Exhibit
2-C



Confidential treatment
has been requested for portions of this exhibit pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The
copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [**]. A complete
version of this exhibit has been filed separately with the Securities and Exchange Commission.



Execution
Version



TURNKEY ENGINEERING, PROCUREMENT AND
CONSTRUCTION

SERVICES AGREEMENT

(MERRICOURT WIND PROJECT)



Dated as of November 16, 2016



By and between



OTTER TAIL POWER COMPANY



as Owner



and



EDF-RE US DEVELOPMENT, LLC

as Contractor











TABLE OF CONTENTS



|                                                  | Page                                                    
|------------------------------------------------- | --------------------------------------------------------
|                                                  |                                                         
|Article 1 DEFINITIONS AND RULES OF INTERPRETATION | 1                                                       
|                                                  |                                                         
|Section 1.1                                       | Definitions                                             
|Section 1.2                                       | Rules of Interpretation                                 
|                                                  |                                                         
|Article 2 THE PROJECT                             | 19                                                      
|                                                  |                                                         
|Section 2.1                                       | Scope of Work                                           
|Section 2.2                                       | Contractor Obligations                                  
|Section 2.3                                       | Compliance                                              
|Section 2.4                                       | Project Schedule; Monthly Progress Report; Recovery Plan
|Section 2.5                                       | Engineering and Design                                  
|Section 2.6                                       | Procurement                                             
|Section 2.7                                       | Labor and Personnel                                     
|Section 2.8                                       | Project Quality Assurance Plan                          
|Section 2.9                                       | Permits and Other Approvals                             
|Section 2.10                                      | Real Property Rights                                    
|Section 2.11                                      | Turnover Packages.                                      
|Section 2.12                                      | Construction Methods and Safety Procedures              
|Section 2.13                                      | Commissioning and Testing                               
|Section 2.14                                      | Clean-up; Non-interference                              
|Section 2.15                                      | Books and Records; Audit Rights                         
|Section 2.16                                      | Commencement of the Work                                
|Section 2.17                                      | Interconnection                                         
|Section 2.18                                      | Owner’s Right to Inspect                                
|Section 2.19                                      | Notice of Claims and Liens                              
|Section 2.20                                      | Cooperation                                             
|Section 2.21                                      | Security and Assignment Agreements and Consents         
|                                                  |                                                         
|Article 3 SUBCONTRACTORS                          | 36                                                      
|                                                  |                                                         
|Section 3.1                                       | Subcontractors                                          
|Section 3.2                                       | Major Subcontracts                                      
|Section 3.3                                       | Change in Major Subcontractor due to Owner’s Objections 
|                                                  |                                                         
|Article 4 Agreement PRICE AND PAYMENTS            | 37                                                      
|                                                  |                                                         
|Section 4.1                                       | Agreement Price                                         
|Section 4.2                                       | Taxes                                                   
|Section 4.3                                       | Payment of the Agreement Price                          
|Section 4.4                                       | Disputed Invoices                                       
|Section 4.5                                       | Conditions of Payment                                   
|Section 4.6                                       | Evidence of Payments to Turbine Supplier                
|Section 4.7                                       | Guarantees; Backup Letter of Credit                     
|Section 4.8                                       | Interest                                                



i







|Section 4.9                                      | Effect of Payment                                                                                                                                                                            | 42
|------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --
|Section 4.10                                     | Set-off                                                                                                                                                                                      | 43
|Section 4.11                                     | Payment Dates                                                                                                                                                                                | 43
|Section 4.12                                     | Payment Withheld                                                                                                                                                                             | 43
|Section 4.13                                     | Release of Liens                                                                                                                                                                             | 43
|Section 4.14                                     | Final Payment                                                                                                                                                                                | 43
|                                                 |                                                                                                                                                                                              |   
|Article 5 OWNER RESPONSIBILITIES                 | 43                                                                                                                                                                                          
|                                                 |                                                                                                                                                                                             
|Section 5.1                                      | Project Site Access                                                                                                                                                                          | 43
|Section 5.2                                      | Permits                                                                                                                                                                                      | 44
|Section 5.3                                      | [Reserved]                                                                                                                                                                                   | 44
|Section 5.4                                      | Review of Design Documents                                                                                                                                                                   | 44
|Section 5.5                                      | Owner-Caused Delay                                                                                                                                                                           | 44
|                                                 |                                                                                                                                                                                              |   
|Article 6 COMPLETION; COMMISSIONING AND TURNOVER | 44                                                                                                                                                                                          
|                                                 |                                                                                                                                                                                             
|Section 6.1                                      | General                                                                                                                                                                                      | 44
|Section 6.2                                      | Foundation Completion                                                                                                                                                                        | 44
|Section 6.3                                      | WTG Mechanical Completion                                                                                                                                                                    | 45
|Section 6.4                                      | Commissioning and Turnover of Electrical Works                                                                                                                                               | 46
|Section 6.5                                      | Project Substantial Completion                                                                                                                                                               | 47
|Section 6.6                                      | Final Completion                                                                                                                                                                             | 48
|Section 6.7                                      | Achievement of Foundation Completion, Commissioning and Turnover of Electrical Works, Mechanical Completion, WTG Substantial Completion, Project Substantial Completion and Final Completion | 49
|Section 6.8                                      | Completion Guarantees                                                                                                                                                                        | 50
|Section 6.9                                      | Delay Liquidated Damages                                                                                                                                                                     | 50
|                                                 |                                                                                                                                                                                              |   
|Article 7 WARRANTIES                             | 51                                                                                                                                                                                          
|                                                 |                                                                                                                                                                                             
|Section 7.1                                      | Infrastructure Facilities Warranty                                                                                                                                                           | 51
|Section 7.2                                      | WTG Warranties                                                                                                                                                                               | 54
|Section 7.3                                      | Subcontractor Warranties                                                                                                                                                                     | 54
|Section 7.4                                      | General Limitations on Warranties and Remedies                                                                                                                                               | 54
|                                                 |                                                                                                                                                                                              |   
|Article 8 FORCE MAJEURE                          | 54                                                                                                                                                                                          
|                                                 |                                                                                                                                                                                             
|Section 8.1                                      | Performance Excused                                                                                                                                                                          | 54
|Section 8.2                                      | Disputes; Burden of Proof                                                                                                                                                                    | 56
|                                                 |                                                                                                                                                                                              |   
|Article 9 SCOPE CHANGES                          | 56                                                                                                                                                                                          
|                                                 |                                                                                                                                                                                             
|Section 9.1                                      | Scope Changes                                                                                                                                                                                | 56
|Section 9.2                                      | Scope Change by Owner                                                                                                                                                                        | 57
|Section 9.3                                      | No Unapproved Scope Changes                                                                                                                                                                  | 57
|Section 9.4                                      | Required Scope Changes                                                                                                                                                                       | 57
|Section 9.5                                      | Authorization for Scope Change                                                                                                                                                               | 58
|Section 9.6                                      | Agreement on Firm or Unit Prices                                                                                                                                                             | 58



ii







|Section 9.7                                    | Absence of Agreement on Firm or Unit Prices           | 58
|---------------------------------------------- | ----------------------------------------------------- | --
|Section 9.8                                    | Scope Changes Due to Concealed Subsurface Conditions  | 58
|Section 9.9                                    | Scope Changes Caused by a Force Majeure Event         | 59
|Section 9.10                                   | Owner-Caused Delays                                   | 59
|Section 9.11                                   | Weather Delay Days                                    | 59
|                                               |                                                       |   
|Article 10 INDEMNIFICATION                     | 60                                                   
|                                               |                                                      
|Section 10.1                                   | Indemnities                                           | 60
|                                               |                                                       |   
|Article 11 LIMITATION OF LIABILITY             | 63                                                   
|                                               |                                                      
|Section 11.1                                   | Contractor Delay Liquidated Damages Cap               | 63
|Section 11.2                                   | Contractor’s Aggregate Liability Cap                  | 63
|Section 11.3                                   | Contractor Buy-Back Right                             | 63
|Section 11.4                                   | PTC Liquidated Damages                                | 63
|Section 11.5                                   | CONSEQUENTIAL DAMAGES                                 | 64
|Section 11.6                                   | Liquidated Damages Not a Penalty                      | 64
|Section 11.7                                   | Limitation of Owner Liabilities                       | 65
|Section 11.8                                   | Releases Valid in All Events                          | 65
|                                               |                                                       |   
|Article 12 INSURANCE                           | 65                                                   
|                                               |                                                      
|Section 12.1                                   | Coverage by Contractor and Owner                      | 65
|Section 12.2                                   | No Limitation Intended                                | 65
|Section 12.3                                   | Failure to Obtain or Maintain Coverage                | 65
|                                               |                                                       |   
|Article 13 DEFAULT; TERMINATION AND SUSPENSION | 66                                                   
|                                               |                                                      
|Section 13.1                                   | Contractor Defaults                                   | 66
|Section 13.2                                   | Owner Remedies                                        | 67
|Section 13.3                                   | Owner Default                                         | 68
|Section 13.4                                   | Contractor Rights to Terminate                        | 69
|Section 13.5                                   | Termination of Asset Purchase Agreement               | 70
|Section 13.6                                   | Actions Required Following Termination                | 70
|                                               |                                                       |   
|Article 14 TITLE AND RISK OF LOSS              | 71                                                   
|                                               |                                                      
|Section 14.1                                   | Title to WTGs, Infrastructure Facilities and the Work | 71
|Section 14.2                                   | Ownership of Work Documents                           | 71
|Section 14.3                                   | Risk of Loss                                          | 72
|Section 14.4                                   | Revenues                                              | 72
|                                               |                                                       |   
|Article 15 DISPUTE RESOLUTION                  | 72                                                   
|                                               |                                                      
|Section 15.1                                   | Choice of Law                                         | 72
|Section 15.2                                   | Attempt to Resolve Disputes                           | 72
|Section 15.3                                   | Forum Selection                                       | 72
|Section 15.4                                   | WAIVER OF JURY TRIAL; ENFORCEMENT PROCEEDINGS         | 73
|Section 15.5                                   | Service of Process                                    | 73
|Section 15.6                                   | Continued Performance                                 | 73



iii









|Article 16 REPRESENTATIONS AND WARRANTIES | 73                                     
|----------------------------------------- | ---------------------------------------
|                                          |                                        
|Section 16.1                              | Contractor Representations             
|Section 16.2                              | Owner Representations                  
|                                          |                                        
|Article 17 MISCELLANEOUS PROVISIONS       | 75                                     
|                                          |                                        
|Section 17.1                              | Confidentiality                        
|Section 17.2                              | Public Announcements; Press Release    
|Section 17.3                              | Software and Other Proprietary Material
|Section 17.4                              | Notice                                 
|Section 17.5                              | No Rights in Third Parties             
|Section 17.6                              | Conflicting Provisions                 
|Section 17.7                              | Entire Agreement                       
|Section 17.8                              | Amendments                             
|Section 17.9                              | [Reserved]                             
|Section 17.10                             | Right of Waiver                        
|Section 17.11                             | Severability                           
|Section 17.12                             | Assignment                             
|Section 17.13                             | Successors and Assigns                 
|Section 17.14                             | No Partnership Created                 
|Section 17.15                             | Survival                               
|Section 17.16                             | Effectiveness                          
|Section 17.17                             | Further Assurances                     
|Section 17.18                             | Captions                               
|Section 17.19                             | Equal Employment Opportunity           
|Section 17.20                             | Counterparts                           



EXHIBITS



|Exhibit 1.1   | Description of Project Site and Real Property Rights          
|------------- | --------------------------------------------------------------
|Exhibit 2.2.2 | Part 0 – Scope of Work                                        
|              | Part 1 – WTG Technical Specifications                         
|              | Part 2a – Road Specification                                  
|              | Part 2b – Hydrology Specification                             
|              | Part 3 –Transformer Specification                             
|              | Part 4 – Foundation Technical Specifications                  
|              | Part 5 – Infrastructure Layout                                
|              | Part 6 – Collection System Technical Specifications           
|              | Part 7 –  O&M Building Technical Specifications and Floor Plan
|              | Part 8 – Power System Study Specification                     
|              | Part 9 - SCADA Specification                                  
|              | Part 10 - General Engineering Specification                   
|              | Part 11 – Substation Specification                            
|Exhibit 2.2.7 | Training Program                                              
|Exhibit 2.4.1 | Project Schedule                                              
|Exhibit 2.4.3 | Form of Monthly Progress Report                               



iv







|Exhibit 2.5.2    | Owner’s Safety Procedures                                      
|---------------- | ---------------------------------------------------------------
|Exhibit 2.5.5    | Project Document Submittals and As-Built Drawings Schedule     
|Exhibit 2.6.1    | Project One-Line Diagrams, Equipment and Material List         
|                 | Part 1 Project One-Line Diagram                                
|                 | Part 2 Example Equipment and Material List                     
|Exhibit 2.8      | Project Quality Assurance Plan                                 
|Exhibit 2.9      | List of Permits                                                
|Exhibit 2.12.1   | Contractor’s Safety Program                                    
|Exhibit 3.1.2    | Form of Assignment Clause for Subcontracts                     
|Exhibit 3.2      | List of Approved Subcontractors                                
|Exhibit 4.1      | Payment Schedule                                               
|Exhibit 4.1.1    | Options                                                        
|Exhibit 4.1.2    | Form of Owner LOC                                              
|Exhibit 4.2.4    | Tax Exemption Certificate                                      
|Exhibit 4.3      | Form of Milestone Payment Request                              
|Exhibit 4.5      | Form of Partial Lien Waivers                                   
|Exhibit 4.5.a    | Form of Final Lien Waivers                                     
|Exhibit 4.7      | Form of EDF-EN Guaranty                                        
|Exhibit 4.7.a    | Form of Construction Period Guaranty                           
|Exhibit 4.7.b    | Form of Post-Construction Guaranty                             
|Exhibit 4.7.c    | Form of Backup LOC                                             
|Exhibit 6.2.7    | Form of Foundation Completion Certificate                      
|Exhibit 6.3      | Form of WTG Mechanical Completion Certificate                  
|Exhibit 6.3.1    | Mechanical Completion Checklist                                
|Exhibit 6.4      | Form of Electrical Works Commissioning and Turnover Certificate
|Exhibit 6.4.3    | Commissioning, Test and Inspection Procedures                  
|Exhibit 6.5      | Form of WTG Commissioning and Turnover Certificate             
|Exhibit 6.5.10   | Part 1  [Reserved]                                             
|                 | Part 2  WTG Substantial Completion Certificate                 
|                 | Part 3  Project Substantial Completion Certificate             
|Exhibit 6.6.13   | Form of Final Completion Certificate                           
|Exhibit 9.11     | Contractor’s Time and Materials Rates                          
|Exhibit 12       | Insurance                                                      
|Exhibit 13.2.2   | Turbine Supply Security and Collateral Assignment              
|Exhibit 13.2.2.a | Turbine Supplier Consent to Assignment                         
|Exhibit 13.2.2.b | Prime Subcontract Security and Collateral Assignment           



SCHEDULES



|Schedule 11.4 | Adjustment of PTC Liquidated Damages
|------------- | ------------------------------------



v







TURNKEY ENGINEERING, PROCUREMENT AND
CONSTRUCTION SERVICES AGREEMENT



THIS TURNKEY ENGINEERING,
PROCUREMENT AND CONSTRUCTION SERVICES AGREEMENT (this “Agreement”), is made, entered into and effective as of
November 16, 2016, (“Effective Date”) by and between OTTER TAIL POWER COMPANY, a Minnesota corporation (“Owner”),
and EDF-RE US DEVELOPMENT, LLC, a Delaware limited liability company (“Contractor”) (each of Owner and Contractor
individually referred to as a “Party” and together as the “Parties”).



RECITALS



A.           Contractor
is in the process of developing a 150 MW wind energy generation project in McIntosh and Dickey Counties, North Dakota, capable
of supporting the installation and operation of seventy-five (75) Vestas 2.0 V110 wind turbines, each with a 2.0 megawatt nameplate
rating, and in connection therewith has acquired certain real estate rights and other assets and commenced certain development
activities (the “Project”).



B.           Owner
desires to acquire the Project prior to the commencement of construction thereof.



C.           Pursuant
to a separate Asset Purchase Agreement entered into between the Parties concurrently herewith, Owner, Contractor and certain Affiliates
of Contractor have agreed upon the terms whereby Contractor will sell the Project Site, the 5% Safe Harbor Turbines and certain
other assets related to the Project to the Owner.



D.           Owner
desires to engage and hire Contractor to provide certain project management, design, engineering, procurement, construction, commissioning,
start-up, turnover and related services for the Project, all on a turnkey fixed price basis, and in accordance with the terms and
conditions specified herein.



E.           The
Parties desire to enter into this Agreement in order to set forth their respective rights and obligations.



AGREEMENT



NOW THEREFORE, in consideration
of the foregoing premises, the mutual agreements herein contained, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties agree as follows:



Article
1DEFINITIONS AND RULES OF INTERPRETATION



Section 1.1           Definitions.
As used in this Agreement, the following terms shall have the meanings indicated:



“5% Safe Harbor
Turbines” has the meaning set forth in the Asset Purchase Agreement.











“Affiliate”
means with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is
controlled by or is under common control with that Person. The term “control” (including, with correlative meaning,
the terms “controlled by” and “under common control with”), as used with respect to any Person,
means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such
Person, whether through the ownership of voting securities or partnership interests, by contract or otherwise.



“Agreement”
means this Turnkey Engineering, Procurement and Construction Services Agreement and all Exhibits hereto, as the same may be
modified, amended, or supplemented from time to time in accordance with the terms hereof.



“Agreement
Documents” means this Agreement, Exhibits, Drawings, As-Built Drawings, Documents, Technical Specifications, Scope Change
Orders and Design Documents.



“Agreement Price” has
the meaning set forth in Section 4.1.



“Applicable
Laws” means all statutes, laws, treaties, ordinances, exemptions, judgments, decrees, injunctions, writs, orders, rules,
regulations, any necessary permits, authorizations or licenses, and interpretations of any governmental authorities having proper
jurisdiction over, or otherwise exercising authority with respect to, the Parties, the Project, the performance of the obligations
to be performed hereunder, or the operation of the Project.



“Applicable
Standards” means Prudent Industry Practices and Prudent Engineering Practices; provided, however, that
if any portion of such standards or codes conflict with or is less stringent than any Applicable Laws, such conflicting or less
stringent portions of such standards shall not be deemed “applicable.”



“As-Built
Drawings and Documentation” has the meaning set forth in Section 2.5.



“Asset Purchase
Agreement” means that certain Asset Purchase Agreement dated as of the Effective Date by and between Owner, Contractor,
Power Partners Midwest, LLC, a Delaware limited liability company, EDF Renewable Development, Inc., a Delaware corporation, and
Merricourt Power Partners, LLC, a Delaware limited liability company.



“Authorized
Representatives” means Contractor’s Representative and Owner’s Representative collectively.



“Backup LOC”
has the meaning set forth in Section 4.7.



“Business
Day” means any day other than Saturday, a Sunday, or a holiday, on which banks are generally open for business in both
Minneapolis, Minnesota and Fargo, North Dakota.



“Buy-Back
Amount” has the meaning set forth in Section 11.3



“Buy-Back
Right” has the meaning set forth in Section 11.3.



2







“Change in
Law” means the enactment, adoption, promulgation, issuance, modification, or repeal after the Effective Date of any Applicable
Laws or Permit or any material change in the interpretation of any Applicable Laws or Permit by any Governmental Authority or court
of law that adversely affects Contractor’s costs or schedule for performing the Work, except that (i) a change in federal,
state, or local income tax law shall not be a Change in Law and (ii) an enactment, adoption, promulgation, or material change
in the interpretation of an Applicable Law or Permit that is published prior to the Effective Date but that becomes effective after
the Effective Date shall not be a Change in Law.



“Closing Date”
shall mean the “Closing Date” under and as such term is defined in the Asset Purchase Agreement.



“Code”
means the Internal Revenue Code of 1986, as amended and in effect.



“Commissioning”
means the start-up and commissioning activities to be conducted in accordance with the Commissioning Test and Inspection Procedures.



“Commissioning
and Turnover of Electrical Works” has the meaning set forth in Section 6.4.



“Commissioning
Test and Inspection Procedures” means the test and inspection procedures set forth in Exhibit 6.4.3.



“Completion
Certificate” or “Completion Certificates” has the meaning set forth in Section 6.7.



“Concealed
Subsurface Conditions” has the meaning set forth in Section 9.8.



“Confidential
Information” has the meaning set forth in Section 17.1.



“Collection
Substation” means the substation to be constructed as part of the Project described in Exhibit 2.2.2, Part
11.



“Construction
Period Guaranty” means a guaranty by EDF-EN of the full and timely payment of the obligations of Contractor hereunder
and of Sellers under the Asset Purchase Agreement, in the form of Exhibit 4.7.a in an amount not to exceed [**] ($[**]).



“Construction
Period Guaranty Expiration” has the meaning set forth in Section 4.7.2.



“Construction
Services” means all services required to construct a fully operational Project; and further provided that any Change
in Law shall not affect Contractor’s obligation to complete such actions and services, including the Permits.



_____________________________

[**] Denotes confidential information that has been omitted
from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.

3







“Consumable
Parts” has the meaning set forth in Section 2.6.2.



“Contractor” has the
meaning set forth in the Preamble.



“Contractor
Event of Default” has the meaning set forth in Section 13.1.



“Contractor Indemnified Party”
has the meaning set forth in Section 10.1.4.



“Contractor’s
Representative” means Benjamin Pillod, as such person may be changed from time to time by Contractor in writing to Owner.



“Contractor’s
Safety Program” means the safety plan and program prepared by Contractor in accordance with Section 2.12.1.



“Coordinator
of Local Hiring Services” has the meaning set forth in Section 2.7.3.



“Counties”
has the meaning set forth in Section 2.7.3.



“Credit Trigger
Event” means (a) with respect to EDF-EN, the failure of (i) Électricité de France S.A.to own, directly
or indirectly, at least fifty percent (50%) of the issued and outstanding equity of EDF-EN; or (ii) EDF-EN to have a Tangible Net
Worth of at least €1,750,000,000.00, (b) with respect to EDF-RE, the failure of EDF-RE to have a Tangible Net Worth of at
least $50,000,000.00 and (c) with respect to Owner, the downgrading of Owner’s senior unsecured credit rating by any two
Rating Agencies to below BBB- (or Baa3 in the case of Moody’s).



“Critical
Path” means the sequence of activities and milestones required to complete the Project within the time period set forth
in the Project Schedule.



“Day” or “Days”
means one or more calendar days.



“Defect”
or “Defective” means (a) a failure to perform engineering or design services that are a part of the Work
in accordance with the Requirements of the Agreement or (b) any construction of the Work, or a part or a component thereof,
that (i) breaks, (ii) ceases to perform the function for which it was designed or installed, (iii) fails to conform
to the Requirements of this Agreement, or (iv) is not free of defects or deficiencies in material or workmanship. The term
“Defects” shall neither be construed to include damage caused by Owner’s or any third parties’ acts
or omissions (other than the acts and omissions of Contractor, its Subcontractors or any Person directly or indirectly employed
by any of them or for whom any of them are responsible) to the extent arising out of abuse, misuse, negligence in operation, maintenance
and repair (unless such act or omission was taken or made at the written direction of Contractor) or failure to follow Contractor’s
or manufacturers’ written recommendations and directions set forth in Documents required to be delivered hereunder and Prudent
Industry Practices, nor shall the term “Defects” be construed to include ordinary wear and tear (unless as a
result of a defect or deficiency).



“Delay Liquidated Damages”
has the meaning set forth in Section 6.9.



4







“Design Development”
means the process in which the Contractor prepares and revises Design Documents.



“Design Documents” has
the meaning set forth in Section 2.5.2.



“Documents” shall have
the meaning set forth in Section 14.2 of this Agreement.



“Dollars” or “$”
means the lawful currency of the United States of America.



“Drawings”
means all (i) drawings or supplementary drawings furnished by Contractor as a basis for soliciting proposals, (ii) drawings,
if any, submitted by Contractor with its proposal which are included in this Agreement, and (iii) engineering data and drawings
submitted by Contractor, if any, during the progress of the Work, provided such drawings are prepared in collaboration with Owner
in accordance with the Requirements and the terms of this Agreement.



“EDF-EN” means EDF Energies
Nouvelles, S.A., a French société anonyme.



“EDF-EN Guaranty” means
a guaranty by EDF-EN of the full and timely payment of the obligations of Contractor hereunder and of Sellers under the Asset Purchase
Agreement, in the form of Exhibit 4.7.1 in an amount not to exceed [**] ($[**]).



“EDF-EN Guaranty Expiration”
has the meaning set forth in Section 4.7.1.



“EDF-RE” means EDF Renewable
Energy, Inc., a Delaware corporation.



“Effective Date” has
the meaning set forth in the Preamble.



“Electrical
Works Commissioning and Turnover Certificate” means a certificate in the form of Exhibit 6.4.



“Electrical Works” means
the facilities, equipment and work described in Exhibit 2.2.2-Part 3, Exhibit 2.2.2-Part
6 and Exhibit 2.2.2-Part 11.



“Environmental
Laws” means all Laws that regulate or relate to (a) the protection or clean-up of the environment; (b) the
Handling of Hazardous Materials; (c) the preservation or protection of waterways, groundwater, drinking water, air, wildlife,
plants or other natural resources; and (d) the health and safety of persons or property, including, without limitation, protection
of the health and safety of employees, including the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601
et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Clean Water Act; the Clean Air
Act, 42 U.S.C. § 7401 et seq.; the Toxic Substances Control Act, 15 U.S.C. §§ 2601 through 2629;
the Oil Pollution Act, 33 U.S.C. § 2701 et seq.; the Emergency Planning and Community Right-to-Know Act, 42 U.S.C. § 11001
et seq.; the Safe Drinking Water Act, 42 U.S.C. §§ 300f through 300j; the Occupational Safety and Health
Act, 29 U.S.C. § 651 et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. § 5101 et seq.;
the Endangered Species Act, 16 U.S.C. § 1531 et seq.; the Migratory Bird Treaty Act 16 U.S.C. § 703
et seq.; the Bald and Golden Eagle Protection Act 16 U.S.C. § 668 et seq.; Centers for Disease Control guidelines,
policies and procedures; and all other analogous or related Laws currently in effect (including implementing regulations promulgated
pursuant thereto) of any Governmental Authority having jurisdiction over the assets in question addressing pollution control or
protection of Protected Species, the environment, wildlife, plants, natural resources, or human health.



_____________________________

[**] Denotes confidential information
that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities
and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.



5







“Exhibits” means each
Exhibit attached hereto and incorporated in its entirety by this reference.



“Extended Force Majeure Event”
has the meaning set forth in Section 8.1.8.



“Final Completion” has
the meaning set forth in Section 6.6.



“Final Completion Certificate”
means the certificate in the form of Exhibit 6.6.13.



“Final Lien
Waiver” means a sworn statement and waiver of liens prepared by Contractor and each Major Subcontractor, as applicable,
which provides that such Person unconditionally waives and releases all mechanic’s liens with respect to all Work for which
Contractor requested final payment in the form set forth in Exhibit 4.5.a, Final Lien Waivers.



“Final IRS
Determination” means (a) a decision, judgment, decree or other order by any court of competent jurisdiction, which
decision, judgment, decree or other order has become final after all allowable appeals (other than appeals to the United States
Supreme Court) by the parties to the action have been exhausted or the time for filing such appeals has expired, (b) a closing
agreement entered into under Section 7121 of the Code or any other settlement agreement entered into in connection with an
administrative or judicial proceeding entered into in accordance with this Agreement, (c) the expiration of the time for instituting
suit with respect to a claimed deficiency or (d) the expiration of the time for instituting a claim for refund, or if such
a claim was filed, the expiration of the time for instituting suit with respect thereto.



