EX-10.19




 Exhibit 10.19 

EXECUTION VERSION 
 [***]
Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 

 
  

 
 EQUITY CAPITAL CONTRIBUTION
AGREEMENT 
 with respect to 

DIAMOND STATE GENERATION HOLDINGS, LLC 

by and among 
 CLEAN
-TECHNOLOGIES II, LLC 
 DIAMOND STATE GENERATION HOLDINGS, LLC 

DIAMOND STATE GENERATION PARTNERS, LLC 

and 
 MEHETIA INC.

 dated as of March 16, 2012 
  

 
  








 [TABLE OF CONTENTS] 

Table of Contents 
  

							
	 	 	 	  	Page	 
		
	 ARTICLE 1 DEFINED TERMS
	  	 	2	 
			
	 1.1
	 	 Defined Terms
	  	 	2	 
		
	 ARTICLE 2 CAPITAL CONTRIBUTIONS; MEMBERSHIP INTERESTS
	  	 	2	 
			
	 2.1
	 	 Issuance of Class B Membership Interests
	  	 	2	 
			
	 2.2
	 	 Contributions
	  	 	2	 
			
	 2.3
	 	 Initial Funding
	  	 	4	 
			
	 2.4
	 	 Subsequent Fundings
	  	 	4	 
			
	 2.5
	 	 Conditions Precedent to the Obligations of Investor at the Initial Funding
	  	 	5	 
			
	 2.6
	 	 Conditions Precedent to the Obligations of Clean Technologies at the Initial Funding
	  	 	8	 
			
	 2.7
	 	 Conditions Precedent to the Obligations of Investor at Each Subsequent Funding
	  	 	9	 
			
	 2.8
	 	 Conditions Precedent to the Obligations of Clean Technologies at Each Subsequent
Funding
	  	 	13	 
		
	 ARTICLE 3 REPRESENTATIONS AND WARRANTIES
	  	 	14	 
			
	 3.1
	 	 Representations and Warranties of Clean Technologies on the Execution Date and the Initial
Funding Date
	  	 	14	 
			
	 3.2
	 	 Representations and Warranties of Clean Technologies on each Subsequent Funding Date
	  	 	21	 
			
	 3.3
	 	 Representations and Warranties of Investor on the Execution Date and the Initial Funding
Date
	  	 	22	 
			
	 3.4
	 	 Representations and Warranties of Investor on each Subsequent Funding Date
	  	 	24	 
		
	 ARTICLE 4 CERTAIN COVENANTS
	  	 	24	 
			
	 4.1
	 	 Confidentiality
	  	 	24	 
			
	 4.2
	 	 Access to Information
	  	 	24	 


  
 i 










 TABLE OF CONTENTS 

(continued) 
  


							
	 	 	 	  	Page	 
			
	 4.3
	 	 Regulatory Matters
	  	 	24	 
			
	 4.4
	 	 System Manufacturing
	  	 	25	 
			
	 4.5
	 	 Site Preparation Costs
	  	 	25	 
		
	 ARTICLE 5 TERMINATION
	  	 	25	 
			
	 5.1
	 	 Termination
	  	 	25	 
			
	 5.2
	 	 Procedure and Effect of Termination
	  	 	26	 
		
	 ARTICLE 6 INDEMNIFICATION
	  	 	26	 
			
	 6.1
	 	 Indemnification
	  	 	26	 
			
	 6.2
	 	 Direct Claims
	  	 	27	 
			
	 6.3
	 	 Third Party Claims
	  	 	27	 
			
	 6.4
	 	 No Duplication
	  	 	29	 
			
	 6.5
	 	 Sole Remedy
	  	 	29	 
			
	 6.6
	 	 Survival
	  	 	29	 
			
	 6.7
	 	 Final Date for Assertion of Indemnity Claims
	  	 	29	 
			
	 6.8
	 	 Mitigation and Limitations on Indemnified Costs
	  	 	30	 
			
	 6.9
	 	 Payment of Indemnification Claims
	  	 	30	 
			
	 6.10
	 	 Repayment; Subrogation
	  	 	31	 
		
	 ARTICLE 7 GENERAL PROVISIONS
	  	 	31	 
			
	 7.1
	 	 Exhibits and Schedules
	  	 	31	 
			
	 7.2
	 	 Disclosure Schedules
	  	 	31	 
			
	 7.3
	 	 Amendment, Modification and Waiver
	  	 	31	 
			
	 7.4
	 	 Severability
	  	 	32	 
			
	 7.5
	 	 Expenses
	  	 	32	 


  
 ii 










 TABLE OF CONTENTS 

(continued) 
  


							
	 	 	 	  	Page	 
			
	 7.6
	 	 Parties in Interest
	  	 	32	 
			
	 7.7
	 	 Notices
	  	 	32	 
			
	 7.8
	 	 Counterparts
	  	 	34	 
			
	 7.9
	 	 Entire Agreement
	  	 	34	 
			
	 7.10
	 	 Governing Law; Choice of Forum; Waiver of Jury Trial
	  	 	34	 
			
	 7.11
	 	 Public Announcements
	  	 	34	 
			
	 7.12
	 	 Assignment
	  	 	35	 
			
	 7.13
	 	 Relationship of Parties
	  	 	35	 


  
 iii 









 ANNEXES 
  

			
	Annex I	  	Definitions
	Annex II	  	Projected Contribution Schedule
	Annex III	  	Base Case Model

 EXHIBITS 
  

			
	Exhibit A	  	Form of MOMA
	Exhibit B	  	Form of MESPA
	Exhibit C	  	Form of Administrative Services Agreement
	Exhibit D	  	Form of Company LLC Agreement
	Exhibit E	  	Form of Project Company LLC Agreement
	Exhibit F	  	Form of Chadbourne Opinion
	Exhibit G-1	  	Form of Company Officer Instruction Letter
	Exhibit G-2	  	Form of Project Company Officer Instruction Letter
	Exhibit H	  	Form of McDermott Opinion
	Exhibit I	  	Form of Funding Notice
	Exhibit J	  	March 16, 2012 Draft Version of Credit Agreement

 SCHEDULES 
  

			
	Schedule 3.1(d)	  	Litigation
	Schedule 3.1(g)	  	Taxes
	Schedule 3.1(h)	  	Financial Statements
	Schedule 3.1(i)	  	Governmental Approvals and Filings
	Schedule 3.1(k)	  	Environmental Matters
	Schedule 3.1(1)	  	Permits
	Schedule 3.1(m)	  	Insurance
	Schedule 3.1(n)	  	Real Property
	Schedule 3.1(o)	  	Personal Property
	Schedule 3.1(p)	  	Liens
	Schedule 3.1(q)	  	Material Contracts
	Schedule 3.1(s)	  	Affiliate Transactions
	Schedule 3.1(y)	  	Intellectual Property


  
 i 









 EQUITY CAPITAL CONTRIBUTION AGREEMENT 

This Equity Capital Contribution Agreement (this “Agreement”) is made and entered into as of March 16, 2012 (the
“Execution Date”) by and among Mehetia Inc., a Delaware corporation (“Investor” or “Mehetia”), Clean Technologies II, LLC, a Delaware limited liability company (“Clean
Technologies”), Diamond State Generation Holdings, LLC, a Delaware limited liability company (the “Company”), and Diamond State Generation Partners, LLC, a Delaware limited liability company (the “Project
Company”). 
 Preliminary Statements 

WHEREAS, on October 19, 2011 Clean Technologies contributed the Project Company to the Company; 

WHEREAS, as of the Execution Date Clean Technologies owns 100% of the issued and outstanding membership interests in the Company and the
Company owns 100% of the issued and outstanding membership interests in the Project Company; 
 WHEREAS, the Project Company intends to
acquire and own a portfolio of Systems having an aggregate nameplate capacity of up to 30 MW to be operated in accordance with the Tariffs and the REPS Act (collectively, the “Portfolio” or the “Project”); 

WHEREAS, on December 30, 2011 Clean Technologies made a capital contribution to the Company in the amount of $16,619,399.60, and, subject to
the terms and conditions herein, on or prior to the Initial Funding Date, Clean Technologies will make a further capital contribution to the Company as provided in this Agreement; 

WHEREAS, subject to the terms and conditions herein, on the Initial Funding Date (i) Investor will make an initial capital contribution to the
Company in the amount set forth on the Projected Contribution Schedule and Clean Technologies will cause the Company to issue Class B Membership Interests to Investor and (ii) Clean Technologies will retain the Class A Membership Interests in the
Company, in each case pursuant to the Company LLC Agreement; 
 WHEREAS, Clean Technologies and Investor are hereby agreeing on the form of
the Company LLC Agreement to define their interests, rights and obligations in the Company from and after the Initial Funding Date; 

WHEREAS, subject to the terms and conditions herein, on each Subsequent Funding Date, the Class A Member and the Class B Member will make
additional capital contributions to the Company in amounts determined pursuant to and as provided in this Agreement; 
 WHEREAS, Bloom and
Credit Suisse Guarantor have agreed to provide the Bloom Guaranty and the Credit Suisse Guaranty, respectively, as of the date hereof; 

NOW, THEREFORE, in consideration of the respective representations, warranties, covenants, agreements, and conditions in this Agreement, and
other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties to this Agreement agree as follows: 

  
 1 









 ARTICLE 1 

DEFINED TERMS 
 1.1
Defined Terms. Capitalized terms not otherwise defined in this Agreement have the meanings given such terms in Annex I. 
 ARTICLE
2 
 CAPITAL CONTRIBUTIONS; MEMBERSHIP INTERESTS 

2.1 Issuance of Class B Membership Interests. Subject to the terms and conditions in this Agreement, (a) on or before the Initial
Funding Date, Clean Technologies will make a Capital Contribution to the Company (in cash or in kind) in an amount such that, together with the Capital Contribution made by Clean Technologies on December 30, 2011, the amount of capital contributed
to the Company by Clean Technologies prior to the Initial Funding Date (excluding the value of the Project Company membership interests previously contributed by Clean Technologies to the Company) totals $16,619,399.60 (with such contributions in
turn previously having been contributed or to be contributed on the Initial Funding Date by the Company to the Project Company), and (b) on the Initial Funding Date (i) Investor will make a Capital Contribution to the Company as provided in
Section 2.2(a) and (ii) Clean Technologies will cause the Company to issue to Investor the Class B Membership Interests in the Company. 

2.2 Contributions. 
 (a)
Subject to the terms and conditions in this Agreement, Investor will make a Capital Contribution on the Initial Funding Date in the amount set forth in the Projected Contribution Schedule (an “Initial Funding Payment”). Subject to
the terms and conditions in this Agreement, Clean Technologies will make a Capital Contribution on the Initial Funding Date in the amount set forth in the Projected Contribution Schedule. 

(b) Subject to the terms and conditions in this Agreement, on each Subsequent Funding Date, Investor will make a further Capital Contribution
(a “Subsequent Funding Payment”) as follows: 
 (i) In connection with the portion of any Capital Contribution to be
contributed on a Subsequent Funding Date to Company in order for Company to contribute such amounts to Project Company for use by Project Company to make 25% Progress Payments (“Deposit Contribution”), Investor will make a Deposit
Contribution on such Subsequent Funding Date in an amount equal to the total required Deposit Contributions due from Class B Member on such Subsequent Funding Date, but not more than the lesser of (A) 100% of the amount of the Capital Contributions
requested to be contributed to the Project Company in order for the Project Company to make 25% Progress Payments and (B) an amount which, together with prior Capital Contributions of Class B Member, would cause Class B Member to have made Capital
Contributions which in the aggregate would equal the Class B Member CC Maximum Amount; provided that there exists a commitment on such Subsequent Funding Date of the Lenders, enforceable against such Lenders, to fund Loan Proceeds for a
portion (consistent with the Base Case Model) of the 75% Progress Payments due with respect any such System for which Investor is making a Deposit Contribution; and 

  
 2 









 (ii) Subject to Section 2.2(f), in connection with the portion of any Capital
Contribution to be contributed on a Subsequent Funding Date to Company in order for Company to contribute such amounts to Project Company for use by Project Company to make 75% Progress Payments (“Progress Contributions”), Investor
will make a Capital Contribution on such Subsequent Funding Date in an amount equal to (x) [***]% of the required Progress Contribution less (y) the pro rata portion (based on 150 Systems) of the December Capital Contribution shown as credited to
Clean Technologies for purposes of Progress Contributions in the Base Case Model. 
 Notwithstanding the foregoing, prior to any Subsequent
Funding Payment being made by Investor, the Initial Funding Payment, any prior Subsequent Funding Payments and any prior CT Funding Amounts, as applicable, shall have been drawn upon in full by the Project Company in accordance with the Company LLC
Agreement and not more than $20 million of such amounts in the aggregate remain unspent by the Project Company. Except for the Initial Funding Payment and the Capital Contribution of Clean Technologies on the Initial Funding Date, for the
avoidance of doubt, the Projected Contribution Schedule is just a projection and the parties hereto intend that the Capital Contributions will only be made as needed in order for the Project Company to make payments under the MESPA, after taking
into account the Loan Proceeds. 
 (c) Subject to the terms and conditions in this Agreement, Clean Technologies will make a Capital
Contribution on each Subsequent Funding Date in an amount equal to the CT Funding Amount. 
 (d) On or prior to each Funding Date, Investor
will transfer its respective Funding Payments and Clean Technologies will transfer its respective CT Funding Amount, if any, by wire transfer of immediately available funds to the following account (or to such other account as the Company may from
time to time advise it in writing): 
  

			
	Holder Name:	  	[***]
	Bank Name:	  	[***]
	Account Number:	  	[***]
	ABA Number:	  	[***]

 (e) Clean Technologies will provide Investor with not less than five Business Days prior written notice as to
the Initial Funding Date. 
 (f) Notwithstanding anything contained herein to the contrary, (i) the aggregate amount paid by Mehetia as the
Initial Funding Payment and Subsequent Funding Payments shall not exceed the Class B Member CC maximum Amount and shall be in accordance with the manner of calculation set forth in the Base Case Model, and (ii) the aggregate amount contributed by
Clean Technologies to the Company as Capital Contributions (including, for the avoidance of doubt, the Capital Contributions made by Clean Technologies prior to and on the Initial Funding Date, and each CT Funding Amount) shall not exceed its
respective Equity Commitment Amount and shall be in accordance with the manner of calculation set forth in the Base Case Model. 
  

[***] Confidential Treatment Requested 

  
 3 









 (g) Notwithstanding anything contained herein to the contrary, in the event the Initial Funding
occurs but any of the conditions set forth in Sections 2.7(v), (w), (x) and (y) have not been satisfied by the date on which Clean Technologies provides notice of the first Subsequent Funding Date following the Initial
Funding Date, Investor may, at its option, provide Clean Technologies not less than 10 Business Days written notice (the “Refund Notice”) that it desires to receive a refund of the Initial Funding Payment made by Investor. Upon
receipt of such notice Clean Technologies shall have 10 Business Days to pay or cause such amount to be paid to Investor (such date, the “Refund Payment Date”). Upon the giving of the Refund Notice to Clean Technologies, Investor
shall have no further obligation to make any Funding Payment until all of the conditions in Section 2.5 and Section 2.7 are satisfied. If all of the conditions in Section 2.5 and Section 2.7 are subsequently satisfied,
Clean Technologies may by not less than 10 Business days’ written notice to Investor again require Investor to make a Capital Contribution of the Initial Funding Payment and any Subsequent Funding Payments, as provided under this Agreement.

 2.3 Initial Funding. Subject to the termination rights in Article 5, the closing of the Initial Funding Payment and the closing of
the Capital Contribution on the Initial Funding Date by Clean Technologies of the CT Funding Amount (the “Initial Funding”) and the issuance of the Class B Membership Interests pursuant to Section 2.1 will take place (a) at the offices of
Chadbourne & Parke LLP in New York City at 11:00 a.m. (eastern time) on the date on which all of the conditions in Section 2.5 and Section 2.6 have either been satisfied or waived in writing by the Party entitled to the benefit of such
conditions, or (b) at such other place and time as Investor and Clean Technologies may agree in writing (such date as determined under clause (a) or (b), the “Initial Funding Date”), but in any event not later than the Initial Funding
Termination Date. Each of the documents to be delivered pursuant to Section 2.5 and Section 2.6 shall be deemed to be delivered simultaneously, and no such document shall be of any force or effect until all such documents are delivered and the
Initial Funding is consummated. 
 2.4 Subsequent Fundings. Subject to the terms and conditions of this Agreement, the making of
Subsequent Funding Payments by Investor and the making of payments of CT Funding Amounts by Clean Technologies (each payment made by the respective Member referred to as a “Subsequent Funding”) will take place on (a) the dates upon which
all conditions in Section 2.7 and Section 2.8 have either been satisfied or waived in writing by the party entitled to the benefit of such conditions or (b) at such other time as Investor and Clean Technologies may agree in writing (such
date as determined under clause (a) or (b), each, a “Subsequent Funding Date”). The parties acknowledge that, other than as agreed to by the Parties, there will only be one Subsequent Funding Date per Member per calendar quarter, which
will be no earlier than the last Business Day of the previous calendar quarter and no later than the fifth Business Day of the current calendar quarter. In no event will any Subsequent Funding Date occur later than the Subsequent Funding Termination
Date. Each of the documents to be delivered pursuant to Section 2.7 and Section 2.8 will be deemed to be delivered simultaneously, and no such document will be of any force or effect until all such documents are delivered and the Subsequent Funding
is consummated. Subject to the terms and conditions in this Agreement, on each Subsequent Funding Date, Investor will deliver its Subsequent Funding Payment and Clean Technologies will deliver its CT Funding Amount as described in
Section 2.2(d). 

  
 4 









 2.5 Conditions Precedent to the Obligations of Investor at the Initial Funding. The
obligation of Investor to consummate the Initial Funding will be subject to the fulfillment by Clean Technologies, the Company or the Project Company, on or before the Initial Funding Date and prior to the Initial Funding Termination Date, of each
of the following conditions (any or all of which may be waived in whole or in part by Investor in their sole discretion): 
 (a) Investor
has received copies of the Insurance Report and the Environmental Reports (and any reliance letters in connection therewith), each in form and substance reasonably satisfactory to Investor and has received evidence that the requirements set forth in
Section 8.4 of the Company LLC Agreement have been complied with; 
 (b) Investor has received a copy of the Independent Engineer Report
(and a reliance letter in connection therewith) in form and substance reasonably satisfactory to Investor including with respect to the establishment of operating and test data showing operating efficiency improvement consistent with Project
performance expectations; 
 (c) Investor has received copies of the Credit Agreement and the other Credit Documents, each in form and
substance satisfactory to Investor, and such agreements shall have been fully executed prior to or contemporaneous with the occurrence of the Initial Funding, it being understood that in the case of the Credit Agreement, the draft version dated
March 16, 2012 attached hereto as Exhibit J is acceptable to Investor, other than with respect to certain state and federal regulatory statements contained in Sections 4.16.1,4.16.2 and 5.11.2 thereof; 

(d) Investor has received fully executed copies of each of the Material Contracts (including the MOMA substantially in the form attached as
Exhibit A, the MESPA substantially in the form attached as Exhibit B, and the Administrative Services Agreement substantially in the form attached as Exhibit C), each of which is in full force and effect; 

(e) Investor has received a fully executed copy of this Agreement attaching forms of the Company LLC Agreement as Exhibit D and the Project
Company LLC Agreement as Exhibit E, each in form and substance satisfactory to Investor, which agreements shall be fully executed simultaneously with the occurrence of the Initial Funding; 

(f) Investor has received a fully executed copy of the Bloom Guaranty, dated as of the Execution Date, in form and substance acceptable to
Investor; 
 (g) Investor has received the unaudited, consolidated balance sheet of each of the Company and Project Company as of the
Initial Funding Date; 
 (h) Investor has received the audited financial report of Bloom as of its most recent fiscal year end; 

(i) Investor has received each of the following legal opinions in form and substance reasonably satisfactory to it: (A) a legal opinion of
Chadbourne & Parke LLP as counsel to Bloom, Clean Technologies, the Company and the Project Company with respect to corporate and federal regulatory matters substantially in the form attached as Exhibit F, (B) a customary legal opinion of
Delaware counsel to the Company and the Project Company with respect to the enforceability under Delaware law of the Company LLC Agreement and the 

  
 5 









 
Project Company LLC Agreement, and (C) any other customary opinions reasonably requested by Investor, including, without limitation, a legal opinion of Delaware counsel with respect to the REPS
Act and the Tariffs; 
 (j) Investor has received (i) from each of Bloom, Clean Technologies, the Company and the Project Company (A) an
incumbency certificate dated as of the date hereof, (B) a good standing certificate, dated as of a recent date, from the applicable Secretary of State, (C) resolutions of the board of directors, or other equivalent governing and managing body,
authorizing and approving the execution of this Agreement and each of the other Transaction Documents to which it is a party, and the transactions contemplated hereunder and thereunder, certified by a secretary or an assistant secretary as of the
date hereof, and (D) formation documents certified by a secretary or an assistant secretary as of the date hereof and (ii) from an authorized officer of Clean Technologies, a certificate dated as of the date hereof to the effect that the conditions
set forth, as applicable, in Section 2.5(o) have been satisfied; 
 (k) Investor has received evidence of insurance maintained by, or for
the benefit of, the Project Company, together with an Insurance Consultant’s (as defined in the Credit Agreement) certification thereto; 

(l) [Reserved]; 
 (m) Clean
Technologies has fully funded its corresponding Equity Commitment Amount to the Company and the Company has funded such amount to Project Company; 

(n) No material ongoing breach exists by Bloom, Clean Technologies, the Company, the Project Company, the Managing Member, DPL or PJM under
the Company LLC Agreement, the Project Company LLC Agreement, the MESPA, the MOMA, the Administrative Services Agreement, the Credit Documents, the DPL Agreements, the PJM Agreements, this Agreement or any other Transaction Document or Material
Contract, as applicable; 
 (o) Each of the representations and warranties of Clean Technologies, Company and Project Company in this
Agreement (other than those made as of a later date) is (i) true and correct in all material respects as of the Initial Funding Date, except to the extent that any such representation or warranty shall have been expressly made only as of an earlier
date in which case such representation and warranty was true and correct in all material respects as of such earlier date or (ii) if and to the extent such representations and warranties are qualified by the words “material,”
“Material Adverse Effect” or similar qualification, true and correct, as qualified, as of the Initial Funding Date (or such earlier date, as applicable); 

(p) Investor has received fully executed copies of the DPL Agreements and the PJM Agreements that are subject to execution at the Initial
Funding Date, each in form and substance satisfactory to Investor, which agreements shall have been fully executed prior to the occurrence of the Initial Funding; 

(q) None of Bloom, Clean Technologies, the Company and the Project Company (i) has admitted in writing its inability to pay its debts
generally as they become due, (ii) has filed a petition or answer seeking reorganization or arrangement under the federal 

  
 6 









 
bankruptcy laws or any other applicable law or statute of the United States of America or any State, district. or territory thereof, (iii) has made an assignment for the benefit of creditors,
(iv) has consented to the appointment of a receiver of the whole or any substantial part of its assets, (v) has had a petition in bankruptcy filed against it, (vi) has had a court of competent jurisdiction enter an order, judgment, or decree
appointing a receiver of the whole or any substantial part of such entity’s assets or (vii) has had, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction assume custody or control of the
whole or any substantial part of such entity’s assets; 
 (r) Clean Technologies shall make a Capital Contribution to the Company in an
amount equal to the CT Funding Amount prior to, or simultaneously with, the Initial Funding; 
 (s) The REPS Act and the Tariffs have not
been amended or otherwise modified since the date hereof and remain in full force and effect, no legislation has been introduced in the Delaware legislature to repeal the REPS Act and there are no pending proceedings challenging the REPS Act or the
Tariffs in any respect material to the parties hereto or the transactions contemplated herein; 
 (t) The Project has met all the
requirements to be a “Qualified Fuel Cell Provider Project” under the REPS Act, Project Company shall have met all the requirements to be a “QFCP Generator” under the QFCP-RC Tariff, and the Project has been designated as an
“economic development opportunity” by the Delaware Economic Development Office and the Delaware Department of Natural Resources; 

(u) The QFCP-RC Tariff and the Gas Tariff have been approved by the DPSC in accordance with Section 364(d) of the REPS Act, has not been
further amended without Investor’s prior written consent, is final, non-appealable and in full force and effect, and there is no pending litigation challenging the same; 

(v) Investor has received evidence, including, but not limited to, invoices, purchase or supply agreements, evidence of delivery, documents
detailing how the costs incurred have been allocated to and incorporated in portions of the Project for which a Grant application will be filed, and related agreements and documents, reasonably satisfactory to Investor demonstrating that a Grant is
expected to be available for Systems that will be funded by such Initial Funding because the Capital Contribution by Clean Technologies has been used by Project Company to incur Project costs that will allow the portions of the Project for which a
Grant application will be filed and for which such costs are incurred to meet the 5% “safe harbor” for Grant eligibility under the Guidance, and both Bloom and Project Company shall have used commercially reasonable efforts to satisfy this
requirement; 
 (w) Investor has received, in form and substance satisfactory to Investor, the feasibility and system impact study from PJM
and the facilities study from DPL for the Project interconnection with respect to the Brookside Site and neither study identifies any material impediments that are reasonably likely to have an adverse effect on the ability of any party hereto to
execute and deliver all agreements necessary for the transmission, interconnection and delivery of the Brookside Site Systems’ Energy to the PJM Grid by the Guaranteed Initial Delivery Date; 

  
 7 









 (x) Project Company has filed with FERC a Notice of Exempt Wholesale Generator Status; 

(y) Investor has received evidence reasonably satisfactory to Investor that Bloom is proceeding to prepare a permanent facility in Delaware
for manufacturing by Bloom of 20 MW of Systems so that all the Systems shall be considered to have been manufactured in Delaware under the REPS Act; 

(z) the Company and Project Company shall have executed and delivered the officer instruction letters in the forms attached hereto as Exhibit
G-1 and Exhibit G-2; 
 (aa) the findings of Investor’s customary due diligence review, including with respect to any environmental
compliance issues, are satisfactory to Investor; 
 (bb) Each of Clean Technologies, Company and Project Company has received all necessary
third party consents, waivers, authorizations and approvals in connection with the execution, delivery and performance of this Agreement and each of the Transaction Documents to which it is a party and the transactions contemplated hereunder and
thereunder, each of which consents, waivers, authorizations and approvals is in form reasonably satisfactory to Investor, and copies of the same have been delivered to Investor; 

(cc) Project Company has entered into the Site Leases, each Site Lease having such terms and conditions reasonably satisfactory to Investor
(except that the DDOT Site Lease shall be subject to amendment as set forth in Section 2.7(xl), and Project Company has received either (i) an owner’s ALTA extended coverage policy of title insurance (2006 form) issued by a title
insurance company and in a form and substance acceptable to Investor, which policy shall insure that Project Company’s leasehold interest at each Site is free and clear of all defects and encumbrances, except Permitted Liens, and shall contain
such endorsements as are reasonably requested by Investor, or (ii) the unconditional and irrevocable commitment of the title insurance company to issue such a policy, in each case in a coverage amount equal to the amount reasonably acceptable
to Investor; and 
 (dd) Investor has received a fully executed copy of the Control Agreement, in form and substance satisfactory to
Investor. 
 2.6 Conditions Precedent to the Obligations of Clean Technologies at the Initial Funding. The obligation of Clean
Technologies to consummate the Initial Funding will be subject to the fulfillment by Investor, on or before the Initial Funding Date, of each of the following conditions (any or all of which may be waived in whole or in part by Clean Technologies in
its sole discretion): 
 (a) Clean Technologies has received fully executed copies of this Agreement attaching forms of the Company LLC
Agreement as Exhibit D and the Project Company LLC Agreement as Exhibit E, each in form and substance satisfactory to Clean Technologies; 

(b) Clean Technologies has received each of the following legal opinions in a form reasonably satisfactory to it: (A) a legal opinion of
McDermott Will & Emery LLP as counsel to Mehetia and Credit Suisse Guarantor with respect to corporate matters, substantially in the form attached as Exhibit H and (B) any other customary opinions reasonably requested by Clean
Technologies; 

  
 8 









 (c) Investor (i) has not admitted in writing its inability to pay its debts generally as they
become due, (ii) has not filed a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any State, district or territory thereof, (iii) has
not made an assignment for the benefit of creditors, (iv) has not consented to the appointment of a receiver of the whole or any substantial part of its assets, (v) has not had a petition in bankruptcy filed against it, (vi) has not had a court of
competent jurisdiction enter an order, judgment, or decree appointing a receiver of the whole or any substantial part of such entity’s assets or (vii) has not had, under the provisions of any other law for the relief or aid of debtors, any
court of competent jurisdiction assume custody or control of the whole or any substantial part of such entity’s assets; 
 (d) Investor
has received all necessary third party consents, waivers, authorizations and approvals in connection with the execution, delivery and performance of this Agreement and each of the Transaction Documents to which it is a party and the transactions
contemplated hereunder, which consents, waivers, authorizations and approvals are in form reasonably satisfactory to Clean Technologies and copies of the same have been delivered to Clean Technologies; 

(e) each of the representations and warranties of Investor in this Agreement (other than those made as of a later date) is (i) true and
correct in all material respects as of the Initial Funding Date, except to the extent that any such representation or warranty shall have been expressly made only as of an earlier date in which case such representation and warranty was true and
correct in all material respects as of such earlier date or (ii) if and to the extent such representations and warranties are qualified by the words “material,” “Material Adverse Effect” or similar qualification, true and
correct, as qualified, as of the Initial Funding Date (or such earlier date, as applicable); 
 (f) Clean Technologies shall have received a
fully executed copy of the Credit Suisse Guaranty, dated as of the Execution Date, in form and substance acceptable to Clean Technologies; and 

(g) Clean Technologies has received (1) from Investor (i) an incumbency certificate dated as of the date hereof, (ii) a good standing
certificate, dated as of a recent date, from the applicable Secretary of State, (iii) resolutions of the board of directors, or other equivalent governing and managing body, authorizing and approving the execution of this Agreement and each of the
other Transaction Documents to which it is a party, and the transactions contemplated hereunder and thereunder, certified by a secretary or an assistant secretary as of the date hereof and (iv) formation documents certified by a secretary or an
assistant secretary as of the date hereof, and (2) from an authorized officer of Investor, a certificate dated as of the date hereof to the effect that the conditions set forth, as applicable, in Section 2.6(e) have been satisfied. 

