Common use of Purchase Price Clause in Contracts

Purchase Price. (a) The Discounted Purchase Price is set out in the Customer Quote Form or Customer Sales Invoice. The Discounted Purchase Price is the Purchase Price applicable if you assign to us the Small Scale Technology Certificate’s (STCs) which are created in respect of the System. (b) You are required by this Agreement to assign to us the Small Scale Technology Certificate’s created in respect of the System without charge and we have agreed to charge the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound to the contract (g) The balance of the Purchase Price (either the Discounted Purchase Price of the Full Purchase Price) must be paid to us on the Installation Date, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Purchase Price. If any meter upgrading is brought to our attention after the installation, you are still required to pay the balance of Purchase

Purchase Price. In full consideration for the purchase of the Current Excess Servicing Spread and the rights under the Future Spread Agreement for Non-Agency Mortgage Loans, and upon the terms and conditions of this Agreement, Purchaser shall pay to Seller on the Closing Date an amount (athe “Base Purchase Price”) The Discounted Purchase Price is set out in equal to the Customer Quote Form or Customer Sales Invoice. The Discounted Purchase Price is product of (x) the aggregate outstanding principal balance of the Mortgage Loans as of the Cut-Off Date, (y) the Purchase Price applicable if you assign Percentage and (z) the Current Excess Servicing Spread Percentage. The Base Purchase Price shall be allocated by the Parties on the Closing Date to us reflect the Small Scale Technology Certificate’s (STCs) which are created in respect consideration for the purchase of the SystemCurrent Excess Servicing Spread hereunder (the “Purchase Price”) and the consideration for the rights acquired by Purchaser under the Future Spread Agreement for Non-Agency Mortgage Loans. On the Closing Date, Purchaser and Other Purchasers shall also pay a supplemental purchase price (bthe “Supplemental Purchase Price”) You are required by this Agreement equal to assign to us the Small Scale Technology Certificate’s created in respect product of (i) $85 million and (ii) a fraction, the numerator of which is the sum of the System without charge “Base Purchase Prices” payable by Purchaser and we have agreed to charge Other Purchasers, as applicable, under (and as defined in) each Sale Agreement (other than the Discounted Base Purchase Price payable pursuant to the Sale Agreement relating to GNMA Mortgage Loans) on the basis that Closing Date and the Small Scale Technology Certificate’s will be assigned denominator of which is the purchase price payable by Seller to us. ResCap to acquire the Mortgage Servicing Rights on the Closing Date pursuant to the Asset Purchase Agreement (c) If you want to retain other than the Small Scale Technology Certificate’s created in respect portion of the System you must advise us in writing at least 5 Business Days before purchase price payable pursuant to the InstallationAsset Purchase Agreement relating to GNMA Mortgage Loans). (d) If you decide to retain Purchaser and Other Purchasers shall allocate the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Supplemental Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for under each or any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full Purchase Price on demand. Sale Agreements and Future Spread Agreements (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound other than pursuant to the contract (gSale Agreement or Future Spread Agreement relating to GNMA Mortgage Loans) The balance of the Purchase Price (either the Discounted Purchase Price of the Full Purchase Price) must be paid to us on the Installation Date, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Purchase Price. If any meter upgrading is brought to our attention after the installation, you are still required to pay the balance of Purchasein their reasonable discretion.

Purchase Price. (a) The Discounted Purchase Price for the Acquired Assets is set out in Four Hundred Fifty Thousand Dollars ($450,000.00) payable as follows: Upon the Customer Quote Form execution of this Agreement by all parties Property Management Buyer shall pay to Escrow Agent (hereinafter defined) the sum of (i) an initial refundable deposit of Fifty Thousand Dollars ($50,000.00) (the “Initial Deposit”) to Xxxxxxx Law Group, P.A. Trust Account (“Escrow Agent”); and within two (2) business days after the expiration of the Due Diligence Period (ii) Fifty Thousand Dollars ($50,000.00) (the “Additional Deposit”) (the Initial Deposit and Additional Deposit are collectively referred to as the “Deposit”); and, at Closing (hereinafter defined) Property Management Buyer shall pay to Property Management Seller (i) the sum of Three Hundred Fifty Thousand Dollars ($350,000.00 (“Balance Due”) (subject to any prorations, credits or Customer Sales Invoiceagreed upon a adjustments as provided for herein). The Discounted Purchase Price is shall be payable by Property Management Buyer to Property Management Seller, by wire transfer funds, plus or minus the Purchase Price applicable if you assign to us specific items hereinafter described and the Small Scale Technology Certificate’s (STCs) which are created in respect of the System. (b) You are required by this Agreement to assign to us the Small Scale Technology Certificate’s created in respect of the System without charge usual and we have agreed to charge the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price ordinary prorations and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installationcredits, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound to the contract (g) The balance of the Purchase Price (either the Discounted Purchase Price of the Full Purchase Price) must be paid to us on the Installation Date, regardless of (including but not limited to) connection to Network Electricity Gridrent, third-party inspectionif any paid for the lease of the leased premises and any leased equipment assumed by Property Management Buyer, meter board connection or compliance paperworkpersonal property taxes for the year of closing imposed on the assets, real estate taxes, gift card liabilities, (collectively, the “Prorations and Credits”). Your system is considered installed Further, any security deposits held by the vendor/lessor of the leased premises and any leased equipment being assumed by Property Management Buyer shall be reimbursed to Property Management Seller at the completion time of panel Closing provided that said vendor/lessor shall transfer the said security deposit for the benefit of the Property Management Buyer as of the Closing Date. The parties hereto agree to re-prorate as to any errors in the listing or payment of Prorations and inverter installationCredits. If Property Management Seller shall be responsible for electricity, telephone, water and sewer, gas and other utility charges, salaries and accrued vacation and other benefits of employees, payment of all amounts owed by Property Management Seller to any governmental agency or unit, and payment of all amounts secured by Liens against the panels are installed Acquired Assets. To the extent that one party owes money to the other pursuant to this section, such party shall pay all amounts so owed within thirty (30) days after written notice thereof. In accordance with the provisions of Section 2(e) of the Restaurant Asset Purchase Agreement, a portion of the Restaurant Asset Purchase Price shall be held pursuant to an escrow agreement in form and substance reasonably acceptable to Property Management Buyer and Property Management Seller (the “Closing Escrow Agreement”) to secure the indemnification obligations of both the Restaurant Asset Seller and the inverter is not installed to no fault Property Management Seller under this Agreement for a period of Captain Green Solar, you are required to make 80% one (1) year after Closing. The Escrow Cash will be released only in accordance with the terms of the balance Purchase PriceClosing Escrow Agreement. If any meter upgrading is brought to our attention after The Property Management Seller acknowledges and agrees that Property Management Buyer’s remedies under the installation, you Closing Escrow Agreement are still required to pay the balance of PurchaseProperty Management Buyer’s sole and exclusive recourses or remedies in connection herewith.

Purchase Price. Subject to the adjustment set forth in Section 2.5 below, the purchase price for the Purchased Assets is up to $516,000 payable as follows: (a) The Discounted Purchase Price is set out in $255,000 which shall be paid to Seller's legal counsel as escrow agent on the Customer Quote Form or Customer Sales Invoice. The Discounted Purchase Price is the Purchase Price applicable if you assign to us the Small Scale Technology Certificate’s (STCs) which are created in respect of the System. date hereof and (b) You are required by this up to $261,000 paid from the amounts collected on accounts receivable outstanding at the time of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth herein. Promptly following the date hereof, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory to the parties (the "Escrow Agreement"). The Escrow Agreement to assign to us shall provide, among other things, for the Small Scale Technology Certificate’s created in respect establishment of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each of the System without charge Buyer and we have agreed the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to charge each of the Discounted Purchase Price Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to the New Receivables, and (ii) distribute to the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the basis that Balance Sheet until the Small Scale Technology Certificate’s will Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be assigned paid and copies of any settlement agreements executed by the Buyer with creditors with respect to usthe Assumed Liabilities. Within five (c5) If you want to retain days following the Small Scale Technology Certificate’s created Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in respect a writing signed by each of the System you must advise us in writing at least 5 Business Days before Buyer and the Installation. (d) If you decide Seller to retain distribute the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound amounts to the contract (g) The balance of the Purchase Price (either the Discounted Purchase Price of the Full Purchase Price) must be paid to us on the Installation Date, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Purchase Price. If any meter upgrading is brought to our attention after the installation, you are still required to pay the balance of Purchaseparties as specified in such schedule.

Purchase Price. Subject to the terms and conditions of this Agreement, at the Effective Time, the aggregate consideration paid by PR for all of the Shares pursuant to the Stock Purchase shall be $5,059,000 (aas adjusted in accordance with the terms of this Agreement) (the “Purchase Price”). The Discounted Purchase Price is set out reflects an additional $25,000 in purchase price to offset the Customer Quote Form or Customer Sales Invoiceexpense of dissolving BDC as provided in Section 1.02 hereof. The Discounted Purchase Price is At the Effective Time, the BDC Consolidated Shareholders’ Equity (as defined below) shall not be less than $4,195,000 (the “Minimum BDC Consolidated Shareholders’ Equity”). PR shall pay the Purchase Price applicable if you assign by wire transfer of immediately available funds to us BDC only upon BDC’s delivery to PR of stock certificates representing the Small Scale Technology Certificate’s (STCs) Shares, which are created certificates shall be duly endorsed in respect blank or be accompanied by duly executed stock powers. The Purchase Price contemplates that all of the System. (b) You are required by this Agreement assets of BDC shall be contributed to assign to us the Small Scale Technology Certificate’s created in respect of the System without charge and we have agreed to charge the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form JSB immediately prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paidEffective Time, you give Captain Xxxxx except for the authority to install the systemShares, and are liable and bound to the contract Tax Payments (gas defined below) The balance of the Purchase Price (either the Discounted Purchase Price of the Full Purchase Price) must be paid to us on the Installation Date, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed right to no fault of Captain Green Solar, you are required to make 80% of receive the balance Purchase Price. If any meter upgrading is brought JSB shall compute and record the amount which would have been its income tax liability (for both current and deferred taxes) for the period from January 1, 2017, until the Effective Time (the “Stub Period”) as though JSB filed a separate income tax return for such taxable year on a “Separate Entity Basis” (the “Tax Payments”). The Tax Payments may be paid by JSB to our attention after BDC prior to the installation, you are still required Effective Time. At no time shall JSB pay or become obligated to pay or otherwise transfer to BDC deferred income tax liability amounts computed for financial statement purposes. To the balance extent that a net tax loss is incurred by JSB during the Stub Period, and a tax benefit arising from JSB’s tax loss is achieved on BDC’s consolidated return, the BDC shall pay to JSB the amount of Purchasesuch tax benefit achieved. PR shall have the right to review these calculations prior to Closing as part of a review of the BDC Consolidated Shareholders Equity. BDC will be responsible for filing the final incomes tax return for BDC following liquidation and for paying all related income taxes.” Each reference in the Agreement referring to the Merger Consideration shall mean and refer to the Purchase Price.

Purchase Price. (a) The Discounted “Purchase Price is set out Price” for the Purchased Assets that are conveyed to HRAC II under this Agreement shall be payable in cash in an amount equal to the Customer Quote Form or Customer Sales Invoice. The Discounted Purchase Price is the Purchase Price applicable if you assign to us the Small Scale Technology Certificate’s sum of (STCsi) which are created in respect 100% of the System. (b) You are required by this Agreement to assign to us the Small Scale Technology Certificate’s created in respect of the System without charge and we have agreed to charge the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the aggregate balance of the Full Principal Receivables, and such of the Finance Charge and Administrative Receivables as constitute fees and charges relating to debt cancellation, debt waiver and other enhancement and insurance programs administered by the Bank, so conveyed, plus (ii) the present value of anticipated excess spread, including Interchange, computed by taking into account factors such as historical losses (and discounted to take into account any uncertainty as to future performance matching historical performance), servicing fees, delinquencies, payment rates and yield, such sum adjusted to reflect any other factors as the Bank and HRAC II mutually may agree will result in a Purchase Price determined to be the fair market value of such Purchased Assets. This computation of initial Purchase Price shall assume no reinvestment in new Receivables. The Purchase Price for the Purchased Assets, shall be payable on demand. a date (fthe “Purchase Price Payment Date”) To proceed with mutually agreed to by the Quote, you must pay a 10% deposit Bank and HRAC II (but no later than the 15th day of the Discounted Purchase Price and/or sign month following the Customer Quote Form prior month in which such Purchased Assets are conveyed by the Bank to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound HRAC II) in cash in an amount equal to the contract sum of (gi) The 100% of the aggregate balance of the Principal Receivables, and such of the Finance Charge and Administrative Receivables as constitute fees and charges relating to debt cancellation, debt waiver and other enhancement and insurance programs administered by the Bank, so conveyed, plus (ii) the present value of anticipated excess spread, including Interchange, computed by taking into account factors such as historical losses (and discounted to take into account any uncertainty as to future performance matching historical performance), servicing fees, delinquencies, payment rates and yield, such sum adjusted to reflect any other factors as the Bank and HRAC II mutually may agree will result in a Purchase Price (either determined to be the Discounted fair market value of such Purchased Assets. The Bank and HRAC II confirm that a Purchase Price equal to the fair market value of all Purchased Assets sold to HRAC II through the Full Purchase Price) must be date hereof has been paid by HRAC II to us on the Installation Date, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Purchase Price. If any meter upgrading is brought to our attention after the installation, you are still required to pay the balance of PurchaseBank.

Purchase Price. The purchase price for Sigma6 Shares shall be composed of (ai) the Cash Portion of the Purchase Price; (ii) the Stock Portion of the Purchase Price, and (iii) the Earned Payout Amount. The Discounted Purchase Price is set out Buyer agrees to pay to the Sellers in the Customer Quote Form or Customer Sales Invoice. The Discounted Purchase Price is aggregate the sum of (i) $1,250,000 (to be reduced dollar for dollar by (A) the payments made by Sigma6 to cancel the stock options; (B) the amount of any outstanding Funded Indebtedness; and (C) the Net Worth adjustment, if any, made pursuant to Section 2(j) below) in cash (the "Cash Portion of the Purchase Price applicable if you assign to us Price"); (ii) $1,250,000 in Buyer's Shares, consisting of an aggregate of 277,778 shares of Buyer Common Stock as set forth in the Small Scale Technology Certificate’s Allocation Schedule attached hereto (STCs) which are created in respect the "Stock Portion of the SystemPurchase Price"); and (iii) the Earned Payout Amount as determined pursuant to Section 2(i) below, in exchange for the Sigma6 Shares to be purchased by Buyer pursuant to the terms hereof. (b) You are required by this Agreement to assign to us the Small Scale Technology Certificate’s created in respect $250,000 of the System without charge and we have agreed to charge the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect Cash Portion of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance paid in cash by wire transfer of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound funds to the contract (gEscrow Agent to be held in escrow pursuant to Section 2(o) for satisfaction of Sellers' indemnification obligations specified in Article VIII. The balance of the Cash Portion of the Purchase Price (either shall be paid by Buyer to Sellers at the Discounted Closing by delivery of cash by wire transfer of funds in the amounts set forth on the Allocation Schedule. The Stock Portion of the Purchase Price shall be issued by Buyer to Sellers at the Closing by the delivery of Buyer's Shares in the amounts set forth on the Allocation Schedule next to such Seller's name. Each acquirer of Buyer's Shares shall enter into an equity subscription agreement in the form attached hereto as Exhibit D. The sum of the Full Cash Portion of the Purchase Price, the Stock Portion of the Purchase Price, and the Earned Payout Amount shall be referred to as the "Purchase Price." Each of (i) must the Cash Portion of the Purchase Price and (ii) the Stock Portion of the Purchase Price shall be paid to us allocated among Sellers in dollar amounts set forth on the Installation DateAllocation Schedule; provided, regardless however, that the number of (but not limited to) connection Buyer Shares allocable to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at each Seller shall be rounded down to the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Purchase Price. If any meter upgrading is brought to our attention after the installation, you are still required to pay the balance of Purchasenearest whole number.

Purchase Price. In consideration of the sale, assignment, transfer and conveyance to the Depositor of the Aggregate Receivables and related Transferred Assets, on the terms and subject to the conditions set forth in this Agreement, the Depositor shall, on each Sale Date, pay and deliver to Ditech, in immediately available funds on the related Sale Date, or otherwise promptly following such Sale Date if so agreed by Ditech, as receivables seller, and the Depositor, a purchase price (athe “Purchase Price”) The Discounted Purchase Price is set out equal to (i) in the Customer Quote Form case of one Receivable sold, assigned, transferred and conveyed on such Sale Date, the fair market value of such Receivable on such Sale Date or Customer Sales Invoice(ii) in the case more than one Receivable is sold, assigned, transferred and conveyed on such Sale Date, the aggregate of the fair market values of such Receivables on such Sale Date, payable in cash to the extent of funds available to the Depositor. The Discounted Purchase Price is To the extent that the Purchase Price applicable if you assign to us the Small Scale Technology Certificate’s (STCs) which are created in respect of the System. (b) You are required by this Agreement to assign to us Additional Receivables is greater than the Small Scale Technology Certificate’s created in respect cash portion of the System without charge and we have agreed to charge the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us Price, then the Full Purchase Price and not the Discounted Purchase Price will be payable. Depositor shall (ei) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installationfirst, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound to the contract (g) The balance such portion of the Purchase Price in the form of a borrowing under the Subordinated Note in the form attached hereto as Exhibit A; provided however, that the Depositor may not make any borrowing under the Subordinated Note unless at the time of (either and immediately after) each borrowing thereunder, both before and after the Discounted sale transaction (1) the Depositor’s total assets exceed its total liabilities, (2) the Depositor’s cash on hand is sufficient to satisfy all of its current obligations (other than its obligations under the Subordinated Note and the obligation to pay the Purchase Price Price), (3) the Depositor is adequately capitalized at a commercially reasonable level and (4) the Depositor has determined that its financial capacity to meet its financial commitment under the Subordinated Note is adequate and (ii) second, to the extent the Depositor cannot make a borrowing under the Subordinated Note, accept a contribution to its capital from Ditech in an amount equal to the remaining unpaid portion of the Full Purchase Price) must be paid to us on the Installation Date, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Purchase Price. If Ditech is hereby authorized by the Depositor to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any meter upgrading is brought to our attention after obligation of the installation, you are still required to pay Depositor thereunder. Ditech shall record in its books and records all increases in and payments in reduction of the balance outstanding principal amount of Purchasethe Subordinated Note.

Purchase Price. During the Term, the purchase price of the Products sold by Seller for purposes of the Humanitarian Program shall be for an amount equal to the sum of (ai) The Discounted Purchase Price is set out the **** Cost plus ****%, and (ii) ****% of the **** Cost of the Products included in the Customer Quote Form or Customer Sales InvoiceReport (which, for purposes of this subsection (ii), shall include the **** Costs of Reagents) (the “Purchase Price”). For the avoidance of doubt, Seller and its Affiliates shall supply Reagents and other raw materials for the manufacture of Products for purposes of the Humanitarian Program at no cost. Promptly following the receipt of each Report, Inverness Japan shall prepare and submit an invoice to Seller for an amount equal to (1) the **** Cost plus ****%, and (2) ****% of the **** Cost of such Products included in the Report (which, for purposes of this subsection (2) shall include the **** Costs of Reagents). Seller shall pay the amount so invoiced no later than 30 days after the date of such invoice; provided, however, that if Seller disagrees with the amounts set forth in such invoice, Seller shall send a written notice to Inverness Japan stating the specific reasons for its disagreement within 20 days of receiving such invoice. If Seller makes such notification to Inverness Japan, Seller and Inverness Japan must attempt to reconcile their differences during 2 weeks and if they are unable to do so, then, Seller shall have the right, during normal business hours and at Seller’s expense, to have an independent certified public accountant selected by Seller and reasonably acceptable to Inverness Japan, audit any amounts calculated pursuant to this Section 5.5. The Discounted Purchase Price is the Purchase Price applicable if you assign to us the Small Scale Technology Certificate’s (STCs) which are created in respect decision of the Systemindependent certified public accountant with respect to the calculation of such amounts shall be final and binding on Inverness Japan and Seller. (b) You are required by this Agreement to assign to us If, based upon the Small Scale Technology Certificate’s created in respect decision of the System independent certified public accountant, there has been an overstatement of the amount calculated and such difference is greater than 10% of the original amount, Inverness Japan shall reimburse Seller for all the fees of the audit conducted by the independent certified public accountant. If Seller pays an amount invoiced by Inverness Japan pursuant to this Section 5.5 without charge and we have agreed to charge the Discounted Purchase Price on the basis notifying Inverness Japan of Seller’s disagreement of such amount, but later reasonably believes that the Small Scale Technology Certificateamount so invoiced and paid by Seller was overstated by more than 10%, Seller shall have the right, during normal business hours and at Seller’s will be assigned expense, to ushave an independent certified public accountant selected by Seller and reasonably acceptable to Inverness Japan, audit such amount paid by Seller to Inverness Japan. (c) If you want to retain the Small Scale Technology Certificate’s created in respect The decision of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed independent certified public accountant with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound respect to the contract (g) The balance calculation of the Purchase Price (either the Discounted Purchase Price of the Full Purchase Price) must such amount shall be paid to us final and binding on the Installation Date, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel Inverness Japan and inverter installationSeller. If the panels are installed amount previously paid by Seller to Inverness Japan exceeds the amount determined by the independent certified public accountant, within 30 days of the decision of the independent certified public accountant, (i) Inverness Japan shall reimburse Seller the difference between the amount paid by Seller and the inverter amount determined by the independent certified public accountant, and (ii) if such difference is not installed to no fault of Captain Green Solar, you are required to make 80greater than 10% of the balance Purchase Priceamount previously paid **** REPRESENTS TEXT OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. by Seller, Inverness Japan shall reimburse Seller for all the fees of the audit conducted by the independent certified public accountant. If any meter upgrading is brought the amount determined by the independent certified public accountant exceeds the amount previously paid by Seller to our attention after Inverness Japan, within 30 days of the installationdecision of the independent certified public accountant, you are still required Seller shall pay to Inverness Japan the difference between the amount determined by the independent certified public accountant and the amount paid by Seller. Failure to pay the balance a disputed invoice shall not be deemed a breach of Purchasethis Agreement by Seller and shall not relieve Inverness Japan from its commitment to continue to provide Products hereunder

Purchase Price. The total purchase price (the “Purchase Price”) for the transactions contemplated by this Agreement shall be an amount in cash equal to $4,800,000,000, which amount consists of (a) The Discounted an amount equal to the Bridge Loan Purchase Price is set out in for the Customer Quote Form or Customer Sales Invoice. The Discounted Purchase Price is Bridge Loan, plus (b) an amount equal to the Purchase Price applicable if you assign minus the Bridge Loan Purchase Price for the Shares (the “Share Purchase Price”), which amount shall be adjusted pursuant to us and in accordance with this Section 2.03 and Sections 2.04 and 2.05. The Purchase Price shall be reduced by an amount equal to the Small Scale Technology Certificate’s sum of (STCsx) which are created in respect the Credit Saison Debt Amount plus (y) the Syndicated Loan Debt Amount plus (z) any Indebtedness for Borrowed Money of the System. (b) You are required by this Agreement to assign to us Companies and the Small Scale Technology Certificate’s created in respect of the System without charge and we have agreed to charge the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form Transferred Subsidiaries outstanding immediately prior to Installationthe Closing other than the Credit Saison Debt, the Bridge Loan, the Syndicated Loan and the AIGFAJ Subordinated Debt. You agree that by signing For the Customer Quote Form and whether or not a 10% deposit has been paidavoidance of doubt, you give Captain Xxxxx the authority any such reduction to install the system, and are liable and bound to the contract (g) The balance of the Purchase Price (either shall be treated as an adjustment to the Discounted Purchase Price of the Full Purchase Price) must be paid to us on the Installation Date, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Share Purchase Price. If The Parent shall notify the Acquiror of the principal amount of Indebtedness for Borrowed Money outstanding as of the Closing Date and the amount of interest (or original issue discount, as applicable) that will be accrued and unpaid on the Bridge Loan, the Credit Saison Debt, the Syndicated Loan and any meter upgrading is brought other Indebtedness for Borrowed Money to our attention after but excluding the installationClosing Date no later than ten (10) Business Days prior to the Closing Date. For purposes of this ARTICLE II, you are still required to pay any accrued and unpaid interest (or original issue discount, as applicable) on the balance Bridge Loan, the Credit Saison Debt, and the Syndicated Loan and any principal or accrued and unpaid interest on any other Indebtedness for Borrowed Money shall be expressed in U.S. dollars based on the Applicable Exchange Rate as in effect as of Purchasethe date hereof.

Purchase Price. The purchase price of Repurchase Option Shares shall be the Fair Market Value thereof, determined as follows: The Company (a) The Discounted Purchase Price is set out in irrespective of whether the Customer Quote Form or Customer Sales Invoice. The Discounted Purchase Price is the Purchase Price applicable if you assign to us the Small Scale Technology Certificate’s (STCs) which are created in respect of the System. (b) You are required by this Agreement to assign to us the Small Scale Technology Certificate’s created in respect of the System without charge and we have agreed to charge the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect of the System you must advise us in writing Company has exercised its repurchase right, so long as at least 5 one Non-Affected Founder or STI has exercised his or its repurchase right) and the Affected Stockholder shall attempt to agree on such Fair Market Value through good faith negotiations for a period of ten (10) Business Days before the Installation. (d) If you decide Days, and if they are so able to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us agree then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound to the contract (g) The balance of the Purchase Price (either the Discounted Purchase Price of the Full Purchase Price) must be paid to us on the Installation Date, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installationagreed Fair Market Value shall apply. If the panels are installed Company and the inverter is Affected Stockholder have not installed to no fault so agreed by the end of Captain Green Solarsuch period, you are required to make 80% then the Fair Market Value shall be determined by two (2) independent appraisers, one selected by the Affected Stockholder or his, her or its representatives, and one selected by the Company. Each such independent appraiser shall as promptly as possible provide an opinion of the balance Purchase PriceFair Market Value of the Repurchase Option Shares. If any meter upgrading is brought to our attention after the installationFair Market Value determined by one independent appraiser does not exceed the Fair Market Value determined by the other independent appraiser by more than twenty percent (20%), you are still required to pay then the balance average of Purchasethe Fair Market Values set forth in the two (2) appraisals shall be treated as the Fair Market Value of the Repurchase Option Shares. Otherwise, the independent appraisers shall mutually select a third independent appraiser, and the Fair Market Value of the Repurchase Option Shares shall be determined exclusively by such third independent appraiser. The third independent appraiser will evaluate the appraisals of the two (2) other independent appraisers and as promptly as possible provide an opinion of Fair Market Value of the Repurchase Option Shares, which Fair Market Value must be no greater than the highest Fair Market Value reached by the two (2) other independent appraisers and no less than the lowest Fair Market Value reached by the other two (2) independent appraisers. Each of the Affected Stockholder and the Company shall bear the costs of the appraiser selected by it and an equal portion of the costs of the third appraiser (if any). The Fair Market Value of the Repurchase Option Shares determined pursuant hereto shall be binding on all parties, their legal representatives and their successors-in-interest.

