Common use of Critical Milestones Clause in Contracts

Critical Milestones. Subject to the provisions of Section 3.1(c), commencing on the Effective Date, Seller shall develop the Facility in order to achieve the following milestones (“Critical Milestones”) on or before the date set forth in this Section 3.1(a): receipt of all Permits necessary to construct the Facility, as set forth in Exhibit B, in final form, by [_________]; acquisition of all required real property rights necessary for construction and operation of the Facility, interconnection of the Facility to Buyer’s distribution system under the Interconnection Tariff, and performance of Seller’s obligations under this Agreement as set forth on Exhibit B, by [_________]; demonstration that the Financial Closing Date has occurred and construction of the Facility has commenced on or before July 1, 2017; and achievement of the Commercial Operation Date by July 1, 2018. Seller shall provide Buyer with written notice of the achievement of each Critical Milestone within seven (7) days after that achievement, which notice shall include information demonstrating with reasonable specificity that such Critical Milestone has been achieved. Seller acknowledges that Buyer requires such written notice solely for monitoring purposes, and that nothing set forth in this Agreement shall create or impose upon Buyer any responsibility or liability for the development, construction, operation or maintenance of the Facility. In addition to any extension of a date for a Critical Milestone as a result of a Force Majeure under Section 10.1, Seller may elect to extend all of the dates for the Critical Milestones not yet achieved (i) by one year without posting additional Development Period Security and (ii) by up to two additional six month periods by posting additional Development Period Security of $10 per kWh of Contract Maximum Amount for each such six-month period. In no event may Seller exercise the right to extend the Critical Milestone dates under this Section 3.1(c) by more than two years, and in no event shall any extension of the Critical Milestone dates as a result of one or more Force Majeure events exceed a cumulative total of an additional twelve (12) months. Any such election shall be made in a written notice delivered to Buyer on or prior to the first date for a Critical Milestone that has not yet been achieved (as such date may have previously been extended). The Parties agree that time is of the essence with respect to the Critical Milestones and is part of the consideration to Buyer in entering into this Agreement.

Critical Milestones. Subject to the provisions of Section 3.1(c), commencing (a) Commencing on the Effective Date, Seller shall develop the Facility in order to achieve the following milestones (“Critical Milestones”) on or before the date set forth in this Section 3.1(a): ): (i) receipt of all Permits necessary to construct the Facility, as set forth in Exhibit Bon the Cover Sheet hereto, in final form, by [_________]; the date that is sixteen (16) months after the Effective Date; (ii) acquisition of all required real property and other site control rights necessary for construction and operation of the Facility, for interconnection of the Facility to Buyerthe Interconnecting Utility, for construction of the Network Upgrades (to the extent it is Seller’s distribution system under the Interconnection Tariff, responsibility to do so) and for performance of Seller’s obligations under this Agreement as set forth on Exhibit BAgreement, by [_________]; demonstration the date that is sixteen (16) months after the Financial Closing Date has occurred Effective Date; (iii) issuance of a full notice to proceed by Seller to its general construction contractor and commencement of construction of the Facility has commenced on by the date that is sixteen (16) months after the Effective Date; (iv) achievement of an hourly Energy generation rate or, in the case of a Net Metered Facility, hourly Excess Energy Output, that is equivalent to the Proposed Hourly Output for at least four complete hours (which do not need to be four consecutive hours), which amount shall be adjusted to the extent required to reflect a lack of availability of a motive energy (such as wind speed or before July 1insolation), 2017and other factors, as proposed by Seller’s engineer and accepted by Buyer in its reasonable discretion (the “Output Demonstration”) within eighteen (18) months after the Effective Date; and and (v) achievement of the Commercial Operation Date by July 1, 2018. the date that is twenty (20) months after the Effective Date. (b) Seller shall provide Buyer with written notice of the achievement of each Critical Milestone within seven (7) days after that achievement, which notice shall include information demonstrating with reasonable specificity that such Critical Milestone has been achieved. Seller acknowledges that Buyer requires such written notice solely for monitoring purposes, and that nothing set forth in this Agreement shall create or impose upon Buyer any responsibility or liability for the development, construction, operation or maintenance of the Facility. In addition to any extension of a date for a Critical Milestone as a result of a Force Majeure under Section 10.1, Seller may elect to extend all of the dates for the Critical Milestones not yet achieved (i) by one year without posting additional Development Period Security and (ii) by up to two additional six month periods by posting additional Development Period Security of $10 per kWh of Contract Maximum Amount for each such six-month period. In no event may Seller exercise the right to extend the Critical Milestone dates under this Section 3.1(c) by more than two years, and in no event shall any extension of the Critical Milestone dates as a result of one or more Force Majeure events exceed a cumulative total of an additional twelve (12) months. Any such election shall which information will be made in a written notice delivered acceptable to Buyer on or prior to the first date for a Critical Milestone that has not yet been achieved in its reasonable discretion. (as such date may have previously been extended). c) The Parties agree that time is of the essence with respect to the dates for Critical Milestones and is part of the consideration to Buyer in entering into this Agreement. (d) If the Facility does not achieve the Output Demonstration by the milestone date set out in Section 3.1(a)(iv), then (i) Buyer shall retain the full amount of the Performance Guarantee Deposit and (ii) this Agreement shall automatically terminate on such milestone date, and upon such termination neither Party will have any further liability to the other hereunder. Each Party agrees and acknowledges that (i) the damages that Buyer would incur due to a failure of the Facility to achieve the Output Demonstration would be difficult or impossible to predict with certainty, and (ii) it is impractical and difficult to assess actual damages in the circumstances stated, and therefore retention of the Performance Guarantee Deposit as agreed to by the Parties and set forth herein is a fair and reasonable calculation of such damages. (e) If the Facility does not achieve the Commercial Operation Date by the Commercial Operation Date milestone set out in Section 3.1(a)(v), either Party may terminate this Agreement within sixty (60) days after such date by written notice to the other Party (which termination shall be effective upon delivery of such notice), and upon such termination neither Party will have any further liability to the other hereunder.

Critical Milestones. (a) Subject to the provisions of Section 3.1(c3.1(d), commencing on the Effective Date, Seller shall develop the Facility in order to achieve the following milestones (“Critical Milestones”) on or before the date dates set forth in this Section 3.1(a): ): (i) receipt of all Permits necessary to construct the Facility, as set forth in Exhibit B, in final form, by [_________]; May 1, 2022; (ii) either partial assignment or sublease from Seller’s Affiliate to Seller of a sufficient portion of the federal lease referenced in Section 7.2(m) necessary for siting of the Facility, by May 1, 2022; (iii) acquisition of all required real property rights in additional to the federal lease referenced in Section 7.2(m) necessary for construction and operation of the Facility, Facility and the interconnection of the Facility to Buyer’s distribution system under the Interconnection Tariff, Interconnecting Utility in full and performance of Seller’s obligations under this Agreement final form with all options and/or contingencies having been exercised demonstrating complete site control as set forth on in Exhibit B, by [_________]; May 1, 2022; (iv) closing of the construction Financing or other demonstration that to Buyer’s satisfaction of the Financial Closing Date has occurred financial capability to construct the Facility, including, as applicable, Seller’s financial obligations with respect to interconnection of the Facility to the Interconnecting Utility and construction of the Facility has commenced on or before July Network Upgrades by June 1, 20172022; (v) issuance to Buyer of the Final Proposed Facility Size by June 1, 2022; (vi) determination of the Delivery Point (and submission of an amended Exhibit A reflecting such Delivery Point) and the Interconnection Point and execution of the Interconnection Agreement by Seller, the Interconnecting Utility and ISO-NE, with a copy provided to Buyer, by June 1, 2022; and and (vii) achievement of the Commercial Operation Date by July 1January 15, 2018. 2024 (“Guaranteed Commercial Operation Date”); provided, however, the Parties may mutually agree to extend the milestones set forth in Section 3.1(a)(i), Section 3.1(a)(ii), and Section 3.1(a)(iii), if such later date would not impact Seller’s ability to achieve the Guaranteed Commercial Operation Date, subject to Seller’s obligation to provide additional Development Period Security as further described in Section 3.1(c) hereof. (b) Seller shall provide Buyer with written notice of the achievement of each Critical Milestone within seven (7) days after that achievement, which notice shall include information demonstrating with reasonable specificity that such Critical Milestone has been achieved. Seller acknowledges that Buyer requires will receive such written notice solely for monitoring purposesto monitor progress toward the Commercial Operation Date, and that nothing set forth in this Agreement Buyer shall create or impose upon Buyer any have no responsibility or liability for the development, construction, operation or maintenance of the Facility. . (c) In addition to any extension of to a date for a Critical Milestone as a result of a Force Majeure under Section 10.1, Seller may elect to extend all of the dates for the Critical Milestones not yet achieved (i) by one year without posting additional Development Period Security and (ii) by up to two additional six four six-month periods from the applicable dates set forth in Section 3.1(a) by posting additional Development Period Security in an amount equal to $2,000,000 (which equals $5,000 per MWh per hour of $10 per kWh of the Contract Maximum Amount Amount, and which amount will be increased if necessary to reflect the Proposed Facility Size as set forth in the Final Proposed Facility Size Notice), for each such six-month period. In no event may Seller exercise the right to extend the Critical Milestone dates under this Section 3.1(c) by more than two years, and in no event shall any extension of the Critical Milestone dates as a result of one or more Force Majeure events exceed a cumulative total of an additional twelve (12) months. Any such election shall be made in a written notice delivered to Buyer on or prior to the first date for a Critical Milestone that has not yet been achieved (as such date may have previously been extended). . (d) To the extent a Force Majeure event pursuant to Section 10.1 has occurred that prevents the Seller from achieving the Critical Milestone date for acquisition of real property rights and interconnection (Section 3.1(a)(ii)) or the Commercial Operation Date (Section 3.1(a)(iv) by the applicable Milestone date, the Critical Milestone Date(s) impacted by such Force Majeure event shall be extended for the duration of the Force Majeure event, but under no circumstances shall extensions of those Critical Milestone dates due to Force Majeure events exceed twenty-four (24) months beyond the applicable Milestone date, and further provided, that the Seller shall not have the right to declare a Force Majeure event related to the Permits Critical Milestone (Section 3.1(a)(i)). (e) The Parties agree that time is of the essence with respect to the Critical Milestones and is part of the consideration to Buyer in entering into this Agreement.

Critical Milestones. (a) Subject to the provisions of Section 3.1(c), commencing on the Effective Date, Seller shall develop the Facility in order to achieve the following milestones (“Critical Milestones”) on or before the date set forth in this Section 3.1(a): ): (i) receipt of all Permits necessary to construct the Facility, as set forth in Exhibit B, in final form, by [_________]; ; (ii) acquisition of all required real property rights necessary for construction and operation of the Facility, interconnection of the Facility to Buyer’s distribution system under the Interconnection TariffInterconnecting Utility, and performance of Seller’s obligations under this Agreement as set forth on Exhibit B, by [_________]; ; (iii) demonstration that of the Financial Closing Date has occurred financial capability (whether through third party financing to Seller or Seller’s own financial assets) to proceed with the development and construction of the Facility, including, as applicable, Seller’s financial obligations with respect to interconnection of the Facility has commenced on or before July 1, 2017to the Interconnecting Utility and construction of the Network Upgrades by ; and and (iv) achievement of the Commercial Operation Date by July 1December 31, 2018. 2016. (b) Seller shall provide Buyer with written notice of the achievement of each Critical Milestone within seven (7) days after that achievement, which notice shall include information demonstrating with reasonable specificity that such Critical Milestone has been achieved. Seller acknowledges that Buyer requires such written notice solely for monitoring purposes, and that nothing set forth in this Agreement shall create or impose upon Buyer any responsibility or liability for the development, construction, operation or maintenance of the Facility. . (c) In addition to any extension of a date for a Critical Milestone as a result of a Force Majeure under Section 10.1, Seller may elect to extend all of the dates for the Critical Milestones not yet achieved (i) by one year without posting additional Development Period Security and (ii) by up to two additional six month periods by posting additional Development Period Security of $10 per kWh of Contract Maximum Amount for each such six-month period. In no event may Seller exercise the right to extend the Critical Milestone dates under this Section 3.1(c) by more than two years, and in no event shall any extension of the Critical Milestone dates as a result of one or more Force Majeure events exceed a cumulative total of an additional twelve (12) months. Any such election shall be made in a written notice delivered to Buyer on or prior to the first date for a Critical Milestone that has not yet been achieved (as such date may have previously been extended). . (d) The Parties agree that time is of the essence with respect to the Critical Milestones and is part of the consideration to Buyer in entering into this Agreement.

Critical Milestones. (a) Subject to the provisions of Section Sections 3.1(c), 3.1(d), 3.1(e) and 10.1, commencing on the Effective Date, Seller shall develop the Facility in order to achieve the following milestones (“Critical Milestones”) on or before the date dates set forth in this Section 3.1(a): ): (i) receipt of all necessary approvals by the Massachusetts Energy Facilities Siting Board for construction and operation of the Facility, the interconnection of the Facility to the Interconnecting Utility and the construction of Network Upgrades, in final form and not subject to appeal or rehearing, by ; (ii) qualification determination notification under ISO-NE Tariff Section III.13.1.1.2.8 by ; (iii) receipt of all Permits (other than those referenced in Section 3.1(a)(i)) necessary to construct and operate the Facility, as set forth in Exhibit B, in final form, by [_________]; acquisition ; (iv) the achievement of all required real property rights necessary for construction and operation the Financial Closing Date or other demonstration to Buyer’s reasonable satisfaction of the financial capability of Seller to construct the Facility, including, as applicable, Seller’s financial obligations with respect to interconnection of the Facility to Buyer’s distribution system under the Interconnection Tariff, and performance of Seller’s obligations under this Agreement as set forth on Exhibit B, by [_________]; demonstration that the Financial Closing Date has occurred Interconnecting Utility and construction of the Network Upgrades, by ; (v) (A) issuance of a full notice to proceed by Seller to its general contractor and (B) commencement of construction of the Facility has commenced on or before July 1, 2017by ; and and (vi) achievement of the Commercial Operation Date by July September 1, 2018. 2025 (“Guaranteed Commercial Operation Date”). (b) Seller shall provide Buyer with written notice of the achievement of each Critical Milestone within seven (7) days after that achievement, which notice shall include information demonstrating with reasonable specificity that such Critical Milestone has been achieved. Seller acknowledges that Buyer requires will receive such written notice solely for monitoring purposesto monitor progress toward the Commercial Operation Date, and that nothing set forth in this Agreement Buyer shall create or impose upon Buyer any have no responsibility or liability for the development, construction, operation or maintenance of the Facility. In addition to any extension of a date for a Critical Milestone as a result of a Force Majeure under Section 10.1, . (c) Seller may elect to extend all of the dates for the Critical Milestones not yet achieved (i) by one year without posting additional Development Period Security and (ii) by up to two additional six four six-month periods from the applicable dates set forth in Section 3.1(a) by posting additional Development Period Security of in an amount equal to $10 926,350 (which is $5,000 per kWh MWh per hour of Contract Maximum Amount Amount) for each such six-month period. In no event may Seller exercise the right to extend the Critical Milestone dates under this Section 3.1(c) by more than two years, and in no event shall any extension of the Critical Milestone dates as a result of one or more Force Majeure events exceed a cumulative total of an additional twelve (12) months. Any such election shall be made in a written notice delivered to Buyer on or prior to the first date for a Critical Milestone that has not yet been achieved (as such date may have previously been extended). . (d) To the extent a Force Majeure event pursuant to Section 10.1 has occurred that prevents Seller from achieving the Critical Milestone obligation specified in Section 3.1(a)(v)(B) by the deadline stated therein or the Commercial Operation Date by the Guaranteed Commercial Operation Date, such Critical Milestone deadline shall be extended for the duration of the Force Majeure event, but under no circumstances shall such extensions of such Critical Milestone due to all Force Majeure events exceed beyond the date stated in Section 3.1(a)(v)(B) or 3.1(a)(vi), as applicable. (e) In the event the Regulatory Approval is subject to appeal or rehearing as of the one (1) year anniversary of the Effective Date or is otherwise not received by the one (1) year anniversary of the Effective Date, the date for each Critical Milestone not yet achieved shall be extended on a day-for-day basis for the duration of the delay beyond such one-year period. (f) The Parties agree that time is of the essence with respect to the Critical Milestones and is part of the consideration to Buyer in entering into this Agreement. (g) Notwithstanding the other provisions of this Agreement, or the rights of Seller under Sections 3.1(c), 3.1(d), 3.1(e), 3.2 and 10.1, in no event shall the Commercial Operation Date occur after .

