In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.

Input: Consider Input: Exhibit 10.14

EXECUTION VERSION

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

MASTER OPERATION AND MAINTENANCE AGREEMENT

by and between

DIAMOND STATE GENERATION PARTNERS, LLC

and

BLOOM ENERGY CORPORATION

dated as of April 13, 2012

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





TABLE OF CONTENTS Page

ARTICLE 1 DEFINITIONS 2

Section 1.1 Definitions 2 Section 1.2 Other Definitional Provisions 11

ARTICLE 2 SYSTEM SERVICES 12

Section 2.1 In General 12 Section 2.2 Operation and Maintenance Services 12 Section 2.3 Service Fees 13 Section 2.4 System Services Warranty 13 Section 2.5 System Service Warranty Claims 13 Section 2.6 Performance Warranty 14 Section 2.7 Efficiency Warranty 14 Section 2.8 Gas Payment Shortfall 15 Section 2.9 Exclusions 15 Section 2.10 No Duplication of Terms 16 Section 2.11 Title 16 Section 2.12 Record-Keeping Documentation 16 Section 2.13 Remote Monitoring 17 Section 2.14 Permits 17 Section 2.15 Intentionally deleted 17 Section 2.16 Performance Standards 17 Section 2.17 Rights to Deliverables 18 Section 2.18 Appointment of Service Provider 18 Section 2.19 Operating Budget 18

ARTICLE 3 TERM 18

Section 3.1 Term 18

ARTICLE 4 TERMINATION 19

Section 4.1 Default 19 Section 4.2 Termination of Warranties 20 Section 4.3 Replacement of Agreement 20

ARTICLE 5 DATA ACCESS 21

Section 5.1 Access to Data and Meters 21 i

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





ARTICLE 6 INDEMNITY 21

Section 6.1 Indemnification of Operator by Owner 21 Section 6.2 Indemnification of Owner by Operator 21 Section 6.3 Indemnity Claims Procedure 22 Section 6.4 No Duplication of Claims 22

ARTICLE 7 LIMITATIONS ON LIABILITY 22

Section 7.1 Aggregate Limit of Liability 22 Section 7.2 No Duplication of Claims 23

ARTICLE 8 REPRESENTATIONS AND WARRANTIES 24

Section 8.1 Representations and Warranties of Owner 24 Section 8.2 Representations and Warranties of Operator 25

ARTICLE 9 MISCELLANEOUS 26

Section 9.1 Amendment and Modification 26 Section 9.2 Waiver of Compliance; Consents 26 Section 9.3 Notices 27 Section 9.4 Assignment 27 Section 9.5 Dispute Resolution; Governing Law 27 Section 9.6 Governing Law, Jurisdiction, Venue 27 Section 9.7 Counterparts 28 Section 9.8 Interpretation 28 Section 9.9 Appendices and Exhibits 28 Section 9.10 Entire Agreement 28 Section 9.11 Construction of Agreement 28 Section 9.12 Severability 29 Section 9.13 Attorneys' Fees 29 Section 9.14 Further Assurances 29 Section 9.15 Independent Contractors 29 Section 9.16 No Contract for the Sale of Goods 29 Section 9.17 Time of Essence 29 Section 9.18 Confidentiality 29 Section 9.19 Force Majeure 31 Section 9.20 Right of Offset 31 Section 9.21 No Liens 31 Section 9.22 Insurance 31

Exhibit A Service Fees Exhibit B Efficiency Bank Operation Example Calculation ii

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





Appendix A [Intentionally Omitted] Appendix B Minimum Power Product Example Calculation Appendix C Facilities Appendix D Power Performance Warranty Claim Example Calculation Appendix E Efficiency Warranty Claim Example Calculation Appendix F Gas Payment Shortfall Claim Example Calculation iii

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





MASTER OPERATION AND MAINTENANCE AGREEMENT

This MASTER OPERATION AND MAINTENANCE AGREEMENT (this Agreement), dated as of April 13, 2012, between BLOOM ENERGY CORPORATION, a Delaware corporation (BE or, in its capacity as operator hereunder, Operator), and DIAMOND STATE GENERATION PARTNERS, LLC, a Delaware limited liability company (Owner) (each, a Party, and together, the Parties), covers (i) the Portfolio of on-site solid oxide fuel cell power generating systems capable of being powered by renewable fuels, having an aggregate Nameplate Capacity of up to 30 MW (each a Bloom System, and together the Bloom Systems) and (ii) the BOF installed by BE pursuant to the MESPA, in each case to the extent set forth herein.

WHEREAS, Owner is a company formed at the direction of BE for the purpose of purchasing and owning Bloom Systems for the generation of electricity and sale of electricity and capacity generated by the Bloom Systems into the PJM Grid;

WHEREAS, the customer base of Delmarva Power & Light Company (DPL), an investor owned utility company regulated by the Delaware Public Service Commission (DPSC), will be subject to a charge to be collected on behalf of Owner by DPL under the REPS Act and the Tariffs, and DPL has agreed to provide natural gas service and to serve as the collection and disbursement agent of Owner pursuant to the Tariffs and the DPL Agreements;

WHEREAS in 2011, Owner purchased from Operator pursuant to the December 30 Bill of Sale certain Bloom Systems and other parts and equipment to be incorporated into the Bloom Systems, and Owner presently owns such Bloom Systems and other parts and equipment;

WHEREAS, Operator has entered into that certain Master Energy Server Purchase Agreement dated as of the date hereof (the MESPA) with Owner, under the terms of which Owner will purchase additional Bloom Systems and the BOF from BE in order for Owner to provide electricity and capacity generated by the Bloom Systems into the PJM Grid;

WHEREAS, pursuant to REPS Act Section 352(16), BE will be a Qualified Fuel Cell Provider (QFCP), and pursuant to the QFCP-RC Tariff, Owner will be a QFCP Generator (QFCP Generator), and pursuant to REPS Act Section 352(17) the Facilities shall constitute a Qualified Fuel Cell Provider Project (Qualified Fuel Cell Provider Project); and

WHEREAS, Operator has agreed to provide certain operation and maintenance services to Owner subject to the conditions of this Agreement.

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

AGREEMENT

ARTICLE 1 DEFINITIONS

Section 1.1 Definitions. As used in this Agreement, capitalized terms not otherwise defined shall have the meanings set forth below:

Actual kWh means the actual energy output in kWh produced by each Bloom System and aggregated together.

Administrative Services Agreement means the Administrative Services Agreement dated as of April 13, 2012 among BE, Owner and Diamond State Generation Holdings, LLC.

Affiliate of any Person means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Person specified.

Agreement means this agreement.

Annual Reports is defined in Section 2.12.

Base Case Model is defined in the ECCA.

BE is defined in the recitals.

Bloom System or Bloom Systems is defined in the introductory paragraph hereof.

BOF means, for each Site, the Electrical Interconnection Facilities, the natural gas supply facilities, the water supply facilities, the data communications facilities, the foundations for the Bloom Systems, and any other ancillary facilities and equipment installed in connection with the Facility at each Site.

BOF Work is defined in the MESPA.

Business Day means a day other than a Saturday, Sunday or other day on which banks in New York, New York, or San Francisco, California, are authorized or required to close.

Claiming Party is defined in Section 9.19.

Code means the Internal Revenue Code of 1986, as amended.

Commencement of Operations means, with respect to any Bloom System, the completion and the performance of all of the following activities:

(a) such Bloom System has been Placed in Service; 2

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





(b) such Bloom System (i) has been attached to the load at the Site and (ii) is performing at the Warranty Specifications (measured over a 24 hour period and not over the Look Back Period or on a Portfolio basis as referenced in the definition of Warranty Specifications; provided that for this purpose the percentage in Minimum Power Product shall be deemed to be 100% rather than 85%);

(c) such Bloom System has satisfied the conditions precedent for Facility Commercial Operation Date and the Initial Delivery Date (each as defined in the QFCP-RC Tariff) and Operator has performed and successfully completed all necessary acts under the Interconnection Agreements (including performance testing) and has obtained written permission from the applicable Person granting Owner permission to interconnect with the PJM Grid pursuant thereto;

(d) Operator shall have furnished a written certification from Operator addressed to Owner certifying, without any qualification, that Operator has installed such Bloom System in accordance with Performance Standards; and

(e) Operator shall have furnished a written certification from the Independent Engineer addressed to Owner certifying, without any qualification, that (i) such Bloom System's commissioning has been successfully completed and (ii) such Bloom System has achieved commercial operation (and if such Bloom System is the first Bloom System installed at such Facility then the Independent Engineer must also certify, without qualification, that Operator has installed all BOF Work necessary for the operation of that Facility).

Company LLC Agreement means the Amended and Restated Limited Liability Company Agreement of Diamond State Generation Holdings, LLC, dated as of April 13, 2012, between Clean Technologies II, LLC and Mehetia Inc.

Confidential Information is defined in Section 9.18(a).

Credit Agreement has the meaning set forth in the ECCA.

Credit Documents has the meaning set forth in the ECCA.

DDOT means the Delaware Department of Transportation.

DDOT Site Lease means the Lease Agreement between DDOT and Owner dated as of July, 2011, as it may be amended to extend the term or otherwise.

December 30 Bill of Sale means the Bill of Sale and Agreement, effective as of December 30, 2011, between BE and Owner pursuant to which Safe Harbor Systems and Safe Harbor Equipment were sold by BE to Owner for purposes of meeting the 5% safe harbor for Grant eligibility under the Guidance. 3

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





Delivery Date has the meaning provided in the MESPA.

DPL has the meaning provided in the recitals.

DPL Agreements means the service applications between Owner and DPL with respect to the REPS Act and the Tariffs, whereby DPL shall (a) serve as the agent for collection of amounts due from Owner (if any) and for disbursement of amounts due to Owner under the QFCP-RC Tariff and (b) sell to Owner natural gas under the Gas Tariff.

DPL Site Lease means the Lease Agreement between DPL and Owner dated as of February 10, 2012.

DPSC has the meaning provided in the recitals.

ECCA means the Equity Capital Contribution Agreement with respect to Diamond State Generation Holdings, LLC, among Clean Technologies II, LLC, Diamond State Generation Holdings, LLC, Owner and Mehetia Inc., dated as of March 16, 2012.

Efficiency means the quotient of E/F, where E = the electricity produced by the Portfolio, measured in BTUs (British Thermal Units) at a conversion rate of 3,412 BTUs per kWh, and F = the fuel consumed by the Portfolio, measured in BTUs on a Lower Heating Value basis.

Efficiency Bank means banked volumes of natural gas which the Owner is permitted to accrue in a tracking account under the QFCP-RC Tariff Section C.(5) and which are available to offset any Efficiency Warranty shortfall. An example of the operation of the Efficiency Bank is attached as Exhibit B.

Efficiency Warranty has the meaning provided in Section 2.7.

Efficiency Warranty Period has the meaning provided in Section 2.7.

Electrical Interconnection Facilities means the equipment and facilities required to safely and reliably interconnect a Facility to the PJM Grid or the transmission system of another Transmitting Utility in whose territory the Facility is located, as applicable, including the collection system between each Bloom System, transformers and all switching, metering, communications, control and safety equipment, including the facilities described in any applicable Interconnection Agreement.

Energy means three-phase, 60-cycle alternating current electric energy constituting the Actual kWh.

Facility means the Bloom Systems and the BOF at a Site.

Facility Meter means the revenue quality electricity generation meter to be located at the metering point (the proposed location of which is to be identified in the Interconnection Agreement), which Facility Meter shall register all Energy produced by a Facility and delivered to the Interconnection Point. 4

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





Facility Service Warranty is defined in Section 2.4.

Facility Services is defined in Section 2.1.

FERC means the Federal Energy Regulatory Commission and any successor.

Force Majeure Event means any event or circumstance that (a) prevents a Party from performing its obligations under this Agreement; (b) was not foreseeable by such Party; (c) was not within the reasonable control of, or the result of the negligence of such Party; and (d) such Party is unable to reasonably mitigate, avoid or cause to be avoided with the exercise of due diligence. It shall include failure or interruption of performance due to: an act of God, civil or military authority, war, civil disturbances, terrorist activities, fire, explosions, the elements, the gas supplier's failure to comply with gas delivery, quality or pressure requirements, the external power delivery system (a/k/a the grid) being out of the required specifications or total failure (a/k/a brownout or blackout), PJM or other electric grid curtailment, or failure of equipment not utilized by or under the control of the Party claiming the Force Majeure Event (or any Affiliate or subcontractor of such Party). Force Majeure Event does not include the lack of economic resources of a Party or Operator's failure to design and construct the Bloom Systems and the BOF so as to meet the respective warranties hereunder.

Gas Payment Shortfall means the cost of natural gas, in any billing period under the QFCP-RC Tariff, for the quantity of natural gas used by the Owner that exceeds the quantity of natural gas that would have been utilized at the Target Heat Rate (as defined in the QFCP-RC Tariff) and the Efficiency Bank does not have a positive balance available to offset such excess.

Gas Tariff means DPL's Service Classification LVG-QFCP-RC filed for gas service applicable to REPS Qualified Fuel Cell Provider Projects and approved by the DPSC in Order no. 8062 dated October 18, 2011, as adopted and supplemented by DPSC's Findings, Opinion and Order No. 8079, dated December 1, 2011.

Governmental Approvals means (a) any authorizations, consents, approvals, licenses, rulings, permits, tariffs, rates, certifications, variances, orders, judgments, decrees by or with a relevant Governmental Authority and (b) any required notice to, any declaration of, or with, or any registration or filing by, or with, any relevant Governmental Authority.

Governmental Authority means any foreign, federal, state, local or other governmental, regulatory or administrative agency, court, commission, department, board, or other governmental subdivision, legislature, rulemaking board, court, tribunal, arbitrating body or other governmental authority.