Purchase Price. Subject to the adjustment set forth in Section 2.5 below, the purchase price for the Purchased Assets is up to $516,000 payable as follows: (a) The Discounted Purchase Price is set out in $255,000 which shall be paid to Seller's legal counsel as escrow agent on the Customer Quote Form or Customer Sales Invoice. The Discounted Purchase Price is the Purchase Price applicable if you assign to us the Small Scale Technology Certificate’s (STCs) which are created in respect of the System. date hereof and (b) You are required up to $261,000 paid from the amounts collected on accounts receivable outstanding at the time of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth herein. Promptly following the date hereof, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as their banking agent (the "Banking Agent") and establish a joint account with the Banking Agent under Seller's federal tax identification number that requires the signatures of one of two designees of Seller and one of two designees of Buyer for any withdrawals or other activity other than deposits (the "Joint Account"). The Banking Agent shall collect and deposit the Closing Receivables and the New Receivables (as defined below) into the Joint Account and shall periodically provide to the Buyer and the Seller a detail of such receivables (including the amount, payor and related invoice number of each payment and copies of checks deposited along with any other information submitted in connection with each such payment). Joint authorization in writing signed by this Agreement to assign to us the Small Scale Technology Certificate’s created in respect each of the System without charge Buyer and we have agreed to charge the Discounted Purchase Price Seller will be required before any funds can be released from the Joint Account. Within three (3) business days following the end of each bi-weekly period commencing on the basis that Closing Date, the Small Scale Technology Certificate’s will be assigned Buyer shall notify the Seller in writing (the "Buyer Notification") as to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect what amount of the System you must advise us in writing at least 5 Business Days before funds deposited into the InstallationJoint Account by the Banking Agent for a given bi-weekly period were payments of Closing Receivables and what amount of such funds were payments of accounts receivable from accounts comprising the Closing Receivables generated post closing (the "New Receivables"). Within three business days (d3) If you decide to retain following delivery of the Small Scale Technology Certificate’s or for any reasons due to your actions Buyer Notification, the Seller and the Buyer shall jointly execute checks (or failure authorize wire transfers) drawing on funds held in the Joint Account to act(i) distribute to the Buyer all of the funds deposited in the Joint Account with respect to the New Receivables, and (ii) distribute to the Seller forty two and one half percent (42.5%) of the funds deposited in the Joint Account with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Joint Account. The remaining funds deposited in the Joint Account with respect to the Closing Receivables shall be used solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Joint Account Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall jointly execute checks (or authorize wire transfers) drawing on funds held in the Joint Account to the parties as specified in such schedule. The Joint Account shall terminate (the "Joint Account Termination Date") upon the later of (i) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance Seller's receipt of the Full Purchase Price on demand. Maximum Amount from funds deposited in the Joint Account, (fii) To proceed with the Quote, you must pay a 10% deposit payment by the Buyer of all of the Discounted Purchase Price and/or sign Assumed Liabilities, or such lesser amount pursuant to settlement agreements with such third party creditors, such settlement agreements to be in form and substance reasonably satisfactory to the Customer Quote Form Seller; or (iii) 30 days following the first anniversary of the Closing Date. Buyer agrees to use its reasonable best efforts to collect all of the Closing Receivables, maintain good working relationships with such accounts comprising the Closing Receivables and discourage returns of previously sold products. Amounts collected by Buyer from accounts comprising Closing Receivables shall be applied first to the oldest Closing Receivable prior to Installationapplying such amounts to New Receivables. You agree Buyer further agrees that by signing after the Customer Quote Form and whether or not Closing Date it, together with Seller, shall prepare a 10% deposit has been paid, you give Captain Xxxxx the authority notice to install the system, and are liable and bound be delivered to all customers corresponding to the contract (g) The balance of Closing Receivables informing such customers that payments relating to the Purchase Price (either Closing Receivables are to be made to the Discounted Purchase Price of the Full Purchase Price) must be paid to us on the Installation Date, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Purchase Price. If any meter upgrading is brought to our attention after the installation, you are still required to pay the balance of PurchaseJoint Account."

Purchase Price. Upon the terms and subject to the conditions of this Agreement, at each Closing, Purchaser shall pay to Seller on the applicable Closing Date, by wire transfer in accordance with the wire instructions of Seller delivered to Purchaser on or prior to such Closing, in U.S. dollars and immediately available funds, such purchase price (aeach, a “Purchase Price”) The Discounted Purchase Price is set out equal to the product of (x) the aggregate number of Purchased Shares to be sold to Purchaser at such Closing and (y) $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the Customer Quote Form or Customer Sales Invoice“Per Share Price”). The Discounted Purchase Price is In the Purchase Price applicable if you assign event the Company fails to us the Small Scale Technology Certificate’s (STCs) which are created in respect of the System. (b) You are required by this Agreement to assign to us the Small Scale Technology Certificate’s created in respect of the System without charge and we have agreed to charge the Discounted pay a Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created an applicable Closing Date in respect of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed accordance with the Quoteforegoing, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound to the contract (g) The balance of the Purchase Price (either the Discounted Purchase Price of the Full Purchase Price) must be paid to us on the Installation Date, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80120% of the balance sum of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”, and the date of any such default, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. If By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any meter upgrading is brought to our attention after such Purchase Share Reduction the installation, you are still required to pay applicable Reduced Purchased Shares (as defined below) shall reduce the balance Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced by the product of Purchase(x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share Price.

Purchase Price. (a) The Discounted Purchase Price is shall be subject to adjustment only as set out forth in this Section 2.3. Property Taxes, water/sewer charges, gas, electric, telephone and other utilities, and other operating expenses relating to the Customer Quote Form or Customer Sales Invoice. The Discounted Purchase Price is Facilities are the Purchase Price applicable if you assign to us the Small Scale Technology Certificate’s (STCs) which are created in respect responsibility of the SystemTenants under the Tenant Leases and shall not be prorated. (b) You are required by this Agreement to assign to us All unpaid Rent and any other amounts due and payable under the Small Scale Technology Certificate’s created in respect Tenant Leases as of the System without charge Closing Date shall be charged to Purchaser and we have agreed to charge paid at the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the systemClosing, and are liable Rent for the month in which Closing occurs shall be prorated through the Closing Date. Sellers shall retain all security deposits and bound other similar deposits relating to the contract (g) The balance Tenant Leases, and Purchaser shall receive a credit for such deposits at the Closing. In addition to the payment of the Purchase Price Price, Purchaser shall, at and as a condition to the Closing, be obligated (either i) to pay all unpaid amounts that are owed under the Discounted Purchase Price of the Full Purchase Price) must be paid to us on the Installation Date, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels Term Mortgage Loan which are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Purchase Price. If any meter upgrading is brought to our attention after the installation, you are still required to pay the balance Term Mortgage Loan in full, and (ii) either (A) to pay all unpaid amounts that are owed under the Emeritus Mortgage Loan which are required to pay the Emeritus Mortgage Loan in full or (B) to cause the Mortgage Loan Assignee to purchase the Emeritus Mortgage Loan from HR for a purchase price equal to all unpaid amounts that are owed under the Emeritus Mortgage Loan in consideration of PurchaseHR’s execution and delivery of the Mortgage Assignment to the Mortgage Loan Assignee at the Closing. If Purchaser elects to pay the Emeritus Mortgage Loan in full at the Closing, Purchaser must provide, not less than two (2) Business Days prior to the Closing Date, written notice to Sellers of any such election, and, in the absence of such written notice of Purchaser’s election, Purchaser shall cause the Mortgage Loan Assignee to purchase the Emeritus Mortgage Loan from HR at the Closing for a purchase price equal to all unpaid amounts that are owed under the Emeritus Mortgage Loan. Purchaser shall identify the Mortgage Loan Assignee in a written notice to Sellers not less than three (3) Business Days prior to the Closing Date. Sellers shall cause HR to accept, or cause the acceptance of, prepayment of the Term Mortgage Loan and, as applicable, accept the prepayment, or complete the sale as contemplated herein, of the Emeritus Mortgage Loan irrespective of the failure of Purchaser to satisfy any applicable prepayment notice requirements, and to deliver a payoff letter to Purchaser at least three (3) Business Days prior to the Closing Date.

Purchase Price. In consideration of the sale, assignment, transfer and conveyance to the Depositor of the Aggregate Receivables and related Transferred Assets, on the terms and subject to the conditions set forth in this Agreement, the Depositor shall, on each Sale Date, pay and deliver to Nationstar, in immediately available funds on the related Sale Date, or otherwise promptly following such Sale Date if so agreed by Nationstar, as receivables seller, and the Depositor, a purchase price (athe “Purchase Price”) The Discounted Purchase Price is set out equal to (i) in the Customer Quote Form case of one Receivable sold, assigned, transferred and conveyed on such Sale Date, the fair market value of such Receivable on such Sale Date or Customer Sales Invoice(ii) in the case more than one Receivable is sold, assigned, transferred and conveyed on such Sale Date, the aggregate of the fair market values of such Receivables on such Sale Date, payable in cash to the extent of funds available to the Depositor. The Discounted Purchase Price is To the extent that the Purchase Price applicable if you assign to us the Small Scale Technology Certificate’s (STCs) which are created in respect of the System. (b) You are required by this Agreement to assign to us Additional Receivables is greater than the Small Scale Technology Certificate’s created in respect cash portion of the System without charge and we have agreed to charge the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us Price, then the Full Purchase Price and not the Discounted Purchase Price will be payable. Depositor shall (ei) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installationfirst, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound to the contract (g) The balance such portion of the Purchase Price in the form of a borrowing under the Promissory Note in the form attached hereto as Exhibit A; provided however, that the Depositor may not make any borrowing under the Subordinated Note unless at the time of (either and immediately after) each borrowing thereunder, both before and after the Discounted sale transaction (1) the Depositor’s total assets exceed its total liabilities, (2) the Depositor’s cash on hand is sufficient to satisfy all of its current obligations (other than its obligations under the Subordinated Note and the obligation to pay the Purchase Price Price), (3) the Depositor is adequately capitalized at a commercially reasonable level and (4) the Depositor has determined that its financial capacity to meet its financial commitment under the Subordinated Note is adequate and (ii) second, to the extent the Depositor cannot make a borrowing under the Subordinated Note, accept a contribution to its capital from Nationstar in an amount equal to the remaining unpaid portion of the Full Purchase Price) must be paid to us on the Installation Date, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Purchase Price. If Nationstar is hereby authorized by the Depositor to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any meter upgrading is brought to our attention after obligation of the installation, you are still required to pay Depositor thereunder. Nationstar shall record in its books and records all increases in and payments in reduction of the balance outstanding principal amount of Purchasethe Subordinated Note.

Purchase Price. The purchase price for the Premises shall be $9.626.300.00 (a) The Discounted the "Purchase Price is set out in Price"), the Customer Quote Form or Customer Sales Invoice. The Discounted Purchase Price is allocation of the Purchase Price applicable if you assign to us the Small Scale Technology Certificate’s (STCs) which are created in respect among each of the SystemProperties is set forth on Exhibit A attached hereto and shall be payable by Buyer to Seller in immediately available funds on the Closing Date. An earnest deposxx xx $100,000.00 (bthe "Earnest Deposxx") You are required xxall be paid by Buyer to Escrow Agent upon the execution of this Agreement by the parties hereto. The Earnest Deposxx xxxxl be applied toward the Purchase Price at Closing. The Purchase Price shall be absolutely net to Seller, and Buyer shall pay in immediately available funds at the Closing all expenses in connection with the transaction contemplated by this Agreement Agreement, including, but not limited to, all escrow fees, title fees, survey fees, recording fees, attorneys' fees, transfer taxes, stamp taxes, privilege taxes, sales and use taxes and any and all other costs and fees associated with the Closing. Buyer shall receive a credit at Closing for any prepaid rental paid to assign Seller in an amount equal to us the Small Scale Technology Certificate’s created in respect monthly rental paid by each lessee pursuant to the applicable Lease multiplied by a fraction, the numerator of which is the number of days from and including the Closing Date through and including the last day of the System without charge month in which the Closing occurs, and we have agreed to charge the Discounted Purchase Price on denominator of which is the basis that total number of days in the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain month in which the Small Scale Technology Certificate’s created in respect of Closing occurs; provided further, however, if Seller receives the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installationafter 12:00 p.m. (Phoenix, you must pay us AZ time) on the balance Closing Date, the numerator of such fraction shall be the number of days from and including the day after the Closing Date through and including the last day of the Full Purchase Price on demandmonth in which the Closing occurs. (f) To proceed with Notwithstanding the Quoteforegoing, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound to the contract (g) The balance of the Purchase Price (either the Discounted Purchase Price of the Full Purchase Price) must broker's commission shall be paid to us on the Installation Date, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Purchase Price. If any meter upgrading is brought to our attention after the installation, you are still required to pay the balance of Purchaseby Seller as set forth in Section 21 hereof.

Purchase Price. (a) The Discounted On the Effective Date of a Bank Assignment by the Initial Lender, each Bank Lender shall pay to the Initial Lender at an account to be designated by the Initial Lender to such Bank Lender, in immediately available funds, as the purchase price for the Bank Assignment, its pro rata portion (based on the Lender Class Commitments) of the outstanding principal amount of the Notes plus any interest or discount on any Commercial Paper outstanding on the Effective Date, in each case to accrue through the then current maturity date of such Commercial Paper (the "CP Purchase Price"); provided, however, that the CP Purchase Price paid by any Bank Lender shall not exceed an amount equal to (x) a fraction, the numerator of which is set out in the Customer Quote Form or Customer Sales InvoiceBank Lender's Lender Class Commitment and the denominator of which is the aggregate Lender Class Commitments of all of the Bank Lenders and (y) 102% of the outstanding principal amount of Commercial Paper on the Effective Date (as to any Bank Lender, the "Maximum Note Commitment Amount"). The Discounted In the event that the Effective Date of any such Bank Assignment is not also a date upon which funds shall be required to repay maturing Commercial Paper which remains outstanding on the Effective Date (each such date a "Tranche End Date"), then the Initial Lender shall hold the CP Purchase Price is paid by any Bank Lender and invest such amounts in Permitted Investments as determined by the Purchase Price applicable if you assign to us Initial Lender. On each Tranche End Date the Small Scale Technology Certificate’s (STCs) which are created Initial Lender shall apply the amounts held by it in respect of the SystemCP Purchase Price to pay such maturing Commercial Paper. (b) You are required On the applicable Tranche End Date, the Initial Lender shall apply the amounts held by this Agreement to assign to us the Small Scale Technology Certificate’s created it in respect of the System without charge and we have agreed to charge the Discounted CP Purchase Price to pay such maturing Commercial Paper. On the last Tranche End Date relating to Commercial Paper outstanding on the basis that Effective Date, the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound Initial Lender shall return to the contract (g) The balance Lessee any proceeds of the Purchase Price (either the Discounted Purchase Price of the Full Purchase Price) must be paid to us on the Installation Date, regardless of (but such investment which are not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Purchase Price. If any meter upgrading is brought to our attention after the installation, you are still required to pay the balance principal and interest or discount due on maturing Commercial Paper. Concurrently with the payment of Purchasethe CP Purchase Price to the Initial Lender, the Initial Lender shall (except as set forth in the preceding sentence) have no further obligations or rights from and after such Effective Date, to the extent of the Bank Assignment being effected on such Effective Date, under the Operative Agreements; provided, further, that following the payment of the CP Purchase Price hereunder by any Bank Lender, any unfunded portion of the Maximum Note Commitment Amount of such Bank Lender shall be terminated.

Purchase Price. On the first Business Day following the Agreement Date, Purchaser shall pay Seller an amount (the “Deposit”) equal to the product of (i) $6,943,463 and (ii) Current Excess Servicing Spread Percentage, without any of the adjustments provided in the Purchase and Sale Agreement for such calculation, as an xxxxxxx money deposit. MSR XII LLC shall act as Purchaser for the Sale Date and for any Subsequent Sale Dates occurring within 90 days following the Sale Date with respect to purchases of current excess servicing spread relating to any Non-Agency Mortgage Loan pursuant to the Purchase and Sale Agreement. For avoidance of doubt, the purchaser for any Subsequent Sale Date occurring after 90 days following the Sale Date will be MSR XIII LLC and not MSR XII LLC, and any related current excess servicing spread shall be sold pursuant to the Current Excess Servicing Spread Acquisition Agreement for Non-Agency Mortgage Loans for MSR XIII LLC and not this Agreement, and MSR XII LLC shall not acquire any interest in such current excess servicing spread. In full consideration for the purchase of the Current Excess Servicing Spread and the rights under the Future Spread Agreement for Non-Agency Mortgage Loans, and upon the terms and conditions of this Agreement, Purchaser shall pay to Seller an amount (the “Base Purchase Price”) equal to the product of (x) the aggregate outstanding principal balance of the Mortgage Loans as of the Cut-Off Date, (y) the Purchase Price Percentage and (z) the Current Excess Servicing Spread Percentage. The Base Purchase Price shall be allocated by the Parties on the Sale Date to reflect the consideration for the purchase of the Current Excess Servicing Spread hereunder (the “Purchase Price”) and the consideration for the rights acquired by Purchaser under the Future Spread Agreement for Non-Agency Mortgage Loans. The Base Purchase Price shall be payable by the Purchaser to the Seller as follows: (a) The Discounted Purchase Price is set out in the Customer Quote Form or Customer Sales Invoice. The Discounted Purchase Price is Deposit shall be payable on the Purchase Price applicable if you assign to us first Business Day following the Small Scale Technology Certificate’s (STCs) which are created in respect of the System. Agreement Date, (b) You are required by this Agreement to assign to us the Small Scale Technology Certificate’s created in respect 50% of the System without charge and we have agreed to charge the Discounted estimated Base Purchase Price net of the portion of the Deposit with respect to the applicable Servicing Agreements shall be payable on the basis that Sale Date or the Small Scale Technology Certificate’s will be assigned to us. Subsequent Sale Date, as applicable and (c) If you want to retain the Small Scale Technology Certificate’s created in respect portion of the System you must advise us in writing Base Purchase Price with respect to the Mortgage Servicing Rights transferred on such Servicing Transfer Date that has not been paid to Seller by Purchaser as of such date, including with respect to Mortgage Loans that have prepaid between either (x) the Sale Date or Subsequent Sale Date, as applicable, and the initial applicable Servicing Transfer Date or (y) two Servicing Transfer Dates pertaining to the same Mortgage Servicing Rights, plus interest thereon at least 5 the Federal Funds Rate for the period from the Sale Date or Subsequent Sale Date, as applicable, to such Servicing Transfer Date or between such Servicing Transfer Dates, shall be payable on the Servicing Transfer Date. The Seller shall deliver the Schedule of Mortgage Loans no later ten (10) Business Days before after the InstallationSale Date and any Subsequent Sale Date, as applicable. In the event there is an adjustment and reconciliation of the Seller’s purchase price pursuant to the terms of Section 3.01(d) of the Purchase and Sale Agreement, the Base Purchase Price shall be subject to a corresponding adjustment and any adjustment amounts (dincluding interest) If you decide shall be paid by Purchaser or the Seller, as applicable, to retain the Small Scale Technology Certificate’s or for other party within ten (10) Business Days from receipt of satisfactory written verification of amounts due. In the event the sale of the Current Excess Servicing Spreads related to any reasons due Servicing Agreement is delayed to your actions (or failure a Subsequent Sale Date with respect to act) which MSR XII LLC is the Small Scale Technology Certificate’s cannot be assigned to us then Purchaser in accordance with the Full terms of the Purchase and Sale Agreement and this Agreement, the Base Purchase Price and not the Discounted Purchase Price will to be payable. (e) If paid hereunder related to the Full Purchase Price is payable but we have for any reason only collected Current Excess Servicing Spreads to be sold on such Subsequent Sale Date shall be paid on such Subsequent Sale Date, in accordance with the Discounted Purchase Price on or before Installationpreceding provisions of this Section 3.01 as if such Subsequent Sale Date were the Sale Date thereunder, you must pay us the balance net of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit portion of the Discounted Purchase Price and/or sign xxxxxxx money deposit set forth in the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound first paragraph of Section 3.01 with respect to the contract (g) The balance of the Purchase Price (either the Discounted Purchase Price of the Full Purchase Price) must be paid to us on the Installation Date, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Purchase Price. If any meter upgrading is brought to our attention after the installation, you are still required to pay the balance of Purchaseapplicable Servicing Agreements.

Purchase Price. On the first Business Day following the Agreement Date, Purchaser shall pay Seller an amount (the “Deposit”) equal to the product of (i) $21,358,151 and (ii) Current Excess Servicing Spread Percentage, without any of the adjustments provided in the Purchase and Sale Agreement for such calculation, as an xxxxxxx money deposit. In full consideration for the purchase of the Current Excess Servicing Spread and the rights under the Future Spread Agreement for FNMA Mortgage Loans, and upon the terms and conditions of this Agreement, Purchaser shall pay to Seller on the Sale Date an amount (the “Base Purchase Price”) equal to the product of (x) the aggregate outstanding principal balance of the Mortgage Loans as of the Cut-Off Date, (y) the Purchase Price Percentage and (z) the Current Excess Servicing Spread Percentage. The Base Purchase Price shall be allocated by the Parties on the Sale Date to reflect the consideration for the purchase of the Current Excess Servicing Spread hereunder (the “Purchase Price”) and the consideration for the rights acquired by Purchaser under the Future Spread Agreement for FNMA Mortgage Loans. The Base Purchase Price shall be payable by the Purchaser to the Seller as follows: (a) The Discounted Purchase Price is set out in the Customer Quote Form or Customer Sales Invoice. The Discounted Purchase Price is Deposit shall be payable on the Purchase Price applicable if you assign to us first Business Day following the Small Scale Technology Certificate’s (STCs) which are created in respect of the System. Agreement Date, (b) You are required by this Agreement to assign to us the Small Scale Technology Certificate’s created in respect 50% of the System without charge and we have agreed to charge the Discounted estimated Base Purchase Price net of the Deposit shall be payable on the basis that the Small Scale Technology Certificate’s will be assigned to us. Sale Date and (c) If you want to retain the Small Scale Technology Certificate’s created in respect portion of the System you must advise us in writing Base Purchase Price with respect to the Mortgage Servicing Rights transferred on such Servicing Transfer Date that has not been paid to Seller by Purchaser as of such date, including with respect to Mortgage Loans that have prepaid between either (x) the Sale Date and the initial applicable Servicing Transfer Date or (y) two Servicing Transfer Dates pertaining to the same Mortgage Servicing Rights, plus interest thereon at least 5 the Federal Funds Rate for the period from the Sale Date to such Servicing Transfer Date or between such Servicing Transfer Dates, shall be payable on the Servicing Transfer Date. The Seller shall deliver the Schedule of Mortgage Loans no later ten (10) Business Days before after the InstallationSale Date. (d) If you decide to retain In the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price event there is an adjustment and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance reconciliation of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound Seller’s purchase price pursuant to the contract (gterms of Section 3.01(d) The balance of the Purchase Price (either and Sale Agreement, the Discounted Base Purchase Price of the Full Purchase Priceshall be subject to a corresponding adjustment and any adjustment amounts (including interest) must shall be paid by the Purchaser or the Seller, as applicable, to us on the Installation Date, regardless other party within ten (10) Business Days from receipt of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion satisfactory written verification of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Purchase Price. If any meter upgrading is brought to our attention after the installation, you are still required to pay the balance of Purchaseamounts due.

Purchase Price. Such purchase and sale shall be made by execution and delivery by the applicable Secured Creditors of an Assignment Agreement in the form attached to the First Lien Loan Agreement. Upon the date of such purchase and sale, the Second Lien Creditors purchasing the First Lien Obligations shall (a) The Discounted Purchase Price is set out pay to the First Lien Agent for the benefit of the First Lien Creditors as the purchase price therefor the sum of the full amount of all the First Lien Obligations then outstanding and unpaid (including principal, interest, fees, indemnities and expenses, including reasonable attorneys’ fees and legal expenses and Hedging Obligations), (b) furnish cash collateral to the First Lien Agent with respect to the outstanding First Lien Letter of Credit Obligations in such amounts as are required under the Customer Quote Form First Lien Loan Agreement as in effect on the date hereof and (c) agree to reimburse the First Lien Creditors for any loss, cost, damage or Customer Sales Invoiceexpense (including reasonable attorneys’ fees and legal expenses) in connection with any checks or other payments provisionally credited to the First Lien Obligations, and/or as to which the First Lien Creditors have not yet received final payment. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account of the First Lien Agent in New York, New York, as the First Lien Agent may designate in writing to the Second Lien Creditors for such purpose. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the Second Lien Creditors to the bank account designated by the First Lien Agent are received in such bank account prior to 1:00 p.m., New York City time and interest shall be calculated to and including such Business Day if the amounts so paid by the Second Lien Creditors to the bank account designated by the First Lien Agent are received in such bank account later than 1:00 p.m., New York City time. The Discounted Purchase Price is First Lien Agent may apply any or all of such cash collateral to the Purchase Price applicable if you assign to us the Small Scale Technology Certificate’s (STCs) which are created payment of any reimbursement or similar obligations in respect of First Lien Letter of Credit Obligations. Upon payment in full of such obligations and termination of all First Lien Letter of Credit Obligations, the System. (b) You are required by this Agreement to assign to us the Small Scale Technology Certificate’s created in respect of the System without charge and we have agreed to charge the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for First Lien Agent shall deliver any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound remaining cash collateral to the contract (g) The balance of Second Lien Creditors purchasing the Purchase Price (either the Discounted Purchase Price of the Full Purchase Price) must be paid to us on the Installation Date, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Purchase Price. If any meter upgrading is brought to our attention after the installation, you are still required to pay the balance of PurchaseFirst Lien Obligations.

Purchase Price. During the Contract Term, the per pound price for PGP Product (a“PGP Price”) The Discounted Purchase Price is set out and CGP Product (“CGP Price”), as applicable, will be determined as follows: Each Month the Parties shall enter into good faith negotiations in an attempt to arrive at a reference price (the “PGP Reference Price” for PGP and the “CGP Reference Price” for CGP) for the Month in which deliveries are being made, which reference price accurately reflects the price generally accepted by buyers and sellers of large volumes of pipeline delivered Product in the Customer Quote Form Gulf Coast region (excluding all discounts or Customer Sales Invoiceallowances) during such Month. The Discounted Purchase If the Parties fail to agree on a particular reference price prior to the end of a Month, then absent any mutual agreement by the Parties to extend negotiations for the Month in which the reference price is being negotiated, the PGP Reference Price for such Month will equal the “PG Propylene Contract, Benchmark” price as published Monthly by CMAI in the Monomers Market Report in cents per pound for the Month of delivery, and the CGP Reference Price for such Month will equal the “CG Propylene Contract. Benchmark” price as published Monthly by CMAI in the Monomers Market Report in cents per pound for the Month of delivery. Once the PGP Reference Price and the CGP Reference Price, as applicable, have been determined, the PGP Price and CGP Price, as applicable, shall equal the applicable reference price reduced by a discount of ***** (*****%); provided, however: (i) for the time period from the Commencement Date through forty-two (42) Months following the Commencement Date (the “Initial Period”), such discount will be capped at $***** per pound, and (ii) for the time period from the first day following the conclusion of the Initial Period, through December 31, 2014 (or any additional period of time by which the Contract Term may be extended beyond December 31, 2014) such discount will be capped at $***** per pound. For example: For the Month of October 2008, (i) the “PG Propylene Contract, Benchmark” price was $***** per pound and the PGP Price (applying a discount of $***** per pound) would have been $***** per pound: (ii) the “CG Propylene Contract. Benchmark” price was $***** per pound, and the CGP Price (applying a discount of $***** per pound) would have been $***** per pound. If for any given Month the Parties are unable to agree on either the PGP Reference Price or the CGP Reference Price and CMAI fails to report either the “PG Propylene Contract, Benchmark” or the “CG Propylene Contract, Benchmark”, as applicable, prior to invoicing, then unless otherwise expressly agreed by the Parties, the applicable reference price for such Month will initially be either the “PG Propylene Contract, Benchmark” or the “CG Propylene Contract, Benchmark”, as applicable, for the immediately preceding Month. Once the appropriate Monthly price is reported by CMAI in the Monomers Market Report, Seller shall promptly reissue the invoice for the Month in question, which invoice shall provide for the appropriate adjustment to reflect the change to the appropriate Monthly price. Any additional amounts owing by Buyer shall be paid within 15 days of the receipt of such invoice and any credits owing to Buyer shall be applied to the next invoice delivered by Seller. If in any given Month the Parties are unable to agree on either the PGP Reference Price or the CGP Reference Price and a range of prices are reported by CMAI for such Month for the applicable benchmark, then the applicable CMAI price to be used hereunder for calculating the Purchase Price applicable if you assign to us shall equal the Small Scale Technology Certificate’s (STCs) which are created in respect arithmetic average of the SystemCMAI listed benchmark prices for the applicable Product. (b) You In the event the CMAI Monomers Market Report ceases publication or ceases to be published Monthly or the benchmark prices needed to calculate either the PGP Reference Price or the CGP Reference Price are required by this Agreement to assign to us the Small Scale Technology Certificate’s created in respect of the System without charge and we have agreed to charge the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s no longer provided or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us no longer reflect actual market conditions, then the Full Purchase Price and not the Discounted affected Purchase Price will be payable. (e) If based upon an alternative index price which most closely approximates the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance subject index as of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit Commencement Date of the Discounted Purchase Price and/or sign the Customer Quote Form prior this Contract and is mutually agreeable to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound to the contract (g) The balance of the Purchase Price (either the Discounted Purchase Price of the Full Purchase Price) must be paid to us on the Installation Date, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Purchase Price. If any meter upgrading is brought to our attention after the installation, you are still required to pay the balance of Purchaseboth Parties.