2.7 Conditions Precedent to the Obligations of Investor at Each Subsequent Funding. The obligation of Investor to consummate any
Subsequent Funding will be subject to the 

  
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fulfillment by Clean Technologies, the Company or the Project Company, on or before the applicable Subsequent Funding Date and prior to the Subsequent Funding Termination Date, of each of the
following conditions (any or all of which may be waived in whole or in part by Investor in its sole discretion): 
 (a) confirmation by
Clean Technologies that (i) all conditions precedent in Section 2.5 (other than in Section 2.5(aa)) continue to be satisfied; provided that none of Clean Technologies, Company or Project Company shall be required to update any
diligence reports, legal opinions, appraisals or other third party documents previously delivered to Investor unless any of such previously delivered documents have been withdrawn or circumstances have materially changed such that the previously
delivered document is inapplicable or is materially incorrect or misleading and (ii) there have been no material adverse changes from the circumstances addressed in the due diligence reports delivered to Investor as required under Section
2.5(a) and (b); 
 (b) each of the representations and warranties of Clean Technologies in Section 3.2 is (i) true
and correct in all material respects as of such Funding Date, except to the extent that any such representation or warranty shall have been expressly made only as of an earlier date in which case such representation and warranty was true and correct
in all material respects as of such earlier date or (ii) if and to the extent such representations and warranties are qualified by the words “material,” “Material Adverse Effect” or similar qualification, true and correct, as
qualified, as of such Funding Date (or such earlier date, as applicable); 
 (c) Clean Technologies shall deliver to Investor a certificate
from an authorized officer dated as of such Subsequent Funding Date, to the effect that the conditions set forth in Section 2.7(a) and Section 2.7Cb), have been satisfied as of such Subsequent Funding Date; 

(d) the net equity investment in the Company by Investor (meaning the aggregate Capital Contributions of Investor including the contemplated
Subsequent Funding, less actual pre-tax cash distributions received by Investor from the Company), collectively, does not exceed $65,000,000; 

(e) no material ongoing breach exists by Bloom, Clean Technologies, the Company, the Project Company, the Managing Member, DPL or PJM under
any of the Company LLC Agreement, the Project Company LLC Agreement, the MESPA, the MOMA, the Administrative Services Agreement, the Credit Documents, the DPL Agreements, the PJM Agreements, this Agreement or any other Transaction Document or
Material Contract, as applicable, and each of the Company LLC Agreement, the Project Company LLC Agreement, the MESPA, the MOMA, the Administrative Services Agreement, the Credit Documents, the DPL Agreements, the PJM Agreements, this Agreement or
any other Transaction Document or Material Contract, as applicable, is in full force and effect; 
 (f) Unless an Alternative Tax Program
has been elected under Section 7.5(b)(i) of the Company LLC Agreement, Investor has received evidence, including, but not limited to, invoices, purchase or supply agreements, evidence of delivery, documents detailing how the costs incurred
have been allocated to and incorporated in portions of the Project for 

  
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which a Grant application will be filed, and related agreements and documents, reasonably satisfactory to Investor demonstrating that a Grant is expected to be available for Systems that will be
funded by such Subsequent Funding because the Capital Contribution by Clean Technologies has been used by Project Company to incur Project costs that will allow the portions of the Project for which a Grant application will be filed and for which
such costs are incurred to meet the 5% “safe harbor” for Grant eligibility under the Guidance, and both Bloom and Project Company shall have used commercially reasonable efforts to satisfy this requirement; 

(g) Unless an Alternative Tax Program has been elected under Section 7.5(b)(i) of the Company LLC Agreement, the Grant program has not
been repealed and none of the applications for the Grant that have been filed with respect to any Systems prior to the Subsequent Funding have been rejected or denied on grounds that suggest Systems to be paid for with the Subsequent Funding are
ineligible for a Grant or are eligible for a Grant that is less by more than a de minimis amount than the applied for amount, and no notification from the Treasury requesting additional information related to eligibility for a Grant with
respect to any previously filed application has been received that, in each such case, has been the subject of a response that is not to the reasonable satisfaction of Investor; 

(h) in the case of the portion of any Subsequent Funding Payment used to pay any 75% Progress Payments, (i) with respect to Subsequent
Fundings for the first 58 Systems, Investor has received confirmation that the amount of loan proceeds from the Lenders pursuant to the manner of calculation set forth in the Base Case Model have either been funded to the Project Company or the
administrative agent under the Credit Agreement has in writing confirmed to the Investor that all conditions precedent to such funding have been satisfied or waived and the Lenders are prepared to make such funding contemporaneous with Project
Company’s drawdown of such Progress Contribution from the Company and (ii) with respect to Subsequent Fundings for the remaining Systems, Investor has received confirmation that the loan proceeds agreed to in writing by the parties hereto and
the Lenders and then reflected in an updated Base Case Model have either been funded to the Project Company or the administrative agent under the Credit Agreement has in writing confirmed to the Investor that all conditions precedent to such funding
have been satisfied or waived and the Lenders are prepared to make such funding contemporaneous with Project Company’s drawdown of such Progress Contribution from the Company (such respective amounts of loan proceeds, the “Loan
Proceeds”); 
 (i) No breach exists under the Bloom Guaranty or DPL Agreements and the Bloom Guaranty, the REPS Act and the Tariffs
are in full force and effect and there are no pending proceedings challenging the same in any respect material to the parties hereto; 
 (j)
Project Company has received payment under the QFCP-RC Tariff and the PJM Agreements for all sales of energy, capacity, ancillary services and environmental attributes up to the date of the Subsequent Funding as well as reimbursement for fuel in
accordance with the DPL Agreements (except, in each case, for amounts for which payment is not yet due); 

  
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 (k) The Initial Funding Payment, any prior Subsequent Funding Payments and any prior CT Funding
Amounts have been contributed by Company to Project Company in accordance with the Company LLC Agreement, and not more than $20,000,000 of such amount is unspent by Project Company; 

(l) Investor has received evidence reasonably satisfactory to Investor that, with respect to any Funding related to Systems beyond the first
IOMW of Portfolio capacity, Bloom is manufacturing such Systems in Delaware; 
 (m) Project Company (i) has entered into all PJM Agreements,
DPL Agreements and all other agreements and made all filings and other arrangements necessary for the transmission, interconnection and delivery of the Portfolio’s energy to the PJM Grid and {ii) shall be a PJM member (or shall have contracted
with a market participant in PJM to perform its PJM obligations and such market participant shall have entered into all required PJM Agreements and shall be in compliance therewith); 

(n) Project Company has obtained all necessary authorizations from FERC to sell the Portfolio’s energy at market-based rates as
contemplated by the QFCP-RC Tariff (the “MBR Authority”), and is in compliance with such authorization; provided, however, that any proposed market-based rate filing shall be provided to Investor at least 30 days in advance of such filing;

 (o) Project Company is an Exempt Wholesale Generator 

(p) Investor has received from Project Company all reports and notices produced or received by Project Company in accordance with the Tariffs
at least 5 Business Days prior to the applicable Subsequent Funding Date; 
 (q) Investor has received evidence reasonably satisfactory to
Investor that Bloom is proceeding to prepare a permanent facility in Delaware for manufacturing by Bloom of at least 20 MW of Systems so that all the Systems shall be considered to have been manufactured in Delaware under the REPS Act; 

(r) An executed Funding Notice in the form attached to this Agreement as Exhibit I has been provided to Investor at least 5
Business Days prior to the applicable Subsequent Funding Date; 
 (s) The Section 203 Order has been issued; 

(t) Prior to the first Funding for any System to be installed at the ·Red Lion Site, Investor has received in form and substance
satisfactory to Investor (i) a system impact study for the Project interconnection for the Red Lion Site from PJM and such study does not identify any material impediments that are reasonably likely to have an adverse effect on the ability of any
party hereto to execute and deliver all agreements necessary for the transmission, interconnection and delivery of the Red Lion Site Systems’ Energy to the PJM Grid by the Guaranteed Initial Delivery Date, (ii) evidence reasonably satisfactory
to Investor that PJM has waived the requirement for a facilities study with respect to Red Lion Site, (iii) an executed copy of an interconnection services agreement among the Project Company, PJM and DPL with


  
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respect to the Red Lion Site, which agreement has been filed with FERC if required and (iv) an executed copy of a construction services agreement among the Project Company, DPL and PJM with
respect to the Red Lion Site; 
 (u) Prior to the first Funding for any System to be installed at the Red Lion Site, Project Company has
obtained all permits required (if any) under the Delaware Coastal Zone Act; 
 (v) Investor has received in form and substance reasonably
satisfactory to Investor an executed copy of a wholesale market participation agreement among Project Company, DPL and PJM with respect to the Brookside Site; 

(w) Investor has received, in form and substance reasonably satisfactory to Investor, an executed copy of an interconnection agreement between
the Project Company and DPL with respect to the Brookside Site; 
 (x) Investor has received an executed copy of an amendment to the DDOT
Site Lease, amending the term of such lease so that the term of such lease is at least 21 years commencing from the date of “commercial operation” (as defined in the QFCP-RC Tariff) of the last System to be installed at such Site; 

(y) Investor has received an executed copy of the Gas Service Agreement between the Project Company and DPL required pursuant to the Gas
Tariff; and 
 (z) Clean Technologies shall make a Capital Contribution to the Company in an amount equal to the CT Funding Amount prior to,
or simultaneously with, the Subsequent Funding by Investor. 
 2.8 Conditions Precedent to the Obligations of Clean Technologies at Each
Subsequent Funding. The obligation of Clean Technologies to consummate any Subsequent Funding will be subject to the fulfillment by Investor, on or before the applicable Subsequent Funding Date, of each of the following conditions (any or all of
which may be waived in whole or in part by Clean Technologies in its sole discretion): 
 (a) confirmation that all conditions precedent in
Sections 2.6 continue to be satisfied; 
 (b) each of the representations and warranties of Investor in Section 3.3 is (i) true and correct
in all material respects as of such Funding Date, except to the extent that any such representation or warranty shall have been expressly made only as of an earlier date in which case such representation and warranty was true and correct in all
material respects as of such earlier date or (ii) if and to the extent such representations and warranties are qualified by the words “material,” “Material Adverse Effect” or similar qualification, true and correct, as qualified,
as of such Funding Date (or such earlier date, as applicable); 
 (c) Investor shall deliver to Clean Technologies a certificate from an
authorized officer dated as of such Funding Date to the effect that the conditions set forth in Section 2.8(b) have been satisfied; and 

(d) no breach exists under the Credit Suisse Guaranty, and the Credit Suisse Guaranty is in full force and effect. 

  
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 ARTICLE 3 

REPRESENTATIONS AND WARRANTIES 

3.1 Representations and Warranties of Clean Technologies on the Execution Date and the Initial Funding Date. Clean Technologies
represents and warrants lo Investor as of (i) the Execution Date (except with respect to clauses (e), (f), (i)(ii) and (k)(ii)of this Section 3.1), and (ii) the Initial Funding Date (except with respect to clauses (i)(i) and (k)(i) of this Section
3.1), in each case as follows: 
 (a) Organization, Good Standing, Etc. Each of Clean Technologies, the Company and the Project
Company is a limited liability company duly formed, validly existing and in good standing under the laws of its state of formation. Bloom is a corporation duly formed, validly existing and in good standing under the laws of the State of Delaware.
Each of Clean Technologies, the Company and the Project Company has the limited liability company power and authority to own, lease and operate its properties and to carry on its business as being conducted on the date hereof in each jurisdiction
where the character of its property or nature of its activities makes such a qualification necessary. Bloom has the corporate power and authority to own, lease and operate its properties and to carry on its business as being conducted on the date
hereof in each jurisdiction where the character of its property or nature of its activities makes such a qualification necessary. Each of Bloom, Clean Technologies, the Company and the Project Company has provided Investor with true and correct
copies of its organizational documents. 
 (b) Authority. Each of Clean Technologies, the Company and the Project Company has the
limited liability company power and authority to enter into this Agreement and the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby or
thereby. Bloom has the corporate power and authority to enter into any Transaction Documents to which it is a party, to perform its obligations thereunder, and to consummate the transactions contemplated thereby. The execution and delivery by Clean
Technologies, the Company and the Project Company of this Agreement and each other Transaction Document to which it is a party, and the consummation by each of them of the transactions contemplated hereunder and thereunder, have been duly authorized
by all necessary limited liability company action required on their respective parts. The execution and delivery by Bloom of each Transaction Document to which it is a party, and the consummation by Bloom of the transactions contemplated thereunder,
have been duly authorized by all necessary corporate action required on its part. Each of Bloom, Clean Technologies, the Company and the Project Company has duly executed and delivered each Transaction Document to which it is a party. This Agreement
(assuming due authorization, execution and delivery by Investor) constitutes, and upon execution and delivery by Bloom, Clean Technologies, the Company and the Project Company of the other Transaction Documents to which it is respectively a party,
the Transaction Documents will constitute, the valid and binding obligations of each of Bloom, Clean Technologies, the Company and the Project Company, respectively, enforceable against each of them in all material respects in accordance with their
respective terms, subject as to enforceability to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting enforcement of creditors’ rights and remedies generally and to general principles of equity (regardless
of whether enforcement is sought in a proceeding at law or in equity). 

  
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 (c) No Conflicts. The execution and delivery by Bloom, Clean Technologies, the Company and
the Project Company, as applicable, of this Agreement and the other Transaction Documents to which it is a party do not, and the performance by each of Bloom, Clean Technologies, the Company and the Project Company of its obligations hereunder and
thereunder will not, (i) violate or require any filing or notice (that has not been filed or made) under any Applicable Law applicable to Bloom, Clean Technologies, the Company or the Project Company, (ii) conflict with or cause a breach of any
provision in the certificate of incorporation, bylaws or other organizational document of Bloom or the certificate of formation, limited liability company agreement or other organizational document of Clean Technologies, the Company or the Project
Company, as applicable or (iii) cause a breach of, constitute a default under, cause the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any authorization, consent, waiver or approval under any
contract, license, instrument, decree, judgment or other arrangement to which Bloom (as to which making this representation after the Execution Date, any of the same would reasonably be expected to have a material adverse effect on Bloom’s
ability to perform its obligations under the Transaction Documents to which it is a party), Clean Technologies, the Company or the Project Company is a party or under which any of them is bound or to which any of their assets are subject (or result
in the imposition of a Lien, other than Permitted Liens, upon any such assets). 
 (d) Absence of Litigation. There are no pending
proceedings challenging the REPS Act or the Tariffs in any respect material to the parties hereto or the transactions contemplated herein. Except as listed on Schedule 3.1(d), none of Bloom, Clean Technologies, the Company or the Project
Company is subject to any outstanding injunction, judgment, order, decree, ruling or charge, any pending action, litigation, suit, proceeding or investigation before or by any court, arbitrator or other Governmental Authority or, to the Knowledge of
Clean Technologies, is threatened with being made a party to any action, suit, proceeding, hearing or investigation of, in, or before any Governmental Authority or before any arbitrator which making this representation after the Execution Date,
would reasonably be expected to have a material adverse effect on such party’s ability to perform its obligations under the Transaction Documents to which it is a party. None of Bloom, Clean Technologies, the Company or the Project Company has
received a notice of any change to either the REPS Act or the Tariffs and to the Knowledge of Clean Technologies there has been no change to the REPS Act or the Tariffs. 

(e) Ownership. Clean Technologies owns of record and beneficially, 100% of the membership interests of the Company immediately prior to
the Initial Funding Date and before giving effect to the transactions contemplated by this Agreement. The Company will own of record and beneficially 100% of the membership interests in the Project Company as of the Initial Funding Date. There are
no outstanding options, warrants, calls, puts, convertible securities or other contracts of any nature obligating Clean Technologies, the Company or the Project Company to issue, deliver or sell membership interests or other securities in the
Company or the Project Company except as provided herein. The membership interests in the Company and the Project Company are free and clear of all Liens, except (i) for covenants, restrictions and rights of first refusal as provided under the
Company LLC Agreement or 

  
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Permitted Encumbrances and (ii) in the case of the Class A Membership Interests, if any security interest has been granted with respect to the Class A Membership Interests by the Class A Member,
such security interest complies with the requirements of Section 9.5(b) of the Company LLC Agreement. The Company has no subsidiaries other than the Project Company and the Project Company has no subsidiaries. Except as provided in this
Agreement and the other Transaction Documents, no Person has or will have a right to acquire an ownership interest in the Systems or Portfolio (excluding electric energy and RECs) owned or to be acquired by the Project Company. The Project Company
is not a party to or otherwise subject to any legal, regulatory, or contractual restriction (other than as set forth herein or in the Company LLC Agreement) restricting the ability of the Project Company to pay dividends or make similar
distributions to the Company or other holders of its respective equity interests. 
 (f) Valid Interests. Upon execution and delivery
by Investor and Clean Technologies of the Company LLC Agreement and on the Initial Funding Date, the Class B Membership Interests will constitute a membership interest in the Company, and are being issued free and clear of any Liens except for
obligations imposed on members of the Company under the Company LLC Agreement. 
 (g) Taxes. Except as listed on Schedule
3.1(g), each of the Company and the Project Company has filed, or caused to be filed on its behalf, all material Tax Returns required to be filed (after giving effect to any extensions that have been requested by, and granted to such party by,
the applicable Governmental Authority) and has paid or caused to be paid on its behalf all material Taxes required to be paid by or with respect to the Company and the Project Company (other than those Taxes that it is contesting in good faith and
by appropriate proceedings and for which adequate reserves have been set aside in accordance with GAAP). As of the Initial Funding Date, the amount of Taxes in the aggregate being contested by Clean Technologies, the Company and the Project Company
is zero. 
 (h) Financial Statements. Included in Schedule 3.l(h) are unaudited .balance sheets of the Company and Project
Company as of the Execution Date. Such balance sheets have been prepared in accordance with GAAP, and present fairly in all material respects the financial position of the Company or Project Company, as applicable, as of such date, subject to normal
year-end audit adjustments and the absence of footnotes. From the date of their respective inceptions through the Execution Date, neither the Company nor the Project Company has had any income or losses. Each of the Company and the Project Company
has no material liabilities or debts except those related to the development, construction, ownership or operation of the Systems and the Project Company (as applicable) which in the aggregate are zero as of the Execution Date. 

(i) Compliance with Laws. 

(i) As of the Execution Date, other than Environmental Laws (which are addressed in Section 3. l (k)) and other than Tax matters
(which are addressed in Section 3. l (g)), each of the Company and the Project Company is in compliance with all Applicable Laws, and none of them has received written notice from a Governmental Authority of an actual or potential violation
of any Applicable Laws. 
 (ii) As of the Initial Funding Date and each Subsequent Funding Date, other than non-compliance that would not
reasonably be expected to have a Material Adverse Effect, other than Environmental Laws (which are addressed in Section 3.Hk)) and other than Tax matters (which are addressed in Section 3.l(g)), each of the Company and the Project Company is in
compliance with all Applicable Laws, and none of them has received written notice from a Governmental Authority of an actual or potential violation of any Applicable Laws. 

  
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 (j) Governmental Approvals and Filings. No Governmental Approval of or filing with any
Governmental Authority is required to be obtained or made by Bloom, Clean Technologies, the Company or the Project Company for the execution, delivery and performance by Bloom, Clean Technologies, the Company or the Project Company of any
Transaction Document to which it is a party or the consummation of the transactions contemplated therein, other than (i) filings or approvals as set forth on Schedule 3.l(j) and (ii) any other Governmental Approval or filings that have been obtained
or are ministerial in nature or can reasonably be expected to be obtained or made in the ordinary course on commercially reasonable terms and conditions when needed, and each such Governmental Approval that has been obtained and remains necessary is
in full force and effect. 
 (k) Environmental Matters. 

(i) As of the Execution Date, (i) each of the Company and the Project Company is and at all times has been in compliance with all
Environmental Laws, other than as set forth on Schedule 3.1(k), and (ii) none of Bloom, Clean Technologies, the Company or the Project Company has received written notice from any Governmental Authority of an actual or potential violation of,
or liability under, any Environmental Laws. 
 (ii) As of the Initial Funding Date and each Subsequent Funding Date, (i) each of the
Company and the Project Company is and at all times has been in compliance with all Environmental Laws, other than any failures to comply that would not reasonably be expected to have a Material Adverse Effect, and (ii) none of Bloom, Clean
Technologies, the Company or the Project Company has received written notice from any Governmental Authority of an actual or potential violation of, or liability under, any Environmental Laws. 

(l) Permits. Schedule 3.1(l) sets forth all material Government Approvals necessary for the construction, operation, ownership
and maintenance of the Systems owned or to be acquired by the Project Company. There are no other Government Approvals necessary other than those that are ministerial in nature or can reasonably be expected to be obtained on commercially reasonable
terms and conditions when needed. 
 (m) Insurance. Schedule 3.l(m) lists all of the insurance maintained by, or for the
benefit of, the Project Company. None of Clean Technologies, the Company or the Project Company has taken any action that has rendered such insurance unenforceable. 

(n) Real Property. The Company neither owns nor leases any real property. The Project Company owns no fee simple real property.
Schedule 3.l(n) lists all Site Leases and easements or rights of way for transmission lines from the Site Leases to the Interconnection 

  
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Point (or Delivery Point (as defined in the QFCP-RC Tariff), as applicable}with the PJM Grid and identifies any material reciprocal easement or operating agreements relating thereto. The Project
Company has good and valid title to the leasehold estates in each Site, in each case free and clear of all Liens, except Permitted Liens. As of the Execution Date, the Project Company shall have, peaceful and undisturbed possession under all the
Site Leases, such leases are valid and in full force and effect and binding and enforceable in accordance with their respective terms; and there is not, under any of such leases, any existing default, event of default or event which with notice or
lapse of time or both would constitute a default. None of the rights of the Project Company under any of Site Leases will be subject to termination or modification as a result of the consummation of the transactions contemplated by this Agreement.

 (o) Personal Property. The Company owns no personal property other than all of the-membership interests in the Project Company and
the bank accounts set forth on Schedule 3.l(o). Except as set forth on Schedule 3.l(o), the Project Company does not own any material personal property other than the type of assets which the Project Company is expected to own or
possess in order to perform under the Transaction Documents. 
 (p) Liens. All assets owned by the Company and by the Project Company
are free and clear of all Liens, other than Permitted Liens, and except as shown on Schedule 3.l(p). 
 <<HERE p. 23 of 80 in
the pdf>> 
 (q) Material Contracts. Schedule 3.l(g) lists all Material Contracts (other than the Transaction Documents)
to which the Company or the Project Company is a party and each such Material Contract, and each Transaction Document, has not been amended, terminated or otherwise modified except as set forth on such schedule. Each Material Contract listed in
Schedule 3.1(q), and each Transaction Document, is in full force and effect and is binding on the Company or the Project Company, as applicable, and on the other parties thereto, except as enforceability may be limited by applicable
bankruptcy and similar laws affecting the enforcement of creditors’ rights and general equitable principles. Except as shown on Schedule 3.l(g), none of Bloom, the Company, the Project Company or, to the Knowledge of Clean Technologies,
any applicable counterparty, is in default under any Material Contract or any Transaction Document. 
 (r) Employee Matters. Neither
the Company nor the Project Company has any employees or has maintained, sponsored, administered or participated in any employee benefit plan or arrangement, including any employee benefit plan subject to ERISA. 

(s) Affiliate Transactions. Except for the Transaction Documents and those documents listed on Schedule 3.1(s), there are no
existing contracts between the Company or the Project Company, on the one hand, and Clean Technologies or any Affiliate of Clean Technologies, on the other hand. Neither the Company nor the Project Company has any outstanding debt to an Affiliate
thereof, other than with respect to the amounts owed for Systems purchased under the MESPA. 
 (t) Tax Character. The Project Company
is, and since its respective date of formation has been, a “disregarded entity” for federal and other applicable income tax purposes. 

  
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Immediately prior to the Initial Funding only, the Company is a “disregarded entity” for federal and other applicable income tax purposes. Immediately prior to the Initial Funding,
Clean Technologies is a “disregarded entity” for federal and other applicable income tax purposes that is wholly-owned by Bloom, which is a corporation for federal and other applicable income tax purposes. No elections have been filed with
the IRS to treat Clean Technologies, the Company or the Project Company as an association. No private letter ruling will be obtained for the transactions contemplated hereunder from the IRS. 

(u) FPA. As of the Execution Date and prior to receiving MBR Authority, the Project Company is not subject to regulation as a
“public utility” under the FPA. As of the date on which FERC issues an order granting the Project Company MBR Authority, Project Company will be subject to regulation as a “public utility” under the FPA. 

(v) PUHCA. 
 (i) At the
time that the Systems commence the generation of electric energy for sale, the Company will be a “holding company” under PUHCA and FERC’s regulations thereunder solely with respect to its ownership of the Project Company, and will not
be subject to, or will be exempt from, the accounting, record retention and reporting requirements of FERC’s regulations under PUHCA. 

(ii) The Project Company is not, and, following the commencement of the generation of electric energy for sale by the Systems, will not be a
“holding company” under PUHCA and FERC’s regulations thereunder, and the Project Company is not, and, following the commencement of the generation of electric energy for sale by the Systems, will not be subject to regulation under
PUHCA except with respect to regulations applicable to Exempt Wholesale Generators. 
 (w) State Utility Regulation. Neither the
Company nor the Project Company is subject to regulation as a “retail electricity supplier,” an “electric supplier” or a “public utility” under the laws of the State of Delaware. 

(x) Acknowledgement. Clean Technologies, the Company and the Project Company, acknowledge that, except with respect to the
representations and warranties expressly made by Investor in this Agreement and the Transaction Documents, Investor has not made any representations or warranties, either express or implied, under this Agreement or any of the other Transaction
Documents or otherwise, nor has any of Clean Technologies, the Company or the Project Company relied on any representation or warranty not expressly made in this Agreement or the Transaction Documents. 

(y) Intellectual Property. Bloom has full legal title and ownership or right to use, the patents, patent rights, other patent
applications, permits, licenses, trade secrets, trademarks, trademark rights, service marks, trade names or trade name rights or franchises, domain names, copyrights, inventions and intellectual property rights (the “IP Rights”)
necessary to conduct its Systems-related business as now operated and the business proposed to be operated in connection with the Transaction Documents. Bloom has full legal title and ownership of the patents and patent applications listed on
Schedule 3.1(y). Schedule 3.l(y) 

  
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contains a complete list of patents and pending and provisional patent applications of Bloom. Neither Clean Technologies nor Bloom has any reason to believe, and neither Bloom nor any of its
Affiliates has received any notice (which is material to Bloom’s or its Affiliates’ ability to perform their obligations under the Transaction Documents) that the conduct of its Systems-related business as now operated and the business
proposed to be operated in connection with the Transaction Documents conflicts with, violates, infringes upon or misappropriates, or will conflict with, infringe upon or misappropriate, the valid IP Rights of any other Person. Except for the
agreements listed in Schedule 3.l(y), Bloom has not entered into any new license agreements or other agreements whereby it has transferred, assigned or encumbered any part of its IP Rights or any IP Rights received from third parties, since
July 9, 2010. Bloom has not entered into any new government contracts concerning IP Rights, or provided any proposals to any Governmental Authority (including; without limitation, the U.S. Department of Defense) concerning IP Rights, since July 9,
2010. 
 (z) Disclosure. None of the statements, documents, certificates or other items prepared or supplied by Bloom, Clean
Technologies, the Company, the Project Company or any of their Affiliates with respect to the transactions contemplated hereby, taken as a whole, contains an untrue statement of a material fact or omits to state a material fact necessary to make the
statements contained therein not misleading in light of the circumstances under which such statements were made. 
 (aa) Disqualified
Person. Assuming Investor is not a Disqualified Person, neither Clean Technologies, the Company nor the Project Company is a Disqualified Person. 

(bb) Systems. As of the date on which a System is delivered to the Project Company under the MESPA, none of the following activities
has been completed with respect to such System: (1) obtaining the necessary licenses and permits for the operation of the System and sale of power generated by the System, (2) completion of critical tests necessary for proper operation of
such System, (3) synchronization of such System onto the electric distribution and transmission system of the relevant utility, and (4) the commencement of daily operation of such System. 

(cc) Separateness. The Company and the Project Company have at all times and in all respects been maintained as separate and distinct
entities. 
 (dd) IE Report. All of the statements, documents, certificates, information or other items provided by Bloom, Clean
Technologies, the Company, the Project Company or any of their Affiliates to the Independent Engineer in connection with the preparation of the Independent Engineer Report are true and accurate in all material respects and do not omit to state a
material fact necessary to make the statements contained therein not misleading in light of the circumstances under which such statements were made. 

(ee) Grant Safe Harbor. Each portion of the Project for which a Grant application will be filed will contain equipment or Systems
purchased pursuant to the bill of sale and agreement between Bloom and the Project Company effective as of December 30, 2011 in an amount equal to at least 5% of the estimated total cost of such portion of the Project. 

  
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 (ff) Systems Requirements. (i) None of the Systems has been Placed in Service and
(ii) the Systems to be purchased with proceeds of the Initial Funding Payment meet the requirements of Section 48 of the Code including that (A) each System has an electricity-only generation efficiency greater than 30 percent, (B) the Grant or
any Alternative Tax Program (if elected pursuant to Section 7.5(b)(i) of the Company LLC Agreement) with respect to each System is not expected to be limited by Section 48(c)(l)(B); but if the Grant or any Alternative Tax Program is so limited,
such limitation has been accounted for in computing the amount of Investor’s Capital Contribution as described in Section 2.2 hereof; and (C) each System is a “fuel cell power plant” within the meaning of Section 48(c)(l) of the Code.

 (gg) Letter Agreement. Bloom is in compliance with the Letter Agreement (including, if so required by the State of Delaware,
posting the security referred to in the Letter Agreement upon or prior to the Commencement of Operation of the first System). 
 (hh) Red
Lion Site. There are no impediments that are reasonably likely to have a material adverse effect on the ability of any party hereto to establish transmission, interconnection and delivery of the Red Lion Site Systems’ Energy to the PJM Grid
by the Guaranteed Initial Delivery Date. 
 3.2 Representations and Warranties of Clean Technologies on each Subsequent Funding Date.
Clean Technologies (i) makes each of the representations and warranties in Section 3.1 (except for those provided in clauses (e), (f) and (ff)) to Investor as of, and shall deliver any updates to the Schedules in connection therewith at least
five (5) days prior to each Subsequent Funding Date; provided that no representation in Section 3.1(y) shall be made on any Subsequent Funding Date with respect to the Systems-related business “as now operated” or as to any
matter described on Schedule 3.1(y) and (ii) represents and warrants to Investor as of each Subsequent Funding Date as follows: 

(a) Commencement of Operations. For any Systems for which Subsequent Funding Payments are sought to pay the 75% Progress Payments for
such Systems, such Systems have achieved Commencement of Operations (as defined in the MESPA); and 
 (b) System Requirements. (i)
Solely with respect to the portion of any Subsequent Funding Payment used to pay any 25% Progress Payments, none of the Systems to be purchased with the proceeds of such Subsequent Funding Payment has been Placed in Service, (ii) solely with respect
to the portion of any Subsequent Funding Payment used to pay any 75% Progress Payments, the Systems to be purchased with the proceeds of such Subsequent Funding Payment have achieved Commencement of Operations (as defined in the MESPA) and (iii)
that the Systems to be purchased with proceeds of the Subsequent Funding Payment meet the requirements of Section 48 of the Code including that (A) each System has an electricity-only generation efficiency greater than 30 percent, (B) the Grant or
any Alternative Tax Program (if elected pursuant to Section 7.5(b)(i) of the Company LLC Agreement) with respect to each System is not expected to be limited by Section 48(c)(l )(B), but if the Grant or any Alternative Tax Program is so
limited, such limitation has been accounted for in computing the amount of Investor’s Capital Contribution as described in Section 2.2 hereof; and (C) each System, is a “fuel cell power plant” within the meaning of Section
48(c)(l) of the Code. 

