Exhibit 10.3


 


Certain portions of this Exhibit have been redacted pursuant
to Item 601(b)(10) of Regulation S-K and, where applicable, have been marked with “[***]” to indicate where redactions
have been made. The marked information has been redacted because it is both (i) not material and (ii) would likely cause competitive
harm to the Company if publicly disclosed.


 


 




MEMBERSHIP INTEREST PURCHASE AGREEMENT





with respect to





Repowering Partnership II LLC





by and between








CWSP Wildorado Elbow Holding LLC


 


and


 


Wind TE Holdco LLC


 




dated as of April 17, 2020





 


 






     


     


    

 


Table
of Contents


 


	 	 	Page
	 	 	 
	ARTICLE 1 DEFINITIONS AND PRINCIPLES OF INTERPRETATION	2
	1.01.	Definitions	2
	1.02.	Rules of Interpretation	8
	ARTICLE 2 SALE OF MEMBERSHIP INTERESTS	8
	2.01.	Purchase and Sale	8
	2.02.	Purchase Price	8
	2.03.	Transfer Taxes	9
	2.04.	Tax Reporting of Transaction	9
	ARTICLE 3 REPRESENTATIONS AND WARRANTIES	9
	3.01.	Representations and Warranties with respect to the Seller	9
	3.02.	Representations and Warranties with Respect to the Purchaser	11
	ARTICLE 4 CONDITIONS PRECEDENT	13
	4.01.	Closing Date Conditions Precedent	13
	ARTICLE 5 CERTAIN COVENANTS	15
	5.01.	Regulatory and Other Permits	15
	5.02.	Fulfillment of Conditions	15
	5.03.	Further Assurances	15
	5.04.	Notice of Transfer	15
	5.05.	[***]	16
	ARTICLE 6 INDEMNIFICATION	16
	6.01.	Indemnification by Seller	16
	6.02.	Indemnification by Purchaser	16
	6.03.	Survival of Representations, Warranties, Covenants and Agreements	16
	6.04.	Limitations on Claims	16
	6.05.	Procedure for Indemnification of Third Party Claims	17
	6.06.	Rights of the Indemnifying Party in the Defense of Third Party Claims	17
	6.07.	Direct Claims	18
	6.08.	Exclusive Remedy	19
	6.09.	Mitigations	19
	6.10.	No Solicitation	19
	ARTICLE 7 TERMINATION	19
	7.01.	Termination	19
	7.02.	Effect of Termination	20
	ARTICLE 8 GENERAL PROVISIONS	20
	8.01.	Notices	20
	8.02.	Entire Agreement	21
	8.03.	Specific Performance	21
	8.04.	Time of the Essence	21
	8.05.	Expenses	21
	8.06.	Confidentiality; Disclosures	21
	8.07.	Waiver	21
	8.08.	Amendment	21
	8.09.	No Third Party Beneficiary	21



 






    	 	-i-	 



     


    

 


TABLE OF CONTENTS 


(continued)


 


	 	 	Page
	 	 	 
	8.10.	Assignment	22
	8.11.	Severability	22
	8.12.	Governing Law	22
	8.13.	Consent to Jurisdiction	22
	8.14.	Waiver of Jury Trial	23
	8.15.	Limitation on Certain Damages	23
	8.16.	Disclosures	23
	8.17.	Facsimile Signature; Counterparts	23


 






    	 	-ii-	 



     


    

 


TABLE OF CONTENTS 


(continued)



 





Schedules
and Exhibits:


  


[***]


 


 



    	 	-iii-	 



     


    




 


MEMBERSHIP
INTEREST PURCHASE AGREEMENT


 


THIS MEMBERSHIP INTEREST
PURCHASE AGREEMENT (as amended, restated or otherwise modified from time to time, this “Agreement”), dated as
of April 17, 2020 (the “Execution Date”), is entered into by and between CWSP WILDORADO ELBOW HOLDING LLC, a
Delaware limited liability company (the “Seller”), and WIND TE HOLDCO LLC, a Delaware limited liability company
(the “Purchaser”). Purchaser and Seller are referred to, collectively, as the “Parties” and
each, individually, as a “Party.” Capitalized terms not otherwise defined herein shall have the meaning given
them in Section 1.01 of this Agreement.


 


RECITALS:


 


1.       As
of the Closing Date, Clearway Renew LLC will own one hundred percent (100%) of the membership interests in Seller. As of the Execution
Date, the Purchaser owns one hundred percent (100%) of the “Class A Membership Interests” of Repowering Partnership
II LLC (the “Company”) and the Seller owns one hundred percent (100%) of the “Class B Membership Interests”
of the Company (the “Class B Membership Interests”).


 


2.       The
Company owns one hundred percent (100%) of the membership interests in Repowering Partnership Holdco LLC, a Delaware limited liability
company (“Repowering Holdco”).


 


3.       As
of the Execution Date, (a) Repowering Holdco owns one hundred percent (100%) of the “Class B Units” (as defined in
the Elbow Creek MIPA) in Elbow Creek Repowering Tax Equity Holdco LLC, a Delaware limited liability company (“Elbow Creek
Holdco”) and Tax Equity Investor will own 100% of the “Class A Units” (as defined in the Elbow Creek MIPA)
in Elbow Creek Holdco and (b) Repowering Holdco owns one hundred percent (100%) of the “Class B Units” (as defined
in the Wildorado MIPA) in Wildorado Repowering Tax Equity Holdco LLC, a Delaware limited liability company (“Wildorado
Holdco”) and Tax Equity Investor owns 100% of the “Class A Units” (as defined in the Wildorado MIPA) in Wildorado
Holdco.


 


4.       Elbow
Creek Holdco owns one hundred percent (100%) of the membership interests in Elbow Creek Wind Project, LLC, a Texas limited liability
company ( “Elbow Creek Project Company”)


 


5.       Wildorado
Holdco owns one hundred percent (100%) of the membership interests in Wildorado Wind, LLC, a Texas limited liability company (
 “Wildorado Project Company” and together with Elbow Creek Project Company, Repowering Holdco, Elbow Creek Holdco
and Wildorado Holdco, the “Repowering Entities”).


 


6.       Elbow
Creek Project Company owns an approximately 121.9 MW AC wind energy project in Howard County, Texas (the “Elbow Creek
Project”).


 


7.       Wildorado
Project Company owns an approximately 161 MW AC wind energy project in Oldham, Randall and Potter Counties, Texas (the “Wildorado
Project” and together with the Elbow Creek Project the “Projects”).


 






     


     


    

 


8.       On
the Closing Date, Seller desires to sell and irrevocably and unconditionally transfer to Purchaser, and Purchaser desires
to purchase from Seller, one hundred percent (100%) of the Class B Membership Interests in exchange for the payment of the Purchase
Price.


 


9.       In
consideration of the mutual agreements, covenants, representations and warranties set forth herein, and intending to be legally
bound hereby, the Parties agree as follows:


 


Article
1

DEFINITIONS AND PRINCIPLES OF INTERPRETATION


 


1.01.    Definitions.
 As used in this Agreement, the following defined terms have the meanings indicated below:


 


“Acquisition Date” means
[***].


 


“Action or Proceeding”
means any action, suit, proceeding, arbitration or investigation by or before any Governmental Authority.


 


“Affiliate”
of a specified Person means any other Person that directly or indirectly through one or more intermediaries Controls, is Controlled
by or is under common Control with the Person specified. For the purposes of this Agreement, Clearway Renew LLC and its direct
or indirect subsidiaries, including Seller, the Company and the Repowering Entities shall not be considered “Affiliates”
of Clearway Energy, Inc. and its direct or indirect subsidiaries, including the Purchaser.


 


“Assignment
and Assumption Agreement” means an Assignment and Assumption Agreement dated as of the Closing Date by and between Seller
and Purchaser, in the form attached as Exhibit E.


 


“Business Day”
means any day except Saturday, Sunday and any day that is a legal holiday in New York City or a day on which banking institutions
are authorized or required by Law or other government action to close in New York City.