Grant is defined in the Company LLC Agreement. 5

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





Guidance is defined in the ECCA.

Indemnifiable Loss means any claim, demand, suit, loss, liability, damage, obligation, payment, cost or expense (including the cost and expense of any action, suit, proceeding, assessment, judgment, settlement or compromise relating thereto and reasonable attorneys' fees and reasonable disbursements in connection therewith).

Indemnified Party is defined in Section 6.3.

Indemnifying Party is defined in Section 6.3.

Independent Engineer is defined in the MESPA.

Interconnection Agreement means an agreement among Owner, DPL and/or PJM regarding interconnection of the Facility to the transmission or distribution system of the Transmitting Utility.

Interconnection Point is defined in the QFCP-RC Tariff.

kW means kilowatt.

kWh means kilowatt-hour.

Legal Requirement means any law, statute, act, decree, ordinance, rule, directive (to the extent having the force of law), tariff (including the Tariffs), order, treaty, code or regulation or any interpretation of any of the foregoing, as enacted, issued or promulgated by any Governmental Authority, including all amendments, modifications, extensions, replacements or re-enactments thereof, in each case applicable to or binding upon such Person or any of its properties or to which such Person or any of its property is subject.

Letter Agreement means that certain Letter Agreement dated October 10, 2011 between Operator and the State of Delaware, as may be amended from time to time.

Liens means any lien, security interest, mortgage, hypothecation, encumbrance or other restriction on title or property interest.

Look Back Period means each calendar year following the Commencement of Operations for a Bloom System (or, in the case of the calendar year in which the Delivery Date for a Bloom System has occurred, the portion of such calendar year commencing on the date such Bloom System achieved Commencement of Operations), but excluding with respect to each relevant Bloom System any period during such calendar year when such Bloom System was (a) subject to a Force Majeure Event, (b) not delivering Energy to the PJM Grid because of a failure to perform by DPL under the DPL Agreements or PJM under the PJM Agreements, or (c) required to be disconnected from the PJM Grid or otherwise required not to deliver Energy to the PJM Grid as the result of a Legal Requirement or action by or a directive from the applicable electric utility or PJM with respect to such Bloom System (e.g., due to a grid event). 6

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





Material Adverse Change means a fact, event or circumstance that, alone or when taken with other events or conditions occurring or existing concurrently with such event or condition, (a) has or is reasonably expected to have a material adverse effect on the business, operations, condition (financial or otherwise), assets, liabilities, prospects, or properties of a Person; (b) has or is reasonably expected to have any material adverse effect on the validity or enforceability of this Agreement; (c) materially impairs or is reasonably expected to materially impair the ability of a Person to meet or perform its obligations under this Agreement; or (d) has or is reasonably expected to have any material adverse effect on a Person's rights under this Agreement.

Maximum Liability means, with respect to Operator, the aggregate Residual Value of the Portfolio as of such date, and with respect to Owner, One Million Dollars ($1,000,000); provided that a reduction in the Maximum Liability of Operator shall never result in a requirement for Owner or any Owner Indemnitee to return any money to Operator. Maximum Liability will be determined on an aggregate basis between this Agreement and the MESPA.

MESPA is defined in the Recitals to this Agreement.

Minimum Efficiency Level means fifty percent (50%) Efficiency while a Bloom System is operating at Nameplate Capacity, measured over the Efficiency Warranty Period.

Minimum kWh means the product of (x) the number of hours in the applicable Power Performance Warranty Period minus the number of hours for each Bloom System in the Portfolio as of the last day of the applicable Power Performance Warranty Period when each such Bloom System (i) was subject to a Force Majeure Event, (ii) was not delivering Energy to the PJM Grid because of a failure to perform by DPL under the DPL Agreements or PJM under the PJM Agreements, or (iii) was required to be disconnected from the grid or otherwise required not to deliver Energy to the PJM Grid as the result of a Legal Requirement or action by or a directive from the applicable electric utility or PJM with respect to such Bloom System (e.g., due to a grid event), and (y) the Minimum Power Product for the applicable Power Performance Warranty Period.

Minimum Power Product means the aggregate Nameplate Capacity of the Bloom Systems in the Portfolio in kW for the applicable Power Performance Warranty Period multiplied by (1) eighty-five percent (85%) when this term is used for the One-Month Power Performance Warranty or (2) ninety-five percent (95%) when this term is used for the One-Year Power Performance Warranty. An example of a calculation of the Minimum Power Product is set forth in Appendix B.

MW means megawatt.

MWh means megawatt-hour. 7

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





Nameplate Capacity means the maximum rated output of a generator, prime mover, or other electric power production equipment under specific conditions designated by the manufacturer.

One-Month Power Performance Warranty Period is defined in Section 2.6.

One-Year Power Performance Warranty Period is defined in Section 2.6.

Operator is defined in the introductory paragraph hereof.

Operator Indemnitee is defined in Section 6.1.

Owner is defined in the introductory paragraph hereof.

Owner Indemnitee is defined in Section 6.2.

Owner's Lender means any Person providing senior or subordinated construction, debt or equity financing or refinancing for or in connection with the development, construction, purchase, or installation of the Facility or any part thereof, including any equity and tax investor providing financing or refinancing in connection therewith, and any trustee or agent acting on their behalf, and any Person providing interest rate protection agreements to hedge any of the foregoing debt obligations.

Party or Parties is defined in the introductory paragraph hereof.

Performance Standards is defined in Section 2.16.

Permits means all Governmental Approvals that are necessary under applicable Legal Requirements, this Agreement, or the MESPA to have been obtained at such time in light of the stage of development of the Portfolio to site, construct, test, operate, maintain, repair, lease, own or use each Facility as contemplated in this Agreement, the MESPA, or the ECCA, to sell electricity from the Portfolio or for a Party to enter into this Agreement or to consummate any transaction contemplated hereby, in each case in accordance with all applicable Legal Requirements.

Person means any individual, partnership, limited liability company, joint venture, corporation, trust, unincorporated organization, or governmental entity or any department or agency thereof.

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

PJM Agreements is defined in the QFCP-RC Tariff.

PJM Grid means the system of transmission lines, distribution lines, and associated facilities that have been placed under PJM's operational control. 8

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





Placed in Service means, with respect to any Bloom System, the completion and performance of all of the following activities: (1) obtaining the necessary licenses and permits for the operation of such Bloom System and the sale of power generated by the Bloom System, (2) completion of critical tests necessary for the proper operation of such Bloom System, (3) synchronization of such Bloom System onto the electric distribution and transmission system of the relevant local utility and/or the PJM Grid and (4) the commencement of daily operation of such Bloom System.

Portfolio means, on an aggregate basis, all Bloom Systems owned by Owner that were purchased pursuant to the MESPA or the December 30 Bill of Sale and that have achieved Commencement of Operations.

Portfolio Warranty means the warranty provided for under Section 8.1 of the MESPA.

Power Performance Warranty is defined in Section 2.6.

Power Performance Warranty Period is defined in Section 2.6.

Prudent Electrical Practices means those practices, methods, equipment, specifications and standards of safety and performance, as the same may change from time to time, as are commonly used by a significant portion of the grid-tied electrical generation industry operating in the United States as good, safe and prudent engineering practices in connection with the design, construction, operation, maintenance, repair and use of electrical and other equipment, facilities and improvements of such electrical generating facility, including any applicable practices, methods, acts, guidelines, standards and criteria of FERC, PJM, and all applicable Legal Requirements.

Purchase Order is defined in the MESPA.

Purchase Price is defined in the MESPA.

QFCP is defined in the recitals.

QFCP Generator is defined in the recitals.

QFCP-RC Tariff' means DPL's Service Classification QFCP-RC for REPS Qualified Fuel Cell Provider Projects as approved by the DPSC in Order no. 8062 dated October 18, 2011, as adopted and supplemented by DPSC's Findings, Opinion and Order No. 8079, dated December 1, 2011.

Qualified Fuel Cell Provider Project is defined in the recitals.

Representatives of a Party means such Party's authorized representatives, including its professional and financial advisors. 9

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





REPS Act means the Renewable Energy Portfolio Standards Act, as amended by S.B. 124, enacted July 10, 2011 (Title 26, Chap. 1, section 351 et seq. of the Code of the State of Delaware).

Residual Value means, for any Bloom System, [***] of the Purchase Price for such Bloom System until [***], declining by [***] [***] on each anniversary of such date thereafter. (For example, on the fifth anniversary of Commencement of Operations, the Residual Value will be [***] of the Purchase Price).

Safe Harbor Equipment means all parts and equipment to be used in Bloom Systems sold by BE to Owner pursuant to the December 30 Bill of Sale.

Safe Harbor Systems means all Bloom Systems sold by BE to Owner pursuant to the December 30 Bill of Sale.

SCADA means the supervisory control and data acquisition systems.

Section 8.2(b) Warranty is defined in the MESPA.

Service Fees is defined in Section 2.3.

Service Provider means an operation and maintenance contractor appointed by Operator and approved by Owner pursuant to Section 2.18.

Service Technicians is defined in Section 2.2(c).

Site means, as applicable, (a) the parcel of land leased from DPL to Owner under the DPL Site Lease and all easements appurtenant, easements in gross, license agreements and other rights running in favor of Owner which provide access to the applicable Facility, or (b) the parcel of land leased from the DDOT to Owner under the DDOT Site Lease and all easements appurtenant, easements in gross, license agreements and other rights running in favor of Owner which provide access to the applicable Facility, in each case on which BE shall install a Facility pursuant to the MESPA.

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

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

Term is defined in Section 3.1.

Third Party Claim means any claim, action, or proceeding made or brought by any Person who is not (a) a Party to this Agreement, (b) an Affiliate of a Party to this Agreement or (c) Mehetia Inc. or an Affiliate of Mehetia Inc. (and that is not a claim based on breach by the Indemnified Party of its obligations under this Agreement). [***] Confidential Treatment Requested 10

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





Training Materials is defined in Section 2.17.

Transaction Documents means this Agreement, the Company LLC Agreement, the ECCA, the MESPA and the Administrative Services Agreement.

Transmitting Utility has the meaning set forth in the QFCP-RC Tariff.

Warranty Period means, (i) for each Bloom System, the period beginning on the day following the date that the Warranty Period for such Bloom System under and as defined in the MESPA has expired and ending on the twenty-first (21st) anniversary of the date of Commencement of Operations for such Bloom System and (ii) for the BOF, the period beginning on the day following the date that the Section 8.2(b) Warranty for such BOF has expired and ending on the twenty-first (21st) anniversary of such starting date.

Warranty Specifications means (a) that the Portfolio has (i) achieved the Minimum kWh as provided in Section 2.6 and (ii) performed at no less than the Minimum Efficiency Level as provided in Section 2.7 and (b) that Operator is in compliance with Section 2.8.

Section 1.2 Other Definitional Provisions.

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

(b) The words hereof', herein, hereunder, and words of similar import when used in this Agreement will refer to this Agreement as a whole and not to any particular provision of this Agreement. Section references contained in this Agreement are references to Sections in this Agreement unless otherwise specified. The term including will mean including without limitation.

(c) The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms.

(d) Any agreement, instrument or statute defined or referred to herein or in any instrument or certificate delivered in connection herewith means (unless otherwise indicated herein) such agreement, instrument or statute as from time to time amended, modified or supplemented and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein.

(e) Any references to a Person are also to its permitted successors and assigns. 11

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





ARTICLE 2 FACILITY SERVICES

Section 2.1 In General. During the Warranty Period, Operator shall provide services to Owner so that the Portfolio meets the Warranty Specifications and so that the BOF will not cause the Portfolio to fail to perform in accordance with the Warranty Specifications, as more fully set forth in this Article 2 (such services, collectively, the Facility Services). The Facilities covered under this Agreement are set forth in Appendix C hereto, which may be amended from time to time by written agreement between the Parties.

Section 2.2 Operation and Maintenance Services. Operator is hereby granted the right and authority (and, to the extent necessary to carry out its functions hereunder, a limited power of attorney) and agrees, for the benefit of Owner, to operate safely and reliably the Facilities and to maintain during the Warranty Period in accordance with the terms of this Agreement each Facility in good condition and repair in accordance with the Warranty Specifications and Prudent Electrical Practices. During the Warranty Period, the specific responsibilities of Operator under this Agreement shall include the following:

(a) Facility Operations. Operator shall ensure that all Facility components are operated and maintained in a manner designed to meet the Efficiency Warranty and the Power Performance Warranty with a goal of achieving the performance levels assumed in the Base Case Model (as defined in the Company LLC Agreement).

(b) Facility Maintenance. Operator shall perform, or cause to be performed, all scheduled and unscheduled maintenance required on each Facility in order to meet the Warranty Specifications. In that regard, Operator's responsibilities hereunder shall include, without limitation, promptly correcting any Bloom System or BOF malfunctions, either by (i) recalibrating or resetting the malfunctioning Bloom System or BOF, or (ii) repairing or replacing Bloom System or BOF components which are defective, damaged, worn or otherwise in need of replacement.

(c) Personnel. Operator shall ensure that all operations and maintenance functions contemplated by this Section are performed by technically competent and qualified personnel (the Service Technicians). Operator shall ensure that all Service Technicians: (i) participate in a maintenance training program and receive confirmation of having achieved the requisite level of proficiency for the tasks they are assigned to perform, and (ii) attend periodic refresher training programs. The Operator shall at all times retain an operations manager who shall be dedicated to the overall supervision and management of performance of its obligations under this Agreement.

(d) Spare Parts. Operator shall establish and maintain an adequate spare parts inventory, to be located at one or both Sites to serve exclusively the Facilities. 12

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





(e) Programs and Procedures. Prior to the date of the Commencement of Operations for the first Bloom System in the Portfolio, Operator shall have adopted and implemented programs and procedures intended to ensure safe and reliable operation of the Facilities.