  
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 3.3 Representations and Warranties of Investor on the Execution Date and the Initial Funding
Date. Investor represents and warrants to Clean Technologies on the Execution Date and the Initial Funding Date as follows: 
 (a)
Organization, Good Standing, Etc. It is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has the corporate power and authority to own, lease and operate its
properties and to carry on its business as being conducted on the date hereof in each jurisdiction where the character of its property or nature of its activities makes such a qualification necessary. 

(b) Authority. It has the requisite power and authority to enter into the Transaction Documents to which it is a party, to perform its
obligations under such agreements, and to consummate the transactions contemplated therein. The execution and delivery by it of each Transaction Document to which it is a party, and the consummation by it of the transactions contemplated thereunder,
have been duly authorized by all necessary company action. Each such Transaction Document has been duly executed and delivered by it. This Agreement (assuming due authorization, execution and delivery by Clean Technologies, the Company and the
Project Company) constitutes, and upon execution and delivery by Investor of the other Transaction Documents to which it is a party, the Transaction Documents will constitute, the valid and binding obligations of Investor, enforceable against it in
accordance with their respective terms, subject as to enforceability to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting enforcement of creditors’ rights and remedies generally and to general principles
of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). 
 (c) No Conflicts. The execution and
delivery by Investor of the Transaction Documents to which it is a party do not, and the performance by it of its obligations under such agreements will not, (i) violate any Applicable Law, (ii) conflict with or cause a breach of any provision in
the charter, bylaws or other organizational document of Investor, (iii) cause a breach of, constitute a default under, cause the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any authorization,
consent, waiver or approval under any contract, license, instrument, decree, judgment or other arrangement to which Investor is a party or under which it is bound or to which any of its assets is subject (or result in the imposition of a Lien upon
any such assets), except (in the case of clause (i) and (iii) of this Section 3.3(c)) for any that would not reasonably be expected to have a material adverse effect on the ability of Investor to execute and deliver and perform its
obligations under the Transaction Documents to which it is a party. 
 (d) Absence of Litigation. It is not subject to any
outstanding injunction, judgment, order, decree, ruling or charge or, to Investor’s knowledge, is not threatened with being made a party to any action, suit, proceeding, hearing or investigation of, in, or before any Governmental Authority or
before any arbitrator that would adversely affect its ability to complete the transactions contemplated in the Transaction Documents to which it is a party. 

(e) Accredited Investor. It is an “Accredited Investor” as such term is defined in Regulation D under the Securities Act of
1933, as amended (the “Securities Act”). It has had a reasonable opportunity to ask questions of and receive answers from Clean Technologies and its 

  
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Affiliates concerning Clean Technologies, the Class B Membership Interests, the Company and the Project Company. Investor understands that the Class B Membership Interests have not been
registered under the Securities Act in reliance on an exemption therefrom, and that Clean Technologies is under no obligation to register the membership interests. Investor will not sell, hypothecate or otherwise transfer the membership interests
without registering or qualifying them under the Securities Act and applicable state securities laws or any other Applicable Laws unless the transfer is exempted from registration or qualification under such laws. Investor is acquiring the Class B
Membership Interests for its own account and not for the account of any other Person and not with a view to distribution or resale to others. 

(f) Information and Investment Intent. Investor recognizes that investment in the Class B Membership Interests involves substantial
risks. It acknowledges that any financial projections that may have been provided to it are based on assumptions of future operating results based on assumptions about certain events (many of which are beyond the control of Clean Technologies, the
Company or the Project Company). It understands that no assurances or representations can be given that the actual results of the operations of Clean Technologies, the Company or the Project Company will conform to the projected results for any
period. Investor has relied solely on its own legal, tax and financial advisers for its evaluation of an investment in the Class B Membership Interests and not on the advice of Clean Technologies, the Company or the Project Company or any of their
respective legal, tax or financial advisers. 
 (g) Acknowledgement. Except with respect to the representations and warranties
expressly made by Clean Technologies, the Company or the Project Company in this Agreement or the other Transaction Documents, Investor acknowledges that none of Clean Technologies, the Company or the Project Company has made any representation or
warranty, nor has Investor relied on any representation or warranty, with respect to Investor’s, the Company’s or the Project Company’s eligibility to claim tax credits or receive the Grant, RECs or other environmental attributes, the
depreciation allowances for the Systems, whether the Systems qualify for tax credits or the Grant, or the eligibility of any Member to receive an allocation of such benefits from the Company, and Investor agrees that it will not bring any claim
against Clean Technologies, the Company or the Project Company relating to Investor’s, the Company’s or the Project Company’s eligibility to claim tax credits or receive the Grant (except in connection with a breach by Clean
Technologies, the Class A Member, the Managing Member, the Company or the Project Company of this Agreement or of its respective obligations under the Company LLC Agreement or the Project Company LLC Agreement that prevent eligibility for the
Grant), RECs or other environmental attributes. Investor specifically acknowledges that, except with respect to the representations and warranties expressly made by Clean Technologies, the Company or the Project Company in this Agreement or the
Transaction Documents, no representation or warranty has been made, and that Investor has not relied on any representation or warranty about the accuracy of any projections, estimates or budgets, future revenues, future results from operations,
future cash flows, the future condition of the Systems or any assets of the Project Company, the future financial condition of the Project Company. 

(h) PUHCA. It either is not a holding company under PUHCA or, if it is a holding company, is exempt from FERC access to books and
records regulation pursuant to Section 366.3(a) of FERC’s regulations under PUHCA. 

  
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 (i) FPA. It is not a “public utility” under the FPA, and does not have any non-
passive ownership interests in any entity that owns or controls electricity generation or transmission facilities in the U.S. 
 (j)
Disqualified Person. It is not a Disqualified Person. 
 3.4 Representations and Warranties of Investor on each Subsequent Funding
Date. Investor makes each of the representations and warranties in Section 3.3 to Clean Technologies on and as of each Subsequent Funding Date. 

ARTICLE 4 
 CERTAIN
COVENANTS 
 4.1 Confidentiality. The confidentiality provisions contained in the Letter of Intent dated September 14, 2011 among
Bloom, Credit Suisse Securities (USA) LLC and HSBC Securities (USA) Inc. shall remain in effect until the Initial Funding Date (other than with respect to any obligations of HSBC Securities (USA) Inc. which shall not be affected hereby), if it
occurs, and, thereafter, the provisions of Section 11.12 of the Company LLC Agreement shall apply with respect to the confidentiality obligations of the Parties. If the Initial Funding Date does not occur, the confidentiality provisions
contained in the Letter of Intent dated September 14, 2011 among Bloom, Credit Suisse Securities (USA) LLC and HSBC Securities (USA) Inc. shall remain in effect in accordance with its terms. 

4.2 Access to Information. From the date hereof and continuing until the earlier of the termination of this Agreement or the Initial
Funding Date, Clean Technologies, on not less than three Business Days prior written notice by Investor to Clean Technologies, will (i) give Investor’s counsel, financial advisors, auditors and other authorized representatives reasonable access
during normal business hours to the offices, properties, employees and personnel, books and records of the Company and the Project Company and (ii) furnish to Investor’s counsel , financial advisors, auditors, and other authorized
representatives such financial and operating data and other information as such persons may reasonably request, and (iii) instruct Clean Technologies’ employees to cooperate with Investor in an investigation of the business of the Company and
the Project Company, it being acknowledged and agreed that Investor shall use good faith efforts to coordinate the processes described in the foregoing clauses (i), (ii) and (iii). All information supplied to Investor pursuant to this Section
4.2 shall be held in confidence by Investor, its counsel, financial advisors, auditors and other authorized representatives in accordance with the provisions of Section 4.1. 

4.3 Regulatory Matters. From the date hereof and continuing until the earlier of the termination of this Agreement and the Initial
Funding Date, or to the extent relating to Subsequent Funding, the Subsequent Funding Date: 
 (a) In connection with the transactions
contemplated by this Agreement , Clean Technologies shall cause the Company to cause the Project Company to file (i) any application required to be filed by it with FERC pursuant to Section 203 of the FPA, (ii) any applications, reports or other
filings required under any state or local Applicable Laws relating to the ownership and control of the Systems by the Project Company, and (iii) any further filings that may be necessary, proper or advisable in connection with the matters referred
to in clauses (i) and (ii) above. Each of Clean Technologies and Mehetia shall make their respective required filings under any other Applicable Laws. 
  

  
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 (b) In connection with the transactions contemplated by this Agreement, Clean Technologies and
Investor shall, and shall cause their respective Subsidiaries to: (i) cooperate with each other in connection with the making of all filings, notifications and any other material actions pursuant to this Section 4.3, including, subject to
Applicable Laws, by permitting counsel for the other Parties to review in advance, and consider in good faith the views of the other Parties in connection with, any proposed written communication to any Governmental Authority addressing the terms of
this Agreement or the Company LLC Agreement; (ii) furnish to the other Parties such information and assistance as such Parties may reasonably request in connection with (x) the preparation of any submissions to, or agency proceedings by, any
Governmental Authority, or (y) obtaining any consents, approvals or waivers required by any Governmental Authority; and (iii) use their commercially reasonable efforts to cause the conditions to the Initial Funding in Section 2.5 (in the case
of Clean Technologies) and Section 2.6 (in the case of Investor) to be satisfied and, if applicable, to cause the conditions to each Subsequent Funding in Section 2.7 (in the case of Clean Technologies) and Section 2.8 (in the
case of Investor) to be satisfied. 
 (c) Clean Technologies shall cause the Company to cause the Project Company to file a Notice of Exempt
Wholesale Generator Status prior to the installation of the first System. 
 (d) Nothing in this section shall (i) limit Investor’s or
Clean Technologies’ right to terminate this Agreement pursuant to Section 5.1(a) so long as such Party has complied in all material respects with its obligations under this section, or (ii) require any Party to amend this Agreement or to
waive or forbear from exercising any of its rights or remedies under this Agreement. 
 4.4 System Manufacturing. Clean Technologies
shall promptly inform Investor if it or Bloom becomes aware of any substantive reason why the manufacturing of Systems in accordance with the Tariffs shall not commence, or if commenced, shall cease before 20 MW of Systems for the Project are
manufactured and shipped from such Delaware facility. 
 4.5 Site Preparation Costs. Clean Technologies shall cause all Site
Preparation Costs (as defined in the QFCP-RC Tariff) to be funded by Persons other than Investor. 
 ARTICLE 5 

TERMINATION 
 5.1
Termination. Without limiting Clean Technologies’ or Investor’s ability to exercise any right or remedy to which it is entitled hereunder or under any of the Transaction Documents, this Agreement shall be terminated (in the case of
clause (a)) and may be terminated (in the case of clause (b) prior to the Initial Funding Date): 
 (a) without further action by Clean
Technologies or Investor, if the Initial Funding has not been consummated by the close of business on the Initial Funding Termination Date; 

  
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 (b) by the mutual written consent of Clean Technologies and Investor; 

(c) by Investor, at any time prior to the Initial Funding Date, by written notice to Clean Technologies, if Bloom or any of its Subsidiaries
becomes subject to a Bankruptcy; 
 (d) by Clean Technologies, at any time prior to the Initial Funding Date, by written notice to Investor,
if Investor or Credit Suisse Guarantor becomes subject to a Bankruptcy; or 
 (e) by Investor on the one hand, or by Clean Technologies on
the other hand, upon a material breach of this Agreement by the other party, provided that the non-breaching party provides notice to the breaching party setting forth the details of such breach and the breaching party fails to cure the alleged
breach within 30 days after receipt of such notice. 
 5.2 Procedure and Effect of Termination. If this Agreement is terminated
pursuant to Section 5.1, then this Agreement shall become void and of no effect with no liability on the part of any Party, except that (i) the agreements contained in Section 4.1, this Section 5.2, Article 7 and the
Confidentiality Agreement shall survive the termination and (ii) no such termination shall relieve any Party of any liability or damages resulting from any breach by that Party of this Agreement or affect the rights of the other Party to
indemnification for such breach pursuant to Article 6 of this Agreement (which shall survive termination hereof in the case of any breach). 

ARTICLE 6 

INDEMNIFICATION 
 6.1
Indemnification. 
 (a) Clean Technologies agrees to indemnify, defend and hold harmless the Investor Indemnified Parties from and
against any and all Investor Indemnified Costs arising out of or relating to this Agreement; provided, however, except with respect to Investor Indemnified Costs (t) resulting from fraud or willful misconduct, (u) resulting from
failure to pay any amount due to Investor Indemnified Parties under the Transaction Documents, (v) resulting from a Third Party Claim, (w) resulting from the failure to enforce a Material Contract with an Affiliate of the Indemnifying Party, (x)
resulting from Project Company (or any of the Systems) not qualifying for (or becoming disqualified under) the REPS Act or the Tariffs as a result of any act or omission by Bloom or any Affiliate of Bloom (including, without limitation, (i) Bloom
failing to achieve commercial operation (as defined in the QFCP-RC Tariff) of 5 MW of Systems by March 31, 2013 (unless such date has been extended in accordance with the QFCP-RC Tariff), (ii) Bloom failing to achieve commercial operation (as
defined in the QFCP-RC Tariff) of 30 MW of Systems, of which at least 20 MW of Systems were actually manufactured by Bloom in the State of Delaware by September 30, 2014 (unless such date has been extended in accordance with the QFCP-RC Tariff),
(iii) Bloom failing to be manufacturing fuel cells capable of being powered by renewable fuels from a permanent manufacturing facility located in the State of Delaware as of the date of Commencement of Operations (as defined in the MESPA) of the
full 

  
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nameplate capacity of the Portfolio, or (iv) any of the acts or omissions set forth in Section 4.3 of the MESPA), (y) resulting from Bloom failing to be in compliance with the Letter Agreement
(including, if so required by the State of Delaware, posting the security referred to in the Letter Agreement upon or prior to the Commencement of Operation of the first System) or (z) resulting from any surcharges pursuant to the Tariffs being
deemed a tax under Delaware law, in no event will Clean Technologies’ aggregate obligation (including any prior indemnity payments by Clean Technologies under this Agreement or under the Company LLC Agreement) to indemnify the Indemnified
Parties hereunder exceed one hundred percent (100%) of the sum of the Funding Payments of Investor made to date. 
 (b) Investor agrees to
indemnify, defend and hold harmless the Clean Technologies Indemnified Parties from and against any and all Clean Technologies Indemnified Costs arising out of or relating to this Agreement; provided, however, except with respect to
Clean Technologies Indemnified Costs (w) resulting from fraud or willful misconduct, (x) resulting from failure to pay any amount due to Clean Technologies Indemnified Parties under the Transaction Documents, (y) resulting from a Third Party Claim
or (z) resulting from the failure to enforce a Material Contract with an Affiliate of the Indemnifying Party, in no event will Investor’s aggregate obligation (including any prior indemnity payments by Investor under this Agreement or under the
Company LLC Agreement) to indemnify the Clean Technologies Indemnified Parties hereunder exceed one hundred percent (100%) of the sum of the Funding Payments of Investor made to date. 

(c) Other than with respect to Indemnified Costs resulting from Third Party Claims, no claim for indemnification may be made with respect to
any Indemnified Costs until the aggregate amount of such costs for which indemnification is (or previously has been) sought by the Indemnified Party under all Transaction Documents exceeds $175,000 and once such threshold amount of claim has been
reached, the relevant Indemnified Party and its Affiliates shall have the right to be indemnified only to the extent the amount of Indemnified Costs claimed exceed such threshold amount. Claims for indemnification under this Agreement and the other
Transaction Documents shall not be duplicative of one another and shall not allow for duplicative recoveries. 
 6.2 Direct Claims.
In any case in which an Indemnified Party seeks indemnification under Section 6.1 that is not subject to Section 6.3 because no Third Party Claim is involved, the Indemnified Party shall promptly notify the Indemnifying Party
in writing of any amounts that the Indemnified Party claims are subject to indemnification under the terms of this Article 6. The failure of the Indemnified Party to exercise promptness in such notification shall riot amount to a waiver
of such claim, except for the extent the resulting delay materially and adversely prejudices the position of the Indemnifying Party with respect to such claim. 

6.3 Third Party Claims. An Indemnified Party shall give written notice to the Indemnifying Party within 10 days after it has actual
knowledge of commencement or assertion of any Third Party Claim in respect of which the Indemnified Party may seek indemnification under Section 6.1. Such notice shall state the nature and basis of such Third Party Claim and the events and
the amounts thereof to the extent known. Any failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that the Indemnifying Party may have to the Indemnified Party under this Article 6,
except to the extent the failure to give such 

  
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notice materially and adversely prejudices the Indemnifying Party. In case any such action, proceeding or claim is brought against an Indemnified Party, so long as it has acknowledged in writing
to the Indemnified Party that it is liable for such Third Party Claim pursuant to this Section 6.3, the Indemnifying Party shall be entitled to participate in and, unless in the reasonable judgment of the Indemnified Party a conflict of interests
between it and the Indemnifying Party may exist in respect of such Third Party Claim or such Third Party Claim entails a material risk of criminal penalties or civil fines or non monetary sanctions being imposed on the Indemnified Party or a risk of
materially adversely affecting the Indemnified Party’s business (a “Third Party Penalty Claim”), to assume the defense thereof, with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified
Party, and after notice from the Indemnifying Party to the Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred
by the latter in connection with the defense thereof other than reasonable costs of investigation or defending such portion of such Third Party Penalty Claim; provided nothing contained herein shalt permit Clean Technologies to control or
participate in any Tax contest or dispute involving Investor or any Affiliate of Investor, or permit Investor to control or participate in any Tax contest or dispute involving any Affiliate of Clean Technologies other than the Company and the
Project Company; and, provided, further, the Parties agree that the handling of any Tax contests involving the Company will be governed by Section 7.7 of the Company LLC Agreement. In the event that (i) the
Indemnifying Party advises an Indemnified Party that the Indemnifying Party will not contest a claim for indemnification hereunder, (ii) the Indemnifying Party fails, within 30 days of receipt of any indemnification notice to notify, in writing,
such Indemnified Party of its election, to defend, settle or compromise, at its sole cost and expense, any such Third Party Claim (or discontinues its defense at any time after it commences such defense) or (iii) in the reasonable judgment of the
Indemnified Party, a conflict of interests between it and the Indemnifying Party exists in respect of such Third Party Claim or the action or claim is a Third Party Penalty Claim, then the Indemnified Party may, at its option, defend, settle or
otherwise compromise or pay such action or claim or Third Party Claim in each case, at the sole cost and expense of the Indemnifying Party. In any event, unless and until the Indemnifying Party elects in writing to assume and does so assume the
defense of any such claim, proceeding or action, the Indemnifying Party shall be liable for the Indemnified Party’s reasonable costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding. The
Indemnified Party shall cooperate to the extent commercially reasonable with the indemnifying Party in connection with any negotiation or defense of any such action or claim by the Indemnifying Party. The Indemnifying Party shall keep the
Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the Indemnifying Party elects to defend any such action or claim, then the Indemnified Party shall be entitled to
participate in such defense with counsel of its choice at its sole cost and expense unless otherwise specified herein; provided that any such participation of the Indemnified Party shall be at the Indemnifying Party’s sole cost and
expense to the extent such participation relates to a Third Party Penalty Claim. If the Indemnifying Party does not assume such defense, the Indemnified Party shall keep the Indemnifying Party apprised at all times as to the status of the defense;
provided, however, that the failure to keep the Indemnifying Party so informed shall not affect the obligations of the Indemnifying Party hereunder. The Indemnifying Party shall not be liable for any settlement of any action, claim or
proceeding effected without its written consent; provided, 

  
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however, that the Indemnifying Party shall not unreasonably withhold, delay or condition any such consent. Notwithstanding anything in this Section 6.3 to the contrary, the
Indemnifying Party shall not, without the Indemnified Party’s prior written consent, (i) settle or compromise any claim or consent to entry of judgment in respect thereof which involves any condition other than payment of money by the
Indemnified Party, (ii) settle or compromise any claim or consent to entry of judgment in respect thereof without first demonstrating to Indemnified Party the ability to pay such claim or judgment, or (iii) settle or compromise any claim or consent
to entry of judgment in respect thereof that does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party, a full and complete release from all liability in respect of such claim. 

6.4 No Duplication. Any liability for indemnification under this Article 6 shall be determined without duplication of recovery. Without
limiting the generality of the prior sentence, if a statement of facts, condition or event constitutes a breach of more than one representation, warranty, covenant or agreement which is subject to the indemnification obligation in Section
6.1, only one recovery of Indemnified Costs per Indemnified Party shall be allowed. 
 6.5 Sole Remedy. Except in the case of
fraud, willful misconduct or failure to pay, and except for claims brought under Section 6.6, Section 6.7, Section 6.8, Section 6.9 or Section 9.12 of the Company LLC Agreement, the enforcement of the claims
of the Parties under this Article 6 are the sole and exclusive remedies that a Party shall have under this Agreement or any other Transaction Document for the recovery of Indemnified Costs; provided, however, that notwithstanding anything to
the contrary in this Agreement, each Party hereby reserves all equitable remedies. 
 6.6 Survival. All representations, warranties,
covenants and obligations made or undertaken by a Party in this Agreement or in any other Transaction Document are material, have been relied upon by the other Parties and shall survive until the final date for any assertion of claims as forth in
Section 6.7, if and as applicable, or as otherwise provided in the Transaction Documents. 
 6.7 Final Date for Assertion of
Indemnity Claims. All claims by an Indemnified Party for indemnification pursuant to this Article 6 resulting from breaches of representations or warranties in (i) Section 3.1 and Section 3.3 shall be forever
barred unless the other party is notified within eighteen (18) months after the earlier to occur of the Initial Funding Date and the Initial Funding Termination Date, and (ii) Section 3.2 or Section 3.4 shall be forever barred
unless the other party is notified within eighteen (18) months after the Subsequent Funding Date on which such representation or warranty was made; provided, that notwithstanding the foregoing, the representations in Section 3.l(g),
Section 3.l(t), Section 3.l(aa), Section 3.1(bb), Section 3.l(ee) and Section 3.1(ff) (and the corresponding representations made in Section 3.2), shall survive until that date which is 60 days after the
applicable statute of limitations expires and the representations in Section 3.l(a), Section 3.1(b), Section 3.1(e) and Section 3.1(f) (and the corresponding representations made in Section 3.2), shall survive
forever; and provided further that if written notice of a claim for indemnification has been given by an Indemnified Party on or prior to the last day of the respective foregoing period, then the obligation of the other party to
indemnify such Indemnified Party pursuant to this Article 6 shall survive with respect to such claim until such claim is finally resolved. 

  
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 6.8 Mitigation and Limitations on Indemnified Costs. Notwithstanding anything to the
contrary contained herein: 
 (a) Reasonable Steps to Mitigate. Each Indemnified Party will take, at the Indemnifying Party’s
own reasonable cost and expense, all reasonable commercial steps identified by Indemnifying Party to the Indemnified Parties to mitigate all Indemnified Costs (other than any such Indemnified Costs that are Taxes), which steps may include availing
itself of any defenses, limitations, rights of contribution, claims against third Persons and other rights at law or equity. The Indemnified Parties will provide such evidence and documentation of the nature and extent of the Indemnified Costs as
may be reasonably requested by the Indemnifying Party. 
 (b) Net of Insurance Benefits. All Indemnified Costs shall be net of
insurance recoveries from insurance policies of the Project Company (including under the existing title policies) to the extent that any proceeds of such policies, less any costs, expenses or premiums incurred by the Project Company in connection
therewith, are distributed by the Project Company to the Company and are in tum distributed by the Company to the Indemnified Party; provided, however, such amount shall account for any costs or expenses incurred by the Indemnified
Party in connection with obtaining insurance proceeds with respect to any breach or nonperformance hereunder. 
 (c) No Consequential
Damages. Indemnified Costs shall not include, and an Indemnifying Party shall have no obligation to indemnify any Indemnified Party for or in respect of, any punitive, consequential or exemplary damages of any nature including but not limited to
damages for lost profits or revenues or the loss or use of such profits or revenue, loss by reason of plant shutdown or inability to operate at rated capacity, increased operating expenses of plant or equipment, increased costs of purchasing or
providing equipment, materials, labor, services, costs of replacement, power or capital, debt service fees or penalties, inventory or use charges, damages to reputation, damages for lost opportunities, or claims of the Project Company’s
customers, members or affiliates, regardless of whether said claim is based upon contract, warranty, tort (including negligence and strict liability) or other theory of law unless payable by such Indemnified Party as part of a Third Party Claim;
provided, however, that the lost profits or revenues (and the loss or use thereof) language set forth in this Section 6.8(c) shall not be interpreted to exclude from Indemnified Costs any damages, losses, claims, liabilities, demands charges, suits,
Taxes, penalties, costs or expenses that would otherwise be included within the definition of Indemnified Costs because they result from a reduction in the profits of the Project Company, the Company, or both. 

6.9 Payment of Indemnification Claims. All claims for indemnification shall be paid by Indemnifying Party in immediately available
funds in U.S. dollars. Any undisputed portion of an indemnification claim shall be paid promptly by the Indemnifying Party to the Indemnified Parties involved. An Indemnifying Party may dispute any portion of an indemnification claim,
provided, however, that such disputed indemnification claim shall be paid promptly by the Indemnifying Party to the Indemnified Party together with interest at a market rate upon the final determination of the payable amount of the
claim (if any) by a court of competent jurisdiction. 

  
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 6.10 Repayment; Subrogation. If the amount of any Indemnified Costs, at any time after the
making of an indemnity payment in respect thereof, is reduced by recovery, settlement or otherwise under any insurance coverage (excluding any proceeds from self insurance or flow through insurance policies) or under any claim, recovery, settlement
or payment by or against any other entity, the amount of such reduction, less any costs, expenses or premiums incurred in connection therewith, must promptly be repaid by the Indemnified Party to the Indemnifying Party net of any Taxes imposed upon
the Indemnified Party in respect of such amounts, but taking into account any Tax benefit the Indemnified Party receives as a result of such repayment. Upon making any indemnity payment (other than any indemnity payment relating to Taxes), the
Indemnifying Party will, to the extent of such indemnity payment, be subrogated to all rights of the Indemnified Party against any third party, except third parties that provide insurance coverage to the Indemnified Party or its Affiliates, in
respect of the Indemnified Costs to which the indemnity payment relates. Without limiting the generality or effect of any other provision hereof, each such Indemnified Party and the Indemnifying Party shall duly execute upon request all instruments
reasonably necessary to evidence and perfect the above described subrogation rights, and otherwise cooperate in the prosecution of such claims at the direction of the Indemnifying Party. Nothing in this Section 6.10 will be construed to
require any Party to obtain or maintain any insurance coverage. 
 ARTICLE 7 

GENERAL PROVISIONS 
 7.1
Exhibits and Schedules. All Exhibits and Schedules are incorporated herein by reference. 
 7.2 Disclosure Schedules. Any
matter disclosed in any section of the Schedules shall be deemed disclosed for all purposes and all sections of the Schedules to the extent it is readily apparent from a reading of the disclosure that such disclosure is applicable to such other
sections. At any time prior to a Funding, Clean Technologies may supplement or amend a Schedule to this Agreement solely with respect to such Funding by providing such supplement or amendment to Investor at least five (5) days prior to such Funding,
it being understood that should, in the opinion of Investor, any such supplement or amendment to a Schedule to this Agreement be deemed to materially adversely affect the Company, the Project Company or Investor’s investment in the Company,
Investor shall have the right to withhold its Subsequent Funding Payment; provided that if Investor goes ahead and makes the Subsequent Funding Payment, the representations and warranties subject to such Schedule shall be deemed to be qualified by
such Schedule as so supplemented or amended as it relates to such Subsequent Funding but not any future Subsequent Fundings. 
 7.3
Amendment, Modification and Waiver. This Agreement may not be amended or modified except by an instrument in writing signed by each of the Parties to this Agreement. Any failure of Clean Technologies to comply with any obligation, covenant,
agreement, or condition contained herein may be waived only if set forth in an instrument in writing signed by Investor, and any failure of Investor to comply with any obligation, covenant, agreement or


  
 31 









 
condition contained herein may be waived only if set forth in an instrument in writing signed by Clean Technologies, but any such waiver or failure to insist upon strict compliance with such
obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any other failure. 
 7.4
Severability. If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule of Applicable Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the economic or legal substance of the transactions contemplated herein are not affected in any manner materially adverse to any Party. 

7.5 Expenses. Clean Technologies and Mehetia will be responsible for paying all of their own respective reasonable legal and
consultants’ costs, fees and expenses incurred by itself and its Affiliates in connection with the transactions contemplated by this Agreement and the other Transaction Documents in connection with the execution thereof and any Funding. 

7.6 Parties in Interest. This Agreement shall be binding upon and, except as provided below, inure solely to the benefit of each Party
and their successors and assigns, and nothing in this Agreement, express or implied, is intended to confer upon any other Person (other than the Investor Indemnified Parties as provided in Article 6) any rights or remedies of any nature whatsoever
under or by reason of this Agreement. 
 7.7 Notices. All notices and other communications hereunder shall be in writing and shall be
deemed given if delivered personally, by a nationally recognized overnight courier, by facsimile, or mailed by registered or certified mail (return receipt requested) to the Parties at the following addresses (or at such other address for a Party as
shall be specified by like notice): 
  

	 	(a)	If to Clean Technologies, to: 

 Clean Technologies II, LLC 

c/o Bloom Energy Corporation 

1299 Orleans Drive 
 Sunnyvale,
CA 94089-1137 
 Attention: [***] 

Telephone: [***] 
 Facsimile:
[***] 
  

	 	(b)	If to the Company, to: 

 Diamond State Generation Holdings, LLC 

c/o Bloom Energy Corporation 

1299 Orleans Drive 
 Sunnyvale,
CA 94089-1137 
 Attention: [***] 

Telephone: [***] 
 Facsimile:
[***] 
  
 [***] Confidential Treatment Requested 

  
 32 










	 	(c)	If to Project Company, to: 

 Diamond State Generation Partners, LLC 

c/o Bloom Energy Corporation 

1299 Orleans Drive 
 Sunnyvale,
CA 94089-1137 
 Attention: [***] 

Telephone: [***] 
 Facsimile:
[***] 
  

	 	(d)	If to Mehetia, to: 

 Mehetia Inc. 

Eleven Madison Avenue 
 New
York, NY 10010 
 Attention: [***] 

Telephone: [***] 
 Facsimile:
[***] 
 with a copy to: 

Credit Suisse Securities (USA) LLC 

One Madison Avenue 
 New York,
NY 10010 
 Attention: [***] 

Telephone: [***] 
 Facsimile:
[***] 
 and with a copy, which will not constitute notice, to: 

McDermott Will & Emery LLP 

340 Madison Avenue 
 New York,
NY 10173 
 Attention: [***] 

Telephone: [***] 
 Facsimile:
[***] 
 Unless otherwise provided herein, any offer, acceptance, election, approval, consent, certification, request, waiver, notice or other communication
required or permitted to be given hereunder (collectively referred to as a “Notice”), shall be in writing and delivered (a) in person, (b) by registered or certified mail with postage prepaid and return receipt requested, (c) by
recognized overnight courier service with charges prepaid or (d) by facsimile transmission, directed to the intended recipient at the address of such Member listed in this Section 7.7 or at such other address as any Member hereafter may
designate lo the others in accordance with a Notice under this Section 7.7. A Notice or other communication will be deemed delivered on the earliest to occur of (i) its actual receipt when delivered in person, (ii) the fifth Business Day

  
 [***] Confidential Treatment Requested 

  
 33 









 
following its deposit in registered or certified mail, with postage prepaid, and return receipt requested, (iii) the second Business Day following its deposit with a recognized overnight courier
service, (iv) the date of receipt of a facsimile or, if such date of receipt is not a Business Day, the next Business Day following such date of receipt, provided the sender can and does provide evidence of successful transmission. Any Notice or
other communication received on a day that is not a Business Day or later than 5:00 p.m. on a Business Day shall be deemed to be received on the next Business Day. 