 


“Cap”
has the meaning set forth in Section 6.04(c).


 


“Class B
Membership Interest” has the meaning set forth in the recitals.


 


“Closing”
has the meaning set forth in Section 4.01.


 


“Closing Date”
means the date on which all of the conditions set forth in Section 4.01 have been satisfied or waived and the sale of the
Class B Membership Interests to Purchaser has been consummated pursuant to this Agreement.


 


“Code”
means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.


 


“Company”
has the meaning set forth in the recitals.


 






    	 	2	 



     


    

 


“Company Contracts”
means all material Contracts and amendments, modifications and supplements thereto, to which the Company or the Repowering Entities
is a party or by which the Company, the Repowering Entities or any of their assets or properties are bound.


 


“Consequential
Damages” has the meaning set forth in Section 8.15.


 


“Constitutive
Documents” means any certificates of formation, articles of incorporation, and the bylaws, limited liability company
agreements or partnership agreements, as amended (if applicable).


 


“Contract”
means any agreement, purchase order, commitment, evidence of Indebtedness, mortgage, indenture, security agreement or other contract,
entered into by a Person or by which a Person or any of its assets are bound.


 


“Control”
of a Person means the power, directly or indirectly, to direct or cause the direction of the management or policies of such Person
(whether through ownership of securities or partnership or other ownership interests, by contract or otherwise).


 


“Deductible”
has the meaning set forth in Section 6.04(a).


 


“Disclosure
Schedules” means the schedules to the Seller’s and Purchaser’s representations and warranties provided pursuant
to Article 3.


 


“Elbow Creek
Holdco” is defined in the recitals to this Agreement.


 


[***]


 


“Elbow Creek
Project” is defined in the recitals to this Agreement.


 


“Elbow Creek
Project Company” is defined in the recitals to this Agreement.


 


“Environmental
Law” means any Law imposing liability, standards or obligations of conduct concerning pollution or protection of human
health and safety (including the health and safety of workers under the U.S. Occupational Safety and Health Act of 1970 (29 U.S.C.
 §§ 651 et seq.)), flora and fauna, any Environmental Media, including (a) any Law relating to any
actual or threatened emission, discharge, release, manufacture, processing, distribution, use, treatment, storage, disposal, transport,
or handling of any hazardous waste (as defined by 42 U.S.C. § 6903(5)), hazardous substance (as defined by 42 U.S.C.
 § 9601(14)), hazardous material (as defined by 49 U.S.C. § 5102(2)), toxic pollutant (as listed pursuant to
33 U.S.C. § 1317), or pollutant or contaminant (as pollutant or contaminant is defined in 42 U.S.C. § 9601(33)),
any oil (as defined by 33 U.S.C. § 2701(23)); and (b) the Comprehensive Environmental Response, Compensation, and
Liability Act of 1980 (42 U.S.C. §§ 9601 et seq.) (“CERCLA”), the Federal Water Pollution
Control Act (33 U.S.C. §§ 1251 et seq.) and the Endangered Species Act of 1973 (16 U.S.C. 1531 et seq.)
with any amendments or reauthorization thereto or thereof, and any and all regulations promulgated thereunder, and all analogous
state and local counterparts or equivalents.


 






    	 	3	 



     


    

 


“Execution Date”
has the meaning set forth in the preamble to this Agreement.


 


“Financing Agreement”
means that certain Financing Agreement, [***], by and among the Company, the financial institutions from time to time party thereto
as lenders and as issuers of letter of credit, [***] as administrative agent for the lenders, [***], as collateral agent for the
secured parties described therein, and the other agents and Persons from time to time party thereto.


 


“GAAP”
means generally accepted accounting principles in the United States, consistently applied throughout the relevant periods.


 


“Governmental
Approval” means any consent or approval required by any Governmental Authority.


 


“Governmental
Authority” means any foreign, domestic, federal, territorial, state or local governmental authority, court, commission,
board, bureau, agency or instrumentality, or any regulatory, administrative or other department, agency, or any political or other
subdivision, department or branch of any of the foregoing, any Taxing Authority and any electric reliability organization, regional
transmission organization or independent system operator or any successor thereto.


 


“Indebtedness”
means all obligations of a Person (a) for borrowed money, (b) evidenced by notes, bonds, debentures or similar instruments, (c)
for the deferred purchase price of goods or services (other than trade payables or accruals incurred in the ordinary course of
business and not past due), (d) under capital leases, (e) secured by a Lien on the assets of such Person, whether or not such obligation
has been assumed by such Person, (f) with respect to reimbursement obligations for letters of credit and other similar instruments
(whether or not drawn), (g) in the nature of guaranties of the obligations described in clauses (a) through (f) above of any other
Person or as to which such Person has an obligation substantially the economic equivalent of a guaranty, or (h) in respect of any
other amount properly characterized as indebtedness in accordance with GAAP.


 


“Indemnified
Party” means any Person claiming indemnification under any provision of Article 6.


 


“Indemnifying
Party” means any Person against whom a claim for indemnification is being asserted under any provision of Article
  6.


 


“Knowledge”
means the actual knowledge of [***], after reasonable inquiry of their direct reports.


 


“Law”
means any applicable constitution, statute, law, ordinance, regulation, rate, ruling, order, judgment, legally binding guideline,
restriction, requirement, writ, injunction or decree that has been enacted, issued or promulgated by any Governmental Authority.


 


“Liabilities”
means any liability, Indebtedness, obligation, commitment, or expense, in each case, requiring either (i) the payment of a monetary
amount, or (ii) any type or fulfillment of an obligation, and in each case whether accrued, absolute, contingent, asserted, matured,
unmatured, secured or unsecured.


 






    	 	4	 



     


    

 


“Lien”
means any lien, mortgage, pledge, security interest, charge or encumbrance of any kind (including, without limitation, any conditional
sale or other title retention agreement, any lease in the nature thereof, and any agreement to give any lien or security interest).


 


“LLCA”
means the Limited Liability Company Agreement of the Company, dated as of [***], by and between Purchaser and Seller (as assignee
of Clearway Renew LLC).


 


“Losses”
means any and all claims, damages, losses, Liabilities, costs, fines, penalties assessed by any Governmental Authority and expenses
(including settlement costs and any reasonable legal, accounting or other expenses for investigating or defending any actions or
threatened actions), and excluding any consequential, incidental, indirect, special, exemplary or punitive damages.


 


“Material Adverse
Effect” means any fact, event, circumstance, condition, change or effect that has, or would reasonably be expected to
have, individually or in the aggregate, a materially adverse effect on the assets, properties, liabilities, financial condition
or results of operations of the Projects, the Company or the Repowering Entities, individually or taken as a whole; provided,
however, that none of the following shall be or will be deemed to constitute and shall not be taken into account in determining
the occurrence of a Material Adverse Effect: any fact, event, circumstance, condition, change or effect resulting from (a) any
economic change generally affecting the international, national or regional (i) electric generating industry or (ii) wholesale
markets for electric power; (b) any economic change in markets for commodities or supplies, including electric power, as applicable,
used in connection with the Company or the Repowering Entities; (c) any change in general regulatory or political conditions,
including any engagements of hostilities, acts of war or terrorist activities, natural disasters or weather-related events or changes
imposed by a Governmental Authority associated with additional security; (d) any change in any Laws (including Environmental
Laws), industry standards generally affecting the industry or markets in which the Company or the Repowering Entities operate or
GAAP; (e) any change in the financial condition of the Company or the Repowering Entities caused by the transactions contemplated
by this Agreement and the proposed purchase by the Purchaser; (f) any change in the financial, banking, or securities markets (including
any suspension of trading in, or limitation on prices for, securities on the New York Stock Exchange, American Stock Exchange or
Nasdaq Stock Market) or any change in the general national or regional economic or financial conditions; (g) any actions to
be taken pursuant to or in accordance with this Agreement; or (h) the announcement or pendency of the transactions contemplated
hereby, including any labor union activities or disputes; provided, however, that any fact, event, circumstance, condition,
change or effect resulting from clauses (a) through (f) shall nonetheless be taken into consideration in determining whether a
Material Adverse Effect has occurred to the extent such changes, events, effects or occurrences have a materially disproportionate
impact on the Company or the Repowering Entities, taken as whole, as compared to similarly situated businesses in the same industry
and in the same geographical area.