The rights and obligations in this Section 2.2 are without duplication of the rights and obligations of Owner and Operator as Buyer and Seller under, and as defined in, the MESPA.

Section 2.3 Service Fees.

(a) Owner shall compensate Operator for the Facility Services for each Facility, on an annual basis at the rate specified in Exhibit A hereto (the Service Fees). With respect to each year of such Facility's Warranty Period, the Service Fees shall be invoiced not later than thirty (30) days prior to the end of the calendar month in which the anniversary of the date of Commencement of Operations for such Bloom System occurred, and shall be payable within thirty (30) days of invoice. Interest shall accrue daily on the Service Fees not paid when due, at the lesser of the monthly rate of one and five-tenths percent (1.5%) or the highest rate permissible by law on such unpaid balance. Operator shall be under no obligation to provide or perform services hereunder for any Bloom System whose Service Fee has not been paid in full for the then-current warranty year.

(b) In connection with Facility Services for the BOF, Operator shall provide all required labor but shall charge Owner for, and Owner shall reimburse Operator for, the cost of all required spare parts. Billing for such spare parts shall be done in the same manner as Services Fees, as set forth in Section 2.3(a).

Section 2.4 Facility Services Warranty. During the Warranty Period, Operator shall perform the services to the Bloom Systems and the BOF necessary for the Portfolio to perform to the Warranty Specifications (the System Service Warranty). In the event that Owner desires Operator to service the Bloom Systems and the BOF beyond the Warranty Period, the rate for such time-based services will be quoted by Operator to Owner quarterly for the following quarter, and materials will be invoiced at the retail prices for such materials.

Section 2.5 Facility Service Warranty Claims.

(a) If Owner desires to make a Facility Service Warranty claim during the Warranty Period, Owner must notify Operator of the defect or other basis for the claim in writing.

(b) In the case of a claim relating to the Power Performance Warranty for a One-Month Power Performance Period or the Efficiency Warranty, upon receipt of such notice and verification by Operator that such One-Month Power Performance Warranty or Efficiency Warranty is applicable, Operator (or its designated subcontractor) or the Service Provider (or its designated subcontractor) will promptly repair or replace, at Operator's sole option and discretion, any Bloom System whose repair or replacement is required in order for the Portfolio to perform consistent with the Power Performance Warranty or the Efficiency Warranty, as applicable. Owner is hereby notified that refurbished parts may be used in repair or replacement, 13

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but any such refurbished parts will have passed the same inspections and tests performed by Operator on its new parts of the same type before such refurbished parts are used in any repair. If such repair or replacement is not possible (as determined at Operator's sole option and discretion), Operator will refund the Purchase Price of any such Bloom System to Owner notwithstanding Section 7.1. in which case Operator shall be deemed to have taken title to such Bloom System, and such Bloom System shall be deemed to no longer constitute a portion of the Portfolio. Operator shall make such determination as promptly as practicable, but in any event within 90 days of Operator's receipt of notice of the claim unless the specific nature of the problem requires a longer period in which to make such determination. If it is determined that a Bloom System will be removed pursuant to this Section 2.5. Operator shall at its sole cost and expense remove the Bloom System and any other ancillary equipment (including the concrete pad and any other improvements to the Site to extent required under the Site Lease) from the Site, restoring the Site to its condition before the installation, including closing all utility connections in the manner required by all applicable Legal Requirement and Site Lease.

(c) In the case of a claim relating to the Power Performance Warranty for a One-Year Power Performance Warranty Period, upon receipt of such notice and verification that such One-Year Power Performance Warranty is applicable, Operator shall make a payment to Owner in an amount to be calculated pursuant to Section 2.6; provided that the cumulative aggregate amount of Operator's liability for all claims under this Section 2.5(c) shall not exceed [***] of the aggregate Purchase Price of all Bloom Systems in the Portfolio during the applicable period and the purchase price under the December 30 Bill of Sale (inclusive of any amounts paid or for which a pending claim has been made under the Power Performance Warranty or the Section 8.2(b) Warranty, as applicable, under the MESPA).

Section 2.6 Power Performance Warranty. During the Warranty Period, Operator shall determine (i) for each full calendar month (the One- Month Power Performance Warranty Period) within five (5) Business Days after the end of such month and (ii) for the most recent Look Back Period (the One-Year Power Performance Warranty Period, and, together with the One-Month Power Performance Warranty Period, each a Power Performance Warranty Period), whether the Bloom Systems in the Portfolio during such Power Performance Warranty Period have delivered to the Interconnection Point the Minimum kWh during such Power Performance Warranty Period (the Power Performance Warranty). If such Power Performance Warranty calculation indicates that the Actual kWh of the Bloom Systems was less than the Minimum kWh during such Power Performance Warranty Period, then Operator shall so notify Owner in writing of the basis of its determination and Owner may make a claim under Section 2.5. An example of a Power Performance Warranty calculation for purposes of a Section 2.5 claim is attached as Appendix D.

Section 2.7 Efficiency Warranty. During the Warranty Period, Operator shall determine for each full calendar month (the Efficiency Warranty Period) within five (5) Business Days after the end of such month whether the Portfolio has performed at the Minimum Efficiency Level (the Efficiency Warranty); provided that the Efficiency Bank shall be utilized to the extent necessary to meet the Efficiency Warranty. If the Minimum Efficiency Level has [***] Confidential Treatment Requested 14

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not been met during such Efficiency Warranty Period, then Operator shall so notify Owner in writing of the basis of its determination and Owner may make a claim under Section 2.5. An example of an Efficiency Warranty calculation for purposes of a Section 2.5 claim is attached as Appendix E.

Section 2.8 Gas Payment Shortfall. During the Warranty Period, Operator shall perform such services on the Bloom Systems as shall cause the Efficiency Bank to maintain a positive balance at all times. If the Efficiency Bank reaches a balance of less than zero during the Warranty Period, Operator shall reimburse Owner for any Gas Payment Shortfall that Owner incurs within ten (10) days after Owner provides notice to Operator of such shortfall amount; provided that Operator's cumulative aggregate liability under this Section 2.8 plus any payments required to be made by Operator under Section 2.5(c) shall not exceed an amount equal to (i) one hundred percent (100%) of the aggregate Purchase Price of all Bloom Systems in the Portfolio during the applicable period and the purchase price under the December 30 Bill of Sale (inclusive of any amounts paid or for which a pending claim has been made for under the Gas Payment Shortfall under the MESPA), less (ii) the aggregate of all amounts paid by Operator (or claimed against Operator in the case of any claims that are pending at the time of such calculation) with respect to claims under Section 2.5(c) hereunder or Sections 8.2(b) and 8.3(c) of the MESPA. An example of a Gas Payment Shortfall calculation for purposes of a Section 2.8 claim is attached as Appendix F.

Section 2.9 Exclusions. The Facility Service Warranty shall not cover any obligations on the part of Operator caused by or arising from (a) Owner's (as opposed to Operator, Operator's Affiliate, the Service Provider or subcontractor acting as operator under this Agreement) failure to properly protect the Bloom Systems from vandalism or other third-party's actions or omissions, (b) Owner's (as opposed to Operator, Operator's Affiliate, the Service Provider or subcontractor acting as operator under this Agreement) failure to use the specified input fuel; (c) Owner's (as opposed to Operator, Operator's Affiliate, the Service Provider or subcontractor acting as operator under this Agreement) removal of any safety devices, (d) any conditions caused by unforeseeable movement in the environment in which the Bloom Systems are installed, (e) accidents, abuse, neglect, improper third party testing, vandalism, Force Majeure Events or acts of third parties, (f) DPL's failure to comply with Operator's gas delivery, quality or pressure requirements, (g) installation, operation, repair or modification of the Bloom Systems by anyone other than Operator or (h) any defect in construction materials or workmanship of the BOF or any deficiency in design of the BOF by BE, provided that the exclusions in this clause (h) shall not extend to any Portfolio Warranty claim to the extent caused by or arising from (A) any defect in construction materials or workmanship of the BOF or (B) any deficiency in design of the BOF by BE, in each case during the period while either the Section 8.2(b) Warranty or the warranty under Section 2.5(c) is in effect. OPERATOR SHALL HAVE NO OBLIGATION UNDER THE FACILITY SERVICE WARRANTY AND MAKES NO REPRESENTATION AS TO FACILITIES WHICH HAVE BEEN OPENED OR MODIFIED BY OWNER OR ANYONE OTHER THAN OPERATOR, OPERATOR'S AFFILIATE, THE SERVICE PROVIDER OR SUBCONTRACTOR, ACTING AS OPERATOR UNDER THIS AGREEMENT, ANY PERSON ACTING AS AN OPERATOR UNDER THIS AGREEMENT (OR ANY SUCCESSOR AGREEMENT TO THIS AGREEMENT) OR ANY OF SUCH PERSON'S REPRESENTATIVES. 15

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Section 2.10 No Duplication of Terms. Notwithstanding anything to the contrary in this Agreement, to the extent that all or any portion of the Facility Service Warranty, a Gas Payment Shortfall payment or any other warranty, guarantee or indemnification provision set forth herein is duplicative of any warranty, guarantee or indemnification coverage provided under the MESPA, the Parties acknowledge and agree that Owner shall be entitled to make only a single claim under either this Agreement or the MESPA, as applicable, and that limitations of liability set forth in each such agreement are to be calculated on an aggregate basis taking into account all claims for indemnification, warranty or otherwise (if any) made under this Agreement and the MESPA.

Section 2.11 Title. Title to all items, parts, materials and equipment supplied under or pursuant to this Agreement to Owner shall transfer to Owner upon installation or inclusion in a Facility.

Section 2.12 Record-Keeping Documentation.

(a) Operator shall ensure that operation, service and maintenance records concerning Operator's activities hereunder are properly created and maintained at all times. Such records shall include, but not be limited to, the following:

(i) a separate Maintenance Specification Log for each Bloom System in a paper or electronic format (with entries made for each inspection, including any discrepancies found during such inspection), a copy of which shall be submitted, in paper or electronic format, to Owner along with the corresponding Annual Reports;

(ii) a Site service report completed in respect of each inspection, repair, replacement, service or other activity or observation made by Operator in connection with its responsibilities hereunder, detailing the nature of the problems detected and the specifics of the problem resolution and submitted to Owner within ten (10) Business Days of the date when a service technician is dispatched to the site in response to a Bloom System or BOF fault or routine inspection or service;

(iii) an annual report submitted to Owner within forty-five (45) Business Days after the end of each calendar year (Annual Report) containing sufficient information, detail and documentation as may be requested by Owner relating to the operating performance of the Bloom System for the preceding calendar year; and

(iv) all records and data that must be timely produced and turned over to (A) DPL pursuant the QFCP-RC Tariff (including without limitation, the Heat Rate calculations as set forth in QFCP-RC Tariff Section C., and monthly documentation of PJM Revenues as set forth in QFCP-RC Tariff Section H.) and the DPL Agreements, (B) PJM pursuant to the PJM Agreements or (C) the Owner's Lender pursuant to the Credit Documents; and 16

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(v) such other reports and/or documentation prepared by Operator concerning its activities hereunder as may be reasonably required of an Operator of a Qualified Fuel Cell Project under the REPS Act and the QFCP-RC Tariff or as requested by Owner from time to time.

(b) All such records required to be created and maintained pursuant to Section 2.12(a) shall be kept available at the Operator's office and made available for the Owner's inspection upon request at all reasonable times. Any documentation prepared by Operator during the Term for the purposes of this Agreement, excluding the Training Materials, shall be directly prepared for Owner's benefit and immediately become Owner's property. Any such documentation shall be stored by Operator on behalf of Owner until its final delivery to Owner. Operator may retain a copy of all records related to each Facility for future analysis.

Section 2.13 Remote Monitoring. For purposes of determining when repair services are necessary, Operator shall monitor and evaluate the information gathered through remote monitoring of each Facility as well as the maintenance and inspection Site visits.

Section 2.14 Permits.

(a) Operator shall be responsible, at its sole cost and expense, for maintaining and complying with all Permits required to perform the Facility Services under this Agreement;

(b) Owner agrees to cooperate with and assist Operator in obtaining all Permits.

Section 2.15 Intentionally deleted.

Section 2.16 Performance Standards. For the purpose of this Agreement, the Operator shall perform under this Agreement in accordance and consistent with each of the following (unless the context requires otherwise): (A) permitted plans and specifications applicable to each Facility; (B) the manufacturer's recommendations with respect to all equipment and all maintenance and operating manuals or service agreements, whenever furnished or entered into, including any subsequent amendments or replacements thereof, issued by the manufacturer, provided they are consistent with generally accepted practices in the fuel cell industry; (C) the requirements of all applicable insurance policies; (D) preserving all rights to any incentive payments, warranties, indemnities or other rights or remedies, and enforcing or assisting with the enforcement of the applicable warranties, making or assisting in making all claims with respect to all insurance policies; (E) all Legal Requirements and Permits/Governmental Approvals, (F) the PJM Agreements and the DPL Agreements; (G) any applicable provisions of the Site Leases, including any landlord rules and regulations, and (H) Prudent Electrical Practices (collectively, the Performance Standards); provided, however, that meeting these requirements shall not relieve Operator of its other obligations under this Agreement. 17

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Section 2.17 Rights to Deliverables. Owner agrees that Operator shall retain all rights, title and interest, including intellectual property rights, in any Training Materials in connection with the services performed hereunder. Operator grants to Owner the limited right to use any Training Materials which are provided under this Agreement, and Owner agrees that upon termination of this Agreement for any reason, Owner shall return all Training Materials, including any copies, to Operator. Owner will not make copies nor will it permit its employees, contractors, affiliates, or representatives to make copies of any Training Materials without Operator's prior written consent. Training Materials means any and all materials, documentation, notebooks, forms, diagrams, manuals and other written materials and tangible objects, describing how to maintain the Facilities, including any corrections, improvements and enhancements thereto to the Bloom Systems which are delivered by Operator to Owner, but excluding any data and reports delivered to Owner.

