Buckeye Wind Energy   Class B Holdings LLC and  Subsidiaries   Consolidated Financial Statements as of December 31, 2018,  and 2017, and for each of the Three Years in the Period Ended  December 31, 2018 and  Independent Auditors’ Report
 Deloitte & Touche LLP                                                                                            111 S. Wacker Drive                                                                                            Chicago, IL 60606                                                                                            USA                                                                                             Tel: 312-486-1000                                                                                            Fax: 312-486-1486  INDEPENDENT AUDITORS’ REPORT                                                              www.deloitte.com   To the Managing Member of   Buckeye Wind Energy Class B Holdings LLC and Subsidiaries  Chicago, Illinois   We have audited the accompanying consolidated financial statements of Buckeye Wind Energy Class B  Holdings LLC and Subsidiaries (the "Company"), which comprise the consolidated balance sheets as of December  31, 2018 and 2017, and the related consolidated statements of operations, equity, and cash flows, for each of the  three years in the period ended December 31, 2018, and the related notes to the consolidated financial statements.   Management's Responsibility for the Consolidated Financial Statements   Management is responsible for the preparation and fair presentation of these consolidated financial  statements in accordance with accounting principles generally accepted in the United States of America; this  includes the design, implementation, and maintenance of internal control relevant to the preparation and fair  presentation of consolidated financial statements that are free from material misstatement, whether due to  fraud or error.   Auditors' Responsibility   Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We  conducted our audit in accordance with auditing standards generally accepted in the United States of  America. Those standards require that we plan and perform the audit to obtain reasonable assurance about  whether the consolidated financial statements are free from material misstatement.   An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the  consolidated financial statements. The procedures selected depend on the auditor's judgment, including the  assessment of the risks of material misstatement of the consolidated financial statements, whether due to  fraud or error. In making those risk assessments, the auditor considers internal control relevant to the  Company's preparation and fair presentation of the consolidated financial statements in order to design  audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion  on the effectiveness of the Company's internal control. Accordingly, we express no such opinion. An audit  also includes evaluating the appropriateness of accounting policies used and the reasonableness of  significant accounting estimates made by management, as well as evaluating the overall presentation of the  consolidated financial statements.   We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our  audit opinion.   Opinion   In our opinion, the consolidated financial statements referred to above present fairly, in all material  respects, the financial position of Buckeye Wind Energy Class B Holdings LLC and Subsidiaries as of  December 31, 2018 and 2017, and the results of their operations and their cash flows for each of the three  years in the period ended December 31, 2018, in conformity with accounting principles generally accepted in  the United States of America.     March 8, 2019
 BUCKEYE WIND ENERGY CLASS B HOLDINGS LLC AND SUBSIDIARIES  CONSOLIDATED BALANCE SHEETS                                                            As of December 31, ASSETS                                                  2018            2017 CURRENT ASSETS:   Cash and cash equivalents                         $      1,943,757 $     1,113,148    Accounts receivable                                       1,099,515        1,044,943    Prepaid expenses and deposits                                781,846           920,632            Total current assets                             3,825,118        3,078,723  LONG-TERM ASSETS:   Property, plant and equipment — net                   271,357,794    281,667,571    Long-term deposits and inventory                          1,002,639        1,008,369             Total long-term assets                       272,360,433     282,675,940        (1)  TOTAL                                               $  276,185,551  $  285,754,663  LIABILITIES AND EQUITY CURRENT LIABILITIES:   Accounts payable                                  $         162,837 $        218,297    Accounts payable — related parties                           532,894           601,216   Accrued expenses                                             286,590           304,873             Total current liabilities                           982,321        1,124,386   LONG-TERM LIABILITIES:   Asset retirement obligations                              9,076,913        8,755,204    Long-term deferred lease payable                          