but will not modify or affect any rights or obligations inherent within the realms of these presences.

"Material Adverse Effect" means a material adverse effect on (a) the ability of either Party to exercise any of the rights to perform / 1.1.33. discharge any of its duties / obligations under and in accordance with the provisions of this Agreement and/or (b) the legality, validity, binding nature or enforceability of this Agreement.

"Material Breach" shall mean a breach by either Party of any of its obligations under this Agreement which has or is likely to have a 1.1.34. Material Adverse Effect on the Project and which such Party shall have failed to cure.

"First Party Supply Area" means, the areas under the jurisdiction of First Party, which First Party has identified as the source of MSW 1.1.35. for the Project, annexed as Schedule IV hereto.

1.1.36. "Organic Waste" means such type of Waste that can be degraded by micro-organisms, but shall not include Excluded Wastes.

"Person" means any individual, corporation, partnership, joint venture, trust, unincorporated organization, government or governmental 1.1.37. authority or agency or any other legal entity.

"Plant" means the integrated MSW management, processing and disposal facility comprising the RDF Plant, the Biomethanation Plant, the Power Plant and the Inert Management Facility to be designed, constructed, operated and maintained by Corporation in accordance 1.1.38. with the terms and provisions of this Agreement and in the event Corporation decides to design, construct, operate and maintain a compost plant, such facility shall also be part of the Plant.

"Power Plant" means the a power generation plant of a name plate capacity of approximate 6.5 MW that will generate electricity by 1.1.39. using the Municipal Waste or Supplementary Fuel or both, as the case may be.

"Preliminary Notice" means the notice of intended Termination by the Party entitled to terminate this Agreement to the other Party 1.1.40. setting out, inter alia, the underlying Event of Default.

"Project" means the project for enabling the processing of Municipal Waste up to the Maximum MSW Quantity and for that purpose 1.1.41. to design, development, financing, construction, operation and maintenance of the Plant under and in accordance with the terms and provisions of this Agreement.

"Project Facilities" means, as the context may require either all or one or more of the constituents of the Plant including without 1.1.42. limitation (i) the Site and (ii) the individual facilities comprising the Plant, namely the RDF Plant, the Biomethanation Plant, Inert Management Facilities, and the Power Plant.

"RDF" means the solid fuel in the form of fluff or pellets/briquettes that is produced by drying and separation of combustible fractions 1.1.43. from the MSW meeting the requirements of the boiler to generate electricity through the turbine that will be part of the Power Plant.

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"Receipt Point" means the place within the Site, specified in writing by Corporation and marked on a layout plan by Corporation on or 1.1.44. before the Date of Mechanical Completion, at which First Party shall be required to deliver the MSW in accordance with the terms of this Agreement.

“Renewal Option” means an additional thirty (30) years term, tacitly renewed (discretion of Corporation), and as described in the 1.1.45. “Term” definition, below.

1.1.46. "Residual Inert Matter" means the waste matter obtained after processing of the MSW by each of the relevant Project Facilities.

"Rejected Waste" means such components of a consignment of Municipal Waste delivered by First Party that are refused to be accepted 1.1.47. by Corporation, either at the time of delivery upon inspection of the MSW delivered or being delivered, as the case may be, on the ground that they are either:

i. classified as Excluded Wastes, ii. they are not in accordance with the composition of MSW as defined in this Agreement (30% maximum inerts), iii. they are of a quantity that is in excess of the First Party MSW Quantity, they are part of a consignment of MSW that is sought to be delivered by First Party when it has been notified that the Plant is iv. undergoing repair or maintenance

"Residual Treated Water" means the treated liquid residue derived from the Sewage treatment process of the Sewerage Treatment Plant, that is capable of either discharge into natural water bodies or re-use for purposes other than human consumption which will be 1.1.48. supplied by local Sewage Treatment Plant (STP) Organization to Corporation from the Sewage Treatment Plant, for being used in the Plant.

1.1.49. "Sewage" means the liquid waste that is treated by the municipality of Moroni at the local Sewerage Treatment Plant.

"Sewage Treatment Plant" means the sewage treatment plant owned, operated and maintained by the local Sewage Treatment Plant 1.1.50. Organization.

"Sludge" means primarily organic solid or semi-solid product of the treatment process of Sewage undertaken in the Sewerage Treatment 1.1.51. Plant.

"Solid Waste" means wastes generated from commercial, agricultural, industrial and domestic activities within the jurisdiction of First 1.1.52. Party that are in either solid or semi-solid form but shall not include the Excluded Wastes.

"Site" means the land admeasuring Twenty Five (25) acres located adjacent to the Sewage Treatment Plant at Moroni, Autonomous 1.1.53. Island of Grande Comore.

1.1.54. "Supplementary Fuel" shall have the meaning given to the term in clause 2.4.

"Technology" means the relevant technology for the waste to energy processes, that Corporation may, at its discretion, deem fit to use 1.1.55. in the Project Facilities from time to time.

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"Term" means the time period of Thirty (30) years commencing from the Effective Date and will also include an option of an additional 1.1.56. thirty (30) years thereafter, tacitly renewed (Corporation’s discretion), whereby the tipping fees shall be indexed by four and a half percent (4.5 %) per annum, using the 30th year of the 1st period as a base for indexation for the optional period.

"Termination" means the early termination of this Agreement pursuant to Termination Notice given by either Party to the other Party or 1.1.57. otherwise in accordance with the provisions of this Agreement but shall not, unless otherwise requires, include expiry of this Agreement due to the expiry of its Term.

1.1.58. "Termination Notice" means the termination notice given pursuant to clause 17.2 (c).

1.1.59. "Termination Date" means the date specified in the Termination Notice as the date on which Termination occurs.

1.1.60. "Termination Payment" means the payments payable pursuant to clause 17.2 (f) of this Agreement.

1.1.61. "Transporter" shall have the meaning give to the term in clause 4.1 (a).

1.1.62. "Transportation Contract" shall have the meaning give to the term in clause 4.1 (a).

"Vacant Possession" means delivery to Corporation, of possession of the lands constituting the Site free from all Encumbrances subject 1.1.63. to clause 3.1 (b) and the grant of all easement rights and all other rights appurtenant thereto.

"Viability Gap Funding" or "VGF" means the financing provided to eligible infrastructure projects by the Government of 1.1.64. Autonomous Island of Grande Comore pursuant to The Guidelines to Support Public Private Partnerships in Infrastructure.

1.1.65. "Weighbridge" means the electronic weighbridge capable of performing the operations specified in clause 6.3 (a).

1.2. Interpretation

The words, phrases and expressions defined hereinabove in clause 1.1 or defined elsewhere by description in this Agreement, together with their respective grammatical variations and cognate expressions shall carry the respective meanings assigned to them a) in the said clause 1.1 or in this Agreement and shall be interpreted accordingly. Expressions, which have not been defined in this Agreement shall carry the respective meanings assigned to them in their ordinary applicability read in context with the manner of their usage in this Agreement or in their respective technical sense, as the case may be;

b) all words in singular shall be deemed to connote their respective plurals and vice-versa, unless the context suggests otherwise;

c) the words "include" and "including" are to be construed without limitation;

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the headings of the clauses in this Agreement are merely for purposes of convenience and shall have no bearing on the interpretation d) of this Agreement;

e) the Schedules and Annexures to this Agreement form an integral part of this Agreement and shall be interpreted accordingly.

2. THE PROJECT

2.1. Grant of Concession

Subject to and in accordance with the terms and conditions set out in this Agreement, First Party hereby irrevocably grants to Corporation and Corporation hereby accepts exclusive right and authority, during the term, to develop, establish, finance, design, construct, operate and maintain the plant site, and in addition to the other rights granted under this Agreement;

to exclusively hold, possess, control the Site, in accordance with the terms of the License for the purposes of the due implementation a) of this Project, in accordance with the terms of this Agreement;

to receive at the Receipt Point, during each day of the Term, MSW from First Party mainly and primarily from the First Party Supply b) Area. The cost of transportation and delivery till the Receipt Point shall be borne by First Party;

c) To inspect the MSW delivered by First Party and identify Rejected Waste and refuse to accept the Rejected Waste;

to store, use, appropriate, market and sell or dispose all the products/by-products obtained after the processing and treatment of the d) MSW (including but not limited to electricity, methane, RDF, compost and Residual Inert Waste);

to construct, operate and maintain a pipeline system from the Sewage Treatment Plant to the Plant to enable Corporation to receive e) Residual Treated Water from local Sewage Treatment Plant and to store it at the Site and use it in the Plant for such purpose as it may deem fit. This will only be done if required;

f) to receive and store Sludge at the Site and use it in the Plant for such purpose as it may deem fit;

g) to receive, for the purposes of processing at the Plant, MSW from First Party or any Person.

2.2. Rights Associated with the Grant of Concession

Without prejudice to the generality of foregoing and other provisions of this Agreement, the Concession hereby granted to Corporation shall include and shall entitle Corporation, without requiring any further authorization or authority from First Party, to enjoy, the following rights, privileges and benefits in accordance with the provisions of this Agreement and Applicable Laws:

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to design, engineer, finance, procure, construct, install, commission, operate and maintain each of the Project Facilities either itself a) or through such Person as may be selected by it;

upon commissioning of a Project Facility, to manage, operate and maintain the same either itself or through such Person as may be b) selected by it;

to borrow or raise money or funding required for the due implementation of the Project and mortgage, charge or create lien or encumbrance on the whole or part of the Project Facilities, provided however, the creation of mortgage, charge, lien or encumbrance c) on the lands constituting the Site will be dependent on the terms and conditions on which the said lands have been granted by First Party to Corporation to obtain the utilities required for enabling the construction of the Project Facilities.

2.3. Use of Suitable Technology

Without prejudice to the generality of the foregoing, Corporation shall have the right to develop the Project Facilities using such Technology that it considers suitable and commercially viable for the purposes of implementing the Project, in accordance with terms of this Agreement. It is acknowledged that it is the intention of Corporation to essentially use Biomethanation, RDF and material recovery Technology associated with the concept of an integrated waste processing plant, a process diagram of which is provided in Schedule XI and that Corporation shall have the right to modify, adapt, upgrade or change the Technology, from time to time, based on actual operations of the Plant and the requirements of the Project.

2.4. Use of Supplementary Fuel for Power Plant

The Parties hereby agree that Corporation shall have the right to use, at such times as it may deem fit, any fuel as a supplement to the MSW to enrich the RDF and Biogas and/or to directly support the operation of Power Plant (such fuel shall be referred to as "Supplementary Fuel").

2.5. Sale and Marketing of Products from Processing MSW

First Party hereby confirms that Corporation shall be free to sell or otherwise dispose of any products derived or produced from the Plant as a consequence of undertaking the processing of the MSW and Sewage including electricity or RDF or fluff or gas or Sludge or Residual Treated Water or any other products or by-products, other material recovered or produced from MSW and the Sewage at the Plant, by providing timely information to First Party. Corporation shall have the right to sell or otherwise dispose such products, at such price and to such persons and using such marketing and selling arrangements as it may deem appropriate.

2.6. Storage Requirements of Plant

The Parties hereby agree that the Plant shall be designed to enable:

a) Storage of up to five (5) days’ supply of Maximum MSW Quantity, and

b) Storage of twenty (20) days production of RDF.

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2.7. Term of Concession

The Concession is granted to Corporation for the Term (as defined in the Definition) and shall terminate upon the expiry of the Term, the renewal option (if not exercised by Corporation), or upon earlier Termination of this Agreement.

2.8. Renewal of Concession

First Party will agree to renew or extend the Concession after the expiry of the initial Term, for another period of thirty (30) years or such other period as may be mutually agreed to and on such terms and conditions as mutually agreed upon.

2.9. Conditions Precedent

This Agreement and the Concession granted herein by First Party to Corporation are valid and binding from the date of execution of this Agreement provided however, the obligations of Corporation under this Agreement would become effective and binding, only upon the satisfaction of the following conditions precedent:

Subject to provisions of Article 3, First Party should at its own cost and expense, handover the Vacant possession of the Site to a) Corporation;

Corporation should have, at its own cost and expense, obtained all the Applicable Approvals (as specified in Schedule VIII) required to be procured by it to enable the commencement of the Project, as further detailed in Schedule XII, and in order to commence the b) construction and operation of the Project Facilities provided however, First Party shall provide all the support required for enabling the grant of the Applicable Approvals to Corporation.

3. THE SITE

3.1. Vesting of Site with Corporation

First Party shall grant Corporation a license/Land Lease to use the Site at a nominal license / Land Lease fee of One Dollar US (1.00 US Dollar) per Twenty-Five (25) acres per annum for the Term and First Party shall execute the License/ Land Lease Agreement with Corporation together with the execution of this Agreement. The license fee can be paid in advance for such period of time a) as Corporation may deem fit. The licensee fee shall remain fixed for the entire Term and shall not be subject to any escalation. Corporation shall have the full right to regulate the entry into and use of the Site, subject to inspection rights of First Party from time to time.

First Party hereby agrees that the right to use the land constituting the Site shall be granted to Corporation under the License, for the purposes of the development of the Project Facilities for enabling First Party to discharge its functions of management, treatment, b) processing and disposal of MSW. The conditions that have been stipulated by the Governmental Development Authority on the lease of the land to First Party shall be annexed, as a schedule to the License and Corporation shall be under an obligation to honour and give full effect to such conditions.

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If any underground Encumbrances are found on the Site during the course of construction or any time during Term of the Concession Period, Corporation shall notify First Party of the same and First Party shall be under obligation to remove such Encumbrances. In the event First Party is unable to clear the said Encumbrance within a period of four (4) weeks of such notification by Corporation, c) Corporation shall be authorized to clear the Encumbrance and provide First Party the details of the costs incurred by Corporation in undertaking such activity and proceeds from Sale of such Encumbrances, if any. The cost incurred in removing such Encumbrances shall be deductible from any amounts payable to First Party by Corporation, after adjusting for amounts received from sale of such Encumbrances.

3.2. Use of Site

Corporation shall not, without the prior written approval of First Party, use the Site for any purpose other than for the purpose of developing, constructing, operating and maintaining the Project Facilities, the Plant and undertaking other activities to implement and operate the Project pursuant to this Agreement.

3.3. Vesting of Site Co-Terminus with Concession Agreement

Subject to clause 3.1 (c) herein, First Party hereby assures and represents to Corporation that the vesting of the Site with Corporation shall be irrevocable for the Term and cannot be terminated earlier than the expiry or termination of this Agreement and shall be co-terminus only with the expiry or termination of the Term.

3.4. Boundary Wall

The Parties agree that a duly completed and painted boundary wall made of brick, having a height of 2.5 m with iron grills of one (1) meter height on top of the brick wall, is required to be constructed on the boundary of the Site. First Party shall undertake at its own cost the construction of the boundary wall provided however, First Party shall always have the option to instruct Corporation to undertake the process of construction of the boundary wall and First Party shall in such circumstances, reimburse Corporation the actual cost incurred in the construction of the said boundary wall. The Parties hereby agree that if First Party does not complete the construction of the boundary wall or has not instructed Corporation to undertake the construction of the boundary wall within a period of six (6) months from the date of execution of this Agreement, Corporation shall undertake the construction of the boundary wall at the cost of First Party and First Party shall in such circumstances, reimburse Corporation the actual cost incurred in the construction of the said boundary wall, subject to the Corporation providing a detailed statement of costs incurred as well as supporting documentation in proof thereof.

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4. COLLECTION OF MSW

4.1. Separate Storage and Collection of Various types of MSW

The Parties hereby agree that First Party may appoint certain Persons to undertake the collection and transportation of waste generated within its jurisdiction (such Persons hereinafter referred to as "Transporters") and will enter into suitable agreements a) with each Transporter (each such agreement is hereby referred to as "Transport Contract") that would provide the terms and conditions governing the provision of the waste collection and transportation services by the Transporters to First Party or undertake to transport the MSW to Corporation Project through its own resources.

First Party hereby assures Corporation that it would instruct all the Transporters to deliver the waste collected by them to the Plant. b) First Party shall also endeavor, to have in place, a suitable waste segregation system as per provisions of MSW Rules.

4.2. Collection from Vegetable Markets and Bulk Generators of First Party’s MSW

First Party shall endeavor to issue suitable directions, notifications or otherwise as required under the Applicable Laws, that a) vegetable markets and other bulk generators of MSW, within the said First Party Supply Area appropriately segregate, at source, the MSW generated by them and put into separate receptacles for collection in accordance with the said directions.

First Party and Corporation hereby agree that if the vegetable markets and bulk generators of MSW under the First Party’s jurisdiction, existing on the date of this Agreement ("Existing Bulk Generators"), the First Party, prior to the Date of Commissioning, will pay a tipping fee evaluated by multiplying the amount of MSW (TPD), (over and above the minimum MSW Guarantee) by the amount of Days in a year (365 days) and then multiplied by the tipping fee of the year in question (refer to b) schedule VII) for the disposal of the MSW generated by it at the Site ("Bulk Generator Tipping Fee"). For each subsequent Contract Year, the tipping fee is evaluated by the Yearly Tariff Payments of the previous Contract Year (refer to Schedule VII).First Party hereby undertakes that it shall ensure that, from the Date of Commissioning, any such Bulk Generator Tipping Fee is paid directly to Corporation by the First Party. Corporation shall have the right to collect, retain, appropriate and use the Bulk Generator Tipping Fee.

The First Party hereby agrees to pay the Corporation a Bulk Generator Tipping for MSW, a fee evaluated by multiplying the amount of MSW (at least “Minimum MSW Guarantee”) by the amount of Days in a year (365 days) and then multiplied by the tipping fee of the year in question (refer to schedule VII) for the disposal of the MSW generated by it at the Site ("Bulk Generator Tipping c) Fee"). For each subsequent Contract Year, the tipping fee is evaluated by the Yearly Tariff Payments of the previous Contract Year (refer to Schedule VII).First Party hereby undertakes that it shall ensure that, from the Date of Commissioning, any such Bulk Generator Tipping Fee is paid directly to Corporation by the First Party. Corporation shall have the right to collect, retain, appropriate and use the Bulk Generator Tipping Fee.

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It may also be noted that the MSW so received by Corporation from the First Party Supply area (being area under the jurisdiction d) of First Party) shall be a part of First Party MSW Quantity.

4.3. Collection at Cost of First Party

The Parties agree that all costs of any operations for ensuring collection and delivery of MSW at the Receipt Point, including but not limited to collection, manual segregation, storage, transportation and delivery of MSW at the Receipt Point and disposal of the Rejected Waste, shall be borne by First Party.

5. TRANSPORTATION OF MSW

5.1. Routes

First Party, its Transporters and Corporation shall mutually agree to and determine Routes that will be taken by the collection trucks to deliver the MSW at the Receipt Point. The routes so determined shall ensure that the Biodegradable waste which is stored separately or is collected directly from Bulk Generators is transported separately and not mixed with Non-Biodegradable waste collected and stored separately.

5.2. Delivery Schedule

First Party, its Transporters and Corporation shall mutually agree to a suitable schedule for the delivery of First Party MSW Quantity at the Receipt Point ("Delivery Schedule"). Any deviations in the said Delivery Schedule shall be only with the prior consultation of Corporation. This provision shall not prejudice First Party's primary obligation to supply MSW under this Agreement.

6. DELIVERY OF MSW

6.1. Delivery of MSW Prior to COD

At any time during the period from the Effective Date and until the Date of Commissioning of the Plant, First Party shall supply and make available to Corporation at Receipt Point, at the pre-stated tipping fee, Seven Hundred (700) TPD as of the date of Commissioning, thereafter until the duration of the term, plus or minus (+/-) five per cent (5.0%) of MSW, as requisitioned by Corporation by a seven days advance notice in writing.

6.2. Daily Delivery of MSW After COD

From the Date of Commissioning till the end of the contractual Term, First Party shall supply on a daily basis and make available to the Corporation at Receipt Point, at the stated tipping fee, a de facto minimum amount of seven hundred (700) TPD of MSW, as of the date of Commissioning, thereafter until the duration of the term, plus or minus (+/-) five per cent (5.0%) of MSW (on a de facto a) “Put or Pay” (for full face value of the quoted rate and the de facto daily minimum guaranty of MSW) basis), in accordance with the Delivery Schedule and the provisions of this Agreement. MSW supplied to the Corporation shall be primarily from the First Party Supply Area.

