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Power of Attorney for Incorporation of European Subsidiary (B.V.)

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Power of Attorney for Incorporation of European Subsidiary (B.V.) - attorney-drafted template. Party names and deal-specific details have been replaced with neutral placeholders. Review before use.

CONFIRMATION STATEMENT

[to be provided by and on the letterhead of the company’s outside counsel; in European countries the confirmation statement can also be issued by a civil law notary]

[COMPANY]

Attn.: Mr. [INDIVIDUAL]

[ADDRESS]

[ADDRESS]

The

[place], [date]

Dear [INDIVIDUAL],

1. I am admitted to the bar of the State of Delaware.

2. This confirmation statement is furnished to you in connection with the attached power of attorney (the “Document”) and the authority of the person(s) representing [COMPANY], a company incorporated and existing under the laws of the State of Delaware, United States of America, having its offices at [ADDRESS], United States of America, registered with the Secretary of State of the State of Delaware under number [NUMBER] (the “Company”).

3. We act as advisers on matters of the laws of the State of Delaware, United States of America, to the Company and have taken instructions solely from the Company in connection with the delivery of this confirmation statement.

4. This confirmation statement is limited to the laws of the State of Delaware, United States of America, as currently applied by the courts of the State of Delaware, United States of America, and is given on the basis that it will be governed by and construed in accordance with the laws of the State of Delaware, United States of America.

5. We hereby confirm that Mr/Ms * ____________________,

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Power of Attorney for Incorporation of European Subsidiary (B.V.)

Energy Agreements -- US - General