7.8 Counterparts. This Agreement may be executed and delivered (including by facsimile transmission or “portable document
format”) in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Party, it being
understood that all Parties need not sign the same counterpart. Signatures of the Parties transmitted by facsimile or electronic mail shall be deemed to be their original signatures for all purposes. 

7.9 Entire Agreement. This Agreement (together with the other Transaction Documents) constitutes the. entire agreement of the Parties
and supersedes all prior agreements, letters of intent and understandings, both written and oral, among the Parties with respect to the subject matter hereof. 

7.10 Governing Law; Choice of Forum; Waiver of Jury Trial. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, AS THEY APPLY TO CONTRACTS PERFORMED IN THAT STATE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, WHICH SHALL APPLY TO THIS AGREEMENT). THE
PARTIES HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSNE JURISDICTION OF ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY, NEW YORK WITH RESPECT TO ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY IRREVOCABLY AND
UNCONDITIONALLY WANES TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING RELATING TO A DISPUTE AND FOR ANY COUNTERCLAIM WITH RESPECT THERETO. 

7.11 Public Announcements. Except for statements made or press releases issued (i) pursuant to the Securities Act or the Securities
Exchange Act of 1934, (ii) pursuant to any listing agreement with any national securities exchange or the Financial Industry Regulatory Authority, Inc., or other regulatory authority or self-regulatory authority, or (iii) as otherwise required by
Applicable Law, neither Clean Technologies nor Investor shall issue, or permit any of their respective Affiliates to issue, any press release or otherwise make any public statements with respect to this Agreement or the transactions contemplated
hereby without the prior written consent of the other Parties. Subject to any requirements of Applicable Law, Clean Technologies and Investor will be given the opportunity to review in advance, upon the request of Clean Technologies or Investor, as
the case may be’, all information relating to the transactions contemplated by the Transaction Documents that appear in any filing made in connection with the transactions contemplated hereby or thereby, other than any filing to be made by
Investor to a regulator thereof. 

  
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 7.12 Assignment. This Agreement and all of the provisions hereof will be binding upon and
inure to the benefit of the Parties and their respective successors and permitted assigns. This Agreement may only be assigned to the same extent (and only by and to the same Persons) that membership interests in the Company are assignable pursuant
to the terms of the Company LLC Agreement. Any attempted assignment of this Agreement other than in strict accordance with this section and the terms of the Company LLC Agreement shall be null and void ab initio and of no force or effect. 

7.13 Relationship of Parties. This Agreement does not constitute a joint venture, association or partnership among the Parties. No
express or implied term, provision or condition of this Agreement shall create, or shall be deemed to create, an agency, joint venture, partnership or any fiduciary relationship among the Parties. 

[Remainder of page intentionally left blank. Signature pages to follow.] 

  
 35 









 IN WITNESS WHEREOF, each Party has caused this Equity Capital Contribution Agreement to be signed
on its behalf as of the date first written above. 
  

			
	CLEAN TECHNOLOGIES II, LLC
		
	By:	 	  

	Name:	 	
	Title:	 	


  
 [Signature Page
to the Equity Capital Contribution Agreement] 










			
	DIAMOND STATE GENERATION PARTNERS, LLC
		
	By:	 	  

	Name:	 	
	Title:	 	


  
 [Signature Page
to the Equity Capital Contribution Agreement] 










			
	DIAMOND STATE GENERATION HOLDINGS, LLC
		
	By:	 	  

	Name:	 	
	Title:	 	


  
 [Signature Page
to the Equity Capital Contribution Agreement] 










			
	MEHETIA INC.
		
	By:	 	  

	Name:	 	
	Title:	 	


  
 [Signature Page
to the Equity Capital Contribution Agreement] 









 ANNEX 1 TO ECCA 

AND COMPANY LLC AGREEMENT DEFINITIONS 

“1940 Investment Company Act” means the Investment Company Act of 1940, as amended. 

“25% Progress Payment” means, for any System, the initial payment by Project Company of 25% of the purchase price for such
System as contemplated by the MESPA. 
 “75% Progress Payment” means, for any System, the final payment by Project Company
of 75% of the purchase price for such System as contemplated by the MESPA. 
 “Acceptable Credit Party” means a commercial
bank or other financial institution which maintains an office or corresponding office in the United States, whose long-term unsecured debt is rated “A-” or higher by S&P and “A3” or higher by Moody’s and which has a
tangible net worth of at least $1,000,000,000. 
 “Accountant’s Certificate” means the independent accountant’s
certification attesting to accuracy of all costs as required pursuant to the Guidance. 
 “Accounting Firm” means any of
Deloitte Touche Tohmatsu, Ernst & Young, KPMG International, PricewaterhouseCoopers or any nationally-recognized Affiliate thereof, chosen by the Tax Matters Partner or otherwise reasonably approved by Class Majority Vote. 

“Act” means the Delaware Limited Liability Company Act, Delaware Code Ann. 6, Sections
18-101, et seq. and any successor statute, as the same may be amended from time to time. 

“Adjusted Capital Account” means the Capital Account of a Member (a) increased by the amount of potential deficit that the
Member is deemed obligated to restore, calculated as described in the last sentence of Treasury Regulation Section l.704-2(g)(l) and the last sentence of Treasury Regulation Section l.704-2(i)(5), and (b) decreased by expected items described in
Treasury Regulation Section l.704-l (b)(2)(ii)(d)(4), (5) and (6). 
 “Administrative Services Agreement” means the
Administrative Services Agreement, dated as of the Initial Funding Date, among the Company, the Project Company and Bloom in the form attached as Exhibit C to the ECCA. 

“Administrator” means Bloom or any replacement administrator under a Administrative Services Agreement. The Administrator is
a “manager” of the Company within the meaning of the Act. 
 “Affiliate” means, with respect to any Person, any
other Person controlling, controlled by or under common control with such first Person. For purposes of this definition, the term “control” (and correlative terms) means (l) the ownership of 50% or more of the equity interest i11 a Person,
or (2) the power, whether by contract, equity ownership or otherwise, to direct or cause the direction of the policies or management of a Person. The Company shall be deemed to 

  
 1 









 
be an Affiliate of Clean Technologies prior to the Initial Funding (for purposes of representations and warranties), but shall not be deemed to be an Affiliate of any Member from and after the
Initial Funding. 
 “Agreement” means the Company LLC Agreement if used in the Company LLC Agreement or the ECCA if used in
the ECCA. 
 “Alternative Tax Program” means, if the Grant is unavailable, any successor cash grant, cash-based subsidy,
tax refund or refundable credit program or, if none of the foregoing is available, the ITC. 
 “Annual Budget” is defined
in Section 7.l(b) of the Company LLC Agreement. 
 “Applicable Laws” means all laws (including common law),
constitutions, statutes, rules, regulations, ordinances, judgments, settlements, orders, decrees, injunctions, and writs of any Governmental Authority, in each case, having jurisdiction over Bloom, Clean Technologies, Mehetia, Credit Suisse
Guarantor, the Administrator, the Company, the Project Company or the Systems, as applicable. 
 “Appraisal Method” means
one appraiser shall be appointed by the holders of a majority of the Class A Membership Interests and one appraiser shall be appointed by the holders of a majority of the Class B Membership Interests, in each case, within fifteen (15) days of
invocation of this procedure, which appraisers shall attempt to agree upon the fair market value of the Class B Membership Interests. If either holders of the Class A Membership Interests or holders of the Class B Membership Interests do not
appoint their respective appraiser within five (5) days after the end of such fifteen ( 15) day period, the determination of the appraiser appointed by the other Person (if so appointed within such period) shall be conclusive and binding on the
Members. If the appraisers appointed by the holders of Class A Membership Interests and the holders of Class B Membership Interests are unable to agree upon the fair market value of the Class B Membership Interests within thirty (30) days after
the appointment of the second of such appraisers, the two appraisers shall appoint a third appraiser. In such case, the average of the determinations of the three appraisers shall be conclusive and binding on the Members, unless the
determination of any of the appraisers differs from the middle determination by more than twice the amount by which the remaining determination differs from the middle determination, in which case the most disparate appraisal shall be excluded, and
the average of the remaining two determinations shall be conclusive and binding on the Members. 
 “Bankruptcy” of a Person
means the occurrence of any of the following events: (i) the filing by such Person of a voluntary case or the seeking of relief under any chapter of Title 11 of the United States Code, as now constituted or hereafter amended (the
“Bankruptcy Code”), (ii) the making by such Person of a general assignment for the benefit of its creditors, (iii) the admission in writing by such Person of its inability to pay its debts as they mature, (iv) the filing by
such Person of an application for, or consent to, the appointment of any receiver or a permanent or interim trustee of such Person or of all or any portion of its property, including the appointment or authorization of a trustee, receiver or agent
under applicable law or under a contract to take charge of its property for the purposes of enforcing a lien against such property or for the purpose of general administration of such property for the benefit of its creditors,


  
 2 









 
(v) the filing by such Person of a petition seeking a reorganization of its financial affairs or to take advantage of any bankruptcy, reorganization, insolvency, readjustment of debt,
dissolution or liquidation law or statute, or an answer admitting the material allegations of a petition filed against it in any proceeding under any such law or statute, (vi) an involuntary case is commenced against such Person by the filing of a
petition under any chapter of Title 11 of the Code and within 60 days after the filing thereof either the petition is not dismissed or the order for relief is not stayed or dismissed, (vii) an order, judgment or decree is entered appointing a
receiver or a permanent or interim trustee of such Person or of all or any portion of its property, including the entry of an order, judgment or decree appointing or authorizing’ a trustee, receiver or agent to take charge of the property of
such Person for the purpose of enforcing a lien against such property or for the purpose of general administration of such property for the benefit of the creditors of such Person, and such order, judgment or decree shall continue unstayed and in
effect for a period of 60 days, or (viii) an order, judgment or decree is entered, without the approval or consent of such Person, approving or authorizing the reorganization, insolvency, readjustment of debt, dissolution or liquidation of such
Person under any such law or statute, and such order, judgment or decree shall continue unstayed and in effect for a period of 60 days. The foregoing definition of “Bankruptcy” is intended to replace and shall supersede the definition of
“Bankruptcy” set forth in Sections 18 101(1) and 18 304 of the Act. 
 “Base Case Model” means the financial
model attached as Annex III to the ECCA and as Exhibit F to the Company LLC Agreement. 
 “Bloom” means Bloom
Energy Corporation, a Delaware corporation. 
 “Bloom Guaranty” means the Guaranty made by Bloom for the benefit of
Investor, dated on or about the date hereof. 
 “Brookside Site” means the Site described in the DDOT Site Lease. 

“Business Day” means any day other than (i) a Saturday or Sunday or (ii) a day on which commercial banks in New York City are
authorized or required to be closed. 
 “Capital Account” means an account for each Member calculated as described in
Section 4.2(b) of the Company LLC Agreement and used to distribute assets at liquidation as described in Section 10.2 of the Company LLC Agreement. 

“Capital Contribution” means, with respect to any Member, the amount of money and the initial Gross Asset Value of any
property contributed to the Company with respect to the Membership Interests in the Company held or purchased by such Member. 

“Capital Contributions Account” is defined in Section 4.3(c) of the Company LLC Agreement. 

“Cause” means fraud, gross negligence or willful misconduct of the Managing Member, solely in that capacity. 

“Certificate of Formation” has the meaning in the preliminary statements of the Company LLC Agreement. 

  
 3 









 “Change of Control” means with respect to an entity, an event in which a Person
or Persons who prior to a transaction or series of transactions, possessed, whether directly or indirectly, legally or beneficially: 
  

	 	(a)	50% or more of the equity, capital or profits interests of such entity; or 

  

	 	(b)	Control of such entity; 

 and as a result of a consummation of any transaction or series of transactions
(including any merger or consolidation}, such Person or Persons fails to maintain, whether 4irectly or indirectly, legally or beneficially, either of the elements of control listed in (a) or (b) above. 

“Claims” is defined in Section 3.6(a) of the Company LLC Agreement. 

“Class A Member” means a Member holding one or more Class A Membership Interests. 

“Class A Membership Interests” means membership interests in the Company that are held initially by Clean Technologies and
have the rights described in the Company LLC Agreement. 
 “Class A Recapture Event” means an event or occurrence of any
fact or circumstance that causes a Recapture Event that is not a Class B Recapture Event. 
 “Class B Member” means a
Member holding one or more Class B Membership Interests. 
 “Class B Member CC Maximum Amount” means, for the Class B
Member, an amount not to exceed the lesser of (i) $141,650,000 and (ii) such amount that makes such Class B Member’s actual or required net investment (Capital Contributions less actual pre-tax cash distributions from the Company to the Class B
Member made and received to date) equal $65,000,000. 
 “Class B Membership Interests” means the membership interests in
the Company that are initially held by Mehetia and having the rights described in the Company LLC Agreement. 
 “Class B Recapture
Event” means (a) an event or occurrence of any fact or circumstance that causes a denial or recapture of all or a portion of a Grant that is directly attributable to (i) a breach of the representation made by a Class B Member under
Section 3.11(c) of the Company LLC Agreement, (ii) a breach of the covenant made by a Class B Member under Section 3.12(f) of the Company LLC Agreement or (iii) any Transfer by a Class B Member or an Affiliate of a Class B
Member prohibited by Sections 9.1, 9.3(e) or 9.4(c) of the Company LLC Agreement that causes the Company or Project Company to become a Disqualified Person, or (b) any act or omission by a Class B Member (excluding voting
for a Major Decision), including any Transfer by a Class B Member or its Class B Membership Interests or a change in ownership of a Class B Member, that results in a recapture of the ITC or refundable credit under an Alternative Tax Program if an
ITC or such refundable credit is elected pursuant to Section 7.5(b)(i) of the Company LLC Agreement and claimed by such Class B Member with respect to the Systems. 

“Class Majority Vote” is defined in Section 3.2(f) of the Company LLC Agreement. 

  
 4 









 “Clean Technologies” is defined in the preamble to the ECCA. 

“Clean Technologies Indemnified Costs” means, with respect to any Class A Member, the following: 

 

	 	(a)	with respect to any indemnification, defense or hold harmless obligations under the Company LLC Agreement or the ECCA of Investor or Investor Guarantor, any and all damages, losses, claims, liabilities, demands,
charges, suits, Taxes, penalties, costs, and reasonable expenses (including court costs and reasonable attorneys’ fees and expenses of one law firm for all Clean Technologies Indemnified Parties) incurred by such Clean Technologies Indemnified
Parties, including with respect to Third Party Claims, resulting from or relating to any breach or default or misrepresentation by Investor (as itself or as a Class B Member, as applicable) or Investor Guarantor, of any representation, warranty,
covenant, indemnity or agreement under the ECCA or any other Transaction Document, including any claim for fraud or willful misconduct on the part of Investor or Investor Guarantor relating to the ECCA or any other Transaction Document; and


  

	 	(b)	with respect to any indemnification, defense or hold harmless obligations under the Company LLC Agreement or the ECCA (if applicable) of any Class B Member not covered under the preceding clause (a), any and all
damages, losses, claims, liabilities, demands, charges, suits, Taxes, penalties, costs, and reasonable expenses (including court costs and reasonable attorneys’ fees and expenses of one law firm for all Clean Technologies Indemnified Parties)
incurred by such Clean Technologies Indemnified Parties, including with respect to Third Party Claims, resulting from or relating to (i) any breach or default or misrepresentation by Class B Member or its Affiliate, as applicable, of any
representation, warranty, covenant, indemnity or agreement under the ECCA or any other Transaction Document or (ii) any claim for fraud or willful misconduct on the part of Class B Member or its Affiliate relating to the ECCA or any other
Transaction Document. 

 “Clean Technologies Indemnified Parties” means Clean Technologies and any person to
whom Clean Technologies transfers any portion of its Class A Membership Interests in accordance with Article IX of the Company LLC Agreement, and each of their respective Affiliates (other than the Company or the Project
Company) and each of their respective shareholders, partners members, officers, directors, employees, agents, and other representatives, and their respective successors and assigns. 

“Code” means the Internal Revenue Code of 1986, as amended from time to time. 

“Company” is defined in the preliminary statements to the ECCA. 

“Company Distributable Cash” means, as of any date, all cash, cash equivalents and liquid investments (excluding Capital
Contributions, Permitted Investments and any cash received in respect of the Grant) held by the Company as of such date less all reasonable reserves that, in the reasonable judgment of the Managing Member, are necessary or appropriate for the


  
 5 









 
operation of the Company consistently with the Prudent Operator Standard. Reasonable reserves shall consist of any combination of the following reserves as reasonably determined by the Managing
Member, without duplication: (i) necessary for payment of expenses included in the annual budget of the Company, (ii) necessary to prevent or mitigate an emergency situation, (iii)established with the prior written consent of the Members (by Class
Majority Vote), (iv) necessary to allow the Company to meet expenses that are clearly identified and expected with reasonable certainty to become due, but that are not included in the annual budget of the Company, (v) necessary to ensure sufficient
spare parts or the payment of operational and maintenance costs for each of the Systems, and (vi) one or more additional reserves not referred to in the preceding clauses of this definition of “Company Distributable Cash” that do not,
together with the reserves reserved pursuant to clause (vi) of the definition of Project Company Distributable Cash, in the aggregate exceed $1,600,000. 

“Company LLC Agreement” means the Amended and Restated Limited Liability Company Agreement of the Company, by and between
Clean Technologies and Mehetia, substantially in the form of Exhibit D to the ECCA and dated as of the Initial Funding Date, as the same may be amended, supplemented or replaced from time to time. 

“Company Minimum Gain” means the amount of minimum gain there is in connection with nonrecourse liabilities of the Company,
calculated in the manner described in Treasury Regulation Sections 1.704-2(b)(2) and 1.704-2(d). 
 “Confidential
Information” is defined in Section 11.12(a) of the Company LLC Agreement. 
 “Consult” or
“Consultation” means to confer with, and reasonably consider and take into account the reasonable suggestions, comments or opinions of, another Person. 

“Control” or “Controlled by” means the possession, directly or indirectly, of either of the following: 

(i) in the case of a corporation, more than 50% of the outstanding voting securities thereof; (ii) in the case of a limited liability
company, partnership, limited partnership or joint venture, the right to more than 50% of the distributions (including liquidating distributions) therefrom; (iii) in the case of a trust or estate, including a business trust, more than 50% of the
beneficial interest therein; and (iv) in the case of any other entity, more than 50% of the economic or beneficial interest therein; or in the case of any entity, the power or authority, through ownership of voting securities, by contract or
otherwise, to exercise a controlling influence over the management of the entity. 
 “Control Agreement” means the Control
Agreement to be entered into on or before the Initial Funding Date among Mehetia, Clean Technologies, the Company (or the Project Company) and the control agent party thereto, as the same may be amended from time to time. 

“Credit Agreement” means the Credit Agreement to be entered into on or before the Initial Funding Date among Project Company,
RBS Securities Inc., The Royal Bank of Scotland pie, as administrative agent and collateral agent, and the Lenders, as the same may be amended from time to time. 

  
 6 









 “Credit Documents” means the Credit Agreement and all other documents executed
or delivered in connection with the Credit Agreement, including, without limitation, the Interparty Agreement. 
 “Credit Suisse
Guarantor” means Credit Suisse (USA), Inc. 
 “Credit Suisse Guaranty” means the Guaranty made by Credit Suisse
Guarantor for the benefit of Clean Technologies, dated on or about the date hereof. 
 “CT Funding Amount’; means, on the
Initial Funding Date or on any Subsequent Funding Date, an amount that is equal to the required Progress Contribution less (i) the applicable Loan Proceeds of the Lenders and (ii) the applicable Subsequent Funding Payment of the Investor. 

“DDOT” means the Delaware Department of Transportation. 

“DDOT Site Lease” means a Lease Agreement between DDOT and the Project Company to be entered into on or prior to the Initial
Funding Date, as it may be amended to extend the term or otherwise. 
 “December Capital Contribution” means the Capital
Contribution in the amount of $16,619,339.60 made by Clean Technologies to the Company on December 30, 2011 pursuant to the Capital Contribution Agreement dated December 30, 2011 among Bloom, Clean Technologies, the Company and the Project Company.

 “Deposit Contribution” is defined in Section 2.2(b) of the ECCA. 

“Depreciation” means for each Fiscal Year or part thereof, an amount equal to the depreciation, amortization, or other cost
recovery deduction allowable for United States federal income tax purposes with respect to an asset for such Fiscal Year or part thereof, except that if the Gross Asset Value of an asset differs from its adjusted basis for United States federal
income tax purposes at the beginning of such Fiscal Year, the depreciation, amortization, or other cost recovery deduction for such Fiscal Year or part thereof shall be an amount which bears the same ratio to such Gross Asset Value as the United
States federal income tax depreciation, amortization, or other cost recovery deduction for such Fiscal Year or part thereof bears to such adjusted tax basis. If such asset has a zero adjusted tax basis, the depreciation, amortization ,or other cost
recovery deduction for each taxable year shall be determined under a method reasonably selected by the Managing Member and agreed to by Members representing a Class Majority Vote. 

“Designated Transfers” is defined in Section 9.9 of the Company LLC Agreement. 

“Disqualified Person” means (a) any federal, state or local government (or any political subdivision, agency or
instrumentality thereof); (b) any organization described in Section 501(c) of the Code and exempt from tax under Section 501{a) of the Code; (c) any entity referenced in Section 54(j){4) of the Code; {d) any foreign person or entity as defined in
Section 168{h)(2)(C) of the Code unless the exception under Section 168{h}(2)(B) of the Code applies with respect to income from the Project for that person; and {e) any partnership or other pass-through entity 

  
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(including a single-member disregarded entity), other than a real estate investment trust as defined in Section 856(a} of the Code, any direct or indirect partner (or other holder of an equity or
profits interest) of which is described in clauses (a) – (d); provided that a taxable C corporation, any of whose shareholders are ineligible to receive a Grant by virtue of being described in clauses (a) – (d) above will not
be considered a Disqualified Person. Notwithstanding the above, a Person will not be treated as a Disqualified Person if it is demonstrated to the satisfaction of the Members that a Class A Recapture Event or Class B Recapture Event, as
applicable, will not occur as a result of such Person owning a direct or indirect interest in the Company or Project Company; and provided, further that if and to the extent that Section 1603 of division B of the American Recovery and
Reinvestment Act of 2009 is amended after the date of the Agreement , the definition of “Disqualified Person” under the Agreement shall be interpreted to conform to such amendment and any Treasury guidance with respect thereto. 

“Distribution Date” means, in respect of every month commencing the month following the Initial Funding Date, the date that
falls on the last Business Day of such month. 
 “Dollars” or “$”means the lawful currency of the United
States of America. 
 “DPL” means Delmarva Power & Light Company, a DPSC regulated utility company. 

“DPL Agreements” means the service applications between the Project Company and DPL with respect to the REPS Act and the
Tariffs, whereby DPL shall (a) serve as the agent for collection of amounts due from Project Company (if any) and for disbursement of amounts due to Project Company under the QFCP-RC Tariff and (b) sell to Project Company natural gas under the Gas
Tariff. 
 “DPL Site Lease” means a Lease Agreement between DPL and the Project Company to be entered into on or prior to
the Initial Funding Date. 
 “DPSC” means the Delaware Public Service Commission, the Governmental Authority charged with
regulating DPL and issuing the Tariffs. 
 “ECCA” means the Equity Capital Contribution Agreement with respect to the
Company dated as of March 16, 2012 among Clean Technologies, the Company, the Project Company and Mehetia and all schedules and exhibits thereto. 

“Effective Date” is defined in Section 11.16 of the Company LLC Agreement. “Energy” is defined in the MESPA. 

“Encumbrance” means any charge, claim, community property interest, condition, equitable interest, lien, option, pledge,
mortgage, security interest, right of first refusal or restriction of any kind, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership. 

“Environmental Reports” means (a) the Phase I Environmental Site Assessment: Proposed Fuel Cell Facility (Brookside Site)
prepared by Terracon Consultants, Inc., dated November 15, 2011, and (b) the Phase I Environmental Site Assessment: Proposed Fuel Cell Facility (Red Lion Site) prepared by Terracon Consultants, Inc., dated November 15, 2011. 

  
 8 









 “Environmental Laws” means all Applicable Laws pertaining to the environment,
human health, safety and natural resources, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. § 9601 et seq.), and the Superfund Amendments and Reauthorization Act of
1986, the Resource Conservation and Recovery Act of 1976 (42 U.S.C. §§ 6901 et seq.), and the Hazardous and Solid Waste Amendments Act of 1984, the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Federal Water Pollution Control
Act (also known as the Clean Water Act) (33 U.S.C. §§ 1251 et seq.), the Toxic Substances Control Act (15 U.S.C.§§ 2601 et seq.), the Safe Drinking Water Act (42 U.S.C. §§ 300f et seq.), the Endangered Species Act (16
U.S.C. §§ 1531 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. §§ 1801 et seq.), and any similar or analogous state and local statutes or regulations promulgated thereunder and decisional law of any Governmental
Authority, as each of the foregoing may amended or supplemented from time to time in the future, in each case to the extent applicable with respect to the property or operation to which application of the term “Environmental Laws” relates.

 “Equity Commitment Amount” means, with respect to Clean Technologies, $25,461,843 plus the Gross Asset Value of the
membership interests in the Project Company transferred to the Company by Clean Technologies as shown in Schedule 4.2(b) to the Company LLC Agreement, and with respect to Mehetia, $41,650,000, subject to the limitation that at no time will
the actual or required net investment (Capital Contributions less actual pre-tax cash distributions from the Company to Mehetia, as applicable made and received to date) by Mehetia exceed $65,000,000. 

“Equity Contribution” is defined in Section 4.3 of the Company LLC Agreement. 

“Equity Contribution Date” is defined in Section 4.3 of the Company LLC Agreement. 

“Equity Contribution Notice” is defined in Section 4.3 of the Company LLC Agreement. 

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended. 

“Execution Date” has the meaning given in the introductory paragraph of the ECCA. 

“Exempt Wholesale Generator” means an “exempt wholesale generator” under PUHCA and the implementing regulations of
FERC. 
 “Exhibits” means, in the case of the ECCA, the exhibits attached to the ECCA and in the case of the Company LLC
Agreement, the exhibits attached to the Company LLC Agreement. 
 “Federal Power Act” or “FPA” means the
Federal Power Act of 1935, as amended. 
 “FERC” means the Federal Energy Regulatory Commission and any successor thereto.

 “Fiscal Year” is defined in Section 7.9 of the Company LLC Agreement. 

“Flip Date” means the last day of the calendar month in which Class B Member achieves an Internal Rate of Return equal to or
greater than the Target IRR. 

  
 9 









 “Funding” means the Initial Funding or any Subsequent Funding, as the case may
be. 
 “Funding Date” means the date of any Funding. 

“Funding Notice” means a notice in the form of Exhibit I to the ECCA. 

“Funding Payment” means, individually or collectively, the Initial Funding Payment and the Subsequent Funding Payments. 

“GAAP” means generally accepted accounting principles as recognized by the American Institute of Certified Public
Accountants, as in effect from time to time, consistently applied and maintained on a consistent basis for a Person throughout the period indicated and consistent with such Person’s prior financial practice. 

“Gas Tariff” means DPL’s Service Classification “LVG-QFCP-RC” filed for gas service applicable to REPS
Qualified Fuel Cell Provider Projects and approved by DPSC in Order no. 8062 dated October 18, 2011, as adopted and supplemented by DPSC’s Findings, Opinion and Order No.8079, dated December l, 2011. 

“Governmental Approval” means all filings, notifications, orders, certificates, determinations, registrations, permits,
licenses, approvals and authorizations with or of any Governmental Authority or other entity pursuant to Applicable Law. 

“Governmental Authority” means any governmental department, commission, board, bureau, agency, court or other instrumentality
of any country, state, province, county, parish or municipality, jurisdiction, or other political subdivision thereof. 
 “Grant”
means a grant (or a portion thereof) under Section 1603 of the American Recovery and Reinvestment Tax Act of 2009 with respect to a System. 

“Grant Application” means a Grant application to be filed with the Treasury under Section 1603 of the American Recovery and
Reinvestment Tax Act of 2009 and all related guidance, regulations, notices, promulgations and announcements. 
 “Gross Asset
Value” means, with respect to any asset, the asset’s adjusted tax basis for federal income tax purposes, except as follows: 
  

	 	(a)	the initial Gross Asset Value of any asset contributed by a Member to the Company shall be the Gross Fair Market Value of such asset as of the date of contribution; provided that the initial Gross Asset Values of
the assets contributed to the Company on the Initial Funding Date shall be shown in Schedule 4.2(b) to the Company LLC Agreement; 

  

	 	(b)	the Gross Asset Values of all Company assets shall be adjusted to equal their respective fair market values at the times described in Section 4.2(c) of the Company LLC Agreement; 


  
 10 










	 	(c)	the Gross Asset Value of any item of Company assets distributed to any Member shall be adjusted to equal the Gross Fair Market Value of such asset on the date of distribution; 


 

	 	(d)	the Gross Asset Values of all Company assets shall be adjusted to reflect any adjustments to the adjusted basis of such assets pursuant to Sections 734(b) or 743(b) of the Code, but only to the extent that such
adjustments are required to be taken into account in determining Capital Accounts pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m); provided, however, that Gross Asset Values shall
not be adjusted pursuant to this subsection (d) to the extent that the Managing Member determines that an adjustment pursuant to subsection (b) is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment
pursuant to this subsection (d); and 

  

	 	(e)	if the Gross Asset Value of an asset has been determined or adjusted pursuant to subsection (a), (b) or (d) above, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect
to such asset. 

 “Gross Fair Market Value” means, with respect to any asset, the fair market value of the
asset as reasonably determined by the Managing Member and agreed to by Members representing a Class Majority Vote. 
 “Guaranteed
Initial Delivery Date” has the meaning set forth in the QFCP-RC Tariff. “Guidance” means the guidance issued on July 9, 2009, by the Treasury for payments for specified energy property in lieu of tax credits under the
American Recovery and Reinvestment Act of 2009 (as updated on March 15, 2010 and in April 2011), the Frequently Asked Questions and Answers issued by the Treasury on January 8, 2010 and June 25, 2010, as updated in April 2011, and any other guidance
or clarification, addition or supplement thereto issued by the Treasury or any other Governmental Authority. 
 “Hedge
Support” means any letters of credit, guarantees, bonds, surety contracts and other credit support arrangements (and any related reimbursement obligation) to support the payment and performance obligations of the Project Company under any
hedge agreement to which the Project Company is a party. 
 “HSR Act” means the Hart Scott Rodino Antitrust Improvements
Act of 1976, as amended and the regulations adopted thereunder. 
 “Independent Accounting Firm” means an accounting firm
that is mutually acceptable to Class A Members holding a majority of the Class A Membership Interests, and Class B Member and if the foregoing Members cannot agree, then one of Deloitte Touche Tohmatsu, Ernst & Young, KPMG International or
PricewaterhouseCoopers as chosen by the Managing Member; provided that, any such accounting firm is not the Accounting Firm. 