1,457,800        1,019,145             Total long-term liabilities                    10,534,713        9,774,349                    (1)            Total liabilities                              11,517,034      10,898,735   COMMITMENTS AND CONTINGENCIES                                           -                    -   EQUITY:   Members' equity                                       129,176,517    102,672,557    Noncontrolling interest                               135,492,000    172,183,371              Total equity                                 264,668,517    274,855,928   TOTAL                                               $  276,185,551  $  285,754,663  (1) Consolidated assets at December 31, 2018 and 2017 includes total assets of $276,191,577 and $285,760,689,  respectively,  of a certain variable interest entity (VIE) that can only be used to settle the liabilities of that VIE.  Consolidated liabilities at December 31, 2018 and 2017 includes total liabilities of $11,381,739 and $10,776,499,  respectively, of a certain VIE. See Note 6.  See notes to consolidated financial statements.                                             - 2 -
 BUCKEYE WIND ENERGY CLASS B HOLDINGS LLC AND SUBSIDIARIES  CONSOLIDATED STATEMENTS OF OPERATIONS                                                     For the Year Ended December 31,                                               2018           2017           2016  OPERATING REVENUES                        $  13,638,315  $  11,652,072  $    13,029,038  OPERATING EXPENSES:   Plant operating and maintenance expense(1)       7,642,906       5,411,870         5,190,701   Depreciation and accretion expense          10,631,486     12,651,881       12,629,314   General and administrative expense               525,667          566,878            966,771   Taxes (other than income taxes)                  811,668          648,758            620,135             Total operating expenses           19,611,727     19,279,387       19,406,921  LOSS FROM OPERATIONS                           (5,973,412)      (7,627,315)       (6,377,883)   OTHER — NET                                          24,520            32,043                2,848  NET LOSS                                       (5,948,892)      (7,595,272)       (6,375,035)  NONCONTROLLING INTEREST SHARE                (39,582,199)    (13,016,000)       (9,961,000)   NET INCOME ATTRIBUTABLE TO MEMBER         $  33,633,307  $    5,420,728 $      3,585,965  (1) For each of the three years in the period ended December 31, 2018, related party transactions in the amount     of $1,926,614, $1,859,526, and $1,929,444, respectively, are included in plant operating and maintenance      expense. See  notes  to  consolidated  financial  statements.                                            - 3 -
 BUCKEYE WIND ENERGY CLASS B HOLDINGS LLC AND SUBSIDIARIES  CONSOLIDATED STATEMENTS OF EQUITY                                                 Total       Members' Equity   Noncontrolling Interest BEGINNING EQUITY — January 1, 2016        $  305,112,639  $      110,806,139 $                 194,306,500   Capital distributions                          (8,799,206)           (6,957,255)                      (1,841,951)   Net income (loss)                              (6,375,035)             3,585,965                      (9,961,000)    ENDING EQUITY — December 31, 2016         $  289,938,398  $      107,434,849 $                 182,503,549    Capital contributions                           4,845,758                          -                        4,845,758                                                                                                                    Capital distributions                        (12,332,956)         (10,183,020)                      (2,149,936)   Net income (loss)                              (7,595,272)             5,420,728                    (13,016,000)    ENDING EQUITY — December 31, 2017         $  274,855,928  $      102,672,557 $                 172,183,371    Capital contributions                           4,106,840                          -                        4,106,840                                                                                                                    Capital distributions                          (8,345,359)           (7,129,347)                      (1,216,012)    Net income (loss)                              (5,948,892)           33,633,307                    (39,582,199)    ENDING EQUITY — December 31, 2018         $  264,668,517  $      129,176,517 $                 135,492,000  See notes to consolidated financial statements.                                                   - 4 -
