Common use of Procedures for Rights of First Offer Clause in Contracts

Procedures for Rights of First Offer. (a) In the event that the PEG LP Partners or PEG LP propose to Transfer any material portion of the Equity Interests or all or substantially all of the assets of PEG LP, PEG LP and the PEG LP Partners shall give PEG Inc. written notice setting forth the details of the proposed Transfer, including a description of PEG LP’s assets (including, with respect to each of PEG LP’s Projects, the mega-wattage, stage of development or construction, material counterparties, details of any project contracts and other material information with respect to PEG LP and the Projects that an acquiror thereof would reasonably be anticipated to request in order to reasonably diligence and assess PEG LP and such Projects), the Equity Interests or assets to be Transferred (in each case, the “PEG LP Interests”) and any other material terms of the proposed Transfer reasonably known or anticipated by PEG LP or the PEG LP Partners (a “PEG LP Transfer Notice”). (b) Within 45 calendar days after delivery of a PEG LP Transfer Notice, PEG Inc. shall either: (i) deliver a written offer to PEG LP and the PEG LP Partners to purchase the PEG LP Interests setting forth PEG Inc.’s offer price (a “PEG LP Offer Price”) and other material terms and conditions on which PEG Inc. proposes to purchase the PEG LP Interests (a “First Rights PEG LP Offer”) or (ii) deliver a written notice to PEG LP that PEG Inc. will not make a First Rights PEG LP Offer in response to the PEG LP Transfer Notice (a “First Rights PEG LP Declination”). Unless a First Rights PEG LP Offer is rejected pursuant to written notice from PEG LP delivered to PEG Inc. within 30 calendar days of PEG Inc.’s delivery of a First Rights PEG LP Offer, such First Rights PEG LP Offer shall be deemed to have been accepted by PEG LP and the PEG LP Partners, and PEG Inc. shall have the right to acquire the PEG LP Interests, and PEG LP and the PEG LP Partners shall transfer the PEG LP Interests to PEG Inc., on the terms set forth in First Rights PEG LP Offer, and subject to documentation reasonably agreed between the parties. (c) In the event that PEG Inc. delivers a First Rights PEG LP Declination as provided in Section 4.2(b) above, or PEG LP validly rejects a First Rights PEG LP Offer as provided in Section 4.2(b) above, PEG LP and the PEG LP Partners shall be free to Transfer the PEG LP Interests to any Person within nine months of such delivery or rejection (as applicable); provided, however, that in the event that PEG Inc. had previously delivered a First Rights PEG LP Offer that was rejected, PEG LP and the PEG LP Partners shall only be permitted to Transfer the PEG LP Interests to a party other than PEG Inc. during such nine month period at a price greater than or equal to 105% of the applicable PEG LP Offer Price and on other terms and conditions that are not materially less favorable to PEG LP and the PEG LP Partners than the terms and conditions set forth in any applicable First Rights PEG LP Offer; provided, further, that PEG LP and the PEG LP Partners may not provide any material information with respect to PEG LP, its assets or the PEG LP Interests to any actual or potential Transferee of the PEG LP Interests that was not provided to PEG Inc. together with the PEG LP Transfer Notice. If PEG LP does not so consummate the Transfer of the PEG LP Interests within such nine month period, the terms of this Section 4.2 shall apply anew with respect to any Transfer of the PEG LP Interests.