Critical Milestones. (a) Subject to the provisions of Section 3.1(c), commencing on the Effective Date, Seller shall develop the Facility in order to achieve the following milestones (“Critical Milestones”) on or before the date set forth in this Section 3.1(a): ): (i) receipt of all Permits necessary to construct the Facility, as set forth in Exhibit B, in final form, by [_________]; ; (ii) acquisition of all required real property rights necessary for construction and operation of the Facility, interconnection of the Facility to Buyer’s distribution system under the Interconnection TariffInterconnecting Utility, and performance of Seller’s obligations under this Agreement as set forth on Exhibit B, by [_________]; ; (iii) demonstration that of the Financial Closing Date has occurred financial capability (whether through third party financing to Seller or Seller’s own financial assets) to proceed with the development and construction of the Facility, including, as applicable, Seller’s financial obligations with respect to interconnection of the Facility has commenced on or before July 1, 2017to the Interconnecting Utility and construction of the Network Upgrades by ; and and (iv) achievement of the Commercial Operation Date by July 1December 31, 2018. 2015. (b) Seller shall provide Buyer with written notice of the achievement of each Critical Milestone within seven (7) days after that achievement, which notice shall include information demonstrating with reasonable specificity that such Critical Milestone has been achieved. Seller acknowledges that Buyer requires such written notice solely for monitoring purposes, and that nothing set forth in this Agreement shall create or impose upon Buyer any responsibility or liability for the development, construction, operation or maintenance of the Facility. . (c) In addition to any extension of a date for a Critical Milestone as a result of a Force Majeure under Section 10.1, Seller may elect to extend all of the dates for the Critical Milestones not yet achieved (i) by one year without posting additional Development Period Security and (ii) by up to two additional six month periods by posting additional Development Period Security of $10 per kWh of Contract Maximum Amount for each such six-month period. In no event may Seller exercise the right to extend the Critical Milestone dates under this Section 3.1(c) by more than two years, and in no event shall any extension of the Critical Milestone dates as a result of one or more Force Majeure events exceed a cumulative total of an additional twelve (12) months. Any such election shall be made in a written notice delivered to Buyer on or prior to the first date for a Critical Milestone that has not yet been achieved (as such date may have previously been extended). . (d) The Parties agree that time is of the essence with respect to the Critical Milestones and is part of the consideration to Buyer in entering into this Agreement.

Critical Milestones. (a) Subject to the provisions of Section 3.1(c3.1(d), commencing on the Effective Date, Seller shall develop the Facility in order to achieve the following milestones (“Critical Milestones”) on or before the date dates set forth in this Section 3.1(a): ): (i) except for the State Forest Easement, acquisition of all required real property rights necessary for construction and operation of the Facility and the interconnection of the Facility to the Interconnecting Utility in full and final form with all options and/or contingencies having been exercised demonstrating complete site control as set forth in Exhibit B by May 31, 2017; (ii) receipt of all Permits necessary to construct the Facility, as set forth in Exhibit B, in final form, by [_________]; June 30, 2018; (iii) acquisition of all required real property rights necessary for construction and operation the State Forest Easement by September 30, 2018; (iv) closing of the Financing or other demonstration to Buyer’s satisfaction of the financial capability to construct the Facility, including, as applicable, Seller’s financial obligations with respect to interconnection of the Facility to Buyer’s distribution system under the Interconnection Tariff, and performance of Seller’s obligations under this Agreement as set forth on Exhibit B, by [_________]; demonstration that the Financial Closing Date has occurred Interconnecting Utility and construction of the Facility has commenced on or before July 1Network Upgrades by February 28, 20172020; and and (v) achievement of the Commercial Operation Date by July 1December 31, 2018. 2020 (“Guaranteed Commercial Operation Date”). (b) Seller shall provide Buyer with written notice of the achievement of each Critical Milestone within seven (7) days after that achievement, which notice shall include information demonstrating with reasonable specificity that such Critical Milestone has been achieved. Seller acknowledges that Buyer requires will receive such written notice solely for monitoring purposesto monitor progress toward the Commercial Operation Date, and that nothing set forth in this Agreement Buyer shall create or impose upon Buyer any have no responsibility or liability for the development, construction, operation or maintenance of the Facility. In addition to any extension of a date for a Critical Milestone as a result of a Force Majeure under Section 10.1, . (c) Seller may elect to extend all of the dates for the Critical Milestones not yet achieved (i) by one year without posting additional Development Period Security and (ii) by up to two additional six four six-month periods from the applicable dates set forth in Section 3.1(a) by posting additional Development Period Security of in an amount equal to $10 per kWh of Contract Maximum Amount 125,874 for each such six-month period. In ; provided, however, that in no event may Seller exercise extend the right to extend date for the Critical Milestone dates under this in Section 3.1(c) by more than two years, and in no event shall any extension of the Critical Milestone dates as a result of one or more Force Majeure events exceed a cumulative total of an additional twelve (12) months3.1(a)(i). Any such election shall be made in a written notice delivered to Buyer on or prior to the first date for a Critical Milestone that has not yet been achieved (as such date may have previously been extended). . (d) To the extent a Force Majeure event pursuant to Section 10.1 has occurred that prevents the Seller from achieving the Critical Milestone date for the Commercial Operation Date (Section 3.1(a)(v) by the applicable Critical Milestone date, the Critical Milestone date(s) impacted by such Force Majeure event shall be extended for the duration of the Force Majeure event, but under no circumstances shall extensions of those Critical Milestone dates due to Force Majeure events exceed twelve (12) months beyond the applicable Milestone date, and further provided, that the Seller shall not have the right to declare a Force Majeure event related to the Site Control Critical Milestone (Section 3.1(a)(i), the Permits Critical Milestone (Section 3.1(a)(ii)) or the Financing Critical Milestone (Section 3.1(a)(iv)). (e) The Parties agree that time is of the essence with respect to the Critical Milestones and is part of the consideration to Buyer in entering into this Agreement.

Critical Milestones. (a) Subject to the provisions of Section 3.1(c3.1(d), commencing on the Effective Date, Seller shall develop the Facility in order to achieve the following milestones (“Critical Milestones”) on or before the date dates set forth in this Section 3.1(a): ): (i) except for the State Forest Easement, acquisition of all required real property rights necessary for construction and operation of the Facility and the interconnection of the Facility to the Interconnecting Utility in full and final form with all options and/or contingencies having been exercised demonstrating complete site control as set forth in Exhibit B by May 31, 2017; (ii) receipt of all Permits necessary to construct the Facility, as set forth in Exhibit B, in final form, by [_________]; June 30, 2018; (iii) acquisition of all required real property rights necessary for construction and operation the State Forest Easement by September 30, 2018; (iv) closing of the Financing or other demonstration to Buyer’s satisfaction of the financial capability to construct the Facility, including, as applicable, Seller’s financial obligations with respect to interconnection of the Facility to Buyer’s distribution system under the Interconnection Tariff, and performance of Seller’s obligations under this Agreement as set forth on Exhibit B, by [_________]; demonstration that the Financial Closing Date has occurred Interconnecting Utility and construction of the Facility has commenced on or before July 1Network Upgrades by February 28, 20172020; and and (v) achievement of the Commercial Operation Date by July 1December 31, 2018. 2020 (“Guaranteed Commercial Operation Date”). (b) Seller shall provide Buyer with written notice of the achievement of each Critical Milestone within seven (7) days after that achievement, which notice shall include information demonstrating with reasonable specificity that such Critical Milestone has been achieved. Seller acknowledges that Buyer requires will receive such written notice solely for monitoring purposesto monitor progress toward the Commercial Operation Date, and that nothing set forth in this Agreement Buyer shall create or impose upon Buyer any have no responsibility or liability for the development, construction, operation or maintenance of the Facility. In addition to any extension of a date for a Critical Milestone as a result of a Force Majeure under Section 10.1, . (c) Seller may elect to extend all of the dates for the Critical Milestones not yet achieved (i) by one year without posting additional Development Period Security and (ii) by up to two additional six four six-month periods from the applicable dates set forth in Section 3.1(a) by posting additional Development Period Security of in an amount equal to $10 per kWh of Contract Maximum Amount 118,692 for each such six-six- month period. In ; provided, however, that in no event may Seller exercise extend the right to extend date for the Critical Milestone dates under this in Section 3.1(c) by more than two years, and in no event shall any extension of the Critical Milestone dates as a result of one or more Force Majeure events exceed a cumulative total of an additional twelve (12) months3.1(a)(i). Any such election shall be made in a written notice delivered to Buyer on or prior to the first date for a Critical Milestone that has not yet been achieved (as such date may have previously been extended). . (d) To the extent a Force Majeure event pursuant to Section 10.1 has occurred that prevents the Seller from achieving the Critical Milestone date for the Commercial Operation Date (Section 3.1(a)(v) by the applicable Critical Milestone date, the Critical Milestone date(s) impacted by such Force Majeure event shall be extended for the duration of the Force Majeure event, but under no circumstances shall extensions of those Critical Milestone dates due to Force Majeure events exceed twelve (12) months beyond the applicable Milestone date, and further provided, that the Seller shall not have the right to declare a Force Majeure event related to the Site Control Critical Milestone (Section 3.1(a)(i), the Permits Critical Milestone (Section 3.1(a)(ii)) or the Financing Critical Milestone (Section 3.1(a)(iv)). (e) The Parties agree that time is of the essence with respect to the Critical Milestones and is part of the consideration to Buyer in entering into this Agreement.

Critical Milestones. ‌ (a) Subject to the provisions of Section 3.1(c3.1(d), commencing on the Effective Date, Seller shall develop the Facility in order to achieve the following milestones (“Critical Milestones”) on or before the date dates set forth in this Section 3.1(a): ): (i) receipt of all Permits necessary to construct the Facility, as set forth in Exhibit B, in final form, by [_________]; June 30, 2018; (ii) acquisition of all required real property rights necessary for construction and operation of the Facility, Facility and the interconnection of the Facility to Buyer’s distribution system under the Interconnection Tariff, Interconnecting Utility in full and performance of Seller’s obligations under this Agreement final form with all options and/or contingencies having been exercised demonstrating complete site control as set forth on in Exhibit B, by [_________]; March 1, 2019; (iii) closing of the Financing or other demonstration that to Buyer’s satisfaction of the Financial Closing Date has occurred financial capability to construct the Facility, including, as applicable, Seller’s financial obligations with respect to interconnection of the Facility to the Interconnecting Utility and construction of the Facility has commenced on or before July Network Upgrades by March 1, 20172019; and and (iv) achievement of the Commercial Operation Date by July 1December 31, 2018. 2019 (“Guaranteed Commercial Operation Date”). (b) Seller shall provide Buyer with written notice of the achievement of each Critical Milestone within seven (7) days after that achievement, which notice shall include information demonstrating with reasonable specificity that such Critical Milestone has been achieved. Seller acknowledges that Buyer requires will receive such written notice solely for monitoring purposesto monitor progress toward the Commercial Operation Date, and that nothing set forth in this Agreement Buyer shall create or impose upon Buyer any have no responsibility or liability for the development, construction, operation or maintenance of the Facility. . (c) In addition to any extension of to a date for a Critical Milestone as a result of a Force Majeure under Section 10.1, Seller may elect to extend all of the dates for the Critical Milestones not yet achieved (i) by one year without posting additional Development Period Security and (ii) by up to two additional six four six-month periods from the applicable dates set forth in Section 3.1(a) by posting additional Development Period Security of in an amount equal to $10 per kWh of Contract Maximum Amount 11,755.00 for each such six-month period. In no event may Seller exercise the right to extend the Critical Milestone dates under this Section 3.1(c) by more than two years, and in no event shall any extension of the Critical Milestone dates as a result of one or more Force Majeure events exceed a cumulative total of an additional twelve (12) months. Any such election shall be made in a written notice delivered to Buyer on or prior to the first date for a Critical Milestone that has not yet been achieved (as such date may have previously been extended). . (d) To the extent a Force Majeure event pursuant to Section 10.1 has occurred that prevents the Seller from achieving the Critical Milestone date for acquisition of real property rights and interconnection (Section 3.1(a)(ii)) or the Commercial Operation Date (Section 3.1(a)(iv) by the applicable Milestone date, the Critical Milestone Date(s) impacted by such Force Majeure event shall be extended for the duration of the Force Majeure event, but under no circumstances shall extensions of those Critical Milestone dates due to Force Majeure events exceed twelve (12) months beyond the applicable Milestone date, and further provided, that the Seller shall not have the right to declare a Force Majeure event related to the Permits Critical Milestone (Section 3.1(a)(i)) or the Financing Critical Milestone (Section 3.1(a)(iii)). (e) The Parties agree that time is of the essence with respect to the Critical Milestones and is part of the consideration to Buyer in entering into this Agreement.

Critical Milestones. (a) Subject to the provisions of Section Sections 3.1(c), 3.1(d), 3.1(e) and 10.1, commencing on the Effective Date, Seller shall develop the Facility in order to achieve the following milestones (“Critical Milestones”) on or before the date dates set forth in this Section 3.1(a): ): (i) receipt of all necessary approvals by the Massachusetts Energy Facilities Siting Board for construction and operation of the Facility, the interconnection of the Facility to the Interconnecting Utility and the construction of Network Upgrades, in final form and not subject to appeal or rehearing, by ; (ii) qualification determination notification under ISO-NE Tariff Section III.13.1.1.2.8 by ; (iii) receipt of all Permits (other than those referenced in Section 3.1(a)(i)) necessary to construct and operate the Facility, as set forth in Exhibit B, in final form, by [_________]; acquisition by (iv) the achievement of all required real property rights necessary for construction and operation the Financial Closing Date or other demonstration to Buyer’s reasonable satisfaction of the financial capability of Seller to construct the Facility, including, as applicable, Seller’s financial obligations with respect to interconnection of the Facility to Buyer’s distribution system under the Interconnection Tariff, and performance of Seller’s obligations under this Agreement as set forth on Exhibit B, by [_________]; demonstration that the Financial Closing Date has occurred Interconnecting Utility and construction of the Network Upgrades, by ; (v) (A) issuance of a full notice to proceed by Seller to its general contractor and (B) commencement of construction of the Facility has commenced on or before July 1, 2017by ; and and (vi) achievement of the Commercial Operation Date by July September 1, 2018. 2025 (“Guaranteed Commercial Operation Date”). (b) Seller shall provide Buyer with written notice of the achievement of each Critical Milestone within seven (7) days after that achievement, which notice shall include information demonstrating with reasonable specificity that such Critical Milestone has been achieved. Seller acknowledges that Buyer requires will receive such written notice solely for monitoring purposesto monitor progress toward the Commercial Operation Date, and that nothing set forth in this Agreement Buyer shall create or impose upon Buyer any have no responsibility or liability for the development, construction, operation or maintenance of the Facility. In addition to any extension of a date for a Critical Milestone as a result of a Force Majeure under Section 10.1, . (c) Seller may elect to extend all of the dates for the Critical Milestones not yet achieved (i) by one year without posting additional Development Period Security and (ii) by up to two additional six four six-month periods from the applicable dates set forth in Section 3.1(a) by posting additional Development Period Security of in an amount equal to $10 19,800 (which is $5,000 per kWh MWh per hour of Contract Maximum Amount Amount) for each such six-month period. In no event may Seller exercise the right to extend the Critical Milestone dates under this Section 3.1(c) by more than two years, and in no event shall any extension of the Critical Milestone dates as a result of one or more Force Majeure events exceed a cumulative total of an additional twelve (12) months. Any such election shall be made in a written notice delivered to Buyer on or prior to the first date for a Critical Milestone that has not yet been achieved (as such date may have previously been extended). . (d) To the extent a Force Majeure event pursuant to Section 10.1 has occurred that prevents Seller from achieving the Critical Milestone obligation specified in Section 3.1(a)(v)(B) by the deadline stated therein or the Commercial Operation Date by the Guaranteed Commercial Operation Date, such Critical Milestone deadline shall be extended for the duration of the Force Majeure event, but under no circumstances shall such extensions of such Critical Milestone due to all Force Majeure events exceed beyond the date stated in Section 3.1(a)(v)(B) or 3.1(a)(vi), as applicable. (e) In the event the Regulatory Approval is subject to appeal or rehearing as of the one (1) year anniversary of the Effective Date or is otherwise not received by the one (1) year anniversary of the Effective Date, the date for each Critical Milestone not yet achieved shall be extended on a day-for-day basis for the duration of the delay beyond such one-year period. (f) The Parties agree that time is of the essence with respect to the Critical Milestones and is part of the consideration to Buyer in entering into this Agreement. (g) Notwithstanding the other provisions of this Agreement, or the rights of Seller under Sections 3.1(c), 3.1(d), 3.1(e), 3.2 and 10.1, in no event shall the Commercial Operation Date occur after .