“Force Majeure
Event” means any event that wholly or partly prevents or delays the performance by the Party affected of any obligation
arising under the Agreement Documents, but only if and to the extent (i) such event is beyond the reasonable control of, and
(ii) without fault or negligence of the Party claiming the Force Majeure Event. Subject to the foregoing, Force Majeure Event
may include, without limitation: condemnation; expropriation; invasion; plague; drought; landslide; tornado; hurricane; tsunami;
flood; a lightning strike that causes damage to equipment or materials on the Project Site; earthquake; fire; blizzards; ice storms;
precipitation in excess of the 25-year, 24-hour precipitation event threshold as determined by the National Climatic Data Center,
National Oceanic and Atmospheric Administration, for the area in which the Jamestown Regional Airport is located; explosion; epidemic;
quarantine; war (declared or undeclared), terrorism or other armed conflict; material physical damage to the Project caused by
third parties (which shall not include any of Contractor’s Subcontractors or their employees); strikes and other labor disputes
of a regional nature not occurring on the Project Site; riot or similar civil disturbance or commotion; other acts of God; acts
of the public enemy; blockade; insurrection, riot or revolution; sabotage or vandalism; embargoes; and, actions of a Governmental
Authority including any Change in Law.



6







Force Majeure Event
shall also include the following: (a)  failure of Subcontractors of Contractor to deliver goods or Work in a timely manner
due to a Force Majeure Event affecting such suppliers; (b) the unavailability of interconnection to the Transmission Provider’s
transmission system or receipt of back feed power to the Project, which results from any cause or event (unless caused by the acts
or omissions of Contractor or any of its Subcontractors) but only to the extent that such transmission or backfeed power unavailability
prevents Contractor from commissioning the infrastructure facilities in order to achieve Substantial Completion by the Guaranteed
Project Substantial Completion Date; (c) delays in transportation resulting from accidents or closure of roads or other transportation
routes by governmental authorities which are caused by a Force Majeure Event, and (d) with respect to completion of any Punch
List Items required to achieve Final Completion (if Substantial Completion has occurred) that require the movement or penetration
of soil, including, without limitation, re-grading or re-seeding, seasonal frozen ground conditions at the Project Site.



In no instance shall the following be considered
events beyond Contractor’s reasonable control or constitute a Force Majeure Event: (i) labor disturbances related only
to the Project Site (except that such exclusion of labor disturbances from a Force Majeure Event shall not include national or
regional labor disturbances that affect the Project Site), (ii) availability of, or price levels or fluctuations with respect
to labor, goods, materials, services, supplies or components of equipment related to the Work to be supplied by Contractor under
this Agreement, (iii) economic hardship (including lack of money), (iv) any failure by the Contractor to obtain or maintain
any applicable permit it is required to obtain and maintain hereunder caused by Contractor’s own act or omission, (v) any
other act, omission, delay, default or failure (financial or otherwise) of a Subcontractor, other than those caused by a Force
Majeure Event, (vi) Weather Delay Days, or (vii) any delay or failure of Contractor to obtain equipment due to the delay
or failure of any Subcontractor to perform any obligation to Contractor unless such delay or failure is caused by a Force Majeure
Event.



“Foundation
Completion” means the satisfaction of all of the requirements set forth in Section 6.2.



“Foundation
Completion Certificate” means a certificate in the form set forth in Exhibit 6.2.7 hereto.



“Foundation
Load Specifications” shall mean the design loads for the Foundations set forth in Exhibit 2.2.2-Part
4, Foundation Technical Specifications.



“Foundations”
mean WTG foundations constructed pursuant to the Foundation Load Specifications.



“Governmental
Authority” means any federal, state, local or other governmental, judicial, public or statutory instrumentality, tribunal,
agency, authority, body or entity, or any political subdivision thereof having legal jurisdiction over the Agreement, the performance
of the Work, or the Parties.



7







“Guaranteed
Completion Dates” has the meaning set forth in Section 6.8.



“Guaranteed Final Completion Date”
has the meaning set forth in Section 6.8.



“Guaranteed Project Substantial
Completion Date” means October 31, 2019, as modified in accordance with Section 5.5 and Article 9;
provided,that (a) if the Closing Date occurs after November 1, 2018 and on or prior to March 1, 2019, the Guaranteed Project
Substantial Completion Date shall be extended on a day for day basis for each day between November 2, 2018 and the Closing Date,
(b) if the Closing Date occurs on or after March 2, 2019 and on or before June 30, 2019, the Guaranteed Project Substantial Completion
Date shall mean August 31, 2020, and (c) if, following issuance by Owner of a Limited Notice to Proceed on or before July 1, 2019,
the Closing Date occurs on or before September 1, 2019, the Guaranteed Project Substantial Completion Date shall mean October 31,
2020, in each case as modified in accordance with Section 5.5 and Article 9.



“Guaranteed Mechanical Completion
Date” means September 30, 2019 as modified in accordance with Section 5.5 and Article 9;
provided,that (a) if the Closing Date occurs after November 1, 2018 and on or prior to March 1, 2019, the Guaranteed Mechanical
Completion Date shall be extended on a day for day basis for each day between November 2, 2018 and the Closing Date, (b) if the
Closing Date occurs on or after March 2, 2019 and on or before June 30, 2019, the Guaranteed Mechanical Completion Date shall mean
July 31, 2020, and (c) if, following issuance by Owner of a Limited Notice to Proceed on or before July 1, 2019, the Closing Date
occurs on or before September 1, 2019, the Guaranteed Mechanical Completion Date shall mean September 30, 2020, in each case as
modified in accordance with Section 5.5 and Article 9.



“Guarantor”
means (i) EDF-EN with respect to the EDF-EN Guaranty and the Construction Period Guaranty and (ii) EDF-RE with respect to the Post-Construction
Guaranty.



“Guaranty”
means each of the EDF-EN Guaranty, the Construction Period Guaranty and the Post-Construction Guaranty.



“Hazardous
Materials” means any substance pollutant, contaminant, chemical, material or waste that is regulated, listed or identified
under any Environmental Law, or which is deemed or may be deemed hazardous, dangerous, damaging or toxic to living things or the
environment, and shall include, without limitation, any flammable, explosive, or radioactive materials; hazardous materials; radioactive
wastes; hazardous wastes; hazardous or toxic substances or related materials; polychlorinated biphenyls; petroleum products, fractions
and by-products thereof; asbestos and asbestos-containing materials; medical waste, solid waste, and any excavated soil, debris,
or groundwater that is contaminated with such materials; any hazardous substance under the Comprehensive Environmental Response,
Compensation and Liability Act, as amended (42 U.S.C.A. § 9601 et seq.), any solid waste under the Resource Conservation
and Recovery Act of 1976, as amended (42 U.S.C.A. § 6901 et seq.), or any contaminant, pollutant, waste or toxic
substance under the Clean Air Act, as amended (42 U.S.C.A. § 7401 et seq.), the Federal Water Pollution Control
Act, as amended (33 U.S.C.A. § 1251 et seq.), the Safe Drinking Water Act, as amended (42 U.S.C.A. § 300f
et seq.), the Emergency Planning and Community Right-To-Know Act, as amended (42 U.S.C.A. sec. 110001 et seq.), the Occupational
Safety and Health Act, as amended (29 U.S.C.A. sec. 651 et seq.), the Hazardous Materials Transportation Act, as amended,
(49 U.S.C.A. sec. 5101 et seq.) or the Toxic Substances Control Act, as amended (15 U.S.CA. § 2601 et seq.).



8







“Infrastructure
Facilities” means all of the balance of the plant work, including but not limited to, buildings, roads, Foundations,
laydown areas, Electrical Works and other permanent fixtures as more fully described in Exhibit 2.2.2-Part 5.



“Infrastructure Facilities Warranty”
has the meaning set forth in Section 7.1.1.



“Infrastructure Facilities Warranty
Period” has the meaning set forth in Section 7.1.2.



“Infrastructure Facilities Warranty
Service” has the meaning set forth in Section 7.1.3.



“Intellectual Property Rights”
has the meaning set forth in Section 17.3.



“Interconnection
Agreement” means either (i) the Generator Interconnection Agreement made and entered into as of October 10,
2011 by and between EDF Renewable Development, Inc. (formerly known as enXco Development Corporation), Montana-Dakota Utilities,
a Division of MDU Resources Group Inc. and MISO and associated with MISO Interconnection Queue Request G359, together with all
other rights in MISO Interconnection Queue Request G359 and all associated studies, reports and communications with MISO related
thereto or (ii) the Generator Interconnection Agreement to be entered into for MISO Interconnection Queue Request J457, together
with all other rights in MISO Interconnection Queue Request J457 and all associated studies, reports and communications with MISO
related thereto, as applicable.



“Interconnection
Substation” means the Transmission Owner’s Wisheksubstation, located in McIntosh County, North Dakota,
at which the Point of Interconnection is made.



“Kick-Off
Meeting” has the meaning set forth in Section 2.5.4.



“LIBOR”
means, for any day, a rate per annum equal to the “London Interbank Offered Rate (Libor)” for a three (3) month period
as set forth in the Money Rates Section of The Wall Street Journal, Western Regional Edition (“The Wall Street Journal”),
on such day (or, if The Wall Street Journal is not published on such day, the next preceding Business Day on which The Wall Street
Journal is so published); provided that, if The Wall Street Journal is no longer published or the applicable LIBOR rate is no longer
quoted therein, then “LIBOR” shall be a reasonably comparable rate as shall be mutually agreed upon by Owner and Contractor.



“Limited Notice to Proceed”
means the limited notice issued by Owner and reasonably agreed to by Contractor prior to the issuance of the full Notice to Proceed,
directing Contractor to commence certain engineering work and to carry out the purchase of long lead-time materials related to
the Project, the aggregate value of which shall be equal to Three Million Five Hundred Thousand and 00/100 Dollars ($3,500,000)(or such other amount as the Parties may agree) and will be non-refundable subject to Contractor’s compliance with
the last sentence of Section 2.16.



9







“Major Subcontract”
means any agreement(s) between Contractor and a first-tier Subcontractor having an aggregate value in excess of Five Hundred Thousand
and 00/100 Dollars ($500,000.00) for performance of any part of the Work at the Project Site. Notwithstanding anything herein to
the contrary, the Turbine Supply Agreement shall not be considered to be a Major Subcontract.



“Major Subcontractor”
means any Subcontractor with whom Contractor will enter (or has entered) into a Major Subcontract to perform work on the Project.
Notwithstanding anything herein to the contrary, the Turbine Supplier shall not be considered to be a Major Subcontractor.



“Mandatory
Comments” has the meaning set forth in Section 2.5.6.2.



“Mechanical Completion”
has the meaning set forth in Section 6.3.



“Mechanical
Completion Certificate” means a certificate in the form set forth in Exhibit 6.3, Form of WTG Mechanical
Completion Certificate.



“Milestone”
means Critical Path ‘milestone’ designated as such in Exhibit 2.4.1.



“Milestone Payments”
has the meaning set forth in Section 4.3 and as further described in Exhibit 4.1 Payment Schedule.



“Milestone
Payment Request” means the written request for a Milestone Payment in substantially the form of Exhibit 4.3,
Form of Milestone Payment Request.



“Monthly Progress
Report” means a monthly written report prepared by Contractor in the form of Exhibit 2.4.3, Form
of Monthly Report describing the actual progress of the Work showing in detail the progress to date and the then-current scheduling
of all major elements of design, procurement, construction, testing and other aspects of the Work, including the incorporation
of delay and acceleration analyses where appropriate, as specified in the Project Schedule.



“MPT”
means the main power transformer for the Project.



“MPT Supply
Agreement” means that certain MPT supply agreement entered into between Contractor and any MPT supplier.



“MW” means megawatt.



“Notice to
Proceed” means the notice deemed issued by Owner and received by Contractor directing Contractor to commence the Work
in accordance with the terms of this Agreement which shall be deemed issued by Owner and received by Contractor as of the Closing
Date under the Asset Purchase Agreement.



“Notice to Proceed Date”
means the date of issuance of the Notice to Proceed which shall be the same as the Closing Date.



10







“Owner” has the meaning
set forth in the Preamble.



“Owner-Caused Delay”
has the meaning set forth in Section 5.5.



“Owner Event of Default”
has the meaning set forth in Section 13.3.



“Owner Indemnified Party”
has the meaning set forth in Section 10.1.1.



“Owner LOC” has the meaning
set forth in Section 4.1.2.



“Owner’s
Representative” means Harvey McMahon, as such person may be changed from time to time by Owner in writing to Contractor.



“O&M Manual”
means the complete system instructions and procedures for the operation and maintenance of the WTG and the Infrastructure Facilities,
including Contractor’s manufacturers’, vendors’, suppliers’ and Subcontractors’ recommended list
of Spare Parts, all safety information and any precautionary measures therefore.



“Partial Lien
Waiver” means a sworn statement prepared by the Contractor and each Subcontractor performing work at the Project Site
in the form set forth in Exhibit 4.5, Form of Partial Lien Waivers.



“Party” or “Parties”
have the meaning set forth in the Preamble.



“Payment Schedule”
means the schedule of payments to be made by Owner to Contractor set forth in Exhibit 4.1, Payment Schedule.



“Permissible
Materials” has the meaning set forth in Section 2.12.5.1.



“Permit”
means any valid waiver, exemption, variance, certificate, franchise, permit, authorization, license or similar order, of or from,
or registration or filing with, or notice to, any Governmental Authority that is required by Applicable Laws to be obtained or
maintained in connection with design, engineering, procurement, construction, testing, operation or maintenance of the Project,
the Project Site, performance of the Work, testing, Commissioning, health and safety, or the environmental condition of the Project
or the Project Site.



“Person”
means any individual, corporation, partnership, limited liability company, association, joint stock company, trust, unincorporated
organization, joint venture, government or political subdivision or agency thereof, Governmental Authority, or any other entity
or organization.



“Point of
Interconnection” means the Wishek-to-Ellendale 230kV transmission line owned by Transmission Owner where the Merricourt
Project substation will connect into the Transmission Provider’s system.



“Post-Construction
Guaranty” means a guaranty by EDF-RE of the full and timely payment of the obligations of Contractor hereunder and of
Sellers under the Asset Purchase Agreement, in the form of Exhibit 4.7.b in an amount not to exceed [**] ($[**]).



____________________________

[**] Denotes confidential information that has been omitted
from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.



11







“Post-Construction
Guaranty Expiration” has the meaning set forth in Section 4.7.3.



“Pre-Existing
Hazardous Material” means (i) any Hazardous Material that existed on or in the Project Site prior to the date when
Contractor or any Subcontractor or other representative of Contractor is present on the Project Site on or following the Notice
to Proceed Date and (ii) any Hazardous Material brought to the Project Site by Owner or any third party (other than any Subcontractor)
after the Notice to Proceed Date.



“Prime Subcontract” means
the Engineering, Procurement and Construction Services Agreement, dated as of the Closing Date, by and between Contractor and Prime
Subcontractor.



“Prime Subcontract Security and
Collateral Assignment Agreement” means the agreement under which Contractor has created a security interest in the Prime
Subcontract in favor of Owner, substantially in the form set forth in Exhibit 13.2.2.b.



“Prime Subcontractor”
means the Contractor approved prime subcontractor selected from the list set forth in Exhibit 3.2prior to the
Notice to Proceed Date.



“Prime Subcontractor Consent to
Assignment” means a consent to assignment by Prime Contractor and acknowledged by Contractor, in form and substance reasonably
satisfactory to Owner.



“Project”
means the complete integrated wind-powered electricity generating plant, consisting of the Infrastructure Facilities and the WTGs,
with a nominal nameplate capacity of 150 MW to be located on the Project Site to be developed, designed, procured, constructed,
interconnected, tested and commissioned under this Agreement, including all structures, facilities, appliances, lines, conductors,
instruments, equipment, apparatus, components, roads and other real and personal property and/or Real Property Rights comprising
and integrating the entire facility described generally in the Technical Specifications.



“Project Closing”
shall mean the “Closing” with respect to the “Project” under and as such terms are defined in the Asset
Purchase Agreement.



“Project Quality Assurance Plan”
shall mean the quality assurance plan described in Section 2.8 and as attached hereto as Exhibit 2.8,
Project Quality Assurance Plan.



“Project Schedule”
means the schedule in Primavera, Microsoft Project or other mutually agreeable electronic format as set forth in Exhibit
2.4.1 that describes certain dates and the time of completion of key milestones for timely completion of the Work as provided
pursuant to Section 2.4.1.

12







“Project Site” means
all those parcels of land that are subject to the Real Property Rights on which the Project will be located, as more particularly
described in Exhibit 1.1, Description of Project Site and Real Property Rights.



“Project Substantial Completion”
has the meaning set forth in Section 6.5.



“Project Substantial Completion
Certificate” means a certificate in the form of Exhibit 6.5.10-Part 3.



“Project Substantial Completion
Date” means the date on which Project Substantial Completion has been achieved under Section 6.5.



“Project Surety
Bond” has the meaning set forth in Section 4.7.2.



“Prudent Engineering
Practices” means those practices, methods, equipment, specifications and standards of safety and performance, as the
same may change from time to time, that prevail among national professional construction and engineering firms performing engineering,
procurement and construction services on wind energy facilities in the U.S. of a type and size and having geographical and
climatic attributes similar to the Project which, in the exercise of reasonable judgment and in the light of the facts known at
the time the decision was made, are considered good, safe and prudent practice in connection with the design, construction and
use of wind energy generating and operating, electrical and other equipment, facilities and improvements, with commensurate standards
of safety, performance, dependability, efficiency and economy, and as are in accordance with Applicable Laws and generally accepted
national standards of professional care, skill, diligence and competence applicable to design, engineering, construction and project
management practices. Prudent Engineering Practices are not intended to be limited to the optimum practices, methods or acts to
the exclusion of all others, but rather to be a spectrum of good and proper practices, methods and acts.



“Prudent Industry
Practices” means for wind electric generation facilities of a type and size and having geographical and climatic attributes
similar to the Project, those practices, methods, specifications and standards of safety, performance, dependability, efficiency
and economy recognized by a significant portion of the industry members in the U.S. as good and proper, and such other practices,
methods or acts which, in the exercise of reasonable judgment by those reasonably experienced in the industry in light of the facts
known at the time a decision is made, would be expected to accomplish the result intended at a reasonable cost and consistent with
Applicable Laws, reliability, safety, and expedition. Prudent Industry Practices are not intended to be limited to the optimum
practices, methods or acts to the exclusion of all others, but rather to be a spectrum of good and proper practices, methods and
acts.



“PTC”
means production tax credits under Section 45 of the Code.



“PTC Liquidated
Damages” has the meaning set forth in Section 11.4.



“Punch List
Items” means a monetized list which includes each item of Work that:



(a)          Owner
and Contractor agree remains to be performed by Contractor following Project Substantial Completion;



13







(b)          does
not, in Contractor’s and Owner’s reasonable judgment, affect the ability of Owner to safely operate the Project in
accordance with Applicable Standards and in compliance with all Applicable Laws;



(c)          does
not, in Contractor’s and Owner’s reasonable judgment, affect the operability (including capacity, efficiency, reliability,
or cost effectiveness), safety or mechanical or electrical integrity of the Project; and



(d)          does
not, in Contractor’s and Owner’s reasonable judgment, affect the ability to Commission and test the WTGs, Infrastructure
Facilities and the other components of the Project.



“Purchase
Order” means the Owner issued purchase order that is issued, among other things, for the administrative purpose of facilitating
the invoice and payment process.



“Qualified Institution”
means the United States office of a commercial bank or trust company (which is not an Affiliate of any Party), having assets of
at least $10 billion, and having Credit Ratings from two Ratings Agencies of at least A3 (in the case of Moody’s) or
A- (in the case of S&P or Fitch).



“Real Property
Rights” means all rights in or to real property (such as easement rights or other rights to use or access the Project
Site), leases, agreements, Permits, easements, licenses, private rights-of-way, crossing and other rights required to be obtained
or maintained in connection with construction of the Project on the Project Site, transmission of electricity to Transmission Provider,
performance of the Work, or operation of the Project, a description of which is set forth in Exhibit 1.1.



“Recovery
Plan” has the meaning set forth in Section 2.4.4.



“Release”
means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, migrating
or disposing into the environment or the workplace of any Hazardous Material, and otherwise as defined in any Environmental Law.



“Requirements
of this Agreement” means in accordance with the terms and conditions of this Agreement, and with Prudent Industry Practices,
Prudent Engineering Practices, Applicable Standards and Applicable Laws.



“Retainage”
has the meaning set forth in Section 4.3.



“Retainage
Cap” has the meaning set forth in Section 4.3.



“SCADA System”
means the automated remote monitoring system (Wind SCADA 1) including central computer, to be supplied by Contractor as part
of the Work, as more fully described in the Technical Specifications, that collects (i) availability and power generation
data from each WTG, (ii) wind direction and speed data, and (iii) other operational parameters describing the status
of the Project and the Interconnection facilities.



14







“Scope Change”
has the meaning set forth in Section 9.1.



“Scope Change Order”
means a written order to Contractor pursuant to Article 9, signed by Owner and countersigned by Contractor, authorizing
a Scope Change.



“Scope of
Work” means specific requirements regarding the Work, including the Technical Specifications for the Project, specifically
as set forth in Exhibit 2.2.2.



“Sellers” means Contractor
and each Affiliate of Contractor that is a party to the Asset Purchase Agreement.



“Settlement Agreement”
has the meaning given to such term in Section 15.2.



“Site Safety Manual”
has the meaning set forth in Section 2.12.2.



“Spare Parts”
means the spare parts necessary to operate and maintain the WTGs and the Infrastructure Facilities.



“SMA”
means that certain Service and Maintenance Agreement dated November 16, 2016 by and between Turbine Supplier and Contractor.



“SPCC”
has the meaning given to such term in Section 2.12.5.7.



“State” shall mean the
State of North Dakota for the purpose of Section 4.2.4.



“Step-In Notice”
has the meaning set forth in Section 13.2.2.



“Step-In Rights”
has the meaning set forth in Section 13.2.2.



“Subcontract”
means an agreement between Contractor and any Subcontractor.



“Subcontractor”
means any subcontractor, of any tier, or supplier of materials, equipment or services to Contractor or any subcontractor, of any
tier, of any Person engaged or employed by Contractor in connection with the performance of the Work, including the Turbine Supplier.



“Submittals” is defined
in Exhibit 2.5.5.



“Tangible
Net Worth” means, with respect to Guarantor, the aggregate of its tangible assets (total assets less intangibles) less
the aggregate of its liabilities as documented in its annual audited financial statement.



“Taxes” has the meaning
set forth in Section 4.2.2.



“Tax Exemption Certificate”
has the meaning set forth in Section 4.2.4.



“Technical
Specifications” means the description of the Work, Infrastructure Facilities and WTGs, including the technical specifications
referenced or described therein for the Project, set forth as Exhibit 2.2.2.



15







“Termination
for Cause” has the meaning set forth in Section 13.2.



“Termination Due to Force Majeure”
has the meaning set forth in Section 13.4.1.2.



“Termination
Notice” has the meaning set forth in Section 13.2.



“Tower”
means each steel tubular tower component of a Wind Turbine Generator each of which shall have a hub height of approximately eighty
(80) meters in each case, measured from the base of such tower to the center of the WTG hub upon which a Turbine Nacelle shall
be mounted, including all ladders, platforms, internal lighting, safety equipment and all parts and assemblies necessary for a
complete turbine tower, all as further described in the WTG Technical Specifications set forth in Exhibit 2.2.2-Part
1, WTG Technical Specifications.



“Tower Foundation
Specifications” means the specifications (including bolt configurations, conduit placement grounding requirements and
Tower load specifications) for the Foundations upon which the Towers shall be mounted, all as set forth in the Technical Specifications.



“Transformer
Guarantees” has the meaning set forth in Section 6.8.1.



“Transmission
Line” means the Wishek-to-Ellendale 230 kV transmission line owned by Transmission Owner.



“Transmission
Owner” means Montana–Dakota Utilities or its successor in interest in its capacity as the owner and/or operator
of the electrical transmission and distribution system to which the Project will be interconnected.



“Transmission
Provider” means Midcontinent Independent Transmission System Operator (“MISO”) or its successors.



“Transmission
Provider Safety and Interconnection Requirements” means any of Transmission Provider’s safety requirements and
other regulations and requirements applicable to Work relating to the Point of Interconnection at the Interconnection Substation.



“Turbine Assembly
Drawings” means the master set of Drawings, (including electrical Drawings) that sets forth the information required
to perform assembly, installation, and erection of the WTGs and Towers, as set forth in the WTG Technical Specifications set forth
in Exhibit 2.2.2 - Part 1, WTG Technical Specifications.



“Turbine Blade”
means a turbine blade (approximately fifty-five(55) meters in length) component of a Wind Turbine Generator, the specifications
for which are set forth in the WTG Technical Specifications set forth in Exhibit 2.2.2 - Part 1,WTG Technical
Specifications.



“Turbine Nacelle” means
the turbine nacelle component of a WTG, including hubs, main shafts, main bearings, gearboxes, generators, lightning protection
system, gear reducers, nacelle yaw systems (including yaw motors and yaw gears), nacelle frames, brake systems, associated control
equipment and ancillary equipment, as more particularly described in the WTG Technical Specifications set forth in Exhibit 2.2.2
- Part 1,WTG Technical Specifications.



16







“Turbine Supplier” means
Vestas-American Wind Technology, Inc., a California corporation.



“Turbine Supplier Consent to Assignment”
means the consent to assignment by Turbine Supplier and acknowledged by Contractor substantially in the form set forth in Exhibit 13.2.2.a.



“Turbine Supply
Agreement” means that certain turbine supply agreement dated November 16, 2016 between Contractor and Turbine Supplier.



“Turbine Supply
Security and Collateral Assignment Agreement” means the agreement under which Contractor has created a security interest
in the Turbine Supply Agreement in favor of Owner substantially in the form set forth in Exhibit 13.2.2.



“Turnover
Package” means the following:



(a)          the
WTG Turnover Package; and



(b)          all
engineering, design, purchasing and other information relating to the Infrastructure Facilities, including, but not limited to:
(a)  a Drawing index; (b)  a reference index; (c)  copies of Contractor’s and Subcontractors’ Permits;
(d)  copies of all purchase orders on Major Subcontractor’s equipment (non-priced) with addenda; (e)  Subcontractor
information for equipment purchased (as received from vendors) including instruction and maintenance manuals from Subcontractors;
(f)  one copy of the As-Built Drawings and Documentation; (g)  training manuals; (h)   electrical 1-line diagrams
for the Infrastructure Facilities; (i)  a cable and raceway schedule for the Infrastructure Facilities; (j)  connection
report/loop diagrams for the Infrastructure Facilities; (k)  a final list and summary of the work performed by all Subcontractors
and verification of the payment of all amounts due to each Subcontractor; (l) the final Project Quality Assurance Plan documents,
and (m) tests results.



“Warranty
Parts” has the meaning set forth in the Turbine Supply Agreement.



“Weather Delay
Day” means a Day during which: (i) wind speeds above the limits the lift plan for that specific crane interfere
with and prevent the safe movement (including the lifting) of WTG components; (ii) wind speeds above the limits set forth
in the Turbine Supply Agreement that interfere with and prevent the performance of work necessary to achieve WTG Mechanical Completion;
or (iii) other unusually severe or not reasonably anticipated inclement weather or cumulative weather events that prevents
or interferes with the performance of Contractor or any of its Subcontractors if such effect can be demonstrated by Contractor
as having a material adverse effect on the Project Schedule’s Critical Path. The existence of a Weather Delay Day shall be
determined in increments of half of the work day otherwise scheduled. For the purpose of clarity, such half-day increment shall
be defined by Contractor or any of its Subcontractors as the number of half work day increment hours on a Day in which Work was
originally scheduled. In the event the weather event continues for more than the defined number of half work day increment hours
in a Day, such period will be deemed to be a full Day.



17







“Wind Conversion
System Equipment” has the meaning set forth in Section 4.2.4.1.



“Wind Study” has the
meaning set forth in the Asset Purchase Agreement.



“Wind Turbine
Generator” or “WTG” means all or any portion of seventy-five (75) 2.0 MW wind turbine generators manufactured
by Turbine Supplier with a fifty-five (55) meter blade supplied, delivered, assembled, erected and installed by Contractor, each
including equipment, machinery, materials and Consumable Parts related thereto and the following components: a Tower, a Turbine
Nacelle, Turbine Blades, controller (including interconnecting cabling from the Turbine Nacelle to the ground controller), control
panels, converters, WindVar (or other Var control technology supplied by the Turbine Supplier), wind vanes, FAA lighting (if and
as required), grounding, and anemometers, all as more particularly described in the Technical Specifications. WTGs shall not include
special tools required for operation of the Project or Spare Parts. For the avoidance of doubt, the WTGs include the 5% Safe Harbor
Turbines.



