ESCO

FirstLegalQuestionnaire

<ESCO>

CHECKLIST
for

Legal Due Diligence

Set forth below is a summary of the key due diligence issues, detailed data about which must be gathered by <ESCO> about each Company as a separate customer: 1. General information, relating to the activities and the organization of each <ESCO> Customer as a Company with emphasis on the following: When was the Company founded? What is the Company full legal name? Under what legal form was the Company organized? What is the Company registration number? What is the legal address of the Company? What are the names and the addresses of the Companys main shareholders? Statute of the Company purpose and term of its existence. Does the Company have any specific regulations, concerning its major activities that may be relevant to the activities of <ESCO> in the sphere of implementation of Energy Conservation Measures (ECMs) on its premises?

2. Review of the legal status of the company as a legal entity, including the status of each of its ingredients (such as branches, subsidiaries, affiliates etc. whether as separate legal entities or not): Please, list the names of all societies, companies, partnerships, subsidiaries, affiliates, joint ventures and other entities, in which shares or interests are held by the Company and details of their legal form, date of their establishment and type of their business, and percentage of the capital, held by the Company. Does the Company have links with any other holding group(s) or with any other kind of Mother Company (-ies)?

ESCO

FirstLegalQuestionnaire

General Meeting convocation, quorum, powers, majorities for decision making (i) simple majority, (ii) qualified majority and (iii) unanimity. Minority shareholders rights: (i) absolute minority shareholders rights; (ii) right to veto and (iii) minority shareholders rights of the state. Board of Directors managing and supervisory board meetings, convocation, quorum, powers. Members of the board procedures for electing or appointing them and details of their term of office. Liability of board members for damages, caused to the Company. Requirements to the Board members. Quorum and majorities for decision taking by the Board. Executive Director(s) powers, term of office. Ways for special delegation of powers. Copies of the most recent Foundation documents: Charter of the Company; Foundation Agreement; Articles of Association; Minutes of Shareholders Meetings, closely related to changes in the corporate structure and management system, etc. Charter capital, classes of shares (common and preferred) and number of shares issued in each class. Are shares in each category voting or non-voting and what is the number of voting and non-voting shares per category? Are shares paid up in full or in part and were they paid in cash or in kind? Are there any shares for barter and what is the percentage of shares for cash and what is the percentage for barter? Details of capital changes since the establishment of the Company; transferability of the shares and temporary certificates; procedures for capital increase/decrease; dividends. Have any shares been issued below par value? Please, supply a copy of the Shareholders Register, containing the identity of all share holders and the number and type of shares held per shareholder. How is the Register kept (electronic, paper)? Have any claims been received from shareholders in relation to the maintenance of the Register? Do shareholders give notice to the holder of the Register of shareholders in the event of sales or purchases of Company shares?

ESCO

FirstLegalQuestionnaire

Please, provide details of any limits concerning the participation of foreign legal entities in the charter capital of the Company. Please, provide details of any agreements or arrangements between shareholders or between: (i) the Company and (ii) a shareholder in the Company (or any person who has any kind of interest in the Companys shares, including as a nominee, agent, principal, affiliate), which concerns: a) the management of the companys business; b) voting at shareholders meetings, meetings of the Board of Directors and meetings of the Management of the Company; c) the appointment or removal of directors or members of the management of the Company; d) the ownership, or the transfer of ownership or the leasing out of any assets of the company; e) the provision, supply or purchase of finance, goods or services to, by or from the Company; f) the Companys charter capital and share rights, such as restrictions concerning the transfer of shares. Please, provide copies of such agreements. Does any director represent a particular block of shares? Please, provide details of any options, security, pledge or other rights or similar transactions existing in connection with the Company shares.

3. Permits and Licenses: Permits, licenses, consents, approvals, authorizations, certificates, applications, registrations and declarations, required to be issued to or made in respect of the Company in connection with its major business activities. Please, include any such permissions required by the regional or local authorities. Key permits, regulations, consents, approvals, authorizations, certificates, applications, registrations and declarations relating to the implementation of Energy Conservation Measures at the Premises of the company availability and ways to be obtained from the respective public authorities and other administrative bodies.