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First Party hereby agrees that Corporation shall have priority over the MSW collected within the First Party Supply Area and First b) Party shall collect and deliver all the MSW generated within the First Party Supply Area first to Corporation up to the First Party Municipal Solid Waste MSW Quantity required to be supplied to Corporation under this agreement.

6.3. Measurement of MSW Delivered

Corporation shall cause a Weighbridge to be constructed at the Receipt Point, as part of the Project, which should have video a) surveillance, a server room, an electronic display unit and suitable technology, with duly calibrated weighbridge having the maximum possible accuracy, to carry out the following operations:

the MSW delivery trucks, take the dimensions of the delivery trucks, determine the weight of the consignment and i. determine the density of the consignment,

generate and maintain an electronic data base for each delivery and provide a print out of the specifications and details for ii. each consignment, as stated in subclause (i) above (such print out is hereinafter referred to as "Daily Weight Sheet"),

b) The Weighbridge shall be operated and maintained by Corporation, at no additional cost to First Party.

Each consignment shall be first screened and weighed at the Weighbridge. First Party shall provide the weight and volume of each c) empty delivery truck, in order to enable the due operation of the Weighbridge.

First Party undertakes that it shall depute a responsible person ("First Party Representative") to monitor the operations of the d) Weighbridge. However, the First Party Representative shall have no responsibility or liability regarding operation and maintenance of the Weighbridge.

Without prejudice to the foregoing, Corporation shall ensure that the Weighbridge is monitored and inspected regularly to ensure its e) due calibration and accuracy and any errors shall be rectified immediately.

f) The Daily Weight Sheet shall be final and binding on the Parties.

6.4. Maintenance of Records

The Daily Weight Sheet will be maintained on a day to day basis by Corporation to record the quantity of MSW delivered and the quantity of MSW entered therein as having been received and measured shall, subject to the right of Corporation to inspect and reject the Rejected Waste that may be part of any consignment, be deemed to have been received by Corporation for the purposes of this Agreement. A copy of the Daily Weight Sheet shall be daily sent to First Party by Corporation. Corporation shall maintain the records of the Daily Weight Sheets (in electronic form) for a period of past three years.

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6.5. Determination of Rejected Waste

If the Weighbridge determines that a consignment, other than a consignment of Organic Waste (to which the provisions of this a) clause 6.5 (a) shall not be applicable), has a density greater than:

i. in the case of an open truck, five hundred kilograms per cubic meter (500 Kg/m3), and

in the case of a compactor truck, eight hundred kilograms per cubic meter (800 kg/m3); then the relevant consignment ii. may be rejected at the discretion of Corporation and the truck not allowed to unload the consignment. First Party hereby agrees that in order to enable the screening to be carried out effectively, it shall adhere to the Delivery Schedule:

b) If a consignment of Waste comprises predominantly of Organic Waste; it should be declared by First Party upfront.

If a consignment of Waste has moisture content of more than 35%, or has more than 30% of inerts (C&D debris & recyclables, c) not including plastics (polymer based materials) and textiles), it will be classified and treated as Rejected Waste.

Corporation shall, at the time from the measurement of a consignment of MSW till before the MSW is utilized in the Plant, be entitled to inspect the delivered MSW to ensure that no MSW that falls under the category of Rejected Waste is processed by the Plant. If waste determined to be Rejected Waste are identified then, if such determination is made at the Receipt Point at the time of delivery of a particular consignment of MSW, then Corporation can refuse to accept the Rejected Waste from First d) Party and return the consignment without allowing it to be unloaded. Notwithstanding anything to the contrary, if determination of any Rejected Waste is made after the relevant consignment had been accepted and mingled with the stored MSW at the Site, then First Party shall bear all costs associated with the transportation of such Rejected Waste to the Landfill, and the Corporation shall notify First Party of same.

The quantity of Rejected Waste identified during a period, shall be deducted from the MSW being supplied by First Party while e) determining whether First Party has delivered the Minimum MSW Quantity for such relevant period.

6.6. Compensation in case of failure to deliver Minimum MSW Quantity

First Party hereby agrees that the delivery by First Party every day of the First Party a minimum MSW Quantity critical for ensuring the due implementation of the Project. First Party hereby agrees that in consideration of Corporation implementing the Project, it hereby assures and undertakes that it shall deliver, on every day after the COD, MSW equivalent to at least the First Party MSW Quantity at the Receipt Point, in accordance with the Delivery Schedule, and in the event it is not able to deliver the First Party MSW Quantity for a period of one (1) day, it shall pay Corporation for each day of such failure, under the principal of “Put or Pay ”, after the second day period, as a pre-agreed reasonable compensation, an amount ("Daily MSW Deficiency Amount Compensation") that is as follows and these elements must be added together when applicable, in order to determine the total cost of the Daily MSW Deficiency Amount Compensation:

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The Requisite minimum amount of MSW, is Seven Hundred (700) TPD as of the date of Commissioning, thereafter until the a) duration of the term, to be delivered, less the amount of MSW delivered for that day, multiplied by the associated dollar amount for the tipping fee per ton of MSW, as can be referenced in Schedule VII, for that time period;

Any and all associated costs and revenue losses incurred by the Corporation by the MSW Deficiency Amount, up to and including the total opportunity loss of the procured marketable by-products (compost, electricity and carbon credits) requisite b) for the economic viability of the project (revenue model), based on the MSW Deficiency Amount less MSW delivered amount) from the operation of the plant and reasonable compensation for the aforesaid prejudice, and

In the event Supplementary Fuel is used to enable the due operation of the Power Plant, then the Daily MSW Deficiency c) Amount shall be the aggregate of the cost incurred by Corporation in:

i. obtaining the Supplementary Fuel (used pursuant to clause 2.4) at the Site, and

any and all costs incurred by Corporation in ensuring the operation of the Power Plant on the Supplementary Fuel so ii. obtained (including equipment and infrastructure compatibility).

This amount shall be notified by Corporation to First Party together with a certification of the same by the auditor of Corporation.

7. SUPPLY OF RESIDUAL TREATED WATER & SEWAGE

7.1. Interconnection of Sewage Treatment Plant and Sewerage System of First Party

First Party hereby agrees to engage in the “Supply of Treated/Sewage Effluent Agreement”, as set out in Schedule VI, and authorizes Corporation to construct, operate and maintain a pipeline system between the Plant and the Sewage Treatment Plant of the First Party, for enabling the supply of the Residual Treated Water from the Sewage Treatment Plant to the Plant at Corporation's own cost. This is only if required.

7.2. Use of Sludge at Site by Corporation

First Party hereby agrees and authorizes Corporation to procure Sludge and use it in the waste treatment processes at the Plant and for that purpose First Party hereby further agrees and Authorizes Corporation to store Sludge at the Site, at such place as may be determined by Corporation.

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8. LANDFILL SITE

First Party acknowledges that the availability of the Landfill Site for the purposes of disposal of Rejected Waste and Residual Inert Matter a) are critical for the continued operations of the Plant in a viable manner.

The Parties agree that First Party has no independent Landfill Site of its own, but uses the Landfill Sites of First Party to dispose the MSW generated within its jurisdiction. First Party shall be primarily responsible for ensuring the availability of a Landfill Site for accepting the b) Residual Inert Matter and Rejected Wastes generated from First Party MSW Quantity, under the arrangements that it reaches with First Party or any other Person for disposal of MSW generated within the First Party Supply Area.

The Residual Inert Matter shall be accepted by Landfill made available by First Party at no cost to Corporation and/or to First Party. However, if such Landfill is not made available by First Party due to any reasons whatsoever, or at a later date First Party refuses to accept Residual Inert Matter generated due to First Party MSW Quantity, then First Party shall cause the Landfill Site to be made available for the purposes of this Agreement at its own cost and expense (including payment of all levies, charges and taxes whatever) and as per the requirements and c) conditions as prescribed under Applicable Law. Any Tipping Fee ("Tipping Fee" means any charges, fees or levies, etc… by whatsoever name called, paid by First Party/Corporation to First Party/any other agency for use of Landfill site for disposal of Residual Inert Matter and Rejected Waste due to First Party MSW Quantity) or other charges that are imposed by First Party for making the Landfill Site available shall be borne by First Party and if Corporation has to pay any such tipping fee or charges, it shall be charged to First Party.

First Party hereby indemnifies Corporation and agrees to hold it harmless against any liability, expense, cost, loss, claim, action, damage that d) Corporation suffers on account of the non-availability of the Landfill Site to accept the Residual Inert Matter and Rejected Wastes.

Corporation shall, however, bear the cost of transportation and off-loading of the Residual Inert Matter (but not of the Rejected Waste) from the Site, as the case may be to the agreed point at the Landfill Site in Moroni, provided however, the transportation and offloading by e) Corporation of the Rejected Waste shall be at the cost and expense of First Party. Moreover, if location of the Landfill Site is changed to outside Moroni at a later date and it results in increased transportation distance to Landfill Site from the Project Site, First Party will pay to Corporation as transportation charges a sum of money as per following formula:

Transportation charges by First Party= Increase in Transportation Distance * Waste to be transported * a mutually acceptable factor (incorporating cost of fuel, employee wages & vehicle usage)

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9. EXPANSION OF PROJECT

First Party expects that the quantity of MSW that is generated within the First Party Supply Area would increase by seven percent (7%) every year from the Date of Commissioning. The Parties agree that Corporation shall undertake reasonable efforts to enable the processing of the increased volume of garbage at the Plant. Corporation expects that the extra MSW expected to be supplied by First Party each year can be processed by the RDF Plant and the extra quantities of RDF that are so produced by it can be either stored or sold by Corporation in the form of pellets. Corporation expects that the RDF Plant can be used to process most of the extra MSW by increasing the number of operating hours of the RDF Plant. The Parties however, agree that the Power Plant can be designed to the optimum level only for the existing committed quantity of MSW. Notwithstanding anything to the contrary Corporation would ensure that the increased quantity of MSW during the Term of this Agreement would be accommodated by the Plant either by increase in working hours or by putting in place additional capacities at the sole cost and expense of Corporation. First Party shall not incur any liability in this respect.

10. BILLING AND PAYMENT

10.1. General

From the COD of the Project, First Party shall pay the Corporation the Weekly Tariff Payment, on or before the Due Date, comprising of Tariff for every Contract Year, determined in accordance with Article 4 and Schedule VII. All Tariff payments by First Party shall be in United States Dollars.

10.2. Delivery and content of Weekly Bills

a) The Corporation shall issue to First Party a Weekly Bill.

b) Each Weekly Bill and Provisional Bill shall include:

i. An account of the amount of MSW delivered by First Party to Corporation at project site for the relevant Week for Weekly Bill;

ii. The Corporation's computation of the Weekly Tariff Payment in accordance with Schedule VII; and

iii. Supporting data, documents and calculations in accordance with this Agreement.

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10.3. Payment of Weekly Bills

First Party shall pay the amount payable under Weekly Bill on the Due Date to such account of the Corporation by “Direct Deposit” or a) against a “Revolving Letter of Credit” issued by the First Party for the Benefit of the Corporation as described in clause 10.3 (c) (if Direct Deposit is not effected), in accordance with clause 10.4 below.

All payments made by the First Party shall be by appropriate order of priority:

i. towards Late Payment Surcharge, payable by the First Party, if any; ii. towards earlier unpaid Weekly Bill, if any, and iii. towards the then current Weekly Bill.

All payments required to be made under this Agreement shall only include any deduction or set off for deductions required by the Law; and amounts claimed by the First Party from the Corporation, through an invoice duly acknowledged by the Corporation, to be payable b) by the Corporation, and not disputed by the Corporation within thirty (30) days of receipt of the said invoice and such deduction or set-off shall be made to the extent of the amounts not disputed. It is clarified that the First Party shall be entitled to claim any set off or deduction under this Article, after expiry of the said thirty (30) day period.

Provided further, the maximum amounts that can be deducted or set-off by the First Party under this Article in a Contract Year shall not exceed twenty (20) percent of the weekly billing.

The Corporation shall open a bank account as designated by Lenders (the “Designated Account"), and shall not be refuted by First Party, for all Tariff Payments to be made by First Party to the Corporation, and notify First Party of the details of such account at least ninety (90) days before the dispatch of the first Weekly Bill by the First Party. First Party shall instruct their respective bankers to make c) all payments under this agreement to the Designated Account and shall notify the Corporation of such instructions on the same day. First Party shall also designate a bank for payments to be made by the Corporation (including Supplementary Bills) to First Party and notify the Corporation of the details of such account ninety (90) days before the COD of the Power Station.

In the event of delay in payment of a Weekly Bill by First Party beyond its Due Date weekly billing, a Late Payment Surcharge shall be d) payable by First Party to the Corporation at the rate of twenty-two (22) percent APR (“Annual Percentage Rate”), on the amount of outstanding payment, calculated on a day to day basis (and compounded with daily interest), for each day of the delay.

10.4. Payment Mechanism

a) Irrevocable Revolving Letter of Credit:

First Party shall provide to the Corporation, in respect of payment of its Weekly Bills, an unconditional, revolving and irrevocable letter of credit (Letter of Credit - RLC), opened and maintained by First Party, which may be drawn upon by the Corporation in accordance with Article 10. The First Party shall provide the Corporation draft of the Letter of Credit proposed, for final review and critiques, which shall adhere to the essence of these presences.

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Not later than three (3) Months following the signature of these presences, First Party shall, through its scheduled bank (reference clause 10.3 (c)), open a Letter of Credit in favour of the Corporation (Beneficiary), to be made operative from a date prior to the Due Date of its first Weekly Bill under this Agreement. The Irrevocable Revolving Letter of Credit shall have a term of twelve (12) Months, renewed every year for the duration of the term and renewal option thereof, and shall be replenished to its face value four (4) times per annum, for an amount:

for the first Contract Year, equal to one point five (1.5) times the estimated average yearly billing based on 100% of a face value i. representing the amount calculated by multiplying the Minimum MSW Guarantee by the amount of Days in a year (365 days) and then multiplied by the tipping fee of the year in question (refer to schedule VII), and

for each subsequent Contract Year, equal to the one point five (1.5) times the average of the Yearly Tariff Payments of the ii. previous Contract Year (refer to Schedule VII).

Minimum MSW Guarantee (TPD) x 365 days/year x y (Schedule VII) x 1.5 = LCR

Provided that the First Party has not effected a Direct Deposit to the Corporation’s designated account for payment of its weekly invoice, the Corporation shall draw upon such Irrevocable Revolving Letter of Credit immediately thereafter for the payment of the relevant Weekly Bill, as further elaborated in clause 10.4 (c).

Provided further that if at any time, such Irrevocable Revolving Letter of Credit amount falls short of the amount specified in Article 10.3 otherwise than by reason of drawal of such Letter of Credit by the Corporation, the First Party shall restore such shortfall within seven (7) days.

First Party shall cause the scheduled bank issuing the Irrevocable Revolving Letter of Credit to intimate the Corporation, in writing b) regarding establishing of such irrevocable Revolving Letter of Credit.

If First Party fails to pay a Weekly Bill or part thereof within and including the Due Date, then, subject to clause 10.3. (c), the Corporation may draw upon the Letter of Credit, and accordingly the bank shall pay without any reference or instructions from the First Party, an c) amount equal to such Weekly Bill or part thereof plus Late Payment Surcharge, if applicable, in accordance with clause 10.3 (d) above, by presenting to the scheduled bank issuing the Letter of Credit, the following documents:

i. a copy of the Weekly Bill which has remained unpaid by such First Party;

a certificate from the Corporation to the effect that the bill at item (i) above, or specified part thereof, is in accordance with the ii. Agreement and has remained unpaid beyond the Due Date; and

iii. Calculations of applicable Late Payment Surcharge, if any.

Further, on the occurrence of such an event as envisaged herein, the Corporation shall immediately inform the First Party of the said failure of the First Party to pay the Weekly Bill or part thereof and shall send regular updates to the First Party containing details of the amount claimed by the Corporation, as per the provisions of this Article and payments made by the First Party pursuant to such claim.

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For the avoidance of doubt it is clarified that the Corporation shall not be entitled to drawdown on the Letter of Credit for any failure of First Party to pay a Supplementary Bill.

First Party shall cause the scheduled bank issuing the Irrevocable Revolving Letter of Credit to intimate the Corporation, in writing d) regarding establishing of such irrevocable Revolving Letter of Credit.

First Party shall ensure that the Irrevocable Revolving letter of Credit shall be renewed not later than forty-five (45) days prior to its e) expiry.

f) All costs relating to opening and maintenance of the Letter of Credit shall be borne by the First Party.

Where necessary, the Irrevocable Revolving Letter of Credit may also be substituted by an unconditional and irrevocable bank guarantee g) or an equivalent financial instrument as mutually agreed by the First Party and the Corporation.

10.5. Disputed Bill

If a Party does not dispute a Weekly Bill, Provisional Bill or a Supplementary Bill raised by the other Party within thirty (30) days of a) receiving it, such bill shall be taken as conclusive.

If a Party disputes the amount payable under a Weekly Bill, Provisional Bill or a Supplementary Bill, as the case may be, that Party shall, b) within seven (7) days of receiving such bill, issue a notice (the "Bill Dispute Notice") to the invoicing Party setting out:

i. the details of the disputed amount;

ii. its estimate of what the correct amount should be, and

iii. all written material in support of its claim.

If the invoicing Party agrees to the claim raised in the Bill Dispute Notice issued pursuant to clause 10.5 (b), the invoicing Party shall levies such bill within seven (7) days of receiving such notice and if the disputing Party has already made the excess payment, refund to the c) disputing Party such excess amount within fifteen (15) days of receiving such notice. In such a case excess amount shall be refunded along with interest at the same rate as Late Payment Surcharge which shall be applied from the date on which such excess payment was made to the invoicing Party and up to and including the date on which such payment has been received.

If the invoicing Party does not agree to the claim raised in the Bill Dispute Notice issued pursuant to clause 10.5 (b), it shall, within fifteen d) (15) days of receiving the Bill Dispute Notice, furnish a notice to the disputing Party providing:

i. reasons for its disagreement;

ii. its estimate of what the correct amount should be; and

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iii. all written material in support of its counter-claim.

Upon receipt of notice of disagreement to the Bill Dispute Notice under clause 10.5 (b), authorized representative(s) or a director of the board e) of directors/member of board of each Party shall meet and make best endeavours to amicably resolve such dispute within fifteen (15) days of receiving such notice of disagreement to the Bill Dispute Notice.

If the Parties do not amicably resolve the Dispute within fifteen (15) days of receipt of notice of disagreement to the Bill Dispute Notice f) pursuant to clause 10.5 (b) the matter shall be referred to Dispute Resolution in accordance with Article 21.

In case of Disputed Bills, it shall be open to the aggrieved party to approach the Appropriate Commission for Dispute Resolution in accordance with Article 21 and also for interim orders protecting its interest including for orders for interim payment pending Dispute g) Resolution and the Parties shall be bound by the decision of the Appropriate Commission, including in regard to interest or Late Payment Surcharge, if any directed to be paid by the Appropriate Commission.

If a Dispute regarding a Weekly Bill, Provisional Bill or a Supplementary Bill is settled pursuant to clause 10.5 (e) or by Dispute resolution mechanism provided in this Agreement in favour of the Party that issues a Bill Dispute Notice, the other Party shall refund the amount, if any incorrectly charged and collected from the disputing Party or pay as required, within five (5) days of the Dispute either being amicably h) resolved by the Parties pursuant to clause 10.5 (e) or settled by Dispute resolution mechanism along with interest at the same rate as Late Payment Surcharge from the date on which such payment had been made to the invoicing Party or the date on which such payment was originally due, as may be applicable.

For the avoidance of doubt, it is clarified that despite a Dispute regarding an Invoice, the First Party shall, without prejudice to its right to Dispute, be under an obligation to make payment, of the lower of (a) an amount equal to simple average of last three (3) Weekly invoices i) (being the undisputed portion of such three Weeks invoices) and (b) Weekly Invoice which is being disputed, provided such Weekly Bill has been raised based on the REA and in accordance with this Agreement.