“Work” has the meaning
set forth in Section 2.1.1.



“WTG Commissioning and Turnover
Certificate” means a certificate in the form of Exhibit 6.5.



“WTG Cure Period” has
the meaning set forth in Section 11.3.



“WTG Substantial Completion”
means, with respect to a WTG, (i) the achievement of Mechanical Completion, (ii) the completion of the Electrical Works and (iii)
the completion of Commissioning.



“WTG Substantial
Completion Certificate” means a certificate in the form of Exhibit 6.5.10, Part 2.



“WTG Turnover
Package” means the following: (a)  O&M Manuals; (b)  the erection and start-up manual including Turbine
Assembly Drawings, erection diagrams, connection diagrams for the WTGs and the SCADA System, details of all interface points and
connections and a cable schedule; and (c)  the SCADA System logic diagram.



Section 1.2           Rules
of Interpretation. Unless otherwise required by the context in which any term appears:



1.2.1      capitalized
terms used in this Agreement have the meanings specified in this Article 1;



1.2.2      the
singular shall include the plural;



1.2.3      references
to “Articles,” “Sections,” “Schedules,” “Annexes,”
“Appendices” or “Exhibits” (if any) shall be to articles, sections, schedules, annexes, appendices
or Exhibits (if any) of this Agreement, as the same may be amended, modified, supplemented or replaced pursuant to the terms
hereof from time to time hereunder;



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1.2.4           all
references to a particular entity shall include a reference to such entity’s successors and permitted assigns;



1.2.5           the
words “herein,” “hereof” and “hereunder” shall refer to this Agreement
as a whole and not to any particular Section or subsection of this Agreement;



1.2.6           all
accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles
as established by the Financial Accounting Standards Board in the United States of America, consistently applied;



1.2.7           references
to this Agreement shall include a reference to all appendices, annexes, schedules and Exhibits hereto, as the same may be
amended, modified, supplemented or replaced pursuant to the terms hereof from time to time;



1.2.8           references
to any agreement, document or instrument shall mean a reference to such agreement, document or instrument as the same may be amended,
modified, supplemented or replaced from time to time;



1.2.9           the
use of the word “including” in this Agreement to refer to specific examples shall be construed to mean “including,
without limitation” or “including but not limited to” and shall not be construed to mean that the
examples given are an exclusive list of the topics covered; and



1.2.10         references
to an Applicable Law shall mean a reference to such Applicable Law as the same may be amended, modified, supplemented or restated
and be in effect from time to time.



1.2.11         The
Parties collectively have prepared this Agreement, and none of the provisions hereof shall be construed against one Party on the
ground that such Party is the author of this Agreement or any part hereof.



Article
2THE PROJECT



Section 2.1                Scope
of Work.



2.1.1           Appointment.
Owner hereby retains Contractor to perform or cause to be performed all work for the design and engineering, procurement, construction,
Commissioning and start-up of the Infrastructure Facilities and the procurement, delivery, assembly, erection, installation, Commissioning
and start-up of the WTGs, which work and services shall include the Construction Services and the provision of all materials, equipment,
machinery, tools, labor, transportation, administration and other services and items required to complete and deliver to Owner
the fully integrated and operational Infrastructure Facilities and the fully assembled, installed, tested and operational WTGs,
all on a fixed price, turnkey basis, and otherwise in accordance with this Agreement (collectively, the “Work”).



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2.1.2        Fixed
Price; Turnkey. Contractor acknowledges that this Agreement constitutes a fixed price obligation to design and engineer, procure,
construct, test, start-up and Commission the Project.



Section 2.2           Contractor
Obligations. Without limiting the foregoing, Contractor shall perform the following as
part of the Work:



2.2.1        Independent
Contractor.



2.2.1.1           The
Parties expressly agree that Contractor is an independent contractor and is not an employee, partner or joint venturer of Owner.
Contractor shall (i) exercise its independent professional judgment in the performance of this Agreement, and (ii) supply
the manner and means of performance of the Work hereunder. Contractor, its Subcontractors and their respective employees, agents
and other representatives shall not have the right to represent or bind Owner in any manner. Owner, its employees, agents and other
representatives shall not have the right to represent or bind Contractor or its Subcontractors in any manner.



2.2.1.2           
Contractor and its Subcontractors are directly and solely responsible for the safety of their respective agents, employees and
other representatives. Owner in no way assumes any of the duties, obligations or liabilities attributed to Contractor under this
Agreement. Contractor shall promptly report via telephone and in writing to an Owner representative all material accidents in connection
with the Work that result in death, personal injury, or property damage.



2.2.1.3           
Any and all agents, employees and Subcontractors of Contractor provided to perform the Work shall be the agent, employee or Subcontractor
of Contractor. Contractor shall be solely responsible for the wages, salary, overtime, taxes, benefits (if any) and any and all
other payments or benefits owed to an agent, employee or Subcontractor of Contractor for Work provided under or pursuant to this
Agreement. No Contractor’s employee shall be entitled to any retirement, welfare, fringe or other benefit provided by Owner
to its employees.



2.2.1.4           
If for any reason an investigation is conducted or a proceeding commenced by any Governmental Authority, the purpose of which is
to determine whether for any reason a Contractor’s employee is an employee of Owner, Contractor shall assist and cooperate
with Owner in preparing a response to or defending against, as the case may be, any such investigation or proceeding or the appeal
of any such investigation or proceeding.



2.2.1.5           The Parties further agree that if a Governmental Authority determines that a Contractor’s employee is an employee of Owner,
such Contractor’s employee shall be considered to be an employee of Owner only and solely to the extent set forth in the
determination of the Governmental Authority and for no other purpose.



2.2.2           Project
Management. Contractor shall be responsible for all Project management, all civil and electrical Infrastructure design, and
the coordination and general management of the Work in accordance with the Scope of Work set forth in Exhibit 2.2.2.
Contractor shall procure, deliver, handle and store and have risk of loss for all materials and equipment used in the Work, subject
to the provisions of Article 14 below.



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2.2.3           Infrastructure
Facilities. Contractor shall perform all services related to the Infrastructure Facilities in accordance with the Scope of
Work set forth in Exhibit 2.2.2.



2.2.4           WTGs.
Contractor shall procure and deliver, or cause to be procured and delivered the WTGs to the Project Site and provide or cause to
be provided, all services, labor, equipment and materials necessary to assemble, erect and install the WTGs, all in accordance
with the Scope of Work attached as set forth in Exhibit 2.2.2.



2.2.5           Storage;
Security; Equipment. Following delivery of the WTGs to the Project Site and prior to the date of Commissioning and Turnover
of the WTGs, Contractor shall provide appropriate storage and security for all WTGs, Consumable Parts, materials, supplies and
other equipment required to assemble, erect and install the WTGs and other property owned or leased by Contractor or any Subcontractor
located at the Project Site pursuant to the Real Property Rights or as otherwise provided by Contractor, incorporated in the WTGs,
or stored or warehoused off the Project Site. All WTGs stored at a location other than the Project Site shall be segregated from
the property of Contractor and third parties. Contractor shall use the same care to protect any of Owner’s property at any
time in its possession or under its control while performing the Work as it does with its own property. Notwithstanding properly
meeting the standard of care prescribed in the foregoing sentence, Contractor shall be responsible for any damage to such property
while such property is in Contractor’s care, custody and control.



2.2.6           Nature
of the Work. Contractor shall be responsible for having taken and shall take all steps necessary to fully understand the nature
of the Work, the general local conditions which can affect the Work and the cost thereof. Except to the extent of a Force Majeure
Event determined in accordance with Article 8 or as contemplated in Section 9.4 and Section 9.5,
Contractor agrees that any schedule delays or cost increases related to or resulting from any failure by Contractor to fully acquaint
itself with general local conditions which may affect the Work, including conditions relating to transportation, handling, storage
of materials, import/export issues, Taxes, insurance, availability of labor, water, electricity, roads, or other public goods or
services, normal climatic conditions (but specifically excluding conditions existing on during any Weather Delay Day), Applicable
Law and the character and availability of equipment and facilities needed preliminary to and during the prosecution of the Work
(collectively, “Conditions of the Nature of the Work”) shall not give rise to Contractor’s claim for additional
time to perform the Work or an increase in the Agreement Price. Subject to Article 8 and Section 9.4
and Section 9.5, in no event shall the Conditions of the Nature of the Work relieve Contractor of its responsibilities
under this Agreement, nor shall any Conditions of the Nature of the Work constitute a basis for a Scope Change Order under any
circumstances.



2.2.7           Training.
In accordance with the Project Schedule, Contractor shall provide the facilities, material, supplies, Personnel and other items
required to train the operations and maintenance Personnel provided by Owner in the proper and safe operation and maintenance of
the Facility and all Equipment incorporated therein and shall administer all training at the Facility Site in accordance with the
Training Program set forth in Exhibit 2.2.7



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2.2.8           Geotechnical
Survey. Contractor shall perform geotechnical surveys at each WTG pad site, O&M building sites, and Collection Substation
sites to fully understand the nature of the soils and allow for proper design of foundations and other Work. Final engineered design
of all access roads and foundations are the responsibility of the Contractor.



2.2.9           Environmental/Construction
Stormwater Permit. The Construction Stormwater Permit shall remain in the name of Contractor and the Contractor shall retain
ownership of the Construction Stormwater Permit until the Notice of Termination (NOT) has been submitted and the Construction Stormwater
Permit has been closed (which is expected to extend beyond Final Completion).



Section 2.3             Compliance.
Contractor shall cause the Work to be performed in compliance with the Requirements of this Agreement. Notwithstanding anything
to the contrary in this Agreement, after the Guaranteed Project Substantial Completion Date, the sole remedy for any claim by
Owner of a breach of this Section 2.3 shall be a warranty claim pursuant to Article 7.



Section 2.4               Project
Schedule; Monthly Progress Report; Recovery Plan.



2.4.1           Project
Schedule. Contractor shall administer the Work and perform the Work or cause the Work to be performed in accordance with the
dates set forth in Exhibit 2.4.1. Contractor shall submit to Owner a Project Schedule no later than one
(1) Month before the Notice to Proceed Date. The Project Schedule shall be reviewed and approved by Owner and shall be incorporated
into this Agreement. Owner shall have the opportunity to review the Project Schedule and deliver comments to Contractor no
later than the end of the fifth (5th) calendar day after Contractor delivers the Project Schedule to Owner. In
the event Owner fails to timely provide comments to Contractor as provided by this Section 2.4.1, the Project
Schedule shall be deemed approved by Owner as of the date of delivery thereof by Contractor. In the event Owner provided reasonable
comments to Contractor as provided by the Section 2.4.1, Contractor shall include such Owner comments in the
Project Schedule, provided that such Owner comments do not violate Applicable Standards.



2.4.2           The
Project Schedule shall clearly depict the Critical Path of the work, and be in sufficient detail to portray the work of each
phase, discipline, work type, system and area of the Project. Specific activity codes may be requested by Owner to facilitate grouping
and sorting of the schedule. Contractor shall coordinate and incorporate the schedules of all Subcontractors into all applicable
schedules, work plans and progress reports. Contractor shall provide Owner a weekly update to the Project Schedule, including the
incorporation of delay and acceleration analyses where appropriate. Contractor shall provide Owner with the construction activities
plan of the day for each particular construction day. The Contractor shall not be relieved from the obligation to meet any date
set forth in Section 6.8 unless such date is extended pursuant to a Scope Change Order or in accordance with Article
8 as a result of a Force Majeure Event or Owner-Caused Delay. Contractor shall furnish to Owner updated schedules of the
Work supplementing the Project Schedule, weekly work plans of activities being performed at the Project Site and Monthly Progress
Reports. If Owner so directs, Contractor shall conduct monthly project meetings at mutually agreeable locations between representatives
of Owner and Contractor to review the status of the Work. Contractor shall promptly notify Owner in writing at any time that Contractor
has reason to believe that there shall be a material deviation in the Project Schedule that may result in Contractor not achieving
the dates set forth in Exhibit 2.4.1 and shall set forth in such notice the corrective action planned by Contractor.
Delivery of such notice shall not relieve Contractor of its obligations to meet the dates specified inSection 6.8
hereunder. In the event of a conflict between the dates set forth in the Project Schedule and the dates set forth in Section
6.8, the provisions of Section 6.8 shall prevail.



22







2.4.3           Monthly
Progress Report. Within ten (10) Business Days after the end of each calendar month, Contractor shall prepare and submit a
Monthly Progress Report for the prior calendar month utilizing the form of Exhibit 2.4.3; except that in the
event of any serious accidents at the Project Site, Contractor shall provide Owner with expedited notice and copies of all written
communications with Governmental Authorities and insurance companies with respect to such accident.



2.4.4           Failure
to Maintain Progress; Recovery Plan. If at any time during the performance of the Work Contractor has failed to achieve one
or more Milestones by the date(s) set forth in Exhibit 2.4.1 for such Milestone(s), Owner may, at its sole discretion,
unless Contractor demonstrates to Owner that it is still able to achieve the Guaranteed Project Completion Dates due to float included
in Exhibit 2.4.1, order the Contractor to develop a Recovery Plan (the “Recovery Plan”)
in order to meet the Project Schedule. Neither such notice by Owner, nor Owner’s failure to issue such notice, shall relieve
the Contractor of its obligation to perform the Work in accordance with the Scope of Work, the Guaranteed Project Completion Dates,
or any other requirement of this Agreement.



2.4.4.1           Review;
Approval; Implementation. Contractor shall submit such proposed Recovery Plan to Owner within seven (7) Days of receiving notice
from Owner. Upon receipt of such proposed Recovery Plan, Owner shall, in good faith, promptly review and comment upon the proposed
Recovery Plan within five (5) Days. Contractor shall accept Owner’s reasonable comments unless such comments are inconsistent
with Applicable Standards and incorporate all reasonable Owner comments and resubmit, within seven (7) Days of receiving such Owner
comments, the proposed Recovery Plan to Owner for approval. Contractor shall diligently pursue the implementation and completion
of the Recovery Plan in order to cause the completion of the Work to meet the Guaranteed Completion Dates, including the utilization
of additional shifts, additional manpower, overtime, additional construction equipment and re-sequencing of activities. Owner’s
request for or approval of a Recovery Plan shall not constitute a Change Order or give rise to a claim by Contractor hereunder
except to the extent such delay is an Owner-Caused Delay, Force Majeure Event, or is otherwise excused under this Agreement or
Applicable Law, in which case Contractor may submit a Scope Change Order request under Article 9.



2.4.4.2           
Content of Recovery Plan. The Recovery Plan must improve progress through actions taken on the Project Site rather than
through schedule manipulations. The Contractor shall not artificially improve its progress by revising schedule logic restraints
or shortening planned activity durations that do not reflect actual achievable progress. The Recovery Plan shall include resources
and commodity quantities in the schedule. A comparison of baseline and actual productivity versus proposed recovery productivity
shall be included along with the specific actions proposed to increase productivity. Failure of Contractor to comply with such
notice of Owner or failure of Contractor to adhere to the Recovery Plan in accordance with Section 2.4.4 shall
constitute a material breach by Contractor.



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Section 2.5               Engineering
and Design.



2.5.1           Engineering.
Contractor shall perform or cause to be performed all engineering and design services for completion of the Work in conformity
with the Requirements of this Agreement. All engineering work requiring certification shall be certified, if required, and all
Design Documents requiring sealing shall be sealed, in each case by professional engineers licensed and properly qualified to perform
such engineering and design services in all appropriate jurisdictions.



2.5.2           Design.
Contractor shall design (or cause to be designed) the Project, including the Infrastructure Facilities, such that they are in compliance
with the conditions and Requirements of this Agreement. Contractor shall use its commercially reasonable efforts to design the
electrical collection and transmission systems to minimize interference with telephone and global positioning systems service in
the vicinity of the Project. Owner shall participate in Design development by reviewing preliminary Design Documents and providing
timely feedback to Contractor (and in any event, within ten (10) Business Days after receipt of such preliminary Design Drawings).
On or before the Notice to Proceed Date, Contractor shall finalize and submit to Owner all preliminary Drawings and specifications
for the Work (“Design Documents”); provided, however, that Contractor and Owner shall cooperate
during such period in the preparation and design review of such Design Documents. The Design Documents shall comply with OSHA O&M
lockout requirements and Owner safety policies and procedures as set forth in Exhibit 2.5.2. All final Design Documents
shall be determined by Contractor in its sole discretion in accordance with the terms and conditions of this Agreement. Based on
the Technical Specifications, Contractor shall prepare comprehensive Drawings and specifications setting forth in detail the requirements
for the procurement and construction of the Work. As the Drawings and specifications for the Work are issued, they shall be clearly
identified as Design Documents.



2.5.3           Final
Wind Study. Contractor shall design the Project such that the final micro-siting of the WTGs shall be at the location assumed
in the Wind Study, with only such WTG relocations (i) that do not require the movement of the WTG location more than two hundred
(200) feet from the location assumed in the Site Plan, as such term is defined in the Asset Purchase Agreement or (ii) as
are otherwise approved by Owner (with Owner’s approval not being unreasonably withheld). Contractor shall submit a properly
addressed written request to Owner seeking approval of any proposed relocations where Owner’s prior approval is required
pursuant to this Section 2.5.3. Owner shall have the right to reasonably object to any proposed relocations
where Owner’s prior approval is required pursuant to this Section 2.5.3 within ten (10) Business Days
after receipt of such request. If Owner has not provided notice to Contractor within ten (10) Business Days of receipt of such
request that Owner does not approve of such relocations, including the Owner’s reasons for not approving such relocation(s),
Owner shall be deemed to have approved such relocations. Contractor shall be responsible under this Agreement for obtaining any
new or amended Permits in connection with any such relocation. All cost resulting from any such relocations will be borne by Contractor.
Each Contractor request to Owner seeking approval of proposed relocations shall include a report identifying the net annual energy
production impact of such moves as well as the cumulative net annual energy production impact of all moves from the locations assumed
in the Wind Study.



24







2.5.4           Construction
Plan. No later than forty-five (45) Days after the date of Project Closing, Contractor shall develop and provide to Owner a
written construction plan. Contractor’s construction plan shall be reasonably satisfactory to Owner and shall include a description
of Contractor’s plans and programs outlining the systematic construction, installation, fabrication and assembly of the Infrastructure
Facilities and the WTGs in accordance with the Requirements of this Agreement. Owner shall review Contractor’s written construction
plan and, within ten (10) Days after Owner’s receipt of such plan, shall provide Contractor with Owner’s comments.
If any comments are received from Owner during such ten (10) Day period, Contractor shall incorporate into such plan those comments
as it deems appropriate in its reasonable discretion. Contractor’s construction plan will comply with the Requirements and
this Agreement in all material respects. Contractor shall provide Owner an update of Contractor’s construction plan on a
weekly basis (as a part of Contractor’s weekly report) until Project Substantial Completion is achieved. Contractor shall
meet with Owner prior to beginning major phases of the Work (each a “Kick-Off Meeting”), including but not limited
to, Access Road, Foundation, Collection System, and Collection Substation construction, and WTG erection, to review the detailed
plan for those phases of work. Contractor shall provide Owner an update of Contractor’s construction plan on at least a weekly
basis until Project Substantial Completion is achieved.



2.5.5           Document
Submittals and As-Built Drawings. Contractor shall prepare and submit to Owner all Submittals specified in Exhibit 2.5.5,
on or before the dates specified therein including a complete set of as-built Drawings prepared by Contractor in accordance with
the requirements set forth in Exhibit 2.5.5, which accurately and completely represent the physical placement,
of all WTGs and Infrastructure Facilities as assembled, erected and installed (“As-Built Drawings and Documentation”)
and an as-built Survey (as such term is defined in the Asset Purchase Agreement) no later than the date of Final Completion.



2.5.6           Review
of Drawings.



2.5.6.1           
Plan for Review Schedule. Contractor shall provide to Owner a copy of each Document or Drawing that Owner is required to
review pursuant to Exhibit 2.5.5, Section 2.5.2 and Section 2.5.6.2. Contractor
shall transmit to Owner one (1) set of reproducible Drawings and other Design Documents as prepared by Contractor or a Subcontractor
in conjunction with the performance of the Work (in addition to the As-Built Drawings and Documentation to be included in the Turnover
Package) for each Turnover Package deliverable under Section 2.11.



25







2.5.6.2           
Owner Comment. Owner shall have the right, but not the obligation, to comment on any Document or Drawing delivered to Owner
by Contractor pursuant to Exhibit 2.5.5, Section 2.5.2 and Section 2.5.6.2.
Within ten (10) Business Days of receipt of any Drawing or Document required to be submitted to Owner for review under this Agreement,
Owner shall provide Contractor any resulting comments or queries. If Owner fails to respond within such period, then such Drawing
or Document shall be deemed to have been reviewed by Owner. In the event Owner’s comments identify errors in designs, specifications
or any other inconformity with the Requirements of this Agreement (“Mandatory Comments”), Contractor shall within
ten (10) Business Days implement changes to such Drawing or Document that are responsive to such comments; provided, however, that
Contractor shall have an additional ten (10) Business Day period if consultation with any Subcontractor is required to respond
to Owner’s comments. Any comments or suggested changes requested by Owner that are not Mandatory Comments (i) shall
be implemented by Contractor if such comments are processed as a Scope Change Order or (ii) may be implemented at Contractor’s
discretion. Owner’s comments shall not relieve Contractor from any of Contractor’s obligations hereunder, including
responsibility for:



2.5.6.1           
complying with this Agreement;



2.5.6.2           
any errors or omissions in any Submittals;



2.5.6.3           
confirming and correlating all quantities, details and dimensions;



2.5.6.4           
selecting fabrication processes and construction techniques; and



2.5.6.5           
performing the Work in a safe and workmanlike manner.



2.5.7           Preparatory
Work and Survey. Contractor shall undertake all geotechnical work at the Project Site. Contractor shall undertake all necessary
Project Site preparation. All such preparatory work contained in this Section 2.5.7 shall be performed in accordance
with the Requirements of this Agreement.



Section 2.6               Procurement.



2.6.1           Materials
and Equipment. Contractor shall procure and supply, at its own expense, whether by producing itself or by procuring from others,
all materials and equipment set forth in Exhibit 2.6.1 and services required for performance of its obligations under
this Agreement (whether on or off the Project Site), including the furnishing of labor, equipment, materials and tools for performance
of the Work. Contractor shall be responsible, at its sole expense, for furnishing and installing all temporary construction materials,
equipment, supplies, construction utilities and facilities, special tools (except for the special tools supplied by the Turbine
Supplier), telephone, data lines, cabling and wiring necessary for all activities associated with the completion of the Work. All
equipment and materials purchased by Contractor for the performance of Contractor’s obligations under this Agreement, other
than Contractor Equipment, shall be new and all such equipment and materials, including Contractor Equipment, shall be of suitable
grade for their respective purpose pursuant to Prudent Industry Practices. Contractor shall provide appropriate storage, in accordance
with the manufacturers’ requirements, for materials, supplies and equipment for use in performance of the Work. All materials,
supplies and equipment which may be used in performance of the Work and which are stored at a location other than on the Project
Site shall be segregated from other goods or identified as belonging to Owner.



2.6.2           Consumable
Parts. Contractor shall provide all assembly parts required for assembling WTGs (e.g., touchup paint, bolts and nuts normally
required to assemble WTGs (“Consumable Parts”). Consumable Parts shall not include any Spare Parts or any consumable
parts used or necessary for use in connection with the regularly scheduled service and maintenance of the WTGs.



26







2.6.3           Spare
Parts. Contractor and Owner acknowledge and agree that (i) the Agreement Price does not include Spare Parts and (ii) Contractor
will be unable to provide a Spare Parts list with pricing prior to the Notice to Proceed Date. In the event Owner desires to purchase
Spare Parts, it must purchase such Spare Parts as an “Option” as described in Section 4.1.1. On
the Notice to Proceed Date, Contractor shall deliver to Owner a preliminary draft of Exhibit 4.1.1 with a preliminary
Spare Parts list with pricing. The final and effective Exhibit 4.1.1 shall be delivered to Owner by Contractor
no later than the date of WTG Mechanical Completion for the first WTG.



Section 2.7               Labor
and Personnel.



2.7.1           Contractor
Personnel. As part of the Work, Contractor shall provide competent and suitable qualified personnel to survey and layout the
Work and perform construction in accordance with the Agreement Documents as applicable, and Contractor shall be solely responsible
for all labor and personnel required in connection with the Work, including: (a) professional engineers licensed to perform
engineering services in accordance with Applicable Legal Requirements and qualified to perform the type of engineering services
required by Contractor hereunder; and (b) the Contractor’s Prime Subcontractor who has the experience to otherwise ensure
the completion of the Work. Contractor’s staff shall include the following key personnel, who shall be solely dedicated to
the performance of the Work once they are approved or deemed approved by Owner (the “Contractor’s Key Personnel”):
Project Manager, Construction Manager, and Engineering Manager (if Contractor employs such position for the Work). The Prime Subcontractor
shall be identified by the Contractor and Contractor shall notify Owner of such company at least ninety (90) days prior to the
commencement of physical construction work at the Project Site. The remaining list of Contractor’s Key Personnel shall be
identified by Contractor and provided to Owner no later than sixty (60) days prior to the commencement of physical construction
work at the Project Site.



2.7.2           Owner’s
Approval of Contractor Personnel. Once the identity of a Contractor’s Key Personnel is submitted to Owner pursuant to
Section 2.7.1, Owner shall have ten (10) Business Days to review and approve such person or demonstrate that
Contractor’s Key Personnel is not suitably qualified. If Owner disapproves any person as one of Contractor’s Key Personnel,
Owner shall set forth the reasons for its disapproval in writing. If Owner fails to disapprove a proposed Contractor’s Key
Personnel in writing within such ten (10) Business Day period, then Owner shall be deemed to have approved such proposed Contractor’s
Key Personnel. Following any removal of any of Contractor’s Key Personnel, Contractor shall not replace such Contractor’s
Key Personnel without three (3) Business Days prior Notice to Owner setting forth the reasons therefore. Owner shall have the right
to review such replacement’s qualifications and to approve such replacement or demonstrate that Contractor’s Key Personnel
is not suitably qualified. Contractor shall be responsible for abiding by the terms of the collective bargaining agreements applicable
to each relevant craft union that is involved in the performance of any portion of the Work.



27







2.7.3           Local
Requirements. Owner expects Contractor to undertake, and Contractor accepts the obligation to undertake substantial good faith
efforts to recruit and retain qualified local Subcontractors ,vendors, supplies and materials located in McIntosh County and Dickey
County, North Dakota (collectively, the “Counties”) in connection with the performance of the Work. Notwithstanding
the foregoing, Contractor will not be required to use goods and services provided by local contractors or vendors where such local
goods or services are not of similar quality or are not qualitatively and or quantitatively comparable to those provided by nonresidents
or where such goods and services are not available on terms and conditions (including price and bonding capacity) comparable to
those offered by nonresidents. Contractor shall act as coordinator of local services to be a liaison between any individuals (“Coordinator
of Local Hiring Services”), businesses or contractors residing or doing business in the county who are interested in
obtaining information about providing goods or services related to the construction of the improvements. Contractor shall hold
a Job Fair in either of the Counties no later than thirty (30) days prior to the anticipated date of Project Site mobilization
where information will be provided regarding the construction and hiring needs of the Project. Contractor shall document to Owner
that Contractor is in compliance with said plan, and provide to Owner documentation as is reasonably requested from time to time
to confirm such compliance. Contractor shall provide Owner with access to all records of Contractor necessary to demonstrate compliance
with this Section 2.7.3.



Section 2.8           Project
Quality Assurance Plan. Contractor shall submit a project quality assurance plan
(the “Project Quality Assurance Plan”) to Owner. The Project Quality Assurance Plan shall require compliance
with Applicable Laws and meet the requirements specified in Exhibit 2.8. Upon acceptance by Owner, the Project
Quality Assurance Plan shall be incorporated into this Agreement as Exhibit 2.8. Contractor shall perform the
Work in accordance with Exhibit 2.8.