Critical Milestones. (a) Subject to the provisions of Section 3.1(c), commencing on the Effective Date, Seller shall develop the Facility in order to achieve the following milestones (“Critical Milestones”) on or before the date set forth in this Section 3.1(a): ): (i) receipt of all Permits necessary to construct the Facility, as set forth in Exhibit B, in final form, by [_________]; December 31, 2013; (ii) acquisition of all required real property and site control rights necessary for construction and operation of the Facility, interconnection of the Facility to Buyer’s distribution system under the Interconnection Tariff, Interconnecting Utility and performance of Seller’s obligations under this Agreement as set forth on Exhibit B, by [_________]; demonstration that December 31, 2013; (iii) closing of Financing required in order for Seller to proceed with the Financial Closing Date has occurred construction of the Facility, including, as applicable, Seller’s financial obligations with respect to interconnection of the Facility to the Interconnecting Utility and construction of the Network Upgrades, by December 31, 2013; (iv) issuance of a full notice to proceed by Seller to its general construction contractor and commencement of construction of the Facility has commenced on or before July 1by December 31, 20172013; and and (v) achievement of the Commercial Operation Date by July 1December 31, 2018. 2015. (b) Seller shall provide Buyer with written notice of the achievement of each Critical Milestone within seven (7) days after that achievement, which notice shall include information demonstrating with reasonable specificity that such Critical Milestone has been achieved. Seller acknowledges that Buyer requires such written notice solely for monitoring purposes, and that nothing set forth in this Agreement shall create or impose upon Buyer any responsibility or liability for the development, construction, operation or maintenance of the Facility. . (c) In addition to any extension of a date for a Critical Milestone as a result of a Force Majeure under Section 10.1, Seller may elect to extend all of the dates for the Critical Milestones not yet achieved (i) by one year without posting additional Development Period Security and (ii) by up to two additional six month periods by posting additional Development Period Security of $10 per kWh of Contract Maximum Amount 1,170,000 for each such six-month period. In no event may Seller exercise the right to extend the Critical Milestone dates under this Section 3.1(c) by more than two years(2) years in total, and in no event shall any extension of the Critical Milestone dates as a result of one or more Force Majeure events exceed a cumulative total of an additional twelve (12) months. Any such election shall be made in a written notice delivered to Buyer on or prior to the first date for a Critical Milestone that has not yet been achieved (as such date may have previously been extended). The Parties agree that time is of the essence with respect to the Critical Milestones and is part of the consideration to Buyer in entering into this Agreement.twelve

Critical Milestones. (a) Subject to the provisions of Section Sections 3.1(c), 3.1(d), 3.1(e) and 10.1, commencing on the Effective Date, Seller shall develop the Facility in order to achieve the following milestones (“Critical Milestones”) on or before the date dates set forth in this Section 3.1(a): ): (i) receipt of all necessary approvals by the Massachusetts Energy Facilities Siting Board for construction and operation of the Facility, the interconnection of the Facility to the Interconnecting Utility and the construction of Network Upgrades, in final form and not subject to appeal or rehearing, by ; (ii) qualification determination notification under ISO-NE Tariff Section III.13.1.1.2.8 by ; (iii) receipt of all Permits (other than those referenced in Section 3.1(a)(i)) necessary to construct and operate the Facility, as set forth in Exhibit B, in final form, by [_________]; acquisition ; (iv) the achievement of all required real property rights necessary for construction and operation the Financial Closing Date or other demonstration to Buyer’s reasonable satisfaction of the financial capability of Seller to construct the Facility, including, as applicable, Seller’s financial obligations with respect to interconnection of the Facility to Buyer’s distribution system under the Interconnection Tariff, and performance of Seller’s obligations under this Agreement as set forth on Exhibit B, by [_________]; demonstration that the Financial Closing Date has occurred Interconnecting Utility and construction of the Network Upgrades, by ; (v) (A) issuance of a full notice to proceed by Seller to its general contractor and (B) commencement of construction of the Facility has commenced on or before July 1, 2017by ; and and (vi) achievement of the Commercial Operation Date by July 1December 15, 2018. 2025 (“Guaranteed Commercial Operation Date”). (b) Seller shall provide Buyer with written notice of the achievement of each Critical Milestone within seven (7) days after that achievement, which notice shall include information demonstrating with reasonable specificity that such Critical Milestone has been achieved. Seller acknowledges that Buyer requires will receive such written notice solely for monitoring purposesto monitor progress toward the Commercial Operation Date, and that nothing set forth in this Agreement Buyer shall create or impose upon Buyer any have no responsibility or liability for the development, construction, operation or maintenance of the Facility. In addition to any extension of a date for a Critical Milestone as a result of a Force Majeure under Section 10.1, . (c) Seller may elect to extend all of the dates for the Critical Milestones not yet achieved (i) by one year without posting additional Development Period Security and (ii) by up to two additional six four six-month periods from the applicable dates set forth in Section 3.1(a) by posting additional Development Period Security of in an amount equal to $10 19,200 (which is $5,000 per kWh MWh per hour of Contract Maximum Amount Amount) for each such six-month period. In no event may Seller exercise the right to extend the Critical Milestone dates under this Section 3.1(c) by more than two years, and in no event shall any extension of the Critical Milestone dates as a result of one or more Force Majeure events exceed a cumulative total of an additional twelve (12) months. Any such election shall be made in a written notice delivered to Buyer on or prior to the first date for a Critical Milestone that has not yet been achieved (as such date may have previously been extended). . (d) To the extent a Force Majeure event pursuant to Section 10.1 has occurred that prevents Seller from achieving the Critical Milestone obligation specified in Section 3.1(a)(v)(B) by the deadline stated therein or the Commercial Operation Date by the Guaranteed Commercial Operation Date, such Critical Milestone deadline shall be extended for the duration of the Force Majeure event, but under no circumstances shall such extensions of such Critical Milestone due to all Force Majeure events exceed beyond the date stated in Section 3.1(a)(v)(B) or 3.1(a)(vi), as applicable. (e) In the event the Regulatory Approval is subject to appeal or rehearing as of the one (1) year anniversary of the Effective Date or is otherwise not received by the one (1) year anniversary of the Effective Date, the date for each Critical Milestone not yet achieved shall be extended on a day-for-day basis for the duration of the delay beyond such one-year period. (f) The Parties agree that time is of the essence with respect to the Critical Milestones and is part of the consideration to Buyer in entering into this Agreement. (g) Notwithstanding the other provisions of this Agreement, or the rights of Seller under Sections 3.1(c), 3.1(d), 3.1(e), 3.2 and 10.1, in no event shall the Commercial Operation Date occur after

Critical Milestones. ‌ (a) Subject to the provisions of Section 3.1(c3.1(d), commencing on the Effective Date, Seller shall develop the Facility in order to achieve the following milestones (“Critical Milestones”) on or before the date dates set forth in this Section 3.1(a): ): (i) receipt of all Permits necessary to construct the Facility, as set forth in Exhibit B, in final form, by [_________]; June 30, 2018; (ii) acquisition of all required real property rights necessary for construction and operation of the Facility, Facility and the interconnection of the Facility to Buyer’s distribution system under the Interconnection Tariff, Interconnecting Utility in full and performance of Seller’s obligations under this Agreement final form with all options and/or contingencies having been exercised demonstrating complete site control as set forth on in Exhibit B, by [_________]; March 1, 2019; (iii) closing of the Financing or other demonstration that to Buyer’s satisfaction of the Financial Closing Date has occurred financial capability to construct the Facility, including, as applicable, Seller’s financial obligations with respect to interconnection of the Facility to the Interconnecting Utility and construction of the Facility has commenced on or before July Network Upgrades by March 1, 20172019; and and (iv) achievement of the Commercial Operation Date by July 1December 31, 2018. 2019 (“Guaranteed Commercial Operation Date”). (b) Seller shall provide Buyer with written notice of the achievement of each Critical Milestone within seven (7) days after that achievement, which notice shall include information demonstrating with reasonable specificity that such Critical Milestone has been achieved. Seller acknowledges that Buyer requires will receive such written notice solely for monitoring purposesto monitor progress toward the Commercial Operation Date, and that nothing set forth in this Agreement Buyer shall create or impose upon Buyer any have no responsibility or liability for the development, construction, operation or maintenance of the Facility. . (c) In addition to any extension of to a date for a Critical Milestone as a result of a Force Majeure under Section 10.1, Seller may elect to extend all of the dates for the Critical Milestones not yet achieved (i) by one year without posting additional Development Period Security and (ii) by up to two additional six four six-month periods from the applicable dates set forth in Section 3.1(a) by posting additional Development Period Security of in an amount equal to $10 per kWh of Contract Maximum Amount 11,085.00 for each such six-month period. In no event may Seller exercise the right to extend the Critical Milestone dates under this Section 3.1(c) by more than two years, and in no event shall any extension of the Critical Milestone dates as a result of one or more Force Majeure events exceed a cumulative total of an additional twelve (12) months. Any such election shall be made in a written notice delivered to Buyer on or prior to the first date for a Critical Milestone that has not yet been achieved (as such date may have previously been extended). . (d) To the extent a Force Majeure event pursuant to Section 10.1 has occurred that prevents the Seller from achieving the Critical Milestone date for acquisition of real property rights and interconnection (Section 3.1(a)(ii)) or the Commercial Operation Date (Section 3.1(a)(iv) by the applicable Milestone date, the Critical Milestone Date(s) impacted by such Force Majeure event shall be extended for the duration of the Force Majeure event, but under no circumstances shall extensions of those Critical Milestone dates due to Force Majeure events exceed twelve (12) months beyond the applicable Milestone date, and further provided, that the Seller shall not have the right to declare a Force Majeure event related to the Permits Critical Milestone (Section 3.1(a)(i)) or the Financing Critical Milestone (Section 3.1(a)(iii)). (e) The Parties agree that time is of the essence with respect to the Critical Milestones and is part of the consideration to Buyer in entering into this Agreement.

Critical Milestones. Subject to the provisions of Section 3.1(c), commencing (a) Commencing on the Effective Date, Seller shall develop the Facility in order to achieve the following milestones (“Critical Milestones”) on or before the date set forth in this Section 3.1(a): ): (i) receipt of all Permits necessary to construct the Facility, as set forth in Exhibit Bon the Cover Sheet hereto, in final form, by [_________]; the date that is sixteen (16) months after the Effective Date; (ii) acquisition of all required real property and other site control rights necessary for construction and operation of the Facility, for interconnection of the Facility to Buyerthe Interconnecting Utility, for construction of the Network Upgrades (to the extent it is Seller’s distribution system under the Interconnection Tariff, responsibility to do so) and for performance of Seller’s obligations under this Agreement as set forth on Exhibit BAgreement, by [_________]; demonstration the date that is sixteen (16) months after the Financial Closing Date has occurred Effective Date; (iii) issuance of a full notice to proceed by Seller to its general construction contractor and commencement of construction of the Facility has commenced on by the date that is sixteen (16) months after the Effective Date; (iv) achievement of an hourly Energy generation rate or, in the case of a Net Metered Facility, hourly Excess Energy Output, that is equivalent to ninety percent (90%) of the Proposed Hourly Output for at least four complete hours (which do not need to be four consecutive hours), which amount shall be adjusted to the extent required to reflect a lack of availability of a motive energy (such as wind speed or before July 1insolation), 2017and other factors, as proposed by Seller’s engineer and accepted by Buyer in its reasonable discretion (the “Output Demonstration”) within forty-eight (48) months after the Effective Date in the case of a Small Distributed Generation Project that is a hydropower facility and eighteen (18) months after the Effective Date in the case of any other Distributed Generation Facility; and and (v) achievement of the Commercial Operation Date by July 1, 2018. the date that is twenty (20) months after the Effective Date. (b) Seller shall provide Buyer with written notice of the achievement of each Critical Milestone within seven (7) days after that achievement, which notice shall include information demonstrating with reasonable specificity that such Critical Milestone has been achieved. Seller acknowledges that Buyer requires such written notice solely for monitoring purposes, and that nothing set forth in this Agreement shall create or impose upon Buyer any responsibility or liability for the development, construction, operation or maintenance of the Facility. In addition to any extension of a date for a Critical Milestone as a result of a Force Majeure under Section 10.1, Seller may elect to extend all of the dates for the Critical Milestones not yet achieved (i) by one year without posting additional Development Period Security and (ii) by up to two additional six month periods by posting additional Development Period Security of $10 per kWh of Contract Maximum Amount for each such six-month period. In no event may Seller exercise the right to extend the Critical Milestone dates under this Section 3.1(c) by more than two years, and in no event shall any extension of the Critical Milestone dates as a result of one or more Force Majeure events exceed a cumulative total of an additional twelve (12) months. Any such election shall which information will be made in a written notice delivered acceptable to Buyer on or prior to the first date for a Critical Milestone that has not yet been achieved in its reasonable discretion. (as such date may have previously been extended). c) The Parties agree that time is of the essence with respect to the dates for Critical Milestones and is part of the consideration to Buyer in entering into this Agreement. (d) If the Facility does not achieve the Output Demonstration by the milestone date set out in Section 3.1(a)(iv), then (i) Buyer shall retain the full amount of the Performance Guarantee Deposit and (ii) this Agreement shall automatically terminate on such milestone date, and upon such termination neither Party will have any further liability to the other hereunder. Each Party agrees and acknowledges that (i) the damages that Buyer would incur due to a failure of the Facility to achieve the Output Demonstration would be difficult or impossible to predict with certainty, and (ii) it is impractical and difficult to assess actual damages in the circumstances stated, and therefore retention of the Performance Guarantee Deposit as agreed to by the Parties and set forth herein is a fair and reasonable calculation of such damages. (e) If the Facility does not achieve the Commercial Operation Date by the Commercial Operation Date milestone set out in Section 3.1(a)(v), either Party may terminate this Agreement within sixty (60) days after such date by written notice to the other Party (which termination shall be effective upon delivery of such notice), and upon such termination neither Party will have any further liability to the other hereunder.

Critical Milestones. (a) Subject to the provisions of Section Sections 3.1(c), 3.1(d), 3.1(e) and 10.1, commencing on the Effective Date, Seller shall develop the Facility in order to achieve the following milestones (“Critical Milestones”) on or before the date dates set forth in this Section 3.1(a): ): (i) receipt of all necessary approvals by the Massachusetts Energy Facilities Siting Board for construction and operation of the Facility, the interconnection of the Facility to the Interconnecting Utility and the construction of Network Upgrades, in final form and not subject to appeal or rehearing, by ; (ii) qualification determination notification under ISO-NE Tariff Section III.13.1.1.2.8 by ; (iii) receipt of all Permits (other than those referenced in Section 3.1(a)(i)) necessary to construct and operate the Facility, as set forth in Exhibit B, in final form, by [_________]; acquisition ; (iv) the achievement of all required real property rights necessary for construction and operation the Financial Closing Date or other demonstration to Buyer’s reasonable satisfaction of the financial capability of Seller to construct the Facility, including, as applicable, Seller’s financial obligations with respect to interconnection of the Facility to Buyer’s distribution system under the Interconnection Tariff, and performance of Seller’s obligations under this Agreement as set forth on Exhibit B, by [_________]; demonstration that the Financial Closing Date has occurred Interconnecting Utility and construction of the Network Upgrades, by ; (v) (A) issuance of a full notice to proceed by Seller to its general contractor and (B) commencement of construction of the Facility has commenced on or before July 1, 2017by ; and and (vi) achievement of the Commercial Operation Date by July 1December 15, 2018. 2025 (“Guaranteed Commercial Operation Date”). (b) Seller shall provide Buyer with written notice of the achievement of each Critical Milestone within seven (7) days after that achievement, which notice shall include information demonstrating with reasonable specificity that such Critical Milestone has been achieved. Seller acknowledges that Buyer requires will receive such written notice solely for monitoring purposesto monitor progress toward the Commercial Operation Date, and that nothing set forth in this Agreement Buyer shall create or impose upon Buyer any have no responsibility or liability for the development, construction, operation or maintenance of the Facility. In addition to any extension of a date for a Critical Milestone as a result of a Force Majeure under Section 10.1, . (c) Seller may elect to extend all of the dates for the Critical Milestones not yet achieved (i) by one year without posting additional Development Period Security and (ii) by up to two additional six four six-month periods from the applicable dates set forth in Section 3.1(a) by posting additional Development Period Security of in an amount equal to $10 899,100 (which is $5,000 per kWh MWh per hour of Contract Maximum Amount Amount) for each such six-month period. In no event may Seller exercise the right to extend the Critical Milestone dates under this Section 3.1(c) by more than two years, and in no event shall any extension of the Critical Milestone dates as a result of one or more Force Majeure events exceed a cumulative total of an additional twelve (12) months. Any such election shall be made in a written notice delivered to Buyer on or prior to the first date for a Critical Milestone that has not yet been achieved (as such date may have previously been extended). . (d) To the extent a Force Majeure event pursuant to Section 10.1 has occurred that prevents Seller from achieving the Critical Milestone obligation specified in Section 3.1(a)(v)(B) by the deadline stated therein or the Commercial Operation Date by the Guaranteed Commercial Operation Date, such Critical Milestone deadline shall be extended for the duration of the Force Majeure event, but under no circumstances shall such extensions of such Critical Milestone due to all Force Majeure events exceed beyond the date stated in Section 3.1(a)(v)(B) or 3.1(a)(vi), as applicable. (e) In the event the Regulatory Approval is subject to appeal or rehearing as of the one (1) year anniversary of the Effective Date or is otherwise not received by the one (1) year anniversary of the Effective Date, the date for each Critical Milestone not yet achieved shall be extended on a day-for-day basis for the duration of the delay beyond such one-year period. (f) The Parties agree that time is of the essence with respect to the Critical Milestones and is part of the consideration to Buyer in entering into this Agreement. (g) Notwithstanding the other provisions of this Agreement, or the rights of Seller under Sections 3.1(c), 3.1(d), 3.1(e), 3.2 and 10.1, in no event shall the Commercial Operation Date occur after .