 BUCKEYE WIND ENERGY CLASS B HOLDINGS LLC AND SUBSIDIARIES  CONSOLIDATED STATEMENTS OF CASH FLOWS                                                                 For the Year Ended December 31,                                                            2018            2017            2016  CASH FLOWS FROM OPERATING ACTIVITIES:   Net loss                                            $   (5,948,892)  $   (7,595,272) $   (6,375,035)   Adjustments to reconcile net loss to net cash provided by    operating activities:     Depreciation and accretion expense                    10,631,486       12,651,881      12,629,314     Changes in assets and liabilities:       Accounts receivable                                       (54,573)           (20,850)          271,879       Prepaid expenses and deposits                            138,785         (205,166)            36,693       Long-term deposits and inventory                             5,730            37,189         (254,435)       Accounts payable                                          (55,461)           (37,773)         (122,736)       Accounts payable — related parties                        (68,322)            21,699            16,352       Accrued expenses and long-term lease payable             420,375          426,477          104,233             Net cash provided by operating activities        5,069,128        5,278,185       6,306,265  CASH FLOWS FROM INVESTING ACTIVITIES:   Additions to property, plant and equipment                            -                   -      (2,896,127)                        Net cash used in investing activities                        -                   -      (2,896,127) CASH FLOWS FROM FINANCING ACTIVITIES:   Capital contributions from noncontrolling interest        4,106,840        4,845,758                      -   Capital distributions                                    (7,129,347)    (10,183,020)      (6,957,255)   Capital distributions to noncontrolling interest         (1,216,012)      (2,149,936)      (1,841,951)             Net cash used in financing activities           (4,238,519)      (7,487,198)      (8,799,206)  NET INCREASE (DECREASE) IN CASH, CASH                                                                 830,609      (2,209,013)      (5,389,068) EQUIVALENTS, AND RESTRICTED CASH  CASH, CASH EQUIVALENTS AND RESTRICTED CASH —  Beginning of year                                           1,113,148        3,322,161       8,711,229  CASH, CASH EQUIVALENTS AND RESTRICTED CASH —  End of year                                           $    1,943,757   $    1,113,148  $    3,322,161  See notes to consolidated financial statements.                                                    - 5 -
 BUCKEYE WIND ENERGY CLASS B HOLDINGS LLC AND SUBSIDIARIES   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  AS OF DECEMBER 31, 2018, AND 2017, AND FOR EACH OF THE THREE YEARS IN THE PERIOD  ENDED DECEMBER 31, 2018   1. DESCRIPTION OF BUSINESS      Buckeye Wind Energy Class B Holdings LLC, a Delaware limited liability company, together with its     subsidiaries is herein defined as the “Company.” The purpose of the Company is to own, operate and     maintain the Buckeye Wind Energy Center (the “Project”) located in Ellis County, Kansas.      The Project is a 200.5 megawatt (“MW”) electricity generating facility with 112 wind turbine generator     units. The Project commenced commercial operations in September 2015.     On December 18, 2015, the Company executed the Amended and Restated Limited Liability Company     Agreement of Buckeye Wind Energy Class B Holdings LLC (“Operating Agreement”), between Invenergy     Wind Global LLC (“Class B Member” and “Managing Member”) and HA INV Buckeye LLC (“Class A     Member”). The Class B Member is appointed to manage the day-to-day business and affairs of the     Company.      The Operating Agreement calls for available cash amounts to be allocated as follows: first, 100% to the     Class A Member, until the Class A Member has received the Minimum Distribution Amount, as outlined in     Schedule 1.1 of the Operating Agreement; second, 100% to the Class B Member, until the Class B Member     has received the amount outlined in Schedule 1.1 of the Operating Agreement; third, 66.225% to the Class A     Member and 33.775% to the Class B Member until the Class A Member has achieved the targeted internal     rate of return; and thereafter, 18.000% to the Class A Members and 82.000% to Class B Member.     The Company owns 100% of the Class B membership interest in Buckeye Wind Energy Holdings LLC     (“Holdings”), which directly owns 100% of the membership interest in Buckeye Wind Energy LLC     (“Buckeye”), the direct owner of the Project.     At December 31, 2018, consolidated members’ equity of $129.2 million was allocated $77.5 million to the     Class A Member and $51.7 million to the Class B Member.     At December 31, 2017, consolidated members’ equity of $102.7 million was allocated $72.4 million to the     Class A Member and $30.3 million to the Class B Member.  2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES      Principles of Consolidation and Basis of Presentation — The accompanying consolidated financial     statements include the accounts of the Company and its subsidiaries and have been prepared in accordance     with accounting principles generally accepted in the United States (“U.S. GAAP”). All intercompany     accounts and transactions are eliminated in consolidation.     Subsequent events were evaluated through March 8, 2019, the date the consolidated financial statements     were available to be issued.     Management Estimates — The preparation of consolidated financial statements in accordance with U.S.     GAAP requires management to make estimates and assumptions that affect the reported amounts of assets     and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial     statements and the reported amounts of revenues and expenses during the reporting period. Actual results     may differ from those estimates.     Cash and Cash Equivalents — Cash and cash equivalents consist of highly liquid investments with     original maturities of three months or less. The carrying amount of cash equivalents approximates fair value                                           - 6 -