 






    	 	5	 



     


    

 


“MW”
means megawatt (alternating current).


 


“Order”
means any writ, judgment, injunction, ruling, decision, order or similar direction of any Governmental Authority, whether preliminary
or final.


 


“Party”
has the meaning set forth in the preamble.


 


“Permit”
means all licenses, permits, consents, authorizations, approvals, ratifications, certifications, registrations, exemptions, variances,
exceptions and similar consents granted or issued by any Governmental Authority.


 


“Permitted Equity
Encumbrance” means (a) those restrictions on transfer imposed by applicable securities laws, (b) restrictions imposed
on transfers set forth in the Constitutive Documents of the Company, Elbow Creek Project Company or Wildorado Project Company,
and (c) Liens created pursuant to the “Financing Documents” (as defined in the Financing Agreement).


 


“Permitted Lien”
means any (a) mechanic’s, laborer’s, workmen’s, repairmen’s and carrier’s Liens, including all
statutory Liens (i) relating to obligations as to which there is no existing default on the part of the Company or the Repowering
Entities or (ii) that Seller is contesting in good faith through appropriate proceedings and set forth on Schedule 1.01(b)
of the Disclosure Schedules and as to which adequate reserves in accordance with GAAP have been taken on the books of the Company
or the Repowering Entities, as applicable; (b) Liens for Taxes, assessments and other governmental charges not yet due and
payable or, if due, (i) not delinquent or (ii) being contested in good faith through appropriate proceedings and set
forth on Schedule 1.01(b) of the Disclosure Schedules and as to which adequate reserves in accordance with GAAP have been
taken on the books of the Company or the Repowering Entities; (c) good faith deposits in connection with bids, tenders, leases,
contracts or other agreements, including rent security deposits; (d) pledges or deposits to secure public or statutory obligations
or appeal bonds; (e) in the case of personal property owned or held by the Company or the Repowering Entities, covenants and
other restrictions in the Company Contracts; and (f) any other Liens set forth on Schedule 1.01(b) of the Disclosure Schedules.


 


“Person”
means any natural person, corporation, limited liability company, general partnership, limited partnership, proprietorship, other
business, entity, organization, trust, union, association or Governmental Authority.


 


“Projects”
has the meaning set forth in the recitals to this Agreement.


 


“Purchaser Indemnified
Parties” means Purchaser, its successors and permitted assigns, and each of their Representatives.


 


“Purchaser”
has the meaning set forth in the preamble.


 


“Repowering
Entities” is defined in the recitals to this Agreement.


 


“Repowering
Holdco” is defined in the recitals to this Agreement.


 






    	 	6	 



     


    

 


“Representatives”
means with respect to any Person, the officers, directors, employees, counsel, accountants, financing advisors, consultants and
agents of such Person.


 


“Seller Indemnified
Parties” means Seller, its successors and permitted assigns, and each of their Representatives.


 


“Seller”
has the meaning set forth in the preamble.


 


“Seller Approvals”
has the meaning set forth in Section 3.01(e).


 


“Seller Consents”
has the meaning set forth in Section 3.01(c).


 


“Seller Parent”
means Clearway Energy Group LLC, a Delaware limited liability company.


 


[***]


 


[***]


 


“Tax”
or “Taxes” means all taxes, charges, fees, levies, penalties or other assessments imposed by any federal, state
or local or foreign taxing authority, including, but not limited to, income, excise, ad valorem, real or personal property, sales,
transfer, franchise, payroll, withholding, social security, gross receipts, license, stamp, occupation, employment or other taxes,
including any interest, penalties or additions attributable thereto.


 


[***]


 


“Tax Equity
Investor” means [***], a Delaware limited liability company.


 


“Tax Return”
means any report, form, return, statement or other information (including any amendments) required to be supplied to or filed with
a Governmental Authority by a Person with respect to Taxes, including, but not limited to, information returns, any amendments
thereof or schedule or attachment thereto and any documents with respect to or accompanying requests for the extension of time
in which to file any such report, form, return, statement or other information.


 


“Transfer Tax”
means any and all sales, use, transfer, real property transfer, recording, documentary, stamp, registration, stock transfer and
other similar Taxes (including any penalties and interest or additions thereto) incurred in connection with the transactions contemplated
by this Agreement (including recording and escrow fees and any real property or leasehold interest transfer or gains or any similar
Tax).


 





“Wildorado Holdco”
has the meaning set forth in the recitals to this Agreement.


 


[***]


 


“Wildorado Project”
has the meaning set forth in the recitals to this Agreement.


 






    	 	7	 



     


    





 


“Wildorado Project
Company” has the meaning set forth in the recitals to this Agreement.


 


1.02.       
Rules of Interpretation.


 


(a)          
Construction. As used herein, the singular shall include the plural, the masculine gender
shall include the feminine and neuter and the neuter gender shall include the masculine and feminine unless the context otherwise
indicates.


 


(b)          
References. References to Articles and Sections are intended to refer to Articles and
Sections of this Agreement, and all references to Annexes, Exhibits and Schedules are intended to refer to Annexes, Exhibits and
Schedules attached to this Agreement, each of which is made a part of this Agreement for all purposes. The terms “include,”
 “includes” and “including” mean “including, without limitation.” Any date specified for action
that is not a Business Day shall mean the first Business Day after such date. Any reference to a Person shall be deemed to include
such Person’s successors and permitted assigns. Any reference to any document or documents shall be deemed to refer to such
document or documents as amended, modified, supplemented or replaced from time to time in accordance with the terms of this Agreement.
References to laws refer to such laws as they may be amended from time to time, and references to particular provisions of a Law
include any corresponding provisions of any succeeding Law. The words “herein,” “hereof” and “hereunder”
and words of similar import shall refer to this Agreement as a whole and not to any particular section or subsection of this Agreement.
References to money refer to legal currency of the United States of America.


 


(c)          
Accounting Terms. As used in this Agreement and in any certificate or other documents
made or delivered pursuant hereto, accounting terms not defined in this Agreement or in any such certificate or other document,
and accounting terms partly defined in this Agreement or in any such certificate or other document to the extent not defined, will
have the respective meanings given to them under GAAP. To the extent that the definitions of accounting terms in this Agreement
or in any such certificate or other document are inconsistent with the meanings of such terms under GAAP, the definitions contained
in this Agreement or in any such certificate or other document will control.


 


Article
2

Sale of MEMBERSHIP INTERESTS


 


2.01.       
Purchase and Sale. On the basis
of the representations, warranties and agreements contained herein and subject to the terms and conditions set forth in this Agreement,
at the Closing, Seller shall sell, convey, transfer, assign, and deliver to Purchaser, and Purchaser shall purchase and accept
from Seller, all of Seller’s right, title and interest in and to the Class B Membership Interests free and clear of all Liens
(other than (i) Permitted Equity Encumbrances and (ii) Permitted Liens).


 


2.02.       
Purchase Price.


 


(a)          
In consideration of the purchase and sale of the Class B Membership Interests described in Section 2.01, Purchaser
shall pay or cause to be paid to Seller an amount (the “Purchase Price”) equal to Seventy Million Dollars ($70,000,000).




 






    	 	8	 



     


    

 


(b)          
The Purchase Price shall be due and payable and shall be paid upon the Closing Date by wire transfer of immediately available
funds, without any deduction, setoff, counterclaim or withholding except as set forth in Section 6.06, and applied in accordance
with a funds flow memorandum agreed to between the Purchaser and the Seller.


 


2.03.       
Transfer Taxes. [***].


 


2.04.       
Tax Reporting of Transaction.
For federal income tax purposes, the Parties shall report the transactions contemplated herein as follows:


 


(a)          
On the Execution Date the Company is treated as a partnership for U.S. federal income tax purposes.


