AMENDED AND RESTATED BYLAWS OF FIRST WIND HOLDINGS INC.First Wind Holdings Inc. • August 18th, 2010 • Electric services
AGREEMENT AND PLAN OF MERGER among FIRST WIND HOLDINGS INC. FIRST WIND HOLDINGS, LLC and FIRST WIND MERGER, LLC Dated as of , 2010Agreement and Plan of Merger • August 18th, 2010 • First Wind Holdings Inc. • Electric services • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of , 2010 (this “Agreement”), among First Wind Holdings Inc., a Delaware corporation (“WIND”), First Wind Holdings, LLC, a Delaware limited liability company (the “Company”) and First Wind Merger, LLC, a Delaware limited liability company (“Merger LLC”). Capitalized terms used but not simultaneously defined are defined in or by reference to Section 1.01.
REGISTRATION RIGHTS AGREEMENT among FIRST WIND HOLDINGS INC. and THE STOCKHOLDERS NAMED HEREIN Dated as of , 2010Registration Rights Agreement • August 18th, 2010 • First Wind Holdings Inc. • Electric services • New York
REGISTRATION RIGHTS AGREEMENT, dated as of , 2010 (as amended from time to time, this “Agreement”), among First Wind Holdings Inc., a Delaware corporation (“WIND”), and each of the parties listed on Annex A (the “Initial Stockholders” and, as Annex A is updated and amended pursuant to Section 11(c), the “Stockholders”).
LIMITED LIABILITY COMPANY AGREEMENT of FIRST WIND HOLDINGS, LLC upon and after the Effective Time referred to herein Dated as of , 2010Limited Liability Company Agreement • August 18th, 2010 • First Wind Holdings Inc. • Electric services • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT of First Wind Merger, LLC, a Delaware limited liability company (“Merger LLC”), dated as of , 2010, is adopted, executed and agreed to, for good and valuable consideration, by First Wind Holdings Inc., a Delaware corporation (“WIND”), First Wind Holdings, LLC, a Delaware limited liability company (the “Company”) and the Members of the Company whose signatures appear hereon. As provided in Article 2, upon and after the Effective Time, this Agreement shall amend, restate and replace in its entirety the Fifth Amended and Restated Limited Liability Company Agreement of First Wind Holdings, LLC, dated as of July 17, 2009 (the “Prior LLC Agreement”) and become the limited liability company agreement of the Company. Capitalized terms used but not simultaneously defined are defined in or by reference to Section 1.01.
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FIRST WIND HOLDINGS INC. Pursuant to the provisions of § 242 and § 245 of the General Corporation Law of the State of DelawareFirst Wind Holdings Inc. • August 18th, 2010 • Electric services
The present name of the corporation is First Wind Holdings Inc. (the “Corporation”). The Corporation was incorporated under the name “First Wind Holdings Inc.” by the filing of its original certificate of incorporation (the “Original Certificate of Incorporation”) with the Secretary of State of the State of Delaware on May 9, 2008. This Amended and Restated Certificate of Incorporation of the Corporation, which both restates and further amends the provisions of the Original Certificate of Incorporation, was duly adopted in accordance with the provisions of Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware. This Amended and Restated Certificate of Incorporation shall become effective as of [ ], 2010. The Original Certificate of Incorporation of the Corporation is hereby amended and restated to read in its entirety as follows:
EXCHANGE AGREEMENT among FIRST WIND HOLDINGS INC. FIRST WIND HOLDINGS, LLC and THE SERIES B MEMBERS OF FIRST WIND HOLDINGS, LLC Dated as of , 2010Exchange Agreement • August 18th, 2010 • First Wind Holdings Inc. • Electric services • New York
EXCHANGE AGREEMENT, dated as of , 2010 (this “Agreement”), among First Wind Holdings Inc., a Delaware corporation (“WIND”), First Wind Holdings, LLC, a Delaware limited liability company (the “Company”) and the holders from time to time of Series B Membership Interests in the Company listed on Exhibit A hereto (collectively, the “Series B Members”). Capitalized terms used but not simultaneously defined are defined in or by reference to Section 1.01.