Section 2.9           Permits
and Other Approvals. Contractor shall be responsible for obtaining and maintaining the
Permits listed in Exhibit 2.9, including assisting Owner in obtaining any such Permits listed in Exhibit 2.9required to be obtained in Owner’s name as specified in Exhibit 2.9. Contractor shall obtain
and maintain in full force and effect all of the Permits required under Applicable Laws or otherwise necessary or desirable for
Contractor to perform the Work in accordance with the Requirements of this Agreement. Upon request by Contractor, Owner shall
provide Contractor with reasonable assistance in obtaining such Permits so long as such assistance does not require Owner to incur
any out-of-pocket-cost. If any Permit is required for the Work or to perform the Work that is not identified in Exhibit 2.9,
Contractor or Owner, as applicable, shall promptly after it becomes aware of the need for such Permit, notify the other Party
that such Permit is required. If such Permit is required to be obtained by contractors performing work in the state of North Dakota,
Contractor shall, at its sole cost and expense (unless such permitting requirement is the result of a Change of Law entitling
Contractor to seek reimbursement from Owner under Section 9.4), be obligated to obtain and maintain such Permit;
otherwise Owner shall obtain and maintain such Permit. If any Permit required to be obtained by contractors performing work in
the state of North Dakota has been omitted inadvertently by Contractor from Exhibit 2.9, such omission shall
not constitute a breach of this Agreement if (i) Contractor timely obtains such Permit and (ii) Owner is not otherwise
damaged by such inadvertent omission or Contractor compensates Owner for any direct costs Owner incurs as a result of such inadvertent
omission. Owner shall be named as the holder of those Permits that are required to be in the Owner’s name. Contractor represents
it shall remain in compliance with the terms and conditions of the Permits, as applicable.



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Section 2.10              Real
Property Rights.



2.10.1         
Relocation of Facilities. If relocation of any utilities, transmission lines or other facilities from their existing or
currently planned location is necessary for the Project, the Contractor shall bear the sole cost associated with relocating any
such utilities, transmission lines or other facilities.



2.10.2         
Crop Damages and Other Damages from Construction. Contractor shall perform the Work in a commercially reasonable manner
that is intended to cause the minimum of inconvenience, injury or damage to the property of the landowners and tenants affected
by the Work. Contractor shall familiarize itself with all agreements setting forth the Real Property Rights and comply with all
requirements thereof with respect to the performance of the Work. Without limiting the generality of the foregoing, Contractor
shall pay all payments required to be made to landowners under the Real Property Rights prior to Project Substantial Completion;
provided, that if as of the Closing Date the Guaranteed Project Substantial Completion Date is after December 31, 2019,
then Owner shall pay those payments required to be made to landowners under the Real Property Rights which come due in 2020 up
to an aggregate amount of $151,000. Contractor shall restore all property damaged in connection with the Work as nearly as practicable
to as good condition as before the damage occurred. Contractor shall be required to reimburse Owner for any payment Owner is required
to make to any other party to the agreements setting forth the Real Property Rights for damages arising out of or in connection
with Contractor’s performance of the Work, provided that Contractor shall only be required to reimburse Owner for crop damage
payments relating to the growing season in which the Work was performed. Prior to Final Completion, Contractor shall provide Owner
such information as Owner shall reasonably request in support of Owner’s obligations related to the Real Property Rights
and as is in Contractor’s possession or as is reasonably available to Contractor.



Section 2.11              Turnover
Packages.



2.11.1         Not
later than five (5) Days prior to the date the first Foundation achieves Foundation Completion, Contractor shall deliver to Owner
two (2) paper copies of the draft of the Foundation Turnover Package, for review by Owner in accordance with Section 2.5,
either in Turnover Package format or in a form and format available as a result of the design and construction process, as appropriate.



2.11.2         With
respect to each WTG, Contractor shall provide to Owner three (3) paper copies of the draft of the WTG Turnover Package and three
(3) paper copies and one (1) electronic copy of the final and complete version of the WTG Turnover Package within ten (10) days
of Contractor’s receipt of such material from Prime Subcontractor.



2.11.3         Within
thirty (30) Days after the Project Substantial Completion Date, Contractor shall deliver to Owner two (2) paper copies and one
(1) electronic copy of the final and complete Turnover Package, reviewed and approved by Owner in accordance with Section
2.5.



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2.11.4         Where
any of the information in the Turnover Package was produced by computer-aided design and is available to Contractor or any Subcontractor,
Contractor shall provide or cause to be provided to Owner a disk copy of such information in an Intergraph- or AutoCAD-compatible
format. Owner shall have a limited license to use such information solely for the purposes of construction, operation, repair and
maintenance of the Project.



Section 2.12            Construction
Methods and Safety Procedures. Contractor shall have exclusive responsibility for construction
methods, means, techniques and procedures required to complete the Work and for the establishment of and compliance with safety
procedures at the Project Site.



2.12.1         Safety.
During performance of the Work, Contractor shall initiate and maintain safety precautions and programs in accordance with Exhibit 2.12.1,
the “Contractor’s Safety Program,” and to conform with Applicable Laws, including Environmental
Laws, or other requirements designed to prevent injury to persons or damage to property on the Project Site including the Transmission
Provider Safety and Interconnection Requirements. Contractor shall be solely responsible for initiating, maintaining and supervising
all safety measures and programs in connection with the performance of Work, which shall include precautions and programs for the
prevention of injury to local wildlife, flora and fauna. Contractor shall erect and maintain reasonable safeguards for the protection
of workers and the public. Contractor shall exercise reasonable efforts to eliminate or abate all reasonably foreseeable safety
hazards created by or otherwise resulting from performance of the Work. Contractor shall, and shall cause all of its employees,
agents and Subcontractors to, follow the Contractor’s Safety Program and to follow at a minimum the Transmission Provider
Safety and Interconnection Requirements during the performance of the Work, including any Work relating to the Point of Interconnection,
or when performing work at the Interconnection Substation.



2.12.2         Site
Safety Manual. No later than thirty (30) days after the Notice to Proceed Date, Contractor shall provide Owner with the final
version of a safety manual for the Project Site (the “Site Safety Manual”) for review by Owner in accordance
with Exhibit 2.12.1 and Exhibit 2.5.2. Such final version of the Site Safety Manual shall:



2.12.2.1           
include proper training and workplace examinations;



2.12.2.2           
take into account the interaction of Contractor and its Subcontractor’s or third party contractors on the Site;



2.12.2.3           
require compliance with Applicable Laws; and



2.12.2.4           
meet the requirements specified in Exhibit 2.12.1 and Exhibit 2.5.2.



2.12.3      Safety
Reporting. During the performance of the Work at the Project Site, Contractor shall furnish to Owner on a weekly basis a safety
report summarizing weekly hours worked at the Project Site by, and head counts of, labor and personnel of Contractor and its Subcontractors
performing Work at the Project Site and all accidents, near misses or injuries at the Project Site required by Applicable Laws
to be recorded or reported to any Governmental Authority.



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2.12.4         Emergencies.
In the event of any emergency endangering persons or property, Contractor shall promptly take all reasonable and prudent actions
to prevent, avoid or mitigate injury, damage or loss, regardless of the source of fault, and shall as soon as possible, report
any such incidents, including Contractor’s response thereto, to Owner. If Contractor does not take such actions promptly,
then Owner may take such actions as are necessary to prevent, avoid or mitigate injury, damage or loss and Contractor shall reimburse
Owner for any actual costs incurred by Owner in taking such actions in the event of an emergency (not otherwise caused by Owner).
Contractor shall assist Owner in any safety or accident investigation and promptly provide information as requested by Owner related
thereto.



2.12.5         Hazardous
Materials and Regulated Materials.



2.12.5.1           In
the performance of any Work, Contractor shall, and shall cause its Subcontractors to, comply with all Applicable Laws, including
Environmental Laws, relating to Hazardous Materials, Regulated Materials, and the terms and conditions of all Permits. Contractor
shall not, nor shall it permit any Subcontractor to, bring any Hazardous Materials on the Project Site (other than materials to
be used by Contractor, in a manner that both (a) does not violate, or require reporting or disclosure under, any Environmental
Law, and (b) is consistent with customary business practice for manufacturing, delivering, installing, assembling, erecting,
Commissioning, start-up testing, operating and maintaining wind energy projects, such as lubricants (“Permissible Materials”)).



2.12.5.2           Contractor
shall bear all responsibility and liability for Hazardous Materials and Regulated Materials brought on the Project Site by Contractor
or its Subcontractors, whether such materials are permitted to be brought on the Project Site pursuant to this Section 2.12.5
or are brought on the Project Site in violation of this Section 2.12.5. Contractor shall be solely responsible
for performing and paying the costs of any remediation required by Applicable Laws as a result of any Releases by Contractor or
its Subcontractors of any such Hazardous Materials.



2.12.5.3           Notwithstanding
anything to the contrary herein, Contractor shall not be responsible for any Pre-Existing Hazardous Materials encountered at the
Project Site. If such Pre-Existing Hazardous Materials are encountered at the Project Site by Contractor, Contractor shall immediately,
upon recognizing such condition (a) stop the Work in the affected area of the Project Site, and (b) report such condition
to Owner in writing. In addition to Contractor’s obligations as set forth above, if Owner desires Contractor to perform all
or part of any excavation or removal that may become necessary as a result of the discovery of any such Pre-Existing Hazardous
Material, it shall request a Scope Change pursuant to Article 9. If so requested by Owner, Contractor shall cooperate
with and assist Owner in making the Project Site available for taking necessary remedial steps to clean-up any such contamination
at Owner’s expense as determined in accordance with Article 9. Contractor shall not be required to perform
clean-up of Pre-Existing Hazardous Materials to the extent Contractor is not responsible therefor, unless the Parties mutually
agree that Contractor will perform such clean-up.



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2.12.5.4           Title
to all materials incorporated into the Work or other Permissible Materials stored at the Project Site shall transfer to Owner upon
transfer of title of such Work in accordance with Article 14.



2.12.5.5           Contractor
shall minimize the use of Hazardous Materials in performance of the Work and shall not utilize, or permit or cause any Subcontractor,
to utilize, such Hazardous Materials as are prohibited under Applicable Law from being imported into or used in the United States.
Contractor shall maintain an updated file of all safety data sheets for all materials used in connection with performance of the
Work at the Project Site or at any construction area related to the Project and shall deliver an update of such file to Owner no
later than ten (10) Business Days after the end of each month. In accordance with Applicable Laws, Contractor shall maintain an
accurate record and current inventory of all Hazardous Materials used in performance of the Work at the Project Site or at any
construction area related to the Project, which record shall identify quantities, location of storage, use and final disposition
of such materials.



2.12.5.6           Contractor
shall be solely responsible for collecting, handling, storing and removing from the Project Site and areas adjacent thereto, and
for properly disposing of, in compliance with this Agreement, all Applicable Laws and all Permits, materials that were brought
onto the Project Site by Contractor, its Personnel, vendors, or Subcontractors. If a Release of Hazardous Materials brought onto
the Project Site by Contractor or its employees, or Subcontractors, occurs on the Project Site that triggers a requirement under
Applicable Laws to remediate such Release, and Contractor fails or refuses to remediate such Release or prepare a reasonable plan
of remediation for such Release, then Owner may, at its discretion and after three (3) Business Days prior notice to Contractor,
perform such remediation as it deems necessary or adequate. All reasonable costs and expenses of such remediation shall be for
the account of Contractor, and Contractor shall promptly reimburse such amounts to Owner, except that all costs associated with
any Release not from Hazardous Materials brought onto the Project Site by Contractor or any Subcontractor shall be borne by Owner.
The Parties agree that Contractor simply discovering Pre-Existing Hazardous Materials is not a Release.



2.12.5.7           Contractor
shall implement and administer a Spill Prevention Control and Countermeasure (“SPCC”) program for all of its
employees and all Subcontractors, which shall include development of guidelines and training with respect to the proper handling
use and disposal of Permissible Materials and Hazardous Materials and the development, implementation and enforcement of procedures
for notification of Owner and appropriate Governmental Authorities about, and clean-up of, spills and other emissions of Permissible
Materials and Hazardous Materials, which such SPCC program shall be provided to Owner for review within sixty (60) days prior to
any Work at the Project Site.



2.12.5.8           Contractor
shall promptly report any Contractor or Subcontractor Release or possible Release of known Hazardous Materials and potentially
Hazardous Materials. Contractor shall act to contain any such Release in accordance with Applicable Law, including Environmental
Law, and the provisions of this Agreement. Contractor’s obligations under this Section 2.12.5.8 shall
be limited to Releases that occur prior to Final Completion.



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Section 2.13            Commissioning
and Testing. Contractor shall submit commissioning procedures for Owner review per Exhibit 2.5.5. Owner
shall provide comments on these procedures within ten (10) days after receipt of such procedures. In the event Owner fails to
timely provide comments to Contractor as provided by this Section 2.13, the commissioning procedures shall be deemed
approved by Owner as of the date of delivery thereof by Contractor. Contractor shall, in good faith, include Owner’s timely
reasonable comments into the final commissioning procedures. Contractor shall perform the commissioning and testing of the Infrastructure
Facilities in accordance with the Commissioning, Test and Inspection Procedures.



Section 2.14          Clean-up;
Non-interference. Contractor shall at all times keep the Project Site free from non-hazardous
waste materials or rubbish caused by its activities. During the period from Project Substantial Completion to completion of the
Punch List Items, Contractor’s performance of the Work shall not interfere with the operation of the WTGs. As soon as practicable
after the completion of all Punch List Items, Contractor shall (i) remove from and around the Project Site all of its equipment
and materials not constituting part of the Project, (ii) tear down and remove all temporary structures on the Project Site
built by it or its Subcontractors and restore such per requirements in the Real Property Rights agreements, Permits, and this
Agreement, and (iii) remove from and around the Project Site all Permissible Materials not incorporated into the Work and
all non-hazardous waste and rubbish resulting from the Work. All Permissible Materials and non-hazardous waste material and rubbish
resulting from the Work shall be handled and disposed of by Contractor at its own expense in accordance with all Applicable Laws.
Contractor shall provide to Owner copies of all waste disposal manifests, if any, upon request. Contractor’s obligations
with respect to the handling and disposal of Hazardous Materials Released at the Project Site are set forth exclusively in Section 2.12.5above.



Section 2.15             Books
and Records; Audit Rights.



2.15.1         Books
and Records of Contractor. Contractor shall maintain during the course of the Work, and retain not less than six (6) years
after Final Completion, complete and accurate records of all Contractor’s records arising from, in connection with or incident
to the Work or the Project, including without limitation, all Documents, granted authority, Permits and other evidentiary data
that evidences compliance with the Requirements of this Agreement. Owner shall have the right for one year from Final Completion,
during normal working hours, to inspect, reproduce, and audit such records of Contractor by Authorized Representatives of its own
or any third party contract compliance-auditing firm selected by Owner for work performed pursuant to any Scope Change Orders on
a time and material basis, except that such parties shall not have the right to audit or have audited Contractor’s books
and records in connection with the internal composition of any markups, fixed rates or percentages or multipliers. The Scope Change
Order records to be thus maintained and retained by Contractor for such work performed on a time and materials basis must provide
sufficient detail to evidence the propriety of all such chargeable costs and compliance with the Requirements of this Agreement,
and shall include (without limitation):



2.15.1.1           payroll
records (hours, employee name, employee classification, multiplier breakdown etc.) that account for total time worked under such
contract;



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2.15.1.2           invoices
(including all back-up details) for purchases, receiving and issuing documents, and all inventory records for Contractor’s
stock or capital items;



2.15.1.3           paid
invoices and canceled checks for purchased materials, Subcontractor and third party charges;



2.15.1.4           records
relating to airfreight and ground transportation, including but not limited to handling, hauling, and disposing of materials/equipment;
and



2.15.1.5           accurate,
auditable records of gifts, entertainment, and gratuities to individual Owner personnel.



2.15.2     Books
and Records of Subcontractor. Contractor shall cause all of its Subcontractors to adhere to and comply with the requirements
set forth in Section 2.15.1 for such work performed on a time and materials basis.



2.15.3     Audit
Rights. Owner acknowledges that, except for any Scope Change Orders that are performed on a time and materials basis, all of
the Work to be performed by Contractor hereunder shall be performed for a fixed price, and Owner shall have no right to review,
audit or copy any detailed invoices, payroll records or any similar books or records maintained by Contractor with respect to the
Work; provided that Contractor shall provide copies of all such books and records required by Owner to respond to any request
of a Governmental Authority related to the Project. Contractor shall maintain detailed invoices, payroll records and similar books
or records with respect to the Work to support any such requirement.



Section 2.16         Commencement
of the Work. Except for that portion of the Work set forth in the Limited Notice
to Proceed, Contractor shall not perform any Work before Owner issues the Notice to Proceed or otherwise authorizes, in writing,
the Contractor to commence the Work. The Parties hereby acknowledge and agree that the Notice to Proceed will be deemed issued
by Owner and received by Contractor on the Closing Date under the Asset Purchase Agreement. In the event the Agreement is terminated
pursuant to Section 13.5 and no Notice to Proceed is issued, in such case title to any materials, engineering specifications
and other work product (including foundation specifications, substation design, and road specifications), a main power transformer
queue position, and any other preliminary work done by BOP contractor purchased by Contractor pursuant to the Limited Notice to
Proceed shall immediately pass to Owner.



Section 2.17         Interconnection.
Contractor shall be responsible for complying with all provisions of the final Interconnection Agreement to be executed between
Owner and the Transmission Provider and Transmission Owner that are applicable to Contractor’s Work.



Section 2.18           Owner’s
Right to Inspect. Subject to providing five (5) Business Days’ notice to Contractor,
Owner and Owner’s Authorized Representatives shall have the right to inspect the Work and to maintain personnel at the Project
Site for such purpose, subject in all cases to Contractor’s reasonable safety precautions. Such inspection of any part of
the Work shall be conducted during normal operating hours at the Project Site and shall in no way relieve Contractor of its obligation
to perform the Work in accordance with this Agreement. Neither Owner nor Owner’s Authorized Representative shall interfere
with the execution of the Work in any material way during any inspection of the Project Site.



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Section 2.19         Notice
of Claims and Liens. Provided that Owner makes all Milestone Payments due to Contractor in the
amounts and at the time required by this Agreement, neither Contractor nor Prime Subcontractor shall assert or file a mechanics’
or materialman’s lien against Owner or the Project or the Project Site; provided, however, that this sentence
shall not preclude the filing of a mechanics’ or materialman’s lien by the Prime Subcontractor against the Project
or Project Site prior to the Notice to Proceed Date so long as Contractor removes such lien prior to the Notice to Proceed Date.
Contractor agrees that neither Contractor nor Prime Subcontractor shall file a lien against Owner or the Project or the Project
Site unless written notice thereof shall have been given to Owner at least ten (10) days prior to the date Contractor or Prime
Subcontractor files a lien against Owner, the Project or the Project Site. Other than as provided for above in this Section
2.19 and for Permitted Liens (as defined in the Asset Purchase Agreement), Contractor shall not allow third party lien
claims or any encumbrances to be (i) filed against Owner, or (ii) placed upon the Work and/or Owner property with respect
to any of the Work performed hereunder. Contractor further agrees to defend, indemnify, save and hold harmless Owner from and
against all such third party claims, damages and expenses, including liens of Subcontractors, laborers, equipment suppliers, service
providers and other persons or entities arising out of, resulting from or in any way connected with the Work performed (or omitted
to be performed) under or pursuant to this Agreement, including any Purchase Order(s). If a lien or encumbrance has been filed
or noticed by a third party, Contractor shall bond-over the lien or encumbrances not later than the earlier of ten (10) Business
Days after the lien or encumbrance has been filed or notice has been received. If Contractor chooses to bond-over the lien or
encumbrance, the amount of the bond shall not be less than one hundred twenty-five percent (125%) of the claim. Any such bond
shall survive the termination or expiration of this Agreement until such time as the applicable lien is released. Contractor will
furnish, when requested by Owner, written evidence that any third party lien claims or encumbrance filed against Owner or the
Project or the Project Site in connection with the Work, have either been paid in full or bonded-over, including, without limitation,
releases or waivers of all liens and claims of Major Subcontractors and laborers. Except for liens properly filed by Contractor
pursuant to this Section 2.19, if any liens, claims or other encumbrances are outstanding against Contractor or
Owner as a consequence of the Work, if the claim or encumbrance is not bonded-over, Owner may retain from money due Contractor
sufficient amounts to indemnify and hold Owner harmless. In the event Owner is notified in writing of a third party claim or claims
arising from the Work performed by Contractor, Owner shall notify Contractor of such claim or claims and Contractor shall appoint
a representative who will have the authority to settle any claims, provided, that any proposed settlement that would involve Owner,
and not Contractor, bearing the financial responsibility of such settlement shall require the prior approval by Owner. If Contractor
fails to appoint a representative to settle such claims, Owner shall have the right to make settlement thereof and charge the
same to Contractor.



Section 2.20         Cooperation.
Owner shall cooperate with Contractor in connection with Contractor’s efforts to obtain the approvals, certificates and
Permits that Contractor is required to obtain to perform the Work.



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Section 2.21         Security
and Assignment Agreements and Consents. As security for the performance of Contractor’s obligations under this Agreement
and in order to preserve Owner’s Step-In Rights under Article 13, Contractor shall deliver to Owner (a) the
Turbine Supply Security and Collateral Assignment Agreement, duly executed by Contractor, (b) the Turbine Supplier Consent
to Assignment, duly executed by Contractor and Turbine Supplier, (c) the Prime Subcontract Security and Assignment Agreement,
duly executed by Contractor, (d) the Prime Subcontractor Consent to Assignment, duly executed by Contractor and Prime Subcontractor,
and (e) such other security and assignment agreements of Subcontracts as may be required by Owner to secure Owner’s
rights under Article 13, duly executed by Contractor, together with consents to such assignments duly executed by
Contractor and the relevant Subcontractor.



Article
3SUBCONTRACTORS



Section 3.1             Subcontractors.



3.1.1        Subcontracts.
Owner acknowledges that Contractor intends that portions of the Work shall be accomplished by Subcontractors pursuant to certain
written Subcontracts between Contractor and such Subcontractors. Owner hereby approves Contractor’s engagement of the Turbine
Supplier. Contractor agrees to provide Owner with the list of potential Subcontractors it is considering for performing aspects
of the Work upon the reasonable request by Owner. Owner agrees to the use and engagement of Subcontractors by Contractor, provided,
that Contractor may not enter in to any contract with a Major Subcontractor unless the Major Subcontractor has been approved by
Owner in accordance with Section 3.2. Contractor shall require and shall cause all Work performed by Subcontractors
to be in accordance with the Requirements of this Agreement. No Subcontractor is intended to be nor shall be deemed a third party
beneficiary of this Agreement. Contractor agrees that it shall be fully responsible to Owner for the acts and omissions of Subcontractors
and of Persons directly or indirectly employed by them, as it is for the acts or omissions of Persons directly employed by Contractor.
Nothing contained herein shall obligate Owner to pay any Subcontractor and Contractor shall be solely responsible for paying each
Subcontractor and any other Person to whom any amount is due from Contractor in connection with the Project.



3.1.2        Assignment.
No Subcontract shall bind or purport to bind Owner. When entering into a Subcontract with a Major Subcontractor for work to be
performed at the Project Site, Contractor shall cause Owner to be named as an intended third-party beneficiary and contain a provision
substantially in the form of Exhibit 3.1.2 permitting its assignment to Owner upon Owner’s written request
following default by Contractor, the exercise by Owner of Step-in-Rights, termination due to a Contractor Default, or expiration
of this Agreement. With respect to any Subcontract assigned to Owner, as a condition to such Subcontractor accepting such an assignment,
Owner shall provide reasonable assurances of performance.



3.1.3        Subcontractor
and Vendor Warranties. To the extent assignable, Contractor shall assign all representations, warranties, guarantees and obligations
of all Major Subcontractors upon Final Completion.



36







Section 3.2   Major
Subcontracts. Appended to this Agreement as Exhibit 3.2 is a list of approved Subcontractors. In the event
that Contractor is considering the selection of a Subcontractor not listed in Exhibit 3.2for a Major Subcontract,
Contractor shall (i) notify Owner of the proposed Major Subcontractor(s) at the earliest practical point in its selection
process and furnish to Owner all information reasonably requested by Owner with respect to Contractor’s selection criteria
(including copies of bid packages furnished to prospective Major Subcontractors and the qualifications of proposed Major Subcontractors)
and (ii) notify Owner no less than ten (10) Business Days prior to the proposed date of execution of a Major Subcontract.
Owner shall have the right to reject for good cause any proposed Major Subcontractor; provided, that such good caused is based
on and limited to the technical capacity, performance history or financial condition of such prospective Major Subcontractor.
Contractor shall not enter into any Major Subcontract with a proposed Major Subcontractor rejected by Owner. Owner shall undertake
in good faith to review the information provided by Contractor expeditiously and shall notify Contractor of any such rejection
as soon as practicable after such decision is made. If at the end of the ten (10) Business Days after receipt of such information
by Owner, Contractor has not received notice of Owner’s rejection of the proposed Major Subcontractor, Contractor shall
have the right to execute such agreement with the proposed Major Subcontractor and such Major Subcontractor shall be deemed added
to the list of approved Subcontractors in Exhibit 3.2. Owner’s approval not to be unreasonably withheld.



Section 3.3           Change
in Major Subcontractor due to Owner’s Objections. In the event Owner’s rejection
of such proposed Major Subcontractor results in Contractor entering into a Major Subcontract at a higher price than the proposed
Major Subcontract, Owner shall issue a Scope Change Order for such increase.



Article
4Agreement PRICE AND PAYMENTS



Section 4.1           Agreement
Price. As consideration to Contractor for completing and furnishing the Work, Owner agrees to
pay Contractor, and Contractor agrees to accept as full and complete payment for all of the Work, including construction aids,
start-up and testing, supervision, travel and per diem costs, other Contractor expenses related to the Work and the performance
of any warranty obligations hereunder, the fixed lump sum agreement price of TWO HUNDRED MILLION FIVE HUNDRED FORTY-EIGHT THOUSAND
EIGHT HUNDRED SIXTY-FOUR AND 00/100 DOLLARS (US $200,548,864.00) (“Agreement Price”), and described on
the Payment Schedule (as set forth at Exhibit 4.1 to this Agreement and in accordance with Section
4.3 below) and hereby purchased by Owner from Contractor at the prices set forth on the Payment Schedule but excludes
sales and use Taxes associated therewith; provided, that if the Closing Date occurs after December 31, 2018, the Agreement
Price shall be increased by an amount equal to Thirty One Thousand One Hundred Twenty and 00/100 Dollars ($31,120.00)
multiplied by the number of months the Closing Date occurs after December 31, 2018. Other than as provided for in this Section
4.1or Section 4.1.1, except with respect to (i) certain Taxes as set forth in Section 4.2.3,
and (ii) Scope Changes as provided in Article 9, the Agreement Price shall not be increased for any reason
under this Agreement. The Agreement Price is stated in United States Dollars and is not subject to adjustment for exchange rate
fluctuations.



37







4.1.1        Agreement
Price Adjustments for Certain Options with respect to the Work. Set forth on the Exhibit 4.1.1 are (a) the
prices for each item of Spare Parts, and any other materials or services designated in the Payment Schedule as “Options”
(such other Spare Parts, materials and services being referred to as “Options” as identified in Exhibit 4.1.1).
At any time and from time to time after the Effective Date of this Agreement, Owner may elect to purchase any one or more of the
Options by giving notice of such election to Contractor. Each time Owner makes such an election, a Change Order shall adjust the
Agreement Price to include the cost of any and all Options that Owner so elects to purchase at the prices set forth for such Option
or Options on the Payment Schedule.



4.1.2       Owner
Credit Support. No later than ten (10) Business Days after the occurrence of a Credit Trigger Event with respect to Owner,
Owner shall provide Contractor with an irrevocable standby letter of credit in the form of Exhibit 4.1.2, issued
by an Qualified Institution, with a drawable amount equal to [**] ($[**]) (the “Owner LOC”). The Owner LOC,
if issued, shall secure Owner’s payment obligations, including Owner’s indemnity obligations, hereunder. Contractor
shall be entitled to draw on the Owner LOC for any uncured breach by Owner of this Agreement. Owner shall maintain the Owner LOC
in place until Contractor has been paid all amounts due to Contractor under this Agreement. For the avoidance of doubt, the Owner
LOC referenced in this Section 4.1.2 is the same agreement as that referenced in the Asset Purchase Agreement and
not in addition to such agreement.



Section 4.2            Taxes.



4.2.1         Import
Taxes. The Agreement Price shall include payment for all duties, levies, imposts, fees, royalties or charges of any kind, whether
in the United States or elsewhere, arising from the importation of any items into the United States.