Procedures for Rights of First Offer. (a) In the event that the any PEG LP Partners or PEG LP propose Entity proposes to Transfer all or any material portion of the Equity Interests or all or substantially all of the assets of PEG LPits ownership interest in any Project, PEG LP and the PEG LP Partners shall give PEG Inc. written notice within a commercially reasonable amount of time setting forth the details of the proposed Transfer, including a description of PEG LP’s assets the Project (including, with respect to each of PEG LP’s Projects, including the mega-wattage, stage of development or construction, material counterparties, details of any the project contracts and other material information with respect to PEG LP and the Projects Project that an acquiror thereof would reasonably be anticipated to request in order to reasonably diligence and assess PEG LP and such ProjectsProject), the Equity Interests or assets interest to be Transferred (in each case, the “PEG LP InterestsSubject Project Interest”) and any other material terms of the proposed Transfer reasonably known or anticipated by PEG LP or the PEG LP Partners (a “PEG LP Project Transfer Notice”). (b) Within 45 30 calendar days (or 60 calendar days in the event that at the relevant time the chief executive officer of PEG LP is not an employee of PEG Inc.) after delivery of a PEG LP Project Transfer Notice, PEG Inc. shall either: (i) deliver a written offer to PEG LP and the PEG LP Partners to purchase the PEG LP Interests Subject Project Interest setting forth PEG Inc.’s offer price (a “PEG LP Project Offer Price”) and other material terms and conditions on which PEG Inc. proposes to purchase the PEG LP Interests such Subject Project Interest (a “First Rights PEG LP Project Offer”) or (ii) deliver a written notice to PEG LP that PEG Inc. will not make a First Rights PEG LP Project Offer in response to the PEG LP Project Transfer Notice (a “First Rights PEG LP Project Declination”). Unless a First Rights PEG LP Project Offer is rejected pursuant to written notice from PEG LP delivered to PEG Inc. within 30 14 calendar days of PEG Inc.’s delivery of a First Rights PEG LP Project Offer, such First Rights PEG LP Project Offer shall be deemed to have been accepted by PEG LP and the PEG LP PartnersLP, and PEG Inc. shall have the right to acquire the PEG LP InterestsSubject Project Interest, and PEG LP and the PEG LP Partners shall transfer the PEG LP Interests Subject Project Interest to PEG Inc., on the terms set forth in First Rights PEG LP Project Offer, and subject to documentation reasonably agreed between the parties. (c) In the event that PEG Inc. delivers a First Rights PEG LP Project Declination as provided in Section 4.2(b3.2(b) above, or PEG LP validly rejects a First Rights PEG LP Project Offer as provided in Section 4.2(b3.2(b) above, PEG LP and shall not be restricted from Transfering the PEG LP Partners shall be free to Transfer the PEG LP Interests applicable Subject Project Interest to any Person within nine months of such delivery or rejection (as applicable); provided, however, that in the event that PEG Inc. had has previously delivered a First Rights PEG LP Project Offer that in respect of the Subject Project Interest which offer was rejected, PEG LP and the PEG LP Partners shall only be permitted to Transfer the PEG LP Interests Subject Project Interest to a party other than PEG Inc. during such nine month period at a price greater than or equal to 105% of the applicable PEG LP Project Offer Price and on other terms and conditions that are not materially less favorable to PEG LP and the PEG LP Partners than the terms and conditions set forth in any applicable First Rights PEG LP Project Offer; provided, further, that PEG LP and the PEG LP Partners may not provide any material information with respect to PEG LP, its assets or the PEG LP Interests applicable Subject Project Interest to any actual or potential Transferee of the PEG LP Interests such Subject Project Interest that was not provided to PEG Inc. together with the PEG LP Project Transfer Notice. If PEG LP does not so consummate the Transfer of the PEG LP Interests Subject Project Interest within such nine month period, the terms of this Section 4.2 3.2 shall apply anew with respect to any Transfer of the PEG LP Interestssuch Subject Project Interest.