 


(b)          
On the Execution Date, consistent with Revenue Ruling 99-6 (Situation 1), (i) with respect to Seller, as a sale of partnership
interests, and (ii) with respect to Purchaser, as a purchase of all the assets, and assumption of all the liabilities, of the Company.


 


Article
3

REPRESENTATIONS AND WARRANTIES


 


3.01.       
Representations and Warranties with respect to the Seller.
The Seller hereby represents and warrants to the Purchaser, as of the Execution Date and the Closing Date, as follows; provided
that any representation and warranty set forth in this Section 3.01 and expressly stated to be made only as of a specified
date shall be made solely as of such date:


 


(a)          
Existence. Seller is a limited liability company duly formed, validly existing and in good standing under the Laws
of the State of Delaware. Seller has full power and authority to execute and deliver this Agreement and any other agreements to
be executed and delivered by Seller hereunder, and to perform its obligations hereunder and thereunder and to consummate the transactions
contemplated hereby and thereby, including to sell to Purchaser the Class B Membership Interests.


 


(b)          
Authority. All actions or proceedings necessary to authorize the execution and delivery by Seller of this Agreement
and the performance by Seller of its obligations hereunder have been duly and validly taken. This Agreement has been duly and validly
executed and delivered by Seller and constitutes the legal, valid and binding obligations of Seller enforceable against Seller
in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance,
arrangement, moratorium or other similar Laws relating to or affecting the rights of creditors generally, or by general equitable
principles.


 


(c)          
No Consent. Except as set forth on Schedule 3.01(c) of the Disclosure Schedules (the “Seller
Consents”), and except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect, or would not reasonably be expected to adversely affect the ability of Seller to consummate the transactions contemplated
by this Agreement or to perform its obligations hereunder, the execution, delivery and performance by Seller of this Agreement
does not require Seller to obtain any consent, approval or action of or give any notice to any Person as a result or under any
terms, conditions or provisions of any Contract or Permit by which it is bound.


 






    	 	9	 



     


    

 


(d)          
No Conflicts. The execution, delivery and performance of this Agreement by Seller does not and will not (i) conflict
with, result in a breach of, or constitute a default under, the Constitutive Documents of the Seller or any material Contract to
which Seller is a party; (ii) result in the creation of any Lien upon any of the Class B Membership Interests; (iii) accelerate
or modify, or give any party the right to accelerate or modify, the time within which, or the terms under which, any duties or
obligations are to be performed by Seller or any rights or benefits are to be received by any Person, under any Contract to which
Seller is a party; or (iv) violate in any material respect any Law.


 


(e)          
Regulatory Matters. Except as set forth on Schedule 3.01(e) of the Disclosure Schedules (“Seller
Approvals”), no Governmental Approval on the part of Seller is required in connection with the execution, delivery and
performance of this Agreement or the consummation of the transactions contemplated hereby.


 


(f)           
Legal Proceedings. Except as set forth in Schedule 3.01(f) of the Disclosure Schedules, there are no Actions
or Proceedings pending or, to the Knowledge of Seller, threatened, as of the date of this Agreement against Seller that (a) affect
Seller or any of its assets or properties or (b) would reasonably be expected to result in the issuance of an Order restraining,
enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement.
Seller is not subject to any Order which materially restricts the operation of its business or which would reasonably be expected
to have a Material Adverse Effect.


 


(g)          
Brokers. Except as set forth on Schedule 3.01(g) of the Disclosure Schedules, no Person has any claim
against the Seller for a finder’s fee, brokerage commission or similar payment directly or indirectly in connection with
the transactions contemplated by this Agreement.


 


(h)          
Compliance with Laws. Seller is not in material violation of any material Law or Order applicable to Seller or by
which any of the Class B Membership Interests are bound or subject. Seller has not received any notice from any Governmental Authority
of any material violation of any such Law since the Acquisition Date.


 


(i)            
Tax Status. Since the Acquisition Date Seller is not, and its owner for U.S. federal income tax purposes is not a
 “foreign person” within the meaning of Section 1445(b)(2) of the Code.


 


(j)            
Disclosures. To the Knowledge of Seller, no representation or warranty by Seller contained in this Agreement, and
no statement contained in the Disclosure Schedules or any other document, certificate or other instrument delivered to or to be
delivered by or on behalf of Seller contains, or will contain any untrue statement of a material fact or omits or will omit to
state any material fact necessary, in light of the circumstances under which it was or will be made, in order to make the statements
herein or therein not misleading when taken as a whole.


 


(k)          
Valid Interests.


 






    	 	10	 



     


    

 


(i)        Seller
owns directly of record and beneficially, free and clear of all Liens, other than Permitted Equity Encumbrances, one hundred percent
(100%) of the Class B Membership Interests of the Company on the Execution Date and on the Closing Date immediately prior to the
consummation of the sale to Purchaser contemplated by this Agreement.


 


(ii)        Other
than this Agreement and the LLCA, there are no outstanding options, warrants, calls, puts, convertible securities, or other contracts
of any nature obligating or permitting the Seller or the Company to issue, deliver, acquire or sell membership interests or other
securities in the Company.


 


(l)            
[Reserved].


 


(m)          
[***].


 


(n)          
No Other Warranties. EXCEPT FOR THE WARRANTIES SET FORTH HEREIN, THE CLASS B MEMBERSHIP INTERESTS ARE BEING SOLD
HEREUNDER ON AN “AS IS,” “WHERE IS” BASIS. THE WARRANTIES SET FORTH HEREIN ARE EXCLUSIVE AND ARE IN LIEU
OF ALL OTHER WARRANTIES, WHETHER STATUTORY, WRITTEN OR ORAL, EXPRESS OR IMPLIED; SELLER PROVIDES NO OTHER WARRANTIES WITH RESPECT
TO THE CLASS B MEMBERSHIP INTERESTS, THE COMPANY, THE PROJECT COMPANIES, THE PROJECTS, THE REPOWERING ENTITIES, THE ASSETS OF THE
COMPANY, THE ASSETS OF THE PROJECT COMPANIES, OR THE ASSETS OF THE REPOWERING ENTITIES, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, ALL OF
WHICH ARE EXPRESSLY DISCLAIMED. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 3.01, SELLER MAKES NO REPRESENTATION OR WARRANTY
TO PURCHASER WITH RESPECT TO ANY FINANCIAL PROJECTIONS, FORECASTS OR FORWARD LOOKING STATEMENTS OF ANY KIND OR NATURE WHATSOEVER
RELATING TO THE COMPANY, THE PROJECT COMPANIES, THE PROJECTS, THE REPOWERING ENTITIES, THE ASSETS OF THE COMPANY, THE ASSETS OF
THE PROJECT COMPANIES, THE ASSETS OF THE REPOWERING ENTITIES OR THE CLASS B MEMBERSHIP INTERESTS.


 


3.02.       
Representations and Warranties with Respect to the Purchaser.
The Purchaser hereby represents to the Seller as of the Execution Date and the Closing Date, as follows; provided that any
representation and warranty set forth in this Section 3.02 and expressly stated to be made only as of a specified date shall
be made solely as of such date:


 


(a)          
Existence.  Purchaser is a limited liability company duly formed, validly existing and in good standing under
the Laws of the State of Delaware. Purchaser has full power and authority to execute and deliver this Agreement and each other
agreement required to be executed by it pursuant to the terms hereof, to perform its obligations hereunder and thereunder and to
consummate the transactions contemplated hereby and thereby and to own or lease its assets and properties and to carry on its business
as currently conducted.


 






    	 	11	 



     


    

 


(b)          
Authority.  All actions or proceedings necessary to authorize the execution and delivery by Purchaser of this
Agreement, and the performance by Purchaser of its obligations hereunder, have been duly and validly taken. This Agreement has
been duly and validly executed and delivered by Purchaser and constitutes legal, valid and binding obligation of Purchaser enforceable
against Purchaser in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, fraudulent
conveyance, arrangement, moratorium or other similar Laws relating to or affecting the rights of creditors generally, or by general
equitable principles.