 because of the short maturity of these instruments. The Company has not experienced any losses in such  accounts.   Inventory — Inventory is stated at the lower of cost or market using the average cost method. Inventory  consists primarily of spare parts used to generate electricity. The Company recorded $531,318 and $460,250  of inventory in long-term deposits and inventory on the consolidated balance sheets as of December 31,  2018 and 2017, respectively.  Property, Plant and Equipment — net — Property, plant and equipment is categorized as the following:      •  Land improvements – costs associated with making the land ready for use.      •  Plant – costs related to the purchase, construction or improvement of the Project.      •  Other property and equipment – any costs not associated with either land improvements or plant        activities that add lasting value to the Project.  Property, plant and equipment is recorded at cost and is depreciated on a straight-line basis over the  estimated useful lives of the assets, which range from 3 to 30 years. Maintenance and repairs are expensed in  the period incurred, while plant and equipment improvements which extend the useful lives or improve the  quality of the assets are capitalized (see Note 4).  The Company reviews the estimated lives of its fixed assets on an ongoing basis. Recent review of the actual  lives and performance of the Project Plant assets suggested that the estimated useful lives were longer than  previously estimated. The Company adjusted the useful lives of the Project Plant assets from 25 years to 30  years effective December 31, 2017. The change in estimated useful lives was accounted for as a change in  estimate on a prospective basis beginning on December 31, 2017.  The impact to the consolidated financial  statements was not material.  Impairment of Long-Lived Assets — The Company assesses the recoverability of its long-lived tangible  assets when conditions are present, which may indicate a potential impairment. The Company compares the  carrying value of the asset to the undiscounted cash flows of the related operations to determine whether any  impairment exists. Relevant factors, along with management’s plans with respect to operations, are  considered in assessing the recoverability of long-lived assets. If the Company determines, based on such  measures, that the carrying amount is impaired, the long-lived assets will be written down to their fair value  with a corresponding charge to the consolidated statements of operations. No impairment was recorded in  2018, 2017 and 2016.  Asset Retirement Obligation — The Company enters into agreements to lease land on which to construct  and operate its wind energy project. Pursuant to certain lease agreements, the Company is required to  decommission its wind energy project to provide for the restoration of the leased property at the end of the  lease terms.  The Company recognizes an asset retirement obligation (“ARO”) when it has a legal obligation to perform  decommissioning, reclamation or removal activities upon retirement of an asset.  When recording an ARO, the present value of the projected liability is recognized in the period in which it is  incurred, if a reasonable estimate of fair value can be made. The liability is accreted each period over the  maximum term of the contractual agreements. The Company records an offsetting asset to the obligation as  an increase to the carrying amount of the related long-lived asset and depreciates that cost over the  maximum term of the contractual agreements. The residual value of the related long-lived asset is excluded  from the calculation (see Note 5).  The Company uses significant assumptions and estimates to determine the amount of the asset retirement  obligations. Since these estimates can change based on new information, the Company periodically re- evaluates these assumptions and estimates. During 2017, the Company recorded adjustments related to  revised cost estimates (see Note 5).                                        - 7 -
 Variable interest entities – An entity is considered to be a VIE when its total equity investment at risk is  not sufficient to permit the entity to finance its activities without additional subordinated financial support,  or its equity investors, as a group, lack the characteristics of having a controlling financial interest. A  reporting company is required to consolidate a VIE as its primary beneficiary when it has both the power to  direct the activities of the VIE that most significantly impact the VIE's economic performance, and the  obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant  to the VIE. The Company evaluates whether an entity is a VIE whenever reconsideration events as defined  by the accounting guidance occur (see Note 6).   