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”).
SECOND AMENDED AND RESTATED MASTER OPERATIONS AND MAINTENANCE AGREEMENT betweenMaster Operations and Maintenance Agreement • March 31st, 2020 • Bloom Energy Corp • Electrical industrial apparatus • New York
This SECOND AMENDED AND RESTATED MASTER OPERATIONS AND MAINTENANCE AGREEMENT (this “Agreement”), dated as of December 23, 2019 (the “Agreement Date”), is entered into by and between BLOOM ENERGY CORPORATION, a Delaware corporation (“Operator”), and DIAMOND STATE GENERATION PARTNERS, LLC, a Delaware limited liability company (“Owner”). Operator and Owner are referred to in this Agreement individually, as a “Party” and, collectively, as the “Parties.”
EQUITY CAPITAL CONTRIBUTION AGREEMENTEquity Capital Contribution Agreement • March 31st, 2020 • Bloom Energy Corp • Electrical industrial apparatus • New York
This Equity Capital Contribution Agreement (this “Agreement”) is made and entered into as of December 23, 2019 (the “Effective Date”) by and among Diamond State Generation Holdings, LLC, a Delaware limited liability company (“DSGH”), SP Diamond State Class B Holdings, LLC, a Delaware limited liability company (“Southern”), Assured Guaranty Municipal Corp., a New York insurance company (“AGM”), Diamond State Generation Partners, LLC, a Delaware limited liability company (the “Company”), and Bloom Energy Corporation, a Delaware corporation (“Bloom”, and collectively with DSGH, Southern, AGM and the Company, the “Parties”).
BLOOM ENERGY CORPORATION AMENDMENT TO CONSULTING AGREEMENTConsulting Agreement • March 31st, 2020 • Bloom Energy Corp • Electrical industrial apparatus
This Amendment to Consulting Agreement (the “Amendment”) between Bloom Energy Corporation (the “Company”) and The Honorable Colin L. Powell (the “Consultant”) is entered into this 31st day of July, 2019. The Company and the Consultant previously entered into a Consulting Agreement dated January 29, 2009 (the “Consulting Agreement”) pursuant to which the Consultant was retained by the Company as an independent contractor to perform consulting services for the Company on the terms set forth in the Consulting Agreement. The Company and the Consultant desire to amend the terms of the Consulting Agreement as follows:
FUEL CELL SYSTEM SUPPLY AND INSTALLATION AGREEMENT betweenFuel Cell System Supply and Installation Agreement • March 31st, 2020 • Bloom Energy Corp • Electrical industrial apparatus • New York
This Fuel Cell System Supply and Installation Agreement (this “Agreement”), dated as of December 23, 2019 (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.”
FIRST AMENDMENT TORepurchase Agreement • March 31st, 2020 • Bloom Energy Corp • Electrical industrial apparatus • New York
THIS FIRST AMENDMENT TO REPURCHASE AGREEMENT (this “Amendment”), dated December 23, 2019 (the “Effective Date”), is entered into by and between BLOOM ENERGY CORPORATION, a Delaware corporation (“Buyer”), and DIAMOND STATE GENERATION PARTNERS, LLC, a Delaware limited liability company (“Seller”), to amend that certain Repurchase Agreement, dated June 14, 2019 (the “Repurchase Agreement”), by and between Buyer and Seller. Buyer and Seller are each at times referenced herein individually as a “Party” and together as the “Parties”.
SECOND AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • March 31st, 2020 • Bloom Energy Corp • Electrical industrial apparatus • New York
FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DIAMOND STATE GENERATION PARTNERS, LLC dated as of December 23, 2019Limited Liability Company Agreement • March 31st, 2020 • Bloom Energy Corp • Electrical industrial apparatus • Delaware
THIS FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of DIAMOND STATE GENERATION PARTNERS, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of December 23, 2019 by and among Diamond State Generation Holdings, LLC, a Delaware limited liability company (the “Class A Member”), SP Diamond State Class B Holdings, LLC, a Delaware limited liability company (“Southern” or the “Class B Member”) and Assured Guaranty Municipal Corp., a New York insurance company (“Class C Member”), and acknowledged and agreed for purposes of Section 8.6(g), the Company. This Agreement amends and restates the Third Amended and Restated Limited Liability Company Agreement of the Company, dated as of June 14, 2019, including all amendments thereto (the “Third A&R LLCA”), in its entirety in accordance with the following terms and conditions.
