ContractEnglish Warrant 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.
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.
BLOOM ENERGY CORPORATION EMPLOYMENT, CONFIDENTIAL INFORMATION, INVENTION ASSIGNMENT AND ARBITRATION AGREEMENTAnd Arbitration Agreement • June 12th, 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, 2021Preferred Stock • 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.
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 2020Supplemental Indenture • 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.
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, 2017First Amended • June 12th, 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”.
MASTER OPERATION AND MAINTENANCE AGREEMENT by and between DIAMOND STATE GENERATION PARTNERS, LLC and BLOOM ENERGY CORPORATION dated as of April 13, 2012And Maintenance Agreement • June 12th, 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.
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”).
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 • June 12th, 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”).
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 • June 12th, 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 • June 12th, 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.
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • June 12th, 2018 • Bloom Energy Corp • Electrical industrial apparatus • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September September 20, 2016, by and among Bloom Energy Corporation, a Delaware corporation (the “Company”), as issuer, Rye Creek LLC, a Delaware limited liability company (the “Guarantor”), as guarantor, and U.S. Bank National Association, as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”) under the Indenture referred to below.
FIRST AMENDMENT TO THE EQUITY CAPITAL CONTRIBUTION AGREEMENT WITH RESPECT TO DIAMOND STATE GENERATION HOLDINGS, LLCContribution 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”.
GUARANTYContribution Agreement • 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”).
BLOOM ENERGY CORPORATION EIGHTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT June 30, 2011Registration Rights Agreement • June 12th, 2018 • Bloom Energy Corp • Electrical industrial apparatus • California
This Eighth Amended and Restated Registration Rights Agreement (this “Agreement”) is made as of June 30, 2011, by and among Bloom Energy Corporation, a Delaware corporation (the “Company”), and each of the persons and entities who have purchased shares of the Company’s Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock or Series G Preferred Stock pursuant to stock purchase agreements between such purchasers and the Company.
SECURITY AGREEMENT DATED AS OF JUNE 29, 2017 AMONG BLOOM ENERGY CORPORATION, as Issuer, U.S. BANK NATIONAL ASSOCIATION, as Trustee, and U.S. BANK NATIONAL ASSOCIATION, as Collateral AgentSecurity Agreement • June 12th, 2018 • Bloom Energy Corp • Electrical industrial apparatus • New York
THIS SECURITY AGREEMENT (as amended, extended, renewed, restated, supplemented, waived or otherwise modified from time to time, this “Agreement”) is entered into as of June 29, 2017, by and among BLOOM ENERGY CORPORATION, a Delaware corporation (the “Issuer”); U.S. BANK NATIONAL ASSOCIATION, in its capacity as trustee (and its successors under the Indenture (as defined below), in such capacity, the “Trustee”); and U.S. BANK NATIONAL ASSOCIATION, in its capacity as collateral agent for the Secured Parties (as defined below) (and its successors under the Indenture, in such capacity, the “Collateral Agent”).
GRANT AGREEMENT BY AND BETWEEN THE DELAWARE ECONOMIC DEVELOPMENT AUTHORITY AND BLOOM ENERGY CORPORATIONGrant Agreement • June 12th, 2018 • Bloom Energy Corp • Electrical industrial apparatus
THIS GRANT AGREEMENT (the “Agreement”) is made as of the 1st day of March, 2012 by and between The Delaware Economic Development Authority (the “Authority”), a body corporate and politic constituted as an instrumentality of the State of Delaware (the “State”) and Bloom Energy Corporation, a Delaware corporation (“Grantee”).
AMENDMENT NO. 1 DEPOSITARY AGREEMENTDepositary Agreement • June 12th, 2018 • Bloom Energy Corp • Electrical industrial apparatus • New York
This AMENDMENT NO. 1 TO DEPOSITARY AGREEMENT (this “Amendment”), is entered into effective as of March 21, 2017 by and among Diamond State Generation Partners, LLC, a Delaware limited liability company (the “Company”), Deutsche Bank Trust Company Americas, as Depositary (“Depositary”), and Deutsche Bank Trust Company America, as Collateral Agent (“Collateral Agent”). Capitalized terms used and not otherwise defined herein have the meanings given to them in the Depositary Agreement (as defined below). All Section references, unless otherwise indicated, shall be references to Sections of the Depositary Agreement and the rules of interpretation set forth in the Depositary Agreement apply as if set forth herein.
OMNIBUS FIRST AMENDMENT TO MESPA, MOMA AND ASABloom Energy Corp • June 12th, 2018 • Electrical industrial apparatus • New York
THIS OMNIBUS FIRST AMENDMENT TO MESPA, MOMA AND ASA (this “Amendment”), is executed as of March 20, 2013, by and among Bloom Energy Corporation, a Delaware corporation (“Bloom”), Diamond State Generation Partners, LLC, a Delaware limited liability company (the “Project Company”), and Diamond State Generation Holdings, LLC, a Delaware limited liability company (“Holdco”). Each of the foregoing entities shall be referred to individually herein as a “Party” and collectively as the “Parties”.
