Exhibit 4.55


 


 


  


 


 


 


 


MEMBERSHIP INTEREST
PURCHASE AGREEMENT


 


FOR


 


EACH OF THE COMPANIES
REFERRED TO HEREIN


 


 


 


DATED AS OF July 15th
, 2019


 


 


 


 


BETWEEN


 




SPI SOLAR, INC.


 




AND


 




SULUS LLC


 


 


 


 


 


 


 






    	 	 	 



     


    

 





TABLE OF CONTENTS


 


 





	 	Page
	 	 
	ARTICLE I. DEFINITIONS AND PRINCIPLES OF INTERPRETATION	1
	Section 1.1 Definitions	1
	Section 1.2 Rules of Interpretation. In this Agreement:	13
	ARTICLE II. MEMBERSHIP INTEREST PURCHASE AND SALE; JOINT DEVELOPMENT	14
	Section 2.1 Membership Interest Purchase and Sale.	14
	Section 2.2 Purchase Price.	14
	Section 2.3 Purchase Price Adjustments.	15
	Section 2.4 Seller’s Development Obligations.	15
	Section 2.5 Interconnection Cost Reimbursement and Crediting System.	16
	Section 2.6 Unwind.	16
	ARTICLE III.	17
	REPRESENTATIONS AND WARRANTIES OF SELLER	17
	Section 3.1 Organization and Good Standing.	17
	Section 3.2 Authorization, Execution and Enforceability	18
	Section 3.3 Development	18
	Section 3.4 Ownership of Company Interests	18
	Section 3.5 Material Project Documents	19
	Section 3.6 Governmental Approvals.	19
	Section 3.7 Legal Proceedings	20
	Section 3.8 No Conflict; No Consents.	20
	Section 3.9 Governmental Approvals and Filings	21
	Section 3.10 Assets and Real Estate Interests.	21
	Section 3.11 Insurance	22
	Section 3.12 Environmental Claims.	22
	Section 3.13 Compliance with Laws.	23
	Section 3.14 No Employees.	24
	Section 3.15 Financial Statements and Balance Sheets.	24
	Section 3.16 Intellectual Property.	25
	Section 3.17 Indebtedness	25
	Section 3.18 Bankruptcy	25



 


 


 


 






    	 	i	 



     


    

 








TABLE OF CONTENTS


(continued)




 


 


	 	Page
	 	 
	Section 3.19 Books and Records	25
	Section 3.20 Affiliate Transactions	25
	Section 3.21 Taxes.	25
	Section 3.22 FERC and State Energy Regulation	27
	Section 3.23 Interconnection	28
	Section 3.24 Compliance.	28
	Section 3.25 OFAC	28
	Section 3.26 No Use or Zoning Changes	28
	Section 3.27 Historic Sites	29
	Section 3.28 Full Disclosure	29
	ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF PURCHASER	29
	Section 4.1 Organization and Good Standing	29
	Section 4.2 Authorization, Execution and Enforceability	29
	Section 4.3 Legal Proceedings	29
	Section 4.4 No Conflict	29
	Section 4.5 Governmental Approvals and Filings.	30
	Section 4.6 Investment Intent	30
	Section 4.7 Unregistered Securities	30
	ARTICLE V. CONDITIONS	30
	Section 5.1 Conditions Precedent to Obligations of Purchaser on each Closing Date	30
	Section 5.2 Conditions Precedent to Obligations of Seller on Each Closing Date	32
	Section 5.3 Conditions Precedent to Obligations of Purchaser on the Development Tasks Milestone Payment Date	33
	Section 5.4 Conditions Precedent to Obligations of Purchaser on the NTP Payment Date	33
	Section 5.5 Conditions Precedent to Obligations of Purchaser on the COD Payment Date	34
	Section 5.6 Procedure for Satisfaction of Conditions	34
	Section 5.7 Expedited Resolution of Disputes Over Satisfaction of Conditions	34



 



 


 


 






    	 	ii	 



     


    

 


TABLE OF CONTENTS


(continued)


   




 


	 	Page
	 	 
	ARTICLE VI. COVENANTS	35
	Section 6.1 Tax Filings.	35
	Section 6.2 Characterization of the Transaction	36
	Section 6.3 Transfer Taxes	36
	Section 6.4 Taxes	37
	Section 6.5 Taxes.	37
	Section 6.6 Conduct of Operations During Pre-Closing Period.	38
	Section 6.7 Cooperation	40
	Section 6.8 Supplement to Disclosure Schedules	40
	Section 6.9 Exclusivity	41
	Section 6.10 Purchaser Financing	41
	ARTICLE VII. TERMINATION	42
	Section 7.1 Termination	42
	Section 7.2 Consequences of Termination	43
	ARTICLE VIII. INDEMNIFICATION	43
	Section 8.1 Survival.	43
	Section 8.2 Indemnification by Seller	44
	Section 8.3 Indemnification by Purchaser	44
	Section 8.4 Limitations on Liability	44
	Section 8.5 Procedure for Third-Party Claims.	46
	Section 8.6 Indemnification Procedures	48
	ARTICLE IX. GENERAL PROVISIONS	50
	Section 9.1 Notices	50
	Section 9.2 Third-Party Beneficiaries	51
	Section 9.3 Amendment and Waiver	51
	Section 9.4 Binding Nature; Assignment; Consent to Assignment	51
	Section 9.5 Governing Law	51
	Section 9.6 Jurisdiction; Service of Process	51
	Section 9.7 Counterparts	52
	Section 9.8 Headings	52



 


 


 


 






    	 	iii	 



     


    

 


TABLE OF CONTENTS


(continued)


   




 


	 	Page
	 	 
	Section 9.9 Severability	52
	Section 9.10 Entire Agreement	52
	Section 9.11 No Agents	52
	Section 9.12 Expenses	52
	Section 9.13 Confidentiality	52
	Section 9.14 Setoff. .	53
	Section 9.15 Further Assurances	53
	Section 9.16 Joint Negotiations and Preparation of Agreement	54
	Section 9.17 No Joint Venture	54


 


 


 


ANNEXES




 


 


	Annex 1A	Companies; Company Interests; Projects; Project Sites; LLC Agreements
	Annex 1B	Purchase Price
	Annex 1C	Termination Date
	Annex 2A	Assets of the Companies
	Annex 2B	Real Property Documents
	Annex 3	Material Project Documents
	Annex 4	Governmental Approvals
	Annex 5	Insurance Policies
	Annex 6	Disclosed Conditions
	Annex 7	Affiliate Transactions
	Annex 8	Liabilities
	Annex 9	Estoppels Required from Counterparties
	Annex 10	Consents Required
	Annex 11	[Reserved]
	Annex 12	Environmental Reports



 


 


 


 






    	 	iv	 



     


    

 


TABLE OF CONTENTS


(continued)




 


 


EXHIBITS




 


 


	Exhibit 1	Membership Interest Assignment Agreement (form)
	Exhibit 2	Seller Parent Guaranty
	Exhibit 2A	Seller Parent Certificate
	Exhibit 3	Manager’s Certificate (form)
	Exhibit 4	Officer’s Certificate (form)
	Exhibit 5	Resignation (form)
	Exhibit 6	Estoppel Certificate (form)






 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	v	 



     


    

 


MEMBERSHIP INTEREST PURCHASE
AGREEMENT


 


This MEMBERSHIP INTEREST
PURCHASE AGREEMENT dated as of July 15th , 2019 (the “Effective Date”) is entered into by and between
SULUS LLC, an Oregon limited liability company (the “Seller”), and SPI SOLAR, INC., a Delaware
corporation (together with its successor and permitted assigns, the “Purchaser”). Seller and Purchaser are sometimes
hereinafter referred to individually as a “Party” and collectively as the “Parties”.


 


PRELIMINARY STATEMENTS:


 


1.                 
Seller is the sole beneficial and record owner of one hundred percent (100%) of the limited liability company membership
interests (the “Company Interests”) in the eight (8) limited liability companies described in Annex 1A
(each, a “Company” and collectively, the “Companies”);


 


2.                 
Each Company is developing the solar photovoltaic project(s) associated with such company as the more particularly described
on Annex 1A (each a “Project”);


 


3.                 
Seller and Purchaser wish to jointly develop each Project on the terms and conditions provided herein; and


 


4.                 
Seller wishes to sell to Purchaser and Purchaser wishes to purchase from Seller, each of the Company Interests on the terms
and conditions provided herein.


 


NOW, THEREFORE,
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 I.


DEFINITIONS AND PRINCIPLES
OF INTERPRETATION


 


Section 1.1     Definitions.
The following capitalized terms shall have the respective meanings set forth below:


 


“Acquisition
Proposal” means any inquiry, proposal or offer from any Person (other than Purchaser or any of its Affiliates) that pertains
to or that could reasonably be expected to pertain to (i) a merger, consolidation, liquidation, recapitalization, share exchange
or other business combination transaction involving any Company; (ii) the issuance or acquisition of any Equity Securities of any
Company; or (iii) the sale, lease, exchange or other disposition of any significant portion of any Company’s assets and properties
of every kind, nature, character and description (whether real, personal or mixed, whether tangible or intangible and wherever
situated), including the goodwill related thereto, operated, owned or leased by such Company.


 


“Affiliate”
means, with respect to any Party hereto, any Person directly or indirectly controlling, controlled by or under common control
with such party. The term “control” (including the terms “controlled by” and “under common control
with”) as used in the preceding sentence means the possession, directly or indirectly, of the power to direct or cause the
direction of management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.


 


 


 


 






    	 	1	 



     


    

 


“Agreement”
means this Membership Interest Purchase Agreement and the Annexes referred to herein and attached hereto, as originally executed
and as amended, modified or supplemented from time to time in accordance with its terms.


 


“Applicable
Laws” means any treaty, constitution, law, statute, ordinance, zoning requirement, rule, order, code, decree, guideline,
treaty, regulation, policy, directive or similar form of decision or any interpretation or administration of the foregoing, which
is legally binding on Seller, any Company or any Project and has been enacted, issued or promulgated by any Governmental Authority.


 


“Arbitrator” has the meaning
provided in Section 5.7.


 


“Assets”
means all the Real Estate Interests and Personal Property Interests of each Company.


 


“Assumed
Interconnection Cost Rate” means nine and a half cents per direct-current watt ($0.095/Wdc).


 


“Balance
Sheet” means, as of the applicable Balance Sheet Date, the unaudited balance sheet of a Company prepared in accordance
with GAAP and presenting fairly the financial position of the applicable Company.


 


“Balance
Sheet Date” means, with respect to a Company, the Effective Date or the Closing Date for such Company, as applicable.


 


“Bankruptcy”
or “Bankrupt” as to any Person means the filing of a petition for relief as to any such Person as debtor or
bankrupt under the Bankruptcy Code or like provision of law (except if such petition is contested by such Person and has been dismissed
within sixty (60) days); insolvency of such Person as finally determined by a court proceeding; filing by such Person of a petition
or application to accomplish the same or for the appointment of a receiver or a trustee for such Person or a substantial part of
its assets; commencement of any proceedings relating to such Person under any other reorganization, arrangement, insolvency, adjustment
of Indebtedness or liquidation law of any jurisdiction, whether now in existence or hereinafter in effect, either by such Person
or by another, provided that if such proceeding is commenced by another, such Person indicates its approval of such proceeding,
consents thereto or acquiesces therein, or such proceeding is contested by such Person and has not been finally dismissed within
sixty (60) days.


 


“Bankruptcy
Code” means any and all sections and chapters of Title 11 of the United States Code, as in effect from time to time.


 


“Base
Purchase Price” means, for each Designated Company Interest, an amount equal to the product of (a) the Project Nameplate
Capacity for the applicable Company’s Project, multiplied by (b) the Price Per Watt (calculated as of the date on
which any installment of the Base Purchase Price is paid), as may be adjusted pursuant to Section 2.3.


 


 


 


 






    	 	2	 



     


    

 


“Business
Day” means any day other than a Saturday, a Sunday or any other day on which banks are authorized by Applicable Law to
be closed in New York, New York.


 


“Closing” has the meaning provided
in Section 2.1(b).



 


“Closing Date” has the meaning provided in Section 2.1(b).


 


“Closing
Date Payment Amount” means an amount equal to twenty percent (20%) of the Base Purchase Price (calculated using the Price
Per Watt as of the Closing Date).


 


“COD
Payment Amount” means, for each Designated Company Interest, an amount equal to one hundred percent (100%) of the Base
Purchase Price (calculated as of the COD Payment Date), as adjusted pursuant to Section 2.3(a), less the sum of (i) the
Closing Date Payment Amount, (ii) the Development Tasks Milestone Payment Amount, and (iii) the NTP Payment Amount previously paid
for such Designated Company Interest.


 


“COD
Payment Date” means thirty (30) days after the Commercial Operation Date of the applicable Project.


 


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


 


“Commercial
Operation Date” means, with respect to the applicable Project, the “Commercial Operation Date” under the
applicable Power Purchase Agreement.


 


“Community
Solar Purchase Price” means, for each Designated Company Interest, an amount equal to (a) the product of (i) the Project
Nameplate Capacity for the applicable Company’s Project, multiplied by (ii) twenty-three cents per direct-current
watt ($0.230/Wdc).


 


“Company”
has the meaning provided in the Preliminary Statements. “Company Interests” has the meaning provided in the
Preliminary Statements.


 


“Compliance
Regulations” means anti-corruption, anti-money laundering, anti-terrorism and economic sanction and anti-boycott laws,
including, without limitation, international anticorruption conventions such as the United Nations Convention Against Bribery,
the United States Foreign Corrupt Practices Act, and the OECD Convention on Combating Bribery of Foreign Public Officials in International
Business Transactions, and in each case any applicable implementing legislation of the foregoing.


 


“Condemnation”
means an action in condemnation or an eminent domain action commenced or threatened by any Governmental Authority having jurisdiction
therefor against all or any part of the Assets of any Company.


 


“Confidential
Information” has the meaning provided in Section 9.13.


 


“Consent”
means any written approval, consent, ratification, waiver or authorization by any Person, including any Governmental Approval.


 


 


 






    	 	3	 



     


    

 


“Covered Dispute”
has the meaning ascribed in Section 5.7.


 


“Damages”
means all losses, claims, liabilities, damages, deficiencies, obligations, fines, payments, expenses (including reasonable costs
of investigation and defense and reasonable fees and expenses of legal counsel, accountants and other professional advisors),
actions, causes of action, assessments, judgments and amounts paid in settlement or diminutions in value.


 


“Designated
Company Interest” has the meaning provided in Section 2.1(a).


 


“Development
Tasks Milestone Payment Amount” means, for each Designated Company Interest, an amount equal to forty percent (40%)
of the Base Purchase Price for such Designated Company Interest (calculated as of the Development Tasks Milestone Payment Date),
less the Closing Date Payment Amount previously paid for such Designated Company Interest.


 


“Development
Tasks Milestone Outside Date” has the meaning provided in Section 2.6.


 


“Development
Tasks Milestone Payment Date” means, with respect to the applicable Project, the later of thirty (30) days after the
date that the conditions described in Section 5.3 have been satisfied or six (6) months prior to the Interconnection COD
Date provided in the fully executed Interconnection Agreement with the Utility.


 


“Disclosed
Conditions” means the environmental conditions described in the reports, documents and Governmental Approvals set forth
on Annex 6, and the Environmental Reports.


 


“Disclosing
Party” has the meaning provided in Section 9.13.


 


“Dispute Notice”
has the meaning provided in Section 8.6(b).


 


“Effective Date”
has the meaning provided in the Preliminary Statements.


 


“Environmental
Claim” means any notice, claim, suit, administrative, regulatory, or judicial action, suit, judgment, demand or other
communication (whether written or oral) with respect to, or arising in connection with the Projects by any Person alleging any
liability or obligation for investigation, remediation or corrective action under or violation of or noncompliance with any Environmental
Law, common law or Governmental Approval required under Environmental Law.


 


“Environmental
Law” means any Applicable Law and any amendments thereto (whether common law, public law, rule, order, regulation, or
otherwise) promulgated or entered into by any Governmental Authority relating to the environment, pollution or protection of health,
safety, natural resources or the environment, or reclamation of natural, cultural or archaeological resources, or relating to
land surface or subsurface strata or sediment, air, water (including surface water, navigable water and groundwater), protected
species, migratory birds, wetlands, flora and fauna, or to the presence, use, storage, disposal, manufacture, distribution, formulation,
packaging, labeling, transportation, Release or remediation of Hazardous Substances, including the Comprehensive Environmental
Response, Compensation and liability Act of 1980 (“CERCLA”), as amended by the Superfund Amendments and Reauthorization
Act of 1986, 42 U.S.C. §§ 9601 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the
Clean Air Act, 42 U.S.C. § 7401 et seq.; the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq.; the Emergency Planning
and Community Right to Know Act of 1986, 42 U.S.C. § 11001 et seq.; the Safe Drinking Water Act, 42 U.S.C. § 300(f)
et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. § 5101 et seq.; the Federal Insecticide, Fungicide and Rodenticide
Act, 7 U.S.C. § 136 et seq.; the Resource Conservation and Recovery Act of 1976, 42 U.S.C. § 6901 et seq.; the Oil Pollution
Act of 1990, 33 U.S.C. § 2701 et seq.; the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq. (to the extent
any provisions thereof relate to environmental matters); the National Environmental Policy Act, 42 U.S.C. § 4321 et seq.;
the Endangered Species Act, 16 U.S.C. § 1531 et seq.; the Bald and Golden Eagle Protection Act, 16 U.S.C. § 668 et seq.;
the Migratory Bird Treaty Act, 16 U.S.C. § 703 et seq.; National Historic Preservation Act of 1966, 54 U.S.C. § 300101
et seq.; Title 14 Code of Federal Regulations Part 77 and 49; and any similar, analogous, or implementing state or local Laws
and all amendments or regulations promulgated thereunder; and any applicable standard of conduct under any common law doctrine,
including, but not limited to, negligence, nuisance, or trespass, personal injury, or property damage related to protection of
the environment or related to or arising out of the presence, Release, or exposure to Hazardous Substances.


 


 


 






    	 	4	 



     


    

 


“Environmental
Reports” means a Phase 1 Environmental Assessment prepared pursuant to, and valid under, the ASTM E1527-13 Standard in
form and substance reasonably satisfactory to Purchaser.


 


“EPC
Contract” means a contract for the engineering, procurement and construction of a Project approved in writing by Purchaser
and executed and delivered by a Company or its designated contractor and the counterparty provider of services.


 


“Equity
Securities” means (i) capital stock, shares, partnership (whether general or limited) interests, membership interests,
trust interests or units, and any other interest or participation that confers on a Person the right to receive a share of the
profits and losses of, or distribution of assets of, the issuing entity, or the right to vote on or direct the management or affairs
of the issuing entity, (ii) subscriptions, calls, warrants, options, rights or commitments of any kind or character relating to,
or entitling any Person to acquire any of the foregoing, and (iii) securities or other instruments convertible into or exercisable
or exchangeable for any of the foregoing.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974 and the regulations promulgated and rulings issued thereunder.


 


“FERC”
means the United States Federal Energy Regulatory Commission and any successor thereto.


 


“Final
Interconnection Cost Rate” means, for each Project, such Project’s final Interconnection Costs as of the COD Payment
Date for such Project, measured on a per direct-current watt (Wdc) basis based on such Project’s final installed Project
Nameplate Capacity determined on such date.


 


“FPA”
means the Federal Power Act, 16 U.S.C. § 791a, et seq., and the rules and regulations adopted thereunder, as they may be amended
from time to time.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	5	 



     


    

 


“Fundamental
Representations” means (i) with respect to Seller, the representations and warranties contained in each of Section
3.1(a) and Section 3.1(b) (Organization), Section 3.2 (Authorization, Execution and Enforceability),
Section 3.4 (Ownership of Company Interests), Section 3.10 (Title to Assets and Real Estate Interests),
and Section 9.11 (No Agents); and (ii) with respect to Purchaser, the representations and warranties contained in
the first sentence of Section 4.1(a)  (Organization).


 


“GAAP”
means United States generally accepted accounting principles for accrual-based accounting.


 


“Governmental
Approval” means all filings, submittals, permits, licenses, approvals, consents, exemptions, waivers, certificates, variances,
orders, notices, consultations and authorizations of, with, to, or from any Governmental Authority.


 


“Governmental
Authority” means any (a) federal, national, state, county, municipal or local government (whether domestic or foreign),
any political subdivision thereof, (b) any court or administrative tribunal, (c) any other governmental, quasi-governmental, judicial,
public or statutory instrumentality, authority, body, agency, bureau or entity of competent jurisdiction (including any zoning
authority, FERC or any comparable authority), (d) State of Oregon Public Utilities Commission or any Regional Transmission Organizations
(RTO) or Independent System Operators (ISO) controlling or regulating the sale, scheduling or transmission of electricity by any
Company, or (e) any arbitrator with authority to bind a party at law.


 


“Government
Official” means any officer or employee or family member of an officer or employee of a government, or department (whether
executive, legislative, judicial or administrative), agency or instrumentality of such government, including any government-owned
business, or a public international organization; or any person acting in an official capacity for or on behalf of such government,
or any candidate for public office or representative of a political party.


 


“Hazardous
Substances” means (i) any material, substance, chemical, waste, product, derivative, compound, mixture, solid, liquid,
vapor, mineral or gas, in each case, whether naturally occurring or man-made, that (A) is classified as hazardous, acutely hazardous,
toxic, a pollutant or a contaminant, or words of similar import or regulatory effect under Environmental Laws or (B) otherwise
poses a material health risk to human health or a material threat to the environment or natural resources; and (ii) any petroleum
or petroleum-derived products (including crude oil or any fraction thereof), radon, radioactive materials or wastes, asbestos in
any form, lead or lead-containing materials, urea formaldehyde foam insulation, polychlorinated biphenyls, per- and polyfluoroalkyl
substances, perfluorooctanoic acid and perfluorooctane sulfonate.


 


“Indebtedness”
means, with respect to a Person, all obligations of such 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), (d) under capital leases, (e) all obligations under letters of credit, bankers’ acceptances
or note purchase facilities issued for the account of such Person and all drafts drawn thereunder, including principal, interest,
fees and other amounts payable with respect thereto, (f) all obligations of such Person under any derivative, hedging or similar
agreements, and (g) in the nature of guaranties of the obligations
described in clauses (a) through (f) above of any other Person.


 


 


 


 






    	 	6	 



     


    

 


“Indemnitee”
means any person seeking indemnification under Article VIII of this Agreement.


 


“Indemnitor”
means any person from whom indemnification is sought under Article VIII of this Agreement.


 


“Indemnity Amount Payable”
means any amount of an Indemnity Claim Amount which has become an Indemnity Amount Payable in accordance with Section 8.6.


 


“Indemnity Claim”
means any claim made for indemnification in accordance with Article VIII.


 


“Indemnity Claim Amount”
means the amount of Damages claimed in any Notice of Claim.


 


“Indemnity
Claim Period” means (i) the period commencing on the Effective Date and ending on the calendar day that is twenty-four
(24) months thereafter in the case of any Indemnity Claim for any inaccuracy in or breach of any representation or warranty of
Seller, other than a Fundamental Representation of Seller or a representation or warranty of Seller contained in Section 3.12
(Environmental Claims) or Section 3.21 (Taxes); (ii) the period commencing on the Effective Date and continuing
indefinitely in the case of any Indemnity Claim for any inaccuracy in or breach of any Fundamental Representation of Seller; (iii)
the period commencing on the Effective Date and ending on the calendar day that is sixty (60) months thereafter in the case of
any Indemnity Claim for any inaccuracy in or breach of any representation of warranty of Seller contained in Section 3.12
(Environmental Claims); (iv) the period commencing on the Effective Date and ending on the calendar day that is six (6)
months following the expiration of the applicable statute of limitations (including any extensions) in the case of any Indemnity
Claim for any inaccuracy in or breach of any representation or warranty of Seller contained in Section 3.21 (Taxes);
(v) the period commencing on the Effective Date and ending on the calendar day that is twenty-four (24) months thereafter in the
case of any Indemnity Claim for any inaccuracy in or breach of any representation or warranty of Purchaser, other than a Fundamental
Representation of Purchaser; (vi) the period commencing on the Effective Date and continuing indefinitely in the case of any Indemnity
Claim for the inaccuracy in or breach of any Fundamental Representation of Purchaser; and (vii) in the case of any Indemnity Claim
for any breach of any covenant to be performed or complied with under this Agreement brought by Purchaser against Seller or by
Seller against any Purchaser, the period commencing on the date of such breach (or if later, the discovery thereof) and ending
on the date that is six years thereafter.


 


“Independent Accountants” has
the meaning provided in Section 6.1(b). “Insurance Coverage” has the meaning provided in Section 3.11.