“Independent Engineer” means SAIC Energy, Environment & Infrastructure, LLC.

“Independent Engineer Report” means the report of the Independent Engineer to be dated on or before the Initial Funding Date.


  
 11 









 “Indemnified Costs” means Investor Indemnified Costs or Clean Technologies
Indemnified Costs, as the context requires. 
 “Indemnified Party” means an Investor Indemnified Party or Clean
Technologies Indemnified Party, as the context requires. 
 “Indemnifying Party” means Mehetia or Clean Technologies, as
the context requires. 
 “Initial Funding” is defined in Section 2.3 of the ECCA. 

“Initial Funding Date” means the date described in Section 2.3 of the ECCA. 

“Initial Funding Payment” is defined in Section 2.2(a) of the ECCA. 

“Initial Funding Termination Date” means March 31, 2014 or any later date agreed to by Investor and Clean Technologies. 

“Insurance Report” means the Insurance Due Diligence Summary prepared by Moore McNeill, LLC, to be dated on or before the
Initial Funding Date. 
 “Interconnection Point” is defined in the MESPA. 

“Internal Rate of Return” means, with respect to Class B Member and at any time of determination, the discount rate that sets
A equal to B, where A is the present value of (a) cash (including the proceeds of any Grant, or, if elected pursuant to Section 7.5(b)(i) of the Company LLC Agreement, the proceeds of any similar successor cash program or cash received from
an Alternative Tax Program) distributed to Class B Member and, if the ITC is elected pursuant to Section 7.5(b)(i) of the Company LLC Agreement and the Class B Member consents in writing to inclusion of such ITC in its Internal. Rate of
Return, the value of any ITC claimed on Systems to the extent allocated to Class B Member assuming a 35% federal income tax rate plus (b) any indemnity payments received by Class B Member that compensate for loss of any item listed in the foregoing
clause (a), and B is the present value of the various Capital Contributions made by Class B Member. 
 “Interparty
Agreement” means an Interparty Agreement to be entered into on or before the Initial Funding Date among the Project Company, Company, Clean Technologies, Investor and The Royal Bank of Scotland pie, as the same may be amended from time to
time. 
 “Investor” is defined in the preliminary statements to the ECCA. “Investor Guarantor” means the Credit
Suisse Guarantor. “Investor Guaranty” means the Credit Suisse Guaranty. 
 “Investor Indemnified Costs” means,
with respect to Class B Member, the following: 
  

	 	(a)	 with respect to any indemnification, defense or hold harmless obligations under the Company LLC Agreement or the
ECCA of Clean Technologies or its Affiliates, any and all damages, losses, claims, liabilities, demands, charges, suits, Taxes, penalties, costs, and reasonable expenses (including court costs and reasonable attorneys’ fees and expenses of one
law firm for all Investor 



  
 12 










	 	 
Indemnified Parties) incurred by such Investor Indemnified Parties, including with respect to Third Party Claims, resulting from or relating to (i) any breach or default or misrepresentation by
Clean Technologies (as itself or as a Class A Member, Managing Member or Tax Matters Partner) or any Affiliate of Clean Technologies, as applicable, of any representation, warranty, covenant, indemnity or agreement under the ECCA or any other
Transaction Document, including (A) in its capacity as Managing Member under the Company LLC Agreement in accordance with the terms thereof and (B) in its capacity as Tax Matters Partner under Section 7.7(b) and Section 7.7(c) of the
Company LLC Agreement in accordance with the terms thereof, (ii) any claim for fraud or willful misconduct on the part of Clean Technologies or any Affiliate of Clean Technologies relating to the ECCA or any other Transaction Document, (iii)
resulting from Project Company (or any of the Systems) not qualifying for (or becoming disqualified under) the REPS Act or the Tariffs as a result of any act or omission by Bloom or any Affiliate of Bloom (including, without limitation,
(A) Bloom failing to achieve commercial operation (as defined in the QFCP-RC Tariff) of 5 MW of Systems by March 31, 2013 (unless such date has been extended in accordance with the QFCP-RC Tariff), (B) Bloom failing to achieve commercial
operation (as defined in the QFCP-RC Tariff) of 30 MW of Systems, of which at least 20 MW of Systems were actually manufactured by Bloom in the State of Delaware by September 30, 2014 (unless such date has been extended in accordance with the
QFCP-RC Tariff), (C) Bloom failing to be manufacturing fuel cells capable of being powered by renewable fuels from a permanent manufacturing facility located in the State of Delaware as of the date-of Commencement of Operations (as defined in the
MESPA) of the full nameplate capacity of the Portfolio, or (D) any of the acts or omissions set forth in Section 4.3 of the MESPA}, (iv) Bloom failing to be in compliance with the Letter Agreement (including, if so required by the State of Delaware,
posting the security referred to in the Letter Agreement upon or prior to the Commencement of Operation of the first System) or (v) any surcharges pursuant to the Tariffs being deemed a tax under Delaware law; and 



 

	 	(b)	with respect to any indemnification, defense or hold harmless obligations under the Company LLC Agreement or the ECCA (if applicable) of any other Class A Member not covered under the preceding clause (a), any and all
damages, losses, claims, liabilities, demands, charges, suits, Taxes, penalties, costs, and reasonable expenses (including court costs and reasonable attorneys’ fees and expenses of one law firm for all Investor Indemnified Parties) incurred by
such Investor Indemnified Parties, including with respect to Third Party Claims, resulting from or relating to (i) any breach or default or misrepresentation by such Class A Member or its Affiliate, as applicable, of any representation, warranty,
covenant, indemnity or agreement under the ECCA or any other Transaction Document or (ii) any claim for fraud or willful misconduct on the part of such Class A Member or its Affiliate relating to the ECCA or any other Transaction Document.


 “Investor Indemnified Parties” means the Mehetia Indemnified Parties. 

“IP Rights” is defined in Section 3.1(x) of the ECCA. 

  
 13 









 “ITC” means the 30% investment tax credit under Section 48 of the Code.
“IRS” means the Internal Revenue Service or any successor agency. 
 “Knowledge” means, with respect to Clean
Technologies, the Company and the Managing Member, the actual knowledge after due inquiry of the senior managers of the Company listed below in the positions set forth next to such person’s name or their successors or replacements in such
positions. 
  

			
	 Name
	  	 Position

		
	William H. Kurtz	  	President
		
	William E. Brockenborough	  	Vice President, General Manager
		
	Martin J. Collins	  	Vice President
		
	Scott Reynolds	  	Vice President
		
	Kevin Passalacqua	  	Vice President
		
	Manford Leonard	  	Vice President, Secretary

 “kW” means kilowatt or one thousand watts of Energy. 

“Legal Requirement” means any law (including common law), statute, act, decree, ordinance, rule, directive (to the extent
having the force of law) order, treaty, code or regulation (including any of the foregoing relating to health or safety matters or any Environmental Law) or any interpretation of any of the foregoing, as enacted, issued or promulgated by any
Governmental Authority, including all amendments, modifications, extensions, replacements or re-enactments thereof. 

“Lenders” means The Royal Bank of Scotland pie and the various financial institutions party to the Credit Agreement in their
capacity as lenders thereunder. 
 “Letter Agreement” means that certain Letter Agreement dated October 10, 2011 between
Bloom and the State of Delaware, as may be amended from time to time. 
 “Liens” means any liens, pledges, claims, security
interests, easements, rights of way, mortgages, deeds of trust, covenants, restrictions, rights of first refusal or defects in title. 

“LLC Agreement Termination Date” is defined in Section 2.4 of the Company LLC Agreement. 

“Loan Proceeds” is defined in Section 2.7(h) of the ECCA. 

  
 14 









 “Major Decisions” means: 

With respect to the Pre-Flip Period, any of the following: 
  

	 	(a)	Any sale, lease or other voluntary disposition of assets of the Project Company or Membership Interests in the Project Company with an aggregate fair market value in excess of $250,000 during any 12 month period, but
excluding sales of (i) energy sold under the PJM Agreements or excess energy produced by Systems, (ii) environmental attributes of energy sales (such as renewable energy credits and carbon allowances), (iii) ancillary benefits of energy
sales (such as capacity credits) and (iv) surplus or obsolete assets; 

  

	 	(b)	The Company or the Project Company taking action to (i) cancel, suspend or terminate any Material Contract, (ii) assign, release or relinquish the rights or obligations of (or any security posted by) any party to, or
amend (A) the DPL Agreements, the PJM Agreements, the Credit Agreement, the Interparty Agreement, any Collateral Document (as defined in the Credit Agreement) or any other Credit Document (solely to the extent the amendment of any other such Credit
Document could reasonably be expected by the Managing Member to have a Material Adverse Effect on the Class B Members), other than any such assignment or release made in accordance with its express terms, or (B) any other Material Contract if (with
respect to this clause (B) only) any of the foregoing items in this clause (ii) could reasonably be expected to have a Material Adverse Effect on the Company or the Project Company, (iii) renew or enter into any replacement Material Contract except
to the extent such renewal or replacement is on substantially the same terms as the original Material Contract, (iv) replace the Administrator under the Administrative Services Agreement, (v) replace the manager or operator under the MOMA, or (vi)
enter into any new Material Contract; provided that none of the following will be considered a Major Decision: (v) taking any of the actions referred to above in this paragraph (b) in connection with a Material Contract with respect to
assets that are excluded from paragraph (a) above, (w) entry into the DPL Agreements or the PJM Agreements, (x) taking any of the actions referred to above in this paragraph (b) if such actions (1) are required by any Governmental Authority or (2)
involve agreements or instruments as to which such actions otherwise are permitted under the Company LLC Agreement, (y) the replacement of (I) any permit or (2) any Hedge Support with other Hedge Support that provides up to a comparable amount of
credit support with comparable obligations, and (z) the enforcement or management of contracts with suppliers; 

  

	 	(c)	The Company adopting, amending or exceeding the Annual Budget for the Project Company, except that the following will not be considered a Major Decision: (i) adoption of an Annual Budget containing an aggregate
expense amount for any Fiscal Year that is not more than [***] above the annual spending projected in the Base Case Model for such Fiscal Year or [***] above the aggregate expense amount reflected in the Annual Budget for the previous Fiscal Year,
(ii) spending up to [***] of the aggregate expense amount reflected in the Annual Budget for a Fiscal Year and (iii) emergency spending above the [***] limit, except that non-recurring budget items that are not included in the Base Case Model
and that are not incurred or expected to be incurred in the Ordinary Course of Business will be excluded when applying the percentages in this paragraph; 

  

[***] Confidential Treatment Requested 

  
 15 










	 	(d)	Approval of any transactions (other than other transactions contemplated by any of the Transaction Documents) between the Company or the Project Company, as the case may be, and any member thereof, the Administrator, or
any Affiliates of any member of the Company or the Project Company, other than those entered into on an arm’s length basis; 

  

	 	(e)	Any settlement of claims, litigation, arbitration, criminal investigation or criminal proceedings (excluding the payment of undisputed liquidated damages) involving the Company, the Project Company or the Managing
Member (only to the extent such investigation or proceeding relates to its actions or failure to act in such capacity) or any of their respective officers, managers or directors except if the settlement is not with any Affiliate of Bloom and, as a
result of such settlement, the Company and/or the Project Company would not be obligated to pay more than $250,000 in the aggregate; 

  

	 	(f)	Change, amend or substitute the insurance required to be maintained by the Company pursuant to the ECCA or the Company LLC Agreement in a manner that would cause such insurance to be materially different from the
insurance requirements prescribed therein; 

  

	 	(g)	Any action that would cause the Company or the Project Company to engage in any business or activity that is not within the purpose of such entity, as set forth in such entity’s organizational documents, or to
change such purpose; 

  

	 	(i)	any action that would cause the Company to remove the Managing Member or fill any vacancy for the Managing Member as provided in Section 8.2(c) of the LLC Agreement or any action that would cause the Project
Company to remove the manager of the Project Company or fill any vacancy for the manager of the Project Company, (ii) any merger or consolidation of the Company or the Project Company, (iii) the acquisition of all or substantially all of the assets
or ownership interests of another Person, (iv) sale of all or substantially all of the assets of the Company or the Project Company and (vi) the taking of any action by the Company or the Project Company described in clauses (i), (ii), (iii), (iv),
(v) or (vi) of the definition of “Bankruptcy”; 

  

	 	(h)	Granting of any Encumbrance on the assets or rights of the Company or the assets and rights of the Project Company other than Permitted Liens; 


 

	 	(i)	Any incurrence or guarantee of indebtedness for borrowed money or capitalized lease obligations in excess of $1,000,000 (other than capital leases) in the aggregate for the Company and the Project Company;


  

	 	(j)	Any issuance or redemption by the Company or Project Company of any Membership Interests or other equity interest of any kind in the Company or Project Company other than any issuance permitted under Section
4.1(c) of the Company LLC Agreement; 


  
 16 










	 	(k)	Any amendment or cancellation of the certificate of formation of the Company or the Project Company or amendment of the Project Company LLC Agreement; 


 

	 	(l)	The admission of any additional member in the Company or Project Company, other than pursuant to terms of the Company LLC Agreement or Project Company LLC Agreement; 


 

	 	(m)	The hiring by the Company or the Project Company of any employees or entering into any bonus, profit sharing, thrift, compensation, option, pension, retirement, savings, welfare, deferred compensation, employment,
termination, severance or other employee benefit plan, agreement, trust, fund policy or arrangement for the benefit or welfare of any directors, officers or employees of the Company or the Project Company; 


 

	 	(n)	Any change in the Company’s or Project Company’s legal form or any recapitalization, liquidation, winding-up or dissolution of the Company or Project Company (except as permitted under the Company LLC
Agreement or the Project Company LLC Agreement); 

  

	 	(o)	Permitting (i) the possession of property of the Company by any Member, (ii) the assignment, transfer or pledge of rights of the Company in specific property of the Company for other than a Company purpose or other than
for the benefit of the Company or (iii) any commingling of the funds of the Company with the funds of any other Person; 

  

	 	(p)	Electing that the Company be treated other than as a partnership for United States federal income tax purposes or electing that the Project Company be treated other than as a “disregarded entity” for United
States federal income tax purposes; 

  

	 	(q)	Amending, or choosing to fail to obtain or, as a result of the breach of its terms, causing the revocation of, any governmental approval required for the operation, ownership, management or maintenance of the Systems or
the sale or transmission of electric energy in a manner that would have a Material Adverse Effect or fail to maintain the status of the Company as an Exempt Wholesale Generator or taking any action that would cause the Company to cease to be an
Exempt Wholesale Generator or a member of PJM; 

  

	 	(r)	Engaging in any speculative financial activities, excluding (i) sales of energy and (ii) other hedge or swap arrangements, renewable energy credit sales, forward contracts and similar transactions and other
transactions in effect on the Initial Funding Date or any Subsequent Funding Date, as applicable, for the Systems and replacements therefor, in each case, entered into in the Ordinary Course of Business for the Portfolio; 


 

	 	(s)	Lending any funds from the Company to any Person; 


  
 17 










	 	(t)	Engaging in any act that, if taken, would reasonably be expected to cause a Class A Recapture Event; 

  

	 	(u)	If a Grant is not available with respect to certain Systems, electing under any Alternative Tax Program pursuant to Section 7.5(b)(i) of the Company LLC Agreement; 


 

	 	(v)	Ordering the purchase of a System other than for the Project; 

  

	 	(w)	Not pursuing the rights and remedies under any agreement with Bloom or its Affiliates after a failure to cure within the applicable cure period, including, without limitation, the MOMA, the MESPA or the Administrative
Services Agreement; 

  

	 	(x)	Selling or disposing of any energy calls purchased on or prior to the Initial Funding Date other than at or around their expiration date; 


 

	 	(y)	Authorizing or permitting the Company to make a capital contribution to the Project Company except in accordance with Sections 4.3 and 4.4 of the LLC Agreement; 


 

	 	(aa)	Making any material tax election, or causing the Company to cause the Project Company to make any material tax election, other than as provided in the Company LLC Agreement; 


 

	 	(bb)	Taking any act in contravention of or in breach of the Company LLC Agreement or the organizational documents of the Company or the Project Company; 


 

	 	(cc)	Causing the Company or causing the Company to cause the Project Company to change its method of accounting, except as required by GAAP, or taking any action with respect to accounting policies or procedures, unless
required by GAAP; 

  

	 	(dd)	Making any distribution to any Member or causing any distribution to be made by the Company or the Project Company except as specified in the Company LLC Agreement or Project Company LLC Agreement; 


 

	 	(ee)	Causing the Company or causing the Company to cause the Project Company to knowingly take or omit to take any action that would result in a material breach or an event of default, or that would permit or result in the
acceleration of any obligation or termination of any right, under any Material Contract; 

  

	 	(ff)	Causing the Company or causing the Company to cause the Project Company to form any Person, including any Subsidiaries; and 

  

	 	(gg)	Taking any action in violation of, or inconsistent with, the REPS Act or any of the Tariffs, including, without limitation causing the Project Company to sell any electricity other than to PJM. 


  
 18 









 With respect to the period following the Flip Date, the matters in paragraph (a) above shall be
Major Decisions, except that any such matter will be a Major Decision only with respect to the sale, lease or other voluntary disposition of assets at a price other than for fair market value, and the matters in clauses (g), (o) and (p) shall also
be Major Decisions. 
 “Majority Vote” is defined in Section 3.2(f) of the Company LLC Agreement. 

“Managing Member” is defined in Section 8.2Ca) of the Company LLC Agreement. 

“Material Adverse Effect” means a material adverse effect on the business, assets, liabilities, financial condition or
results of operations of the Project Company, excluding any effect resulting from (a) effects of weather or meteorological events, (b) general industry strikes, work stoppages or other labor disturbances, or (c) the execution or delivery of the
Transaction Documents or the transactions contemplated in them or the announcement of such transactions. An adverse effect will be considered “material” under this definition for purposes of the conditions precedent to closing in
Sections 2.5, 2.6, 2.7 and 2.8 of the ECCA if it will cause a reduction of at least $1,000,000 in the aggregate, across one or more conditions precedent, in the sum of the net present values of the Grants and Project Company
Distributable Cash from the Portfolio through the Flip Date as projected in the Base Case Model. An adverse effect will be considered “material” under this definition for purposes of any post-closing indemnities for breach of
representations if it is reasonably likely to cause a reduction of at least $1,000,000 in the aggregate in the sum of the net present values of the Grants and Project Company Distributable Cash from the Portfolio over the period from the Initial
Funding Date through the Flip Date as projected in the Base Case Model. The net present value will be calculated by discounting to the Initial Funding Date for the Portfolio, a Grant and Project Company Distributable Cash received through the date
of calculation and discounting the remaining Grants and cash through the projected Flip Date in the Base Case Model using the Target IRR as the discount rate. 

“Material Contract” means (a) a contract for the sale of electricity or transmission services of a System for a term of more
than one year, (b) a contract, lease, indenture or security agreement under which the Company or the Project Company (i) has created, incurred, assumed or guaranteed any indebtedness for borrowed money or obligations under any lease that, in
accordance with GAAP, or international financial reporting standards, as applicable, should be capitalized, (ii) has created a mortgage, security interest or other consensual encumbrance on any property with a fair market value of more than
$250,000 (other than any Permitted Liens), or (iii) has a reimbursement obligation in respect of any letter of credit, guaranty, bond, or other credit or collateral support arrangement required to be maintained by the Project Company under the
terms of any contract referred to in clause (a) above, (c) a contract for management, operation or maintenance of the Company, the Project Company or a System that requires payments of more than $250,000, (d) a product warranty or repair contract by
or with a manufacturer or vendor of equipment owned or leased by the Project Company with a fair market value of more than $250,000, (e) any other contract that is expected to require payments by the Company or the Project Company, in the
aggregate, of more than $250,000 per calendar year and (f) the MESPA, the DPL Agreements, the PJM Agreements, the MOMA, the Site Leases, the Credit Agreement, the Interparty Agreement, the Collateral Documents (as defined in the Credit Agreement),
any other Credit Document, the Administrative Services Agreement or any Transaction Document. 

  
 19 









 “MBR Authority” is defined in Section 2.7(n) of the ECCA. 

“Mehetia” is defined in the preamble to the ECCA. 

“Mehetia Indemnified Parties” means Mehetia and any person to whom Mehetia transfers any portion of its Class B Membership
Interests in accordance with Article IX of the Company LLC Agreement, and each of their respective Affiliates and each of their respective shareholders, partners members, officers, directors, employees, agents, and other representatives, and
their respective successors and assigns. 
 “Member” means any Person executing the Company LLC Agreement as of the date of
the Company LLC Agreement as a member of the Company or any Person admitted to the Company as a member as provided in the Company LLC Agreement (each in the capacity as a member of the Company), but does not include any Person who has ceased to be a
member of the Company. 
 “Member Loan” means any loan or advance made by (i) a Class B Member to the Company or (ii) the
Company to the Project Company, pursuant to Section 4.5 of the Company LLC Agreement. 
 “Member Nonrecourse Debt”
means “partner nonrecourse debt” as defined in Treasury Regulation Section l.704-2(b)(4). An example is where a Member or a person related to the Member makes a loan on a nonrecourse basis to the Company. 

“Member Party” is defined in Section 3.6(a) of the Company LLC Agreement. “Membership Interest” means the
interest of a Member in the Company, including rights to distributions (liquidating or otherwise), allocations, and to vote, consent or approve, if any. 

“MESPA” means the Master Energy Server Purchase Agreement, dated as of the Initial Funding Date, between Bloom and the
Project Company. 
 “Minimum Gain Attributable to Member Nonrecourse Debt” means the amount of minimum gain there is in
connection with a Member Nonrecourse Debt, calculated in the manner described in Treasury Regulation Section l.704-2(i)(3). 

“MOMA” means the Master Operation and Maintenance Agreement, dated as of the Initial Funding Date, between the Project
Company and the Operator, as such agreement may be amended, supplemented or replaced from time to time. 
 “Moody’s”
means Moody’s Investor Service, Inc. 
 “MW” means megawatt or one million watts of Energy. 

“Nonrecourse Deduction” means a deduction for spending that is funded out of nonrecourse borrowing by the Company or that is
otherwise attributable to a “nonrecourse liability” of the Company within the meaning of Treasury Regulation Section l.704-2. 

“Notice” is defined in Section 11.1 of the Company LLC Agreement. 

  
 20 









 “Operations Report” is defined in Section 7.1(a) of the Company LLC
Agreement. 
 “Operator” means Bloom. 

“Ordinary Course of Business” means the ordinary conduct of business consistent with past custom and practice (including with
respect to quantity and frequency). 
 “Original Operating Agreement” is defined in the preliminary statements of the
Company LLC Agreement. 
 “Party” means, for purposes of the ECCA, a party to the ECCA and for purposes of the Company LLC
Agreement, a party to the Company LLC Agreement. 
 “Percentage Interest” means the percentage interest shown for a Class A
Member or Class B Member, as applicable, in Schedule 4.2(d) of the Company LLC Agreement as updated from time to time. 

“Permitted Encumbrance” means Encumbrances provided for under the Transaction Documents, liens for Taxes not yet due and
payable for which adequate reserves have been provided in accordance with GAAP and restrictions on transfer of the Membership Interests under any applicable federal, state or foreign securities law. 

“Permitted Investments” means any of the following having a maturity of not greater than one year from the
date of issuance thereof: (a) readily marketable direct obligations of the government of the United States of America or any agency or instrumentality thereof or obligations unconditionally guaranteed by the full faith and credit of the government
of the United States of America, (b) insured certificates of deposit of or time deposits with any commercial bank that is a member of the Federal Reserve System, issues (or the parent of which issues) commercial paper rated as described in clause
(c) below, is organized under the laws of the United States or any State thereof and has combined capital and surplus of at least $1,000,000,000.00 or (c) commercial paper issued by any corporation organized under the laws of any State of the United
States and rated at least “Prime-1” (or the then equivalent grade) by Moody’s Investors Service, Inc. or “A-1” (or the then equivalent grade) by Standard & Poor’s Corporation. 

“Permitted Liens” means (a) Liens for taxes not yet due or that are being contested in good faith by appropriate proceedings
and for which adequate reserves have been established in accordance with GAAP (b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, employees’, contractors’, operators’ or other similar Liens
or charges securing the payment of expenses not yet due and payable that were incurred in the Ordinary Course of Business of the Project Company or for amounts being contested in good faith and by appropriate proceedings, (c) trade contracts or
other obligations of a like nature incurred in the Ordinary Course of Business of the Project Company, (d) obligations or duties to any Governmental Authority arising in the Ordinary Course of Business (including under licenses and permits held by
the Project Company and under all applicable laws, rules, regulations and orders of any Governmental Authority), (e) obligations or duties under easements, leases or other property rights, (f) Liens arising out of judgments or awards so
long as an appeal or proceeding for review is being prosecuted in good faith and for the payment of which adequate reserves in accordance 

  
 21 









 
with GAAP, bonds or other security have been provided or are fully covered by insurance, (g) Liens of record and zoning and other land use restrictions that do not impair the value or intended
use of a System, (h) security interests granted to satisfy credit support obligations or margin requirements under any existing or subsequently entered into power purchase agreement, power sales agreement, natural gas supply agreement
(including the DPL Agreements), or swap or hedge agreement, in each case, in which the Project Company (but not any Affiliate of the Project Company) is the counterparty to such agreement, (i) Permitted Encumbrances, (j) with respect to the Project
Company, easements, rights-of-way, restrictions, reservations and other similar encumbrances and exceptions to title existing or incurred in the ordinary course of business that, in the aggregate, do not in any case materially detract from the value
of the property subject thereto or materially interfere with the ordinary conduct of the business of Clean Technologies and the Project Company, taken as a whole, (k) Liens created pursuant to any Credit Document and (l) all other encumbrances and
exceptions that are incurred in the Ordinary Course of Business of the Portfolio, are not incurred for borrowed money, and do not have a Material Adverse Effect on either the use of any material assets of the Project Company as currently used or the
value of any such assets; provided, however, that the foregoing excludes any Liens held by Bloom or its Affiliates. 
 “Permitted
Transfers” is defined in Section 9.5 of the Company LLC Agreement. 
 “Person” means an individual,
corporation, partnership, limited liability company, association, trust, unincorporated organization, or other entity. 

“PJM” means PJM Interconnection, LLC, a regional transmission organization. 

“PJM Agreements” is defined in the QFCP-RC Tariff. 

“PJM Grid” means the PJM electricity transmission grid. 

“PJM Market” means the PJM Interchange Energy Market which Project Company is to sell all of its energy, capacity, ancillary
services and environmental attributes pursuant to the QFCP-RC Tariff and the PJM Agreements, and any PJM successor market. 

“Placed in Service” means with respect to any System, the completion of or the performance of all of the following
activities: (1) obtaining the necessary licenses and permits for the operation of the System and sale of Energy, capacity, ancillary services and RECs generated by (or attributable to) the System, (2) completion of critical tests necessary for
proper operation of such System, (3) synchronization of such System onto the PJM Grid, and (4) the commencement of daily operation of such System. 

“Portfolio” is defined in the preliminary statements of the ECCA. 

“Pre-Flip Period” means the period commencing on the Initial Funding Date and ending on the Flip Date. 

“Prime Rate” means a rate per annum equal to the lesser of (a) the prime rate published from time to time in The Wall
Street Journal, and (b) the maximum rate permitted by Applicable Laws. 

  
 22 









 “Pro Rata Shares” means, with respect to (i) any Class A Member, such Class A
Member’s Class A Membership Interests divided by the aggregate Class A Membership Interests of all Class A Members or (ii) any Class B Member, such Class B Member’s Class B Membership Interests divided by the aggregate Class B Membership
Interests of all Class B Members. 
 “Progress Contributions” is defined in Section 2.2(b)(ii) of the ECCA. 

“Project” is defined in the preliminary statements of the ECCA. 

“Project Company” means Diamond State Generation Partners, LLC. 

“Project Company Distributable Cash” means, as of any date, all cash, cash equivalents and liquid investments (excluding
Capital Contributions, Permitted Investments and any cash received in respect of the Grant) held by the Project Company as of such date less all reasonable reserves that, in the reasonable judgment of the manager of the Project Company, are
necessary or appropriate for the operation of the Project Company or the Systems consistently with the Prudent Operator Standard. Reasonable reserves shall consist of any combination of the following reserves as reasonably determined
by the manager of the Project Company, without duplication: (i) necessary for payment of expenses included in the Annual Budget, (ii) necessary to prevent or mitigate an emergency situation, (iii) established with the prior written
consent of the Members (by Class Majority Vote), (iv) necessary to allow the Project Company to meet expenses that are clearly identified and expected with reasonable certainty to become due, but that are not included in the
Annual Budget, (v) necessary to ensure sufficient spare parts or the payment of operational and maintenance costs for each of the Systems and (vi) one or more additional reserves not referred to in the preceding clauses of
this definition of “Project Company Distributable Cash” that do not, together with the reserves reserved pursuant to clause (vi) of the definition of Company Distributable Cash, in the aggregate
exceed $1,600,000. 
 “Project Company LLC Agreement” means the Amended and Restated Limited Liability Company
Agreement of the Project Company, substantially in the form of Exhibit E to the ECCA, and dated as of the Initial Funding Date, as the same may be amended, supplemented or replaced from time to time. 

“Projected Contribution Schedule” means the projected schedule of Capital Contributions to be made by Clean Technologies and
Investor at each Funding attached to the ECCA as Annex II. 
 “Prudent Operator Standard” means that a Person will (i)
perform its duties in compliance with the requirements of the Material Contracts, (ii) perform the duties in accordance with commercially reasonable applicable fuel cell industry standards (A) taking into account through the Flip Date the need to
maintain qualification for a Grant (or if unavailable, the Alternative Tax Program) and to avoid any Class A Recapture Event and (B) that the Portfolio must qualify for and remain qualified to receive service under the QFCP-RC Tariff, and (iii) use
sufficient and properly trained and skilled personnel. 
 “PUHCA” means the Public Utility Holding Company Act of 2005 and
FERC’s implementing regulations. 

  
 23 









 “Purchase Option” is defined in Section 9.7 of the Company LLC Agreement.
“Purchase Option Date” is defined in Section 9.7 of the Company LLC Agreement. 
 “Purchase Option
Price” means the greater of (i) the fair market value of the Class B Membership Interests on the Purchase Option Date as determined by agreement between Class B Member transferring its Class B Membership Interests and the Class A Members
and (ii) an amount sufficient to cause Class B Member to achieve an Internal Rate of Return equal to [***]%; provided, however, that should Class B Member transferring its Class B Membership Interests and the Class A Members fail to
agree on such fair market value within 30 days of the date on which the Purchase Option Exercise Notice is provided, such fair market value shall be determined by the Appraisal Method which shall be then automatically invoked unless all of the
Members otherwise agree in writing. 
 “Purchase Option Exercise Notice” is defined in Section 9.7 of the Company
LLC Agreement. 
 “QFCP-RC Tariff” means DPL’s Service Classification “QFCP-RC” for REPS Qualified Fuel Cell
Provider Projects as approved by DPSC in Order no. 8062 dated October 18, 2011, as adopted and supplemented by DPSC’s Findings, Opinion and Order No. 8079, dated December l, 2011. 

