Kallo Inc. (Form: 8-K, Received: 08/10/2020 15:05:21)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): August 5, 2020

KALLO, INC.

_________________________

(Exact Name of Registrant as Specified in Charter)

Nevada	000-53183	98-0542529
(State of Incorporation)	(Commission File No.)	(I.R.S. Employers Identification Number

255 Duncan Mills Road, Suite 504, Toronto, Canada M3B 3H9

(Address of Principal Executive Office)

Registrant's telephone number including area code: (416) 246-9997

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the exchange Act (17 CFR 240.13e-4(c)).

As used herein, the term “we,” “us,” “our,” and the “Company” refers to Kallo, Inc. a Nevada corporation.

MATTER OF FORWARD-LOOKING STATEMENTS

THIS FORM 8-K CONTAINS "FORWARD-LOOKING STATEMENTS" THAT CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING WORDS SUCH AS "BELIEVES," "EXPECTS," "MAY," "WILL," "SHOULD," OR "ANTICIPATES," OR THE NEGATIVE OF THESE WORDS OR OTHER VARIATIONS OF THESE WORDS OR COMPARABLE WORDS, OR BY DISCUSSIONS OF PLANS OR STRATEGY THAT INVOLVE RISKS AND UNCERTAINTIES. MANAGEMENT WISHES TO CAUTION THE READER THAT THESE FORWARD-LOOKING STATEMENTS, INCLUDING, BUT NOT LIMITED TO, STATEMENTS REGARDING THE COMPANY’S MARKETING PLANS, GOALS, COMPETITIVE AND TECHNOLOGY TRENDS AND OTHER MATTERS THAT ARE NOT HISTORICAL FACTS ARE ONLY PREDICTIONS. NO ASSURANCES CAN BE GIVEN THAT SUCH PREDICTIONS WILL PROVE CORRECT OR THAT THE ANTICIPATED FUTURE RESULTS WILL BE ACHIEVED. ACTUAL EVENTS OR RESULTS MAY DIFFER MATERIALLY EITHER BECAUSE ONE OR MORE PREDICTIONS PROVE TO BE ERRONEOUS OR AS A RESULT OF OTHER RISKS FACING THE COMPANY. FORWARD-LOOKING STATEMENTS SHOULD BE READ IN LIGHT OF THE CAUTIONARY STATEMENTS. THE RISKS INCLUDE, BUT ARE NOT LIMITED TO, THE RISKS ASSOCIATED WITH AN EARLY-STAGE COMPANY THAT HAS ONLY A LIMITED HISTORY OF OPERATIONS, THE COMPARATIVELY LIMITED FINANCIAL AND MANAGERIAL RESOURCES OF THE COMPANY, THE CURRENT AND UNPREDECENTED GLOBAL COVID-19 VIRUS CONDITIONS THAT DIRECTLY AND ADVERSELY HAVE HAD A SERIOUS NEGATIVE IMPACT UPON THE COMPANY AND ITS PLANS AND WILL LIKELY CONTINUE TO HAVE THAT IMPACT FOR THE FORESEEABLE FUTURE, THE INTENSE COMPETITION THE COMPANY FACES FROM OTHER ESTABLISHED COMPETITORS, TECHNOLOGICAL CHANGES THAT MAY LIMIT THE ABILITY OF THE COMPANY TO MARKET AND SELL ITS PRODUCTS AND SERVICES OR ADVERSELY IMPACT THE PRICING OF OUR PRODUCTS AND SERVICES, AND MANAGEMENT THAT HAS ONLY LIMITED EXPERIENCE IN DEVELOPING SYSTEMS AND MANAGEMENT PRACTICES. ANY ONE OR MORE OF THESE OR OTHER RISKS COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE FUTURE RESULTS INDICATED, EXPRESSED, OR IMPLIED IN SUCH FORWARD-LOOKING STATEMENTS. FURTHER, THERE CAN BE NO ASSURANCE THAT WE WILL ACHIEVE ANY OF THE OBJECTIVES OF THE AGREEMENT THAT WE ENTERED INTO INVOLVING PLANS AND INVESTMENT IN THE REPUBLIC OF GHANA. ANY FINANCIAL TRANSACTIONS IN ANY FOREIGN COUNTRY INVOLVES SERIOUS AND CONSEQUENTIAL LEGAL RISKS AND UNCERTAINTIES OVER WHICH WE HAVE NO CONTROL. WE MAY DISCOVER THAT ONE OR MORE OF THE PARTIES TO ANY AGREEMENT THAT WE ENTER INTO (AND/OR THEIR SUB-CONTRACTORS), CLAIM THAT BECAUSE OF A FORCE MAJEURE, THEY HAVE NO OBLIGATION TO RENDER ANY PERFORMANCE UNDER ANY OR MORE OF THE CONTRACTS. WE UNDERTAKE NO OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENT TO REFLECT EVENTS, CIRCUMSTANCES, OR NEW INFORMATION AFTER THE DATE OF THIS FORM 8-K OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED OR OTHER SUBSEQUENT EVENTS.

Item 1.01 Entry into a Material Definitive Contract.

We have been informed by Techno-Investment Module, Ltd., a corporation domiciled in the Republic of Belarus (“TIM”) that the two agreements that we submitted to TIM and the Republic of Kenya, namely, the Project Contract and the Finance Contract became effective.

These two contracts were the result of the discussions and negotiations that we have had with TIM and the Republic of Kenya to help them build, if circumstances allow and if problems in the COVID-19 current uncertain environment can be successfully avoided, phase one of a planned National Healthcare Infrastructure in the Republic of Kenya.

We have been working closely with the Cabinet Secretary of the Department of Health and the Cabinet Secretary of the National Treasury and Planning (jointly as the “Health and Planning Departments”) to determine how the Kallo Integrated Delivery System (KIDS) may be utilized so that if circumstances allow and if problems in the current uncertain environment can be successfully avoided, to help address Kenya’s healthcare infrastructure needs and operational challenges. This work also included the preparation of a comprehensive financing package provided by TIM to assist the Republic of Kenya to better manage their health care services.

While we believe that our Kallo Integrated Delivery System (KIDS) may provide a comprehensive healthcare infrastructure in Kenya using both mobile clinics and fixed hospitals supported by what we hope may be a Global Telehealth System, we have not obtained any independent third party evaluation of its planned use in the Republic of Kenya.

In these efforts, we entered and the Republic of Kenya entered into that certain Contract for National Healthcare Projects (the “Project Contract”) wherein we agreed to provide certain healthcare goods and services to the Republic of Kenya. These services include establishing the KIDS infrastructure throughout the Republic of Kenya for the Contract Period and in consulting and assisting the Health and Planning Departments in managing KIDS. The Project Contract also requires and we agreed to certain twelve (12) month warranties such that all of the goods that we supply be new or unused, be free from defects, and also be the most recent or current models incorporating all recent improvements in design and materials unless otherwise allowed under the contract. We also agreed to indemnify and hold the Health and Planning Departments free from any claims asserting any infringement of any patents, copyrights, or other intellectual property rights. The Health and Planning Departments agreed that except for claims asserting criminal negligence or willful misconduct, that we will not be liable for any damages except that if we are found liable for any damages arising out of any criminal negligence or willful misconduct, our exposure is limited to the amount of the payments received by us under the Project Contract. In the event that we fail to perform any material obligations under the Project Contract, we have 90 days to cure any such default. We cannot assure you that we will not encounter significant technical and implementation problems that may prevent us from undertaking our planned work under the Project Contract. In that event, we will likely incur significant and protracted financial losses and negative cash flow that would cause us to suffer an existential threat to our corporate existence.

All payments to be made under the Project Contract during the Contract Period are to be paid directly to us by TIM. And we are obligated to deliver all goods under the Project Contract to the port of Mombasa, Kilindini Harbor, Kenya and to certain sites in Kenya.

The Project Contract is governed by and is interpreted under the laws of the Republic of Kenya. This raises additional uncertainty in that we have not undertaken or obtained any legal review of our rights under the Project Contract or retained local legal counsel to advise us regarding our rights under the laws of the Republic of Kenya. We may discover that under the laws of the Republic of Kenya, our legal rights are severely limited and, more than that, we cannot be certain that the rule of law and the administration of justice under these laws are sufficient to protect our legal rights and expectations as recited in the Project Contract, the Finance Contract, or both of them.

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Contemporaneous with the Project Contract, the Cabinet Secretary of the National Treasury and Planning of the Republic of Kenya (the “Borrower”) entered into that certain financing agreement (the “Finance Contract”) with TIM and us and wherein TIM agreed to extend funding to the Republic of Kenya under a financing line of up 1,068,932,543 Euros (the “Financing Line”) The term of the Finance Contract is twenty (20) years with a moratorium consisting of the first three (3) years during which the Republic of Kenya, as the Borrower is not obligated to pay any interest or principal to TIM.

In accordance with the Finance Contract, we may receive up to four payments of 40,261,253 Euros in consideration for the goods and services that we are to provide under the Project Contract. However and given COVID-19 and the current uncertain environment, we face significant risks and uncertainties that may prevent the implementation of the Project Contract, the Finance Contract, and both of them.

The Finance Contract was entered into between us, the Republic of Kenya and TIM. TIM is a corporation domiciled in Belarus with offices in Belarus. Under the Finance Contract, TIM is to provide the financing to the Republic of Kenya (as the “Borrower”) using the funds provided by TIM as a loan to the Borrower (the “Financing Line”). While we believe that the commitments made by TIM to the Republic of Kenya are valid and enforceable on the terms recited in the Finance Contract, we are aware that the Finance Contract is governed by the laws of Belarus and we have not retained any Belarus-licensed law firm to advise us and we have not received any legal advice from any Belarus-licensed law firm and do not anticipate retaining any such law firm or receiving such legal advice in the future. Moreover, we are aware that given recent events, we are aware that Belarus is currently the subject of significant political instability that could easily undermine our plans and resulting in the Republic of Kenya not receiving any funds from TIM. In that event, the Republic of Kenya would not receive any funds under the Financing Line and the contemplated Project Contract would very likely be terminated. In that context, all of the commitments by TIM to provide funds under the Finance Contract would likely become unenforceable and we would not derive any revenues or financial benefits directly or indirectly as a result of our efforts set forth above. Thus, and given the political history and recent political upheaval in Belarus, there can be no guarantee that the rule of law and the enforcement of contractual obligations (including, but not limited to, the Finance Contract) can be assured. We have no real ability to protect our legal interests with respect to the Project Contract, the Finance Contract, and both of them and there is a very high likelihood that we will not receive any payments from TIM or anyone as a result of the Finance Contract. In that event we will likely incur additional significant losses thereby.

In that respect and even without considering the recent political upheaval in Belarus, we cannot be certain of the extent of our rights under the Finance Contract and whether our rights as set forth in the Finance Contract are even enforceable. Moreover, we cannot be certain that the funds to be provided under the Financing Line will, in fact, be disbursed given the recent political upheaval in Belarus and the current COVID-19 uncertain environment. In the event that these funds are, in whole or in part, not disbursed or if other problems arise, we will very likely derive no financial benefits and we will very likely incur further significant losses thereby.

In the current COVID-19 uncertain environment the parties that we work with and who reside overseas, may encounter one or more difficulties or claim that they have encountered, directly or indirectly such difficulties with their sub-contractors or suppliers. On this basis, and using a Force Majeure argument, they escape all liability for their non-performance or materially defective performance of their contractual obligations. In that sense and particularly where any said non-performance or materially defective performance is claimed to be excused due to a Force Majeure, we are very likely to have no recourse or any other means to financially recover monies and expenditures that we have made in reliance upon the terms of any agreements that we have with any of these parties. In effect and in these and other instances, we are likely to incur significant financial losses and protracted and significant negative cash flow notwithstanding the original assurances that we receive from the counter-parties to the written agreements that we previously entered into with these parties.

The use of the Force Majeure argument to excuse contractual obligations has become, in the current COVID-19 uncertain environment and particularly in the context of commercial transactions involving counter-parties and/or suppliers or vendors outside of North America, a relatively common occurrence. As a result we cannot be certain that the Project Contract, the Finance Contract, or both of them will result in any financial benefit to the Company. More than that, we may incur significant and protracted losses, negative cash flow, or both as a result of the Project Contract, the Finance Contract or both of them. However, and notwithstanding these risks, in the event of any dispute that remains unresolved after twenty-eight (28) days, the Project Contract provides that dispute resolution (applying the laws of the Republic of Kenya) shall be undertaken under the Rules of Arbitration of the International Chamber of Commerce with venue in London, England. We have not, as of this date, retained legal counsel to represent us in London England and we have not received any advice from any law firm regarding the extent or enforceability of any rights that we may have whether under the Project Contract, the Finance Contract, or both of them. We may discover that all or certain rights that we believe that we may have are limited under the applicable laws of Belarus and this may cause us to incur significant and protracted losses thereby.