Purchase Price. (a) The Discounted Purchase Price is set out in In full consideration for the Customer Quote Form or Customer Sales Invoice. The Discounted Purchase Price is sale of the Mortgage Servicing Rights to be sold pursuant to Section 2.02(a)(i) and subject to the terms and conditions of this Agreement, Purchaser shall pay to the related Seller a sum equal to the Purchase Price applicable if you assign in accordance with this Section 3.01, as follows: (i) On the Sale Date or Subsequent Sale Date, as applicable, Purchaser shall pay to us the Small Scale Technology Certificate’s related Seller a sum equal to fifty percent (STCs50%) which are created in respect of the SystemEstimated Purchase Price (which shall be calculated in accordance with Section 3.01(c)), by wire transfer of immediately available federal funds, to an account designated by such Seller. (bii) You are required by this Agreement On the date five (5) Business Days following the applicable Servicing Transfer Date, Purchaser shall pay to assign the related Seller a sum equal to us the Small Scale Technology Certificate’s created in respect portion of the System without charge and we have agreed to charge the Discounted Purchase Price on that has not been paid to such Seller by Purchaser as of such date (which shall be calculated in accordance with Section 3.01(c)), including with respect to Mortgage Loans that have prepaid or otherwise liquidated between the basis that Sale Date or Subsequent Sale Date and the Small Scale Technology Certificate’s will be assigned applicable Servicing Transfer Date, less the Document Holdback, to usan account designated by such Seller. (ciii) If you want Solely with respect to retain Mortgage Loans that are not Subserviced Mortgage Loans, Purchaser shall hold back from the Small Scale Technology Certificate’s created in respect of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound amount paid to the contract related Seller in accordance with Section 3.01(a)(ii) an amount equal to ten percent (g10%) The balance of the Purchase Price (either the Discounted Purchase Price “Document Holdback”). Within sixty (60) days following the applicable Servicing Transfer Date, Purchaser shall deliver or cause to be delivered to such Seller a list identifying any missing Mortgage Loan Documents with respect to the related Mortgage Loans that are necessary to service the Mortgage Loans, and, with respect to any Mortgage Loan that is not a Subserviced Mortgage Loan, any missing documents from the related Credit and Servicing File that Purchaser reasonably believes are required for Purchaser to servicing such Mortgage Loans in accordance with Applicable Requirements (“Missing Documents”). Purchaser shall pay the Document Holdback to such Seller on a loan level, pro rata basis on the last Business Day of each month (beginning on the last day of the Full Purchase Pricemonth in which the date ninety (90) must days after the applicable Servicing Transfer Date occurs) for each such Mortgage Loan that has been fully prepaid or been liquidated or with respect to which Purchaser has received all of the Missing Documents identified on such list, to include each such Mortgage Loan with respect to which Purchaser has not identified any Missing Documents on such list, provided, however, that the Document Holdback with respect to any such Mortgage Loan shall be paid to us no later than one-hundred twenty (120) days after the applicable Servicing Transfer Date. In the event any Missing Documents identified on such list are not received within one-hundred twenty (120) days following the Installation applicable Servicing Transfer Date, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at Purchaser may deduct from the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Purchase Price. If Document Holdback any meter upgrading is brought to our attention after the installation, you are still required amount it reasonably estimates necessary to pay the out of pocket costs associated with creating or obtaining any such Missing Documents, and provide such Seller with reasonable documentation of such estimates. Purchaser shall provide the related Seller loan-level reports with each payment detailing the outstanding Missing Documents as well as the Mortgage Loans paid off or liquidated. Except as set forth in Section 11.03(a), Purchaser shall not have any right to offset against the Document Holdback amounts due from such Seller to Purchaser pursuant to any other provision of this Agreement or under any Transaction Document or other agreement between the Parties, or otherwise due or alleged to be due from such Seller to Purchaser. (b) No later than three (3) Business Days prior to the Sale Date or Subsequent Sale Date, the related Seller shall complete and provide to Purchaser, the (i) the preliminary Mortgage Loan Schedule and (ii) the Estimated Purchase Price Computation Worksheet setting forth the Estimated Purchase Price, in the form of Exhibit A-1 and based on information regarding the Mortgage Loans as of the previous month-end trial balance that is included in the preliminary Mortgage Loan Schedule. (c) No later than three (3) Business Days after the Sale Date or Subsequent Sale Date, the related Seller shall complete and provide to Purchaser, the (i) final Mortgage Loan Schedule and (ii) the Purchase Price Computation Worksheet setting forth such Seller’s computation of Purchasethe Purchase Price, in the form of Exhibit A-2 and based on information regarding the Mortgage Loans as of the Sale Date or Subsequent Sale Date that is included in the final Mortgage Loan Schedule. (d) In the event the sale of the Purchased Assets related to any Servicing Agreement is delayed to a Subsequent Sale Date in accordance with Section 2.02(a)(ii), additional Estimated Purchase Price Computation Worksheet(s) and Purchase Price Computation Worksheet(s) related to the Purchased Assets to be sold on such Subsequent Sale Date shall be delivered, and the portions of the Estimated Purchase Price and Purchase Price to be paid hereunder related to the Purchased Assets to be sold on such Subsequent Sale Date shall be paid, in accordance with the preceding provisions of this Section 3.01 as if such Subsequent Sale Date were the Sale Date thereunder. Section 3.02

Purchase Price. (ai) The Discounted (i) In full consideration for the transfer of Duke's DII Shares and the Sellers' DCI partnership interests, Penton will deliver and pay to Sellers a total purchase price of up to $150 million in cash (the Purchase Price is set out in the Customer Quote Form or Customer Sales InvoicePrice). The Discounted Purchase Price is the Purchase Price applicable if you assign to us the Small Scale Technology Certificate’s (STCs) which are created in respect of the System. (b) You are required by this Agreement to assign to us the Small Scale Technology Certificate’s created in respect of the System without charge and we have agreed to charge the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected in two parts as follows: (1) at Closing, Penton will pay to the Discounted Purchase Price Sellers $100 million in cash, subject to the adjustment provided in section 2(g)(i) below (the Cash Payment), by wire transfer or delivery of other immediately available funds and (2) Contingent Payments of up to $50 million, if earned, due over a period following Closing as described in this section 2(c). The Contingent Payments consist of a Revenue Contingent Payment and an EBITDA Contingent Payment, each defined below, to be paid by Penton, if earned, on or before InstallationMarch 31 following the end of each of the calendar years 2000, you must pay us 2001 and 2002 (each, a "Yearly Contingent Payment Period" and collectively the "Contingent Payment Period,") and in accordance with the procedures set forth in this section 2(c). The Parties agree that the consideration for the DII Shares consists solely of a portion of the Cash Payment and none of the Contingent Payments. The consideration for the DCI interests is the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit Cash Payment and all of the Discounted Purchase Price and/or sign the Customer Quote Form prior to InstallationContingent Payments. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound to the contract (g) The balance final allocation of the Purchase Price among the Sellers shall be determined in a writing executed by all Sellers and Penton on or before two business days before the Closing Date. The Sellers will, at Closing, assign their rights to receive the Contingent Payments to a newly formed limited liability company (either the Discounted Purchase Price New LLC) that will be wholly owned by Sellers. Penton shall pay all Contingent Payments, if earned, by wire transfer to New LLC. Sellers acknowledge that payment of the Full Purchase PriceContingent Payment to New LLC pursuant to this section 2(c) must be paid to us on the Installation Date, regardless is in complete satisfaction of (but not limited toPenton's obligations under this section 2(c) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Purchase Price. If any meter upgrading is brought to our attention after the installation, you are still required to pay the balance Purchase Price to Sellers. Any Contingent Payment that is not paid when due shall accrue interest from the due date until paid at the Applicable Rate; PROVIDED, HOWEVER, that, if the amount of Purchaseany Contingent Payment is in dispute, it will not be

Purchase Price. (a) The Discounted Purchase Price is set out in purchase price for Infinity Shares shall be composed of the Customer Quote Form or Customer Sales Invoice. The Discounted Purchase Price is Cash Portion of the Purchase Price applicable if you assign to us Price, the Small Scale Technology Certificate’s (STCs) which are created in respect of the System. (b) You are required by this Agreement to assign to us the Small Scale Technology Certificate’s created in respect of the System without charge and we have agreed to charge the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound to the contract (g) The balance Stock Portion of the Purchase Price and the Earned Payout Amount. The Buyer agrees to pay to the Sellers in the aggregate the sum of (either i) $2,234,000 (to be increased dollar for dollar by the Discounted amount of the adjustment, if any, set forth in SECTION 2(E)) in cash (the "CASH PORTION OF THE PURCHASE PRICE"); and (ii) $3,627,000 in the form of Buyer's Shares (the "STOCK PORTION OF THE PURCHASE PRICE") equal to $3,627,000 divided by the ACG Market Price at Closing (as hereinafter defined), all in exchange for the Infinity Shares to be purchased by Buyer pursuant to the terms hereof. The "ACG MARKET PRICE AT CLOSING" shall be $19.50. The Cash Portion of the Purchase Price shall be paid by Buyer to Sellers at the Closing by wire transfer of immediately available funds to an account designated by Sellers on SCHEDULE 2(B). The Stock Portion of the Full Purchase Price shall be issued by Buyer to Sellers at the Closing by the delivery of stock certificates; PROVIDED that each Seller enters into an equity purchase agreement in the form attached hereto as EXHIBIT A. The sum of the Cash Portion of the Purchase Price) must , the Stock Portion of the Purchase Price and the Earned Payout Amount shall be paid referred to us on as the Installation Date, regardless "PURCHASE PRICE." Each of (but not limited toi) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% Cash Portion of the balance Purchase Price. If any meter upgrading is brought to our attention after Price and (ii) the installation, you are still required to pay Stock Portion of the balance of PurchasePurchase Price shall be allocated among Sellers in dollar amounts determined pro rata in accordance with the ALLOCATION SCHEDULE.

Purchase Price. Subject to the adjustments hereinafter set forth, the purchase price (athe “Purchase Price”) The Discounted to be paid to Sellers by Buyer for the Membership Interests shall be Thirty Million One Hundred Fifty Thousand and No/100 Dollars ($30,150,000.00) (the “Purchase Price is set out in the Customer Quote Form or Customer Sales InvoicePrice”). The Discounted Purchase Price is Sellers and Buyer acknowledge and agree that the Purchase Price applicable if you assign to us was determined by taking the Small Scale Technology Certificate’s (STCs) which are created in respect average of the System. (b) You are required by this Agreement to assign to us the Small Scale Technology Certificate’s created in respect fair market value of the System without charge Property established by two independent appraisals of the Property (the “Appraisals”) commissioned by Buyer and we have agreed to charge conducted by CB Rxxxxxx Xxxxx and Cxxxxxx & Wxxxxxxxx (collectively, the Discounted Purchase Price on the basis ‘Appraisers”). Sellers acknowledge and agree that the Small Scale Technology Certificate’s will Company shall be assigned to us. solely responsible for the payment of any pre-payment penalty under the existing indebtedness (cthe “Existing Indebtedness”) If you want to retain of Principal Life Insurance Company and Wachovia Bank, National Association (collectively, “Lender”) encumbering the Small Scale Technology Certificate’s created in respect of Property, and such pre-payment penalty shall be deducted from the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted paid to Lender as a disbursement on Sellers’ behalf at Closing. The Purchase Price will shall be payable, as adjusted for the prorations and other payments and credits specified in this Contract, by wire transfer of immediately available U.S. Federal Funds at Closing through the Title Company to an account designated in writing by Sellers. Sellers and Buyer further agree that Sellers shall, on the date which is one year after the Closing Date (e) If the Full Purchase Price is payable but we “Earn Out Date”), have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance two independent appraisals of the Full Purchase Price on demand. (f) To proceed with Property conducted by the Quote, you must pay a 10% deposit Appraisers for the purpose of determining the fair market value of the Discounted Property as of the Earn Out Date. In the event the average of the fair market value of the Property on the Earn Out Date (the “Earn Out Value”) established by such appraisals of the Property is higher than the Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paidPrice, you give Captain Xxxxx the authority to install the system, and are liable and bound Sellers shall receive cash equal in value to the contract (g) The balance of difference between the Purchase Price and the Earn Out Value (either the Discounted Purchase Price “Earn Out Payment”). Provided, however, in the event that Buyer incurs out-of-pocket damages, costs and expenses (including, without limitation, reasonable attorneys’ fees actually incurred and court costs) after the Closing arising out of the Full Purchase Pricebreach by Sellers’ of (i) must their representations and warranties in Section 4 herein, or (ii) any surviving indemnity of Sellers’ described herein, including, without limitation, those contained in Section 20 herein, the amount of such damages, costs and expenses incurred by Buyer shall be deducted from the Earn Out Payment due Sellers by Buyer. Sellers and Buyer shall each pay one-half of the cost of such appraisals. Sellers and Buyer covenant and agree that their agreement to sell and purchase the Membership Interests, respectively, together with Sellers’ and Buyer’s other covenants contained herein, including, without limitation, Sellers’ covenants in Section 7 herein and Buyer’s out-of-pocket expenses to be paid (i) to us on Buyer’s attorneys in connection with the Installation Datenegotiation of this Contract and matters related thereto, regardless (ii) to any prospective lender as an application or commitment fee, (iii) to CB Rxxxxxx Xxxxx and Cxxxxxx & Wxxxxxxxx for the Appraisals, and (iv) to unrelated and unaffiliated third party consultants in connection with the performance of (but not limited to) connection examinations, inspections and/or investigations pursuant to Network Electricity Gridthis Contract, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel constitutes good and inverter installation. If the panels are installed valuable consideration and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Purchase Price. If any meter upgrading is brought to our attention after the installation, you are still required to pay the balance of Purchasemutuality under this Contract.

Purchase Price. The Conventional Loan Purchase Price for the Seller to sell the Servicing Rights for each Existing Conventional Loan shall be the product of (a) The Discounted the percentage set forth on Exhibit A hereto and identified as the Servicing Rights Purchase Price is set out in Percentage for such Loan (the Customer Quote Form or Customer Sales Invoice. The Discounted "Conventional Loan Servicing Rights Purchase Price is the Purchase Price applicable if you assign to us the Small Scale Technology Certificate’s (STCsPercentage") which are created in respect of the System. and (b) You are required by this Agreement to assign to us the Small Scale Technology Certificate’s created in respect aggregate outstanding principal balance of such Existing Conventional Loan as of the System without charge and we have agreed to charge the Discounted Cut-Off Date. The Conventional Loan Purchase Price for the Seller to sell the Excess Yield for each Existing Conventional Loan shall be the product of (a) the percentage set forth on Exhibit A hereto and identified as the basis that Excess Yield Purchase Price Percentage for such Loan (the Small Scale Technology Certificate’s will be assigned to us. "Conventional Loan Excess Yield Purchase Price Percentage") and (cb) If you want to retain the Small Scale Technology Certificate’s created in respect aggregate outstanding principal balance of such Existing Conventional Loan as of the System you must advise us in writing at least 5 Business Days before Cut-Off Date. The FHA Loan Purchase Price for the Installation. Seller to sell the Servicing Rights for each Existing FHA Loan shall be the product of (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to acta) the Small Scale Technology Certificate’s cannot be assigned to us then percentage set forth on Exhibit A hereto and identified as the Full Servicing Rights Purchase Price and not Percentage for such Loan (the Discounted "FHA Loan Servicing Rights Purchase Price will be payablePercentage") and (b) the aggregate outstanding principal balance of such Existing FHA Loan as of the Cut-Off Date. (e) If the Full The FHA Loan Purchase Price is payable but we have for any reason only collected the Discounted Seller to sell the Excess Yield for each Existing FHA Loan shall be the product of (a) the percentage set forth on Exhibit A hereto and identified as the Excess Yield Purchase Price on or before Installation, you must pay us Percentage for such Loan (the "FHA Loan Excess Yield Purchase Price Percentage") and (b) the aggregate outstanding principal balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit such Existing FHA Loan as of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound to the contract (g) The balance of the Purchase Price (either the Discounted Purchase Price of the Full Purchase Price) must be paid to us on the Installation Cut-Off Date, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Purchase Price. If any meter upgrading is brought to our attention after the installation, you are still required to pay the balance of Purchase.

Purchase Price. Subject to the adjustment below, the purchase price at which Option Grantor, as seller, shall sell and the Option Holder, as purchaser, shall purchase the Membership Interests, pursuant to the contract created by the exercise of the Option (the “Purchase Price”) shall be One Hundred Sixty Million Fifty Thousand and No/100 Dollars ($160,050,000.00). The Option Payment also shall be paid to Option Grantor at Closing (in addition to the Purchase Price), and the Option Holder shall receive a credit against the Purchase Price in an amount equal to the interest earned on the Option Payment from the date of deposit with the Title Company through the date of the Closing. The Purchase Price was determined based on the following: (a) The Discounted Purchase Price is set out the lease revenue to be derived for the Original Improvements assuming the office building constructed as part of the Improvements to Lot 3 will contain a net rentable area of 267,949 square feet, and (b) the office buildings constructed as part of the Improvements to Lot 5 will contain a total net rentable area of 331,702 square feet. Within thirty (30) days following the later of the Estimated Original Completion Notice or the Estimated Lot 5 Completion Notice, Option Grantor shall provide Option Holder with a certification of the rentable area of each of the Lot 3 office tower and a certification of the rentable area of the Lot 5 office buildings measured by Cxxxxxxxx Sellers Associates in accordance with “American National Standard ASNI/BOMA Z65.1-1996: Standard Method for Measuring Floor Area in Office Buildings” issued by the Customer Quote Form or Customer Sales InvoiceBuilding Owners and Managers Association International (the “BOMA Standard”). The Discounted Purchase Price is rent under the UOP Lease shall be determined based on the net rentable area of the Lot 3 office tower and the Lot 5 office buildings calculated in accordance with the BOMA Standard, and therefore, the Purchase Price applicable if you assign shall be adjusted at closing to us equal (i) the Small Scale Technology Certificate’s (STCs) which are created in respect rentable area of the System. Lot 3 office tower as set forth in such certification multiplied by $264.23 US dollars plus (bii) You are required by this Agreement to assign to us the Small Scale Technology Certificate’s created in respect rentable area of the System without charge and we have agreed to charge the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created Lot 5 office buildings as set forth in respect of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that such certification multiplied by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound to the contract (g) The balance of the Purchase Price (either the Discounted Purchase Price of the Full Purchase Price) must be paid to us on the Installation Date, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Purchase Price. If any meter upgrading is brought to our attention after the installation, you are still required to pay the balance of Purchase$269.07 US dollars.

Purchase Price. Merial shall pay to AspenBio an amount equal to 33% of Invoiced Sales Price, which, for purposes of this Agreement, shall mean, as applicable, either (a) for Product sold by Merial distributors, the gross price listed on the invoice, before rebates, credits, discounts or other deductions, or (b) for direct sales by Merial (meaning sales using distribution channels other than a third party distributor) to veterinary clinic customers, the net invoice price on which Merial bills and seeks collection from such customers ("Purchase Price"). The Discounted minimum Purchase Price in the United States shall be [*] per unit of Product and outside of the United States shall be [*] per unit of Product; provided, however, if a Competing Technology is introduced in the United States, then from that date through the end of the Term the minimum Purchase Price will no longer be applicable (the "Fluctuating Minimum Purchase Price Period"). During the Fluctuating Minimum Purchase Price Period, Merial shall provide to AspenBio within 45 days after the close of each quarter a report of the average Purchase Price (calculated under this Section 5.2 from sales in all countries using foreign currency conversion rates as of the time such conversions are determined for Merial's internal accounting purposes) for the most recently completed quarter (the "Trailing Average Purchase Price") covered by the report. If after the beginning of the Fluctuating Minimum Purchase Price Period the Trailing Average Purchase Price is set out less than [*] per unit of Product (a "Low Purchase Price") for any two successive calendar quarters, then AspenBio may, at its option, terminate this Agreement by written notice within 45 days of receiving any report referenced in the Customer Quote Form or Customer Sales Invoice. The Discounted Purchase Price is preceding sentence that discloses the Purchase Price applicable if you assign to us the Small Scale Technology Certificate’s (STCs) which are created in respect second successive calendar quarter of the System. (b) You are required by this Agreement to assign to us the Small Scale Technology Certificate’s created in respect of the System without charge and we have agreed to charge the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound to the contract (g) The balance of the Purchase Price (either the Discounted Purchase Price of the Full Purchase Price) must be paid to us on the Installation Date, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Low Purchase Price. If any meter upgrading is brought AspenBio elects to our attention terminate this Agreement pursuant to this Section 5.2 within 3 years after the installationLaunch Date, you are still required then AspenBio shall pay to Merial all monies paid by Merial to AspenBio under Section 5.1 on a prorata basis according to the following formula: (The amounts paid by Merial under Section 5.1) times the following ratio: (number of months remaining until 36 months after the initial Launch Date) divided by 36 months. AspenBio shall pay such monies pursuant to a promissory note (to be negotiated by the balance parties in good faith) at the prevailing interest rate on a monthly basis in equal installments over the time remaining of Purchasethe 3 year period after the Launch Date. During the Fluctuating Minimum Purchase Price Period, the minimum Purchase Price shall be no less than [*].

Purchase Price. (a) The Discounted On the Initial Purchase Price is set out in Date and each Workday thereafter until the Customer Quote Form or Customer Sales Invoice. The Discounted Purchase Price is Originator Termination Date for the Purchase Price applicable if you assign Originator, the Company shall pay to us the Small Scale Technology Certificate’s Originator a purchase price for each Purchased Receivable (STCsother than an Excluded Receivable) which are created in respect of the SystemOriginator (and not previously sold to the Company hereunder) equal to the outstanding balance of such Purchased Receivable in existence on the Determination Date for such Receivable. (b) You are Such purchase price shall be paid through two methods. First, the Company may pay to the Originator a portion of such purchase price by transferring to the Originator monies then held by the Company, solely to the extent such monies do not constitute Collections required by this to be distributed to the Agent under the Receivables Sale Agreement to assign to us the Small Scale Technology Certificate’s created in respect or necessary as part of a reserve for liabilities of the System without charge and we have agreed Company established by the Company in its sole judgment. Second, the Company shall pay the remaining purchase price by crediting to charge the Discounted Subordinated Note such remaining amount of the purchase price payable to the Originator. On the Initial Purchase Price Date, at least $5,000,000 of the purchase price payable to the Originator on the basis Initial Purchase Date shall so be credited to the Subordinated Note. On each Monthly Settlement Date occurring after the Initial Purchase Date, the difference between (x) the total purchase price payable for all Purchased Receivables originated during the Settlement Period ending on such Monthly Settlement Date that were not in existence on the Initial Purchase Date and (y) the amount of such purchase price paid in cash during that Settlement Period shall be credited to the Subordinated Note. For any Settlement Period that the Small Scale Technology Certificate’s will amount of such cash payments to the Originator exceeds the aggregate purchase price payable for Purchased Receivables during the Settlement Period, such excess shall be assigned applied on the Monthly Settlement Date for such Settlement Period to us. (c) If you want to retain reduce the Small Scale Technology Certificate’s created in respect principal amount of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound to the contract (g) The balance of the Purchase Price (either the Discounted Purchase Price of the Full Purchase Price) must be paid to us on the Installation Date, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Purchase Price. If any meter upgrading is brought to our attention after the installation, you are still required to pay the balance of PurchaseSubordinated Note.

Purchase Price. On the Purchase Date, the Electing Purchaser(s) shall pay to the Topaz Minority Member, in consideration for the Topaz Minority Member Interest, an amount of Cash (athe "TOPAZ PURCHASE PRICE") The Discounted that is equal to the excess of (x) the fair market value of the Topaz Minority Member Interest as of the Applicable Notice Date, which fair market value shall be presumed to be the Topaz Value as of the Applicable Notice Date (unless an Appraised Value Election has been made, in which case such fair market value shall be presumed to be the Appraised Price of the Topaz Minority Member Interest), over (y) the product of (I) the Topaz Percentage and (II) all repayments of and proceeds of, and all interest and earnings on, Financial Investments to the extent paid in Cash into the Account during the period from the Applicable Topaz LLC Agreement Notice Date to (and including) the Purchase Date and not otherwise taken into account in the calculation of Topaz Value or Appraised Price, as the case may be. In addition, as a condition to the purchase of the Topaz Minority Member Interest on the Purchase Date, Topaz shall pay all Administrative Expenses and New Administrative Expenses then due and owing (to the extent such expenses are invoiced and notice thereof has been given to Garnet or Topaz at least three Business Days prior to the Purchase Date) to the extent not paid by Garnet, El Paso or any other Person on or prior to the Purchase Date. Notwithstanding the foregoing, the Topaz Minority Member may make an Appraised Value Election by delivering written notice of such election to the Electing Purchaser(s) no later than ten Business Days following the Applicable Notice Date; provided, however, that the Topaz Minority Member shall not be permitted to make an Appraised Value Election hereunder unless it simultaneously makes an Appraised Value Election under the Diamond LLC Agreement with respect to its Diamond Class A Member Interest; and provided, further, that (i) any such election by the Topaz Minority Member shall be irrevocable upon delivery of such notice by the Topaz Minority Member, (ii) the General Appraisal Procedures shall be implemented, (iii) the Topaz Minority Member shall pay and assume liability for, and indemnify the other Members and the Electing Purchaser(s) against, all fees, costs and expenses in any way relating to or arising out of the General Appraisal Procedures, including all fees and expenses of all of the appraisers engaged in connection therewith and (iv) the Electing Purchaser(s) shall be obligated to pay the Topaz Value on the Purchase Date, and the remainder of the Topaz Purchase Price (or, if the Topaz Purchase Price is set out in less than the Customer Quote Form or Customer Sales Invoice. The Discounted Purchase Price is amount paid on the Purchase Price applicable if you assign to us the Small Scale Technology Certificate’s (STCs) which are created Date, a rebate in respect of the System. (bthereof) You are required by this Agreement to assign to us the Small Scale Technology Certificate’s created in respect of the System without charge and we have agreed to charge the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound to the contract (g) The balance of the Purchase Price (either the Discounted Purchase Price of the Full Purchase Price) must shall be paid to us on the Installation DateTopaz Minority Member (or Electing Purchaser(s), regardless of (but not limited toas the case may be) connection to Network Electricity Grid, thirdthrough the post-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Purchase Price. If any meter upgrading is brought to our attention after the installation, you are still required to pay the balance of Purchaseclosing adjustments described in Section 11.2(h).