“Quarter” means a calendar quarter. 

“Qualified Transferee” means, with respect to any proposed Transfer, (A) an entity that (i) has (x) owned or
operated for a period of at least three (3) years (within the then most recent four year period), and at the time of such Transfer continues to own and operate, solid oxide fuel cell power generating systems or (y) engaged a Person who has owned or
operated for a period of at least three (3) years (within the then most recent four year period), and at the time of such Transfer continues to own and operate, solid oxide fuel cell power generating systems, and (ii) either (x) has a
credit rating of “BBB-” or higher by S&P and “Baa3” or higher by Moody’s, or (y) has annual revenues of not less than $5,000,000 and a tangible net worth of at least $200,000,000
or (B) such other entity with respect to which the consent of Investor has been obtained. 
 “Recapture Claim” means a
written notice provided by the Class A Members to the Company and Class B Member with respect to Recapture Damages caused by a Class B Recapture Event or by Class B Member to the Company and the Class A Members with respect to Recapture Damages
caused by a Class A Recapture Event. 
 “Recapture Damages” means the amount of (i) any portion of any payment required to
be made to the United States of America (or any agency or instrumentality thereof), as applicable, resulting from all or any portion of the Grant or any successor grant program or cash-based subsidy being “recaptured” or denied that is
paid by Class B Member, in the case of a Class A Recapture Event, or by the Class A Members, in the case of a Class B Recapture Event, and (ii) with respect to a Member if the Grant, any successor grant program or cash-based subsidy is unavailable
with respect to any System, such Members’ share of any payment required to be made by such Member to the United States of America (or any agency or instrumentality thereof) resulting from the recapture or denial of all or any portion of any
refundable tax credit or ITC with respect to such System. 
  
 [***] Confidential
Treatment Requested 

  
 24 









 “Recapture Event” means an event that results in denial or recapture of the
Grant, or any Alternative Tax Program, or a portion thereof, by Treasury or any other Governmental Authority. 
 “Recapture
Period” means, with respect to any System, the period from the date on which the System is placed in service for federal income tax purposes until the 5th anniversary of the date the System is placed in service for federal income tax
purposes. 
 “RECs” means any credits, credit certificates, green tags or similar environmental or green energy attributes
(such as those for greenhouse reduction or the generation of green power or renewable energy) created by a governmental agency or independent certification board or group generally recognized in the electric power generation industry, and generated
by or associated with the System or electricity produced therefrom, but excluding the Grants and ITC. 
 “Red Lion Site”
means the Site described in the DPL Site Lease. “Refund Notice” is defined in Section 2.2(g) of the ECCA. “Refund Payment Date” is defined in Section 2.2(g) of the ECCA 

“Representatives” means, with respect to any Person, the managing member(s), the officers, directors, employees,
representatives or agents (including investment bankers, financial advisors, attorneys, accountants, brokers and other advisors) of such Person, to the extent that such officer, director, employee, representative or agent of such Person is acting in
his or her capacity as an officer, director, employee, representative or agent of such Person. 
 “REPS Act” means the
Renewable Energy Portfolio Standards Act, as amended most recently by S.B. 124, enacted July 10, 2011 (Title 26, Chap. 1, section 351 et seq. of the Code of the State of Delaware). 

“Required Ratings” means a long-term senior unsecured credit rating, long-term local issuer credit rating or insurer
financial strength rating of at least A- by Standard & Poor’s Corporation or A3 by Moody’s Investors Service, Inc. or, if either agency is not then in the business of providing ratings, equivalent ratings from any other entity that is
then a nationally recognized statistical rating organization. 
 “Sale Notice” is defined in Section 9.8(a) of the
Company LLC Agreement. 
 “Sale Option” is defined in Section 9.8(a) of the Company LLC Agreement. 

“Sale Option Date” is defined in Section 9.8(a) of the Company LLC Agreement. 

“Sale Price” means the fair market value of the Class B Membership Interests on the Sale Option Date as determined by
agreement between Class B Member transferring its Class B Membership Interests and the Class A Member; provided, however, that should Class B Member transferring its Class B Membership Interests and the Class A Member fail to agree on such fair
market value within 30 days of the date on which the Sale Notice is provided, such fair market value shall be determined by the Appraisal Method which shall be then automatically invoked unless otherwise agreed by all of the Members in writing. 


  
 25 









 “S&P” means Standard and Poor’s Corporation. 

“Schedules” means, in the case of the ECCA, the schedules attached to the ECCA and in the case of the Company LLC Agreement,
the schedules attached to the Company LLC Agreement. 
 “Section 203 Order” means the order issued by FERC authorizing the
Company under Section 203(a)(l) of the FPA to issue the Class B Membership Interests to Mehetia. 
 “Securities Act” is
defined in Section 3.3(e) of the ECCA. 
 “Site” is defined in the MESPA. 

“Site Leases” means, collectively, the DPL Site Lease and the DDOT Site Lease.

“Subsequent Funding” is defined in Section 2.4 of the ECCA. 

“Subsequent Funding Date” is defined in Section 2.4 of the ECCA. 

“Subsequent Funding Payment” is defined in Section 2.2(b) of the ECCA. 

“Subsequent Funding Termination Date” means March 31, 2014 or any later date agreed to by Investor and Clean Technologies.

 “Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, joint venture
or other entity of which such Person (either alone or through or together with any other Person pursuant to any agreement, arrangement, contract or other commitment) owns, directly or indirectly, 50% or more of the stock or other equity interests
the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity. 

“System” means each proprietary solid oxide fuel cell power generating unit including the integrated assembly of mounting
assemblies, metering, transformers, disconnects, switches, wiring devices and wiring interconnected with the PJM Grid and connected to DPL as the supplier of natural gas to fuel the System. 

“Target IRR” means a pre-tax Internal Rate of Return of [***]%. 

“Target IRR Notice” is defined in Section 7.1(e) of the Company LLC Agreement. 

“Tariffs” means the QFCP-RC Tariff and the Gas Tariff. 

“Tax” (and, with correlative meaning, “Taxes” and “Taxable”) means: 

 

	 	(a)	any taxes, customs, duties, charges, fees, levies, penalties or other assessments, fees and other governmental charges imposed by any Governmental Authority, including, but not limited to, income, profits, gross
receipts, net proceeds, 

  
 [***] Confidential Treatment Requested 

  
 26 










	 	 
windfall profit, severance, property, personal property (tangible and intangible) production, sales, use, leasing or lease, license, excise, duty, franchise, capital stock, net worth, employment,
occupation, payroll, withholding, social security (or similar), unemployment, disability, payroll, fuel, excess profits, occupational, premium, severance, estimated, alternative or add-on minimum, ad valorem, value added, turnover, transfer, stamp,
or environmental tax, or any other tax, custom, duty, fee, levy or other like assessment or charge of any kind whatsoever, together with any interest, penalty, addition to tax, or additional amount attributable thereto; and 



 

	 	(b)	any liability for the payment of amounts with respect to payment of a type described in clause (a), including as a result of being a member of an affiliated, consolidated, combined or unitary group, as a result of
succeeding to such liability as a result of merger, conversion or asset transfer or as a result of any obligation under any tax sharing arrangement or tax indemnity agreement. 


“Tax Matters Partner” is defined in Section 7.7(a) of the Company LLC Agreement.

“Tax Returns” means any return, report, statement, information return or other document (including any amendments thereto and
any related or supporting information) filed or required to be filed with any Governmental Authority in connection with the determination, assessment, collection or administration of any Taxes or the administration of any laws, regulations or
administrative requirements relating to any Taxes, including after the Funding any IRS Schedule K-1 issued to Members by the Company, information return, claim for refund, amended return or declaration of estimated Tax. 

“Third Party Claim” means any action, proceeding, demand or claim by a third party (it being understood that any Affiliate of
a Member shall not be deemed to be a third party) excluding any claim relating to the recapture, loss, or denial of all or a portion of a Grant that is already provided for in Section 6.6, Section 6.7, Section
6.8 and Section 6.9 of the Company LLC Agreement. 
 “Third Party Penalty Claim” is defined in Section
9.14 of the Company LLC Agreement. “Tracking Model” means the Base Case Model updated to reflect actual results of the Company, but with the assumptions and conventions in Section 6.5 of the Company LLC Agreement remaining
unchanged. 
 “Transaction Documents” means the Company LLC Agreement, the Project Company LLC Agreement, the ECCA, the
Administrative Services Agreement, the MESPA, the MOMA, the Credit Suisse Guaranty, the Bloom Guaranty and each of the other documents required to be delivered on the Execution Date, individually and collectively, and, if any Initial Funding or
Subsequent Funding shall have occurred, each document required to be delivered on the Initial Funding Date or a Subsequent Funding Date, individually and collectively. 

“Transfer” is defined in Section 9.1 of the Company LLC Agreement.

“Treasury” means the United States Department of the Treasury. 

  
 27 









 “Treasury Regulations” means the regulations promulgated under the Code, by the
Treasury, as such regulations may be amended from time to time. All references herein to specific sections of the regulations shall be deemed also to refer to any corresponding provisions of succeeding regulations, and any reference to temporary
regulations shall be deemed also to refer to any corresponding provisions of final regulations. 
 “UCC” means the Uniform
Commercial Code, as the same may be in effect in the State of New York or any other applicable jurisdiction. 
 OTHER DEFINITIONAL
PROVISIONS 
 All terms in the ECCA and the Company LLC Agreement, as applicable, shall have the defined meanings when used in any
certificate or other document made or delivered pursuant thereto unless otherwise defined therein. 
 As used in the ECCA and the Company
LLC Agreement and in any certificate or other documents made or delivered pursuant thereto, accounting terms not defined in the ECCA or the Company LLC Agreement or in any such certificate or other document, and accounting terms partly defined in
the ECCA or the Company LLC Agreement or in any such certificate or other document to the extent not defined, shall have the respective meanings given to them under GAAP. To the extent that the definitions of accounting terms in the ECCA or the
Company LLC Agreement or in any such certificate or other document are inconsistent with the meanings of such terms under GAAP, the definitions contained in the ECCA or the Company LLC Agreement or in any such certificate or other document shall
control. 
 The words “hereof”, “herein”, “hereunder”, and words of similar import when used in the ECCA and
the Company LLC Agreement shall refer to the ECCA or the Company LLC Agreement, as the case may be, as a whole and not to any particular provision of the ECCA or the Company LLC Agreement. Section references contained in the ECCA and the
Company LLC Agreement are references to Sections in the ECCA or the Company LLC Agreement, as applicable, unless otherwise specified. The term “including” shall mean “including without limitation”. 

The definitions contained in the ECCA and the Company LLC Agreement are applicable to the singular as well as the plural forms of such terms
and to the masculine as well as to the feminine and neuter genders of such terms. 
 Any agreement, instrument or statute defined or
referred to herein or in any instrument or certificate delivered in connection herewith means such agreement, instrument or statute as from time to time amended, modified or supplemented and includes (in the case of agreements or instruments)
references to all attachments thereto and instruments incorporated therein. 
 Any references to a Person are also to its permitted
successors and assigns. 
 All Article and Section titles or captions contained in the ECCA or the Company LLC Agreement, as applicable, or
in any Exhibit or Schedule referred to therein and the table of contents of the ECCA and the Company LLC Agreement are for convenience only and shall not be deemed a part of the ECCA or the Company LLC Agreement, as the case may be, or affect


  
 28 









 
the meaning or interpretation of the ECCA or the Company LLC Agreement, as applicable. Unless otherwise specified, all references in the ECCA or the Company LLC Agreement to numbered
Articles and Sections are to Articles and Sections of the ECCA or the Company LLC Agreement, as applicable, and all references herein to Schedules or Exhibits are to Schedules and Exhibits to the ECCA or the Company LLC Agreement, as applicable.

 Unless otherwise specified, all references contained in the ECCA or the Company LLC Agreement, in any Exhibit or Schedule referred to
therein or in any instrument or document delivered pursuant thereto to dollars or “$” shall mean United States dollars. 
 The
Parties to the ECCA have participated jointly in the negotiation and drafting of the ECCA. The Parties to the Company LLC Agreement have participated jointly in the negotiation and drafting of the Company LLC Agreement. In the event an
ambiguity or question of intent or interpretation arises, the ECCA and the Company LLC Agreement shall be construed as if drafted jointly by the respective Parties thereto and no presumption or burden of proof shall arise favoring or disfavoring any
Party by virtue of the authorship of any of the provisions of the ECCA or the Company LLC Agreement, as the case may be. 

  
 29 









 ANNEX II 

PROJECTED CONTRIBUTION SCHEDULE 

  
 1 









 ECCA 

 
 Annex II: 

Projected Contribution Schedule for Systems 1-58 
  

									
	 Quarter
	  	Clean technologies II, LLC(1)	 	  	Mehetia Inc.	 
	 [***]
	  	 	[***]	 	  	 	[***]	 
	 [***]
	  	 	[***]	 	  	 	[***]	 
	 [***]
	  	 	[***]	 	  	 	[***]	 
	 [***]
	  	 	[***]	 	  	 	[***]	 
	 [***]
	  	 	[***]	 	  	 	[***]	 
	 [***]
	  	 	[***]	 	  	 	[***]	 
	 [***]
	  	 	[***]	 	  	 	[***]	 
		  	  
	  
	 	  	  
	  
	 
	 [***]
	  	 	[***]	 	  	 	[***]	 
		  	  
	  
	 	  	  
	  
	 

  

	(1)	Clean Technologies II, LLC contributed $16,619,399.60 in [***], of which $[***] was applied towards Systems [***], with the remaining to be applied towards Systems [***]. Note: Projected Contribution Schedule for
Systems [***] TBD. Mehetia Inc.’s aggregate contribution for [***] Systems not to exceed $141,650,000. Clean Technologies II, LLC’s aggregate contribution for [***] Systems must equal balance of purchase price of each System not
funded by Mehetia Inc. or the Lenders. 

  
 [***] Confidential Treatment
Requested 

  
 1 









 ANNEX III 

BASE CASE MODEL 
 [***] 

[Base Case Model Spreadsheet Redacted] 

Omitted in its Entirety: 177 pages 
  

[***] Confidential Treatment Requested 

  
 1 









 EXHIBIT A 

FORM OF MOMA 
 [See
Exhibit 10.14] 








 EXHIBIT B 

FORM OF MESPA 
 [See
Exhibit 10.17] 








 EXHIBIT C 

FORM OF ADMINISTRATIVE SERVICES AGREEMENT 

[See Exhibit 10.21] 








 EXHIBIT D 

FORM OF COMPANY LLC AGREEMENT 

[See Exhibit 10.12] 








 EXHIBIT E 

FORM OF PROJECT COMPANY LLC AGREEMENT 








 LIMITED LIABILITY COMPANY AGREEMENT 

OF 
 DIAMOND STATE
GENERATION PARTNERS, LLC 
 A DELAWARE LIMITED LIABILITY COMPANY 

Dated as of May 27, 2011 
 The member
interests represented by this agreement have been acquired for investment and were issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), or under the securities laws of
any state. These interests may not be sold, pledged, hypothecated, or otherwise transferred at any time except (i) in accordance with the restrictions contained in this agreement, and (ii) pursuant to an effective registration statement
under the Securities Act and any applicable state securities laws unless an exemption from registration under the Securities Act and under any applicable state securities laws is available in connection with the transfer. 








 Table of Contents 

 

							
	 	 	 	  	Page No.	 
		
	 ARTICLE I   DEFINITIONS
	  	 	1	 
			
	 Section 1.1
	 	 Definitions
	  	 	1	 
	 Section 1.2
	 	 Terms Generally
	  	 	1	 
		
	 ARTICLE II    ORGANIZATION OF THE COMPANY
	  	 	1	 
			
	 Section 2.1
	 	 Formation
	  	 	1	 
	 Section 2.2
	 	 Name
	  	 	2	 
	 Section 2.3
	 	 Term
	  	 	2	 
	 Section 2.4
	 	 Purpose
	  	 	2	 
	 Section 2.5
	 	 Powers
	  	 	2	 
	 Section 2.6
	 	 Offices
	  	 	2	 
	 Section 2.7
	 	 Title to Company Assets
	  	 	2	 
		
	 ARTICLE III  MEMBER; CREATION AND TRANSFER OF MEMBERSHIP
INTERESTS
	  	 	3	 
			
	 Section 3.1
	 	 Member
	  	 	3	 
	 Section 3.2
	 	 Unit Certificates
	  	 	3	 
	 Section 3.3
	 	 Admission of Additional Members
	  	 	4	 
	 Section 3.4
	 	 No Withdrawal
	  	 	4	 
	 Section 3.5
	 	 Liability to Third Parties
	  	 	5	 
		
	 ARTICLE IV   CAPITALIZATION
	  	 	5	 
			
	 Section 4.1
	 	 Initial Membership Interests
	  	 	5	 
	 Section 4.2
	 	 Subsequent Contributions
	  	 	5	 
	 Section 4.3
	 	 Advances by Member
	  	 	5	 
		
	 ARTICLE V    DISTRIBUTIONS AND ALLOCATIONS
	  	 	5	 
			
	 Section 5.1
	 	 Distributions
	  	 	5	 
	 Section 5.2
	 	 Allocations
	  	 	5	 
		
	 ARTICLE VI   MANAGEMENT
	  	 	6	 
			
	 Section 6.1
	 	 Management by the Manager
	  	 	6	 
	 Section 6.2
	 	 The Manager
	  	 	7	 
	 Section 6.3
	 	 Provisions Applicable to All Meetings
	  	 	8	 
	 Section 6.4
	 	 Officers
	  	 	8	 
		
	 ARTICLE VII  STANDARD OF CARE; EXCULPATION AND
INDEMNIFICATION
	  	 	10	 
			
	 Section 7.1
	 	 Standard of Care
	  	 	10	 
	 Section 7.2
	 	 Exculpation
	  	 	10	 
	 Section 7.3
	 	 Right to Indemnification
	  	 	11	 
	 Section 7.4
	 	 Advance Payment
	  	 	11	 
	 Section 7.5
	 	 Indemnification of Employees and Agents
	  	 	12	 
	 Section 7.6
	 	 Appearance as a Witness
	  	 	12	 
	 Section 7.7
	 	 Nonexclusivity of Rights
	  	 	12	 
	 Section 7.8
	 	 Insurance
	  	 	12	 
	 Section 7.9
	 	 Member Notification
	  	 	12	 
	 Section 7.10
	 	 Savings Clause
	  	 	13	 
	 Section 7.11
	 	 Contract Rights
	  	 	13	 










							
	 Section 7.12
	 	 Indemnification by Member
	  	 	13	 
	 Section 7.13
	 	 Negligence, etc
	  	 	13	 
		
	 ARTICLE VIII   REPORTS; ACCESS TO INFORMATION
	  	 	13	 
			
	 Section 8.1
	 	 Reports
	  	 	13	 
	 Section 8.2
	 	 Access to Information
	  	 	13	 
		
	 ARTICLE IX   TAXES
	  	 	14	 
			
	 Section 9.1
	 	 Tax Returns
	  	 	14	 
	 Section 9.2
	 	 Tax Character
	  	 	14	 
	 Section 9.3
	 	 Tax Elections
	  	 	14	 
		
	 ARTICLE X    BOOKS AND BANK ACCOUNTS
	  	 	14	 
			
	 Section 10.1
	 	 Maintenance of Books
	  	 	14	 
	 Section 10.2
	 	 Accounts
	  	 	15	 
		
	 ARTICLE XI   DISSOLUTION,
WINDING-UP AND TERMINATION
	  	 	15	 
			
	 Section 11.1
	 	 Dissolution
	  	 	15	 
	 Section 11.2
	 	 Winding-Up and Termination
	  	 	15	 
	 Section 11.3
	 	 Certificate of Cancellation
	  	 	16	 
		
	 ARTICLE XII  GENERAL PROVISIONS
	  	 	16	 
			
	 Section 12.1
	 	 Third Party Beneficiaries
	  	 	16	 
	 Section 12.2
	 	 Offset
	  	 	17	 
	 Section 12.3
	 	 Notices
	  	 	17	 
	 Section 12.4
	 	 Entire Agreement, Supersedure
	  	 	17	 
	 Section 12.5
	 	 Effect of Waiver or Consent
	  	 	17	 
	 Section 12.6
	 	 Amendment or Restatement
	  	 	17	 
	 Section 12.7
	 	 Binding Effect
	  	 	18	 
	 Section 12.8
	 	 Governing Law; Severability
	  	 	18	 
	 Section 12.9
	 	 Further Assurances
	  	 	18	 
	 Section 12.10
	 	 Waiver of Certain Rights
	  	 	18	 
	 Section 12.11
	 	 Directly or Indirectly
	  	 	18	 
	 Section 12.12
	 	 Counterparts
	  	 	18	 

  

							
			
	SCHEDULES:	  	 	  	 
			
	 I
	  	Member and Membership Interests	  	
	 II
	  	Manager	  	 
	 III
	  	Officers	  	 
			
	EXHIBITS:	  	 	  	 
			
	 A
	  	Defined Terms	  	
	 B
	  	Form of Certificate for Units	  	
	 C
	  	Form of Adoption Agreement	  	


  
 ii 









 LIMITED LIABILITY COMPANY AGREEMENT 

OF 
 DIAMOND STATE
GENERATION PARTNERS, LLC 
 THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of DIAMOND STATE
GENERATION PARTNERS, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of May 27, 2011 by Martin J. Collins, as the sole member of the company (the
“Member”) on the signature pages to this Agreement. 
 ARTICLE I 

DEFINITIONS 

Section 1.1 Definitions. Capitalized terms used in this Agreement (including any Schedules or Exhibits attached hereto) but not
defined in the body hereof shall have the meanings ascribed to them in Exhibit A. 
 Section 1.2 Terms Generally. The
definitions used in this Agreement shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. Unless the context
requires otherwise, the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” Finally, references to Articles and Sections refer to Articles and
Sections of this Agreement; and references to Exhibits are to the Exhibits attached to this Agreement, each of which is made a part hereof for all purposes. 

ARTICLE II 
 ORGANIZATION
OF THE COMPANY 
 Section 2.1 Formation. The Company is organized under the provisions of the Delaware Limited Liability
Company Act, as amended from time to time (the “Act”). The Certificate of Formation (as amended and restated from time to time, the “Certificate”) was filed on April 14, 2011 with
the Secretary of State of the State of Delaware. Pursuant to that certain Certificate of Amendment of Certificate of Formation of Germinis 2011 Generation Partners, LLC, filed on May 26, 2011 with the Secretary of State of the State of Delaware
by an authorized person under Section 18-202 of the Act, the Certificate was amended on May 27, 2011 to reflect a change in name from “Germinis 2011 Generation Partners, LLC” to
“Diamond State Generation Partners, LLC.” 








 Section 2.2 Name. The name of the Company is, and the business of the Company shall
be conducted under the name of, “Diamond State Generation Partners, LLC.” The name of the Company may be changed from time to time by amendment of the Certificate. The Company may transact business under an assumed name by filing an
assumed name certificate in the manner prescribed by applicable Law. 
 Section 2.3 Term. The Company’s existence shall be
perpetual unless earlier terminated pursuant to the provisions of this Agreement. 
 Section 2.4 Purpose. The purpose of the
Company shall be to engage in any lawful business, and any act or activity and to exercise any powers permitted to limited liability companies organized under the laws of the State of Delaware that are related or incidental to and necessary,
convenient or advisable for the accomplishment of such business; and otherwise to exercise all powers enumerated in the Act necessary or convenient to the conduct, promotion or attainment of the business or purposes otherwise set forth herein. 

Section 2.5 Powers. The Company shall have the power and authority to do any and all acts necessary or convenient to or for the
furtherance of the purposes described herein, and shall have and may exercise all powers and authorities, statutory or otherwise, conferred upon limited liability companies under the laws of the State of Delaware. 

Section 2.6 Offices. The registered office of the Company required by the Act to be maintained in the State of Delaware shall be
the office of the registered agent named in the Certificate or such other office (which need not be a place of business of the Company) as the Manager may designate in the manner provided by Law. The registered agent of the Company in the State of
Delaware shall be the registered agent named in the Certificate or such other Person or Persons as the Manager may designate in the manner provided by Law. The principal office of the Company shall be 1299 Orleans Drive, Sunnyvale, California 94089,
or at such other location as may be from time to time determined by the Member. The Company may have such other offices as the Manager may designate. 

Section 2.7 Title to Company Assets. Title to Company assets, whether real, personal or mixed and whether tangible or intangible,
shall be deemed to be owned by the Company as an entity, and no Member, Manager or Officer, individually or collectively, shall have any ownership interest in such Company assets or any portion thereof. Title to any or all of the Company assets may
be held in the name of the Company or one or more of its Affiliates or one or more nominees, as the Manager may determine. All Company assets shall be recorded as the property of the Company in its books and records, irrespective of the name in
which record title to such Company assets is held. 

  
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 ARTICLE III 

MEMBER; CREATION AND TRANSFER OF MEMBERSHIP INTERESTS 

Section 3.1 Member. Martin J. Collins is the sole Member of the Company. The business, residence or mailing address of the Member
is set forth on Schedule I. 
 Section 3.2 Membership Interests 

(a) The Membership Interests shall (i) have the rights and obligations ascribed to such Membership Interests in this Agreement and the
Act; (ii) be recorded in a register of Membership Interests, which register the Manager shall maintain; (iii) be transferable only on recordation of such Transfer in the register of Membership Interests, which recordation the Manager shall
make, upon compliance with the provisions of Article III hereof and upon presentation of the unit certificates duly endorsed for transfer; (iv) be “securities” governed by Article 8 of the UCC in any jurisdiction (x) that has
adopted revisions to Article 8 of the UCC substantially consistent with the 1994 revisions to Article 8 adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and (y) whose laws may be
applicable, from time to time, to the issues of perfection, the effect of perfection or non-perfection, and the priority of a security interest in Membership Interests in the Company; and (v) be personal
property. 
 (b) The form of certificate evidencing ownership of Units is set forth as Exhibit B. Additional forms of certificates shall be
approved by the Manager from time to time in the event additional classes or series of Membership Interests are created in accordance with this Agreement. The Company shall issue one or more certificates to the Member, which certificates need not
bear a seal of the Company but shall be signed by the President certifying the number, class and series of Units represented by such certificate. The unit certificate books shall be kept by the Secretary or at the office of such transfer agent or
transfer agents as the Manager may from time to time by resolution select. In the event any officer, transfer agent or registrar who shall have signed, or whose facsimile signature or signatures shall have been placed upon, any such certificate or
certificates shall have ceased to be such officer, transfer agent or registrar before such certificate is issued by the Company, such certificate may nevertheless be issued by the Company with the same effect as if such person were such officer,
transfer agent or registrar at the date of issue. The unit certificates shall be consecutively numbered and shall be entered in the books of the Company as they are issued and shall exhibit the holder’s name and number of Units. The Manager may
determine the conditions upon 

  
 3 









 which a new unit certificate may be issued in place of a certificate which is alleged to have been lost, stolen
or destroyed and may, in its discretion, require the owner of such certificate or its legal representative to give bond, with sufficient surety, to indemnify the Company and each transfer agent and registrar against any and all loss or claims which
may arise by reason of the issuance of a new certificate in the place of the one so lost, stolen or destroyed. Each unit certificate shall bear a legend on the reverse side thereof substantially in the following form: 

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND MAY NOT BE OFFERED OR SOLD, UNLESS IT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE (AND, IN SUCH CASE, IF REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE COMPANY SHALL HAVE BEEN DELIVERED TO THE COMPANY TO THE EFFECT THAT SUCH OFFER OR SALE IS NOT REQUIRED TO BE REGISTERED UNDER THE SECURITIES ACT). THIS SECURITY IS SUBJECT TO RESTRICTIONS ON TRANSFER AND OTHER TERMS AND
CONDITIONS SET FORTH IN THE LIMITED LIABILITY COMPANY AGREEMENT OF THE COMPANY, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES. 

Section 3.3 Admission of Additional Members. Notwithstanding any provision of this Agreement including the Exhibits hereto to the
contrary, no additional Person (including an Assignee) that acquires a Membership Interest, whether pursuant to a Voluntary Transfer or an Involuntary Transfer, shall be admitted to the Company as a member without (i) the consent of the
Manager, which consent may be given or withheld in the Manager’s sole discretion, and (ii) becoming a party to this agreement by executing an Adoption Agreement in substantially the form of Exhibit C attached hereto. An Assignee, in its
capacity as such, of a Membership Interest shall only be entitled to receive allocations and distributions pursuant to ARTICLE V and shall not have any other rights or powers of a member including any voting rights. Until an Assignee becomes a
member, the Member shall continue to be a member for all purposes hereof and have the power to exercise any rights or powers as a member, but shall not have the right to receive allocations or distributions pursuant to ARTICLE V. Upon the admission
of any additional member to the Company, this Agreement shall be amended as the members shall agree to reflect the admission of such additional member. 

Section 3.4 No Withdrawal. The Member may withdraw from the Company only following a permitted Transfer of all of such
Member’s Membership Interest in accordance with this Agreement. Except as provided herein, in accordance with the provisions of Section 18-603 of the Act, no Member may withdraw prior to the
dissolution and winding up of the Company. 

  
 4 









 Section 3.5 Liability to Third Parties. The Member shall not be liable for the debts,
obligations or liabilities of the Company solely by reason of being the Member. 
 ARTICLE IV 

CAPITALIZATION 

Section 4.1 Initial Membership Interests. The Member shall hold 100% of the Membership Interests of the Company. 

Section 4.2 Subsequent Contributions. No Member shall have any obligation to make additional capital contributions to the Company.

 Section 4.3 Advances by Member. If the Company does not have sufficient cash to pay its obligations, the Member may agree to
advance all or part of the needed funds to or on behalf of the Company. An advance described in this Section 4.3 constitutes a loan from the Member to the Company, bears interest at the Prime Rate from the date of the advance until the date of
repayment, and shall not constitute a capital contribution. 
 ARTICLE V 

DISTRIBUTIONS AND ALLOCATIONS 

Section 5.1 Distributions. Subject in each case to restrictions imposed by Law including the Act, all distributions by the Company
shall be made as follows: 
 (a) Except as described in Section 5.1(b), the Company may make distributions of cash or other property at
any time and in such amount as the Manager may determine to the Member. 
 (b) Upon the dissolution and winding up of the Company, after
making all allocations under Section 5.2, all assets and proceeds shall be distributed to the Member as provided in Section 11.2. 

Section 5.2 Allocations. Profit and loss and all items included in the computation thereof shall be allocated to the Member. 