 


(c)          
No Consent.  Except as disclosed on Schedule 3.02(c) of the Disclosure Schedules, and except as
would not, individually or in the aggregate, reasonably be expected to cause a Material Adverse Effect, or would not reasonably
be expected to adversely affect the ability of Purchaser to consummate the transactions contemplated by this Agreement or to perform
its obligations hereunder, the execution, delivery and performance by Purchaser of this Agreement does not require Purchaser to
obtain any consent, approval or action of or give any notice to any Person as a result or under any terms, conditions or provisions
of any Contract by which it is bound.


 


(d)          
No Conflicts.  The execution, delivery and performance of this Agreement by Purchaser does not and will not
(a) conflict with, result in a breach of, or constitute a default under, Purchaser’s Constitutive Documents, or any material
Contract to which Purchaser is a party, (b) result in the creation of any Lien upon any of the assets or properties of Purchaser
or (c) accelerate or modify, or give any party the right to accelerate or modify, the time within which, or the terms under which,
any duties or obligations are to be performed by Purchaser, or any rights or benefits are to be received by any Person, under any
material Contract to which Purchaser is a party.


 


(e)          
Permits and Filings. Except as disclosed on Schedule 3.02(e) of the Disclosure Schedules, no Permit on
the part of Purchaser is required in connection with the execution, delivery and performance of this Agreement, the consummation
of the transactions contemplated hereby or thereby or any borrowing or other action by Purchaser or any of its Affiliates in connection
with obtaining or maintaining sufficient financing to pay the Purchase Price.


 


(f)           
Legal Proceedings. There are no Actions or Proceedings pending or, to the knowledge of Purchaser, threatened as of
the date of this Agreement against Purchaser that affects Purchaser or any of its assets or properties which would reasonably be
expected to result in the issuance of an Order restraining, enjoining or otherwise prohibiting or making illegal the consummation
of any of the transactions contemplated by this Agreement.


 


(g)          
Purchase for Investment. Purchaser (a) is acquiring the Class B Membership Interests for its own account and
not with a view to distribution, (b) is an “accredited investor” as such term is defined in Rule 501(a) under
the Securities Act of 1933, (c) has sufficient knowledge and experience in financial and business matters so as to be able
to evaluate the merits and risk of an investment in the Class B Membership Interests and is able financially to bear the risks
thereof, and (d) understands that the Class B Membership Interests will, upon purchase, be characterized as “restricted
securities” under state and federal securities laws and that under such laws and applicable regulations the Class B Membership
Interests may be resold without registration under such laws only in certain limited circumstances. Purchaser agrees that it will
not sell, convey, transfer or dispose of the Class B Membership Interests, unless such transaction is made pursuant to an effective
registration statement under applicable federal and state securities laws or an exemption from registration requirements of such
securities laws.


 






    	 	12	 



     


    

 


(h)          
Brokers. Except as set forth on Schedule 3.02(h) of the Disclosure Schedules, no Person has any claim against
Purchaser for a finder’s fee, brokerage commission or similar payment directly or indirectly in connection with the transactions
contemplated by this Agreement.


 


(i)            
Government Approvals. Except as set forth on Schedule 3.02(i) of the Disclosure Schedules or which have
already been obtained, no Governmental Approval on the part of Purchaser is required in connection with the execution, delivery
and performance of this Agreement or the consummation of the transactions contemplated hereby.


 


(j)            
Compliance with Laws. Purchaser is not in material violation of any Law except where any such material violation
would not in the aggregate reasonably be expected to have a Material Adverse Effect or a material adverse effect on Purchaser’s
ability to satisfy its obligations under this Agreement.


 


(k)          
Due Diligence. Purchaser, or its Representatives, have had the opportunity to conduct all such due diligence investigations
as they deemed necessary or advisable in connection with entering into this Agreement and the related documents and the transactions
contemplated hereby and thereby. PURCHASER HAS RELIED SOLELY ON ITS INDEPENDENT INVESTIGATION AND THE REPRESENTATIONS AND WARRANTIES
MADE BY SELLER IN SECTION 3.01 IN MAKING ITS DECISION TO PAY THE PURCHASE PRICE AND HAS NOT RELIED ON ANY OTHER STATEMENTS
OR ADVICE FROM SELLER OR ITS REPRESENTATIVES.


 


Article
4

CONDITIONS PRECEDENT


 


4.01.       
Closing Date Conditions Precedent.
The obligations of the Parties to consummate the sale of the Class B Membership Interests to Purchaser as contemplated by this
Agreement (the “Closing”) are subject to the satisfaction or waiver by the applicable Party of each of the following
conditions:


 


(a)          
Delivery and Execution of Documents. Each of the Parties shall have received a fully executed, complete, and correct
copy of the Assignment and Assumption Agreement.


 


(b)          
Approvals/Consents. All consents of Purchaser specified on Schedule 3.02(c) and all approvals of Purchaser
specified in Schedule 3.02(i) shall have been obtained by the Purchaser, and all Seller Approvals and Seller Consents
shall have been obtained by the Seller and shall in each case be in full force and effect.


 






    	 	13	 



     


    

 


(c)          
Litigation. No Order shall have been entered which restrains, enjoins or otherwise prohibits or makes illegal the
consummation of any of the transactions contemplated by this Agreement and no Action or Proceeding shall have been instituted before
any Governmental Authority of competent jurisdiction seeking to restrain, enjoin or otherwise prohibit or make illegal the consummation
of any of the transactions contemplated by this Agreement.


 


(d)          
Payment of Purchase Price. Purchaser shall pay or shall cause to be paid the Purchase Price in immediately available
funds applied in accordance with a funds flow memorandum agreed to between the Purchaser and the Seller.


 


(e)          
Seller Representations and Warranties. The representations and warranties made by the Seller in this Agreement shall
be true and correct in all material respects as of the Closing Date (except for any of such representations and warranties that
are qualified by materiality, including by reference to Material Adverse Effect, which shall be true and correct in all respects)
as though such representations and warranties were made on and as of the Closing Date, except to the extent such representations
and warranties expressly relate to an earlier date, in which case as of such earlier date.


 


(f)           
Purchaser Representations and Warranties. The representations and warranties made by the Purchaser in this Agreement
shall be true and correct in all material respects as of the Closing Date (except for any of such representations and warranties
that are qualified by materiality which shall be true and correct in all respects) as though such representations and warranties
were made on and as of the Closing Date, except to the extent such representations and warranties expressly relate to an earlier
date, in which case as of such earlier date.


 


(g)          
FIRPTA Certificate. The Seller shall have delivered to the Purchaser a certificate in form and substance reasonably
satisfactory to the Purchaser, certifying that the transactions contemplated by this Agreement are exempt from withholding under
Code Section 1445.


 


(h)          
Certificates; Other Ancillary Documents. The Seller shall have delivered to the Purchaser (i) a certificate,
dated the Closing Date and executed by an authorized officer or board member of the Seller substantially in the form and to the
effect of Exhibit A, and (ii) a certificate, dated the Closing Date and executed by the Secretary of the Seller
substantially in the form and to the effect of Exhibit B. The Purchaser shall have delivered to the Seller (x) a
certificate, dated the Closing Date and executed by an authorized officer or board member of the Purchaser substantially in the
form and to the effect of Exhibit C, and (y) a certificate, dated the Closing Date and executed by the Secretary
of the Purchaser substantially in the form and to the effect of Exhibit D.


 


(i)            
Delivery of Certificated Interests. The Seller shall have delivered to the Purchaser certificates representing the
Class B Membership Interests, duly endorsed for transfer to Purchaser or accompanied by one or more membership interest powers
duly endorsed for transfer to Purchaser.


 






    	 	14	 



     


    

 


(j)            
[***] Acquisition. The closing of the [***] Acquisition shall have occurred.


 


(k)          
[***].