10.6. Quarterly and Annual Reconciliation

Parties acknowledge that all payments made against Weekly Bills, Provisional Bill and Supplementary Bills shall be subject to quarterly reconciliation at the beginning of the following quarter of each Contract Year and annual reconciliation at the end of each Contract Year to take into account Tariff Adjustment Payments, Late Payment Surcharge, or any other reasonable circumstance provided under this Agreement. The Parties, therefore, agree that as soon as all such data in respect of any quarter of a Contract Year or a full Contract Year as the case may be has been finally verified and adjusted, the Corporation and First Party shall jointly sign such reconciliation statement. Within fifteen (15) days of signing of a reconciliation statement, the Corporation or First Party, as the case may be, shall raise a Supplementary Bill for the Tariff Adjustment Payments for the relevant quarter/ Contract Year and shall make payment of such Supplementary Bill for the Tariff Adjustment Payments for the relevant quarter/Contract Year. Late Payment Surcharge shall be payable in such case from the date on which such payment had been made to the invoicing Party or the date on which any payment was originally due, as may be applicable. Any dispute with regard to the above reconciliation shall be dealt with in accordance with the provisions of Article 21.

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10.7. Payment of Supplementary Bill

a) Either Party may raise a bill on the other Party ("Supplementary Bill") for payment on account of:

Tariff Payment for change in parameters, pursuant to provisions in Schedule VII; or and such Bill shall be paid by the other Party

First Party shall remit all amounts due under a Supplementary Bill raised by the Corporation to the Corporation's Designated Account by the Due Date and notify the Corporation of such remittance on the same day. Similarly, the Corporation shall pay all amounts due b) under a Supplementary Bill raised by First Party by the Due Date to the First Party's designated bank account and notify the First Party of such payment on the same day.

In the event of delay in payment of a Supplementary Bill by either Party beyond its Due Date, a Late Payment Surcharge shall be payable c) at the same terms applicable to the Weekly Bill in clause 10.3 (d).

11 . NO OTHER PAYMENTS

First Party shall not be entitled to any compensation, fee, charges, reimbursements or payments whatsoever, for or in connection with the Concession and any other rights and benefits whatsoever granted by First Party to Corporation under this Agreement.

12. ADDITIONAL OBLIGATIONS OF CORPORATION

In addition to and without prejudice to the other obligations of Corporation specified in other provisions of this Agreement, Corporation shall also discharge the following additional obligations:

12.1. Development of Site

Corporation shall, after obtaining the Vacant Possession of the Site in accordance with the provisions of clause 2.9 above and subject to the other provisions of the Agreement (including but not limited to the satisfaction of the Conditions Precedent), commence development and improvement on the Site required to implement the Project and to construct the Project Facilities (refer to schedule XI and XII), including construction of internal roads at the Site, fencing, greenery etc. Corporation may use, free of any charge, any debris that may be available at the Site for constructing internal roads, as also the building / structures and infrastructure existing on the Site.

12.2. Financing and Implementation of the Project

Subject to Sub-clause (b) below, the Parties hereby agree that Corporation shall have the complete discretion to implement and finance the Project in the manner it deems fit. Without prejudice to the generality of the foregoing, Corporation shall have the right to implement the Project through one or more special purpose companies and induct or appoint any number of persons as contractors, a) operators, partners or investors, without any restriction or condition or requirement of prior approval of First Party. First Party hereby further agrees that Corporation may carry out any work relating to the Project either itself or through any suitable Person it may appoint, without the need to obtain any approval of First Party provided however, Corporation shall remain completely responsible to ensure that the Project Facilities comply with this Agreement;

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First Party confirms that Corporation has the full right and authority to borrow moneys or raise finances for the Project. Further, b) Corporation shall not have the right to create any charge over any Project Facilities or the land comprising the Site without the prior written approval of First Party.

12.3. Corporation Undertakings

Corporation undertakes:

that, subject to the provisions of this Agreement and First Party performing its obligations under this Agreement, it shall undertake a) to construct, erect, assemble, install and achieve mechanical completion of the Project Facilities in a manner so as to enable the mechanical completion of the entire Plant to be achieved within twenty-four (24) months from the Effective Date.

that it shall always ensure it has the due authorization and proper legal right to use the Technology it uses for the due operation of b) the Plant, and

that the Project Facilities shall be operated and maintained in accordance with this Agreement and that the Plant shall, upon completion and commissioning, subject to First Party complying with its obligations under this Agreement and the Operating Conditions for each Project Facility being satisfied, have the capacity of processing at least the Minimum MSW Quantity and c) a maximum capacity of processing the Maximum MSW Quantity. First Party hereby agrees that Corporation may carry out the operation and maintenance of the Plant (or any part thereof) by itself or through any suitable Person it may appoint provided however, Corporation shall remain completely responsible to ensure that the Project Facilities comply with this Agreement.

12.4. Adequate Organization

Corporation shall, through the Term have requisite organization and designate and appoint suitable officers/ representatives as it may deem appropriate for implementing the Project properly and for carrying out the purposes of this Agreement in accordance with the terms hereof.

12.5. Disposal of Residual Inter Matter

Corporation shall collect and transport the Residual Inert Matter from the Plant to the Landfill Site and dispose the Residual Inert Matter at the Landfill Site. All charges for handling and transportation of the Residual Inert Matter will be borne by Corporation.

12.6. Applicable Approvals

Corporation shall apply and procure all Applicable Approvals in respect of the construction, commissioning and operation of the Project Facilities provided however, any Applicable Approval that is to be obtained/granted by the First Party as per Schedule VIII, shall be obtained and/or granted by First Party upon the application for the same being made in accordance with applicable law by Corporation and First Party shall also provide such reasonable support and assistance that Corporation may require for obtaining any such approvals.

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12.7. Compliance With Applicable Laws and Environment Laws

Corporation shall construct, operate and maintain the Plant (and each of the Project Facilities) in accordance with Applicable Laws, including but not limited to all the applicable laws relating to protection and safeguard of the environment and the laws for preventing and monitoring pollution of environment, and obtain and maintain the Applicable Approvals required for the same.

12.8. Repair and Maintenance Work of the Plant

Corporation shall have the right to suspend receiving and processing of MSW, if required, for undertaking maintenance or repair of any of the Project Facilities. Corporation shall provide First Party of one (1) week advance notice of any repair and maintenance work of any of the Project Facilities that will result in the suspension of the operations of the Plant or a reduction in the capacity of the Plant to process the MSW being supplied by First Party.

The Parties hereby agree that, except for shut down due to Force Majeure, the maximum number of days that die Plant will be permitted to be shut down for repair and maintenance work in a calendar year, without attracting default provisions shall be limited to an aggregate of forty five (45) days.

12.9. No Breach of Obligations in Certain Circumstances

Corporation shall not be considered to be in breach of its obligations under this Agreement nor shall it incur or suffer any liability if and to the extent performance of any of its obligations under this Agreement is affected by or on account of any of the following:

a) Force Majeure Event, subject to the provision of clause 22.1, or

b) First Party Event of Default as under clause 17.1 (b), or

c) Compliance with the instructions of First Party or the directions of any government agency/competent authority, or

Closure of the Project Facilities or part thereof as permitted under this Agreement or otherwise with the approval of the First Party, d) or

Closure of the Landfill Site or any interference with the right of Corporation to dispose the Residual Inert Matter at the Landfill e) Site, or

f) Concession agreement with First Party.

12.10. Project Engineer and/ Project Manager of Corporation

Corporation shall within six (6) months from the date hereof, appoint a suitable person to act as the Project Engineer and/or a) Project manager for supervision and monitoring of the construction and operation of the Plant. The Project Engineer shall also be responsible for maintaining proper coordination and exchange of information with the First Party representative.

b) Corporation shall be fully entitled to remove and replace the Project Engineer, if so deemed expedient by Corporation.

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Corporation alone shall be responsible for payment of the salary and/or fees and other benefits, expenses payable to the Project c) Engineer and/or Project manager.

12.11. Processing of MSW

Corporation hereby assures First Party that, from the Date of Commissioning and subject to the provisions of this Agreement and delivery of the required MSW by First Party, the Plant shall be able to accept for processing a minimum of Four Thousand Nine Hundred (4,900) tons of First Party MSW per week ("Minimum Guaranteed Quantity"). At the end of each week, after the Date of Commissioning, Corporation shall submit a report to First Party providing the calculation of the quantity of First Party MSW that had been delivered by First Party and the quantity of MSW that had been accepted by the Plant during the relevant immediately preceding week.

12.12. Compliance to Environment Laws

Corporation undertakes to establish a fully equipped laboratory to monitor the quality of water, air, soil and impact of the project on the same.

12.13. Digitized Map of City

The Parties hereby agree that in order to monitor the growth of the municipality and its population in a viable and regular manner that would enable estimation of the growing requirements for management and disposal of MSW, Corporation shall maintain a digitized map of the municipality and update it at the end of each calendar year:

Corporation shall submit an annual report to the Board on its observations of the estimated growth of MSW generation over the preceding year based on the digital map that it maintains.

12.14. Web Site

Corporation shall maintain a web site that provides details of the plant and the processes that it operates in such reasonable detail as would enable awareness about the Plant operation to any person accessing the web site. Without prejudice to the generality of the foregoing, Corporation shall provide, on its website, details of the quantity of liquid, solid and gaseous Material discharged from the Plant and update the information as to these quantities weekly basis.

12.15. Implementation Plan

Corporation shall ensure that it undertakes the construction and commissioning of the Plant in accordance with the implementation plan annexed hereto as Schedule XII to this Agreement.

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13. ADDITIONAL OBLIGATIONS OF FIRST PARTY

Without prejudice and in addition to the other obligations of First Party specified in this Agreement, First Party shall have the following additional obligations to enable the due implementation of the Project by Corporation:

13.1. Disposal of Waste During Plant Shutdown

It is hereby agreed that such quantity of MSW that cannot be accepted by Corporation for processing in the Plant because of shut down of the Plant in accordance with clause 12.8 for repair and maintenance or upon the occurrence of Force Majeure Event, shall be disposed by First Party, at its own cost, directly at the Landfill Site or at such other location or in such other manner as may be deemed appropriate by First Party.

13.2. Applicable Approvals

First Party, shall facilitate Corporation in procuring all Applicable Approvals (refer Schedule VIII) and provide all co-ordination with various State and other concerned authorities and agencies and all other assistance and facilities (including for supply of utilities like water and electricity required during construction and maintenance of the Plant) as envisaged herein, free of any cost a) (except as otherwise expressly provided herein) as required and needed for the implementation of the Project and for the purposes of this Agreement. First Party shall, without prejudice to the generality of the foregoing, extend all required assistance to Corporation in gutting permission from any agencies/authorities to establish and maintain water and electricity and line as also distribution lines for RDF generated power and steam, on and through their land;

b) without prejudice to the generality of clause 13.2 (a) above, First Party shall:

recommend and forward to the relevant authority /ministry /Department, any application of Corporation to obtain any i. Applicable Approval;

co-ordinate the grant of the Applicable Approval with the relevant authority/ministry/department and assist Corporation in getting necessary clearances from the relevant authorities / ministry /departments, ensure that the building plans for the ii. Project Facilities at Site are duly and expeditiously approved by the concerned authorities of First Party (if applicable) under the Act / building by-laws / other relevant by-laws or regulations;

will engage, at the same time as these presences, in the full execution of the Land Lease Agreement (attached as Schedule iii. V), Supply of Treated Sewage/Effluent (STP) Agreement (attached as Schedule VI) and the Power Purchase Agreement (PPA) (separate referenced Agreement).

Nota Bene: It should however be noted that in case the Project is not granted one or more Approvals in spite of First Party providing all necessary support for obtaining same, it shall be considered and/or deemed as First Party’s Event of Default against the Corporation..

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13.3. Benefits to Project to Accrue Directly to Corporation

First Party hereby agrees that if there is any financial or tax benefits or otherwise in respect or on account of the Project (including but not limited to viability gap funding, grants, carbon credits, tax benefits, etc.), they shall accrue directly and exclusively to Corporation alone and not to First Party and First Party hereby undertakes that it shall not claim or file and application claiming such benefits to the prejudice of Corporation. First Party agrees to facilitate the grant or receipt of all such benefits by Corporation, whether on its own behalf or on behalf of First Party and for the purpose to give all needed recommendations, no-objections, authorizations etc. However, First Party shall not be liable to bear any cost on account of any and/or all benefits.

13.4. First Party Assistance in Enabling Financing

First Party hereby agrees that it shall enter into such agreements on mutually acceptable terms and conditions as may be reasonably required by the Lenders in order to enable the financing of the Project (Schedule X). First Party acknowledges that under the Financing Documents the Lenders may, in certain events, take over the Plant for management or for sale or provide for transfer of the Plant to another Person. First Party hereby agrees to enter into, and any direct agreement with the Lenders, as may be required by the Lenders to enable financing of the Project. First Party agrees, for the purposes of the Financing Documents, to intimate to the Lenders by such notice as required under the Financing Documents:

a) of the happening or likely happening of an Event of Default on the part of First Party or Corporation;

b) of the termination of this Agreement by First Party or by Corporation;

c) of the occurrence, continuance and cessation of any force majeure cause;

d) of any other breach or default on the part of Corporation under this Agreement,

It is hereby clarified that no financial obligations will be undertaken by First Party or be sought to be imposed on First Party in providing assistance under this clause 13.4.

13.5. First Party Liaison Officer

First Party shall, within fifteen (15) days from the date hereof, appoint one of its officers to act as (and herein also referred to) as First Party Liaison Officer to provide liaison and coordination with the Project Engineer in the implementation of the Project. The First Party officer who shall act as the First Party Liaison Officer can be changed by First Party from time to time and shall be notified in writing by First Party one week in advance to Corporation.

14. TAXES ON PROJECT FACILITIES

Having regard to the nature and importance of the Project aimed at reducing Environment pollution and being implemented in said discharge of the statutory liabilities and social responsibility of First Party, it is agreed that First Party shall support Corporation in seeking any exemptions from any Government Division/Ministry/Authority from levy, assessment and payment of taxes, levies, property tax, corporate income taxes, etc. in respect of the Project Facilities from the Effective Date until expiry of the Term, and assure same. The First Party will guarantee to the Corporation that the Corporation will be classified as a Special Purpose Vehicle (SPV) Corporation for the purpose of Income Tax impositions.

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15. COVENANT OF NON-INTERFERENCE

15.1. Non-Interference by First Party

First Party covenants with Corporation that First Party or any of its officers, employees or workmen shall not, at any time, during a) the Term of this Agreement interfere with or obstruct in the functioning, running and the overall management of the Project and in any matter in relation to or connected therewith, subject to the provisions of this Agreement.

First Party shall have no right, title or interest to the technology that would be used by Corporation in the development, operation and maintenance of the Project Facilities. First Party agrees that any technology that may be employed by Corporation in the b) development, operation and maintenance of the Project Facilities would be proprietary technology obtained under specific license(s) owned by the Corporation and First Party hereby undertakes that it shall not violate or cause a breach of the license arrangements of Corporation for appropriate technology.

15.2. Site Visits by First Party

First Party shall have the right to send its duly authorized representatives to visit the Site, during normal working hours after providing at least one day’s notice, provided however, the representatives of First Party shall not interfere with or prevent Corporation officials from discharging their functions and further the First Party representatives shall not cause the suspension of the operations of the Plant and will abide by the safety and other regulations (including but not limited to regulations limiting movement of personnel) put in place by Corporation at the Site.

16. INSURANCE

16.1. Corporation’s Obligation

Corporation shall at its cost and expense, obtain and maintain, during the Term, all such insurances (in addition to those mandated by Applicable Laws or required by the Lenders) as may be required by First Party and the Lenders in the joint names of Corporation and the First Party.

16.2. Insurance Proceeds

Subject to the provisions of the Financing Documents and unless otherwise provided herein, the proceeds of all insurance policies received shall be promptly applied by Corporation towards repair, renovation, restoration or re-instatement of the Project Facilities or any part thereof which may have been damaged or destroyed. Corporation may designate First Party and the Lenders as the loss payees under the insurance policies or assign the insurance policies in their favour as security for the financial assistance provided by them to the Project.

16.3. No Breach of Insurance Obligation

If during the Term, any risk which has been previously insured becomes un-insurable due to the fact that the insurers have ceased to insure such a risk and therefore insurance cannot be maintained / re-irritated in respect of such risk, Corporation shall not be deemed to be in breach of its obligations regarding insurance under this Agreement.

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17. EVENTS OF DEFAULT AND TERMINATION

17.1. Events of Default

Events of Default shall mean either Corporation Event of Default or First Party Event of Default or both as the context may admit or require:

a) Corporation Event of Default:

Any of the following events shall constitute an Event of Default by Corporation ("Corporation Event of Default") unless such event has occurred as a result of one or more reasons set out in Article 21: 36 Corporation has failed to achieve Date of Commissioning beyond three hundred and sixty-five (365) days of the expiry i. Commissioning Period;

Corporation is in Material Breach of any of its obligations under this Agreement and such breach, if capable of being remedied, ii. has not been remedied for more than sixty (60) days;

iii. A resolution for voluntary winding up has been passed by the shareholders of Corporation;

Any petition for winding up of Corporation has been admitted and liquidator or provisional liquidator has been appointed or Corporation has been ordered to be wound up by Court of competent jurisdiction, except for the purpose of amalgamation or iv. reconstruction, provided that, as part of such amalgamation or reconstruction and the amalgamated or reconstructed entity has unconditionally assumed all surviving obligations of Corporation under this Agreement.

b) First Party Event of Default:

Any of the following events shall constitute an event of default by First Party ("First Party Event of Default") when not caused by a Corporation Event of Default or Force Majeure Event:

i. First Party has failed to pay compensation to Corporation as per provisions of clause 4.2 and clause 6.2 for a period of 2 months;

First Party is in Material Breach of any of its obligations under this Agreement that are more specifically mentioned in clause ii. 6.6 and clauses 13.2, 13.4 and 15.1, and has failed to cure such breach within sixty (60) days of receipt of notice thereof issued by the Corporation;

iii. First Party has unlawfully repudiated this Agreement or otherwise expressed its intention not to be bound by this Agreement.

17.2. Termination due to Event of Default

a) Termination for Corporation Event of Default:

Without prejudice to any other right or remedy which First Party may have in respect thereof under this Agreement and subject to the existing rights of the Lenders (including the rights under clause 12.2 (b)), upon the occurrence of a Corporation Event of i. Default, First Party shall be entitled to terminate this Agreement in the manner as set out under clauses 17.2(a)(ii), 17.2(a)(iii), 17.2(c), 17.2(d) and 17.2(f);

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If First Party decides to terminate this Agreement pursuant to preceding Sub-clause (i), it shall in the first instance issue Preliminary Notice to Corporation. Within thirty (30) days of receipt of the Preliminary Notice, Corporation shall submit ii. to First Party in sufficient detail, the manner in which it proposes to cure the underlying Event of Default ("Corporation's proposal to Rectify"). In case of non-submission of Corporation's Proposal of Rectify within the said period of thirty (30) days. First Party shall be entitled to terminate this Agreement by issuing Termination Notice, if subsisting;

If the Corporation's Proposal to rectify is submitted within the period stipulate therefore, Corporation shall have further period of thirty (30) days to remedy / cure the underlying Event of Default. If, however Corporation fails to remedy/cure the underlying iii. Event of Default within such further period allowed First Party shall be entitled to terminate this Agreement, subject always to the provisions of clause 12.2, by issue of Termination Notice, if subsisting.

b) Termination for First Party Event of Default:

Without prejudice to any other right or remedy which Corporation may have in respect thereof under this Agreement and subject i. to the rights of the Lenders, upon the occurrence of First Party Event of Default, Corporation shall be entitled to terminate this Agreement by issuing Termination Notice;

If Corporation decides to terminate this Agreement pursuant to preceding Sub-clause (i) it shall in the first instance issue Preliminary Notice to First Party. Within thirty (30) days of receipt of Preliminary Notice. First Party shall forward to Corporation its proposal to remedy / cure the underlying Event of Default (the "First Party’s Proposal to Rectify"). In case ii. of non-submission of First Party Proposal to Rectify, within the period stipulated therefore, the Corporation shall be entitled to immediately terminate this Agreement by issuing Termination Notice and sell its Project facilities of the MSW to Energy Complex to the First Party, and the First Party will have to buy same within thirty (30) days, in accordance to the stipulations of 17.2(f)(i) or 17.2(f)(ii), depending on the situation.

