Ethiopia Country Office
Africa Avenue, Bole Road                                                                           Tel : (251-11) 5176000
Addis Abeba, Ethiopia                                                                              Fax: (251-11) 6627717




                                                                                                  19-Apr-2021
                                                                                          Date: _________________


         Mr. Peter Knip
         Director, VNG International
         The Hague
         The Netherlands

                                       Re: Ethiopia Social Accountability Program 3
                                                (TF Grant No. TF0A9293)
                                        Amendment No. 1 to the Grant Agreement

         Dear Mr. Knip,

                  We refer to the Grant Agreement (the “Grant Agreement”), between VNG International
         (“Recipient”) and the International Development Association (“World Bank”), acting as administrator of
         the Ethiopia Social Accountability Program Phase 3 (ESAP 3) Multi-Donor Trust Fund dated April 5, 2019
         concerning the Ethiopia Social Accountability Program 3. We also refer to your letter of March 2, 2021
         requesting specific amendments to the Grant Agreement. Please note that the capitalized terms used in this
         letter (“Amendment Letter”) and not defined herein have the meanings ascribed to them in the Grant
         Agreement.

                 In view of the above, the World Bank agrees to amend the Grant Agreement with respect to the
         provisions below:

         1.       Section 3.01 of Article III of the Grant Agreement is deleted and replaced with the following:

                  “3.01 The World Bank agrees to extend to the Recipient, on the terms and conditions set forth or
                  referred to in this Agreement, a grant in an amount not to exceed eighteen million eight hundred
                  seventy five thousand three hundred fifty three United States Dollars (USD 18,875,353 ) (“Grant”)
                  to assist in financing the Project.”

         2.        Paragraph 1 (b) of the Project Description under Schedule 1 to the Grant Agreement is deleted in its
         entirety.

         3.       Paragraph 2 of Section 1.A. of Schedule 2 to the Grant Agreement is deleted and replaced with
         the following:

                  “2.      With respect to implementation of Part 1(a) of the Project.”
                                                     -2-

4.     Paragraph (g) of Section I.B of Schedule 2 to the Grant Agreement is deleted in its entirety and the
subsequent paragraphs are renumbered accordingly.

5.      Paragraph 1 (c) of Section IV.B of Schedule 2 to the Grant Agreement is deleted in its entirety.

6.     The withdrawal table in Section IV.A.2 of Schedule 2 to the Grant Agreement is deleted and replaced
        with the table shown in Annex 1 of this Amendment Letter.

7.     Section II (Eligibility Criteria, Selection Procedures and Terms and Conditions of Sub-projects
        under Part 1(b) of the Project) of Appendix 2 to the Grant Agreement is deleted in its entirety.

8.     All references to Part 1 (b) of the Project in Appendix 3 to the Grant Agreement is deleted in its
        entirety.

        Please confirm the agreement of the Recipient to the amendments set forth above by signing, dating
and returning to us the enclosed copy of this amendment letter.

         Except as specifically amended by this amendment letter, all other provisions of the Grant
Agreement shall remain in full force and effect. Upon receipt by the Bank of a copy of this amendment
letter duly countersigned by the authorized representative of the Recipient, the above amendments to the
Grant Agreement shall become effective as of the date of countersignature.

                                                 Sincerely,
                       INTERNATIONAL DEVELOPMENT ASSOCIATION


                                   By: ________________________
                                             Ousmane Dione
                      Country Director for Ethiopia, Eritrea, Sudan and South Sudan


CONFIRMED

VNG International


                                                                  27-apr-2021
By: ______________________________                         Date:______________________
      Peter Knip
      Director
      VNG International




                                                                                                     Annex 1
                                              -3-

                                                                 Percentage of Expenditures
                                      Amount of the Grant               to be financed
            Category              Allocated (expressed in USD)       (inclusive of Taxes)


(1a) Grants for Sub-projects              10,192,691                       100%
under Part 1 (a) of the Project

(2) Consulting services,
Training and Workshops                     4,718,838                       100%
(including media costs) under
Part 2 of the Project

(3) Management and
Coordination Services Fees                 3,963,824                       100%
(including goods) under Part 3
of the Project


Total Amount                              18,875,353