 


Article
5

Certain Covenants


 


5.01.       
Regulatory and Other Permits.
Seller shall, as promptly as practicable, use commercially reasonable efforts to make all filings with all Governmental Authorities
and other Persons required by Seller or its Affiliates to consummate the transactions contemplated hereby and shall use commercially
reasonable efforts to obtain as promptly as practicable all Permits and all consents, approvals or actions of all Governmental
Authorities and other Persons necessary to consummate the transactions contemplated hereby, including the Seller Approvals and
Seller Consents. Seller shall promptly provide Purchaser with a copy of any filing, order or other document delivered to or received
from any Governmental Authority or other Person relating to the obtaining of any such Permits, consents, approvals, or actions
of Governmental Authorities and other Persons. Seller shall provide a status report to Purchaser upon the reasonable request of
Purchaser. Purchaser shall use commercially reasonable efforts not to cause its Representatives, or the Company, the Repowering
Entities or other Affiliates of Purchaser or any of their respective Representatives, to take any action which would reasonably
be expected to materially and adversely affect the likelihood of any approval or consent required to consummate the transactions
contemplated hereby. Seller shall bear its own costs and legal fees contemplated by this Section 5.01.


 


5.02.       
Fulfillment of Conditions. Each
Party shall take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith to satisfy
each other condition to the obligations of the other Party contained in this Agreement.


 


5.03.       
Further Assurances. From the
Execution Date and continuing until the earlier of the termination of this Agreement or the Closing Date, each Party shall use
its commercially reasonable efforts to execute and deliver, or cause to be executed and delivered, all such documents and instruments
and shall take, or cause to be taken, all such further or other actions as may be necessary to consummate the transactions contemplated
by this Agreement, including such actions at its expense as are necessary in connection with obtaining any third-party consents
and all Governmental Approvals required to be obtained by Seller. From the Execution Date and continuing until the earlier of the
termination of this Agreement or the Closing Date, each Party shall cooperate with the other Party and provide any information
regarding such Party necessary to assist the other Party in making any filings or applications required to be made with any Governmental
Authority. Notwithstanding anything to the contrary contained in this Section 5.03, if the Parties are in an adversarial
relationship in litigation or arbitration, the furnishing of any documents or information in accordance herewith shall be solely
subject to applicable rules relating to discovery and the remainder of this Section 5.03 shall not apply.


 


5.04.       
Notice of Transfer. The Parties
hereby agree to waive all requirements set forth in Section 9.3 of the LLCA with respect to the transfer of the Class B Membership
Interests.


 






    	 	15	 



     


    

 


5.05.       
[***].


 


Article
6

Indemnification


 


6.01.       
Indemnification by Seller. Seller
hereby indemnifies and holds harmless the Purchaser Indemnified Parties in respect of, and holds each of them harmless from and
against, any and all Losses suffered, incurred or sustained by any of them or to which any of them become subject, resulting from,
arising out of or related to any breach of any representation, warranty, covenant, agreement or obligation made by Seller in this
Agreement or any certificate delivered by Seller pursuant to this Agreement, provided, however, that the foregoing
indemnity shall not apply to Losses caused by the gross negligence or willful misconduct of Purchaser Indemnified Parties or their
agents, officers, employees or contractors.


 


6.02.       
Indemnification by Purchaser.
Purchaser hereby indemnifies and holds harmless the Seller Indemnified Parties in respect of, and holds each of them harmless from
and against, any and all Losses suffered, incurred or sustained by any of them or to which any of them become subject, resulting
from, arising out of or relating to any breach by Purchaser of any representation, warranty, covenant, agreement or obligation
made by Purchaser in this Agreement or any certificate delivered by Purchaser pursuant to this Agreement, provided, however,
that the foregoing indemnity shall not apply to Losses to the extent caused by the gross negligence or willful misconduct of Seller
Indemnified Parties or their agents, officers, employees or contractors. 


 


6.03.       
Survival of Representations, Warranties, Covenants and Agreements.
The representations, warranties, covenants, agreements and obligations of Seller and Purchaser contained in this Agreement are
material, were relied on by such Parties, and will survive the Closing Date as provided in this Section 6.03. No claim
under this Agreement (except as provided below) may be made unless such Party shall have delivered, with respect to any claim under
Section 6.01, a written notice of claim prior to the date [***].


 


6.04.       
Limitations on Claims. 


 


(a)          
An Indemnifying Party shall have no obligation to indemnify an Indemnified Party until the aggregate amount of all Losses incurred
that are subject to indemnification by such Indemnifying Party pursuant to this Article 6 equal or exceed [***] of the Purchase
Price (the “Deductible”) in which event the Indemnifying Party shall be liable
for Losses only to the extent they are in excess of the Deductible; provided that, the Deductible shall not apply to Losses resulting
from, arising out of or relating to [***].


 


(b)          
Neither Party shall have any obligation to indemnify the other Indemnified Party in connection with any single item or group of
related items that result in Losses that are subject to indemnification in the aggregate of less than [***].


 


(c)          
The aggregate liability of the Seller Indemnifying Parties and the Purchaser Indemnifying Parties under this Article 6 resulting
from any claims under any breaches of representations or warranties herein and in any certificates delivered pursuant hereto, shall
be limited to an amount equal to [***] of the Purchase Price (the “Cap”);
provided that, the Cap shall not apply to Losses resulting from, arising out of or relating to [***].


 






    	 	16	 



     


    

 


(d)          
The amount of any claim pursuant to this Article 6 will be reduced by the amount of any insurance proceeds actually recovered
(less the cost to collect the proceeds of such insurance and the amount, if any, of any retroactive or other premium adjustments
reasonably attributable thereto) and the amount of any Tax benefit (which for this purpose means any reduction in cash Taxes payable
that would otherwise be due or the receipt of a refund of Taxes by the Indemnified Parties (or, in the case of an Indemnified Party
that is either a disregarded entity, partnership or other pass-through entity for U.S. federal income tax purposes, the ultimate
taxpayer(s) with respect to such entity), in each case only with respect to the taxable year in which the Loss was incurred or
paid) to the Indemnified Party in respect of such claim or the facts or events giving rise to such indemnity obligation. If the
Indemnified Party realizes such Tax benefit after the date on which an indemnity payment has been made to the Indemnified Party,
the Indemnified Party shall promptly make payment to the Indemnifying Party in an amount equal to such Tax benefit; provided, that
such payment shall not exceed the amount of the indemnity payment.


 


6.05.       
Procedure for Indemnification of Third Party Claims.



 


(a)          
Notice. Whenever any claim by a third party shall arise for indemnification under this
Article 6, the Indemnified Party shall promptly notify the Indemnifying Party of the claim and, when known, the facts constituting
the basis for such claim and, if known, the notice shall specify the amount or an estimate of the amount of the liability arising
therefrom. The Indemnified Party shall provide to the Indemnifying Party copies of all material notices and documents (including
court papers) received or transmitted by the Indemnified Party relating to such claim. The failure or delay of the Indemnified
Party to deliver prompt written notice of a claim shall not affect the indemnity obligations of the Indemnifying Party hereunder,
except to the extent the Indemnifying Party was actually disadvantaged by such failure or delay in delivery of notice of such claim.


 


(b)          
Settlement of Losses. If the Indemnified Party has assumed the defense of any claim by
a third party which may give rise to indemnity hereunder pursuant to Section 6.06(c), the Indemnified Party shall not settle,
consent to the entry of a judgment of or compromise such claim without the prior written consent (which consent shall not be unreasonably
withheld or delayed) of the Indemnifying Party.


 


6.06.       
Rights of the Indemnifying Party in the Defense of Third Party Claims.


 


(a)          
Right to Assume the Defense. In connection with any claim by a third party which may give
rise to indemnity hereunder, the Indemnifying Party shall have thirty (30) days after the date the Indemnifying Party is notified
of such claim by the Indemnified Party to assume the defense of any such claim, which defense shall be prosecuted by the Indemnifying
Party to a final conclusion or settlement in accordance with the terms hereof. 