Critical Milestones. (a) Subject to the provisions of Section 3.1(c3.1(d), commencing on the Effective Date, Seller shall develop the Facility in order to achieve the following milestones (“Critical Milestones”) on or before the date dates set forth in this Section 3.1(a): ): (i) receipt of all Permits necessary to construct the Facility, as set forth in Exhibit B, in final form, by [_________]; October 31, 2018; (ii) acquisition of all required real property rights necessary for construction and operation of the Facility, Facility and the interconnection of the Facility to Buyer’s distribution system under the Interconnection TariffInterconnecting Utility, other than real property rights that are the responsibility of the Interconnecting Utility, in full and performance of Seller’s obligations under this Agreement final form with all options and/or contingencies having been exercised demonstrating complete site control as set forth on in Exhibit B, by [_________]; demonstration that the Financial Closing Date; (iii) Financial Closing Date has occurred or other demonstration to Buyer’s satisfaction of the financial capability to construct the Facility, including, as applicable, Seller’s financial obligations with respect to interconnection of the Facility to the Interconnecting Utility and construction of the Facility has commenced on or before July 1Network Upgrades by October 31, 20172018; and and (iv) achievement of the Commercial Operation Date by July 1September 30, 2018. 2019 (“Guaranteed Commercial Operation Date”) (b) Seller shall provide Buyer with written notice of the achievement of each Critical Milestone within seven (7) days after that achievement, which notice shall include information demonstrating with reasonable specificity that such Critical Milestone has been achieved. Seller acknowledges that Buyer requires will receive such written notice solely for monitoring purposesto monitor progress toward the Commercial Operation Date, and that nothing set forth in this Agreement Buyer shall create or impose upon Buyer any have no responsibility or liability for the development, construction, operation or maintenance of the Facility. In addition to any extension of a date for a Critical Milestone as a result of a Force Majeure under Section 10.1, . (c) Seller may elect to extend all of the dates for the Critical Milestones not yet achieved (i) by one year without posting additional Development Period Security and (ii) by up to two additional six four six-month periods from the applicable dates set forth in Section 3.1(a) by posting additional Development Period Security of in an amount equal to $10 per kWh of Contract Maximum Amount 44,340 for each such six-month period. In no event may Seller exercise the right to extend the Critical Milestone dates under this Section 3.1(c) by more than two years, and in no event shall any extension of the Critical Milestone dates as a result of one or more Force Majeure events exceed a cumulative total of an additional twelve (12) months. Any such election shall be made in a written notice delivered to Buyer on or prior to the first date for a Critical Milestone that has not yet been achieved (as such date may have previously been extended). . (d) To the extent a Force Majeure event pursuant to Section 10.1, or a delay of the Interconnection Utility to approve or complete the interconnection of the Facility notwithstanding Seller’s good faith and timely efforts to obtain same (an “Interconnection Utility Delay”), has occurred that prevents the Seller from achieving the Critical Milestone date for acquisition of real property rights and interconnection (Section 3.1(a)(ii)) or the Commercial Operation Date (Section 3.1(a)(iv) by the applicable Milestone date, the Critical Milestone -12- Date(s) impacted by such Force Majeure event or Interconnection Utility Delay shall be extended for the duration of the Force Majeure event or Interconnection Utility Delay, but under no circumstances shall extensions of those Critical Milestone dates due to Force Majeure events or to Interconnection Utility Delays exceed twelve (12) months beyond the applicable Milestone date, and further provided, that the Seller shall not have the right to declare a Force Majeure event related to the Permits Critical Milestone (Section 3.1(a)(i)) or the Financing Critical Milestone (Section 3.1(a)(iii)). (e) The Parties agree that time is of the essence with respect to the Critical Milestones and is part of the consideration to Buyer in entering into this Agreement.

Critical Milestones. (a) Subject to the provisions of Section 3.1(c) and (d), commencing on the Effective Date, Seller shall use commercially reasonable efforts to develop the Facility in order to achieve the following milestones (“Critical Milestones”) on or before the date dates set forth in this Section 3.1(a): --9-- (i) receipt of all Permits necessary to construct the Facility, as set Formatted: Legal1 4, Tabs: 168 pt, forth in Exhibit B, in final form, by [_________December 31, 2012; Deleted: [ ]; (ii) acquisition of all required real property rights necessary for construction and operation of the Facility, interconnection of the Facility to Buyer’s distribution system under the Interconnection TariffInterconnecting Utility, and performance of Seller’s obligations under this Agreement as set forth on Exhibit B, by [_________]; December 31, 2012; (iii) demonstration that of the Financial Closing Date has occurred financial capability (whether through third party financing to Seller or Seller’s own financial assets) to proceed with the development and construction of the Facility, including, as applicable, Seller’s financial obligations with respect to interconnection of the Facility has commenced to the Interconnecting Utility and construction of the Network Upgrades by December 31, 2012; (iv) issuance of a full notice to proceed by Seller to its general construction contractor and commencement of construction of the Facility by December 31, 2012; and Deleted: [ ] [on or before July 1, 2017; and 12/31/15] (v) achievement of the Commercial Operation Date by July January 1, 20182014. Formatted: Heading 3 (No TOC), Don't adjust space between Latin and Asian text (b) Seller shall provide Buyer with written notice of the achievement of each Critical Milestone within seven (7) days after that achievement, which notice shall include information demonstrating with reasonable specificity that such Critical Milestone has been achieved. Seller acknowledges that Buyer requires such written notice solely for monitoring purposes, and that nothing set forth in this Agreement shall create or impose upon Buyer any responsibility or liability for the development, construction, operation or maintenance of the Facility. Left Deleted: [ ] Deleted: [ ] [on or before 12/31/12] Deleted: [ ] [on or before 12/31/12] Deleted: [ ] [$5 per kWh of Contract Maximum Amount] (c) In addition to any extension of a date for a Critical Milestone as a result of a Force Majeure under Section 10.1, Seller may elect to extend all of the dates for the Critical Milestones not yet achieved (i) by one year without posting additional Development Period Security and (ii) by up to two additional six month periods by posting additional Development Period Security of $10 per kWh of Contract Maximum Amount for each such six-month period. In no event may Seller exercise the right to extend the Critical Milestone dates under this Section 3.1(c) by more than two years, (d) In addition to any extension of a date for a Critical Milestone as a result of a Force Majeure and notwithstanding anything herein to the contrary, all of the dates for any Critical Milestone not achieved shall be extended on a day-for-day basis for each day (i) that --10-- and in no event shall any extension of the Critical Milestone dates as a result of one or more Force Majeure events exceed a cumulative total of an additional twelve (12) months. Any such election shall be made in a written notice delivered to Buyer on or prior to the first date for a Critical Milestone that has not yet been achieved (as such date may have previously been extended). The Parties agree that time is of the essence with respect to the Critical Milestones and is part of the consideration to Buyer in entering into this Agreement.

Critical Milestones. (a) Subject to the provisions of Section Sections 3.1(c), 3.1(d), 3.1(e) and 10.1 commencing on the Effective Date, Seller shall develop the Facility in order to achieve the following milestones (“Critical Milestones”) on or before the date dates set forth in this Section 3.1(a): 3.1(a):‌ (i) receipt of all Permits necessary to construct the Facility, as set forth in Exhibit B, in final form, by [_________]; ; (ii) acquisition of all required real property rights in addition to the federal lease referenced in Section 7.2(m) necessary for construction and operation of the Facility, Facility and the interconnection of the Facility to Buyer’s distribution system under the Interconnection Tariff, Interconnecting Utility in full and performance of Seller’s obligations under this Agreement final form with all options and/or contingencies having been exercised demonstrating complete site control as set forth on in Exhibit B, by [_________]; ; (iii) closing of the Financing or other demonstration that to Buyer’s satisfaction of the Financial Closing Date has occurred financial capability to construct the Facility, including, as applicable, Seller’s financial obligations with respect to interconnection of the Facility to the Interconnecting Utility and construction of the Facility has commenced on or before July 1, 2017Network Upgrades by ; and and (iv) achievement of the Commercial Operation Date by July 1January 15, 2018. 2023 (“Guaranteed Commercial Operation Date”). (b) Seller shall provide Buyer with written notice of the achievement of each Critical Milestone within seven (7) days after that achievement, which notice shall include information demonstrating with reasonable specificity that such Critical Milestone has been achieved. Seller acknowledges that Buyer requires will receive such written notice solely for monitoring purposesto monitor progress toward the Commercial Operation Date, and that nothing set forth in this Agreement Buyer shall create or impose upon Buyer any have no responsibility or liability for the development, construction, operation or maintenance of the Facility. In addition to any extension of a date for a Critical Milestone as a result of a Force Majeure under Section 10.1, . (c) Seller may elect to extend all of the dates for the Critical Milestones not yet achieved (i) by one year without posting additional Development Period Security and (ii) by up to two additional six four six-month periods from the applicable dates set forth in Section 3.1(a) by posting additional Development Period Security in an amount equal to $1,057,000 (which is equal to $5,000 per MWh per hour of $10 per kWh of the Contract Maximum Amount Amount) for each such six-month period. In no event may Seller exercise the right to extend the Critical Milestone dates under this Section 3.1(c) by more than two years, and in no event shall any extension of the Critical Milestone dates as a result of one or more Force Majeure events exceed a cumulative total of an additional twelve (12) months. Any such election shall be made in a written notice delivered to Buyer on or prior to the first date for a Critical Milestone that has not yet been achieved (as such date may have previously been extended). . (d) To the extent a Force Majeure event pursuant to Section 10.1 has occurred, and such event prevents the Seller from achieving the Critical Milestone date for acquisition of real property rights and interconnection (Section 3.1(a)(ii)) or the Commercial Operation Date (Section 3.1(a)(iv)) by the applicable Critical Milestone date, the Critical Milestone Date(s) impacted by such Force Majeure event shall be extended for the duration of the Force Majeure event, but under no circumstances shall extensions of those Critical Milestone Dates due to Force Majeure events exceed twenty-four (24) months beyond the applicable Critical Milestone date, and further provided, that the Seller shall not have the right to declare a Force Majeure event related to the Permits Critical Milestone (Section 3.1(a)(i)) or the Financing Critical Milestone (Section 3.1(a)(iii)). (e) In the event that the MDPU Order is appealed, the dates for each of the Critical Milestones that has not been achieved prior to that appeal being filed shall be extended on a day-for-day basis for the period of time from such appeal being filed until such appeal is finally determined; provided, however, that this Section 3.1(e) will not affect the rights of the Parties to terminate this Agreement under Section 8.1. (f) Notwithstanding the other provisions of this Agreement, or the rights of Seller pursuant to Sections 3.1(c), 3.1(d), 3.1(e) and 10.1, in no event shall the Guaranteed Commercial Operation Date be extended beyond . (g) The Parties agree that time is of the essence with respect to the Critical Milestones and is part of the consideration to Buyer in entering into this Agreement.

Critical Milestones. Subject to the provisions of Section 3.1(c), commencing on the Effective Date, Seller shall develop the Facility in order to achieve the following milestones (“Critical Milestones”) on or before the date set forth in this Section 3.1(a): receipt of all Permits necessary to construct the Facility, as set forth in Exhibit B, in final form, by [_________]; acquisition of all required real property rights necessary for construction and operation of the Facility, interconnection of the Facility to Buyer’s distribution system under the Interconnection TariffInterconnecting Utility, and performance of Seller’s obligations under this Agreement as set forth on Exhibit B, by [_________]; demonstration that of the Financial Closing Date has occurred financial capability (whether through third party financing to Seller or Seller’s own financial assets) to proceed with the development and construction of the Facility, including, as applicable, Seller’s financial obligations with respect to interconnection of the Facility has commenced to the Interconnecting Utility and construction of the Network Upgrades by [___________] [on or before July 1September 30, 20172014]; issuance of a full notice to proceed by Seller to its general construction contractor and commencement of construction of the Facility by [___________] [on or before TBD]; and achievement of the Commercial Operation Date by July 1[___________] [on or before June 30, 20182015]. Seller shall provide Buyer with written notice of the achievement of each Critical Milestone within seven (7) days after that achievement, which notice shall include information demonstrating with reasonable specificity that such Critical Milestone has been achieved. Seller acknowledges that Buyer requires such written notice solely for monitoring purposes, and that nothing set forth in this Agreement shall create or impose upon Buyer any responsibility or liability for the development, construction, operation or maintenance of the Facility. In addition to any extension of a date for a Critical Milestone as a result of a Force Majeure under Section 10.1, Seller may elect to extend all of the dates for the Critical Milestones not yet achieved (i) by one year without posting additional Development Period Security and (ii) by up to two additional six month periods by posting additional Development Period Security of $10 [________] [$5 per kWh of Contract Maximum Amount Amount] for each such six-month period. In no event may Seller exercise the right to extend the Critical Milestone dates under this Section 3.1(c) by more than two years, and in no event shall any extension of the Critical Milestone dates as a result of one or more Force Majeure events exceed a cumulative total of an additional twelve (12) months. Any such election shall be made in a written notice delivered to Buyer on or prior to the first date for a Critical Milestone that has not yet been achieved (as such date may have previously been extended). The Parties agree that time is of the essence with respect to the Critical Milestones and is part of the consideration to Buyer in entering into this Agreement.

Critical Milestones. (a) Subject to the provisions of Section 3.1(c), commencing on the Effective Date, Seller shall develop the Facility in order to achieve the following milestones (“Critical Milestones”) on or before the date set forth in this Section 3.1(a): ): (i) receipt of all Permits necessary to construct the Facility, as set forth in Exhibit B, in final form, by [_________[ ]; ; (ii) acquisition of all required real property rights necessary for construction and operation of the Facility, interconnection of the Facility to Buyer’s distribution system under the Interconnection TariffInterconnecting Utility, and performance of Seller’s obligations under this Agreement as set forth on Exhibit B, by [________[ _]; ; (iii) demonstration that of the Financial Closing Date has occurred financial capability (whether through third party financing to Seller or Seller’s own financial assets) to proceed with the development and construction of the Facility, including, as applicable, Seller’s financial obligations with respect to interconnection of the Facility has commenced to the Interconnecting Utility and construction of the Network Upgrades by [ ] [on or before July 1, 2017TBD]; (iv) issuance of a full notice to proceed by Seller to its general construction contractor and commencement of construction of the Facility by [ ] [on or before TBD]; and and (v) achievement of the Commercial Operation Date by July 1, 2018. [ ] [on or before TBD]. (b) Seller shall provide Buyer with written notice of the achievement of each Critical Milestone within seven (7) days after that achievement, which notice shall include information demonstrating with reasonable specificity that such Critical Milestone has been achieved. Seller acknowledges that Buyer requires such written notice solely for monitoring purposes, and that nothing set forth in this Agreement shall create or impose upon Buyer any responsibility or liability for the development, construction, operation or maintenance of the Facility. . (c) In addition to any extension of a date for a Critical Milestone as a result of a Force Majeure under Section 10.1, Seller may elect to extend all of the dates for the Critical Milestones not yet achieved (i) by one year without posting additional Development Period Security and (ii) by up to two additional six month periods by posting additional Development Period Security of $10 [ ] [$5 per kWh of Contract Maximum Amount Amount] for each such six-month period. In no event may Seller exercise the right to extend the Critical Milestone dates under this Section 3.1(c) by more than two years, and in no event shall any extension of the Critical Milestone dates as a result of one or more Force Majeure events exceed a cumulative total of an additional twelve (12) months. Any such election shall be made in a written notice delivered to Buyer on or prior to the first date for a Critical Milestone that has not yet been achieved (as such date may have previously been extended). . (d) The Parties agree that time is of the essence with respect to the Critical Milestones and is part of the consideration to Buyer in entering into this Agreement.

Critical Milestones. (a) Subject to the provisions of Section SectionSections 3.1(c), 3.1(d), 3.1(e) and 10.1 commencing on the Effective Date, Seller shall develop the Facility in order to achieve the following milestones (“Critical Milestones”) on or before the date dates set forth in this Section 3.1(a): ): (i) receipt of all Permits necessary to construct the Facility, as set forth in Exhibit B, in final form, by [_________[ ]; ; (ii) acquisition of all required real property rights in additionaladdition to the federal lease referenced in Section 7.2(m) necessary for construction and operation of the Facility, Facility and the interconnection of the Facility to Buyer’s distribution system under the Interconnection Tariff, Interconnecting Utility in full and performance of Seller’s obligations under this Agreement final form with all options and/or contingencies having been exercised demonstrating complete site control as set forth on in Exhibit B, by [_________[ ]; ; (iii) closing of the Financing or other demonstration that to Buyer’s satisfaction of the Financial Closing Date has occurred financial capability to construct the Facility, including, as applicable, Seller’s financial obligations with respect to interconnection of the Facility to the Interconnecting Utility and construction of the Facility has commenced Network Upgrades by [ ] [on or before July 1, 2017]; and ; and (iv) achievement of the Commercial Operation Date by July [ ] [(“January 15, 2023 (“Guaranteed Commercial Operation Date”)]. [This date shall not be earlier than January 1, 2018. 2018 and not later than December 31, 20[ ].].”). (b) Seller shall provide Buyer with written notice of the achievement of each Critical Milestone within seven (7) days after that achievement, which notice shall include information demonstrating with reasonable specificity that such Critical Milestone has been achieved. Seller acknowledges that Buyer requires will receive such written notice solely for monitoring purposesto monitor progress toward the Commercial Operation Date, and that nothing set forth in this Agreement Buyer shall create or impose upon Buyer any have no responsibility or liability for the development, construction, operation or maintenance of the Facility. In addition to any extension of a date for a Critical Milestone as a result of a Force Majeure under Section 10.1, . (c) Seller may elect to extend all of the dates for the Critical Milestones not yet achieved (i) by one year without posting additional Development Period Security and (ii) by up to two additional six four six-month periods from the applicable dates set forth in Section 3.1(a) by posting additional Development Period Security in an amount equal to $19,800 (which is equal to $5,000 per MWh per hour of $10 per kWh of the Contract Maximum Amount Amount) for each such six-month period. In no event may Seller exercise the right to extend the Critical Milestone dates under this Section 3.1(c) by more than two years, and in no event shall any extension of the Critical Milestone dates as a result of one or more Force Majeure events exceed a cumulative total of an additional twelve (12) months. Any such election shall be made in a written notice delivered to Buyer on or prior to the first date for a Critical Milestone that has not yet been achieved (as such date may have previously been extended). (d) To the extent a Force Majeure event pursuant to Section 10.1 has occurred that, and such event prevents the Seller from achieving the Critical Milestone date for acquisition of real property rights and interconnection (Section 3.1(a)(ii)) or the Commercial Operation Date (Section 3.1(a)(iv))) by the applicable Critical Milestone date, the Critical Milestone Date(s) impacted by such Force Majeure event shall be extended for the duration of the Force Majeure event, but under no circumstances shall extensions of those Critical Milestone datesDates due to Force Majeure events exceed twelve (12twenty-four (24) months beyond the applicable Critical Milestone date, and further provided, that the Seller shall not have the right to declare a Force Majeure event related to the Permits Critical Milestone (Section 3.1(a)(i)) or the Financing Critical Milestone (Section 3.1(a)(iii)). (e) In the event that the MDPU Order is appealed, the dates for each of the Critical Milestones that has not been achieved prior to that appeal being filed shall be extended on a day-for-day basis for the period of time from such appeal being filed until such appeal is finally determined; provided, however, that this Section 3.1(e) will not affect the rights of the Parties to terminate this Agreement under Section 8.1. . (f) Notwithstanding the other provisions of this Agreement, or the rights of Seller pursuant to Sections 3.1(c), 3.1(d), 3.1(e) and 10.1, in no event shall the Guaranteed Commercial Operation Date be extended beyond (e) (g) The Parties agree that time is of the essence with respect to the Critical Milestones and is part of the consideration to Buyer in entering into this Agreement.