______________________________

[**] Denotes confidential information
that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities
and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.



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4.2.2       Tax
Responsibility. Except as provided in Section 4.2.3, the Agreement Price includes payment for:
(i) all costs of equipment, temporary equipment, materials, labor, transportation, engineering, design and other
services relating to Contractor’s performance of its obligations under this Agreement and the Work (including any
intellectual property rights licensed under this Agreement, expressly or by implication) provided by Contractor or such
Subcontractors; (ii) except as set forth in Section 4.2.3, all taxes of any nature whatsoever
including all United States federal, state, regional, and local taxes, national and foreign taxes, goods and services taxes,
sales and use taxes and occupational, excise, unemployment, ownership, value-added, gross receipts, and income taxes and any
and all other taxes effective or enacted as of the Effective Date or thereafter (collectively referred to as
“Taxes”), and (iii) all duties, customs, levies, imposts, fees, royalties or charges of any kind
(whether in the United States or elsewhere and including any of the foregoing related to the importation of any items into
the United States) arising out of the exportation and importation of any component or part of the WTG, Infrastructure
Facilities, Drawings, designs or other Work or out of Contractor’s or any such Subcontractor’s performance of the
Work, or with respect to any equipment, materials, labor, or services provided under this Agreement, including any increases
thereof that may occur after the Effective Date. The Agreement Price shall not be increased with respect to any of the
foregoing items in (ii) or (iii) above or with respect to any withholdings in respect of any of the foregoing items
that Owner may be required to make. Notwithstanding the foregoing, Contractor shall not be liable for, and the Agreement
Price shall not include any taxes for which Owner is responsible pursuant to Section 4.2.3. Contractor
shall provide to Owner all information reasonably requested by Owner to confirm that the correct amount of sale and use tax
or other like taxes will be paid on the Work and the Project, but only to the extent that the failure to provide such
information is reasonably likely to create a liability for Owner.



4.2.3       Payment
of Sales Tax. Notwithstanding anything to the contrary in this Agreement, the Agreement Price shall not include, but Owner
shall pay or reimburse Contractor for, any sales, use, or transfer tax levied by any state, county or local government with respect
to the purchase, sale, lease or use of any personal property or services that are part of the Work or the Project (“Sales
Tax”), without regard to whether the person required by law to report, collect or pay such sales Tax was Contractor,
any Subcontractor, a person selling to either of them, or any other person.



4.2.4       Tax
Administration and Payment. Contractor shall timely administer and pay all Taxes for which Contractor is responsible, and timely
furnish to the appropriate taxing authorities all required information and reports in connection with such Taxes and furnish copies
of such information and reports (other than information specifically pertaining to Contractor’s income and profit) to Owner.
Upon receipt of an invoice submitted by Contractor, Owner shall promptly pay to Contractor (or, at the request of Contractor, directly
to the applicable Governmental Authority) any Sales Tax pursuant to Section 4.2.3. Owner, or transactions involving
Owner, may be exempt from some Taxes or Sales Taxes under State of North Dakota or other Applicable Law. To the extent necessary,
Owner will provide to Contractor valid information and forms, including the State of North Dakota tax exemption certificate (“Tax
Exemption Certificate”) set forth in Exhibit 4.2.4, to allow Contractor to secure such exemptions
for the benefit of Owner. All Contractor’s invoices shall be consistent with the provisions of this Section 4.2.4.
All invoices must be accompanied by completed Tax Exemption Certificates. For a period of six (6) years after the Project Substantial
Completion Date, and within thirty (30) Days of a request therefore, Contractor shall provide Owner with any information regarding
quantities and descriptions of property installed at the Site that Owner shall reasonably request in connection with the preparation
of its Tax returns.



4.2.4.1Sales
Tax Exemption for Renewable Energy Production Components. Contractor and Owner shall work together to develop and execute
a tax strategy to minimize Sales Tax payable in connection with the Project. In the event that the North Dakota sales and use
tax exemption (the “Renewable Energy Production Components Exemption”) applicable to the tangible personal
property used in the construction of the Project (the “Wind Conversion System Equipment”) is extended beyond
January 1, 2017, Contractor and each of its Subcontractors shall purchase all Wind Conversion System Equipment as a sale
for resale or pursuant to the Renewable Energy Production Components Exemption and without collecting, paying or remitting any
Sales Tax, other than to applicable local jurisdictions and Contractor shall not charge Sales Tax on billings to Owner for Owner’s
purchases of Wind Conversion System Equipment, provided Owner provides Contractor with a valid Certificate of Exemption.



39







4.2.4.2           Non-Wind
Conversion System Equipment Taxes. Contractor and Owner agree that to the extent materials used or consumed in the production
of the Project are not exempt from sales and use tax that Owner shall pay Contractor pursuant to Section 4.2.3
and Contractor shall remit the tax to the applicable jurisdiction pursuant to Section 4.2.4.  Each invoice
submitted by Contractor with respect to any such materials shall show as separate line items the sales price, the sales and use
tax and any associated labor.



4.2.4.3           Labor.
Contractor and Owner assume that installation labor for Non-Wind Conversion System Equipment is non-taxable and Contractor and
each of its Subcontractors shall not collect nor pay any State sales and use tax on any such Project labor. Notwithstanding then
foregoing, Owner is not relieved of any liability for sales tax on labor.



4.2.4.4           Additional
Information Requested by Owner. Contractor shall provide assistance as reasonably requested by Owner or Owner’s Tax consultant,
in determining eligibility and qualifying for exemptions or exclusions from sales and use taxes (and any other Sales Tax exemptions
or exclusions) for the relevant Governmental Authority and Owner agrees to take reasonable measures to protect Contractor’s
proprietary business and pricing information.  To the extent that Owner requires additional documents or information from
Contractor to complete or comply with Owner’s applications for a sales tax refund pursuant to Section 4.2.4.2above, or in connection with a tax jurisdiction audit matter, Contractor shall only be required to provide such additional
documents or information reasonably requested by Owner if (a) Owner confirms to Contractor in writing that such additional
documents or information are necessary to complete or comply with applicable laws respecting such sales tax refunds or audit matter;
and (b) Owner may disseminate such information to state taxing authorities and other third parties only as necessary to comply
with applicable laws respecting such tax refund or audit matter.



Section 4.3           Payment
of the Agreement Price. Owner shall pay the Agreement Price to Contractor in installments
(each, a “Milestone Payments”) in accordance with the Payment Schedule set forth in Exhibit 4.1.
Owner shall pay Contractor within twenty (20) Days from the date of Owner’s receipt of a Milestone Payment Request in substantially
the form of Exhibit 4.3. An amount equal to ten percent (10%) of each Milestone Payment will be withheld by
Owner as additional security (the “Retainage”) up to a maximum retainage of [**] ($[**]) (the “Retainage
Cap”); provided, however, that the Retainage Cap will be increased by the amount of any retainage Contractor
is entitled to hold back from payments made by it under the Turbine Supply Agreement. Upon the achievement of Project Substantial
Completion, the Retainage will be reduced to an amount equal to 200% of the value of the Punch List Items and the balance thereof
shall be paid to Contractor. THE PARTIES EXPRESSLY ACKNOWLEDGE THAT OWNER SHALL HAVE NO OBLIGATION TO PAY ANY AMOUNTS TO CONTRACTOR
HEREUNDER, INCLUDING ANY MILESTONE PAYMENT, UNTIL AFTER (I) NOTICE TO PROCEED HAS BEEN DEEMED ISSUED; AND (II) THE SECURITY
AND ASSIGNMENT AGREEMENTS AND CONSENTS REQUIRED PURSUANT TO Section 2.21 HAVE BEEN SIGNED AND DELIVERED TO OWNER.



_____________________________

[**] Denotes confidential information
that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities
and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.



40







Section 4.4           Disputed
Invoices. If there is any dispute about any amount invoiced by Contractor, the amount
not in dispute shall be promptly paid and any disputed amount that is ultimately determined to have been payable shall be paid,
with interest calculated, as provided in Section 4.8.



Section 4.5           Conditions
of Payment. Contractor’s right to receive any payment to be paid to it hereunder
is conditioned upon its submitting to Owner, a Milestone Payment Request that shall include: (i) the amount of the Milestone
Payment due; (ii) the Monthly Progress Report, and (iii) Partial Lien Waivers duly executed by Contractor and each Major
Subcontractor (except that with respect to the final payment hereunder, a Final Lien Waiver is required from Contractor and each
Major Subcontractor).



Section 4.6            Evidence
of Payments to Turbine Supplier. Within five (5) Business Days after making any payment
to Turbine Supplier with respect to this Agreement, and as a condition to Owner’s obligation to make any subsequent payment
to Contractor hereunder, Contractor shall provide Owner with evidence that payment has been made to Turbine Supplier in the form
of either (i) a wire transfer confirmation (redacted to delete precise payment amounts) indicating such payment to Turbine
Supplier and a written confirmation from Turbine Supplier that Contractor is current in its payment obligations to Turbine Supplier,
including confirmation of the percentage of the “Contract Price” (as defined in the Turbine Supply Agreement) paid
to Turbine Supplier through the date of such payment or (ii) a Turbine Supplier lien waiver to Owner with respect to such
payment, including confirmation of the percentage of the “Contract Price” (as defined in the Turbine Supply Agreement)
paid to Turbine Supplier through the date of such payment.



Section 4.7           Guarantees;
Backup Letter of Credit. To secure the performance of its obligations under this Agreement,
Contractor shall provide, or cause to be provided to Owner with the following:



4.7.1         EDF-EN
Guaranty. On the Effective Date, Contractor shall cause Guarantor to execute and deliver to Owner, and maintain in full force
and effect, the EDF-EN Guaranty. The EDF-EN Guaranty shall remain in effect until the earlier to occur of (i) payment in full,
or termination, of all of the payment obligations (including contingent obligations) guaranteed thereby and (ii) the sixth (6th)
anniversary of the Project Substantial Completion Date (“EDF-EN Guaranty Expiration”).



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4.7.2           Construction
Period Guaranty. On or prior to January 1, 2018, Contractor will to deliver to Owner and maintain in full force and effect
either (i) the Construction Period Guaranty executed by Guarantor for the benefit of Owner or (ii) a payment bond in an amount
equal to [**] ($[**]) in form and substance reasonably satisfactory to Owner and issued by a surety reasonably acceptable to Owner
assuring the payments otherwise guaranteed by the Construction Period Guaranty (the “Project Surety Bond”).
The Construction Period Guaranty or the Project Surety Bond, as the case may be, shall remain in effect until the earlier to occur
of (x) payment in full, or termination, of all of the payment obligations (including contingent obligations) guaranteed thereby
and (z) the delivery to Owner of the Post-Construction Guaranty (“Construction Period Guaranty Expiration”).



4.7.3           Post-Construction
Guaranty. On or prior to the Project Substantial Completion Date, Contractor shall cause the Guarantor to execute and deliver
to Owner, and maintain in full force and effect, the Post-Construction Guaranty. The Post-Construction Guaranty shall remain in
effect until the earlier to occur of (i) payment in full, or termination, of all of the obligations guaranteed thereby and (ii)
the sixth (6th) anniversary of the Project Substantial Completion Date (“Post-Construction Guaranty Expiration”).



4.7.4           Backup
Letter of Credit. No later than ten (10) Business Days after the occurrence of a Credit Trigger Event with respect to a Guarantor,
Contractor shall provide Owner with an irrevocable standby letter of credit in the form of Exhibit 4.7.c, issued
by a Qualified Institution, with a drawable amount equal to [**] Dollars ($[**]) (the “Backup LOC”) with respect
to each Guaranty issued by such Guarantor and outstanding at the time of such Credit Trigger Event. Each Backup LOC, if issued,
shall secure (x) such Guarantor’s obligations under the applicable Guaranty, (y) Contractor’s performance and payment
obligations under this Agreement, including performance through the end of applicable Infrastructure Facilities Warranty Periods
and (z) Sellers’ payment obligations under the Asset Purchase Agreement, including all indemnity and liquidated damages obligations
thereunder. The Backup LOC shall terminate on the sixth (6th) anniversary of the Project Substantial Completion Date. Owner shall
be entitled to draw on the Backup LOC for any uncured breach by Contractor of this Agreement, by Sellers of the Asset Purchase
Agreement or by the Guarantor of the applicable Guaranty.



4.7.5           No
Duplication. For the avoidance of doubt, the EDF-EN Guaranty, the Construction Period Guaranty, the Post-Construction Guaranty,
and the Backup LOC(s), each referenced in this Section 4.7, are the same agreements as those referenced in the Asset
Purchase Agreement and not in addition to such agreements.



Section 4.8             Interest.
Any amount owed to either Party beyond the date that such amount first becomes due and payable under this Agreement shall accrue
interest from the date that it first became due and payable until the date that it is paid at the lesser of (a) the LIBOR
plus three percent (3%) and (b) the maximum rate permitted by Applicable Laws.



Section 4.9            Effect
of Payment. Payment of the Agreement Price shall not constitute Owner’s approval
of any portion of the Project or the Work which has been determined not to be, or subsequently is determined not to have been,
performed in accordance with the Requirements of this Agreement.



_______________________

[**] Denotes confidential information that has been omitted
from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.



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Section 4.10         Set-off.
Notwithstanding anything to the contrary in this Agreement, either Party may at any time deduct and set-off (including a draw
on any security held by either Party) against any part of the balance due or to become due to the other Party under this Agreement,
including any Delay Liquidated Damages due or accrued but not paid by Contractor to Owner hereunder and any other amounts payable
by Contractor to Owner hereunder that are not subject to an unresolved dispute.



Section 4.11         Payment
Dates. Notwithstanding anything to the contrary in this Article 4, in the
event that any payment to be made under this Agreement falls due on any Day that is not a Business Day, the payment shall be deemed
due on the first Business Day thereafter.



Section 4.12         Payment
Withheld. Owner may withhold payment on any Milestone Payment or portion thereof in an
amount reasonably necessary to protect Owner to cover the actual costs (calculated in a manner consistent with the terms of this
Agreement, but subject to the limitations set forth in Section 11.2) of (i) Defects not remedied or (ii) Liens
filed against the Project or the Project Site by Subcontractors that Contractor has not caused to be released or bonded over within
fifteen (15) Days after the date of filing or, regardless of when filed, prior to the date that the final Milestone Payment will
be due. Notwithstanding the foregoing, Owner must first apply any amounts held as Retainage to cover actual costs incurred prior
to withholding any payment otherwise due to Contractor under this Agreement. No payment made by Owner to Contractor or withholding
of any payment by Owner shall relieve Contractor of any liability under this Agreement or shall be deemed a waiver by Owner of
any warranty of Contractor.



Section 4.13         Release
of Liens. If any Lien or claim of Lien is filed or notification of withholding money for
labor or material furnished under this Agreement is served on Owner and Owner has made all Milestone Payments properly due to
Contractor in the amounts and at the time required by this Agreement, and Contractor fails to provide a lien bond or other security
or otherwise cause the Lien or claim to be discharged or withdrawn within sixty (60) Days from the time such Lien or claim is
made, Owner may discharge such Lien or claim with the monies withheld pursuant to Section 4.12, whereupon for purposes
of this Agreement such monies shall be deemed to have been paid to Contractor.



Section 4.14         Final
Payment. Upon the occurrence of Final Completion as evidenced by the Final Completion
Certificate, Owner shall make the final Milestone Payment to Contractor. pursuant to Exhibit 4.1.



Article
5OWNER RESPONSIBILITIES



Section 5.1           Project
Site Access. Owner shall provide Contractor with access to the Project Site at all times
Contractor determines necessary for performance of the Work. Except as otherwise provided in this Agreement, Owner shall not unreasonably
prevent, obstruct or otherwise interfere with Contractor’s or Subcontractor’s reasonable rights of ingress or egress
to and from the Project Site.



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Section 5.2           Permits.
Owner shall cooperate with Contractor in connection with Contractor’s efforts to obtain the Permits required pursuant to
Section 2.9. Owner shall be responsible for obtaining and maintaining those Permits listed in Exhibit 2.9as Owner’s responsibility.



Section 5.3           [Reserved]



Section 5.4           Review
of Design Documents. Owner shall provide timely review of the Design Documents
during Design Development, as provided in Section 2.5.2.



Section 5.5           Owner-Caused
Delay. In the event of (i) any interruption or delay in the Project Schedule directly
caused by Owner’s failure to perform any of its other obligations under this Agreement or (ii) Contractor’s receipt
of an order or instruction from Owner to suspend the Work (each, an “Owner-Caused Delay”), Contractor shall
provide prompt written notice to Owner describing the particulars of such delay or failure including an estimation of the expected
duration and the probable impact on the performance of Contractor’s obligations hereunder. An Owner-Caused Delay shall entitle
Contractor to a Scope Change in accordance with Article 9, but only to the extent that such Owner-Caused Delay causes
or contributes to a delay in Contractor’s performance of the Work.



Article
6COMPLETION; COMMISSIONING AND TURNOVER



Section 6.1           General.



6.1.1      Contractor
shall perform the Work to mechanically complete the WTGs, the Infrastructure Facilities and the Project, in each case in accordance
with the Requirements of this Agreement, applicable manufacturers’ (including the Turbine Supplier’s) instructions
and warranty requirements and any and all applicable rules as agreed to by Owner, the Contractor, and the Turbine Supplier. Owner
and its Authorized Representatives shall have the right to inspect the Work and to be present during the start-up, synchronization,
operation and testing of the Project pursuant to this Article 6.



6.1.2      Contractor
shall provide Owner with ten (10) days written notice of the date on which it intends to carry out tests. The Parties shall use
commercially reasonable efforts to coordinate with the scheduling of any or all such tests to reasonably accommodate the schedules
of Persons whom the Owner deems necessary to attend the tests. Contractor shall notify Owner of any proposed change in the schedule
of tests. Under no circumstances will the unavailability of the Owner or Owner’s representatives delay the performance of
the scheduled tests for which the required notice has been provided to Owner.



Section 6.2          Foundation
Completion. Contractor shall achieve Foundation Completion with respect to each individual
Foundation and associated Infrastructure Facilities in accordance with the Requirements of this Agreement. “Foundation
Completion,” with respect to an individual Foundation, means the achievement of the following milestones:



6.2.1      such
Foundation is mechanically completed and installed in accordance with the Agreement Documents;



44







6.2.2      such
Foundation is structurally complete and contains all necessary embedded inserts;



6.2.3      the
concrete portion of such Foundation has cured so as to have achieved the minimum strength necessary to allow assembly, erection
and installation of the WTG thereon in accordance with the Agreement Documents;



6.2.4      backfilling
of the area surrounding such Foundation has been completed per contract and lease requirements;



6.2.5      hard
copies of red-lined drawings have been submitted to Owner;



6.2.6      all
quality assurance documentation has been provided to, received, reviewed, and approved by Owner in accordance with the Project
Quality Assurance Plan and all non-conforming quality assurance issues have been resolved in accordance with the Project Quality
Assurance Plan; and



6.2.7      Contractor
has delivered a Foundation Completion Certificate in substantially the form of Exhibit 6.2.7 with respect to such
Work, subject to Owner’s verification rights as set forth in Section 6.7.



Section 6.3          WTG
Mechanical Completion. Contractor shall achieve Mechanical Completion with respect to
each WTG in accordance with the Requirements of this Agreement. “Mechanical Completion” with respect to an
individual WTG means achievement of the following:



6.3.1      Foundation
Completion with respect to the Foundation for such WTG has occurred and such WTG is designed, fabricated, assembled, erected and
installed so as to be completed in accordance with the Technical Specifications, the Mechanical Completion Checklist set forth
in Exhibit 6.3.1 (the “Mechanical Completion Checklist”), and the other Requirements of this
Agreement, and checked for adjustment;



6.3.2      all
materials and equipment associated with such WTG have been installed in accordance with the Technical Specifications, the Mechanical
Completion Checklist, the WTG Supplier Requirements, the applicable Project Quality Assurance Plan set forth in Exhibit 2.8,
and the other Requirements of this Agreement, and checked for adjustment, rotation and lubrication;



6.3.3      all
quality assurance documentation has been provided, received, and reviewed, and approved by Owner in accordance with the Project
Quality Assurance Plan and all non-conforming quality assurance issues have been resolved in accordance with the Project Quality
Assurance Plan;



6.3.4      the
WTG is ready to commence Commissioning and testing; and



6.3.5      Owner
has accepted a Mechanical Completion Certificate with respect to such WTG.



45







Section 6.4           Commissioning
and Turnover of Electrical Works. In connection with the Pre-Commissioning or Commissioning of each WTG, Contractor shall
complete such additional Work as is necessary to energize such WTG and to achieve interconnection and shall Commission the Electrical
Works related thereto. Upon completion of such Electrical Works related to each WTG, Contractor shall submit a Commissioning and
Turnover Certificate to Owner on a per-circuit basis with respect thereto. Contractor shall cause Commissioning and turnover to
occur with respect to the Electrical Works no later than the Guaranteed Project Substantial Completion Date. “Commissioning
and Turnover of Electrical Works” with respect to an individual circuit of Electrical Works and equipment associated
therewith means the achievement of the following milestones:



6.4.1      Foundation
Completion with respect to the Foundation for such WTG and all other Electrical Works foundations has occurred;



6.4.2      all
of the Electrical Works, including the installation of all grounding, necessary to energize the WTG, are completed in accordance
with the Requirements of this Agreement;



6.4.3      all
materials and equipment associated with such Electrical Works have been installed in accordance with the Technical Specifications,
the Commissioning Test and Inspection Procedures and the other Requirements of this Agreement, and checked for adjustment;



6.4.4      such
Electrical Works and all other Infrastructure Facilities necessary to achieve Interconnection, including connection of such WTG
to Transmission Provider’s electricity transmission system, are either (i) energized or (ii) immediately capable
of being energized upon provision of the necessary facilities required to be furnished by Owner hereunder, if any;



6.4.5      all
of the Electrical Works necessary to achieve connection of such WTG to the Collection Substation in accordance with this Agreement
have been installed, insulated, protected and tested, including synchronization with such system;



6.4.6      all
of such Electrical Works have been properly constructed, installed, insulated and protected where required for such operation,
have been correctly adjusted, tested and Commissioned, are mechanically, electrically and structurally constructed as set forth
in the Technical Specifications, and can be used safely in accordance with the Agreement Documents, Applicable Laws and Applicable
Standards;



6.4.7      all
quality assurance documentation has been provided, received, and reviewed, and approved by Owner in accordance with the Project
Quality Assurance Plan and all non-conforming quality assurance issues have been resolved in accordance with the Project Quality
Assurance Plan; and



6.4.8      Owner
has accepted an Electrical Works Commissioning and Turnover Certificate with respect to such Electrical Works.



46







Section 6.5         Project
Substantial Completion. Subject to Section 11.3, Contractor shall achieve substantial completion of the Project
(“Project Substantial Completion”), which shall include achievement of Commissioning and Turnover of Electrical
Works and WTG Mechanical Completion with respect to all WTGs and all WTGs have been commissioned in accordance with the Commissioning
Test and Inspection Procedures and all requirements set forth therein have been met or exceeded and a corresponding WTG Commissioning
and Turnover Certificate has been delivered (subject to adjustment in the event Contractor exercises its Buy-Back Right pursuant
to Section 11.3), and the following other items:



6.5.1      Contractor
has delivered to Owner, and Owner has accepted, a WTG Substantial Completion Certificate for each WTG;



6.5.2      the
requirements set forth in the Commissioning Test and Inspection Procedures have been met or exceeded;



6.5.3      the
requirements necessary to achieve Project Substantial Completion that are set forth in all Permits have been met;



6.5.4      Contractor
has completed all of the Work for all of the Infrastructure Facilities and has delivered to Owner copies of the test reports and
electrical schematics related to Infrastructure Facilities;



6.5.5      Contractor
has delivered to Owner the draft O&M Manuals for equipment provided by Contractor or Subcontractors located within, and not
limited to, the Collection Substation, O&M Building, Collection System and Federal Aviation Administration lighting, as applicable;



6.5.6      Contractor
has prepared and submitted to Owner the final and complete list of Punch List Items;



6.5.7      Contractor
has delivered copies of the draft Turnover Packages and O&M Manuals that are required by Section 2.11;



6.5.8      drafts
or red-lines of As-Built Drawings and Documentation shall have been delivered to and accepted by Owner in accordance with Section 2.5.5;



6.5.9      Contractor
has delivered to Owner all interim or progress payment Partial Lien Waivers or final payment Final Lien Waivers, as the case may
be, from all Major Subcontractors for Work completed through such date;



6.5.10    all
quality assurance documentation has been provided, received, and reviewed, and approved by Owner in accordance with the Project
Quality Assurance Plan and all non-conforming quality assurance issues have been resolved in accordance with the Project Quality
Assurance Plan;



6.5.11    Owner
has accepted a Project Substantial Completion Certificate;



6.5.12    All
Warranty Parts Inventory and any other All Spare Parts that Owner has elected to purchase in accordance with Section 4.1.1
have been delivered by Contractor to the Project Site; and



47







6.5.13     Contractor
has assigned to Owner (a) all remaining rights under the Turbine Supply Agreement, (b) the SMA, and (c) the MPT
Supply Agreement in substantially the form of Exhibit 3.1.2 hereto.



Section
6.6           Final Completion.
Contractor shall cause Final Completion to occur. “Final Completion” means the achievement of the
following:



6.6.1      Project
Substantial Completion has occurred;



6.6.2      Contractor
has performed all of the Work (including the clean-up and restoration of that portion of the Project Site where Contractor conducted
the Work, the removal from the Project Site of all waste materials introduced or created by Contractor in the performance of the
Work, the recycling or disposal of such waste material and the re-grading or re-seeding of disturbed areas where appropriate) and
any Defects found have been corrected;



6.6.3      Owner
has received a final list and summary of the work performed by all Major Subcontractors;



6.6.4      Owner
has received a Final Lien Waiver from Contractor;



6.6.5      Owner
has received from Contractor Final Lien Waivers from all Major Subcontractors; or, if Contractor is unable to obtain all such waivers,
a bond (approved by Owner) to protect Owner, the Project and the Project Site from any and all claims made on account of such Liens;



6.6.6      Contractor
has delivered the Turnover Packages in accordance with Section 2.11.2;



6.6.7      all
As-Built Drawings and Documentation associated with the Work as described in this Agreement and Exhibit 2.2.2
have been delivered to and accepted by Owner in accordance with Section 2.5.5;



6.6.8      all
quality assurance documentation has been provided to, received, and reviewed, and approved by Owner in accordance with the Project
Quality Assurance Plan and all non-conforming quality assurance issues have been resolved in accordance with the Project Quality
Assurance Plan;



6.6.9      all
of Contractor’s supplies, personnel and waste have been removed from the Project Site;



6.6.10    Contractor
has provided copies of all environmental compliance documentation including, but not limited to:



6.6.10.1         Construction
stormwater permits, inspections reports, stabilization information, and construction stormwater permit inactivation;



48







6.6.10.2         construction
dewatering compliance documentation including discharge monitoring reports;



6.6.10.3         directional
bore incidental fluid release reports;



6.6.10.4         SPCC
program compliance documentation;



6.6.10.5         waste
identification numbers/permits; spill description, cleanup, reporting and disposal documentation;



6.6.10.6         concrete
batch plant air permits and compliance information;



6.6.10.7         noxious
weed control compliance information; and



6.6.10.8         compliance
documentation required for threatened, endangered, and protected species, historic and cultural compliance.