  
 5 









 ARTICLE VI 

MANAGEMENT 

Section 6.1 Management by the Manager. The business and affairs of the Company shall be managed by the Manager. Under the
direction of the Manager, the day-to-day activities of the Company shall be conducted on the Company’s behalf by the Officers, who shall be agents of the Company.
In addition to the powers that now or hereafter can be granted under the Act and to all other powers granted under any other provision of this Agreement, the Manager and the Officers (subject to the direction of the Manager) shall have full power
and authority to do all things on such terms as they may deem necessary or appropriate to conduct, or cause to be conducted, the business and affairs of the Company, including the following: 

(a) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness
and other liabilities, the issuance of evidences of indebtedness and the incurring of any other obligations; 
 (b) the making of tax,
regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Company; 

(c) the merger or other combination or conversion of the Company with or into another Person; 

(d) the use of the assets of the Company (including cash on hand) for any purpose consistent with the terms of this Agreement and the
repayment of obligations of the Company; 
 (e) the negotiation, execution and performance of any contracts, conveyances or other
instruments; 
 (f) the distribution of Company cash; 

(g) the selection, engagement and dismissal of Officers, employees and agents, outside attorneys, accountants, engineers, consultants and
contractors and the determination of their compensation and other terms of employment or hiring; 
 (h) the maintenance of such insurance
for the benefit of the Company, as it deems necessary or appropriate; 
 (i) the acquisition or disposition of assets, including securities;


  
 6 









 (j) the formation of, or acquisition of an interest in, or the contribution of property to, any
Person; 
 (k) the control of any matters affecting the rights and obligations of the Company, including the commencement, prosecution and
defense of actions at law or in equity and otherwise engaging in the conduct of litigation and the incurring of legal expense and the settlement of claims and litigation; and 

(l) the indemnification of any Person against liabilities and contingencies to the extent permitted by Law and this Agreement. 

Section 6.2 The Manager. 

(a) Composition. The manager shall be one (1) Person who need not be a Member or resident of the State of Delaware (the
“Manager”). The initial Manager shall be the Person listed on Schedule II. Subject to any limitations specified by Law, the number of Managers may be increased or decreased by resolution by the Manager. 

(b) Powers. The Manager is an agent of the Company’s business and, except as otherwise provided herein, the Manager may bind the
Company in accordance with authority set forth in this Agreement or vested in a resolution of the Manager. 
 (c) Election and Term of
Office. The Manager elected shall hold office until resignation or removal in the manner hereinafter provided. 
 (d)
Resignation. The Manager may resign at any time by giving written notice to any Officer of the Company. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective. 
 (e) Resolutions. All resolutions adopted at any meeting of the Manager
shall be reduced to writing and included in the minutes of such meeting. 
 (f) Location; Order of Business. The Manager may hold its
meetings and may have an office and keep the books of the Company, in such place or places, within or without the State of Delaware, as the Manager may from time to time determine by resolution. At all meetings of the Manager business shall be
transacted in such order as shall from time to time be determined by resolution of the Manager. 
 (g) Special Meetings of the
Manager. Special meetings of the Manager may be called by the President or, upon written request of the Manager, by the Secretary. 

  
 7 









 (h) Notice. Except as otherwise set forth herein, notice of any meeting (whether the first
meeting, a regular meeting or a special meeting) shall not be required, unless determined by the Manager pursuant to a resolution. 
 (i)
Compensation. The Manager, in its capacity as such, shall not receive any compensation for their services. The Manager shall be entitled to be reimbursed by the Company for their respective reasonable out-of-pocket costs and expenses incurred in the course of their services as such. 

Section 6.3 Provisions Applicable to All Meetings. In connection with any meeting to be held hereunder, the following
provisions shall apply: 
 (a) Place of Meeting. Any such meeting shall be held at the principal place of business of the Company,
unless the notice of such meeting, if any, specifies a different place, which need not be in the State of Delaware. 
 (b) Waiver of
Notice Through Attendance. Attendance of a Person at such meeting (including pursuant to Section 6.3(e)) shall constitute a waiver of notice of such meeting, except where such Person attends the meeting for the express purpose of objecting
to the transaction of any business on the ground that the meeting is not lawfully called or convened. 
 (c) Proxies. A Person may
vote at such meeting by a written proxy executed by that Person and delivered to another Manager, committee member, or, in the case of the Member, to the Secretary. A proxy shall be revocable unless it is stated to be irrevocable. 

(d) Action by Written Consent. Subject to compliance with any notice requirements applicable to the particular meeting, any action
required or permitted to be taken at such a meeting may be taken without a meeting, and without a vote if a consent or consents in writing, setting forth the action so taken, is signed by the Managers or the Member, as applicable, having not fewer
than the minimum number of votes that would be necessary to take the action at a meeting at which all Managers, members of the committee or the Member, as applicable, entitled to vote on the action were present and voted. 

(e) Meetings by Telephone. The Manager, or members of any committee thereof, may participate in and hold meetings by means of
conference telephone, video conference or similar communications equipment by means of which all Persons participating in the meeting can hear each other. 

  
 8 









 Section 6.4 Officers. 

(a) Generally. The Manager, as set forth below in this Section 6.4, shall appoint certain agents of the Company to be referred to
as “Officers” of the Company. The initial Officers shall be the persons listed on Schedule III. Unless otherwise provided by resolution of the Manager, the Officers shall have the titles, power, authority and
duties described below in this Section 6.4, and such other power, authority and duties as generally pertain to their respective offices. 

(b) Number, Titles and Term of Office. The Officers of the Company shall be a President and one or more Vice Presidents (any one or
more of whom may be designated Executive Vice President or Senior Vice President), a Secretary and such other officers as the Manager may from time to time elect or appoint. Each officer shall hold office until his successor shall be duly elected
and shall qualify or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same person. No officer need be a Manager. Any officer may be an employee or an
Affiliate of a Member. 
 (c) Powers. Each Officer is an agent of the Company’s business and, except as otherwise provided
herein, each Officer may bind the Company in accordance with authority set forth in this Agreement or vested in a resolution of the Manager. 

(d) Salaries. No Officer shall be entitled to receive a salary or any other compensation. 

(e) Removal. Any Officer elected or appointed by the Manager or named in Schedule III of this Agreement may, subject to any contractual
obligations of the Company with respect to such officer be removed, either with or without cause, by the Manager, at any regular meeting, or at a special meeting called for such purpose, provided the notice for such meeting shall specify that such
proposed removal will be considered at the meeting; provided, however, that such removal shall be without prejudice to the contractual rights, if any, of the Person so removed. Election or appointment of an Officer shall not of itself create
contractual rights. 
 (f) Vacancies. Any vacancy occurring in any office of the Company may be filled by the Manager. 

(g) Powers and Duties of the President. The President shall have general executive charge, management and control of the properties,
business and operations of the Company with all such powers as may be reasonably incident to such responsibilities and in connection therewith shall have the authority to agree upon and execute all leases, contracts, evidences of indebtedness and
other obligations in the name of the Company and may sign all Unit certificates of the Company. 

  
 9 









 (h) Powers and Duties of the Vice Presidents. Each Vice President shall perform such
duties and have such powers as the Manager may from time to time prescribe. In addition, in the absence of the President, or in the event of the President’s inability or refusal to act, a Vice President designated by the Manager or, in the
absence of such designation, a Vice President who is present and who is senior in terms of time as a Vice President of the Company, shall perform the duties of the President, and when so acting shall have all powers of and be subject to all
restrictions upon the President. 
 (i) Powers and Duties of the Secretary. The Secretary shall keep the minutes of all meetings of
the Manager, and committees thereof in books provided for such purpose; the Secretary shall attend to the giving and serving of all notices; the Secretary may in the name of the Company affix the seal of the Company to all contracts of the Company
and attest thereto; the Secretary may sign with the other appointed Officers all Unit certificates; the Secretary shall have charge of the certificate books, transfer books and Unit ledgers, and such other books and papers as the Manager may direct,
all of which shall at all reasonable times be open to inspection by any Manager upon application at the office of the Company during business hours; the Secretary shall have such other powers and duties as may be prescribed from time to time by the
Manager; and shall in general perform all acts incident to the office of Secretary, subject to the control of the President and the Manager. 

(j) Action with Respect to Securities of Other Companies. Unless otherwise determined by the Manager, the President shall have the
power to vote and to otherwise act on behalf of the Company, in person or by proxy, at any meeting of security holders of any other company, or with respect to any action of security holders thereof, in which the Company may hold securities and
otherwise to exercise any and all rights and powers which the Company may possess by reason of its ownership of securities in such other company. 

ARTICLE VII 
 STANDARD OF
CARE; EXCULPATION AND INDEMNIFICATION 
 Section 7.1 Standard of Care. The Manager shall perform their duties as Manager in
good faith and with that degree of care that an ordinarily prudent person in a like position would use under similar circumstances. 

Section 7.2 Exculpation. To the fullest extent permitted by Law, neither the Member nor any Manager, Officer, authorized person,
employee or agent of the Company nor any employee, representative, agent or affiliate of the Member (collectively, the “Covered Persons”) shall be liable to the Company or any other person or
entity that is bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on 

  
 10 









 behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on
such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct. 

Section 7.3 Right to Indemnification. Subject to the limitations and conditions as provided in this ARTICLE VII, each Person who
was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (hereinafter a
“Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that it, or a Person of whom it is the legal representative, is or
was a Manager or an Officer or while a Manager or an Officer is or was serving at the request of the Company as a member, manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign
or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise shall be indemnified by the Company to the fullest extent permitted by the Act, as the same exists
or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said Law permitted the Company to provide prior to such amendment) against
judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including attorneys’ fees) actually incurred by such Person in connection with such Proceeding, and indemnification
under this ARTICLE VII shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. Notwithstanding anything to the contrary in this Section 7.3, no Manager or Officer shall
be entitled to indemnification hereunder unless it is found (in the manner described below in this Section 7.3) that, with respect to the matter for which such Person seeks indemnification, such Person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any Proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best
interests of the Company and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. The finding of the standard of conduct required above shall be made (a) by the Manager is the
Manager is not a party to such action, suit or proceeding, or (b) if the Manager is a party, if such Manager so directs, by independent legal counsel in a written opinion. 

Section 7.4 Advance Payment. The right to indemnification conferred in this ARTICLE VII shall include the right to be paid or
reimbursed by the Company the 

  
 11 









 reasonable expenses incurred by a Person of the type entitled to be indemnified under Section 7.3 who was,
is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s ultimate entitlement to indemnification; provided, however,
that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding, shall be made only upon delivery to the Company of a written affirmation by such Person of its good faith belief that it has met the
standard of conduct necessary for indemnification under this ARTICLE VII and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to
be indemnified under this ARTICLE VII or otherwise. 
 Section 7.5 Indemnification of Employees and Agents. The Company, by
adoption of a resolution of the Manager, may indemnify and advance expenses to any other employee or agent of the Company to the same extent and subject to the same conditions under which it may indemnify and advance expenses to the Manager and
Officers under this ARTICLE VII; and the Company may indemnify and advance expenses to Persons who are not or were not Managers, Officers, employees or agents of the Company but who are or were serving at the request of the Company as a member,
manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee
benefit plan or other enterprise against any liability asserted against such Person and incurred by such Person in such a capacity or arising out of its status as such a Person to the same extent that the Company may indemnify and advance expenses
to the Manager and Officers under this ARTICLE VII. 
 Section 7.6 Appearance as a Witness. Notwithstanding any other provision
of this ARTICLE VII, the Company may pay or reimburse expenses incurred by a Manager, Officer or Member in connection with its appearance as a witness or other participation in a Proceeding at a time when it is not a named defendant or respondent in
the Proceeding. 
 Section 7.7 Nonexclusivity of Rights. The right to indemnification and the advancement and payment of
expenses conferred in this ARTICLE VII shall not be exclusive of any other right which a Manager, Officer or other Person indemnified pursuant to Section 7.5 may have or hereafter acquire under any Law, this Agreement, act of the Manager or
otherwise. 
 Section 7.8 Insurance. The Company may purchase and maintain insurance, at its expense, to protect itself and any
Person who is or was serving as a Manager, Officer, employee or agent of the Company or is or was serving at the request 

  
 12 









 of the Company as a member, manager, director, officer, partner, venturer, proprietor, trustee, employee, agent
or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any expense, liability or loss, whether or not
the Company would have the power to indemnify such Person against such expense, liability or loss under this ARTICLE VII. 

Section 7.9 Savings Clause. If this ARTICLE VII or any portion hereof shall be invalidated on any ground by any court of competent
jurisdiction, then the Company shall nevertheless indemnify and hold harmless each Person indemnified pursuant to this ARTICLE VII as to costs, charges and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement
with respect to any action, suit or Proceeding, whether civil, criminal, administrative or investigative to the full extent permitted by any applicable portion of this ARTICLE VII that shall not have been invalidated and to the fullest extent
permitted by Law’. 
 Section 7.10 Contract Rights. The rights granted pursuant to this ARTICLE VII shall be deemed
contract rights, and no amendment, modification or repeal of this ARTICLE VII shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to any such amendment, modification or repeal. 

Section 7.11 Indemnification by Member. To the fullest extent permitted by Law, the Member shall indemnify the Company and hold it
harmless from and against all losses, costs, liabilities, damages and expenses (including costs of suit and attorney’s fees) it may incur on account of any breach by the Member of this Agreement. 

Section 7.12 Negligence, etc. IT IS EXPRESSLY ACKNOWLEDGED THAT THE INDEMNIFICATION PROVIDED IN THIS ARTICLE VII COULD INVOLVE
INDEMNIFICATION FOR NEGLIGENCE OR UNDER THEORIES OF STRICT LIABILITY. 
 ARTICLE VIII 

REPORTS; ACCESS TO INFORMATION 

Section 8.1 Reports. The Company shall provide to the Manager such reports as the Manager shall determine in its discretion. 

Section 8.2 Access to Information. 

(a) In addition to the other rights to information specifically set forth in this Agreement, the Member shall be entitled to all information to
which a member is 

  
 13 









 entitled to have access pursuant to Section 18-305 of the Act under
the circumstances and subject to the conditions therein stated. Without limiting the foregoing, the Member shall be entitled to receive all information from the Company which it requires in order to comply with its reporting obligations to each of
its members. 
 (b) The Member shall reimburse the Company for all
out-of-pocket costs and expenses incurred by the Company in connection with the Member’s inspection and copying of the Company’s books and records. The Member
shall not be required to reimburse the Company for any time spent by its regular employees in connection with such inspection and copying. 

ARTICLE IX 
 TAXES

 Section 9.1 Tax Returns. The Company shall prepare and timely file all federal, state and local tax returns required to
be filed by the Company. The Member shall furnish to the Company all pertinent information in its possession relating to the Company’s operations that is necessary to enable the Company’s tax returns to be timely prepared and filed. The
Company shall deliver a copy of each such return to the Member on or before ten days prior to the due date of any such return (including extensions), together with such additional information as may be required by the Member in order for the Member
to file its individual returns reflecting the Company’s operations. The Company shall bear the costs of the preparation and filing of its returns. 

Section 9.2 Tax Character. The Company shall be treated as a disregarded entity for federal income tax purposes. 

Section 9.3 Tax Elections. Neither the Company nor the Member may make an election for the Company to be treated as an association
or corporation for federal income tax purposes. 
 ARTICLE X 

BOOKS AND BANK ACCOUNTS 

Section 10.1 Maintenance of Books. The Company shall keep or cause to be kept at its principal office complete and accurate books
and records of the Company, supporting documentation of the transactions with respect to the conduct of the Company’s business and minutes of the Proceedings of the Manager and any committee thereof. The records shall include, but not be
limited to, a copy of the Certificate and this Agreement and all amendments thereto; a current list of the names and last known business, residence, or mailing addresses of the Member; and the Company’s federal, state, and local tax returns for
the Company’s six most recent tax years. 

  
 14 









 Section 10.2 Accounts. The Member shall establish one or more separate bank and
investment accounts and arrangements for the Company, which shall be maintained in the Company’s name with financial institutions and firms that the Manager may determine. The Company may not commingle the Company’s funds with the funds of
the Member; provided, however, that the Company funds may be invested in a manner the same as or similar to the Member’s investment of their own funds or investments by their Affiliates. 

ARTICLE XI 
 DISSOLUTION,
WINDING-UP AND TERMINATION 
 Section 11.1 Dissolution. The Company shall dissolve
and its affairs shall be wound up on the first to occur of the following events (each a “Dissolution Event”) and no other event shall cause the Company’s dissolution: 

(a) the consent of the Member; 

(b) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act;
and 
 (c) the termination of the legal existence of the Member or the occurrence of any other event that terminates the continued
membership of the Member in the Company, unless the Company is continued without dissolution in a manner permitted by the Act. 

Section 11.2 Winding-Up and Termination. On the occurrence of a Dissolution Event, the
Manager may select one or more Persons to act as liquidator or may itself act as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of
winding up shall be borne as a Company expense, including reasonable compensation to the liquidator if approved by the Manager. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and
authority of the Manager. The steps to be accomplished by the liquidator are as follows: 
 (a) as promptly as possible after dissolution
and again after final winding up, the liquidator shall cause a proper accounting to be made of the Company’s assets, liabilities, and operations through the last calendar day of the month in which the dissolution occurs or the final winding up
is completed, as applicable; 
 (b) the liquidator shall pay, satisfy or discharge from Company funds all of the debts, liabilities and
obligations of the Company (including all expenses incurred in winding up and any advances described in Section 4.3) or otherwise make adequate 

  
 15 









 provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent
liabilities in such amount and for such term as the liquidator may reasonably determine); and 
 (c) all remaining assets of the Company
shall be distributed to the Member as follows: 
 (i) the liquidator may sell any or all Company property, including to the
Member, and any resulting gain or loss from each sale shall be computed and allocated to the Member; provided, that the liquidator shall use its reasonable best efforts to not sell, but to retain for distribution in kind as provided herein, any
securities in which the Company may have invested; and 
 (ii) Company property shall be distributed to the Member by the end
of the taxable year of the Company (or the Member’s taxable year if there is no Company taxable year) during which the liquidation of the Company occurs (or, if later, 90 days after the date of the liquidation). 

All distributions in kind to the Member shall be made subject to the liability of the Member for costs, expenses, and liabilities theretofore incurred or for
which the Company has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the Member pursuant to this Section 11.2. The distribution of cash and/or property to the Member in accordance
with the provisions of this Section 11.2 constitutes a complete return to the Member of its capital contributions and a complete distribution to the Member of its Membership rights and all the Company’s property and constitutes a
compromise to which the Member has consented within the meaning of Section 18-502(b) of the Act. 

Section 11.3 Certificate of Cancellation. On completion of the distribution of Company assets as provided herein, the Manager (or
such other Person or Persons as the Act may require or permit) shall file a Certificate of Cancellation with the Secretary of State of Delaware and take such other actions as may be necessary to terminate the existence of the Company. Upon the
effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law. 

ARTICLE XII 
 GENERAL
PROVISIONS 
 Section 12.1 Third Party Beneficiaries. None of the provisions of this Agreement shall be for the benefit of,
or enforceable by, any creditor of the Company or by any creditor of the Member. Nothing in this Agreement shall be deemed to create any 

  
 16 









 right in any Person (except as expressly set forth in ARTICLE VII) not a party hereto, and this Agreement shall
not be construed in any respect to be a contract in whole or in part for the benefit of any third Person (except as expressly set forth in ARTICLE VII). 

Section 12.2 Offset. Whenever the Company is to pay any sum to the Member, any amounts that the Member, in its capacity as a
Member, owes the Company may be deducted from that sum before payment. 
 Section 12.3 Notices. Except as expressly set forth to
the contrary in this Agreement, all notices, requests or consents provided for or permitted to be given under this Agreement must be in writing and must be delivered to the recipient in person, by courier or mail or by facsimile, telegram, telex,
cablegram or similar transmission; and a notice, request or consent given under this Agreement is effective on receipt by the Person to receive it. All notices, requests and consents to be sent to the Member must be sent to or made at the address
given for the Member on Schedule I, or such other address as the Member may specify by notice. Any notice, request or consent to the Company must be given to the Member. Whenever any notice is required to be given by Law, the Certificate or this
Agreement, a written waiver thereof, signed by the Person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. 

Section 12.4 Entire Agreement, Supersedure. This Agreement constitutes the entire agreement of the Member relating to the Company
and supersedes all prior contracts or agreements with respect to the Company, whether oral or written. 
 Section 12.5 Effect of
Waiver or Consent. A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or
default in the performance by that Person of the same or any other obligations of that Person with respect to the Company. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the
Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable
statute-of-limitations period has run. 

Section 12.6 Amendment or Restatement. 

(a) This Agreement (including the Exhibits) may be amended or restated only by a written instrument adopted, executed and agreed to by the
Member. 
 (b) The Certificate may be amended or restated only with the approval of the Manager. 

  
 17 









 Section 12.7 Binding Effect. Subject to the restrictions on Transfers set forth in
this Agreement, this Agreement is binding on and inures to the benefit of the Member and its respective successors and assigns. 

Section 12.8 Governing Law; Severability. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE
STATE OF DELAWARE, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER
JURISDICTION. In the event of a direct conflict between the provisions of this Agreement and (a) any provision of the Certificate, or (b) any mandatory, nonwaivable provision of the Act, such provision of the Certificate or the Act shall
control. If any provision of the Act provides that it may be varied or superseded in the agreement of a limited liability company (or otherwise by agreement of the members or managers of a limited liability company), such provision shall be deemed
superseded and waived in its entirety if this Agreement contains a provision addressing the same issue or subject matter. If any provision of this Agreement or the application thereof to any Person or circumstance is held invalid or unenforceable to
any extent, the remainder of this Agreement and the application of that provision to other Persons or circumstances is not affected thereby and that provision shall be enforced to the greatest extent permitted by Law. 

Section 12.9 Further Assurances. In connection with this Agreement and the transactions contemplated hereby, the Member shall
execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the provisions of this Agreement and those transactions. 

Section 12.10 Waiver of Certain Rights. The Member irrevocably waives any right it may have to maintain any action for dissolution
of the Company or for partition of the property of the Company. 
 Section 12.11 Directly or Indirectly. Where any provision of
this Agreement refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken, directly or indirectly by such Person, including actions taken by or on
behalf of any Affiliate of such Person. 
 Section 12.12 Counterparts. This Agreement may be executed in any number of
counterparts with the same effect as if all signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument. 

  
 18 









 IN WITNESS WHEREOF, the Member has executed this Agreement effective as of the date first set
forth above. 
  

			
	 MARTIN J. COLLINS

		
	By:	 	 /s/ Martin J. Collins

		 	Name: Martin J. Collins
		 	 Title: Member



 LLC Agreement for Diamond State Generation Partners. LLC 








 SCHEDULE I 

MEMBER; MEMBERSHIP INTERESTS 
  

			
	 Member
	  	
Membership Interests

	 Martin J. Collins

c/o Bloom Energy Corporation
 1299 Orleans
Drive
 Sunnyvale, California 94089
	  	100 Units









 SCHEDULE II 

MANAGER 
 Martin J. Collins









 SCHEDULE III 

OFFICERS 
  

			
	William H. Kurtz	  	President
		
	William E. Brockenborough	  	Vice President
		
	Martin J. Collins	  	Vice President
		
	Scott G. Reynolds	  	Vice President









 EXHIBIT A 

DEFINED TERMS 

“Act” means the Delaware Limited Liability Company Act and any successor statute, as amended from time
to time. 
 “Affiliate” of a Person means, any Person Controlling, Controlled by, or Under Common
Control with such Person. 
 “Agreement” means the Limited Liability Company Agreement of Diamond
State Generation Partners, LLC, as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof. 

“Assignee” means any Person that acquires a Membership Interest or any portion thereof through a
Transfer made in accordance with this Agreement or pursuant to an Involuntary Transfer and that has not been admitted as a Member. 

“Book Value” means with respect to any asset, the adjusted basis of the asset for federal income tax
purposes. 
 “Certificate” shall have the meaning set forth in Section 2.1. 

“Code” means the United States Internal Revenue Code of 1986, as amended from time to time. All
references herein to Code Sections shall include any corresponding provision or provisions of succeeding Law. 

“Company” means Diamond State Generation Partners, LLC, a Delaware limited liability company, and any
successor thereto. 
 “Contributed Property” means any property, other than cash, contributed to the
Company by the Member. 
 “Control” including the correlative terms
“Controlling”, “Controlled by” and “Under Common Control with” means possession, directly or indirectly, of the power to direct or
cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise) of a Person. For the purposes of the preceding sentence, control shall be deemed to
exist when a Person possesses, directly or indirectly, through one or more intermediaries (i) in the case of a corporation, more than 50% of the outstanding voting securities thereof; (ii) in the case of a limited liability company,
partnership, limited partnership or venture, the right to more than 50% of the distributions therefrom (including liquidating distributions); or (iii) in the case of any other Person, more than 50% of the economic or beneficial interest
therein. 

  
 Exhibit A-1 









 “Covered Person” shall have the meaning set forth in
Section 7.2. 
 “Dissolution Event” shall have the meaning set forth in Section 11.1. 

“Involuntary Transfer” means a Transfer resulting from the death of a Person or any other Transfer
occurring by operation of Law, including a Transfer resulting from a bankruptcy or other insolvency proceeding, termination of existence of an entity, divorce or legal incapacity. 

“Law” means any applicable constitutional provision, statute, act, code (including the Code), law,
regulation, rule, ordinance, order, decree, ruling, proclamation, resolution, judgment, decision, declaration, or interpretative or advisory opinion or letter of a governmental authority. 

“Manager” shall have the meaning as set forth in Section 6.2(a). 

“Member” means any Person executing this Agreement as of the date of this Agreement as a member. 

“Membership Interest” means the limited liability interest of the Member in the Company, including,
without limitation, rights to distributions (liquidating or otherwise), allocations, information, all other rights, benefits and privileges enjoyed by the Member (under the Act, the Certificate, this Agreement or otherwise) in its capacity as the
Member and otherwise to participate in the management of the Company; and all obligations, duties and liabilities imposed on the Member (under the Act, the Certificate, this Agreement, or otherwise) in its capacity as the Member; provided, however,
that such term shall not include any management rights held by the Member solely in its capacity as a Manager. 

“Officer” means any Person designated as an officer of the Company as provided in Section 6.4, but
such term does not include any Person who has ceased to be an officer of the Company. 
 “Person”
means any natural person, corporation, limited partnership, general partnership, joint stock company, joint venture, association, company, trust, bank trust company, land trust, business trust, or other organization, whether or not a legal entity,
and any government or agency or political subdivision thereof. 

  
 Exhibit A-2 









 “Prime Rate” means a rate per annum equal to the lesser of
(a) the prime rate published from time to time in The Wall Street Journal, and (b) the maximum rate permitted by Law. 

“Proceeding” shall have the meaning set forth in Section 7.3. 

“Securities Act” means the Securities Act of 1933, as amended from time to time. 

“Transfer” including the correlative terms “Transferring” or
“Transferred”, means a transaction by which the Member or an Assignee of the Member transfers its respective Membership Interest to another Person and includes a sale, assignment, pledge, encumbrance,
hypothecation, mortgage, exchange or any other disposition by Law or otherwise; provided that a transfer of a Membership Interest resulting from termination of a trust that is a Member (or an Assignee of a Member) and a required distribution to a
remainder beneficiary thereof shall not be treated as a transfer for purposes hereof provided that such distribution from the trust is made to an Original Member. When used in the context of a Transfer, the term “Membership
Interest” shall include any Membership Interest and any interest (pecuniary or otherwise) therein or rights thereto. Notwithstanding the foregoing, the term “Transfer” shall not include the
sale or other disposition of a Member’s respective Membership Interest in connection with (i) the sale of all or substantially all assets of the Member or (ii) the sale of all or substantially all equity interests in the Member. 

“Units” means, collectively, the Membership Interests as measured in unit increments and
“Unit” shall refer to any one of the Units. 
 “Voluntary
Transfer” means any Transfer other than an Involuntary Transfer. 

  
 Exhibit A-3 









 EXHIBIT B 
  

			
	Certificate No.         	 	         Units

 CERTIFICATE FOR UNITS 

REPRESENTING MEMBERSHIP INTERESTS IN 

DIAMOND STATE GENERATION PARTNERS, LLC 

Diamond State Generation Partners, LLC, a Delaware limited liability company (the “Company”), hereby certifies that
                     is a Member of the Company and that this Certificate represents such Member’s ownership of
                     (        ) units representing membership interests in the Company
(“Units”). 
 This Certificate is not negotiable or transferable except upon death or by operation of
law or as otherwise provided in the Limited Liability Company Agreement of the Company, as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, and the exhibits thereto (the
“Agreement”) to which reference is hereby made for a statement of the rights, preferences and limitations pertaining to the Units. 

Dated: July 27, 2011 
  

			
	 DIAMOND STATE GENERATION

PARTNERS, LLC



 
					
		
	By:	 	  





					
		 	Name:	 	  

		 	Title:	 	  



 RESTRICTIONS UPON THE ASSIGNMENT OR OTHER DISPOSITION OF THE UNITS EVIDENCED BY THIS CERTIFICATE ARE SET FORTH ON THE
REVERSE SIDE HEREOF. 

  
 Exhibit B-l 









 DIAMOND STATE GENERATION PARTNERS, LLC 

CERTIFICATE FOR 
 100

 UNITS 
 Dated:
July 27, 2011 
 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD, UNLESS IT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OR UNLESS AN
EXEMPTION FROM REGISTRATION IS AVAILABLE (AND, IN SUCH CASE, THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO BE DELIVERED TO IT TO THE EFFECT THAT SUCH OFFER OR SALE IS NOT REQUIRED TO BE REGISTERED UNDER THE
SECURITIES ACT). THIS SECURITY IS SUBJECT TO CERTAIN VOTING AGREEMENTS, RESTRICTIONS ON TRANSFER AND OTHER TERMS AND CONDITIONS SET FORTH IN THE LIMITED LIABILITY COMPANY AGREEMENT OF THE COMPANY, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT
ITS PRINCIPAL EXECUTIVE OFFICES. 

  
 Exhibit B-2 









 EXHIBIT C 

ADOPTION AGREEMENT 
 This
Adoption Agreement (“Adoption”) is executed by the undersigned transferee (“Transferee”) pursuant to the terms of Section 3.3 to the Limited Liability Company Agreement of Diamond State Generation
Partners, LLC (the “Company”), dated as of May 27, 2011, a copy of which is attached hereto and is incorporated herein by reference (the “Operating Agreement”). By the
execution of this Adoption, the Transferee (and such spouse, if applicable) agrees as follows: 
 1. Acknowledgment. Transferee
acknowledges that Transferee is acquiring certain Units, subject to the terms and conditions of the Operating Agreement (including the Exhibits thereto). Capitalized terms used herein without definition are defined in the Operating Agreement and are
used herein with the same meanings set forth therein. 
 2. Agreement. Transferee (a) agrees that Units acquired by Transferee
shall be bound by and subject to the terms of the Operating Agreement (including the Exhibits thereto) and (b) hereby joins in, and agrees to be bound by, the Operating Agreement (including the Exhibits thereto) with the same force and effect
as if it were originally a party thereto; provided, Transferee’s joinder in the Operating Agreement shall not constitute its admission as a Member unless and until such Transferee is duly admitted in accordance with the terms of the Operating
Agreement. 
 3. Notice. Any notice required or permitted by the Operating Agreement shall be given to Transferee at the address
listed beside Transferee’s signature below. 
 EXECUTED AND DATED on this 27 day of July, 2011. 