Noncontrolling Interest — The Company maintains control of Holdings through its management and  contractual rights even though ownership interests are held by owners other than the Company or its related  parties. As a result, the Company is required to consolidate Holdings and present the other owners’ interests  as noncontrolling interests on the consolidated financial statements. Noncontrolling interest represents the  portion of the Company’s net income (loss) and net assets that is allocated to the third party owners.  Noncontrolling interest is included as a component of equity on the consolidated balance sheets.  The Operating Agreement of Holdings calls for the allocation of profit and loss on an income tax basis.  Additionally, cash and other benefits associated with this agreement are allocated in varying amounts  throughout the life of the Holdings. Therefore, the Company and other investors’ (collectively the  “Owners”) interests in Holdings are not fixed, and the Holdings applies the Hypothetical Liquidation at  Book Value (“HLBV”) method in allocating book profit or loss measured on a pre-tax basis to the Owners.  The HLBV method measures the amount of cash that each owner would receive at each reporting date,  including tax benefits realized by the Owners, upon a hypothetical liquidation of Holdings at the net book  value of its underlying assets. The change in the amount of cash that each owner would receive at the  reporting date compared to the amount it would have received on the previous reporting date represents the  amount of profit or loss allocated to each owner for the reporting period.   Revenue Recognition — The Company primarily earns operating revenues from electricity delivered under   power purchase agreements (“PPAs”) (see Note 7), electricity sold to wholesale electric power market  (“Merchant Sales”), and renewable energy credit (“REC”) sales.  PPAs – Under the PPAs, the customer purchases all or a fixed amount of electricity generated from the  Project and its related renewable attributes. The PPAs qualify for treatment as operating leases. The  Company has determined that the sale of electricity and the related renewable energy attributes represent one  unit of accounting as the title for each item transfers as electricity is delivered. Therefore, revenue related to  the PPAs is recognized as electricity is delivered.  Merchant Sales – The Company sells electricity, as well as ancillary services, directly to the Southwest  Power Pool (“SPP”) electric power market, through day ahead offerings or real time deliveries. The  wholesale electric power market is managed by an independent system operator that purchases electricity at  market prices. Merchant sales are recognized as electricity is delivered.  REC Sales – One REC is evidence that one megawatt-hour (“MWh”) of electricity was generated from a  renewable energy resource. A REC, and its associated attributes and benefits, can be sold on a stand-alone  basis to a third-party purchaser. Revenue from RECs sold on a stand-alone basis is recognized at the time  title to the REC is transferred to the buyer (i.e., the “transfer date”). The Company recorded $67,920,  $187,895, and $116,500 from the sale of stand-alone RECs in operating revenues on the consolidated  statements of operations for the years ended December 31, 2018, 2017, and 2016, respectively.  Concentration of Credit Risk — The Company has three main customers, the Lincoln Electric System  (“LES”), SPP electric power market, and the Kansas Municipal Electric Authority (“KMEA”). All  significant revenues are for energy delivered under the Company’s PPAs and power sold to the wholesale  electric power market.                                        - 8 -
 The Company has experienced no credit losses to date on its sales, and does not anticipate material credit      losses to occur in the future with respect to related accounts receivable; therefore, no allowance for doubtful      accounts has been provided.      Land Contracts and Easements — The Company has entered into land lease agreements and easement      agreements, all of which are accounted for as operating leases. Lease expense is recognized on a straight-line      basis if the agreement includes known escalating payments over the existing lease term. Some of the lease      agreements include contingent rent payments based on a predetermined percentage of operating revenues of      the Project. Contingent rent payments are recognized in the period in which they occur (see Note 8).      Income Taxes — As a limited liability company that elected to be taxed as a partnership, the company is not      subject to income taxation under United States federal law or the state laws of Kansas where it operates. For      tax years beginning on or after January 1, 2018, the Company is subject to partnership audit rules enacted as      part of the Bipartisan Budget Act of 2015 (the “Centralized Partnership Audit Regime”).  Federal tax      payment made by the Company, under the Bipartisan Budget Act of 2015, would not be reflected as an      income tax expense but would instead be recorded through equity.Therefore, the Company has made no      accrual for United States federal or state income taxes as of December 31, 2018, 2017, and 2016.   3.  