8point3 Energy Partners LP Sample Contracts

CREDIT AND GUARANTY AGREEMENT dated as of June 5, 2015 among 8POINT3 OPERATING COMPANY, LLC, as Borrower, 8POINT3 ENERGY PARTNERS LP, as the Partnership, CERTAIN SUBSIDIARIES OF 8POINT3 OPERATING COMPANY, LLC, as Guarantors, VARIOUS LENDERS, CREDIT...
Credit and Guaranty Agreement • June 9th, 2015 • 8point3 Energy Partners LP • Electric services • New York

This CREDIT AND GUARANTY AGREEMENT, dated as of June 5, 2015, is entered into by and among 8POINT3 OPERATING COMPANY, LLC, a Delaware limited liability company (“Borrower”), following the execution of the Closing Date Joinder Agreement hereto, 8POINT3 ENERGY PARTNERS LP, a Delaware limited partnership (the “Partnership”), CERTAIN SUBSIDIARIES OF BORROWER party hereto from time to time, including following execution of the Closing Date Joinder Agreement, as Guarantors, the Lenders party hereto from time to time, CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK (“Credit Agricole CIB”), as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), and as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”), Credit Agricole CIB, DEUTSCHE BANK SECURITIES INC. (“DB Securities”), J.P. MORGAN SECURITIES LLC (“JPMorgan”), CITIGROUP GLOBAL MARKETS INC. (“Citigroup”) and GOLDMAN SACHS BANK USA (“Goldman Sachs”), as

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MANAGEMENT SERVICES AGREEMENT BY AND AMONG 8POINT3 OPERATING COMPANY, LLC, 8POINT3 ENERGY PARTNERS LP, 8POINT3 GENERAL PARTNER, LLC, 8POINT3 HOLDING COMPANY, LLC AND SUNPOWER CAPITAL SERVICES, LLC Dated as of June 24, 2015
Management Services Agreement • June 30th, 2015 • 8point3 Energy Partners LP • Electric services

THIS MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is made as of June 24, 2015, by and among 8point3 General Partner, LLC, a Delaware limited liability company (the “YieldCo General Partner”), 8point3 Energy Partners LP, a Delaware limited partnership (the “Partnership”), 8point3 Operating Company, LLC, a Delaware limited liability company (the “Operating Company”), 8point3 Holding Company, LLC, a Delaware limited liability company, (“Holdings” and, together with the YieldCo General Partner, the Partnership and the Operating Company, the “YieldCo Parties”), and SunPower Capital Services, LLC, a Delaware limited liability company, (the “Service Provider” and together with the YieldCo General Partner, the Partnership and the Operating Company, each a “Party” and, collectively, the “Parties”).

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8POINT3 ENERGY PARTNERS LP REGISTRATION RIGHTS AGREEMENT June 24, 2015
Registration Rights Agreement • June 30th, 2015 • 8point3 Energy Partners LP • Electric services • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of June 24, 2015, by and among 8point3 Energy Partners LP, a Delaware limited partnership (the “Partnership”), First Solar 8point3 Holdings, LLC, a Delaware limited liability company (“First Solar”), and SunPower YC Holdings, LLC, a Delaware limited liability company (“SunPower” and together with First Solar, each together with its respective Affiliates (as defined below), a “Sponsor” and collectively, the “Sponsors”). Except as otherwise specified herein, all capitalized terms in this Agreement are defined in Section 1. This Agreement shall become effective (the “Effective Time”) upon completion of the initial public offering of the Partnership’s Class A Shares representing limited partner interests (the “Class A Shares”).

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RIGHT OF FIRST OFFER AGREEMENT
Right of First Offer Agreement • June 30th, 2015 • 8point3 Energy Partners LP • Electric services

THIS RIGHT OF FIRST OFFER AGREEMENT (this “Agreement”) is made and entered into as of the 24th day of June, 2015 (the “Effective Date”), by and between 8point3 Operating Company, LLC, a Delaware limited liability company (the “Operating Company”) and First Solar, Inc., a Delaware corporation (the “Sponsor”), each a “Party” and, collectively, the “Parties.”