 






    	 	17	 



     


    

 


(b)          
Procedure. If the Indemnifying Party assumes the defense of any such claim, the Indemnifying
Party shall (i) select counsel reasonably acceptable to the Indemnified Party to conduct the defense of such claim and (ii) take
all steps necessary in the defense or settlement thereof, at its sole cost and expense. The Indemnified Party shall be entitled
to participate in (but not control) the defense of any such claim, with its own counsel and at its sole cost and expense; provided
that, if the claim includes allegations for which the Indemnifying Party both would and would not be obligated to indemnify the
Indemnified Party, the Indemnifying Party and the Indemnified Party shall in that case jointly assume the defense thereof. The
Indemnified Party and the Indemnifying Party shall fully cooperate with each other and their respective counsel in the defense
or settlement of such claim. The Party in charge of the defense shall keep the other Party appraised at all times as to the status
of the defense or any settlement negotiations with respect thereto.


 


(c)          
Settlement of Losses. The Indemnifying Party shall not consent to a settlement of or the
entry of any judgment arising from, any such claim or legal proceeding, without the prior written consent of the Indemnified Party
(which consent shall not be unreasonably withheld or delayed).


 


(d)          
Decline to Assume the Defense. The Indemnified Party may defend against any such claim,
at the sole cost and expense of the Indemnifying Party, in such manner as it may deem reasonably appropriate, including settling
such claim in accordance with the terms hereof if (i) the Indemnifying Party does not assume the defense of any such claim resulting
therefrom within thirty (30) days after the date the Indemnifying Party is notified of such claim by the Indemnified Party
or (ii) the Indemnified Party reasonably concludes that the Indemnifying Party is (a) not diligently defending the Indemnified
Person, (b) not contesting such claim in good faith through appropriate proceedings or (c) has not taken such action (including
the posting of a bond, deposit or other security) as may be necessary to prevent any action to foreclose a Lien against or attachment
of any asset or property of the Indemnified Party for payment of such claim; provided that in the case of this clause (ii), the
Indemnified Party will provide written notice to the Indemnifying Party of Indemnified Party’s conclusion, and Indemnifying
Party shall have failed to take the applicable actions within thirty (30) days of such written notice.


 


6.07.       
Direct Claims. In the event
that any Indemnified Party has a claim against any Indemnifying Party which may give rise to indemnity hereunder that does not
involve a claim brought by a third party, the Indemnified Party shall promptly notify the Indemnifying Party of the claim and the
facts constituting the basis for such claim and, if known, the amount or an estimate of the amount of the liability arising therefrom.
If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from receipt of such claim notice that
the Indemnifying Party disputes such claim, the amount of such claim shall be conclusively deemed a liability of the Indemnifying
Party hereunder; however if the Indemnifying Party does notify the Indemnified Party that it disputes such claim within the required
thirty (30) day period, the Parties shall attempt in good faith to agree upon the rights of the respective Parties with respect
to such claim. If the Parties should so agree, a memorandum setting forth such agreement shall be prepared and signed by both Parties.
If such Parties shall not agree, the Indemnified Party shall be entitled to take any action in law or in equity as such Indemnified
Party shall deem necessary to enforce the provisions of this Article 6 against the Indemnifying Party.


 






    	 	18	 



     


    

 


6.08.       
Exclusive Remedy. Absent fraud
or willful breach, the indemnities set forth in this Article 6 shall be the exclusive remedies of Purchaser and Seller and
their respective members, officers, directors, employees, agents and Affiliates due to misrepresentation, breach of warranty, nonfulfillment
or failure to perform any covenant or agreement contained in this Agreement, and the Parties shall not be entitled to a rescission
of this Agreement or to any further indemnification rights or claims of any nature whatsoever in respect thereof, all of which
the Parties hereto hereby waive.


 


6.09.       
Mitigations.


 


(a)          
Each of the Parties agrees to take all commercially reasonable steps to mitigate their respective Losses upon and after becoming
aware of any event or condition which would reasonably be expected to give rise to any Losses that are indemnifiable hereunder.


 


(b)          
Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article 6, the Indemnifying
Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any third
parties with respect to the subject matter underlying such indemnification claim and the Indemnified Party shall assign any such
rights to the Indemnifying Party.


 


6.10.       
No Solicitation. Seller
shall not, and shall not authorize or permit any of its Affiliates or any of its Representatives to, directly or indirectly, (i)
encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal, (ii) enter into discussions
or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal or (iii) enter into
any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Seller shall immediately cease
and cause to be terminated, and shall cause any of its Affiliates and all of its Representatives to immediately cease and cause
to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could
lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or
offer from any Person concerning (a) a merger, consolidation, liquidation, recapitalization, share exchange or other business
combination transaction involving the Company, (b) the issuance or acquisition of equity securities of the Company, or (c) the
sale, lease, exchange or other disposition of any significant portion of the Company’s properties or assets.


 


Article
7

 TERMINATION


 


7.01.       
Termination. This Agreement
may be terminated at any time prior to the Closing Date as follows:


 


(a)          
by mutual written consent of the Seller and the Purchaser;


 


(b)          
by Purchaser if there has been a breach by Seller of any representation, warranty, covenant or agreement contained in this Agreement
which (i) would result in a failure of a condition set forth in Section 4.01, and (ii) such breach has not been cured
within thirty (30) days following written notification thereof; provided, however, that if, at the end of such thirty (30)
day period, Seller is endeavoring in good faith, and proceeding diligently, to cure such breach, Seller shall have an additional
thirty (30) days in which to effect such cure; and


 






    	 	19	 



     


    

 


(c)          
by Seller if there has been a breach by Purchaser of any representation, warranty, covenant or agreement contained in this Agreement
which (i) would result in a failure of a condition set forth in Section 4.01, and (ii) such breach has not been cured
within 30 days following written notification thereof; provided, however, that if, at the end of such thirty (30)
day period, Purchaser is endeavoring in good faith, and proceeding diligently, to cure such breach, Purchaser shall have an additional
thirty (30) days in which to effect such cure. 


 


7.02.       
Effect of Termination. If this
Agreement is validly terminated pursuant to Section 7.01, this Agreement will forthwith become null and void, and there
will be no liability or obligation on the part of either Purchaser or Seller (or any of their respective Representatives or Affiliates)
in respect of this Agreement, except that the applicable portions of this Section 7.02, and the entirety of Article
6 and Article 8 will continue to apply following any termination; provided, however, that nothing in this
Section 7.02 shall release any Party from liability for any breach of this Agreement by such Party prior to the termination
of this Agreement (and any attempted termination by the breaching Party shall be void).


 


Article
8

GENERAL PROVISIONS


 


8.01.       
Notices.  All notices,
requests and other communications hereunder must be in writing and will be deemed to have been duly given only if delivered personally,
by reputable national overnight courier service or by registered or certified mail (postage prepaid) or by email transmission confirmed
by telephone conversation (recorded message is not sufficient), to the Parties at the following addresses or email addresses, as
applicable:


 


		If
                            to Purchaser, to:	Wind TE Holdco LLC



804 Carnegie Center


Princeton, NJ 08540


Attention: Kevin Malcarney


Email:
Kevin.Malcarney@clearwayenergy.com


 


		With a copy to:	Crowell & Moring LLP



1001 Pennsylvania
Avenue, N.W.


Washington,
D.C. 20004-2595


Attn: Patrick W. Lynch


Email: plynch@crowell.com


 


		If to Seller, to:	[***]



 


Notices, requests and other communications
will be deemed given upon the first to occur of such item having been (a) delivered personally (or refusal of delivery) to
the address provided in this Section 8.01, (b) if delivered by email transmission to the email address provided
in this Section 8.1, when receipt of transmission has been orally confirmed by the sending Party, or (c) delivered
(or refusal of such delivery) by registered or certified mail (postage prepaid) or by reputable national overnight courier service
in the manner described above to the address provided in this Section 8.01 (in each case regardless of whether such
notice, request or other communication is received by any other Person to whom a copy of such notice, request or other communication
is to be delivered pursuant to this Section 8.01). Any Party from time to time may change its address, email address
or other information for the purpose of notices to that Party by giving notice specifying such change to the other Party.


