BLOOM ENERGY CORPORATION 13,000,000 Shares of Class A Common Stock, par value $0.0001 per share Underwriting AgreementUnderwriting Agreement • August 19th, 2022 • Bloom Energy Corp • Electrical industrial apparatus • New York
Bloom Energy Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 13,000,000 shares (the “Underwritten Shares”) of Class A common stock, par value $0.0001 per share, of the Company (the “Common Stock”) and, at the option of the Underwriters, up to an additional 1,950,000 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.”
DEALER]1Call Option Transaction • May 16th, 2023 • Bloom Energy Corp • Electrical industrial apparatus
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [DEALER] (“Dealer”) and Bloom Energy Corporation (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
INDEMNITY AGREEMENTIndemnity Agreement • September 7th, 2018 • Bloom Energy Corp • Electrical industrial apparatus • Delaware
This Indemnity Agreement, dated as of June 1, 2018 is made by and between Bloom Energy Corporation, a Delaware corporation (the “Company”), and _____, a director, officer or key employee of the Company or one of the Company’s subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (the “Indemnitee”).
BLOOM ENERGY CORPORATION and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of May 16, 2023 3.00% Green Convertible Senior Notes due 2028Indenture • May 16th, 2023 • Bloom Energy Corp • Electrical industrial apparatus • New York
INDENTURE, dated as of May 16, 2023, between Bloom Energy Corporation, a Delaware corporation, as issuer (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
ContractWarrant Agreement • June 12th, 2018 • Bloom Energy Corp • Electrical industrial apparatus • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (the “1933 ACT”). OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD. OFFERED FOR SALE PLEDGED. OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO YOU THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT. OR ANY APPLICABLE STATE SECURITIES LAWS.
BLOOM ENERGY CORPORATION EMPLOYMENT, CHANGE IN CONTROL AND SEVERANCE AGREEMENTEmployment Agreement • January 9th, 2024 • Bloom Energy Corp • Electrical industrial apparatus • California
This Employment, Change in Control and Severance Agreement (the “Agreement”), entered into effective as of January 5, 2024 (the “Effective Date”) between Bloom Energy Corporation, a Delaware corporation (the “Company”), and Aman Joshi (“Executive” and, together with the Company, the “Parties”).
MASTER ENERGY SERVER PURCHASE AGREEMENT between BLOOM ENERGY CORPORATION as Seller and DIAMOND STATE GENERATION PARTNERS, LLC as Buyer dated as of April 13, 2012Master Energy Server Purchase Agreement • June 12th, 2018 • Bloom Energy Corp • Electrical industrial apparatus • New York
This MASTER ENERGY SERVER PURCHASE AGREEMENT (this “Agreement”), dated as of April 13, 2012 (the “Agreement Date”), is entered into by and between BLOOM ENERGY CORPORATION, a Delaware corporation (“Seller”), and DIAMOND STATE GENERATION PARTNERS, LLC, a Delaware limited liability company (“Buyer”). Seller and Buyer are referred to in this Agreement individually, as a “Party” and, collectively, as the “Parties”.
EQUITY CONTRIBUTION AGREEMENT Dated as of March 20, 2013 by and among BLOOM ENERGY CORPORATION, as the Contributor, DIAMOND STATE GENERATION PARTNERS, LLC, as the Company and DEUTSCHE BANK TRUST COMPANY AMERICAS, as the Collateral AgentEquity Contribution Agreement • June 12th, 2018 • Bloom Energy Corp • Electrical industrial apparatus • New York
This EQUITY CONTRIBUTION AGREEMENT (this “Agreement”), dated as of March 20, 2013, is entered into by and among BLOOM ENERGY CORPORATION, a Delaware corporation (the “Contributor”), DIAMOND STATE GENERATION PARTNERS, LLC, a Delaware limited liability company (the “Company”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, as the Collateral Agent under the Collateral Agency Agreement referenced below (in such capacity, together with any successor Collateral Agent appointed pursuant to the Collateral Agency Agreement, the “Collateral Agent”). Capitalized terms used in this Agreement are defined as set forth in Section 1.1.
AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT by and between BLOOM ENERGY CORPORATION, 2013B ESA HOLDCO, LLC and 2013B ESA PROJECT COMPANY, LLC Dated as of September 25, 2013Administrative Services Agreement • March 21st, 2018 • Bloom Energy Corp • Electrical industrial apparatus • New York
THIS AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT (the “Agreement”) is made as of September 25, 2013, by and among 2013B ESA HOLDCO, LLC, a Delaware limited liability company (the “Company”), 2013B ESA PROJECT COMPANY, LLC, a Delaware limited liability company (the “Project Company”), and BLOOM ENERGY CORPORATION, a Delaware corporation (the “Administrator”), and amends and restates that certain Administrative Services Agreement, dated as of July 19, 2013, by and among the Company, the Project Company and the Administrator. The Company, the Project Company, and the Administrator are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
AMENDED AND RESTATED PURCHASE, USE AND MAINTENANCE AGREEMENT between BLOOM ENERGY CORPORATION as Seller and 2014 ESA PROJECT COMPANY, LLC as Buyer dated as of July 18, 2014Purchase, Use and Maintenance Agreement • March 21st, 2018 • Bloom Energy Corp • Electrical industrial apparatus • New York
This AMENDED AND RESTATED PURCHASE, USE AND MAINTENANCE AGREEMENT (this “Agreement”), dated as of July 18, 2014 (the “Agreement Date”), is entered into by and between BLOOM ENERGY CORPORATION, a Delaware corporation (“Seller”), and 2014 ESA PROJECT COMPANY, LLC, a Delaware limited liability company (“Buyer”). Seller and Buyer are referred to in this Agreement individually, as a “Party” and, collectively, as the “Parties”.
FIRST AMENDMENT TO THE EQUITY CAPITAL CONTRIBUTION AGREEMENT WITH RESPECT TO DIAMOND STATE GENERATION HOLDINGS, LLCEquity Capital Contribution Agreement • June 12th, 2018 • Bloom Energy Corp • Electrical industrial apparatus • New York
THIS FIRST AMENDMENT TO THE EQUITY CAPITAL CONTRIBUTION AGREEMENT WITH RESPECT TO DIAMOND STATE GENERATION HOLDINGS, LLC, (this “Amendment”), is executed as of April 13, 2012, by and among Mehetia Inc., a Delaware corporation (“Mehetia”), Clean Technologies II, LLC, a Delaware limited liability company (“Clean Technologies”), Diamond State Generation Holdings, LLC, a Delaware limited liability company (the “Company”), and Diamond State Generation Partners, LLC, a Delaware limited liability company (the “Project Company”). Each of the foregoing entities shall be referred to individually herein as a “Party” and collectively as the “Parties”.
FIRST AMENDED AND RESTATED PURCHASE, USE AND MAINTENANCE AGREEMENT between BLOOM ENERGY CORPORATION as Seller and 2016 ESA PROJECT COMPANY, LLC as Buyer dated as of October 24, 2016 and Amended and Restated as of June 26, 2017Purchase, Use and Maintenance Agreement • July 19th, 2018 • Bloom Energy Corp • Electrical industrial apparatus • New York
This FIRST AMENDED AND RESTATED PURCHASE, USE AND MAINTENANCE AGREEMENT (this “Agreement”), dated as of October 24, 2016, and amended and restated as of June 26, 2017 (the “Agreement Date”), is entered into by and between BLOOM ENERGY CORPORATION, a Delaware corporation (“Seller”), and 2016 ESA PROJECT COMPANY, LLC, a Delaware limited liability company (“Buyer”). Seller and Buyer are referred to in this Agreement individually, as a “Party” and, collectively, as the “Parties”.
2012 V PPA HOLDCO, LLC a Delaware Limited Liability Company SECOND AMENDED AND RESTATED OPERATING AGREEMENT Dated as of August 30, 2013Operating Agreement • March 21st, 2018 • Bloom Energy Corp • Electrical industrial apparatus • Delaware
Please return the completed certificate to usbcdc.renewableenergy@usbank.com no later than [***] days after current period.
BLOOM ENERGY CORPORATION EMPLOYMENT, CONFIDENTIAL INFORMATION, INVENTION ASSIGNMENT AND ARBITRATION AGREEMENT (Effective Date)Employment Agreement • July 9th, 2018 • Bloom Energy Corp • Electrical industrial apparatus • California
As a condition of my employment with BLOOM ENERGY CORPORATION, its subsidiaries, affiliates, successors or assigns (together, the “Company”), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by the Company, the sufficiency of which is hereby acknowledged, I agree to the following:
BLOOM ENERGY CORPORATION AGREEMENT AND WARRANT TO PURCHASE SERIES F PREFERRED STOCK Effective Date: July 1, 2014 Void After: July 1, 2021Warrant Agreement • June 12th, 2018 • Bloom Energy Corp • Electrical industrial apparatus • Delaware
This Agreement and Warrant to Purchase Series F Preferred Stock (this “Agreement” or “Warrant”) certifies that, for value received, PE12PXVC (US DIRECT) LTD., or any permitted transferee (the “Holder”), is entitled, subject to the terms set forth below, to purchase from Bloom Energy Corporation, a Delaware corporation (the “Company”), up to 372,074 shares of Series F Preferred Stock of the Company (“Series F Preferred Stock”), upon surrender of this Warrant, at the principal office of the Company referred to below, with the subscription form attached hereto duly executed, and simultaneous payment therefor, as hereinafter provided, of the aggregate Exercise Price (as defined below). The Exercise Price and the number of shares of Series F Preferred Stock purchasable hereunder are subject to adjustment as provided herein.