Procedures for Rights of First Offer. (a) In the event that the any PEG 2 LP Partners or PEG LP propose Entity proposes to Transfer all or any material portion of the Equity Interests or all or substantially all of the assets of PEG LPits ownership interest in any Project, PEG 2 LP and the PEG LP Partners shall give PEG Inc. written notice within a commercially reasonable amount of time setting forth the details of the proposed Transfer, including a description of PEG LP’s assets the Project (including, with respect to each of PEG LP’s Projects, including the mega-wattage, stage of development or construction, material counterparties, details of any the project contracts and other material information with respect to PEG LP and the Projects Project that an acquiror thereof would reasonably be anticipated to request in order to reasonably diligence and assess PEG LP and such ProjectsProject), the Equity Interests or assets interest to be Transferred (in each case, the “PEG LP InterestsSubject Project Interest”) and any other material terms of the proposed Transfer reasonably known or anticipated by PEG 2 LP or the PEG LP Partners (a “PEG LP Project Transfer Notice”). (b) Within 45 30 calendar days (or 60 calendar days in the event that at the relevant time the chief executive officer of PEG 2 LP is not an employee of PEG Inc.) after delivery of a PEG LP Project Transfer Notice, PEG Inc. shall either: (i) deliver a written offer to PEG 2 LP and the PEG LP Partners to purchase the PEG LP Interests Subject Project Interest setting forth PEG Inc.’s offer price (a “PEG LP Project Offer Price”) and other material terms and conditions on which PEG Inc. proposes to purchase the PEG LP Interests such Subject Project Interest (a “First Rights PEG LP Project Offer”) or (iii) deliver a written notice to PEG 2 LP that PEG Inc. will not make a First Rights PEG LP Project Offer in response to the PEG LP Project Transfer Notice (a “First Rights PEG LP Project Declination”). Unless a First Rights PEG LP Project Offer is rejected pursuant to written notice from PEG 2 LP delivered to PEG Inc. within 30 14 calendar days of PEG Inc.’s delivery of a First Rights PEG LP Project Offer, such First Rights PEG LP Project Offer shall be deemed to have been accepted by PEG LP and the PEG LP Partners2 LP, and PEG Inc. shall have the right to acquire the PEG LP InterestsSubject Project Interest, and PEG 2 LP and the PEG LP Partners shall transfer the PEG LP Interests Subject Project Interest to PEG Inc., on the terms set forth in First Rights PEG LP Project Offer, and subject to documentation reasonably agreed between the parties. (c) In the event that PEG Inc. delivers a First Rights PEG LP Project Declination as provided in Section 4.2(b2.2(b) above, or PEG 2 LP validly rejects a First Rights PEG LP Project Offer as provided in Section 4.2(b2.2(b) above, PEG 2 LP and shall not be restricted from Transfering the PEG LP Partners shall be free to Transfer the PEG LP Interests applicable Subject Project Interest to any Person within nine months of such delivery or rejection (as applicable); provided, however, that in the event that PEG Inc. had has previously delivered a First Rights PEG LP Project Offer that in respect of the Subject Project Interest which offer was rejected, PEG 2 LP and the PEG LP Partners shall only be permitted to Transfer the PEG LP Interests Subject Project Interest to a party other than PEG Inc. during such nine month period at a price greater than or equal to 105% of the applicable PEG LP Project Offer Price and on other terms and conditions that are not materially less favorable to PEG 2 LP and the PEG LP Partners than the terms and conditions set forth in any applicable First Rights PEG LP Project Offer; provided, further, that PEG 2 LP and the PEG LP Partners may not provide any material information with respect to PEG LP, its assets or the PEG LP Interests applicable Subject Project Interest to any actual or potential Transferee of the PEG LP Interests such Subject Project Interest that was not provided to PEG Inc. together with the PEG LP Project Transfer Notice. If PEG 2 LP does not so consummate the Transfer of the PEG LP Interests Subject Project Interest within such nine month period, the terms of this Section 4.2 2.2 shall apply anew with respect to any Transfer of the PEG LP Interestssuch Subject Project Interest.