If First Party Proposal to rectify is forwarded to the Corporation within the period stipulated thereof, First Party shall have further period of thirty (30) days to remedy / cure the Underlying Event of Default. If, however First Party fails to remedy/cure the underlying Event of Default within such further period allowed, the Corporation shall be entitled to immediately terminate iii. this Agreement by issuing Termination Notice and sell its Project facilities of the MSW to Energy Complex to the First Party, and the First Party will have to buy same within thirty (30) days, in accordance to the stipulations of 17.2(f)(i) or 17.2(f)(ii), depending on the situation.

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c) Termination Notice:

If a Party having become entitled to do so decides to terminate this Agreement pursuant to the preceding Sub-clause (a) or (b), it shall issue Termination Notice setting out;

i. in sufficient detail the underlying Event of Default;

ii. the Termination Date which shall be a date occurring not earlier than sixty (60) days from the date of Termination Notice;

iii. the estimated termination payment including the details of computation thereof; and

iv. any other relevant information

The Parties hereby agree that any Termination Notice shall also be sent to all Lenders by registered post/courier and a public notice of default of the Corporation/First Party in leading daily newspaper (of both English and French) of the city.

d) Obligation of Parties upon receipt of Termination Notice:

Following issue of Termination Notice by either Party, the Parties shall, subject to the provision of the Financing Documents and the rights of the Lenders provided therein, promptly take all such steps as may be necessary or required to ensure that;

until Termination the Parties shall, to the fullest extent possible, discharge their respective obligations so as to maintain the i. continued operation of the Project Facilities;

the Termination Payment, payable by First Party in accordance with the following sub-clause (f) if paid to Corporation on the ii. Termination Date, and

the Project Facilities will be sold to the First Party by Corporation and transferred back to First Party by Corporation on the iii. Termination Date, free from any encumbrances, with the exception of any Lender’s rights registered on the Project Facilities for financing reasons.

e) Withdrawal of Termination Notice:

Notwithstanding anything inconsistent contained in this Agreement, if the Party who has been served with the Termination Notice cures the underlying Event of Default to the satisfaction of the other Party at any time before the Termination occurs, the Termination Notice shall be withdrawn by the Party which had issued the same, provided that the Party in breach shall compensate the other Party for any direct costs / consequences occasioned by the Event of Default which caused the issue of Termination Notice.

f) Termination Payments:

Upon Termination of this Agreement on account of First Party Event of Default, Corporation shall be entitled to the following I. termination payments:

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if the Termination occurs prior to the COD, then First Party shall pay Corporation Termination Payment equivalent to i. the Development Costs incurred by Corporation and two hundred fifty percent (250%) as penalty costs.

ii. if the Termination occurs after COD, then First Party shall pay Corporation as Termination Payment, a sum equal to:

the total Development Cost of the Concept (Technology, Research, Development, etc…) and the Project a. Facility, plus

b. two hundred fifty percent (250%) of the Project Facility Development Cost subscribed in cash.

Upon Termination of this Agreement on account of Corporation Event of Default First Party shall be liable to buy from Corporation the Project facilities of the MSW to Energy Complex, in conformity to clauses 17.2(f)(i) or 17.2(f)(ii), and First Party shall be liable to ensure that the Lenders are duly notified of the Preliminary Termination Notice and the Termination Notice and are involved in the resolution of the Corporation Event of Default and are given due notice and opportunity to exercise their rights pursuant to the Financing Documents, clause 12.2 and Schedule X. In the event of an issuance of a Preliminary Termination Notice on account of Corporation Event of Default, and if the Corporation Event of Default is not cured and the Lenders fail to exercise or enforce or commence proceedings for the exercise or enforcement of their rights (including security rights and Step-in Rights) pursuant to the relevant Financing Documents and clauses 12.2 and 18.2, First Party shall have the right to Terminate this Agreement and take over the Project Facilities of the MSW to Energy Complex by paying the Termination Payments in conformity to clauses 17.2(f)(i) or 17.2(f)(ii), depending on the II. situation, assuming all obligations (debts/liabilities) to Lenders, whilst respecting the rights and interests of the Lenders and Corporation shall be obligated to transfer the Project Facilities of the MSW to Energy complex, together with the encumbrances created in favour of the Lenders under the Financing Agreements, in accordance with the provisions of clauses 12.2, 18.1 and 18.2 below provided; however, this shall not prejudice any right to receive payment from First Party that may have accrued to Corporation prior to the Termination. However, upon such Termination due to Corporation Event of Default and in case Lenders do not exercise their right to Substitute and decide to enforce security and encumbrances as per provisions of clauses 12.2, 18.1 and 18.2, the First Party shall intervene to negotiate and assume liability or pay all monetary obligations due to Lenders, and assume title of the Project Facilities, therefrom. Any amount remaining after satisfying Lenders dues shall be distributed to First Party, contingent same does not have any outstanding obligations to the Corporation, due to the First Party’s acquisition of BioCrude’s interest in the Project Facilities of the MSW-Energy complex.

17.3. Rights of First Party on Termination

Subject to the provisions of Article 17 or Article 19, upon Termination of this Agreement and after Corporation has received all the payments due from First Party under this Agreement, First Party shall have the power and authority to:

a) enter upon and take possession and control of the Project Facilities;

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b) prohibit Corporation and any person claiming through or under Corporation from entering upon / dealing with the Project Facilities.

17.4. Accrued Rights of Parties

Notwithstanding anything to the contrary contained in this Agreement, any termination of this Agreement shall be without prejudice to accrued rights of either Party including its right to claim and recover money damages and other rights and remedies which it may have in law or contract. The rights and obligations of either Party under this Agreement, including without limitation those relating to the Termination Payment, shall survive the Termination but only to the extent such survival is necessary for giving effect to such rights and obligations.

18. STEP IN RIGHTS

18.1. Lender’s Step In Right

The Parties agree that, notwithstanding anything to the contrary hereinabove contained, before First Party can terminate this Agreement for a Corporation Event of Default, it shall provide a copy of the Preliminary Notice to the Lenders of Corporation and the Lenders shall, in addition to any other rights and security rights that the Lenders may have under the Financing Documents, take over and change the management of Corporation and to take over the Plant, have the right to appoint a substitute entity to take over the Project Facilities and the implementation of the Project under this Agreement provided however, that the Lenders shall exercise this right or commence proceedings to exercise their rights, within a period of thirty (30) days from the receipt of Preliminary Notice. In the event the Lenders do not appoint a substitute entity, within a period of 3 months commencing from the expiry of 30 days from the receipt of Preliminary Notice, which may be extended for up to another Three (3) months by First Party at the request of the Lenders (Schedule X). In the event the Lenders are not in a position to identify and appoint a substitute entity within the aforesaid period of Three (3) months or any extension thereof, and First Party also does not proposes to take over the Plant, then the Lenders shall ensure that, then they enforce and satisfy their security charges and other Encumbrances (including but not limited to by auctioning the secured assets of the Plant excluding the land granted to Corporation by First Party) that they may have over the Plant and provide the Vacant Possession of the Site to the First Party, in accordance with Article 19 below.

First Party shall, in the event such a substitute entity is notified by the Lenders, not terminate this Agreement and will transfer this Agreement to such substitute entity and the substitute entity shall thereafter implement the Project provided however, the Lenders shall have no obligation to appoint a substitute entity and shall not in any manner be liable or responsible for the Corporation Event of Default.

18.2. Termination Subject to Lender’s Rights

First Party hereby agrees that its right to terminate this Agreement and obtain possession of the Project Facilities shall always be subject to the rights of the Lenders and any Encumbrances created in favor of the Lenders under the Financing Documents and any agreement entered into by First Party directly with the Lenders pursuant to clauses 13.4 and 18.2.

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19. TRANSFER AND HANDBACK OF PROJECT FACILITIES

Upon the completion and expiry of the Term of this Agreement or early Termination of this Agreement, Corporation shall, after receiving all payments due from First Party under this Agreement, either:

transfer, to First Party, the Plant (together with the Project Facilities) and the Site, in a condition as may be mutually agreed to between a) the Parties, together with the right, title and interest of Corporation;

in the event First Party does not want to take over the Plant, Corporation (or the Lenders, as the case may be) shall hand back Vacant b) Possession of the Site, free from all physical structures of the Plant, to First Party, without any additional compensation whatsoever.

In order to enable Corporation (or the Lenders, as the case may be) to deliver Vacant Possession of the Site free from all physical structures of the Plant, an additional period of six (6) months from the expiry or early termination of the Term of this Agreement shall be provided.

It is to be noted that on expiry of the Term of this Agreement, if First Party wants the Plant, then the Payments to be made by First Party to Corporation will be equal to "Market Value" of the Project facilities. In any case, before Handback of Project facilities, Corporation will execute all such documents and writings as required for transfer of Project to First Party provided however, in the event of early termination, if First Party wants the Plant, then the transfer of the Plant (including the Project Facilities) shall occur together with any Encumbrances created in favour of the Lenders under the relevant Financing Documents. Corporation will also execute all such documents and writings as required in that behalf. Corporation will also transfer / endorse all licenses, permissions, permits or consents then existing in respect of the Project Facilities to First Party or issue the necessary no objections in that regard or surrender such licenses, permissions etc. in favour of First Party.

For the sake of clarity, upon handback of Project by Corporation to First Party, the employees of Corporation remain to be employees of Corporation only. First Party shall not be responsible for taking over the management and control of Corporation and any acts and deeds of Corporation in relation to the Project or otherwise.

In the event First Party is taking over the Plant instead of insisting of delivery of Vacant Possession of the Site, it will, if necessary, have to enter into suitable agreements with the owners of the technology being used in the Project Facilities for directly obtaining any necessary license and right on non-exclusive and non -transferable basis, to continue to use the relevant technology only for the purposes of operation and maintenance of the Plant.

For the purpose of this Article 19, "Book Value" is the value net of depreciation computed on straight-line basis as per the rates specified in under “GAAP” or “IFRS” (“Generally Accepted Accounting Principles”, or “International Financial Reporting Standards”, respectively).

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20. LIMITATION OF LIABILITY

First Party shall not be directly or indirectly liable for any claims, liability, costs, expenses, damages and losses that may be sought a) by any third party in relation to any default in the operation and maintenance of the Project Facilities and Corporation shall maintain suitable insurance against potential third party liability arising in relation to the operation and maintenance of the Plant.

First Party hereby agrees that Corporation shall not have any liability (monetary or otherwise) for Corporation Event of Default other b) than the obligation to transfer the Project Facilities to First Party in accordance with the provisions of this Agreement, in the event of termination.

First Party hereby agrees that it is the owner of the lands constituting the Site and further that First Party desires the construction, operation and maintenance of the Project Facilities and the Plant thereon for the purposes of enabling the management, storage, processing and disposal of Municipal Waste. Consequently, First Party hereby agrees to indemnify and hold Corporation harmless c) against any claims, liability, costs, expenses, damages and losses that Corporation may incur as a result of any claim, litigation, action instituted by any third party against the use of the Site for the purposes of the development, construction, operation and maintenance of any one or more of the Project Facilities or the Plant.

21. GOVERNING LAW AND DISPUTE RESOLUTION (ARBITRATION)

21.1Governing Law

This Agreement shall be governed by and construed in accordance with the Laws of Canada.

21.2Amicable Settlement

Either Party is entitled to raise any claim, dispute or difference of whatever nature arising under, out of or in connection with this Agreement 21.2.1 including its existence or validity or termination (collectively "Dispute") by giving a written notice to the other Party, which shall contain:

i. a description of the Dispute;

ii. the grounds for such Dispute; and

iii. all written material in support of its claim.

21.2.2 The other Party shall, within thirty (30) days of issue of dispute notice issued under clause 21.2.1, furnish:

i. counter-claim and defenses, if any, regarding the Dispute; and

ii. all written material in support of its defenses and counter-claim.

Within thirty (30) days of issue of notice by any Party pursuant to clause 21.2.1 or clause 21.2.2, both the Parties to the Dispute shall meet to 21.2.3 settle such Dispute amicably. If the Parties fail to resolve the Dispute amicably within thirty (30) days of receipt of the notice referred to in the preceding sentence, the Dispute shall be referred to Dispute Resolution in accordance with clause 21.3.

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21.3Dispute Resolution

For all disputes that arise, the Disputes will be resolved by arbitration, and will respect the rules, regulations and procedures thereto. The 21.3.1 Disputes shall be resolved by arbitration under the Canadian Arbitration and Conciliation Act and its by-laws. Herein under is the procedure to be followed:

The place of arbitration shall be Canada. The language of the arbitration shall be English, with official translation services in Grande ii. Comore, Union of the Comoros.

The arbitration tribunal's award shall be substantiated in writing. The arbitration tribunal shall also decide on the costs of the arbitration iii. proceedings and the allocation thereof.

21.4Parties to Perform Obligations

Notwithstanding the existence of any Dispute and difference referred to the Appropriate Commission or the arbitral tribunal as provided in clause 21.3 and save as the Appropriate Commission or the arbitral tribunal may otherwise direct by a final or interim order, the Parties hereto shall continue to perform their respective obligations (which are not in dispute) under this Agreement.

22. FORCE MAJEURE AND CHANGE IN LAW

22.1. Force Majeure Event

Any event lying beyond the reasonable control of a Party and not brought about at the instance of the Party claiming to be affected by such event ("Affected Party") which the Affected Party could not prevent or overcome despite having exercised due care and diligence and which results in a Material Adverse Effect shall constitute a Force Majeure Event. Such events include any or all of Non Political Event, Indirect Political Event and/or Political Event as defined below, provided they fulfill the requirements stated in the preceding sentence, shall include, but not be limited to the following:

a) earthquake, flood, inundation and landslide;

b) storm, tempest, hurricane, cyclone, lightning, thunder or other extreme atmosphere disturbances;

c) fire caused by reasons not attributable to the Affected Party or its management;

d) acts of terrorism;

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e) strikes, labour disruptions or any other industrial disturbances not arising on account of the acts or omissions of the Affected Party;

f) break down of the Plant or any part thereof;

g) action of a Government Agency having Material Adverse Effect including by not limited to:

acts of expropriation, compulsory acquisition or takeover by any Government Agency of the Project / Project Facilities or any i. part thereof or of Corporation's rights in relation to the Project;

any judgment or order of a court of competent jurisdiction made against Corporation or any contractor appointed by ii. Corporation for the purposes of the Project, in any proceedings which is non-collusive and duly prosecuted by Corporation.

any unlawful, unauthorized or without jurisdiction refusal to issue or to renew or the revocation of any Applicable Approvals, in each case, for reasons other than Corporation's or any of its contractor's breach or failure in complying with the, Applicable iii. Laws, Applicable Approvals, any judgment or order of a Governmental Agency or of any contract by which Corporation or its contractor as the case may be is bound.

War, hostilities (whether declared or not) invasion act of foreign enemy, rebellion, riots, weapon conflict or military actions, civil war, ionizing radiation, contamination by radioactivity, any nuclear waste, radioactive toxic explosion, and volcanic eruptions, amongst other reasons.

Provided that First Party's inability to supply MSW wholly or in part from the aforementioned First Party Supply Area shall not constitute a Force Majeure Event.

22.2. Notice of Force Majeure Event

A soon as practicable and in any case within 7 days of the date of occurrence of a Force Majeure Event or the date of knowledge thereof, a) the Affected Party shall notify the other Party and also the Project Engineer and the First Party representative of the same setting out, inter alia, the following in reasonable detail:

i. the nature and extent of the Force Majeure Event;

ii. the estimated duration of the Force Majeure Event;

the nature of and the extent to which, performance or any of its obligations under this Agreement is affected by the Force iii. Majeure Event;

the measures which the Affected Party has taken or proposes to take to alleviate / mitigate the impact of the Force Majeure iv. Event and to resume performances of such of its obligations affected thereby; and

any other relevant information concerning the Force Majeure Event, and / or the rights and obligations of the Parties under this v. Agreement.

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As soon as practicable and in any case within 5 days of notification by the Affected Party in accordance with the preceding sub-clause b) (a), the Parties shall along with the Project Engineer and the First Party representative meet, hold discussions in good faith and where necessary conduct physical inspection / survey of the Project Facilities in order to:

i. assess the impact of the underlying Force Majeure Event;

ii. to determine the likely duration of Force Majeure Period and

to formulate damage mitigation measures and steps to be undertaken by the Parties for resumption of obligations the iii. performance of which shall have been affected by the underlying Force Majeure Event.

The Affected Party shall during the Force Majeure Period provide to the other Party and the Project engineer/ First Party representative c) regular (not less than weekly) reports concerning the matters set out in the preceding sub-clause (b) as also any information, details or document, which the other Party may reasonably require.

22.3. Performance of Obligations

If the Affected Party is rendered wholly or partially unable to perform any of its obligations under this Agreement because of a Force Majeure Event, it shall be excused from performance of such obligation to the extent it is unable to perform the same on account of such Force Majeure Event provided that:

a) due notice of the Force Majeure Event has been given as required by the preceding clause 22.1;

b) the excuse from performance shall be of no greater scope and of no longer duration than is necessitated by the Force Majeure Event;

the Affected Party has taken all reasonable efforts to avoid, prevent, mitigate and limit damage, if any, cause or is likely to be caused to c) the Project Facilities as a result of the Force Majeure Event and to restore the Project Facilities as a result of the Force Majeure Event and to restore the Project Facilities, in accordance with the Good Industry Practice and its relative obligations under this Agreement;

when the Affected Party is able to resume performance of its obligations under this Agreement, it shall give to the other Party and the d) Project engineer and First Party representative written notice to that effect and shall promptly resume performance of its obligations hereunder the non-issue of such notice being no excuse for any delay for resuming such performance;

the Affected Party shall continue to perform such of its obligations which are not affected by the Force Majeure Event and which are e) capable of being performed in accordance with the Agreement;

any insurance proceeds received shall be, subject to the provisions of Financing Documents, entirely applied to repair, replace or restore f) the assets damaged on account of the Force Majeure Event or in accordance with Good Industry Practice.

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22.4. Termination due to Force Majeure Event

a) Termination

If a Force Majeure Event, excluding events described under clauses 22.1 (g), continues or is in the reasonable judgment of the Parties likely to continue beyond a period of One Hundred and Twenty (120) days, the Parties may mutually decide to terminate this Agreement or continue this Agreement on mutually agreed revised terms. If the Parties are unable to reach an agreement in this regard, the Corporation shall, after the expiry of the said period of One Hundred and Twenty (120) days, be entitled to terminate this Agreement.

b) Termination Notice

If Corporation having entitled to do so, decides to terminate this Agreement pursuant to the preceding sub-clause 22.4 (a), it shall issue Termination Notice setting out:

i. in sufficient detail the underlying Force Majeure Event;

ii. the Termination Date which shall be a date occurring not earlier than seven (7) days from the date of Termination Notice;

iii. any other relevant information

a. Obligation of Parties

Following issue of Termination Notice by the Corporation, the Parties shall promptly take all such steps as may be necessary or required to ensure that;

the Payment, if any, payable by First Party in accordance with the terms of this Agreement paid to Corporation i. on the Termination Date and

Corporation receives the Insurance proceeds in accordance with the following clause (d) on or before the ii. Termination Date and

The Project Facilities are handed over to First Party by Corporation on the Termination Date free from all iii. Encumbrances in accordance with provisions of the Article 19, to the extent applicable, respecting the rights and interests of the lenders of the project.

b. Termination Payment

Upon Termination of this Agreement due to a Force Majeure Event, First Party shall not be liable to pay to any Termination Payments to Corporation, unless the insurance company refuses to make payment of claim.

22.5. Change in Law following signature of this contract

Following the signature of these presences, the First Party cannot modify, nor eliminate, nor adopt any law or by-law that can affect or a) nullify this contract in whole or in part.

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The First Party is a party of this contract and is also the legislator of law in the country and formally declares that no law, by-law will be b) adopted or eliminated, that will affect this contract, in whole or in part, for the term of thirty (30) years, and for the option of renewal.