ATTACHMENT B CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • March 31st, 2020 • Bloom Energy Corp • Electrical industrial apparatus • California
This Change in Control and Severance Agreement (the “Agreement”) is entered into by Hari Pillai (the “Executive”) and Bloom Energy Corporation, a Delaware corporation (the “Company”), on December 3, 2018, and is effective as of January 1, 2019 (the “Effective Date”).
BLOOM ENERGY CORPORATION THE GUARANTORS PARTY HERETO, as Guarantors AND U.S. BANK NATIONAL ASSOCIATION, as Trustee and Collateral Agent INDENTURE Dated as of December 15, 2015 5.0% Convertible Senior Secured PIK Notes due 2020Indenture • June 12th, 2018 • Bloom Energy Corp • Electrical industrial apparatus • New York
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year first above written.
EQUITY CAPITAL CONTRIBUTION AGREEMENT by and among CLEAN TECHNOLOGIES 2014, LLC and EXELON GENERATION COMPANY, LLC JULY 18, 2014Equity Capital Contribution Agreement • March 21st, 2018 • Bloom Energy Corp • Electrical industrial apparatus • New York
This EQUITY CAPITAL CONTRIBUTION AGREEMENT (the “Agreement”) dated as of July 18, 2014 (the “Execution Date”) entered into by and among Clean Technologies 2014, LLC, a Delaware limited liability company (the “Bloom Member”), on the one hand, and Exelon Generation Company, LLC, a Pennsylvania limited liability company (together with its permitted successors and assigns, the “Investor”), on the other hand.
NET LEASE AGREEMENT by and between BLOOM ENERGY CORPORATION, a Delaware limited liability company (“Tenant”) and a Delaware limited liability company (“Landlord”)Net Lease Agreement • May 18th, 2018 • Bloom Energy Corp • Electrical industrial apparatus • California
For and in consideration of the rentals, covenants, and conditions hereinafter set forth, Landlord hereby leases to Tenant, and Tenant hereby rents from Landlord, the following described Premises for the term, at the rental and subject to and upon all of the terms, covenants and agreements set forth in this Net Lease Agreement (“Lease”):
AMENDMENT TO THE JOINT VENTURE AGREEMENTJoint Venture Agreement • November 5th, 2021 • Bloom Energy Corp • Electrical industrial apparatus
This Amendment (this “Amendment”) dated as of October 23, 2021, to that Joint Venture Agreement (“JVA”) dated as of September 24, 2019, is executed by and between SK ecoplant Co., Ltd. (f/k/a SK Engineering & Construction Co., Ltd.) (“SK”) and Bloom Energy Corporation (“Bloom Energy”). SK and Bloom Energy shall be referred to individually as a “Party” and collectively as “Parties.” Capitalized terms used but not defined herein have the meanings ascribed to them in the JVA.
MASTER OPERATION AND MAINTENANCE AGREEMENT by and between DIAMOND STATE GENERATION PARTNERS, LLC and BLOOM ENERGY CORPORATION dated as of April 13, 2012Master Operation and Maintenance Agreement • July 19th, 2018 • Bloom Energy Corp • Electrical industrial apparatus • New York
This MASTER OPERATION AND MAINTENANCE AGREEMENT (this “Agreement”), dated as of April 13, 2012, between BLOOM ENERGY CORPORATION, a Delaware corporation (“BE” or, in its capacity as operator hereunder, “Operator”), and DIAMOND STATE GENERATION PARTNERS, LLC, a Delaware limited liability company (“Owner”) (each, a “Party”, and together, the “Parties”), covers (i) the Portfolio of on-site solid oxide fuel cell power generating systems capable of being powered by renewable fuels, having an aggregate Nameplate Capacity of up to 30 MW (each a “Bloom System”, and together the “Bloom Systems”) and (ii) the BOF installed by BE pursuant to the MESPA, in each case to the extent set forth herein.
a Delaware Limited Liability Company AMENDED AND RESTATED OPERATING AGREEMENT Dated as of September 24, 2014Operating Agreement • March 21st, 2018 • Bloom Energy Corp • Electrical industrial apparatus • Delaware
THIS AMENDED AND RESTATED OPERATING AGREEMENT, dated as of September 24, 2014, is made and entered into by and among EXELON GENERATION COMPANY, LLC, a Pennsylvania limited liability company (together with its permitted successors and assigns, the “Class A Equity Investor”), as the Class A Member, and CLEAN TECHNOLOGIES 2014, LLC, a Delaware limited liability company (the “Class B Equity Investor”), as the Class B Member.