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Item 4.01 Changes in Registrant’s Certifying Accountant

On July 20, 2020 the Company completed telephone discussions with BF Borgers, Certified Public Accountants wherein the parties orally agreed that the Company would retain the services of BF Borgers, Certified Public Accountants to serve as the Company’s independent accountant in connection with the Company’s financial statements for the fiscal years following the Company’s fiscal years ending after December 31, 2017. While the Company has not entered into a written engagement agreement to engage BF Borgers, Certified Public Accountants to serve as the Company’s independent accountant, the Company is hopeful that it may do so in the future.

Risk Factors Related to the Agreement and Our Financial Condition

We believe that if we can entirely avoid the multitude of risks and uncertainties arising out of and underlying the transactions set forth in both the Project Contract and the Finance Contract and if otherwise the COVID-19 and the current uncertainties can be avoided without any substantial impact, we may be able to achieve the objectives of the Project Contract and the Finance Contract. However, we cannot assure you that we will successfully avoid the risks and uncertainties that we face in these agreements and the transactions underlying these agreements as well.

When we entered into the Project Contract and the Finance Contract, we believed that these agreements may offer us a first-ever opportunity to implement our contemplated corporate strategy to utilize our KIDS system in the Republic of Kenya. While we believe that TIM and the Republic of Kenya are capable and qualified parties, we cannot assure that we will achieve any of our goals or otherwise receive or obtain any financial benefits from the Project Contract, the Finance Contract, or both of them.

We may encounter significant and unanticipated problems in fulfilling our obligations under the Project Contract and if so, then the Project Contract (and possibly the Finance Contract) would likely require further amendment and clarifications to ensure that the rights and obligations of each party are more clearly memorialized so as to allow each of the parties a better understanding of the terms and conditions thereunder. However and in the context of these recent developments and the current uncertain environment of the COVID-19 and the global pandemic, we are even more persuaded that we may not achieve any of our objectives as set forth in the Agreement and we cannot assure you that we will realize or derive any revenues, profits or positive cash flow as a result of the Project Contract, the Finance Contract, or both of them.

As we have said previously, our stockholders are reminded that our business strategy involves significant risks and uncertainties over which we have little or no control. These risks and uncertainties are far higher today given the current uncertain environment of the COVID-19 and the global pandemic and we do not anticipate that these risks and uncertainties will decline in any material respect at any time in the foreseeable future.

Overall, we have no way to control or limit the many risks and significant uncertainties that we face in our contemplated work in the Republic of Kenya and we believe that the extent of the risks and uncertainties that we are facing as a party to any agreement or understanding involving foreign entities and those entities having operations in countries where current healthcare and disease prevention practices are dramatically below the healthcare and disease prevention practices found in the United States and Canada, are significantly higher and more uncertain than that which existed prior to March 2020 before the current global pandemic was recognized. As a result, we caution any reader of this Form 8-K that we cannot assure you that the Project Contract, the Finance Contract and both of them will result in any financial benefits for the Company at any time.

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However and in addition to the above, these risks include, but are not limited to, the risks set forth in our most recent Annual Report on Form 10-K under Item 1A together with the following:

We need to raise a significant amount of additional capital to support our current financial needs and the capital that we are likely to need if we are to fulfill our responsibilities under the Project Contract and otherwise conduct our business. At present we have not received any commitment from any capable and qualified third party to provide a sufficient amount of additional funds that will allow us to meet our current and projected needs and there can be no assurance that we will receive a sufficient amount of funds at any time in the near future or, if we do receive such funds, that the funds will be provided on reasonable terms and in sufficient amounts and on a timely basis given our current financial condition. If we are not successful in obtaining such funds, in sufficient amounts, on reasonable terms, and on a timely basis, any person who acquires our Common Stock, our Preferred Stock, or both of them, will likely lose their entire investment.

Holders of our Common Stock face an almost certain prospect of immediate and substantial dilution since even if a qualified and capable prospective investor were willing to assume the extraordinary risks involved in making an investment into our Company, existing investors would very likely suffer dilution in ownership, in destruction of the current book value per share, and the destruction of the extent of their voting rights that likely would be permanent and without recourse. Thus, any person who acquires our Common Stock should be prepared to lose all or substantially of their investment.

In the unlikely event that, pursuant to the Finance Contract, that any financial transactions were to occur, we face significant and inherent exposure to foreign exchange rate losses in connection with any revenues that we derive in receiving any such funds thereby. Currently, we do not have any ability to “hedge” against any foreign exchange risks and we have no present plans to undertake any such activity that would allow us to gain any ability to “hedge” against any such risks. As a result, any revenues or funds that we receive pursuant to the Finance Contract may, after giving effect to any exchange rates, be dramatically reduced with the result that we will incur significant and protracted losses and negative cash flow thereby.

Currently we are seriously delinquent in meeting our disclosure obligations under Section 13 of the Securities Exchange Act of 1934, as amended (the “1934 Act”). That is, we have not filed our Annual Report on Form 10-K for the 2018 fiscal year and we have not filed our three (3) Quarterly Reports on Form 10-Q for the first three (3) quarterly periods in fiscal 2019. More than that, there can be no assurance that we will obtain sufficient funds in the future that will allow us to eliminate our existing delinquencies and not incur additional delinquencies as well. Given these circumstances, we face a clear and certain high risk that the Securities and Exchange Commission could take adverse action against us to preclude further trading in our Common Stock. In that event, any person who acquires our Common Stock may be entirely unable to liquidate their investment. As a result, any person who acquires our Common Stock or our Preferred Stock should be prepared to lose their entire investment.

There is no continuous and liquid trading market for our Common Stock and there is no likelihood that any such trading market will ever develop or, if it does develop, that it can be sustained.

We have not achieved profitability, positive cash flow or both of them and there can be no assurance that we will ever achieve profitability, positive cash flow, or both of them in the future or if we do, that either or both of them can be sustained.

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We have no history of paying dividends on our Common Stock and given our lack of profitability and lack of positive cash flow, it is highly unlikely that we will ever be paying any dividends at any time in the near future.

We face significant operational risks in implementing the Project Contract given the nature of the parties to the Project Contract, the location of the assets used and deployed in the Republic of Kenya

We do not maintain any office or any managerial, legal, or other staff in Republic of Kenya, in Belarus or both of them and we have no present plans to do so. In the event of any dispute or issues that arise relating to or involving the Project Contract, the Finance Contract or both of them, our rights and obligations arising under these agreements or the subject matter thereof and the transactions underlying these agreements, or any or all of the above, may be very difficult or impossible to determine. In that event, we may discover that despite all of our efforts, we will likely incur additional costs and expenses with resulting and protracted significant losses thereby.

We have not received any independent third party evaluation of the Project Contract, the Finance Contract and the underlying transactions set forth in each of them and we have no present plans to secure any such evaluation. We may discover that notwithstanding our efforts that we expended to secure these agreements, the agreements may not be feasible for any one or more reasons. We are aware that many commercial transactions that were undertaken prior to the onset of the current and unanticipated global pandemic are now not feasible because of the dramatic changes resulting from the pandemic or other changes. In many cases, a party who does not perform their contractual duties, will successfully assert that they are excused due to the existence of Force Majeure. For this and many other reasons, we cannot assure you that we will ever expect to gain any financial or other benefits as a result of the Project Contract, the Finance Contract or both of them. As a result, we may incur further protracted losses and negative cash flow thereby with devastating consequential and existential impact on us and the holders of our Common Stock, Preferred Stock and debt instruments.

In the current unprecedented environment of COVID-19, we face even greater risks and uncertainties in undertaking any business venture particularly where the business that is to be conducted is located in a part of the world where healthcare and disease prevention is far below the standards found in Canada, the United States and Europe. As a result and to be clear, we strongly believe that our strategy of undertaking and establishing business ventures in the Republic of Kenya and in other similar locales faces significantly greater risks and uncertainties that may cause us to increase our financial losses and lead to further losses to stockholders who acquire our common stock, our preferred stock, and any other security that we may issue. All of our securities should be considered HIGH RISK investments. For these reasons, any person who seeks to acquire our securities should be prepared to lose all of their investment.

The Project Contract, the Finance Contract and the activities envisioned by each of them are similar to any new business venture and for this reason we face all the risks and uncertainties associated with starting a new business. All of our securities should be considered HIGH RISK investments. For these reasons and many others, holders of our Common Stock and holders of our Preferred Stock should understand that our Common Stock and our Preferred Stock should only be acquired by persons who can afford the total loss of their investment.

In the context of the COVID-19 current uncertain environment and the global pandemic, we are even more persuaded that we may not achieve any of our objectives as set forth in the Project Contract, the Finance Contract or both of them.

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Risk Factors Related to the Contracts and Our Financial Condition

While we have worked for over ten years to bring our Kallo Integrated Delivery System (KIDS) system to developing countries like Kenya, this is our first KIDS system contract that we have with any country. For that reason, we are aware of the following risks.

Risks Associated with a New Business. The Project Contract that we entered into with the Health and Planning Departments represents a new business and while we believe that this new business is a viable potential business that may offer us profitable business opportunities, we have not received any independent third party professional evaluation of this business venture and our planned operation in the Republic of Kenya. As a result, we may incur protracted and serious financial losses and any person holding the Company’s common stock could incur a total on their entire investment.

Limited Prior Evaluation of our KIDS System. While we believe that our KIDS system offers genuine potential in raising the level and quality of healthcare services in countries such as the Republic of Kenya, we have not conducted any tests or obtained any independent third party evaluation of the procedures, systems, or steps that we need to take to implement the KIDS system either in the Republic of Kenya or elsewhere. And while we believe that our KIDS system meets accepted standards for the delivery of healthcare services, it has never been utilized in any country and we have no record of its successful use anywhere. We may discover that one or more of our planned procedures, systems, or steps will require costly revisions or otherwise result in us incurring significant and protracted financial losses thereby.

No Prior Experience in Installation of KIDS System. While we believe that our KIDS system offers significant value in integrating a nationwide healthcare system in counties lacking such a system, we have no prior experience in installing, operating, or maintaining the KIDS system or any such a system in any country. As a result, we cannot assure you that we are able to achieve any financial success in conducting the business required in installing, operating or maintaining the KIDS system whether in the Republic of Kenya or elsewhere.

Likelihood of Financial Losses. Since we have no experience in establishing and operating the KIDS system as a nationwide system in any country and at any time previously, there can be no assurance that we can do so without incurring unacceptable losses that may result in the Company incurring unsustainable losses with the further result that any holder of the Company’s Common Stock could lose all of their investment.

Current Financial Condition. While we have not completed the preparation of our financial statements for the 2018, 2019, and the current year, our current financial condition is entirely precarious and we cannot assure you that we will remain a viable corporate entity or, for that matter, a public company and if we are not successful in meeting our current financial challenges, any person who acquires our common or preferred stock or any other debt or equity instrument that we have or will issue, is exposed to a high risk that they will lose all or substantially all of their investment. For these reasons anyone who acquires our securities should understand that our securities are HIGH RISK investments.

Status as a Delinquent Registrant. We are currently delinquent in meeting our obligations to file our quarterly reports on Form 10-Q and our Annual Reports on Form 10-K and we have been delinquent in fulfilling our obligations under Section 13(a) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) since about April 1, 2019. As a result, there is a clear risk that we may be subject to adverse action by the Securities and Exchange Commission that would result in a halt in the trading of our Common Stock with the consequence that all holders of our Common Stock (and all securities convertible or exchangeable into our Common Stock) would suffer the total loss of their investment.

Limited Protection of Our Rights. The business that we plan to conduct under the Healthcare Contract will be conducted primarily in the Republic of Kenya and all of our operations and all of our rights and obligations will be subject to the laws of the Republic of Kenya. And while the Healthcare Contract gives us the right to have arbitration conducted in Toronto, Canada, there can be no assurance that we can adequately protect our rights under the Healthcare Contract, under the Financing Agreement or otherwise. In that light, we are exposed to significant risks associated with conducting a business wherein the “rule of law” may be of limited value to us and the obligations and risks that we face directly and indirectly in the conduct of this proposed business.

Item 9. Exhibits.

Exhibit Number	Description
10.23	Project Contract
10.24	Finance Contract

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 6, 2020

	KALLO, INC.