Section 2.18 Appointment of Service Provider. Operator may appoint an unrelated third party, who is appropriately qualified, licensed, and financially responsible, to operate and maintain the Facilities throughout the Term (a Service Provider). Operator shall submit such appointment of any Service Provider to Owner for its prior written approval, which approval shall not be unreasonably withheld or delayed, and if applicable, to PJM and/or DPL. No such appointment nor the approval thereof by Owner, however, shall relieve Operator of any liability, obligation, or responsibility resulting from a breach of this Agreement.

Section 2.19 Operating Budget. Operator shall operate and maintain the Portfolio, or cause the Portfolio to be operated and maintained, within amounts for (a) any Operating Budget Category (as defined in the Credit Documents) that is applicable to the Facility Services not to exceed 110% (on a year-to-date basis) and (b) for all Operating Budget Categories (or such Operating Budget Categories applicable to the Facility Services) not to exceed 105% (on a year- to-date basis), in each case of the amounts budgeted therefor as set forth in the then-current Annual Operating Budget (as defined in the Credit Documents).

ARTICLE 3 TERM

Section 3.1 Term. The term of this Agreement (the Term) (a) shall commence on the first day of the Warranty Period for the first Bloom System to achieve Commencement of Operation and (b) shall, unless terminated earlier under Section 4.1 of this Agreement or unless extended by mutual agreement of the Parties, terminate on the date that is the last day of the Warranty Period for the last Bloom System to achieve Commencement of Operation. 18

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ARTICLE 4 TERMINATION

Section 4.1 Default.

(a) Operator Default. Any of the following shall constitute an Operator Default:

(i) If Operator: (a) admits in writing its inability to pay its debts generally as they become due; (b) files a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any State, district or territory thereof; (c) makes an assignment for the benefit of creditors; (d) consents to the appointment of a receiver of the whole or any substantial part of its assets; (e) has a petition in bankruptcy filed against it, and such petition is not dismissed within ninety (90) days after the filing thereof; or if (f) a court of competent jurisdiction enters an order, judgment, or decree appointing a receiver of the whole or any substantial part of Operator's assets, and such order, judgment or decree is not vacated or set aside or stayed within ninety (90) days from the date of entry thereof; or (g) under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the whole or any substantial part of Operator's assets and such custody or control is not terminated or stayed within ninety (90) days from the date of assumption of such custody or control;

(ii) unless due to a Force Majeure Event, the failure of Operator to perform or cause to be performed any other obligation required to be performed by Operator under this Agreement, or the failure of any representation and warranty set forth herein to be true and correct in all material respects as and when made; provided, however, that if such failure by its nature can be cured, then Operator shall have a period of thirty (30) days after receipt of written notice of such failure to cure the same and a Operator Default shall not be deemed to exist during such period; provided, further, that if Operator commences to cure such failure during such period and is diligently and in good faith attempting to effect such cure, said period shall be extended for sixty (60) additional days; or

(iii) a Force Majeure Event occurs which prevents Operator from performing its material obligations under this Agreement for a continuous period of at least one hundred eighty (180) days and Owner reasonably concludes such prevention is not reasonably likely to be remedied within a further period of one hundred eighty (180) days.

(b) Owner Default. Any of the following shall constitute an Owner Default:

(i) The failure of Owner to pay any amounts owing to Operator on or before the day following the date on which such amounts are due and payable under the terms of this Agreement and Owner's failure to cure each such failure within ten (10) days after Owner receives written notice from Operator of each such failure; or

(ii) unless due to a Force Majeure Event, the failure of Owner to perform or cause to be performed any other obligation required to be performed by Owner under this Agreement, or the failure of any representation and warranty set forth herein to be true and correct in all material respects as and when made; provided, however, that if such failure by its nature can be cured, then Owner shall have a period of thirty (30) days after receipt of written notice of such failure to cure the same and an Owner Default shall not 19

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be deemed to exist during such period; provided, further, that if Owner commences to cure such failure during such period and is diligently and in good faith attempting to effect such cure, said period shall be extended for sixty (60) additional days.

(c) Owner's Remedies Upon Occurrence of a Operator Default. If an Operator Default has occurred under Section 4.1(a)(i) or (a)(iii), Owner may terminate this Agreement by written notice, and assert all rights and remedies available to Owner under Legal Requirements subject to the limitations of liability set forth in Section 7.1. If an Operator Default has occurred under Section 4.1(a)(ii), Owner may terminate this Agreement only with respect to those Bloom Systems for which such Operator Default occurred (unless such Operator Default relates to ten (10) or more Bloom Systems, in which case Owner may terminate this Agreement with respect to all Bloom Systems) by written notice, and assert all rights and remedies available to Owner under Legal Requirements (other than the termination or suspension of this Agreement in its entirety, except where ten (10) or more Bloom Systems are involved), subject to the limitations of liability set forth in Section 7.1.

(d) Operator's Remedies Upon Owner Default.

(i) If an Owner Default has occurred under Section 4.1(b)(i) or (b)(ii), Operator may terminate this Agreement only with respect to those Bloom Systems for which such Owner Default occurred (unless such Owner Default relates to ten (10) or more Bloom Systems, in which case Operator may terminate this Agreement with respect to all Bloom Systems) by written notice, and assert all rights and remedies available to Operator under Legal Requirements (other than the termination or suspension of this Agreement in its entirety, except where ten (10) of more Bloom Systems are involved), subject to the limitations of liability set forth in Section 7.1.

(e) Preservation of Rights. Termination of this Agreement shall not affect any rights or obligations as between the Parties which may have accrued prior to such termination or which expressly or by implication are intended to survive termination whether resulting from the event giving rise to termination or otherwise.

Section 4.2 Termination of Warranties. Notwithstanding anything to the contrary in this Agreement or the MESPA, each of the Facility Service Warranty, the Efficiency Warranty, and the Power Performance Warranty shall terminate with respect to a Bloom System immediately upon termination of the Warranty Period for such Bloom System; provided that any claims under this Agreement that accrued before such termination shall survive such termination until the resolution of those claims. Operator shall be under no obligation for any Facility Service Warranty, Efficiency Warranty or Power Performance Warranty for a Bloom System during any period for which such Bloom System's Service Fees have not been paid in full.

Section 4.3 Replacement of Agreement. Notwithstanding anything to the contrary in this Agreement and in furtherance of continuing qualification under the QFCP-RC Tariff, in the event of the early termination of this Agreement pursuant to Article 4 hereof, BE and Operator agree to use commercially reasonable efforts to cooperate with Owner to facilitate Owner 20

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entering into a new agreement with a third party operator governing operation and maintenance services to be provided to Owner on terms substantially similar to the terms of this Agreement, so that such replacement Operator shall be deemed a QFCP.

ARTICLE 5 DATA ACCESS

Section 5.1 Access to Data and Meters. Throughout the Term, and thereafter to the extent relevant to calculations necessary for periods prior to the end of the Term and subject to any confidentiality obligation owed to any third party and/or any restrictions on the disclosure of information which may be subject to intellectual property rights restricting disclosure:

(a) Owner shall grant Operator access to all data relating to the electricity production of each Bloom System, it being understood that it is Operator's responsibility to determine the performance of the Bloom System, and any other calculations as required under this Agreement, and that it is Owner's responsibility to handle all accounting and invoicing activities; and

(b) Owner shall allow Operator access to all data from all Facility Meters.

Operator shall be entitled to use the foregoing data for its internal purposes and make such data available to third parties for analysis.

ARTICLE 6 INDEMNITY

Section 6.1 Indemnification of Operator by Owner. Owner shall indemnify, defend and hold harmless Operator, its officers, directors, employees, shareholders, Affiliates and agents (each, a Operator Indemnitee) from and against any and all Indemnifiable Losses asserted against or suffered by any Operator Indemnitee arising out of any Third Party Claims against a Operator Indemnitee to the extent arising out of or in connection with (i) Owner's breach of its representations, warranties or covenants in this Agreement, (ii) the negligent or intentional acts or omissions of Owner or its subcontractors, agents or employees or others under Owner's control or (iii) a breach by Owner of its obligations hereunder, provided that Owner shall have no obligation to indemnify Operator for any negligence, fraud or willful misconduct of any Operator Indemnitee or the breach by Operator of any Operator Indemnitee of its covenants and warranties under this Agreement or any other Transaction Document.

Section 6.2 Indemnification of Owner by Operator. Operator shall indemnify, defend and hold harmless Owner, its members, managers, officers, directors, employees, Affiliates and agents (each, an Owner Indemnitee) from and against any and all Indemnifiable Losses asserted against or suffered by any Owner Indemnitee arising out of any Third Party Claims against an Owner Indemnitee to the extent arising out of or in connection with (i) Operator's breach of its representations, warranties or covenants in this Agreement, (ii) the negligent or intentional acts or omissions of Operator or its subcontractors, agents or employees or others under Operator's control or (iii) a breach by Operator of its obligations hereunder; provided that 21

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Operator shall have no obligation to indemnify Owner for any negligence, fraud or willful misconduct of any Owner Indemnitee, the breach by Owner of its covenants and warranties under this Agreement or the inability to utilize any tax benefits (for the avoidance of doubt, the Grant is not considered a tax benefit).

Section 6.3 Indemnity Claims Procedure. If any indemnifiable claim is brought against a Party (the Indemnified Party), then the other Party (the Indemnifying Party) shall be entitled to participate in, and, unless in the opinion of counsel for the Indemnifying Party a conflict of interest between the Parties may exist with respect to such claim, assume the defense of such claim, with counsel reasonably acceptable to the Indemnifying Party. If the Indemnifying Party does not assume the defense of the Indemnified Party, or if a conflict precludes the Indemnifying Party from assuming the defense, then the Indemnifying Party shall reimburse the Indemnified Party on a monthly basis for the Indemnified Party's defense through separate counsel of the Indemnified Party's choice. Even if the Indemnifying Party assumes the defense of the Indemnified Party with acceptable counsel, the Indemnifying Party, at its sole option, may participate in the defense, at its own expense, with counsel of its own choice without relieving the Indemnifying Party of any of its obligations hereunder.

Section 6.4 No Duplication of Claims. Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge and agree that no claiming or indemnified party shall be entitled to a double recovery under the indemnification provisions of this Agreement and the indemnification provisions of the MESPA.

ARTICLE 7 LIMITATIONS ON LIABILITY

Section 7.1 Aggregate Limit of Liability.

(a) Notwithstanding anything to the contrary in this Agreement, in no event shall a Party be liable to the other Party for an aggregate amount in excess of the Maximum Liability; provided that such limitation of liability shall not apply to any liability that is the result of (i) gross negligence, fraud or willful misconduct of a Party, (ii) a Third Party Claim, (iii) the failure to pay the Service Fees (which amount shall not be included in calculating Owner's Maximum Liability), (iv) a claim of Owner against BE or Operator in the event of any breach, default or misrepresentation of any representation and warranty or covenant set forth in Section 8.2(e) or (v) a claim of Owner against BE or Operator under Section 2.8. Subject always to the Maximum Liability limitations set forth in the preceding sentence, except for damages specifically provided for in this Agreement or in connection with the indemnification for damages awarded to a third party under a Third Party Claim, damages hereunder are limited to direct damages, and in no event shall a Party be liable to the other Party, and the Parties hereby waive claims, for (a) indirect, punitive, special or consequential damages or loss of profits; provided, however, that the loss of profits language set forth in this Section 7.1 shall not be interpreted to exclude from Indemnifiable Losses any claim, demand, suit, loss, liability, damage, obligation, payment, cost or expense (including the cost and expense of any action, suit, proceeding, assessment, judgment, settlement or compromise relating thereto and reasonable attorneys' fees and reasonable 22

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disbursements in connection therewith) that would otherwise be included in the definition of Indemnifiable Losses because they result from a reduction in the profits of Owner, Diamond State Generation Holdings, LLC, or both, and (b) losses or liabilities incurred by the officers, directors, members, managers, partners, shareholders or Affiliates of such Party (unless on behalf of Owner).

(b) Notwithstanding anything to the contrary provided herein, in no event shall Operator be liable under this Agreement (including with respect to its obligations related to the Facility Service Warranty, the Power Performance Warranty or Warranty Specification) for (i) any failure of or damage to the Bloom System or (ii) any obligations on the part of Operator (including internal rate of return or other financial metrics or any obligations to deliver power to Owner or service the Bloom System) caused by or arising from (A) Owner's (as opposed to Operator or Operator's Affiliate or subcontractor acting as operator under this Agreement) failure to properly protect the Bloom Systems from vandalism or other third- party's actions or omissions, (B) Owner's (as opposed to Operator or Operator's Affiliate or subcontractor acting as operator under this Agreement) failure to use the specified input fuel; (C) Owner's (as opposed to Operator or Operator's Affiliate or subcontractor acting as operator under this Agreement) removal of any safety devices, (D) Force Majeure Events, (E) installation, operation, repair or modification of the Bloom Systems by anyone other than Operator or Operator's authorized agents or Owner's operator acting pursuant to a operating and maintenance agreement provided such operator is acting in accordance with Prudent Electrical Practices and information or materials supplied by Operator or its Affiliates, or (F) any defect in construction materials or workmanship of the BOF or any deficiency in design of the BOF by BE, provided that the exclusions in this clause (F) shall not extend to any warranty claim to the extent caused by or arising from (1) any defect in construction materials or workmanship of the BOF or (2) any deficiency in design of the BOF by BE, in each case during the period while the MESPA Section 8.2(b) Warranty is in effect. OPERATOR SHALL NOT BE RESPONSIBLE FOR DAMAGE TO BLOOM SYSTEMS OR THEIR COMPONENTS DUE TO THEIR OPENING OR MODIFICATION BY OWNER OR ANYONE OTHER THAN OPERATOR, OPERATOR'S AFFILIATE, THE SERVICE PROVIDER OR SUBCONTRACTOR, ACTING AS OPERATOR UNDER THIS AGREEMENT, ANY PERSON ACTING AS AN OPERATOR UNDER THIS AGREEMENT (OR ANY SUCCESSOR AGREEMENT TO THIS AGREEMENT) OR ANY OF SUCH PERSON'S REPRESENTATIVES. Except for Owner's payment of money to Operator, and subject to Section 9.19 hereof, neither Party shall be liable under any circumstance, nor be deemed to be in breach of this Agreement, for any delay or failure in performance or interruption of service resulting from any Force Majeure Event, or any other cause or causes which are beyond such Party's reasonable control.

