CORPORATE GUARANTEE

THIS DEED of GUARANTEE (the “Guarantee”) is made on this day of

5th Day of October 2017 (the “Effective Date”),
BY:
XXXXXXXXXxZESA Holdings, whose principal place of business is at
Electricity Centre, 25 Samora Machel Avanue, HARARE (the “Guarantor”)
IN FAVOR OF:
YYYYYYYYYYyEngelec Zimbabwe (Private) Limited (“ZETDC”), whose
principal place of business is situate at 22 Leyland Road,
Ardbennieyyyyyyyyyyy, Harare, Zimbabwe(“ENGELEC”).

WHEREAS, PPPPPPP ENGELEC has entered into a contract for the design,
supply, delivery, installation and commissioning of Meter Data Management
System (MDMS) and associated Accessories as appears in Contract No.
ZETDC/03/2016 (“the Project”) 】 with ZETDC YYYY (the “Buyer”) on 01
September 2017 (as may be amended, modified, supplemented and novated
from time to time, the “Supply Contract”);

THEREFORE, in order to ensure that the Buyer will duly perform its
obligations in accordance with the terms and conditions of the Supply
Contract, the Guarantor hereby issues this Guarantee to guarantee to
ENGELEC CCCCCC the due and punctual payment of all payment
obligations of the Buyer under the Supply Contract (the “Liability”) and
hereby undertakes and agrees as follows:

1. Guarantee. The Guarantor:

1.1 Notwithstanding any other clauses herein, ZESACCCCCCCC
guarantees that if Zimbabwe Electricity Transmission & Distribution
Company (Private) Limited fails to repay EngelecP ,
ZesaCCCCCCCC irrevocably and unconditionally guarantees
ENGELECCCCCCCCC the punctual and full performance by the
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 Buyer of the Liabilities due and owing to EngelecCCCCCCCC; and
1.2 Undertakes with ENGELECCCCCCCCC that if the Buyer fails to
perform or observe any Liability when due, the Guarantor shall pay to
ENGELECCCCCCCCC such Liability promptly upon demand;
1.3 Indemnify the Beneficiary against any loss, cost, expense, damages
or liability suffered or incurred by it (including, without limitation, court
costs and reasonable legal fees) as a result of any Liabilities due to
EngelecCCCCCCCC or not being satisfied in full by reason of any
breach by the Guarantor of any of the Liabilities due to
EngelecCCCCCCCC.

2. Demand and payment. In the event that the Buyer, after demand, fails to
perform or observe any Liability when due, ENGELECCCCCCCCC is
entitled to send a demand to the Guarantor for the amount which is due to
be paid under the Supply Contract and within seven (7) calendar days of
the receipt of such demand, the Guarantor shall make payment of the
amount which is demanded.

3. Immediate recourse. The Guarantor waives any right it may have of first
requiring ENGELECCCCCCCCC to proceed against or enforce any other
rights or remedies in respect of the Liabilities from any person other than
the Buyer before claiming from the Guarantor under this Guarantee. This
waiver applies irrespective of any provision of the Supply Contract
stipulating to the contrary.

4. Waiver of defense. Neither the obligations of the Guarantor contained in

this Guarantee nor the rights, powers and remedies conferred upon
ENGELECCCCCCCCC by this Guarantee or by law shall be discharged,
impaired or otherwise affected by:
4.1 the winding-up, dissolution, administration or re-organisation of the

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 Buyer or change in the status, function, shareholding or control of the
Buyer save to the extent permitted by law,
4.2 any time or other indulgence being granted or agreed to or with the
Buyer in respect of the Liabilities or any security held by
ENGELECCCCCCCCC in respect thereof;
4.3 any amendment to, or any variation, waiver or release of, the
Liabilities or any of them or any security held by
ENGELECCCCCCCCC in respect thereof;
4.4 any total or partial failure to take or perfect any security proposed to
be taken in respect of the Liabilities or any of them;
4.5 any total or partial failure to realise the value of, or any release,
discharge, exchange or substitution of, any security held by
ENGELECCCCCCCCC in respect of the Liabilities or any of them.

5. Payment. Except to the extent required by law, any payment made by the
Guarantor to ENGELECCCCCCCCC under this Guarantee shall be made
without any set-off or counterclaim, and free and clear of and without
deduction for or on account of tax unless the Guarantor is required to
make such payment subject to the deduction or withholding of tax, in
which case the sum payable by the Guarantor in respect of which such
deduction or withholding is required to be made shall be increased to the
extent necessary to ensure that, after the making of the required deduction
or withholding, ENGELECCCCCCCCC receives and retains (free from any
liability in respect of any such deduction or withholding) a net sum equal to
the sum which it would have received and so retained had no such
deduction or withholding been made or required to be made.