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OMNIBUS AGREEMENT
Omnibus Agreement • June 30th, 2015 • 8point3 Energy Partners LP • Electric services

THIS OMNIBUS AGREEMENT (this “Agreement”) is made and entered into as of the 24th day of June, 2015 (the “Effective Date”), by and among 8point3 Operating Company, LLC, a Delaware limited liability company (the “Operating Company”), 8point3 General Partner, LLC, a Delaware limited liability company (the “YieldCo General Partner”), 8point3 Holding Company, LLC, a Delaware limited liability company (“Holdings”), 8point3 Energy Partners LP, a Delaware limited partnership (the “Partnership”), First Solar, Inc., a Delaware corporation (“First Solar”) and SunPower Corporation, a Delaware corporation (“SunPower” and, together with First Solar, each a “Sponsor” and collectively, the “Sponsors”). The above-named entities are sometimes referred to in this Agreement as a “Party” and collectively as the “Parties.”

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CONTRIBUTION, CONVEYANCE, ASSIGNMENT AND ASSUMPTION AGREEMENT
Contribution, Conveyance, Assignment and Assumption Agreement • June 30th, 2015 • 8point3 Energy Partners LP • Electric services

This Contribution, Conveyance, Assignment and Assumption Agreement, dated as of June 24, 2015 (this “Agreement”), is entered into by and among First Solar 8point3 Holdings, LLC, a Delaware limited liability company (“FS Holdings Member”), Maryland Solar Holdings, Inc., a Delaware corporation (“MD Solar Holdings”), SunPower YC Holdings, LLC, a Delaware limited liability company (“SP Holdings Member”), 8point3 Energy Partners LP, a Delaware limited partnership (the “Partnership”), and 8point3 Operating Company, LLC, a Delaware limited liability company (“Operating Company” and together with FS Holdings Member and MD Solar Holdings, each a “Party” and collectively, the “Parties”).

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AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF 8POINT3 GENERAL PARTNER, LLC A Delaware Limited Liability Company Dated as of June 24, 2015
Limited Liability Company Agreement • June 30th, 2015 • 8point3 Energy Partners LP • Electric services • Delaware

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF 8POINT3 GENERAL PARTNER, LLC dated as of June 24, 2015, is adopted, executed and agreed to, for good and valuable consideration, by 8point3 Holding Company, LLC, a Delaware limited liability company. In consideration of the covenants, conditions and agreements contained herein, the Sole Member hereby agrees as follows:

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PURCHASE AND SALE AGREEMENT BY AND AMONG FIRST SOLAR ASSET MANAGEMENT, LLC, 8POINT3 OPERATING COMPANY, LLC AND FIRST SOLAR, INC. Dated as of November 11, 2016
Purchase and Sale Agreement • November 14th, 2016 • 8point3 Energy Partners LP • Electric services • New York

THIS PURCHASE AND SALE AGREEMENT (the “Agreement”), dated as of November 11, 2016 (the “Execution Date”), by and among First Solar Asset Management, LLC, a Delaware limited liability company (“Seller”), 8point3 Operating Company, LLC, a Delaware limited liability company (“Purchaser”), and, solely for purposes of agreeing to its obligations set forth in Section 7.07, First Solar, Inc., a Delaware corporation (“Seller Guarantor” and together with Seller and Purchaser, each a “Party” and collectively, the “Parties”). Capitalized terms used herein shall have the meanings set forth in Article I hereof.

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Contract
Equity Purchase Agreement • June 30th, 2015 • 8point3 Energy Partners LP • Electric services • Delaware

This EQUITY PURCHASE AGREEMENT (this “Agreement”), dated as of June 24, 2015, is by and between 8point3 Energy Partners LP, a Delaware limited partnership (the “Partnership”), and 8point3 Operating Company, LLC, a Delaware limited liability company (the “Operating Company”).