Section 7.2 No Duplication of Claims. Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge and agree that the limitations of liability set forth in this Agreement and the MESPA are to be calculated on an aggregate basis taking into account all claims (if any) made under this Agreement and the MESPA. 23

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ARTICLE 8 REPRESENTATIONS AND WARRANTIES

Section 8.1 Representations and Warranties of Owner. Owner represents and warrants to Operator as follows:

(a) Organization. Owner is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware and has all requisite limited liability company power and authority to own, lease, and operate its business as currently conducted.

(b) Authority. Owner has full limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery by Owner of this Agreement and the consummation by Owner of the transactions contemplated hereby have been duly and validly authorized by all necessary limited liability company action required on the part of Owner and this Agreement has been duly and validly executed and delivered by Owner. This Agreement constitutes the legal, valid and binding agreement of Owner, enforceable against Owner in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law).

(c) Consents and Approvals: No Violation. Neither the execution, delivery and performance by Owner of this Agreement nor the consummation by Owner of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the Certificate of Formation or the limited liability company agreement of Owner, or (ii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material agreement or other instrument or obligation to which Owner is a party or by which any of its assets are bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or (iii) constitute violations of any law, regulation, order, judgment or decree applicable to Owner.

(d) Legal Proceedings. There are no pending or, to Owner's knowledge, threatened claims, disputes, governmental investigations, suits, actions (including non-judicial real or personal property foreclosure actions), arbitrations, legal, administrative or other proceedings of any nature, domestic or foreign, criminal or civil, at law or in equity, by or against or otherwise affecting Owner which challenges the enforceability of this Agreement or the ability of Owner to consummate the transactions contemplated hereby.

(e) DISCLAIMERS. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS SECTION 8.1 AND THE OTHER TRANSACTION DOCUMENTS, OWNER EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO THE TRANSACTIONS CONTEMPLATED UNDER THIS AGREEMENT. 24

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





Section 8.2 Representations and Warranties of Operator. Operator represents and warrants to Owner as follows:

(a) Incorporation; Qualification. Operator is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease, and operate its business as currently conducted. Operator is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction that its business, as currently being conducted, shall require it to be so qualified, except where the failure to be so qualified would not have a material adverse effect on Operator's ability to perform its obligations under this Agreement.

(b) Authority. Operator has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated thereby. The execution and delivery by Operator of this Agreement and the consummation by Operator of the transactions contemplated thereby have been duly and validly authorized by all necessary corporate action required on the part of Operator and this Agreement have been duly and validly executed and delivered by Operator. This Agreement constitutes the legal, valid and binding agreement of Operator, enforceable against Operator in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law).

(c) Consents and Approvals; No Violation. Neither the execution, delivery and performance of this Agreement nor the consummation by Operator of the transactions contemplated thereby will (i) conflict with or result in any breach of any provision of the certificate of incorporation or bylaws of Operator, (ii) with or without the giving of notice or lapse of time or both, conflict with, result in any violation or breach of, constitute a default under, result in any right to accelerate, result in the creation of any Lien on Operator's assets, or create any right of termination under the conditions or provisions of any note, bond, mortgage, indenture, material agreement or other instrument or obligation to which Operator is a party or by which it, or any material part of its assets may be bound, in each case that would individually or in the aggregate result in a Material Adverse Change with respect to Operator; or (iii) constitute violations of any law, regulation, order, judgment or decree applicable to Operator, which violations, individually or in the aggregate, would result in a Material Adverse Change with respect to Operator.

(d) Legal Proceedings. There are no pending or, to Operator's knowledge, threatened claims, disputes, governmental investigations, suits, actions (including non-judicial real or personal property foreclosure actions), arbitrations, legal, administrative or other proceedings of any nature, domestic or foreign, criminal or civil, at law or in equity, by or against or otherwise affecting Operator which challenges the enforceability of this Agreement or the ability of Operator to consummate the transactions contemplated thereby. 25

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





(e) QFCP Tariff. Operator represents and warrants to Owner that, during the Term, the Portfolio shall not fail to receive full payment and service under the Tariffs for any of the following reasons:

(i) Operator shall not remain a Qualified Fuel Cell Provider throughout the original term of the QFCP Tariff.

(ii) Operator shall take any action which causes or is likely to cause: (i) Owner not to qualify (or lose qualification) for service under the QFCP Tariff or (ii) the Portfolio not to qualify (or lose qualification) as a Qualified Fuel Cell Project.

(iii) Operator shall have not complied with any of its obligations under the Letter Agreement (including, if so required by the State of Delaware, posting the security referred to in the Letter Agreement upon or prior to the Commencement of Operation of the first Bloom System).

(f) DISCLAIMERS. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS SECTION 8.2 AND THE OTHER TRANSACTION DOCUMENTS, OPERATOR EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO THE TRANSACTIONS CONTEMPLATED UNDER THIS AGREEMENT.

ARTICLE 9 MISCELLANEOUS

Section 9.1 Amendment and Modification. This Agreement may be amended, modified or supplemented only by written agreement of Owner and Operator. To the extent that this Agreement must be modified in order to maintain service under the Tariffs, the Parties shall exercise their commercially reasonable efforts to amend the Agreement to continue such service.

Section 9.2 Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the Parties to comply with any obligation, covenant, agreement or condition herein may be waived by the Party entitled to the benefits thereof only by a written instrument signed by the Party granting such waiver, but any such waiver of such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent failure to comply therewith. 26

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





Section 9.3 Notices. All notices and other communications hereunder shall be in writing and shall be deemed given when received if delivered personally or by facsimile transmission with completed transmission acknowledgment, or when delivered or when delivery is refused if mailed by overnight delivery via a nationally recognized courier or registered or certified first class mail (return receipt requested), postage prepaid, to the recipient Party at its below address (or at such other address or facsimile number for a Party as shall be specified by like notice; provided; however, that notices of a change of address shall be effective only upon receipt thereof): To Operator: Bloom Energy Corporation 1299 Orleans Drive Sunnyvale, CA 94089-1137 Attention: [***] Telephone: [***] Fax: [***] Email: [***]

To Owner: Diamond State Generation Partners, LLC c/o Bloom Energy Corporation 1299 Orleans Drive Sunnyvale, CA 94089-1137 Attention: [***] Telephone: [***] Fax: [***]

Section 9.4 Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns (including by operation of law), but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any Party, whether by operation of law or otherwise, without the prior written consent of the other Party; provided that either Party may collaterally assign its rights under this Agreement to any party providing debt or equity financing to such Party without the consent of the other Party. Notwithstanding the foregoing sentence, Operator shall be entitled to assign its right, title and interest in and to this Agreement to an Affiliate under common ownership with Operator; provided that such assignment will not disqualify or otherwise impair either the Owner or the Portfolio from receiving service under the QFCP-RC Tariff.

Section 9.5 Dispute Resolution: Governing Law. In the event a dispute, controversy or claim arises hereunder, including any claim whether in contract, tort (including negligence), strict product liability or otherwise, the aggrieved Party will promptly provide written notification of the dispute to the other Party within ten (10) days after such dispute arises. Thereafter, a meeting shall be held promptly between the Parties, attended by representatives of the Parties with decision-making authority regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute. If the Parties are not successful in resolving a dispute within twenty-one (21) days, then, subject to the limitations on remedies set forth in Section 4.1 and Article 7, either Party may pursue whatever rights it has available under this Agreement, at law or in equity.

Section 9.6 Governing Law, Jurisdiction, Venue. THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). THE PARTIES HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION

[***] Confidential Treatment Requested 27

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





OF ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY, NEW YORK WITH RESPECT TO ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING RELATING TO A DISPUTE AND FOR ANY COUNTERCLAIM WITH RESPECT THERETO.

Section 9.7 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures delivered by facsimile will be considered original signatures, and each Party shall thereafter promptly deliver original signatures to the other Party.

Section 9.8 Interpretation. The articles, section and schedule headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the Parties and shall not in any way affect the meaning or interpretation of this Agreement.

Section 9.9 Appendices and Exhibits. Except as otherwise provided in this Agreement, all exhibits and appendices referred to herein are intended to be and hereby are specifically made a part of this Agreement.

Section 9.10 Entire Agreement.

(a) This Agreement, the MESPA and the exhibits, schedules, documents, certificates and instruments referred to herein and therein, embody the entire agreement and understanding of the Parties in respect of the transactions contemplated by this Agreement.

(b) Each Party acknowledges that, in agreeing to enter into this Agreement, it has not relied on any representation, warranty, collateral contract or other assurance (except those repeated in this Agreement and any other agreement entered into on the date of this Agreement between the Parties) made by or on behalf of any other Party at any time before the signature of this Agreement. Each Party waives all rights and remedies which, but for this clause (b), might otherwise be available to it in respect of any such representation, warranty, collateral contract or other assurance.

Section 9.11 Construction of Agreement. The terms and provisions of this Agreement represent the results of negotiations between Owner and Operator, each of which has been represented by counsel of its own choosing, and neither of which has acted under duress or compulsion, whether legal, economic or otherwise. Accordingly, the terms and provisions of this Agreement shall be interpreted and construed in accordance with their usual and customary meanings, and Owner and Operator hereby waive the application in connection with the interpretation and construction of this Agreement of any rule of law to the effect that ambiguous or conflicting terms or provisions contained in this Agreement shall be interpreted or construed against the Party whose attorney prepared the executed draft or any earlier draft of this Agreement. 28

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





Section 9.12 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party.

Section 9.13 Attorneys' Fees. If any action or proceeding to enforce this Agreement or any provision hereof is brought by any Party, the prevailing Party shall be entitled to recover from the non prevailing Party its attorneys' fees and its costs and expenses of suit, including actual attorneys' and consultants' fees. In the event that any Party secures a judgment in any proceeding brought to enforce or interpret this Agreement, then any cost of expense incurred in enforcing or in successfully appealing from such judgment, including actual attorneys' fees shall be paid by the Party against whom such judgment has been rendered or against whom an appeal is won, and shall be recoverable separately from and in addition to any other amount included in such judgment.

Section 9.14 Further Assurances. Each Party agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions, and conditions of this Agreement and the transactions contemplated by this Agreement.

Section 9.15 Independent Contractors. The Parties acknowledge that, save as expressly set out in this Agreement to the contrary, each Party is entering into this Agreement as an independent contractor and nothing in this Agreement shall be interpreted or applied so as to make the relationship of any of the Parties that of partners, joint ventures or anything other than independent contractors.

Section 9.16 No Contract for the Sale of Goods. Both Parties agree that this Agreement relates predominantly to the rendition of services accompanied only by the incidental sale of parts for the Bloom Systems; and therefore, this Agreement is not subject to the Delaware Uniform Commercial Code or any other commercial code for the sale of goods. The Parties expressly disclaim, to the extent permitted under applicable law, any and all provisions of the Uniform Commercial Code of any state or other applicable law relating to the commercial sale of goods.

Section 9.17 Time of Essence. Time is of the essence with respect to all matters contained in this Agreement.

Section 9.18 Confidentiality.

(a) Confidential Information. Subject to the other terms of this Section 9.18. the Parties shall, and shall cause their Affiliates and their respective stockholders, members, Subsidiaries and Representatives to, hold confidential all information they may have or obtain concerning Operator and Owner and their respective assets, business, operations or prospects or this Agreement (the Confidential Information), including, but not limited to, all software, 29

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





documentation, financial, marketing and nonpublic PJM Grid data and other business information, all data related to the internal design and performance of the Bloom Systems and any other material or information that is either marked as confidential or disclosed under circumstances that one would reasonably expect it to be confidential. Furthermore, Owner agrees that the Bloom Systems and services performed hereunder contain Operator's valuable trade secrets, and further, Owner agrees to maintain the secrecy of and not disclose without the express written permission of Operator any trade secrets which Owner may have received from Operator; provided, however, that Confidential Information shall not include information that (A) is or becomes generally available to the public other than as a result of a disclosure by a Party or any of its Representatives or (B) is or becomes available to a Party or any of its Representatives on a nonconfidential basis prior to its disclosure by the other Party or its Representatives.