Critical Milestones. (a) Subject to the provisions of Section 3.1(c3.1(d), commencing on the Effective Date, Seller shall develop the Facility in order to achieve the following milestones (“Critical Milestones”) on or before the date dates set forth in this Section 3.1(a): ): (i) receipt of all Permits necessary to construct the Facility, as set forth in Exhibit B, in final form, by [_________]; by (ii) acquisition of all required real property rights necessary for construction and operation of the Facility, Facility and the interconnection of the Facility to Buyer’s distribution system under the Interconnection Tariff, Interconnecting Utility in full and performance of Seller’s obligations under this Agreement final form with all options and/or contingencies having been exercised demonstrating complete site control as set forth on in Exhibit B, by [_________]; ; (iii) closing of the Financing or other demonstration that to Buyer’s satisfaction of the Financial Closing Date has occurred financial capability to construct the Facility, including, as applicable, Seller’s financial obligations with respect to interconnection of the Facility to the Interconnecting Utility and construction of the Facility has commenced on or before July 1, 2017Network Upgrades by ; and and (iv) achievement of the Commercial Operation Date by July 1, 2018. (“Guaranteed Commercial Operation Date”). (b) Seller shall provide Buyer with written notice of the achievement of each Critical Milestone within seven (7) days after that achievement, which notice shall include information demonstrating with reasonable specificity that such Critical Milestone has been achieved. Seller acknowledges that Buyer requires will receive such written notice solely for monitoring purposesto monitor progress toward the Commercial Operation Date, and that nothing set forth in this Agreement Buyer shall create or impose upon Buyer any have no responsibility or liability for the development, construction, operation or maintenance of the Facility. . (c) In addition to any extension of to a date for a Critical Milestone as a result of a Force Majeure under Section 10.1, Seller may elect to extend all of the dates for the Critical Milestones not yet achieved (i) by one year without posting additional Development Period Security and (ii) by up to two additional six four six-month periods from the applicable dates set forth in Section 3.1(a) by posting additional Development Period Security of in an amount equal to $10 per kWh of Contract Maximum Amount 19,980.00 for each such six-month period. In no event may Seller exercise the right to extend the Critical Milestone dates under this Section 3.1(c) by more than two years, and in no event shall any extension of the Critical Milestone dates as a result of one or more Force Majeure events exceed a cumulative total of an additional twelve (12) months. Any such election shall be made in a written notice delivered to Buyer on or prior to the first date for a Critical Milestone that has not yet been achieved (as such date may have previously been extended). . (d) To the extent a Force Majeure event pursuant to Section 10.1 has occurred that prevents the Seller from achieving the Critical Milestone date for acquisition of real property rights and interconnection (Section 3.1(a)(ii)) or the Commercial Operation Date (Section 3.1(a)(iv) by the applicable Milestone date, the Critical Milestone Date(s) impacted by such Force Majeure event shall be extended for the duration of the Force Majeure event, but under no circumstances shall extensions of those Critical Milestone dates due to Force Majeure events exceed twelve (12) months beyond the applicable Milestone date, and further provided, that the Seller shall not have the right to declare a Force Majeure event related to the Permits Critical Milestone (Section 3.1(a)(i)) or the Financing Critical Milestone (Section 3.1(a)(iii)). (e) The Parties agree that time is of the essence with respect to the Critical Milestones and is part of the consideration to Buyer in entering into this Agreement.

Critical Milestones. ‌ Subject to the provisions of Section 3.1(c3.1(d), commencing on the Effective Date, Seller shall develop the Facility in order to achieve the following milestones (“Critical Milestones”) on or before the date dates set forth in this Section 3.1(a): receipt of all Permits necessary to construct the Facility, as set forth in Exhibit B, in final form, by [_________]; acquisition of all required real property rights necessary for construction and operation of the Facility, Facility and the interconnection of the Facility to Buyer’s distribution system under the Interconnection Tariff, Interconnecting Utility in full and performance of Seller’s obligations under this Agreement final form with all options and/or contingencies having been exercised demonstrating complete site control as set forth on in Exhibit B, by [_________]; demonstration that closing of the Financial Closing Date has occurred Financing adequate for the development and construction of the Facility has commenced on or before July 1other demonstration to Buyer’s satisfaction of the financial capability to construct the Facility, 2017including, as applicable, Seller’s financial obligations with respect to interconnection of the Facility to the Interconnecting Utility and construction of the Network Upgrades by ; and achievement of the Commercial Operation Date by July 1, 2018(“Guaranteed Commercial Operation Date”). Seller shall provide Buyer with written notice of the achievement of each Critical Milestone within seven (7) days after that achievement, which notice shall include information demonstrating with reasonable specificity that such Critical Milestone has been achieved. Seller acknowledges that Buyer requires will receive such written notice solely for monitoring purposesto monitor progress toward the Commercial Operation Date, and that nothing set forth in this Agreement Buyer shall create or impose upon Buyer any have no responsibility or liability for the development, construction, operation or maintenance of the Facility. In addition to any extension of a date for a Critical Milestone as a result of a Force Majeure under Section 10.1, Seller may elect to extend all of the dates for the Critical Milestones not yet achieved (i) by one year without posting additional Development Period Security and (ii) by up to two additional six four six-month periods from the applicable dates set forth in Section 3.1(a) by posting additional Development Period Security of $10 per kWh of Contract Maximum Amount in an amount equal to for each such six-month period. In no event may Seller exercise the right to extend the Critical Milestone dates under this Section 3.1(c) by more than two years, and in no event shall any extension of the Critical Milestone dates as a result of one or more Force Majeure events exceed a cumulative total of an additional twelve (12) months. Any such election shall be made in a written notice delivered to Buyer on or prior to the first date for a Critical Milestone that has not yet been achieved (as such date may have previously been extended). To the extent a Force Majeure event pursuant to Section 10.1 has occurred that prevents the Seller from achieving the Critical Milestone date for acquisition of real property rights and interconnection (Section 3.1(a)(ii)) or the Commercial Operation Date (Section 3.1(a)(iv) by the applicable Milestone date, the Critical Milestone Date(s) impacted by such Force Majeure event shall be extended for the duration of the Force Majeure event, but under no circumstances shall extensions of those Critical Milestone dates due to Force Majeure events exceed eighteen (18) months beyond the applicable Milestone date, and further provided, that the Seller shall not have the right to declare a Force Majeure event related to the Permits Critical Milestone (Section 3.1(a)(i)) or the Financing Critical Milestone (Section 3.1(a)(iii)). The Parties agree that time is of the essence with respect to the Critical Milestones and is part of the consideration to Buyer in entering into this Agreement.

Critical Milestones. (a) Subject to the provisions of Section 3.1(c3.1(d), commencing on the Effective Date, Seller shall develop the Facility in order to achieve the following milestones (“Critical Milestones”) on or before the date dates set forth in this Section 3.1(a): ): (i) receipt of all Permits necessary to construct the Facility, as set forth in Exhibit B, in final form, by [_________]; October 31, 2018; (ii) acquisition of all required real property rights necessary for construction and operation of the Facility, Facility and the interconnection of the Facility to Buyer’s distribution system under the Interconnection TariffInterconnecting Utility, other than real property rights that are the responsibility of the Interconnecting Utility, in full and performance of Seller’s obligations under this Agreement final form with all options and/or contingencies having been exercised demonstrating complete site control as set forth on in Exhibit B, by [_________]; demonstration that the Financial Closing Date; (iii) Financial Closing Date has occurred or other demonstration to Buyer’s satisfaction of the financial capability to construct the Facility, including, as applicable, Seller’s financial obligations with respect to interconnection of the Facility to the Interconnecting Utility and construction of the Facility has commenced on or before July 1Network Upgrades by October 31, 20172018; and and (iv) achievement of the Commercial Operation Date by July 1September 30, 2018. 2019 (“Guaranteed Commercial Operation Date”) (b) Seller shall provide Buyer with written notice of the achievement of each Critical Milestone within seven (7) days after that achievement, which notice shall include information demonstrating with reasonable specificity that such Critical Milestone has been achieved. Seller acknowledges that Buyer requires will receive such written notice solely for monitoring purposesto monitor progress toward the Commercial Operation Date, and that nothing set forth in this Agreement Buyer shall create or impose upon Buyer any have no responsibility or liability for the development, construction, operation or maintenance of the Facility. In addition to any extension of a date for a Critical Milestone as a result of a Force Majeure under Section 10.1, . (c) Seller may elect to extend all of the dates for the Critical Milestones not yet achieved (i) by one year without posting additional Development Period Security and (ii) by up to two additional six four six-month periods from the applicable dates set forth in Section 3.1(a) by posting additional Development Period Security of in an amount equal to $10 per kWh of Contract Maximum Amount 47,020 for each such six-month period. In no event may Seller exercise the right to extend the Critical Milestone dates under this Section 3.1(c) by more than two years, and in no event shall any extension of the Critical Milestone dates as a result of one or more Force Majeure events exceed a cumulative total of an additional twelve (12) months. Any such election shall be made in a written notice delivered to Buyer on or prior to the first date for a Critical Milestone that has not yet been achieved (as such date may have previously been extended). . (d) To the extent a Force Majeure event pursuant to Section 10.1, or a delay of the Interconnection Utility to approve or complete the interconnection of the Facility notwithstanding Seller’s good faith and timely efforts to obtain same (an “Interconnection Utility Delay”), has occurred that prevents the Seller from achieving the Critical Milestone date for acquisition of real property rights and interconnection (Section 3.1(a)(ii)) or the Commercial Operation Date (Section 3.1(a)(iv) by the applicable Milestone date, the Critical Milestone Date(s) impacted by such Force Majeure event or Interconnection Utility Delay shall be extended for the duration of the Force Majeure event or Interconnection Utility Delay, but under no circumstances shall extensions of those Critical Milestone dates due to Force Majeure events or to Interconnection Utility Delays exceed twelve (12) months beyond the applicable Milestone date, and further provided, that the Seller shall not have the right to declare a Force Majeure event related to the Permits Critical Milestone (Section 3.1(a)(i)) or the Financing Critical Milestone (Section 3.1(a)(iii)). (e) The Parties agree that time is of the essence with respect to the Critical Milestones and is part of the consideration to Buyer in entering into this Agreement.

Critical Milestones. (a) Subject to the provisions of Section 3.1(c3.1(d), commencing on the Effective Date, Seller shall develop the Facility in order to achieve the following milestones (“Critical Milestones”) on or before the date dates set forth in this Section 3.1(a): ): (i) receipt of all Permits necessary to construct the Facility, as set forth in Exhibit B, in final form, by [_________]; ; (ii) acquisition of all required real property rights necessary for construction and operation of the Facility, Facility and the interconnection of the Facility to Buyer’s distribution system under the Interconnection Tariff, Interconnecting Utility in full and performance of Seller’s obligations under this Agreement final form with all options and/or contingencies having been exercised demonstrating complete site control as set forth on in Exhibit B, by [_________]; ; (iii) closing of the Financing or other demonstration that to Buyer’s satisfaction of the Financial Closing Date has occurred financial capability to construct the Facility, including, as applicable, Seller’s financial obligations with respect to interconnection of the Facility to the Interconnecting Utility and construction of the Facility has commenced on or before July 1, 2017Network Upgrades by ; and and (iv) achievement of the Commercial Operation Date by July 1, 2018. (“Guaranteed Commercial Operation Date”). (b) Seller shall provide Buyer with written notice of the achievement of each Critical Milestone within seven (7) days after that achievement, which notice shall include information demonstrating with reasonable specificity that such Critical Milestone has been achieved. Seller acknowledges that Buyer requires will receive such written notice solely for monitoring purposesto monitor progress toward the Commercial Operation Date, and that nothing set forth in this Agreement Buyer shall create or impose upon Buyer any have no responsibility or liability for the development, construction, operation or maintenance of the Facility. . (c) In addition to any extension of to a date for a Critical Milestone as a result of a Force Majeure under Section 10.1, Seller may elect to extend all of the dates for the Critical Milestones not yet achieved (i) by one year without posting additional Development Period Security and (ii) by up to two additional six four six-month periods from the applicable dates set forth in Section 3.1(a) by posting additional Development Period Security of in an amount equal to $10 per kWh of Contract Maximum Amount 11,085.00 for each such six-month period. In no event may Seller exercise the right to extend the Critical Milestone dates under this Section 3.1(c) by more than two years, and in no event shall any extension of the Critical Milestone dates as a result of one or more Force Majeure events exceed a cumulative total of an additional twelve (12) months. Any such election shall be made in a written notice delivered to Buyer on or prior to the first date for a Critical Milestone that has not yet been achieved (as such date may have previously been extended). . (d) To the extent a Force Majeure event pursuant to Section 10.1 has occurred that prevents the Seller from achieving the Critical Milestone date for acquisition of real property rights and interconnection (Section 3.1(a)(ii)) or the Commercial Operation Date (Section 3.1(a)(iv) by the applicable Milestone date, the Critical Milestone Date(s) impacted by such Force Majeure event shall be extended for the duration of the Force Majeure event, but under no circumstances shall extensions of those Critical Milestone dates due to Force Majeure events exceed twelve (12) months beyond the applicable Milestone date, and further provided, that the Seller shall not have the right to declare a Force Majeure event related to the Permits Critical Milestone (Section 3.1(a)(i)) or the Financing Critical Milestone (Section 3.1(a)(iii)). (e) The Parties agree that time is of the essence with respect to the Critical Milestones and is part of the consideration to Buyer in entering into this Agreement.

Critical Milestones. Subject to the provisions of Section 3.1(c), commencing (a) Commencing on the Effective Date, Seller shall develop the Facility in order to achieve the following milestones (“Critical Milestones”) on or before the date set forth in this Section 3.1(a): ): (i) receipt of all Permits necessary to construct the Facility, as set forth in Exhibit Bon the Cover Sheet hereto, in final form, by [_________]; the date that is sixteen (16) months after the Effective Date; (ii) acquisition of all required real property and other site control rights necessary for construction and operation of the Facility, for interconnection of the Facility to Buyerthe Interconnecting Utility, for construction of the Network Upgrades (to the extent it is Seller’s distribution system under the Interconnection Tariff, responsibility to do so) and for performance of Seller’s obligations under this Agreement as set forth on Exhibit BAgreement, by [_________]; demonstration the date that is sixteen (16) months after the Financial Closing Date has occurred Effective Date; (iii) issuance of a full notice to proceed by Seller to its general construction contractor and commencement of construction of the Facility has commenced on by the date that is sixteen (16) months after the Effective Date; (iv) achievement of an hourly Energy generation rate or, in the case of a Net Metered Facility, hourly Excess Energy Output, that is equivalent to ninety percent (90%) of the Proposed Hourly Output for at least four complete hours (which do not need to be four consecutive hours), which amount shall be adjusted to the extent required to reflect a lack of availability of a motive energy (such as wind speed or before July 1insolation), 2017and other factors, as proposed by Seller’s engineer and accepted by Buyer in its reasonable discretion (the “Output Demonstration”) within (i) forty-eight (48) months after the Effective Date in the case of a Small Distributed Generation Project that is a hydropower facility, (ii) thirty-six (36) months after the Effective Date in the case of an anaerobic digestion facility, and (iii) eighteen (18) months after the Effective Date in the case of any other Distributed Generation Facility; and and (v) achievement of the Commercial Operation Date by July 1, 2018. Seller shall provide Buyer with written notice of the achievement of each Critical Milestone within seven (7) days after date that achievement, which notice shall include information demonstrating with reasonable specificity that such Critical Milestone has been achieved. Seller acknowledges that Buyer requires such written notice solely for monitoring purposes, and that nothing set forth in this Agreement shall create or impose upon Buyer any responsibility or liability for the development, construction, operation or maintenance of the Facility. In addition to any extension of a date for a Critical Milestone as a result of a Force Majeure under Section 10.1, Seller may elect to extend all of the dates for the Critical Milestones not yet achieved is (i) by one year without posting additional Development Period Security and fifty (ii50) by up to two additional six month periods by posting additional Development Period Security months after the Effective Date in the case of $10 per kWh of Contract Maximum Amount for each such six-month period. In no event may Seller exercise the right to extend the Critical Milestone dates under this Section 3.1(c) by more than two years, and in no event shall any extension of the Critical Milestone dates as a result of one or more Force Majeure events exceed Small Distributed Generation Project that is a cumulative total of an additional twelve (12) months. Any such election shall be made in a written notice delivered to Buyer on or prior to the first date for a Critical Milestone that has not yet been achieved (as such date may have previously been extended). The Parties agree that time is of the essence with respect to the Critical Milestones and is part of the consideration to Buyer in entering into this Agreement.hydropower facility,