 


“Intellectual
Property” means the entire right, title and interest in and to all proprietary rights of every kind and nature throughout
the world, both statutory and common law rights, including all rights and interests pertaining to or deriving from (a) patents,
copyrights, mask work rights, technology, know-how, processes, trade secrets, algorithms, inventions, works, proprietary data,
databases, formulae, research and development data and computer software or firmware, and registrations and applications for registration
of the foregoing; and (b) trademarks, trade names, service marks, service names, brands, trade dress and logos, and the goodwill
and activities associated therewith, and registrations and applications for registration of the foregoing.


 


 


 






    	 	7	 



     


    

 


“Interconnection
Agreement” means an interconnection agreement executed by a Company and the Utility, as defined and provided in each
Utility’s standards for interconnection.


 


“Interconnection Costs” has
the meaning provided in Section 2.5(a).


 


“Knowing,
Intentional Breach” means a breach of this Agreement by a Party that (i) knows of its actions, (ii) knows that such actions
breach this Agreement, and (iii) intends for such actions to breach this Agreement.


 


“Landowner
Estoppel” means an Estoppel Certificate in the form attached hereto as Exhibit 6.


 


“Lease”
means, for each Project, the ground lease entered between the Company and the owner of the land on which the Project is to be developed,
and all amendments, including all memoranda and other recorded instruments intended to give record notice thereof, modifications,
supplements, assignments, thereto.


 


“Lien”
means any mortgage, deed of trust, lien, pledge, claim, option, lease, charge, security interest, assessment, reservation, assignment,
hypothecation, defect in title, encroachments and other burdens, restrictive covenant (including restriction on use, voting, transfer,
receipt of income or exercise of any other attribute of ownership), right of first refusal, right of first offer, condition or
restriction or easement or encumbrance of any kind, whether voluntary or involuntary, choate or inchoate, arising by contract or
under any Applicable Law and whether or not filed, recorded or otherwise perfected or effective under any Applicable Law, or any
preference, priority or preferential arrangement of any kind or nature whatsoever including the interest of a vendor or lessor
under any conditional sale agreement, capital lease or other title retention agreement.


 


“LLC
Agreement” means the Operating Agreement of the applicable Company listed on Annex 1A attached hereto and
in effect on the Effective Date.


 


“Material
Adverse Change” means any change or event that has, or could reasonably be expected to have, a material adverse effect
on (a) the business, operations, prospects, assets, liabilities or condition, financial or otherwise, of Seller, any Company, or
any Project, (b) the rights and obligations of Purchaser or any Company under, or the validity and enforceability of any Transaction
Document or any Material Project Document, (c) the development, construction or ownership of any Project, or (d) Seller’s
performance of, or its ability to perform, its obligations under this Agreement.


 


“Material
Project Document” means, with respect to each Company, (a) any contract to which such Company is a party, or by the
terms of which such Company or its Assets are bound; (b) any interconnection or transmission-related agreements or applications
for interconnection or transmission of or from the Company’s Project; (c) any contract providing for any Indebtedness of
such Company or the mortgaging, pledging or otherwise placing a Lien on any Assets of such Company, or the guarantying of any
obligation (other than endorsements made for collection) or that is otherwise related to any such Indebtedness; (d) all employment,
severance or change in control agreements binding upon such Company; and (e) any Real Property Document.


 


 


 






    	 	8	 



     


    

 


“Membership
Interest Assignment Agreement” means the Membership Interest Assignment Agreement dated as of the Closing Date, by and
between the Seller and Purchaser, pursuant to which Seller sells, transfers, conveys, assigns and delivers the Company Interests
to Purchaser, in form set forth as Exhibit 1.


 


“Multiemployer Plan” has the
meaning provided in Section 3.14(b). “MW” means megawatt.


 


“Notice
of Claim” means a written notice of a claim for indemnification pursuant to Section 8.5(a) or Section 8.6(a),
as applicable.


 


“NTP
Payment Amount” means, for each Designated Company Interest, an amount equal to eighty percent (80%) of the Base Purchase
Price for such Designated Company Interest (calculated as of the NTP Payment Date), less the sum of the Closing Date Payment Amount
and Development Tasks Milestone Payment Amount previously paid for such Designated Company Interest.


 


“NTP
Payment Date” means, with respect to the applicable Project, thirty (30) days after the date that “Notice to Proceed”
occurs under the EPC Contract for such Project.


 


“Offtaker” means Portland General
Electric Company.


 

“Party” shall have the meaning provided in the Preamble.


 


“Payment
Date” means the Closing Date, Milestone Payment Date, NTP Payment Date or the COD Payment Date, as applicable.


 


“Pension Plan” has the meaning provided
in Section 3.14(c).


 


“Permitted
Encumbrance” means (a) Schedule B exceptions shown on preliminary reports of title for each Project Site that are approved
in writing by Purchaser prior to the applicable Closing Date in the reasonable exercise of its discretion, (b) Liens for Taxes
not yet due and payable; and (c) Liens created by or through Purchaser after the Closing Date.


 


“Person”
means any individual, partnership, joint venture, company, corporation, limited liability company, limited duration company, limited
life company, association, union, trust or other entity or organization, including any Governmental Authority or an agency or instrumentality
thereof.


“Personal
Property Interests” means all of the personal property (tangible and intangible) interests of a Company.


 


 


 






    	 	9	 



     


    

 


“Power
Purchase Agreement” means each power purchase agreement, each subscription agreement, any application for participating
in a power purchase agreement and all related documentation, pursuant to which a Company sells or intends to sell energy (or a
subscription for the sale of energy) produced by a Project, as set forth on Annex 3.


 


“Pre-Closing
Period” means, with respect to each Company, the period commencing with the Effective Date and ending on the earlier
of (i) the Closing Date with respect to the Company Interests applicable to such Company, (ii) the effective date of any termination
of a Company from this Agreement in accordance with Section 8.1(b), and (iii) the effective date of any termination of this
Agreement.


 


“Pre-Closing Taxable Period” has
the meaning provided in Section 6.1(a).


 


“Pre-Closing Taxes” has the meaning
provided in Section 6.1(a).


 


“Price Per Watt” means
eight and a half cents per direct-current watt ($0.085/Wdc).


 


“Prohibited
Payment” means any offer, gift, payment, promise to pay, or authorization of the payment of any money or anything of
value, directly or indirectly, to a Government Official, including for the use or benefit of any other person or entity, to the
extent that one knows or has reasonable grounds for believing that all or a portion of the money or thing of value which was given
or is to be given to such other person or entity, will be paid, offered, promised, given or authorized to be paid by such other
person or entity, directly or indirectly, to a Government Official, for the purpose of either (i) influencing any act or decision
of the Government Official in his official capacity; (ii) inducing the Government Official to do or omit to do any act in violation
of his lawful duty; (iii) securing any improper advantage; or (iv) inducing the Government Official to use his influence with a
government or instrumentality thereof to affect or influence any act or decision of such government or instrumentality, in order
to assist in obtaining or retaining business or in directing business to any party.


 


“Prohibited
Transaction” means any of the following: (a) receiving, transferring, transporting, retaining, using, structuring, diverting,
or hiding the proceeds of any criminal activity whatsoever, including drug trafficking, fraud, and bribery of a Government Official;
(b) engaging or becoming involved in, financing, or supporting financially or otherwise, sponsoring, facilitating, or giving aid
to any terrorist person, activity or organization; or (c) participating in any transaction or otherwise conducting business with
a “designated person,” namely a person or entity that appears on any list issued by the United States or the United
Nations with respect to money laundering, terrorism financing, drug trafficking or economic or arms embargoes.


 


“Project” has the meaning provided
in the Preliminary Statements.


 


“Project
Nameplate Capacity” means, for each Project as of the date of determination, the nameplate capacity in direct-current
watts (Wdc) of such Project listed on Annex 1A, as adjusted on the Development Tasks Milestone Payment Date,
NTP Payment Date, and COD Payment Date, as applicable, pursuant to Section 2.3(a); provided that there shall be no upward
adjustment to the Project Nameplate Capacity if there is no corresponding change per watt in such Project’s alternating-current
nameplate capacity.


 


 


 






    	 	10	 



     


    

 


“Project
Site” means the real property described in the Lease applicable to a Company on which such Company’s Project is
to be located as described in Annex 1A hereto.


 


“Prudent
Industry Practices” means those standard practices, methods and procedures conforming to safety and legal requirements
which are attained by exercising that degree of skill, diligence, prudence and foresight which would reasonably and ordinarily
be expected from a skilled and experienced owner or operator of solar electric generating facilities of size and type similar to
those operated by the Companies and in a similar location.


 


“PUHCA”
means the Public Utility Holding Company Act of 2005, enacted as part of the Energy Policy Act of 2005, Pub. L. No. 109-58, as
codified at § 1261 et seq., and the rules and regulations thereunder, as they may be amended from time to time.


 


“Purchase
Price” means the purchase price payable for the Designated Company Interests, in an amount not to exceed the sum of the
Closing Date Payment Amount, the Development Tasks Milestone Payment Amount, the NTP Payment Amount, and the COD Payment Amount
for such Designated Company Interests, each as set forth on Annex 1B and adjusted pursuant to Sections 2.3
and 2.5.


 


“Purchaser” has the meaning provided
in the Preliminary Statements.


 


“Purchaser
Financing” means equity (including tax equity) or debt financing to raise an amount sufficient to enable Purchaser to
pay the Purchase Price and to arrange for a level of capital reasonably required for the development and construction of the Projects
and normal operations of the Companies.


 


“Purchaser
Indemnitees” means Purchaser and its Affiliates, and their respective officers, employees, shareholders, partners, managers,
members, lenders, successors and assigns.


 


“PURPA”
means the Public Utility Regulatory Policies Act of 1978, as amended, and FERC rules and regulations thereunder (18 C.F.R. Part
292), as they may be amended from time to time.


 


“Real
Estate Interests” means the leasehold, fee, easement or other interests (including option interests) and estates held
by each Company in real property created or evidenced by the applicable Real Property Documents.


 


“Real
Property Documents” means each of the contracts or agreements constituting an estate or interest in any portion of a
Project Site and any easements required from a third party to complete the project as set forth on Annex 2B, including all memoranda
and other recorded instruments intended to give record notice thereof, and all amendments, modifications, supplements, assignments
and agreements related thereto.


 


“Receiving Party” has the meaning
provided in Section 9.13.


 


“Release”
means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing,
or migrating of any Hazardous Substances, into, at, under, or adjacent to any soil, groundwater, surface water, air or other environmental
media.


 


 


 






    	 	11	 



     


    

 


“Representation
Date” means (i) with respect to Seller, the Effective Date or the Closing Date, as the case may be, and (ii) with respect
to Purchaser, the Effective Date and the Closing Date, as the case may be.


 


“Representative” has the meaning
provided in Section 9.13. “Schedule Supplement” has the meaning provided in Section 6.8. “Seller”
has the meaning provided in the Preamble.


 


“Seller
Indemnitees” means Seller and its Affiliates, and each of their respective officers, employees, shareholders, partners,
managers, members, successors and assigns.


 


“Seller Parent” means Sulus Developments
Limited.


 


“Seller Parent Guarantee” means
the agreement attached as Exhibit 2.


 


“Seller’s
Knowledge” means that which is known or should have been known after due inquiry by the directors, managers, officers
and employees of Seller.


 


“Straddle Periods” has the meaning
provided in Section 6.1(b).


 


“Straddle Pre-Closing Taxes” has
the meaning provided in Section 6.1(b).


 


“Straddle Returns” has the meaning
provided in Section 6.1(b).


 


“Tax”
or “Taxes” means any federal, state, local or foreign income, gross receipts, license, payroll, employment,
excise, severance, stamp, occupation, premium, windfall profits, environmental, import, tariff, customs duties, capital stock,
franchise, profits, withholding, social security, unemployment, disability, real property, personal property, sales, use, transfer,
registration, value added, alternative or add on minimum, estimated, or other tax of any kind whatsoever, including any interest,
penalty, or addition thereto, whether disputed or not.


 


“Tax Matter” has the meaning provided
in Section 6.5(a)(i).


 


“Tax
Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes,
including any schedule or attachment thereto, and including any amendment thereof.


 


“Termination
Date” means, with respect to each Company and Project, the termination date listed for such Company and Project on Annex
1C.


 


“Third-Party
Claim” means any claim by a Person other than a Purchaser Indemnitee or Seller Indemnitee with respect to any matter
for which indemnification is or may be owing pursuant to Section 8.2 or Section 8.3.


 


“Title
Company” means Stewart Title Guaranty Company or First American Title Insurance Company, as applicable.


 


 


 






    	 	12	 



     


    

 


“Title
Reports” means the reports on title issued by the Title Company prior to the Effective Date and made available to Purchaser.


 


“Transaction
Documents” means, collectively, this Agreement, each Membership Interest Assignment Agreement and the Seller Parent Guaranty.


 


“Transfer Taxes” has the meaning
provided in Section 6.3.



 


“Unwind Notice” has the meaning given in Section 2.6.




“Unwind Offset” has the meaning given in Section 2.6.




“Unwind Option” has the meaning given in Section 2.6.




“Unwind Price” has the meaning given in Section 2.6.




“Unwind Transaction” has the meaning given in Section 2.6.


 


“Utility”
means, with respect to each Project, such Project’s applicable local electric distribution utility.


 


Section 1.2   Rules of Interpretation. In this
Agreement:


 


(a)         
The singular shall include the plural and the masculine shall include the feminine and neuter as the context requires.


 


(b)         
References to “Articles,” “Sections,” “Annexes” or “Exhibits” shall be to
articles, sections, annexes or exhibits of or to this Agreement.


 


(c)         
Reference to a given agreement, instrument, document or Applicable Law is a reference to that agreement, instrument, document
or Applicable Law as modified, amended, supplemented and restated (including by means of any change order, waiver or other modification)
through the date as of which such reference is made, and, as to any Applicable Law, any successor Applicable Law.


 


(d)         
The words “herein,” “hereof” and “hereunder” shall refer to this Agreement as a whole
and not to any particular section or subsection of this Agreement; the words “include,” “includes” or “including”
shall mean “including, but not limited to.”


 


(e)         
When calculating the period of time before which, within which, or following which any act is to be done or step taken pursuant
to this Agreement, the date that is the reference date in calculating such period will be excluded. If the last day of such period
is a non- Business Day, the period in question will end on the next succeeding Business Day.


 


(f)          
All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP.


 


 


 






    	 	13	 



     


    

 


ARTICLE II.


MEMBERSHIP INTEREST PURCHASE AND SALE;
JOINT DEVELOPMENT


 


Section 2.1     Membership Interest Purchase and
Sale.


 


(a)         
Subject to fulfillment or waiver of the conditions set forth in Section 5.1 (Conditions Precedent to Obligations
of Purchaser) and Section 5.2 (Conditions Precedent to Obligations of Seller), on any Closing Date for the purchase and
sale of any Company Interests to be transferred on that Closing Date (the “Designated Company Interests”) (i)
Seller shall sell, assign, transfer and convey the Designated Company Interests to Purchaser free and clear of all Liens, and (ii)
Purchaser shall purchase the Designated Company Interests from Seller free and clear of all Liens.


 


(b)         
The closing of the purchase and sale of any Designated Company Interests contemplated by this Agreement (each a “Closing”)
will take place on a Business Day selected by Purchaser and Seller that is no later than ten (10) Business Days after the day on
which the last of the conditions set forth in Section 5.1 (Conditions Precedent to Obligations of Purchaser) and Section
5.2 (Conditions Precedent to Obligations of Seller) (other than those conditions which are only capable of being satisfied
contemporaneous with any Closing) is fulfilled or waived in writing by the Purchaser for such Designated Company Interests or on
such other date as the Parties may agree in writing (with respect to each Closing, the “Closing Date”). For
the avoidance of doubt, Seller and Purchaser acknowledge that more than one Closing Date may occur due to the fact or condition
that the date or dates for satisfaction or waiver of conditions specified in the preceding sentence may occur on different dates
for different Companies. The Parties further agree that, subject to the fulfillment or waiver of the conditions set forth in Section
5.1 and Section 5.2, each Closing shall take place on or before the applicable Termination Date.


 


Section 2.2     Purchase Price.


 


(a)         
In consideration for any Company Interests purchased and subject to the terms and conditions of this Agreement, subject
to Section 2.2(b), Purchaser shall pay to Seller the Purchase Price as follows: (i) on each Closing Date, Purchaser shall
pay to Seller the Closing Date Payment Amount for the Designated Company Interests, (ii) on each Development Tasks Milestone Payment
Date, Purchaser shall pay to Seller the Development Tasks Milestone Payment Amount for the applicable Designated Company Interests,
(iii) on each NTP Payment Date, Purchaser shall pay to Seller the NTP Payment Amount for the applicable Designated Company Interests,
and (iv) on each COD Payment Date, Purchaser shall pay to Seller the COD Payment Amount for the applicable Designated Company Interests,
in each case, as may be adjusted or modified pursuant to Section 2.3 and Section 2.5.


 


(b)         
To the extent any Company Interests have been acquired by Purchaser on a Closing Date, but the applicable Project does
not achieve the Development Tasks Milestone Payment Date, the NTP Payment Date, or the COD Payment Date by November 30, 2020 solely
due to circumstances outside of the reasonable control of Seller, then Purchaser shall pay the unpaid Payment Amounts for such
Company Interests on or before December 14, 2020, in each case, as may be adjusted or modified pursuant to Section 2.3
and 2.5.


 


 


 






    	 	14	 



     


    

 


(c)          The
Purchase Price shall be paid in immediately available funds deposited in an account or accounts to be designated by Seller.


 


Section 2.3     Purchase
Price Adjustments. On the COD Payment Date (or on the date set forth in Section 2.2(b), if applicable) for each Designated
Company Interest, the Base Purchase Price shall be adjusted as follows:


 


(a)          (i)
Seller and Purchaser shall agree on the final installed Project Nameplate Capacity for each applicable Project, as confirmed in
writing by an independent engineer satisfactory to Seller and Purchaser, (ii) Annex 1A and Annex 1B shall
be updated to reflect such final installed Project Nameplate Capacity, and (iii) the Base Purchase Price shall be re-calculated
using such final installed Project Nameplate Capacity prior to calculating the COD Payment Amount; provided that (x) any
such adjustment shall be made in a manner that preserves an AC/DC ratio of 1.0:1.2, and (y) the Base Purchase Price shall not
under any circumstances be adjusted upward for any change in the Project Nameplate Capacity if there is no corresponding change
per watt in such Project’s alternating-current nameplate capacity.


 


(b)          If,
and only if: (i) the Utility issues a “community solar” or similar program and the subject Company’s Project
has received an award into such program, (ii)  such Project
is 100% subscribed with subscribers who are at least investment grade, (iii)
such Project’s subscription agreements provide for a contract price of at least $0.11/kWh and a contract term of
at least twenty years, and (iv) Purchaser’s subscriber acquisition costs for such Project’s subscribers did not exceed
$0.02/kWh, then the Base Purchase Price used to calculate the COD Payment Amount for such Company Interests on such date calculated
under Section 2.3(a) shall be the Community Solar Purchase Price.


 


(c)          If the Final Interconnection Cost Rate
for the subject Company’s Project is higher or lower than the Assumed Interconnection Cost Rate for such Project, the NTP
Payment Amount and, if necessary, the COD Payment Amount for such Company Interests shall be adjusted upward or downward, as applicable,
on a dollar-for-dollar basis to the extent necessary to either compensate Seller or reimburse Purchaser for the discrepancy between
the Final Interconnection Cost Rate and the Assumed Interconnection Cost Rate.







Section 2.4     Seller’s Development Obligations.


 


(a)          From
and after the Closing Date of the Company Interest for each Company, Seller will, at its sole cost and expense (except as provided
in Section 2.4(b)), diligently pursue, carry out and complete all development activities required for each applicable Project
to issue “Notice to Proceed” under such Project’s EPC Contract, and thereafter cooperate with Purchaser and
the contractor under such EPC Contract in all aspects of the development and construction of the applicable Project. Such cooperation
will require Seller to make its representatives available, upon reasonable notice from Purchaser or such contractor, to participate
in meetings, review documents and provide input with respect to the development in good faith and in accordance with Applicable
Law and Prudent Industry Practice.


 


 


 






    	 	15	 



     


    

 


(b)        
Seller shall not be deemed to be an employee, partner, agent or principal of Purchaser and nothing herein shall be construed
to create anything other than an independent contractor relationship. Purchaser (or the applicable Company) shall be the sole owner
of any work product produced by Seller in connection with Seller’s development activities for each Project.


 


(c)         
From and after the Effective Date until the last COD Payment Date, Seller and Purchaser shall meet at least monthly to discuss
the status, strategy and progress of the development of each Project, including (i) the status of Seller’s development obligations
under this Agreement, and (ii) scope and responsibility for any development activities other than Seller’s development obligations
and any changes thereto.


 


Section 2.5     Interconnection Cost
Reimbursement and Crediting System.


 


(a)          From
and after the Closing Date of the Company Interest for each Company, within fifteen (15) days of receiving a written request therefor
from Seller or the Utility, together with reasonable supporting documentation, Purchaser shall pay or provide, or cause the applicable
Company to pay or provide, to the Utility: (i) any and all required interconnection costs, (ii) the amount of any necessary Utility
upgrades, and (iii) any required deposits or other required credit support, in each case pursuant to such Company’s Interconnection
Agreement (such costs, collectively, the “Interconnection Costs”). If Seller has incurred Interconnection Costs for
a Company prior to the Closing Date for such Company, Purchaser shall pay such Interconnection Costs to Seller on the Closing Date.


 


Section 2.6     Unwind.


 


(a)          In
the event that, for any applicable Designated Company Interests, the conditions described in Section 5.3 do not occur on
or prior to November 30, 2020 (the “Development Tasks Milestone Outside Date”), Purchaser shall have the option
(the “Unwind Option”), exercisable in its sole and absolute discretion by written notice (an “Unwind
Notice”) to the Seller not later than ninety (90) days after the applicable Development Tasks Milestone Outside Date,
to require the Seller to purchase, acquire, assume and agree to pay, perform and discharge, as applicable, the applicable Designated
Company Interests from Purchaser (an “Unwind Transaction”). As consideration for an Unwind Transaction, the
Seller shall pay and reimburse to Purchaser an amount equal to the sum of (a) the total amount of the Purchase Price previously
paid by Purchaser to Seller for the applicable Designated Company Interests hereunder and (b) Purchaser’s out-of-pocket expenses
incurred with the respect to the applicable Designated Company Interests and the applicable Project (the “Unwind Price”).


 


 


 


 






    	 	16	 



     


    

 


(b)         
On a date determined by Purchaser and within thirty (30) days of Purchaser’s delivery of an Unwind Notice, unless
Purchaser withdraws the Unwind Notice in Purchaser’s sole and absolute discretion, (a) Purchaser and Seller shall execute
a Membership Interest Assignment Agreement, modified only as necessary to account for the Unwind Transaction, and (b) Purchaser
shall offset the Unwind Price against any and all amounts owed or expected to become owed to Seller under this Agreement (the “Unwind
Offset”). If the Unwind Price, exceeds the Unwind Offset, Seller shall pay the excess to Purchaser by wire transfer in
immediately available funds to an account identified by Purchaser in the Unwind Notice.


 


(c)         
Purchaser’s sale, transfer and assignment of any Designated Company Interests in an Unwind Transaction, if any, shall
be made on an “as-is, where-is” basis and Purchaser shall have no obligation to make, and shall not be deemed to make,
any representation or warranty whatsoever, express or implied, with respect to such Designated Company Interests, the Unwind Transaction
or any other matter. Upon the consummation of the Unwind Transaction, Purchaser shall have no further liability under this Agreement
or otherwise with respect to, related to or arising out of the applicable Project or the Designated Company Interests. In the event
that the Seller fails to pay the Unwind Price on the date determined by Purchaser pursuant to Section 2.6(b), such failure shall
be a breach of this Agreement and Purchaser shall have the right, in its sole discretion and without limiting Purchaser’s
other remedies for such breach, to offset such Unwind Price against amounts owed by Purchaser to Seller under this Agreement or
cancel its exercise of the Unwind Option, in which case Purchaser shall be entitled to retain the applicable Designated Company
Interests without further liability (including any further obligation with respect to future Purchase Price payments) to the Seller.


 


(d)        
To the extent Purchaser has purchased Company Interests on a Closing Date, but the corresponding Company and Project have
not achieved a Commercial Operation Date by the applicable Termination Date, Seller shall reimburse Purchaser for all Interconnection
Costs incurred related to those Company Interests within five (5) Business Days of demand therefor.


 


ARTICLE III.


REPRESENTATIONS AND WARRANTIES OF SELLER


 


As of the Effective Date and the
applicable Closing Date, Seller hereby represents and warrants to Purchaser as follows:


 


Section 3.1     Organization and Good Standing.