ADMINISTRATIVE SERVICES AGREEMENT by and between BLOOM ENERGY CORPORATION, DIAMOND STATE GENERATION HOLDINGS, LLC and DIAMOND STATE GENERATION PARTNERS, LLC Dated as of April 13, 2012Administrative Services Agreement • June 12th, 2018 • Bloom Energy Corp • Electrical industrial apparatus • New York
THIS ADMINISTRATIVE SERVICES AGREEMENT (the “Agreement”) is made as of this 13th day of April, 2012, by and among DIAMOND STATE GENERATION HOLDINGS, LLC, a Delaware limited liability company (the “Company”), DIAMOND STATE GENERATION PARTNERS, LLC, a Delaware limited liability company (the “Project Company”) and BLOOM ENERGY CORPORATION, a Delaware corporation (the “Administrator”).
MASTER OPERATION AND MAINTENANCE AGREEMENT by and between DIAMOND STATE GENERATION PARTNERS, LLC and BLOOM ENERGY CORPORATION dated as of April 13, 2012Master Operation and Maintenance Agreement • November 3rd, 2016 • Bloom Energy Corp • Electrical industrial apparatus • New York
This MASTER OPERATION AND MAINTENANCE AGREEMENT (this “Agreement”), dated as of April 13, 2012, between BLOOM ENERGY CORPORATION, a Delaware corporation (“BE” or, in its capacity as operator hereunder, “Operator”), and DIAMOND STATE GENERATION PARTNERS, LLC, a Delaware limited liability company (“Owner”) (each, a “Party”, and together, the “Parties”), covers (i) the Portfolio of on-site solid oxide fuel cell power generating systems capable of being powered by renewable fuels, having an aggregate Nameplate Capacity of up to 30 MW (each a “Bloom System”, and together the “Bloom Systems”) and (ii) the BOF installed by BE pursuant to the MESPA, in each case to the extent set forth herein.
DEPOSITARY AGREEMENT among DIAMOND STATE GENERATION PARTNERS, LLC, a Delaware limited liability company, as the Company and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Depositary Dated as of...Depositary Agreement • June 12th, 2018 • Bloom Energy Corp • Electrical industrial apparatus • New York
This DEPOSITARY AGREEMENT, dated as of March 20, 2013 (this “Agreement”), is entered into by and among DIAMOND STATE GENERATION PARTNERS, LLC, a Delaware limited liability company (the “Company”), DEUTSCHE BANK TRUST COMPANY AMERICAS, as collateral agent for the Secured Parties (in such capacity, “Collateral Agent”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as depositary agent, bank and securities intermediary (in such capacities, “Depositary”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DIAMOND STATE GENERATION HOLDINGS, LLC dated as of March 20, 2013Limited Liability Company Agreement • July 9th, 2018 • Bloom Energy Corp • Electrical industrial apparatus • Delaware
Second Amended and Restated Limited Liability Company Agreement of Diamond State Generation Holdings, LLC, a Delaware limited liability company (the “Company”), dated as of March 20, 2013 by and among Clean Technologies II, LLC, a Delaware limited liability company (“Clean Technologies”) and Mehetia Inc., a Delaware corporation (“Mehetia”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DIAMOND STATE GENERATION HOLDINGS, LLC dated as of March 20, 2013Limited Liability Company Agreement • November 3rd, 2016 • Bloom Energy Corp • Electrical industrial apparatus • Delaware
Second Amended and Restated Limited Liability Company Agreement of Diamond State Generation Holdings, LLC, a Delaware limited liability company (the “Company”), dated as of March 20, 2013 by and among Clean Technologies II, LLC, a Delaware limited liability company (“Clean Technologies”) and Mehetia Inc., a Delaware corporation (“Mehetia”).