	BY:	/s/ John Cecil
		John Cecil, Chief Executive Officer & Chief Financial Officer

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CONTRACT FOR NATIONAL HEALTHCARE PROJECTS

MINISTRY OF HEALTH

The Republic of KENYA

Ref# AF/KN/JUNE-2020/CRR-PC-000101

JUNE 25, 2020

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Table of Clauses

Section I. General Conditions of Contract	3
1. Parties to the Contract	3
2. Definitions	3
3. Contract Documents	4
4. Corrupt Practices	4
5. Interpretation	5
6. Language	6
7. Notices	6
8. Governing Law	7
9. Settlement of Disputes	7
10. Scope of Project	7
11. Delivery and Documents	7
12. Provider’s Responsibilities	8
13. Contract Price	8
14. Terms of Payment and Disbursements	8
15. Taxes and Duties	8
16. Copyright	9
17. Confidential Information	9
18. Subcontracting	10
19. Specification of Standards	10
20. Packing and Documents	10
21. Insurance	11
22. Transportation	11
23. Inspections and Tests	11
24. Warranty	12
25. Patent & Copyright Indemnity	12
26. Limitation of Liability	13
27. Change in Laws and Regulations	14
28. Force Majeure	14
29. Change Orders & Contract Amendments	14
30. Extensions of Time	15
31. Termination	15
32. Assignment	15
Section II. Special Conditions of Contract	16
Contract	19

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Section I. General Conditions of Contract

Parties to the Contract

1.1

The Purchaser is the Cabinet Secretary of Health, The Republic of Kenya, and Cabinet Secretary, The National Treasury & Planning, Republic of Kenya, The Republic of Kenya.

1.2

The Provider (Provider of Goods and Services) is Kallo Inc. USA, headquartered in Canada.

1.3

The Provider of the Finance line is Techno-Investment Module Ltd. (TIM LTD), headquartered in Minsk, Republic of Belarus.

1.4

The Place/Site and Country is the Republic of Kenya.

Definitions

2.1 The following words and expressions shall have the meanings hereby assigned to them:

(a)

“Contract” means the Agreement entered into between the Purchaser, the Provider, and the Provider of the Finance line, together with the Contract Documents referred to therein, including all attachments, appendices, and all documents incorporated by reference therein. In the event of a conflict between the terms of this Agreement and any other Contract Document, the terms of this Agreement shall prevail.

(b)

“Contract Documents” means the documents listed in the Agreement, including any amendments thereto.

(c)

“Contract Price” means the price payable to the Provider as specified in the Agreement, subject to such additions and adjustments thereto or deductions therefrom, as may be made pursuant to the Contract.

(d)

“Day” means calendar day.

(e)

“Delivery” means the transfer of ownership of the Goods from the Provider to the Purchaser in accordance with the terms and conditions set forth in the Contract.

(f)

“Completion” means the fulfillment of the Related Services by the Provider in accordance with the terms and conditions set forth in the Contract.

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(g)

“GCC” means the General Conditions of Contract.

(h)

“Goods” means all of the commodities, raw material, machinery and equipment, and/or other materials that the Provider is required to supply to the Purchaser under the Contract.

(i)

“Purchaser” means the entity purchasing the Goods and Related Services, as specified in the SCC.

(j)

“Related Services” means the services incidental to the supply of the Goods, such as insurance, installation, training and initial maintenance and other similar obligations of the Provider under the Contract.

(k)

“SCC” means the Special Conditions of Contract.

(l)

“Subcontractor” means any natural person, private or government entity, or a combination of the above, including its legal successors or permitted assigns, to whom any part of the Goods to be supplied or execution of any part of the Related Services is subcontracted by the Provider.

(m)

“Provider” means the natural person, private or government entity, or a combination of the above, whose Proposal to perform the Contract has been accepted by the Purchaser and is named as such in the Agreement, and includes the legal successors or permitted assigns of the Provider.

(n)

“The Site,” where applicable, means the place named in the SCC.

(o)

“Acceptance Testing” means testing to be conducted onsite to verify that all equipment is operating according to manufacturer specifications.

Contract Documents

3.1 Subject to the order of precedence set forth in the Agreement, all documents forming the Contract (and all parts thereof) are intended to be correlative, complementary, and mutually explanatory.

Corrupt Practices

4.1

The Government of Kenya (GOK) requires that all procurement entities as well as tenderers, suppliers, contractors and consultants participating in contracts financed from the public funds of the Republic of Kenya, adhere to the highest ethical

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standards, both during the proposing process and throughout the execution of such contracts. The list of definitions set forth below involves the most common types of corrupt practices, but is not exhaustive.

For this reason, the Public Procurement Authority will also consider claims of similar nature involving alleged acts of corruption, in accordance with the established procedure.

(a)

“Bribery” means the act of unduly offering, giving, receiving or soliciting anything of value to influence the process of procuring Goods or services, selecting consultants, or executing contracts.

(b)

“Extortion” or “Coercion” means the act of attempting to influence the process of procuring Goods or services, selecting consultants, or executing contracts by means of threats of injury to person, property or reputation.

(c)

“Fraud” means the misrepresentation of information or facts for the purpose of influencing the process of procuring Goods or services, selecting consultants, or executing contracts, to the detriment of the procurement entity/Purchaser or other participants.

(d)

“Collusion” is an agreement between tenderers designed to result in tenders at artificial prices that are not competitive.

4.2

If, in accordance with the administrative procedures of the Public Procurement Authority, it is demonstrated that a government official, or anyone acting on his or her behalf, or supplier/contractor during the execution of the contract carried out in connection with a project financed from the public funds of the Republic of Kenya has committed corrupt practices, the Public Procurement Board will:

(a)

Reject a proposal to award a contract in connection with the respective procurement process; and/or

(b)

Declare a firm and/or its personnel directly involved in corrupt practices temporarily or permanently ineligible to be awarded future contracts financed from the public funds of the Republic of Kenya.

4.3

Any communications between the Provider and the Purchaser related to matters of alleged fraud or corruption must be in writing.

Interpretation

5.1

If the context so requires it, singular means plural and vice versa.

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5.2

Incoterms

(a)

Unless otherwise specified in the SCC, the meaning of any trade term and the rights and obligations of parties thereunder shall be as prescribed by Incoterms.

(b)

The terms EXW, FOB, FCA, CIF, CIP, and other terms, when used, shall be governed by the rules prescribed in the current edition of Incoterms, published by the International Chamber of Commerce (2020 Edition or latest) as specified in the SCC.

5.3

Entire Agreement

The Contract constitutes the entire agreement between the Purchaser and the Provider and supersedes all communications, negotiations and agreements (whether written or oral) of parties with respect thereto made prior to the date of Contract.

5.4

Amendment

No amendment or other variation of the Contract shall be valid unless it is in writing, is dated, expressly refers to the Contract, and signed by a duly authorized representative of each party thereto.

5.5

Nonwaiver

(a)

Subject to GCC sub-clause 5.5(b) below, no relaxation, forbearance, delay, or indulgence by either party in enforcing any of the terms and conditions of the Contract or the granting of time by either party to the other shall prejudice, affect, or restrict the rights of that party under the Contract, neither shall any waiver by either party of any breach of contract operate as waiver of any subsequent or continuing breach of contract.

(b)

Any waiver of a party’s rights, powers, or remedies under the Contract must be in writing, dated, and signed by an authorized representative of the party granting such waiver, and must specify the right and the extent to which it is being waived.

5.6

Severability

If any provision or condition of the Contract is prohibited or rendered invalid or unenforceable, such prohibition, invalidity or unenforceability shall not affect the validity or enforceability of any other provisions and conditions of the Contract.

Language

6.1

The Contract as well as all correspondence and documents relating to the Contract exchanged by the Provider and the Purchaser, shall be written in the language specified in the SCC.

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English will govern. Supporting documents and printed literature that are part of the Contract may be in another language provided they are accompanied by an accurate translation of the relevant passages into the languages specified in the SCC, in which case, for purposes of interpretation of the Contract, the English translation shall govern.

Notices

7.1

Any notice given by one party to the other pursuant to the Contract shall be in writing to the address specified in the SCC. The term “in writing” means communicated in written form with proof of receipt.

A notice shall be effective when delivered or on the notice’s effective date, whichever is later.

Governing Law

8.1

The Contract shall be governed by and interpreted in accordance with the laws of the Republic of Kenya, unless otherwise specified in the SCC.

Settlement of Disputes

9.1.

The Purchaser and the Provider shall make every effort to resolve amicably by direct informal negotiation any disagreement or dispute arising between them under or in connection with the Contract.

9.2.

If the parties fail to resolve such a dispute or difference by mutual consultation within twenty-eight (28) days from the notice of the dispute, either party may require that the dispute be referred to be finally settled under the Rules of Arbitration of the International Chamber of Commerce by a single arbitrator appointed in accordance with the said Rules. The place of the Arbitration shall be London, England. The language to be used in the arbitral proceedings shall be English.

10.

Scope of Project

The scope of the project described in the following documents:

10.1.

Subject to the SCC, the Goods and Related Services to be supplied shall be as specified in the Technical Proposal Ref# AF/KN/MAY-2020/CRR-TP-000101 under the Bill of Goods.

10.2.

Subject to the SCC, costs of Goods and Related Services to be supplied shall be as specified in the Financial Proposal Ref# AF/KN/MAY-2020/CRR-FP-000101/ under the Bill of Goods.

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11.

Delivery and Documents

11.1

Subject to GCC sub-clause 28.1, the delivery of the Goods and completion of the Related Services shall be in accordance with the delivery and completion schedule specified in the Technical Proposal. The details of shipping and other documents to be furnished by the Provider are specified in the SCC.

12.

Provider’s Responsibilities

12.1

The Provider shall supply all the Goods and Related Services included in the scope of project in accordance with GCC clause 10.1, and the delivery and completion schedule, as per GCC clause 11.1.

13.

Contract Price

13.1

Prices charged by the Provider for the Goods delivered and the Related Services performed under the Contract shall not vary from the prices quoted by the Provider in its Financial Proposal, with the exception of any price adjustments authorized in the SCC.

14.

Terms of Payment and Disbursements

14.1.

The Contract Price will be paid directly to Kallo Inc. by Techno-Investment Module Ltd upon receipt and monetization of the standby letter of credit (in accordance to URDG 758) issued by the Republic of Kenya assigned Bank as per Schedule E: Binding Term-Sheet of the Loan Agreement.

14.2.

Upon receipt of an invoice from Magnitudo for their B-SAFE National COVID-19 Lockdown Management, B-TEST National COVID-19 Screening, Local facemask manufacturing, and Essential PPE Supply, Kallo will transfer the amount due as per the Financial Proposal Ref# AF/KN/MAY-2020/CRR-FP-000101/.

14.3.

Upon receipt of an invoice from the Government of Kenya for the National Food Program, Kallo will pay the invoiced amount due as per the Financial Proposal Ref# AF/KN/MAY-2020/CRR-FP-000101/.

15.

Taxes and Duties

15.1.

For Goods supplied from outside Kenya, the Government of Kenya shall be entirely responsible for all taxes including without limitation value added taxes, customs duties, excise duties, stamp duties, license fees, contract registration fees and other such levies, imposts, duties, charges, fees, deductions, or withholdings now or hereafter imposed within and outside the Republic of Kenya. If any tax deduction is required by law, the Purchaser shall pay such additional amounts as may be necessary to ensure that the Provider receives a net amount equal to the full amount which it would have received had payment not been made subject to the tax deduction.

15.2.

For Goods supplied from within Kenya, the Government of Kenya shall be entirely responsible for all taxes including without limitation value added taxes, duties, license fees, etc., incurred until delivery of the contracted Goods to the Purchaser.

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If any tax deduction is required by law, the Purchaser shall pay such additional amounts as may be necessary to ensure that the Provider receives a net amount equal to the full amount which it would have received had payment not been made subject to the tax deduction.

15.3.

If any tax exemptions, reductions, allowances or privileges may be available to the Provider in Kenya, the Purchaser shall use its best efforts to enable the Provider to benefit from any such tax savings to the maximum allowable extent.

16.

16.1

The copyright in all drawings, documents, and other materials containing data and information furnished to the Purchaser by the Provider herein shall remain vested in the Provider, or, if they are furnished to the Purchaser directly or through the Provider by any third party, including suppliers of materials, the copyright in such materials shall remain vested in such third party.

17.

Confidential Information

17.1

The Purchaser and the Provider shall keep confidential and shall not, without the written consent of the other party hereto, divulge to any third party any documents, data, or other information furnished directly or indirectly by the other party hereto in connection with the Contract, whether such information has been furnished prior to, during or following completion or termination of the Contract. Notwithstanding the above, the Provider may furnish to its Subcontractor such documents, data, and other information it receives from the Purchaser to the extent required for the Subcontractor to perform its work under the Contract, in which event the Provider shall obtain from such Subcontractor an undertaking of confidentiality similar to that imposed on the Provider under GCC clause 17.

17.2

The Purchaser shall not use such documents, data, and other information received from the Provider for any purposes unrelated to the Contract. Similarly, the Provider shall not use such documents, data, and other information received from the Purchaser for any purpose other than the design, procurement, or other work and services required for the performance of the Contract.