 


(a)          Seller
(i) is a limited liability company duly formed and validly existing and in good standing under the laws of the State of Oregon,
(ii) is qualified to do business in, and is in good standing in all jurisdictions in which its properties (or the character of
its business) requires such qualification, except to the extent that a lack of such qualification could not reasonably be expected
to have a Material Adverse Change and (iii) has all limited liability company power and authority to carry on its business as
now being conducted and to own its properties.


 


 


 






    	 	17	 



     


    

 


(b)         
Each Company is a limited liability company that (i) has been duly formed, is validly existing and is in good standing under
the laws of the State of Oregon, (ii) is qualified to do business and is in good standing in each jurisdiction where its properties
(or the character of its business) requires such qualification and (iii) has all limited liability company power and authority
to carry on its business as now being conducted and to own its properties.


 


(c)         
Each Company has not (nor has such Company ever had) a direct or indirect ownership interest, or investment, in any Person,
or any contractual obligation or commitment to make any investment in (by way of contributions, advances, loans or otherwise) any
other Person.


 


(d)         
Seller has made available to Purchaser true and correct copies of the Articles of Organization and LLC Agreement of each
Company.


 


Section
3.2     Authorization, Execution and Enforceability. Seller has all requisite power and authority to execute and deliver this
Agreement and each other Transaction Document to which it is a party and to perform its obligations hereunder and thereunder. Seller
has duly authorized, executed and delivered this Agreement and, as of the applicable Closing Date, each other Transaction Document
to which it is a party. Each Company has all requisite power and authority to execute and deliver each Material Project Document
to which it is a party and to perform its obligations thereunder. Each Company has duly authorized, executed and delivered each
Material Project Document to which it is a party. Each of this Agreement, each other Transaction Document and each Material Project
Document to which any Company or Seller is a party, constitutes a legal, valid and binding obligation enforceable against Seller
and such Company, as applicable, in accordance with the terms hereof and thereof, as applicable, except as such enforceability
may be limited by applicable Bankruptcy, reorganization, fraudulent conveyance or transfer, moratorium, insolvency and similar
laws affecting the rights or remedies of creditors generally, and by general principles of equity, regardless of whether considered
in a proceeding at law or in equity.


 


Section
3.3    Development. Each Company has not conducted any business other than the development, ownership and operation of the
applicable Project, nor is it party to any contract (written or oral) other than the Material Project Documents to which it is
a party.


 


Section
3.4     Ownership of Company Interests. Seller is the sole legal and beneficial owner of the Company Interests and has good
and valid title to, and full power and authority to convey, the Company Interests, free and clear of any Lien and, upon the satisfaction
or waiver by the appropriate Parties of the conditions precedent set forth in Section 5.1 (Conditions Precedent to Obligations
of Purchaser) and Section 5.2 (Conditions Precedent to Obligations of Seller), Seller will convey to Purchaser good and
valid title to the Company Interests, free and clear of any Liens. There are no outstanding Equity Securities of any Company other
than the Company Interests owned by Seller. Other than Purchaser, no Person holds any option or other right to acquire any equity
or other ownership interest in the Company Interests. Seller is not a party to any voting trust, proxy or other agreement or understanding
with respect to the voting of any of the Company Interests. The Company Interests have been validly issued under the Oregon Limited
Liability Company Act, Chapter 63 of the Oregon Revised Statutes. Seller has no obligation to make further payments to any Company
for its ownership of the Company Interests or as a result of its status as a member of any Company.


 


 


 






    	 	18	 



     


    

 


Section 3.5     Material
Project Documents. Annex 3 lists all Material Project Documents to which each Company is a party or by which such Company
or its Assets is bound, as such Material Project Documents have been modified, supplemented or amended through the Effective Date,
and as updated as of the Closing Date. Annex 3 also lists any letters of credit or other security arranged by or
on behalf of such Company, and any consensual Liens granted under any Material Project Document or in connection with any Governmental
Approval. True and complete copies of the Material Project Documents have been made available to Purchaser. Each Material Project
Document is in full force and effect, has not been assigned by such Company and is valid, binding and enforceable (x) against such
Company and any counterparty that is Seller or an Affiliate of Seller and (y) to Seller’s Knowledge, against the other parties
thereto in accordance with its respective terms. None of such Company, Seller or any Affiliate of Seller is in breach of any provision
of any Material Project Document. Except as disclosed in Annex  3, to Seller’s Knowledge, no counterparty to
a Material Project Document is in breach of any provision of any Material Project Document, and there are no events or circumstances
which may contravene, conflict with or result in a violation or breach of or give any Person with the right to declare a default
or exercise any remedy under, or accelerate any obligation under, or to cancel, terminate or modify and Material Project Document.
None of such Company, Seller or any Affiliate of Seller has delivered to, or received from, any party to any Material Project Document
(i) a notice of termination, cancellation, repudiation, non-renewal or assertion of breach with respect to such Material Project
Document, (ii) a notice of force majeure under such Material Project Document, or (iii) a notice of breach of warranty or indemnification
claim. There are no renegotiations of, or attempts or requests to renegotiate or outstanding rights to renegotiate any Material
Project Document with any Person.


 


Section 3.6     Governmental Approvals.


 


(a)           Annex
4 contains a true and complete list of all Governmental Approvals under Applicable Law, including Environmental Law, for
development of each Project. Seller has provided to Purchaser true, complete and correct copies of all such Governmental Approvals.
Except as noted in Annex 4, each such Governmental Approval is in full force and effect, in full and final
form, and not subject to any administrative or judicial appeals and the time periods for any such appeal of the Governmental Approvals
have expired. Each such Governmental Approval is held in the name of the applicable Company or, where noted in Annex 4,
for the benefit of the applicable Project. Each Company is, and has been, in compliance with all Governmental Approvals and
all conditions contained in the Governmental Approvals listed on Annex  4 required to have been satisfied on or
before the Closing Date have been satisfied as of such date have been satisfied.


 


 


 






    	 	19	 



     


    

 


(b)         
Neither Seller nor any Company has received any notice or other communication from any Governmental Authority or any other
Person regarding (i) any violation of, or failure to comply with, the terms of, or a requirement applicable to, any Governmental
Approval, or (ii) any revocation, suspension, nonrenewal, material modification or termination of any Governmental Approval.


 


(c)         
Seller has made available to Purchaser copies of all reports, assessments, documents and materials owned by, in the possession
of or otherwise available to Seller describing the environmental conditions of the Project Sites relating to the Projects under
development by each Company, including with respect to the presence or potential presence of Hazardous Substances, protected species
or protected resources.


 


Section 3.7     Legal
Proceedings. Except as set forth on Annex 8, there is (and has been in the past six (6) years) no suit,
action or proceeding (including any Condemnation or Environmental Claim) pending or, to Seller’s Knowledge, threatened, against
Seller or any of its Affiliates (with respect to any Project), any Company or any Project before any Governmental Authority or
arbitral body. There is no action or proceeding pending or to Seller’s Knowledge, threatened, against Seller or any of its
Affiliates or any Company that would be reasonably expected to impair Seller’s ability to perform its obligations under this
Agreement or any other Transaction Document, or any Company’s ability to perform its obligations under any Material Project
Document. To Seller’s Knowledge, there is no action or proceeding pending or threatened, against any counterparty to any
Material Project Document that could be reasonably expected to impair such counterparty’s ability to perform its obligations
under any Material Project Document. There is no judgment, ruling, order, writ, decree, stipulation, injunction or determination
in effect by or with any arbitrator, court or other Governmental Authority to which Seller, any Company or any Affiliate of the
foregoing is subject or by which any assets of any thereof is bound, and which relates to or affects any of the Companies, the
Projects, any Transaction Document, or the transactions contemplated by this Agreement.


 


Section 3.8     No Conflict; No Consents.


 


(a)           Except
as set forth on Annex 10, the execution and delivery of this Agreement or the consummation or performance
of any of the transactions contemplated between Seller and Purchaser on the Closing Date hereby will not, directly or indirectly
(with or without notice or lapse of time or both): (i) conflict with or violate any provision of any of the governing documents
of Seller or any Company, (ii) contravene, conflict with or result in a violation of any Applicable Law by which Seller or any
Company is bound or any judgment, ruling, order, writ, decree, stipulation or injunction of any Governmental Authority by which
Seller or any Company is bound, (iii) contravene, conflict with or result in a breach of any provision of, or give any Person
the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment or loss
of benefit under, or to cancel, terminate or modify (A) any material contract (other than any Material Project Document), in each
case which, individually or in the aggregate, could reasonably be expected to cause a Material Adverse Change or (B) any Material
Project Document, (iv) result in the imposition or creation of any Lien, or (v) give any Person the right to prevent, delay or
otherwise interfere with any of the transactions contemplated hereby.


 


 


 


 






    	 	20	 



     


    

 


(b)          Except
as set forth on Annex 10, Seller and each Company is not currently required, nor will Seller or any Company
be required in the future, to give any notice to or obtain any consent from any Person in connection with the execution and delivery
of this Agreement or the consummation or performance of any of the transactions contemplated between Seller and Purchaser on the
Closing Date.


 


Section
3.9     Governmental Approvals and Filings. Except as set forth on Annex 4, no Governmental Approval or filing
with any Governmental Authority is required to be obtained or made by Seller or any Company for the execution, delivery or performance
by Seller of this Agreement or the consummation of the transactions between Seller and Purchaser on the Closing Date contemplated
hereby, other than any such Governmental Approvals or filings which have been obtained or made or are specifically required to
be obtained or made as a condition to Closing pursuant to Section 5.1 or Section 5.2.


 


Section 3.10   Assets and Real Estate Interests.


 


(a)          
Annex 2A contains a true and complete list of all Assets of each Company. As of the Development Tasks
Milestone Payment Date, each Company will have good and marketable title to its Assets free and clear of all Liens other than
Permitted Encumbrances. All tangible assets and properties owned or leased by each Company are adequately maintained and in a
manner consistent with any applicable warranties and are in good operating condition and repair and free from any material defects,
reasonable wear and tear excepted, and are suitable for the uses for which they are being used. The Assets of each Company constitutes
all the material assets and properties necessary for the conduct by such Company of its business and operations as presently conducted,
as it will be conducted through the Closing Date, and in accordance with Applicable Laws and Prudent Industry Practices.


 


(b)         
Each Company does not own, nor has such Company at any time in the past owned, any Equity Securities of any kind in
any corporation, partnership, limited liability company, joint venture, association or other entity.


 


(c)         
Other than as set forth on Annex 8, each Company does not have any liabilities arising out of
transactions entered into prior to the Effective Date or the Closing Date, other than liabilities arising out of the Transaction
Documents or Material Project Documents.


 


(d)         
No Company owns, leases or occupies any real property except for the applicable Real Estate Interests under the applicable
Real Property Documents.


 


(e)         
A true and complete list of all Real Estate Interests and each Real Property Document, including all amendments, modifications,
supplements, assignments, and agreements related thereto, is on Annex 2B. Each Real Property Document executed
and delivered by each Company is valid, binding and enforceable in accordance with its terms, is in full force and effect and
there are no existing defaults by such Company thereunder. A true and complete copy of each Real Property Document has been made
available to Purchaser. Such Company has not received any written notification from the counterparty thereto that any event occurred
which (with or without notice or lapse of time or both) could constitute a default thereunder. Each Company has good and marketable
title to the Real Estate Interests and its Project (given the current stage of development of such Project) free and clear of
all Liens on or senior to said Real Estate Interests, other than Permitted Encumbrances.


 


 


 






    	 	21	 



     


    

 


(f)           (i)
There is no pending or threatened Condemnation (or similar proceedings) of all or any part of the Project Site relating to any
Company’s Project, and neither Seller nor any Company has assigned or sublet or granted any rights to use and occupy or created
any limitations to or on its interests in any Project Site to any Person except as expressly set forth in the applicable Real Property
Documents, (ii) there are no zoning, building code, occupancy restriction or other land-use regulation proceedings that could,
individually or in the aggregate, result in a Material Adverse Change, nor has Seller or any Company received any notice of any
special assessment proceedings affecting any Project Site, or applied for any change to the zoning or land use status of any Project
Site and (iii) to Seller’s Knowledge and except as set forth on the applicable Title Report, there are no Liens or other
agreements (whether of record or not) affecting title to, or creating any Lien, right of first refusal, purchase option, reverter
or charge upon, any Project Site.


 


Section
3.11   Insurance. Annex 5 contains a true and correct list of the insurance coverage that relates to the business of
each Company (collectively, the “Insurance Coverage”). Seller has provided to Purchaser true, complete and correct
copies of all Insurance Coverage policies and certificates of insurance. All policies are in full force and effect, are in such
amounts and cover such losses and risks as are consistent with industry practice, all premiums due and payable thereon have been
paid, and no notice of cancellation or termination has been received with respect to any policy relating to such Insurance Coverage
that has not been replaced on substantially similar terms prior to the date of such cancellation. Seller has not (with respect
to any Company or Project) and no Company has received from any insurance carrier to which it has applied for any insurance or
with which it has carried any insurance any refusal of coverage or notice of material limitation of coverage or any notice that
a defense will be afforded with reservation of rights. The policy relating to such Insurance Coverage will cease to cover each
Company upon the Closing Date for such Company. There exist no pending claims against such insurance policies as to which the insurers
have denied liability. To Seller’s Knowledge, there exist no facts, circumstances or conditions that could give rise to a
claim.


 


Section 3.12   Environmental Claims.


 


(a)          There
are no known existing circumstance which, for each Company, could give rise to, nor has any Company otherwise incurred, liability
to any Person (including any Governmental Authority) under any Environmental Laws, nor has it received any notice from a Governmental
Authority or written notice from any other Person of any such liability or any Environmental Claim therefor.


 


 


 






    	 	22	 



     


    

 


(b)        
Other than the Disclosed Conditions (i) each Company is not subject to any outstanding judgment, decree, or order relating
to compliance with any Environmental Law or Governmental Approvals or any liability or obligation under any Environmental Law or
common law to investigate or cleanup any Hazardous Substances, and (ii) Hazardous Substances have not been Released from or to
any Project Site under circumstances that could result in any liability or obligation under any Environmental Law or common law
to investigate or clean-up any such Hazardous Substances.


 


(c)         
Other than the Disclosed Conditions, to Seller’s Knowledge there are no facts, circumstances, conditions or occurrences
regarding any Project that could reasonably be expected to (i) form the basis of an Environmental Claim, (ii) other than as contemplated
by the Governmental Approvals listed on Annex 4, cause any Project to be subject to any restrictions on ownership,
occupancy or use or (iii) require any Governmental Approval other than as set forth on Annex 4.


 


(d)         
To Seller’s Knowledge, there has been no unpermitted taking of any species listed or protected under any Environmental
Law applicable to any Company or any Projects, or of the habitat of any such species, in any way related to the development, construction
or operation of the Projects.


 


(e)         
Except as noted in Annex 4, none of the real property included in the Real Estate Interests has any
local, state or federal jurisdictional waters on it that is subject to wetlands regulation or the jurisdiction of any federal,
state or county agency regulating and controlling wetlands, and no such agency has made a determination that any wetland exists
on such property.


 


(f)          
No Project or Project Site is located on a landfill.


 


(g)        
As a result of Purchaser’s entering into this Agreement and consummating the transactions contemplated hereby, none
of Purchaser or its Affiliates will have liability for site investigation or cleanup, or be required to obtain the consent of any
Person, pursuant to any Environmental Laws, including so-called “transaction-triggered” or “responsible property
transfer” requirements.


 


Section 3.13   Compliance with Laws.


 


(a)         
Each Company is (and its Assets are) and has been in compliance in all material respects with all Applicable Laws.


 


(b)         
Neither Seller nor any Company has received any notice from any Governmental Authority or other communication from any other
Person regarding (i) any actual, alleged or potential violation of, or failure to comply with, any Applicable Law relating to such
Company or its Project or the transaction contemplated hereby or (ii) any obligation on the part of such Company to undertake,
or to bear all or any portion of the cost of, any remedial action of any nature other than obligations with respect to remedial
actions set forth in Material Project Documents or written Governmental Approvals set forth on Annex 4 with respect
to which, in each such case, such Company does not have any outstanding payment or performance obligation as of the Closing Date.


 


 


 






    	 	23	 



     


    

 


Section 3.14   No Employees.


 


(a)         
Each Company has no employees and has not had any employees. Each Company has no liability or obligation to any former director,
officer or employee of such Company pursuant to the terms of any employment, severance, separation or consulting agreement.


 


(b)         
Each Company does not maintain, nor does such Company have any liability or obligation under, any “Employee Welfare
Benefit Plan,” as defined in Section 3(1) of ERISA, any “Employee Pension Benefit Plan,” as defined in Section
3(2) of ERISA, any other “employee benefit plan,” as defined in Section 3(3) of ERISA or any other employee benefit
plan, program, policy or arrangement, and such Company is not and has not been a contributing employer to any multi-employer plans,
as defined in Section 3(37) of Section 4001(a)(3) of ERISA (“Multiemployer Plan”).


 


(c)         
No Person, trade or business that, together with any Company, is or was treated as a single employer within the meaning
of Section 414 (b), (c), (m) or (o) of the Code or Section 4001(b) of ERISA sponsors, maintains, participates in contributes to
or has any liability in respect of any defined benefit pension plan subject to Title IV of ERISA or Section 412 of the Code (“Pension
Plan”) or any Multiemployer Plan or has sponsored, maintained, participated in, contributed to or had any liability in respect
of a Pension Plan or Multiemployer Plan within the past six years.


 


Section 3.15   Financial Statements and Balance
Sheets.


 


(a)         
On the applicable Closing Date for each Company, the most recent audited quarterly and annual financial statements of the
Seller and Seller Parent, and the Balance Sheet of each Company, have been made available to Purchaser and each such financial
statement and Balance Sheet has been prepared in accordance with GAAP (except for footnotes and utilization of accelerated depreciation)
applied on a consistent basis, and presents fairly in all material respects the financial position of Seller, Seller Parent, or
such Company (as applicable), as of the Balance Sheet Date.


 


(b)         
Each Company does not have any (i) liability or obligation of any nature (whether accrued or contingent) which, if incurred
during the period covered by the Balance Sheet, would have been required to be disclosed or reserved against on the face of the
Balance Sheet or the notes thereto in accordance with GAAP, each of which are necessary for the development, construction or operation
of such Company’s Project and (ii) liabilities and obligations arising in the ordinary course of business consistent with
past practice of such Company since the Balance Sheet Date, none of the items listed in sub-clauses (i)-(ii) of which, individually
or in the aggregate, is material in nature or amount to such Company or its business, operations, property or condition (financial
or other).


 


(c)         
Since the applicable Balance Sheet Date: (i) each Company has operated, in all material respects, in the ordinary course
of business; (ii) there has not been any Material Adverse Change; and (iii) such Company has not taken, and has not failed to
take, any action that, if taken or failed to be taken after the Effective Date, would be prohibited by Section 6.6.


 


 


 


 


 






    	 	24	 



     


    

 


Section 3.16   Intellectual Property.


 


(a)         
Annex 2A sets forth the Intellectual Property rights owned or licensed by each Company.


 


(b)         
Each Company has not (i) infringed upon or misappropriated any Intellectual Property rights of any third party or (ii)
received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation
(including any claim that a Person must license or refrain from using any Intellectual Property rights of any third party in connection
with such Company’s business).


 


Section 3.17   Indebtedness. No Company
has any outstanding Indebtedness.


 


Section 3.18  Bankruptcy.
There are no Bankruptcy, reorganization or arrangement proceedings pending against, being contemplated by or, to Seller’s
Knowledge, threatened against, Seller, any Company or any counterparty to any Material Project Document.


 


Section 3.19  Books
and Records. True and complete copies of the minute book of each Company and the membership interest register, if any, of such
Company have been kept in accordance with Applicable Laws and have been made available to Purchaser. All books, accounts, ledgers
and files of each Company will be made available to Purchaser as of the Closing Date.


 


Section 3.20   Affiliate
Transactions. From and after the Effective Date and except as contemplated by this Agreement or as set forth on Annex
7, neither Seller nor any Affiliate or Representative of Seller (other than the applicable Company) is party to
any agreement or arrangement involving any Company or any Project.


 


Section 3.21   Taxes.


 


(a)         
Each Company owned by the Seller is disregarded as an entity separate from its owner for federal income tax purposes. At
all times since its organization, each Company has either been a disregarded entity or a partnership for federal income tax purposes
and no elections have been filed or will be filed with the Internal Revenue Service to treat such Company as an association taxable
as a corporation;


 


(b)        
Seller, with respect to each Company and its assets, and each Company has filed or caused to be filed all Tax Returns required
to be filed by or for it with the appropriate Governmental Authority in accordance with Applicable Law. All such Tax Returns were
true, complete and correct at the time of such filing and filed on a timely basis, taking into account applicable extensions.
Seller, with respect to any Company and its assets, and each Company has paid all Taxes payable by each of them with respect to
such Tax Returns;


 


 


 


 






    	 	25	 



     


    

 


(c)         
Seller, with respect to each Company and its assets, and each Company has complied with all Applicable Laws relating to
the payment and withholding of Taxes (including withholding and reporting requirements under Code Sections 1441 through 1464, 3401
through 3406, 6041 and 6049 and similar provisions under any other Applicable Law) and has, within the time and in the manner prescribed
by law, withheld from employee wages, if any, and paid over to the proper Governmental Authority all required amounts;


 


(d)         
Seller, with respect to each Company and its assets, and each Company has not executed (nor is it subject to) any waiver
or extension currently in effect or comparable consents regarding the application of the statute of limitations for any Taxes or
Tax Returns;


 


(e)        
No audit, examination or other administrative proceedings or court proceedings are presently pending or, to Seller’s
knowledge, threatened with regard to any Taxes or Tax Returns of any Company or of Seller, with respect to each Company and its
assets, and there are no Liens for Taxes upon any property or Asset of any Company;


 


(f)          
No written claim has been made by any tax authority in a jurisdiction where any Company or Seller, with respect to each
Company and its assets, does not file a Tax Return that it is or may be subject to taxation in that jurisdiction;


 


(g)         
No power of attorney currently in force has been granted by Seller or any Company with respect to the Taxes of such Company;


 


(h)        
Neither Seller (or any Affiliate of Seller), with respect to any Company or its assets, nor any Company has requested or
received any written ruling of a taxing authority relating to Taxes;


 


(i)          
Except as contemplated in the Material Project Documents, no agreement as to indemnification for, contribution to, reimbursement
or payment of Taxes exists between any Company and any other Person; and no Company has liability for Taxes of any person as a
transferee or successor, by contract or otherwise; no Company has any liability for Taxes as a result of Treasury Regulations Section
1.1502-6 or the analogous provisions of any state, local or foreign law;


 


(j)          
(i) No grants have been provided by the United States, a state or a political subdivision of a state in connection with
any Project being developed by any Company or Seller; (ii) no assets of any Company are subject to the alternative depreciation
system within the meaning of Section 168(g) of the Code or tax-exempt use property within the meaning of Section 168(h) of the
Code; (iii) no subsidized energy financing has been provided (directly or indirectly) under a federal, state or local program
in connection with any Project; and (iv) no Tax credit (including the investment tax credit under Code Section 48) has been allowed
with respect to any property that is part of any Project;


 


 


 


 






    	 	26	 



     


    

 


(k)         
For federal income tax purposes, Seller is not a foreign person within the meaning of section 1445(f)(3) of the Code;


 


(l)          
[Reserved];


 


(m)        
No Assets of any Company have been placed in service for federal income tax purposes;


 


(n)        
No Power Purchase Agreement relating to any Project transfers the benefits of any grants or any credits arising under the
Code (including the investment tax credit) available to such Project to the offtaker thereunder; and


 


(o)         
Neither Seller nor any Company has knowledge of any outstanding, pending or proposed special assessments or special real
property related taxes, including any deferred money payments or performances on account of any subdivision or change in zoning
or land use classification, affecting the real property included in the Real Estate Interests or any acts that would result in
the imposition of any deferred or “roll back” taxes with respect to the real property included in the Real Estate Interests.


 


(p)         
There are no liens for any Taxes on any Company or its assets.


 


Section 3.22   FERC and State Energy Regulation.