Procedures for Rights of First Offer. (a) In the event that the any PEG LP Partners or PEG LP propose Entity proposes to Transfer all or any material portion of the Equity Interests or all or substantially all of the assets of PEG LPits ownership interest in any Project, PEG LP and the PEG LP Partners shall give PEG Inc. written notice within a commercially reasonable amount of time (that is intended to be sufficiently early to permit the Parties to exercise their rights set forth in this Section 3.2) setting forth the details of the proposed Transfer, including a description of PEG LP’s assets the Project (including, with respect to each of PEG LP’s Projects, including the mega-wattage, stage of development or construction, material counterparties, details of any the project contracts and other material information with respect to PEG LP and the Projects Project that an acquiror thereof would reasonably be anticipated to request in order to reasonably diligence and assess PEG LP and such ProjectsProject), the Equity Interests or assets interest to be Transferred (in each case, the “PEG LP InterestsSubject Project Interest”) and any other material terms of the proposed Transfer reasonably known or anticipated by PEG LP or the PEG LP Partners (a “PEG LP Project Transfer Notice”). (b) Within 45 20 calendar days after delivery of a PEG LP Project Transfer NoticeNotice (a “First Rights Offer Period”), PEG Inc. shall either: (i) deliver a written offer to PEG LP and the PEG LP Partners to purchase the PEG LP Interests Subject Project Interest setting forth PEG Inc.’s offer price (a “PEG LP Project Offer Price”) and other material terms and conditions on which PEG Inc. proposes to purchase the PEG LP Interests such Subject Project Interest (a “First Rights PEG LP Project Offer”) or (ii) deliver a written notice to PEG LP that PEG Inc. will not make a First Rights PEG LP Project Offer in response to the PEG LP Project Transfer Notice (a “First Rights PEG LP Project Declination”). Unless a First Rights PEG LP Project Offer is rejected pursuant to written notice from PEG LP delivered to PEG Inc. within 30 calendar days of PEG Inc.’s five (5) Business Days following the delivery of a First Rights PEG LP OfferProject Offer (the “First Rights Acceptance Period”), such First Rights PEG LP Project Offer shall be deemed to have been accepted by PEG LP and the PEG LP PartnersLP, and PEG Inc. shall have the right to acquire the PEG LP InterestsSubject Project Interest, and PEG LP and the PEG LP Partners shall transfer the PEG LP Interests Subject Project Interest to PEG Inc., on the terms set forth in such First Rights PEG LP Project Offer, and subject to documentation reasonably agreed between the parties.parties based on the form attached hereto as Exhibit A. (c) In the event that (A) PEG LP rejects a First Rights Project Offer by delivering notice thereof to PEG Inc. before the expiration of the First Rights Acceptance Period or (B) other than with respect to the Conejo Project, PEG Inc. fails to deliver either a First Rights Project Offer or a First Rights Project Declination or delivers a First Rights Project Declination, in each case before the expiration of the First Rights Offer Period, PEG LP Declination as provided Inc. or its Permitted Assignee (a “Final Project Offeror”) shall have an additional opportunity, exercisable within the thirty (30) calendar day period following, in Section 4.2(b) abovethe case of (A), the date that the rejection of the First Rights Project Offer is delivered to PEG Inc. or, in the case of (B), the expiration of the First Rights Offer Period or PEG LP validly rejects earlier delivery of a First Rights Project Declination to PEG LP (a “Final Rights Offer as provided in Section 4.2(b) abovePeriod”), to deliver a written offer to PEG LP to purchase the Subject Project Interest setting forth such Final Project Offeror’s offer price (a “Final Offer Price”) and the PEG LP Partners shall be free to Transfer the PEG LP Interests to any Person within nine months of such delivery or rejection (as applicable); provided, however, that in the event that PEG Inc. had previously delivered a First Rights PEG LP Offer that was rejected, PEG LP and the PEG LP Partners shall only be permitted to Transfer the PEG LP Interests to a party other than PEG Inc. during such nine month period at a price greater than or equal to 105% of the applicable PEG LP