17.3

The obligation of a party under GCC sub-clauses 17.1 and 17.2 above, however, shall not apply to information that:

(a)

the Purchaser or Provider shall share with the Public Procurement Authority of the Republic of Kenya and other institutions participating in the financing of the Contract;

(b)

now or hereafter enters the public domain through no fault of that party;

(c)

can be proven to have been possessed by that party at the time of disclosure and which was not previously obtained, directly or indirectly, from the other party; or

(d)

otherwise lawfully becomes available to that party from a third party that has no obligation of confidentiality.

17.4

The above provisions of GCC clause 17 shall not in any way modify any undertaking of confidentiality given by either of the parties hereto prior to the date of the Contract.

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17.5

The provisions of GCC clause 17 shall survive completion or termination, for whatever reason, of the Contract.

18.

Subcontracting

18.1

Subcontracting shall in no event relieve the Provider from any of its obligations, duties, responsibilities, or liability under the Contract.

18.2

Subcontractors shall comply with the provisions of GCC clause 4.1.

19.

Specification of Standards

19.1

Technical Specifications and Drawings

(a)

The Provider shall ensure that the Goods and Related Services comply with technical specifications and other provisions of the Contract.

(b)

The Provider shall be entitled to disclaim responsibility for any design, data, drawing, specification or other document, or any modification thereof provided or designed by or on behalf of the Purchaser, by giving a notice of such disclaimer to the Purchaser.

(c)

The Goods and Related Services provided under this Contract shall conform to the standards mentioned in the Technical Proposal and, when no applicable standard is mentioned, the standard shall be equivalent or superior to the official standards whose application is appropriate to the Goods’ country of origin.

19.2 Wherever references are made in the Contract to codes and standards in accordance with which it shall be executed, the edition or the revised version of such codes and standards shall be those specified in the Financial Proposal. During contract execution, any changes in any such codes and standards shall be applied only after approval by the Purchaser and shall be treated in accordance with GCC clause 28.

20.

Packing and Documents

20.1

The Provider shall provide such packing of the Goods as is required to prevent their damage or deterioration during transit to their final destination, as specified in the manufacturer’s requirements for international shipment.

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20.2

The packing, marking, and documentation within and outside the packages shall comply strictly with such special requirements as shall be expressly provided for in the Contract, including additional requirements, if any, specified in the SCC, and in any other instructions ordered by the Purchaser.

21.

Insurance

21.1

Unless otherwise specified in the SCC, the Goods supplied under the Contract shall be fully insured—in a freely convertible currency—against loss or damage incidental to manufacture or acquisition, transportation, storage, and delivery, in accordance with the applicable Incoterms or in the manner specified in the SCC.

22.

Transportation

22.1

Unless otherwise specified in the SCC, responsibility for arranging transportation of the Goods shall be in accordance with the Incoterms specified in the Financial Proposal.

23.

Inspections and Tests

23.1

The Provider shall at its own expense and at no cost to the Purchaser carry out all such tests and/or inspections of the Goods and Related Services, as the Provider deems necessary.

23.2

The inspections and tests shall be conducted on the premises of the Provider or its Subcontractor, with the exception of acceptance test, which will be conducted onsite.

23.3

User acceptance testing will be conducted in accordance to the Provider’s functional testing criteria.

23.4

The Government of Kenya will issue a Notice of Acceptance signed by the Cabinet Secretary of Health based upon:

23.4.1.

Successful completion of user acceptance testing of Section One – Kallo’s MobileCare Rapid Response Program for COVID-19 Pandemic in Technical Proposal Ref# AF/KN/MAY-2020/CRR-TP-000101/.

23.4.2.

Successful completion of user acceptance testing of Section Two - Magnitudo in Technical Proposal Ref# AF/KN/MAY-2020/CRR-TP-000101/.

23.4.3.

The receipt of funds by the Government of Kenya for Section Three - National Food Program in Technical Proposal Ref# AF/KN/MAY-2020/CRR-TP-000101/.

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23.5

The Purchaser or its designated representative shall be entitled to attend the tests and/or inspections referred to in GCC sub-clause 23.2, provided that the Purchaser bear all of its own costs and expenses incurred in connection with such attendance including, but not limited to, all traveling and board and lodging expenses.

23.6

The Purchaser may require the Provider to carry out any test and/or inspection not required by the Contract but deemed necessary to verify that the characteristics and performance of the Goods comply with the technical specifications codes and standards under the Contract, provided that the Provider’s reasonable costs and expenses incurred in the carrying out of such test and/or inspection shall be added to the Contract Price. Further, if such test and/or inspection impedes the progress of manufacturing and/or the Provider’s performance of its other obligations under the Contract, due allowance will be made in respect of the Delivery and Completion and the other obligations so affected.

23.7

The Provider shall provide the Purchaser with a report of the results of any such test and/or inspection.

23.8

The Purchaser may reject any Goods or any part thereof that fail to pass manufacturer’s prescribed test and/or inspection or do not conform to the specifications. The Provider shall either rectify or replace such rejected Goods or parts thereof or make alterations necessary to meet the specifications at no cost to the Purchaser, and shall repeat the test and/or inspection, at no cost to the Purchaser, upon giving a notice pursuant to GCC sub-clause 23.4.

23.9

The Provider agrees that neither the execution of a test and/or inspection of the Goods or any part thereof, nor the attendance by the Purchaser or its representative, nor the issue of any report pursuant to GCC sub-clause 23.6, shall release the Provider from any warranties or other obligations under the Contract.

24.

Warranty

24.1.

The Provider warrants that all the Goods are new, unused, and of the most recent or current models, and that they incorporate all recent improvements in design and materials, unless provided otherwise in the Contract.

24.2. Subject to GCC sub-clause 19.1, the Provider further warrants that the Goods shall be free from defects arising from any act or omission of the Provider or arising from design, materials, and workmanship, under normal use in the conditions prevailing in the country of final destination.

24.3. Unless otherwise specified in the SCC, the warranty shall remain valid for twelve (12) months after the Goods, or any portion thereof as the case may be, completed Acceptance Testing.

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24.4. Upon receipt of notice from the Purchaser, the Provider shall, within the period specified in GCC 24.3, expeditiously repair or replace the defective Goods or parts thereof, at no cost to the Purchaser.

24.5. If having been notified, the Provider fails to remedy the defect within the period specified in the SCC, the Purchaser may proceed to take within a reasonable period such remedial action as may be necessary, at the Provider’s risk and expense and without prejudice to any other rights which the Purchaser may have against the Provider under the Contract.

25.

Patent & Copyright Indemnity

25.1

The Provider shall, subject to the Purchaser’s compliance with GCC sub-clause 25.2, for a period of twelve (12) months, indemnify and hold harmless the Purchaser from and against any and all suits, actions or administrative proceedings, claims, demands, losses, damages, costs, and expenses of any nature, including attorney’s fees and expenses, which the Purchaser may suffer as a result of any infringement or alleged infringement of any patent, utility model, registered design, trademark, copyright, or other intellectual property right registered or otherwise existing at the date of the Contract by reason of the installation of the Goods by the Provider or the use of the Goods in the country where the Site is located. Such indemnity shall not cover any use of the Goods or any part thereof other than for the purpose indicated by or to be reasonably inferred from the Contract, neither any infringement resulting from the use of the Goods or any part thereof, or any products produced thereby in association or combination with any other equipment, plant, or materials not supplied by the Provider, pursuant to the Contract.

25.2

If any proceedings are brought or any claim is made against the Purchaser arising out of the matters referred to in GCC sub-clause 25.1, the Purchaser shall promptly give the Provider a notice thereof, and the Provider may at its own expense and in the Purchaser’s name conduct such proceedings or claim and any negotiations for the settlement of any such proceedings or claim.

25.3

If the Provider fails to notify the Purchaser within twenty-eight (28) days after receipt of such notice that it intends to conduct any such proceedings or claim, then the Purchaser shall be free to conduct the same on its own behalf.

25.4

The Purchaser shall, at the Provider’s request, afford all available assistance to the Provider in conducting such proceedings or claim, and shall be reimbursed by the Provider for all reasonable expenses incurred in so doing.

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25.5

The Purchaser shall indemnify and hold harmless the Provider and its employees, officers, and Subcontractors from and against any and all suits, actions or administrative proceedings, claims, demands, losses, damages, costs, and expenses of any nature, including attorney’s fees and expenses, which the Provider may suffer as a result of any infringement or alleged infringement of any patent, utility model, registered design, trademark, copyright, or other intellectual property right registered or otherwise existing at the date of the Contract arising out of or in connection with any design, data, drawing, specification, or other documents or materials provided or designed by or on behalf of the Purchaser.

26.

Limitation of Liability

26.1

Except in cases of criminal negligence or willful misconduct,

(a)

the Provider shall not be liable to the Purchaser, whether in contract, tort, or otherwise, for any indirect or consequential loss or damage; and

(b)

the aggregate liability of the Provider to the Purchaser, whether under the Contract, in tort or otherwise, shall not exceed the total Contract Price, provided that this limitation shall not apply to the cost of repairing or replacing defective equipment, or to any obligation of the Provider to indemnify the purchaser with respect to patent infringement.

27.

Change in Laws and Regulations

27.1

Unless otherwise specified in the Contract, if after the date of the Contract, any law, regulation, ordinance, order or by-law having the force of law is enacted, promulgated, abrogated, or changed in the particular area of Kenya where the Site is located (which shall be deemed to include any change in interpretation or application by the competent authorities) that subsequently affects the Delivery and/or the Contract Price, then such Delivery and/or Contract Price shall be correspondingly increased or decreased, to the extent that the Provider has thereby been affected in the performance of any of its obligations under the Contract. Notwithstanding the foregoing, such additional or reduced cost shall not be separately paid or credited if the same has already been accounted for in the price adjustment provisions where applicable, in accordance with GCC clause 13.

28.

Force Majeure

28.1

The Provider shall not be liable for forfeiture of its performance security, liquidated damages, or termination for default if and to the extent that its delay in performance or other failure to perform its obligations under the Contract is the result of an event of Force Majeure.

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28.2

For purposes of this clause, “Force Majeure” means an event or situation beyond the control of the Provider that is not foreseeable, is unavoidable, and its origin is not due to negligence or lack of care on the part of the Provider. Such events may include, but not be limited to, acts of the Purchaser in its sovereign capacity, wars or revolutions, fires, floods, epidemics, quarantine restrictions, and freight embargoes.

28.3

If a Force Majeure situation arises, the Provider shall promptly notify the Purchaser in writing of such condition and the cause thereof. Unless otherwise directed by the Purchaser in writing, the Provider shall continue to perform its obligations under the Contract as far as is reasonably practical, and shall seek all reasonable alternative means for performance not prevented by the Force Majeure event.

29.

Change Orders & Contract Amendments

29.1

The Purchaser may at any time order the Provider through notice in accordance GCC clause 7, to make changes within the general scope of the Contract in any one or more of the following, providing that the change is not detrimental in any way to the Provider:

(a)

drawings, designs, or specifications, where Goods to be furnished under the Contract are to be specifically manufactured for the Purchaser;

(b)

the method of shipment or packing;

(c)

the place of delivery; and

(d)

the Related Services to be provided by the Provider.

29.2

If any such change causes an increase in the cost of, or the time required for, the Provider’s performance of any provisions under the Contract, an equitable adjustment shall be made in the Contract Price and in the Delivery/Completion Schedule, and the Contract shall accordingly be amended. Any claims by the Provider for adjustment under this clause must be asserted within sixty (60) days from the date of the Provider’s receipt of the Purchaser’s change order.

29.3

Prices to be charged by the Provider for any Related Services that might be needed but which were not included in the Contract shall be agreed upon in advance by the parties.

30.

Extensions of Time

30.1

If at any time during performance of the Contract, the Provider or its subcontractors should encounter conditions impeding timely delivery of the Goods or completion of Related Services pursuant to GCC clause 11, the Provider shall promptly notify the Purchaser in writing of the delay, its likely duration, and its cause. As soon as practicable after receipt of the Provider’s notice, the Purchaser shall evaluate the situation and extend the Provider’s time for performance and the extension shall be ratified by the parties by amendment of the Contract.

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31.

Termination

31.1

Termination for Default

The Purchaser, without prejudice to any other remedy for breach of Contract, by notice of default sent to the Provider, may terminate the Contract in whole or in part:

(a)

if the Provider fails to deliver any or all of the Goods within the period specified in the Contract, or within any extension thereof granted by the Purchaser pursuant to GCC clause 29; or

(b)

if the Provider fails to perform any other material obligation under the Contract and such failure goes unremedied by the Provider for a period of ninety (90) days.