Critical Milestones. (a) Subject to the provisions of Section 3.1(c3.1(d), commencing on the Effective Date, Seller shall develop the Facility in order to achieve the following milestones (“Critical Milestones”) on or before the date dates set forth in this Section 3.1(a): ): (i) receipt of all Permits necessary to construct the Facility, as set forth in Exhibit B, in final form, by [_________]; ; (ii) acquisition of all required real property rights necessary for construction and operation of the Facility, Facility and the interconnection of the Facility to Buyer’s distribution system under the Interconnection Tariff, Interconnecting Utility in full and performance of Seller’s obligations under this Agreement final form with all options and/or contingencies having been exercised demonstrating complete site control as set forth on in Exhibit B, by [_________]; ; (iii) closing of the Financing or other demonstration that to Buyer’s satisfaction of the Financial Closing Date has occurred financial capability to construct the Facility, including, as applicable, Seller’s financial obligations with respect to interconnection of the Facility to the Interconnecting Utility and construction of the Facility has commenced on or before July 1, 2017Network Upgrades by ; and and (iv) achievement of the Commercial Operation Date by July 1, 2018. (“Guaranteed Commercial Operation Date”). (b) Seller shall provide Buyer with written notice of the achievement of each Critical Milestone within seven (7) days after that achievement, which notice shall include information demonstrating with reasonable specificity that such Critical Milestone has been achieved. Seller acknowledges that Buyer requires will receive such written notice solely for monitoring purposesto monitor progress toward the Commercial Operation Date, and that nothing set forth in this Agreement Buyer shall create or impose upon Buyer any have no responsibility or liability for the development, construction, operation or maintenance of the Facility. . (c) In addition to any extension of to a date for a Critical Milestone as a result of a Force Majeure under Section 10.1, Seller may elect to extend all of the dates for the Critical Milestones not yet achieved (i) by one year without posting additional Development Period Security and (ii) by up to two additional six four six-month periods from the applicable dates set forth in Section 3.1(a) by posting additional Development Period Security of in an amount equal to $10 per kWh of Contract Maximum Amount 18,840.00 for each such six-month period. In no event may Seller exercise the right to extend the Critical Milestone dates under this Section 3.1(c) by more than two years, and in no event shall any extension of the Critical Milestone dates as a result of one or more Force Majeure events exceed a cumulative total of an additional twelve (12) months. Any such election shall be made in a written notice delivered to Buyer on or prior to the first date for a Critical Milestone that has not yet been achieved (as such date may have previously been extended). . (d) To the extent a Force Majeure event pursuant to Section 10.1 has occurred that prevents the Seller from achieving the Critical Milestone date for acquisition of real property rights and interconnection (Section 3.1(a)(ii)) or the Commercial Operation Date (Section 3.1(a)(iv) by the applicable Milestone date, the Critical Milestone Date(s) impacted by such Force Majeure event shall be extended for the duration of the Force Majeure event, but under no circumstances shall extensions of those Critical Milestone dates due to Force Majeure events exceed twelve (12) months beyond the applicable Milestone date, and further provided, that the Seller shall not have the right to declare a Force Majeure event related to the Permits Critical Milestone (Section 3.1(a)(i)) or the Financing Critical Milestone (Section 3.1(a)(iii)). (e) The Parties agree that time is of the essence with respect to the Critical Milestones and is part of the consideration to Buyer in entering into this Agreement.

Critical Milestones. (a) Subject to the provisions of Section 3.1(c3.1(d), commencing on the Effective Date, Seller shall develop the Facility in order to achieve the following milestones (“Critical Milestones”) on or before the date dates set forth in this Section 3.1(a): ): (i) receipt of all Permits necessary to construct the Facility, as set forth in Exhibit B, in final form, by [_________]; by (ii) acquisition of all required real property rights necessary for construction and operation of the Facility, Facility and the interconnection of the Facility to Buyer’s distribution system under the Interconnection Tariff, Interconnecting Utility in full and performance of Seller’s obligations under this Agreement final form with all options and/or contingencies having been exercised demonstrating complete site control as set forth on in Exhibit B, by [_________]; by (iii) closing of the Financing or other demonstration that to Buyer’s satisfaction of the Financial Closing Date has occurred financial capability to construct the Facility, including, as applicable, Seller’s financial obligations with respect to interconnection of the Facility to the Interconnecting Utility and construction of the Facility has commenced on or before July 1, 2017; and Network Upgrades by and (iv) achievement of the Commercial Operation Date by July 1, 2018. (“Guaranteed Commercial Operation Date”). (b) Seller shall provide Buyer with written notice of the achievement of each Critical Milestone within seven (7) days after that achievement, which notice shall include information demonstrating with reasonable specificity that such Critical Milestone has been achieved. Seller acknowledges that Buyer requires will receive such written notice solely for monitoring purposesto monitor progress toward the Commercial Operation Date, and that nothing set forth in this Agreement Buyer shall create or impose upon Buyer any have no responsibility or liability for the development, construction, operation or maintenance of the Facility. . (c) In addition to any extension of to a date for a Critical Milestone as a result of a Force Majeure under Section 10.1, Seller may elect to extend all of the dates for the Critical Milestones not yet achieved (i) by one year without posting additional Development Period Security and (ii) by up to two additional six four six-month periods from the applicable dates set forth in Section 3.1(a) by posting additional Development Period Security of in an amount equal to $10 per kWh of Contract Maximum Amount 11,755.00 for each such six-month period. In no event may Seller exercise the right to extend the Critical Milestone dates under this Section 3.1(c) by more than two years, and in no event shall any extension of the Critical Milestone dates as a result of one or more Force Majeure events exceed a cumulative total of an additional twelve (12) months. Any such election shall be made in a written notice delivered to Buyer on or prior to the first date for a Critical Milestone that has not yet been achieved (as such date may have previously been extended). . (d) To the extent a Force Majeure event pursuant to Section 10.1 has occurred that prevents the Seller from achieving the Critical Milestone date for acquisition of real property rights and interconnection (Section 3.1(a)(ii)) or the Commercial Operation Date (Section 3.1(a)(iv) by the applicable Milestone date, the Critical Milestone Date(s) impacted by such Force Majeure event shall be extended for the duration of the Force Majeure event, but under no circumstances shall extensions of those Critical Milestone dates due to Force Majeure events exceed twelve (12) months beyond the applicable Milestone date, and further provided, that the Seller shall not have the right to declare a Force Majeure event related to the Permits Critical Milestone (Section 3.1(a)(i)) or the Financing Critical Milestone (Section 3.1(a)(iii)). (e) The Parties agree that time is of the essence with respect to the Critical Milestones and is part of the consideration to Buyer in entering into this Agreement.

Critical Milestones. (a) Subject to the provisions of Section 3.1(c), commencing on the Effective Date, Seller shall develop the Facility in order to achieve the following milestones (“Critical Milestones”) on or before the date set forth in this Section 3.1(a): ): (i) receipt of all Permits necessary to construct the Facility, as set forth in Exhibit B, in final form, by [_________]; the date that is six (6) months after the Effective Date; (ii) acquisition of all required real property and other site control rights necessary for construction and operation of the Facility, interconnection of the Facility to Buyerthe Interconnecting Utility, construction of the Network Upgrades (to the extent it is Seller’s distribution system under the Interconnection Tariff, responsibility to do so) and performance of Seller’s obligations under this Agreement as set forth on Exhibit B, by [_________]; demonstration the date that is six (6) months after the Financial Closing Date has occurred Effective Date; (iii) closing of Financing required in order for Seller to proceed with the construction of the Facility, including, as applicable, Seller’s financial obligations with respect to interconnection of the Facility to the Interconnecting Utility and construction of the Network Upgrades, by the date that is six (6) months after the Effective Date; (iv) issuance of a full notice to proceed by Seller to its general construction contractor and commencement of construction of the Facility has commenced on by the date that is nine (9) months after the Effective Date; (v) execution of agreements by Seller and one or before July 1, 2017more providers of organic feedstock for the Facility that collectively are adequate to satisfy all of the Facility’s feedstock requirements for the first two years after the Commercial Operation Date by the date that is eighteen (18) months after the Effective Date; and and (vi) achievement of the Commercial Operation Date by July 1, 2018. the date that is two (2) years after the Effective Date. (b) Seller shall provide Buyer with written notice of the achievement of each Critical Milestone within seven (7) days after that achievement, which notice shall include information demonstrating with reasonable specificity that such Critical Milestone has been achieved. Seller acknowledges that Buyer requires such written notice solely for monitoring purposes, and that nothing set forth in this Agreement shall create or impose upon Buyer any responsibility or liability for the development, construction, operation or maintenance of the Facility. In addition to any extension of a date for a Critical Milestone as a result of a Force . (c) Majeure under Section 10.1, Seller may elect to extend all of the dates for the Critical Milestones not yet achieved (i) by one year without posting additional Development Period Security and and, (ii) after such initial one-year extension, by up to two additional six six-month periods by posting additional Development Period Security of $10 per kWh of Contract Maximum Amount 22,500 for each such six-month period. In no event may Seller exercise the right to extend the Critical Milestone dates under this Section 3.1(c) by more than two years(2) years in total, and in no event shall any extension of the Critical Milestone dates as a result of one or more Force Majeure events exceed a cumulative total of an additional twelve (12) monthsmonths in addition to any extensions under this Section 3.1(c). Any such election under this Section 3.1(c) shall be made in a written notice delivered to Buyer on or prior to the first date for a Critical Milestone that has not yet been achieved (as such date may have previously been extended). . (d) The Parties agree that time is of the essence with respect to the dates for Critical Milestones (as the same may be extended pursuant to Section 3.1(c)) and is part of the consideration to Buyer in entering into this Agreement. (e) If the Facility does not achieve the Commercial Operation Date by the Commercial Operation Date milestone set out in Section 3.1(a)(vi), as may be extended under Section 3.1(c), either Party may terminate this Agreement within sixty (60) days after such date by written notice to the other Party (which termination shall be effective upon delivery of such notice), and upon such termination neither Party will have any further liability to the other hereunder except for obligations arising under Section 6.1 and Article 12. (f) If Seller fails to make material progress toward the Commercial Operation Date, as reasonably determined by either Buyer or the PUC based on Seller’s progress with respect to the milestones set forth in Section 3.1(a), within three (3) years after the Agreement Date, Buyer may terminate this Agreement by written notice to Seller delivered within sixty (60) days after the third anniversary of the Agreement Date (which termination shall be effective upon delivery of such notice), and upon such termination neither Party will have any further liability to the other hereunder except for obligations arising under Section 6.1 and Article 12.

Critical Milestones. (a) Subject to the provisions of Section 3.1(c3.1(d), commencing on the Effective Date, Seller shall develop the Facility in order to achieve the following milestones (“Critical Milestones”) on or before the date dates set forth in this Section 3.1(a): ): (i) receipt of all Permits necessary to construct the Facility, as set forth in Exhibit B, in final form, by [_________]; ; (ii) acquisition of all required real property rights necessary for construction and operation of the Facility, Facility and the interconnection of the Facility to Buyer’s distribution system under the Interconnection Tariff, Interconnecting Utility in full and performance of Seller’s obligations under this Agreement final form with all options and/or contingencies having been exercised demonstrating complete site control as set forth on in Exhibit B, by [_________]; by (iii) closing of the Financing or other demonstration that to Buyer’s satisfaction of the Financial Closing Date has occurred financial capability to construct the Facility, including, as applicable, Seller’s financial obligations with respect to interconnection of the Facility to the Interconnecting Utility and construction of the Facility has commenced on or before July 1, 2017; and Network Upgrades by and (iv) achievement of the Commercial Operation Date by July 1, 2018. (“Guaranteed Commercial Operation Date”). (b) Seller shall provide Buyer with written notice of the achievement of each Critical Milestone within seven (7) days after that achievement, which notice shall include information demonstrating with reasonable specificity that such Critical Milestone has been achieved. Seller acknowledges that Buyer requires will receive such written notice solely for monitoring purposesto monitor progress toward the Commercial Operation Date, and that nothing set forth in this Agreement Buyer shall create or impose upon Buyer any have no responsibility or liability for the development, construction, operation or maintenance of the Facility. . (c) In addition to any extension of to a date for a Critical Milestone as a result of a Force Majeure under Section 10.1, Seller may elect to extend all of the dates for the Critical Milestones not yet achieved (i) by one year without posting additional Development Period Security and (ii) by up to two additional six four six-month periods from the applicable dates set forth in Section 3.1(a) by posting additional Development Period Security of in an amount equal to $10 per kWh of Contract Maximum Amount 11,755.00 for each such six-month period. In no event may Seller exercise the right to extend the Critical Milestone dates under this Section 3.1(c) by more than two years, and in no event shall any extension of the Critical Milestone dates as a result of one or more Force Majeure events exceed a cumulative total of an additional twelve (12) months. Any such election shall be made in a written notice delivered to Buyer on or prior to the first date for a Critical Milestone that has not yet been achieved (as such date may have previously been extended). . (d) To the extent a Force Majeure event pursuant to Section 10.1 has occurred that prevents the Seller from achieving the Critical Milestone date for acquisition of real property rights and interconnection (Section 3.1(a)(ii)) or the Commercial Operation Date (Section 3.1(a)(iv) by the applicable Milestone date, the Critical Milestone Date(s) impacted by such Force Majeure event shall be extended for the duration of the Force Majeure event, but under no circumstances shall extensions of those Critical Milestone dates due to Force Majeure events exceed twelve (12) months beyond the applicable Milestone date, and further provided, that the Seller shall not have the right to declare a Force Majeure event related to the Permits Critical Milestone (Section 3.1(a)(i)) or the Financing Critical Milestone (Section 3.1(a)(iii)). (e) The Parties agree that time is of the essence with respect to the Critical Milestones and is part of the consideration to Buyer in entering into this Agreement.

Critical Milestones. Subject to the provisions of Section 3.1(c3.1(d), commencing on the Effective Date, Seller shall develop the Facility in order to achieve the following milestones (“Critical Milestones”) on or before the date dates set forth in this Section 3.1(a): receipt of all Permits necessary to construct the Facility, as set forth in Exhibit B, in final form, by [_________]; acquisition of all required real property rights in addition to the federal lease referenced in Section 7.2(m) necessary for construction and operation of the Facility, the interconnection of the Facility to Buyer’s distribution system under the Interconnection Tariff, Interconnecting Utility and performance the construction of Seller’s obligations under this Agreement Network Upgrades in full and final form with all options and/or contingencies having been exercised demonstrating complete site control as set forth on in Exhibit B, by [_________]; demonstration that the achievement of the Financial Closing Date has occurred or other demonstration to Xxxxx’s satisfaction of the financial capability of the Seller to construct the Facility, including, as applicable, Seller’s financial obligations with respect to interconnection of the Facility to the Interconnecting Utility and construction of the Network Upgrades by [__________]; issuance of a full notice to proceed by Seller to its general contractor and commencement of construction of the Facility has commenced on or before July 1by [__________]; receipt of all Permits necessary to operate the Facility, 2017as set forth in Exhibit B, in final form, by [_________]; and achievement of the Commercial Operation Date by July 1, 2018[___________] (“Guaranteed Commercial Operation Date”). Seller shall provide Buyer with written notice of the achievement of each Critical Milestone within seven (7) days after that achievement, which notice shall include information demonstrating with reasonable specificity that such Critical Milestone has been achieved. Seller acknowledges that Buyer requires will receive such written notice solely for monitoring purposesto monitor progress toward the Commercial Operation Date, and that nothing set forth in this Agreement Buyer shall create or impose upon Buyer any have no responsibility or liability for the development, construction, operation or maintenance of the Facility. In addition to any extension of a date for a Critical Milestone as a result of a Force Majeure under Section 10.1, Seller may elect to extend all of the dates for the Critical Milestones not yet achieved (i) by one year without posting additional Development Period Security and (ii) by up to two additional six four six-month periods from the applicable dates set forth in Section 3.1(a) by posting additional Development Period Security of in an amount equal to $10 5,000 per kWh MWh per hour of Contract Maximum Amount for each such six-month period. In no event may Seller exercise the right to extend the Critical Milestone dates under this Section 3.1(c) by more than two years, and in no event shall any extension of the Critical Milestone dates as a result of one or more Force Majeure events exceed a cumulative total of an additional twelve (12) months. Any such election shall be made in a written notice delivered to Buyer on or prior to the first date for a Critical Milestone that has not yet been achieved (as such date may have previously been extended). To the extent a Force Majeure event pursuant to Section 10.1 has occurred that prevents the Seller from achieving the Critical Milestone date for acquisition of real property rights and interconnection (Section 3.1(a)(ii)) or the Commercial Operation Date (Section 3.1(a)(vi)) by the applicable Milestone date, the Critical Milestone Date(s) impacted by such Force Majeure event shall be extended for the duration of the Force Majeure event, but under no circumstances shall extensions of those Critical Milestone dates due to Force Majeure events exceed twenty-four (24) months beyond the applicable Milestone date, and further provided, that the Seller shall not have the right to declare a Force Majeure event related to the Permits Critical Milestones (Section 3.1(a)(i) and (v)) or the Financing Critical Milestone (Section 3.1(a)(iii)). The Parties agree that time is of the essence with respect to the Critical Milestones and is part of the consideration to Buyer in entering into this Agreement.. Notwithstanding the other provisions of this Agreement, or the rights of Seller under Sections 3.1(c), 3.1(d) and 10.1, in no event shall the Guaranteed Commercial Operation Date be extended beyond [_________].2