Purchase Price. (a) The Discounted Purchase Price is set out in of the Customer Quote Form or Customer Sales InvoiceLeased Assets was agreed between Chengtong Financial Leasing and the Lessee with reference to the appraised value of the Leased Assets as at 8 May 2023 which amounted to approximately RMB150.71 million (equivalent to approximately HK$162.77 million) as assessed by way of cost method by an independent PRC valuer. The Discounted Purchase Price is the Purchase Price applicable if you assign to us the Small Scale Technology Certificate’s (STCs) which are created in respect of the System. (b) You are required by this Agreement to assign to us the Small Scale Technology Certificate’s created in respect of the System without charge and we have agreed to charge the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If satisfied by the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance general working capital of the Full Purchase Price on demandGroup. (f) To proceed with Legal title Chengtong Financial Leasing owns the Quote, you must pay a 10% deposit legal title of the Discounted Purchase Price and/or sign Leased Assets during the Customer Quote Form prior Lease Term. Lease payment The total amount of lease payment over the Lease Term is estimated to Installationbe approximately RMB165.16 million (equivalent to approximately HK$178.37 million) which shall be paid by the Lessee to Chengtong Financial Leasing in sixteen (16) instalments payable quarterly during the Lease Term. You agree that by signing The total amount of lease payment represents the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx sum of the authority to install lease principal amount (being the system, and are liable and bound to the contract (g) The balance total amount of the Purchase Price to be paid by Chengtong Financial Leasing) and the lease interest which is calculated on the then outstanding lease principal amount with a floating interest rate to be determined at a fixed premium over the LPR from time to time. The lease interest rate will be subject to review on 1 January every year. In the event that the LPR changes, the lease interest rate will be adjusted to a rate at the aforesaid fixed premium over the new LPR, except in the case where the Lessee has an overdue lease payment and has not paid all overdue payments and liquidated damages, the interest rate to be applied will not be adjusted when the LPR is reduced. The interest rate (either including the Discounted Purchase Price applicable LPR and the premium) applicable to the Sale and Leaseback Arrangement has been agreed between the parties after arm’s length negotiation taking into account a number of factors, such as the amount of lease principal, the lease term, the overall return rate attained by the Group taking into account the amount of lease interests, the prevailing market conditions and the movement of the Full Purchase PriceLPR. Xxxxxx’s right to repurchase the Leased Assets Upon the Lessee having paid all the lease payments and other payables (if any) must be paid to us Chengtong Financial Leasing in accordance with the terms of the Sale and Leaseback Agreements, the Lessee shall have the right to repurchase the Leased Assets under the Sale and Leaseback Agreements at a nominal consideration of RMB1.00. Credit enhancement measures Depending on the Installation Dateoverall risks associated with a sale and leaseback arrangement, regardless Chengtong Financial Leasing will request appropriate credit enhancement measure(s) on a case-by- case basis, such as the payment of (but not limited tosecurity money, the provision of corporate guarantee, receivables pledge and share pledge to safeguard its interests as the lessor. Chengtong Financial Leasing will monitor, among others, the financial conditions of the lessee(s) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed security provider(s) from time to no fault of Captain Green Solar, you are required time and may request the lessee(s) to make 80% of the balance Purchase Price. If any meter upgrading is brought to our attention after the installation, you are still required to pay the balance of Purchaseprovide further security as and when Chengtong Financial Leasing considers necessary.

Purchase Price. Subject to the terms of this Addendum 4, from the Effective Date until 5:00 p.m. Pacific time on June 17, 2016 (the "Additional Offering Period"), Optionee, or its Nominees, shall have the one (1) time right to purchase individual Residential Lots, based upon an overall value for the Retained Residential Lots, after applying the thirty-five percent (35%) discount provided for in the Option Agreement, equal to the sum of the individual lot values provided in the New Schedule (defined below) (the "Purchase Price"), in all cash, and in one (1) single closing. Optionee acknowledges receipt of that certain document entitled "Confidential Additional Discretionary Sale Schedule of Residential Lot Purchase Prices" (the "New Schedule"), which is incorporated in this Addendum 4 by this reference. The New Schedule contains the "Residential Lot Purchase Price" for each Retained Residential Lot, which was determined by allocating to each Retained Residential Lot a portion of the Purchase Price. With respect to the New Schedule, Optionor and Optionee agree: (a) The Discounted the New Schedule contains a good faith determination by Optionor of the Residential Lot Purchase Price is set out in the Customer Quote Form or Customer Sales Invoice. The Discounted Purchase Price is the Purchase Price applicable if you assign to us the Small Scale Technology Certificate’s (STCs) which are created in respect of the System. for each Retained Residential Lot; and (b) You are required except for the Additional Discretionary Sale contemplated by this Agreement to assign to us Addendum 4, the Small Scale Technology Certificate’s created in respect New Schedule shall not be utilized for any other purpose whatsoever, including, without limitation, as evidence of either Optionor's or Optionee's valuation of Monarch Bay and/or the Retained Residential Lots. Upon the closing of the System without charge Additional Discretionary Sale pursuant to this Addendum 4, or if the Additional Discretionary Sale contemplated by this Addendum 4 is not consummated, the New Schedule shall be of no further force or effect and we have agreed to charge the Discounted Residential Lot Purchase Price for each Retained Residential Lot set forth in the New Schedule shall not be binding on either Optionor or Optionee and/or its Nominees. Except for the basis that respective officers, directors, managers, shareholders, accountants, attorneys, consultants and advisors of Optionor and Optionee and/or as reasonably required in connection with the Small Scale Technology Certificate’s Additional Discretionary Sale contemplated by this Addendum 4, Optionor and Optionee shall use reasonable good faith efforts to maintain in confidence and not to publish or otherwise disclose the contents of the New Schedule. Notwithstanding the foregoing, Optionor and Optionee acknowledge each sublessee of a Retained Residential Lot will be assigned to usprovided with the Residential Lot Purchase Price set forth in the New Schedule for the applicable sublessee's Residential Lot only. (c) If you want to retain Except for the Small Scale Technology Certificate’s created in respect officers and directors of Optionee, none of the System you must advise us in writing at least 5 Business Days before sublessees of Residential Lots shall be permitted to have a copy of the Installation. (d) If you decide New Schedule and/or review the New Schedule, as each sublessee shall be entitled to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Residential Lot Purchase Price and not for the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound to the contract (g) The balance of the Purchase Price (either the Discounted Purchase Price of the Full Purchase Price) must be paid to us on the Installation Date, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Purchase Price. If any meter upgrading is brought to our attention after the installation, you are still required to pay the balance of Purchaseapplicable sublessee's Residential Lot only.

Purchase Price. Subject to adjustment and credits as otherwise -------------- specified in this Agreement, the purchase price (athe "Purchase Price") The Discounted Purchase Price is set out in to be paid by Purchaser to Seller for the Customer Quote Form or Customer Sales InvoiceProperty shall be Twelve Million Two Hundred Ninety-One Thousand Two Hundred and No/100 Dollars ($12,291,200.00). The Discounted Purchase Price is the Purchase Price applicable if you assign to us the Small Scale Technology Certificate’s (STCs) which are created in respect of the System. (b) You are required by this Agreement to assign to us the Small Scale Technology Certificate’s created in respect of the System without charge and we have agreed to charge the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound to the contract (g) The balance amount of the Purchase Price has been determined by Seller and Purchaser based upon the assumption that the annual Base Rent (either as defined in the Discounted Lease) payable by the Tenant under the Lease for the first ten (10) Lease Years (as defined in the Lease) shall be in the amounts set forth on Exhibit "L" attached hereto and by ----------- reference made a part hereof. At the Closing, Purchaser will pay the Purchase Price to Seller by cashier's check or by wire transfer of immediately available federal funds, less the Full Purchase Price) must Xxxxxxx Money to be paid to us Seller at Closing and subject to adjustments and prorations for which provisions are made in this Agreement. In the event all Punch List Items have not been completed and/or corrected as of the date of Closing, or in the event the permanent certificates of use or occupancy or their equivalent have not been issued by the appropriate Governmental Authority with respect to the base building and with respect to the space in the Building to be occupied by Tenant, Seller shall deposit with the Title Company in escrow, such portion of the Purchase Price equal to one hundred fifty percent (150%) of the costs and expenses of completing and/or correcting such Punch List Items, and/or obtaining such permanent certificates of occupancy, as reasonably estimated by the Architect. The amount of the Purchase Price paid by Seller into escrow at Closing shall be paid to Seller by the Title Company upon the completion and/or correction of all such Punch List Items and the receipt by Purchaser of such permanent certificates of occupancy. Seller shall deposit $25,000.00 of the Purchase Price in escrow with the Title Company at Closing to ensure Seller's compliance with Landlord's obligation under Section 2.7 of the Lease to use its reasonable commercial efforts to furnish to Tenant three (3) copies of any and all service contracts, warranties, equipment specifications, manufacturer's information and operating instructions in connection with the Initial Improvements (as that term is defined in the Lease), as the same may be reasonably available to Landlord from its suppliers. Such amount of the Purchase Price paid by Seller into escrow at Closing, including all interest accrued thereon, shall be paid to Seller by the Title Company upon Seller's satisfaction of those obligations. Such escrowed amount, including all interest accrued thereon, shall be paid by Title Company to Purchaser on the Installation Date, regardless of date which is five (but not limited to5) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Purchase Price. If any meter upgrading is brought to our attention months after the installation, you are still required Closing if Seller fails prior to pay the balance of Purchasesuch date to satisfy those delivery obligations.

Purchase Price. (a) The Discounted Purchase Price is set out aggregate consideration for the Purchased Assets shall be an amount in the Customer Quote Form or Customer Sales Invoice. The Discounted Purchase Price is cash and Buyer Common Stock equal to the Purchase Price applicable if you assign to us plus the Small Scale Technology Certificate’s (STCs) which are created in respect assumption by Buyer of the System. (b) You are required by this Agreement Assumed Obligations with respect to assign such Purchased Assets, which aggregate consideration Seller and Buyer independently have determined to us be the Small Scale Technology Certificate’s created in respect fair value of the System without charge and we have agreed to charge the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to usPurchased Assets. (c) If you want to retain the Small Scale Technology Certificate’s created in respect of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted The Purchase Price will be payablepayable forty-one and two-tenths percent (41.2%) in cash (the “Cash Consideration”) and fifty-eight and eight-tenths percent (58.8%) in Buyer Common Stock (the “Stock Consideration”), valued at the Buyer IPO Per-Share Price. For these purposes, the number of shares of Buyer Common Stock to be issued to Seller at Closing shall be based on the anticipated Buyer IPO Per-Share Price, as determined by the lead underwriters in the Buyer IPO and communicated to the Parties prior to Closing. In the event that the actual Buyer IPO Per-Share Price is less than or greater than the anticipated Buyer IPO Per-Share Price used for purposes of determining the number of shares of Buyer Common Stock issued at Closing, immediately prior to Buyer’s election to be treated as a business development company under the 1940 Act and the pricing of the Buyer IPO, Buyer shall issue to, or redeem from, Seller such number of shares of Buyer Common Stock as is necessary to reflect the number of shares to which Seller is entitled based on the actual Buyer IPO Per-Share Price (e) If and Seller expressly consents to Buyer instructing its transfer agent to so reflect the Full redemption and cancellation of such shares of Buyer Common Stock in connection therewith). At the Closing, the Cash Consideration shall be deemed to have been paid to and received by, and shall be the property of, Seller upon delivery of the Cash Consideration into the Cash Escrow Account. The Stock Consideration will be issued to Seller in book entry form. The Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed shall be further adjusted in accordance with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound to the contract (g) The balance of the Purchase Price (either the Discounted Purchase Price of the Full Purchase Price) must be paid to us on the Installation Date, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Purchase Price. If any meter upgrading is brought to our attention after the installation, you are still required to pay the balance of PurchaseSection 3.2.

Purchase Price. (aa)Not later than five Business Days prior to the Closing Date, the Sellers shall prepare and deliver to Buyer a good faith estimated Closing Balance Sheet (the "Estimated Closing Date Balance Sheet") The Discounted Purchase Price is set out and calculation and estimate of the Closing Working Capital (the “Estimated Working Capital”). For ease of preparation, the Estimated Closing Date Balance Sheet and Estimated Working Capital shall be prepared as if the Closing occurred as of the last day of the month prior to the month in which the Customer Quote Form or Customer Sales InvoiceClosing occurs. The Discounted Purchase Price is the Purchase Price applicable if you assign to us the Small Scale Technology Certificate’s (STCs) which are created in respect Estimated Closing Date Balance Sheet, Estimated Working Capital, and each element of the SystemEstimated Working Capital, shall be prepared in accordance with Exhibit F and GAAP (and for the avoidance of doubt if there is an inconsistency between Exhibit F and GAAP, Exhibit F shall prevail) and be accompanied by reasonable supporting detail. (b) You are required by this Agreement to assign to us the Small Scale Technology Certificate’s created in respect Following delivery of the System without charge Estimated Closing Date Balance Sheet and we have agreed Estimated Working Capital, the Sellers shall provide Buyer with reasonable access, during normal business hours upon reasonable notice, and in a manner so as to charge not unduly interfere with the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect normal business operations of the System you must advise us in writing at least 5 Business Days before Sellers, to the Installation. (d) If you decide to retain working papers and the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price books and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance records of the Full Purchase Price on demand. (f) To proceed Sellers used in connection with the Quote, you must pay a 10% deposit Sellers' preparation of the Discounted Purchase Price and/or sign the Customer Quote Form Estimated Closing Date Balance Sheet and Estimated Working Capital. Not later than one (1) Business Day prior to Installation. You agree the Closing, Buyer shall identify any adjustments that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound to the contract (g) The balance of the Purchase Price (either the Discounted Purchase Price of the Full Purchase Price) must be paid to us on the Installation Date, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you it reasonably believes are required to make 80% be made to the Estimated Closing Date Balance Sheet and Estimated Working Capital. Sellers shall consider in good faith any adjustments proposed by Buyer and if Sellers agree with any of the balance Purchase Price. If any meter upgrading is brought proposed adjustments, Sellers shall re-deliver to our attention after Buyer the installation, you are still required to pay the balance of PurchaseEstimated Closing Date Balance Sheet and Estimated Working Capital reflecting such revisions.

Purchase Price. In consideration of the sale, assignment, transfer and conveyance to the Depositor of the Aggregate Receivables and related Transferred Assets, on the terms and subject to the conditions set forth in this Agreement, the Depositor shall, on each Sale Date, pay and deliver to Nationstar, in immediately available funds on the related Sale Date, or otherwise promptly following such Sale Date if so agreed by Nationstar, as receivables seller, and the Depositor, a purchase price (athe “Purchase Price”) The Discounted Purchase Price is set out equal to (i) in the Customer Quote Form case of one Receivable sold, assigned, transferred and conveyed on such Sale Date, the fair market value of such Receivable on such Sale Date or Customer Sales Invoice(ii) in the case more than one Receivable is sold, assigned, transferred and conveyed on such Sale Date, the aggregate of the fair market values of such Receivables on such Sale Date, payable in cash to the extent of funds available to the Depositor. The Discounted Purchase Price is To the extent that the Purchase Price applicable if you assign to us the Small Scale Technology Certificate’s (STCs) which are created in respect of the System. (b) You are required by this Agreement to assign to us Additional Receivables is greater than the Small Scale Technology Certificate’s created in respect cash portion of the System without charge and we have agreed to charge the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us Price, then the Full Purchase Price and not the Discounted Purchase Price will be payableDepositor shall (i) first. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound to the contract (g) The balance such portion of the Purchase Price in the form of a borrowing under the Promissory Note in the form attached hereto as Exhibit A; provided however, that the Depositor may not make any borrowing under the Subordinated Note unless at the time of (either and immediately after) each borrowing thereunder, both before and after the Discounted sale transaction (1) the Depositor’s total assets exceed its total liabilities, (2) the Depositor’s cash on hand is sufficient to satisfy all of its current obligations (other than its obligations under the Subordinated Note and the obligation to pay the Purchase Price Price), (3) the Depositor is adequately capitalized at a commercially reasonable level and (4) the Depositor has determined that its financial capacity to meet its financial commitment under the Subordinated Note is adequate and (ii) second, to the extent the Depositor cannot make a borrowing under the Subordinated Note, accept a contribution to its capital from Nationstar in an amount equal to the remaining unpaid portion of the Full Purchase Price) must be paid to us on the Installation Date, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Purchase Price. If Nationstar is hereby authorized by the Depositor to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any meter upgrading is brought to our attention after obligation of the installation, you are still required to pay Depositor thereunder. Nationstar shall record in its books and records all increases in and payments in reduction of the balance outstanding principal amount of Purchasethe Subordinated Note.

Purchase Price. The aggregate consideration to be paid by Buyer to the Shareholders pursuant to this Agreement (athe "Purchase Price") The Discounted Purchase Price is set out in shall consist of: A cash payment of $2.7 million (the Customer Quote Form "Closing Cash Payment") which shall be made to the Shareholders at the Closing by wire transfer, however, at Buyer's option at Closing or Customer Sales Invoicebefore Closing Buyer may opt to replace $500,000 of the Closing Cash Payment with certificates representing 125,000 shares (the "Buyer's Shares") of Buyer's Common Stock. Such share certificates shall be delivered to the Shareholders at the Closing pursuant to a valid private placement under the Securities Act; A cash payment equal to the good faith determination of the net asset value of the Company's cash, accounts receivable and inventory as of the Closing Date minus the Company's total liabilities (the "Net Asset Amount") as of the Closing Date. Buyer shall have the right to audit the cash, accounts receivable, inventory and total liabilities balances as of the Closing Date. The Discounted Purchase Price is the Purchase Price applicable if you assign to us the Small Scale Technology Certificate’s amount of such cash payment shall be determined in accordance with GAAP consistently applied (STCs) which are created in respect of the System. (b) You are required by this Agreement to assign to us the Small Scale Technology Certificate’s created in respect of the System without charge provided, however, that no reserve shall be made for doubtful accounts receivable, and we have agreed to charge the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will receivable identified in Schedule 10.1 shall be assigned to us. (cthe Shareholders prior to Closing) If you want to retain the Small Scale Technology Certificate’s created in respect and shall be paid within 10 days of the System you must advise us in writing at least 5 Business Days before Closing Date; Within ninety (90) days after the Installation. Closing Date the Parties agree to determine what was the exact Net Asset Amount (dthe "Exact Net Asset Amount") If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit Company as of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound to the contract (g) The balance of the Purchase Price (either the Discounted Purchase Price of the Full Purchase Price) must be paid to us on the Installation Closing Date, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and Exact Net Asset Amount exceeds the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% Net Asset Amount paid as of the balance Purchase PriceClosing Date, then the Buyer shall pay the difference to the Shareholders pro rata within 10 days. If any meter upgrading the Exact Net Asset Amount is brought less than the Net Asset Amount, then the Shareholders shall (on a pro rata basis) refund the difference to our attention Buyer within 10 days. In the event that the Parties are unable to agree upon the Exact Net Asset Amount, said dispute shall be resolved pursuant to Article XI of this Agreement; and Earn-out cash payments, if any, which shall be determined as follows (the "Earn-out Payments"): With respect to the first twelve full calendar months after the installation, you are still required to pay the balance of PurchaseAcquisition Date:

Purchase Price. The Customer is purchasing CCTG’s Managed Services Program under this Agreement for the purchase price outlined in your Agreement. CCTG reserves the right to renegotiate rates based on additions of locations, hardware, software, hardware support requirements, and/or services as well as modify this Agreement (aor any portion thereof) The Discounted Purchase Price is set out with a 30-day notice. Any workstations, laptops or other Microsoft Windows based devices connected to the Network as well as any other device additions may be automatically included in the Customer Quote Form or Customer Sales Invoicenumber of connected and monitored devices and the monthly invoice may be automatically adjusted. The Discounted Purchase Price is the Purchase Price applicable if you assign to us the Small Scale Technology Certificate’s (STCs) which are created Said purchase price shall be paid in respect of the System. (b) You are required by this Agreement to assign to us the Small Scale Technology Certificate’s created in respect of the System without charge and we have agreed to charge the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that monthly installments by signing the Customer Quote Form “Automated Withdraw Authorization Agreement”. A Cheque for any prorated first month and whether or not a 10% deposit has been paidfull second month installment and the “Onboarding Setup Fee” are due upon execution of this Agreement. Each payment thereafter shall be due the first day of each calendar month. Services provided hereunder shall be assessed against this account as provided herein. CHARGES FOR SERVICE Services shall be charged against the account in accordance with the terms and conditions as outlined in your Agreement and the BILLABLE SERVICES AND RATE CARD in this document. Any supplemental services provided by CCTG which are outside the terms of this Agreement, you give Captain Xxxxx the authority to install the system, and are liable and bound shall be charged to the contract Customer as an additional charge in accordance with the terms and conditions as outlined in the BILLABLE SERVICS AND RATE CARD in this document. Any additional billing charges will be invoiced weekly, with payment expected within thirty (g30) days, unless otherwise specified by CCTG. The balance Customer shall, in addition to the other amounts payable under this Agreement, pay all sales and other taxes, federal, provincial, recycling fees or otherwise, however designated which are levied or imposed by reason of the Purchase Price (either services provided pursuant to this Agreement. Without limiting the Discounted Purchase Price of foregoing, the Full Purchase Price) Customer shall promptly pay to CCTG an amount equal to any such taxes actually paid or required to be collected or paid by CCTG. In the event that CCTG does not receive payment from the Company by the due date, interest must be paid on any overdue amount at 2% per month and a $100.00 fee for any automated transactions that fail to us on complete. CCTG reserves the Installation Dateright to refuse or suspend service under this Agreement in the event the Customer has failed to pay any invoice within sixty (60) days of said invoice date, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection whether it is an invoice for services provided under this Agreement or compliance paperworkany other Agreement between the parties. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed WARRANTIES AND DISCLAIMERS CCTG makes and the inverter is not installed to Customer receives no fault warranty, express or implied, and all warranties of Captain Green Solarmerchantability and fitness for a particular purpose are expressly excluded. In no event shall CCTG or any of its directors, you are required to make 80% employees or other representatives be responsible for any special, incidental, indirect, or consequential damages of any kind including, without limitations, those resulting from loss of data, income, profit, and on any theory of liability, arising out of or in connection with the services or use thereof even if it has been advised or has knowledge of the balance Purchase Pricepossibility of such damages. If any meter upgrading The Customer shall assume full responsibility for the overall effectiveness and efficiency of the operating environment in which the Network is brought to our attention after the installation, you are still required to pay the balance of Purchasefunction. CCTG does not guarantee backups will be restorable regardless if test restores have been completed.

Purchase Price. Subject to adjustment and credits as otherwise -------------- specified in this Agreement, the purchase price (athe "Purchase Price") The Discounted Purchase Price is set out in to be paid by Purchaser to Seller for the Customer Quote Form or Customer Sales InvoiceProperty shall be Six Million Seven Hundred Seventy-Nine Thousand and No/100 Dollars ($6,779,000.00). The Discounted Purchase Price is the Purchase Price applicable if you assign to us the Small Scale Technology Certificate’s (STCs) which are created in respect of the System. (b) You are required by this Agreement to assign to us the Small Scale Technology Certificate’s created in respect of the System without charge and we have agreed to charge the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound to the contract (g) The balance amount of the Purchase Price has been determined by Seller and Purchaser based upon the assumptions (either A) that Seller shall cause the Discounted Substantial Completion Date and the Commencement Date under the Lease to occur on or before April 1, 1997 and (B) that the annual Base Rent (as defined in the Lease) payable by the Tenant under the Lease for the first five (5) Lease Years (as defined in the Lease) shall be in an amount not less than $644,000.00. In the event the Substantial Completion Date and the Commencement Date under the Lease do not occur on or before April 1, 1997, for any reason whatsoever other than construction delays caused by Purchaser, the Purchase Price shall be reduced on a per day basis for each day that such events are delayed beyond April 1, 1997, by an amount equal to the difference between $1,764.00 and the actual per diem interest earned on the portion of the Full Purchase PricePrice which is still in escrow on such day as hereinafter provided. In the event the annual Base Rent payable by the Tenant under the Lease for the first five (5) must Lease Years shall be less than $644,000.00, the Purchase Price shall be reduced to an amount calculated by dividing the amount of annual Base Rent payable by the Tenant under the Lease by 0.095. In the event the annual Base Rent payable by Tenant under the Lease for the first five (5) Lease Years shall be more than $644,000.00, the Purchase Price shall be increased to an amount calculated by dividing the amount of annual Base Rent payable by the Tenant under the Lease by 0.095; provided, however, in no event shall the Purchase Price increase by more than $250,000.00. An example to illustrating the application of the foregoing adjustment provisions is set forth on Exhibit "T" and by this reference made a part hereof. ----------- At the Closing, Purchaser will pay to Seller by cashier's check or by wire transfer of immediately available federal funds, an amount which, when combined with the Xxxxxxx Money to be disbursed by Escrow Agent to Seller at Closing, will be equal to the lesser of (a) the principal and all accrued interest secured by the Existing Deed of Trust as of the date of Closing, or (b) the Purchase Price (as estimated by Seller and Purchaser) less an amount equal to the sum of (i) the Project Costs theretofore incurred in connection with the construction and completion of the Project for work performed and materials incorporated into the Project, but not yet paid (including retainage), plus (ii) one hundred twenty percent (120%) of the cost and expenses reasonably expected to be incurred in order to fully complete and equip the Project, including completion of Punch List Items, and to cause the Completion Date to occur with respect to the Project. Seller shall represent and warrant to Purchaser at Closing that the portion of the estimated Purchase Price paid into escrow shall be an amount equal to or greater than the sum of (i) and (ii) set forth in the preceding sentence. In the event the amount of the estimated Purchase Price to be paid by Purchaser to us Seller at Closing is less than the principal and all accrued interest secured by the Existing Deed of Trust or any other monetary liens or encumbrances, Seller shall be responsible from its own funds to cause the Existing Deed of Trust and all other monetary liens or encumbrances affecting the Property or any portion thereof to be fully released and cancelled at Closing. The entire balance of the estimated Purchase Price not paid to Seller at Closing shall be deposited by Purchaser at Closing into escrow with Escrow Agent pursuant to an escrow agreement among Purchaser, Seller and Escrow Agent in the form attached hereto as Exhibit "U" and by this reference made a part ----------- hereof. The portion of the estimated Purchase Price paid into escrow shall be disbursed by Escrow Agent in accordance with the procedures for disbursements set forth in such escrow agreement, and all such disbursements from escrow shall be deemed to be payment of the Purchase Price hereunder. The amount so paid into escrow shall be invested by the Escrow Agent in an interest bearing money market fund with a national banking association approved by Seller and Purchaser, and all interest earned on the Installation Date, regardless amount paid into escrow shall be the sole property of (but not limited to) connection Purchaser and may be withdrawn by Purchaser at any time or from time to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Purchase Price. If any meter upgrading is brought to our attention after the installation, you are still required to pay the balance of Purchasetime.