31.2

Termination for Bankruptcy

The Purchaser may at any time terminate the Contract by giving notice to the Provider if the Provider becomes bankrupt. In such event, termination will be without compensation to the Provider, provided that such termination will not prejudice or affect any right of action or remedy that has accrued or will accrue thereafter to the Purchaser.

32.

Assignment

32.1

Neither the Purchaser nor the Provider shall assign, in whole or in part, their obligations under this Contract, except with prior written consent of the other party.

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Section II. Special Conditions of Contract
The following Special Conditions of Contract (SCC) shall supplement and / or amend the General Conditions of Contract (GCC). Whenever there is a conflict, the provisions herein shall prevail over those in the GCC.
GCC 1.1	The Purchaser is: The Ministry of Health, and The National Treasury and Planning
GCC 1.2	The Site is: Republic of Kenya
GCC 5.2	The version edition of Incoterms shall be: 2020
GCC 6.1	The language shall be: ENGLISH
GCC 7.1	For notices, the Purchaser’s address shall be: Attention: CABINET SECRETARY OF HEALTH Street Address: Floor/ Room number: City: Nairobi Country: Republic of Kenya Telephone:
GCC 8.1	The governing law shall be the laws of the Republic of Kenya
GCC 9.2	The formal mechanism for the resolution of disputes shall be as follows: If the parties fail to resolve such a dispute or difference by mutual consultation within twenty-eight (28) days from the notice of the dispute, either party may require that the dispute be referred to be finally settled under the Rules of Arbitration of the International Chamber of Commerce by a single arbitrator appointed in accordance with the said Rules. The place of the arbitration shall be Toronto, Ontario, Canada. The language to be used in the arbitral proceedings shall be English.

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GCC 11.1

Delivery and Documents

Upon shipment, the Provider shall notify the Purchaser and the insurance company by fax or email the full details of the shipment, including Contract number, description of Goods, quantity, the vessel, the bill of lading number and date, port of loading, date of shipment, port of discharge, etc. The Provider shall mail the following documents to the Purchaser, with a copy to the insurance company:

(i) copies of the Provider’s invoice showing Goods’ description, quantity, unit price, and total amount;

(ii) original and 2 copies of the negotiable, clean, on-board bill of lading marked “freight prepaid” and 2 copies of non-negotiable bill of lading or CIM or CMR depending on the form of transport occurring first;

(iii) copies of the packing list identifying contents of each package;

(iv) insurance certificate;

(v) manufacturer’s or Provider’s warranty certificate;

(vi) the Provider’s factory inspection report; and

(vii) certificate of origin.

The above documents shall be received by the Purchaser at least one week before arrival of the Goods at the port or place of arrival and, if not received, the Provider will be responsible for any consequent expenses.

For Goods from within the Purchaser’s country:

Sample Provision (EXW term)

Upon delivery of the Goods to the transporter, the Provider shall notify the Purchaser and mail the following documents to the Purchaser:

(i) copies of the Provider’s invoice showing Goods’ description, quantity, unit price, and total amount;

(ii) delivery note, railway receipt, or truck receipt;

(iii) manufacturer’s or Provider’s warranty certificate;

(iv) inspection certificate issued by the nominated inspection agency, and the Provider’s factory inspection report; and

(v) certificate of origin.

The above documents shall be received by the Purchaser before arrival of the Goods and, if not received, the Provider will be responsible for any consequent expenses.

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GCC 13.1	The prices charged for the Goods delivered and the Related Services performed shall not be adjustable, except as provided for in GCC 23.5 and GCC 29.3
GCC 20.2	The packing, marking and documentation within and outside the packages shall be: MINISTRY OF HEALTH, KENYA
GCC 21.1	The insurance shall be in an amount equal to 100 percent of the CIF or CIP value of the Goods from “warehouse” to “installation site” on “all risks” basis.
GCC 22.1	Responsibility for transportation of the Goods shall be as specified in the Incoterms. If not in accordance with Incoterms, responsibility for transportations shall be as follows: 1) Kallo’s production center to Port of Mombasa, Kilindini Harbor (Seaport), Kenya will be Kallo’s responsibility. 2) Port of Mombasa, Kilindini Harbor (Seaport), Kenya to respective sites will be Kallo’s responsibility.

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Contract

THIS AGREEMENT made the 26^th day of June 2020, between Cabinet Secretary of Health, Republic of Kenya, The Republic of Kenya, and Cabinet Secretary, The National Treasury & Planning, Republic of Kenya, The Republic of Kenya. (hereinafter “the Purchaser”), of the one part;

Kallo Inc. USA, headquartered in Canada (hereinafter “the Provider”), of the second part;

The Provider of the Finance line is Techno-Investment Module Ltd. (TIM LTD), headquartered in Minsk, Republic of Belarus (hereinafter “the Provider of the Finance line”), of the third part:

WHEREAS the Purchaser invited the Provider to propose for certain Goods and Related Services, viz., GCC10 Scope of Project, pursuant to the Public Procurement Authority’s rules for sole sourcing of Goods and Related Services including financing, and has accepted a proposal by the Provider for the supply of those Goods and Related Services in the sum of €1,068,932,543 (One Billion Sixty Eight Million Nine Hundred and Thirty Two Thousand, Five Hundred and Forty Three Euros only) (hereinafter “the Contract Price”).

NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:

In this Agreement words and expressions shall have the same meanings as are respectively assigned to them in the Contract referred to.
The following documents shall be deemed to form and be read and construed as part of this Agreement, viz.:

(a)

Subject to the SCC, the Goods and Related Services to be supplied shall be as specified in the Technical Proposal Ref# AF/KN/MAY-2020/CRR-TP-000101/ under the Bill of Goods.

(b)

Subject to the SCC, costs of Goods and Related Services to be supplied shall be as specified in the Financial Proposal Ref# AF/KN/MAY-2020/CRR-FP-000101/ under the Bill of Goods.

In consideration of the payments to be made by the Purchaser to the Provider as indicated in this Agreement, the Provider hereby covenants with the Purchaser to provide the Goods and Related Services and to remedy defects therein in conformity in all respects with the provisions of the Contract.
The Purchaser hereby covenants to pay the Provider in consideration of the provision of the Goods and Related Services and the remedying of defects therein, the Contract Price or such other sum as may become payable under the provisions of the Contract at the times and in the manner prescribed by the Contract.
The Provider of the Finance line hereby covenants to mobilize the funds required for and, in partnership with the Provider, to execute the healthcare projects in accordance with GCC10 Scope of Project.

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All parties hereby agree that this agreement is part of the Loan Contract (Transaction Code: TIM-220620-001-F/INV/GOV/KE) and shall be executed prior to the execution of the Loan Agreement for greater certainty and compliance of the primary condition of Financing offered to the Republic of Kenya.

All parties to this contract agree to execute the contract in their respective countries with signatures notarized by legal counsel.

IN WITNESS whereof the parties hereto have caused this Contract to be executed in accordance with the laws of Kenya on the day, month and year indicated above.

For the Purchaser:

Name: Hon. Mutahi Kagwe

Designation: Cabinet Secretary of Health, Republic of Kenya

Signature __________________________________

Date: 29 JUNE 2020

Witness ___________________________________

Name: Hon. Amb. Ukur Yatani Egh

Designation: Cabinet Secretary, The National Treasury & Planning, Republic of Kenya

Signature __________________________________

Date: 29 JUNE 2020

Witness ___________________________________

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For the Provider: Kallo Inc.

Name: Mr. John Cecil

Designation: President & CEO

Signature _____________________________________

Date: 26 JUNE 2020

Witness __________________________________

For the Provider of the Finance line: Techno-Investment Module Ltd.

Name: Mr. Sergey Pokusaev

Designation: Director & CEO

Signature _____________________________________

Date: 26 JUNE 2020

Witness __________________________________

CONTRACT

CLASSIFIED DOCUMENT

MT760 Backed Facility		Toronto
Finance CONTRACT Number:		June 25, 2020
TIM-250620-001-F/INV/GOV/KE

between

The GOVERNMENT of

The REPUBLIC of KENYA

And

TECHNO-INVESTMENT MODULE LTD.

KALLO INC.

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This Contract is made this 25^th Day of JUNE 2020 A.D., by and between:

The Republic of Kenya represented by the Minister of Finance, the National Treasury of the Republic of Kenya and hereinafter referred to as the “BORROWER”; of the First Party

AND

Techno-Investment Module Ltd, (TIM LTD.) a company duly incorporated in accordance with the laws of the Republic of Belarus with its company registration No.193337759 represented by Mr. Sergey Pokusaev, Chief Executive Officer, duly authorized by the Board of Directors of the company hereinafter referred to as the “Provider of the Finance line”, of the Second Party, and

KALLO INC., a company registered and governed by the law of the State of Nevada (USA), and represented by John CECIL, , in his capacity as President and Chief Executive Officer, whose core business is implementation of healthcare projects and programs. The principal establishment of Kallo Inc. is located at 255, Duncan Mill Road, Suite 504, North York, Ontario, Canada M3B 3H9, registered in Ontario under Ontario Business Number 1827824. Kallo Inc., and TIM LTD. have a global collaboration exclusively to provide a comprehensive Healthcare Solutions inclusive of financing.

Hereafter individually as a “PARTY” and together as the “PARTIES” WHEREAS:

The Borrower has requested a funding facility €1,068,932,543 (One Billion Sixty Eight Million Nine Hundred and Thirty Two Thousand, Five Hundred and Forty Three Euros only).

The Provider of the Finance line has considered that the granting of the funding facility falls within the scope of their lending criteria and the borrower’s capacity for borrowing under a structured financing model.

The “Provider of the Finance line” has agreed to fund Kallo’s Healthcare Projects implemented in the Republic of Kenya by the Ministry of Health and Population as follows:

1.1

Subject to the SCC, the Goods and Related Services to be supplied shall be as specified in the Technical Proposal Ref# AF/KN/MAY-2020/CRR-TP-000101 under the Bill of Goods.

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1.2

Subject to the SCC, costs of Goods and Related Services to be supplied shall be as specified in the Financial Proposal Ref# AF/KN/MAY-2020/CRR-FP-000101 under the Bill of Goods.

According to the Constitution of the Republic of Kenya the Cabinet Secretary / National Treasury and Planning has the authority to borrow money on behalf of the Government by concluding loan agreements for the borrowing and for TIM LTD. to execute this Contract on the terms and conditions set out in this Contract

The Provider of the Finance line and the Borrower shall ensure that;

(i)

the proceeds of the transaction envisaged pursuant to this Contract are good, clear, clean authentic, legally earned and of non-criminal origin;

(ii)

the transaction and Contract are not entered into in order to facilitate and advance terrorist activities, drug trafficking and/or illegal arms dealings;

(iii)

all the Provider of the Finance and Borrower operations, subsidiaries and related parties are subject to and comply with applicable laws and regulations relating to the combat against Money Laundering (AML) and the Financing of Terrorism (CFT). Therefore, the Provider of the Finance and Borrower certify and confirm in writing they are in compliance with applicable laws and regulations relating to combatting AML and CFT.

The Borrower and the Provider of the Finance warrants that they apply and comply with the Recommendations of the Organization for Economic Co-operation and Development (OECD) Financial Action Task Force (FATF).

The Provider of the Finance considers that access to information plays an essential role in the reduction of environmental and social risks, including human rights violations, linked to the projects it arranges and or finances;

The processing of personal data shall be carried out by the Provider of the Finance in accordance with applicable United States, United Kingdom, European Union legislation on the protection of individuals with regard to the processing of personal data and bodies and on the free movement of such data.

AND WHEREAS the Parties have agreed to enter into an agreement for the purpose of funding the Project;

NOW THEREFORE in consideration of the mutual promises, assertions and covenants herein and other good and valuable considerations, the receipt of which is acknowledged

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hereby, the Parties hereby agree to the following INTERPRETATION AND DEFINITIONS

INTERPRETATION

In this Contract:

(i)

References to Articles, Recitals and Schedules are, save if explicitly stipulated otherwise, references respectively to articles of, and recitals and schedules to this Contract.

(ii)

References to a provision of law are references to that provision as amended or re-enacted.

(iii)

References to any other agreement or instrument are references to that other agreement or instrument as amended, novated, supplemented, extended, or restated.

DEFINITIONS

In this Contract:

“Affiliates” means a Subsidiary or a Holding Company of the Borrower or the Provider of the Finance or any other Subsidiary of that Holding Company.

“Business Day” means a day (other than a Saturday or Sunday) on which the The Bank is open for general business in London, United Kingdom.

“CONTRACT” means this Finance Contract.

“Disbursement Date” means payment date and vice versa. This is the date on which actual disbursement or payment of the proceeds of the Loan, are made by the Provider of the Finance via MT103 trigger by the issuing and verification of active MT760 guarantee instrument/s from the Borrower.

“Disbursement Notice” means a notice from the Provider of the Finance in the form of a copy of the SWIFT 103 showing the date of disbursement or payment of the full proceeds of the Loan.