6. Any payment made by the Guarantor under this Guarantee shall be paid
by wire transfer of such amounts in immediately available funds
denominated in United States Dollars or the prescribed legal tender or in

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 other currency as agreed in writing by the parties to
ENGELECCCCCCCCC, at such place and to such account as
ENGELECCCCCCCCC shall designate in the demand to the Guarantor.
Notwithstanding the foregoing, in any event the amount payable by the
Guarantor to ENGELECCCCCCCCC under this Guarantee shall not
exceed the Liabilities unless default interest over the delay amount is
charged in accordance with this Guarantee.

7. Costs and Expenses. The Guarantor shall pay all related local stamp,
registration and other taxes in connection with this Guarantee.
8. No waiver. No failure by ENGELECCCCCCCCC to exercise, or any delay
by ENGELECCCCCCCCC in exercising any right or remedy under this
Guarantee shall operate as a waiver thereof nor shall any single or partial
exercise of any such right or remedy prevent any further or other exercise
thereof or the exercise of any other such right or remedy. The rights and
remedies provided in this Guarantee are cumulative and not exclusive of
any rights or remedies provided by law.

9. Assignment. This Guarantee shall be for the sole benefit of

EngelecCCCCCCCC, its respective lawful successors and assignees.
EngelecCCCCCCCC may not assign or transfer any of its rights under this
Guarantee with a prior notice to the Guarantor. The rights and obligations
of the Guarantor under this Guarantee are not assignable or transferable
and the Guarantor shall not purport to assign or transfer any or all such
rights or obligations.

10. Notice. Each communication to be made under this Guarantee shall be

made in writing by letter, fax or electronic mail. Any notice, demand or
communication sent by ENGELECCCCCCCCC to the Guarantor pursuant
to this Guarantee shall be made or delivered to the Guarantor at the

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 following address or fax number or electronic mail address (unless
ENGELECCCCCCCCC is otherwise informed by the Guarantor at least
ten days in advance for any changes):
Address: 25 Samora Machel Avenue
Email: echikwenhere@zesaCCCCCCCC.co.zw
Telephone No: +263 4 758369
Fax No: +263 4 758369
Attn: Mr. E. T. Chikwenhere
and shall be deemed to have been effectively made or delivered if (a) sent
by fax, at the time shown on the transmission report as being successfully
sent, (b) delivered personally, at the time it is lodged at that address, (c)
sent by post, 5 days after posting, and (d) sent by email, at the time it is
sent.

11. Effectiveness. This Guarantee shall come into force from the Effective
Date and shall remain in full force and effect until all outstanding payment
obligations of the Buyer under the Supply Contract have been fully made
or otherwise irrevocably and unconditionally discharged in full.

12. Governing law. This Guarantee shall be governed and construed in

accordance with the laws of Zimbabwe without giving effect to its conflict
of law rules.

13. Arbitration. All disputes arising from the execution of, or in connection with
this Guarantee shall be settled through friendly consultation between the
Guarantor and ENGELECCCCCCCCC. In case no such settlement can be
reached through consultation, the dispute shall be finally settled under the
Commercial Arbitration Centre of Zimbabwe in terms of the Arbitration Act
[Cap 7:05]. The venue of Arbitration shall be in Harare and the number of
arbitrators shall be three. The arbitral award shall be final and binding on

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 the parties, who hereby waive any right to any form of appeal to any court
of law on the substance of the award and to the extent permitted by
applicable law.

14. Waiver of immunity. To the extent that the Guarantor may claim for itself or
its assets or revenues immunity from suit, execution, attachment (whether
in aid of execution, before judgment or otherwise) or other legal process
and to the extent that there may be such immunity attributed to itself, its
assets or revenues (whether or not claimed), the Guarantor irrevocably
agrees not to claim, and irrevocably waives, such immunity to the full
extent permitted by the laws of Zimbabwe. The Guarantor also consents
generally in respect of the enforcement of any judgment or award against
it in any such proceedings in any jurisdiction to the giving of any relief or
the issue of any process in connection with such proceedings or this
Guarantee or any of the transactions contemplated hereby or hereunder.

This Guarantee has been signed and executed as a deed by the Guarantor
and is intended to be and is hereby delivered by it as a deed on the date
specified above.

Executed and Delivered as a Deed

By and on behalf of ZesaCCCCCCCC Holdings (Private) Limited

Signature
Name:
Title:

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_____________________
Signature _____________
Name:
Title:

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