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EXCHANGE AGREEMENT BY AND AMONG SUNPOWER YC HOLDINGS, LLC FIRST SOLAR 8POINT3 HOLDINGS, LLC 8POINT3 OPERATING COMPANY, LLC 8POINT3 GENERAL PARTNER, LLC and 8POINT3 ENERGY PARTNERS LP Dated as of June 24, 2015
Exchange Agreement • June 30th, 2015 • 8point3 Energy Partners LP • Electric services

This EXCHANGE AGREEMENT (the “Agreement”), dated as of June 24, 2015, by and among 8point3 Energy Partners LP, a Delaware limited partnership (the “Partnership”), 8point3 General Partner, LLC, a Delaware limited liability company (the “General Partner”), 8point3 Operating Company, LLC, a Delaware limited liability company (the “Operating Company”), SunPower YC Holdings, LLC, a Delaware limited liability company (“SunPower”), and First Solar 8point3 Holdings, LLC, a Delaware limited liability company (“First Solar” and, together with SunPower, the “Sponsors”). The above-named entities are sometimes referred to in this Agreement as a “Party” and collectively as the “Parties.”

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SECOND AMENDMENT AND WAIVER TO RIGHT OF FIRST OFFER AGREEMENT
Right of First Offer Agreement • February 14th, 2017 • 8point3 Energy Partners LP • Electric services

This Second Amendment and Waiver to the Right of First Offer Agreement, dated as of February 13, 2017 (this “Waiver Agreement”), is made and entered into by and between 8point3 Operating Company, LLC, a Delaware limited liability company (the “Operating Company”), and SunPower Corporation, a Delaware corporation (the “Sponsor”).

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AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF 8POINT3 ENERGY PARTNERS LP A Delaware Limited Partnership Dated as of June 24, 2015
Limited Partnership Agreement • June 30th, 2015 • 8point3 Energy Partners LP • Electric services • Delaware

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF 8POINT3 ENERGY PARTNERS LP, dated as of June 24, 2015, is entered into by and between 8POINT3 GENERAL PARTNER, LLC, a Delaware limited liability company, as the General Partner and the Initial Shareholders (as defined herein), together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

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CONTRIBUTION AGREEMENT BY AND AMONG SUNPOWER ASSETCO, LLC, 8POINT3 OPERATING COMPANY, LLC, AND SUNPOWER CORPORATION Dated as of September 20, 2016
Contribution Agreement • September 22nd, 2016 • 8point3 Energy Partners LP • Electric services • New York

THIS CONTRIBUTION AGREEMENT (the “Agreement”), dated as of September 20, 2016 (the “Execution Date”), by and among SunPower AssetCo, LLC, a Delaware limited liability company (“AssetCo”), 8point3 Operating Company, LLC, a Delaware limited liability company (the “Contributor”) and, solely for purposes of agreeing to its obligations set forth in Section ‎7.07, SunPower Corporation, a Delaware corporation (“Parent Guarantor” or “SunPower” and, together with AssetCo and the Contributor, each a “Party” and collectively, the “Parties”). Capitalized terms used herein shall have the meanings set forth in Article I hereof.

