Exhibit 10.29


 


UNIT

SUBSCRIPTION AGREEMENT


 


June 6, 2008


 


The
undersigned, CPP INVESTMENT BOARD (USRE II) INC. (the
“Subscriber”), hereby agrees to subscribe for and purchase from NOBLE ENVIRONMENTAL POWER, LLC, a Delaware limited liability
company (the “Company”), and the Company hereby agrees to sell and issue
to the Subscriber, the number of Series B preferred units (the “Preferred
Units”) of the Company set forth on the Subscriber’s signature page hereto
(such Preferred Units to be issued, the “Purchased Units”) in
consideration of the payment to the Company of $100.00 per Purchased Unit (the “Subscription
Price”), the sufficiency of which is hereby acknowledged.


 


Within
two Business Days (as “Business Days” is used and defined in the Fourth
Amended and Restated Limited Liability Company Operating Agreement of the
Company, dated May 5, 2008, as amended from time to time (the “Operating
Agreement”)) of the date hereof, the Subscriber shall deposit the
Subscription Price into an account identified to the Subscriber by the Company
(the “Deposit Account”) by wire transfer of immediately available
funds.  Once the Subscription Price is
received into the Deposit Account, the Company shall immediately issue the
Purchased Units to the Subscriber without further action.


 


The
Company represents and warrants that the Purchased Units, when issued, will be
duly authorized, validly issued, fully paid and nonassessable.


 


The
Subscriber represents and warrants to the Company that the representations and
warranties of the Subscriber set forth in Section 8 of the
Operating Agreement of the Company are true and correct in all material
respects on and as of the date hereof as if made by the Subscriber on and as of
the date hereof (except to the extent expressly made as of an earlier date, in
which case such representations shall be true and correct in all material
respects as of such earlier date, and except to the extent such representations
and warranties are qualified by materiality, in which case such representations
shall be true and correct).


 


As
evidence of the restrictions on transfer, the following legends will be placed
on the certificates, if any, evidencing the Purchased Units:


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT
AND HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS.  THESE SECURITIES MAY NOT BE SOLD OR
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER
SAID ACT OR LAWS.”


 


*****


 

















 


IN
WITNESS WHEREOF,
the undersigned have executed this Unit Subscription Agreement as of the date
first written above.


 


	
   

  	
  CPP
  INVESTMENT BOARD (USRE II) INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark Wiseman

  	
   

  
	
   

  	
  Name: Mark Wiseman

  	
   

  
	
   

  	
  Title: Authorized Signatory

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Andre Bourbonnais

  	
   

  
	
   

  	
  Name: Andre Bourbonnais

  	
   

  
	
   

  	
  Title: Authorized Signatory

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NOBLE ENVIRONMENTAL POWER, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Walter Q. Howard

  	
   

  
	
   

  	
  Name: Walter Q. Howard

  	
   

  
	
   

  	
  Title: President

  	
   

  



 


Number
of Series B Preferred Units subscribed for:


500,000