“Disruption Event” means either or both of:

(i)

a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for

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payments to be made in connection with this Contract; or

(ii)

the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of either the Bank or the Borrower, preventing that Party:

from performing its payment obligations under this CONTRACT; or

from communicating with other Parties,

which disruption (in either such case as per (i) or (ii) above) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

“Effective date of Transaction” means the date on which the transaction documents (such as Bank Guarantee or Standby Letter of Credit issued by The Bank Nairobi, Kenya via their international correspondent bank, Bank London United Kingdom) are concluded and become Legally Binding

“Event of Default” means any of the circumstances, events or occurrences specified as;

(1)

the Borrower does not pay, on the due date, any amount payable pursuant to this CONTRACT, at the place and in the currency in which it is expressed to be payable, unless;

its failure to pay is caused by an administrative or technical error or a Disruption Event; and

payment is made within 3 (three) Business Days of its due date; or

(2)

if it becomes unlawful for the Borrower to perform any of its obligations under this Contract or this Contract is not effective in accordance with its terms or is alleged by the Borrower to be ineffective in accordance with its terms.

“Financing of Terrorism” means the provision or collection of funds, by any means, directly or indirectly, with the intention that they should be used, or in the knowledge that they are to be used, in full or in part, in order to carry out any of the offences, within the meaning of Articles 1 to 4 of the EU Council Framework Decision 2002/475/JHA of 13 June 2002, on combating terrorism.

“Final Maturity Date” means 1 (One) Year and 1 (One) day, from issuance and delivery of acceptable letter of guarantee, in URDG 758 demand guarantee format, latest addition, duly confirmed and accepted as payable at the counters at maturity of the confirming bank of the issuer acceptable to the Provider of the Finance. The Guarantee will be automatically renewable at maturity every year.

“Fixed Interest Rate” means an annual interest rate determined by the Provider of the

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Finance

“Group” means the Borrower and its Affiliates or the Provider of the Finance and its Affiliates.

“GCC” means the General Conditions of Contract. As referred to in the Project Contract Ref# AF/KN/JUNE-2020/CRR-PC-000101 Page 3 (g)

“Holding Company” means an entity in respect of which the Borrower or the Provider of the Finance is a Subsidiary and its subsidiaries.

“Loan” means the aggregate amount of the proceeds of this Contract disbursed by the Provider of the Finance to the Borrower under this Contract via an MT103, which is activated by the Borrower MT760 or by the confirming bank - London, United Kingdom of the Borrower.

“Material Adverse Change” means, any event or change of condition, which, in the opinion of the Provider of the Finance has a material adverse effect on:

the ability of the Borrower to perform its obligations under this Contract;

the business, operations, property, condition (financial or otherwise) or prospects of the Borrower or the Group as a whole; or

the validity or enforceability of, or the effectiveness or ranking of, or the value of any Security granted to the Provider of the Finance, or the rights or remedies of the Provider of the Finance under this Contract.

“Money Laundering” means:

the conversion or transfer of property, knowing that such property is derived from criminal activity or from an act of participation in such activity, for the purpose of concealing or disguising the illicit origin of the property or of assisting any person who is involved in the commission of such activity to evade the legal consequences of his action;

the concealment or disguise of the true nature, source, location, disposition, movement, rights with respect to, or ownership of property, knowing that such property is derived from criminal activity or from an act of participation in such activity;

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the acquisition, possession or use of property, knowing, at the time of receipt, that such property was derived from criminal activity or from an act of participation in such activity; or

participation in, association to commit, attempts to commit and aiding, abetting, facilitating and counseling the commission of any of the actions mentioned in the foregoing points.

“Month(s)” means, a calendar month(s)

“Prepayment Amount” means the amount of a capital balance together with the accrued interest due to be prepaid by the Borrower.

“Prepayment Date” means the date, which shall be a payment due date, on which the Borrower proposes to effect prepayment of a Prepayment Amount.

“Prepayment Event” means any of the events described as the following:

the Borrower has made a voluntary prepayment request, or an Event of default has occurred, or

it becomes unlawful in any applicable jurisdiction for the Provider of the Finance or the Borrower to perform any of its obligations as contemplated in this CONTRACT or to fund or maintain the Loan;

“Prohibited Conduct” means any Financing of Terrorism, Money Laundering or Prohibited Practice.

"Prohibited Practice" means any:

Coercive Practice, meaning the impairing or harming, or threatening to impair or harm, directly or indirectly, any party or the property of a Party to influence improperly the actions of a Party;

Collusive Practice, meaning an arrangement between two or more parties designed to achieve an improper purpose, including to influence improperly the actions of another party;

Corrupt Practice, meaning the offering, giving, receiving or soliciting, directly or indirectly, of anything of value by a party to influence improperly the actions of another party;

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Fraudulent Practice, meaning any act or omission, including a misrepresentation, that knowingly or recklessly misleads, or attempts to mislead, a party in order to obtain a financial or other benefit or to avoid an obligation; or

Obstructive Practice, meaning in relation to an investigation into a Coercive, Collusive, Corrupt or Fraudulent Practice in connection with this Loan or the Project, (a) deliberately destroying, falsifying, altering or concealing of evidence material to the investigation; and/or threatening, harassing or intimidating any party to prevent it from disclosing its knowledge of matters relevant to the investigation or from pursuing the investigation, or (b) acts intending to materially impede the exercise of the Contractual rights of audit or access to information.

“Project” means Kallo’s Healthcare Projects implemented in the Republic of Kenya

by the Ministry of Health Ref# AF/KN/MAY-2020/CRR-TP-000101/ approved by the Cabinet Secretary of Health.

“REPAYMENT DUE DATE” means the last day of a quarterly period from the day the Loan has been disbursed. A quarterly period equals to three (3) Months. If such last day falls on a non-business day, the REPAYMENT DUE DATE for that particular quarter will be moved to the immediately following business day after such day. Any payment received after Three (3) business days of the REPAYMENT DUE DATE will be considered an event of default.

“SCC” means the Special Conditions of Contract. As referred to in the Project Contract Ref# AF/KN/JUNE-2020/CRR-PC-000101 Page 4 (k)

Sanctioned Persons” means any individual or entity listed in one or more Sanction Lists

“Sanction Lists” means:

Any economic, financial and trade restrictive measures and arms embargoes issued by the European Union pursuant to Chapter 2 of Title V of the Treaty on European Union as well as Article 215 of the Treaty on the Functioning of the European Union, as available in the official EU websites http://ec.europa.eu/external_relations/cfsp/sanctions/consol-list_en.htm and http://eeas.europa.eu/cfsp/sanctions/consol-list_en.htm and as amended and supplemented from time to time or on any successor page; or,

any economic, financial and trade restrictive measures and arms embargoes issued by the United Nations Security Council pursuant to Article 41 of the UN

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Charter as available in the official UN website:

:http://www.un.org/sc/committees/list_compend.shtml as amended and supplemented from time to time or on any successor page.

“Security” means the bank guarantee / Standby letter of Credit delivery by Swift MT760, CASH BACKED GOVERNED BY URDG 758 AND ISP 98 LATEST REVISION, ICC PUBLICATION NO. 600 issued by the Borrower’s Bank Bank Nairobi, Kenya and confirmed by the Bank.

“Subsidiary” means an entity of which a person has direct or indirect control or owns directly or indirectly more than 50% of the voting capital or similar right of ownership, and control for this purpose means the power to direct the management and the policies of the entity whether through the ownership of voting capital or otherwise.

“Voluntary Prepayment Request” means a written request from the Borrower to the Provider of the Finance to prepay all or part of the Loan.

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“Year” means Twelve (12) Months.

ARTICLES

The Parties hereby enter into an CONTRACT with the view to extend financing by the Provider of the Finance through a Bank Guarantee / Standby Letter of Credit, governed by URDG 758 and ISP 98, in accordance ICC 600 secured long term [maximum 20 years] funding facility in the amount of €1,068,932,543 (One Billion, Sixty Eight Million, Nine Hundred and Thirty Two Thousand, Five Hundred and Forty Three Euros only) to the Borrower to be used for building of the Projects as per the approved Term-Sheet.

The loan amount will be made available by the Provider of the Finance as a series of payments being part of the total Loan Amount, subject to the provision of acceptable collateral instruments, and sent into the Borrower’s nominated account via MT103 from the Provider of the Finance’s bank activated by the issuance by the Borrower’s bank of MT760 confirmed Standby Letter of Credit.

The Borrower will issue a Standby Letter of Credit ACCEPTABLE BY Provider of the Finance (THIS GUARANTEE IS SUBJECT TO THE UNIFORM RULES FOR DEMAND GUARANTEES (URDG) GOVERNED BY URDG 758 AND ISP 98 LATEST REVISION, ICC PUBLICATION NO. 600) for the aggregated amount of €1,425,243,390 (One Billion, Four Hundred and Twenty Five Million, Two Hundred and Forty Three

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Thousand, and Three Hundred and Ninety Euros only) as security for repayment of the Loan based on the Loan to Value (LTV). The Borrower will ensure its issuing bank, the Bank Nairobi, Kenya have their Standby Letter of Credit is confirmed by the correspondent Bank, the Bank head office and approved by the National Treasury and Planning of the Republic of Kenya.

The Provider of the Finance, within ten (10) banking days after receiving, verification and authentication of each Bank Guarantee / Standby Letter of Credit, governed by URDG 758 and ISP 98, in accordance ICC 600, sent by SWIFT MT760 from the Commercial Bank. The Provider of the Finance will then remit payment to Kallo in accordance to the Contract.

The procedures for the issuance of the guarantee by the Borrower’s bank is as follows:

The Parties sign 3 original copies of this CONTRACT governing issuance, delivery and funding of the bank credit instrument, including these procedures and the issuing bank’s and receiving bank’s coordinates with a true copy of it going to their respective banks;

The Borrower, as the applicant, procures and shares with the Provider of the Finance, a true copy of a ready willing and able (RWA) letter to Applicant from its issuing Bank (the Bank, Nairobi, Kenya, signed by two bank officers, stating it is RWA to issue and transmit the cash-backed, irrevocable, transferable Standby Letter of Credit, THIS GUARANTEE IS SUBJECT TO THE UNIFORM RULES FOR DEMAND GUARANTEES (URDG) GOVERNED BY URDG 758 AND ISP 98 LATEST REVISION, ICC PUBLICATION NO. 600. An acceptable text of which RWA letter is attached hereto and marked as Schedule B; the Borrower share the same information with the Provider of the Finance;

Issuing bank (the Bank, Nairobi, Kenya) sends Pre-advice of MT760 delivery of bank credit instrument Standby Letter of Credit, THIS STANDBY LETTER OF CREDIT IS SUBJECT TO THE UNIFORM RULES FOR DEMAND GUARANTEES (URDG) GOVERNED BY URDG 758 AND ISP 98 via MT799 to Provider of the Finance’s advising bank, immediately delivering a copy of it to the Borrower for follow up; the Borrower delivers the same copy to the Provider of the Finance;

The Provider of the Finance’s advising bank acknowledges the Borrower’s Pre-advice via MT799, therein confirming readiness to receive delivery of

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the instrument via MT760 and advising issuing bank of the Provider of the Finance’s capability to pay for the instrument according to the underlying CONTRACT terms, schedule and timing;

The Issued Standby Letter of Credit, IS SUBJECT TO THE UNIFORM RULES FOR DEMAND GUARANTEES (URDG) GOVERNED BY URDG 758 AND ISP 98 (International Standby Practice) LATEST REVISION, ICC PUBLICATION NO. 600, acceptable verbiage of which is at Schedule C, via MT760;

The currency of this Contract and its disbursements will be in € EURO.

The disbursement of the Loan Amount will be paid by way of cash transfer via MT103 from the Provider of the Finance’s bank into Kallo account.

The final Maturity date of the guarantee via MT760 will be One (1) Year from issuance and delivery of acceptable by Provider of the Finance’s Bank Guarantee. THIS GUARANTEE IS SUBJECT TO THE UNIFORM RULES FOR DEMAND GUARANTEES (URDG) GOVERNED BY URDG 758 AND ISP 98 LATEST REVISION, ICC PUBLICATION NO. 600, THIS GUARANTEE IS TRANSFERABLE, AND ASSIGNABLE duly confirmed and accepted as payable at the counters at maturity. The Guarantee will be automatically renewable at maturity every year until this Contract term (20 years) is completed.

The interest rate for the Loan will be calculated at Libor plus two percent (Libor + 2%) per annum calculated on a basis of calendar year of Twelve (12) defined months apply on the Loan amount outstanding balance.

10.

A late payment penalty of 1.5 Percent (1.5%) per month will be charged on any payment not received on REPAYMENT DUE DATE.

11.