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AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF 8POINT3 OPERATING COMPANY, LLC A Delaware Limited Liability Company Dated as of June 24, 2015
Limited Liability Company Agreement • June 30th, 2015 • 8point3 Energy Partners LP • Electric services • Delaware

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF 8POINT3 OPERATING COMPANY, LLC, dated as of June 24, 2015, is entered into by and between 8POINT3 ENERGY PARTNERS LP, a Delaware limited partnership, SUNPOWER YC HOLDINGS, LLC, a Delaware limited liability company, FIRST SOLAR 8POINT3 HOLDINGS, LLC, a Delaware limited liability company, MARYLAND SOLAR HOLDINGS, INC., a Delaware corporation, and 8POINT3 HOLDING COMPANY, LLC, a Delaware limited liability company. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

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8POINT3 ENERGY PARTNERS LP INDEMNIFICATION AGREEMENT
Indemnification Agreement • June 24th, 2015 • 8point3 Energy Partners LP • Electric services • Delaware

This Indemnification Agreement (this “Agreement”) is entered into as of June 18, 2015 (the “Effective Date”), by and among 8point3 Energy Partners LP, a Delaware limited partnership (the “Partnership”), 8point3 General Partner, LLC, a Delaware limited liability company and the general partner of the Partnership (the “Company”) and [ ] (“Indemnitee”).

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AMENDMENT NO. 5 TO AMENDED AND RESTATED OMNIBUS AGREEMENT
Omnibus Agreement • December 5th, 2016 • 8point3 Energy Partners LP • Electric services

This AMENDMENT NO. 5 TO AMENDED AND RESTATED OMNIBUS AGREEMENT (this “Amendment”), dated as of December 1, 2016 is made and entered into among 8point3 Operating Company, LLC, a Delaware limited liability company (the “Operating Company”), 8point3 General Partner, LLC, a Delaware limited liability company (the “YieldCo General Partner”), 8point3 Holding Company, LLC, a Delaware limited liability company (“Holdings”), 8point3 Energy Partners LP, a Delaware limited partnership (the “Partnership”), First Solar, Inc., a Delaware corporation (“First Solar”) and SunPower Corporation, a Delaware corporation (“SunPower” and, together with First Solar, each a “Sponsor” and collectively, the “Sponsors”). The above-named entities are sometimes referred to in this Amendment as a “Party” and collectively as the “Parties.”

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DIRECTOR UNRESTRICTED SHARE AGREEMENT
Director Unrestricted Share Agreement • July 14th, 2015 • 8point3 Energy Partners LP • Electric services • Delaware

THIS AGREEMENT is made as of [●], 20[●] and effective as of [●], 20[●] (the “Grant Date”) between 8point3 General Partner, LLC, a Delaware limited liability company (the “Company”), general partner of 8point3 Energy Partners LP, a Delaware limited partnership (the “Partnership”), and (“Recipient”).

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AMENDMENT NO. 2 TO OMNIBUS AGREEMENT
Omnibus Agreement • December 4th, 2015 • 8point3 Energy Partners LP • Electric services

This AMENDMENT NO. 2 TO OMNIBUS AGREEMENT (this “Amendment”), dated as of November 30, 2015 is made and entered into among 8point3 Operating Company, LLC, a Delaware limited liability company (the “Operating Company”), 8point3 General Partner, LLC, a Delaware limited liability company (the “YieldCo General Partner”), 8point3 Holding Company, LLC, a Delaware limited liability company (“Holdings”), 8point3 Energy Partners LP, a Delaware limited partnership (the “Partnership”), First Solar, Inc., a Delaware corporation (“First Solar”) and SunPower Corporation, a Delaware corporation (“SunPower” and, together with First Solar, each a “Sponsor” and collectively, the “Sponsors”). The above-named entities are sometimes referred to in this Amendment as a “Party” and collectively as the “Parties.

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AMENDMENT AND WAIVER NO. 2 TO RIGHT OF FIRST OFFER AGREEMENT
Right of First Offer Agreement • June 29th, 2016 • 8point3 Energy Partners LP • Electric services

This Amendment and Waiver No. 2 to the Right of First Offer Agreement, dated as of June 28, 2016 (this “Waiver Agreement”), is made and entered into by and between 8point3 Operating Company, LLC, a Delaware limited liability company (the “Operating Company”), and First Solar, Inc., a Delaware corporation (the “Sponsor”).