6.6.11    final grading of the area surrounding each Foundation is complete;



6.6.12    All items on the Punch List are completed; and



6.6.13    Owner has accepted a Final Completion Certificate.



Section 6.7         Achievement
of Foundation Completion, Commissioning and Turnover of Electrical Works, Mechanical Completion, WTG Substantial Completion, Project
Substantial Completion and Final Completion. When Contractor believes that it has
achieved any of Foundation Completion, Commissioning and Turnover of Electrical Works, Mechanical Completion, WTG Substantial
Completion, Project Substantial Completion or Final Completion, it shall deliver to Owner a completed Foundation Completion Certificate,
Commissioning and Turnover of Electrical Works Completion Certificate, Mechanical Completion Certificate, a WTG Substantial Completion
Certificate for each WTG, Project Substantial Completion Certificate or Final Completion Certificate (each a “Completion
Certificate” and, collectively, the “Completion Certificates”). Such Completion Certificate shall
include the results of all testing relevant to achievement of such milestone and otherwise contain a report in a form reasonably
acceptable to Owner and with sufficient detail to enable Owner to determine that Contractor has achieved Foundation Completion,
Commissioning and Turnover of Electrical Works, Mechanical Completion, Project Substantial Completion or Final Completion, as
the case may be. Owner shall, within two (2) Business Days, in the case of a Foundation Completion Certificate or a Commissioning
and Turnover of Electrical Works Completion Certificate, three (3) Business Days, in the case of a Mechanical Completion Certificate,
a WTG Substantial Completion Certificate and a Project Substantial Completion Certificate and five (5) Business Days, in the case
of a Final Completion Certificate, following receipt of such Completion Certificate, either (a) deliver to Contractor a countersigned
Completion Certificate, indicating its acceptance of the achievement of such milestone, or (b) if cause exists for doing
so, notify Contractor in writing that such milestone has not been achieved, stating in detail the reasons therefore. If Owner
fails to respond to Contractor within the relevant time periods set forth in the preceding sentence, in such case Owner shall
be deemed to have accepted such Completion Certificate as of the date set forth in the Completion Certificate by Contractor as
to when such completion occurred. If Owner delivers the notice under the preceding clause (b), Contractor shall promptly take
such action, including the performance of additional Work to achieve such milestone, and upon completion of such actions shall
issue to Owner another notice with respect to such milestone pursuant to this Section 6.7. Such procedure shall
be repeated as necessary until such milestone has been achieved. For the purposes of this Agreement, the date of achievement of
Foundation Completion, Commissioning and Turnover of Electrical Works, Mechanical Completion, WTG Substantial Completion, Project
Substantial Completion or Final Completion, as the case may be, shall the date set forth in the applicable Completion Certificate
by Contractor as to when such completion occurred that Owner ultimately accepts.



49







Section 6.8         Completion
Guarantees. Contractor acknowledges and agrees that it is responsible for the achievement of
Mechanical Completion and Project Substantial Completion not later than the Guaranteed Mechanical Completion Date and the Guaranteed
Project Substantial Completion Date, respectively (the “Guaranteed Completion Dates”). Subject to Section
11.1, Contractor warrants that Final Completion shall be achieved not later than two (2) months after the date of Project
Substantial Completion (“Guaranteed Final Completion Date”), except for Punch List Items that, by their nature,
cannot be completed because of seasonal weather conditions.



6.8.1      Transformer
Guarantees. Contractor shall use reasonable commercial efforts to include in the MPT Supply Agreement an output guarantee with
respect to the MPT transformer requiring the MPT supplier to pay liquidated damages to Owner for No-Load losses at [**] (the “Transformer
Guarantees”) in the event that the actual losses of the MPT are below the guaranteed levels set forth in Exhibit 2.2.2-
Part 3. In the event the MPT Supply Agreement does not contain an output guarantee equal to or better than the Transformer
Guarantees, Contractor shall pay to Owner, as liquidated damages and as Owner’s sole, exclusive and final remedy for such
failure, the difference, on a $/kW basis, between the output guarantees included in the MPT Supply Agreement and the Transformer
Guarantees. Upon Project Substantial Completion, Contractor shall assign the MPT Supply Agreement to Owner. Upon the effective
date of the assignment of the MPT Supply Agreement, if the MPT Supply Agreement contains the Transformer Guarantees, Owner shall
look solely to its remedies under the MPT Supply Agreement for enforcement of the Transformer Guarantees. If the MPT Supply Agreement
does not contain the Transformer Guarantees, Contractor shall continue to be liable for any liquidated damages payable to Owner
as a result of any breach of the Transformer Guarantees.



Section 6.9          Delay
Liquidated Damages. If Contractor has not achieved Project Substantial Completion by the Guaranteed
Project Substantial Completion Date (as such date may be extended pursuant to Article 8 as a result of the occurrence
of a Force Majeure Event or the occurrence of a Scope Change pursuant to Article 9), Contractor shall pay to Owner,
as liquidated damages and as Owner’s sole and exclusive remedy for such late completion, One Thousand Eight Hundred and
00/100 Dollars ($1,800.00) per incomplete WTG per Day following the Guaranteed Project Substantial Completion Date
until the date that Contractor delivers to Owner a WTG Substantial Completion Certificate that is accepted by Owner (“Delay
Liquidated Damages”); provided, however, in the event that Contractor achieves Project Substantial Completion
within a period of sixty (60) Days after the Guaranteed Project Substantial Completion Date, then Owner will refund to Contractor
all Delay Liquidated Damages that have been paid by Contractor. Delay Liquidated Damages shall be due and payable in weekly installments
beginning with the seventh (7th) Day following the first (1st) Day after the Guaranteed Project Substantial Completion Date. Subject
to the provisions set forth in Section 11.1, Contractor shall continue to make such payments of Delay Liquidated
Damages for each incomplete WTG until achievement of Project Substantial Completion, at which time Contractor shall pay all previously
accrued and unpaid Delay Liquidated Damages amounts. Any Delay Liquidated Damages not paid when due shall bear interest at a rate
calculated in accordance with Section 4.8. In no event shall the payment of Delay Liquidated Damages excuse Contractor
from performance of any of its other obligations hereunder, including the obligation to cause Project Substantial Completion to
occur.



______________________

[**] Denotes confidential information that has been omitted
from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.



50







Article
7WARRANTIES



Section 7.1           Infrastructure
Facilities Warranty.



7.1.1      Infrastructure
Facilities Warranty. Contractor warrants during the Infrastructure Facilities Warranty Period (with the exception of any Work
for which the warranty provisions of Section 7.2 shall apply) that:



7.1.1.1           all
parts, materials, equipment and the like incorporated into the Infrastructure Facilities to be delivered hereunder shall be free
of Defects in material, workmanship and title, and shall be new, unused and undamaged and of suitable grade that is consistent
with Prudent Industry Practices when installed (except as otherwise agreed to in advance in writing by Owner); and



7.1.1.2           the
Construction Services shall be performed with due care, skill and in a competent, diligent manner in accordance with Applicable
Law and Applicable Standards.



Sections 7.1.1.1, and 7.1.1.2,
are collectively, “Infrastructure Facilities Warranty.”



7.1.2      Infrastructure
Facilities Warranty Period.



7.1.2.1           The
Infrastructure Facilities Warranty shall commence on the Project Substantial Completion Date.



7.1.2.2           
All such Infrastructure Facilities Warranties shall continue until and expire upon the second (2nd) anniversary of the
Project Substantial Completion Date (the “Infrastructure Facilities Warranty Period”). In addition, if any component
is repaired pursuant to the Infrastructure Facilities Warranty, then the Infrastructure Facilities Warranty Period with respect
to such component shall continue until the later of: (a) the expiration of the Infrastructure Facilities Warranty Period;
or (b) two (2) years from the date of completion of such repair; but in no event shall such additional warranty extend for
more than three (3) years from the Project Substantial Completion Date.



51







7.1.3      Corrections
of Deficiencies. If a Defect occurs during the Infrastructure Facilities Warranty Period, Owner shall notify Contractor in
writing of such Defect within fifteen (15) Business Days after discovery of such Defect. Upon such notice, the Contractor, at its
sole cost and expense, shall repair or, at its option, replace, or take other appropriate corrective action so as to cause the
Defective Work to conform to the Requirements of this Agreement (“Infrastructure Facilities Warranty Service”).
Owner shall have the right to operate and otherwise use the Work until such time that Owner, in consultation with Contractor, reasonably
establishes it is prudent to suspend such operation or use for repair by Contractor, provided that Owner shall be responsible for
the cost of any additional repairs resulting from any delay it seeks and provided further that in no event may Owner delay Contractor
from repairing any such Work for more than ninety (90) Days from Owner’s notice to Contractor of such Defect. If the Defective
Work has been placed in service, subject to the foregoing limitations, Owner shall, in consultation with Contractor, reasonably
establish an appropriate time for Owner to remove the Defective Work from service for any Infrastructure Facilities Warranty Service
by Contractor, even if the Infrastructure Facilities Warranty Period expires prior to the removal of such Defective Work from service.
If Owner becomes aware during the Infrastructure Facilities Warranty Period of any operational abnormality that reasonably could
indicate that Defective Work exists, Owner shall notify Contractor, and Contractor will have five (5) Days to recommend whether
such Defective Work should be removed from service. If Contractor reasonably recommends in a notice to Owner that Owner remove
the Defective Work from service and Owner continues to operate the Defective Work against the reasonable recommendation of Contractor
after Contractor so notifies Owner, Owner shall assume the risk of any further damage or Defects that result from such continued
operation. Neither payment by Owner nor partial or entire use or possession of the Work by Owner shall relieve Contractor of liability
with respect to the Infrastructure Facilities Warranty contained in this Article 7. An analysis of the cause of a
Defect shall be performed by Contractor in accordance with the Requirements of this Agreement, if a Defect occurs that could (1)
impact safety of a worker or a member of the public, (2) result in an insurance claim or (3) have a cost impact of greater than
[**] ($[**]). Contractor shall make the report of such analysis available to Owner reasonably promptly after its completion. Contractor
shall not be excused from performing such Infrastructure Facilities Warranty Service after the end of the Infrastructure Facilities
Warranty Period, if it receives notice of the Defect or breach of Infrastructure Facilities Warranty before or during the Infrastructure
Facilities Warranty Period.



7.1.4      Risk
of Loss or Damage. Whenever Infrastructure Facilities Warranty Service is required pursuant to this Article 7,
Contractor shall bear the risk of loss or damage to the Work requiring repair during the period of such repair. If and to the extent
any of the Work must be removed from the Project Site for purposes of any such repair, the transportation charges associated with
any such repair shall be borne by Contractor.



________________________________

[**] Denotes confidential information that has been omitted
from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.



52







7.1.5        Exclusions
from Infrastructure Facilities Warranty. The Infrastructure Facilities Warranty set forth in this Section 7.1
shall not apply to:



7.1.5.1           normal
wear and tear, including that due to environment or operation;



7.1.5.2           damage
to any equipment to the extent such damage is caused by (a) Owner’s or its agent’s or operator’s (not including
any Affiliate of Contractor) improper storage, operation or maintenance of the Infrastructure Facilities, or (b) Owner’s
or its agent’s or operator’s (not including any Affiliate of Contractor) failure to conform to the operating instruction
manuals (including revisions thereto) provided by the Contractor and/or its Subcontractors, as applicable;



7.1.5.3           the
use of parts or consumables in the repair or maintenance of such equipment that are not in accordance with reasonable and practical
specifications and recommendations set forth in the O&M Manuals;



7.1.5.4           any
Force Majeure Event;



7.1.5.5           normal
operating consumables or items that require replacement due to normal wear and tear or casualty loss (other than as a result of
a failure under the Infrastructure Facilities Warranty); and



7.1.5.6           the
WTGs, except to the extent related to a Defect in the performance of Construction Services.



7.1.6         Exclusive
Remedy. This Section 7.1 sets forth Owner’s exclusive remedies with respect to the Infrastructure Facilities
Warranty.



7.1.7         Delay.
Contractor shall submit to Owner an action plan after being notified by Owner of a claim under the Infrastructure Facilities Warranty
no later than twenty-one (21) days after such notice. If, after notification of a claim under the Infrastructure Facilities Warranty,
Contractor shall delay past such date for submission of an action plan to address such claim with respect to such Defect or breach
of Infrastructure Facilities Warranty, then Owner may correct or have others correct such Defect or breach of Infrastructure Facilities
Warranty so that the Work complies with the Requirements of this Agreement, and Contractor shall be liable for all costs, charges
and expenses incurred by Owner in connection with such correction and shall forthwith pay to Owner an amount equal to such costs,
charges and expenses within thirty (30) Days after Contractor’s receipt of an invoice from Owner therefore (including reasonable
supporting documentation). Contractor reserves its right to investigate and determine the eligibility of such warranty claims.
If Owner has independently undertaken a warranty repair pursuant to this section, then within a reasonable period of time after
the occurrence of such warranty repair, Owner shall issue to Contractor:



7.1.7.1           a
failure report, which shall contain technical and logistical information in sufficient detail to enable Contractor to evaluate
(1) Owner’s representation that repair of a defect is a warranty repair and not a standard maintenance activity or Defect
caused by lack of regular maintenance consistent with Prudent Industry Practices, and (2) the appropriateness of the Owner’s
corrective action; and



53







7.1.7.2           copies
of invoices received or prepared for costs and expenses claimed by Owner for reimbursement by Contractor (but only if such Owner
work is due to a Defect in the Work). Work performed by Owner in relation to a warranty repair under this Section shall be
billed on a “Time and Materials” basis.



Section 7.2            WTG
Warranties. The warranty for the WTGs (the “WTG Warranty”) is
set forth exclusively in the Turbine Supply Agreement. In the event Contractor does not enforce or pursue a justifiable (as reasonably
determined by Owner) WTG Warranty claim against Turbine Supplier in accordance with the Turbine Supply Agreement prior to Project
Substantial Completion, Owner shall have the right to require Contractor to pursue such claim; and in the event Contractor does
not promptly do so, then Owner shall be entitled to pursue such claim on Contractor’s behalf and Contractor shall reimburse
Owner for all reasonable costs and expenses incurred in such enforcement. Upon the effective date of an assignment of the Turbine
Supply Agreement, Contractor shall be released from all of its WTG Warranty obligations hereunder, and Owner shall look solely
to its remedies under the Turbine Supply Agreement for enforcement of WTG Warranty rights.



Section 7.3            Subcontractor
Warranties. Contractor shall have the right and agrees to enforce the warranties of all
Subcontractors during the Infrastructure Facilities Warranty Period. Any Subcontractor warranties, but not including the warranties
of the Turbine Supplier, that are still in existence at the end of such Infrastructure Facilities Warranty Period shall be assigned
on such date to Owner and Contractor shall ensure that the terms and conditions of such Subcontract allow for such assignment.
Contractor shall use its good faith efforts to cause its Subcontractors to acquire assignable warranties from their vendors and
to assign such warranties to Owner.



Section 7.4            General
Limitations on Warranties and Remedies. The rights and remedies set forth in this Article
7 are Owner’s exclusive remedies for all claims based on breach of the warranties provided in this Article
7. No failure on the part of Owner in exercising any right shall operate as a waiver thereof. THE GUARANTEES AND WARRANTIES
SET FORTH IN THIS ARTICLE 7 ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. NO IMPLIED STATUTORY
WARRANTY OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE SHALL APPLY. THERE ARE NO OTHER WARRANTIES, AGREEMENTS, OR UNDERSTANDINGS,
WRITTEN OR ORAL, MADE BY OR BINDING UPON CONTRACTOR WITH RESPECT TO THE PROJECT THAT EXTEND BEYOND THOSE SET FORTH IN THIS ARTICLE
7 OR AS PROVIDED IN THE ASSET PURCHASE AGREEMENT. FOR THE AVOIDANCE OF DOUBT, CONTRACTOR MAKES NO WARRANTY IN RELATION
TO THE OUTPUT OF THE PROJECT.



Article
8FORCE MAJEURE



Section 8.1            Performance
Excused. If either Party is rendered wholly or partially unable to perform its obligations
under the Agreement Documents due to a Force Majeure Event, that Party shall be excused from whatever performance is affected
by the Force Majeure Event to the extent so affected, and the Guaranteed Completion Dates and Milestones set forth in the Project
Schedule so affected shall be extended and such Project Schedule shall be updated; provided, that:



54







8.1.1           the
Party claiming a Force Majeure Event shall give the other Party prompt notice describing the particulars of the cause and nature
of the occurrence. The Party claiming a Force Majeure Event shall give the other Party sufficient proof of the occurrence of such
Force Majeure Event and notice estimating the Force Majeure Event’s expected duration and probable impact on the performance
of such Party’s obligations hereunder, and such affected Party shall continue to furnish timely regular reports with respect
thereto during the continuation of the Force Majeure Event or its impact on the affected Party’s performance;



8.1.2           no
breach or default of either Party which arose before the occurrence of the Force Majeure Event causing the suspension of performance
shall be excused as a result of the occurrence, but so long as the affected Party shall have commenced and is diligently continuing
to attempt to cure such default prior to the occurrence of the Force Majeure Event, the cure period (if any) provided in this Agreement
with respect to such default shall be extended on a Day-for-Day basis to the extent a cure actually is prevented as a result of
the Force Majeure Event;



8.1.3           the
suspension of performance shall be of no greater scope and of no longer duration than is reasonably required by the Force Majeure
Event;



8.1.4           the
affected Party shall exercise all reasonable efforts to mitigate or limit damages to the other Party;



8.1.5           the
affected Party shall exercise commercially reasonable efforts to alleviate and mitigate the cause and effect of such Force Majeure
Event, remedy its inability to perform, and limit damages to the other Party;



8.1.6           the
affected Party shall use all reasonable efforts to continue to perform its obligations hereunder and to limit, correct or cure
the event or condition excusing performance; and



8.1.7           when
the affected Party is able to resume performance of the affected obligations under the Agreement Documents, that Party shall give
the other Party written notice to that effect, a Scope Change Order shall be executed pursuant to Section 9.9 to
account for the actual effect, if any, on the affected Party’s performance of its obligations by the Force Majeure Event,
and the affected Party promptly shall resume performance under the Agreement Documents; and



8.1.8           Unless
Owner elects in writing, in the form of a Scope Change Order, to require Contractor to accelerate its schedule, Contractor shall
not be entitled to an adjustment of the Agreement Price based on any Force Majeure Event; except that if one or more Force Majeure
Events render Contractor unable to perform (and Contractor is excused, in accordance with the foregoing provisions of this Section
8.1, from its non-performance of) any material Work at the Project Site for an aggregate amount of time that exceeds three
(3) Days (“Extended Force Majeure Event”), Contractor shall be entitled to an adjustment to the Agreement Price
to reflect additional costs and expenses incurred or to be incurred by Contractor as a result of such Extended Force Majeure Event.
The adjustment to the Agreement Price caused by an Extended Force Majeure Event shall be offset by any insurance proceeds available
(to Contractor or Owner) as a result of the Extended Force Majeure Event.



55







8.1.9       Owner-Caused
Delay. In the event Contractor claims an Owner-Caused Delay, Contractor shall give Owner written notice describing the details
of the Owner-Caused Delay, the anticipated length of such delay and any other effect on Contractor’s performance of its obligations
hereunder. Contractor shall provide to Owner reasonable evidence of the occurrence and duration of such Owner-Caused Delay. So
long as the conditions set forth in this Section 8.1.9 are satisfied, Contractor shall not be responsible or
liable for or deemed in breach of this Agreement because of any failure or delay in completing the Work in accordance with the
Project Schedule or achieving any Guaranteed Completion Date if and to the extent that such failure has been caused by one
or more Owner-Caused Delays, provided that (i) such suspension of performance and extension of time shall be of no greater
scope and of no longer duration than is required by the effects of the Owner-Caused Delay, and (ii) Contractor provides all
assistance reasonably requested by Owner for the elimination or mitigation of the Owner-Caused Delay. In the event Contractor claims
an Owner-Caused Delay, it shall be entitled to a Scope Change pursuant to Section 9.10 and Contractor shall be entitled
to suspension of performance or extension of time (including an extension of the Guaranteed Completion Dates), together with an
increase in the Agreement Price equal to its demonstrated, justified and reasonable additional costs incurred by reason of such
delay plus an aggregate amount of ten percent (10%)for overhead and profit, to the extent agreed upon by both Parties pursuant
to a Scope Change Order in accordance with Article 9.



Section 8.2           Disputes;
Burden of Proof. If Owner and Contractor are unable in good faith to agree that a Force
Majeure Event or an Owner-Caused Delay has occurred, either Party may submit the dispute to the applicable dispute resolution
process provided for under Article 15.



Article
9SCOPE CHANGES



Section 9.1           Scope
Changes. A “Scope Change” means any addition to, deletion from, suspension
of or other modification to the quality, function or intent of the Project as delineated in the Scope of Work, or a change to
the Requirements of this Agreement. It is the intent of Owner and Contractor that the Scope of Work specified in Exhibit 2.2.2includes all items necessary for the proper execution and completion of the Work. A Scope Change shall not effect a change
to the essential nature of the Project. If either Owner or Contractor believes a Scope Change is necessary, it shall proceed as
set forth in this Article 9; except that, notwithstanding anything in this Article 9 to the contrary,
no Scope Change, or any adjustment of the Agreement Price or the Project Schedule, shall be made as a result of any errors, negligence,
willful and wanton misconduct, intentional misconduct, deficiencies, or improper or defective work on the part of Contractor or
any Subcontractor or as a result of any failure of Contractor to perform its obligations under this Agreement.



56







Section 9.2           Scope
Change by Owner. Owner may, from time to time, without invalidating this Agreement, order or approve a Scope Change (a) in
the construction or features of the Infrastructure Facilities, (b) in all or a portion of any other components or aspects
of the Work, or (c) in the Project Schedule in which event the Agreement Price or the Project Schedule shall be
adjusted accordingly, if necessary, as agreed by Owner and Contractor. Contractor shall reasonably review and consider such requested
Scope Change and shall make a written response thereto within seven (7) Days after receiving such request. If Contractor believes
that giving effect to any Scope Change requested by Owner will increase or decrease its cost of performing the Work, shorten or
lengthen the time needed for completion of the Work, require modification of its warranties in Article 7 or require
a modification of any other provisions of this Agreement, its response to the Scope Change request shall set forth such changes
(including any amendments to this Agreement) that Contractor deems necessary as a result of the requested Scope Change and its
justification therefor. If Contractor accepts the Scope Changes requested by Owner (together with any amendments to this Agreement
specified therein) or if the Parties agree upon a modification of such requested Scope Changes, the Parties shall set forth the
agreed upon Scope Change in the Work and agreed upon amendments to this Agreement, if any, in a Scope Change Order.



Section 9.3           No
Unapproved Scope Changes. Contractor shall not perform any Scope Changes nor shall Contractor
be entitled to undertake any change to the Work until Owner has approved in writing the proposed adjustments. Upon receiving from
Owner such written approval or such written authorization to perform, Contractor shall diligently perform the Scope Change in
accordance with and subject to all of the terms of this Agreement. Any technical or engineering dispute between Owner and Contractor
with respect to any Scope Change Order shall be resolved in accordance with Article 15.



Section 9.4           Required
Scope Changes. If any of the following events occurs, Owner shall issue a Scope Change
Order to Contractor, in each case to the extent the event results in increased costs or delays to Contractor in achieving the
Milestones by the dates identified in Exhibit 2.4.1:



9.4.1       a
Scope Change ordered by Owner as described in Section 9.2;



9.4.2       an
Owner-Caused Delay (as described under Section 5.5) occurs;



9.4.3       a
Concealed Subsurface Condition arises pursuant to Section 9.8;



9.4.4       a
Scope Change Order is allowed in accordance with Section 3.3;



9.4.5       a
Change in Law occurs;



9.4.6       a
relocation of underground utilities as set forth in Section 2.10.1;



9.4.7       a
Force Majeure Event occurs, as more particularly set forth in Section 9.9 (provided that Contractor shall only be
entitled to a Scope Change Order for both schedule delays and increased costs associated with an Extended Force Majeure Event pursuant
to Section 8.1.8, or if



57







9.4.8      Turbine
Supplier incurs a “Force Majeure Event” as defined in the Turbine Supply Agreement that affects Turbine Supplier’s
performance of its obligations under the Turbine Supply Agreement, but otherwise shall be entitled to a Scope Change Order. The
relief granted by Owner in the Scope Change Order shall be the same relief granted to Turbine Supplier under the Turbine Supply
Agreement.



Section 9.5           Authorization
for Scope Change. Contractor agrees that any extra work shall be performed only if Contractor
has been so instructed in writing by Owner’s Authorized Representative via a Scope Change Order. Contractor shall not bill
and Owner shall not pay claims for extra work unless the work is covered by a Scope Change Order. Contractor shall not have the
right or the power to prosecute or maintain action in court to recover for extra work unless the claim is based upon a written
Scope Change Order from Owner.



Section 9.6           Agreement
on Firm or Unit Prices. When a modification increases the amount of the Work, the payment
for the extra work may be based on an agreed to firm or unit price. Contractor shall submit a proposal to Owner on which it seeks
agreement before the extra work is started. The proposal shall include a breakdown of costs including labor, materials, equipment,
overhead and margin. The proposal shall indicate itemized quantities and charges for all elements of cost. This itemization shall
include a listing by craft of the direct labor charges excluding percentage markups for overhead and margin.



Section 9.7           Absence
of Agreement on Firm or Unit Prices. If no price is agreed to, but the Parties otherwise agree to the type and character of
the work in a Scope Change Order, then except for any change in the Work to be supplied or performed by Turbine Supplier under
the Turbine Supply Agreement (which change order shall only be made in accordance with the provisions of the Turbine Supply Agreement),
payments for extra work will be based on the following:



9.7.1       Total
direct labor costs including straight time labor, payroll taxes and insurance and fringe benefits incurred by Contractor plus 10%
for overhead, plus 10% for margin.



9.7.2       Material
or subcontracted work shall be invoiced at Contractor’s direct cost with a 10% markup overhead and a 10% markup for profit.



9.7.3       Markup
percentages stated in this Section are inclusive of, but not limited to, all field and home office overhead expenses, salaried
supervision, support facilities, small tools, etc.



Section 9.8           Scope
Changes Due to Concealed Subsurface Conditions. Immediately upon discovery, Contractor
shall notify Owner in writing of (i) subsurface or latent physical conditions at the Project Site differing materially from
those indicated in this Agreement, (ii) the discovery of fossils, archeological remains or any other object of cultural significance,
or (iii) previously unknown physical conditions at the Project Site of an unusual nature or differing materially from those
ordinarily encountered and generally recognized as inherent in work of the character provided for in this Agreement (collectively,
“Concealed Subsurface Conditions”). Concealed Subsurface Conditions shall not include conditions handled or
mitigated by Contractor utilizing equipment planned to perform that component of the Work within a reasonable period of time.
Contractor will take all reasonable steps to mitigate the impacts of Concealed Subsurface Conditions. Contractor shall take all
reasonable steps to secure Concealed Subsurface Conditions, including fencing and avoiding further disturbance and shall at all-time
comply with Applicable Laws. Upon notification, Owner shall promptly investigate the conditions, and Contractor shall be entitled
to a Scope Change Order.



58







Section 9.9           Scope
Changes Caused by a Force Majeure Event. If Contractor’s performance hereunder is wholly or partially prevented due
to the occurrence of a Force Majeure Event affecting Contractor and such Force Majeure Event has caused an extension of any guaranteed
date under this Agreement or any other date under the Project Schedule as provided in Section 8.1, Contractor
shall provide to Owner a written description of Contractor’s plan to make up Days lost under the Project Schedule due
to the occurrence of such Force Majeure Event, including an estimate of the costs for such plan. To the extent that Owner desires
to pay for the costs of acceleration of the Work or change to the Project Schedule set forth in Contractor’s proposal
in order to compensate for delays in the Work caused by such Force Majeure Event, Owner may authorize a Scope Change Order increasing
the Agreement Price and adjusting the Project Schedule (in addition to any automatic adjustments of Guaranteed Completion
Dates hereunder). In addition, to the extent Contractor incurs or will incur additional out-of-pocket costs and expenses as a
result of an Extended Force Majeure Event, Owner shall issue a Scope Change Order increasing the Agreement Price to include such
increased out-of-pocket costs and expenses (without any mark-up by Contractor). Notwithstanding anything to the contrary, (a) to
the extent Contractor is compensated for the effect of a Force Majeure Event by insurance maintained pursuant to Article
12, or (b) to the extent Owner would have been so compensated but for Contractor’s failure to provide such
insurance as required under Article 12, Contractor shall not be entitled to a Scope Change Order in the Agreement
Price in connection with such Scope Change Order issued for such Extended Force Majeure Event. Nothing contained in this Section
9.9 shall affect Contractor’s obligations under Article 8 in respect of the occurrence of any Force
Majeure Event.



Section 9.10         Owner-Caused
Delays. Owner-Caused Delays shall entitle Contractor to a change to the Agreement Price,
in accordance with Section 8.1.9, and if applicable, an extension of time hereunder. Any extension permitted
under this Section shall be of an equitable duration designed to reflect the delay actually caused by the relevant Owner-Caused
Delay.