 


(a)         
Neither the Seller nor, other than as a Qualifying Facility (“QF”) eligible for all exemptions pursuant to 18
CFR §§ 292.601 and 292.602 applicable to QFs under 20 MWs, any Company is subject to regulation under the FPA or PUHCA.
Each Company has taken no action that, to Seller’s Knowledge, would require any of the Parties hereto to obtain FERC authorization
under Section 203 of the FPA to consummate the transactions between Seller and Purchaser on the Closing Dates contemplated herein.
None of the Companies are subject to regulation by the Public Utilities Commission of the State of Oregon, PUHCA or PURPA as a
“public utility,” “electric utility,” “electric company,” “electrical corporation,”
“holding company,” or similar term under any state Applicable Law relating to public utilities;


 


(b)         
Each Company is a QF and Seller has filed with FERC accurate and complete self-certifications of QF status prior to the
date any sales of energy were made, any has updated such filings to the extent required by law as of the date hereof;


 


(c)         
No QF is affiliated with any other QF located within one mile of any other QF; and


 


(d)         
Each Power Purchase Agreement that is not a subscription agreement has been approved by the Oregon Public Utilities Commission.


 


 


 






    	 	27	 



     


    

 


(e)          Each
Power Purchase Agreement that is a subscription agreement has a price of at least $0.11/kWh(dc) and a contract term of at least
20 years.


 


Section
3.23   Interconnection. As of the Development Tasks Milestone Payment Date, each Company has executed an Interconnection Agreement
with the Utility to interconnect the applicable Project to the local distribution system. Any interconnection upgrades that may
be required under an Interconnection Agreement or revealed pursuant to an interconnection study in respect of any Project have
been disclosed to Purchaser in writing.


 


Section 3.24   Compliance.


 


(a)         
Seller represents and warrants that it is not a government entity and that it does not currently employ, and will not in
the future, without the prior written consent of Purchaser, employ, either directly or indirectly, a Government Official, or a
parent, spouse, child or sibling of a Government Official who shall perform services pursuant to each of the Projects.


 


(b)         
Seller represents and warrants that it has not, and that it has no evidence of any kind that any of its owners, controlling
shareholders, directors, officers, employees or any other person working on its behalf (including, without limitation any of its
subsidiaries, Affiliates, subcontractors, consultants, representatives and agents) has, either directly or indirectly, made a Prohibited
Payment with respect to any Project or engaged in any Prohibited Transaction with respect to any Project or the performance of
any of its obligations under the Transaction Documents.


 


(c)        
Seller represents and warrants that it and its owners, controlling shareholders, directors, officers, employees and any
other person working on its behalf (including, without limitation any of its subsidiaries, affiliates, subcontractors, consultants,
representatives or agents) in the development of the Projects has complied with all Applicable Laws including all anti-corruption,
anti-money laundering, antiterrorism and economic sanction and anti-boycott laws of the United States including without limitation,
the United States Foreign Corrupt Practices Act.


 


Section
3.25   OFAC. Seller and each Company represents and warrants that each is in compliance with the requirements of Executive
Order No. 13224, 66 Fed Reg. 49079 (September 25, 2001) (the “Order”) and other similar requirements contained
in the rules and regulations of the Office of Foreign Asset Control, Department of the Treasury (“OFAC”) and
in any enabling legislation or other executive orders in respect thereof (the Order and such other rules, regulations, legislation,
or orders are collectively called the “Orders”).


 


Section
3.26  No Use or Zoning Changes. Neither Seller nor any Company has received written notice of any plan, study or effort by
any Governmental Authority that would materially adversely affect the present use or zoning of any portion of any Project Site
or any portion of the real property included in the Real Estate Interests.


 


 


 






    	 	28	 



     


    

 


Section
3.27  Historic Sites. Neither Seller nor any Company has knowledge that any of the real property included in the Real Estate
Interests contains any buildings, structures, objects, districts, areas or sites of prehistoric, historic or archeological interest
or significance or any site eligible for listing on the National Register of Historic Places.


 


Section
3.28  Full Disclosure. Seller has provided Purchaser all material documentation and information relating to each Company
and each Company’s Assets and Project, and relating to Seller relevant to its interest in the Company Interests. All of such
provided documentation and information is true, correct and complete, and Seller has not failed to disclose to Purchaser any facts
or information known to Seller material to the Company Interests, the Companies or the Projects. None of such provided documentation
or information (including all financial statements), nor any of the representations and warranties of Seller set forth in any Transaction
Document or in any certificate, document or other instrument delivered by or on behalf of Seller thereunder, contains any untrue
statement of material fact, nor do any of the same omit to state a material fact necessary to make the statements or facts contained
therein not misleading.


 


ARTICLE IV.


REPRESENTATIONS AND WARRANTIES OF PURCHASER


 


As of the Effective Date and
the Closing Date, Purchaser hereby represents to Seller as follows:


 


Section
4.1     Organization and Good Standing. Purchaser (a) is a corporation duly formed and validly existing and in good standing
under the laws of the State of Delaware, (b) is duly authorized to conduct business in, and is in good standing in all jurisdictions
in which its properties (or the character of its business) requires such qualification, except to the extent that a lack of such
qualification would not reasonably be expected to have a material adverse effect on Purchaser or on its ability to perform its
obligations hereunder and (c) has all corporate power and authority to carry on its business as now being conducted and to own
its properties, except where the failure to have such power or authority would not have an adverse and material impact on its ability
to conduct its business or own its assets.


 


Section
4.2     Authorization, Execution and Enforceability. Purchaser has duly authorized, executed and delivered this Agreement, which
constitutes its legal, valid and binding obligation and is enforceable against it in accordance with its terms, except as such
enforceability may be limited by applicable Bankruptcy, moratorium, insolvency and similar laws affecting the rights of creditors
generally, and by general principles of equity, regardless of whether considered in a proceeding at law or in equity.


 


Section
4.3     Legal Proceedings. There is no action, suit or proceeding pending or, to its knowledge, threatened against Purchaser,
which would reasonably be expected to impair its ability to perform its obligations under this Agreement.


 


Section
4.4     No Conflict. The execution, delivery and performance by Purchaser of its obligations under this Agreement will not
(a) contravene any law or any order, writ, decree or injunction of any court or Governmental Authority; (b) conflict with, or
result in a breach of any term, covenant, condition or provision of, or constitute a default under, or result in the creation
or imposition of any lien upon any assets of Purchaser pursuant to the terms of any agreement or instruments to which Purchaser
is a party or by which Purchaser or any of its properties is bound; or (c) violate any provision of Purchaser’s organizational
documents in each case that would be reasonably expected to impair its ability to perform its obligations under this Agreement.


 


 


 






    	 	29	 



     


    

 


Section
4.5    Governmental Approvals and Filings. No Governmental Approval or filing with or notice to any Governmental Authority
is required to be obtained or made by Purchaser for the execution, delivery and performance by Purchaser of this Agreement, or
the consummation of the transactions contemplated between Seller and Purchaser on the Closing Dates, other than any such Governmental
Approvals or filings which (a) have been obtained or made or are specifically required to be obtained or made as a condition to
Closing pursuant to Section 5.1 (Conditions Precedent to Obligations of Purchaser) or Section 5.2 (Conditions Precedent
to Obligations of Seller) or (b) may be required to be obtained or made at a future date, which future Governmental Approvals or
filings can reasonably be expected to be obtained when required.


 


Section
4.6     Investment Intent. Purchaser is acquiring the Company Interests for its own account, for investment and with no view
to the distribution (as such term is used in Section 2(11) of the Securities Act of 1933, as amended) thereof; provided that the
foregoing is not intended as a restriction of Purchaser’s right, on and after the Closing Date, to dispose of all or any
portion of the Company Interests in compliance with the Securities Act of 1933, as amended, and all other applicable securities
laws and each applicable LLC Agreement.


 


Section
4.7    Unregistered Securities. Purchaser acknowledges that the issuance and sale of the Company Interests have not been registered
under the Securities Act of 1933, as amended, or the securities laws of any state of the United States or any other jurisdiction,
and these interests may not be offered or sold by Purchaser unless subsequently registered under that Act and any other applicable
securities laws or unless an exemption from such registration or other requirements thereof is available.


 


ARTICLE V.

CONDITIONS


 


Section
5.1     Conditions Precedent to Obligations of Purchaser on each Closing Date. The obligations of Purchaser to purchase the
applicable Company Interests on each Closing Date are subject to the satisfaction by Seller or waiver by Purchaser of each of the
following conditions on or prior to the Closing Date:


 


(a)         
Seller shall have delivered a written notice of the Closing Date no later than ten (10) Business Days prior to the expected
Closing Date;


 


(b)         
Seller shall have delivered to Purchaser a counterpart to this Agreement executed by Seller;


 


 


 






    	 	30	 



     


    

 


(c)         
Seller shall have delivered to Purchaser a counterpart to the applicable Membership Interest Assignment Agreement in the
form attached hereto as Exhibit 1 and all original certificates of the applicable Company Interests, together with
duly endorsed transfer powers, to the extent that the Company Interests are certificated;


 


(d)         
Purchaser shall have received the Seller Parent Guarantee in the form attached hereto as Exhibit 2 duly executed
and delivered by Seller Parent;


 


(e)         
Purchaser shall have received a certificate of Seller Parent in the form attached hereto as Exhibit 2A;


 


(f)          
an organizational chart showing the relationship between the applicable Project Company, Seller, and Seller Parent;


 


(g)         
an Employer Identification Number for Seller and, if applicable, the applicable Project Company;


 


(h)         
a Manager’s Certificate for the applicable Project Company in the form attached hereto as Exhibit 3;


 


(i)          
an Officer’s Certificate in the form attached hereto as Exhibit 4;


 


(j)          
resignations of all the managers, officers and registered agents of the applicable Company in the form attached hereto as
Exhibit 5;


 


(k)         
a certificate of compliance for Seller and, if applicable, the applicable Project Company issued by the State of Oregon
as of a date not more than ten (10) days prior to the Closing Date;


 


(l)         
Seller shall have delivered to Purchaser UCC judgment and lien search reports of a recent date before the Closing Date in
each of the jurisdictions in which UCC-1 financing statements or other filings or recordations could be made to evidence or perfect
security interests in the Company Interests and each Project, and such searches shall reveal no Liens on any of the Company Interests
or Projects;


 


(m)        
the applicable Title Reports;


 


(n)         
the applicable Real Property Documents;


 


(o)         
a Portland General Electric Facility Study for the applicable Project Company;


 


(p)         
a Power Purchase Agreement for the applicable Project Company


 


(q)         
a Conditional Use Permit for the applicable Project;


 


(r)          
Historical or Cultural Resource Studies (if applicable);


 


(s)          Species
Analysis (if applicable);


 


 


 






    	 	31	 



     


    

 


(t)          
Zoning/Site Approval (if applicable);


 


(u)         
Sworn Statements/Lien Waivers (if applicable);


 


(v)         
Flood Search/Wetlands (if applicable);


 


(w)        
a site plan for the applicable Site as submitted for the Conditional use Permit in CAD format;


 


(x)          
a FERC QF Filing for the applicable Project;


 


(y)         
all original books, accounts, ledgers, permits, licenses and files of the applicable Company and Project;


 


(z)         
Seller shall have duly performed and complied with all agreements, covenants and conditions required by this Agreement to
be performed or complied with by Seller prior to or on the Closing Date, excluding any such failure to perform and comply which,
individually or in the aggregate, has not had any material adverse impact (i) on the applicable Company, (ii) on Purchaser or its
ability to perform its obligations under this Agreement or to satisfy any condition in Section 5.2 required to be satisfied by
Purchaser or (iii) on Seller’s ability to satisfy any condition in this Section 5.1 (other than this Section 5.1(aa))
or Seller’s ability to satisfy any condition in Sections 5.3, 5.4, or 5.5;


 


(aa)       
Between the Effective Date and the Closing Date, there has not been any Material Adverse Change with respect to Seller or the applicable
Company; and


 


(bb)      
No condemnation is pending or threatened in writing with respect to the applicable Project, or any portion thereof, and no unrepaired
casualty exists with respect to the applicable Project, or any portion thereof, or the sale of electric power therefrom, unless
(i) such casualty is capable of repair in a reasonably satisfactory timeframe, (ii) the cost of such repair shall not exceed $2,000,
and (iii) the Purchase Price with respect to such Project shall be adjusted by an amount equal thereto.


 


Section
5.2     Conditions Precedent to Obligations of Seller on Each Closing Date. The obligations of Seller to sell the applicable
Company Interests on the Closing Date are subject to the satisfaction by Purchaser or waiver by Seller of each of the following
conditions on or prior to the Closing Date:


 


(a)         
Seller has received a counterpart to this Agreement executed by Purchaser;


 


(b)         
Purchaser shall have delivered to Seller a counterpart to the applicable Membership Interest Assignment Agreement;


 


(c)         
Purchaser will provide Seller with a certificate of a manager, secretary or assistant secretary certifying that each of
the representations and warranties of Purchaser in this Agreement is true and correct in all material respects as of the Closing
Date; and


 


 


 






    	 	32	 



     


    

 


(d)          Purchaser
shall have delivered the Closing Date Payment Amount.


 


Section
5.3     Conditions Precedent to Obligations of Purchaser on the Development Tasks Milestone Payment Date. The obligation of
Purchaser to pay the Development Tasks Milestone Payment Amount on the Development Tasks Milestone Payment Date is subject to the
satisfaction or waiver by Purchaser of each of the following conditions on or prior to the Development Tasks Milestone Payment
Date:


 


(a)         
the Closing Date shall have occurred;


 


(b)         
all applicable adjustments and modifications to the Purchase Price required under Sections 2.3 and 2.5 have been made to
the reasonable satisfaction of the Purchaser;


 


(c)         
Purchaser shall have received a true, correct, and complete copy of the Interconnection Agreement for the applicable Project
Company;


 


(d)         
Purchaser shall have received a Phase I Environmental Site Assessment consistent with ASTM E1527–13 standards;


 


(e)         
Except as set forth on Annex 10, the applicable Company shall have received all consents of counterparties required pursuant
to the Real Property Documents to which it is a party including without limitation (i) consent to assignment of such Real Property
Document (ii), consent to change of control of the Company and (iii) any consent to the construction or installation of improvements
required by such Real Property Documents.


 


(f)          
Seller is not Bankrupt.


 


Section 5.4     Conditions Precedent
to Obligations of Purchaser on the NTP Payment Date 


 


Purchaser shall provide Seller
with a copy of the applicable EPC Contract and keep Seller reasonably informed about progress under the EPC Contract, including
by providing Seller with documentation thereof. The obligations of Purchaser to pay the NTP Payment Amount on the NTP Payment Date
is subject to the satisfaction or waiver by Purchaser of each of the following conditions on or prior to the NTP Payment Date:


 


(a)         
the Closing Date and the conditions described in Section 5.3 shall have occurred;


 


(b)         
all applicable adjustments and modifications to the Purchase Price required under Sections 2.3 and 2.5 have
been made to the reasonable satisfaction of the Purchaser;


 


 


 






    	 	33	 



     


    

 


(c)         
“Notice to Proceed” shall have occurred under the applicable EPC Contract;


 


(d)         
Seller is not Bankrupt.


 


Section 5.5     Conditions Precedent
to Obligations of Purchaser on the COD Payment Date 


 


The obligation of Purchaser to
pay the COD Payment Amount on the COD Payment Date is subject to the satisfaction or waiver by Purchaser of each of the following
conditions on or prior to the COD Payment Date:


 


(a)         
the Closing Date, Development Tasks Milestone Payment Date, and NTP Payment Date shall have occurred;


 


(b)         
all applicable adjustments and modifications to the Purchase Price required under Sections 2.3 and 2.5 have
been made to the reasonable satisfaction of the Purchaser; and


 


(c)         
the “Commercial Operation Date” shall have occurred under the applicable Power Purchase Agreement


 


(d)        
; and Seller is not Bankrupt.


 


 


Section 5.6     Procedure
for Satisfaction of Conditions


 


(a)         
Seller shall provide Purchaser with written notice upon completion or satisfaction of any of the conditions described in
Sections 5.1, 5.3, 5.4 and 5.5.


 


(b)        
If Purchases believes Seller has not completed or satisfied a condition mentioned in such notice, Purchaser must notify
Seller of the alleged deficiency within ten (10) business days of receipt of Seller’s notice, which notice shall state the
grounds for Purchaser’s belief that there is a deficiency. If Purchaser fails to notify Seller of an alleged deficiency within
the ten (10) business days, Seller will be deemed to have completed or satisfied the condition mentioned in Seller’s notice.


 


Section 5.7     Expedited Resolution
of Disputes Over Satisfaction of Conditions


 


(a)         
This Section 5.7 shall govern all disputes over whether the conditions described in this Article V have been completed
or satisfied. (a “Covered Dispute”). The Parties intend for this Section to facilitate resolution of any Covered
Dispute as quickly as possible.


 


(b)         
The parties agree to submit all Covered Disputes to an arbitrator to be mutually agreed by the Parties (the “Arbitrator”)
who shall act as sole arbitrator. Any decision rendered by the Arbitrator shall be final and binding. If the Parties do not agree
to a different Arbitrator, Frank Burke shall be the Arbitrator.


 


 


 






    	 	34	 



     


    

 


(c)         
After a Covered Dispute arises, the aggrieved Party may submit a letter to the Arbitrator, with a copy to the other Party,
requesting that the Arbitrator resolve the Covered Dispute. The other Party may, within three business days, submit a responding
letter, with a copy to the aggrieved Party. Unless the Parties agree otherwise or requested by the Arbitrator, there shall be no
discovery, hearing, or further argument. The Arbitrator shall render a decision based on the letters (or other materials, if applicable)
as soon as possible and the Parties shall do all that is commercially reasonable to enable the Arbitrator to render a decision
within one week of receipt of the responding letter. Each Party will bear its own costs and legal fees incurred in connection with
a Covered Dispute. Each Party is responsible for 50% of the Arbitrator’s fees


 


ARTICLE VI.

COVENANTS


 


Section 6.1     Tax Filings.


 


(a)         
Seller shall prepare (or cause to be prepared) and timely file (or cause to be filed) all Tax Returns of the applicable
Company with respect to any taxable periods ending on or before the Closing Date (“Pre-Closing Taxable Period”)
and shall pay any Taxes (“Pre-Closing Taxes”) due in respect of any Pre-Closing Taxable Period. Seller shall
be entitled to refunds (whether by payment, credit or offset) of Taxes with respect to Pre-Closing Taxable Periods.


 


(b)         
Purchaser shall prepare or cause each Company to prepare (or cause to be prepared) and timely file or cause to be filed
when due all Tax Returns that are required to be filed by or with respect to each Company with respect to periods ending after
the applicable Closing Date and shall remit or cause each Company to remit any Taxes due in respect of such Tax Returns. With
respect to Tax Returns that are required to be filed by or with respect to each Company for any taxable period that begins before
and ends after the applicable Closing Date (such periods “Straddle Periods” and such Tax Returns “Straddle
Returns”), such Straddle Returns shall be prepared in a manner consistent with past practice (unless otherwise required
by law), and Seller shall be responsible for Taxes due in respect of that portion of such Straddle Periods as ends on the applicable
Closing Date (“Straddle Pre-Closing Taxes”). Purchaser shall notify Seller of any amounts due from Seller in
respect of any Straddle Return no later than ten (10) Business Days prior to the date on which such Straddle Return has been finalized
(as described in this paragraph) and is due, and Seller shall remit such payment to Purchaser no more than five (5) Business Days
following receipt of such notice. Purchaser shall deliver or cause to be delivered any Straddle Return to Seller for its review
at least thirty (30) days prior to the date on which such Tax Return is required to be filed. If Seller disputes any item on such
Tax Return, it shall notify Purchaser of such disputed item (or items) and the basis for their objection. The Parties shall act
in good faith to resolve any such dispute prior to the date on which the relevant Tax Return is required to be filed. If the Parties
cannot resolve any disputed item, the item in question shall be resolved by an independent accounting firm mutually acceptable
to Seller and Purchaser (the “Independent Accountants”). The fees and expenses of such Independent Accountants shall
be borne equally by Seller and the applicable Company or Companies. Seller shall be entitled to any refund of Straddle Pre-Closing
Taxes. For purposes of this Section 6.1(b), in the case of any Taxes of each Company that are payable with respect to Straddle
Periods, the portion of any such Taxes that are attributable to the portion of the Straddle Period that ends on the Closing Date
shall (i) in the case of Taxes that are based upon or related to income or receipts or imposed on a transactional basis, be deemed
equal to the amount that would be payable if the Tax year or period ended on the Closing Date; and (ii) in the case of other Taxes,
be allocated pro rata per day between the period ending on the Closing Date and the period beginning after the Closing Date.


 


 


 


 






    	 	35	 



     


    

 


(c)         
In the event that a dispute arises between Seller and Purchaser as to the computation of the amount of Taxes, the Parties
shall attempt in good faith to resolve such dispute, and any amount so agreed upon shall be paid to the appropriate Party. If such
dispute is not resolved within thirty (30) days thereafter, the Parties shall submit the dispute to the Independent Accountants
for resolution, which resolution shall be final, conclusive and binding on the Parties. Notwithstanding anything in this Agreement
to the contrary, the fees and expenses of the Independent Accountants in resolving the dispute shall be borne equally by Seller
and Purchaser. Any payment required to be made as a result of the resolution of the dispute by the Independent Accountants shall
be made within ten (10) days after such resolution, together with any interest determined by the Independent Accountants to be
appropriate.


 


(d)         
Purchaser and Seller shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection
with the filing of Tax Returns pursuant to this Section 6.1 and any audit, litigation or other proceeding with respect to
Taxes. Such cooperation shall include the retention and (upon the other Party’s request) the provision of records and information
which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient
basis to provide additional information and explanation of any material provided hereunder. Purchaser and Seller agree (i) to retain
all books and records with respect to Tax matters pertinent to each Company relating to any taxable period beginning before the
Closing Date until the expiration of the statute of limitations (and, to the extent notified by Purchaser or Seller, any extensions
thereof) of the respective taxable period, and to abide by all record retention agreements entered into with any taxing authority,
and (ii) to give the other Party reasonable written notice prior to destroying or discarding any such books and records and, if
the other Party so requests, Purchaser or Seller, as the case may be, shall allow the other Party to take possession of such books
and records.


 


Section
6.2     Characterization of the Transaction. The Parties agree to treat the sale of the Company Interests as a sale to Purchaser
of all of the assets owned by each Company for federal and state income Tax purposes.


 


Section
6.3     Transfer Taxes. Each Seller shall pay all sales, use, transfer, real property transfer, recording, gains, stock
transfer and other similar taxes and fees, including all state and local sales, use or other transfer taxes (“Transfer
Taxes”) arising out of or in connection with the transactions between Seller and Purchaser on the Closing Dates. Seller
shall timely file all Transfer Tax returns and timely remit all Transfer Taxes to the appropriate taxing authorities and provide
to Purchaser evidence of such filings and remittances upon Purchaser’s request.


 


 


 






    	 	36	 



     


    

 


Section 6.4     Taxes. From
and after the Effective Date and until the Closing Date:


 


(a)         
Seller (i) shall, or shall cause each Company to, maintain its status as a disregarded entity for federal income tax purposes,
(ii) shall not admit any new member(s) to any Company that would result in the Company being classified as a partnership for federal
income tax purposes, and (iii) shall not file or cause or permit to be filed any election with the Internal Revenue Service to
treat any Company as an association taxable as a corporation for federal income tax purposes; and


 


(b)         
Seller, with respect to each Company and its Assets, and each Company will comply with all Applicable Laws relating to
the payment and withholding of Taxes (including withholding and reporting requirements under Code Sections 1441 through 1464,
3401 through 3406, 6041 and 6049 and similar provisions under any other Applicable Law) and will, within the time and in the manner
prescribed by law, withhold from employee wages, if any, and pay over to the proper Governmental Authority all required amounts.


 


Section 6.5     Taxes.


 


(a)          Controversies.


 


(i)       Purchaser
shall promptly notify Seller upon receipt by Purchaser or any affiliate of Purchaser (including each Company and its subsidiaries
after the applicable Closing Date) of written notice of any inquiries, claims, assessments, audits or similar events with respect
to (i) Taxes relating to a taxable period ending on or prior to the applicable Closing Date or any loss, disallowance, or recapture
of any tax credit, in each case for which Seller may be liable under this Agreement (any such inquiry, claim, assessment, audit
or similar event, a “Tax Matter”). Seller, or the Seller’s representative, at its sole expense, shall
have the authority to represent the interests of any Company with respect to any Tax Matter before the Internal Revenue Service,
any other taxing authority, any other governmental agency or authority or any court and shall have the right to control the defense,
compromise or other resolution of any Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending
against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating
to, a Tax Matter; provided, however, that neither Seller nor any of its affiliates shall enter into any settlement of or otherwise
compromise any Tax Matter that adversely affects or may adversely affect the Tax liability of Purchaser, any Company or any of
the Companies’ subsidiaries or any affiliate of the foregoing for any period ending after the applicable Closing Date, including
the portion of the Straddle Period that is after the applicable Closing Date, without the prior written consent of Purchaser;
and provided further that Purchaser shall have the right to control any Tax Matter that concerns or implicates the valuation of
the Assets of any Company. Seller or Seller’s representative shall keep the Purchaser fully and timely informed with respect
to the commencement, status and nature of any Tax Matter. Seller shall, in good faith, allow Purchaser to make comments to Seller
or Seller’s representative, regarding the conduct of or positions taken in any such proceeding.


