DEED SHARE PURCHASE AGREEMENT by and among FIFTY ID RE LIMITED and ANDREW McLINTOCK, DAVID WYLLIE and ROMANA WYLLIE Dated as of March 25, 2015 RELATING TO MOSSCLIFF POWER 5 LIMITEDShare Purchase Agreement • April 14th, 2015 • LightBeam Electric Co • Electric services • England
THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made as a deed and dated as of March 25, 2015, by and among FIFTY ID RE LIMITED, a company incorporated in England with registered number 091558616 and whose registered address is at 21 Great Winchester Street, London EC2N 2JA (“FID”), and Andrew McLintock, David Wyllie and Romana Wyllie (each, a “Seller”, and collectively, the “Sellers”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and between LIGHTBEAM ELECTRIC COMPANY and TTCP ENERGY FINANCE FUND II, LLC Dated as of March 27, 2015Membership Interest Purchase Agreement • April 14th, 2015 • LightBeam Electric Co • Electric services • Delaware
This Membership Interest Purchase Agreement (this “Agreement”) is dated as of March 27, 2015, by and between LIGHTBEAM ELECTRIC COMPANY, a Delaware corporation (“LEC”) and TTCP ENERGY FINANCE FUND II, LLC a Delaware limited liability company (the “Seller” and together with LEC, the “Parties”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
EMPLOYMENT AGREEMENTEmployment Agreement • April 14th, 2015 • LightBeam Electric Co • Electric services • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of December 13, 2014 by and between LightBeam Electric Company, a Delaware corporation (the “Company”) on behalf of itself and any of its subsidiaries, affiliates and related entities, and Carl Weatherley-White (the “Executive”) (the Company and the Executive, collectively, the “Parties,” and each, a “Party”). Certain capitalized terms are defined in Section 29.
DEED SHARE PURCHASE AGREEMENT by and among FIFTY ID RE LIMITED (1) and CONSTANTINE WIND ENERGY LIMITED (2) and LIGHTBEAM ELECTRIC COMPANY (3) Dated as of March 27, 2015 RELATING TO CWE NORTHWIND LIMITED CWE ENDURANCE LIMITED CWE DS LIMITEDShare Purchase Agreement • April 14th, 2015 • LightBeam Electric Co • Electric services • England
THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made as a deed and dated as of March 27, 2015, by and among FIFTY ID RE LIMITED, (a company incorporated in England with registered number 091558616) and whose registered address is at 21 Great Winchester Street, London EC2N 2JA (“FID”), CONSTANTINE WIND ENERGY LIMITED (a company incorporated in England with registered number 07663015) and whose registered address is at First Floor River Court, The Old Mill Office Park, Godalming, Surrey, GU7 1EZ, (the “Seller”), and LIGHTBEAM ELECTRIC COMPANY, a Delaware corporation (“LEC”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 14th, 2015 • LightBeam Electric Co • Electric services • California
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of March 30, 2015 by and between LightBeam Electric Company, a Delaware corporation (the “Company”) on behalf of itself and any of its subsidiaries, affiliates and related entities, and Dana Griffith (the “Executive”) (the Company and the Executive, collectively, the “Parties,” and each, a “Party”). Certain capitalized terms are defined in Section 28.
AGREEMENT AND PLAN OF MERGER by and among LIGHTBEAM ELECTRIC COMPANY, GS ACQUISITION CORPORATION, GREEN STATES ENERGY, INC., and AEP HOLDINGS LLC, as the Stockholders’ Representative Dated as of March 18, 2015Merger Agreement • April 14th, 2015 • LightBeam Electric Co • Electric services • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of March 18, 2015, by and among LIGHTBEAM ELECTRIC COMPANY, a Delaware corporation (“LEC”), GS ACQUISITION CORPORATION, a Delaware corporation and a wholly owned subsidiary of LEC (“Newco Corp”), GREEN STATES ENERGY, INC., a Delaware corporation (the “Company”), and AEP HOLDINGS LLC, a New Jersey limited liability company, solely in its capacity as the Stockholders’ Representative. Certain capitalized terms used in this Agreement are defined in Exhibit A.