Section 9.11         Weather
Delay Days. Contractor’s relief for any Weather Delay Day shall be limited to a one-day
extension for each Full Weather Delay Day (or accumulation of Half Weather Delay Days that equate to a full Weather Delay Day)
that actually delays the Guaranteed Project Substantial Completion Date and an adjustment in the Agreement Price through a Scope
Change Order in an amount equal to the actual out-of-pocket expenses (calculated on a time and materials basis pursuant to the
Contractor’s Time and Materials Rates set forth in Exhibit 9.11) incurred by Contractor from a Weather Delay
Day; provided, that in no case shall Contractor be entitled to reimbursement of costs in excess of Twenty-Seven Thousand
and 00/100 Dollars ($27,000) per Day for a Weather Delay Day (unless more than two (2) main erection cranes and crews
are located at the Site and idled during topping operations on such Weather Delay Day, in which case Contractor shall be entitled
to reimbursement of such costs of up to Thirty-Seven Thousand and 00/100 Dollars ($37,000) per Day); provided
further, that Contractor shall not be entitled to any relief for a Weather Delay Day unless the wind speeds and other unusually
severe weather conditions required for qualification of a Weather Delay Day are substantiated by Contractor on the scheduled work
day next following the claimed Weather Delay Day. Except as provided in the preceding sentence, Contractor’s relief shall
not include any increase in the Agreement Price or other additional compensation; and Contractor acknowledges that it has assumed
the economic risk for delays caused by twenty (20) Weather Delay Days and has included an amount in the Agreement Price to cover
for this risk. As noted above, Contractor has also incorporated into the Project Schedule the time necessary to experience of
up twenty (20) Weather Delay Days for the various phases of the WTG installation, in aggregate, before the Project Schedule would
be adversely impacted.



59







Article
10INDEMNIFICATION



Section 10.1         Indemnities.



10.1.1    Contractor’s
General Indemnity. Contractor shall defend, indemnify and hold harmless Owner, Owner’s Representative and Owner’s
subsidiaries and Affiliates, and the directors, officers, agents, employees, successors and assigns of each of them (each, an “Owner
Indemnified Party”) from and against any and all third party losses of any character, type or description, including,
but not limited to, all expenses of litigation, court costs and reasonable attorney’s fees, for injury or death to any person
or damage to any property, to the extent caused by Contractor’s breach or default under this Agreement and any negligent
act or omission (including strict liability), gross negligence or willful misconduct of Contractor, its Subcontractors, agents
or employees, including but not limited to (a) relating to injury to or death of any Person, including employees of Contractor;
or (b) resulting from loss or damage to property. Owner shall have no liability for, and Contractor agrees to indemnify, defend
and hold Owner harmless against and from, any and all damages, losses, liabilities, claims, litigation, demands, proceedings, judgments,
or suits of any kind or of any nature whatsoever (including, without limitation, reasonable attorney’s, consultants’
and experts’ fees and disbursements incurred in investigating, defending against, settling or prosecuting any claim, litigation
or proceeding) which may at any time be imposed upon, incurred by or asserted or awarded against Owner arising out of or relating
to the presence of any Hazardous Materials (other than Pre-Existing Hazardous Materials) which are released, generated, or discharged
by Contractor or any of its subcontractors, agents, or employees in connection with the Project. Contractor’s indemnification
obligations hereunder are not limited by insurance coverage.





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10.1.2       Contractor’s
Infringement Indemnity.



10.1.2.1           Prior
to Project Substantial Completion, Contractor shall enforce for the benefit of Owner (at Contractor’s cost) the patent and
intellectual property indemnity of the Turbine Supplier included in the Turbine Supply Agreement. Effective upon Project Substantial
Completion, or any earlier termination of this Agreement, Contractor shall assign to Owner all rights with respect to such patent
indemnity, and thereafter Owner shall be responsible for the enforcement thereof, provided that Contractor shall provide reasonable
assistance to Owner as requested by and at the expense of Owner. Contractor’s indemnification obligations hereunder are not
limited by insurance coverage



10.1.2.2           With
respect to all Work (other than the WTGs), Contractor shall indemnify, defend, and hold each Owner Indemnified Party free and harmless
from all losses, claims, liens, demands and causes of action of any kind and costs thereof, including judgments, penalties, interest,
court costs and reasonable attorney’s fees incurred by or assessed against any Owner Indemnified Party on account of any
claim of infringement of any United States or European Union patent, copyrighted or uncopyrighted work, secret process, trade secret,
unpatented invention, or other intellectual property right related to or arising from Contractor’s performance under this
Agreement. In addition, and in all such cases where the continued use of any item for the purpose intended is forbidden by any
court of competent jurisdiction, Contractor shall at its option either (i) procure for Owner, or reimburse Owner for procuring,
the right to continue using the infringing item, (ii) modify the infringing item so that it becomes non-infringing, or (iii) replace
the infringing item with a non-infringing item; provided that in no such case shall Contractor take any action which demonstrably
adversely affects Owner’s continued use and enjoyment of the Project without the prior written consent of Owner. This paragraph
shall not apply to claims of infringement to the extent that the specific selection of the infringing process, material or equipment
was made by Owner. Contractor’s indemnification obligations hereunder are not limited by insurance coverage.



10.1.3       Specific
Indemnity. Contractor agrees to indemnify, defend and hold any Owner Indemnified Party harmless from and against all fines,
penalties, related costs and expenses of any character, type or description, including, but not limited to, all expenses of litigation,
court costs and attorney’s fees attributable to any failure of Contractor or Subcontractors to comply with all Applicable
Laws and Permits in connection with the performance of the Work. Contractor’s indemnification obligations hereunder are not
limited by insurance coverage.



10.1.4       Owner
Indemnity. Owner shall protect, defend, indemnify and hold harmless Contractor, Contractor’s engineers and Subcontractors,
and their respective partners and their parent corporations, subsidiaries and Affiliates, agents, officers, directors and employees
(each, a “Contractor Indemnified Party”) from and against any and all third party Losses of any character, type
or description, including, but not limited to, all expenses of litigation, court costs and reasonable attorney’s fees, for
injury or death to any person or damage to any property, to the extent caused by the Owner’s breach or default under this
Agreement and any negligent acts or omissions (including strict liability), gross negligence or willful misconduct of Owner, its
subcontractors, agents or employees, arising out of this Agreement, including but not limited to (a) relating to injury to
or death of any Person, including employees of Owner; or (b) resulting from loss or damage to property. Contractor shall have
no liability for, and Owner agrees to indemnify, defend and hold Contractor harmless against and from, any and all damages, losses,
liabilities, claims, litigation, demands, proceedings, judgments, or suits of any kind or of any nature whatsoever (including,
without limitation, reasonable attorney’s, consultants’ and experts’ fees and disbursements incurred in investigating,
defending against, settling or prosecuting any claim, litigation or proceeding) which may at any time be imposed upon, incurred
by or asserted or awarded against Contractor arising out of or relating to the presence of any Hazardous Materials which are released,
generated, or discharged by Owner or any of its subcontractors, agents, or employees in connection with the Project.



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10.1.5           Indemnification
Procedure. When required to indemnify any Contractor Indemnified Party or Owner Indemnified Party or any other Person entitled
to indemnification under Section 10.1 (“Indemnified Party”), the Party providing the indemnity
(the “Indemnifying Party”) shall assume on behalf of such Indemnified Party and conduct with due diligence and in good
faith the defense of any claim against such party, whether or not the Indemnifying Party shall be joined therein, and the Indemnified
Party shall cooperate with the Indemnifying Party in such defense. The Indemnifying Party shall have charge and direction of the
defense and settlement of such claim; provided, however, that without relieving the Indemnifying Party of its obligations hereunder
or impairing the Indemnifying Party’s right to control the defense or settlement thereof, the Indemnified Party may elect
to participate through separate counsel in the defense of any such claim, but the fees and expenses of such counsel shall be at
the expense of such Indemnified Party unless (a) the employment of counsel by such Indemnified Party shall have reasonably
concluded that there exists a material conflict of interest between the Indemnifying Party and such Indemnified Party in the conduct
of the defense of such claim (in which case the Indemnifying Party shall not have the right to control the defense or settlement
of such claim, on behalf of such Indemnified Party) or (b) the Indemnifying Party shall not have employed counsel to assume
the defense of such claim within a reasonable time after notice of the commencement thereof. In each of such cases the fees and
expenses of counsel shall be at the expense of the Indemnifying Party. The amount of any indemnity payment made under Section
10.1 shall be reduced by the amount of all insurance proceeds received by the Indemnified Party in respect of the event
giving rise to the right of indemnity under Section 10.1. All payments made in respect of indemnities provided under
this Article 10 shall be made on an After-Tax Basis.



10.1.6           Minimum
Indemnity Claims. Notwithstanding anything to the contrary, no claim for indemnity shall be brought pursuant to this Article
10 until the total loss, damages or expenses incurred or suffered by the Indemnified Party hereunder exceeds $[**] in the
aggregate, and then only to the extent such claim exceeds such $[**] threshold.



10.1.7           Survival
of Indemnities. The indemnities set forth in this Article 10 shall expire and the Parties shall have no further
liability under this Article 10 four (4) years after the date of Project Substantial Completion.



_____________________________

[**] Denotes confidential information that has been omitted
from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.



62







Article
11LIMITATION OF LIABILITY



Section 11.1          Contractor
Delay Liquidated Damages Cap. Contractor’s liability under this Agreement for Delay Liquidated
Damages will be limited to Twenty Million and 00/100 Dollars ($20,000,000.00).



Section 11.2          Contractor’s
Aggregate Liability Cap. Notwithstanding any other provision of this Agreement, the aggregate
amount of damages Owner shall be entitled to receive from Contractor (including, but not limited to, any damages to which Owner
may be entitled as Delay Liquidated Damages as set forth in Section 6.9 or as otherwise set forth herein, and/or
as a result of Contractor Defaults as set forth in Section 13.1, and/or for warranty obligations as set forth in
Article 7, and/or under breach of contract, breach of warranty, and/or any other theory at law or in equity), shall
be limited to twenty five percent (25%) of the Agreement Price; provided, however, that Contractor’s liability for
fraud, intentional misconduct, or diversion of one or more WTGs (by Contractor) covered under the Turbine Supply Agreement from
the Project, or indemnity liability pursuant to Section 10.1 for third party Losses, shall be limited to the
Agreement Price.



Section 11.3         Contractor
Buy-Back Right. With respect to any WTG that has not achieved Mechanical Completion and
Commissioning and Turnover of Electrical Works before January 1, 2020, Contractor shall have One Hundred and Eighty (180)
Days from the Guaranteed WTG Mechanical Completion Date to cause any such WTG to achieve Mechanical Completion and Commissioning
and Turnover of Electrical Works (the “WTG Cure Period”). Following the expiration of such WTG Cure Period,
the Parties shall work together and negotiate to arrive at a mutually agreeable resolution of Contractor’s failure to achieve
Mechanical Completion. If the Parties fail to agree on a mutually agreeable resolution, Contractor shall have the right, but not
the obligation, to buy back (the “Buy-Back Right”) up to seven (7) WTGs, at a price equal to (i) [**]
($[**]) per WTG for the first three (3) WTGs repurchased by Contractor or (ii) [**] ($[**]) per WTG for each WTG repurchased
by Contractor thereafter up to the seven (7) WTG limit (the “Buy-Back Amount”), as applicable. Notwithstanding
the foregoing, in the event Owner has not paid Contractor any amount related to a WTG with respect to which Contractor exercises
its Buy-Back Right, the Buy-Back Amount shall be reduced by such unpaid amount. The payment of the Buy-Back Amount shall be made
by Contractor to Owner on or before July 30, 2020. If Contractor exercises its Buy-Back Right with respect to any WTG, Contractor
shall, at Contractor’s cost, remove any such WTG from the Project Site (if applicable) and restore any impacted property
to its pre-construction condition within ninety (90) days of exercising such Buy-Back Right.



Section 11.4          PTC
Liquidated Damages. In addition to Delay Liquidated Damages payable pursuant to Section
6.9, with respect to any WTG that does not achieve WTG Substantial Completion prior to the later of (i) January 1,
2021 and (ii) the Guaranteed Project Substantial Completion Date (as may be modified in accordance with Section 5.5
and Article 9 of this Agreement) and that Contractor does not buy back pursuant to Section 11.3, Contractor
shall pay Owner liquidated damages in an amount equal to Two Million Five Hundred Thousand and 00/100 Dollars ($2,500,000)
per each such WTG (“PTC Liquidated Damages”) unless, prior to January 1, 2024, there is a Final IRS Determination
that 100% PTCs are allowable with respect to each such WTG, and subject to adjustment in accordance with Schedule 11.4.
Such PTC Liquidated Damages shall be due and payable on January 2, 2024. As provided in Schedule 11.4, in no event
will PTC Liquidated Damages be payable with respect to lost PTCs to the extent Sellers have indemnified Owner pursuant to Section
9.2(c) of the Asset Purchase Agreement for the same lost PTCs. The Owner shall keep Contractor fully and timely informed by written
notice of any audit, administrative or judicial proceedings, meetings or conferences with the IRS with respect to whether 100%
PTCs are allowable with respect to each such WTG. Furthermore, Contractor shall have the right to review and comment on any submissions
to the IRS, and attend and jointly participate in any such meetings or conferences with the IRS at its own expense. In any such
proceedings, the Owner shall take or not take any action reasonably requested by Contractor that would materially affect whether
100% PTCs are allowable with respect to each such WTG. The PTC Liquidated Damages payable pursuant to this Section 11.4shall not be subject to the cap on liability for Delay Liquidated Damages provided in Section 11.1 or the
cap on aggregate maximum liability provided in Section 11.2.



____________________________________

[**] Denotes confidential information that has been omitted
from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.



63







Section 11.5         CONSEQUENTIAL
DAMAGES. SUBJECT TO THE NEXT SENTENCE, NEITHER OWNER NOR CONTRACTOR
NOR ANY OF EITHER OF THEIR SUCCESSORS OR ASSIGNS, OR THE RESPECTIVE SHAREHOLDERS, PARTNERS, ASSIGNS, DIRECTORS, OFFICERS,
AGENTS OR EMPLOYEES OR REPRESENTATIVES OF EITHER OF THEM, SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, SPECIAL, EXEMPLARY,
INDIRECT OR INCIDENTAL LOSSES OR DAMAGES, INCLUDING REVENUES FROM LOST POWER, LOSS OF USE, COST OF CAPITAL, LOSS OF GOODWILL,
LOSS OF REVENUES OR PROFIT, AND OWNER AND CONTRACTOR EACH HEREBY RELEASES THE OTHER AND EACH OF SUCH PERSONS FROM ANY SUCH LIABILITY.
THE FOREGOING EXCLUSION SHALL NOT (A) PRECLUDE RECOVERY, WHERE APPLICABLE, OF LIQUIDATED AMOUNTS HEREUNDER (EXCEPT AS PROVIDED
IN Section 11.1), (B) BE CONSTRUED TO LIMIT RECOVERY UNDER ANY INDEMNITY IN Article 10, (C) LIMIT
ANY LIABILITY OF A PARTY UNDER THE ASSET PURCHASE AGREEMENT OR LIABILITY OF OWNER UNDER THIS AGREEMENT TO THE EXTENT RESULTING
FROM OWNER’S BREACH OF THE ASSET PURCHASE AGREEMENT, OR (D) PRECLUDE ANY RECOVERY BY OWNER AGAINST CONTRACTOR FOR ANY
LIABILITY OF CONTRACTOR UNDER Section 11.2.



Section 11.6         Liquidated
Damages Not a Penalty. The Parties acknowledge and agree that because of the unique nature
of the WTGs, the Infrastructure Facilities and the Project and the unavailability of substitute equipment, it is difficult or
impossible to determine with precision the amount of damages that would or might be incurred by Owner as a result of Contractor’s
failure to achieve Project Substantial Completion by the Guaranteed Project Substantial Completion Date. It is understood and
agreed by the Parties that (a) Owner shall be disadvantaged by failure of Contractor to meet such obligations, (b) it
would be impracticable or extremely difficult to quantify the amount of time Owner’s disadvantage resulting therefrom, (c) any
sums which would be payable under Section 6.9 and/or Section 11.4 are in the nature of liquidated
damages are fair and reasonable, and (d) such payments represent a reasonable estimate of damages, and shall, without duplication,
be the sole and exclusive remedy of Owner with respect to any such failure by Contractor (but without limiting Contractor’s
obligation to achieve Project Substantial Completion).



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Section 11.7         Limitation
of Owner Liabilities. Notwithstanding any other provision of this Agreement, the aggregate amount
of damages Contractor shall be entitled to receive from Owner, regardless of the theory of liability, shall be the Agreement
Price.



Section 11.8         Releases
Valid in All Events. The waivers, limitations and disclaimers of liability indemnities,
releases from liability and limitations on liability or damages expressed in this Agreement shall survive cancellation or expiration
of this Agreement, and shall apply (unless otherwise expressly indicated under this Agreement) irrespective of whether a Party
or any Affiliate thereof or any partner, shareholder, officer, director or employee of a Party or an Affiliate thereof asserts
a theory of liability in contract, equity or tort, even in the event of fault, misrepresentation (including negligent misrepresentation),
negligence (including sole negligence), foreseeable damages, strict liability, breach of warranty or any other theory of liability,
of the party indemnified, released or whose liabilities are limited, and, to the extent permitted by Applicable Law, shall extend
to the partners, principals, directors, officers and employees, agents and Affiliates of such party, and their partners, principals,
directors, officers and employees.



Article
12INSURANCE



Section 12.1         Coverage
by Contractor and Owner. Unless as otherwise set forth in Exhibit 12.0,Contractor and Owner shall maintain or cause to be maintained the insurance as specified in Exhibit 12.0,
from the Notice to Proceed Date until the earlier to occur of (a) Final Completion and (b) the earlier termination of
this Agreement.



Section 12.2         No
Limitation Intended. The insurance coverage to be provided by Contractor or Owner
as set forth in Exhibit 12.0, is not intended to and shall not in any manner limit or qualify the obligations
of Contractor under this Agreement except to the extent that any proceeds of such insurance are received by Owner and are applied
to the satisfaction of Contractor’s obligations hereunder.



Section 12.3         Failure
to Obtain or Maintain Coverage. The failure by either Contractor or Owner to obtain or
maintain the insurance required hereunder shall entitle the other Party, in addition to any other remedies available under this
Agreement, at law or in equity, to obtain such coverage at the expense of the Party failing to obtain or maintain such insurance;
provided, however, that such Party shall reimburse the other Party for the cost of obtaining or maintaining such insurance.





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Article
13DEFAULT; TERMINATION AND SUSPENSION



Section 13.1           Contractor
Defaults. The occurrence of any one or more of the following events shall constitute an
event of default by Contractor hereunder (each a “Contractor Event of Default”):



13.1.1       Contractor,
the surety (if any), or any Guarantor makes a general assignment for the benefit of its creditors, is unable to pay its debts as
they become due, or becomes the subject of any voluntary or involuntary bankruptcy, insolvency, arrangement, reorganization or
other debtor relief proceeding under any Applicable Laws, now in existence or hereafter becoming effective, and, in the case of
any such involuntary proceeding, that is not dismissed or stayed within forty-five (45) Days after it is commenced;



13.1.2       Contractor
fails, for any reason, to make prompt payments required to be made by Contractor to Owner that is not otherwise in dispute or,
other than due to a failure of Owner to make payments to Contractor when obligated and in accordance with this Agreement, any Subcontractor,
which failure continues for thirty (30) Days after notice of such non-payment;



13.1.3       there
is a default under the Guaranty;



13.1.4       Contractor
(or any other Seller) is in material default of the Asset Purchase Agreement and such default continues beyond the applicable cure
period provided by the Asset Purchase Agreement;



13.1.5       Contractor
is in material default of the Turbine Supply Agreement or the Prime Subcontract and such default continues beyond the applicable
cure period provided by the Turbine Supply Agreement or the Prime Subcontract, as applicable;



13.1.6       Contractor
intentionally disregards Applicable Laws, Applicable Standards, or the Contract Documents and does not commence to cure its noncompliance
therewith within thirty (30) days after notice from Owner;



13.1.7       Contractor
disregards any material instruction of Owner delivered in accordance with this Agreement (other than instructions that materially
increase Contractor’s costs or the scope of the Work without an accompanying Scope Change Order) and does not commence to
cure its noncompliance therewith within thirty (30) days after notice from Owner;



13.1.8       [Reserved]



13.1.9       Delay
Liquidated Damages accrued exceed the cap for Delay Liquidated Damages set forth in Section 11.1;



13.1.10     Contractor
fails to deliver a Recovery Plan requested pursuant to Section 2.4.4 within fourteen (14) days after notice
of delinquency and does not commence to cure such delinquency within ten (10) days after notice from Owner; provided that (i) if
Contractor is engaged in good faith efforts to prepare and deliver the Recovery Plan to Owner, and (ii) it is not possible
to prepare and deliver the Recovery Plan to Owner within the ten (10) Day cure period, the cure period shall be extended for an
additional ten (10) Day period;



66







13.1.11     [Reserved]



13.1.12     Contractor
has made a material misrepresentation in this Agreement and fails to cure same within thirty (30) Days after receiving a notice
from Owner that specifies the damages to Owner that have or will result from such misrepresentation;



13.1.13     Contractor
diverts one or more WTGs from the Project (or a WTG is otherwise not available);



13.1.14     [Reserved]



13.1.15     Contractor
fails to maintain the insurance required by Article 12;



13.1.16     Any
Guarantor repudiates or otherwise challenges the validity or enforceability of any Guaranty, or Contractor fails to deliver a letter
of credit to Owner as required pursuant to Section 4.7.4following the occurrence of a Credit Trigger Event with
respect to Guarantor; or



13.1.17     Contractor
is otherwise in material breach of any provision of, or has failed to perform its material obligations under, this Agreement or
the Agreement Documents, and such failure continues for thirty (30) Days after written notice from Owner that specifies the damages
to Owner that have or will result from such breach (or provide a plan that is acceptable to Owner, in the sole discretion of Owner,
to commence a cure within thirty (30) Days after receipt of notice and diligently and continuously pursue a cure, and if such default
is capable of cure within ninety (90) Days, then such default shall not be a Contractor Event of Default unless it remains uncured
ninety (90) Days from the date of the original written notice from Owner).



Section
13.2           Owner Remedies.
Upon the occurrence and during the continuation of any Contractor Event of Default hereunder, Owner, in addition to its right
to pursue any other remedy given under this Agreement or now or hereafter existing at law or in equity or otherwise and after
giving effect to any applicable cure periods, shall have the right to terminate this Agreement by written notice to
Contractor and the Guarantors (“Termination for Cause”); provided, however, that Owner shall
have no right to terminate this Agreement for any breach or default under this Agreement or the Guaranty that is not a
material breach or default. A Termination for Cause shall be effective upon delivery of Owner’s written notice (the
“Termination Notice”) with respect thereto. Owner shall, within a reasonable period of time after the Work
is finally completed by one or more replacement contractors, determine the total cost to Owner for completing the Work in
accordance with the Technical Specifications and the other Requirements of this Agreement, including all sums previously
paid or then owed to Contractor pursuant to this Agreement. In contracting with such replacement contractors, Owner shall, to
the extent practicable, cause the Work to be completed in accordance with the Agreement Documents and shall employ reasonable
efforts to mitigate the costs incurred in connection with completion of the Work. If the Agreement Price is less than the sum
of (i) the cost incurred by Owner finally to complete the Work; (ii) all amounts previously paid to Contractor
pursuant to this Agreement, Contractor shall pay to Owner on demand the amount of such difference. Any amount owed by Owner
to Contractor for the level of completion of the Work shall be retained by Owner until after completion of the Work and
applied by Owner to pay any amounts and damages owed by Contractor pursuant to this Section 13.2. Any excess
shall be remitted by Contractor within sixty (60) Business Days after the Project is finally completed.



67







13.2.1      Unless
otherwise stated in the notice, upon receipt of notice of Termination for Cause or a Step-In Notice:



13.2.1.1           Contractor
shall immediately discontinue the Work or the relevant portion of the Work on the date and to the extent specified in the notice;



13.2.1.2           Contractor
shall place no further orders or subcontracts as to the Work, other than as may be necessary for completion of any such portion
of the Work that is not terminated;



13.2.1.3           If
requested by Owner, Contractor shall make every reasonable effort to obtain cancellation upon terms satisfactory to Owner of all
orders and subcontracts to the extent they relate to the performance of the Work terminated;



13.2.1.4           As
directed by Owner, Contractor shall assist Owner in the maintenance, protection and disposition of materials, supplies, property
or the like acquired pursuant to the Agreement; and



13.2.1.5           Contractor
shall deliver to Owner all Documents, Drawings, plans, specifications, data, estimates, summaries or other material and information
whether completed or in process related to the Work.



13.2.2      Step-In
Rights. During the continuance of a Contractor Event of Default, with or without termination of this Agreement or the exercise
of other remedies, Owner shall provide Twelve (12) Days prior written notice (the “Step-In Notice”) to Contractor
and Guarantor of its intent to exercise the rights set forth in this Section 13.2.2 (the “Step-In-Rights”)
and thereafter take over performance of the Work and assume all of Contractor’s rights and responsibilities under the Turbine
Supply Agreement, Prime Subcontract and other specified Subcontracts pursuant to the Turbine Supply Security and Collateral Assignment
Agreement, the Turbine Supplier Consent to Assignment, the Prime Subcontract Security and Assignment Agreement, the Prime Subcontractor
Consent to Assignment, and any other assignments of Subcontracts and related consents thereto delivered to Owner pursuant to Section
2.21. Owner’s Step-In Rights shall take effect Twelve (12) Days after receipt of the Step-In Notice by Contractor.
All costs incurred by Owner in connection with such assumed contracts, as well as all other costs incurred by Owner in completing
the Work, shall be deducted from any amounts owed by Owner to Contractor or added to the amount of any claim by Owner against Contractor
hereunder, as the case may be.



Section 13.3          Owner
Default. The occurrence of any one or more of the following events shall constitute an
event of default by Owner hereunder (“Owner Event of Default”):



68







13.3.1      Owner
makes a general assignment for the benefit of its creditors, is unable to pay its debts as they become due, or becomes the subject
of any voluntary or involuntary bankruptcy, insolvency, arrangement, reorganization or other debtor relief proceeding under any
Applicable Laws, now in existence or hereafter becoming effective, and, in the case of any such involuntary proceeding, that is
not dismissed or stayed within forty-five (45) Days after it is commenced;



13.3.2      Owner
fails, for any reason, to make prompt payments required to be made by Owner to Contractor that is not otherwise in dispute;



13.3.3      Owner
has made a material misrepresentation in this Agreement and fails to cure same within thirty (30) Days after notice from Contractor
that specifies the damages to Contractor that have or will result from such misrepresentation;



13.3.4      Owner
is in material default of the Asset Purchase Agreement and such default is not cured as provided by the Asset Purchase Agreement;
or



13.3.5      Owner
is otherwise in material breach of any provision of, or has failed to perform its material obligations under, the Agreement and
Agreement Documents and such failure continues for thirty (30) Days after written notice from Contractor that specifies the damages
to Contractor that have or will result from such breach; or provide a plan that is acceptable to Contractor, in the sole discretion
of Contractor, to commence a cure within thirty (30) Days after receipt of notice and diligently and continuously pursue a cure,
and if such default is capable of cure within ninety (90) Days, then such default shall not be an Owner Event of Default unless
it remains uncured ninety (90) Days from the date of the original written notice from Contractor



13.3.6      Owner
has failed to provide or maintain the Owner LOC as required under Section 4.1.2.



Section 13.4           Contractor
Rights to Terminate.



13.4.1.1           Contractor’s
Right to Terminate. Contractor may suspend performance of the Work until the Owner Event of Default is cured or may terminate
this Agreement in respect of an Owner Event of Default, upon not less than thirty (30) Days prior written notice to Owner.