 


 


 


 






    	 	37	 



     


    

 


(ii)      Except
as otherwise provided in Section 6.5(a)(i) above, or if Seller does not elect to control a proceeding pursuant to Section
6.5(a)(i) above, Purchaser shall have the sole right to control any audit or examination by any tax authority, initiate any
claim for refund, amend any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of
Tax deficiency or other adjustment of Taxes of or relating to, the income, assets or operations of any Company for all taxable
periods.


 


(b)         
Notification. Purchaser, the Companies, and their respective Affiliates shall promptly forward to Seller all written
notifications and other communications from any Tax authority received by any Company relating to any Tax Matters relating to the
Tax liability of any Company with respect to a Pre- Closing Period.


 


(c)         
Indemnification for Taxes. Seller agrees to indemnify, defend and hold Purchaser and its Affiliates (including the
Companies) and their respective members, shareholders, directors, managers, officers, employees agents, successors and assigns,
harmless on an after-tax basis from and against: (i) all Taxes, losses, claims and expenses resulting from, arising out of, or
incurred with respect to, any claims that may be asserted by any party based on, attributable to, or resulting from the failure
of any representation or warranty made pursuant to Section 3.21 (Taxes) to be true and correct in all respects as of the
Effective Date and as of the applicable Closing Date with the same effect as though made as of the applicable Closing Date, in
each case, (x) without giving effect to any Schedule Supplements and (y) with respect to each Seller and each Company; (ii) all
Taxes imposed on, asserted against or attributable to the properties, income or operations of any Company or any Taxes for which
any Company is otherwise liable, for all Pre-Closing Periods; and (iii) all Taxes imposed on any Company as a result of the provisions
of Treasury Regulations Section 1.1502-6 or the analogous provisions of any state, local or foreign law.


 


Section 6.6     Conduct of Operations During
Pre-Closing Period.


 


(a)          Except
as contemplated or permitted by this Agreement or as required by Applicable Law, during the Pre-Closing Period, each Company shall,
and Seller shall cause each applicable Company to:


 


(i)      
conduct the business of the Company in the ordinary course consistent with past practice and in accordance with Prudent
Industry Practice;


 


(ii)    
use its commercially reasonable efforts to (A) preserve the present business operations, organization and goodwill of the
Company and (B) preserve the present relationships with Persons having business dealings with the Company;


 


(iii)    
maintain all of the Assets of, or used by, the Company or the Project in their current condition;


 


 


 






    	 	38	 



     


    

 


(iv)   
comply in all material respects with all Applicable Laws and the Material Project Documents, and maintain or renew, as needed,
all existing Governmental Approvals applicable to the Companies and the Projects;


 


(v)    
promptly notify Purchaser of any casualty, Condemnation or emergency condition affecting any Project or Company; and


 


(vi)   
provide Purchaser with information concerning the Company and the Projects that may be reasonably requested by Purchaser,
and procure that Purchaser and its Representatives are given reasonable access to the books, records, properties and management
of the Companies during normal business hours on any Business Day on reasonable prior notice to Seller.


 


(b)          Without
limiting the generality of the foregoing, and except as otherwise required or permitted by other provisions of this Agreement or
required by Applicable Laws, during the Pre-Closing Period, no Company will, and Seller shall not cause or permit any Company to,
without the prior written consent of Purchaser:


 


(i)     
declare, set aside, make or pay any distribution (including any tax distributions) in respect of the ownership interests
in the Company;


 


(ii)     
permit or allow any Lien to be imposed on or against any of the Company’s assets or the Company Interests;


 


(iii)    
grant any waiver of any term under, exercise any option under, or give any consent with respect to, any Material Project
Document;


 


(iv)    acquire any properties or sell, transfer, assign, license, convey or otherwise dispose of any Assets, outside the ordinary
course of business;


 


(v)    
other than accounts payable incurred in the ordinary course of business or otherwise incurred pursuant to the Material Project
Documents, or short term, unsecured borrowings or intercompany loans or guarantees that are paid in full and discharged prior to
the applicable Closing Date, incur, create, assume or otherwise become liable for Indebtedness or issue any debt securities or
assume or guarantee the obligations of any other Person;


 


(vi)   
except as may be required to meet the requirements of Applicable Laws or GAAP, change any accounting method or practice
in a manner that is inconsistent with past practice;


 


(vii)  
fail to maintain its existence or consolidate or merge with any other Person or acquire all or more than a majority (based
on fair market value as determined by the applicable Company) of the assets of any other Person;


 


(viii) 
issue, reserve for issuance, transfer, modify, encumber, dispose or sell or grant or redeem any options, warrants, calls
or other rights to purchase or otherwise acquire any Company Interests or any other Equity Securities in any Company;


 


 


 






    	 	39	 



     


    

 


(ix)    
liquidate, dissolve, recapitalize, reorganize, reclassify, combine or effect any like change in the capitalization of any
Company or otherwise wind up its business or operations;


 


(x)    
enter into, terminate or amend (A) any Governmental Approval, (B) any Material Project Document or (C) any contract involving
total consideration throughout its term in excess of $10,000 (other than contracts entered into in the ordinary course which will
be fully performed prior to Closing);


 


(xi)    
amend or modify any LLC Agreement or any other organizational document of any Company;


 


(xii)   
take any action that could result in a material breach or default under any Material Project Document or Governmental Approval;


 


(xiii)  
violate or permit any of its Representatives to violate any applicable Compliance Regulation or Environmental Law, make
or permit any of its Representatives to make, directly or indirectly, any Prohibited Payment or engage in any Prohibited Transaction;


 


(xiv)  
make any new, or change any existing, material election with respect to Taxes, or settle any Tax liability in a manner that
could materially and adversely affect Purchaser or any Company after the Closing;


 


(xv)  
settle, waive, unwind or modify any dispute or claim or compromise or settle any liability (other than accounts payable,
Taxes and other liabilities payable in the ordinary course of business) which results in a non-current liability of $2,000 or greater
becoming due from any Company after Closing or restrictions or limitations that materially and adversely affect any Company’s
ability to conduct business after the Closing;


 


(xvi) 
fail to discharge any material liability of any Company or make any material payment of any Company as it comes due except
in connection with a good faith dispute with an adequate reserve in accordance with GAAP; or


 


(xvii)  agree
or commit to do any of the foregoing.


 


Section
6.7     Cooperation. Seller shall, upon Purchaser’s written request, reasonably assist Purchaser in preparing any documentation
or providing any information related to any facts relevant to Tax discussions, including assisting Purchaser in the preparation
of responses to any requests from the U.S. Department of Treasury, NREL, or any other Governmental Authority.


 


Section
6.8     Supplement to Disclosure Schedules. Seller shall promptly disclose to Purchaser in writing any information contained
in the representations and warranties or the Disclosure Schedules which is incomplete or no longer correct as of all times after
the Effective Date through each Closing Date (a “Schedule Supplement”). Neither the supplementation of the
Schedules pursuant to the obligation in this Section 6.8, nor any disclosure after the date hereof of the untruth of any
representation or warranty made in this Agreement shall operate as a cure of the failure to disclose the information, or a cure
of the breach of any representation or warranty made herein, and determination of any liability for breach of representations
or warranties either as of the Effective Date or any Closing Date shall be made without reference to any supplements and with
reference only to the Disclosure Schedules as they stand on the date of this Agreement.


 


 


 






    	 	40	 



     


    

 


Section
6.9     Exclusivity. During each Pre-Closing Period, Seller shall not, and shall cause its Affiliates (including the Companies)
and any of its or their respective Representatives not to, directly or indirectly, (a) take any action to solicit, initiate, facilitate,
encourage or continue inquiries regarding an Acquisition Proposal; (b) enter into discussions or negotiations with, or provide
any information to, any Person concerning a possible Acquisition Proposal; or (c) 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 its Affiliates (including the Companies) and all their respective Representatives to immediately cease and cause to be terminated,
all existing discussions or negotiations with any Persons conducted heretofore with respect to a possible Acquisition Proposal.
Seller shall promptly (and in any event within one (1) Business Day after receipt thereof by Seller, its Affiliates (including
the Companies) or their respective Representatives) advise Purchaser orally and in writing of any Acquisition Proposal or any
inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal and the material terms and
conditions thereof and the identity of the party making such Acquisition Proposal or inquiry. Seller agrees that the rights and
remedies for noncompliance with this Section 6.9 shall include having such provision specifically enforced by any court
having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable
injury to Purchaser and that money damages would not provide an adequate remedy to Purchaser. Seller shall not, and shall cause
its Affiliates (including the Companies) not to, release any third party from, or waive any provision of, any confidentiality
or standstill agreement to which it is a party and Seller also agrees to promptly request each Person that has heretofore executed
a confidentiality agreement in connection with its consideration of acquiring (whether by merger, acquisition of stock or assets
or otherwise) any Company, if any, to return (or if permitted by the applicable confidentiality agreement, destroy) all confidential
information heretofore furnished to such Person by or on behalf of Seller or any of its Affiliates (including the Companies) or
any of their respective Representatives and, if requested by Purchaser, to enforce such Person’s obligation to do so.


 


Section
6.10   Purchaser Financing. Seller shall, and shall cause each of the Companies and their Representatives to,
at the expense of Purchaser, (i) use their commercially reasonable efforts to provide to Purchaser reasonable cooperation to complete
the Purchaser Financing, (ii) use commercially reasonable efforts to furnish Purchaser as promptly as reasonably practicable with
information relating to the Companies reasonably requested by Purchaser from Seller to assist in preparation of customary financing
presentations relating to the Purchaser Financing, (iii) participate in a reasonable number of financing meetings in connection
with the Purchaser Financing; (iv) request required consents of accountants for use of their reports in any materials relating
to the Purchaser Financing; (v) use commercially reasonable efforts to facilitate pledging collateral in connection with any debt
portion of the Purchaser Financing from and after the Closing as may be reasonably requested by Purchaser (provided that any obligations
contained in such documents shall be effective no earlier than as of the Closing); (vi) take such corporate actions (subject to
the occurrence of the Closing) by each of the Companies reasonably necessary to complete the Purchaser Financing; (vii) use commercially
reasonable efforts to facilitate the execution and delivery (at the Closing) of definitive documents related to the Purchaser
Financing; and (viii) provide customary affidavits as may reasonably be required in connection with obtaining or updating any
title insurance or surveys.


 


 


 






    	 	41	 



     


    

 


ARTICLE VII.

TERMINATION


 


Section 7.1     Termination.
This Agreement may be terminated in respect of any Closing at any time prior to such Closing, only in the following manner:


 


(a)         
by mutual written consent of each of the Parties, effective as of such date as the Parties may agree in such consent;


 


(b)         
by Purchaser or Seller, upon written notice of breach by the other in any material respect by Seller (including any Company)
or Purchaser, respectively, of any of the representations or warranties or covenants contained in this Agreement in respect of
the applicable Company or corresponding Project, but only if (i) the terminating Party shall have first given a written notice
to the breaching Party identifying the breach and specifying the effective date of such termination in such notice (which may not
be earlier than permitted by clause (ii) hereof) and (ii) the breaching Party has not cured or remedied such breach by the earlier
to occur of (A) the applicable Termination Date and (B) thirty (30) days after receipt of such notice provided such breach is capable
of being cured or remedied within such time period and if the breach is not capable of being cured or remedied within such time
period this Agreement shall terminate upon receipt of the notice described above;


 


(c)         
if the Closing has not occurred by the applicable Termination Date, either Purchaser or Seller may terminate this Agreement
with respect to the applicable Company and corresponding Project by delivering a notice of termination to the other Party after
such Termination Date, and specifying in such notice the effective date of such termination, so long as Purchaser (if Purchaser
is the terminating Party) is not, or Seller (if Seller is the terminating Party) is not, in material breach of any representations
or warranties or covenants contained in this Agreement applicable to the terminating Party;


 


(d)         
by Purchaser or Seller, upon the Bankruptcy of the other Party; or


 


(e)         
by Purchaser or Seller, upon written notice to the other Party at any time prior to the Closing, if (i) any court of competent
jurisdiction shall have issued an order, judgment or decree permanently restraining, enjoining or otherwise prohibiting the consummation
of the transactions contemplated hereby, and such order, judgment or decree shall have become final and nonappealable; or (ii)
any Applicable Law shall have been enacted or issued by any Governmental Authority and shall remain in effect prohibiting the
consummation of the transactions contemplated hereby.


 


 


 


 






    	 	42	 



     


    

 


Section 7.2     Consequences of Termination.


 


(a)         
If this Agreement is validly terminated pursuant to Section 7.1 in respect of a Company and corresponding Projects,
then this Agreement shall cease to have force and effect with respect to such Company and corresponding Projects, and there shall
be no further liability or obligation on the part of any Party with respect thereto, except as otherwise expressly provided in
Section 2.3 and this Section 7.2.


 


(b)         
Upon termination of this Agreement pursuant to Section 7.1(b), the Seller will remain liable to Purchaser for any
breach of this Agreement by Seller existing at the time of such termination, and Purchaser will remain liable to Seller for any
breach of this Agreement by Purchaser existing at the time of such termination, as well as for any fraud, willful misrepresentation
or Knowing, Intentional Breach of this Agreement, and Seller or Purchaser may seek such remedies as are available with respect
to any such breach, fraud, willful misrepresentation or Knowing, Intentional Breach under Applicable Laws.


 


(c)         
If this Agreement is validly terminated pursuant to Section 7.1(a), (b) or (c) in respect of any Company and
corresponding Projects, this Agreement shall continue in full force and effect in accordance with its terms for all purposes solely
as it applies to any one or more of the other Companies and corresponding Projects; and


 


(d)         
The following provisions of this Agreement shall survive any termination of this Agreement: Section 6.5 (if any Closing
occurs), Article VII, Article VIII (if any Closing occurs), and Article IX.


 


ARTICLE VIII.


INDEMNIFICATION


 


Section 8.1     Survival.


 


(a)         
Subject to the limitations and other provisions of this Agreement, the representations and warranties of Seller contained
herein shall survive each Closing and shall remain in full force and effect for the Indemnity Claim Period with respect to such
Closing.


 


(b)        
All covenants and agreements of Purchaser contained herein shall survive the Closings indefinitely or for the period explicitly
specified therein.


 


(c)        
All covenants and agreements of Seller contained herein shall survive the Closings indefinitely or for the period explicitly
specified therein.


 


(d)        
Any Indemnity Claim asserted prior to the expiration of any applicable Indemnity Claim Period shall not thereafter be barred
by the expiration of the relevant representation or warranty in accordance with the preceding subsections of this Section 8.1
and such Indemnity Claim shall survive until finally resolved.


 


 


 






    	 	43	 



     


    

 


(e)          Except
as set forth in this Section 8.1 and Section 8.4(e), nothing in this Article VIII shall apply to any claims
for breach of any representation, warranty or covenant concerning Taxes, which shall be made, contested, settled, resolved, paid
or otherwise dealt with pursuant to Section 6.5.


 


Section 8.2     Indemnification
by Seller. Subject to the other terms and conditions of this Article VIII, Seller shall defend, indemnify and hold harmless
each Purchaser Indemnitee from and against any and all Damages suffered or incurred by any such Purchaser Indemnitee which arise,
directly or indirectly, out of, from or in connection with:


 


(a)         
any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement or in any
certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, as of any Representation Date as if made
on such Representation Date (except for representations and warranties that expressly relate to a specified date set forth in a
representation and warranty made by Seller in Article III, the inaccuracy in or breach of which will be determined with
reference to such specified date);


 


(b)         
any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller or any Company pursuant
to this Agreement; or


 


(c)         
any indemnification obligations of a Company as to its managers and officers or otherwise under the Operating Agreement
of each Company as to any matters arising on or prior to the Closing Date.


 


Section 8.3    Indemnification
by Purchaser. Subject to the other terms and conditions of this Article VIII, Purchaser shall defend, indemnify and
hold harmless each Seller Indemnitee from and against any and all Damages suffered or incurred by any Seller Indemnitee which arise,
directly or indirectly, out of, from or in connection with:


 


(a)         
any inaccuracy in or breach of any of the representations or warranties of Purchaser contained in this Agreement or in any
certificate or instrument delivered by or on behalf of Purchaser pursuant to this Agreement, as of any Representation Date as if
made on such Representation Date (except for representations and warranties that expressly relate to a specified date set forth
in a representation and warranty made by Purchaser in Article IV, the inaccuracy in or breach of which will be determined
with reference to such specified date); and


 


(b)         
any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Purchaser pursuant to this Agreement.


 


Section 8.4     Limitations
on Liability. The indemnification provided for in Section 8.2(a) and Section 8.3(a) shall be subject to the following
limitations:


 


 


 






    	 	44	 



     


    

 


(a)         
Time Bar on Claims. No Indemnitee will be entitled to any recovery from any Indemnitor unless a Notice of Claim has
been given in accordance with Section 8.5(a) or Section 8.6(a), as applicable, on or before the expiration of the
Indemnity Claim Period for the applicable Indemnity Claim.


 


(b)         
Mitigation. Each Seller Indemnitee and Purchaser Indemnitee shall use commercially reasonable efforts to mitigate
any Damages subject to an Indemnity Claim by it hereunder.


 


(c)         
Tax Treatment. Any indemnity payment made pursuant to this Agreement will be treated as an adjustment to the Purchase
Price for Tax purposes, unless and to the extent there is a final determination in an audit or other administrative or judicial
action that any such payment does not constitute an adjustment to the Purchase Price for U.S. federal income tax purposes or the
Purchaser determines in good faith that such payment is subject to tax.


 


(d)         
Other Rights and Remedies Not Affected. The remedies provided in this Article VIII, from and after the Closing,
are the sole and exclusive remedy of the Purchaser Indemnitees and Seller Indemnitees, respectively, with respect to any claims
for monetary damages for (i) any inaccuracy in or breach of any of the representations or warranties of any Party in this Agreement
or in any certificate or instrument delivered by or on behalf of any Party pursuant to this Agreement, and (ii) any breach or nonfulfillment
of any covenant, agreement or obligation to be performed by any Party pursuant to this Agreement, except for such claims arising
from fraud or willful misrepresentation or Knowing, Intentional Breach. For all other claims, the indemnification rights of the
Parties under this Article VIII are independent of, and in addition to, such rights and remedies as the Parties may have
under Applicable Laws or in equity or otherwise, including the right to seek specific performance, rescission or restitution, none
of which rights or remedies shall be affected or diminished hereby. The waiver of any condition based on the accuracy of any representation
or warranty made in this Agreement, or on the performance of or compliance with any covenant, agreement or obligation under this
Agreement, will not affect any right to indemnification, payment of Damages or other remedy based on such representations, warranties,
covenants, agreements or obligations. The rights and remedies of any Party based upon, arising out of or otherwise in respect of
any inaccuracy or breach of any representation, warranty, covenant or agreement or failure to satisfy any condition shall in no
way be limited by the fact that the act, omission, occurrence or other state of facts upon which any claim of any such inaccuracy,
breach or failure is based may also be the subject matter of any other representation, warranty, covenant, agreement or condition
as to which there is or is not an inaccuracy, breach or failure to satisfy.


 


(e)         
Consequential Damages. IN NO EVENT SHALL SELLER OR PURCHASER OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS,
PARTNERS, SHAREHOLDERS, EMPLOYEES, AGENTS OR AFFILIATES BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES
OF ANY TYPE, INCLUDING LOST PROFITS, LOSS OF BUSINESS OPPORTUNITY OR BUSINESS INTERRUPTIONS IRRESPECTIVE OF WHETHER SUCH DAMAGES
ARE REASONABLY FORESEEABLE OR WHETHER SUCH CLAIMS ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE, WHETHER SOLE, JOINT, OR CONCURRENT
OR STRICT LIABILITY) OR OTHERWISE (“NON-REIMBURSABLE DAMAGES”), UNLESS SUCH NON-REIMBURSABLE DAMAGES ARE AWARDED
TO A PERSON IN AN INDEMNIFIABLE THIRD PARTY CLAIM OR ATTRIBUTABLE TO THE FRAUD OF A PARTY; PROVIDED, HOWEVER, THAT NOTWITHSTANDING
THE FOREGOING, NOTHING CONTAINED HEREIN SHALL PRECLUDE A CLAIM BY A PURCHASER INDEMNITEE FOR ANY DIMINUTION IN VALUE OF THE PROJECT
RESULTING FROM A BREACH OF ANY REPRESENTATION, WARRANTY, COVENANT OR OTHER OBLIGATION OF SELLER HEREUNDER.


 


 


 






    	 	45	 



     


    

 


Section 8.5     Procedure for Third-Party Claims.


 


(a)          Notice
of Claim. Promptly after receipt by an Indemnitee of notice of any Third- Party Claim, the Indemnitee will give notice thereof
to the Indemnitor in accordance with Section 9.1, which shall:


 


(i)     
describe the Third-Party Claim in reasonable detail;


 


(ii)     
include copies of all material written evidence thereof; and


 


(iii)    
indicate the estimated amount, if reasonably practicable, of the Damages that have been or may be sustained by the Indemnitee
in connection with such Third-Party Claim.


 


The failure
of the Indemnitee to so notify the Indemnitor will not relieve the Indemnitor of any of its obligations hereunder, except to the
extent that the Indemnitor demonstrates that the defense of such Third-Party Claim has been actually prejudiced by the Indemnitee’s
failure to give such notice.


 


(b)          Participation
in Defense. The Indemnitor may participate in the defense of such Third-Party Claim with counsel selected it by it or may assume
the defense of such Third-Party Claim with counsel reasonably satisfactory to the Indemnitee.


 


(c)          Indemnitor
Defense. If the Indemnitor elects to assume the defense of such Third-Party Claim:


 


(i)     
The Indemnitor shall give the Indemnitee notice of such election, in accordance with Section 9.1, within thirty (30)
days after the Indemnitor receives notice of the Third-Party Claim from the Indemnitee pursuant to Section 8.5(a).


 


(ii)     
The Indemnitor shall have the right to take such actions as it deems necessary to avoid, defend, contest, settle (subject
to Section 8.5(c)(v) and Section 8.5(e)), appeal or make counterclaims pertaining to such Third-Party Claim, in the
name and on behalf of the Indemnitee, after giving the Indemnitee a reasonable opportunity to provide its input on the applicable
matter.


 


 


 






    	 	46	 



     


    

 


(iii)    
The Indemnitor shall conduct the defense actively and diligently with counsel reasonably satisfactory to the Indemnitee,
and the Indemnitee shall cooperate in any defense of such Third-Party Claim conducted by the Indemnitor.


 


(iv)   
The Indemnitee may join in any defense of such Third-Party Claim, and employ separate counsel (at its own expense, except
as provided in Section 8.5(c)(vii)), subject to the Indemnitor’s right to control the defense of such Third-Party
Claim.


 


(v)    
No compromise or settlement of such Third-Party Claim may be effected by the Indemnitor without the Indemnitee’s written
consent unless either (A) the settlement includes, as an unconditional term, a complete release of the Indemnitee, or (B) in the
absence of such a complete release, (1) there is no finding or admission of any violation of law or any violation of the rights
of any Person and no effect on or grounds for the basis of any other claims that may be made against the Indemnitee, and (2) the
sole relief provided is monetary damages that are paid in full by the Indemnitor. Except as provided in clause (A) or (B) of the
prior sentence, the Indemnitee will have no liability with respect to any compromise or settlement of such Third-Party Claim effected
without Indemnitee’s written consent.


 


(vi)  
After notice from the Indemnitor to the Indemnitee of the Indemnitor’s election to assume the defense of such Third-Party
Claim, the Indemnitor will not, as long as it diligently conducts such defense, be liable to the Indemnitee under this Section
8.5 for any fees or expenses of other counsel with respect to the defense of such Third-Party Claim, in each case subsequently
incurred by the Indemnitee in connection with the defense of such Third-Party Claim, except as provided in Section 8.5(c)(vii).


 


(vii)  
If the Indemnitor and the Indemnitee are both parties to an action involving a Third-Party Claim and the Indemnitee determines
in good faith that joint representation would be inappropriate upon the advice of outside counsel that a conflict of interest exists
between the Indemnitee and the Indemnitor with respect to such Third-Party Claim, the Indemnitee may employ separate counsel to
join in the defense of such Third-Party Claim, and if it does, the reasonable fees and expenses of such counsel will be reimbursed
by the Indemnitor.