4. Legal aspects of tax and accounting issues: Does the Company have a proper tax registration? Is the Company involved in any current tax disputes and/or tax litigation?

5. Analysis of the real estate poperty of the Company: Please, provide details of the major immovable property (land, industrial buildings, apartment buildings, cottages, etc.) that is owned, leased, used or occupied by the Company, including its description.

ESCO

FirstLegalQuestionnaire

Please, distinguish the property owned by the Company from property leased from or to a third party and indicate any security interest granted in such property. Please, provide copies of all Companys contracts and deeds relating to th e acquisition or disposal of major immovable assets during the last three years, including any disputes, outstanding liabilities (e.g. deferred payment of purchase price) or other continuing issues in relation to that sale or purchase. Please, provide copies of all Companys preliminary contracts for transfer of property rights. Please, provide details about the limited property rights (such as: right to construct, right to use, etc.), granted to or by the Company. Please, provide copies of pledges and mortgages on the companys property any relevant Collateral Agreements and their verification issued by a Notary Office. What is the status of the expropriated real estate property (if any) please, describe the effective and expected claims related to it and attach a list of the plaintiffs and the legal grounds for their claims; Please, provide details of the major movable property (equipment, vehicles, etc.) that is owned, leased or used by the Company, including its description. Please, distinguish the movable property owned by the Company from property leased from or to a third party and indicate any security interest granted in such property. Do the terms of any lease under any circumstances allow for the buy out of the property by or from the Company? If so, please supply copies of relevant financial lease agreements. What rental payments are due or expected to be paid in the future, either to or from the Company? What is the property status of the existing machinery and equipment and the property status of the Companys production in terms of their availability and applicability as collateral that may secure companys obligations?

6. Analysis of the restitutional claims (if any): Are there any effective restitutional claims, related to the Company, its land and premises? What are the legal grounds on which the claimed property has been expropriated by the state? What are the legal grounds of the pending restitutional claims?

ESCO

FirstLegalQuestionnaire

7. Analysis of the intellectual property rights: Please, provide details of any intellectual property rights owned or used by the Company, including any patents or patent applications, trade marks, trade names, etc. Please, provide copies of any certificates, licenses and other arrangements, relevant to intellectual property rights, especially to those of them that are related to the implementation of ESCO type of projects.

8. Existing key agreements that may affect the activities of <ESCO>: Please, provide details of any insurance policies, including mandatory insurance, life insurance, medical insurance, fire insurance, property insurance of immovable and movable assets, together with details of any insurance policies and claims on insurance legal grounds. Please, provide details of any agency, management, lease, sale-purchase, distribution and/or other major agreements or arrangements entered into by the Company. Please, provide details of any agreements or arrangements restricting the trading activities of the Company, including the prices or conditions under which any materials of the Company are to be required. Has the Company entered into any barter agreements and if so, please provide details about them.

9. Analysis of companys indebtedness, including: Please, provide copies of any loan agreements for loans, received by the Company or given by the Company. Please, provide information about all guarantees and sureties, granted by the Company. Please, provide information about indemnities, other significant commitments and contingent liabilities, given by or in respect of the Company.

10. Litigation: Please, provide details about court cases in which the company acts as a plaintiff legal grounds of the claim; defendant; the stage of the case (i.e. pending at the first or second instance court, supervision); etc.

ESCO

FirstLegalQuestionnaire

Please, provide details about court cases in which the company acts as a defendant legal grounds of the claim; plaintiff; the stage of the case (i.e. pending at the first or second instance court, supervision); etc. Are there any writs of execution issued in favour of the Company and are there any execution procedures initiated by the Company? Are there any writs of execution issued against the Company and are there any execution procedures initiated against the Company?

11. Ecological characteristic and environmental issues: Does the project proposed by <ESCO> to the Company meet the ecological legislation and environmental regulations that the Company must comply with? What are the potential environmental concerns associated with the project and what is the general environmental impact from the implementation of the expected Energy Conservation Measures? Has the Company carried out any environmental audits and/or impact assessments for this particular project and who is the proper environmental contact person? What are the potential environmental liabilities, related to the implementation of the project and what kind of measures the Company may propose for environmental mitigation?