Offer Price and on other material terms and conditions that are not materially less favorable on which such Final Project Offeror proposes to PEG LP and the PEG LP Partners than the terms and conditions set forth in any applicable First Rights PEG LP Offer; provided, further, that PEG LP and the PEG LP Partners may not provide any material information with respect to PEG LP, its assets or the PEG LP Interests to any actual or potential Transferee of the PEG LP Interests that was not provided to PEG Inc. together with the PEG LP Transfer Notice. If PEG LP does not so consummate the Transfer of the PEG LP Interests within purchase such nine month period, the terms of this Section 4.2 shall apply anew with respect to any Transfer of the PEG LP Interests.Subject Project Interest (a “

Procedures for Rights of First Offer. (a) In the event that the PEG LP Partners or PEG LP propose to Transfer any material portion of the Equity Interests or all or substantially all of the assets of PEG LP, PEG LP and the PEG LP Partners shall give PEG Inc. written notice setting forth the details of the proposed Transfer, including a description of PEG LP’s 's assets (including, with respect to each of PEG LP’s Projects, the mega-wattage, stage of development or construction, material counterparties, details of any project contracts and other material information with respect to PEG LP and the Projects that an acquiror thereof would reasonably be anticipated to request in order to reasonably diligence and assess PEG LP and such Projects), the Equity Interests or assets to be Transferred (in each case, the “PEG LP Interests”) and any other material terms of the proposed Transfer reasonably known or anticipated by PEG LP or the PEG LP Partners (a “PEG LP Transfer Notice”). (b) Within 45 calendar days after delivery of a PEG LP Transfer Notice, PEG Inc. shall either: (i) deliver a written offer to PEG LP and the PEG LP Partners to purchase the PEG LP Interests setting forth PEG Inc.’s offer price (a “PEG LP Offer Price”) and other material terms and conditions on which PEG Inc. proposes to purchase the PEG LP Interests (a “First Rights PEG LP Offer”) or (ii) deliver a written notice to PEG LP that PEG Inc. will not make a First Rights PEG LP Offer in response to the PEG LP Transfer Notice (a “First Rights PEG LP Declination”). Unless a First Rights PEG LP Offer is rejected pursuant to written notice from PEG LP delivered to PEG Inc. within 30 calendar days of PEG Inc.’s delivery of a First Rights PEG LP Offer, such First Rights PEG LP Offer shall be deemed to have been accepted by PEG LP and the PEG LP Partners, and PEG Inc. shall have the right to acquire the PEG LP Interests, and PEG LP and the PEG LP Partners shall transfer the PEG LP Interests to PEG Inc., on the terms set forth in First Rights PEG LP Offer, and subject to documentation reasonably agreed between the parties. (c) In the event that PEG Inc. delivers a First Rights PEG LP Declination as provided in Section 4.2(b) above, or PEG LP validly rejects a First Rights PEG LP Offer by delivering notice of the same as provided in Section 4.2(b) above, PEG LP and the PEG LP Partners shall be free to Transfer the PEG LP Interests to any Person within nine months of such delivery the date that the First Rights PEG LP Declination or the notice of rejection (as applicable)) was delivered; provided, however, that in the event that PEG Inc. had previously delivered a First Rights PEG LP Offer that was rejectedrejected by PEG LP, PEG LP and the PEG LP Partners shall only be permitted to Transfer the PEG LP Interests to a party other than PEG Inc. during such nine month period at a price greater than or equal to 105% of the applicable PEG LP Offer Price and on other terms and conditions that are not materially less favorable to PEG LP and the PEG LP Partners than the terms and conditions set forth in any applicable First Rights PEG LP Offer; provided, further, that PEG LP and the PEG LP Partners may not provide any material information with respect to PEG LP, its assets or the PEG LP Interests to any actual or potential Transferee of the PEG LP Interests that was not provided to PEG Inc. together with the PEG LP Transfer Notice. If PEG LP does not so consummate the Transfer of the PEG LP Interests within such nine month period, the terms of this Section 4.2 shall apply anew with respect to any Transfer of the PEG LP Interests.