Purchase Price. (a) The Discounted consideration for the purchase of the Assets shall be Twenty Four Million One Hundred Fifty Thousand and no/100 Dollars ($24,150,000.00) (the “Purchase Price”) which shall be paid by the Buyer to the Seller at the Closing in immediately available funds by wire transfer to such accounts or accounts that the Seller shall designate to the Buyer; provided that such amount shall be reduced by the Deposit and subject to adjustments as described in Article X below. If the Purchase Price is set out received by Seller after 2:00 P.M. (New York time) on the Closing Date, as determined in accordance with Section 2.4 (the Customer Quote Form or Customer Sales Invoice. The Discounted “Scheduled Closing Date”), and the Closing cannot be effected by Escrow Agent on such Scheduled Closing Date (including, without limitation, the making of any payment from escrow by wire transfer due to Seller’s existing lender), then, so long as the Purchase Price is received by Seller prior to 2:00 P.M. (New York time) on the date that is one (1) Business Day after the Scheduled Closing Date (the “Grace Date”), the Closing shall occur on the Grace Date (such date then constituting the Closing Date hereunder) provided (i) that the Buyer shall also pay to the Seller prior to 2:00 P.M. (New York time) on the Grace Date (in addition to the Purchase Price) an amount equal to interest on the Purchase Price applicable at the “Prime Rate” of interest as determined by the Wall Street Journal (or another comparable source if you assign such rate is not available from the Wall Street Journal) for the period from the scheduled Closing Date to us the Small Scale Technology Certificate’s Grace Date, both such dates inclusive (STCssuch amount, the “Interest Adjustment”), and (ii) which solely in such event, notwithstanding Section 10.1 to the contrary, the Cut- Off Time shall be deemed to be 11:59 P.M. on the day preceding the Scheduled Closing Date, local time for the Hotel. In the event that the Purchase Price plus the Interest Adjustment are created in respect of not received by the System. Seller by 2:00 P.M. (bNew York time) You are required by on the Grace Date, then the Buyer shall be deemed to have defaulted under this Agreement permitting Seller to assign to us the Small Scale Technology Certificate’s created terminate this Agreement as provided in respect of the System without charge Section 12.1 and we have agreed to charge the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect Deposit, after which neither party shall have any further obligation or liability under this Agreement except as expressly survives the termination of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound to the contract (g) The balance of the Purchase Price (either the Discounted Purchase Price of the Full Purchase Price) must be paid to us on the Installation Date, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Purchase Price. If any meter upgrading is brought to our attention after the installation, you are still required to pay the balance of Purchasethis Agreement.

Purchase Price. The purchase price for the Property is ______________ (a$________) The Discounted per acre, plus a prorated amount for any fractional acre (the “Purchase Price is set out in the Customer Quote Form or Customer Sales InvoicePrice”). The Discounted Purchase Price is the Purchase Price applicable if you assign to us the Small Scale Technology Certificate’s (STCs) which are created in respect exact acreage of the System. (b) You are required by this Agreement to assign to us the Small Scale Technology Certificate’s created in respect of the System without charge and we have agreed to charge the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s Property will be assigned to us. (c) If you want to retain determined by a survey prepared in accordance with Section 6 below, and the Small Scale Technology Certificate’s created in respect of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted total Purchase Price will be payablecalculated based on surveyed acres. (e) If the Full Purchase Price is payable but we have for any reason only collected Conservancy purchases the Discounted Purchase Price on or before InstallationProperty, you must pay us then the balance Xxxxxxx Money will be credited against payment of the Full Purchase Price on demandPrice. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound to the contract (g) The balance of the Purchase Price (either will be paid by check or by wire transfer [at closing OR in accordance with the Discounted payment terms set out in Exhibit ___of this Agreement]. Choose one of the following for Section 3. Choose the first if there is a chance that this is a bargain sale and Seller may be claiming a tax deduction. Choose the second if a gift is involved, but it does not qualify for a charitable deduction or the Seller does not wish to take a charitable deduction. Choose the third if this is not a bargain sale. Tax Deduction Claim by Seller. The Conservancy understands that Seller, in connection with the sale contemplated by this Agreement, may claim an income tax deduction based on an assertion that the value of the Property is higher than the Purchase Price (sometimes known as a “bargain sale”). Seller acknowledges that it is Seller's obligation to establish the amount of the Full Purchase Price) must be paid to us on charitable contribution involved in such sales for federal tax purposes. Seller further acknowledges that neither the Installation DateConservancy, regardless nor any of (but not limited to) connection to Network Electricity Gridits employees or agents, third-party inspectionhas made any representation or warranty, meter board connection express or compliance paperwork. Your system is considered installed at implied, concerning the completion tax consequences of panel and inverter installation. If the panels are installed transaction contemplated by this Agreement, including the value and the inverter is not installed to no fault deductibility of Captain Green Solar, you are required to make 80% any intended charitable gift. Neither the Conservancy nor its employees or agents assume any liability in the event that any portion of the balance Purchase Priceintended charitable gift is determined by appropriate authorities to be not deductible. If Seller hereby represents and warrants that Seller has or will obtain and rely exclusively on Seller's own tax advisors for advice with respect to both the availability of a tax deduction for the charitable contribution and the requirements for appraisals and other documentation to substantiate the value of the charitable contribution deduction. Seller has received from the Conservancy the document entitled “Gifts of Lands and Waters to ________________ Conservancy - Information for Donors” and attachments and understands the conditions under which the Conservancy will sign Internal Revenue Service Form 8283 relating to donations of interests in land. Seller agrees to indemnify, defend and hold the Conservancy harmless from any meter upgrading is brought to our attention after loss, costs or liability resulting from any breach of the installationcovenants, you are still required to pay representations and warranties of Seller contained in this Section 3. The protections of this Section 3 shall survive the balance of Purchaseclosing hereunder. OR

Purchase Price. The purchase price for the Purchased Assets (athe “Purchase Price”) The Discounted is (i) the Book Value of the Acquired Client Transaction Rights on the Closing Date (the “Cash Purchase Price”), plus (ii) the Contingent Purchase Price is set out Consideration, if any, plus (iii) the assumption of the Assumed Liabilities. At or prior to the Closing Date, Parent shall contribute the sum of One Million Two Hundred Thousand ($1,200,000) Dollars to Buyer in order to obtain an eighty (80%) percent equity stake in Buyer, while Hilton and XxXxxx or entities controlled by them shall each contribute the Customer Quote Form or Customer Sales Invoicesum of One Hundred Fifty Thousand ($150,000) Dollars to Buyer, in order for each to obtain a ten (10%) percent equity stake in Buyer. The Discounted Subject to the terms and conditions of this Agreement, Buyer will pay the Cash Purchase Price is at Closing as follows: (i) all amounts necessary to discharge all Secured Debt to the holders of the Secured Debt and any amounts due to Brookridge Trade Finance, LLC in connection with the Trade Finance Assignment by wire transfer of immediately available funds to bank accounts designated by such parties (the “Debt Repayment Amount”) and (ii) an amount equal to the total Cash Purchase Price less the Debt Repayment Amount to Seller by wire transfer of immediately available funds to a bank account designated by Seller. To the extent that total amounts collected by Buyer on the Purchase Price applicable Orders or Receivables related to any Acquired Client Transaction Rights set forth on Schedule 0 within 120 days after the Closing Date is less than the Cash Purchase Price, Seller shall be obligated to Buyer the amount of such deficit provided if you assign Sellers fails to us do so each Member shall be obligated to pay to Buyer one-half of the Small Scale Technology Certificate’s (STCs) which are created amount of such deficit; provided, that if Buyer subsequently collects on any such Purchase Order or Receivable, any amounts so collected shall be used to reimburse a Seller or a Member to the extent Seller or the Member has previously made a payment to Buyer in respect of the System. (b) You are required by this Agreement to assign to us the Small Scale Technology Certificate’s created in respect of the System without charge and we have agreed to charge the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound to the contract (g) The balance of the Purchase Price (either the Discounted Purchase Price of the Full Purchase Price) must be paid to us on the Installation Date, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Purchase Price. If any meter upgrading is brought to our attention after the installation, you are still required to pay the balance of Purchasethereof.

Purchase Price. (a) The Discounted aggregate purchase price ("Purchase Price") for the Assets sold, transferred and conveyed to Buyer by Seller hereunder shall be an amount equal to the sum of (i) the book value, as reflected on the books and records of the Business on the Closing Date, of the Accounts Receivable (net of reserves); (ii) the book value, as reflected on the books and records of the Business on the Closing Date, of the Inventory, based on (x) Seller's normal, consistently used costing policy for such items which generally represents the most recent invoice cost therefor less manufacturers' cash discounts, and (y) a physical inventory taken jointly by Seller and Buyer as of the close of business on the Friday immediately prior to the Closing Date; (iii) the depreciated book value, as reflected on the books and records of the Business on the Closing Date, of the Fixed Assets of the Business; (iv) $3,000,000 to be paid to Seller; and (v) any amounts to be paid pursuant to Section 3. The Purchase Price is set out minus the Reserve Amount specified in Section 2(b), minus the Customer Quote Form Escrow Amount specified in Section 2(c) and minus the Employee Credit Amount specified in Section 15(e) shall be paid to Seller on the Closing Date by wire transfer of federal funds to an account or Customer Sales Invoiceaccounts specified by Seller prior to the Closing Date. The Discounted Purchase Price is the Purchase Price applicable if you assign to us the Small Scale Technology Certificate’s (STCs) which are created in respect of the System. (b) You are required by this Agreement to assign to us the Small Scale Technology Certificate’s created in respect of the System without charge and we have agreed to charge the Discounted Purchase Price parties hereto shall mutually agree on the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound to the contract (g) The balance calculation of the Purchase Price (either to be paid on the Discounted Purchase Price Closing Date as of the Full Purchase Price) must be paid to us close of business on the Installation Friday immediately prior to the Closing Date. Xxxxxx & Co., regardless independent public accountants for Seller, and Buyer shall jointly prepare a balance sheet of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% Seller as of the balance Closing Date with separate line items for Accounts Receivable, Inventory and Fixed Assets, and Buyer and Seller shall mutually sign a certificate setting forth the aggregate Purchase Price. If any meter upgrading is brought The Purchase Price shall be allocated pursuant to our attention after a schedule to be furnished to Seller by Buyer and agreed upon by Seller and Buyer prior to the installation, you are still required to pay the balance of PurchaseClosing.

Purchase Price. (a) The Discounted In consideration of the sale of -------------- Receivables by the Seller to BSF pursuant to this Agreement, BSF shall pay to Seller, on the Closing Date and each Business Day thereafter, a Purchase Price is set out for all Receivables first booked on such Business Day (or, in the Customer Quote Form or Customer Sales Invoicecase of the purchase on the Closing Date, all outstanding Receivables) in an amount equal to the outstanding face amount of all such Receivables which the Seller has certified meet the Eligibility Criteria, less adjustments for (i) an interest component, taking into account the maturity of such Receivables, (ii) an amount representing the historical losses on similar Receivables and (iii) an amount representing a servicing fee, such Purchase Price to be calculated in accordance with Appendix I hereto. The Discounted Purchase Price is parties hereto represent that the Purchase Price applicable if you assign so calculated constitutes and represents an arm's-length fair market value price for the Receivables sold. Receivables transferred from the Seller to us BSF which do not meet the Small Scale Technology Certificate’s (STCs) which are created in respect Eligibility Criteria on the date of transfer shall be deemed contributed to the capital of BSF. At the request of the SystemSeller, BSF agrees to cause the Buyers to make Incremental Purchases pursuant to the Receivables Purchase Agreement which Purchase Price for such Incremental Purchase shall be payable in Dollars or the issuance of Letters of Credit as set forth below. The Purchase Price for each Receivable shall, be payable (bx) You are required by this Agreement to assign the extent of cash available to us BSF, in Dollars (or in the Small Scale Technology Certificate’s created in respect case of the System without charge and we have agreed to charge the Discounted Purchase Price purchase of Receivables outstanding on the basis that Closing Date, by crediting BSC with a capital contribution of $37,240,000 (which capital contribution may be in the Small Scale Technology Certificate’s will be assigned form of Receivables)) or (y) to usthe extent cash is not so available, by a deemed advance under the BSC Note. (c) If you want to retain In addition, at the Small Scale Technology Certificate’s created in respect request of the System you must advise us in writing at least 5 Business Days before Seller, BSF agrees to procure the Installationissuance of Letters of Credit pursuant to the Receivables Purchase Agreement, such Letters of Credit to be as specified by BSC. (d) If you decide to retain The amount of any drawing under any Letter of Credit shall be credited against the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) outstanding balance under the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the systemBSC Note, and are liable and bound to the contract (g) The balance amount of Letter of Credit Fees paid under the Receivables Purchase Price (either Agreement shall be credited against interest accruing under the Discounted Purchase Price of the Full Purchase Price) must be paid to us on the Installation Date, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Purchase Price. If any meter upgrading is brought to our attention after the installation, you are still required to pay the balance of PurchaseBSC Note.

Purchase Price. (a) The Discounted Purchase Price is set out purchase price for the purchase of an interest in the Customer Quote Form Partnership or Customer Sales Invoice. The Discounted a portion thereof pursuant to Section 8.2 (the “Purchase Price is Price”) shall be determined as follows: In the case of a purchase of all or a portion of an interest in the Partnership pursuant to this Section 8.2, the Purchase Price applicable if you assign shall be an amount equal to us the Small Scale Technology Certificate’s (STCs) which are created in respect aggregate fair market value, as of the System. (b) You are required by this Agreement to assign to us the Small Scale Technology Certificate’s created in respect date of the System without charge and we exercise of the option to purchase such interest or such portion, of the interests of all persons in the Partnership multiplied by the Percentage Interest attributable to the interest in the Partnership or portion thereof being purchased. The aggregate fair market value of the interests of all persons in the Partnership shall be determined by an investment banking firm of recognized national standing designated by the Selling Partner in a notice to the Purchasing Partner(s) at least forty-five days prior to the Closing (as defined in Section 8.2(d)). Such investment banking firm shall not have agreed to charge any financial interest in the Discounted magnitude of the Purchase Price on or any past or present relationship with the basis Partnership or the Selling Partner that would tend to affect the Small Scale Technology Certificate’s will be assigned determination of such fair market value. Neither any business relationship of an investment banking film with the Partnership or the Selling Partner more than three years prior to us. such designation nor the membership (cother than as manager or co-manager) If you want of an investment banking firm in a syndicate formed to retain the Small Scale Technology Certificate’s created in respect sell securities of the System you must advise us Partnership or the Selling Partner nor the use by the Partnership or the Selling Partner of the services of an investment banking firm as a broker shall be deemed a relationship that would tend to affect the determination of such fair market value. The investment banking firm that determines such fair market value shall be afforded such access to the records and properties of the Partnership as it may reasonably request by notice to the General Partner (which notice need not be in writing) in order to make its determination. Such firm shall notify each Partner of the aggregate fair market value of the interests of all persons in the Partnership in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form ten days prior to Installationthe Closing. You agree The fees and expenses of such firm for determining such fair market value shall be paid by the Partners, each Partner paying that by signing the Customer Quote Form percentage of such fees and whether or not a 10% deposit has been paidexpenses equal to its Percentage Interest. Except as otherwise provided in Section 8.2(e), you give Captain Xxxxx the authority to install the system, and are liable and bound to the contract (g) The balance of the Purchase Price (either shall be paid at the Discounted Purchase Price Closing by cashier’s check or wire transfer of immediately available funds. During the period between the exercise of the Full Purchase Priceoption by the Purchasing Partner(s) must be paid to us on purchase the Installation Date, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at Selling Partner’s interest in the completion of panel and inverter installation. If the panels are installed Partnership and the inverter is not installed Closing, the Selling Partner shall continue to no fault of Captain Green Solar, you are required to make 80% be a Partner of the balance Purchase Price. If any meter upgrading is brought Partnership and shall be entitled to our attention after receive distributions and allocations pursuant to this Agreement in accordance with the installationSelling Partner’s Percentage Interest, you are still required but the Purchasing Partner(s) shall otherwise have all the rights, powers, duties and obligations of the Selling Partner, including with respect to pay the balance of PurchaseAdditional Capital Contributions.

Purchase Price. (a) The Discounted aggregate purchase price (the "Purchase Price") for the Purchased Assets shall be the sum of Thirty Million Eight Hundred Thousand Dollars $30,800,000, for all of the Purchased Assets other than Inventory, payable as provided below on the Closing Date, plus the amount determined as the value of all Inventory on hand as of the Effective Time, calculated and payable as provided below: The Purchase Price is set out in the Customer Quote Form or Customer Sales Invoice. The Discounted Purchase Price is the Purchase Price applicable if you assign to us the Small Scale Technology Certificate’s shall be payable as follows: (STCsi) which are created in respect of the System. (b) You are required by this Agreement to assign to us the Small Scale Technology Certificate’s created in respect of the System without charge and we have agreed to charge the Discounted Purchase Price $30,800,000 shall be paid on the basis that the Small Scale Technology Certificate’s will be assigned Closing Date by wire transfer of immediately available funds to us. account(s) designated by Seller; and (c) If you want to retain the Small Scale Technology Certificate’s created in respect of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to actii) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound to the contract (g) The balance portion of the Purchase Price set forth in Section 2.1 (either a)(ii) above shall be paid promptly after final determination of the Discounted Closing Inventory Value as provided below in Section 2.1(c). On the Closing Date, Buyer and Seller shall jointly conduct a physical inspection of the Inventory and prepare a list of the Inventory of the Business as of such date. As soon as possible after the Closing Date, but in any event within fifteen (15) business days thereafter, Buyer shall provide to Seller a list of the Inventory and a valuation thereof at standard cost, determined and discounted, if applicable, in accordance with the Inventory Valuation Determination set forth on Schedule 2.1(c) hereto (the "Closing Inventory Value"). Seller shall have a period of ten (10) business days following receipt of such Closing Inventory Value (the "Seller Objection Period") to notify Buyer of any disagreement with Buyer's valuation, and Buyer and Seller shall jointly endeavor to make a mutually agreeable determination of the Closing Inventory Value prior to the expiration of the Seller Objection Period. If Buyer and Seller agree on the Closing Inventory Value, then Seller and Buyer shall set forth their agreement in writing, and Buyer shall pay such portion of the Purchase Price attributable to the Inventory promptly after the date of such mutually agreed written determination. If Seller and Buyer disagree as to the Closing Inventory Value and have not reached agreement prior to the expiration of the Full Purchase Price) must Seller Objection Period, then such disputed amount shall be paid submitted to us on the Installation Date, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel PricewaterhouseCoopers for a final and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% binding determination of the balance Purchase PriceClosing Inventory Value. If any meter upgrading is brought The costs and expenses for the services of PricewaterhouseCoopers shall be borne by Seller and Buyer in proportion to our attention after the installation, you are still required amount awarded to pay each party pursuant to the balance of Purchaseaforesaid determination.

Purchase Price. In connection with the exercise of the Purchase Option and in full consideration for the sale and transfer of the Acquired Assets, including but not limited to the Vessels, Charterer, or its designee, shall on the Purchase Closing Date: (a) The Discounted Purchase Price is assume the Assumed Liabilities and (b) pay to Shipowner an amount equal to (i) the total amount of principal, interest and other amounts outstanding under the National City Financing Documentation or Replacement Financing Documentation, as applicable, plus (ii) the total amount of principal, interest and other amounts outstanding under the Subordinated Debt Financing Documentation or Replacement Subordinated Debt Financing Documentation, as applicable, plus (iii) $400,000, plus (iv) an amount equal to sixteen percent (16%) simple interest per year (based on a 365-day year) on the amount set out in forth under clause (iii) of this Section 20.2 for the Customer Quote Form or Customer Sales Invoice. The Discounted Purchase Price is period commencing on the date hereof and ending on the Purchase Price applicable if you assign Closing Date. Shipowner and Charterer shall act in good faith to us complete the Small Scale Technology Certificate’s form of Vessel Purchase Agreement and the schedules and exhibits thereto (STCsi) which are created with respect to matters therein requiring completion by or agreement between the parties, and (ii) in respect of any matters then existing with respect to the SystemShipowner or the Vessels that customarily would be addressed in an agreement contemplating transactions similar to the transactions contemplated by the form of Vessel Purchase Agreement. (b) You are required by this Charterer shall have the right to waive inclusion in the definitive Vessel Purchase Agreement to assign to us of any provision in the Small Scale Technology Certificate’s created in respect form of Vessel Purchase Agreement that is for the benefit of the System without charge "Buyer" thereunder, and we Shipowner shall have agreed the right to charge waive inclusion in the Discounted definitive Vessel Purchase Price on Agreement of any provision in the basis form of Vessel Purchase Agreement that is for the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect benefit of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound to the contract (g) The balance of the Purchase Price (either the Discounted Purchase Price of the Full Purchase Price) must be paid to us on the Installation Date, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Purchase Price. If any meter upgrading is brought to our attention after the installation, you are still required to pay the balance of Purchase"Company" thereunder.

Purchase Price. The Mortgage Loans are being sold and purchased at par, plus the accrued interest as of the Closing Date at the Mortgage Interest Rate on the unpaid principal balance of each Mortgage Loan from (abut not including) The Discounted the last paid-through date. At Closing, Purchaser shall (or shall cause Purchaser’s Mortgage Loan Subsidiary, as applicable, to) pay to Seller (or, as may be directed by Seller, to Seller’s Mortgage Loan Subsidiary), by wire transfer of immediately available funds, the Purchase Price is set out in the Customer Quote Form or Customer Sales InvoicePrice. The Discounted Purchase Price is Purchaser (or Purchaser’s Mortgage Loan Subsidiary, as applicable) shall, from and after the Purchase Price applicable if you assign Closing, (A) own and be entitled to us receive with respect to each Mortgage Loan purchased, (i) all principal payments collected after the Small Scale Technology Certificate’s Closing Date, (STCsii) which are created in respect all other recoveries of principal collected after the System. Closing Date, (biii) You are required by this Agreement to assign to us the Small Scale Technology Certificate’s created in respect all payments of the System without charge and we have agreed to charge the Discounted Purchase Price interest on the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the principal balance of the Full Purchase Price on demand. Mortgage Loans collected following the Closing Date, (fiv) To proceed with all Prepayment Charges that Purchaser is entitled to under the Quoterelated Mortgage Loan Documents (but, you must pay a 10% deposit for the avoidance of doubt, subject to the rights of Seller hereunder to the Retained Exit Fees), and (v) all right, title and interest of the Discounted Purchase Price and/or sign Lender in any related reserves, impounds or escrows under the Customer Quote Form prior to Installation. You agree that by signing related Mortgage Loan as of the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the systemClosing Date, and are liable and bound (B) be obligated to make all Future Fundings which may be provided for pursuant to any of the Mortgage Loan Documents. Upon the conveyance of the Mortgage Loans hereunder, Seller shall relinquish its rights as Lender under the Mortgage Loans (but, for the avoidance of doubt, subject to the contract (grights of Seller hereunder with respect to the Retained Interests) The balance of and be released from its obligations as Lender under the Purchase Price (either Loan Documents and to the Discounted Purchase Price of the Full Purchase Price) must be paid to us on the Installation Date, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Purchase Price. If any meter upgrading is brought to our attention after the installation, you are still required to pay the balance of PurchaseMortgage Loans.

Purchase Price. CITY OF COLLEGE PLACE is purchasing Price Computers LLC’s Managed Services Program under this Agreement for the purchase price outlined in Appendix D. Said purchase price shall be paid in monthly installments with the first installment due upon execution of this agreement. Each payment thereafter shall be due within the first 5 days of each calendar month. Services provided hereunder shall be assessed against this Account as provided herein. CHARGES FOR SERVICE Services shall be charged against the account in accordance with the terms and conditions as outlined in Appendix D, and the Rate Card in Appendix C. Any supplemental services provided by Price Computers LLC which are outside the terms of this Agreement, shall be charged to CITY OF COLLEGE PLACE as an additional charge in accordance with the terms and conditions as outlined in Appendix D. Any additional billing charges will be invoiced at the end of each month, with payment expected within thirty (a30) The Discounted Purchase days, unless otherwise specified by Price is set out Computers LLC CITY OF COLLEGE PLACE shall, in addition to the other amounts payable under this agreement, pay all sales and other taxes, federal, state, or otherwise, however designated which are levied or imposed by reason of the services provided pursuant to this Agreement. Without limiting the foregoing, CITY OF COLLEGE PLACE shall promptly pay to Price Computers LLC an amount equal to any such taxes actually paid or required to be collected or paid by Price Computers LLC Price Computers LLC reserves the right to refuse or suspend service under this Agreement in the Customer Quote Form event CITY OF COLLEGE PLACE has failed to pay any invoice within thirty (30) days of said invoice date, whether it is an invoice for services provided under this Agreement or Customer Sales Invoiceany other agreement between the parties. WARRANTIES AND DISCLAIMERS Price Computers LLC makes and CITY OF COLLEGE PLACE receives no warranty, express or implied, and all warranties of merchantability and fitness for a particular purpose are expressly excluded. In no event shall Price Computers LLC or any of its Members, Employees or Other Representatives be responsible for any special, incidental, indirect, or consequential damages of any kind including, without limitations, those resulting from loss of data, income, profit, and on any theory of liability, arising out of or in connection with the services or use thereof even if it has been advised or has knowledge of the possibility of such damages, except to the extent detailed in the INDEMNIFICATION section below. PRICE COMPUTERS LLC shall assign any warranty for products and equipment purchased by PRICE COMPUTERS LLC which ownership transfers to the CITY OF COLLEGE PLACE. CITY OF COLLEGE PLACE shall assume full responsibility for the overall effectiveness and efficiency of the operating environment in which the IT infrastructure is to function. Commented [RC4]: Required by our insurer INDEMNIFICATION Price Computers LLC shall defend, indemnify and hold the College Place, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or resulting from the acts, errors or omissions of PRICE COMPUTERS LLC in performance of this Agreement, except for injuries and damages caused by the sole negligence of the Public Entity. However, should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of Price Computers LLC and the city of College Place, its officers, officials, employees, and volunteers, PRICE COMPUTERS LLC's liability, including the duty and cost to defend, hereunder shall be only to the extent of the Price Computer’s negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Price Computers waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The Discounted Purchase provisions of this section shall survive the expiration or termination of this Agreement. CITY OF COLLEGE PLACE hereby agrees to indemnify and defend at its sole expense: Price is the Purchase Price applicable if you assign to us the Small Scale Technology Certificate’s (STCs) which are created in respect of the System. (b) You are required by this Agreement to assign to us the Small Scale Technology Certificate’s created in respect of the System without charge and we have agreed to charge the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before InstallationComputers LLC, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quoteits employees, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paidagents, you give Captain Xxxxx the authority to install the systemrepresentatives, and are liable Members, from and bound to the contract (g) The balance against any and all claims and liability arising out of the Purchase Price (either the Discounted Purchase Price or based upon CITY OF COLLEGE PLACE’S use of the Full Purchase Price) must be paid to us on the Installation Dateall services, regardless of (software or hardware provided or serviced hereunder, including, but not limited to) connection , claims based on software licensing violations, copyright infringement, trademark infringement and patent infringement. In addition, CITY OF COLLEGE PLACE agrees to Network Electricity Grid, thirdpay any judgment and attorney fees and costs associated with such claim. OPT-party inspection, meter board connection OUT/TERMINATION Price Computers LLC and/or CITY OF COLLEGE PLACE shall have the right to terminate this Agreement under any of the following conditions: ▪ If one of the parties shall be declared insolvent or compliance paperworkbankrupt. Your system ▪ If a petition is considered installed at filed in any court and not dismissed in ninety days to declare one of the completion parties bankrupt and/or for a reorganization under the Bankruptcy Law or any similar statute ▪ If a Trustee in Bankruptcy or a Receiver or similar entity is appointed for one of panel and inverter installation. the parties ▪ If the panels are CITY OF COLLEGE PLACE does not pay Price Computers LLC within thirty (30) days from receipt of Price Computers LLC's invoice and/or otherwise materially breaches this Agreement. ▪ If Price Computers LLC fails to perform its obligations under this Agreement and such failure continues for a period of thirty days after written notice of the default, the CITY OF COLLEGE PLACE shall have the right to terminate this Agreement. ▪ If CITY OF COLLEGE PLACE fails to appropriate funds or fails to appropriate sufficient funds to fund this Agreement. ▪ Price Computers LLC may terminate this Agreement upon ninety days (90) written notice. ▪ CITY OF COLLEGE PLACE may terminate this Agreement upon ninety days (90) written notice. Upon termination, all hardware and software installed and the inverter is not installed to no fault of Captain Green Solar, you are by Price Computers LLC that was required to make 80% conduct network support services are the property of Price Computers LLC and will be surrendered and returned to Price Computers LLC at end of the balance Purchase Price. If any meter upgrading is brought to our attention after the installation, you are still required to pay the balance of Purchaseagreement.