 


(d)          Indemnitee
Defense. Notwithstanding anything to the contrary in this Section 8.5, if notice of the Third-Party Claim is given
by an Indemnitee in accordance with Section 8.5(a), and the Indemnitor does not, within thirty (30) days after such notice
is given, give notice to the Indemnitee of its election to assume the defense of such Third-Party Claim:


 


(i)       The
Indemnitee may assume the defense of any such Third-Party Claim with counsel of its own selection, and defend, contest, pay, settle
or otherwise deal with the Third-Party Claim and seek indemnification from the Indemnitor for any Damages to the extent provided
in this Article VIII; provided that the Indemnitor shall reimburse the Indemnitee for the costs of defending against such
Third-Party Claim (including reasonable attorneys’ fees and expenses) and the Indemnitor shall remain responsible for any
indemnifiable amounts arising from or related to such Third-Party Claim to the fullest extent provided in this Article VIII.


 


 


 






    	 	47	 



     


    

 


(ii)      The Indemnitor
may join in such defense and employ separate counsel at its own expense.


 


(e)         
Joint Defense. Notwithstanding the foregoing, if the Indemnitee determines in good faith that there is a reasonable
probability that a Third-Party Claim may materially adversely affect the Indemnitee or its Affiliates other than as a result of
monetary Damages for which it would be entitled to indemnification under this Agreement, the Indemnitee may, by notice to the Indemnitor,
assume the control of the defense or settlement of such portion of the action as may be necessary to avoid such non-monetary adverse
effect but the Indemnitor will not be bound by any compromise or settlement effected without its written consent.


 


(f)          
Cooperation in Defense. Indemnitor and Indemnitee agree to provide each other with reasonable access during regular
business hours to the properties, books and records and Representatives of the other, as reasonably necessary in connection with
the preparation for an existing or anticipated action involving a Third-Party Claim and its obligations with respect thereto pursuant
to this Article VIII.


 


Section
8.6    Indemnification Procedures. The following procedures shall apply to any claim for indemnification by a Purchaser Indemnitee
or a Seller Indemnitee that is not a Third- Party Claim:


 


(a)          Notice
of Claim. The Indemnitee will give notice thereof to the Indemnitor as soon as practicable, but in no event later than ninety
(90) days, after the Indemnitee determines that it is or may be entitled to indemnification pursuant to this Agreement as follows:


 


(i)      
In the case of any Indemnity Claim by any Purchaser Indemnitee, by Purchaser to Seller, at the address and in the manner
provided in Section 9.1. Seller shall be the Indemnitor with respect to Indemnity Claims pursuant to Section 8.2,
and no liability in respect of any such Indemnity Claim shall be contested, settled, admitted, litigated or otherwise dealt with
by or on behalf of any Seller Indemnitee for this purpose by any person other than Seller.


 


(ii)     
In the case of any Indemnity Claim by Seller Indemnitee, by Seller to Purchaser, at the address and in the manner provided
in Section 9.1. Purchaser shall be the Indemnitor with respect to Indemnity Claims pursuant to Section 8.3, and no
liability in respect of any such Indemnity Claim shall be contested, settled, admitted, litigated or otherwise dealt with by or
on behalf of any Purchaser Indemnitee for this purpose by any person other than Purchaser.


 


Any such
Notice of Claim pursuant to this Section 8.6(a) shall set forth (1) in reasonable detail the basis for such claim, (2) the
Indemnity Claim Amount, and (3) the name of any person against whom the claim is being made.


 


(b)          Dispute
Notice. If the Indemnitor disputes (x) its obligation to indemnify the Indemnitee in respect of any claim set forth in a Notice
of Claim, or (y) the Indemnity Claim Amount set forth in a Notice of Claim, a dispute notice (“Dispute Notice”)
shall be given as soon as practicable, but in no event later than thirty (30) days after the Notice of Claim is given, as follows:


 


 


 






    	 	48	 



     


    

 


(i)     
In the case of any Indemnity Claim by any Purchaser Indemnitee against Seller, a Dispute Notice may be given only by Seller,
and if given, shall be sent by Seller to Purchaser at the address and in the manner provided in Section 9.1.


 


(ii)    
In the case of any Indemnity Claim by Seller Indemnitee against Purchaser, a Dispute Notice may be given only by Purchaser,
and if given, shall be sent by Purchaser to Seller at the address and in the manner provided in Section 9.1.


 


(iii)    
If no Dispute Notice is given within such thirty (30) day period, the validity of the claim for indemnification and the
Indemnity Claim Amount, each as set forth in the Notice of Claim, shall be deemed to be agreed, effective on the first day following
such thirty (30) day period, and the Indemnity Claim Amount set forth in the Notice of Claim shall immediately be an Indemnity
Amount Payable of the relevant Indemnitor.


 


(iv)   
If a Dispute Notice is given within such thirty (30) day period, then:


 


(A)       
The portion, if any, of the Indemnity Claim Amount which is not disputed in the Dispute Notice shall immediately be an Indemnity
Amount Payable of the relevant Indemnitor.


 


(B)        
Purchaser and Seller shall negotiate in good faith to settle the dispute, and the portion, if any, of the Indemnity Claim
Amount which Purchaser and Seller agree in writing is payable shall immediately be an Indemnity Amount Payable of the relevant
Indemnitor.


 


(C)        
If Purchaser and Seller are unable to resolve any portion of the Indemnity Claim Amount within two (2) months following
the date the Dispute Notice is given, either Purchaser or Seller may initiate legal proceedings specified in Section 9.6
to obtain resolution of the dispute.


 


(D)        
If neither Purchaser nor Seller initiate legal proceedings in respect of the dispute within twelve (12) months following
the date the Dispute Notice is given, the portion of the Indemnity Claim Amount which is disputed shall not be an Indemnity Amount
Payable, and the Indemnitee shall have no further right, under this Agreement or otherwise, to seek to recover such amount from
the Indemnitor.


 


(E)        
If Purchaser or Seller initiate legal proceedings within the twelve (12) month period specified in Section 8.6(b)(iv)(D),
the amount, if any, determined pursuant to Section 9.6 or in a final order of a court of competent jurisdiction as payable
by the Indemnitor shall be an Indemnity Amount Payable of the Indemnitor as of the date of such final order.


 


(c)       Payments
of Indemnity Amounts Payable by Purchaser. Subject to the limitations in Section 8.4, Purchaser shall pay any Indemnity
Amount Payable by Purchaser, by wire transfer of immediately available dollars (or as otherwise directed pursuant to any final
order of a court of competent jurisdiction or as otherwise agreed by the Indemnitee and the Indemnitor) to Seller (for itself or
any other Seller Indemnitee entitled to any such Indemnity Amount Payable), promptly and in no event later than ten (10) Business
Days after such Indemnity Amount Payable is established in accordance with this Agreement.


 


 


 






    	 	49	 



     


    

 


(d)       Payments
of Indemnity Amounts Payable by Seller. Subject to the limitations in Section 8.4, at any time after an Indemnity Amount
Payable to a Purchaser Indemnitee has been established pursuant to Seller’s indemnity obligations under this Agreement, Purchaser
may seek recovery of any such amount through any of the following methods, either individually or in combination with another such
method:


 


(i)             
if there are any amounts payable pursuant to this Agreement then due and owing by Purchaser to the applicable Seller Indemnitor,
then Purchaser may reduce any such amount payable by Purchaser to the applicable Seller Indemnitor by such Indemnity Amount Payable
owed by Seller to Purchaser;


 


(ii)           
by delivering notice of such Indemnity Amount Payable to Seller at the address and in the manner provided in Section
9.1, in which case Seller shall pay any such Indemnity Amount Payable by wire transfer of immediately available dollars (or
as otherwise directed pursuant to any final order of a court of competent jurisdiction or as otherwise agreed by the Indemnitee
and the Indemnitor) to Purchaser (for itself or any other Purchaser Indemnitee entitled to such Indemnity Amount Payable), promptly
and in no event later than ten (10) Business Days after such notice is given.


 


(e)       Seller
Indemnitees other than Seller and Purchaser Indemnitees other than Purchaser shall be third-party beneficiaries of this Article
VIII and, subject to the limitations set forth herein, may enforce (through Seller or Purchaser, as applicable) the provisions
of this Article VIII.


 


ARTICLE IX.


GENERAL PROVISIONS


 


Section
9.1    Notices. Any notice to be given hereunder shall be in writing and shall be delivered by hand (including by express courier)
or sent by registered prepaid first class mail or by e-mail to the Persons or addresses specified below (or such other Person or
address as a Party may previously have notified all other Parties in writing for that purpose). A notice shall be deemed to have
been served when delivered by hand at that address or received by e-mail, or, if sent by registered prepaid first class mail as
aforesaid, on the date delivered. The names and addresses for the service of notices referred to in this Section 9.1 (Notices)
are:


 


If to Seller, to:


 


Sulus Solar


c/o Wework


Power & Light Building


920 SW 6th Avenue


Portland, OR 97204


Attn: Conor Grogan


Email: conor.grogan@sulus solar.com


Telephone: (971) 336-3715


 


 


 






    	 	50	 



     


    

 


If to Purchaser, to:


 


SPI Solar, Inc.


4677 Old Ironsides Drive, Suite 190


Santa Clara, CA 95054


Attn: Phillip Leung


Email: Phillip.leung@spigroups.com


Telephone: (415) 996–5305


 


Section
9.2 Third-Party Beneficiaries. This Agreement is solely for the benefit of the Parties and their respective permitted successors
and permitted assigns and, except as provided in Section 8.6(e), this Agreement shall not otherwise be deemed to confer
upon or give to any other third party any right, claim, cause of action, or other interest herein.


 


Section
9.3 Amendment and Waiver. Neither this Agreement nor any term hereof may be changed, amended or terminated orally, but only
by written act of Seller and Purchaser (or, in respect of a waiver, the waiving Party). No failure or delay on the part of a Party
hereto in the exercise of any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any
such right preclude any other or further exercise thereof or of any other right. The rights and remedies of Purchaser in relation
to any misrepresentation or breach of warranty on the part of the Seller shall not be prejudiced by any investigation by or on
behalf of Purchaser into the affairs of Seller or any Company, by the execution or the performance of this Agreement or by any
other act or thing by or on behalf of Purchaser which might prejudice such rights or remedies.


 


Section
9.4 Binding Nature; Assignment; Consent to Assignment. Subject to the provisions of Section 9.2, this Agreement shall
bind and inure to the benefit of the Parties hereto and their respective successors and legal representatives and permitted assigns.
Seller shall not assign its rights and obligations under this Agreement, without the prior written consent of the Purchaser. Purchaser
shall not assign its rights and obligations under this Agreement, without the prior written consent of Seller, provided that, Purchaser
shall be permitted to assign this Agreement to an Affiliate without Seller’s prior written consent. Any assignment contrary
to the terms hereof shall be null and void and of no force and effect. Seller and Purchaser agree to acknowledge the transfer of
the rights and obligations of the other made in accordance with the terms of this Section 9.4 (Binding Nature; Assignment;
Consent to Assignment), which acknowledgement shall be in form and substance reasonably satisfactory to the acknowledging Party.


 


Section
9.5 Governing Law. This Agreement shall be deemed made and prepared and shall be governed, construed and interpreted in
accordance with the internal laws of the State of Oregon, without regard to principles of conflict of laws thereof which may require
the application of the law of another jurisdiction.


 


Section 9.6Jurisdiction;
Service of Process. Each of the Parties, for itself and in respect of its property, irrevocably consents to the exclusive
jurisdiction of the courts of the County of Multnomah, State of Oregon and of any federal court located therein, waives any right
to invoke and agrees not to invoke any claim of forum non conveniens, inconvenient forum, transfer of venue or any other objection
to venue in the County of Multnomah, State of Oregon, and agrees that, to the extent permitted by law, service of process in connection
with any such proceeding may be effected by mailing in the same manner provided in Section 9.1 (Notices) hereof. EACH PARTY IRREVOCABLY
AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM DIRECTLY OR INDIRECTLY ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BETWEEN SELLER AND PURCHASER ON THE CLOSING DATES.


 


 


 


 






    	 	51	 



     


    

 


Section 9.7 Counterparts.
This Agreement may be executed in counterparts, each of which shall be an original, but each of which, when taken together, shall
constitute one and the same instrument.


 


Section 9.8 Headings.
The section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way
the meaning and interpretation of this Agreement.


 


Section
9.9Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as
to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating the remaining
provisions hereof, (provided the substance of the agreement between Seller and Purchaser is not thereby materially altered) and
any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. To the extent permitted by Applicable Laws, the Parties hereto hereby waive any provision of law which renders
any provision hereof prohibited or unenforceable in any respect.


 


Section 9.10 Entire
Agreement. This Agreement, its Annexes and Exhibits and the other Transaction Documents constitute the entire understanding
of the Parties with respect to the subject matter hereof, and supersedes all prior statements or agreements, whether oral or written,
between the Parties with respect to such subject matter.


 


Section 9.11 No
Agents. Seller represents to Purchaser that neither Seller nor any Affiliate thereof has retained any broker, agent or finder
or incurred any liability or obligation for any brokerage fees, commissions or finder fees with respect to this Agreement or the
transactions contemplated between Seller and Purchaser on the Closing Dates.


 


Section 9.12 Expenses.
Each Party shall be responsible for its own costs and expenses, including any legal fees, incurred in connection with this Agreement
and the transactions contemplated between Seller and Purchaser on the Closing Dates.


 


Section
9.13 Confidentiality. Each Party has furnished the other Party hereto with certain information which is either non-public,
confidential or proprietary in nature, which information, together with all analyses, compilations, data, studies or other documents
prepared with respect thereto by either Party or any Company or their respective directors, officers, employees, agents or representatives,
including attorneys, accountants, consultants, potential lenders, investors and financial advisors (collectively, “Representatives”)
shall be hereinafter referred to as “Confidential Information”. Following the date hereof, each Party shall
hold, and shall use all reasonable efforts to cause its Affiliates and Representatives to hold, such Confidential Information
in strict confidence from any other Person (other than any such Affiliate or Representative) consistent with its own practices,
unless (a) compelled to disclose by judicial or administrative process or by other requirements of Applicable Law or (b) disclosed
in an action or proceeding brought by such Party in pursuit of its rights or exercise of its remedies hereunder. If the party
receiving such Confidential Information (the “Receiving Party”) is required to disclose any Confidential Information
pursuant to any subpoena or any other equivalent legal process, the Receiving Party shall promptly notify the party who disclosed
such Confidential Information (the “Disclosing Party”) so that the Disclosing Party can seek a protective order
from the court having jurisdiction in such matter or otherwise seek to prevent or limit the scope or impose conditions upon such
disclosure. Notwithstanding anything contained herein, (i) the foregoing restrictions will not apply to the use or disclosure
following the Closing Date by Purchaser or the Companies of Confidential Information concerning the Companies; (ii) each party
hereto (and each employee, representative, or other agent of such party) may disclose to any and all persons, without limitation
of any kind, the tax treatment and tax structure of the transaction contemplated by this Agreement and all materials of any kind
(including opinions and other tax analyses) that are provided to any party relating to such tax treatment and tax structure; (iii)
Confidential Information shall not include information (x) that was publicly available at the time of the disclosure thereof by
one party to the other, (y) that becomes publicly available other than through actions of the Receiving Party or any of its Representatives
in violation of this Agreement, or (z) that was in the possession of the Receiving Party (without confidential or proprietary
restriction) at the time of disclosure or that becomes available to the Receiving Party from a source not subject to any obligation
to keep such information confidential; and (iv) if this Agreement is validly terminated pursuant to Section 7.1(a) or (b)
after a Closing has occurred for any one or more of the Companies, with respect to any such Company that is acquired, the
foregoing restrictions will only apply for a period of two (2) years from the effective date of the termination.


 


 


 






    	 	52	 



     


    

 


Section 9.14 Setoff.
If at any time any amounts become due to Purchaser from Seller arising hereunder and have not been paid, Seller absolutely and
unconditionally covenants and agrees that Purchaser shall have the irrevocable and continuing right to offset any such amounts
against portion of the Base Purchase Price (or any installment thereof) due or thereafter to become due to Seller, and Purchaser
may withhold making any such payments hereunder until all amounts owed to Purchaser are paid.


 


Section 9.15 Further
Assurances. Each Party hereto covenants and agrees promptly to execute, deliver, file, or record such agreements, instruments,
certificates and other documents and to do and perform such other and further acts and things as any other party hereto may reasonably
request or as may be otherwise be necessary or proper to consummate the transactions contemplated hereby and to carry out the
provisions of this Agreement. The Parties shall cooperate in making all filings required to be made in connection with any Transfer
Taxes described in Section 6.3 (Transfer Taxes).


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	53	 



     


    

 


Section 9.16 Joint
Negotiations and Preparation of Agreement. The Parties have participated jointly in the negotiation and drafting of this Agreement
and, in the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as having been
jointly drafted by the Parties and no presumption or burden of proof favoring or disfavoring any Party will exist or arise by virtue
of the authorship of any provision of this Agreement.


 


Section 9.17 No
Joint Venture. Nothing in this Agreement is intended to, or shall be deemed or construed to, establish any partnership or joint
venture between the Parties, constitute any Party the agent of another Party, or authorize any Party to make or enter into any
commitments for or on behalf of the other Party. No Party shall hold itself out contrary to the terms of this Section, and no Party
shall become liable by any representation, act or omission of the other Party contrary to the provisions hereof.


 


[Remainder of page intentionally left blank.]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	54	 



     


    

 







IN WITNESS WHEREOF,
the undersigned have caused this Agreement to be executed by their duly authorized officers as of the date first written above.


 





	 	PURCHASER
	 	 
	 	SPI SOLAR, INC.
	 	 
	 	
	 	 
	 	 
	 	By:_________________________________
	 	 Name:
	 	 Title:
	 	 
	 	 
	 	SELLER
	 	 
	 	SULUS LLC
	 	 
	 	
	 	 



 


 


 


 


 


 


 


[Signature Page -- SPI Solar, Inc. -
Sulus Membership Interest Purchase Agreement]


 


 


 






    	 	55	 



     


    

 





Membership Interest Purchase Agreement


Annex 1A


Company; Company Interests, Projects; Project
Sites; LLC Agreement


 


	Project	Company	Project Site	Real Estate Interest	AC kW	DC kW
	

                                                                                Manchester
Project
	Manchester Solar 

LLC, an Oregon 

limited liability 

company	18100 SE Neck Rd., Dayton, OR 97114	Ground 

Lease	1,800	2,160
	Clayfield Project	Clayfield Solar LLC, an Oregon limited liability company	23779 S Springwater Rd, Estacada, OR 97023,	Ground 

Lease	2,565	3,078
	Waterford Project	Waterford Solar LLC, an Oregon limited liability company	8755 Fort Hill Rd, Willamina, OR 97396,	Ground 

Lease	2,565	3,078
	Cavan 

Project	Cavan Solar LLC, an Oregon limited liability company	12245 NW Dersham Rd, North Plains, OR 97133, USA	Ground 

Lease	1,800	2,160
	Belvedere Project	Belvedere Solar LLC, an Oregon limited liability company	9526 Mount Angel Highway Northeast, Mount Angel, Oregon,	Ground 

Lease	2,970	3,564
	Cork 

Project	Cork Solar LLC, an Oregon limited liability company	14920 S Claim Rd, Molalla, OR 97038, USA	Ground 

Lease	1,260	1,512
	Carlow 

Project	Carlow Solar LLC, an Oregon limited liability company	47644 SE Marmot Rd, Sandy, OR 97055, USA	Ground 

Lease	2,565	3,078
	Dover 

Project	Dover Solar LLC, an Oregon limited liability company	9350 S Gribble Rd, Canby, OR 97013, USA	Ground 

Lease	1,980	2,376
	 	 	 	Total	17,505	21,006


 


 


 






    	 	 	 



     


    

 


Annex 1B –

Purchase Price


 


	Company	DC kW	Purchase Price($/W)	Closing 

Date 

Payment 

Amount	Milestone Payment Amount	NTP 

Payment 

Amount	
        COD Payment

        Amount

	Manchester Solar LLC, an Oregon limited liability company	2,160	0.085	$36,720	$36,720	$73,440	$36,720
	Clayfield Solar LLC, an Oregon limited liability company	3,078	0.085	$52,326	$52,326	$104,652	$52,326
	Waterford Solar LLC, an Oregon limited liability company	3,078	0.085	$52,326	$52,326	$104,652	$52,326
	Cavan Solar LLC, an Oregon limited liability company	2,160	0.085	$36,720	$36,720	$73,440	$36,720
	Belvedere Solar LLC, an Oregon limited liability company	3,564	0.085	$60,588	$60,588	$121,176	$60,588
	Cork Solar LLC, an Oregon limited liability company	1,512	0.085	$25,704	$25,704	$51,408	$25,704
	Carlow Solar LLC, an Oregon limited liability company	3,078	0.085	$52,326	$52,326	$104,652	$52,326
	Dover Solar LLC, an Oregon limited liability company	2,376	0.085	$40,392	$40,392	$80,784	$40,392


 


 


 


 


 






    	 	 	 



     


    

 







Annex 1C


Termination Date


 


	Company	Termination Date
	Manchester Solar LLC, an Oregon 

limited liability company	December 31, 2021
	Clayfield Solar LLC, an Oregon 

limited liability company	December 31, 2021
	Waterford Solar LLC, an Oregon 

limited liability company	December 31, 2021
	Cavan Solar LLC, an Oregon 

limited liability company	December 31, 2021
	
        Belvedere Solar LLC, an

        Oregon limited liability company
	December 31, 2021
	
        Cork Solar LLC, an

        Oregon limited liability company
	December 31, 2021
	
        Carlow Solar LLC, an

        Oregon limited liability company
	December 31, 2021
	
        Dover Solar LLC, an

        Oregon limited liability company
	December 31, 2021


 


 


 


 


 






    	 	 	 



     


    

 


Annex 2A


Assets of the Companies


 


	Company	Assets of Company
	Manchester Solar LLC, an Oregon limited liability company	
        Ground Lease Agreement dated
        September 24, 2018

        Memorandum of Ground Lease
        Agreement recorded October 4, 2018

	Clayfield Solar LLC, an Oregon limited liability company	
        Ground Lease Agreement dated
        September 10, 2018

        Memorandum of Ground Lease
        Agreement recorded September 13, 2018

	Waterford Solar LLC, an Oregon limited liability company	
        Ground Lease Agreement dated June 8, 2018

        Memorandum of Ground Lease Agreement recorded
        November 11, 2018

	Cavan Solar LLC, an Oregon limited liability company	
        Ground Lease Agreement dated
        March 27, 2018

        Memorandum of Ground Lease
        Agreement recorded April 26, 2018

	
        Belvedere Solar LLC, an Oregon limited liability
company
	
        Ground Lease Agreement dated
        September 10, 2018

        Memorandum of Ground Lease
        Agreement recorded September 13, 2018

	Cork Solar LLC, an Oregon limited liability company	
        Ground Lease Agreement dated
        April 16, 2018

        Memorandum of Ground Lease
        Agreement recorded April 24, 2018

	Carlow Solar LLC, an Oregon limited liability company	 
	Dover Solar LLC, an Oregon limited liability company	
        Ground Lease Agreement dated
        January 25, 2018

        Memorandum of Ground Lease
        Agreement recorded April 24, 2018



 


[No Company owns or licenses any Intellectual Property
rights.]


 


 


 






    	 	 	 



     


    

 


Annex 2B


Real Property Documents


 


	Company	Real Property Documents
	Manchester Solar LLC, an Oregon limited liability company	
        Lease;

         

        Memorandum of Lease;

         

        Other recorded instruments intended to give record
        notice thereof, and all amendments, modifications, supplements, assignments and agreements related thereto.

         

        Easement (if lease area does not abut Point of
        Interconnection)

	Clayfield Solar LLC, an Oregon limited liability company	
        Lease;

         

        Memorandum of Lease;

         

        Other recorded instruments intended to give record
        notice thereof, and all amendments, modifications, supplements, assignments and agreements related thereto.

         

        Easement (if lease area does not abut Point of Interconnection)

	Waterford Solar LLC, an Oregon limited liability company	
        Lease;

         

        Memorandum of Lease;

         

        Other recorded instruments intended to give record
        notice thereof, and all amendments, modifications, supplements, assignments and agreements related thereto.

         

        Easement (if lease area does not abut Point of Interconnection)

	Cavan Solar LLC, an Oregon limited liability company	
        Lease;

         

        Memorandum of Lease;

         

        Other recorded instruments intended to give record
        notice thereof, and all amendments, modifications, supplements, assignments and agreements related thereto.

         

        Easement (if lease area does not abut Point of Interconnection)




 


 


 






    	 	 	 



     


    

 


	Belvedere Solar LLC, an Oregon limited liability company	
        Lease;

         

        Memorandum of Lease;

         

        Other recorded instruments intended to give record
        notice thereof, and all amendments, modifications, supplements, assignments and agreements related thereto.