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AMENDMENT NO. 1 TO MANAGEMENT SERVICES AGREEMENT
Management Services Agreement • August 17th, 2015 • 8point3 Energy Partners LP • Electric services

This AMENDMENT NO. 1 TO MANAGEMENT SERVICES AGREEMENT (this “Amendment”), dated as of August 11, 2015 is made and entered into by and among 8point3 General Partner, LLC, a Delaware limited liability company (the “YieldCo General Partner”), 8point3 Energy Partners LP, a Delaware limited partnership (the “Partnership”), 8point3 Operating Company, LLC, a Delaware limited liability company (the “Operating Company”), 8point3 Holding Company, LLC, a Delaware limited liability company, (“Holdings” and, together with the YieldCo General Partner, the Partnership and the Operating Company, the “YieldCo Parties”), and First Solar 8point3 Management Services, LLC, a Delaware limited liability company, (the “Service Provider” and together with the YieldCo General Partner, the Partnership and the Operating Company, each a “Party” and, collectively, the “Parties”).

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Contract
Promissory Note • December 5th, 2016 • 8point3 Energy Partners LP • Electric services • New York

THE INDEBTEDNESS EVIDENCED BY THIS INSTRUMENT IS SUBORDINATED TO THE PRIOR PAYMENT IN FULL OF CERTAIN OBLIGATIONS (AS DEFINED IN THE SUBORDINATION AGREEMENT HEREINAFTER REFERRED TO) PURSUANT TO, AND TO THE EXTENT PROVIDED IN, THAT CERTAIN SUBORDINATION AGREEMENT DATED DECEMBER 1, 2016, BETWEEN FIRST SOLAR ASSET MANAGEMENT, LLC, 8POINT3 OPERATING COMPANY, LLC AND CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT. THIS INSTRUMENT MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED.

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THIRD AMENDMENT TO PURCHASE, SALE AND CONTRIBUTION AGREEMENT
Purchase, Sale and Contribution Agreement • March 1st, 2017 • 8point3 Energy Partners LP • Electric services

THIS THIRD AMENDMENT TO PURCHASE, SALE AND CONTRIBUTION AGREEMENT (the “Amendment”), dated as of February 24, 2017 (the “Execution Date”), by and between 8point3 Operating Company, LLC, a Delaware limited liability company (the “Purchaser”) and SunPower Corporation, a Delaware corporation (“Parent” and, together with Purchaser, each a “Party” and collectively, the “Parties”). All capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Agreement (as defined below).

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AMENDMENT NO. 7 TO AMENDED AND RESTATED
Omnibus Agreement • June 13th, 2017 • 8point3 Energy Partners LP • Electric services

This AMENDMENT NO. 7 TO AMENDED AND RESTATED OMNIBUS AGREEMENT (this “Amendment”), dated as of June 9, 2017, is made and entered into among 8point3 Operating Company, LLC, a Delaware limited liability company (the “Operating Company”), 8point3 General Partner, LLC, a Delaware limited liability company (the “YieldCo General Partner”), 8point3 Holding Company, LLC, a Delaware limited liability company (“Holdings”), 8point3 Energy Partners LP, a Delaware limited partnership (the “Partnership”), First Solar, Inc., a Delaware corporation (“First Solar”) and SunPower Corporation, a Delaware corporation (“SunPower” and, together with First Solar, each a “Sponsor” and collectively, the “Sponsors”). The above-named entities are sometimes referred to in this Amendment as a “Party” and collectively as the “Parties.”