23. JURISDICTION

Subject to Article 21, only the courts in Ontario, Canada shall have jurisdiction to try all disputes and matters arising out of an under this Agreement, after reference to arbitration.

24. NO WAIVER OF RIGHTS AND CLAIMS

Any forbearance, toleration or delay in invoking any of the rights or claims accruing in favour of any party under the terms of this Agreement shown or made by such a party in whose favour such rights or claims might have vested by virtue of this Agreement shall neither constitute nor be construed to be a waiver of such rights or claims accruing in respect of such a Party.

25. SCHEDULES AND ANNEXURES

All schedules and annexures and other explanatory details attached to this Agreement shall be deemed to be a part of this Agreement.

26. SUPERCESSION OF EARLIER AGREEMENTS

This Agreement represents the entire Agreement between First Party and Corporation and all agreements, correspondence, notes or any other document submitted or understandings made or reached by and between the parties inter se in respect of the subject matter of these presents prior to the date hereof shall be deemed to have been superseded and revoked on the execution of this Agreement.

27. NOTICES

Unless otherwise stated, notices to be given under this Agreement including but not limited to a notice of waiver of Term, breach of any term of this Agreement and termination of this Agreement, shall be in writing and shall be given by hand delivery/ recognized international courier, mail, telex or facsimile and delivered or transmitted to the parties at their respective addresses set forth below:

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Name, Address, Tel. & Fax of First Party:

Gouvernorat de l’Île Autonome de la Grande Comore Route de Moroni- Itsandra Moroni, Île Autonome de la Grande Comore, Union des Comores

(Attn: The Honourable HASSANI Hamadi, Governor and/or Mr. Mohamed Abdou MLANAO, Commissaire à l’Environnement, à l’Urbanisme, au Développement Durable et à l’Énergie, à l’Emploi, à l’Entreprenariat et à la Solidarité and/or Mr. Moustapha Chamssoudine DADA, Mayor of Moroni)

Tel: +269 773 13 64; +269 773 84 77; +269 764 44 77 Fax: Email: [email protected] Website: http://www.gouvernorat-ngazidja.com

Name, Address, Tel. & Fax of Second Party (Corporation):

BioCrude Technologies, INC. 1255 Phillips Square, Suite 605 Montreal, Quebec, Canada H3B 3G5 (Att: Mr. John Moukas, Chairman/CEO)

Tel: (877) 878-1268 Fax: (877) 778-1568 Email: [email protected] Website: http://www.biocrudetech.com

All notices under this Agreement shall be in English or French.

28. LEGAL CHARGES

The prescribed legal charges for execution of this Agreement and such other agreements as are contemplated hereinabove shall be borne by Corporation.

29. COUNTERPARTS

This Agreement may be executed in six (6) counterparts, each of which when executed and delivered shall constitute an original of this Agreement but shall together constitute one and only one Agreement.

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30. ASSIGNMENT & CHARGES

30.1Assignments

This Agreement shall be binding upon, and inure to the benefit of the Parties and their respective successors and permitted assigns. The Corporation can assign (sell/transfer) this agreement to any affiliate, holding, third party or Lenders by simply notifying Assignor of same. This Agreement and the other Project Documents shall continue to remain valid and binding on such successor of assignment (sell/transfer).

For further clarity and notwithstanding anything contained above in this clause, the Corporation shall not require any prior approval of the First Party for assigning its rights and obligations under this Agreement.

30.2Permitted Charges

30.2.1 Notwithstanding anything contained in clause 30.1, the Corporation shall not require any prior approval of the First Party for creating any encumbrance, right, title, or interest over all or part of the receivables, Payment Mechanism or the Project Facilities and/or the other assets of the Project and/or the Project Documents in favour of the Lenders or the Lender's Representative on their behalf, only for the purposes of carrying out the obligations under this Agreement, as security for:

a) amounts payable under the Financing Agreements; and

b) any other amounts agreed by the Parties,

30.2.2 clause 30.1 does not apply to:

liens arising by operation of law (or by an agreement evidencing the same) in the ordinary course of the Corporation carrying out the a) Project;

pledges of goods, the related documents of title and / or other related documents, arising or created in the ordinary course of the b) Corporation carrying out the Project; or

security arising out of retention of title provisions in relation to goods acquired in the ordinary course of the Corporation carrying out c) the Project.

31. NO PARTNERSHIP

Nothing herein contained shall be construed to constitute a partnership between First Party and Corporation, or to constitute either party as the agent of the other and neither party shall hold itself out as such.

32. SEVERABILITY

If any provision of this Agreement shall be declared illegal, void or unenforceable, the same shall not affect the other provisions herein which shall be considered severable from such provision and shall remain in full force and effect.

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33. REPRESENTATION AND WARRANTIES

33.1.Representation and Warranties of First Party (Schedule IX)

33.2.Representation and Warranties of Corporation (Schedule IX)

33.3.General Continuing Guaranty

33.3.1 Guaranty of Obligations

Guarantor unconditionally, absolutely and irrevocably guarantees and promises to pay to Corporation, on order or demand, in lawful money of American (US) dollars, any and all indebtedness and obligations of First Party to Corporation and the payment to Corporation of all sums which may be presently due and owing to Corporation from First Party under this Agreement, and by extension, the renewal option. The terms indebtedness and obligations are (hereinafter collectively referred to as the Obligations) used herein in their most comprehensive sense and include any and all advances, debts, obligations and liabilities of First Party, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, and however arising whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether First Party may be liable individually or jointly with others, whether recovery upon such indebtedness may be or hereafter becomes barred by any statute of limitations or whether such indebtedness may be or hereafter becomes otherwise unenforceable, and includes Corporation’s prompt, full and faithful performance regarding the execution of these presences. The Guarantor will allow the Corporation to seize and sell its assets (including marketable commodities) up to amount of the monetized default (monies owed), in the case that the Guarantor does not have the capacity to execute payment of its defaulted obligations.

33.3.2 Continuing Guaranty

This General Continuing Guaranty is a continuing guaranty which shall remain effective until this Guaranty has been expressly terminated and relates to any obligations including those which arise under successive transactions which shall either continue the Obligations from time to time or renew them after they have been satisfied. Any such termination shall be applicable only after written notice to Corporation, and only to transactions having their inception prior to such date. No termination shall be effective until such time as First Party is no longer committed or otherwise obligated to make any payment to Corporation. In the absence of any termination of this Guaranty, Guarantor agrees that nothing shall discharge or satisfy its obligations created hereunder except for the regular full payments till the termination of these presences.

33.3.3 Rights are Independent

Guarantor agrees that it is directly and primarily liable to Corporation, that the obligations hereunder are independent of the obligations of First Party and that a separate action or actions may be brought and prosecuted against Guarantor, whether action is brought against First Party or whether Corporation is joined in any such action or actions. Guarantor agrees that any releases which may be given by First Party to Corporation or any other guarantor or endorser shall not release it from this Guaranty.

33.3.4 Default

In the event that any bankruptcy, insolvency, receivership or similar proceeding is instituted by or against Guarantor and/or the First Party or in the event that either the Guarantor or Corporation become insolvent, make an assignment for the benefit of creditors or attempt to effect a composition with creditors, or if there be any default under the Agreement (whether declared or not), then, at First Party election, without notice or demand, the Obligations of Guarantor created hereunder shall become due, payable and enforceable against Guarantor whether or not the Obligations are then due and payable.

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33.3.5 Indemnification

Guarantor agrees to indemnify Corporation and hold Corporation harmless against all obligations, demands and liabilities, by whomsoever asserted and against all losses in any way suffered, incurred or paid by First Party as a result of or in any way arising out of, following or consequential to transactions with First Party whether under the Agreement, or otherwise, and also agrees that this Guaranty shall not be impaired by any modification, supplement, extension or amendment of any contract or agreement to which First Party and Corporation may hereafter agree, nor by any modification, release or other alteration of any of the Obligations hereby guaranteed or of any security therefore, nor by any agreements or arrangements whatever with First Party or anyone else.

33.3.6 Waiver of Defenses

Guarantor hereby waives any right to assert against Corporation as a defense, counterclaim, setoff on cross claim, any defense (legal or equitable), setoff, counterclaim and claim which Guarantor may now or at any time hereafter have against Corporation and any other party liable to First Party in any way or manner.

Guarantor hereby waives any defense arising by reason of any claim or defense based upon an election of remedies by First Party, which, in any manner impairs, affects, reduces, releases, destroys or extinguishes Guarantors subrogation rights, rights to proceed against First Party for reimbursement, or any other rights of the Guarantor or against any other person or security, including, but not limited to, any defense based upon an election of remedies by First Party under the provisions of applicable law. Guarantor waives all presentments, demands for performance, notices of nonperformance, protests, notices of protests, notice of dishonor, notices of default, notice of acceptance of this Guaranty, and notices of the existence, creating or incurring of new or additional indebtedness, and all other notices or formalities to which Guarantor may be entitled.

33.3.7 Waiver of Jury Trial

Guarantor waives any right to a jury trial in any action hereunder or arising out of First Party transactions with Corporation.

If a Dispute arises out of or in connection with any claims regarding the current article, such Dispute shall be resolved by arbitration, as defined hereinabove in Article 21. In the event of such Dispute remaining unresolved, any party to such Dispute may refer the matter to registrar under the Rules of the Canadian Council of Arbitration.

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33.3.8 Waiver of Rights of Subrogation

The Guarantor shall have no right of subrogation, reimbursement, exoneration, contribution or any other rights that would result in the Guarantor being deemed a creditor of First Party under Bankruptcy Code/law or any other law or for any other purpose and the Guarantor hereby irrevocably waives all such rights, the right to assert any such rights and any right to enforce any remedy which Guarantor may now or hereafter have against First Party and hereby irrevocably waives any benefit of and any right to participate in, any security now or hereafter held by First Party, whether any of the foregoing rights arise in equity, at law or by contract.

33.3.9 Financial Condition of First Party

Guarantor is presently informed of the financial condition of the First Party and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will continue to keep itself informed of First Party financial condition and of all other circumstances, which bear upon the risk of nonpayment. Absent a written request for such information by the Guarantor to First Party, Guarantor hereby waives its right, if any, to require, and First Party is relieved of any obligation or duty to disclose to Guarantor any information which First Party may now or hereafter acquire concerning such condition or circumstances.

33.3.10 Termination

The Guarantor obligation under this Guaranty shall continue in full force and effect until First Party Obligations are fully paid, performed and discharged and Corporation gives the Guarantor written notice of that fact. First Party Obligations shall not be considered fully paid, performed and discharged unless and until all payments by First Party to Corporation are no longer subject to any right on the part of any person whomsoever; including but not limited to Corporation, or any trustee or receiver in bankruptcy, to set aside such payments or seek to recoup the amount of such payments, or any part thereof. The foregoing shall include, by way of example and not by way of limitation, all rights to recover preferences voidable under the provisions of law, established herein. In the event that any such payments by First Party to Corporation are set aside after the making thereof, in whole or in part, or settled without litigation, to the extent of such settlement, all of which is within First Party discretion, Guarantor shall be liable for the full amount First Party is required to repay plus costs, interest, attorneys’ fees and any and all expenses which Corporation paid or incurred in connection therewith.

33.3.11 Successors and Assigns

This Guaranty shall be binding upon the successors and assigns of the Guarantor and shall inure to the benefit of Corporation successors and assigns.

33.3.12 Modifications

This Guaranty cannot be modified orally. No modification of this Guaranty shall be effective for any purpose unless it is in writing and executed by an officer of Corporation authorized to do so. All prior agreements, understandings, representations and negotiations; if any, are merged into this Guaranty.

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Map 1: Location of the site Ndadji Leni-Itzoundsou

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Photos: Rugged Terrain and landscape of the site Ndadjilani Itsoundzou

Photos: Soil definitions and landscape of the site Ndadjilani-Itsoundzou

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Photos: vegetation on the site of Ndadjileni-Itsoundzou

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Map 2: Site Map (defined) of Ndadjileni-Itzounsou

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Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document MSW, Land & Treated Sewage Effluent Concession Agreements 60 SCHEDULE II Specificities and Issues of Interest concerning the Site

The socio-demographic characteristics:

Map 3: Cities and demography in the project's zone of influence

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There are no villages or dwellings within the vicinity of the site. At present, human demographics within or in the site's immediate space environment is non-existent, but issues regarding demographics throughout its area of influence or the geographical influence can be addressed concerning waste management in the Ndadjileni site.

This influence has been studied and well defined by the administrative bodies of the prefectures of Moroni-Bambao, Itsandra-Hamanvou, Oichili-Dimani. Table 1 shows population metrics by prefecture depicting that with high population growth, an overproduction of waste is generated which will necessitate an even more pressing need to find an ecologically sustainable management solution for same.

Map 3 refers to all of the population (and density) of municipalities, spread over the spatial extent of the encompassing prefectures/localities. The most populated localities that are in the project's zone of influence are Koimbani, Batsa, ntsoudjini, Itsandra, salimani, Tsidjè and Moroni. When one considers that the entire space of the island could use the site, it can be noted on (Map 3) that the most populated cities to provide more waste after Moroni would be Iconi, M'Dé, Ounkazi and Mvouni, amongst other distant Areas.

The site granted to BioCrude Technologies, Inc. by the Governmental Authorities of the Autonomous Island of Grande Comore was donated by owners of private land

Le domaine identifié ici appartient à des propriétaires terrains privés ressortissant des villages riverains. Ainsi, pour le cas de Ndadjileni, ce refus de la population sur l’occupation du site semble ne pas pouvoir se poser (en vertu de la maxime populaire « pas dans ma cour ») puisque qu’il a été concédé par la population elle-même (les propriétaires) au Gouvernement. Un acte de donation a été établi (voir annexe) et il s’avère urgent qu’il soit finalisé, que le site soit sécurisé foncièrement selon les lois comoriennes.

Physical and biophysical conditions

Parameters Summer austral Winter austral Periods November - April May - October Average Temperature 24°C - 28°C 23°C - 27°C Wind Wind Monsoon N/NW Wind SE Rainfall Important Minimal Humidity High Low

Tableau 1: Climatic Characteristics in Comoros (Source: General Planning Commission)

Comoros belongs to the humid tropical zone under oceanic influence characterized by two main seasons: a hot rainy season covered by the northwest monsoon from November to April and a cool dry season dominated by trade winds from the southeast from May to October. During the year, the daily temperature variations are low. During the austral summer, they vary between 24 and 28°C and in winter between 23 and 27°C. This is because the sea, unlike the continent, enacts a slow inertia temperature control role on the coast.

Rainfall is one of the most important parameters of the Comoros climate and also the essential factor of the hydrological regime of the region. This parameter is very variable in time and in space. With an abundant rainfall, the average annual rainfall varies between 1,400 and 5,900 mm (dependent upon surface characteristics exposure and altitude) and is concentrated within a few months of the year. Three areas in the Comoros stand out in particular we notice the contrasts between rainfall, front and down winds, and depending on altitude:

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- Southwest of “Karthala”, an average rainfall of 3,000 mm in the wet season and 2,600 mm in the dry season; - The southeast, an average rainfall of 1,100 mm in the wet season and 250 mm in the dry season; - On the heights of “La Grille” (North Island), an average rainfall of 1 900 mm in the wet season and 700 mm in the dry season.

The annual average humidity is around 85%, plus or minus 5%.

The prevailing winds in the area blow from the north and northwest, i.e. from the coast to the interior, with a force of up to 26 meters/second. The time of year where winds are the strongest lasts from November to April.

It is important to describe the meteorological factors in the zone of interest. These factors strongly affect the dispersion of pollutants in the atmosphere. The lack of wind promotes pollution; wind direction determines the directional propagation of same. The atmospheric stability is related to the vertical gradient of the temperature and the high humidity and precipitation result in dilution of these particles (pollutants) within the soil.

Geology and regional circumstances (volcano-tectonic)

The island of Grande Comore is practically covered, for the most part, with volcanic material, namely Quaternary (Map 2). They are made in all of compacted rock or by blackish gray or gray iron vacuoles, or basalts. The most characteristic formations are cast slag and slabs, thin layers of volcanic projections and adventitious cone projections. This is the case of the massif of “La Grille” and the Massif of “Karthala”. The massive of “Mbadjini” (Miocene), located in extreme south, as well as the terrain are highly altered via weathering conditions into ferrallitic and clay soils.

The massif of “La Grille” in the north is connected to “Kartala” by the plateau of “Diboini” with an average altitude of 500-600m (and at some points with altitudes of 1,087m). It is marked by the presence of a dome (top) surrounded by a multitude number of smaller cones.

All volcanic flows coming from the slopes of “Karthala”, “La Grille” and adventitious volcanoes submerged to form small coastal plains. These small coastal plains, which stretch for approximately two kilometers at the south of Moroni, have basalt formations. These basalts, most probably developed on top of coral reefs. In the east, at the slopes of “Karthala”, the coastal plain formations extend and plunge almost directly into the sea and are approximately a few hundred meters wide.

Lithographic analysis of casts, cut within deep bored holes/wells, consistently show repetitive, well defined layered successions, from top to bottom, with the following characteristics:

Ø Basalt pebble floors marking an ancient topographic surface, Ø highly permeable and highly porous surface slag castings, Ø Compacted, cracked, or less permeable and less porous than the slag basalts.

It should also be noted that almost all of Grande Comore is affected by a double fracture system in the Nord -West / South-East and North-South directions. Around the “Kartala” area, there is a multitude number of rotationally symmetrical fault zones, with, most probably, the source being from calderas (volcanic craters), which are oriented in North-North West and South-South East directions.

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Map 4: Volcano and well locations on the island of Njazidja

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Map 5: Volcano tectonic locations of the Ndadjileni-Itsoundzou site

Located in the plateau of “Diboini” (Map 4), the site area is marked by the presence of numerous volcanic cones and flows from “Karthala”, “La Grille” and adventitious volcanoes. The area is practically all covered with volcanic materials consisting of quaternary, blackish or iron gray vacuoles, basalts and solid rock. The most characteristic formations are cast slag, volcanic ash (pozzolan) and the adventitious cone projections. It can also be noted that the alignment of volcanic cones reveal that the area is affected by a double fracture system, one in the North-West/South-East direction and the other North-South direction.

Nota Bene : BioCrude Technologies, Inc. accepts the Ndadjileni- Itsoundzou site, as proposed by the Governmental Authorities of the Autonomous Island of Grande Comore, conditional on BioCrude’s verification (by its own experts) of the potential dangers that exist on the site, due to and the presence of a double fracture system within the tectonic plates and induced volcanic activity that could affect the existence and sustainability of the Municipal Solid Waste to Energy complex in the future within the site. If BioCrude’s experts detect a potential danger for the complex in the future because of the aforesaid, the Governmental Authorities of the Autonomous Island of Grande Comore will submit a new site for the development and construction of the Municipal Solid Waste to Energy complex and its annexes, within 90 days, following BioCrude’s notice to same.

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Permeability

The extreme permeability of volcanic deposits is due to the cracking of lava, the presence of tunnels and caves within the deposits, and layers of slag covering the lava flows. This highly permeable nature of volcanic deposits facilitates saltwater intrusion.

The saltwater infiltration rate is determined by several factors: distance to the sea, the permeability of the aquifers; rainfall (filling of the aquifer), the existence of preferential groundwater flow.

The site area has a large permeability.

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The hydrological situation

Map 6: Hydrography and location of wells

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Despite the importance of rainfall in Grande Comore, there are no permanent rivers. The rains hardly produce runoff, they seep into the lava and slag castings. It is during the rainy seasons that temporary streams originate. It should be noted (Map 5) that the steep slopes of “Karthala” in the Southeast, is the only region where there is a real temporary water system that somewhat develops due to altered low permeability areas, preventing infiltration and causing surface runoff. Similarly, on the southwest slopes, with very heavy rainfall, there are only few thalwegs with irregular flows. There, the heavy rains cause runoff for hours, despite the high permeability layers. There are no surface water resources outside of rainfall.

Map 7: Topography and hydrographic situation around the site of Ndadjileni-Itzounsou

However, it should be noted that the site is located on a low base belonging to the “Dibouani” watershed (Map 7 & Map 8) and surrounded on both sides by small hills. Despite the very significant infiltration due to the high permeability of the volcanic base, discharged water, more particularly, surface and leachate waters must be captured.