(b) Legally Compelled Disclosure. Confidential Information may be disclosed (A) as required or requested to be disclosed by a Party or any of its Affiliates or their respective stockholders, members, subsidiaries or Representatives as a result of any applicable Legal Requirement or rule or regulation of any stock exchange, the Financial Industry Regulatory Authority, Inc. or other regulatory authority or self-regulatory authority having jurisdiction over such Party, (B) as required or requested by the IRS, the Department of Justice or the Office of the Inspector General in connection with a Grant, or tax credits relating thereto, including in connection with a request for any private letter ruling, any determination letter or any audit, or (C) as reasonably required by the DPL Agreements, the PJM Agreements or the Tariffs. If a Party becomes compelled by legal or administrative process to disclose any Confidential Information, such Party shall, to the extent permitted by Legal Requirements, provide the other Party with prompt notice so that the other Party may seek a protective order or other appropriate remedy or waive compliance with the non-disclosure provisions of this Section 9.18(b) with respect to the information required to be disclosed. If such protective order or other remedy is not obtained, or such other Party waive compliance with the non-disclosure provisions of this Section 9.18(b) with respect to the information required to be disclosed, the first Party shall furnish only that portion of such information that it is advised, by opinion of counsel, is legally required to be furnished and shall exercise reasonable efforts, at the expense of the Party whose Confidential Information is being disclosed, to obtain reliable assurance that confidential treatment will be accorded such information, including, in the case of disclosures to the IRS described in clause (B) above, to obtain reliable assurance that, to the maximum extent permitted by applicable Legal Requirements, such information will not be made available for public inspection pursuant to Section 6110 of the Code.

(c) Disclosure to Representatives. Notwithstanding the foregoing, a Party may disclose Confidential Information received by it to its actual or potential financing parties and its and their employees, consultants, legal counsel or agents who have a need to know such information; provided that such Party informs each such Person who has access to the Confidential Information of the confidential nature of such Confidential Information, the terms of this Agreement, and that such terms apply to them. The Parties shall use commercially reasonable efforts to ensure that each such Person complies with the terms of this Agreement and that any Confidential Information received by such Person is kept confidential. 30

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





(d) Other Permitted Disclosures. Nothing herein shall be construed as prohibiting a Party from using such Confidential Information in connection with (i) any claim against another Party and (ii) any exercise by a Party of any of its rights hereunder, (iii) a financing or proposed financing by Operator or Owner or their Affiliates; (iv) a disposition or proposed disposition by Operator or any Affiliate of Operator of all or a portion of such Person's direct or indirect equity interest in Operator and (v) a disposition or proposed disposition by any direct or indirect Affiliate of Owner of all or a portion of such Person's equity interests in Owner; provided that, in the case of items (iii), (iv) and (v), the potential purchaser has entered into a confidentiality agreement with respect to Confidential Information on customary terms used in confidentiality agreements in connection with corporate acquisitions before any such information may be disclosed and such confidentiality agreement has been provided to the non-disclosing Party.

Section 9.19 Force Majeure. If either Party is rendered wholly or partially unable to perform any of its obligations under this Agreement by reason of a Force Majeure Event, that Party (the Claiming Party) will be excused from whatever performance is affected by the Force Majeure Event to the extent so affected; provided, however, that: (i) the Claiming Party, within a reasonable time after the occurrence of such Force Majeure Event gives the other Party notice describing the particulars of the occurrence; (ii) the suspension of performance shall be of no greater scope and of no longer duration than is reasonably required by the Force Majeure Event; (iii) no liability of either Party for an event that arose before the occurrence of the Force Majeure Event shall be excused as a result of the Force Majeure Event; (iv) the Claiming Party shall exercise commercially reasonable efforts to correct or cure the event or condition excusing performance and resume performance of all its obligations; and (v) when the Claiming Party is able to resume performance of its obligations under this Agreement, the Claiming Party shall promptly give the other Party notice to that effect and shall promptly resume performance.

Section 9.20 Right of Offset. Owner at its sole option is hereby authorized to setoff any amounts owed Owner under the MESPA or this Agreement, as applicable, against any amounts owed by Owner to Operator under the MESPA or this Agreement. The rights provided by this paragraph are in addition to and not in limitation of any other right or remedy (including any right to set-off, counterclaim, or otherwise withhold payment) to which a Owner may be entitled (whether by operation of law, contract or otherwise).

Section 9.21 No Liens. To the extent that Operator has actual knowledge that any of its subcontractors has placed any Lien on a Bloom System or the Site for such Bloom System, then Operator shall promptly cause such Liens to be removed or bonded over in a manner reasonably satisfactory to Owner.

Section 9.22 Insurance. At all times during the Term without cost to Owner, Operator shall maintain in force the following insurance, which insurance shall not be subject to cancellation, termination or other material adverse changes unless the insurer delivers to Owner 31

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





written notice of the cancellation, termination or change at least thirty (30) days in advance of the effective date of the cancellation, termination or material adverse change:

(a) Worker's Compensation Insurance as required by the laws of the state where Operator's facilities are located;

(b) Employer's liability insurance with limits not less than One Million Dollars ($1,000,000); and

(c) Commercial General Liability Insurance, including bodily injury and property damage liability including premises operations, contractual liability endorsements, products liability and completed operations with limits not less than Five Million Dollars ($5,000,000).

Operator shall cause Owner (and such additional parties as Owner designates in writing) to be named additional insured(s), must be written as primary policy not contributing to or in excess of any policies carried by the Owner, and each contain a waiver of subrogation endorsement, in form and substance reasonably satisfactory to the Owner, in favor of the Owner.

[Signatures follow on next page] 32

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





IN WITNESS WHEREOF, the Parties have executed this Master Operation and Maintenance Agreement as of the date first above written.

BLOOM ENERGY CORPORATION

By: Name: Title:

[Signature Page to the Master Operation and Maintenance Agreement]

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





DIAMOND STATE GENERATION PARTNERS, LLC

By: Name: William E Brockenborough Title: Vice President

[Signature Page to the Master Operation and Maintenance Agreement]

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





EXHIBIT A to

MASTER OPERATION AND MAINTENANCE AGREEMENT

SERVICE FEES

Exhibit A-1

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





MOMA

Exhibit A

Service Fees

Period

Rate Per kW (nameplate) Per Year

Equivalent Rate Per kWh Year 1 [***] [***] Year 2 [***] [***] Year 3 [***] [***] Year 4 [***] [***] Year 5 [***] [***] Year 6 [***] [***] Year 7 [***] [***] Year 8 [***] [***] Year 9 [***] [***] Year 10 [***] [***] Year 11 [***] [***] Year 12 [***] [***] Year 13 [***] [***] Year 14 [***] [***] Year 15 [***] [***] Year 16 [***] [***] Year 17 [***] [***] Year 18 [***] [***] Year 19 [***] [***] Year 20 [***] [***] Year 21 [***] [***] [***] Confidential Treatment Requested

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





EXHIBIT B to

MASTER OPERATION AND MAINTENANCE AGREEMENT

EFFICIENCY BANK OPERATION EXAMPLE CALCULATION

Exhibit B-1

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





Efficiency Bank -MOMA

Exhibit B

Efficiency Bank Operation Example Calculation 2014 Assumptions Number of active Systems 150 Nameplate capacity 200 Hours in the year 8760 Look back period 30 Days BTUs/kWh 3,412 LHV to HHV conversion 1.107 Actual power performance 96%

One-Month Efficiency analysis One-Month Efficiency Warranty 50% Actual system efficiency 56%

Maximum MMbtu 156,643 Actual MMbtu 139,860 MMbtu to be drawn from Efficiency Bank — MMbtu to be deposited into Efficiency Bank 16,783

Efficiency Bank beginning balance 104,429 Change 16,783 Efficiency Bank ending balance [***] [***] Confidential Treatment Requested

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





APPENDIX A to

MASTER OPERATION AND MAINTENANCE AGREEMENT BLOOM SYSTEMS

[Intentionally Omitted] Appendix A-1

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





APPENDIX B to

MASTER OPERATION AND MAINTENANCE AGREEMENT

Minimum Power Product Example Calculation Appendix B-1

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





Minimum Power Product - MOMA

MOMA

Appendix B

Sample One-Month Minimum Power Product Example Calculation 2014 Assumptions Number of active Systems 150 Nameplate capacity 200kW One-Month Power Performance Warranty 85%

Minimum Power Product Analysis

Minimum Power Product 25,500kW

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





Minimum Power Product - MOMA

MOMA

Appendix B

Sample One-Year Minimum Power Product Example Calculation 2014 Assumptions Number of active Systems 150 Nameplate capacity 200kW One-Year Power Performance Warranty 95%

One-Year Minimum Power Product Analysis

Minimum Power Product 28,500kW

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





APPENDIX C to

MASTER OPERATION AND MAINTENANCE AGREEMENT

Facilities1

All Bloom Systems now or hereafter purchased under the MESPA from and after the date such Bloom Systems are purchased, and including without limitation those Bloom Systems detailed in the chart below from time to time, together with the BOF installed in connection with each such Bloom System at each Site. Serial No. Site Location Bloom System Capacity Brookside 3MW Total IOM-5700-00076 0.2MW PWM-5700-00416-SH PWM-5700-00417-SH PWM-5700-00418-SH PWM-5700-00419-SH PWM-5700-00420-SH PWM-5700-00421-SH IOM-5700-00077 0.2MW PWM-5700-00422-SH PWM-5700-00423-SH PWM-5700-00424-SH PWM-5700-00425-SH PWM-5700-00426-SH PWM-5700-00427-SH IOM-5700-00078 0.2MW PWM-5700-00428-SH PWM-5700-00429-SH PWM-5700-00430-SH 1 Includes Safe Harbor Systems, Bloom Systems to be ordered and delivered in Q2 2012.

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





PWM-5700-00431-SH PWM-5700-00432-SH PWM-5700-00433-SH TBD - Brookside 4 0.2MW TBD - Brookside 5 0.2MW TBD - Brookside 6 0.2MW TBD - Brookside 7 0.2MW TBD - Brookside 8 0.2MW TBD - Brookside 9 0.2MW TBD - Brookside 10 0.2MW TBD - Brookside 11 0.2MW TBD - Brookside 12 0.2MW TBD - Brookside 13 0.2MW TBD - Brookside 14 0.2MW TBD - Brookside 15 0.2MW

Red Lion 5.8MW Total IOM-5700-00079 0.2MW PWM-5700-00434-SH PWM-5700-00435-SH PWM-5700-00436-SH PWM-5700-00437-SH PWM-5700-00438-SH PWM-5700-00439-SH IOM-5700-00080 0.2MW PWM-5700-00440-SH PWM-5700-00441-SH PWM-5700-00442-SH PWM-5700-00443-SH PWM-5700-00444-SH PWM-5700-00445-SH Delaware001 0.2MW

Red Lion 2.8MW Total Delaware002 0.2MW 2

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





Red Lion 7.2MW Total Delaware003 0.2MW Delaware004 0.2MW

Red Lion 11.2MW Total Delaware005 0.2MW Delaware006 0.2MW Delaware007 0.2MW 3

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





APPENDIX D to

OPERATION AND MAINTENANCE AGREEMENT

Power Performance Warranty Claim Example Calculation Appendix D-1

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





Performance - MOMA

MOMA

Appendix D

Sample One-Month Power Performance Warranty Claim Example Calculation 2014 Assumptions Number of active Systems 150 Nameplate capacity 200 Hours in the year 8760 Look back period 30 Days

One-Month Power Performance Warranty analysis One-Month Power Performance Warranty 85% Actual system output 80%

Minimum kWh 18,360,000 Actual kWh 17,280,000 Underperformance (kWh) 1,080,000

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





Performance - MOMA

Appendix D

Sample One-Year Power Performance Warranty Claim Example Calculation 2015 Assumptions Number of active Systems 150 Nameplate capacity 200 Hours in the year 8760 Look back period 365 Days Project COE - Applicable QFCP-RC Tariff disbursement rate $ [***] /kWh

One-Year Power Performance Warranty analysis One-Year Power Performance Warranty 95% Actual system output 80%

Minimum kWh 249,660,000 Actual kWh 210,240,000 Underperformance (kWh) 39,420,000

Power Performance Warranty Payment $ [***] [***] Confidential Treatment Requested

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





APPENDIX E to

OPERATION AND MAINTENANCE AGREEMENT

Efficiency Warranty Claim Example Calculation Appendix E-1

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





Efficiency - MOMA MOMA

Appendix E

Sample One-Month Efficiency Warranty Claim Example Calculation 2014 Assumptions Number of active Systems 150 Nameplate capacity 200 Hours in the year 8760 Look back period 30 Days BTUs/kWh 3,412 LHV to HHV conversion 1.107 Actual power performance 96%

One-Month Efficiency analysis One-Month Efficiency Warranty 50% Actual system efficiency 48%

Maximum MMbtu 156,643 Actual MMbtu 163,170 MMbtu to be drawn from Efficiency Bank (6,527) MMbtu to be deposited into Efficiency Bank —

Efficiency Bank beginning balance 104,429 Change (6,527) Efficiency Bank ending balance [***] [***] Confidential Treatment Requested

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





APPENDIX F to

OPERATION AND MAINTENANCE AGREEMENT

Gas Payment Shortfall Claim Example Calculation Appendix F-1

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018





Gas Payment - MOMA

Appendix F

Sample Gas Payment Shortfall Claim Example Calculation 2015 Assumptions Number of active Systems 150 Nameplate capacity 200 Hours in the year 8760 Look back period 30 Days BTUs/kWh 3,412 LHV to HHV conversion 1.107 Actual power performance 96% Cost of gas - Price charged under Gas Tariff for relevant period $ [***] /MMbtu

Gas Shortfall analysis One-Month Efficiency Warranty 50% Actual system efficiency 40%

Maximum MMbtu 156,643 Actual MMbtu 195,804 MMbtu to be drawn from Efficiency Bank (39,161) MMbtu to be deposited into Efficiency Bank —

Efficiency Bank beginning balance 30,000 Change (39,161) Efficiency Bank shortfall (9,161)

Gas Shortfall payment $ [***] [***] Confidential Treatment Requested

Source: BLOOM ENERGY CORP, DRS/A (on S-1), 3/21/2018 
Question: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?