Purchase Price. (a) The Discounted Purchase Price is allocation for each Property shall be (i) designated by the Company, (ii) mutually acceptable to the Company and Seller/Lessee, (iii) subject to the total amount of this Commitment, and (iv) subject to meeting the due diligence standards set out in Paragraph 6 of this Commitment.1 All reasonable and actual Company acquisition costs incurred in connection with this transaction shall be paid by Seller/Lessee, but the Customer Quote Form or Customer Sales Invoice. The Discounted Purchase Price is Company will permit Seller/Lessee to include them in the Purchase Price applicable if you assign to us so that the Small Scale Technology Certificate’s (STCs) which are created in respect costs will be funded at closing out of the SystemSale/Leaseback proceeds. (b) You are required Should any of the transactions contemplated by this Agreement Commitment fail to assign to us the Small Scale Technology Certificate’s created in respect of the System without charge and we have agreed to charge the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons close due to your actions (or the Property’s failure to act) meet the Small Scale Technology Certificatecriteria set forth in this Commitment, Seller/Xxxxxx’s canfailure to comply with the terms of this Commitment, or Seller/Xxxxxx’s election not be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. proceed (e) If the Full Purchase Price is payable but we have for any reason only collected other than a default by the Discounted Purchase Price on or before InstallationCompany), you must pay us the balance Seller/Lessee shall reimburse Company and any third-party vendors for all reasonable and actual out-of-pocket expenses in connection therewith. Company acquisition costs will include an unrelated third-party appraisal fee of approximately $2,450.00, an ASTM Phase I Environmental Audit of the Full Purchase Price on demand. Property costing approximately $2,850.00, a lease fee equal to one-half of one percent (f.50%) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound to the contract (g) The balance of the Purchase Price Price, payable if and when the Closing occurs, travel and lodging expenses (either not to exceed $500.00 per site) related to the Discounted physical inspection of each Property by a Company representative, and related miscellaneous out-of-pocket expenses such as Federal Express and flood search charges. Seller/Lessee’s closing costs that may also be included in the Purchase Price include title insurance premiums, transfer taxes or stamps, survey costs, environmental reports, recording fees and other closing costs. The parties acknowledge that the Company has made arrangements with its service providers to delay payment until Closing. The Company shall be responsible for its own legal fees and any other of the Full Purchase Price) must be paid to us on the Installation Date, regardless of (but its expenses not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Purchase Price. If any meter upgrading is brought to our attention after the installation, you are still required to pay the balance of Purchaseprovided for in this Commitment.

Purchase Price. The aggregate price to be paid for the Assets shall be the total wholesale cost of Seller’s Whirlpool Appliance inventory as of the “Implementation Date” as hereinafter defined, as the same may be adjusted as provided below plus One and 00/100 Dollar (a$1.00) The Discounted (collectively the “Purchase Price Price”). Seller’s wholesale cost of its Whirlpool Appliance inventory shall mean the lesser of (i) Seller’s manufacturer cost, net of all manufacturer credits, including volume rebate, damage, advertising/co-op credit, etc. or (ii) Purchaser’s manufacturer cost, net of all manufacturer credits, including volume rebate, damage, advertising/co-op credit, etc, (the “Wholesale Cost of Appliance Inventory”), provided, however, any Appliances held in Seller’s inventory at the Site as of its Implementation Date which have been in Seller’s inventory for greater than twelve (12) months shall at fifty percent (50%) of the Wholesale Cost and any Appliance that is set out in the Customer Quote Form or Customer Sales Invoicedeemed “scrap” shall be retained by Seller. The Discounted Purchase Price is Wholesale Cost of Appliance Inventory shall be calculated on behalf of Purchaser and Seller by the Purchase Price applicable if you assign manufacturer by providing the aggregate price to us the Small Scale Technology Certificateparties as calculated based upon Seller’s (STCs) which are created in respect inventory of Appliance as of the System. (b) You are required by this Agreement to assign to us the Small Scale Technology Certificate’s created in respect of the System without charge Implementation Date and we have agreed to charge the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound to the contract (g) The balance of the Purchase Price (either the Discounted Purchase Price of the Full Purchase Price) must shall be paid to us Seller by the applicable manufacturer. Purchaser shall, prior to the Closing Date, arrange any financing arrangements necessary to allow it to purchase the Appliances directly with the respective manufacturers of such Appliances or through third party financing such that Seller shall receive a credit or payment from the respective manufacturers on the Installation Date, regardless Implementation Date on terms acceptable to Seller. Purchaser and Seller may reach an agreement following closing and during implementation concerning the Purchaser’s potential purchase of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection Seller’s Frigidaire Appliances remaining at each Property or compliance paperworkLeased Property as of the Implementation Date for each Site. Your system is considered installed Any Appliances held in Seller’s inventory at the completion Site as of panel and inverter installation. If the panels are installed and the inverter is not installed its Implementation Date which have been in Seller’s inventory for greater than twelve (12) months shall be re-billed to no fault of Captain Green Solar, you are required to make 80% Purchaser by manufacture(s) at fifty percent (50%) of the balance Purchase PriceWholesale Cost. If any meter upgrading is brought Any appliances in Seller’s inventory at the Site as of its Implementation Date which are “scrap” shall be re-billed to our attention after Purchaser by the installation, you are still required to pay the balance respective manufacturer at a rate of Purchase$0.01 for each scrap Appliance.

Purchase Price. The purchase price (athe "Purchase Price") The Discounted of the Project shall be its fair market value which shall be defined as an amount equal to the product of 8.1 and the Gross Operating Revenues derived from the Project, plus the amount , if any, which is necessary to result in Net Sales Proceeds equal to the Floor Amount, as each are described in paragraph 4 below. "Gross Operating Revenues" shall mean the annual amount of all rental income received by Seller from the leasing of manufactured homes and recreational vehicles space at Seller's Project for the twelve (12) month period ending on the then most recent December 31 occurring prior to the Option Notice Date (defined below in Section 5). At Closing, Purchaser shall pay the Purchase Price is Price, less the amounts necessary to pay the Indebtedness under the Loan Agreement and the Hellxx Xxxn (each as defined below), by cashier's or certified check or wired federal funds to an account to be designated by Seller, subject to the adjustments and prorations as set out forth herein, provided that in no event shall the Customer Quote Form or Customer Sales Invoicenet amount paid to Seller be less than the Floor Amount, if any. The Discounted Purchase Price is 4. NET SALE PROCEEDS AND FLOOR AMOUNTS. "Net Sale Proceeds" shall be the Purchase Price applicable if you assign reduced by (i) all closing costs allocable to us the Small Scale Technology Certificate’s Seller (STCs) which are created in respect of the System. (b) You are required by this Agreement to assign to us the Small Scale Technology Certificate’s created in respect of the System without charge and we have agreed to charge the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound to the contract (g) The balance of the Purchase Price (either the Discounted Purchase Price of the Full Purchase Price) must be paid to us on the Installation Date, regardless of (including but not limited to, Recordation and transfer taxes, title insurance premiums, prorated expenses, but excluding attorney's fees), (ii) connection to Network Electricity Grid, third-party inspection, meter board connection all obligations of Seller including all debt secured by (a) the Project or compliance paperwork. Your system is considered installed at by the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% partnership interests of the balance Purchase PriceSeller including without limitation the obligations of the Seller under the Loan Agreement and under the Hellxx Xxxn (defined below) and (b) all other liabilities or obligations of the Seller associated with the Project, including without limitation outstanding obligations to vendors, tenants, any management company or other parties including security deposits. If The "Floor Amount" shall be (i) ONE MILLION EIGHT HUNDRED FIFTY THOUSAND and 00/100 Dollars ($1,850,000) if the Closing occurs prior to June 30, 2008, or (ii) THREE HUNDRED EIGHT THOUSAND and 00/100 Dollars ($308,000) if the Closing occurs on or after June 30, 2008 but prior to June 30, 2012; (iii) and zero ($0) if the Closing occurs on or after June 30, 2012. The Hellxx Xxxn shall mean the loan represented by those loan documents set forth on Exhibit "C" attached hereto to the extent disbursed on the date hereof, but shall exclude any meter upgrading is brought future or other advances made pursuant to our attention after the installation, you are still required to pay the balance of Purchasesuch documents or any amendment or modification thereof.

Purchase Price. Subject to any adjustments that may be made under Section 2.05, the purchase price (athe "Purchase Price") for the Assets will be Four Hundred Nineteen Million Five Hundred Thousand Dollars ($419,500,000). The Discounted Purchase Price is for the Assets shall be allocated among the Assets as set out forth in Schedule 2.02 hereto. The amount so allocated to a part of the Assets shall constitute the Allocated Values for such part of the Assets. Seller and Buyer agree to be bound by the allocation set forth in Schedule 2.02 for purposes of Article 11 hereof. Contemporaneously herewith, (i) Buyer, Buyer’s Parent and Seller have executed and delivered the Escrow Agreement, (ii) Buyer’s Parent and Seller have executed and delivered the Registration Rights Agreement; and (iii) Buyer has delivered to the Escrow Agent the cash portion of the Deposit and a scanned copy of the certificate representing the Deposit Shares issued in the Customer Quote Form name of Seller, to Seller a certified copy of resolutions adopted by the Board of Directors of Buyer’s Parent authorizing Buyer’s Parent’s issuance and delivery of the Deposit Shares, and to Seller an opinion of Axxxxxx, Hxxxxx Xxxxxxxxx regarding Buyer’s Parent and the Deposit Shares. This Agreement shall not be deemed effective until the actions described in the immediately preceding sentence have occurred. Within two (2) Business Days after the date of execution of this Agreement, Buyer shall deliver to the Escrow Agent the certificate representing the Deposit Shares issued in the name of Seller. If the Closing timely occurs, Buyer and Seller shall direct the Escrow Agent to return the Deposit to Buyer at Closing. If the Closing does not timely occur as a result of the Breach by Buyer of the terms of this Agreement and there has been no Breach by Seller of the terms of this Agreement, Buyer and Seller shall direct the Escrow Agent to deliver the Deposit to Seller as its sole and exclusive remedy and as liquidated damages (and not as a penalty), subject to Seller's additional recourse against Buyer and Buyer's Parent for any Breach of Section 4.10, the Escrow Agreement, or Customer Sales Invoice. The Discounted Purchase Price is the Purchase Price applicable if you assign Registration Rights Agreement, and the right to us the Small Scale Technology Certificate’s (STCs) which are created recover attorneys’ fees, costs, and expenses pursuant to Section 12.15 in enforcing Seller's rights in respect of the SystemDeposit and such other provisions and agreements. If the Closing does not timely occur for any other reason, Buyer and Seller shall direct the Escrow Agent to return the Deposit to Buyer. Any interest or other earnings on the Deposit minus any fees and expenses of the Escrow Agent shall be delivered to the party to whom the Deposit is delivered to pursuant to the terms set forth herein. If the Closing does not timely occur as a result of the Breach by Seller of the terms of this Agreement and there has been no Breach by Buyer of the terms of the Agreement, Buyer at its option may (a) terminate this Agreement and Seller shall be liable to Buyer for all Damages incurred by Buyer arising out of such Breach and termination not to exceed the actual costs, expenses, and fees incurred by Buyer in evaluating, negotiating, entering into, terminating, and enforcing this Agreement, plus Two Million Dollars ($2,000,000), or (b) You are required by this Agreement to assign to us the Small Scale Technology Certificate’s created in respect enforce specific performance of the System without charge duties and we have agreed to charge the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect obligations of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound to the contract (g) The balance of the Purchase Price (either the Discounted Purchase Price of the Full Purchase Price) must be paid to us on the Installation Date, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Purchase Price. If any meter upgrading is brought to our attention after the installation, you are still required to pay the balance of PurchaseSeller under this Agreement.

Purchase Price. The prices for the Products (a”Purchase Price”) The Discounted Purchase Price and packaging cost, if any, related to the Products are specified in Appendix 1 and shall be fixed during the term of the Agreement, unless otherwise specified in Section 10 or in Appendix 1. Delivery ScHedule AND ORDERS Buyer shall provide Supplier with ”Delivery Schedule” setting out its intended purchase of Products during the nearest time “Frozen Period” (in some documents also referred to as “Order”) as well as during the remaining period up to 10-12 months “Forecast” This is set out in the Customer Quote Form or Customer Sales Invoicealso valid when supply is handled through consignment stock according to Appendix 2. The Discounted Purchase Price Frozen Period or an agreed minimum stock quantity, whichever is the Purchase Price applicable if you assign greater, is guaranteed by Buyer (to us the Small Scale Technology Certificate’s (STCs) which are created in respect quantity but not to time, with maximum 12 months delay of order). Purchase/delivery of any of the SystemProducts is activated by Buyer´s issue of a Purchase Order or a Frozen Period, (both hereinafter referred to as “Order”). The Order shall state ordered Products, quantity, and requested time of delivery. Should Supplier receive Orders, accumulating to quantities beyond Delivery Schedule or Supplier´s production capacity, Buyer shall be informed without delay. If an Order has not been rejected by Supplier within forty-eight (b48) You are required hours from receipt, it shall be considered confirmed by this Agreement to assign to us Supplier. Orders within the Small Scale Technology Certificate’s created in respect of the System without charge and we have agreed to charge the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s Delivery Schedule cannot be assigned rejected by Supplier. Orders within the Delivery Schedule and replenishments of consignment stock shall be delivered within the delivery-time stated in Appendix 2. For Orders between 100 and 130% of the Forecast, the delivery-time shall still not exceed the delivery-time according to us then Appendix 2. Buyer may cancel an Order (in whole or partly). In such case, Buyer shall reimburse Supplier for any actual and direct costs/expenses incurred by Supplier due to Buyer’s cancellation and which Supplier is unable to mitigate by re-allocating raw material or semi-finish goods or in any other financially acceptable way. Supplier shall produce sufficient documentation on the Full incurred costs and expenses for which Supplier claims reimbursement. Notwithstanding anything to the contrary set out above, Buyer’s undertaking only covers actual and direct costs that has arisen for Supplier to be able to deliver Products included in an Order within the agreed delivery time. Terms and conditions in any order confirmation or similar, deviating from the terms and conditions of this Agreement, shall not be valid unless expressly agreed in writing between the parties. In case of termination of this Agreement, Section 3 shall continue to apply until the obligations according to this Agreement have come to an end. TERMS OF DELIVERY The Products shall be delivered FCA [Location of Suppliers premises] unless otherwise agreed in writing between the parties. All terms of delivery in this Agreement shall be in accordance with the prevailing version of INCOTERMS. Buyers General Logistics Requirements, Appendix 2, shall apply to deliveries covered by this Agreement. If Supplier wishes to deliver the Products earlier than the agreed date of delivery, such delivery shall be approved or denied in writing by Buyer prior to the delivery. DELAYED DELIVERIES If Supplier fails to deliver Products within agreed delivery time (as stated in Appendix 2 or in Order, whichever is the shortest) a “Delay” is at hand. If Supplier’s consignment stock is below agreed minimum level and causes stop or disturbance in Buyer’s production, a “Shortage” is at hand. If Supplier is at risk of causing Delay or Shortage, Supplier shall immediately inform Buyer in writing, stating the reasons for the Delay/Shortage and expected time for delivery/replenishment. In case of Delay or Shortage, Supplier shall, unless otherwise agreed with Buyer, deliver the goods in the fastest way available. All transports in connection with Delay or Shortage shall be at Supplier’s risk and expense, DDP Buyer’s location or other location agreed between the parties. Buyer is entitled to compensation for any damage, loss, claim, cost or expense suffered or incurred due to Supplier’s Delay or Shortage. Such compensation shall primarily be paid as liquidated damages in an amount of 5% of the value of Product in Delay or Shortage for each commenced week, calculated for Delay from agreed date of delivery to date of actual delivery and for Shortage from it occurs until it is rectified – however minimum € 100 per Delay or Shortage. Notwithstanding anything to the contrary set out above, if the Delay or Shortage exceeds four (4) weeks, Buyer may, without any costs or further obligations for Buyer, terminate any orders by Buyer related to the same kind of Products as involved in the Delay or Shortage. If Buyer, in the situations outlined in Sections 5.3 or 5.4 above, can prove that the damage, cost, liability or expense suffered or incurred exceeds the amount of the liquidated damages, Supplier shall be obliged to reimburse Buyer with an additional amount to cover the difference up to the sum of all damages, losses, claims, costs or expenses suffered or incurred by Buyer or Buyers customer. Buyer shall have the right to set off liquidated damages or other claims for compensation against Supplier’s invoices. terms of payment The Purchase Price shall be paid against invoice, without any invoice fees or charges, other than such specified in this Agreement and VAT, when applicable. Payment term is 90 days net, free delivery month from the date of delivery or date of Buyer´s receipt of a correct invoice, whichever is the latest. Invoice may not be issued prior to delivery. QUALITY and warranty Buyer’s Supplier Quality Manual HDX4-51-118, dated 2017-12-28, Appendix 3, shall in applicable parts apply to and be an integral part of this Agreement. The Products shall comply with Buyer’s specifications as per Appendix 1 and Buyer´s Supplier Quality Manual as per Appendix 3 (both hereinafter referred to as “Specifications”). Supplier is responsible for the Discounted Purchase Price will Products being free from any defects in production, workmanship and material and that the Products fulfil the Specifications. Furthermore, Supplier is responsible for the Products in all aspects meeting any demands reasonably expected regarding the Product’s character. Supplier is also responsible for the Products’ compliance with any requirements according to applicable law, regulations, trade standards and codes of practice applicable at the time of delivery and shall ensure that all necessary quality controls are made before delivery. The responsibilities as stated in 7.2-7.3 above shall remain in force until the sooner to occur of 36 months from date of delivery or 24 months after date of first use in service (“Warranty Period”). liability for defective or lacking products The Products shall be payableconsidered defective if they are not in compliance with Buyer’s Specifications and requirements, according to this Agreement. (e) If the Full Purchase Price Buyer is payable but we have for not obliged to perform any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance examination of the Full Purchase Price Products on demanddelivery. Any acceptance inspection and quality controls made by Buyer shall not relieve Supplier from responsibility for the Products being in compliance with Specifications and requirements according to section 7 above. Products, or parts of Products, defective or missing (f“Defects”) To proceed with can be claimed whenever discovered. However, Buyer shall notify Supplier in writing without undue delay, but not later than two (2) months after Buyer has discovered the QuoteDefect. In case of Defect, you must pay a 10% deposit Buyer may, at its own choice and discretion and at the expense of Supplier, demand remedy of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that Defect by signing the Customer Quote Form and whether either repair, delivery of substitute or not complementary Products or a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound to the contract (g) The balance withdrawal of the Purchase Price (either the Discounted Purchase Price of the Full Purchase Price) must be paid to us on the Installation Dateorder. Supplier shall compensate Buyer for all direct costs related to, regardless of (but not limited to, analysing, sorting, actions to remedy the Defect and transportation. Upon Buyer’s notification of any Defect, Supplier shall within seventy-two (72) connection hours, unless shorter time is required by Buyer, inform Buyer on the expected time needed to Network Electricity Gridrectify the Defect and shall use its best efforts to make such time as short as possible. The claim-procedure, thirdincluded in Buyers Supplier Quality Manual, shall apply. In addition to the above and regardless which of above mentioned remedies Buyer requests, Buyer shall be entitled to what is specified in Section 5 above (incl. but not limited to liquidated damages) Re-party inspectioncall Re-call is an offer by Buyer or Buyers customers to remedy defect(s) in delivered end-products, meter board connection which may (i) affect safety or compliance paperwork(ii) be in conflict with safety-standards/-legislation. Your system Re-call may be voluntary or requested by authorities. In case of a re-call, Buyer is entitled to re-call/exchange all Products of the type, which is considered installed at being a direct or indirect cause to the completion of panel re-call. In such case Supplier shall reimburse damages, direct costs and inverter installation. If the panels are installed expenses (including but not limited to costs for transport, analyses, disassembly/assembly, and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Purchase Price. If any meter upgrading is brought to our attention after the installation, you are still required to pay the balance of Purchaseclaims from Buyers customer or other third party).

Purchase Price. (a) The Discounted On the Initial Purchase Price is set out in Date and each Workday thereafter until the Customer Quote Form or Customer Sales Invoice. The Discounted Purchase Price is Originator Termination Date for such Originator, the Purchase Price applicable if you assign Company shall pay to us each Originator a purchase price for each Purchased Receivable of such Originator equal to the Small Scale Technology Certificate’s (STCs) which are created in respect Fair Market Value Discount Factor of the Systemoutstanding principal balance of such Purchased Receivable in existence on the date of sale for such Receivable. Such purchase price shall be paid through two methods: First, the Company may pay to such Originator a portion of such purchase price by transferring to such Originator monies then held by the Company, solely to the extent such monies do not constitute Collections required to be distributed to the Agent under the Receivables Sale Agreement or necessary as part of a reserve for liabilities of the Company established by the Company in its sole judgment. Second, the Company shall pay the remaining purchase price by crediting to the Note issued to such Originator such remaining amount of the purchase price payable to such Originator. On the Initial Purchase Date, (i) $23,691,427 of the purchase price payable to Ametek on the Initial Purchase Date shall so be credited to the Note issued to Ametek and (ii) $1,801,586 of the purchase price payable to Rotron on the Initial Purchase Date shall so be credited to the Note issued to Rotron. On each Monthly Settlement Date occurring after the Initial Purchase Date, the difference between (x) the total purchase price payable to an Originator for all Purchased Receivables sold to the Company by such Originator during the Settlement Period ending on such Monthly Settlement Date that were not in existence on the Initial Purchase Date and (y) the amount of such purchase price paid in cash during that Settlement Period to such Originator shall be credited to the Note issued to such Originator. For any Settlement Period that the amount of such cash payments to such Originator exceeds the aggregate purchase price payable for such Purchased Receivables during the Settlement Period, such excess shall be applied on the Monthly Settlement Date for such Settlement Period to reduce the principal amount of the Note issued to such Originator. 5 (b) You are required Each Originator and the Company shall each independently take all necessary action to properly record the sales contemplated by this Agreement to assign reflect the Company's ownership of all Purchased Receivables. To the extent the sale of any Purchased Receivable or Collection under this Agreement is deemed to us be a financing for any applicable legal purpose, each Originator hereby grants to the Small Scale Technology Certificate’s created Company a security interest in respect all of such Originator's rights in the Purchased Receivables it originated, the Related Security and all related Collections to secure the claims of the System without charge Company to such Purchased Receivables, the Related Security and we have agreed to charge the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price all related Collections and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound to the contract (g) The balance of the Purchase Price (either the Discounted Purchase Price of the Full Purchase Price) must be paid to us on the Installation Date, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Purchase Price. If any meter upgrading is brought to our attention after the installation, you are still required to pay the balance of Purchaseother proceeds.

Purchase Price. The Seller agrees to sell from time to time, and the Purchaser agrees to purchase from time to time, Mortgage Loans having an aggregate principal balance on the related Cut-off Date in an amount as set forth in the related Commitment Letter, or in such other amount as agreed by the Purchaser and the Seller as evidenced by the actual aggregate principal balance of the Mortgage Loans accepted by the Purchaser on each Closing Date, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. The Seller, simultaneously with the delivery of the Mortgage Loan Schedule with respect to the related Mortgage Loan Package to be purchased on each Closing Date, shall execute and deliver an Assignment and Conveyance Agreement in the form attached hereto as Exhibit 4 (the "Assignment and Conveyance Agreement") With respect to each Mortgage Loan purchased, the Purchaser shall own and be entitled to receive: (a) The Discounted Purchase Price is set out in all scheduled principal due after the Customer Quote Form or Customer Sales Invoice. The Discounted Purchase Price is the Purchase Price applicable if you assign to us the Small Scale Technology Certificate’s (STCs) which are created in respect of the System. related Cut-off Date, (b) You are required all other payments and/or recoveries of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by this Agreement the Servicer after the related Cut-off Date shall belong to assign to us the Small Scale Technology Certificate’s created in respect of the System without charge Seller), and we have agreed to charge the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain all payments of interest on the Small Scale Technology Certificate’s created in respect Mortgage Loans, net of the System you must advise us in writing at least 5 Business Days before Servicing Fee (minus that portion of any such interest payment that is allocable to the Installationperiod prior to the related Cut-off Date). (d) If you decide to retain For the Small Scale Technology Certificate’s or purposes of this Agreement, payments of scheduled principal and interest prepaid for any reasons due to your actions (or failure to act) a Due Date beyond the Small Scale Technology Certificate’s canrelated Cut-off Date shall not be assigned applied to us then reduce the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance Stated Principal Balance as of the Full Purchase Price on demandrelated Cut-off Date. Such prepaid amounts (fminus the applicable Servicing Fee) To proceed with shall be the Quote, you must pay a 10% deposit property of the Discounted Purchase Price and/or sign the Customer Quote Form prior to InstallationPurchaser. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound The Seller shall remit to the contract (g) The balance Servicer for deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchase Price (either Purchaser, for remittance by the Discounted Purchase Price of Servicer to the Full Purchase Price) must be paid to us Purchaser on the Installation appropriate Remittance Date. All payments of principal and interest, regardless of (but not limited to) connection less the applicable Servicing Fee, due on a Due Date following the related Cut-off Date shall belong to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Purchase Price. If any meter upgrading is brought to our attention after the installation, you are still required to pay the balance of PurchasePurchaser.