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Groundwater deposits are totally influenced by the land characteristics that distinguish three hydrogeological areas:

The old “Badjini” in the South has weathered basalt formations where they formed clay ferralitic soils and recent lava flows from the slopes of Ø “Karthala” overlap the said formations. In the rainy season, the area is rich in mineral sources. In this area, the clay layers protect aquifers from seawater infiltration. The coastal region from the rest of the island is formed by most recent lava flows is highly permeable and contains exploitable aquifers. This Ø deep base of groundwater flows primarily to the sea by these underwater navigation sources (aquifers). Ø The higher parts of the island where groundwater exists are not well known and/or studied.

Observable phenomena from the surface show that on most of the island, basalts/land formations are highly permeable and that the filling of the deep aquifers is widespread in the island except in “Badjini” and that of the largest part of the South East region of “Karthala”. In addition, we can note from the the volcanic-tectonic map:

Ø fractures along the spine of the island, North South to North of “Karthala” and South East towards “Badjini”, Ø Radial fractures around massives of “Karthala” and “La Grille”.

The combination of these fractures, emphasized by the adventitious volcanic cones and their role in the movement of groundwater is unknown.

Referring to the wells drilled to supply the water needs of Moroni and the International Airport of Hahaya, as well as the PNUD project wells (Map 5), the amount of gathered information helps us to understand the phenomena involved in the dynamism of groundwater network flow without piezo-metric maps.

By taking advantage of the permeability and porosity of recent volcanic rocks, groundwater (Map 5) becomes a mise- en-cause from the infiltration of rainwater. Fresh lava is very permeable and displays an interactive semi fluid base with certain characteristics and features, in relation to sea tides, which are as follows:

The hydraulic gradient is very low. The laterally extensive blanket of lava is almost horizontal. The depth of the well to reach the sheet layer of Ø lava is almost equal with the altitude of the slope, Ø Changes in sea levels, with an amplitude of around 2 meters, affects the internal characteristics of the sheet lava.

The values obtained for the transmissivity (assuming the storage coefficient equal to 0.1) are very high, 1 to 50 m² (good alluvial aquifers have a transmissivity of 1 to 5.10² m² / s).

The hydrogeological characteristics of the island of Grande Comore make the currently exploited aquifers become strongly influenced by marine lifts. According to data from the literature on wells and experimental analysis, half of the resource points are salt water, beyond the generally accepted standards of potability. All available data show saline water with conductivities greater than 1100 μS/cm (with few rare exceptions).

The Ndadjileni site is located on the upper parts of the island where the conditions of groundwater existence are still not well understood. However, geological and tectonic characteristics of the area (permeable fresh lava, double fracture developments, rapid infiltration of rainwater), reveal the existence of a deep base sheet layer which flows to the sea.

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Soil conditions

The soil classification has been modeled by the origin of volcanic substratum and tectonic activity. Thus, according to the age of the volcanic substratum, two main classifications of soils can be transformed by the effects of local relief:

Ø Ferrallitic soils related to an ancient pedogenesis of ancient basaltic soils. Andosols from recent lava flows consist of alternations of slag and volcanic ash. Depending on the degree of their development, they are more Ø or less thick, but generally limited in depth by the emergent or slightly altered rock. They are characterized by a porosity of up to 90%, a high organic content and high permeability unlike lateritic soils. These soils predominate in the Grande Comore.

On the site of Ndadjileni, observable phenomena is evident from the surface since same has andosols from recent lava flows consisting of mostly slag alternations of volcanic ash (cinerites), which are fine, relatively permeable and pozzolan. Depending on the degree of their development, they are more or less thick, but generally limited in depth by the emergent or slightly altered rock. They are characterized by a porosity of up to 90%, a high organic content and high permeability. The results of studies show that the soil type is based on the substantial thickness of layers of lava and their transmissivity is between 0.3 m² / s and 0.01 m² / s.

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SCHEDULE III [Description of the Site]

The Ndadjiléni-Itsoundzou site site is located northwest of Chamadani which culminates at an altitude around 950m. It belongs to the prefecture § Itsandra-Hamanvou and is under the administration of the municipality of Mbadani. Its border towns are Hamanvou, Isahara, Oichili-Yadjou, Oichili-Yamboini.

§ The site is accessible by a dirt track fitted with an average width of 10m and a distance of 1.5km from the National Road RN4.

There is a lack of housing in the perimeter and the nearest neighboring villages are at a minimum distance of 3.5 km. There are five main sparsely populated coastal villages that are in the same western side of the island, which are: Bangabani, Vanadjou, Mabadani, Dzahadjou, Bahani. The § steering committee involved in the identification and the granting of the site for the construction of waste treatment complex is composed of members from the five villages.

§ the Ndadjileni Itsounzou-site is:

- 3.5 km from the village of Bahani - 4.5 km from the village Dzahadjou - 5 km from the village of Mhandani - 4.5 km from the village of Vanadjou - 6 km from the village of Bangabani

The geographic site location on the map (see Map 1) allows one to observe two other villages as close as those mentioned above. These are the § villages of Irohè and Boueni, located 3.5 km and 3.8 km from the site, respectively. These two villages belong to the municipality of Yadjou Oichili-administered by the prefecture-Oichili Dimani, and are on the eastern side of the island.

The Distance from Moroni, going via Ntsoudjini to the point of intersection between the access road to the site and the National RN4, measures § 12.5 km.

For the transfer of waste accumulated in Moroni to the site (hosting the proposed MSW to Energy complex), dump trucks will pass through the towns of Itsandra to Bandamadji, Dzahari II Ouellah and Sima

Topography and terrain

Following volcanic activities which have occurred during several periods of time, the island of Grande Comore is entirely made up of volcanic and coral rocks. This volcanic rock gives the terrain its very rugged topography with two mountain ranges (Map 8): the “Karthala”, summit rises to 2,361 m and “La Grille”, in the northern part of the island, summit rises to 1,087 m. Both are connected by the “neck of Dibwani”, a massive continuum pathway with an altitude of about 500 m. The Mbadjini plateau in the south is the oldest part of the island.

The relief is less marked by erosion activity, except at “Badjini”. Furthermore, it is characterized by the presence of numerous cones and/or basalts.

The Ndadjileni site belongs to the “Diboini” plateau where the terrain is relatively flat compared to the rest of the island. It is manifested by a mild or moderate slope towards the sea, with a well-marked valley and small hills. It is at an altitude of about 750 m.

On the macroscopic scale (photo 1, Map 2), the site is characterized by very rugged terrain with certain points rising to over 780m in altitude and bases stemming around 720 m. Encompassing an area of 13 hectares, the Ndadjileni site hosts a pit, giving the appearance of a sloping terrain from the southeast towards the northeast, with an area of approximately 3.5 ha.

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Carte 8 : Topographie et relief de l’île de la Grande Comore

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Nota Bene: The Governorate of the Autonomous Island of Grande Comore is responsible for providing access to the site (about 1.5 km) from the main roadway. The access path from the main roadway to the site will be covered with asphalt / pavement in order to allow heavy vehicles to easily and safely navigate through the pathway to the site. The work must be executed using internationally recognized standards (materials and construction) by the Governorate of the Autonomous Island of Grande Comore and at its own expense.

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SCHEDULE IV MSW SUPPLY AREA DEFINITION OF “First Party SUPPLY AREA”

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SCHEDULE V LAND LICENSE AGREEMENT DEFINITION OF “LICENSE AGREEMENT”

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LAND LICENSE AGREEMENT

THIS LICENSE AGREEMENT is made and effective the __th day of December, 2016.

AGREEMENT REFERENCE: BIOCRUDE/MCMUC/MSW-LLC/CA/2016/1

TRANSACTION CODE: BCT/MCMUC/MORONI/COMORES/1

CONTRACT GENERATION: 01

Gouvernorat de l’Île Autonome de la Grande Comore, a Statutory Body constituted under Comorian Law, (hereinafter referred to as “MCMUC”, which expression shall, unless repugnant to the context or FIRST PARTY: meaning thereof, mean and include its successors and assigns) and having its office at Route de Moroni- Itsandra, Moroni, Autonomous Island of Grande Comore, Union of the Comoros, duly represented by the Governor, The Honourable Mr. HASSANI Hamadi, by virtue of resolution ad hoc;

Hereinafter collectively called the “Licensor”,

AND

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BIOCRUDE TECHNOLOGIES, INC, a Corporation duly organized under the laws of Canada (hereinafter called “Corporation”) having its principle office at 1255 Phillips Square, Suite 605, Montreal, SECOND PARTY: Quebec, Canada H3B 3G5, herein duly represented by the Chairman and CEO, Mr. John MOUKAS, by virtue of corporate resolution ad hoc;

Hereinafter collectively called the “Licensee”.

The parties, following discussions, desire to enforce amendments discussed and reflected within these presences and agree to sign these concession agreements as amended. Following the signature of these WHEREAS presences, these amended concession agreements will replace agreements the concession agreements signed on the 11th of January 2016 and will become lawful and binding on the parties, present and future;

The Municipal Corporation of Moroni is desirous of improving its municipal solid waste management and disposal capabilities in order to enable the due discharge of its functions, and for that purpose has approved the establishment of an integrated waste processing plant by the Licensee at Moroni Plant Site (“Project”). WHEREAS In order to implement the Project the Licensor has entered into a Concession agreement (“Concession Agreement” – (MSW-Land Lease-Supply of Treated Effluent)), on the same date as this Agreement, under which it has authorized the Licensee to implement the Project.

The Municipal Corporation of Moroni, in order to enable the due implementation of the Project and to discharge its obligations under the Concession Agreement is hereby providing the Licensee, by way of this License agreement (“this Agreement” or “Land Concession”), the Demised Premises (as defined below) WHEREAS for the purposes of implementing the Project and constructing, operating and maintaining the integrated waste processing plant on the Demised Premises, on the terms and conditions and subject to the covenants and stipulations hereinafter contained.

NOW THIS INDENTURE OF LICENSE WITNESSETH AS FOLLOWS:

This Agreement shall be co-terminus with the Concession Agreement and is to be read, for any interpretation, together with the provisions of the 1. Concession Agreement.

2. The capitalized terms that are used but not defined in this Agreement shall have the same meaning as given to them in the Concession Agreement.

The term of this agreement is for a time period of Thirty (30) years ,commencing from the Effective Date and will also include an option 3. of an additional thirty (30) years thereafter, at the same terms and conditions of the first thirty (30) years as provided herein, tacitly renewed (Licensee’s discretion).

In consideration of the Licensee undertaking to implement the Project in accordance with the provisions and stipulations of the Concession Agreement(s) and undertaking to pay the License rental as stipulated in clause 6 below; and with regards to the obligations of the Licensor to supply land to the Licensee with a total surface area of about twenty five (25) acres, such as specified in article 3 of the Concession Agreement, the Licensor, by these presences, makes a commitment to grant/assign to the Licensee, land in accordance to the following requirements: Area - approximately twenty five (25) acres; location – close proximity to the municipality of Moroni (maximum 30 km from the peripheral) with 4. motorable access to same and access to the electrical interconnection point (grid network) at the border of the site (land). If the “Demised Site” has not been identified as of the signature of these presences, the Licensor shall, no later than thirty (30) days, following these signature presences, shall identify same and furnish full legal (cadastral) description of the selected environmentally compliant Demised Site, unencumbered with rights, charges, encroachments and servitudes, with full and free right of way and passage, amongst other rights in relation hereto, for the duration of the term of the lease, and renewal option thereto.

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If Demised Site has been identified by Licensor, particulars of same shall be inserted below, and Licensor (Assignor) shall also submit to Licensee (within fourteen (14) of these presences), a notarized and registered Deed of Assignment of the Demised Premises to Licensee (Assignee) as per 5. the terms, conditions and stipulations of the Aforesaid Concession Agreement (more specifically, “this Agreement” or “Land Concession”), with the following Declarations, Caveats, Assertions and Lawful Designations, and shall form an integral part of these presences:

PARCEL OF LAND (LEGAL DESCRIPTION)

(Cadastral Maps attached as an integral part of these presences)

Lot known and designated upon the Plan and Book of Reference of the Official Cadastre for the Parish of (to follow), Registration Division of (to follow) (Moroni, Autonomous Island of Grande Comore, Union of the Comoros), as being the following:

Ø Cadastre: (to follow)

Ø Lot number(s): (to follow)

Ø Subdivision number(s): (to follow).

Area of each Lot/Subdivision: belongs to the prefecture Itsandra-Hamanvou and is under the administration of the Ø municipality of Mbadani

Ø The cadastral dimensions of the said lot are as shown on the attached plan: 13 Ha

ZONING AND BUILDING BY-LAWS

Zoning: Industrial (Light/heavy, encompassing treatment of all types of waste (Municipal Solid Waste, Tires, Toxic, Industrial, Ø Medical, etc.…) as well as Energy procurement (Renewable via Biomass, Fossil fuel, and Hydro based)

Building & Zoning By-Laws: Submitted proposal (Detailed project Report) in compliance, as acknowledged by the Ø Governmental Authorities of the Autonomous Island of Grande Comore (First Party)

Declaration: said parcel of land is environmentally compliant, complies to Governmental Health Bye-laws, and is not affected Ø by any reserve for public purposes

Ø Boundaries: Refer to Schedule I, Map 2

Ø Encroachment(s): None

Ø Servitudes (Published, Apparent, etc.…): None

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TITLE

The “Lessor” has Clear title to the aforesaid parcel of land, which it has assigned, via its undersigned Administrative Body, to “Lessee” by virtue of a de facto, irrefutable and non-retractable Land Lease Concession Agreement, and has a de facto right to transact (assign/ lease) same with Lessee, in compliance to the Powers granted to same (the administering Body of Lessor, via Constitution (stipulations) and/or Resolution, in conformity to terms, conditions and caveats, as stipulated therein.

WARRANTIES

The “Lessor” expressly warrants that it has lawful title to the Demised Premises (Legal description defined hereinabove) and that same is free and clear of all liens, charges, privileges, encumbrances, servitudes, claims and other security interests. The foregoing warranties shall survive “Lessee” inspection, acceptance, use and/or subsequent dispossession or transfer of same, respecting the norms, conformities and stipulations inherent within the realms of the aforesaid engaged Concession Agreements, without any restrictions whatsoever. The “Lessor” shall compensate, indemnify and hold Lessee harmless from and against any and all damages, including incidental and consequential damages, claims, liabilities and expenses (including court costs and attorneys’ fees) arising out of or relating to or resulting in any way from a breach of any warranty herein, whether express or implied, or from any act or omission of the “Lessor”, and/or its administrative body (any and all employees, encompassing any and all divisions of the “Lessor”).

In consideration of the transfer of the Demised Premises under this Agreement, the Licensor shall, after the Effective Date of the Concession Agreement has been achieved, receive a rent of $1.00 US (1.00 US Dollar only) per twenty five (25) acres per annum, for thirty (30) years, th 6. payable on or before the 10 day of the first calendar month in each year. The Licensee has the option to prepay the whole rental for the term, and renewal option thereof, in advance for such period of time as the Licensee may deem fit. The Licensor undertakes and assures the Licensee that the License rental for the Demised Premises shall remain fixed for the entire period that this Agreement remains valid and binding as well as the renewal option.

The Demised Premises are being vested with the Licensee, under this Agreement, free from any Encumbrances, whether legal or physical in nature. At any time during the term of this Agreement, if the Licensee discovers any Encumbrances upon or under the Demised Premises which materially and/or adversely affect the rights in relation to the Demised Premises, it shall notify the Licensor, which shall, within twenty one (21) 7. days from the receipt of the notice, either remove or cause to be removed such encumbrances at its own cost. In the event that the Licensor fails to remove such encumbrances within twenty one (21) days from the notice thereof, the Licensee may remove or cause to be removed such encumbrance and the costs and expenses or consequential liabilities incurred in respect thereof shall be reimbursed to the Licensee by the Licensor.

The Demised Premises are being vested with the Licensee, under this Agreement, only for the purposes of the Project, which include the purposes of developing, establishing, designing, constructing, operating the maintaining the proposed Municipal Solid Waste to Energy Plant, 8. which the Licensor is desirous of having constructed, operated and maintained on the Demised Premises for the purposes of enabling the processing (treatment) of the Municipal Solid Waste in Moroni, Grande Comore, in accordance with the terms and conditions of the Concession Agreement(s).

Furthermore, the Licensee expressly and unconditionally agrees and undertakes to the Licensor that it shall, under no circumstances, construct or allow to be constructed or cause to be constructed in the Demised Premises, by itself or by its representatives/workers/agents/contractors or any other person claiming under him, to construct any residential units or dwellings and same shall not be construed or interpreted as forming part of the Project facilities, directly or indirectly. The Licensor hereby authorizes and consents to the receipt of consignments of Municipal Waste, the storage and processing of Municipal Waste and the resulting Residual Inert Matter, and/or Sludge, as well as to the receipt and storage of any waste (including Rejected Waste) that may have been received by the Licensee, in any consignment of Municipal Solid Waste for the essence of the Licensee’s proposed on-going concern, as per the stipulations of this (these) Concession Agreement(s).

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The Licensor hereby authorizes the Licensee, to construct, erect, and own, operate and maintain any infrastructure, superstructure, facility or any movable or immovable structures constituting the Plant (including each of the Project Facilities) on the Demised Premises and for that purpose, also remove, renovate, use or demolish any structures that may be existing on the Demised Premises as of the date of this Agreement. The Licensor hereby agrees and acknowledges that it shall not own or have any rights to any superstructure, facility or any moveable or immovable 9. structures constituting the Plant that are constructed or erected or placed on the Demised Premises and further that the same shall be owned by the Licensee. The Licensor hereby agrees that the construction, operation and maintenance of the Plant at the Demised Premises and the receipt, storage and processing of Municipal Waste at the Demised Premises is being undertaken pursuant to the Concession Agreement(s) granted by it and for the purposes of enabling the Licensor to discharge its functions of managing, processing and disposing Municipal Waste.

The Licensee shall have the right to, without requiring any prior permission from the Licensor in this regard, transfer for use, assign or otherwise encumber the Demised Premises and any or all of its rights and interest in relation thereto or to otherwise create a security interest in favour of 10. the Lenders over the Demised Premises for the purposes of enabling financing of the Project. Provided, however, the Licensor shall be informed as to the creation of any Encumbrance in favour of the Lenders in the Demised Premises, within a period of thirty (30) days from the date such Encumbrance comes into existence.

The Licensee shall have the right to, without requiring any prior permission of the Licensor, vest with the Lenders, the power to take over the control, possession and all rights and interests in relation to the Demised Premises by appointing a person to replace the Licensee and undertake the construction, operation and maintenance of the Plant upon the occurrence of an event of default by the Licensee, as the case may be, under 11. any of the Financing Agreements. The Licensor shall novate this Agreement in favour of the substitute entity and shall constitute an agreement between the substitute entity and the Licensor on the terms and conditions of this Agreement as existing at the time of such novation. The Licensor hereby agrees that the dues payable to the Lenders shall have priority over any amount payable to the Licensor under this Agreement.

The Licensor hereby authorizes the Licensee to create any Encumbrance over the Demised Premises and this Agreement in favor of the Lenders for enabling financing of the construction, operation and maintenance of the Project. The Licensor agrees that it shall provide such undertakings as 12. may be reasonably required by the Lenders to enable financing of the Project and creation of the Encumbrance required by the Lenders. Without prejudice to the terms of this Agreement, the Licensor shall be governed by the terms of any agreement that the Lenders may have entered into with the Licensor in respect of the Encumbrance over the Demised Premises and this Agreement, created in favour of the Lenders.