 






    	 	20	 



     


    

 


8.02.       
Entire Agreement. This Agreement
and the documents referenced herein supersede all prior discussions and agreements, whether oral or written, between the Parties
with respect to the subject matter hereof, and contain the entire agreement between the Parties with respect to the subject matter
hereof. 


 


8.03.       
Specific Performance. The Parties
to this Agreement agree that if any of the provisions of this Agreement were not performed in accordance with their specific terms
or were otherwise breached, irreparable damage would occur and money damages may not be a sufficient remedy. In addition to any
other remedy at law or in equity, each of Purchaser and Seller shall be entitled to specific performance by the other Party of
its obligations under this Agreement and immediate injunctive relief, without the necessity of proving the inadequacy of money
damages as a remedy.


 


8.04.       
Time of the Essence. Time is
of the essence with regard to all duties and time periods set forth in this Agreement.


 


8.05.       
Expenses. Except as otherwise
expressly provided in this Agreement, whether or not the transactions contemplated hereby are consummated, each Party will pay
its own costs and expenses incurred in connection with the negotiation, execution and performance of this Agreement.


 


8.06.       
Confidentiality; Disclosures.
Neither Seller, Purchaser nor any of their Affiliates shall make any written or other public disclosures regarding this Agreement
or the transactions contemplated hereby without the prior written consent of the other Party, except as required by law, any regulatory
authority or under the applicable rules and regulations of a stock exchange or market on which the securities of the disclosing
Party or any of its affiliates are listed.


 


8.07.       
Waiver. Any term or condition
of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective
unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition and delivered
pursuant to Section 8.01. No waiver by any Party of any term or condition of this Agreement, in any one or more instances,
shall be deemed to be or construed as a waiver of the same or any other term or condition of this Agreement on any future occasion.
All remedies, either under this Agreement or by Law or otherwise afforded, will be cumulative and not alternative.


 


8.08.       
Amendment. This Agreement may
be amended, supplemented or modified only by a written instrument duly executed by or on behalf of each Party.


 


8.09.       
No Third Party Beneficiary.
The terms and provisions of this Agreement are intended solely for the benefit of each Party and their respective successors or
permitted assigns, and it is not the intention of the Parties to confer third party beneficiary rights upon any other Person other
than any Person entitled to indemnity under Article 6.


 






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8.10.       
Assignment. The obligations
of the Parties under this Agreement are not assignable without the prior written consent of the other Party, which such Party may
withhold in its discretion; provided, that Purchaser may assign this Agreement, including the right to purchase the Class
B Membership Interests, without the prior written consent of Seller, to (a) any Affiliate of Purchaser, or (b) any financial
institution providing purchase money or other financing to Purchaser from time to time as collateral security for such financing,
in each case so long as  Purchaser remains fully liable for its obligations under this Agreement.


 


8.11.       
Severability. If any provision
of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations
of any Party under this Agreement shall not be materially and adversely affected thereby, (a) such provision shall be fully
severable, (b) this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never
comprised a part hereof, and (c) the remaining provisions of this Agreement shall remain in full force and effect and shall
not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom. 


 


8.12.       
Governing Law. THIS AGREEMENT
SHALL BE GOVERNED IN ALL RESPECTS BY THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES
THEREOF EXCEPT FOR SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW.


 


8.13.       
Consent to Jurisdiction. 


 


(a)          
For all purposes of this Agreement, and for all purposes of any Action or Proceeding arising out of or relating to the transactions
contemplated hereby or for recognition or enforcement of any judgment, each Party hereto submits to the personal jurisdiction of
the courts of the State of New York and the federal courts of the United States, each sitting in New York County, and hereby irrevocably
and unconditionally agrees that any such Action or Proceeding may be heard and determined in such New York court or, to the extent
permitted by law, in such federal court. Each Party hereto agrees that a final judgment in any such Action or Proceeding may be
enforced in any other jurisdiction by suit on the judgment or in any other manner provided by Law. Nothing in this Agreement shall
affect any right that any Party may otherwise have to bring any Action or Proceeding relating to this Agreement against the other
Party or its properties in the courts of any jurisdiction.


 


(b)          
Each Party hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so:


 


(i)            
any objection which it may now or hereafter have to the laying of venue of any Action or Proceeding arising out of or relating
to this Agreement or any related matter in any New York state or federal court located in New York County, and


 


(ii)           
the defense of an inconvenient forum to the maintenance of such Action or Proceeding in any such court.


 


Each
Party hereto irrevocably consents to service of process by registered mail, return receipt requested, as provided in Section 8.01.
Nothing in this Agreement will affect the right of any Party hereto to serve process in any other manner permitted by Law.


 






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8.14.       
Waiver of Jury Trial. TO THE
FULLEST EXTENT PERMITTED BY LAW, EACH PARTY HEREBY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY LEGAL ACTION TO ENFORCE OR INTERPRET
THE PROVISIONS OF THIS AGREEMENT OR THAT OTHERWISE RELATES TO THIS AGREEMENT.


 


8.15.       
Limitation on Certain Damages.
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NO PARTY SHALL BE LIABLE TO ANY OTHER PARTY FOR ANY CONSEQUENTIAL,
SPECIAL, INDIRECT, SPECULATIVE, EXEMPLARY, OR PUNITIVE DAMAGES (COLLECTIVELY, “CONSEQUENTIAL DAMAGES”) FOR ANY
REASON WITH RESPECT TO ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER BASED ON STATUTE, CONTRACT, TORT OR OTHERWISE
AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT;
PROVIDED, HOWEVER, THAT ANY LOSSES ARISING OUT OF THIRD PARTY CLAIMS FOR WHICH A PARTY IS ENTITLED TO INDEMNIFICATION UNDER THIS
AGREEMENT SHALL NOT CONSTITUTE CONSEQUENTIAL DAMAGES. FOR THE AVOIDANCE OF DOUBT, AN ACTION FOR THE PAYMENT OF THE PURCHASE PRICE
SHALL NOT BE CONSIDERED CONSEQUENTIAL DAMAGES. 


 


8.16.       
Disclosures. Seller or Purchaser
may, at its option, include in the Disclosure Schedules items that are not material in order to avoid any misunderstanding, and
any such inclusion, or any references to dollar amounts, shall not be deemed to be an acknowledgment or representation that such
items are material, to establish any standard of materiality or to define further the meaning of such terms for purposes of this
Agreement. In no event shall the inclusion of any matter in the Disclosure Schedules be deemed or interpreted to broaden Seller’s
or Purchaser’s representations, warranties, covenants or agreements contained in this Agreement. The mere inclusion of an
item in the Disclosure Schedules shall not be deemed an admission by Seller or Purchaser that such item represents a material exception
or fact, event, or circumstance.


 


8.17.       
Facsimile Signature; Counterparts.
This Agreement may be executed by facsimile signature in any number of counterparts, each of which will be deemed an
original, but all of which together will constitute one and the same instrument.


 


[Signature
pages follow]


 






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IN WITNESS WHEREOF, the
Parties have caused this Membership Interest Purchase Agreement to be executed and delivered by their duly authorized officers
as of the date first above written.


 


	 	Seller:
	 	 
	 	CWSP WILDORADO ELBOW HOLDING LLC,
	 	a Delaware limited liability company
	 	 	 
	 	 	 
	 	By:  	/s/ Craig Cornelius
	 	 	Name: Craig Cornelius
	 	 	Title:   President
	 	 	 
	 	 	 
	 	Purchaser:
	 	 	 
	 	WIND TE HOLDCO LLC, 
	 	a Delaware limited liability company
	 	 	 
	 	 	 
	 	By:	/s/ Christopher S. Sotos
	 	 	Name: Christopher S. Sotos
	 	 	Title:   President