EQUITY CAPITAL CONTRIBUTION AGREEMENT with respect to DIAMOND STATE GENERATION HOLDINGS, LLC by and among CLEAN -TECHNOLOGIES II, LLC DIAMOND STATE GENERATION HOLDINGS, LLC DIAMOND STATE GENERATION PARTNERS, LLC and MEHETIA INC. dated as of March 16, 2012Equity Capital Contribution Agreement • July 9th, 2018 • Bloom Energy Corp • Electrical industrial apparatus • New York
This Equity Capital Contribution Agreement (this “Agreement”) is made and entered into as of March 16, 2012 (the “Execution Date”) by and among Mehetia Inc., a Delaware corporation (“Investor” or “Mehetia”), Clean Technologies II, LLC, a Delaware limited liability company (“Clean Technologies”), Diamond State Generation Holdings, LLC, a Delaware limited liability company (the “Company”), and Diamond State Generation Partners, LLC, a Delaware limited liability company (the “Project Company”).
CONSENT, AUTHORIZATION, WAIVER AND FIRST AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • July 19th, 2018 • Bloom Energy Corp • Electrical industrial apparatus • New York
This CONSENT, AUTHORIZATION, WAIVER AND FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT, dated as of June 24, 2013 (this “Consent, Waiver and Amendment”), is entered into by Diamond State Generation Partners, LLC, a Delaware limited liability company (the “Company”), and the Holders party to that certain Note Purchase Agreement, dated as of March 20, 2013 (the “Note Purchase Agreement”), by and among the Company and the note purchasers party thereto. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to such terms in the Note Purchase Agreement.
NASA AMES RESEARCH CENTER ENHANCED USE LEASE Basic Lease InformationEnhanced Use Lease • May 18th, 2018 • Bloom Energy Corp • Electrical industrial apparatus • California
This Environmental Issues Management Plan (“EIMP”) provides a decision framework for the management of residual chemicals in soil and groundwater at the Site during development. The EIMP is intended to describe procedures to address the known remaining environmental conditions at the Site, as well as contingency actions to be taken in the event that previously unknown environmental conditions are encountered during development of the NRP. The EIMP will be provided to the U.S. Environmental Protection Agency (“U.S. EPA”) and the California Regional Water Quality Control Board, San Francisco Bay Region (“RWQCB”) as lead agencies for the Site, and other involved regulatory agencies with oversight authority to obtain regulatory approval of the measures to be taken during Site development to address Site environmental conditions. By obtaining regulatory pre-approval of procedures to be followed if impacted soil and groundwater are encountered during Site development activities, the potentia
DIAMOND STATE GENERATION PARTNERS, LLC 5.22% Senior Secured Notes due March 30, 2025 NOTE PURCHASE AGREEMENT Dated March 20, 2013Note Purchase Agreement • November 3rd, 2016 • Bloom Energy Corp • Electrical industrial apparatus • New York
Diamond State Generation Partners, LLC, a Delaware limited liability company (the “Company”), agrees with each of the Purchasers as follows:
U.S. BANK NATIONAL ASSOCIATION, as Trustee and Collateral Agent AMENDED AND RESTATED INDENTURE Dated as of April 20, 2020 10.0% Convertible Senior Secured Notes due 2021Indenture • May 11th, 2020 • Bloom Energy Corp • Electrical industrial apparatus • New York
AMENDED AND RESTATED INDENTURE dated as of April 20, 2020, among BLOOM ENERGY CORPORATION, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01), the Guarantors (as defined herein) from time to time party hereto and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01) and as collateral agent (in such capacity, the “Collateral Agent,” as more fully set forth in Section 1.01).
GUARANTYGuaranty • June 12th, 2018 • Bloom Energy Corp • Electrical industrial apparatus • New York
GUARANTY (this “Guaranty”) dated as of March 16, 2012 by Bloom Energy Corporation, a Delaware corporation (the “Guarantor”), in favor of Mehetia Inc., a Delaware corporation (the “Guaranteed Party”).
EQUITY CAPITAL CONTRIBUTION AGREEMENT by and between CLEAN TECHNOLOGIES 2015, LLC and June 25, 2015Equity Capital Contribution Agreement • March 21st, 2018 • Bloom Energy Corp • Electrical industrial apparatus • New York
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED OPERATING AGREEMENTOperating Agreement • November 3rd, 2016 • Bloom Energy Corp • Electrical industrial apparatus • Delaware
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED OPERATING AGREEMENT of 2012 V PPA Holdco, LLC (this “Amendment”) is executed as of March 28, 2014, to be effective as of August 30, 2013, by and between Firstar Development, LLC, a Delaware limited liability company (the “Class A Member”), and Clean Technologies III, LLC, a Delaware limited liability company (the “Class B Member”). The Class A Member and the Class B Member shall be referred to individually herein as a “Party” and collectively as the “Parties”. Capitalized terms used herein and not otherwise defined have the meanings provided in the Second Amended and Restated Operating Agreement, dated as of August 30, 2013 (the “Company LLC Agreement”), by and between the Parties.