Output: written notice of the cancellation, termination or change at least thirty (30) days in advance of the effective date of the cancellation, termination or material adverse change:

(a) Worker's Compensation Insurance as required by the laws of the state where Operator's facilities are located;

(b) Employer's liability insurance with limits not less than One Million Dollars ($1,000,000); and

(c) Commercial General Liability Insurance, including bodily injury and property damage liability including premises operations, contractual liability endorsements, products liability and completed operations with limits not less than Five Million Dollars ($5,000,000).


Input: Consider Input: SPONSORSHIP AGREEMENT

THIS AGREEMENT, dated for reference March 13, 1996, is made

BETWEEN:

                  HEALTHCARE CAPITAL CORP., a corporation  incorporated pursuant                   to the laws of the  Province  of Alberta  and having an office                   located at 1120-595 Howe Street, Vancouver,  British Columbia,                   V6B 1N2

                                                                (the Issuer);

AND:

                  C.M. OLIVER & COMPANY LIMITED, a company amalgamated under the                   laws of British  Columbia,  having its head  office at the 2nd                   Floor, 750 West Pender Street,  Vancouver,  British  Columbia,                   V6C 1B5

                                                                (the Sponsor).

WHEREAS:

A. The Issuer wishes to distribute to residents of British  Columbia and Alberta units,  comprised  of one common  share and one share  purchase  warrant,  to be issued on the exercise of previously issued special  warrants,  on the terms and conditions  described  in the  prospectus  of the  Issuer  to be filed  with the British Columbia  Securities  Commission and the Alberta  Securities  Commission (the Prospectus);

B. The Sponsor is an investment dealer based in Vancouver and is a member of the Vancouver,  Alberta,  Toronto and Montreal  stock  exchanges  and of the Pacific District of the Investment Dealers Association of Canada, and is registered as a dealer under the Securities Act (British Columbia);

C. The Sponsor is prepared,  on and subject to the terms and  conditions of this Agreement, to conduct an investigation of the organization, management, business and affairs of the Issuer,  sufficient to enable it to sign the  certificate for the final Prospectus of the Issuer.

THEREFORE, the parties agree:

1.                INTERPRETATION

1.1               Defined Terms

In this Agreement:

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                  (a)      Distribution  means the  distribution by the Issuer                            of the Units to holders of the  Securities  under the                            Prospectus  and   distribute  has  a  corresponding                            meaning;

                  (b)      Finders'   Special   Warrants   means  the  Special                            Warrants  issued  by the  Issuer  as a  finders'  fee                            pursuant  to a  private  placement  completed  by the                            Issuer on February 28, 1996;

                  (c)      Indemnified   Parties   means  the   Sponsor,   its                            affiliates and their respective directors,  officers,                            employees and agents;

                  (d)      Issuer means HealthCare Capital Corp.;

                  (e)      Marketing  Materials means any marketing  materials                            to be used in connection with the Offering;

                  (f)      material     change,     material     fact    and                            misrepresentation   have  the  respective  meanings                            assigned in the Securities Act (British Columbia);

                  (g)      Offering means the offering,  sale and distribution                            of the Securities pursuant to the Prospectus;

                  (h)      Prospectus means the final prospectus of the Issuer                            to  be  filed  with  the  Securities  Commissions  in                            connection with the Offering;

                  (i)      Related  Agreements means any contract which may be





                           regarded as material to the  purchase of  Securities,                            each   as   more   particularly   described   in  the                            Prospectus;

                  (j)      Securities  means the 1,870,000 Units of the Issuer                            issuable   pursuant  to  the  Special   Warrants  and                            additional   35,750  Units  of  the  Issuer  issuable                            pursuant to the  Finders'  Special  Warrants  offered                            under the Prospectus;

                  (k)      Securities Commissions means the Alberta Securities                            Commission  and  the  British   Columbia   Securities                            Commission;

                  (l)      Securities  Law means  collectively  the applicable                            laws,  regulations,  policies and prescribed forms of                            Alberta   and  British   Columbia   relating  to  the                            distribution of the Securities;

                  (m)      Security Holder means any person whose subscription                            for  Securities  is accepted  by the  Issuer,  or any                            subsequent transferee or successor of such person;

                  (n)      Sponsor means C.M. Oliver & Company Limited; and

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                  (o)      Special  Warrants  means  the  outstanding  special                            warrants  of the  Issuer  each such  special  warrant                            entitling the acquisition of one common share and one                            non-transferable  share purchase  warrant to purchase                            one  additional  common  share in the  capital of the                            Issuer.

1.2               Accounting Terms

Any  accounting  terms used  herein  which are not  specifically  defined in the preceding  section 1.1 shall be construed in accordance with generally  accepted Canadian accounting principles.

1.3               Number and Gender

Words  importing  the singular  number  include  plural and vice versa and words importing gender include the masculine, feminine and neuter genders.

1.4               Headings

The  division  of  this  Agreement  into  sections,   subsections,   paragraphs, subparagraphs, schedules and clauses, and the insertion of headings and captions are for  convenience  of reference  only and do not affect the  construction  or interpretation of this Agreement.

1.5               Severability

Any  provision  of this  Agreement  which  may be found to be  prohibited  by or unenforceable  pursuant  to the  laws  of any  jurisdiction  shall,  as to  such jurisdiction,   be  ineffective  to  the  extent  of  such  unenforceability  or prohibition without invalidating the remaining terms and provisions hereof.

1.6               Certificates and Certified Copies

Whenever in this  Agreement  reference is made to a  certificate  or a certified copy to be delivered by a party,  unless specifically  provided otherwise,  such certificate  or certified  copy must be executed by an officer of the party who, by virtue of his office,  is familiar  with the subject of such  certificate  or certified copy and shall certify the completeness, truth and accuracy thereof as of the date of such certificate or certified copy.

1.7               Governing Law

This  Agreement is governed by, and will be construed in  accordance  with,  the laws of British Columbia, Canada.

1.8               Entire Agreement

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                                                     - 4 -

This Agreement,  including any thing expressly incorporated by reference herein, contains all the terms and  conditions  in  connection  with the subject  matter hereof and no other agreements,  written or oral, respecting such subject matter





shall be deemed to exist or to bind any party.

1.9               Currency References

All dollar amounts  referred to in this Agreement are in Canadian dollars unless otherwise specifically provided.

2.                APPOINTMENT OF SPONSOR

2.1               Appointment of Sponsor

The Issuer  appoints  the  Sponsor as sponsor of the  Offering  and the  Sponsor accepts  the  appointment  and agrees to act as sponsor of the Issuer  under the Prospectus on the terms of this Agreement.

2.2               Duties of Sponsor

As sponsor of the Issuer  under the  Prospectus,  the  Sponsor  will  conduct an investigation  of the  organization,  management,  business  and  affairs of the Issuer sufficient,  in its sole discretion, to enable it to determine whether or not it is able to sign the certificate of the Prospectus.

2.3               Signature of Certificate

If,  following  the  investigation  referred to in  subsection  2.2, the Sponsor determines  in its sole  discretion  that it is able to do so, the Sponsor  will sign the  certificate for the  Prospectus,  certifying  that, to the best of its knowledge,  the  Prospectus  contains  full,  true and plain  disclosure  of all material facts relating to the Securities.

2.4               Review of Business

The Issuer will provide,  or cause to be provided,  to the Sponsor,  its counsel and its agents a reasonable  opportunity to conduct such full and  comprehensive review of its business,  capital,  finances,  operations  and  principals as the Sponsor,  in  its  sole  discretion,   considers  reasonably  necessary  in  the circumstances.

2.5               Sponsor's Fee

For the  services  of the  Sponsor as sponsor  of the  Offering  and as full and complete  compensation  therefor,  the Issuer will pay to the Sponsor the sum of $32,100  (inclusive  of  Goods  and  Services  Tax),  the  receipt  of  which is acknowledged by the Sponsor.

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                                                     - 5 -

3.                REPRESENTATIONS AND WARRANTIES

3.1               Representations and Warranties of the Issuer

The Issuer represents and warrants to the Sponsor that:

                  (a)      Status of the Issuer

                           The  Issuer,  and  each  of  its  subsidiaries,  is a                            corporation duly  incorporated,  validly existing and                            in good  standing  under the  respective  laws of the                            jurisdiction  of its  incorporation  and each has all                            requisite  power and authority and holds all material                            licences,  certificates,  consents, permits and other                            authorizations as are necessary to enable it to carry                            on  its   proposed   business  as  disclosed  in  the                            Prospectus.

                  (b)      Regular Business

                           The business of the Issuer and its subsidiaries  have                            been  carried  on,  in  all  material  respects,   as                            contemplated   by  and   in   compliance   with   the                            requirements of their respective constating documents                            and in compliance with all applicable laws, rules and                            regulations,  and  neither  the Issuer nor any of its                            subsidiaries  is in breach of or in default under any                            mortgage,  note,  indenture,   contract,  instrument,                            lease or other document or agreement to which it is a                            party.

                  (c)      Corporate and Partnership Authority

                           The execution, delivery and performance by the Issuer                            of this  Agreement and the Related  Agreements,  when                            executed and  delivered,  to which it is or will be a                            party are within the  Issuer's  powers,  have been or                            will have been, at the time of execution and delivery                            thereof,  duly authorized by all necessary  corporate





                           action  and  do  not  and  will  not  contravene  its                            constating documents or any provision of any contract                            binding on it.

                  (d)      Claims and Potential Claims

                           To  the  knowledge  of  the  Issuer,  no  litigation,                            proceeding or  investigation is pending or threatened                            before any court,  agency,  arbitrator  or  otherwise                            which will or might reasonably result in any material                            adverse change in the business, affairs or properties                            or conditions  (financial or otherwise) of the Issuer                            or any of its  subsidiaries or which might reasonably                            result in any  material  liability on the part of the                            Issuer or any of its subsidiaries.

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                  (e)      Prospectus

                           The Prospectus  complies with the requirements of the                            Securities   Law  in  all  material   respects.   The                            Prospectus does not contain any  misrepresentation or                            any untrue  statement of a material  fact or omit any                            statement  or  information,  the  omission  of  which                            constitutes a misrepresentation, or omit to state any                            material  fact  required to be stated or necessary to                            make any  statement  contained  therein  not false or                            misleading in light of the  circumstances in which it                            is made and all information and statements  contained                            in the Prospectus are true and correct.  In addition,                            all  information  and  statements  contained  in  the                            Prospectus constitute full, true and plain disclosure                            of all material facts.

                  (f)      Financial Statements

                           The financial  statements of the Issuer  contained in                            the  Prospectus   accurately  reflect  the  financial                            position of the Issuer on a consolidated basis at the                            dates thereof and there have been no adverse material                            changes in the  financial  position  of the Issuer or                            any of its  subsidiaries  since the respective  dates                            thereof, except as fully and plainly disclosed in the                            Prospectus.

                  (g)      Representations and Warranties

                           The  representations and warranties in this Agreement                            are true and will  remain  true as of the date of the                            Prospectus.

3.2               Representations and Warranties of the Sponsor

The Sponsor represents and warrants to the Issuer that:

                  (a)      Corporate Status

                           It  is  a  corporation  duly   amalgamated,   validly                            existing  and in  good  standing  under  the  laws of                            British Columbia.

                  (b)      Corporate Authority

                           The  execution,   delivery  and  performance  by  the                            Sponsor of this  Agreement  is within  the  Sponsor's                            corporate  powers,  has been duly  authorized  by all                            necessary corporate action and does not contravene:

                           (i)      the  memorandum  or articles of the Sponsor;                                     or

                           (ii)     any law; or

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                           (iii)    any provision of any other contract  binding                                     on the Sponsor.

                  (c)      Governmental Approvals





                           Except for compliance  with the  requirements  of the                            Securities Law, no authorization or approval or other                            action  by  and  no  notice  to or  filing  with  any                            governmental authority or regulatory body is required                            for the due  execution,  delivery and  performance by                            the Sponsor of this Agreement.

3.3               Survival of Representations and Warranties

Each of the parties  hereto  acknowledges  that the other parties are relying on each of the representations  and warranties  addressed to such other parties set forth in section 3.1 or 3.2, as the case may be, and any representations made in any  certificate  issued to such other parties in connection with this Agreement notwithstanding  any  investigations  heretofore or hereafter made by such other parties  or their  counsel  or  representatives.  All such  representations  and warranties  shall not merge in or be  prejudiced  by,  and shall  survive  for a period of three years from the completion of the distribution of the Units.

4.                COVENANTS OF THE ISSUER

The Issuer covenants with the Sponsor that:

                  (a)      it will  take all such  acts  and  execute,  file and                            deliver all such documents,  amendments,  notices and                            information   as  may  be   necessary  to  cause  the                            purchasers of Securities to become  Security  Holders                            of the Issuer;

                  (b)      it will  execute  or  procure  the  execution  of all                            documents  and use its best  efforts to take or cause                            to  be  taken  all  steps  which  may  be  reasonably                            necessary  to enable  the  transactions  contemplated                            herein to be completed;

                  (c)      it will notify the Sponsor promptly in writing of the                            full  particulars  of any  material  change,  whether                            actual,  anticipated or  threatened,  in any material                            fact stated or referred to in the Prospectus or which                            would result in an omission  from the  Prospectus  to                            state a material fact necessary to make any statement                            contained  therein  not  misleading  in  light of the                            circumstances in which it is made;

                  (d)      during the period of  distribution,  distribution  to                            the public or primary  distribution to the public (as                            contemplated   by   the   Securities   Law)   of  the                            Securities,  it will advise the  Sponsor  promptly of                            any  request of any  securities  commission  or other                            securities   authority  for  a  cease  trading  order                            relating to the Securities,  or of the institution or                            threat of  institution  of any  proceedings  for that                            purpose, or of the receipt by it, or its counsel

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                           of any  material  communication  from any  securities                            commission or other securities  authority relating to                            the  Prospectus  or  any  supplements  or  amendments                            thereto;

                  (e)      upon the occurrence of a material  change,  it shall,                            to the  satisfaction of the Sponsor,  promptly comply                            with all  applicable  filing  and other  requirements                            under the Securities Law as a result of such material                            change;

                  (f)      the Securities, when issued, will have the attributes                            described in the Prospectus; and

                  (g)      it  will  deliver  or  cause  to  be  delivered   all                            documents,   including   legal   opinions,   required                            hereunder and by the Prospectus.