Procedures for Rights of First Offer. (a) In the event that the any PEG 2 LP Partners or PEG LP propose Entity proposes to Transfer all or any material portion of the Equity Interests or all or substantially all of the assets of PEG LPits ownership interest in any Project, PEG 2 LP and the PEG LP Partners shall give PEG Inc. written notice within a commercially reasonable amount of time (that is intended to be sufficiently early to permit the Parties to exercise their rights set forth in this Section 2.2) setting forth the details of the proposed Transfer, including a description of PEG LP’s assets the Project (including, with respect to each of PEG LP’s Projects, including the mega-wattage, stage of development or construction, material counterparties, details of any the project contracts and other material information with respect to PEG LP and the Projects Project that an acquiror thereof would reasonably be anticipated to request in order to reasonably diligence and assess PEG LP and such ProjectsProject), the Equity Interests or assets interest to be Transferred (in each case, the “PEG LP InterestsSubject Project Interest”) and any other material terms of the proposed Transfer reasonably known or anticipated by PEG 2 LP or the PEG LP Partners (a “PEG LP Project Transfer Notice”). For the avoidance of doubt, PEG 2 LP shall, and shall cause each other PEG 2 LP Entity to, seek to Transfer each Project (in accordance with the terms hereof) at or around COD; provided, that at the reasonable request of either PEG 2 LP or PEG Inc., the Parties may agree (acting reasonably) to effect such Transfer at a time other than COD. (b) Within 45 20 calendar days after delivery of a PEG LP Project Transfer NoticeNotice (a “First Rights Offer Period”), PEG Inc. shall either: (i) deliver a written offer to PEG 2 LP and the PEG LP Partners to purchase the PEG LP Interests Subject Project Interest setting forth PEG Inc.’s offer price (a “PEG LP Project Offer Price”) and other material terms and conditions on which PEG Inc. proposes to purchase the PEG LP Interests such Subject Project Interest (a “First Rights PEG LP Project Offer”) or (ii) deliver a written notice to PEG 2 LP that PEG Inc. will not make a First Rights PEG LP Project Offer in response to the PEG LP Project Transfer Notice (a “First Rights PEG LP Project Declination”). Unless a First Rights PEG LP Project Offer is rejected pursuant to written notice from PEG 2 LP delivered to PEG Inc. within 30 calendar days of PEG Inc.’s five (5) Business Days following the delivery of a First Rights PEG LP OfferProject Offer (the “First Rights Acceptance Period”), such First Rights PEG LP Project Offer shall be deemed to have been accepted by PEG LP and the PEG LP Partners2 LP, and PEG Inc. shall have the right to acquire the PEG LP InterestsSubject Project Interest, and PEG 2 LP and the PEG LP Partners shall transfer the PEG LP Interests Subject Project Interest to PEG Inc., on the terms set forth in such First Rights PEG LP Project Offer, and subject to documentation reasonably agreed between the parties.parties based on the form attached hereto as Exhibit A. (c) In the event that (A) PEG 2 LP rejects a First Rights Project Offer by delivering notice thereof to PEG Inc. before the expiration of the First Rights Acceptance Period or (B) PEG Inc. fails to deliver either a First Rights Project Offer or a First Rights Project Declination or delivers a First Rights Project Declination, in each case before the expiration of the First Rights Offer Period, PEG LP Declination as provided Inc. or its Permitted Assignee (a “Final Project Offeror”) shall have an additional opportunity, exercisable within the thirty (30) calendar day period following, in Section 4.2(b) abovethe case of (A), the date that the rejection of the First Rights Project Offer is delivered to PEG Inc. or, in the case of (B), the expiration of the First Rights Offer Period or PEG LP validly rejects earlier delivery of a First Rights Project Declination to PEG 2 LP (a “Final Rights Offer as provided in Section 4.2(bPeriod”), to deliver a written offer to PEG 2 LP to purchase the Subject Project Interest setting forth such Final Project Offeror’s offer price (a “Final Offer Price”) above, PEG LP and the PEG LP Partners shall be free to Transfer the PEG LP Interests to any Person within nine months of such delivery or rejection (as applicable); provided, however, that in the event that PEG Inc. had previously delivered a First Rights PEG LP Offer that was rejected, PEG LP and the PEG LP Partners shall only be permitted to Transfer the PEG LP Interests to a party other than PEG Inc. during such nine month period at a price greater than or equal to 105% of the applicable PEG LP Offer Price and on other material terms and conditions that are not materially less favorable on which such Final Project Offeror proposes to PEG LP and the PEG LP Partners than the terms and conditions set forth in any applicable First Rights PEG LP Offer; provided, further, that PEG LP and the PEG LP Partners may not provide any material information with respect to PEG LP, its assets or the PEG LP Interests to any actual or potential Transferee of the PEG LP Interests that was not provided to PEG Inc. together with the PEG LP Transfer Notice. If PEG LP does not so consummate the Transfer of the PEG LP Interests within purchase such nine month period, the terms of this Section 4.2 shall apply anew with respect to any Transfer of the PEG LP Interests.Subject Project Interest (a “