Purchase Price. (a) The Discounted Purchase Price is shall be subject to adjustment only as set out forth in this Section 2.3. Property Taxes, water/sewer charges, gas, electric, telephone and other utilities, and other operating expenses relating to the Facilities are the responsibility of the Tenants under the Tenant Leases and shall not be prorated. All unpaid Rent and any other amounts due and payable under the Tenant Leases as of the Closing Date shall be charged to Purchaser and paid at the Closing, and Rent for the month in which Closing occurs shall be prorated through the Closing Date. Sellers shall retain all security deposits and other similar deposits relating to the Tenant Leases, and Purchaser shall receive a credit for such deposits at the Closing. In addition to the payment of the Purchase Price, Purchaser shall, at and as a condition to the Closing, be obligated (i) to pay all unpaid amounts that are owed under the Term Mortgage Loan which are required to pay the Term Mortgage Loan in full, and (ii) either (A) to pay all unpaid amounts that are owed under the Emeritus Mortgage Loan which are required to pay the Emeritus Mortgage Loan in full or (B) to cause the Mortgage Loan Assignee to purchase the Emeritus Mortgage Loan from HR for a purchase price equal to all unpaid amounts that are owed under the Emeritus Mortgage Loan in consideration of HR’s execution and delivery of the Mortgage Assignment to the Mortgage Loan Assignee at the Closing. If Purchaser elects to pay the Emeritus Mortgage Loan in full at the Closing, Purchaser must provide, not less than two (2) Business Days prior to the Closing Date, written notice to Sellers of any such election, and, in the Customer Quote Form absence of such written notice of Purchaser’s election, Purchaser shall cause the Mortgage Loan Assignee to purchase the Emeritus Mortgage Loan from HR at the Closing for a purchase price equal to all unpaid amounts that are owed under the Emeritus Mortgage Loan. Purchaser shall identify the Mortgage Loan Assignee in a written notice to Sellers not less than three (3) Business Days prior to the Closing Date. Sellers shall cause HR to accept, or Customer Sales Invoice. The Discounted Purchase Price is cause the Purchase Price applicable if you assign to us the Small Scale Technology Certificate’s (STCs) which are created in respect acceptance of, prepayment of the SystemTerm Mortgage Loan and, as applicable, accept the prepayment, or complete the sale as contemplated herein, of the Emeritus Mortgage Loan irrespective of the failure of Purchaser to satisfy any applicable prepayment notice requirements, and to deliver a payoff letter to Purchaser at least three (3) Business Days prior to the Closing Date. (b) You are required by this Agreement In addition to assign any adjustments to us the Small Scale Technology Certificate’s created in respect of the System without charge and we have agreed to charge the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound to the contract (g) The balance of the Purchase Price (either pursuant to Section 2.3(a) hereof, the Discounted Purchase Price of the Full Purchase Price) must shall be paid subject to us on the Installation Date, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Purchase Price. If any meter upgrading is brought to our attention after the installation, you are still required to pay the balance of Purchasefurther adjustment as set forth below:

Purchase Price. The purchase price (athe “Purchase Price”) The Discounted Purchase Price is set out in shall be an amount equal to the Customer Quote Form or Customer Sales Invoice. The Discounted Purchase Price is the Purchase Price applicable if you assign amount that Seller has paid to us the Small Scale Technology Certificate’s (STCs) which are created in respect sellers of the SystemProperty, the Assignment Fee and the Deposits, each as defined by the Master Agreement and Seller’s Costs (defined below). (b) You are required by this Agreement to assign to us In the Small Scale Technology Certificate’s created in respect event the land contracts associated with certain of the System without charge and we have agreed to charge the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s Properties cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will Purchaser (Seller agreeing to use reasonable efforts to cause them to be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installationassigned), you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound to the contract (g) The balance of the Purchase Price shall equal Four Million Three Hundred Thousand and 00/100 Dollars (either the Discounted Purchase Price $4,300,000) plus Seller’s Costs. If any of the Full Purchase PriceProperties’ associated Land Contracts cannot be transferred to Purchaser at the Closing, Purchaser and Seller shall use commercially reasonable efforts to enter into such arrangements (such as subleasing, sublicensing or subcontracting) must to provide to the parties the economic and, to the extent permitted under applicable Law, operational equivalent of the transfer of such Properties to Purchaser as of the Closing and the performance by Purchaser of its obligations with respect thereto. Purchaser shall, as applicable, as agent of Seller pay, perform, and discharge fully the liabilities and obligations of Seller thereunder from and after the Closing Date and Purchaser agrees to indemnify Seller for any losses, damages, claims, costs and expenses arising from the acts or omissions described in this paragraph. To the extent permitted under applicable law, Seller shall, at Purchaser’s expense, hold in trust for and pay to Purchaser promptly upon receipt thereof, such Properties and all income, proceeds and other monies received by Seller to the extent related to such Properties, additionally, Seller shall make all records associated with the foregoing, as possible, available to Purchaser at any and all times. “Seller’s Costs” means all of Seller’s and its affiliates costs, expenses and fees arising from the date the Master Agreement was signed until the Closing Date under this Agreement, related to or in connection with Seller’s acquisition, ownership, holding, and transfer of the Property, including, without limitation, debt service and carrying costs related to the Property. Seller’s Costs reimbursable by Purchaser shall be paid to us on the Installation Date, regardless capped at One Hundred Fifty Thousand Dollars ($150,000) of (but not limited to) connection to Network Electricity Grid, actual expended third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at costs (without limiting the completion preceding definition of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Purchase Price. If any meter upgrading is brought to our attention after the installation, you are still required to pay the balance of PurchaseSeller’s Costs).

Purchase Price. The purchase price for the Lots to be acquired by the Purchaser from the Seller shall be equal to thirty percent (a30%) The Discounted Purchase Price is set out of the "selling price" of the homes Purchaser intends to construct on the Lots being acquired at any given Closing. For purposes of this paragraph, the “selling price” shall be the gross sales price of any Lot and the residence and structure constructed or to be constructed thereon in accordance with the Customer Quote Form Purchaser's published retail prices in effect at the time of the applicable Closing, and shall include the Lot and any Lot premium charged by the Purchaser, the structure or Customer Sales Invoice. The Discounted Purchase Price is structures built or to be built on the Purchase Price applicable if you assign to us Lot, all of the Small Scale Technology CertificatePurchaser’s (STCs) standard features for the model of the home in question, and unfinished basement, garage, porch and all floor coverings and standard finishes for the model in question, but shall not include charges for any upgrades or optional features selected by the third party homebuyer which are created not routinely included in respect or with residences built by the Purchaser at the time of the System. (b) You are required by this Agreement to assign to us the Small Scale Technology Certificate’s created closing in respect of the System without charge and we have agreed to charge the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installationquestion, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound to the contract (g) The balance of the Purchase Price (either the Discounted Purchase Price of the Full Purchase Price) must be paid to us on the Installation Date, regardless of (including but not limited to) connection to Network Electricity Gridsunrooms and finished basements. Additionally, third-party inspectionfor purposes of this section, meter board connection "upgrades or compliance paperworkoptional features" shall only include those items or things which are traditionally upgrades or optional features for new homes sold in the Cxxxxxx County area as of the date of the closing in question. Your system is considered installed Sales incentives, commissions, closing help and closing costs paid by the Purchaser shall not be deducted. In the event Purchaser substitutes house types on any Lot following Closing, then Purchaser shall so notify Seller, and at the completion time of panel and inverter installation. If closing from the panels are installed and Purchaser to the inverter is not installed home purchaser, Purchaser shall pay to no fault of Captain Green SolarSeller, you are required or Seller shall pay to make 80% Purchaser, as applicable, any difference in price of the balance Purchase Priceaffected Lot which results from the substitution of house types. If Purchaser shall keep the Seller informed of any meter upgrading is brought price adjustments made from time to our attention after time during the installation, you are still required term of this Agreement in the Purchaser's retail price of the homes to pay be constructed on the balance of PurchaseLots by the Purchaser.

Purchase Price. The total purchase price to be paid for the Offering Stockholder's Termination Shares pursuant to this Section (athe "Purchase Price") will be an amount equal to the Fair Market Value Per Share multiplied by the number of such Termination Shares to be sold. Fair Market Value Per Share means the fair market value of the Common Stock as determined by the Company based on a valuation of the Company and its Subsidiaries as a going concern and not for purposes of liquidation on the Valuation Date, and without taking into account any discount for minority interest or lack of liquidity of the shares of Common Stock being valued. The Discounted Purchase Price Valuation Date shall be selected by the Offering Stockholder by written notice delivered to the Company and Purchasers within ten (10) days of the date of the Notice of Termination and shall be either (x) the date of the Notice of Termination, (y) one of the dates which is set out three (3) months, six (6) months and nine (9) months following the Notice of Termination or (z) the date which is one (1) year following the Notice of Termination. Failure of the Offering Stockholder to timely exercise this option shall result in the Customer Quote Form Valuation Date being the date of the Notice of Termination. Upon such determin- ation, the Company shall promptly give notice thereof to the Offeree Stockholders and the Offering Stockholder, setting forth in reasonable detail the calculation of such fair market value and the method and basis of determination thereof (the "Company Determination"). If -------------------------------------------------------------------------------- STOCKHOLDERS AGREEMENT - PAGE 8 (INFINITY/ORIX) the Offering Stockholder shall disagree with the Company Determination and shall, by notice to the Company given within ten (10) days after the delivery of the Company's notice of the Company Determination, elect to dispute the Company Determination, the Company shall, within five (5) days after such notice, engage an investment bank or Customer Sales Invoiceother qualified appraisal firm selected by the Company and the Offering Stockholder (the "Appraiser") to make an independent determination of the Fair Market Value of the Common Stock within fifteen (15) days after being engaged (the "Appraiser Determination"). The Discounted Purchase Price is Appraiser Determination shall be final and binding on the Purchase Price applicable if you assign to us Company and the Small Scale Technology Certificate’s (STCs) which are created in respect Offering Stockholder. The cost of the SystemAppraiser Determination shall be borne by the Company. (b) You are required by this Agreement to assign to us In the Small Scale Technology Certificate’s created in respect event the Offering Stockholder and the Company can not agree upon the selection of the System without charge and we have agreed to charge the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to us. Appraiser, each of them shall within five (c5) If you want to retain the Small Scale Technology Certificate’s created in respect days of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or their failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You so agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the systemselect an Appraiser, and are liable and bound the two (2) Appraisers as so selected shall, within ten (10) days of their selection, select a third Appraiser who shall be the sole Appraiser engaged to make the contract (g) The balance of the Purchase Price (either the Discounted Purchase Price of the Full Purchase Price) must be paid to us on the Installation Date, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installationAppraiser Determination. If the panels are installed two (2) Appraisers fail, in good faith, to so select a third Appraiser, each shall make an Appraiser Determination, and the inverter is not installed to no fault average of Captain Green Solarsuch Appraiser Determinations shall be the Appraiser Determination hereunder. The Purchase Price Determination Date means the day immediately following the Company Determination or the final Appraiser Determination, you are required to make 80% of the balance Purchase Price. If any meter upgrading is brought to our attention after the installation, you are still required to pay the balance of Purchaseas applicable.

Purchase Price. (a) The Discounted Purchase Price is set out in Upon the Customer Quote Form or Customer Sales Invoice. The Discounted Purchase Price is terms and conditions and upon the Purchase Price applicable if you assign to us the Small Scale Technology Certificate’s (STCs) which are created in respect basis of the System. (b) You are required by this Agreement respective representations, warranties and covenants set forth herein, the Underwriter hereby agrees to assign to us purchase from the Small Scale Technology Certificate’s created in respect of the System without charge and we have agreed to charge the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or Issuer for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound limited offering to the contract (g) The balance of public and the Purchase Price (either Issuer hereby agrees to sell and deliver to the Discounted Purchase Price of the Full Purchase Price) must be paid to us on the Installation DateUnderwriter, regardless of all (but not limited toless than all) connection of the $65,735,000 principal amount of Nez Perce County, Idaho Pollution Control Refunding Revenue Bonds (Potlatch Corporation Project), Series 2016 (the “Bonds”) on the date set forth in item 2 of Schedule A attached hereto or such other date as shall have been mutually agreed upon (the “Closing Date”). The Bonds will be issued pursuant to Network Electricity Gridan Indenture of Trust dated as of August 1, third-party inspection2016 (the “Indenture”) between the Issuer and U.S. Bank National Association, meter board connection or compliance paperworkas trustee (the “Trustee”). Your system is considered installed at Pursuant to the completion Loan Agreement dated as of panel and inverter installation. If August 1, 2016 (the panels are installed “Agreement”) among the Issuer, the Company and the inverter is not installed to no fault of Captain Green SolarGuarantors named therein, you are required the Company has covenanted with the Issuer to make 80% loan repayments sufficient to pay when due the principal and purchase price of, premium, if any, and interest, coming due on the Bonds. Pursuant to the Indenture, the Issuer has pledged and assigned to the Trustee all of the balance Purchase PriceIssuer’s right, title and interest in and to the Agreement (with certain specified exceptions). If any meter upgrading is brought In connection with the issuance of the Bonds, the Company will enter into a Continuing Disclosure Agreement, dated as of August 1, 2016 (the “Continuing Disclosure Agreement”). The aggregate principal amount of the Bonds, the date of the Bonds, the date of maturity of the Bonds, the interest rate and the public offering price for the Bonds are set forth in item 3 of Schedule A attached hereto. The Bonds shall otherwise be as described in the Limited Offering Memorandum and the Indenture. The purchase price to our attention after be paid by the installationUnderwriter for the Bonds shall be as set forth in item 4 of Schedule A attached hereto. In consideration of the purchase of the Bonds by the Underwriter, you are still required the Company agrees to pay the balance Underwriter, in immediately available funds, the underwriting commission in the amount set forth in item 5 of PurchaseSchedule A attached hereto, plus reasonable out-of-pocket expenses.

Purchase Price. All capitalized terms used, and not otherwise defined, herein have the meanings set forth for such terms in the Purchase and Sale Agreement dated as of July 30, 2008 among Swift Transportation Corporation, as the Originator and a Seller, Swift Intermodal Ltd. and Swift Leasing Co., Inc., each as a Seller, and Swift Receivables Corporation II, as the Buyer. The purchase price applicable to the Receivables purchased on any day after the Initial Funding Date by Buyer from the Sellers shall be equal to 98.65% (a) The Discounted the “Purchase Price is set out in Percentage”) multiplied by the Customer Quote Form or Customer Sales Invoiceaggregate outstanding balance of such Receivables. The Discounted Purchase Price foregoing purchase price was calculated to yield to Sellers a reasonable profit return on their equity and was calculated assuming, among other things, that charge-offs of Receivables in any year will average approximately 0.15% of the average outstanding balance of the Receivables and that LIBOR (which represents the index for Sellers’ cost of funds under the Receivables Sale Agreement) would average approximately 5.32% and that the Prime Rate (which represents the index for Sellers’ cost of funds under the Subordinated Notes) would average approximately 8.25%. It is the intent of the parties that the purchase price paid hereunder continue to represent adequate consideration for the sale and purchase of the Receivables hereunder. To that end, the parties agree to review on a quarterly basis whether the per annum percentage rates then existing for LIBOR or the Prime Rate have changed to such an extent or if the each Seller’s average percentage of charge-off of Receivables has varied more than 10% from what was originally estimated so as to change the fair value of the Receivables to be sold to Buyer. In either such case, the Sellers and Buyer agree to negotiate, in good faith, in order to adjust the Purchase Price applicable if you assign Percentage to us reflect the Small Scale Technology Certificate’s (STCs) which are created in respect equitable impact of the Systemsuch changes. (b) You are required by this Agreement to assign to us the Small Scale Technology Certificate’s created in respect of the System without charge and we have agreed to charge the Discounted All Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound Percentage adjustments pursuant to the contract (g) The balance of foregoing provisions shall be prospective only and shall not operate to adjust retroactively the Purchase Price (either the Discounted Purchase Price of the Full Purchase Price) must be purchase price previously paid to us on the Installation Date, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Purchase Price. If any meter upgrading is brought to our attention after the installation, you are still required to pay the balance of Purchasefor Receivables.

Purchase Price. (a) The Discounted Purchase Price is set out in the Customer Quote Form or Customer Sales Invoice. The Discounted Purchase Price is the Purchase Price applicable if you assign This assignment, sale, transfer and conveyance by Seller to us the Small Scale Technology Certificate’s (STCs) which are created in respect Purchaser of the System. (b) You are required by this Agreement to assign to us the Small Scale Technology Certificate’s created Property is made and accepted for and in respect consideration of the System without charge price and we have agreed to charge sum of EIGHTY MILLION AND 00/100 DOLLARS ($80,000,000.00), in part payment and deduction whereof the Discounted Purchase Price on present Purchaser has paid the basis that the Small Scale Technology Certificate’s will be assigned to us. sum of AND 00/100 DOLLARS (c) If you want to retain the Small Scale Technology Certificate’s created $ ), [in respect cash current money] of the System you must advise us in writing at least 5 Business Days before United States of America, receipt of which amount the Installationsaid Seller hereby acknowledges and grants full acquittance therefore unto the said Purchaser. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound [add REIT shares to the contract extent issued] AND FOR THE BALANCE of said purchase price, to wit, the sum of AND 00/100 DOLLARS (g) The balance of $ ), the Purchase Price (either the Discounted Purchase Price of the Full Purchase Price) must be paid to us on the Installation Datepresent Purchaser assumes, regardless of (but not limited to) connection to Network Electricity Gridbinds and obligates itself, third-party inspectionits successors and assigns, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Purchase Price. If any meter upgrading is brought to our attention after the installation, you are still required to pay the full acquittance and discharge of the Seller herein of one certain debt (“Debt”) payable to the order of (“Lender”), dated , 20 , in the original principal sum of MILLION AND 00/100 DOLLARS ($ ,000,000.00), bearing interest as provided therein, which said Debt is secured with an Act of Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, in favor of , and , records of Orleans Parish, Louisiana, and Assignment of Leases and Rents, under (All sometimes referred to as the “Loan Documents”). Seller does hereby represent, acknowledge and confirm that as of the date hereof, the outstanding unpaid principal balance due on the debt is $ and that interest has accrued at the rate of Purchase$ per day from , 2010. Said Purchaser does hereby bind itself to the full payment and discharge of said Debt and for all liabilities and obligations expressed in said Loan Documents described above. PURCHASER EXPRESSLY ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS THAT THIS ASSIGNMENT, SALE, TRANSFER AND CONVEYANCE BY SELLER TO PURCHASER OF THE PROPERTY IS MADE WITHOUT ANY WARRANTY OR RECOURSE WHATSOEVER EXCEPT AS EXPRESSLY PROVIDED HEREIN AND IN THE PURCHASE AND SALE AGREEMENT (AS DEFINED BELOW) OR ANY DOCUMENT DELIVERED AT CLOSING. EXCEPT AS EXPRESSLY SET FORTH HEREIN AND IN THE PURCHASE AND SALE AGREEMENT DATED AS OF JUNE , 2010, BY AND SELLER AND PURCHASER (THE “PURCHASE AND SALE AGREEMENT”) ANY DOCUMENT DELIVERED AT CLOSING WITH RESPECT TO THE PROPERTY, PURCHASER ACKNOWLEDGES THAT AND AGREES THAT SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY, OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL, AND GEOLOGY, OR THE ABSENCE OF ANY REDHIBITORY OR OTHER DEFECTS, WHETHER OR NOT KNOWN TO SELLER, (B) THE INCOME DERIVED FROM THE PROPERTY, (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER OR ANY TENANT MAY CONDUCT THEREON, OR ANY OTHER INTENDED USE OF PURCHASER, (D) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, INCLUDING ALL WARRANTIES OF TITLE OR PEACEABLE POSSESSION EXCEPT AS PERTAINS TO ACTS OF SELLER DURING ITS OWNERSHIP OF THE PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, OR (H) COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALS, (I) ANY AND ALL WARRANTIES UNDER LA. CIV. CODE ART. 2475 AND LA CIV. CODE ARTS. 2477 THROUGH 2548 OR ANY OTHER PROVISION OF LAW, OR (J) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY; AND PURCHASER HEREBY WAIVES ANY RIGHT TO MAKE ANY CLAIM BASED ON ANY OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, ANY RIGHT TO MAKE ANY CLAIM AGAINST SELLER BASED ON THE VIOLATION OF ANY ENVIRONMENTAL LAWS. PURCHASER EXPRESSLY ACKNOWLEDGES THE FOREGOING AND WAIVES ANY AND ALL RIGHTS OR CAUSES OF ACTION THAT PURCHASER HAS OR MAY HAVE TO RESCIND OR RESOLVE THIS TRANSFER OR TO DEMAND A REDUCTION IN PURCHASE PRICE BASED UPON THE EXISTENCE OF ANY REDHIBITORY OR OTHER VICES, DEFECTS, OR OTHER DEFICIENCIES IN THE PROPERTY OR ANY IMPROVEMENTS, FIXTURES, OR EQUIPMENT FORMING A PART THEREOF, BASED UPON THE UNSUITABILITY OF THE PROPERTY OR ANY OF ITS COMPONENTS OR PARTS FOR PURCHASER’S INTENDED USE OR ANY OTHER USE, BASED UPON ANY EVICTION OF PURCHASER, IN WHOLE OR IN PART, OR BASED UPON ANY OTHER CLAIMED BREACH OF WARRANTY OR OTHER MATTER WHATSOEVER, THIS TRANSFER BEING OTHERWISE ENTIRELY AT PURCHASER’S SOLE PERIL AND RISK. ADDITIONALLY, EXCEPT AS PROVIDED IN THIS AGREEMENT AND THE PURCHASE AND SALE AGREEMENT, NO PERSON ACTING ON BEHALF OF SELLER IS AUTHORIZED TO MAKE, AND BY EXECUTION HEREOF PURCHASER ACKNOWLEDGES THAT NO PERSON HAS MADE ANY REPRESENTATION, AGREEMENT, STATEMENT, WARRANTY, GUARANTY OR PROMISE REGARDING THE PROPERTY OR THE TRANSACTION CONTEMPLATED HEREIN; AND NO SUCH REPRESENTATION, WARRANTY, AGREEMENT, GUARANTY, STATEMENT OR PROMISE IF ANY, MADE BY ANY PERSON ACTING ON BEHALF OF SELLER SHALL BE VALID OR BINDING UPON SELLER UNLESS EXPRESSLY SET FORTH HEREIN. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PURCHASE AND SALE AGREEMENT, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER AND AGREES TO ACCEPT THE PROPERTY ON THE DATE HEREOF AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OF CLAIM OF CONTRIBUTION) ARISING PROM OR RELATED TO THE PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE PROPERTY EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PURCHASE AND SALE AGREEMENT. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT SELLER HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY, TRUTHFULNESS OR COMPLETENESS OF SUCH INFORMATION EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PURCHASE AND SALE AGREEMENT. SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENT, REPRESENTATION OR INFORMATION PERTAINING TO THE PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, CONTRACTOR, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PURCHASE AND SALE AGREEMENT, PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN “AS IS” CONDITION AND BASIS WITH ALL FAULTS.

Purchase Price. (a) The Discounted purchase price for Legacy Shares -------------- shall be composed of the Cash Equivalent Portion of the Purchase Price is set out in Price, the Customer Quote Form or Customer Sales Invoice. The Discounted Purchase Price is Stock Portion of the Purchase Price applicable if you assign and the Earned Payout Amount. The Buyer agrees to us pay to the Small Scale Technology Certificate’s Sellers at the Closing the sum of $2,770,000 (STCs) which are created in respect to be reduced dollar for dollar by the sum of the Systempayments made by Legacy to cancel and exchange the stock options described in Section 5(i)) in promissory notes (the "CASH EQUIVALENT PORTION OF THE PURCHASE PRICE") and 538,333 Buyer's Shares valued at $6.00 per share (the "STOCK PORTION OF THE PURCHASE PRICE") in exchange for the Legacy Shares. (b) You are required by this Agreement to assign to us the Small Scale Technology Certificate’s created in respect The Cash Equivalent Portion of the System without charge and we have agreed to charge the Discounted Purchase Price shall be issued by Buyer and payable to Sellers at the Closing by delivery of promissory notes in the form of and pursuant to the terms of Exhibit A-1 attached hereto in the amounts set forth on the basis Allocation Schedule; provided, ------------------- however, that each Seller enters into a Purchase Price Adjustment Agreement in the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect form attached hereto as Exhibit C. The Stock Portion of the System you must advise us Purchase Price shall be issued by Buyer to Sellers at the Closing by the delivery of Buyer's Shares in writing at least 5 Business Days before accordance with the InstallationAllocation Schedule; provided, that each Seller ------------------- enters into a Stock Pledge Agreement in the form attached hereto as Exhibit D --------- hereto. (d) If you decide to retain The sum of the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) Cash Equivalent Portion of the Small Scale Technology Certificate’s cannot be assigned to us then Purchase Price, the Full Stock Portion of the Purchase Price and not the Discounted Earned Payout Amount shall be referred to as the "PURCHASE PRICE." Each of (i) the Cash Equivalent Portion of the Purchase Price will be payable. and (eii) If the Full Stock Portion of the Purchase Price shall be allocated among Sellers as set forth on the Allocation Schedule. If, but only if, an Initial ------------------- Public Offering is payable but we have for any reason only collected the Discounted Purchase Price not completed on or before InstallationMay 1, you must pay us the balance 2000, each of the Full Purchase Price on demand. (f) To proceed with Buyer's Shares issued as the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound to the contract (g) The balance Stock Portion of the Purchase Price (either whether or not such Buyer's Shares are pledged in accordance with the Discounted Pledge Agreement) will be exchangeable, at the holder's option, into a promissory note, the face amount of which shall be equal to the number of Buyer's Shares exchanged by such holder multiplied by 6.0 and such note shall be issued in the form of the promissory note attached hereto as Exhibit A-2; provided, that such election to exchange ----------- must be made no later than May 15, 2000 and Buyer shall effect such exchange promptly after such election; provided, further that, if at the time of such exchange, any Buyer's Shares are pledged as collateral pursuant to Seller's Purchase Price Adjustment Agreement in the form attached hereto as Exhibit C the --------- required portion of such note shall continue to be held as Pledged Collateral under his Purchase Price Adjustment Agreement and under his Pledge Agreement in the Full Purchase Price) must be paid to us on the Installation Date, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Purchase Price. If any meter upgrading is brought to our attention after the installation, you are still required to pay the balance of Purchaseform attached hereto as Exhibit D. ---------

Purchase Price. In consideration of the sale, assignment, transfer and conveyance to the Depositor of the Aggregate Receivables and related Transferred Assets, on the terms and subject to the conditions set forth in this Agreement, the Depositor shall, on each Sale Date, pay and deliver to Ditech, in immediately available funds on the related Sale Date, or otherwise promptly following such Sale Date if so agreed by Ditech, as receivables seller, and the Depositor, a purchase price (athe “Purchase Price”) The Discounted Purchase Price is set out equal to (i) in the Customer Quote Form case of one Receivable sold, assigned, transferred and conveyed on such Sale Date, the fair market value of such Receivable on such Sale Date or Customer Sales Invoice(ii) in the case more than one Receivable is sold, assigned, transferred and conveyed on such Sale Date, the aggregate of the fair market values of such Receivables on such Sale Date, payable in cash to the extent of funds available to the Depositor. The Discounted Purchase Price is To the extent that the Purchase Price applicable if you assign to us the Small Scale Technology Certificate’s (STCs) which are created in respect of the System. (b) You are required by this Agreement to assign to us Additional Receivables is greater than the Small Scale Technology Certificate’s created in respect cash portion of the System without charge and we have agreed to charge the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us Price, then the Full Purchase Price and not the Discounted Purchase Price will be payable. Depositor shall (ei) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installationfirst, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound to the contract (g) The balance such portion of the Purchase Price in the form of a borrowing under the Subordinated Note in the form attached hereto as Exhibit A; provided however, that the Depositor may not make any borrowing under the Subordinated Note unless at the time of (either and immediately after) each borrowing thereunder, both before and after the Discounted sale transaction (1) the Depositor’s total assets exceed its total liabilities, (2) the Depositor’s cash on hand is sufficient to satisfy all of its current obligations (other than its obligations under the Subordinated Note and the obligation to pay the Purchase Price Price), (3) the Depositor is adequately capitalized at a commercially reasonable level and (4) the Depositor has determined that its financial capacity to meet its financial commitment under the Subordinated Note is adequate and (ii) second, to the extent the Depositor cannot make a borrowing under the Subordinated Note, accept a contribution to its capital from Ditech in an amount equal to the remaining unpaid portion of the Full Purchase Price) must be paid to us on the Installation Date, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Purchase Price. If Ditech is hereby authorized by the Depositor to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any meter upgrading is brought to our attention after obligation of the installation, you are still required Depositor thereunder. Ditech shall record in its books and records all increases in and payments in reduction of the outstanding principal amount of the Subordinated Note. The Depositor shall not have any obligation to pay to Ditech a cash Purchase Price in connection with any Delinquency Advance arising in connection with a Credited Advance Funding unless Ditech pays to the balance of PurchaseDepositor or its assigns the Advance Reimbursement Amounts for the Delinquency Advances deemed to have been reimbursed in connection with such Credited Advance Funding. Ditech shall contribute any such Delinquency Advances for which there is no Cash Purchase Price paid to the Depositor.