         

        Easement (if lease area does not abut Point of Interconnection)

	Cork Solar LLC, an Oregon limited liability company	
        Lease;

         

        Memorandum of Lease;

         

        Other recorded instruments intended to give record
        notice thereof, and all amendments, modifications, supplements, assignments and agreements related thereto.

         

        Easement (if lease area does not abut Point of Interconnection)

	Carlow Solar LLC, an Oregon limited liability company	
        Lease;

         

        Memorandum of Lease;

         

        Other recorded instruments intended
to give record notice thereof, and all amendments, modifications, supplements, assignments and agreements related thereto.

         


Easement (if lease area does not abut Point of Interconnection)



	Dover
    Solar LLC, an Oregon limited liability company	Lease;

                                                                               

                                                                              Memorandum of Lease;

                                                                               

                                                                              Other recorded instruments intended to give record notice thereof, and all amendments, modifications, supplements, assignments and agreements related thereto.

                                                                               

                                                                              Easement (if lease area does not abut Point of Interconnection)




 


 


 






    	 	 	 



     


    

 




Annex 3


Material Project Documents


 


	Company	Material Project Documents
	Manchester Solar LLC, an Oregon limited liability company	
        Power Purchase Agreement with Portland General
        Electric dated September 17th 2018

         

        System Impact Study with Portland

         

        General Electric dated March 14th 2019

         

        FacilitiesStudy with Portland General
        Electric dated June 26th 2019

         

        Conditional Use Permit reference C-27-18/SDR-34-18
        with Yamhill County dated November 29th 2018

         

        Preliminary Title Report with Stewart dated June
        11th 2019

	Clayfield Solar LLC, an Oregon limited liability company	
        Power Purchase Agreement with Portland General
        Electric dated October 23rd 2018

         

        System Impact Study with Portland

         

        General Electric dated February 19th
2019

         

        Facilities Study with Portland General Electric
dated June 5th 2019

         

        Interconnection Agreement with Portland General
        Electric dated June 26th 2019

         

        Preliminary Title Report with Stewart dated May
        21st 2019

	Waterford Solar LLC, an Oregon limited liability company	
        System Impact Study with Portland

         

        General Electric dated October 18th
2018

         

        Facilities Study with Portland General Electric
dated February 5th 2019

         

        Interconnection Agreement with Portland General
        Electric dated March 13th 2019

         

        Conditional Use Permit reference
CU 18-11 with Polk County dated March 29th 2019

         


Preliminary Title Report with Stewart dated June 20th
2019





 


 


 






    	 	 	 



     


    

 


	Cavan Solar LLC, an Oregon limited liability company	
        System Impact Study with Portland General
Electric dated December 27th 2018

         

        Facilities Study with Portland General Electric
dated April 15th 2019

         

        Interconnection Agreement with Portland General
        Electric dated May 22nd 2019

         

        Preliminary Title Report with Stewart dated March
        6th 2019

	Belvedere Solar LLC, an Oregon limited liability company	
        System Impact Study with Portland General
Electric dated March 14th 2019

         

        Facilities Study with Portland General Electric
dated June 27th 2019

         

        Conditional Use Permit reference CU 18-011 with
        Marion County dated 28th June 2018

         

        Preliminary Title Report with Stewart dated June
        12th 2019

	Cork Solar LLC, an Oregon limited liability company	
        Feasibility Study with Portland
        General Electric dated 22nd February 2019

         

        Preliminary Title Report
        with Stewart dated March 1st 2018

	Carlow Solar LLC, an Oregon limited liability company	None
	Dover Solar LLC, an Oregon limited liability company	
        System Impact Study with Portland General Electric
        dated June 10th 2019

        Conditional Use Permit reference
        Z0149-18-C with Clackamas County dated August 6th 2018

         

        Preliminary Title Report with Stewart dated January 26th
2019

         

	 


 


 


 






    	 	 	 



     


    

 


Annex 4


Governmental Approvals


 


	Company	Governmental Approvals	Notes
	Manchester Solar LLC, an Oregon limited liability company	Conditional Use Permit	 
	Phase 1 ESA	Not undertaken
	Wetland/Floodplain Delineation and concurrence if applicable	Not undertaken
	USACE/DSL Approvals if applicable	Not undertaken
	All applicable County Permits such as building, grading, electrical, right of way	Not undertaken
	Title Insurance	Not undertaken
	1200-C NPDES permit from Oregon Department of Environmental Quality if applicable	Not undertaken
	ODOT permit if applicable	Not undertaken
	FERC Filing	 
	Company Articles	 
	Oregon Tax Returns	 
	Licensed Engineering with such as Grid Application SLD	 
	 	Other County/State/Federal Consents as applicable	 


 


 


 






    	 	 	 



     


    

 


	Clayfield Solar LLC, an Oregon limited liability company	Conditional Use Permit	Not undertaken
	Phase 1 ESA	Not undertaken
	Wetland/Floodplain Delineation and concurrence if applicable	Not undertaken
	USACE/DSL Approvals if applicable	Not undertaken
	All applicable County Permits such as building, grading, electrical, right of way	Not undertaken
	Title Insurance	Not undertaken
	1200-C NPDES permit from Oregon Department of Environmental Quality if applicable	Not undertaken
	ODOT permit if applicable	Not undertaken
	FERC Filing	 
	Company Articles	 
	Oregon Tax Returns	 
	Licensed Engineering with such as Grid Application SLD	 
	 	Other County/State/Federal Consents as applicable	 


 


 


 






    	 	 	 



     


    

 


	Waterford Solar LLC, an Oregon limited liability company	Conditional Use Permit	 
	Phase 1 ESA	Not undertaken
	Wetland/Floodplain Delineation and concurrence if applicable	Not undertaken
	USACE/DSL Approvals if applicable	Not undertaken
	All applicable County Permits such as building, grading, electrical, right of way	Not undertaken
	Title Insurance	Not undertaken
	1200-C NPDES permit from Oregon Department of Environmental Quality if applicable	Not undertaken
	ODOT permit if applicable	Not undertaken
	FERC Filing	 
	Company Articles	 
	Oregon Tax Returns	 
	Licensed Engineering with such as Grid Application SLD	 
	 	Other County/State/Federal Consents as applicable	 


 


 


 






    	 	 	 



     


    

 


	Cavan Solar LLC, 

an Oregon limited 

liability company	Conditional Use Permit	Not undertaken
	Phase 1 ESA	Not undertaken
	Wetland/Floodplain Delineation and concurrence if applicable	Not undertaken
	USACE/DSL Approvals if applicable	Not undertaken
	All applicable County Permits such as building, grading, electrical, right of way	Not undertaken
	Title Insurance	Not undertaken
	1200-C NPDES permit from Oregon Department of Environmental Quality if applicable	Not undertaken
	ODOT permit if applicable	Not undertaken
	FERC Filing	 
	Company Articles	 
	Oregon Tax Returns	 
	Licensed Engineering with such as Grid Application SLD	 
	 	Other County/State/Federal Consents as applicable	 


 


 


 






    	 	 	 



     


    

 


	Belvedere Solar LLC, an Oregon limited liability company	Conditional Use Permit	 
	Phase 1 ESA	Not undertaken
	Wetland/Floodplain Delineation and concurrence if applicable	Not undertaken
	USACE/DSL Approvals if applicable	Not undertaken
	All applicable County Permits such as building, grading, electrical, right of way	Not undertaken
	Title Insurance	Not undertaken
	1200-C NPDES permit from Oregon Department of Environmental Quality if applicable	Not undertaken
	ODOT permit if applicable	Not undertaken
	FERC Filing	 
	Company Articles	 
	Oregon Tax Returns	 
	Licensed Engineering with such as Grid Application SLD	 
	 	Other County/State/Federal Consents as applicable	 


 


 


 






    	 	 	 



     


    

 





	Cork Solar LLC, 

an Oregon limited 

liability company	Conditional Use Permit	Not undertaken
	Phase 1 ESA	Not undertaken
	Wetland/Floodplain Delineation and concurrence if applicable	Not undertaken
	USACE/DSL Approvals if applicable	Not undertaken
	All applicable County Permits such as building, grading, electrical, right of way	Not undertaken
	Title Insurance	Not undertaken
	1200-C NPDES permit from Oregon Department of Environmental Quality if applicable	Not undertaken
	ODOT permit if applicable	Not undertaken
	FERC Filing	 
	Company Articles	 
	Oregon Tax Returns	 
	Licensed Engineering with such as Grid Application SLD	 
	 	Other County/State/Federal Consents as applicable	 


 


 


 






    	 	 	 



     


    

 


	Carlow Solar LLC, an Oregon limited liability company	Conditional Use Permit	Not undertaken
	Phase 1 ESA	Not undertaken
	Wetland/Floodplain Delineation and concurrence if applicable	Not undertaken
	USACE/DSL Approvals if applicable	Not undertaken
	All applicable County Permits such as building, grading, electrical, right of way	Not undertaken
	Title Insurance	Not undertaken
	1200-C NPDES permit from Oregon Department of Environmental Quality if applicable	Not undertaken
	ODOT permit if applicable	Not undertaken
	FERC Filing	 
	Company Articles	 
	Oregon Tax Returns	 
	Licensed Engineering with such as Grid Application SLD	 
	 	Other County/State/Federal Consents as applicable	 


 


 


 






    	 	 	 



     


    

 


	Dover Solar LLC, 

an Oregon limited 

liability company	Conditional Use Permit	 
	Phase 1 ESA	Not undertaken
	Wetland/Floodplain Delineation and concurrence if applicable	Not undertaken
	USACE/DSL Approvals if applicable	Not undertaken
	All applicable County Permits such as building, grading, electrical, right of way	Not undertaken
	Title Insurance	Not undertaken
	1200-C NPDES permit from Oregon Department of Environmental Quality if applicable	Not undertaken
	ODOT permit if applicable	Not undertaken
	FERC Filing	 
	Company Articles	 
	Oregon Tax Returns	 
	Licensed Engineering with such as Grid Application SLD	 
	 	Other County/State/Federal Consents as applicable	 


 


 


 






    	 	 	 



     


    

 


Annex 5


Insurance Policies


 


	Company	Insurance Policies
	Manchester Solar LLC, an Oregon limited liability company	None.
	Clayfield Solar LLC, an Oregon limited liability company	None.
	Waterford Solar LLC, an Oregon limited liability company	None.
	Cavan Solar LLC, an Oregon limited liability company	None.
	Belvedere Solar LLC, an Oregon limited liability company	None.
	Cork Solar LLC, an Oregon limited liability company	None.
	Carlow Solar LLC, an Oregon limited liability company	None.
	Dover Solar LLC, an Oregon limited liability company	None.


 


 


 






    	 	 	 



     


    

 


Annex 6


Disclosed Conditions


 


	Company	Disclosed Conditions
	Manchester Solar LLC, an Oregon limited liability company	None other than any revealed by the Environmental Report.
	Clayfield Solar LLC, an Oregon limited liability company	None other than any revealed by the Environmental Report.
	Waterford Solar LLC, an Oregon 

limited liability company	None other than any revealed by the Environmental Report.
	Cavan Solar LLC, an Oregon 

limited liability company	None other than any revealed by the Environmental Report.
	
        Belve.dere Solar LLC, an

        Oregon limited liability company
	None other than any revealed by the Environmental Report.
	
        Cork Solar LLC, an

        Oregon limited liability company
	None other than any revealed by the Environmental Report.
	
        Carlow Solar LLC, an

        Oregon limited liability company
	None other than any revealed by the Environmental Report.
	
        Dover Solar LLC, an

        Oregon limited liability company
	None other than any revealed by the Environmental Report.


 


 


 


 






    	 	 	 



     


    

 


Annex 7


Affiliate Transactions


 


	Company	Affiliate Transactions
	Manchester Solar LLC, an Oregon limited liability company	None.
	Clayfield Solar LLC, an Oregon limited liability company	None.
	Waterford Solar LLC, an Oregon limited liability company	None.
	Cavan Solar LLC, an Oregon limited liability company	None.
	
        Belvedere Solar LLC, an Oregon limited liability company
	None.
	
        Cork Solar LLC, an Oregon limited liability company
	None.
	
        Carlow Solar LLC, an Oregon limited liability company
	None.
	
        Dover Solar LLC, an Oregon limited liability company
	None.


 


 


 


 


 






    	 	 	 



     


    

 


Annex 8

Liabilities


 


	Company	Liabilities
	Manchester Solar LLC, an Oregon limited liability company	None.
	Clayfield Solar LLC, an Oregon limited liability company	None.
	Waterford Solar LLC, an Oregon limited liability company	None.
	Cavan Solar LLC, an Oregon limited liability company	None.
	
        Belvedere Solar LLC, an Oregon limited liability company
	None.
	
        Cork Solar LLC, an Oregon limited liability company
	None.
	
        Carlow Solar LLC, an Oregon limited liability company
	None.
	
        Dover Solar LLC, an Oregon limited liability company
	None.


 


 


 


 


 






    	 	 	 



     


    

 


Annex 9


Estoppels Required from Counterparties


 


	Company	Estoppels Required from Counterparties
	Manchester Solar LLC, an Oregon limited liability company	Landowner Estoppel.
	Clayfield Solar LLC, an Oregon limited liability company	Landowner Estoppel.
	Waterford Solar LLC, an Oregon limited liability company	Landowner Estoppel.
	Cavan Solar LLC, an Oregon limited liability company	Landowner Estoppel.
	
        Belvedere Solar LLC, an Oregon limited liability
company
	Landowner Estoppel.
	
        Cork Solar LLC, an Oregon limited liability
company
	Landowner Estoppel.
	
        Carlow Solar LLC, an Oregon limited liability
company
	Landowner Estoppel.
	
        Dover Solar LLC, an Oregon limited liability
company
	Landowner Estoppel.


 


 


 


 






    	 	 	 



     


    

 


Annex 10


Consents and Notices Required


 


	Company	Consents Required
	Manchester Solar LLC, an Oregon limited liability company	None.
	Clayfield Solar LLC, an Oregon limited liability company	None.
	Waterford Solar LLC, an Oregon limited liability company	None.
	Cavan Solar LLC, an Oregon limited liability company	None.
	Belvedere Solar LLC, an Oregon limited liability company	None.
	Cork Solar LLC, an Oregon limited liability company	None.
	Carlow Solar LLC, an Oregon limited liability company	None.
	Dover Solar LLC, an Oregon limited liability company	None.


 


 


 






    	 	 	 



     


    

 


Annex 11


 


 


[Reserved]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	 	 



     


    

 


Annex 12


Environmental Reports


 


	Company	Environmental Reports
	Manchester Solar LLC, an Oregon limited liability company	None.
	Clayfield Solar LLC, an Oregon limited liability company	None.
	Waterford Solar LLC, an Oregon limited liability company	None.
	Cavan Solar LLC, an Oregon limited liability company	None.
	Belvedere Solar LLC, an Oregon limited liability company	None.
	Cork Solar LLC, an Oregon limited liability company	None.
	Carlow Solar LLC, an Oregon limited liability company	None.
	Dover Solar LLC, an Oregon limited liability company	None.


 


 


 


 






    	 	 	 



     


    

 


Exhibit 1


 


Membership Interest Assignment Agreement
(form)


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	 	 



     


    

 


Membership Interest Assignment Agreement


 




PROJECTCO, LLC


 


This Membership
Interest Assignment Agreement (this “Assignment”) is made and entered into by Sulus LLC, an Oregon
limited liability company (“Assignor”), and SPI Solar Inc., a Delaware Corporation (“Assignee”),
effective as of_____, 20__ (the “Closing Date”).


 


RECITALS


 


WHEREAS, Assignor and Assignee are party to that
certain Membership Interest Purchase Agreement, dated as of______ , 201 , as it may be amended, supplemented or modified
from time to time (the “Membership Interest Purchase Agreement”);


 


WHEREAS, Assignor owns
one hundred percent (100%) of the issued and outstanding equity interests (including all of the limited liability company interests
and rights as a member under the Oregon Limited Liability Company Act or otherwise) (the “Assigned Interests”)
of PROJECTCO, LLC, an Oregon limited liability company (the “Company”);


 


WHEREAS, pursuant to
the Membership Interest Purchase Agreement, Assignor has agreed to assign, transfer, set over, deliver and convey to Assignee the
Assigned Interests;


 


WHEREAS, capitalized
terms used herein without definition are used as defined in the Membership Interest Purchase Agreement;


 


WHEREAS, this Assignment
is executed and delivered by Assignor and Assignee in connection with the Closing under, and in accordance with and subject to
the terms and conditions of the Membership Interest Purchase Agreement;


 


NOW, THEREFORE, BE IT KNOWN THAT:


 


1.                 
Conveyance and Assignment. For good and valuable consideration as set forth in the Membership Interest Purchase Agreement,
effective as of the Closing Date, Assignor does hereby ASSIGN, TRANSFER, SET OVER, DELIVER AND CONVEY to Assignee all of such Assignor’s
rights, title and interest in and to the Assigned Interests, free and clear of all liens, including, without limitation, Assignor’s
rights as a member of the Company in and to all (i) capital and assets of the Company, (ii) profits and losses of the Company,
and (iii) distributions (whether now due or hereafter to become due) from the Company, free and clear of all Liens.


 


2.                 
Acceptance of Assignment. On and as of the Closing Date, Assignee hereby accepts the assignment, transfer, set over,
delivery and conveyance of all of Assignor’s rights, title and interest in and to the Assigned Interests as set forth above,
free and clear of all liens.


 


3.                 
Consent to Assignment. Assignor, as the sole member of the Company on the Closing Date, hereby (a) approves and
consents to the assignment of the Assigned Interests and the admission of Assignee as the sole member of such Company and (b)
waives and relinquishes all rights and options set forth in the limited liability company agreement of the Company to purchase
any of the Assigned Interests in connection with such assignment.


 


4.                 
Conflict Among Agreements. In the event of a conflict between the terms and conditions of this Assignment and the
terms and conditions of the Membership Interest Purchase Agreement, the terms and conditions of the Membership Interest Purchase
Agreement shall govern, supersede and prevail.


 


 


 






    	 	 	 



     


    

 


5.                 
Titles and Captions. All section or paragraph titles or captions in this Assignment are for convenience only, shall
not be deemed part of this Assignment, and in no way define, limit, extend or describe the scope or intent of any provision hereof.


 


6.                 
Further Assurances. Assignor covenants and agrees promptly to execute, deliver, file, or record, or cause to be executed,
delivered, filed or recorded, such agreements, instruments, certificates and other documents and to do and perform such other and
further actions as Assignee may reasonably request or as may otherwise be necessary, convenient or proper to assign, convey, transfer
and deliver the Assigned Interests unto Assignee.


 


7.                 
No Third Party Beneficiaries. This Assignment is solely for the benefit of the parties hereto, and no provision of
this Assignment shall be deemed to confer any remedy, claim or right upon any third party.


 


8.                 
Counterparts and Amendments. This Assignment may be executed in multiple counterparts, all of which taken together
shall constitute one original instrument. This Assignment may be amended, modified or supplemented only in a writing signed by
each party to this Assignment.


 


9.                 
Governing Law. This Assignment shall be governed by and construed in and interpreted in accordance with the laws
of the State of Oregon.


 


[The remainder of the page left intentionally
blank.]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	2	 



     


    

 


IN WITNESS WHEREOF,
the parties hereto have executed this Assignment as of the date first set forth above.


 


 


	 	Assignor:
	 	 
	 	Sulus LLC
	 	 
	 	 
	 	 
	 	By: _                                                   - -
	 	Name:
	 	Title:
	 	 
	 	 
	 	 
	 	Assignee:
	 	 
	 	SPI Solar
Inc.




	 	 
	 	 
	 	By: _                                                   - -
	 	Name:
	 	Title:






 


[Signature Page to Membership Interest
Assignment Agreement – PROJECTCO LLC


 


 


 






    	 	3	 



     


    

 


Exhibit 2


 


Seller Parent Guaranty


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	 	 



     


    

 


GUARANTY AGREEMENT


 


This GUARANTY AGREEMENT (this “Guaranty”)
is made as of the day of_______ 201 , by Sulus Developments Limited (“Guarantor”), for the benefit of SPI
Solar, “Purchaser”). Guarantor and Purchaser are individually referred to herein as a “Party” and
collectively as the “Parties.”


 


RECITALS


 


WHEREAS, Guarantor is the sole beneficial
and record owner of one hundred percent (100%) of Sulus LLC, an Oregon limited liability company (“Seller”);
WHEREAS, Seller is the sole beneficial and record owner of one hundred percent (100%) of the limited liability company
membership interests (the “Company Interests”) in the eight (8) limited liability companies described in Annex
1A of the Contract (each, a “Company” and collectively, the “Companies”);


 


WHEREAS, Purchaser and Seller have
entered into a Membership Interest Purchase Agreement dated_____, 201 for the purchase of the Company Interests (the “Contract”);


 


WHEREAS, pursuant to Section 5.1(d) of the Contract,
Guarantor is obligated to provide Purchaser with this Guaranty; and


 


WHEREAS, Guarantor as the parent company
of Seller, is willing to enter into this Guaranty in consideration of and to satisfy the terms of the Contract.


 


AGREEMENT


 


NOW, THEREFORE, in consideration of the
premises and mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Parties hereto agree as follows:


 


1.      In consideration of the award of the
Contract by Purchaser to Seller, Guarantor hereby guarantees to and for the benefit of Purchaser the full and timely performance
of the obligations of the Seller under the Contract when and if such obligations become due according to the terms of the Contract
(“Obligations”). Guarantor covenants with Purchaser that if at any time Seller should default in the payment
or performance of any of the Obligations, Guarantor shall, not less than ten (10) business days after receiving written notice
by Purchaser of such default (after giving effect to all applicable notice and grace periods), pay in Seller’s stead, or
cause the payment or performance of, such Obligations; provided, however, if such performance default is curable but shall reasonably
require more than ten (10) business days to cure, Guarantor shall be afforded additional time to effect such cure, provided Guarantor
commences to cure the default within the initial ten (10) business day period and, thereafter, diligently prosecutes the same
to completion. Guarantor’s liability under this Guaranty Agreement (the “Guaranty”) is a continuing guaranty
of payment and performance, and not of collection, and shall apply to all Obligations whenever arising, without regard to whether
such Obligation is contingent or absolute, liquidated or unliquidated, or whether recovery may be or has become barred by any
statute of limitations or otherwise may be unenforceable except those Obligations that have been determined to be fully performed
by the Seller in accordance therewith or deemed to not be the Seller’s obligations thereunder, in each case as shall have
been finally determined by arbitration or a court of competent jurisdiction. Capitalized terms used but not defined in this Guaranty
shall have the meanings given to them in the Contract.


 


2.       Notwithstanding anything to
the contrary herein, Guarantor's liability under this Guaranty shall not exceed Seller’s liability under the Contract. In
addition to the amounts for which payment is guaranteed hereunder, Guarantor agrees to pay reasonable documented attorneys’
fees and all other costs and expenses incurred by Purchaser in enforcing this Guaranty or any action or proceeding arising out
of or relating to this Guaranty.


 


 


 






    	 	 	 



     


    

 


3.       The obligations of Guarantor hereunder
shall be irrevocable, absolute and unconditional, and shall remain in full force and effect until such time as set forth in Section
5 hereof; provided, that notwithstanding anything in this Guaranty to the contrary, Guarantor expressly reserves to
itself all rights, setoffs, counterclaims and defenses that the Seller would or could be entitled to assert under the Contract
arising from or out of the Contract or at law or in equity if a claim were made directly against Seller under the Contract, other
than defenses arising from (i) the insolvency, reorganization, bankruptcy or dissolution of the Seller, (ii) the lack of power
or authority of the Seller to enter into or to perform its obligations under the Contract, or (iii) any rights or remedies waived
pursuant to Section 8 hereof. Without limiting the reservation of rights in the preceding sentence, the obligations of Guarantor
shall not be affected, modified or impaired or prejudiced (x) by any other security now or hereafter held by the Purchaser as security
for the Obligations; or (y) upon the happening from time to time of any one or more of the following whether or not with notice
to or consent of the Seller (except to the extent that Seller’s consent may be required to effectuate a modification of the
Contract) or Guarantor:


 


(a)        
the extension of time for payment of any amounts due or of the time for payment or performance of any of the Obligations
(provided that the Guarantor will have the benefit of any such extension);


 


(b)        
the modification, waiver or amendment (whether material or otherwise) of any of the Obligations (provided that the Obligations
guaranteed hereunder by Guarantor shall be the Obligations as modified, waived or amended);


 


(c)         
the failure, omission, delay or lack on the part of the Purchaser to enforce, ascertain or exercise any right, power or
remedy under or pursuant to the terms of the Contract or this Guaranty;


 


(d)        
the fact that Guarantor may at any time in the future dispose of all or any part of its interest in Seller, or otherwise
alter its investment in Seller in any manner;


 


(e)         
the bankruptcy, insolvency, winding up, dissolution, liquidation, administration, reorganization or other similar or dissimilar
failure or financial disability of Seller or Guarantor or any legal limitation, disability, incapacity or other circumstances relating
to Seller or Guarantor;


 


(f)         
the addition, substitution or partial or entire release of any guarantor, maker or other party (including Seller) primarily
or secondarily liable or responsible for the payment, performance, or observance of any of the Obligations (provided that if Seller
is released from any payment, performance or observance of any of the Obligations, then Guarantor shall likewise be released from
the same) or by any extension, waiver, amendment or thing whatsoever which may release a guarantor (other than payment or performance
and provided that Guarantor will have the benefit of such extension, waiver, amendment or thing);


 


 


 


 






    	 	2	 



     


    

 


(g)        
the invalidity, nonbinding effect or unenforceability of (x) any of the Obligations, or (y) the Contract in its entirety,
solely as a result of the acts or omissions of Seller (and provided Purchaser is not in breach of any of its obligations under
the Contract); or


 


(h)        
the taking, variation, renewal, addition, substitution, subordination, or partial or entire release of any security for
the payment, performance, or observance of any of the Obligations or the enforcement or neglect to perfect or enforce any such
security.


