Makwind Ltd

1. The Landowner agrees that the Lessee shall be granted the exclusive rights to construct access roads, install and operate wind turbine electricity generating equipment, route the necessary grid connection cables, install switching and measuring gear, transformer stations, maintenance workshops and carry out all the required construction works necessary for installing and operating the wind farm on the land designated in the attached plan. The land leased will consist only of the access routes, building sites and the wind turbine base areas. The wind turbines and all of the ancillary equipment and buildings, remains the property of the Lessee.

2. The location of the wind turbines, the routing of the cables and the positioning of the substations and workshops will be detailed on a site plan, which on completion will form part of this agreement.

3. Under the terms of this agreement, the Landowner has a duty to declare all burdens on, attached to, and third party interests in the leased land forming part of this agreement.

4. The wind farm assets, including the wind turbines and all the ancillary equipment required to operate the wind farm may be used by the Wind Farm Operating Company as collateral and assigned to banks and finance institutions as security.

5. The Landowner and the Lessee agree, that in the event of the Wind Farm Operating Company party to this original Lease Agreement, for unforeseen legal reasons arising, being required to hand over the control of the Operating Company to a third party that that third party will assume all of the rights, assets and duties contained in this Lease Agreement.

§2 DURATION

1. The Land Lease Contract will take effect from the date of completion of this agreement, (signed and witnessed by both parties). The land and access as designated in §one will be immediately opened to the Wind Farm Development Company. In the event of the start of the wind farm development, (Planning application) etc being delayed by more than one year from completion of the Lease, both parties have the right of a no penalty withdrawal from this agreement.

2. The term of the Land Lease will be for Twenty-Five Years or the useful production life of the installed wind turbines, whichever is the greatest. The Lessee reserves the option to lengthen or shorten the term of the Land Lease to coincide with the useful technical life of the installed wind turbines.

§3 RENTAL

1. The Lessee agrees to pay the Landowner no less than Three Percent of the Gross Annual earnings (before tax) of the Wind Farm in the form of rent for the use of the land by the Wind Farm Operator.

2. Payments will be calculated from the date of commissioning the first stage of energy production plant (wind turbines) installed.

3. The Landowner will receive an additional rental payment for each individual wind turbine in operation on the wind farm. These payments will be adjusted according to the spot value of ROC (Renewable Obligation Certificates).

4. Payments will be made in arrears during the calendar year following the end of the previous financial year.

5. The Landowner will have the option to take equity in the Wind Farm Operating Company or ROC as rental payment.

6. The Landowner will be paid reasonable financial compensation for the disruption of agricultural production during Wind Farm construction works and ongoing repair and maintenance work when the Wind Farm is operational.

§4 LANDOWNER OBLIGATION

1. The Landowner agrees, that if it is a statutory requirement of the local and national authorities, to countersign planning applications, declarations of intent, questionnaires and documentation necessary for developing and operating the wind farm, they will do so.

2. The Landowner guarantees rights of access to the Lessee and the Lessee's nominated subcontractors for the purpose of carrying out necessary work on the wind turbines and any ancillary equipment during the term of this lease.

3. The Landowner agrees not to erect, plant or allow third parties to create structures within the boundaries of the wind farm agreed in §1 of this agreement that may adversely interfere with the energy production capacity of the wind farm.

4. The Landowner, in the event of the land on which the wind farm is developed being offered for sale, agrees to include the terms and conditions of this lease as a legally binding non-negotiable burden or lien on the property.

§5 LESSEE OBLIGATION

1. The Lessee guarantees to install and maintain the wind turbines and ancillary equipment to the highest current technical standards.

2. The Lessee will be required to give the Landowner at least two weeks notice of works to be carried out during the development and operation of the wind farm.

3. The Lessee will replace top soil where necessary and practicable as soon as possible after completion of all building or excavation work.

4. The service supply lines etc installed on the land leased, may be rerouted if necessary after due consultation with the Landowner and at the expense of the Lessee who will then be responsible for keeping the modified equipment in good repair.

5. Where possible, the wind turbines and all of the ancillary wind farm equipment will be located where it will cause minimal disturbance to agricultural work.

6. The Lessee will provide adequate third party and public liability insurance cover concerning the wind farm development and operation that will include the Landowner risk of third party damage claims resulting from wind farm activities.

§6 TERMINATION

1. When the lease expires, the Lessee will reinstate the land, as far as it is possible and practicable, to its original state, with the option of allowing the power lines and services to remain in place.

2. During the last ten years of the lease, the Lessee guarantees to set aside a percentage of the gross annual income from each wind turbine as security for reinstating the land.

3. The Lessee guarantees to decommission the wind farm at the end of the lease agreement.

§7 HERITABLE RIGHTS

1. All of the legal rights and obligations agreed to in this contract between the Landowner and the Lessee shall be passed to their rightful heirs and successors, whosoever they may be.

§8 JURISDICTION

1. All legal matters and arguments appertaining to the content and conditions contained in this contract will be settled subject to the rules of the Scottish Legal System in force at the time.

§9 CONTRACTURAL CONDITIONS

1. The obligations of the Landowner and the Lessee will take effect from the date on which the following conditions have been fulfilled.

a. The Land Lease is registered at the Scottish Land Register.

b. All of the required consents and agreements necessary for the development and operation of the wind farm have been granted by the relevant bodies.

2. Changes and amendments to this agreement must be in written form, agreed and witnessed by both parties.

§10 EQUITY

1. The Landowner has the right to buy and own equity in the wind farm development and operating company.

§11 COSTS

1. The Lessee (the wind farm development and operating company) will be responsible for meeting all of the costs incurred during setting up and running the wind farm, eg. planning applications, consultations, operating consents and connections.

§12 ARBITRATION

1. Should any item or items contained in this agreement be mutually judged by the signatory parties to be unworkable, the rest of the agreement will remain in force unaltered. The signatories guarantee to strive together for solutions that will enable their common goals, (the development and operation of the wind farm), to be achieved.

2. Both parties agree to replace unworkable items or loopholes that may arise in this agreement with amendments or corrections that come closest to achieving the context and meaning that the parties originally wished to express and expedite under the terms of this contract.

E&OE.

Signed: Landowner, Witness.
Date.

Signed: Lessee, Witness.
Date.