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AMENDMENT NO. 2 TO MANAGEMENT SERVICES AGREEMENT
Management Services Agreement • April 6th, 2017 • 8point3 Energy Partners LP • Electric services

This AMENDMENT NO. 2 TO MANAGEMENT SERVICES AGREEMENT (this “Amendment”), dated as of January 20, 2017 is made and entered into by and among 8point3 General Partner, LLC, a Delaware limited liability company (the “ YieldCo General Partner ”), 8point3 Energy Partners LP, a Delaware limited partnership (the “ Partnership ”), 8point3 Operating Company, LLC, a Delaware limited liability company (the “ Operating Company ”), 8point3 Holding Company, LLC, a Delaware limited liability company, (“ Holdings ” and, together with the YieldCo General Partner, the Partnership and the Operating Company, the “ YieldCo Parties ”), and SunPower Capital Services, LLC, a Delaware limited liability company, (the “ Service Provider ” and together with the YieldCo General Partner, the Partnership and the Operating Company, each a “ Party ” and, collectively, the “ Parties ”).

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FIRST AMENDMENT TO PURCHASE, SALE AND CONTRIBUTION AGREEMENT
Purchase, Sale and Contribution Agreement • October 3rd, 2016 • 8point3 Energy Partners LP • Electric services

THIS FIRST AMENDMENT TO PURCHASE, SALE AND CONTRIBUTION AGREEMENT (the “Amendment”), dated as of September 28, 2016 (the “Execution Date”), by and between 8point3 Operating Company, LLC, a Delaware limited liability company (the “Purchaser”) and SunPower Corporation, a Delaware corporation (“Parent” and, together with Purchaser, each a “Party” and collectively, the “Parties”). All capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Agreement (as defined below).

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June 9, 2017
Purchase, Sale and Contribution Agreement • June 13th, 2017 • 8point3 Energy Partners LP • Electric services • Delaware
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AMENDMENT NO. 1 TO OMNIBUS AGREEMENT
Omnibus Agreement • August 17th, 2015 • 8point3 Energy Partners LP • Electric services

This AMENDMENT NO. 1 TO OMNIBUS AGREEMENT (this “Amendment”), dated as of August 11, 2015 is made and entered into among 8point3 Operating Company, LLC, a Delaware limited liability company (the “Operating Company”), 8point3 General Partner, LLC, a Delaware limited liability company (the “YieldCo General Partner”), 8point3 Holding Company, LLC, a Delaware limited liability company (“Holdings”), 8point3 Energy Partners LP, a Delaware limited partnership (the “Partnership”), First Solar, Inc., a Delaware corporation (“First Solar”) and SunPower Corporation, a Delaware corporation (“SunPower” and, together with First Solar, each a “Sponsor” and collectively, the “Sponsors”). The above-named entities are sometimes referred to in this Amendment as a “Party” and collectively as the “Parties.

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AMENDMENT NO. 5 TO OMNIBUS AGREEMENT
Omnibus Agreement • April 7th, 2016 • 8point3 Energy Partners LP • Electric services

This AMENDMENT NO. 5 TO OMNIBUS AGREEMENT (this “Amendment”), dated as of April 1, 2016 is made and entered into among 8point3 Operating Company, LLC, a Delaware limited liability company (the “Operating Company”), 8point3 General Partner, LLC, a Delaware limited liability company (the “YieldCo General Partner”), 8point3 Holding Company, LLC, a Delaware limited liability company (“Holdings”), 8point3 Energy Partners LP, a Delaware limited partnership (the “Partnership”), First Solar, Inc., a Delaware corporation (“First Solar”) and SunPower Corporation, a Delaware corporation (“SunPower” and, together with First Solar, each a “Sponsor” and collectively, the “Sponsors”). The above-named entities are sometimes referred to in this Amendment as a “Party” and collectively as the “Parties.”