 


4.      
Guarantor hereby represents and warrants that the execution, delivery and performance of this Guaranty by Guarantor have
been duly authorized by all requisite corporate action, and that this Guaranty constitutes the valid and binding obligation of
Guarantor, enforceable against the Guarantor in accordance with its terms, except to the extent that the enforcement of remedies
herein provided may be limited under applicable bankruptcy and insolvency and similar laws, public policy and equitable principles
(regardless of whether enforcement is considered in a proceeding in equity or at law).


 


5.      
This Guaranty shall continue in full force and effect until all of the Obligations have been discharged.


 


6.      
This Guaranty shall be governed by the law of the jurisdiction governing the Contract, and any dispute under this Guaranty
shall be governed by the dispute resolution provisions of the Contract.


 


7.      
There are no third-party beneficiaries of this Guaranty.


 


8.      
Guarantor, except as expressly set forth in this Guaranty, hereby waives and relinquishes the following rights and remedies
accorded by applicable law to sureties or guarantors and, except as expressly set forth in this Guaranty, agrees not to assert
or take advantage of any such waived and relinquished rights or remedies:


 


		(a)	any right to require Purchaser to proceed against or exhaust any security held by Purchaser before
proceeding against Guarantor;



 


		(b)	any defense that may arise by reason of the incapacity, lack of authority, death or disability
of any other person or the failure of Purchaser to file or enforce a claim against the estate (in administration, bankruptcy or
any other similar proceeding) of any other person;



 


		(c)	except as expressly contemplated herein demand, presentment, protest and notice of any kind, including
without limitation notice of the existence, creation or incurring of any new or additional obligation or of any action or non-action
on the part of Seller or Purchaser (other than a breach by Purchaser of any of its obligations under the Contract);



 


		(d)	any defense based upon an election of remedies by Purchaser which destroys or otherwise impairs
the subrogation rights of Guarantor, the right of Guarantor to proceed against Seller for reimbursement, or both;



 


 


 






    	 	3	 



     


    

 


		(e)	any duty on the part of Purchaser to disclose to Guarantor any facts Purchaser may now or hereafter
know about Seller, regardless of whether Purchaser has reason to believe that any such facts materially increase the risk beyond
that which Guarantor intends to assume, or has reason to believe that such facts are unknown to Guarantor, or has a reasonable
opportunity to communicate such facts to Guarantor, since Guarantor acknowledges that Guarantor is fully responsible for being
and keeping informed of the financial condition of Seller and of all circumstances bearing on the risk of non-payment of any Obligations
hereby guaranteed;



 


		(f)	any defense arising because of Purchaser’s election, in any proceeding instituted under the
Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code;



 


		(g)	any defense based upon any borrowing or grant of a security interest under Section 364 of the Bankruptcy
Code; and



 


		(h)	demands, diligence, presentment, notices and any other circumstances which might otherwise constitute
a legal or equitable discharge or defense of a guarantor (other than performance of and/or compliance with the terms of such Obligations
by the Guarantor and/or compliance with the terms of such Obligations by the Guarantor and/or the person whose performance and
compliance is being guaranteed.



 


9.    
Except as set forth in Section 10 below, no party shall be entitled to assign this Guaranty or any of its rights
or obligations under this Guaranty without the prior written consent of the other party, which may be withheld in its sole and
absolute discretion.


 


 10.     Notwithstanding the foregoing, (a) Purchaser shall be entitled to collaterally assign its right, title and interest in and to this Guaranty (and, in particular, any rights arising in relation to any insurance policy and any other right to collect any amount from Guarantor) to the financing institutions providing financing for a Project (as defined in the Contract) by way of security for the performance of obligations to such financing institutions without the consent of Guarantor and (b) Purchaser may assign this Guaranty without the prior consent of the Guarantor in connection with a permitted assignment of the Contract. Guarantor shall execute any consent and agreement, direct agreement or similar documents with respect to such an assignment described in clause (a) of the preceding sentence as the financing institutions may reasonably request, with all reasonable and documented costs incurred by Guarantor in connection therewith to be promptly reimbursed by Purchaser upon demand therefor. Any assignment by the Guarantor without the prior written consent of Purchaser (given or withheld in the sole discretion of Purchaser) shall be void ab initio and shall have no effect on Seller’s rights against Guarantor hereunder.




 


11.     This Guaranty represents the final agreement between the Parties and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the Parties. This Guaranty may not be modified, amended or waived, except in writing signed by the Parties.




 


12.     All
notices, requests, demands, and other communications under this Guaranty shall be deemed 4 to have been duly given (i)
to Guarantor, if delivered in accordance with the requirements set forth in Section 9.1 of the Contract to the address below and
(ii) to Seller, if delivered in accordance with the requirements set forth in Section 9.1 of the Contract to the address set forth
therein.


 


 


 






    	 	4	 



     


    

 


	To Guarantor:	 	Sulus Solar
	 	 	 
	Address:	 	c/o Wework
	 	 	Power & Light Building
	 	 	920 SW 6th Avenue
	 	 	Portland, OR 97204
	Phone:	 	(971) 336–3715
	Attn:	 	Conor Grogan
	   Email: conor.grogan@sulus-solar.com












 


13. This Guaranty may be executed
in counterparts (and by different parties to this Guaranty in different counterparts), each of which shall constitute an original,
but all of which when taken together shall constitute a single contract. This Guaranty shall become effective when it has been
executed by each of the parties to this Guaranty. Delivery of an executed counterpart of a signature page of this Guaranty by
facsimile or portable document format ("pdf") shall be effective as delivery of a manually executed counterpart of this
Guaranty.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


* * * Signature Page Follows * * *


 


 


 


 


 


 


 


 


 


 






    	 	5	 



     


    

 


This Guaranty Agreement has been
duly executed by authorized representatives of each of the Parties as follows:


 


 


 


GUARANTOR:


Sulus Developments Limited


 


 


 


By:________________________________________




Title: ______________________________________


 


 


 


 


PURCHASER:

SPI Solar, Inc.


 


 


 


By:________________________________________




Title: ______________________________________


 


 


 


ACKNOWLEDGED AND AGREED:


 


 


 


SELLER:

Sulus LLC


 


By:________________________________________


 


 


Name:______________________________________


 


 

Title: ______________________________________


 


 


 






    	 	6	 



     


    

 


Exhibit 2A


 


Seller Parent Certificate


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 		 



     


    

 


CERTIFICATE OF


SULUS DEVELOPMENTS LIMITED


 


I, ______, hereby certify on behalf of Sulus
Developments Limited, a UK private limited company (the “Company”), that I am a duly qualified Director of
the Company, and that as such, I am authorized to execute this Certificate on behalf of the Company. All capitalized terms
used and not identified herein shall have the respective meanings ascribed to them in the Guaranty Agreement dated_____,
2019 (the “Agreement”), entered into by and between SPI Solar Inc., as Purchaser, and the Company, as
Guarantor in connection with the Membership Interest Purchase Agreement dated___________, 201_ between Purchaser and
Sulus LLC (“Seller”) (as amended, restated, or modified or supplemented at any time or from time to
time, the “Contract”). In satisfaction of Section 5.1(e) of the Contract, I hereby certify on behalf of
the Company, and not in my personal capacity, as follows:


 


1.                 
As of the date hereof, the persons named on Exhibit A attached hereto have been duly elected or appointed as Directors
of the Company, and the signatures set opposite their names on Exhibit A are their genuine signatures.


 


2.                 
Attached hereto as Exhibit B is a print out from the Companies House dated [Date] showing that the Company is active.


 


3.                 
Attached hereto as Exhibit C is a true, correct and complete copy of the Certificate of Corporation of the Company
pursuant to which the Company was formed.


 


[Remainder of Page Intentionally Left
Blank; Signature Page Follows]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 		 



     


    

 


IN WITNESS WHEREOF, the undersigned has signed
this Certificate as of the____ day of____________ , 201 .


 


 


 


Signature:_______________________


Name:__________________________


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Signature Page to Certificate of Sulus Development Limited


 


 


 






    	 		 



     


    

 





Exhibit A


 


 


 


 


Incumbency Certificate of Sulus Developments
Limited


 


The following persons have
been duly appointed Directors of Sulus Developments Limited, and the signatures set opposite their respective names are either
their genuine official signatures or a printed facsimile thereof:


 





	Name	Title	Signature
	 	 	 
	Conor Grogan	 	 
	 	 	 
	Collin Murphy	 	 
	 	 	 
	 	Auth. Rep.	 



 


 


 


 








CERTIFICATION


 


The undersigned, as a Director
of Sulus Developments Limited, a UK private limited company, does hereby certify that as of 2019, the above is true and correct.


 


 


Signature:___________________________________

Name:


 


 


 


 


 






    	 		 



     


    

 


Exhibit B


 


 


 


 


Companies House Information for Sulus
Developments Limited


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 		 



     


    

 


Exhibit C


 


 


 


 


Certificate of
Incorporation of Sulus Developments Limited


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 		 



     


    

 


Exhibit 3


 


Manager’s Certificate (form)


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 		 



     


    

 


MANAGER’S CERTIFICATE OF

SULUS LLC


 


I, ________, hereby certify on behalf of Sulus LLC,
an Oregon limited liability company (the “Company”), that I am the duly qualified Manager of the Company, and
that as such, I am authorized to execute this Certificate on behalf of the Company. All capitalized terms used and not identified
herein shall have the respective meanings ascribed to them in the Membership Interest Purchase Agreement dated____, 2019,
entered into by and between SPI Solar Inc., as Purchaser, and the Company, as Seller (as amended, restated, or modified or supplemented at any time or from time to time, the “Agreement”).
In satisfaction of Section 5.1(i) of the Agreement, I hereby certify on behalf of the Company, and not in my personal capacity,
as follows:


 


1.       As
of the date hereof, the persons named on Exhibit A-1 attached hereto have been duly elected or appointed as the
Manager or Authorized Representative of the Company, as the case may be, and on Exhibit A-2 attached hereto have been
duly elected or appointed as the Manager or Authorized Representative of__________ LLC, an Oregon limited liability company
(the “Project Company”), and the signatures set opposite their names on Exhibit A-1 and Exhibit
A-2 are their genuine signatures.


 


2.       Attached
hereto as Exhibit B-1 is the Certificate of Existence for the Company issued by the Secretary
of State of Oregon on DATE, and as Exhibit B-2 is the Certificate of Existence for the Project Company issued
by the Secretary of State of Oregon on DATE.


 


3.                  Attached
hereto as Exhibit C-1 is a true, correct and complete copy of the Amended and Restated Liability Company Agreement of
the Company dated____ , 201 , and as Exhibit C-2 is a true, correct and complete copy of the Amended and Restated
Operating Agreement of the Project Company dated____, 201 , but effective as of , 201 , which Operating Agreements are in
full force and effect and have not been amended, rescinded or modified as of the date hereof.


 


4.                 
Attached hereto as Exhibit D is a true, correct and complete copy of the Articles of Organization of the Project
Company, which Articles are in full force and effect and have not been amended, rescinded or modified as of the date hereof.


 


[Remainder of Page Intentionally Left
Blank; Signature Page Follows]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 		 



     


    

 


IN WITNESS WHEREOF, the undersigned has signed
this Certificate as of the____ day of____________, 201 .


 


 


 


Signature:_______________________


Name:__________________________



 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Signature Page to Company Manager’s
Certificate


 


 


 



    	 		 



     


    

 


Exhibit A-1


 


 


 


Incumbency Certificate of Sulus LLC


 


The following persons have
been duly appointed and constitute all of the Managers and Authorized Representatives of Sulus LLC, an Oregon limited liability
company, and the signatures set opposite their respective names are either their genuine official signatures or a printed facsimile
thereof:


 





	Name	Title	Signature
	 	 	 
	Conor Grogan	Manager	 
	 	 	 
	Collin Murphy	Manager	 
	 	 	 
	 	Auth. Rep.	 


 


 


 


CERTIFICATION


 


The undersigned, as a Manager
of Sulus LLC, an Oregon limited liability company, does hereby certify that as of 2019, the above is true and correct.


 


 


Signature:________________________________________

Name:


 


 


 


 


 


 


 


 


 


 






    	 	Exhibit A-1	 



     


    

 


Exhibit A-2


 


Incumbency
Certificate of_________ LLC


 


The following persons have been duly
appointed and constitute all of the Managers and Authorized Representatives of______________ LLC, an Oregon limited
liability company, and the signatures set opposite their respective names are either their genuine official signatures or a
printed facsimile thereof:


 





	Name	Title	Signature
	 	 	 
	 	Manager	 
	 	 	 
	 	Manager	 
	 	 	 
	 	Auth. Rep.	 


 


 


 


CERTIFICATION


 


The undersigned, as a Manager
of Sulus LLC, an Oregon limited liability company, does hereby certify that as of 2019, the above is true and correct.


 


 


Signature:________________________________________

Name:


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	Exhibit A-2	 



     


    

 


Exhibit B-1


 


Certificate of
Existence for Sulus LLC


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	Exhibit B-1	 



     


    

 





Exhibit B-2


 


Certificate of
Existence for LLC


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	Exhibit B-2	 



     


    

 





Exhibit C-1


 


Amended and Restated
Limited Liability Company Agreement of Sulus LLC


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	Exhibit C-1	 



     


    

 


Exhibit C-2


 


Operating Agreement
of________ LLC


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	Exhibit C-2	 



     


    

 





Exhibit D


 


Articles of Organization
of_________ LLC


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	Exhibit D	 



     


    

 


Exhibit 4


 


Officer’s Certificate (form)


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 		 



     


    

 


[SULUS LLC]1[SPI SOLAR, INC.]2



OFFICER’S CERTIFICATE


 


[_____], 20[__]


Pursuant to Section
[5.1(i))]3[5.2(c)]4 of the Membership Interest Purchase Agreement by and between SPI Solar, Inc., a Delaware
corporation (“Purchaser”) and Sulus LLC, an Oregon limited liability company (“Seller”),
dated as of [], 2019 (the “Agreement”), the undersigned, in its capacity as an authorized officer of [Seller]5[Purchaser]6, delivers this Officer’s
Certificate (this “Certificate”) to [Purchaser]7[Seller]8 as of the date first set forth
above (the “Closing Date”). Capitalized terms used but not defined in this Certificate shall have the meanings
given to them in the Agreement. The undersigned hereby certifies to [Purchaser]9[Seller]10 as of the Closing
Date as follows:


 


1.                 
[The representations and warranties in Article III of the Agreement that are Fundamental Representations and those listed
in Section 3.12 of the Agreement (Environmental Matters) and Section 3.21 of the Agreement (Taxes) are true and correct,


(x) without giving effect to
any Schedule Supplements and (y) with respect to Seller and the applicable Company.


 


2.                 
The representations and warranties in Article III that are not Fundamental Representations are true and correct, after giving
effect to any Schedule Supplement, or (2) are in all material respects as though made as of the Closing Date, in each case excluding
(solely for purposes of this paragraph 2) those representations and warranties that relate solely to any Company that has already
been acquired.


 


3.                 
Seller has duly performed and complied with all agreements, covenants and conditions required by the Agreement to be performed
or complied with by Seller prior to or on the Closing Date, excluding any such failure to perform and comply which, individually
or in the aggregate, has not had any material adverse impact (i) on the applicable Company, (ii) on Purchaser or its ability to
perform its obligations under the Agreement or to satisfy any condition in Section 5.2 of the Agreement required to be satisfied by Purchaser or (iii) on Seller’s ability to
satisfy any condition in Sections 5.1, 5.3, 5.4, or 5.5 of the Agreement.


 


________________________________


1 For Seller’s Officer’s Certificate.


2 For Purchaser’s Officer’s Certificate.


3 For Seller’s Officer’s Certificate.


4 For Purchaser’s Officer’s Certificate.


5 For Seller’s Officer’s Certificate.


6 For Purchaser’s Officer’s Certificate.


7 For Seller’s Officer’s Certificate.


8 For Purchaser’s Officer’s Certificate.


9 For Seller’s Officer’s Certificate.


10 For Purchaser’s Officer’s Certificate.


 


 


 






    	 		 



     


    

 





4.                 
Between the Effective Date and the Closing Date, there has not been any Material Adverse Change with respect to Seller or
the applicable Company.]11


 


5.                 
No condemnation is pending or threatened in writing with respect to the applicable Project, or any portion thereof, and
no unrepaired casualty exists with respect to the applicable Project, or any portion thereof, or the sale of electric power therefrom,
unless (i) such casualty is capable of repair in a reasonably satisfactory timeframe, (ii) the cost of such repair shall not exceed
$2,000, and (iii) the Purchase Price with respect to such Project shall be adjusted by an amount equal thereto. 12


 


6.                 
[Each of the representations and warranties of Purchaser in the Agreement is true and correct in all material respects.]
13


 


 


[Signature Page Follows]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


________________________________


11 For Seller’s Officer’s Certificate.


12 For Seller’s Officer’s Certificate.


13 For Purchaser’s Officer’s Certificate.


 


 


 






    	 		 



     


    

 


IN WITNESS WHEREOF,
the undersigned has executed this Officer’s Certificate as of the date first set forth above.


 


 


 


[Sulus LLC, an Oregon limited liability
company] 14


[SPI Solar, Inc., a Delaware corporation]15


By:___________________________


Name:


Title:


 


 


 


 


 


 


 


 


 


 


 


 


 


 


  


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


________________________________


14 For Seller’s Officer’s Certificate.


15 For Purchaser’s Officer’s Certificate.


 


[Signature Page to Officer’s Certificate
([Purchaser] [Seller])]


 


 






    	 		 



     


    

 


Exhibit 5


 


Resignation (form)


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 





 


 


 


 


 


 


 






    	 		 



     


    

 


[date], 2019


 


 


 


[Project LLC Name]


c/o SPI Solar, Inc.


4677 Old Ironside Drive, Suite 190


Santa Clara, CA 95054


Attn: Kevin White


 


 


Re: Resignation




Dear Mr. White:


 


By my signature below, I hereby resign from each officer
and/or Manager position, as the case may be, of [Project Name], LLC held by me as of the date hereof.


 


 


 


Sincerely,


 


 


 


___________________________________


[name of manager]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 		 



     


    

 


Exhibit 6


 


Estoppel Certificate (form)


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 		 



     


    

 


ESTOPPEL CERTIFICATE


(LEASE AND OTHER AGREEMENTS)


 


This Estoppel Certificate (the “Certificate”)
is made and given as of____________ , ____ 20__.


 


Reference is hereby made to the following (the “Agreements,”
whether one or more):


 


(a)       that
certain [LEASE] dated [LEASE] by and between [LESSOR] (“Lessor”), as lessor, and [SULUS LESSEE], an Oregon
limited liability company (“Lessee”), as lessee, as amended by that certain Amendment of Ground Lease
Agreement dated , _____ 2018 by and between Lessor and Lessee (as amended from time to time, the “Lease”),
as evidenced by that certain Memorandum of Lease recorded Book/Reel at Page _____, in the Office of the County Clerk for
[COUNTY] County, Oregon (the “Registry”); all relating to the ground mounted solar photovoltaic energy
generation facility and tie-line in [COUNTY] County, Oregon (the “Project”), all or certain portions of
which are or will be located at the real property that is the subject of the Lease (the “Property”).
Capitalized terms not otherwise defined herein shall have the meaning set forth in the Lease.


 


This Certificate is being delivered in
connection with the acquisition of the membership interests by SPI Solar, Inc., 4677 Old Ironside Drive, Suite 190, Santa Clara,
CA 95054, (together with its affiliates, the “Reliance Parties”).


 


Based on the foregoing, and recognizing
that the Reliance Parties will rely hereon, Lessor hereby confirms, certifies, and represents, to and for the benefit of the Reliance
Parties, as follows:


 


1.                 
The execution, delivery, and performance by Lessor of the Agreements and this Certificate have been duly authorized by all
necessary corporate, partnership, limited liability, or other action on the part of Lessor and do not require any approvals, filings
with, or consents of any entity or person which have not previously been obtained or made.


 


2.                 
Each Agreement is in full force and effect and constitutes the legal, valid and binding obligation of Lessor, enforceable
against Lessor in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization
or other similar laws affecting the enforcement of creditors’ rights generally and general equitable principles.


 


3.                 
The copy of the Lease attached hereto as Exhibit A constitutes a true, correct, and complete copy of the Lease (including,
without limitation, all amendments thereto). The Lease has not been modified, restated or amended in any way except as shown on
the instrument(s) attached hereto as Exhibit A.


 


4.                 
The Agreements set forth the entirety of Lessor’s agreements with respect to the matters addressed or contemplated
thereby.


 


5.                 
Lessor consents to any and all assignments, conveyances, pledges and transfers of the Agreements and the Project by the
Reliance Parties with respect to the development, construction, operation, or financing of the Project.


 


 


 


 






    	 		 



     


    

 


 


6.               
Lessor has not (a) transferred or assigned any interest in the Agreements or in and to the Property, (b) executed any mortgage,
deed of trust or other lien encumbering Lessor’s interest in the Property or the Agreements, or (c) had notice of or consented
to any previous assignment under the Agreements by Lessee.


 


7.               
To the actual knowledge of Lessor, no third party has an option or preferential right to purchase all or any part of or
right, title or interest in the Property or the Agreements.


 


8.               
Lessor is not in default under or breach of the Lease and has no disputes with respect to the Lease. To the actual knowledge
of Lessor, there are no defaults, disputes or breaches or circumstances that with the passage of time or the giving of notice or
both would give rise to any defaults, disputes or breaches by any party to the Agreements and all payments due and payable under
the Agreements have been paid in full.


 


9.               
To Lessor’s actual knowledge, the covenants and obligations of the Lessee, made to or for the benefit of Lessor under
the Agreements and required to be performed on or before the date hereof (including the payment of any amounts), have been properly
performed or expressly waived in writing.


 


10.           
There are no actions pending against Lessor under the bankruptcy or any similar laws of the United States or any state.


 


11.           
To Lessor’s actual knowledge, there are no proceedings pending or threatened against or affecting Lessor in any court
or by or before any court, governmental authority, or arbitration board or tribunal which could reasonably be expected to have
a material adverse effect on the ability of the Lessor to perform its obligations under the Agreements.


 


12.           
To Lessor’s actual knowledge, there is no event, act, circumstance or condition currently existing that could excuse
the performance of a party under the Agreements.


 


13.           
Lessor has no actual knowledge of any facts existing that entitle Lessor to any claim, counterclaim, offset or defense against
the Lessee or any other party in respect of the Agreements.


 


14.           
The Lessee does not owe any payments to Lessor in respect of claims for indemnification that Lessor has made, and Lessor
has asserted no counterclaims, offsets or defenses against the Lessee under the Agreements.


 


15.           
As of the date hereof, Lessor holds the entire interest of Lessor under the Lease.


 


16.           
All representations made by Lessor in the Agreements are true and correct and all warranties under the Agreements are absolutely,
irrevocably and unconditionally in effect.


 


17.           
Lessor acknowledges that the Project constitutes the Intended Use.


 


18.           
To the actual knowledge of Lessor, there are no unrecorded contracts, easements, encumbrances or other agreements or interests
relating to the Property.






 


 


 






    	 		 



     


    

 


19.       Lessor hereby
ratifies and affirms the Lease in all respects.


 


 


[SIGNATURE PAGE FOLLOWS]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 		 



     


    

 

SIGNATURE PAGE TO


 


ESTOPPEL CERTIFICATE


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 		 



     


    

 


EXHIBIT A



 


LEASE AGREEMENT