RECENT ACCOUNTING PRONOUNCEMENTS       The following table provides a brief description of recent accounting pronouncements that could have a      material effect on the Company’s consolidated financial statements:        Standard      Description                 Date of  Effect on the consolidated                                                 Adoption financial statements or other                                                          significant matters        Standards that are not yet adopted as of December 31, 2018        ASU 2014-09   The Company adopted an      January 1, The Company’s operating revenues       Revenue from  accounting standards update that 2019 are derived primarily from the sale       Contracts with provides guidance on the            of energy and renewable energy       Customers     recognition of revenue from          attributes. The Company has       (Topic 606)   contracts with customers and         determined that revenue recognition       and related   requires additional disclosures      under the new revenue standard is       ASUs          regarding such contracts (new        substantially consistent with prior                     revenue standard). The Company       practice and as a result, does not                     adopted the new revenue standard     expect to record a material                     using the modified retrospective     cumulative effect of adopting the                     approach.                            new revenue standard on January 1,                                                          2019.        ASU 2016-02   The standard requires lease assets January 1, The Company is currently reviewing       Leases (Topic and lease liabilities, including 2020 its portfolio of contracts and       842)          operating leases, to be recognized   evaluating the proper application of                     on the consolidated balance sheet    the standards update to these                     for all leases with terms longer     contracts in order to determine the                     than twelve months. The guidance     impact the adoption will have on its                     also requires disclosure of key      consolidated financial statements                     information about leasing            and related disclosures.                     arrangements. Early adoption is                           permitted.                                                                       - 9 -
 4. PROPERTY, PLANT AND EQUIPMENT — NET       Property, plant and equipment — net, consisted of the following:                                                             As of December 31,                                                       2018              2017      Land improvements                            $         8,809,634 $         8,809,634      Plant                                               292,176,956        292,176,956      Other property and equipment                            9,339,328            9,339,328                 Subtotal                                 310,325,918        310,325,918      Less accumulated depreciation                       (38,968,124)        (28,658,347)      Property, plant, and equipment — net         $     271,357,794 $     281,667,571                                                                                         The Company recorded $10,309,777, $12,439,324 and $12,424,622 of depreciation expense for the years      ended December 31, 2018, 2017, and 2016, respectively, on the consolidated statements of operations.   5.  ASSET RETIREMENT OBLIGATION       The following table provides a reconciliation of the ending aggregate carrying amount of the ARO:                                                  For the Years Ended December 31,                                             2018           2017          2016      Balance — January 1                 $    8,755,204 $    5,531,490 $    5,326,798        Revisions in ARO estimate in current year                     -       3,011,157                      -        Accretion expense                          321,709          212,557          204,692      Balance — December 31               $    9,076,913 $    8,755,204 $    5,531,490                                                                                      6. VARIABLE INTEREST ENTITIES      The Company is an equity investor in the Project in which it shares ownership rights with third-parties.      Under the arrangement, the Company maintains the decision rights around operations and maintenance of      the Project and has the obligation to absorb a significant portion of expected losses through its equity      interest. Accordingly, the Company is determined to be the primary beneficiary under the arrangement and      consolidates the entity within the consolidated financial statements.                                                                                          - 10 -