The Loan repayment by the Borrower will be as follows:

There will be no repayment for Three (3) years (grace period); Interest due will be capitalized during this period. Followed by Quarterly repayment of Loan Principal and Interest. The Capital repayment will be amortized in equal tranches until the end of the loan tenor. Any repayment due will be made on a REPAYMENT DUE DATE and no later than Three (3) business days after the REPAYMENT DUE DATE according to the repayment amortization schedule is attached here.

The borrower must make the repayment in EURO without any deductions into the Lender specified account.

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The Government of Kenya will be responsible for the amount owed for the Project as per Project Contract Ref# AF/KN/JUNE-2020/CRR-PC-00010/.

12.

Voluntary prepayments are acceptable conditional of the Bank guarantee maturity annually. The Borrower may prepay all or part of any outstanding capital balance, together with accrued interest, upon giving a Prepayment Request with at least 1 (one) month's prior notice specifying;

the Prepayment Amount and

the Prepayment Date. For ease of calculation the total amount of the prepayment made will be first allocated to clear any outstanding interest due at the time of the request and the second allocated toward reducing the capital balance due at the time of requesting the prepayment.

13.

Compulsory PREPAYMENT EVENTS occur when an EVENTS OF DEFAULT has occurred, or it becomes unlawful in any applicable jurisdiction for the Provider of the Finance or the Borrower to perform any of its obligations as contemplated in this Contract or to fund or maintain the Loan. In these cases, the Provider of the Finance can immediately call up the guarantee/s.

14.

The Provider of the Finance may immediately call upon the guarantee/s in the occurrence of an Event of Default, a Disruption Event or a Material Adverse Change.

15.

The Provider of the Finance shall have the right to cede its rights and obligations in terms of the Loan to a Third party without the consent of the Borrower.

16.

No cancellation of this Contract will be allowed upon its signing by the Parties. If any Party to this Contract cancels or retracts from it after signing it off, the other Party will be entitled to compensation from the cancelling Party calculated as the reasonable loss incurred by Provider of the Finance and Kallo through the cancellation. Furthermore, the Borrower confirms that the transaction will not be terminated until the full amount of €1,068,932,543 (One Billion Sixty Eight Million Nine Hundred and Thirty Two Thousand, Five Hundred and Forty Three Euros only) - is disbursed to Kallo Inc. for the completion of the Healthcare and other projects.

17.

The Effective Date of this Contract will be the date of signing.

18.

The Parties irrevocably agree that they shall not disclose or otherwise reveal, directly or indirectly, to any unauthorized individual or entity, any confidential information provided by one Party to another, including but not limited to Contract terms, product information concerning the identity of sellers, producers, buyers, Provider of the Finances, Borrowers, brokers, distributors, refiners, manufactures, technology owners, or

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the representatives of any of the above, as well as names, addresses, principals or email addresses/telex/fax/telephone numbers, references to product or technology information and/or any other information deemed confidential or privileged within the broadest possible scope of the project or the transaction, without prior specific written consent of the Party or Parties, generating or with the proprietary rights to such information.

19.

The Parties agree not to circumvent or attempt to circumvent this agreement in an effort to gain fees, commissions, remunerations, considerations or other benefit for one or more of the Parties whether or not such fees, commissions, remunerations or considerations gained through circumvention would otherwise be deemed the rightful property of any one or several of the Parties.

20.

For purposes of the restrictions contained in the Non-Circumvention, the Borrower and the Provider of the Finance or their respective Groups and their respective structures and associated parties are, regarded as clients and funding partners of the Provider of the Finance’s Group with benefits equal to the ratio envisaged in this agreement to accrue to in respect of all and any transactions to be concluded with the Provider of the Finance and the Borrower /or their related parties for a period of 10 (ten) years from date of signature hereof.

21.

This agreement may only be varied in writing, signed by all Parties. In the event of dispute, the arbitration laws of France or Switzerland, without giving effect to its internal rules of conflict of laws will apply; and, the signing Parties hereby accept such selected jurisdiction as the exclusive venue. Signatures on this Contract received by the way of Facsimile, Mail and/or E-mail or any other conventionally accepted method of document transmission, shall be an executed Contract.

22.

This Contract shall and will be enforceable and admissible for all purposes as may be necessary under the terms of the Contract. All signatories hereto acknowledge that they have read the foregoing Contract and by their initials and signature that they have full and complete authority to execute the document for and in the name of the Party for which they have given their signature.

23.

The borrower undertakes they will be individually responsible for paying the cost of any risk insurance required by Kallo Inc. to implement Kallo’s Healthcare project.

24.

The Parties undertakes they will not enter into a Prohibited Conduct nor Prohibited Practice pursuant this Contract.

25.

The Parties undertakes they will be individually responsible for paying the Tax due

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pursuant this Contract in their respective jurisdictions.

26.

The Parties accept and agree without change all the terms and conditions set in this Contract.

27.

The Parties undertake that the conditions and terms set in this Contract will be met.

28.

FORCE-MAJEURE

The Parties shall not be responsible for failure in fulfillment of the contractual obligations in a whole or partially if such failure is the result of Force-Majeure circumstances.

Force-Majeure circumstances shall mean circumstances caused by the reasons of extraordinary character, which cannot be foreseen and prevented by the Parties (fire, flood, earthquake or other natural phenomena as well as war, blockade, strikes, governmental sanctions de jure or de facto, acts of state authorities), if such circumstances prevent fulfillment of the contractual obligations.

The Party, for which it becomes impossible to meet its contractual obligations due to Force-Majeure circumstances, shall notify of that the other Party in writing latest 3 days as of the date of their beginning. Fax notification shall be acceptable with the original to follow. The date of post stamp of post department put in the country of dispatch shall be deemed as the date of notification. Notification can be sent by telex. In this case the date of the telex shall be deemed as the date of notification.

Lack of notification from the Party to which it becomes impossible to fulfill its contractual obligations due to Force-Majeure circumstances following the procedure stated herein shall deprive this Party of the right to refer to Force- Majeure circumstances in order to be released from liability hereunder.

Certificate issued by the corresponding Chamber of Commerce and Industry shall be sufficient proof of the Force-Majeure circumstances’ existence.

When Force-Majeure circumstances occur the time stipulated for fulfillment by the Parties of their obligations hereunder shall be extended for the period during which the above circumstances or their consequences last.

If the above circumstances are in force for more than 30 days any non-delivery or delivery may become null and void against statement of one of the Parties. If the above

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circumstances last for more than 60 days each Party shall have the right to cease further fulfillment of its obligations hereunder (except for the Provider of the Finance’ to pay his Expenses, delivered under the Contract.

RECITALS AND SCHEDULES

The Recitals and following Schedules form part of this Contract

****IT IS UNDERSTOOD THESE VERBIAGES ARE GUIDELINES FOR BANK VERBIAGES TO BE VERIFIED BY BOTH ISSUING AND RECEIVING BANKS ONCE THIS CONTRACT IS SIGNED AND LODGED WITH EACH PRINCIPALS BANK*****

Schedule A:		Issuing Bank RWA letter in MT799 verbiage model Issuing Bank Swift Message for pre-advice (MT799) and operative
		BG (MT760) verbiage model
Schedule B:		Issuing Bank Swift Message for pre-advice (MT799) and operative
		BG (MT760) verbiage model
Schedule C:		Banking information of the Provider of the Finance
Schedule D:		Banking information of Borrower
Schedule E:		Binding Term sheet
Schedule F:		Copy of the passports of Borrower, Provider of the Finance and
Schedule G:		Payment Schedule

IN WITNESS WHEREOF the Parties hereto have caused this Contract/Contract to be executed in three originals in the English language and have respectively caused their representatives to initial each page of this Contract.

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ACCEPTED AND AGREED WITHOUT CHANGE BY THE PARTIES

For the Borrower

Country and Ministry	The National Treasury and Planning, The Republic of Kenya
Address	Treasury Building, Harambee Avenue, P.O.Box. 30007-00100 Nairobi, Kenya
Authorized Signatory - Name	Hon.(AMB.) UKUR YATANI, EGH
Authorized Signatory - Title	Cabinet Secretary / National Treasury and Planning
Passport Number
Country of issuance
Date of Signature

Government Seal and Signature

For the Provider of the Finance

Company Name	Techno-Investment Module Ltd.
Company Address	Melezha Street 1 Unit 408, 220113 Minsk, Republic of Belarus
Company Registration Number
Authorized Signatory Name and Designation
Passport Number
Country issuance
Date of Signature

Company Seal and Signature

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SCHEDULE A

----------------------------- Instance Type and Transmission ------------------------------

Notification (Delivery) of Original sent to SWIFT (ACK)

User Delivery Status : Delivered to Receiver

Priority/Delivery : Normal/Delivery Notification

Message Input Reference : XXXXXXXXXXXXXXXXX0099000396

----------------------------------- Message Header ----------------------------------------

SWIFT INPUT : MT 799 Free Format Message

SENDER :

BANK ADDRESS :

BANK TELEPHONE : +

BANK OFFICER :

BANK OFFICER EMAIL :

SWIFT CODE :

RECEIVER :

BANK ADDRESS :

BANK TELEPHONE :

BANK OFFICER :

BANK OFFICER EMAIL :

SWIFT CODE :

------------------------------------ Message Text------------------------------------------

F20: Transaction Reference Number

XXXXXXXXXXXXXXXXXX

F21: RELATED REFERENCES

FROM : …………………………………………………

ACCOUNT NO. :

BANK NAME :

BANK ADDRESS :

COUNTRY :

TO :

ACCOUNT NO. : XXXXXXXXXXX

BANK NAME : ……………………………………………………………………..

BANK ADDRESS :,

COUNTRY :

REF: TRANSACTION CODE: XXXXXXXXXXXXXXXXXXX

SUBJECT: SWIFT MT799 PREADVISE OF DELIVERY OF STANDBY LETTER OF CREDIT NO. _________

WE, THE BANK PLC HEREBY CONFIRM WITH FULL BANKING RESPONSIBILITY THAT ON BEHALF OF OUR CLIENT, …………………………………………………………………., WE ARE READY TO IRREVOCABLY ISSUE, TRANSMIT AND DELIVER TO YOUR BANK THE CASH-BACKED, IRREVOCABLE AND UNCONDITIONAL, NEGOTIABLE,TRANSFERABLE, ASSIGNABLE, DIVISIBLE STANDBY LETTER OF GUARANTEE, (OR TRANSFERRABLE BANK GUARANTEE) IN URDG 758 FORMAT VIA A SWIFT MT760 MESSAGE NUMBER: XXXXXXXXXX IN THE FACE AMOUNT OF €1,425,243,390 (ONE BILLION, FOUR HUNDRED AND TWENTY FIVE MILLION, TWO HUNDRED AND FORTY THREE THOUSAND, AND THREE HUNDRED AND NINETY EUROS ONLY) IN FAVOR OF TIM LTD, ACCOUNT NUMBER: _________________ FOR A PERIOD OF ONE (1) YEAR AND ONE (1) DAY.

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WE HEREBY CONFIRM AND UNDERTAKE TO PAY AGAINST THIS BANK STANDBY LETTER OF CREDIT UPON PRESENTATION TO US THE ORIGINAL OF THIS STANDBY LETTER OF CREDIT AT OUR COUNTERS ON MATURITY, BUT NOT LATER THAN FIFTEEN (15) DAYS AFTER THE MATURITY DATE.

THERE WILL BE NO LIENS AND ENCUMBRANCES ON THIS INSTRUMENT, WHICH SHALL BE DELIVERED AND AVAILED VIA MT760 AND EXACT STANDBY LETTER OF GUARANTEE AS PER FOLLOWING TEXT BELOW INSTRUCTION.

--------------- INSERT VERBIAGE OF MT760 ---------------

THIS SWIFT MESSAGE IS VERIFIABLE ON NORMAL BANK-TO-BANK BASIS WITH FULL BANKING RESPONSIBILITY.

THIS SWIFT IS OUR VALID AND OPERATIVE INSTRUMENT. NO MAIL CONFIRMATION WILL FOLLOW. ALL CHARGES ARE FOR THE ACCOUNT OF APPLICANT.

END OF MESSAGE

FOR AND BEHALF OF

_________________ BANK

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SCHEDULE B:

MT760 - ISSUE OF A BANK GUARANTEE (BG) (MT760) IN URDG VERBIAGE MODEL.

DATE OF ISSUE: XXXXX.

TYPE OF GUARANTEE: STANDBY LETTER OF CREDIT, GOVERNED BY URDG758 AND ISP 98, IN ACCORDANCE WITH ICC 600

APPLICANT: XXXXX.

BENEFICIARY: XXXXX.

BANK OF BENEFICIARY: XXXXX. GUARANTEE NUMBER: XXXXX. CURRENCY CODE: EURO GUARANTEE AMOUNT: XXXXX.