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AMENDMENT NO. 2 TO AMENDED AND RESTATED OMNIBUS AGREEMENT
Omnibus Agreement • September 14th, 2016 • 8point3 Energy Partners LP • Electric services

This AMENDMENT NO. 2 TO AMENDED AND RESTATED OMNIBUS AGREEMENT (this “Amendment”), dated as of September 9, 2016 and, solely with respect to Sections 1.02(a), 1.02(b), 1.02(c) and 1.02(d), effective as of September 22, 2016, which effectiveness shall be retroactive from September 9, 2016, is made and entered into among 8point3 Operating Company, LLC, a Delaware limited liability company (the “Operating Company”), 8point3 General Partner, LLC, a Delaware limited liability company (the “YieldCo General Partner”), 8point3 Holding Company, LLC, a Delaware limited liability company (“Holdings”), 8point3 Energy Partners LP, a Delaware limited partnership (the “Partnership”), First Solar, Inc., a Delaware corporation (“First Solar”) and SunPower Corporation, a Delaware corporation (“SunPower” and, together with First Solar, each a “Sponsor” and collectively, the “Sponsors”). The above-named entities are sometimes referred to in this Amendment as a “Party” and collectively as the “Parties.”

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AMENDMENT NO. 6 TO AMENDED AND RESTATED OMNIBUS AGREEMENT
Omnibus Agreement • March 1st, 2017 • 8point3 Energy Partners LP • Electric services

This AMENDMENT NO. 6 TO AMENDED AND RESTATED OMNIBUS AGREEMENT (this “Amendment”), dated as of February 24, 2017 and, solely with respect to Sections 1.02(a) and 1.02(b), effective as of March 4, 2017, which effectiveness shall be retroactive from February 24, 2017, is made and entered into among 8point3 Operating Company, LLC, a Delaware limited liability company (the “Operating Company”), 8point3 General Partner, LLC, a Delaware limited liability company (the “YieldCo General Partner”), 8point3 Holding Company, LLC, a Delaware limited liability company (“Holdings”), 8point3 Energy Partners LP, a Delaware limited partnership (the “Partnership”), First Solar, Inc., a Delaware corporation (“First Solar”) and SunPower Corporation, a Delaware corporation (“SunPower” and, together with First Solar, each a “Sponsor” and collectively, the “Sponsors”). The above-named entities are sometimes referred to in this Amendment as a “Party” and collectively as the “Parties.”

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SUPPORT AGREEMENT
Support Agreement • February 6th, 2018 • 8point3 Energy Partners LP • Electric services • Delaware

This SUPPORT AGREEMENT (this “Agreement”), dated as of February 5, 2018, is entered into by and among First Solar, Inc., a Delaware corporation (“First Solar”), SunPower Corporation, a Delaware corporation (“SunPower” and, together with First Solar, the “Sponsors”), 8point3 Solar CEI, LLC, a Delaware limited liability company (“8point3 Solar”), 8point3 Co-Invest Feeder 1, LLC, a Delaware limited liability company (“Investor Co 1”), 8point3 Co-Invest Feeder 2, LLC, a Delaware limited liability company (“Investor Co 2”), CD Clean Energy and Infrastructure V JV (Holdco), LLC, a Delaware limited liability company (“CD CEI V JV Holdco” and, together with 8point3 Solar, Investor Co 1 and Investor Co 2, collectively, “Parent”), 8point3 Partnership Merger Sub, LLC, a Delaware limited liability company and wholly owned Subsidiary of 8point3 Solar (“Partnership Merger Sub”), 8point3 OpCo Merger Sub 1, LLC, a Delaware limited liability company and wholly owned Subsidiary of Parent (“OpCo Merger S

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AMENDMENT NO. 1 TO MANAGEMENT SERVICES AGREEMENT
Management Services Agreement • August 17th, 2015 • 8point3 Energy Partners LP • Electric services

This AMENDMENT NO. 1 TO MANAGEMENT SERVICES AGREEMENT (this “Amendment”), dated as of August 11, 2015 is made and entered into by and among 8point3 General Partner, LLC, a Delaware limited liability company (the “YieldCo General Partner”), 8point3 Energy Partners LP, a Delaware limited partnership (the “Partnership”), 8point3 Operating Company, LLC, a Delaware limited liability company (the “Operating Company”), 8point3 Holding Company, LLC, a Delaware limited liability company, (“Holdings” and, together with the YieldCo General Partner, the Partnership and the Operating Company, the “YieldCo Parties”), and SunPower Capital Services, LLC, a Delaware limited liability company, (the “Service Provider” and together with the YieldCo General Partner, the Partnership and the Operating Company, each a “Party” and, collectively, the “Parties”).