Critical Milestones. Subject to the provisions of Section 3.1(c), commencing (a) Commencing on the Effective Date, Seller shall develop the Facility in order to achieve the following milestones (“Critical Milestones”) on or before the date set forth in this Section 3.1(a): ): (i) receipt of all Permits necessary to construct the Facility, as set forth in Exhibit Bon the Cover Sheet hereto, in final form, by [_________]; the date that is sixteen (16) months after the Effective Date; (ii) acquisition of all required real property and other site control rights necessary for construction and operation of the Facility, for interconnection of the Facility to Buyerthe Interconnecting Utility, for construction of the Network Upgrades (to the extent it is Seller’s distribution system under the Interconnection Tariff, responsibility to do so) and for performance of Seller’s obligations under this Agreement as set forth on Exhibit BAgreement, by [_________]; demonstration the date that is sixteen (16) months after the Financial Closing Date has occurred Effective Date; (iii) issuance of a full notice to proceed by Seller to its general construction contractor and commencement of construction of the Facility has commenced on by the date that is sixteen (16) months after the Effective Date; (iv) achievement of an hourly Energy generation rate or, in the case of a Net Metered Facility, hourly Excess Energy Output, that is equivalent to the Contract Maximum Amount Proposed Hourly Output for at least four complete hours (which do not need to be four consecutive hours), which amount shall be adjusted to the extent required to reflect a lack of availability of a motive energy (such as wind speed or before July 1insolation), 2017as determined and other factors, as proposed by Seller’s engineer and accepted by Buyer in its reasonable discretion (the “Capacity Output Demonstration Test”) within eighteen (18) months after the Effective Date; and and (v) achievement of the Commercial Operation Date by July 1, 2018. the date that is twenty (20) months after the Effective Date. (b) Seller shall provide Buyer with written notice of the achievement of each Critical Milestone within seven (7) days after that achievement, which notice shall include information demonstrating with reasonable specificity that such Critical Milestone has been achieved. Seller acknowledges that Buyer requires such written notice solely for monitoring purposes, and that nothing set forth in this Agreement shall create or impose upon Buyer any responsibility or liability for the development, construction, operation or maintenance of the Facility. In addition to any extension of a date for a Critical Milestone as a result of a Force Majeure under Section 10.1, Seller may elect to extend all of the dates for the Critical Milestones not yet achieved (i) by one year without posting additional Development Period Security and (ii) by up to two additional six month periods by posting additional Development Period Security of $10 per kWh of Contract Maximum Amount for each such six-month period. In no event may Seller exercise the right to extend the Critical Milestone dates under this Section 3.1(c) by more than two years, and in no event shall any extension of the Critical Milestone dates as a result of one or more Force Majeure events exceed a cumulative total of an additional twelve (12) months. Any such election shall which information will be made in a written notice delivered acceptable to Buyer on or prior to the first date for a Critical Milestone that has not yet been achieved in its reasonable discretion. (as such date may have previously been extended). c) The Parties agree that time is of the essence with respect to the dates for Critical Milestones and is part of the consideration to Buyer in entering into this Agreement. (d) If the Facility does not achieve the Capacity Output Demonstration Test by the milestone date set out in Section 3.1(a)(iv), then (i) Buyer shall retain the full amount of the Performance Guarantee Deposit and (ii) this Agreement shall automatically terminate on such milestone date, and upon such termination neither Party will have any further liability to the other hereunder. Each Party agrees and acknowledges that (i) the damages that Xxxxx would incur due to a failure of the Facility to achieve the Capacity Output Demonstration Test would be difficult or impossible to predict with certainty, and (ii) it is impractical and difficult to assess actual damages in the circumstances stated, and therefore retention of the Performance Guarantee Deposit as agreed to by the Parties and set forth herein is a fair and reasonable calculation of such damages. (e) If the Facility does not achieve the Commercial Operation Date by the Commercial Operation Date milestone set out in Section 3.1(a)(v), either Party may terminate this Agreement within sixty (60) days after such date by written notice to the other Party (which termination shall be effective upon delivery of such notice), and upon such termination neither Party will have any further liability to the other hereunder.

Critical Milestones. (a) Subject to the provisions of Section 3.1(c3.1(d), commencing on the Effective Date, Seller shall develop the Facility in order to achieve the following milestones (“Critical Milestones”) on or before the date dates set forth in this Section 3.1(a): ): (i) receipt of all Permits necessary to construct the Facility, as set forth in Exhibit B, in final form, by [_________]; by (ii) acquisition of all required real property rights necessary for construction and operation of the Facility, Facility and the interconnection of the Facility to Buyer’s distribution system under the Interconnection Tariff, Interconnecting Utility in full and performance of Seller’s obligations under this Agreement final form with all options and/or contingencies having been exercised demonstrating complete site control as set forth on in Exhibit B, by [_________]; by (iii) closing of the Financing or other demonstration that to Buyer’s satisfaction of the Financial Closing Date has occurred financial capability to construct the Facility, including, as applicable, Seller’s financial obligations with respect to interconnection of the Facility to the Interconnecting Utility and construction of the Facility has commenced on or before July 1, 2017; and Network Upgrades by and (iv) achievement of the Commercial Operation Date by July 1, 2018. (“Guaranteed Commercial Operation Date”). (b) Seller shall provide Buyer with written notice of the achievement of each Critical Milestone within seven (7) days after that achievement, which notice shall include information demonstrating with reasonable specificity that such Critical Milestone has been achieved. Seller acknowledges that Buyer requires will receive such written notice solely for monitoring purposesto monitor progress toward the Commercial Operation Date, and that nothing set forth in this Agreement Buyer shall create or impose upon Buyer any have no responsibility or liability for the development, construction, operation or maintenance of the Facility. . (c) In addition to any extension of to a date for a Critical Milestone as a result of a Force Majeure under Section 10.1, Seller may elect to extend all of the dates for the Critical Milestones not yet achieved (i) by one year without posting additional Development Period Security and (ii) by up to two additional six four six-month periods from the applicable dates set forth in Section 3.1(a) by posting additional Development Period Security of in an amount equal to $10 per kWh of Contract Maximum Amount 11,085.00 for each such six-month period. In no event may Seller exercise the right to extend the Critical Milestone dates under this Section 3.1(c) by more than two years, and in no event shall any extension of the Critical Milestone dates as a result of one or more Force Majeure events exceed a cumulative total of an additional twelve (12) months. Any such election shall be made in a written notice delivered to Buyer on or prior to the first date for a Critical Milestone that has not yet been achieved (as such date may have previously been extended). . (d) To the extent a Force Majeure event pursuant to Section 10.1 has occurred that prevents the Seller from achieving the Critical Milestone date for acquisition of real property rights and interconnection (Section 3.1(a)(ii)) or the Commercial Operation Date (Section 3.1(a)(iv) by the applicable Milestone date, the Critical Milestone Date(s) impacted by such Force Majeure event shall be extended for the duration of the Force Majeure event, but under no circumstances shall extensions of those Critical Milestone dates due to Force Majeure events exceed twelve (12) months beyond the applicable Milestone date, and further provided, that the Seller shall not have the right to declare a Force Majeure event related to the Permits Critical Milestone (Section 3.1(a)(i)) or the Financing Critical Milestone (Section 3.1(a)(iii)). (e) The Parties agree that time is of the essence with respect to the Critical Milestones and is part of the consideration to Buyer in entering into this Agreement.

Critical Milestones. (a) Subject to the provisions of Section 3.1(c), commencing on the Effective Date, Seller shall develop the Facility in order to achieve the following milestones (“Critical Milestones”) on or before the date set forth in this Section 3.1(a): ): (i) receipt of all Permits necessary to construct the Facility, as set forth in Exhibit B, in final form, by [_________[ ]; ; (ii) acquisition of all required real property rights necessary for construction and operation of the Facility, interconnection of the Facility to Buyer’s distribution system under the Interconnection TariffInterconnecting Utility, and performance of Seller’s obligations under this Agreement as set forth on Exhibit B, by [_________[ ]; ; (iii) demonstration that of the Financial Closing Date has occurred financial capability (whether through third party financing to Seller or Seller’s own financial assets) to proceed with the development and construction of the Facility, including, as applicable, Seller’s financial obligations with respect to interconnection of the Facility has commenced to the Interconnecting Utility and construction of the Network Upgrades by [ ] [on or before July 1, 201712/31/13]; (iv) issuance of a full notice to proceed by Seller to its general construction contractor and commencement of construction of the Facility by [ ] [on or before 12/31/13]; and and (v) achievement of the Commercial Operation Date by July 1, 2018. [ ] [on or before 7/15/14]. (b) Seller shall provide Buyer with written notice of the achievement of each Critical Milestone within seven (7) days after that achievement, which notice shall include information demonstrating with reasonable specificity that such Critical Milestone has been achieved. Seller acknowledges that Buyer requires such written notice solely for monitoring purposes, and that nothing set forth in this Agreement shall create or impose upon Buyer any responsibility or liability for the development, construction, operation or maintenance of the Facility. . (c) In addition to any extension of a date for a Critical Milestone as a result of a Force Majeure under Section 10.1, Seller may elect to extend all of the dates for the Critical Milestones not yet achieved (i) by one year without posting additional Development Period Security and (ii) by up to two additional six month periods by posting additional Development Period Security of $10 [ ] [$5 per kWh of Contract Maximum Amount Amount] for each such six-six- month period. In no event may Seller exercise the right to extend the Critical Milestone dates under this Section 3.1(c) by more than two years, and in no event shall any extension of the Critical Milestone dates as a result of one or more Force Majeure events exceed a cumulative total of an additional twelve (12) months. Any such election shall be made in a written notice delivered to Buyer on or prior to the first date for a Critical Milestone that has not yet been achieved (as such date may have previously been extended). . (d) The Parties agree that time is of the essence with respect to the Critical Milestones and is part of the consideration to Buyer in entering into this Agreement.

Critical Milestones. (a) Subject to the provisions of Section 3.1(c), commencing on the Effective Date, Seller shall develop the Facility in order to achieve the following milestones (“Critical Milestones”) on or before the date set forth in this Section 3.1(a): ): (i) receipt of all Permits necessary to construct the Facility, as set forth in Exhibit B, in final form, by [_________[ ]; ; (ii) acquisition of all required real property rights necessary for construction and operation of the Facility, interconnection of the Facility to Buyer’s distribution system under the Interconnection TariffInterconnecting Utility, and performance of Seller’s obligations under this Agreement as set forth on Exhibit B, by [_________[ ]; ; (iii) demonstration that of the Financial Closing Date has occurred financial capability (whether through third party financing to Seller or Seller’s own financial assets) to proceed with the development and construction of the Facility, including, as applicable, Seller’s financial obligations with respect to interconnection of the Facility has commenced to the Interconnecting Utility and construction of the Network Upgrades by [ ] [on or before July 1, 2017TBD]; (iv) issuance of a full notice to proceed by Seller to its general construction contractor and commencement of construction of the Facility by [ ] [on or before TBD]; and and (v) achievement of the Commercial Operation Date by July 1, 2018. [ ] [on or before TBD]. (b) Seller shall provide Buyer with written notice of the achievement of each Critical Milestone within seven (7) days after that achievement, which notice shall include information demonstrating with reasonable specificity that such Critical Milestone has been achieved. Seller acknowledges that Buyer requires such written notice solely for monitoring purposes, and that nothing set forth in this Agreement shall create or impose upon Buyer any responsibility or liability for the development, construction, operation or maintenance of the Facility. . (c) In addition to any extension of a date for a Critical Milestone as a result of a Force Majeure under Section 10.1, Seller may elect to extend all of the dates for the Critical Milestones not yet achieved (i) by one year without posting additional Development Period Security and (ii) by up to two additional six month periods by posting additional Development Period Security of $10 [ ] [$5 per kWh of Contract Maximum Amount Amount] for each such six-month period. In no event may Seller exercise the right to extend the Critical Milestone dates under this Section 3.1(c) by more than two years, and in no event shall any extension of the Critical Milestone dates as a result of one or more Force Majeure events exceed a cumulative total of an additional twelve (12) months. Any such election shall be made in a written notice delivered to Buyer on or prior to the first date for a Critical Milestone that has not yet been achieved (as such date may have previously been extended). . (d) The Parties agree that time is of the essence with respect to the Critical Milestones and is part of the consideration to Buyer in entering into this Agreement.

Critical Milestones. (a) Subject to the provisions of Section 3.1(c3.1(d), commencing on the Effective Date, Seller shall develop the Facility in order to achieve the following milestones (“Critical Milestones”) on or before the date dates set forth in this Section 3.1(a): ): (i) receipt of all Permits necessary to construct the Facility, as set forth in Exhibit B, in final form, by [_________]; June 30, 2018; (ii) acquisition of all required real property rights necessary for construction and operation of the Facility, Facility and the interconnection of the Facility to Buyer’s distribution system under the Interconnection Tariff, Interconnecting Utility in full and performance of Seller’s obligations under this Agreement final form with all options and/or contingencies having been exercised demonstrating complete site control as set forth on in Exhibit B, by [_________]; March 1, 2019; (iii) closing of the Financing or other demonstration that to Buyer’s satisfaction of the Financial Closing Date has occurred financial capability to construct the Facility, including, as applicable, Seller’s financial obligations with respect to interconnection of the Facility to the Interconnecting Utility and construction of the Facility has commenced on or before July Network Upgrades by March 1, 20172019; and and (iv) achievement of the Commercial Operation Date by July 1December 31, 2018. 2019 (“Guaranteed Commercial Operation Date”). (b) Seller shall provide Buyer with written notice of the achievement of each Critical Milestone within seven (7) days after that achievement, which notice shall include information demonstrating with reasonable specificity that such Critical Milestone has been achieved. Seller acknowledges that Buyer requires will receive such written notice solely for monitoring purposesto monitor progress toward the Commercial Operation Date, and that nothing set forth in this Agreement Buyer shall create or impose upon Buyer any have no responsibility or liability for the development, construction, operation or maintenance of the Facility. . (c) In addition to any extension of to a date for a Critical Milestone as a result of a Force Majeure under Section 10.1, Seller may elect to extend all of the dates for the Critical Milestones not yet achieved (i) by one year without posting additional Development Period Security and (ii) by up to two additional six four six-month periods from the applicable dates set forth in Section 3.1(a) by posting additional Development Period Security of in an amount equal to $10 per kWh of Contract Maximum Amount 19,980.00 for each such six-month period. In no event may Seller exercise the right to extend the Critical Milestone dates under this Section 3.1(c) by more than two years, and in no event shall any extension of the Critical Milestone dates as a result of one or more Force Majeure events exceed a cumulative total of an additional twelve (12) months. Any such election shall be made in a written notice delivered to Buyer on or prior to the first date for a Critical Milestone that has not yet been achieved (as such date may have previously been extended). . (d) To the extent a Force Majeure event pursuant to Section 10.1 has occurred that prevents the Seller from achieving the Critical Milestone date for acquisition of real property rights and interconnection (Section 3.1(a)(ii)) or the Commercial Operation Date (Section 3.1(a)(iv) by the applicable Milestone date, the Critical Milestone Date(s) impacted by such Force Majeure event shall be extended for the duration of the Force Majeure event, but under no circumstances shall extensions of those Critical Milestone dates due to Force Majeure events exceed twelve (12) months beyond the applicable Milestone date, and further provided, that the Seller shall not have the right to declare a Force Majeure event related to the Permits Critical Milestone (Section 3.1(a)(i)) or the Financing Critical Milestone (Section 3.1(a)(iii)). (e) The Parties agree that time is of the essence with respect to the Critical Milestones and is part of the consideration to Buyer in entering into this Agreement.

Critical Milestones. (a) Subject to the provisions of Section Sections 3.1(c), 3.1(d), 3.1(e) and 10.1, commencing on the Effective Date, Seller shall develop the Facility in order to achieve the following milestones (“Critical Milestones”) on or before the date dates set forth in this Section 3.1(a): ): (i) receipt of all necessary approvals by the Massachusetts Energy Facilities Siting Board for construction and operation of the Facility, the interconnection of the Facility to the Interconnecting Utility and the construction of Network Upgrades, in final form and not subject to appeal or rehearing, by ; (ii) qualification determination notification under ISO-NE Tariff Section III.13.1.1.2.8 by ; (iii) receipt of all Permits (other than those referenced in Section 3.1(a)(i)) necessary to construct and operate the Facility, as set forth in Exhibit B, in final form, by [_________]; acquisition ; (iv) the achievement of all required real property rights necessary for construction and operation the Financial Closing Date or other demonstration to Buyer’s reasonable satisfaction of the financial capability of Seller to construct the Facility, including, as applicable, Seller’s financial obligations with respect to interconnection of the Facility to Buyer’s distribution system under the Interconnection Tariff, and performance of Seller’s obligations under this Agreement as set forth on Exhibit B, by [_________]; demonstration that the Financial Closing Date has occurred Interconnecting Utility and construction of the Network Upgrades, by ; (v) (A) issuance of a full notice to proceed by Seller to its general contractor and (B) commencement of construction of the Facility has commenced on or before July 1, 2017by ; and and (vi) achievement of the Commercial Operation Date by July September 1, 2018. 2025 (“Guaranteed Commercial Operation Date”). (b) Seller shall provide Buyer with written notice of the achievement of each Critical Milestone within seven (7) days after that achievement, which notice shall include information demonstrating with reasonable specificity that such Critical Milestone has been achieved. Seller acknowledges that Buyer requires will receive such written notice solely for monitoring purposesto monitor progress toward the Commercial Operation Date, and that nothing set forth in this Agreement Buyer shall create or impose upon Buyer any have no responsibility or liability for the development, construction, operation or maintenance of the Facility. In addition to any extension of a date for a Critical Milestone as a result of a Force Majeure under Section 10.1, . (c) Seller may elect to extend all of the dates for the Critical Milestones not yet achieved (i) by one year without posting additional Development Period Security and (ii) by up to two additional six four six-month periods from the applicable dates set forth in Section 3.1(a) by posting additional Development Period Security of in an amount equal to $10 1,093,850 (which is $5,000 per kWh MWh per hour of Contract Maximum Amount Amount) for each such six-month period. In no event may Seller exercise the right to extend the Critical Milestone dates under this Section 3.1(c) by more than two years, and in no event shall any extension of the Critical Milestone dates as a result of one or more Force Majeure events exceed a cumulative total of an additional twelve (12) months. Any such election shall be made in a written notice delivered to Buyer on or prior to the first date for a Critical Milestone that has not yet been achieved (as such date may have previously been extended). . (d) To the extent a Force Majeure event pursuant to Section 10.1 has occurred that prevents Seller from achieving the Critical Milestone obligation specified in Section 3.1(a)(v)(B) by the deadline stated therein or the Commercial Operation Date by the Guaranteed Commercial Operation Date, such Critical Milestone deadline shall be extended for the duration of the Force Majeure event, but under no circumstances shall such extensions of such Critical Milestone due to all Force Majeure events exceed beyond the date stated in Section 3.1(a)(v)(B) or 3.1(a)(vi), as applicable. (e) In the event the Regulatory Approval is subject to appeal or rehearing as of the one (1) year anniversary of the Effective Date or is otherwise not received by the one (1) year anniversary of the Effective Date, the date for each Critical Milestone not yet achieved shall be extended on a day-for-day basis for the duration of the delay beyond such one-year period. (f) The Parties agree that time is of the essence with respect to the Critical Milestones and is part of the consideration to Buyer in entering into this Agreement. (g) Notwithstanding the other provisions of this Agreement, or the rights of Seller under Sections 3.1(c), 3.1(d), 3.1(e), 3.2 and 10.1, in no event shall the Commercial Operation Date occur after .