DATE AND PLACE OF EXPIRY: XXXXX / XXXXXXXXXXX. PLACE FOR PRESENTATION: AT OUR COUNTERS

FORM OF PRESENTATION: PAPER/BY COURIER SERVICE. LANGUAGE OF ANY REQUIRED DOCUMENTS: ENGLISH.

PARTY LIABLE FOR THE PAYMENT OF ANY CHARGES: BORROWER UNDERLYING RELATIONSHIP: XXXXX.

WE HEREBY IRREVOCABLY AND UNCONDITIONALLY WITHOUT PROTEST OR NOTIFICATION, WITH OUR FULL RESPONSIBILITY, UNDERTAKE TO PAY AGAINST THIS GUARANTEE NUMBER SBLC/XXXXX TO THE ORDER OF TECHO-INVESTMENT MODULE LTD., AT EXPIRY DATE OF THE DD OF MM, YYYY, THE SUM OF €1,425,243,390 (ONE BILLION, FOUR HUNDRED AND TWENTY FIVE MILLION, TWO HUNDRED AND FORTY THREE THOUSAND, AND THREE HUNDRED AND NINETY EUROS ONLY). THIS GUARANTEE THE CASH-BACKED, IRREVOCABLE AND UNCONDITIONAL, NEGOTIABLE, TRANSFERABLE, ASSIGNABLE, DIVISIBLE STANDBY LETTER OF GUARANTEE, (OR TRANSFERRABLE BANK GUARANTEE) AND IN LAWFUL CURRENCY OF THE EUROPEAN UNION UPON SURRENDER AND PRESENTATION OF THE ORIGINAL HARD COPY OF THIS GUARANTEE AS PER OUR FILE ACCOMPANIED BY THE BANK OF BENEFICIARY’S WRITTEN AND SIGNED STATEMENT THAT THE AMOUNT DEMANDED IS IN ACCORDANCE TO THE TERMS AND CONDITIONS OF THE FINANCE CONTRACT.

SUCH PAYMENT SHALL BE MADE WITHOUT SET OFF AND SHALL BE FREE AND CLEAR OF ANY DEDUCTIONS OR CHARGES, FEES, OR WITHHOLDINGS OF ANY NATURE PRESENTLY OR IN THE FUTURE IMPOSED, LEVIED, COLLECTED, WITHHELD OR ASSESSED THEREIN OR THEREOF.

PAYMENT IS AVAILABLE UPON THE BENEFICIARY'S FIRST WRITTEN DEMAND IN THE FORM OF PRESENTATION INDICATED ABOVE ONLY TO BE SENT TO US NOT EARLIER THAN 15 (FIFTEEN) DAYS AND SHALL BE INTERPRETED IN ACCORDANCE WITH THE LAWS OF ENGLAND AND WALES. ANY DISPUTE ARISING OUT OF OR IN CONNECTION WITH THIS GUARANTEE SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE COMMERCIAL COURT OF ENGLAND. THIS GUARANTEE IS SUBJECT TO THE UNIFORM RULES FOR DEMAND GUARANTEES (URDG) GOVERNED BY URDG 758 AND ISP 98 LATEST REVISION, ICC PUBLICATION NO. 600. THIS GUARANTEE IS AN OPERATIVE INSTRUMENT NO FURTHER CONFIRMATION SHALL FOLLOW WITHIN SEVEN (7) BANKING DAYS OF THIS ELECTRONIC DELIVERY OF THE INSTRUMENT TO YOU, THE ORIGINAL HARD COPY SHALL BE DELIVERED BY US TO YOU BY BONDED BANK COURIER.

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SCHEDULE C:

BANKING INFORMATION OF THE PROVIDER OF THE FINANCE

Bank Name
Bank Address
Bank SWIFT CODE
Account Name
Account Signatory (Name and Title)

SCHEDULE D:

BANKING INFORMATION OF THE BORROWER

Bank Name
Bank Address
BIC/SWIFT CODE
Branch Code
Account Name
Account Number
Account Currency	EURO
Account Signatory (Name & Title)
Bank Telephone number

Correspondent Bank Name
Correspondent Bank Address
Bank BIC/SWIFT CODE

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SCHEDULE E:

BINDING TERM-SHEET,

1	PARTIES
Provider of the Finance		TECHNO-INVESTMENT MODULE LTD
Borrower		Government of the Republic of Kenya,
Guarantor		Government of Kenya and The National Treasury and Planning,
2	FACILITY
Facility Description and amount		Financing group will make available €1,068,932,543 (One Billion, Sixty Eight Million Nine Hundred and Thirty Two Thousand, Five Hundred and Forty Three Euros only) to The Borrower subject to terms and conditions set forth in the Contract. Only for Kallo’s Healthcare project implemented by Kallo Inc.
Funding Currency		CURRENCY OF THE EUROPEAN UNION-EURO
Disbursement		€1,068,932,543 (One Billion, Sixty Eight Million, Nine Hundred and Thirty Two Thousand, Five Hundred and Forty Three Euros only) dispersed directly to Kallo Inc. for the implementation of healthcare projects in Kenya as per Kallo’s proposal and Project Contract
Effective Date of Transaction		The date on which the transaction documents (such as Bank Guarantee or Standby Letter of Credit issued by the local commercial bank via their international correspondent bank) are concluded and become Legally Binding
Instrument		Bank Guarantee / Standby Letter of Credit, governed by URDG 758 and ISP 98, in accordance ICC 600 and confirmed by International Correspondent Bank accepted by the Provider of Finance.
Instrument value to cover LTV (Loan to Value)		The value of the instrument (SBLC) Standby Letter of Credit issued should be €1,425,243,390 (One Billion, Four Hundred and Twenty Five Million, Two Hundred and Forty Three Thousand, and Three Hundred and Ninety Euros only)
Term		Maximum of twenty (20) years including three (3) years moratorium
Final Maturity Date		One (1) Year and One (1) day, from issuance and delivery of acceptable Standby letter of Credit, in URDG 758, The Standby Letter of Credit will be automatically renewed at maturity every year until the end of the Term of Loan (20 years)

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Payment process		The Financier within Ten (10) banking days after receipt, verification and authentication of Bank Guarantee / Standby Letter of Credit governed by URDG 758 and ISP 98, in accordance with ICC 600, sent by SWIFT MT760 from the Bank, Nairobi Branch Kenya and confirmed by correspondent bank the Bank (Head Office), the Finance Provider will remit according to the final agreed schedule, the amount €1,068,932,543 (One Billion, Sixty Eight Million, Nine Hundred and Thirty Two Thousand, Five Hundred and Forty Three Euros only) dispersed directly to Kallo Inc. for the implementation of healthcare projects in Kenya as per Kallo’s proposal and Project Contract
Purpose		Government Healthcare Projects by Kallo Inc. as per the attached Project Contract.
Interest Rate		Libor plus two percent (Libor + 2%) per annum interest rate
Penalty Interest on Late Payment		1.5% Rate Per Month
3	LOAN REPAYMENT
Repayment		A grace period of 3 years with no repayment. Interest due will be capitalized during this period followed by Quarterly repayment of capital and interest. The Capital repayment will be amortized in equal tranches until the end of the loan tenor. Any repayment due will be made on a REPAYMENT DUE DATE and no later than Three (3) business days after the REPAYMENT DUE DATE according to the repayment amortization schedule attached here. The Borrower must make the repayment in Euros without any deductions into the specified account
Voluntary Prepayment		Prepayments are acceptable. Conditional of Guarantee maturity annually. The Borrower may repay all or part of any outstanding capital balance, together with accrued interest, upon giving a prepayment request with at least One (1) month’s prior notice specifying: (i) The Prepayment Amount (ii) The Prepayment Date

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Voluntary Prepayment		A “Prepayment Request” means a written request from the Borrower to the Provider of the Finance to prepay all or part of the Loan. A “Prepayment Amount” means the amount of a Capital Balance together with the accrued Interest due to be prepaid by the Borrower. A “Prepayment Date” means the date, which shall be a payment due date, on which the Borrower proposes to effect prepayment of a Prepayment Amount. For ease of calculation the total amount of the prepayment made will be first allocated to clear any outstanding Interest due at the time of the request and the second allocated toward reducing the capital balance due at the time of requesting the Prepayment.
4 REPRESENTATIONS, UNDERTAKING, COVENANTS AND DEFAULTS
Representations and Warranties	Both parties undertake that both will meet conditions set.
Events of Default	The Provider of the Finance shall have the right to call up immediately the guarantee in an event of default defined as follow: 1) The Borrower does not pay on the due date any amount payable pursuant to this Contract at the place and in the currency in which it is expressed to be payable, unless: (i) its failure to pay is caused by an administrative or technical error or a Disruption Event; and (ii) payment is made within Three (3) Business Days of its due date; or 2) if it is or it becomes unlawful for the Borrower to perform any of its obligations under This Contract or this Contract is not effective in accordance with its terms or is alleged by the Borrower to be ineffective in accordance with its terms.
Disruption Events	“Disruption Event” means either or both of: 1) a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with this Contract; or 2) the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of either the Borrower’s Bank or the Borrower’s preventing the Party: i) from performing its payment obligation

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5 NCNDA (Non-Circumvention & Non-Disclosure CONTRACT)

Non-Disclosure

The parties irrevocably agree that they shall not disclose or otherwise reveal directly or indirectly to any to any unauthorized individual or entity any confidential information provided by one Party to another, including but not limited to the CONTRACT terms, product information concerning the identity of the sellers, producers, buyers, Provider of the Finances, Borrowers, brokers, distributors, refiners, manufacturers, technology owners, or the representatives of any of the above, as well as names, addresses, principals or telex / fax / telephone numbers, references to product or technology information and/or any other information deemed to be confidential or privileged within the broadest possible scope of the project or the transaction without prior specific written consent of the Party or parties generating or with the proprietary rights to such information.

Non-Circumvention

The parties agree not to circumvent or attempt to circumvent this agreement in an effort to gain fees, commissions, remunerations or considerations gained through circumvention would otherwise be deemed the rightful property of any one or several of the parties.

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SCHEDULE F: Copies of Borrower and Provider of the Finance representative’s passports

Republic of Kenya, represented by Hon. (AMB.) Ukur Yatani Egh - Cabinet Secretary, The National Treasury & planning.

Techno-Investment Module Ltd. represented by Mr. Sergey Pokusaev - CEO

Kallo Inc. represented by Mr. John Cecil – President & CEO

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SCHEDULE: G

PAYMENT SCHEDULE

The following shall be the schedule of payment for the project as per the Technical Proposal Ref # AF/KN/MAY-2020/CRR-TP-000101and Financial Proposal Ref # AF/KN/MAY-2020/CRR-FP-000101

As per Schedule E, Binding Term Sheet of this Loan Contract No. TIM-220620-001-F/INV/GOV/KE. Section 2 – Payment Process: The Finance provider (TIM) shall disperse the Total amount of €1,068,932,543 as per the following schedule:

No.	TimeLine	Amount	Payment for Projects from Kallo
1	10 Banking days after completion of finance process as indicated in the Term sheet, 25% of the total amount shall be paid to Kallo	€267,233,138	KALLO - €40,261,253 MAGNITUDO - €126,971,885 FOOD PLAN - €100,000,001
2	5 Banking days from the first payment the second payment shall be paid to Kallo	€267,233,135	KALLO - €40,261,252 MAGNITUDO - €126,971,883 FOOD PLAN - €100,000,000
3	5 Banking days from the second payment the third payment shall be paid to Kallo	€267,233,135	KALLO - €40,261,252 MAGNITUDO - €126,971,883 FOOD PLAN - €100,000,000
4	5 Banking days from the third payment the fourth payment shall be paid to Kallo	€267,233,135	KALLO - €40,261,252 MAGNITUDO - €126,971,883 FOOD PLAN - €100,000,000

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ALL PARTIES TO THIS CONTRACT AGREE TO EXECUTE THE CONTRACT IN THEIR RESPECTIVE COUNTRIES WITH SIGNATURES NOTARIZED BY LEGAL COUNSEL.

THUS, DULY SIGNED BY RESPECTIVE PARTIES AS FOLLOWS:

FOR: Techno-Investment Module Ltd.

__________________________		_______________________
Mr. Sergey Pokusaev
Director & CEO		WITNESS
Place: Toronto, Ontario, CANADA		Date: 26 June 2020


FOR: The Republic of Kenya




__________________________		______________________
Hon. Amb. Ukur Yatani Egh
Cabinet Secretary,
The National Treasury & Planning		WITNESS

Place: Nairobi, Kenya		Date: 29 June 2020


FOR: Kallo Inc.




__________________________		______________________
Mr. John Cecil		WITNESS 1
President & CEO

Place: Toronto, Ontario, CANADA		Date: 26 June 2020

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