WARRANT TO PURCHASE PREFERRED STOCKBloom Energy Corp • June 12th, 2018 • Electrical industrial apparatus • California
THIS WARRANT CERTIFIES THAT, for the agreed upon value of $1.00 and for other good and valuable consideration, including the execution and delivery of that certain Master Loan and Security Agreement No. BLOOX, dated as of December 31 , 2012, (the “Loan Agreement” and each loan thereunder, a “Loan”), this Warrant is issued to ATEL VENTURES, INC., in its capacity as Trustee for its assignee affiliated funds identified in that certain Amendment and Restatement of Inter-Company Trust Agreement for Warrants dated as of January 1,2007, as amended by Amendment No. 1 dated as of March 15,2010, and as may be further amended and restated from time to time, and deemed effective as of July 20,2004 (“Holder”), by BLOOM ENERGY CORPORATION, a Delaware corporation (the “Company”).
AMENDMENT NO. 1 TO EIGHTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 12th, 2018 • Bloom Energy Corp • Electrical industrial apparatus • California
This Amendment No. 1 (the “Amendment”) to that certain Eighth Amended and Restated Registration Rights Agreement dated as of June 30, 2011 by and among Bloom Energy Corporation, a Delaware corporation (the “Company”), and the Holders named therein (the “Rights Agreement”) is made and entered into as of December 14, 2015 by and among the Company and the undersigned Holders of a majority of the outstanding shares of Registrable Securities (the “Majority Holders”). Capitalized terms used in this Amendment that are not otherwise defined herein shall have the respective meanings assigned to them in the Rights Agreement.
BLOOM ENERGY CORPORATION AMENDMENT NO. 2 AND JOINDER TO EIGHTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 12th, 2018 • Bloom Energy Corp • Electrical industrial apparatus • California
This Amendment No. 2 and Joinder (the “Amendment”) to that certain Eighth Amended and Restated Registration Rights Agreement dated as of June 30, 2011 by and among Bloom Energy Corporation, a Delaware corporation (the “Company”), and the Holders named therein, and amended pursuant to that certain Amendment No. 1 to Eighth Amended and Restated Registration Rights Agreement (“Amendment No. 1”), dated December 14, 2015 (the “Rights Agreement”), is made and entered into as of August 4, 2016 by and among the Company and the undersigned Holders of a majority of the outstanding shares of Registrable Securities (the “Majority Holders”). Capitalized terms used in this Amendment that are not otherwise defined herein shall have the respective meanings assigned to them in the Rights Agreement.
THIRD SUPPLEMENTAL INDENTURE AND OMNIBUS AMENDMENT TO NOTESBloom Energy Corp • June 12th, 2018 • Electrical industrial apparatus • New York
THIRD SUPPLEMENTAL INDENTURE AND OMNIBUS AMENDMENT TO NOTES (this “Supplemental Indenture and Omnibus Amendment”), dated as of January 18, 2018, by and among Bloom Energy Corporation, a Delaware corporation (the “Company”), as issuer, Rye Creek LLC, a Delaware limited liability company, as guarantor (the “Guarantor”), and U.S. Bank National Association, as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”) under the Indenture referred to below.
BLOOM ENERGY CORPORATION AMENDMENT NO. 3 TO EIGHTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 12th, 2018 • Bloom Energy Corp • Electrical industrial apparatus • California
This Amendment No. 3 (the “Amendment”) to that certain Eighth Amended and Restated Registration Rights Agreement dated as of June 30, 2011 by and among Bloom Energy Corporation, a Delaware corporation (the “Company”), and the Holders named therein, and amended pursuant to that certain Amendment No. 1 to Eighth Amended and Restated Registration Rights Agreement (“Amendment No. 1”), dated December 14, 2015 and that certain Amendment No. 2 and Joinder to Eighth Amended and Restated Registration Rights Agreement (“Amendment No. 2” and, together with Amendment No. 1, the “Amendments”), dated August 4, 2016 (the “Rights Agreement”), is made and entered into as of September 20, 2016 by and among the Company and the undersigned Holders of a majority of the outstanding shares of Registrable Securities (the “Majority Holders”). Capitalized terms used in this Amendment that are not otherwise defined herein shall have the respective meanings assigned to them in the Rights Agreement.
AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED PURCHASE, USE AND MAINTENANCE AGREEMENTAnd Maintenance Agreement • June 12th, 2018 • Bloom Energy Corp • Electrical industrial apparatus • New York
This AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED PURCHASE, USE AND MAINTENANCE AGREEMENT (this “Amendment”), is entered into effective as of September 11, 2017 (“Effective Date”) by and between BLOOM ENERGY CORPORATION, a Delaware corporation (“Seller”), and 2016 ESA PROJECT COMPANY, LLC, a Delaware limited liability company (“Buyer,” and together with Seller, the “Parties”). Capitalized terms used and not otherwise defined herein have the meanings given to them in the PUMA (as defined below). All Section, annex and exhibit references, unless otherwise indicated, shall be references to Sections, annexes and exhibits of the PUMA and the rules of interpretation set forth in the PUMA apply as if set forth herein.
SECOND AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • June 12th, 2018 • Bloom Energy Corp • Electrical industrial apparatus • New York
This SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT (this “Amendment”), is entered into effective as of March 13, 2018 by and among Diamond State Generation Partners, LLC, a Delaware limited liability company (the “Company”) and the Holders that have duly executed counterparts of this Amendment. Capitalized terms used and not otherwise defined herein have the meanings given to them in the Note Purchase Agreement (as defined below). All Section references, unless otherwise indicated, shall be references to Sections of the Note Purchase Agreement and the rules of interpretation set forth in the Note Purchase Agreement apply as if set forth herein.
SECURITY AGREEMENTSecurity Agreement • June 12th, 2018 • Bloom Energy Corp • Electrical industrial apparatus • New York
THIS SECURITY AGREEMENT (as amended, modified, supplemented or restated and in effect from time to time, this “Agreement”), dated as of December 15, 2015, is made by and among Bloom Energy Corporation, a Delaware corporation (the “Company”), the Guarantors from time to time party hereto (the “Guarantors” and together with the Company, each a “Grantor” and collectively, the “Grantors”), and U.S. Bank National Association, in its capacity as collateral agent pursuant to the Indenture (as hereinafter defined) (in such capacity and together with any successors in such capacity, the “Collateral Agent”) for its own benefit and the benefit of the other Secured Parties.
SECOND SUPPLEMENTAL INDENTURE, OMNIBUS AMENDMENT TO NOTES AND LIMITED WAIVERBloom Energy Corp • June 12th, 2018 • Electrical industrial apparatus • New York
SECOND SUPPLEMENTAL INDENTURE, OMNIBUS AMENDMENT TO NOTES AND LIMITED WAIVER (this “Supplemental Indenture, Omnibus Amendment and Limited Waiver”), dated as of June 29, 2017, by and among Bloom Energy Corporation, a Delaware corporation (the “Company”), as issuer, Rye Creek LLC, a Delaware limited liability company, as guarantor (the “Guarantor”), and U.S. Bank National Association, as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”) under the Indenture referred to below.
GROUND LEASE by and between 1743 HOLDINGS, LLC, as Landlord and BLOOM ENERGY CORPORATION as TenantGround Lease • June 12th, 2018 • Bloom Energy Corp • Electrical industrial apparatus • Delaware
Whenever any term below is mentioned in this Lease, the definition and/or information next to the corresponding term shall be incorporated in its meaning. When used herein, the singular shall apply to the plural, the plural to the singular, and the use of any gender shall apply to all genders.
ContractSecurity Agreement • June 12th, 2018 • Bloom Energy Corp • Electrical industrial apparatus • Delaware
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
BLOOM ENERGY CORPORATION CONSULTING AGREEMENT January 29, 2009Consulting Agreement • June 12th, 2018 • Bloom Energy Corp • Electrical industrial apparatus • California
This Consulting Agreement (“Agreement”) is entered into as of the Effective Date by and between Bloom Energy Corporation (the “Company”) and The Honorable Colin L. Powell. (“Consultant”). The Company desires to retain Consultant as an independent contractor to perform consulting services for the Company, and Consultant is willing to perform such services, on the terms described below. In consideration of the mutual promises contained herein, the parties agree as follows:
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DIAMOND STATE GENERATION HOLDINGS, LLCBloom Energy Corp • June 12th, 2018 • Electrical industrial apparatus • Delaware
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DIAMOND STATE GENERATION HOLDINGS, LLC (this “Amendment”), is executed as of September 25, 2013, by and between Clean Technologies II, LLC, a Delaware limited liability company (“Clean Technologies”), and Mehetia Inc., a Delaware corporation (the “Investor”, and together with Clean Technologies, the “Members”). Capitalized terms used herein and not otherwise defined have the meanings provided in the Second Amended and Restated Limited Liability Company Agreement of Diamond State Generation Holdings, LLC, dated as of March 20, 2013 (the “Agreement”), by and between Clean Technologies and the Investor.
ContractSecurity Agreement • June 12th, 2018 • Bloom Energy Corp • Electrical industrial apparatus • Delaware
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