13. The Licensor hereby covenants and assures the Licensee that:

all the land comprising the Site is of non-agricultural status and is permitted and duly authorized and earmarked for purposes of establishment, construction, operation and maintenance of the Plant and the Project Facilities, and that it shall obtain (grant) any a) additional Applicable Approvals that may be required for the development, construction, operation and maintenance of the Project Facilities;

the Site is free from any encroachment or Encumbrances whatsoever and is not subject to any acquisition or other legal proceedings by b) any authority, body or government nor is any claim of any third party subsisting in respect thereof or relating thereto;

Licensor is the Lease Holder of the lands constituting the Demised Premises and it shall, in that capacity, defend or satisfy all actions or c) claims against the use of the Demised Premises for the Project;

it shall not demand or in any manner claim or seek to recover the rent prior to the Effective Date of the Concession Agreement or d) increase the rent due and payable by the Licensee under the provisions of this Agreement

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it shall not interfere the or impede in any manner or otherwise limit, restrict or impose any conditions or restrictions on the complete, e) free and full enjoyment and use of the Demised Premises and all rights in relation thereto, including the creation of security, interest in the Demised Premises its favour of the Lenders;

f) it shall not interfere in or impede in any manner or otherwise limit, restrict or impose conditions in relation:

i. to the construction, operation and maintenance of the Plant;

ii. the implementation of the Project by the Licensee and

iii. the possession, control and use, by the Licensee of the Demised Premises and the Plant;

it shall enter into appropriate further documentation or additional writings as the Licensee or the Lenders may reasonably require to give g) effect to the provisions of this Agreement and the Financing Agreements;

there are no litigation, claim, demand or any proceedings (whether administrative, legal or quasi-judicial) pending before any authority h) in respect of the Demised Premises or its use for the purposes of managing, processing and disposing MSW; and

i) Licensee shall have complete, lawful and uninterrupted, possession, control and use of the Demised Premises.

14. The Licensee hereby covenants with the Licensor as follows:

a) that it shall implement the Project in accordance with the Concession Agreement(s); and

b) that it shall observe and perform all terms, covenants, conditions and stipulations of this Agreement.

Licensor has full lawful title, possession and control of all the lands constituting the Site and has the requisite right and authority to License the same to Licensee for the term and renewal option for the purposes of the Project on the terms and conditions of this Agreement. Furthermore, the Licensee shall have full, free and uninterrupted peaceful vacant possession, enjoyment / occupation and use of the Demised Premises throughout the term and renewal option, without any obstruction interference or disturbance or claim whatsoever from the Licensor or from any person 15. claiming through under or in trust for Licensor or from any third person whomsoever. Licensor shall keep Licensee fully indemnified and harmless against any claims or demands from any Person claiming right, title or interest to or in the Demised Premises or any part thereof or challenging the validity of the usage of the Demised Premises for the Project or challenging the validity of this Agreement, as also against any actions, proceedings, damages, losses and expenses caused to Licensee as a result or in consequence of any such claims or demands as aforesaid.

Subject to clause 11 above, no assignment of this Agreement or any rights or duties hereunder shall be made in whole or in part by any Party 16. without the written consent of the other Party and in the event of any assignment the assignee shall assume the duties and liabilities of the assignor.

It is hereby specifically agreed that the Licensee shall, in the event of forming a limited company either as subsidiary company or jointly along with any other company or otherwise, be at liberty to assign and transfer the Plant, the Demised Premises and this Agreement or the rights and benefits hereof or duties hereunder to such newly formed limited company or in favour of such subsidiary company or a Joint Venture Consortium of the Licensee or any of its Holding company for the time being..

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The Licensor hereby agrees that the Licensee shall not require any prior approval of the Licensor for creating any Encumbrance, right, title, or interest over the Demised Premises and the Project Facilities and the other assets of the Project, in favour of the Lenders.

Licensor confirms that the Financing Documents may include suitable rights in favour of the lenders for taking over the Demised Premises and the Plant for management or for sale, in enforcement of their security upon the happening of an event of default thereunder on the part of the Licensee, provided however, the Demised Premises shall not be subject to sale.

The Licensor hereby assures and represents to the Licensee that the vesting of the Demised Premises under this Agreement shall be irrevocable for as long as the Concession Agreement remains in force and the Licensor shall not terminate or seek to terminate this Agreement except upon the expiry or early termination of the Concession Agreement. The Parties hereby agree that on the expiry or termination of the Concession 17. Agreement, the Demised Premises shall be handed back to the Licensor in accordance with the provisions of the Concession Agreement and that this Agreement shall terminate only on the handing over of the Plant and the Site to the Licensor in accordance with the terms of the Concession Agreement.

The Licensor, during the term of the License, shall have a right at its option to appoint and nominate its representative as a Director on the Board 18. of the Licensee (“Licensor’s Nominee Director”). The said Licensor’s Nominee Director shall not be required to hold any qualification shares, if any required, and shall not be considered while computing the Directors eligible for retirement by rotation.

The Licensee also agrees that the demised Premises shall be used only for the purposes as defined in this License Agreement and any deviation 19. there from without the prior written permission of the Licensor shall be deemed to be a breach of this License Agreement.

Any dispute appearing between the parties, with regard to the terms of this agreement, will be resolved by the appeal through arbitration and led by a group of three ( 3 ) arbitrators, two arbitrators appointed by each of the parties and the third appointed by both arbitrators so chosen. 20. The arbitration forum will be in France, in particular in the city of Paris. Any disputes will be definitively cut according to the Regulation of arbitration of the international Chamber of Commerce. The costs bound with the arbitration will be equally chargeable to both parties. Every party will however meet the expenses of his/her own arbitrator. The parties can however ask with the court to be paid off their expenses of arbitration.

It must be mentioned for the purposes of the arbitration and the general understanding of this agreement, that the English version of this agreement will any time be the one which will prevail for any question of interpretation. The Grande Comore, Union of the Comoros version of the present agreement is a faithful translation of the whole agreement, this for purposes comprehension and of ease of reading, considering the official language of the country Autonomous Island of Grande Comore. Both versions of the agreement will be signed at the same time by the parties and will have the same strength as for the contents of the agreement and all the capacities. In case of dispute or of precise questions of interpretation, only the English version will be used.

The licenser hereby recognized that this is a commercial act being undertaken by the Licensor and that it hereby unconditionally and irrevocably waives any right of immunity sovereignty or otherwise and that it recognized that if any procedure must be instituted against him or its assets, 21. with regard to this agreement or to any transaction concerned by this agreement, any immunity, sovereignty or otherwise within the framework of all such procedure, execution or legal procedure by ensuing, should be called by or on his behalf or towards some asset.

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SCHEDULE VI TREATED SEWAGE/EFFLUENT SUPPLY AGREEMENT DEFINITION OF “SUPPLY OF TREATED SEWAGE/EFFLUENT AGREEMENT

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TREATED SEWAGE/EFFLUENT SUPPLY AGREEMENT

THIS AGREEMENT is made and effective the __th day of December, 2016.

AGREEMENT REFERENCE: BIOCRUDE/MCMUC/MSW-LLC/CA/2016/1

TRANSACTION CODE: BCT/MCMUC/MORONI/COMORES/1

CONTRACT GENERATION: 01

Gouvernorat de l’Île Autonome de la Grande Comore, a Statutory Body constituted under Comorian Law, (hereinafter referred to as “MCMUC”, which expression shall, unless repugnant to the context or FIRST PARTY: meaning thereof, mean and include its successors and assigns) and having its office at Route de Moroni- Itsandra, Moroni, Autonomous Island of Grande Comore, Union of the Comoros, duly represented by the Governor, The Honourable Mr. HASSANI Hamadi, by virtue of resolution ad hoc;

Hereinafter collectively called the “STP”;

AND

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The parties, following discussions, desire to enforce amendments discussed and reflected within these presences and agree to sign these concession agreements as amended. Following the signature of these WHEREAS presences, these amended concession agreements will replace agreements the concession agreements signed on the 11th of January 2016 and will become lawful and binding on the parties, present and future;

STP and Corporation are hereinafter referred to individually as the “Party” and collectively as the WHEREAS “Parties”;

STP has the jurisdiction to collect, store, treat and dispose sewage and sludge generated within the city and WHEREAS for that purpose it operates one of its Sewage Treatment Plant (“STP”);

Corporation has received from the municipality and the municipal/National Power Corporation to develop, WHEREAS operate and maintain an Integrated MSW-Energy Management and Disposal facility in Moroni, Autonomous Island of Grande Comore;

Corporation shall, as part of the Plant, develop, operate and maintain a Refuse Derived Fuel (RDF) Plant, WHEREAS a Biomethanation Plant, a Composting Plant and a Power Plant that would be requiring a certain quantity of Treated Sewage/Effluent to be used for cooling of the Power Plant, amongst other purposes;

STP has agreed to provide Treated Sewage/Effluent to Corporation, to enable Corporation in meeting the WHEREAS process water-requirements of the Plant.

NOW THEREFORE, THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS:

1. DEFINITIONS & INTERPRETATION

1.1 Definitions;

In this Agreement, unless repugnant to the context or inconsistent therewith, the following words, phrases and expressions shall bear the meaning hereinafter respectively assigned to them:

“Agreement” means this agreement between Corporation and STP, including its Schedules and Annexures and includes any amendments made hereto in accordance with the provisions hereof.

“Concession Agreement” means Agreement executed between First Party and Corporation, by which the Concession has been granted to Corporation by First Party including their Schedules and Annexures and includes any amendments made hereto wherein First Party has granted all the rights to Corporation with respect to developing, implementing, constructing, operating and maintaining the Project for the management, and processing of the Municipal Solid Waste generated from within the MSW Supply Area, subject to all the terms, conditions, covenants and obligations of the Concession Agreement.

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“Date of Commissioning” or “COD” means the date notified by Corporation as the date on which the Plant is ready to commence commercial operations after successfully completing the testing.

“Date of Mechanical Completion” means, in relation to the Plant, the date to be notified by Corporation, on which, and the construction of the Plant is expected to be completed with all equipment and be ready for testing and commissioning.

“Effective Date” means the date on which this Agreement is formally signed.

“Interconnection Point” means the point on the Treated Sewage/Effluent Channel from where the Treated Effluent from the Sewage Treatment Plant (STP) will be taken by Corporation, which point shall be identified and notified by Corporation to STP in accordance with the provisions of clause 3.

“Fee” means the amount payable by Corporation to STP under clause 5(b) for the supply of the Treated Sewage/Effluent, in accordance with the Terms of this Agreement.

“Force Majeure Event” means any event which prevents or delays the performance of the obligations under this Agreement in whole or in part by either Party by reason of public agitation, civil disturbance, riots, war, hostilities, acts of public enemies, civil commotion, sabotage, fire, flood, earthquake, epidemics, explosion, strikes, lock-outs, acts of God, acts on orders of Government/authorities, rules and regulations or delay/ abandonment due to order of the Court and/or any other cause beyond the reasonable control of the Party affected.

“Plant” means the integrated waste management and processing facility to be designed, constructed, operated and maintained by Corporation in accordance with the terms and provisions of the Concession Agreement.

“Project” means the project for enabling the processing of Municipal Waste and for that purpose to designing, development, financing, construction, operation and maintenance of the Plant under and in accordance with the terms and provisions of the Concession Agreement and this Agreement.

“Treated Sewage/Effluent” means the treated liquid residue derived from the Sewage treatment process of the Sewage Treatment Plant that is capable of re-use for purpose other than human consumption.

“Treated Sewage/Effluent Channel” means the open drain owned and controlled by the STP, that originates from the STP and which is used to drain the Treated Sewage/Effluent from the STP to the point of disposal.

“Residual Treated Sewage/Effluent” means the residue coming out of the plant, that is capable of either discharge into natural water bodies or re-use for purposes other than human consumption.

“Sewage Treatment Plant” or “STP” means facility located in Moroni, Autonomous Island of Grande Comore, which is owned, operated and maintained by the STP, which is described in greater detail in Annex II.

“Site” means the land where the MSW to Energy plant (project) is located.

“Term” means the time period of Thirty (30) years commencing from the Effective Date and will also include an option of an additional thirty (30) years thereafter, at the same terms and conditions of the first thirty (30) years, as provided herein.

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All other capitalized words and expressions, that are used but not defined in this Agreement, will carry the meaning assigned to them under the Concession Agreement(s).

2. SEWAGE TREATMENT PLANT

The STP has constructed and is presently operating and maintaining the Sewage Treatment Plant. The Sewage Treatment Plant generates Treated Sewage/Effluent as a by-product of the process of treatment of Sewage. The Treated Sewage / Effluent i. produced at the STP is drained out of the STP through the Treated Sewage /Effluent Channel; STP, in consideration of the Fee, hereby vests Corporation with the right to off-take up to six million litres per day (6,000,000 L/D) of Treated Sewage /Effluent from the Treated Sewage/Effluent Channel in accordance with the provisions of this Agreement, and use the same at the Plant.

STP hereby agrees that Corporation shall identify the Interconnection Point on the Treated Sewage/Effluent Channel and necessary arrangements for interconnection shall be made by Corporation to enable adequate flow of the Treated Sewage/ Effluent from the Treated Sewage/Effluent Channel to the Plant. STP further agrees and undertakes that it shall ensure supply of enough Treated Sewage/Effluent in the Treated Sewage/Effluent Channel that will enable Corporation to off-take up to six million litres per day (6,000,000 L/D) Treated Sewage/Effluent till the end of the Term. Corporation hereby undertakes that it shall off-take only up to ten million litres per day (10,000,000 L/D) of Treated Sewage/Effluent from the Treated ii. Sewage/Effluent Channel. It is envisaged pumping may be required to enable Corporation to off-take desired quantity of Treated Sewage/Effluent. The pumping arrangements whatsoever required, would have to be arranged by STP at its own cost and expense. However STP agrees to provide sufficient infrastructure to Corporation within its STP site for setting up such pumping facilities. Such infrastructure would include desired space (land) and power connection with a sub-meter and any other facilitation required by STP for making arrangement for pumping of Treated Sewage/Effluent from the Treated Sewage/ Effluent Channel to the Plant or to the Tankers, as the case may be. STP would also assist Corporation.

Corporation is to provide the right of way, free of cost, to STP from the boundary of the Plant to the Interconnection Point for iii. the purposes of inspection of the pipeline and taking samples.

3. OFFTAKE OF TREATED SEWAGE/EFFLUENT PRIOR TO COD

STP hereby agrees that, prior to the COD, Corporation shall have the right to off-take Treated Sewage/Effluent from the Treated Sewage/Effluent Channel free of cost for the purposes of testing the Interconnection Point or testing any operations at the Plant up to six million litres per day (6,000,000 L/D) (±10%) of Treated Sewage/Effluent.

4. DELIVERY OF TREATED SEWAGE/EFFLUENT AFTER THE COD

STP hereby agrees that, in consideration of the payment of the Fee, Corporation shall after the COD, have the right to off-take, in an uninterrupted manner, up to six million litres per day (6,000,000 L/D) of Treated Sewage/Effluent from the Treated Sewage/Effluent i. Channel. The quality and quantity of Treated Sewage/Effluent being off-taken by Corporation will be measured by a metering system that will be established at the Interconnection Point. Corporation shall monitor the quantity of the Treated Sewage/Effluent and submit a monthly report to the STP. Corporation shall submit such monthly reports by 10th of every month.

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Corporation shall pay STP a monthly fee at a rate based on ML (million litres) of Treated Sewage/Effluent off-taken by it (“Fee”). ii. Corporation shall make the payment of the Fee in accordance with clause 5 below. The present rate for supply of Treated Sewage/ Effluent is 0.0000001 USD per kilolitre (kL).

5. PAYMENT TERMS

Corporation will make direct payment to STP on 10th day of every month during entire Term of the agreement by cheque or draft or transfer to the designated account of STP after the monitoring report certified by the auditor.

6. RESIDUAL TREATED SEWAGE/EFFLUENT

Corporation shall use or dispose the Residual Treated Sewage/Effluent in accordance with Applicable Law and shall have the right to use, dispose the Residual Treated Sewage/Effluent generated by the Plant. It is farther agreed that Corporation shall have the right to use the Residual Treated Sewage/Effluent in any of the processes of the Plant. If Corporation so desires; it can dispose of the Residual Treated Sewage/Effluent back to the Treated Sewage/Effluent Channel of STP, provided the Residual Treated Sewage/Effluent meets applicable discharge norms as per Environment regulations.

7. FORCE MAJEURE

Any event lying beyond the reasonable control of a Party and not brought about at the instance of the Party claiming to be affected by such event (“Affected Party”) which the Affected Party could not prevent or overcome despite having exercised due care and diligence and which results in a Material Adverse Effect shall constitute a Force Majeure Event. Such events include any or all of Non-Political Event, Indirect Political Event and/or Political Event as defined below, provided they fulfill the requirements stated in the preceding sentence, shall include, but not be limited to the following:

a) earthquake, flood, inundation and landslide;

b) storm, tempest, hurricane, cyclone, lightning, thunder or other extreme atmosphere disturbances;

c) fire caused by reasons not attributable to the Affected Party or its management;

d) acts of terrorism;

strikes, labour disruptions or any other industrial disturbances not arising on account of the acts or omissions of e) the Affected Party;

f) break down of the Plant or any part thereof;

g) action of a Government Agency having Material Adverse Effect including by not limited to:

acts of expropriation, compulsory acquisition or takeover by any Government Agency of the Project / i. Project Facilities or any part thereof or of Corporation’s rights in relation to the Project;

any judgment or order of a court of competent jurisdiction made against Corporation or any contractor ii. appointed by Corporation for the purposes of the Project, in any proceedings which is non-collusive and duly prosecuted by Corporation.

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any unlawful, unauthorized or without jurisdiction refusal to issue or to renew or the revocation of any Applicable Approvals, in each case, for reasons other than Corporation’s or any of its contractor’s breach iii. or failure in complying with the, Applicable Laws, Applicable Approvals, any judgment or order of a Governmental Agency or of any contract by which Corporation or its contractor as the case may be is bound

8. ARBITRATION

If any dispute, difference or question, whatsoever, shall arise between the parties arising out of or in connection with this Agreement (“Dispute”), the Parties hereto shall use their best efforts to settle such Dispute amicably by mutual negotiations. i. Should agreement not be reached in respect therewith within a period of fourteen days from the notice by a Party of such Dispute, either Party may, by giving to the other a notice in writing of the existence of such question, dispute or difference, refer the matter for Arbitration in accordance with clause 6.ii below.

Any dispute which is not settled in accordance with clause 6.i above, will be referred to arbitration to a single referee appointed by consent of the parties and if the parties cannot agree on the choice of a unique arbitrator within seven (7) days of the date of the notice for arbitration by either party in accordance with clause 6.i above, arbitration will be then led by a panel of three arbitrators, one appointed by each party and the third arbitrator being appointed by the two arbitrators appointed by the parties. ii. The arbitration award issued by the single arbitrator or panel of arbitrators, as the case may be, shall be final and impose on the parties. Any such arbitration will take place and shall be subject to international provisions on the arbitrage. Parties will support equally the costs of arbitration proceedings and any fee payable to the arbitrator (s) will be supported in equal unless otherwise decided by the arbitral sentence. Forum for arbitration will be that of the Ontario, Canada.

9. NOTICES

Unless otherwise stated, notices to be given under this Agreement shall be in writing and shall be given by hand delivery/ recognized international courier, mail, telex or facsimile and delivered or transmitted to the Parties at their respective addresses set forth below:

If to Corporation:

BIOCRUDE TECHNOLOGIES, INC. 1255 Phillips Square, Suite 605 Montreal, Québec, Canada H3B 3G5

(Attn: Mr. John Moukas; Chairman/CEO)

Tel: (877) 878-1268 Fax: (877) 778-1568 Email: [email protected] Website: http://www.biocrudetech.com

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If to STP:

Name, Address, Tel. & Fax of First Party:

Gouvernorat de l’Île Autonome de la Grande Comore Route de Moroni- Itsandra Moroni, Île Autonome de la Grande Comore, Union des Comores

(Attn: The Honourable HASSANI Hamadi, Governor and/or Mr. Mohamed Abdou MLANAO, Commissaire à l’Environnement, à l’Urbanisme, au Développement Durable et à l’Énergie, à l’Emploi, à l’Entreprenariat et à la Solidarité and/or Mr. Moustapha Chamssoudine DADA, Mayor of Moroni )

Tel: +269 773 13 64; +269 773 84 77; +269 764 44 77 Fax: Email: [email protected] Website: http://www.gouvernorat-ngazidja.com

Or at such address, telex number, or facsimile number as may be duly notified by the respective Parties from time to time and shall be deemed to have been made or delivered:

in the case of any communication made by letter, when delivered by hand, by recognized international courier or by mail a) (registered, return receipt requested) at that address, and

in the case of any communication made by telex or facsimile, when transmitted properly addressed to such telex number b) or facsimile number.

