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, 2015Management 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”).
8POINT3 ENERGY PARTNERS LP REGISTRATION RIGHTS AGREEMENT June 24, 2015Registration 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”).
RIGHT OF FIRST OFFER AGREEMENTRight 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.”
OMNIBUS AGREEMENTOmnibus 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.”
CONTRIBUTION, CONVEYANCE, ASSIGNMENT AND ASSUMPTION AGREEMENTContribution, 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”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF 8POINT3 GENERAL PARTNER, LLC A Delaware Limited Liability Company Dated as of June 24, 2015Limited 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:
ContractEquity 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”).
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, 2015Exchange 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.”
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF 8POINT3 ENERGY PARTNERS LP A Delaware Limited Partnership Dated as of June 24, 2015Limited 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:
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF 8POINT3 OPERATING COMPANY, LLC A Delaware Limited Liability Company Dated as of June 24, 2015Limited 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:
