OFFICIAL yFo/c7
DOCUMENTS
AMENDMENT TO PARTICIPATION ARRANGEMENT
Between
International Bank for Reconstruction and Development ("IBRD"),
as trustee ("Trustee") for Tranche Three of the BioCarbon Fund ("BioCF T3")
and
United Kingdom of Great Britain and Northern Ireland,
acting through the Department for Business, Energy and Industrial Strategy ("Participant")
1.   The Participant and the Trustee entered into and executed a Participation Arrangement dated
December 17, 2013 for a Contribution by the Participant to BioCF T3 in the amount of GBP
50,000,000.00 ("Participation Arrangement").' The Participant provided the Trustee with a
promissory note in the same amount.
2.   Having received the approval of all participants in BioCF T32, the Participant intends to reduce its
Contribution to the BioCF T3 by an amount of GBP 9,700,000 (nine million seven hundred thousand
Pound Sterling) in order to recommit such amount as a contribution to the 'BioCFplus Initiative for
Sustainable Forest Landscapes - BEIS Single-Donor Trust Fund' (TF072967), subject to a new
administration arrangement to be executed between the Participant and the IBRD around the time of
this amendment.
3.   Therefore, the Participant and the Trustee herewith have jointly decided to amend the Participation
Arrangement as follows:
a)   The Participant's Contribution to the BioCF T3 will be reduced by an amount of GBP
9,700,000 (nine million seven hundred thousand Pound Sterling) from GBP 50,000,000.00 to
GBP 40,300,000.00.
4.   The Participant acknowledges the Trustee's letter dated December 13, 2017 regarding the treatment
of the Participant's existing promissory note referred to in paragraph 1 above during the process of
recommitting funds from BioCFT3 to the BioCFplus Initiative for Sustainable Forest Landscapes -
BEIS Single-Donor Trust Fund.
5.   The Participant confirms that all confirmations and acknowledgments made in the Participation
Arrangement are still true and accurate as of the date hereof.
6.   Unless otherwise defined in this letter of amendment, all capitalized terms used in this letter of
amendment will have the same meaning as given to those terms in the Participation Arrangement.
'The initial Participation Arrangement was signed by the Department of Energy and Climate Change (DECC) on behalf
of the United Kingdom of Great Britain and Northern Ireland. In July 2016, DECC and certain functions of the
Department for Business, Innovation and Skills (BIS) were merged to form the Department for Business, Energy and
Industrial Strategy (BEIS).
2 Resolution/BioCF T3/Electronic No. 2017-02 - Approval of Capital Withdrawal Plan for Tranche 3 of the BioCarbon
Fund


Unless expressly amended by this letter of amendment, all provisions under the Participation
Arrangement will remain unchanged and in full force and effect. This letter of amendment will
become effective and become an integral part of the Participation Arrangement upon being duly
counter-signed and returned to the Trustee by the Participant.
PARTICIPANT:                       t     +            Q
By:      United Kingdom oTGreat Britain and Northern Ireland,
acting through the Department for Business, Energy and
Industrial Strategy
Name:    Kate Hughes
Title:   Head of International Climate Finance
Department for Business, Energy
and Industrial Strategy
Date:        I2                            1 7
TRUSTEE:
By:     International    fo Reconstruction and Development, as
Trustee of Tranche  ee of the BioCarbon Fund
Name:    Simon-Whitcheme
Title:   Acting Practice Manager
Climate Fund Management Unit
Sustainable Development VP, Climate Change
Date:        Zco   paC6H&           20