10. TERM & TERMINATION

The term of this agreement is for a time period of Thirty (30) years ,commencing from the Effective Date and will also include an option of an additional thirty (30) years thereafter, at the same terms and conditions of the first thirty (30) years as provided herein, tacitly renewed (Corporation’s discretion).

11. MISCELLANEOUS

The Parties hereby represent to the other that this Agreement has been duly executed in accordance with the applicable law, regulations i. and bye-laws governing them and that it is valid, binding and legally enforceable against them.

ii. STP hereby recognizes that this is a commercial transaction being undertaken by STP

Subject always to the applicable laws, no delay in exercising or omission to exercise any right, power or remedy accruing to a Party iii. under this Agreement or any other agreement or document entered into between the Parties pursuant to this Agreement, shall impair any such right, power or remedy or shall be construed to be a waiver thereof.

iv. No modification, alteration or amendment of this Agreement shall be valid unless signed by both Parties.

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ANNEX A

SITE PLAN & MAPS OF SITE

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ANNEX B

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SCHEDULE VII: TIPPING FEE ESCALATING INDEX

Year from COD* USD/MT of MSW Year from COD* USD/MT of MSW Year from COD* USD/MT of MSW 1 35.00 11 56.00 21 95.50 2 37.50 12 59.50 22 100.50 3 39.00 13 63.00 23 105.00 4 41.50 14 66.50 24 110.00 5 43.00 15 70.00 25 115.00 6 44.50 16 74.00 26 120.00 7 46.00 17 78.00 27 126.00 8 47.50 18 82.00 28 132.00 9 50.00 19 86.50 29 138.00 10 53.00 20 91.00 30 145.00

*Year commencement as of COD (Date of Commissioning) of projecting, time equals start)

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SCHEDULE VIII APPLICABLE APPROVALS

The table below gives the name and status of all the Statutory and Non-Statutory Clearances involved in this project.

Statutory Clearances

Commissariat à l’Environnement, à l’Urbanisme, au Développement Authorization of Pollution Control Durable et à l’Énergie, à l’Emploi, à l’Entreprenariat et à la Solidarité

Pollution Clearance from the Ministère de la Production, de Commissariat à l’Environnement, à l’Urbanisme, au Développement l’Environnement, de l’Énergie, de l’Industrie et de l’Artisanat de Durable et à l’Énergie, à l’Emploi, à l’Entreprenariat et à la Solidarité l’Union des Comores and Consent to Establish and Operate Plant

Commissariat à l’Environnement, à l’Urbanisme, au Développement Civil Aviation Clearance for Stack Height Durable et à l’Énergie, à l’Emploi, à l’Entreprenariat et à la Solidarité

Commissariat à l’Environnement, à l’Urbanisme, au Développement Town & Country Planning Clearance Durable et à l’Énergie, à l’Emploi, à l’Entreprenariat et à la Solidarité

Non-Statutory Clearances

Construction power le Gestion de l’Eau et de l’Électricité aux Comores (MA-MWE)

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SCHEDULE IX REPRESENTATION AND WARRANTIES

Representation and Warranties of First Party

First Party hereby represents, assures, confirms and undertakes to Corporation as follows:

That it is duly incorporated under the laws of Autonomous Island of Grande Comore and has the power to conduct its business as a) presently conducted and to enter into this Agreement;

That it has full power, capacity and authority to execute, deliver and perform this Agreement and has taken all necessary sanctions and b) approvals and followed all the procedure required to authorize the execution, delivery and performance of this Agreement;

Nothing in this Agreement conflicts with its constitutional authority, mandate, or any law or any other agreement, understanding or c) arrangement or any judgment, decree or order or any statute, rule or regulation applicable to it;

All approvals and permissions as are necessary for the execution of this Agreement will be approved and issued to Corporation and all d) the required procedure for the due execution of this Agreement have been adhered to and further that this Agreement will be valid, legal and binding against it under Law.

Representation and Warranties of Corporation

Corporation hereby represents, assures, confirms and undertakes to First Party as follows:

That it is duly incorporated under the laws of the United States of America and in Canada (Canadian Division) and has the power to a) conduct its business as presently conducted and to enter into this Agreement;

That it has full power, capacity and authority to execute, deliver and perform this Agreement and has taken all necessary sanctions and b) approvals (corporate, statutory or otherwise) to authorize the execution, delivery and performance of this Agreement;

Nothing in this Agreement conflicts with its Memorandum and Articles of Association or any other agreement, understanding or c) arrangement or any judgment, decree or order or any statute, rule or regulation applicable to it;

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SCHEDULE X: SUBSTITUTION RIGHTS OF THE LENDERS

1. Substitution of the Corporation

Subject to the terms of this Agreement, upon occurrence of a Corporation Event of Default under this Agreement, the Lenders shall, have the right to seek substitution of the Corporation by a Selectee for the residual period of this Agreement, for the purposes of securing a) the payments of the Total Debt Amount from the Corporation and performing the obligations of the Corporation, in accordance with the provisions of this Schedule.

The Lenders may seek to exercise right of substitution by an amendment or novation of this Agreement and other Project Documents b) executed between the First Party and the Corporation in favour of the Selectee, the First Party and the Corporation shall cooperate with the Lenders to carry out such substitution.

2. First Party’s Notice of Default

The First Party (i.e. the First Party who serves the Preliminary Default Notice on the Corporation as per this Agreement) shall, simultaneously also issue a copy of the same to the Lenders.

3. Substitution Notice

In the event of failure of the Corporation to rectify the Event of Default giving rise to Preliminary Default Notice, the lenders, upon receipt of a written advice from the First Party confirming such failure, either on their own or through its representative (“the Lenders’ Representative”) shall be entitled to notify the First Party and the Corporation of the intention of the Lenders to substitute the Corporation by the Selectee for the residual period of this Agreement (the “Substitution Notice”).

4. Interim operation of Project

On receipt of a Substitution Notice, no further action shall be taken by any Party to terminate this Agreement, except under and in a) accordance with the terms of this Schedule X of this Agreement.

On issue of a Substitution Notice, the Lenders shall have the right to request the First Party to enter upon and takeover the Project for the interim and till the substitution of the Selectee is complete and to otherwise take all such steps as are necessary for the continued operation and maintenance of the Project, including levy, collection and appropriation of payments thereunder, subject to, the servicing b) of monies owed in respect of the Total Debt Amount as per the Financing Agreements and the Corporation shall completely cooperate in any such takeover of the Project by the First Party. If the First Party, at their sole and exclusive discretion agree to enter upon and takeover the Project, till substitution of the Selectee in accordance with this Agreement, the First Party shall be compensated for rendering such services in accordance with clause 10.1 herein.

The Lenders and the First Party shall, simultaneously have the right to commence the process of substitution of the Corporation by the c) Selectee in accordance with these terms and the Corporation hereby irrevocably consents to the same.

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5. Process of Substitution of Corporation

The Lenders’ Representative may, on delivery of a Substitution Notice notify the First Party and the Corporation on behalf of all the Lenders about the Lenders’ decision to invite and negotiate, at the cost of the Lenders, offers from third parties to act as Selectee, either through private negotiations or public auction and / or a tender process, for the residual period of this Agreement.. Subject to and upon approval of the First Party, such Selectee shall be entitled to receive all the rights of the Corporation and shall undertake all the obligations of the Corporation under this Agreement and other Project Documents executed between the Corporation and the First Party, in accordance with these terms of substitution.

The Lenders and the Corporation shall ensure that, upon the First Party approving the Selectee, the Corporation shall transfer absolutely and irrevocably, the ownership of the Project to such Selectee simultaneously with the amendment or novation of this Agreement other Project Documents executed between the Corporation and the First Party in favour of the Selectee as mentioned in clause.

6. Modality for Substitution

6.1 Criteria for selection of the Selectee.

The Lenders and/or the Lenders’ Representative shall in addition to any other criteria that they may deem fit and necessary, apply the following criteria in the selection of the Selectee:

if the Corporation is proposed to be substituted during the Construction Period, the Selectee shall possess the technical and financial a) capability in accordance to the qualifying criteria of the First Party and Lenders, to perform and discharge all the residual duties, obligations and liabilities of the Corporation under this Agreement.

the Selectee shall have the capability and shall unconditionally consent to assume the liability for the payment and discharge of dues, if b) any, of the Corporation to the First Party under and in accordance with this Agreement and also payment of the Total Debt Amount to the Lenders upon terms and conditions as agreed to between the Selectee and the Lenders;

the Selectee shall have not been in breach of any agreement between the Selectee and any Bank or any Lender or between the Selectee c) and any of the First Party, involving sums greater than one million US Dollars at any time in the last two (2) years as on the date of the substitution of the Corporation.

any other appropriate criteria, whereby continuity in the performance of the Selectee’s obligations under this Agreement is maintained d) and the security in favour of the Lenders under the Financing Agreements is preserved.

7. Modalities

The following modalities shall be applicable to any substitution of the Corporation by the Selectee pursuant to this Agreement:

The Lenders’ Representative shall on behalf of the Lenders propose to the First Party (the “Proposal”) pursuant to sub-clause 7.2 below, the 7.1 name of the Selectee for acceptance, seeking:

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grant of all the rights and obligations under this Agreement and the other Project Documents executed between the First Party and the a) Corporation, to the Selectee (as substitute for the Corporation);

amendment of this Agreement and the other Project Documents executed between the First Party and the Corporation, to the effect that the aforementioned grant to the Selectee, shall be such that the rights and obligations assumed by the Selectee are on the same terms and b) conditions for the residual period of this Agreement as existed in respect of the Corporation under the original Agreement and the other Project Documents executed between the First Party and the Corporation; and

The Proposal shall contain the particulars and information in respect of the Selectee the data and information as the First Party may 7.2 reasonably require.

The Proposal shall be accompanied by an irrevocable and unconditional undertaking by the Selectee that it shall, upon approval by the First 7.3 Party of the Proposal:

observe, comply, perform and fulfill the terms, conditions and covenants of this Agreement and all Project Documents executed between Corporation and the First Party or a new power purchase agreement or respective Project Document (in the case of the novation thereof), a) which according to the terms therein are required to be observed, complied with, performed and fulfilled by the Corporation, as if such Selectee was the Corporation originally named under this Agreement; or the respective Project Document; and

be liable for and shall assume, discharge and pay the Total Debt Amount or then outstanding dues to the Lenders under and in accordance b) with the Financing Agreements or in any other manner agreed to by the Lenders and the First Party as if such Selectee was the Corporation originally named under such Financing Agreements.

At any time prior to taking a decision in respect of the Proposal received under clause 7.1, the First Party may require the Lender / Lenders’ 7.4 Representative to satisfy it as to the eligibility of the Selectee. The decision of the First Party as to acceptance or rejection of the Selectee, shall be made reasonably and when made shall be final, conclusive and binding on the Parties.

7.5 Such decision shall be made by the First Party at their reasonably exercised discretion within seven (7) days of:

a) the date of receipt of the Proposal by the First Party; or

the date when the last of further and other information and clarifications in respect of any data, particulars or information included in the b) Proposal requested by the First Party under clause 7.2 above is received; whichever is later.

Notwithstanding anything to the contrary mentioned in this Agreement, the approval of the First Party for the select shall not be withheld in case the Corporation meets the mentioned in clause 6.1.

7.6 Upon approval of the Proposal and the Selectee by the First Party, the Selectee mentioned in the Proposal shall become the Selectee.

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Following the rejection of a Proposal, the Lenders and/or the Lenders’ Representative shall have the right to submit a fresh Proposal, 7.7 proposing another Selectee. The provisions of this schedule shall apply mutatis mutandis to such fresh Proposal.

The substitution of the Corporation by the Selectee shall be deemed to be complete upon the Selectee executing all necessary documents and writings with or in favour of the Corporation, First Party and the Lenders so as to give full effect to the terms and conditions of the 7.8 substitution, subject to which the Selectee has been accepted by the Lenders and the First Party and upon transfer of ownership and complete possession of the Project by the First Party or the Corporation, as the case may be, to the Selectee. The First Party shall novate all the Project Documents, which they had entered in to with the Corporation in order to make the substitution of the Corporation by the Selectee effective.

Upon the substitution becoming effective pursuant to sub-clause 7.8 above, all the rights of the Corporation under this Agreement shall cease 7.9 to exist:

Provided that, nothing contained in this sub-clause shall prejudice any pending/subsisting claims of the Corporation against the First Party or any claim of the First Party against the erstwhile Corporation or the Selectee.

The Selectee shall, subject to the terms and conditions of the substitution, have a period of ninety (90) days to rectify any breach and / or 7.10default of the Corporation subsisting on the date of substitution and required to be rectified and shall incur the liability or consequence on account of any previous breach and / or default of the Corporation.

The decision of the Lenders and the First Party in the selection of the Selectee shall be final and binding on the Corporation and shall be 7.11deemed to have been made with the concurrence of the Corporation. The Corporation expressly waives all rights to object or to challenge such selection and appointment of the Selectee on any ground whatsoever.

All actions of the Lenders’ Representative hereunder shall be deemed to be on behalf of the Lenders and shall be binding upon them. The Lenders’ Representative shall be authorized to receive payment of compensation and any other payments, including the consideration for 7.12 transfer, if any, in accordance with the Proposal and the Financing Agreements and shall be bound to give valid discharge on behalf of all the Lenders.

8. Corporation’s Waiver

The Corporation irrevocably agrees and consents to any actions of the Lenders, the Lender’s Representative and the First Party or exercise 8.1 of their rights under and in accordance with these terms.

The Corporation irrevocably agrees and consents that from the date specified in clause 7.9, it shall cease to have any rights under this 8.2 Agreement or the Financing Agreements.

The Corporation warrants and covenants that any agreement entered into by the Corporation, in relation to the Project, shall include a legally enforceable clause providing for automatic novation of such agreement in favour of the Selectee, at the option of the Lenders or the First 8.3 Party. The Corporation further warrants and covenants that, in respect of any agreements which have already been executed in relation to the Project and which lack a legally enforceable clause providing for automatic novation of such agreement, the First Party shall procure an amendment in the concluded agreement to incorporate such clause.

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9. Interim Protection

9.1 Appointment of a Receiver

In every case of the Lenders issuing a Substitution Notice and the First Party refusing to take over the Project and the Corporation failing to operate the Project in accordance with clause 4 (c) above and the First Party not electing to act as Receiver as per sub-clause 9.1 (b) a) hereof, the Lenders may institute protective legal proceedings for appointment of a receiver (the “Receiver”) to maintain, preserve and protect the assets held as security by the Lenders if such right is granted under the terms of the Financing Agreements.

Provided that in event of the First Party refusing to take over the Project and the Corporation failing to operate the Project in accordance with clause 4 (c) above, and if the assets of the Project are, in the opinion of the First Party, necessary and required for the operation and maintenance of the Project, the First Party shall be entitled to elect to act as the Receiver for the purposes of this clause and be entitled b) to maintain, preserve and protect the said assets by engaging an operator/service provider to act on their behalf and the Lenders and Corporation hereby consent and agree to the same. Upon the First Party so intimating the Corporation and the Lender’s representative their desire to act as Receiver, the Corporation and the Lender’s representative shall co-operate with the First Party to facilitate the same.

Upon appointment of the Court appointed Receiver or the First Party acting as Receiver, all the Receivables received by such Receiver shall be deposited by the Receiver in the bank account jointly designated by the First Party and the Lenders. The Receiver shall be c) responsible for protecting the assets in receivership and shall render a true and proper account of the receivership to the lenders in accordance with the terms of its appointment.

When acting as a Receiver or operator in accordance with this Article 9 or clause 4 (b), the First Party shall be entitled to be remunerated for such services as may be determined by Central Electricity Regulatory Commission. Furthermore, when acting as a Receiver, the First d) Party shall not be liable to the Lenders, the Lenders’ Representative, Corporation or any third party for any default under this Agreement, damage or loss to the Power Station or for any other reason whatsoever, except for willful default of the First Party.

10. Change in the First Party or Lenders

The Parties hereto acknowledge that during the subsistence of this Agreement, it is possible that the First Party may cease to be a party to this Agreement by reason of termination of this Agreement and any Lender may cease to remain as a Lender by reason of repayment of the debt or otherwise. Further it may possible that any Lender may be substituted or a new Lender may be added. In the event of any First Party ceasing to be a party to this Agreement or Financing Agreement respectively, the term and conditions as prescribed in this Schedule shall cease to automatically apply to such First Party or Lender as the case may be. Further, upon any entity being added as a Lender and in the event such entity is given the right to substitute the Corporation under the Financing Agreement and then the contents of this Schedule shall be applicable to the exercise of such right by the said new entity.

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SCHEDULE XI INTEGRATED MSW-ENERGY COMPLEX SCHEMATIC

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SCHEDULE XII DETAILED PROJECT REPORT ON THE IMPLEMENTATION OF A WASTE TO ENERGY COMPLEX IN MORONI, AUTONOMOUS ISLAND OF GRANDE COMORE

Refer to: http://www.biocrudetech.com/portal/index.php?option=com_docman&task=cat_view&gid=178&Itemid=54

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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the inclusion in this Registration Statement on Form S-1 (Amendment No. 4) of our report dated May 25, 2017 relating to BioCrude Technologies USA, Inc.’s consolidated financial statements as of December 31, 2016 and 2015 and for the years then ended. We also consent to the reference to our firm under the heading "Experts" appearing therein.

/s/ GBH CPAs, PC

GBH CPAs, PC www.gbhcpas.com Houston, Texas

June 28, 2017

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document June 28, 2017 Pamela Long Assistant Director Asia Timmons-Pierce Staff Attorney Dale Welcome Staff Accountant John Cash Accounting Branch Chief

Re: BioCrude Technologies USA, Inc. Amendment No. 3 to Registration Statement on Form S-1 Filed May 26, 2017 File No. 333-214853

Dear Ms. Long:

This letter is in response to your comment letter of June 26, 2017. Dilution, page 13 1. Please revise the first sentence to refer to the net tangible book value as of March 31, 2017.

Response: The registration statement has been revised to reflect the aforesaid.

Material Agreements, page 31 2. We note that you have filed certain pages of your material agreements as Exhibit 10.8. Please file each agreement in its entirety with your next amendment as a separate exhibit. Please note that the cover page and signature page of each agreement should be filed together along with the body of the agreement as one exhibit. For example, we note that the Power Purchase Agreement cover page and signature page is included as part of Exhibit 10.8 and as exhibit 10.13, while the body of the agreement is included as Exhibit 10.13.1. Please revise your reference to these exhibits on page 32 in paragraph three to describe their material terms, rather than to refer investors to information outside of the prospectus. Please note that your request confidential treatment pursuant to Rule 406 of the Securities Act should refer to the specific exhibit for which you are seeking confidential treatment. Response:

For clarity purposes, exhibit 10.8 [Material Agreement “Summaries” (Deed of Assignment pursuant to a Private-Public Partnership (PPP), Concession Agreements & Power Purchase Agreement (PPA)] which represents summaries of the aforesaid engagement agreements by and between the Governmental Authorities of the Grande Comore and BioCrude, has been removed as an exhibit and the “Material Agreement “Summaries” have been placed within the body of the prospectus (Section: Material Agreements; Sub-section: Summaries of Material Terms of Agreements).

The Material Agreements (Deed of Assignment pursuant to a Public-Private Partnership (PPP), the Power Purchase Agreement (PPA), and the MSW, Land and Supply of Treated Effluent Concession Agreements) have been filed redacted (excerpts privy to Company) in accordance to the FOIA Confidential Treatment Request (CTR) pursuant to Rule 406 of the Securities Act, and are referenced as exhibits 10.11, 10.12 and 10.13, respectively (the exhibit index has been updated and referenced accordingly). The aforesaid agreements have been filed as well with the Office of the Secretary of the United States Securities and Exchange Commission (SEC). A separate request was made for each contract.

The registration statement has been revised to reflect and/or incorporate all of the aforesaid.

Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 34

3. Please revise the first paragraph to refer to your audited financial statements as of December 31, 2016.

Response: The registration statement has been revised to reflect all of the aforesaid.

Very truly yours,

/s/ John Moukas, President BioCrude Technologies USA, Inc.