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AMENDED AND RESTATED OMNIBUS AGREEMENT
Omnibus Agreement • April 7th, 2016 • 8point3 Energy Partners LP • Electric services

THIS AMENDED AND RESTATED OMNIBUS AGREEMENT (this “Agreement”) is made and entered into as of the 6th day of April, 2016 (the “Execution Date”), by and among 8point3 Operating Company, LLC, a Delaware limited liability company (the “Operating Company”), 8point3 General Partner, LLC, a Delaware limited liability company (the “YieldCo General Partner”), 8point3 Holding Company, LLC, a Delaware limited liability company (“Holdings”), 8point3 Energy Partners LP, a Delaware limited partnership (the “Partnership”), First Solar, Inc., a Delaware corporation (“First Solar”) and SunPower Corporation, a Delaware corporation (“SunPower” and, together with First Solar, each a “Sponsor” and collectively, the “Sponsors”). The above-named entities are sometimes referred to in this Agreement as a “Party” and collectively as the “Parties.”

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AGREEMENT AND PLAN OF MERGER AND PURCHASE AGREEMENT by and among 8POINT3 ENERGY PARTNERS LP, 8POINT3 OPERATING COMPANY, LLC, 8POINT3 GENERAL PARTNER, LLC, 8POINT3 HOLDING COMPANY, LLC, 8POINT3 SOLAR CEI, LLC, 8POINT3 CO-INVEST FEEDER 1, LLC, 8POINT3...
Merger Agreement • February 5th, 2018 • 8point3 Energy Partners LP • Electric services • Delaware

This AGREEMENT AND PLAN OF MERGER AND PURCHASE AGREEMENT, dated as of February 5, 2018 (this “Agreement”), is by and among 8point3 Energy Partners LP, a Delaware limited partnership (the “Partnership”), 8point3 General Partner, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), 8point3 Operating Company, LLC, a Delaware limited liability company (“OpCo” and, together with the Partnership and the General Partner, the “Partnership Entities”), 8point3 Holding Company, LLC, a Delaware limited liability company (“Holdings”), 8point3 Solar CEI, LLC, a Delaware limited liability company (“8point3 Solar”), 8point3 Co-Invest Feeder 1, LLC, a Delaware limited liability company (“InvestorCo1”), 8point3 Co-Invest Feeder 2, LLC, a Delaware limited liability company (“InvestorCo2”), CD Clean Energy and Infrastructure V JV (Holdco), LLC, a Delaware limited liability company (“CD CEI V JV Holdco” and, together with 8point3 Solar, Investor Co 1

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AMENDMENT NO. 4 TO OMNIBUS AGREEMENT
Omnibus Agreement • April 1st, 2016 • 8point3 Energy Partners LP • Electric services

This AMENDMENT NO. 4 TO OMNIBUS AGREEMENT (this “Amendment”), dated as of March 31, 2016 is made and entered into among 8point3 Operating Company, LLC, a Delaware limited liability company (the “Operating Company”), 8point3 General Partner, LLC, a Delaware limited liability company (the “YieldCo General Partner”), 8point3 Holding Company, LLC, a Delaware limited liability company (“Holdings”), 8point3 Energy Partners LP, a Delaware limited partnership (the “Partnership”), First Solar, Inc., a Delaware corporation (“First Solar”) and SunPower Corporation, a Delaware corporation (“SunPower” and, together with First Solar, each a “Sponsor” and collectively, the “Sponsors”). The above-named entities are sometimes referred to in this Amendment as a “Party” and collectively as the “Parties.”

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