 

					
	TRANSFEREE:
	
	BLOOM ENERGY CORPORATION
		
	By:	 	  

		 	Notice	 	
		 	Address:	 	 1299 Orleans Drive
 Sunnyvale, California
94089




  
 Exhibit C-1 









 EXHIBIT F 

FORM OF CHADBOURNE OPINION 

[OMITTED – UNABLE TO LOCATE] 








 EXHIBIT G-1 

FORM OF COMPANY OFFICER INSTRUCITON LETTER 

[OMITTED – UNABLE TO LOCATE] 








 EXHIBIT G-2 

FORM OF PROJECT COMPANY INSTRUCTION LETTER 

[OMITTED – UNABLE TO LOCATE] 








 EXHIBIT H 

FORM OF MCDERMOTT OPINION 

[OMITTED – UNABLE TO LOCATE] 








 EXHIBIT I 

FORM OF FUNDING NOTICE 

[OMITTED – UNABLE TO LOCATE] 








 EXHIBIT J 

MARCH 16, 2012 DRAFT VERSION OF CREDIT AGREEMENT 

[OMITTED – UNABLE TO LOCATE] 








 SCHEDULES to ECCA 

(Initial Funding) 

  
 1 









 SCHEDULE 3.1(d) 

LITIGATION 
 None. 

  
 Schedule 3.1(d) - 1 









 SCHEDULE 3.1(g) 

TAXES 
 None. 

  
 Schedule 3.1(g) - 1 









 SCHEDULE 3.1(h) 

FINANCIAL STATEMENTS 

Diamond State Generation Holdings, LLC 

Unaudited Consolidated Balance Sheet 
  

													
	 	  	Diamond State
Generation
Holdings, LLC	 	  	Diamond
State
Generation
Partners,
LLC	 	  	Diamond State
Generation
Holdings, LLC
Consolidated	 
				
	 [***]
	  	 	[***]	 	  	 	[***]	 	  	 	[***]	 
				
	 [***]
	  	 	[***]	 	  	 	[***]	 	  	 	[***]	 
				
	 [***]
	  	 	[***]	 	  	 	[***]	 	  	 	[***]	 
				
	 [***]
	  	 	[***]	 	  	 	[***]	 	  	 	[***]	 
				
	 [***]
	  	 	[***]	 	  	 	[***]	 	  	 	[***]	 
				
	 [***]
	  	 	[***]	 	  	 	[***]	 	  	 	[***]	 

  
 [***] Confidential Treatment Requested 

  
 Schedule 3.1(h) - 1 









 Diamond State Generation Partners, LLC 

Unaudited Balance Sheet & Income Statement 
  

																					
	 	  	Initial
Investment	 	 	Cash
Investment	 	 	Inventory
Acquisition	 	 	Return of
Equity	 	 	 	 
						
	 [***]
	  	 	[	***] 	 	 	[	***] 	 	 	[	***] 	 	 	[	***] 	 	 	[	***] 
						
	 [***]
	  	 	[	***] 	 	 	[	***] 	 	 	[	***] 	 	 	[	***] 	 	 	[	***] 
						
	 [***]
	  	 	[	***] 	 	 	[	***] 	 	 	[	***] 	 	 	[	***] 	 	 	[	***] 
						
	 [***]
	  	 	[	***] 	 	 	[	***] 	 	 	[	***] 	 	 	[	***] 	 	 	[	***] 
						
	 [***]
	  	 	[	***] 	 	 	[	***] 	 	 	[	***] 	 	 	[	***] 	 	 	[	***] 
						
	 [***]
	  	 	[	***] 	 	 	[	***] 	 	 	[	***] 	 	 	[	***] 	 	 	[	***] 
						
	 [***]
	  	 	[	***] 	 	 	[	***] 	 	 	[	***] 	 	 	[	***] 	 	 	[	***] 
						
	 [***]
	  	 	[	***] 	 	 	[	***] 	 	 	[	***] 	 	 	[	***] 	 	 	[	***] 
	 [***]
	  	 	[	***] 	 	 	[	***] 	 	 	[	***] 	 	 	[	***] 	 	 	[	***] 
						
	 [***]
	  	 	[	***] 	 	 	[	***] 	 	 	[	***] 	 	 	[	***] 	 	 	[	***] 

  
 [***] Confidential Treatment Requested 

  
 Schedule 3.1(h) - 2 









 SCHEDULE 3.1(i) 

GOVERNMENTAL APPROVALS AND FILINGS 
  

	1.	Order from FERC granting Project Company MBR Authority required prior to the Project Company selling electric energy (including test energy) capacity or ancillary services from the Project. 


 

	2.	Notice of Self-Certification of Exempt Wholesale Generator Status, filed March 15, 2012, in Docket No. EG12-44-000. 


  
 Schedule 3.1(i) - 1 









 SCHEDULE 3.1(k) 

ENVIRONMENTAL MATTERS 
 None. 

  
 Schedule 3.1(k) - 1 









 SCHEDULE 3.1(l) 

PERMITS 

Brookside Site 
  

					
	 Permit
	  	 Issuing
Authority
	  	 Status

	National Pollutant Discharge Elimination System (“NPDES”) Permit	  	Delaware Department of Natural Resources and Environmental Control (“DNREC”)	  	Approved
	Air Permit	  	DNREC	  	Approved
	Stormwater Review and Engineering Approval	  	New Castle County/DNREC	  	Completed
	Planning Dept. and Site Plan Approval	  	New Castle County	  	Approved
	Feasibility Study	  	PJM	  	Completed
	Generation Interconnection Facilities Study Report	  	PJM	  	Completed

 Red Lion Site 

 

					
	 Permit
	  	 Issuing
Authority
	  	 Status

	Underground Injection Control Permit (to discharge waste water from water treatment plant)	  	DNREC	  	Application in progress
	Waiving of 100 foot well restriction on the deed	  	Delaware City Refining Co.	  	Applied for, DBR working on it
	Building Occupancy Permit	  	New Castle County	  	Cannot apply until after County inspections completed
	Gas permit for building	  	New Castle County	  	Will be submitted by building contractor
	System Impact Study	  	PJM	  	In progress
	Transmission line right of way (route TBD)	  	DPL	  	Not applied for, waiting on PJM Interconnection Services Agreement to be completed
	Building Permit	  	New Castle County	  	Not issued until after contractor selected and pre-construction meeting held with NCC


  
 Schedule 3.1(1) - 1 










					
	DNREC Coastal Zone Permit	  	DNREC	  	Hearing scheduled for 3/6/2012
	DNREC well permit	  	DNREC	  	Submitted 11/19/2011 but not yet approved
	Record Minor	  	New Castle County	  	Submitted 12/21/2011 but not yet approved
	Air Permit (Operating & Construction)	  	DNREC	  	To be issued in connection with Coastal Zone Permit
	Stormwater Review and Engineering Approval	  	New Castle County	  	Approved
	Planning Dept. and Site Plan Approval	  	New Castle County	  	Approved
	Record Plan	  	New Castle County	  	To be recorded
	DDOT Entrance Permit	  	DDOT	  	Design approved but permit will be issued as soon as DPL approves Site Remediation Estimate
	NPDES Permit (construction)	  	DNREC	  	Completed
	NPDES Permit (operation)	  	DNREC	  	In progress
	Fire marshal Review	  	State of Delaware	  	Completed
	Feasibility Study	  	PJM	  	Completed
	Wetlands Review	  	New Castle County	  	Completed


  
 Schedule 3.1(1) - 2 









 SCHEDULE 3.1(m) 

INSURANCE 
 Please see
attached. 

  
 Schedule 3.1(m) - 1 









  

Insurance Services  |  Risk Management  |  Employee
Benefits         
 Diamond State Generation Partners, LLC 

Revised Insurance Program Chart: Closing — Initial Funding as of 4/13/12 

 

			
		 	Falvey (Lloyds), A XV
		 	Hartford, A XV

  

					
	 DSGP
	  	 Bloom Energy
	  	 DSGP

			
	Transit/Cargo Stock	  	Transit/Cargo Stock	  	PROPERTY POLICY
	(12/30/11-12/30/12)	  	(7/10/11-7/11/12)	  	(4/13/12-4/13/12)
			
	 Expeditors, Milpitas, CA and Moffett Filed, CA

 
 Blanket Location Limit: $17,000,000

 
 Earthquake/Flood/Wind Sub Limit:

$5,000,000
  

Transit Limit: $2,500,000
	  	 Installation Limits: $15,000,000

 
 Earthquake/Flood/Wind Sub Limit:

$5,000,000
  

Transit Limit: $3,000,000
	  	 Brookside, DE Location
  

Property Limit: $27,876,383

Includes Installation
  

Business Income Incl. EE Limit

$2,095,098
  

Earthquake Limit for Brookside site:

$25M
  

Flood Limit for Brookside site: $10,000,000
  

Wind Limit for Brookside site: Policy Limits

 
 Dependent Business Income
Limit: $5M

			
	$50,000 PD; 2.5% TIV subject to $50,000 minimum for Earthquake, Flood & Wind; 72 Hour Waiting Period for Earthquake	  	$50,000 PD; 5% TIV subject to $100,000 minimum for Earthquake, Flood & Wind; 72 Hour Waiting Period for Earthquake	  	$50,000 PD; 14 Day Deductible for BI-EE & Dependent BI; 72 Hour Waiting Period for BI-EE & Depend BI; $1000,000 Flood, Earthquake & Wind

  
  

							
	



	 		 		  	 www.wsndco.com

CA License 032999=8
 DR License 812979

	 	 		  
	 	 		  


  
 Schedule 3.1(m) - 2 









 SCHEDULE 3.1(n) 

REAL PROPERTY 
  

	1.	Lease Agreement between Delaware Department of Transportation and Diamond State Generation Partners, LLC, dated as of July 31, 2011. 


 

	2.	Lease Agreement between Delmarva Power & Light Company and Diamond State Generation Partners, LLC, dated as of February 10, 2012. 


  
 Schedule 3.1(n) - 1 









 SCHEDULE 3.1(o) 

PERSONAL PROPERTY 
  

							
	 	  	Citibank	 
	 	  	 	  	Account
#	 
	 [***]
	  	[***]	  	 	[	***] 
		  	[***]	  	 	[	***] 
			
	 [***]
	  	[***]	  	 	[	***] 

  
 [***] Confidential Treatment Requested 

  
 Schedule 3.1(o) - 1 









 SCHEDULE 3.1(p) 

LIENS 
 None. 

  
 Schedule 3.1(p) - 1 









 SCHEDULE 3.1(q) 

MATERIAL CONTRACTS 
  

	1.	Lease Agreement between Delaware Department of Transportation and Diamond State Generation Partners, LLC, dated as of July 31, 2011. 


 

	2.	Lease Agreement between Delmarva Power & Light Company and Diamond State Generation Partners, LLC, dated as of February 10, 2012. 


 

	3.	Delmarva Power & Light Company’s Service Classification “QFCP-RC” for REPS Qualified Fuel Cell Provider Projects as approved by the Delaware Public Service Commission in accordance with the REPS Act
on October 18, 2011. 

  

	4.	Delmarva Power & Light Company’s Service Classification “LVG-QFCP-RC” filed for gas service applicable to REPS Qualified Fuel Cell Provider Projects and approved by the Delaware Public Service
Commission in Order No. 8062 dated October 18, 2011. 

  

	5.	Service Application and Agreement to Comply with Obligations dated as of June 28, 2011 between the Diamond State Generation Partners, LLC and Delmarva Power & Light Company. 


 

	6.	Bill of Sale and Agreement effective as of December 30, 2011 between Bloom Energy Corporation and Diamond State Generation Partners, LLC. 


 

	7.	Capital Contribution Agreement dated December 30, 2011, among Bloom Energy Corporation, Clean Technologies II, LLC, Diamond State Generation Holdings, LLC, and Diamond State Generation Partners, LLC.


  

	8.	Facilities Study Agreement dated November 23, 2011 between Diamond State Generation Partners, LLC and PJM. 

  

	9.	System Impact Study Agreement dated August 29, 2011 between Diamond State Generation Partners, LLC and PJM. 

  

	10.	Credit Agreement, dated March 22, 2012, among Diamond State Generation Partners, LLC, RBS Securities Inc., The Royal Bank of Scotland plc, as administrative agent and collateral agent, and the Lenders.


  

	11.	Security Agreement, dated March 22, 2012, between Diamond State Generation Partners, LLC and The Royal Bank of Scotland plc, as collateral agent. 


 

	12.	Pledge and Security Agreement, dated March 22, 2012, among Diamond State Generation Holdings, LLC, Diamond State Generation Partners, LLC and The Royal Bank of Scotland plc, as collateral agent. 


 

	13.	Depositary Agreement, dated March 22, 2012, among Diamond State Generation Partners, LLC and The Royal Bank of Scotland plc, as administrative agent, collateral agent, and Wilmington Trust, N.A., as depositary.



  
 Schedule 3.1(q) - 1 










	14.	Interparty Agreement, dated as of April 13, 2012, among Mehetia Inc., Diamond State Generation Partners, LLC, Diamond State Generation Holdings, LLC, Clean Technologies II, LLC, and The Royal Bank of Scotland plc,
as administrative agent and collateral agent. 

  

	15.	Cash Grant Indemnity Agreement, dated as of April 13, 2012, by Mehetia Inc. in favor of Diamond State Generation Partners, LLC, and The Royal Bank of Scotland plc, as collateral agent. 


 

	16.	Cash Grant Indemnity Agreement, dated as of April 13, 2012, by Bloom Energy Corporation in favor of Diamond State Generation Partners, LLC, and The Royal Bank of Scotland plc, as collateral agent.


 Defaults under any Material Contract or any of the Transaction Documents 

None. 

  
 Schedule 3.1(q) - 2 









 SCHEDULE 3.1(s) 

AFFILIATE TRANSACTIONS 
  

	1.	Assignment Agreement (with respect to the Agreement for Construction Management Services dated September 15, 2011 between Diamond State Generation Partners, LLC and Hill International, Inc.), dated as of March 15, 2012,
by and between Diamond State Generation Partners, LLC and Bloom Energy Corporation. 


  
 Schedule 3.1(s) - 1 









 SCHEDULE 3.1(y) 

INTELLECTUAL PROPERTY 
  

					
	 Geography
	 	 Serial No.
	 	 Patent Number

	AU	 	2006201407	 	
	BR	 	P10601582-4	 	
	CN	 	200610077861.5	 	ZL200610077861.5
	CN	 	200680024042.2	 	ZL200680024042.2
	CN	 	200880011738.0	 	
	CN	 	200880019306.4	 	
	CN	 	20088010539.6	 	
	CN	 	200880115166.0	 	
	CN	 	200980105333.8	 	
	CN	 	200980145976.5	 	
	DE	 	102006020097.7	 	
	DE	 	602004028720.2	 	162091
	EP	 	3742806.7	 	
	EP	 	4758024.6	 	1620911
	EP	 	4759269.6	 	
	EP	 	4783630.9	 	
	EP	 	4817021.1	 	
	EP	 	4821588.3	 	
	EP	 	5723852.9	 	
	EP	 	05759486.3	 	
	EP	 	6759276.6	 	
	EP	 	6788269.6	 	
	EP	 	6800263.3	 	
	EP	 	6800264.1	 	
	EP	 	6800265.8	 	
	EP	 	7007696.3	 	
	EP	 	7716860.7	 	
	EP	 	7754708.1	 	
	EP	 	7811636.5	 	
	EP	 	8780322.7	 	
	EP	 	09712742.7	 	
	EP	 	10797787.8	 	


  
 Schedule 3.1(q) - 1 










					
	Fl	 	4758024.6	 	1620911
	FR	 	06/03994	 	
	FR	 	06/03998	 	
	GB	 	4758024.6	 	1620911
	IN	 	1093/KOLN/P/2004	 	233867
	IN	 	1585/KOLNP/2011	 	
	IN	 	1746/KOLNP/2005	 	226743
	IN	 	176/KOLNP/2007	 	
	IN	 	2055/KOLNP/2005	 	226430
	IN	 	2082/KOLNP/2006	 	
	IN	 	243/KOLNP/2010	 	
	IN	 	2816/KOLNP/2010	 	
	IN	 	3010/KOLNP/2006	 	
	IN	 	311/KOLNP/2008	 	
	IN	 	3286/KOLNP/2008	 	
	IN	 	329/KOLNP/2008	 	
	IN	 	343/KOLNP/2008	 	
	IN	 	366/KOLNP/2008	 	
	IN	 	4257/KOLNP/2007	 	
	IN	 	4399/KOLNP/2008	 	
	IN	 	576/KOL/2007	 	
	IN	 	652/KOLNP/2006	 	230333
	IN	 	692/KOLNP/2006	 	226485
	IN	 	820/GHE/2006	 	
	IN	 	852/CHENP/2012	 	
	IN	 	861/KOLNP/2009	 	
	JP	 	2003-570412	 	
	JP	 	2006-130431	 	
	JP	 	2008-511221	 	
	JP	 	2008-524021	 	
	JP	 	2008-524022	 	
	JP	 	2008-524023	 	
	JP	 	2008-524024	 	
	JP	 	2008-552342	 	
	JP	 	2010-518237	 	
	JP	 	2010-547715	 	
	KR	 	2004-7013022	 	


  
 Schedule 3.1(q) - 2 










					
	PCT	 	PCT/US03/04808	 	
	PCT	 	PCT/US03/04989	 	
	PCT	 	PCT/US03/13151	 	
	PCT	 	PCT/US03/29127	 	
	PCT	 	PCT/US04/08741	 	
	PCT	 	PCT/US04/08742	 	
	PCT	 	PCT/US04/08745	 	
	PCT	 	PCT/US04/10818	 	
	PCT	 	PCT/US04/13895	 	
	PCT	 	PCT/US04/27347	 	
	PCT	 	PCT/US04/29458	 	
	PCT	 	PCT/US04/41082	 	
	PCT	 	PCT/US05/06164	 	
	PCT	 	PCT/US05/10671	 	
	PCT	 	PCT/US05/29747	 	
	PCT	 	PCT/US05/32138	 	
	PCT	 	PCT/US06/17655	 	
	PCT	 	PCT/US06/28612	 	
	PCT	 	PCT/US06/28613	 	
	PCT	 	PCT/US06/28614	 	
	PCT	 	PCT/US06/28615	 	
	PCT	 	PCT/US06/37459	 	
	PCT	 	PCT/US07/01584	 	
	PCT	 	PCT/US07/01779	 	
	PCT	 	PCT/US07/19887	 	
	PCT	 	PCT/US07/19888	 	
	PCT	 	PCT/US07/21597	 	
	PCT	 	PCT/US07/21630	 	
	PCT	 	PCT/US07/24457	 	
	PCT	 	PCT/US07/25727	 	
	PCT	 	PCT/US07/25785	 	
	PCT	 	PCT/US07/06373	 	
	PCT	 	PCT/US07/08224	 	
	PCT	 	PCT/US07/08225	 	
	PCT	 	PCT/US07/19155	 	
	PCT	 	PCT/US07/19156	 	
	PCT	 	PCT/US08/000413	 	


  
 Schedule 3.1(q) - 3 










					
	PCT	 	PCT/US08/01162	 	
	PCT	 	PCT/US08/01367	 	
	PCT	 	PCT/US08/02114	 	
	PCT	 	PCT/US08/02411	 	
	PCT	 	PCT/US08/04216	 	
	PCT	 	PCT/US08/04600	 	
	PCT	 	PCT/US08/04710	 	
	PCT	 	PCT/US08/05516	 	
	PCT	 	PCT/US08/05517	 	
	PCT	 	PCT/US08/06993	 	
	PCT	 	PCT/US08/07360	 	
	PCT	 	PCT/US08/08951	 	
	PCT	 	PCT/US08/09069	 	
	PCT	 	PCT/US08/12671	 	
	PCT	 	PCT/US08/01814	 	
	PCT	 	PCT/US08/02410	 	
	PCT	 	PCT/US08/84027	 	
	PCT	 	PCT/US09/00991	 	
	PCT	 	PCT/US09/34367	 	
	PCT	 	PCT/US09/65095	 	
	PCT	 	PCT/US10/27899	 	
	PCT	 	PCT/US10/41179	 	
	PCT	 	PCT/US10/41221	 	
	PCT	 	PCT/US10/41238	 	
	PCT	 	PCT/US10/42316	 	
	PCT	 	PCT/US10/45182	 	
	PCT	 	PCT/US10/47540	 	
	PCT	 	PCT/US10/50577	 	
	PCT	 	PCT/US11/21664	 	
	PCT	 	PCT/US11/47976	 	
	PCT	 	PCT/US11/57440	 	
	PCT	 	PCT/US11/60604	 	
	PCT	 	PCT/US11/62328	 	
	PCT	 	PCT/US12/20356	 	
	TW	 	98124907	 	
	TW	 	98139664	 	
	TW	 	099108262	 	


  
 Schedule 3.1(q) - 4 










					
	TW	 	99126983	 	
	TW	 	99129535	 	
	TW	 	100102963	 	
	TW	 	100129273	 	
	TW	 	100138524	 	
	TW	 	100141483	 	
	TW	 	100144017	 	
	TW	 	101100717	 	
	TW	 	099122589	 	
	US	 	10/299,863	 	6,854,688
	US	 	10/300,021	 	7,067,208
	US	 	10/368,348	 	7,255,956
	US	 	10/368,425	 	
	US	 	10/368,493	 	7,045,237
	US	 	10/369,103	 	
	US	 	10/369,133	 	7,135,248
	US	 	10/369,322	 	7,144,651
	US	 	10/394,202	 	7,045,238
	US	 	10/394,203	 	6,924,053
	US	 	10/428,804	 	6,908,702
	US	 	10/446,704	 	7,482,078
	US	 	10/465,636	 	7,201,979
	US	 	10/635,446	 	6,821,663
	US	 	10/653,240	 	7,364,810
	US	 	10/658,275	 	7,150,927
	US	 	10/822,707	 	
	US	 	10/853,194	 	
	US	 	10/866,238	 	7,575,822
	US	 	11/002,681	 	7,422,810
	US	 	11/028,506	 	
	US	 	11/076,102	 	
	US	 	11/095,552	 	7,514,166
	US	 	11/100,489	 	7,524,572
	US	 	11/124,120	 	
	US	 	11/124,817	 	7,858,256
	US	 	11/125,267	 	7,700,210
	US	 	11/138,292	 	


  
 Schedule 3.1(q) - 5 










					
	US	 	11/188,118	 	
	US	 	11/188,120	 	7,591,880
	US	 	11/188,123	 	7,520,916
	US	 	11/207,018	 	
	US	 	11/221,983	 	
	US	 	11/236,737	 	7,785,744
	US	 	11/274,928	 	8,097,374
	US	 	11/276,717	 	7,713,649
	US	 	11/326,400	 	
	US	 	11/384,426	 	
	US	 	11/389,282	 	
	US	 	11/404,760	 	7,599,760
	US	 	11/432,503	 	7,572,530
	US	 	11/433,582	 	7,781,912
	US	 	11/436,537	 	
	US	 	11/457,016	 	
	US	 	11/491,487	 	
	US	 	11/491,488	 	8,101,307
	US	 	11/522,976	 	
	US	 	11/524,241	 	7,846,600
	US	 	11/526,029	 	7,968,245
	US	 	11/594,797	 	7,887,971
	US	 	11/641,942	 	7,393,603
	US	 	11/656,006	 	
	US	 	11/656,445	 	8,071,248
	US	 	11/656,563	 	
	US	 	11/703,152	 	
	US	 	11/707,070	 	
	US	 	11/711,625	 	
	US	 	11/717,774	 	7,878,280
	US	 	11/730,255	 	7,833,668
	US	 	11/730,256	 	7,883,803
	US	 	11/730,529	 	7,704,617
	US	 	11/730,540	 	
	US	 	11/730,541	 	7,883,813
	US	 	11/730,555	 	7,951,509
	US	 	11/785,034	 	


  
 Schedule 3.1(q) - 6 










					
	US	 	11/797,707	 	7,974,106
	US	 	11897,708	 	7,705,490
	US	 	11/802,006	 	
	US	 	11/896,487	 	
	US	 	11/898,065	 	
	US	 	11/905,051	 	
	US	 	11/905,477	 	
	US	 	11/907,204	 	
	US	 	11/907,205	 	
	US	 	11/984,605	 	
	US	 	11/987,220	 	
	US	 	12/000,924	 	7,951,496
	US	 	12/005,344	 	7,781,112
	US	 	12/010,884	 	8,110,319
	US	 	12/071,396	 	
	US	 	12/078,926	 	
	US	 	12/081124	 	
	US	 	12/149,488	 	
	US	 	12/149,816	 	
	US	 	12/149,984	 	
	US	 	12/155,367	 	7,846,599
	US	 	12/213,088	 	
	US	 	12/219,684	 	
	US	 	12/222,294	 	
	US	 	12/222,295	 	
	US	 	12/222,712	 	7,704,618
	US	 	12/222,736	 	
	US	 	12/225,915	 	
	US	 	12/230,486	 	8,071,241
	US	 	12/268,585	 	
	US	 	12/289,510	 	
	US	 	12/29,2151	 	8,067,129
	US	 	12/292,078	 	
	US	 	12/379,299	 	
	US	 	12/379,310	 	
	US	 	12/379,618	 	
	US	 	12/382,173	 	7,931,997


  
 Schedule 3.1(q) - 7 










					
	US	 	12/402,423	 	8,097,378
	US	 	12/457,982	 	
	US	 	12/458,171	 	
	US	 	12/458,172	 	
	US	 	12/458,173	 	
	US	 	12/458,341	 	8,071,246
	US	 	12/458,342	 	
	US	 	12/458,355	 	
	US	 	12/458,356	 	
	US	 	12/461,413	 	
	US	 	12/507,670	 	
	US	 	12/535,971	 	
	US	 	121585,627	 	
	US	 	12/591,464	 	
	US	 	12/591,872	 	
	US	 	12/591,986	 	
	US	 	12/659,742	 	
	US	 	12/659,899	 	
	US	 	12/759395	 	
	US	 	12/765,208	 	
	US	 	12/765,732	 	7,901,814
	US	 	12/765213	 	8,057,944
	US	 	12/766,711	 	
	US	 	12/850,885	 	
	US	 	12/873,935	 	
	US	 	12/889,776	 	
	US	 	12/892,582	 	
	US	 	12/986,291	 	8,053,136
	US	 	13/009,085	 	
	US	 	13/020,598	 	
	US	 	13/033,990	 	
	US	 	13/154,888	 	
	US	 	13/211,903	 	
	US	 	13/242,194	 	
	US	 	13/268,233	 	
	US	 	13/269,006	 	
	US	 	13/279,921	 	


  
 Schedule 3.1(q) - 8 










					
	US	 	13/282,899	 	
	US	 	13/286,749	 	
	US	 	13/295,527	 	
	US	 	13/306,511	 	
	US	 	13/339,860	 	
	US	 	13/344,077	 	
	US	 	13/344,232	 	
	US	 	13/344,304	 	
	US	 	13/344,364	 	
	US	 	60/357,636	 	
	US	 	60/377,199	 	
	US	 	60/420,259	 	
	US	 	60/461,190	 	
	US	 	60/537,899	 	
	US	 	60/552,202	 	
	US	 	60/602,891	 	
	US	 	60/608,902	 	
	US	 	60/660,515	 	
	US	 	60/664,294	 	
	US	 	60/666,304	 	
	US	 	60/698,468	 	
	US	 	60/701,976	 	
	US	 	60/701,977	 	
	US	 	60/760,933	 	
	US	 	60/782,268	 	
	US	 	60/788,042	 	
	US	 	60/788,043	 	
	US	 	60/788,044	 	
	US	 	60/792,614	 	
	US	 	60/808,113	 	
	US	 	60/809,395	 	
	US	 	60/816,878	 	
	US	 	60/842,361	 	
	US	 	60/852,396	 	
	US	 	60/853,443	 	
	US	 	60/861,444	 	
	US	 	60/861,708	 	


  
 Schedule 3.1(q) - 9 










					
	US	 	60/875,825	 	
	US	 	60/887,398	 	
	US	 	60/901,638	 	
	US	 	60/907,524	 	
	US	 	60/907,706	 	
	US	 	60/924,874	 	
	US	 	60/929,161	 	
	US	 	60/935,092	 	
	US	 	60/935,471	 	
	US	 	60/996,352	 	
	US	 	61/000,891	 	
	US	 	61/064,143	 	
	US	 	61/064,144	 	
	US	 	61/064,566	 	
	US	 	61/129,620	 	
	US	 	61/129,621	 	
	US	 	61/129,622	 	
	US	 	61/129,623	 	
	US	 	61/129,759	 	
	US	 	61/129,838	 	
	US	 	61/129,882	 	
	US	 	61/136,091	 	
	US	 	61/193,596	 	
	US	 	61/193377	 	
	US	 	61/202,639	 	
	US	 	61/202,683	 	
	US	 	61/202,876	 	
	US	 	61/272,056	 	
	US	 	61/272,227	 	
	US	 	61/272,494	 	
	US	 	61/282528	 	
	US	 	61/298,468	 	
	US	 	61/374,424	 	
	US	 	61/386,257	 	
	US	 	61/406,265	 	
	US	 	61/413,629	 	
	US	 	61/418,043	 	


  
 Schedule 3.1(q) - 10 











					
	US	 	61/430,255	 	
	US	 	61/467,444	 	
	US	 	61/478,697	 	
	US	 	61/494,397	 	
	US	 	61/496,143	 	
	US	 	61/501,367	 	
	US	 	61/501,382	 	
	US	 	61/501,599	 	
	US	 	61/501,604	 	
	US	 	61/501,607	 	
	US	 	61/501,610	 	
	US	 	61/501,613	 	
	US	 	61/511,305	 	
	US	 	61/535,121	 	
	US	 	61/539,045	 	
	US	 	61/560,893	 	
	US	 	61/561,344	 	
	US	 	61/600,102	 	
	US	 	61/600,132	 	
	US	 	61/600,171	 	
	Israel	 	207645	 	
	
	TRADEMARKS
			
	 Country
	 	 Application Serial

Number / Registration Number
	 	 Mark

	US	 	Reg. No. 3,532,547	 	GRID TO GO
	US	 	Reg. No. 3,677,943	 	ENERGY SAVER
	US	 	Reg. No. 3,673,390	 	BLOOM ENERGY
	US	 	Reg. No. 3,362,904	 	BLOOMENERGY
	CTM	 	Serial No. 8889891	 	BLOOM ENERGY
	US	 	Serial No. 77/943,428	 	BLOOM BOX
	US	 	Serial No. 77/950,803	 	BLOOM ENERGY
	US	 	Serial No. 85/266,176	 	BLOOM ELECTRONS
	US	 	Reg. No. 3,620,161	 	POWDER TO POWDER
	US	 	Serial No. 77/388,058	 	BE


  
 Schedule 3.1(q) - 11 











					
	US	 	Reg. No. 3,213,856	 	ION AMERICA
	US	 	Serial No. 85/546,516	 	THE BLOOM FOUNDATION
	US	 	Serial No. 85/546,526	 	THE BLOOM ENERGY FOUNDATION
	 US
	 	Serial No. 85/546532	 	BLOOM ENERGY MY ENERGY

 Agreements entered into since July 9, 2010: 
  

	1.	Trademark Co-Existence Agreement, dated July 1, 2011, between Bloom and Bloom Engineering Company. 


  
 Schedule 3.1(q) - 12