13.4.1.2           Termination
Due to Force Majeure. If (a) Owner wholly suspends the Work on the Project for one hundred eighty (180) consecutive Days
due to the occurrence of a Force Majeure Event suffered by Owner or (b) Contractor is entirely prevented from performing the
Work for a period of one hundred eighty (180) consecutive Days as a result of the occurrence of a Force Majeure Event, then the
affected Party may terminate this Agreement (“Termination Due to Force Majeure”).Upon such termination,
Owner shall, except to the extent covered by insurance, pay Contractor (a) payment of all accrued payment obligations due
and payable through such date, (b) all reasonable direct costs incurred by Contractor in performance of the Work for which
Contractor has not yet been paid by Owner, and all reasonable direct documented costs incurred by Contractor for terminating the
Work before Final Completion, including, but not limited to, removing equipment and materials from the Project Site, home office
costs associated with terminating contracts and reassignment of personnel, and (c) all reasonable cancellation fees or termination
payments required to terminate or cancel Subcontractor’s and Contractor’s contract personnel. The foregoing costs shall
not include any costs incurred by Contractor after the date of the event giving rise to such termination that Contractor reasonably
could have mitigated. Contractor shall use all reasonable diligent efforts to mitigate the costs described above in this Section 13.4.1.2.
Nothing in this Section 13.4.1.2 shall relieve or excuse either Party from its obligations under Article
8 in respect of the occurrence of a Force Majeure Event



69







Section 13.5         Termination
of Asset Purchase Agreement. In the event the Asset Purchase Agreement is terminated in accordance with the terms
thereof, this Agreement shall be deemed terminated as of the date of termination of the Asset Purchase Agreement. Each Party shall
be relieved of any and all liability to the other Party pursuant to this Agreement upon such termination; provided, however, that
any obligation of either Party under Section 13.6.5 shall survive such termination of this Agreement.



Section 13.6           Actions
Required Following Termination.



13.6.1      Discontinuation
of Work. Upon termination of this Agreement, Contractor immediately shall discontinue the Work and remove its personnel and
equipment from the Project Site, and Owner shall be entitled to take exclusive possession of the Work and all or any part of the
Work and materials delivered or en route to the Project Site, for which payment has been made by Owner to Contractor, to the extent
that Owner has paid Contractor all amounts hereunder then due and payable from Owner to Contractor, and all amounts due pursuant
to Section 13.2, Section 13.3,andSection 13.4. Contractor immediately shall take such steps
as are reasonably necessary to preserve and protect Work completed and in progress and to protect materials, equipment and supplies
at the Project Site, stored off-site, or in transit.



13.6.2      Cancellation
and Transfer of Subcontracts and Other Rights. Upon termination of this Agreement, Contractor shall also, upon request by Owner,
(a)  to the extent assignable, irrevocably assign and deliver to Owner any and all Subcontracts, purchase orders, bonds and
options made by Contractor in performance of the Work and not previously assigned to Owner, pursuant to Section 2.2.1
or otherwise (but in no event shall Owner be liable for any action or default of Contractor occurring prior to such delivery and
assignment except to the extent such action or default was caused by Owner, and each contract with each Subcontractor and the Turbine
Supplier shall so provide); (b)  provide to Owner without charge and in accordance with this Agreement and the terms of such
Subcontracts, all rights to use patented or proprietary materials of Contractor and Subcontractors in completing, operating and
maintaining the Work; and (c)  deliver to Owner certified copies of all Agreement Documents and, if the termination occurs
at a time when the design of the Infrastructure Facilities is incomplete, originals of all Design Documents in process (except
that Contractor may keep for its records copies, and, if sufficient originals exist, an original set, of the Agreement Documents
executed by Owner and Design Documents for the WTGs), all other materials relating to the Work which belong to Owner, and all papers
and Documents relating to Permits, orders placed, bills and invoices, lien releases and financial management under this Agreement.
All deliveries hereunder shall be made free and clear of any liens, security interests or encumbrances, except such as may be created
by Owner or permitted by this Agreement. Except as provided herein, no action taken by Owner or Contractor after the termination
of this Agreement shall prejudice any other rights or remedies of Owner or Contractor provided by Applicable Laws, the Agreement
Documents or otherwise upon such termination. Upon termination of this Agreement solely on account of Section 13.4,
Contractor shall be entitled to terminate any Guaranty required by Section 4.7.



70







13.6.3      Payments
to Turbine Supplier. In the event that Turbine Supplier has delivered WTGs to the Project Site
and Owner has taken title to such WTGs, then prior to exercising any rights under the Turbine Supply Assignment or the Turbine
Supplier Consent to Assignment, Owner shall reimburse Contractor for all previously unreimbursed sums that Contractor has paid
to the Turbine Supplier for such WTGs that have been delivered to the Site, minus any amount that Owner is otherwise entitled
to offset or withhold in accordance with Section 4.10 or Section 4.12, respectively.



13.6.5      Surviving
Obligations. Termination or expiration of this Agreement (a)  shall not relieve either Party of its obligations with respect
to the confidentiality of the other Party’s information as set forth in Article 17; (b)  shall not relieve
either Party of any obligation hereunder which expressly or by implication survives termination hereof; and (c)  except as
otherwise provided in any provision of this Agreement expressly limiting the liability of either Party, shall not relieve either
Owner or Contractor of any obligations or liabilities for loss or damage to the other Party arising out of or caused by acts or
omissions of such Party prior to the effectiveness of such termination or arising out of such termination, and shall not relieve
Contractor of its obligations as to portions of the Work or other services hereunder already performed or of obligations assumed
by Contractor prior to the date of termination. This Article 13 shall survive the termination or expiration of this
Agreement.



Article
14TITLE AND RISK OF LOSS



Section 14.1          Title
to WTGs, Infrastructure Facilities and the Work. Provided that Owner has made all Milestone
Payments due in accordance with this Agreement, (i) Contractor warrants and guarantees that legal title to and ownership
of the Work shall be free and clear of any and all liens, claims, security interests or other encumbrances when title thereto
passes to Owner, (ii) title to all Infrastructure Facilities and the Work, other than the WTGs, shall pass to Owner upon
Project Substantial Completion; (iii) title to the 5% Safe Harbor Turbines shall pass to Owner pursuant to the Asset Purchase
Agreement upon Project Closing; and (iv) title to each other WTG shall pass to Owner upon delivery to the Project Site.



Section 14.2         Ownership
of Work Documents. All Drawings, As-Built Drawings and Documentation, Designs Documents,
estimates, data, summaries, materials, information, plans, specifications, calculations, reports and other documents (“Documents”)
whether in hard copy or electronic media prepared pursuant to the Agreement shall become the sole and exclusive property of Owner
and title thereto shall pass to the Owner upon transmittal to Owner; provided, however, that ownership and rights to use any and
all Documents relating to the WTG design and specifications shall be governed exclusively by the Turbine Supply Agreement. Owner
reserves the right to reproduce, modify and use in any manner, any and all Documents. Contractor shall, and shall cause its employees,
representatives, agents and Subcontractors to execute and deliver any and all forms and instruments necessary or desirable to
transfer the Documents such that Owner shall have of record all of its rights, interests, title and ownership in and to the Documents,
free and clear of all third party encumbrances and interests.



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Section 14.3          Risk
of Loss. Notwithstanding passage of title as provided in Section 14.1,
Contractor shall bear the risk of loss and damage with respect to the WTGs (including the 5% Safe Harbor Turbines), the related
Electrical Works, and all other portions of the Work, or any portion thereof, wherever located, until Project Substantial Completion.
Upon such transfer of risk of loss with respect to such item, Contractor shall relinquish and Owner shall assume full and exclusive
custody of such property, including responsibility for operation, maintenance, insurance and risk of loss. Notwithstanding the
foregoing, if Contractor is obligated by the terms of this Agreement to perform additional Work with respect to the WTGs or the
related Electrical Works subsequent to Project Substantial Completion, Contractor shall bear the risk of loss and damage with
respect to such additional Work until Contractor’s obligation to perform additional Work is satisfied.



Section 14.4         Revenues.
Owner shall be entitled to any revenues generated by the Project whether before or after Project Substantial Completion.



Article
15DISPUTE RESOLUTION



Section
15.1         Choice of Law. This Agreement
shall be construed, interpreted and the rights of the Parties determined in accordance with the Laws of the State of New York
without reference to its choice of law provisions other than Section 5-1401 of the General Obligations Law.



Section 15.2         Attempt
to Resolve Disputes. Upon a Party’s written notification to the other Party of a
dispute, which notification must include a written explanation of the dispute and the material particulars of the notifying Party’s
position as to the dispute, each Party shall nominate one (1) executive representative with the authority to bind such Party.
The nominated representatives shall meet not later than ten (10) Business Days thereafter to attempt in good faith to resolve
the dispute and to produce written terms of settlement for the dispute (a “Settlement Agreement”). A Settlement
Agreement executed by each executive representative shall serve as conclusive evidence of the resolution of such dispute. If the
executive representatives do not produce and execute the Settlement Agreement within forty-five (45) Days after the date of the
first meeting or within a longer period agreed to by each executive representative, then, either Party may upon written notice
to the other Party, pursue all its rights and remedies provided at law or equity or otherwise in this Agreement.



Section 15.3         Forum
Selection. The Parties hereto hereby irrevocably submit to the jurisdiction of the federal
or state courts located in Hennepin County, Minnesota, over any dispute arising out of or relating to this Agreement or any of
the transactions contemplated hereby; and each Party hereby irrevocably agrees that all claims in respect of such dispute or proceeding
shall be heard and determined in such court. Each Party hereby irrevocably waives, to the fullest extent permitted by applicable
Law, any objection which it may now or hereafter have to the laying of venue of any such dispute brought in such court or any
defense of inconvenient forum.



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Section 15.4         WAIVER
OF JURY TRIAL; ENFORCEMENT PROCEEDINGS. IN ANY LITIGATION ARISING FROM OR RELATED
TO THIS AGREEMENT, THE PARTIES HERETO EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EACH MAY HAVE TO A
TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF EITHER PARTY TO THIS AGREEMENT. THIS
PROVISION IS A MATERIAL INDUCEMENT FOR OWNER AND CONTRACTOR TO ENTER INTO THIS AGREEMENT. EACH PARTY AGREES THAT FINAL JUDGMENT
IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR
IN ANY OTHER MANNER PROVIDED BY APPLICABLE LAW.



Section 15.5         Service
of Process. Each of the Parties hereto hereby consents to process being served by the
other Party to this Agreement in any suit, action or proceeding of the nature specified in Section 15.3 by mailing
of a copy thereof in accordance with the provisions of Section 17.4 hereof.



Section 15.6         Continued
Performance. Pending final resolution of any dispute, Owner and Contractor shall continue
to fulfill their respective obligations hereunder and Owner shall continue to pay Contractor in accordance with the terms of this
Agreement, except to the extent expressly provided in this Agreement.



Article
16REPRESENTATIONS AND WARRANTIES



Section 16.1          Contractor
Representations. Contractor represents and warrants that:



16.1.1     Organization.
It is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified
to do business in all jurisdictions in which the nature of the business conducted by it makes such qualification necessary and
where failure to so qualify would have a material adverse effect on its ability to perform this Agreement.



16.1.2     No
Violation of Law; Litigation. It is not in violation of any Applicable Laws, or judgment entered by any Governmental Authority
which violations, individually or in the aggregate, would materially and adversely affect its performance of any obligations under
this Agreement. Except as Contractor has disclosed in writing to Owner prior to the Effective Date, there are no legal or arbitration
proceedings or any proceeding by or before any Governmental Authority, now pending or (to the best knowledge of Contractor) threatened
against Contractor which, if adversely determined, could reasonably be expected to have a material adverse effect on the ability
of Contractor to perform under this Agreement.



73







16.1.3     Permits.
It is (or will be prior to performing any applicable Work on the Project Site) the holder of all Permits required to permit it
to operate or conduct its business now and as contemplated by this Agreement.



16.1.4     No
Breach. None of the execution and delivery of this Agreement, the consummation of the transactions herein contemplated, or
compliance with the terms and provisions hereof, conflicts with or will result in a breach of, or require any consent under, the
governing Documents of Contractor, or any Applicable Laws or regulation, order, writ, injunction or decree of any court, or any
agreement or instrument to which Contractor is a party or by which it is bound or to which it is subject, or constitute a default
under any such agreement or instrument.



16.1.5     Corporate
Action. It has all necessary power and authority to execute, deliver and perform its obligations
under this Agreement; the execution, delivery and performance by Contractor of this Agreement have been duly authorized by all
necessary action on its part; and, this Agreement has been duly and validly executed and delivered by Contractor and constitutes
the legal, valid and binding obligation of Contractor enforceable in accordance with its terms, except as the enforceability thereof
may be limited by bankruptcy, insolvency, reorganization or moratorium or other similar laws relating to the enforcement of creditors’
rights generally and by general equitable principles.



Section 16.2          Owner
Representations. Owner represents and warrants that:



16.2.1     Organization.
It is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota, and is qualified
to do business in all jurisdictions in which the nature of the business conducted by it makes such qualification necessary and
where failure to so qualify would have a material adverse effect on its ability to perform this Agreement.



16.2.2     No
Violation of Law; Litigation. It is not in violation of any Applicable Laws or judgment entered by any Governmental Authority,
which violations, individually or in the aggregate, would materially and adversely affect its performance of any obligations under
this Agreement. Except as Owner has disclosed in writing to Contractor prior to the Effective Date, there are no legal or arbitration
proceedings or any proceeding by or before any Governmental Authority, now pending or (to the best knowledge of Owner) threatened
against Owner which, if adversely determined, could reasonably be expected to have a material adverse effect on the ability of
Owner to perform under this Agreement.



16.2.3     No
Breach. None of the execution and delivery of this Agreement, the consummation of the transactions herein contemplated, or
compliance with the terms and provisions hereof and thereof, conflicts with or will result in a breach of, or require any consent
under, the governing Documents of Owner, or any Applicable Laws or regulation, order, writ, injunction or decree of any court,
or any agreement or instrument to which Owner is a party or by which it is bound or to which it is subject, or constitute a default
under any such agreement or instrument.



74







16.2.4     Corporate
Action. It has all necessary power and authority to execute, deliver and perform its obligations under this Agreement; the
execution, delivery and performance by Owner of this Agreement have been duly authorized by all necessary action on its part; and,
this Agreement has been duly and validly executed and delivered by Owner and constitutes the legal, valid and binding obligation
of Owner enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency,
reorganization or moratorium or other similar laws relating to the enforcement of creditors’ rights generally and by general
equitable principles.



16.2.5     Solvency.
It is not currently a party to any voluntary or involuntary bankruptcy or reorganization proceeding under Applicable Law, and remains
solvent.



16.2.6     Sufficient
Financial Resources. It has sufficient financial resources to carry out all payment obligations established by and set forth
in this Agreement.



16.2.7     Financial
Condition. Its senior unsecured credit rating is at or above BBB- (or Baa3 in the case of Moody’s) as of the Effective
Date.



Article
17MISCELLANEOUS PROVISIONS



Section
17.1         Confidentiality. Except as
set forth in this Section 17.1, Owner and Contractor shall hold in confidence all information supplied by
either Party to the other Party under the terms of this Agreement that is marked or otherwise indicated to be
confidential (“Confidential Information”). Each Party shall inform its Affiliates, Subcontractors,
suppliers, vendors and employees of its obligations under this Section 17.1 and require such Persons to adhere
to the provisions hereof. Notwithstanding the foregoing, Owner and Contractor may disclose the following categories of
information or any combination thereof:



17.1.1     information
which was in the public domain prior to receipt thereof by such Party or which subsequently becomes part of the public domain by
publication or otherwise except by a wrongful act of such Party;



17.1.2     information
that such Party can show was lawfully in its possession prior to receipt thereof from the other Party through no breach of any
confidentiality obligation;



17.1.3     information
received by such Party from a third party having no obligation of confidentiality with respect thereto;



17.1.4     information
at any time developed independently by such Party providing it is not developed from otherwise confidential information;



17.1.5     information
disclosed pursuant to and in conformity with Applicable Law or a judicial order or in connection with any legal proceedings described
in Article 15; and



17.1.6     information
required to be disclosed under securities laws applicable to publicly traded companies and their subsidiaries.



75







In addition, Owner may disclose Confidential
Information to any financial institutions expressing interest in providing debt financing or refinancing or other credit support
to Owner, and the agent or trustee of any of them; provided, however, that such disclosures shall be subject to the
agreement of such Persons to keep such information confidential pursuant to the terms of this Section 17.1. The Parties
each acknowledge and agree that the terms of this Agreement shall constitute Confidential Information of the other Party. Notwithstanding
the foregoing, either Party may publish Confidential Information regarding this Agreement with the express written consent of the
other Party. Neither Party shall release, distribute or disseminate any Confidential Information for publication concerning this
Agreement or the participation of the other Party in the transactions contemplated hereby without the prior written consent of
the other Party, provided, however, that such limitation on disclosure shall not apply to disclosures or reporting
required by a Governmental Authority if the Party seeking disclosure informs the other Party of the need for such disclosure and,
if reasonably requested by the other Party, seeks, through a protective order or other appropriate mechanism, to maintain the confidentiality
of Confidential Information.



Section 17.2         Public
Announcements; Press Release. Neither Party shall issue any public announcement or other
statement with respect to this Agreement or the transactions contemplated hereby, without the prior consent of the other Party,
unless required by Applicable Law or order of a court of competent jurisdiction; provided, however, that a Party
shall have the right without obtaining such consent to include public information concerning the Project in such Party’s
marketing materials following the initial public announcement of this Agreement by the Parties. In the event of a breach of this
Section 17.2, in addition to and not in lieu of any legal or equitable remedies that may otherwise be available,
the non-breaching Party may, in its sole discretion, issue public announcements that the non-breaching Party shall deem to be
appropriate in its sole discretion to supplement, correct or amplify the announcement or statement made by the breaching Party.
Notwithstanding anything in the foregoing provisions of this Section 17.2, the Parties may each make an initial
public announcement or statement regarding the execution of this Agreement and the transactions contemplated hereby, without the
consent of the other Party, provided that such public announcement or statement shall be limited to statements regarding the size
and location of the Project, the projected year for construction and operation of the Project and the parties hereto.



Section 17.3         Software
and Other Proprietary Material. Owner and Contractor acknowledge and agree that, pursuant
to the terms of this Agreement, Owner is being provided and shall have access to certain intellectual property rights, the right
to make and use (but not distribute) derivative works (a) owned by Contractor, or (b) used or licensed by Contractor
pursuant to Contractor’s agreements with its Subcontractors, including software, trade secrets, patents and other proprietary
information relating to the specification, design, construction, installation, operation or maintenance and repair of the Work,
as well as certain training processes and the contents of service and maintenance manuals and test and inspection procedures (“Intellectual
Property Rights”). Owner and Contractor agree that the Agreement provides Owner and any Affiliate of Owner and their
representatives with an irrevocable, permanent, transferable, nonexclusive, royalty-free license to use the Intellectual Property
Rights (a) in connection with the Project and (b) solely in connection with the operation, maintenance, repair, modification
or alteration of any other power generating facility to be owned, operated, constructed or developed by Owner or any Affiliate
of Owner; provided that, Contractor makes no representation or warranty with respect to the Intellectual Property Rights to the
extent that such Intellectual Property Rights are used in any facility other than the Project and; provided, further, that Contractor
makes no representation that the Intellectual Property Rights are suitable for reuse by Owner or others on any other project and,
provided, further, that any such reuse will be at Owner’s sole risk and without liability or legal exposure to Contractor.



76







Section 17.4         Notice.
All notices and other communications required or permitted by this Agreement or by Applicable Law to be served upon or given to
a Party by any the other Party shall be in writing signed by the Party giving such notice and shall be deemed duly served, given
and received (a)  on the date of service, if served personally or sent by facsimile or email transmission (with appropriate
confirmation of receipt) to the Party to whom notice is to be given, (b) on the fourth (4th) Day after mailing,
if mailed by first class registered or certified mail, return receipt requested, postage paid, or (c) on the next Day if
sent by a nationally recognized courier for next Day service and so addressed and if there is evidence of acceptance by receipt,
in each case addressed as follows:





|If to Owner:      | Otter Tail Power Company                                                        
|----------------- | --------------------------------------------------------------------------------
|                  | 215 South Cascade Street                                                        
|                  | Fergus Falls, Minnesota                                                         
|                  | Attention: Harvey McMahon, Manager, Renewable Energy Construction and Operations
|                  | Telephone: (701) 253-4732                                                       
|                  | Facsimile: (218) 739-8629                                                       
|                  | Email: HMcMahon@otpco.com                                                       
|                  |                                                                                 
|With a copy to:   | Otter Tail Power Company                                                        
|                  | 215 South Cascade Street                                                        
|                  | Fergus Falls, MN 56537                                                          
|                  | Attention:  Legal Department                                                    
|                  | Telephone: (218) 739-8922                                                       
|                  | Facsimile: (218) 998-3165                                                       
|                  | Email: mbring@otpco.com                                                         
|                  |                                                                                 
|If to Contractor: | EDF-RE US DEVELOPMENT, LLC                                                      
|                  | 15445 Innovation Drive                                                          
|                  | San Diego, California 92128                                                     
|                  | Attention: Christina Watts                                                      
|                  | Telephone: (858) 521-3512                                                       
|                  | Facsimile: (858) 521-3333                                                       
|                  | Email: Christina.Watts@edf-re.com                                               
|                  |                                                                                 
|with a copy to:   | EDF Renewable Energy                                                            
|                  | 15445 Innovation Drive                                                          
|                  | San Diego, CA 92128                                                             
|                  | Attention:  Joshua Pearson                                                      
|                  | Telephone:  (858) 521-3467                                                      
|                  | Facsimile:  (858) 521-3333                                                      
|                  | Email:  Joshua.Pearson@edf-re.com                                               



77







The Parties, by like notice in writing, may designate, from
time to time, another address or office to which notices shall be delivered pursuant to this Agreement.



Section 17.5         No
Rights in Third Parties. Except as otherwise expressly provided herein, this Agreement
and all rights hereunder are intended for the sole benefit of the Parties and shall not imply or create any rights on the part
of, or obligations to, any other Person.



Section 17.6         Conflicting
Provisions. In the event of any inconsistencies between this Agreement (not including
the Exhibits) and the other Agreement Documents, the following order of precedence in the interpretation hereof or resolution
of such conflict hereunder shall prevail:



17.6.1     duly
authorized and executed Scope Change Orders and written amendments to this Agreement executed by both Parties;



17.6.2     this
Agreement;



17.6.3     the
Exhibits hereto; and



Where an irreconcilable conflict exists
among Applicable Laws, this Agreement, the Drawings included in the Design Documents, and the specifications in the Design Documents,
the earliest item mentioned in this sentence involving a conflict shall control over any later mentioned item or items subject
to such conflict. Notwithstanding the foregoing provisions of this Section 17.6 if a conflict exists within or between
parts of the Agreement Documents, or between the Agreement Documents and Applicable Law, or among Applicable Laws themselves, the
more stringent or higher quality requirements shall control. All obligations imposed on Contractor and each Subcontractor under
the Agreement Documents (other than this Agreement) or under Applicable Laws or Applicable Standards and not expressly imposed
or addressed in this Agreement shall be in addition to and supplement the obligations imposed on Contractor under this Agreement,
and shall not be construed to create an “irreconcilable conflict”. Where a conflict exists among codes and standards
applicable to the Infrastructure Facilities or Contractor’s performance of the Work, the most stringent provision of such
codes and standards shall govern.



Section 17.7         Entire
Agreement. This Agreement contains the entire understanding of the Parties with respect
to the subject matter hereof and supersedes all prior agreements and commitments with respect thereto. There are no other oral
understandings, terms or conditions and neither Party has relied upon any representation, express or implied, not contained in
this Agreement.



Section 17.8         Amendments.
No amendment or modification of this Agreement shall be valid or binding upon the Parties unless such amendment or modification
shall be in writing and duly executed by authorized officers of both Parties.



78







Section 17.9          [Reserved]



Section 17.10         Right
of Waiver. Owner, in its sole discretion, shall have the right, but shall have
no obligation, to waive, defer or reduce any of the requirements to which Contractor is subject under this Agreement at any time;
provided, however, that such waiver is in writing. Any failure of any Party to enforce any of the provisions of
this Agreement or to require compliance with any of its terms at any time during the pendency of this Agreement shall in no way
affect the validity of this Agreement, or any part hereof, and shall not be deemed a waiver of the right of such Party thereafter
to enforce any and each such provision.



Section 17.11        Severability.
The invalidity of one or more phrases, sentences, clauses, Sections or articles contained in this Agreement shall not affect
the validity of the remaining portions of the Agreement so long as the material purposes of this Agreement can be determined and
effectuated. In the event that any of the provisions, or portions or applications thereof, of this Agreement are held to be unenforceable
or invalid by any court of competent jurisdiction, Owner and Contractor shall negotiate in good faith an equitable adjustment
in the provisions of this Agreement with a view toward effecting the purpose of this Agreement.



Section 17.12        Assignment.
This Agreement or any right or obligation contained herein may be assigned by Owner or Contractor, respectively, to wholly-owned
Affiliates of Owner or Contractor; provided, however, that Owner or Contractor, as the case may be, unconditionally
guarantees the performance of such Affiliate’s obligations under this Agreement to the reasonable satisfaction of the other
Party. This Agreement may be otherwise assigned by the Parties only upon the prior written consent of the other Party, which consent
shall not be unreasonably withheld or denied. When duly assigned in accordance with the foregoing, this Agreement shall be binding
upon and shall inure to the benefit of the assignee; any other assignment shall be void and without force or effect.



Section 17.13        Successors
and Assigns. This Agreement shall be binding upon the Parties, their successors and permitted
assigns.



Section 17.14        No
Partnership Created. Nothing contained in this Agreement shall be construed as constituting
a joint venture or partnership between Contractor and Owner.



Section 17.15       Survival.
All provisions of the Agreement Documents that are expressly or by implication to come into or continue in force and effect after
the expiration or termination of this Agreement, including Article 7,Article 10, and Article
11 shall remain in effect and be enforceable following such expiration or termination. The representations and warranties
of Contractor contained herein or in any other Agreement Document shall survive the execution and delivery hereof and thereof,
subject to the limitations set forth herein and therein.



Section 17.16        Effectiveness.
This Agreement shall be effective on, and binding upon each of the Parties, on the Effective Date; provided that Contractor
shall have no obligations hereunder until the Closing Date of the Asset Purchase Agreement and the deemed issuance of the Notice
to Proceed simultaneously therewith.



79







Section 17.17       Further
Assurances. Contractor and Owner agree to provide such information, execute and
deliver any instruments and Documents and to take such other actions as may be necessary or reasonably requested by the other
Party which are not inconsistent with the provisions of this Agreement and which do not involve the assumptions of obligations
other than those provided for in this Agreement, in order to give full effect to this Agreement and to carry out the intent of
this Agreement.



Section 17.18        Captions.
The captions contained in this Agreement are for convenience and reference only and in no way define, describe, extend or limit
the scope of intent of this Agreement or the intent of any provision contained herein.



Section 17.19       Equal
Employment Opportunity. The Parties agree that, as applicable, they will abide
by the requirements of 41 CFR 60-1.4(a), 41 CFR 60-300.5(a) and 41 CFR 60-741.5(a) and that these laws are incorporated
herein by reference. These regulations prohibit discrimination against qualified individuals based on their status as protected
veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion,
sex, sexual orientation, gender identity, national origin, protected veteran status or disability. These regulations require that
Contractor and Subcontractors take affirmative action to employ and advance in employment individuals without regard to race,
color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status or disability. The Parties
also agree that, as applicable, they will abide by the requirements of Executive Order 13496 (29 CFR Part 471, Appendix A
to Subpart A), relating to the notice of employee rights under federal labor laws.



Section 17.20       Counterparts.
This Agreement may be signed in any number of counterparts which may be delivered electronically and each counterpart shall represent
a fully executed original as if signed by both Parties, with all such counterparts together constituting but one and the same
instrument.



[The next page is the
signature page.]



80







IN WITNESS HEREOF, the Parties have caused
this Agreement to be executed by their duly Authorized Representatives as of the date and year first above written.



| | CONTRACTOR:               
| | --------------------------
| |                           
| | EDF-RE US DEVELOPMENT, LLC
| |                           
| | BY:                       
| |                           
| | By:                       
| |                           
| |                           



[Signature pages to Turnkey Engineering,
Procurement and Construction Services Agreement]











IN WITNESS HEREOF, the Parties have caused
this Agreement to be executed by their duly Authorized Representatives as of the date and year first above written.



| | OWNER:                   
| | -------------------------
| |                          
| | OTTER TAIL POWER COMPANY 
| |                          
| | By:                      
| | Name:Timothy J. Rogelstad
| | Title: President         



[Signature pages to Turnkey Engineering,
Procurement and Construction Services Agreement]