 Total assets and total liabilities of the VIE as of December 31, 2018 and 2017, were as follows:                                                          2018           2017      Assets        Current assets                              $       3,831,144 $       3,084,749        Property, plant and equipment — net              271,357,794      281,667,571        Other long-term assets                               1,002,639          1,008,369                  Total assets                       $   276,191,577 $   285,760,689      Liabilities        Current liabilities                         $          847,026 $       1,002,150        Asset retirement obligations                         9,076,913          8,755,204        Other long-term liabilities                          1,457,800          1,019,145                                                     $     11,381,739 $     10,776,499                 Total liabilities                                                    7.  POWER AGREEMENTS       On December 17, 2014, the Company entered into a 25-year PPA with LES, whereby it will sell 100.2 MWs      of its electrical output from the initial delivery date through December 2039.       On November 22, 2017, the Company entered into a 15-year PPA with Kansas Municipal Energy Agency,      whereby it will sell 41.0 MWs of it electrical output beginning in June 2018 through 2033.   8.  COMMITMENTS AND CONTINGENCIES       The Company leases land used by the Project under various operating lease agreements that extend through      2040. The Company recorded $1,970,442, of which $1,362,323, represented minimum rent payments,      $449,905, represented straight-line rent payments and $158,214 represented contingent payments for the      year ended December 31, 2018. For 2017, total lease expense incurred was $1,844,073, of which $1,362,323      represented minimum rent, $332,768 represented straight-line rent, and $148,982 represented contingent rent      payments. For 2016, total lease expense incurred was $1,695,091, of which $1,362,323 represented      minimum rent, and $332,768 represented straight-line rent.                                                                    - 11 -
 The following is a schedule by years of future minimum lease payments required under operating leases that      have an initial or remaining non-cancellable lease terms in excess of one year as of December 31, 2018:        Years Ending      December 31      2019                                                            $      1,362,323      2020                                                                    1,362,323      2021                                                                    1,362,323      2022                                                                    1,362,323      2023                                                                    1,362,323      Thereafter                                                            33,953,008      Total                                                           $    40,764,623                                                                                        Pursuant to terms under the PPA, the Company is required to make payments to LES if the Expected Annual      Output of electrical output is not delivered each annual period. No such amounts were paid by the Company      in 2018 and management does not believe that such payments are likely to be required in the future.            Pursuant to terms under the PPA, the Company is required to make payments to KMEA if the Company      doesn’t meet or exceed the guaranteed mechanical availability percentage. No such amounts were paid by      the Company in 2018 and management does not believe that such payments are likely to be required in the      future.   9.  RELATED PARTY TRANSACTIONS       On May 14, 2015, the Company entered into a Facility Management Agreement (“Agreement”) with      Invenergy Services LLC (“Services”). The Agreement calls for a fixed monthly payment of $16,580,      escalating annually for the Consumer Price Index (“CPI”), which covers all direct and indirect      administrative expenses and reimbursement for Services’ operating costs, home office labor and      out-of-pocket expenses. Per the Agreement, the Company shall pay Services a monthly management fee of      $15,640, escalated annually for CPI, and an energy services fee for an amount no greater than $10,000 until      the termination of the Agreement. The Agreement requires an annual remote monitoring and reset fee of      $1,459 per wind turbine generator (“WTG”) escalating annually for CPI until the termination of the      Agreement. Under the Agreement, Services shall also be reimbursed for direct operating expenses. The      company recorded $1,926,614, $1,859,526, and $1,929,444 of such related party transactions for the years      ended December 31, 2018, 2017, and 2016, respectively.        Some third party invoices are paid by Services or other related affiliates on behalf of the Company. Such      invoices are billed to the Company and reimbursed at cost.                                                                         - 12 -
 10. SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITIES      Noncash activities for the Company for the years ended December 31, 2018, 2017, and 2016 that have been     excluded from the consolidated statement of cash flows include the following:                                                    2018          2017           2016     Noncash investing activities:       Additions to property, plant and equipment $                   - $                   - $       (204,400)       Revisions in ARO estimate in current year                      -      (3,011,157)                       -                                                                                                                              ******                                            - 13 -