Critical Milestones. ‌ (a) Subject to the provisions of Section 3.1(c3.1(d), commencing on the Effective Date, Seller shall develop the Facility in order to achieve the following milestones (“Critical Milestones”) on or before the date dates set forth in this Section 3.1(a): ): (i) receipt of all Permits necessary to construct the Facility, as set forth in Exhibit B, in final form, by [_________]; June 30, 2018; (ii) acquisition of all required real property rights necessary for construction and operation of the Facility, Facility and the interconnection of the Facility to Buyer’s distribution system under the Interconnection Tariff, Interconnecting Utility in full and performance of Seller’s obligations under this Agreement final form with all options and/or contingencies having been exercised demonstrating complete site control as set forth on in Exhibit B, by [_________]; March 1, 2019; (iii) closing of the Financing or other demonstration that to Buyer’s satisfaction of the Financial Closing Date has occurred financial capability to construct the Facility, including, as applicable, Seller’s financial obligations with respect to interconnection of the Facility to the Interconnecting Utility and construction of the Facility has commenced on or before July Network Upgrades by March 1, 20172019; and and (iv) achievement of the Commercial Operation Date by July 1December 31, 2018. 2019 (“Guaranteed Commercial Operation Date”). (b) Seller shall provide Buyer with written notice of the achievement of each Critical Milestone within seven (7) days after that achievement, which notice shall include information demonstrating with reasonable specificity that such Critical Milestone has been achieved. Seller acknowledges that Buyer requires will receive such written notice solely for monitoring purposesto monitor progress toward the Commercial Operation Date, and that nothing set forth in this Agreement Buyer shall create or impose upon Buyer any have no responsibility or liability for the development, construction, operation or maintenance of the Facility. . (c) In addition to any extension of to a date for a Critical Milestone as a result of a Force Majeure under Section 10.1, Seller may elect to extend all of the dates for the Critical Milestones not yet achieved (i) by one year without posting additional Development Period Security and (ii) by up to two additional six four six-month periods from the applicable dates set forth in Section 3.1(a) by posting additional Development Period Security of in an amount equal to $10 per kWh of Contract Maximum Amount 18,840.00 for each such six-month period. In no event may Seller exercise the right to extend the Critical Milestone dates under this Section 3.1(c) by more than two years, and in no event shall any extension of the Critical Milestone dates as a result of one or more Force Majeure events exceed a cumulative total of an additional twelve (12) months. Any such election shall be made in a written notice delivered to Buyer on or prior to the first date for a Critical Milestone that has not yet been achieved (as such date may have previously been extended). . (d) To the extent a Force Majeure event pursuant to Section 10.1 has occurred that prevents the Seller from achieving the Critical Milestone date for acquisition of real property rights and interconnection (Section 3.1(a)(ii)) or the Commercial Operation Date (Section 3.1(a)(iv) by the applicable Milestone date, the Critical Milestone Date(s) impacted by such Force Majeure event shall be extended for the duration of the Force Majeure event, but under no circumstances shall extensions of those Critical Milestone dates due to Force Majeure events exceed twelve (12) months beyond the applicable Milestone date, and further provided, that the Seller shall not have the right to declare a Force Majeure event related to the Permits Critical Milestone (Section 3.1(a)(i)) or the Financing Critical Milestone (Section 3.1(a)(iii)). (e) The Parties agree that time is of the essence with respect to the Critical Milestones and is part of the consideration to Buyer in entering into this Agreement.

Critical Milestones. Subject to the provisions of Section 3.1(c3.1(d), commencing on the Effective Date, Seller shall develop the Facility in order to achieve the following milestones (“Critical Milestones”) on or before the date dates set forth in this Section 3.1(a): receipt of all Permits necessary to construct the Facility, as set forth in Exhibit B, in final form, by [_________]; acquisition of all required real property rights necessary for construction and operation of the Facility, Facility and the interconnection of the Facility to Buyer’s distribution system under the Interconnection Tariff, Interconnecting Utility in full and performance of Seller’s obligations under this Agreement final form with all options and/or contingencies having been exercised demonstrating complete site control as set forth on in Exhibit B, by [_________]; closing of the Financing or other demonstration that to Buyer’s satisfaction of the Financial Closing Date has occurred financial capability to construct the Facility, including, as applicable, Seller’s financial obligations with respect to interconnection of the Facility to the Interconnecting Utility and construction of the Facility has commenced Network Upgrades by [__________] [on or before July 1, 2017______]; and achievement of the Commercial Operation Date by July [___________] [(“Guaranteed Commercial Operation Date”)]. [This date shall not be earlier than January 1, 20182015 [2013 for MA] and not later than December 31, 2020.]. Seller shall provide Buyer with written notice of the achievement of each Critical Milestone within seven (7) days after that achievement, which notice shall include information demonstrating with reasonable specificity that such Critical Milestone has been achieved. Seller acknowledges that Buyer requires will receive such written notice solely for monitoring purposesto monitor progress toward the Commercial Operation Date, and that nothing set forth in this Agreement Buyer shall create or impose upon Buyer any have no responsibility or liability for the development, construction, operation or maintenance of the Facility. In addition to any extension of a date for a Critical Milestone as a result of a Force Majeure under Section 10.1, Seller may elect to extend all of the dates for the Critical Milestones not yet achieved (i) by one year without posting additional Development Period Security and (ii) by up to two additional six four six-month periods from the applicable dates set forth in Section 3.1(a) by posting additional Development Period Security of in an amount equal to $10 5,000 per kWh MWh per hour of Contract Maximum Amount for each such six-month period. In no event may Seller exercise the right to extend the Critical Milestone dates under this Section 3.1(c) by more than two years, and in no event shall any extension of the Critical Milestone dates as a result of one or more Force Majeure events exceed a cumulative total of an additional twelve (12) months. Any such election shall be made in a written notice delivered to Buyer on or prior to the first date for a Critical Milestone that has not yet been achieved (as such date may have previously been extended). To the extent a Force Majeure event pursuant to Section 10.1 has occurred that prevents the Seller from achieving the Critical Milestone date for acquisition of real property rights and interconnection (Section 3.1(a)(ii)) or the Commercial Operation Date (Section 3.1(a)(iv) by the applicable Milestone date, the Critical Milestone Date(s) impacted by such Force Majeure event shall be extended for the duration of the Force Majeure event, but under no circumstances shall extensions of those Critical Milestone dates due to Force Majeure events exceed twelve (12) months beyond the applicable Milestone date, and further provided, that the Seller shall not have the right to declare a Force Majeure event related to the Permits Critical Milestone (Section 3.1(a)(i)) or the Financing Critical Milestone (Section 3.1(a)(iii)). The Parties agree that time is of the essence with respect to the Critical Milestones and is part of the consideration to Buyer in entering into this Agreement.

Critical Milestones. (a) Subject to the provisions of Section 3.1(c), commencing on the Effective Date, Seller shall develop the Facility in order to achieve the following milestones (“Critical Milestones”) on or before the date dates set forth in this Section 3.1(a): ): (i) receipt of all Permits necessary to construct the Facility, as set forth in Exhibit B, in final form, by [_________[ ]; ; (ii) acquisition of all required real property rights necessary for construction and operation of the Facility, interconnection of the Facility to Buyer’s distribution system under the Interconnection TariffInterconnecting Utility, and performance of Seller’s obligations under this Agreement as set forth on Exhibit B, by [_________[ ]; ; (iii) demonstration that of the Financial Closing Date has occurred financial capability (whether through third party financing to Seller or Seller’s own financial assets) to proceed with the development and construction of the Facility, including, as applicable, Seller’s financial obligations with respect to interconnection of the Facility has commenced on or before July 1, 2017to the Interconnecting Utility and construction of the Network Upgrades by [ ]; (iv) issuance of a full notice to proceed by Seller to its general contractor and commencement of construction of the Facility by [ ]; and and (v) achievement of the Commercial Operation Date by July 1[ ] (“Guaranteed Commercial Operation Date”), 2018. not later than December 31, 2017. (b) Seller shall provide Buyer and the Department with written notice of the achievement of each Critical Milestone within seven (7) days after that achievement, which notice shall include information demonstrating with reasonable specificity that such Critical Milestone has been achieved. Seller acknowledges that Buyer requires such written notice solely for monitoring purposes, and that nothing set forth in this Agreement shall create or impose upon Buyer any responsibility or liability for the development, construction, operation or maintenance of the Facility. . (c) In addition to any extension of a date for a Critical Milestone as a result of a Force Majeure under Section 10.1, Seller may elect to extend all of the dates for the Critical Milestones not yet achieved (i) by one year without posting additional Development Period Security and (ii) by up to two an additional six month periods months from the applicable dates set forth in Section 3.1(a) by posting additional Development Period Security of in an amount equal to $10 3,000 per kWh MWh per hour of Contract Maximum Amount for each such six-month period. In Amount; provided that in no event may Seller shall the exercise of the right to extend the Critical Milestone dates under this Section 3.1(c) by more than two years, and in no event shall any extension all extensions of the Critical Milestone dates as a result of one or more Force Majeure events exceed a cumulative total under Section 10.1 cause the Critical Milestone dates to be extended in excess of an additional twelve (12) months. Any such election shall be made in a written notice delivered to Buyer and the Department on or prior to the first date for a Critical Milestone that has not yet been achieved (as such date may have previously been extended). The Parties agree that time is of the essence with respect to the Critical Milestones and is part of the consideration to Buyer in entering into this Agreement.

Critical Milestones. (a) Subject to the provisions of Section 3.1(c), commencing on the Effective Date, Seller shall develop the Facility in order to achieve the following milestones (“Critical Milestones”) on or before the date set forth in this Section 3.1(a): ): (i) receipt of all Permits necessary to construct the Facility, as set forth in Exhibit B, in final form, by [_________]; ; (ii) acquisition of all required real property rights necessary for construction and operation of the Facility, interconnection of the Facility to Buyer’s distribution system under the Interconnection TariffInterconnecting Utility, and performance of Seller’s obligations under this Agreement as set forth on Exhibit B, by [_________]; by (iii) demonstration that of the Financial Closing Date has occurred financial capability (whether through third party financing to Seller or Seller’s own financial assets) to proceed with the development and construction of the Facility, including, as applicable, Seller’s financial obligations with respect to interconnection of the Facility has commenced on or before July 1, 2017to the Interconnecting Utility and construction of the Network Upgrades by ; and and (iv) achievement of the Commercial Operation Date by July 1November 30, 2018. 2014. (b) Seller shall provide Buyer with written notice of the achievement of the Commercial Operation Date within three (3) Business Days of the achievement of the Commercial Operation Date, and for each other Critical Milestone within seven thirty (730) days after that achievement, which notice shall include information demonstrating with reasonable specificity that such Critical Milestone has been achieved. Seller acknowledges that Buyer requires such written notice solely for monitoring purposes, and that nothing set forth in this Agreement shall create or impose upon Buyer any responsibility or liability for the development, construction, operation or maintenance of the Facility. . (c) In addition to any extension of a date for a Critical Milestone as a result of a Force Majeure under Section 10.1, Seller may elect to extend all of the dates for the Critical Milestones not yet achieved (i) by one year without posting additional Development Period Security and (ii) by up to two additional six month periods by posting additional Development Period Security of $10 per kWh of Contract Maximum Amount 1,012 for each such six-month period. In no event may Seller exercise the right to extend the Critical Milestone dates under this Section 3.1(c) by more than two years, and in no event shall any extension of the Critical Milestone dates as a result of one or more Force Majeure events exceed a cumulative total of an additional twelve (12) months. Any such election shall be made in a written notice delivered to Buyer on or prior to the first date for a Critical Milestone that has not yet been achieved (as such date may have previously been extended). . (d) The Parties agree that time is of the essence with respect to the Critical Milestones and is part of the consideration to Buyer in entering into this Agreement.

Critical Milestones. Subject (a) With respect to Transition and Transformation, the provisions Parties shall agree upon a set of Section 3.1(c)Critical Milestones (each, commencing on the Effective Date, Seller shall develop the Facility in order to achieve the following milestones (a “Critical MilestonesMilestone”) ). Supplier shall complete each Critical Milestone by the applicable date the Parties agree on or before the date for completion of such Critical Milestones (each such date, a “Critical Milestone Completion Date”). The Critical Milestones and Critical Milestone Completion Dates are set forth in SOW #1, Exhibit A-3-3 (Critical Milestones) and SOW #2, Exhibit A-3-3 (Critical Transition and Transformation Milestones & Acceptance Criteria). (b) A Critical Milestone will be deemed to be complete at such time as Triple-S agrees that all Acceptance Criteria have been satisfied and completed to Triple-S’s satisfaction and Triple-S issues a written notice to Supplier that the Critical Milestone is complete. The acceptance procedures described in Schedule N-1 (Deliverable and Milestone Acceptance Procedures) to this Section 3.1(a): receipt Agreement will apply with respect to such milestones. If Supplier fails to complete any Critical Milestone by the applicable Critical Milestone Completion Date, such failure shall be deemed to be a “Critical Milestone Failure”. (c) If a Critical Milestone Failure occurs, then: (i) If Supplier’s charges to Triple-S are greater than they would have been if the delayed Transformation project had been completed on schedule, Triple-S will receive a credit against Supplier’s monthly charges on the subsequent invoice(s) in an amount equal to the difference between the actual charges being paid by Triple-S and what Supplier’s charges would have been if the delayed Transformation had been completed on schedule; and (ii) Supplier will grant Triple-S an additional credit against Supplier’s monthly charges on the subsequent invoice(s) in an amount sufficient to reimburse Triple-S for any documented costs incurred for facilities, personnel, third-party equipment, Software, services, and other operational costs that would not have been incurred if the delayed Transformation had been completed on schedule and in accordance with this Agreement (including costs of all Permits necessary internal Triple-S resources and amounts payable to construct third parties); provided that (A) Triple-S shall use Commercially Reasonable Efforts to mitigate such costs, (B) such costs may not include lost revenue or profits from potential forecasted business benefits, and (C) such credit shall be reduced by the Facility, as amount of any Critical Transformation Credits paid by Supplier for the same Critical Milestone Failure. (d) Nothing set forth in Exhibit B, in final form, by [_________]; acquisition of all required real property rights necessary Section 12.2 shall limit Triple-S’s right to make a claim for construction and operation damages relating to a Critical Milestone to the extent such damages exceed the amount of the Facility, interconnection of the Facility credits paid by Supplier to Buyer’s distribution system under the Interconnection Tariff, and performance of Seller’s obligations under this Agreement as set forth on Exhibit B, by [_________]; demonstration that the Financial Closing Date has occurred and construction of the Facility has commenced on or before July 1, 2017; and achievement of the Commercial Operation Date by July 1, 2018. Seller shall provide Buyer with written notice of the achievement of each Critical Milestone within seven (7) days after that achievement, which notice shall include information demonstrating with reasonable specificity that Triple-S related to such Critical Milestone has been achieved. Seller acknowledges that Buyer requires such written notice solely for monitoring purposes, and that nothing set forth described in this Agreement shall create or impose upon Buyer any responsibility or liability for the development, construction, operation or maintenance of the Facility. In addition to any extension of a date for a Critical Milestone as a result of a Force Majeure under Section 10.1, Seller may elect to extend all of the dates for the Critical Milestones not yet achieved (i) by one year without posting additional Development Period Security and (ii) by up to two additional six month periods by posting additional Development Period Security of $10 per kWh of Contract Maximum Amount for each such six-month period. In no event may Seller exercise the right to extend the Critical Milestone dates under this Section 3.1(c) by more than two years, and in no event shall any extension of the Critical Milestone dates as a result of one or more Force Majeure events exceed a cumulative total of an additional twelve (12) months. Any such election shall be made in a written notice delivered to Buyer on or prior to the first date for a Critical Milestone that has not yet been achieved (as such date may have previously been extended). The Parties agree that time is of the essence with respect to the Critical Milestones and is part of the consideration to Buyer in entering into this Agreement12.2.