5.                EXPERT OPINIONS

The Issuer shall deliver to the Sponsor on the date of filing the Prospectus:

                  (a)      a  letter  dated  as of a  date  not  more  than  one                            Business Day prior to the date of the Prospectus,  in                            form and substance  satisfactory to the Sponsor, from                            the then current auditor of the Issuer:

                           (i)      stating that, in such auditor's opinion, the                                     financial  statements  and notes  thereto of                                     the Issuer  examined by them and included in                                     the Prospectus covered by his report therein                                     comply as to form in all  material  respects





                                    with the applicable accounting  requirements                                     of the Securities Law; and

                           (ii)     stating that, in such auditor's opinion, the                                     balance sheet of the Issuer  examined by the                                     auditor and included in the  Prospectus  and                                     covered by his report therein complies as to                                     form  in  all  material  respects  with  the                                     applicable  accounting  requirements  of the                                     Securities Law; and

                           (iii)    addressing  such other  matters  relating to                                     the financial  information in the Prospectus                                     to which the Sponsor may reasonably  require                                     comfort;

                  (b)      a  favourable  legal  opinion,  in form  and  content                            reasonably satisfactory to the Sponsor, by counsel to                            the  Issuer  dated  the  date of the  Prospectus  and                            addressed  to the  Sponsor,  relating  to such  legal                            matters  as  the  Sponsor  may  reasonably   request,                            including, without limitation, certain of the matters                            in section 3.1, title to the Issuer's  property,  and                            matters pertaining to the Securities Law;

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                  (c)      a certificate of the Issuer certifying  certain facts                            relating  to the  business  of the  Issuer,  and  its                            affairs  as  may  be  reasonably   requested  by  the                            Sponsor; and

                  (d)      any other  certificates,  comfort letters or opinions                            in  connection   with  any  matter   related  to  the                            Prospectus  which  are  reasonably  requested  by the                            Sponsor or their legal counsel.

6.                TERMINATION

6.1               Term of Agreement

This Agreement shall  terminate and,  subject to the provisions set forth below, be of no further  force or effect on the exercise by the Sponsor of its right to terminate  this Agreement as provided in subsection  6.2,  provided that, in any event,  sections  3, 7 and 8 and, in the event that such  termination  occurs by virtue of paragraph  6.2(b),  subsection 2.5 shall not terminate  (except as set forth  therein)  and shall  continue in full force and effect for the benefit of the Sponsor or the other parties to this Agreement, as the case may be.

6.2               Termination of Agreement

The Sponsor may, at its sole option,  terminate this Agreement at any time prior to the  issuance  of a  receipt  for  the  Prospectus  by all of the  Securities Commissions by notice in writing to the Issuer if:

                  (a)      any  representation  or warranty made by or on behalf                            of the Issuer herein or in any certificate  delivered                            in connection with this Agreement proves to have been                            incorrect in any material respect when made;

                  (b)      any material adverse change occurs in the business or                            financial  condition  of  the  Issuer  or  any of its                            subsidiaries;

                  (c)      the  Issuer  breaches  or fails to perform or observe                            any of the covenants or agreements to be performed or                            observed by it hereunder;

                  (d)      any order  operating  to  restrict,  prevent or cease                            trading   in  the   Securities   is  made  under  the                            Securities Law;

                  (e)      any  inquiry  or  investigation,  whether  formal  or                            informal,  is commenced or threatened by a securities                            commission  against  the  Issuer  or  its  directors,                            officers or agents; or

                  (f)      any of the  conditions set forth in section 5 are not                            satisfied.

AG2432.386 [097]





                                                     - 10 -

6.3               Obligations of Sponsor Clarified

For greater certainty, the Sponsor is obligated under this Agreement, subject to subsection 6.2, only to perform the investigation referred to in subsection 2.2, and nothing in this Agreement will obligate the Sponsor to sign the  certificate for the Prospectus,  unless, in its sole discretion, it considers itself able to do so.

7.                COSTS, EXPENSES AND TAXES

Whether or not the Sponsor signs the  certificate as  contemplated in subsection 2.3,  the  Issuer  will bear the  costs  and  expenses  in  connection  with the Offering, the preparation,  execution and delivery of this Agreement, amendments to the Prospectus and the other documents to be delivered hereunder,  including, without limitation:

                  (a)      the  reasonable  fees and  out-of-pocket  expenses of                            counsel for the Sponsor with respect  thereto  (which                            fees,  not  including  expenses  and  taxes,  are not                            expected to exceed $15,000 but may after consultation                            with and receipt of the prior approval of the Issuer)                            and with  respect to  advising  the Sponsor as to its                            rights and responsibilities under this Agreement;

                  (b)      fees  and  costs of  preparing  and  reproducing  the                            Prospectus,  any  amendments  thereto  and any  other                            Marketing Materials prepared by the Issuer;

                  (c)      filing fees in connection  with  compliance  with the                            Securities Law;

                  (d)      all costs and expenses  associated  with obtaining an                            assessment  report in  compliance  with Interim Local                            Policy   Statement  3-17  of  the  British   Columbia                            Securities Commission, if required; and

                  (e)      all costs and expenses,  if any (including reasonable                            counsel fees and  expenses),  in connection  with the                            enforcement   of  this   Agreement,   and  the  other                            documents to be delivered hereunder.

8.                INDEMNIFICATION

8.1               Indemnification of Indemnified Parties

The Issuer  shall and does hereby  indemnify  and save the  Indemnified  Parties harmless from and against any liability,  claim, demand or loss,  excluding loss of  profits,  which the  Indemnified  Parties may  suffer,  whether  pursuant to statute or otherwise, howsoever arising, in consequence of:

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                  (a)      any  statement  or  omission  in the  Prospectus,  or                            otherwise made or omitted by the Issuer in connection                            with the  Offering,  being or being  alleged  to be a                            misrepresentation;

                  (b)      the  Issuer not  complying  with any  requirement  of                            applicable   legislation  of  Canada  or  of  British                            Columbia or Alberta; or

                  (c)      any  order  made  or any  inquiry,  investigation  or                            proceeding commenced,  threatened or announced by any                            securities  regulatory  authority or other  competent                            authority  in  British  Columbia,  Alberta or Ontario                            which prevents or restricts trading in or the sale or                            distribution  in British  Columbia and Alberta of the                            Securities.

8.2               Right to Counsel

If any  claim  contemplated  by this  section  is  asserted  against  any of the Indemnified  Parties,  the Issuer shall be entitled (but not required) to assume the defence on behalf of the Indemnified  Parties of any suit brought to enforce such claim,  provided that the defence shall be through legal counsel acceptable to the  Indemnified  Parties and no admission of liability  shall be made by the Issuer or the  Indemnified  Parties  without,  in each case,  the prior  written consent of all the parties hereto, such consent not to be unreasonably withheld. Any of the Indemnified  Parties shall have the right to employ separate  counsel in any such suit and participate in the defence  thereof,  at the expense of the Issuer.

8.3               Indemnity





The  indemnity  provided  for in this  section  will not be limited or otherwise affected by any other indemnity obtained by the Sponsor from any other person in respect of any matters  specified in this  Agreement  and will  continue in full force and effect until all possible  liability of the Sponsor arising out of the transactions  contemplated  by  this  Agreement  has  been  extinguished  by the operation of law.

9.                NOTICES

Any notice  required or permitted to be given  hereunder shall be in writing and be given by personal service, telex, telegram, telecopy or by registered letter, with postage fully prepaid, to the address set forth below:

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                                                     - 12 -

                  (a)      if to the Issuer at:

                           HealthCare Capital Corp.                            c/o Ballem MacInnes                            Barristers and Solicitors                            First Canadian Centre                            1800, 350-7th Avenue S.W.                            Calgary, Alberta                            T2P 3N9                            Attention:       William DeJong                            Telephone:       (403) 292-9800                            Fax:             (403) 233-8979

                  (b)      if to the Sponsor at:

                           C.M. Oliver & Company Limited                            2nd Floor, 750 West Pender Street                            Vancouver, B.C.                            V6C 1B5                            Attention:       Lyle Davis                            Telephone:       (604) 668-6700                            Fax:             (604) 681-8964

Any notice  delivered  personally  or by telex,  telegram or  telecopy  shall be deemed to be received by and given to the addressee on the day of delivery.  Any notice mailed as aforesaid shall be deemed to have been received by and given to the addressee on the fifth  Business Day following the date of mailing except in the event of a  disruption  of postal  service,  in which event  notice shall be delivered  personally  or given by telex,  telegram or  telecopy.  Either  party hereto may designate a new address by giving written notice thereof to the other party at least ten days in advance of the effective date of such designation.

10.               MISCELLANEOUS

10.1              Amendments, Etc.

No amendment or waiver of any  provision  of this  Agreement  nor consent to any departure by the Issuer  therefrom shall in any event be effective  unless it is in writing and signed by the  Sponsor  and then such  waiver or consent  will be effective only in the specific  instance and for the specific  purpose for which given.

10.2              Time

Time shall be of the essence of this Agreement.

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                                                     - 13 -

10.3              Binding Effect

This  Agreement  is binding  upon and enures to the  benefit of the  parties and their  respective  successors and assigns,  and no party shall have the right to assign its rights  hereunder or any interest  herein  without the prior  written consent of the other parties.

10.4              Governing Law

This Agreement  will be governed by the law of British  Columbia and the parties attorn to the  non-exclusive  jurisdiction of the courts of British Columbia for the resolution of all disputes arising in connection with this Agreement.

11.               EXECUTION IN COUNTERPART





This  Agreement may be executed by any party in two or more  counterparts,  each such  counterpart  will be deemed to be an original,  and all such  counterparts taken together will constitute one and the same agreement.

IN WITNESS of this  Agreement,  the parties  have  executed and  delivered  this Agreement as of the date given above.

HEALTHCARE CAPITAL CORP.

By:      /s/ Douglas F. Good Title:   Chief Financial Officer

C.M. OLIVER & COMPANY LIMITED

By:      /s/ C. M. O'Brian Title:   Chairman

AG2432.386 [097] 
Question: Highlight the parts (if any) of this contract related to Anti-Assignment that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?

Output: This  Agreement  is binding  upon and enures to the  benefit of the  parties and their  respective  successors and assigns,  and no party shall have the right to assign its rights  hereunder or any interest  herein  without the prior  written consent of the other parties.


Input: Consider Input: Attachment C to Master Franchise Agreement   MULTI-STATE ADDENDUM   CALIFORNIA APPENDIX    1. California Business and Professions Code Sections 20000 through 20043 provide rights to you concerning termination or non-renewal of a franchise. If the Master Franchise Agreement contains provisions that are inconsistent with the law, the law will control.

 2. The Master Franchise Agreement provides for termination upon bankruptcy. This provision may not be enforceable under Federal Bankruptcy Law (11 U.S.C.A. Sec. 101 et seq. ).

 3. The Master Franchise Agreement contains covenants not to compete which extend beyond the termination of the agreement. These provisions may not be enforceable under California law.

 4. Section 31125 of the California Corporation Code requires the franchisor to provide you with a disclosure document before asking you to agree to a material modification of an existing franchise.

 5. Neither the franchisor, any person or franchise broker in Item 2 of the Disclosure Document is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities Exchange Act of 1934, 15 U.S.C.A. 79a et seq., suspending or expelling such persons from membership in such association or exchange.

 6. The Master Franchise Agreement requires non-binding mediation. The mediation will occur in New York with the costs being borne by equally by the parties. Prospective franchisees are encouraged to consult private legal counsel to determine the applicability of California and federal laws (such as Business and Professions Code Section 20040.5 and Code of Civil Procedure Section 1281) to any provisions of a franchise agreement restricting venue to a forum outside the State of California.

 7. The Master Franchise Agreement requires application of the laws of New York. This provision may not be enforceable under California law.

 8. You must sign a general release if you renew or transfer your franchise. California Corporation Code 31512 voids a waiver of your rights under the Franchise Investment Law (California Corporations Code 31000 through 31516). Business and Professions Code 20010 voids a waiver of your rights under the Franchise Relations Act (Business and Professions Code 20000 through 20043).

 9. THE CALIFORNIA FRANCHISE INVESTMENT LAW REQUIRES THAT A COPY OF ALL PROPOSED AGREEMENTS RELATING TO THE SALE OF THE FRANCHISE BE DELIVERED TOGETHER WITH THE DISCLOSURE DOCUMENT.

 10. The Master Franchise Agreement contains a liquidated damages clause. Under California Civil Code Section 1671, certain liquidated damages clauses are unenforceable.

 11. OUR WEBSITE, www.originalsoupman.com, HAS NOT BEEN REVIEWED OR APPROVED BY THE CALIFORNIA DEPARTMENT OF BUSINESS OVERSIGHT. ANY COMPLAINTS CONCERNING THE CONTENT OF THIS WEBSITE MAY BE DIRECTED TO THE CALIFORNIA DEPARTMENT OF BUSINESS OVERSIGHT at www.dbo.ca.gov.



Source: SOUPMAN, INC., 8-K, 8/14/2015 
Question: Highlight the parts (if any) of this contract related to Governing Law that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?
Output: The Master Franchise Agreement requires application of the laws of New York.