Purchase Price. In full consideration for the purchase of the Current Excess Servicing Spread and the rights under the Future Spread Agreement for GNMA Mortgage Loans, and upon the terms and conditions of this Agreement, Purchaser shall pay to Seller on the Sale Date an amount (athe “Base Purchase Price”) The Discounted Purchase Price is set out in equal to (i) the Customer Quote Form or Customer Sales Invoice. The Discounted Purchase Price is product of (x) the aggregate outstanding principal balance of the Mortgage Loans as of the Cut-Off Date, (y) the Purchase Price applicable if you assign Percentage and (z) the Current Excess Servicing Spread Percentage plus (ii) $179,225.56, an amount equal to us the Small Scale Technology Certificate’s (STCs) which are created in respect financing charge of the System. Current Excess Servicing Spread for the period from the Cut-off Date through the Sale Date minus (biii) You are required by this Agreement to assign to us the Small Scale Technology Certificate’s created in respect product of the System without charge Current Excess Servicing Spread Percentage and we have agreed to charge the Discounted Prepay Deposit Amount. The Base Purchase Price shall be allocated by the Parties on the basis that Sale Date to reflect the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain consideration for the Small Scale Technology Certificate’s created in respect purchase of the System you must advise us in writing at least 5 Business Days before Current Excess Servicing Spread hereunder (the Installation“Purchase Price”) and the consideration for the rights acquired by Purchaser under the Future Spread Agreement for GNMA Mortgage Loans. (d) If you decide In addition, on the first Distribution Date, Seller shall pay Purchaser, an adjustment to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not equal to the Discounted Purchase Price will be payableRebate Amount. (e) If the Full Purchase Price is payable but we have for The Parties shall treat any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound to the contract (g) The balance payment of the Purchase Price (either Rebate Amount pursuant to this Agreement as an adjustment to the Discounted Purchase Price for all purposes. Seller and Purchaser shall cooperate to reconcile the Base Purchase Price within 10 Business Days after the Sale Date or soon as reasonably practical thereafter. In the event there is an adjustment or reconciliation of the Full Base Purchase Price (i) Seller shall pay to Purchaser (x) the amount, if any, by which the estimated Base Purchase Price paid on the Sale Date exceeds the reconciled Base Purchase Price plus (y) interest on the applicable amount computed pursuant to clause (i)(x) above at the Federal Funds Rate for the period from the Sale Date to the date of payment in full of such amount; or (B) Purchaser shall pay to the Seller (x) the amount, if any, by which the Base Purchase Price exceeds the estimated Base Purchase Price, plus (y) must interest on the amount computed pursuant to clause (B)(x) above at the Federal Funds Rate for the period from the Sale Date to the date of payment in full of such amount. Any adjustment amounts (including interest) shall be paid by the Purchaser or the Seller, as applicable, to us on the Installation Date, regardless other party within ten (10) Business Days from receipt of satisfactory written verification of amounts due. The Base Purchase Price shall be payable by the Purchaser to the Seller as follows: (but not limited toa) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80100% of the balance estimated Base Purchase PricePrice allocable to the Mortgage Servicing Rights less the product of (x) Current Excess Servicing Spread Percentage and (y) the Holdback, shall be payable on the Sale Date, and (b) the Purchaser’s portion of the Holdback shall be released to Seller based on when the Seller is required to release the Holdback pursuant to the terms of the Purchase and Sale Agreement. If any meter upgrading is brought to our attention To the extent that the aggregate Seller Purchase Price for Mortgage Loans that prepay in full within ninety (90) days after the installationP&S Sale Date (other than Mortgage Loans prepaid through a refinancing provided by Seller or an affiliate, you are still required to or in connection with a default by a mortgagor, including a short sale or acceptance of a deed-in-lieu of foreclosure) exceeds the Prepay Deposit Amount, the Seller shall pay the balance Purchaser the product of Purchasethe (i) the Current Excess Servicing Spread Percentage and (ii) the excess of (a) the aggregate Seller Purchase Price for such prepaid Mortgage Loans over (b) the Prepay Deposit Amount. To the extent that the aggregate Seller Purchase Price calculated ninety (90) days after the P&S Sale Date for such prepaid Mortgage Loans is less than the Prepay Deposit Amount, the Purchaser shall pay to Seller the product of (i) the Current Excess Servicing Spread Percentage and (ii) the excess of (a) the Prepay Deposit Amount over (b) such aggregate Seller Purchase Price for such Prepaid Mortgage Loans. Any such amounts shall be paid by Seller or Purchaser, as applicable, within 30 days after the termination of the ninety day period after the P&S Sale Date.

Purchase Price. The purchase price (athe “Purchase Price”) The Discounted for the Mortgage Loans shall be [*]% (the “Purchase Price Percentage”) of the aggregate outstanding principal balance of the Mortgage Loans being purchased as of the Cut-off Date, after application of payments due on the Mortgage Loans on or before the Cut-off Date whether or not such payments have been received, plus accrued interest at the Mortgage Loan Remittance Rate (as defined herein) from the Cut-Off Date through the day prior to the related Closing Date, inclusive. The Purchase Price for the Mortgage Loans assumes a net weighted average coupon (the “Net WAC”) on the Mortgage Loans of [*]%. The Net WAC, which is set out also referred to as the “Mortgage Loan Remittance Rate”, is equal to: the weighted average of the mortgage interest rates which the Borrowers are required to pay as disclosed on the related Mortgage Notes less the servicing fee applicable to the Mortgage Loans as provided for in the Customer Quote Form or Customer Sales Invoicerelated Underlying Agreements. The Discounted Purchase Price is was calculated using a [*]% price spread behind the interpolated GNMA based on a 30-year GNMA [*]% with a price of [*]% and a 30-year GNMA [*]% with a price of [*]% (the “Pricing Formula”). On the Closing Date, should the actual Net WAC vary from [*]%, the Purchase Price applicable if you assign Percentage shall be adjusted pursuant to us the Small Scale Technology Certificate’s (STCs) which are created in respect of the System. (b) You are required by this Agreement Pricing Formula to assign to us the Small Scale Technology Certificate’s created in respect of the System without charge and we have agreed to charge the Discounted calculate an adjusted Purchase Price on Percentage (the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full “Adjusted Purchase Price and not the Discounted Purchase Price will Percentage”), which shall be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior used to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound to the contract (g) The balance of calculate the Purchase Price (either using the Discounted same methodology as above and substituting the Adjusted Purchase Price. [*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. CONFIDENTIAL TREATMENT REQUESTED BY FEDERAL HOME LOAN BANK OF SEATTLE The Purchase Price of the Full Purchase Price) must shall be paid to us the Seller in immediately available funds by wire transfer on the Installation Closing Date, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Purchase Price. If any meter upgrading is brought to our attention after the installation, you are still required to pay the balance of Purchase.

Purchase Price. The aggregate purchase price to be paid to the Stockholders for the purchase of the Shares shall be $175,000,000, plus, if the Pending Acquisition is consummated prior to the Closing Date, the lesser of (x) $850,000 or (y) the purchase price actually paid by the Company to consummate the Pending Acquisition, minus (i) the aggregate amount of Indebtedness for Borrowed Money of the Company as of the Closing Date (including without limitation Senior Debt, Subordinated Debt and any prepayment penalty or premium payable with respect thereto), (ii) the Net Working Capital Shortfall and (iii) the WODJ Amount (such net amount, the "Purchase Price"). The Purchase Price shall be paid at the Closing as follows: (a) The Discounted Purchase Price is set out in the Customer Quote Form or Customer Sales Invoice. The Discounted Purchase Price is $2,000,000 of the Purchase Price applicable if you assign shall be delivered to us the Small Scale Technology Certificate’s Stockholder Rep (STCsfor the purpose of the payment of professional fees and other costs and expenses incurred by the Stockholders in connection with the transactions contemplated hereby), on behalf of the Stockholders, in cash or by wire transfer of immediately available funds to an account designated by the Stockholder Rep in writing to Citadel at least three days prior to the Closing Date, and (b) the remainder of the Purchase Price shall be paid to the Stockholders, in accordance with their percentage ownership of BBH as of the Closing Date as set forth in the Equity Percentage Letter, in cash or by wire transfer of immediately available funds to the respective accounts designated by the Stockholders in writing to Citadel at least three days prior to the Closing Date. Not later than the date which are created is three days prior to the Closing Date, the Stockholder Rep shall deliver to Citadel a letter (the "Equity Purchase Letter") setting forth each Stockholder's ownership percentage of BBH. In the event that the Stockholder Rep fails to deliver such letter, Citadel shall pay the Purchase Price to an account designated by the Stockholder Rep, and the Stockholder Rep shall be solely responsible for the delivery of the Purchase Price to the Stockholders. The Stockholders hereby (x) irrevocably appoint the Stockholder Rep as their representative for purposes of receiving the payment described in clause (a) of third preceding sentence and (y) acknowledge and agree that, upon payment of the Purchase Price as described herein, Citadel shall have no further obligation to the Stockholders in respect of the System. (b) You are required by this Agreement to assign to us the Small Scale Technology Certificate’s created in respect of the System without charge and we have agreed to charge the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound to the contract (g) The balance payment of the Purchase Price (either the Discounted Purchase Price of the Full Purchase Price) must be paid to us on the Installation Date, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Purchase Price. If any meter upgrading is brought to our attention after the installation, you are still required to pay the balance of Purchase.

Purchase Price. Subject to the adjustments hereinafter set forth, the purchase price (athe “Purchase Price”) The Discounted to be paid to Sellers by Buyer for the Membership Interests shall be Thirty Million One Hundred Fifty Thousand and No/100 Dollars ($30,150,000.00) (the “Purchase Price is set out in the Customer Quote Form or Customer Sales InvoicePrice”). The Discounted Purchase Price is Sellers and Buyer acknowledge and agree that the Purchase Price applicable if you assign to us was determined by taking the Small Scale Technology Certificate’s (STCs) which are created in respect average of the System. (b) You are required by this Agreement to assign to us the Small Scale Technology Certificate’s created in respect fair market value of the System without charge Property established by two independent appraisals of the Property (the “Appraisals”) commissioned by Buyer and we have agreed to charge conducted by CB Xxxxxxx Xxxxx and Xxxxxxx & Xxxxxxxxx (collectively, the Discounted Purchase Price on the basis ‘Appraisers”). Sellers acknowledge and agree that the Small Scale Technology Certificate’s will Company shall be assigned to us. solely responsible for the payment of any pre-payment penalty under the existing indebtedness (cthe “Existing Indebtedness”) If you want to retain of Principal Life Insurance Company and Wachovia Bank, National Association (collectively, “Lender”) encumbering the Small Scale Technology Certificate’s created in respect of Property, and such pre-payment penalty shall be deducted from the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted paid to Lender as a disbursement on Sellers’ behalf at Closing. The Purchase Price will shall be payable, as adjusted for the prorations and other payments and credits specified in this Contract, by wire transfer of immediately available U.S. Federal Funds at Closing through the Title Company to an account designated in writing by Sellers. Sellers and Buyer further agree that Sellers shall, on the date which is one year after the Closing Date (e) If the Full Purchase Price is payable but we “Earn Out Date”), have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance two independent appraisals of the Full Purchase Price on demand. (f) To proceed with Property conducted by the Quote, you must pay a 10% deposit Appraisers for the purpose of determining the fair market value of the Discounted Property as of the Earn Out Date. In the event the average of the fair market value of the Property on the Earn Out Date (the “Earn Out Value”) established by such appraisals of the Property is higher than the Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paidPrice, you give Captain Xxxxx the authority to install the system, and are liable and bound Sellers shall receive cash equal in value to the contract (g) The balance of difference between the Purchase Price and the Earn Out Value (either the Discounted Purchase Price “Earn Out Payment”). Provided, however, in the event that Buyer incurs out-of-pocket damages, costs and expenses (including, without limitation, reasonable attorneys’ fees actually incurred and court costs) after the Closing arising out of the Full Purchase Pricebreach by Sellers’ of (i) must their representations and warranties in Section 4 herein, or (ii) any surviving indemnity of Sellers’ described herein, including, without limitation, those contained in Section 20 herein, the amount of such damages, costs and expenses incurred by Buyer shall be deducted from the Earn Out Payment due Sellers by Buyer. Sellers and Buyer shall each pay one-half of the cost of such appraisals. Sellers and Buyer covenant and agree that their agreement to sell and purchase the Membership Interests, respectively, together with Sellers’ and Buyer’s other covenants contained herein, including, without limitation, Sellers’ covenants in Section 7 herein and Buyer’s out-of-pocket expenses to be paid (i) to us on Buyer’s attorneys in connection with the Installation Datenegotiation of this Contract and matters related thereto, regardless (ii) to any prospective lender as an application or commitment fee, (iii) to CB Xxxxxxx Xxxxx and Xxxxxxx & Xxxxxxxxx for the Appraisals, and (iv) to unrelated and unaffiliated third party consultants in connection with the performance of (but not limited to) connection examinations, inspections and/or investigations pursuant to Network Electricity Gridthis Contract, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel constitutes good and inverter installation. If the panels are installed valuable consideration and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Purchase Price. If any meter upgrading is brought to our attention after the installation, you are still required to pay the balance of Purchasemutuality under this Contract.

Purchase Price. (a) The Discounted Purchase Price is set out in the Customer Quote Form or Customer Sales Invoice. The Discounted Purchase Price is the Purchase Price applicable if you assign to us the Small Scale Technology Certificate’s (STCs) which are created in respect of the System. (b) You are required by this Agreement to assign to us the Small Scale Technology Certificate’s created in respect of the System without charge and we have agreed to charge the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted other items of consideration shall be paid as follows: The total Purchase Price will for the Transaction and a non-compete agreement from the Company's owners shall be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior cash payment equal to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound to the contract (g) The balance of the Purchase Price (either the Discounted Purchase Price of the Full Purchase Price) must be paid to us on the Installation Date, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80100% of the balance Purchase Price2005 gross operating revenues of Premier. If any meter upgrading On the date of Closing, Purchaser shall assume the then current ordinary business liabilities of Company. [CONFIDENTIAL TREATMENT REQUESTED] shall be paid in accordance with the following schedule: [CONFIDENTIAL TREATMENT REQUESTED] to be paid at closing. [CONFIDENTIAL TREATMENT REQUESTED] , in accordance with the following schedule: [CONFIDENTIAL TREATMENT REQUESTED] to be paid in month 13, post closing, if Premier has achieved GAAP Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA") of [CONFIDENTIAL TREATMENT REQUESTED] ("First Target EBITDA") for the 12 month period emmediately post closing. Should Premier not achieve the First Target EBITDA, but have achieved EBITDA for the period of at least [CONFIDENTIAL TREATMENT REQUESTED] then the sellers shall receive a portion of the First Earn-Out based on a formula the numerator of which is brought the amount of EBITDA exceeding [CONFIDENTIAL TREATMENT REQUESTED] and the denominator of which is [CONFIDENTIAL TREATMENT REQUESTED] . [CONFIDENTIAL TREATMENT REQUESTED] to our attention after be paid in month 25, post closing, if Premier has achieved EBITDA of [CONFIDENTIAL TREATMENT REQUESTED] ("Second Target EBITDA") for the installation12 month period wich falls from the 13th to the 24th month emmediately post closing. Should Premier not achieve the Second Target EBITDA, you are still required but have achieved EBITDA for the period of at least [CONFIDENTIAL TREATMENT REQUESTED] , then the sellers shall receive a portion of the Second Earn-Out based on a formula the numerator of which is the amount of EBITDA exceeding [CONFIDENTIAL TREATMENT REQUESTED] and the denominator of which is [CONFIDENTIAL TREATMENT REQUESTED] . At closing Purchaser shall execute two promissory notes, each for the cash portion of the First and Second Earn-Out amounts in favor of the owners of Premier and payable on the respective Earn-Out dates and deposit same in and escrow relationship with Xxxxxxx Bank with instructions to release said notes to the owners of Premier upon presentation of evidence that the approprate Earn-Out target has been achieved. At closing Purchaser shall caused to be issued stock in the amount of the respective Earn-Out amounts in the name of the owners of Premier and deposit said certificates in and escrow relationship with Xxxxxxx Bank with instructions to release said stock to the owners of Premier upon presentation of evidence that the appropriate Earn-Out target has been achieved. The obligation of Purchaser to pay the balance appropriate Earn-Outs shall be secured by a pledge of Purchasethe Premier stock being purchased in the transaction contemplated hereby, which pledge and stock shall be held in escrow by Xxxxxxx Bank. Should Purchaser be successful in raising capital of at least [CONFIDENTIAL TREATMENT REQUESTED] at any time during the Earn-Out period, it shall substitute the two promissory notes with cash. Should Premier not be able to reach its First or Second Earn-Out Targets as a result of the occurance of some natural disaster or "act of God", then the time period during which the respective Target EBITDA needs to be achieved shall be suspended for as long as the natural disaster or "act of God" is in affect and shall commence to run after the termination of said natural disaster or "act of God."

Purchase Price. Subject to adjustment pursuant to Section 3.2, the purchase price for the Securities shall be an aggregate of $31,500,000 (athe “Purchase Price”), to be paid as follows: (i) The Discounted Purchase Price is $26,100,000 payable in cash by wire transfer in immediately available funds, less the amount required to pay off certain indebtedness of the Company as set out in forth below, (ii) $2,900,000 (the Customer Quote Form “Escrow Fund”) payable to the Escrow Agent pursuant to the Escrow Agreement; and (iii) $2,500,000 through the assumption of $2,500,000 of ordinary course current liabilities of the Company on a consolidated basis as the categories of such liabilities are set forth on Schedule 3.1(a) hereto, which for purposes of clarification shall not include any liabilities related to interest-bearing or Customer Sales Invoicelong-term debt, capital lease obligations, ERISA-related obligations and Tax obligations or any other liabilities not set forth on such schedule (the “Assumed Current Liabilities”). The Discounted Purchase Price is For purposes of illustration only, the amounts of the Assumed Current Liabilities as of July 31, 2006 are set forth on Schedule 3.1(b) hereto. Notwithstanding the foregoing, Assumed Current Liabilities shall not include obligations of the Company pursuant to severance arrangement employment agreements set forth on Schedule 3.1(c) hereto. In addition, the Purchase Price applicable if you assign shall be adjusted upwards or downwards on the Closing Date with respect to us the Small Scale Technology Certificate’s calculation of the items set forth on Schedule 3.1(d) for the periods specified therein (STCsthe “Effective Date Adjustments”). The amount payable pursuant to this Section 3.1(a)(i) shall be reduced by the amount necessary (which are created amounts shall be paid directly by Buyer) to repay all outstanding indebtedness for borrowed money and capital lease obligations of the Company on the Closing Date, including any unpaid interest, fees, prepayment penalties and expenses thereon, and remove all Liens (other than Permitted Liens) in respect of the System. (b) You are required by this Agreement to assign to us the Small Scale Technology Certificate’s created in respect any property or assets of the System without charge and we have agreed to charge the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to usCompany. (c) If you want to retain the Small Scale Technology Certificate’s created in respect of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound to the contract (g) The balance of the Purchase Price (either less the Discounted Purchase Price of the Full Purchase PriceEscrow Fund and other deductions pursuant to this Section 3.1) must shall be paid to us on the Installation Date, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed Sellers and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Purchase Price. If any meter upgrading is brought to our attention after the installation, you are still required to pay the balance of PurchaseOption Holders as set forth on Schedule A and Schedule B hereto.

Purchase Price. The Purchase Price for the Facility Ownership Interest shall be (a) The Discounted Purchase Price is set out in the Customer Quote Form event Buyer exercises the Project Purchase Option pursuant to either Section 2.2(a) or Customer Sales Invoice. The Discounted Purchase Price is 2.2(b), an amount equal to the Purchase Price applicable if you assign to us the Small Scale Technology Certificate’s (STCs) which are created in respect of the System. Fair Market Value; and (b) You are required by this Agreement in the event Buyer exercises the Project Purchase Option pursuant to assign Section 2.2(c), an amount equal to us the Small Scale Technology Certificate’s created in respect greater of (i) the Fair Market Value and (ii) that percentage share of the System without charge and we have agreed Facility Debt that is equal to charge the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to usFacility Ownership Interest. Within fifteen (c15) If you want to retain the Small Scale Technology Certificate’s created in respect of the System you must advise us in writing at least 5 Business Days before following the Installation. (d) If you decide delivery by Buyer of a Purchase Option Exercise Notice, the Parties will attempt to retain select a single Qualified Appraiser to determine the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound to the contract (g) The balance of the Purchase Price (either the Discounted Purchase Price of the Full Purchase Price) must be paid to us on the Installation Date, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installationFair Market Value. If the panels are installed Parties cannot agree on a single Qualified Appraiser within this period, they shall engage three Qualified Appraisers. In this case, each Party shall select one Qualified Appraiser and the inverter is not installed Qualified Appraisers so selected shall select the third Qualified Appraiser. If there are three Qualified Appraisers and they are unable to no fault of Captain Green Solaragree unanimously as to the Fair Market Value, you are required to make 80% but if two of the balance Purchase Pricethree are able to agree as to such Fair Market Value, then the decision of those two Qualified Appraisers shall be binding for all purposes. If there is no such agreement among two of the Qualified Appraisers as to the Fair Market Value, then the Fair Market Value for all purposes shall be the average of the values determined by the two Qualified Appraisers with the smallest difference in value between them. The Qualified Appraiser(s) shall determine the Fair Market Value as soon as practicable and in any meter upgrading is brought to our attention event within sixty (60) days after the installationselection of the third Qualified Appraiser. Seller, you are still required to on the one hand, and Buyer, on the other hand, shall each pay fifty percent (50%) of the balance fees and expenses of Purchasethe Qualified Appraiser(s). EXHIBIT 3.10 PARTICIPATION AGREEMENT EXHIBIT 4.10 PROJECT O&M AGREEMENT SCHEDULE 3.3(a) PREMISES [Legal description of all the land and property rights and interests included in the site of the Facility shall be inserted in this Schedule]

Purchase Price. (a) The Discounted Purchase Price is purchase price of the Product shall be as set out forth on Exhibit C. The Customer agrees that Sudormed may change the price at any time and from time to time, provided, however, that any price change shall be due to changes in Sudormed's direct Product costs. Sudormed shall provide to the Customer Quote Form or Customer Sales Invoicesuch documents confirming any cost increases as shall reasonably be requested from time to time by the Customer. The Discounted Purchase Price In the event that any such price change is the Purchase Price applicable if you assign to us the Small Scale Technology Certificate’s (STCs) which are created in respect of the System. (b) You are required by this Agreement to assign to us the Small Scale Technology Certificate’s created in respect of the System without charge and we have agreed to charge the Discounted Purchase Price on the basis such that the Small Scale Technology Certificate’s will be assigned business relationship between the parties is not beneficial economically, then the parties agree to us. (c) If you want to retain negotiate the Small Scale Technology Certificate’s created in respect of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s price and, if a new price cannot be assigned mutually agreed upon, the Customer may either accept such price change as announced by Sudormed or terminate the relationship by giving Sudormed written notice of such termination within thirty (30) days of the announcement of such change, which termination shall be effective upon the expiration of such thirty (30) day period. In addition, in the event any Product is approved for use as an over-the-counter ("OTC") product, Customer and Sudormed shall mutually evaluate appropriate modifications to us the Minimum Quantities set forth on Exhibit B and the prices set forth on Exhibit C. In the event Sudormed's supplier of Product reduces its price charged to Sudormed, then Sudormed shall equally reduce the Full Purchase Price price payable by Customer to Sudormed. In addition, should Customer request any changes to the Product, including without limitation, any changes required for new indications or regulatory compliance, Sudormed shall inform Customer of (i) any non-recurring costs in implementing such change, and not (ii) any recurring incremental change in Sudormed's direct Product costs. If Customer elects to proceed with such change, Customer shall reimburse Sudormed the Discounted Purchase Price will non-recurring costs, as invoiced by Sudormed, and the Product price, as set forth on Exhibit C, shall be payableamended to reflect such incremental cost changes. (e) If In addition to the Full Purchase Price is payable but we have foregoing price, Customer shall be responsible for and pay or reimburse Sudormed for any reason only collected the Discounted Purchase Price sales or use tax which may be imposed on or before Installation, you must pay us the balance any sale of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound to the contract (g) The balance of the Purchase Price (either the Discounted Purchase Price of the Full Purchase Price) must be paid to us on the Installation Date, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Purchase Price. If any meter upgrading is brought to our attention after the installation, you are still required to pay the balance of PurchaseProduct under this Agreement.

Purchase Price. The Customer is purchasing CCTG’s Managed Services Program under this Agreement for the purchase price outlined in your Agreement. CCTG reserves the right to renegotiate rates based on additions of locations, hardware, software, hardware support requirements, and/or services as well as modify this Agreement (aor any portion thereof) The Discounted Purchase Price is set out with a 30-day notice. Any workstations, laptops or other Microsoft Windows based devices connected to the Network as well as any other device additions may be automatically included in the Customer Quote Form or Customer Sales Invoicenumber of connected and monitored devices and the monthly invoice may be automatically adjusted. The Discounted Purchase Price is the Purchase Price applicable if you assign to us the Small Scale Technology Certificate’s (STCs) which are created Said purchase price shall be paid in respect of the System. (b) You are required by this Agreement to assign to us the Small Scale Technology Certificate’s created in respect of the System without charge and we have agreed to charge the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that monthly installments by signing the Customer Quote Form “Automated Withdraw Authorization Agreement”. A Cheque for any prorated first month and whether or not a 10% deposit has been paidfull second month installment and the “Onboarding Setup Fee” are due upon execution of this Agreement. Each payment thereafter shall be due the first day of each calendar month. Services provided hereunder shall be assessed against this account as provided herein. CHARGES FOR SERVICE Services shall be charged against the account in accordance with the terms and conditions as outlined in your Agreement and the BILLABLE SERVICES AND RATE CARD in this document. Any supplemental services provided by CCTG which are outside the terms of this Agreement, you give Captain Xxxxx the authority to install the system, and are liable and bound shall be charged to the contract Customer as an additional charge in accordance with the terms and conditions as outlined in the BILLABLE SERVICS AND RATE CARD in this document. Any additional billing charges will be invoiced weekly, with payment expected within thirty (g30) days, unless otherwise specified by CCTG. The balance Customer shall, in addition to the other amounts payable under this Agreement, pay all sales and other taxes, federal, provincial, recycling fees or otherwise, however designated which are levied or imposed by reason of the Purchase Price (either services provided pursuant to this Agreement. Without limiting the Discounted Purchase Price of foregoing, the Full Purchase Price) Customer shall promptly pay to CCTG an amount equal to any such taxes actually paid or required to be collected or paid by CCTG. In the event that CCTG does not receive payment from the Company by the due date, interest must be paid on any overdue amount at 2% per month and a $100.00 fee for any automated transactions that fail to us on complete. CCTG reserves the Installation Dateright to refuse or suspend service under this Agreement in the event the Customer has failed to pay any invoice within sixty (60) days of said invoice date, regardless of (but whether it is an invoice for services provided under this Agreement or any other Agreement between the parties. Services that may be suspended are not limited toto the following: help desk support, access to all subscribed services, renewals of any type, e-mail, web-site hosting, DNS services, backup services, remote (off-site) connection to Network Electricity Gridbackup and testing, thirdanti-party inspectionvirus, meter board connection all cyber security services or compliance paperworkfirewall services. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed WARRANTIES AND DISCLAIMERS CCTG makes and the inverter is not installed to Customer receives no fault warranty, express or implied, and all warranties of Captain Green Solarmerchantability and fitness for a particular purpose are expressly excluded. In no event shall CCTG or any of its directors, you are required to make 80% employees or other representatives be responsible for any special, incidental, indirect, or consequential damages of any kind including, without limitations, those resulting from loss of data, income, profit, and on any theory of liability, arising out of or in connection with the services or use thereof even if it has been advised or has knowledge of the balance Purchase Pricepossibility of such damages. If any meter upgrading The Customer shall assume full responsibility for the overall effectiveness and efficiency of the operating environment in which the Network is brought to our attention after the installation, you are still required to pay the balance of Purchasefunction. CCTG does not guarantee backups will be restorable regardless if test restores have been completed.

Purchase Price. (a) The Discounted Buyer shall pay to Seller the net Purchase Price is set out for each Gallon of Ethanol Delivered under this Agreement as provided in the Customer Quote Form Section 7.1(a) by direct wire transfer or Customer Sales Invoiceelectronic transfer to Seller’s designated bank account. The Discounted Purchase Price is direct wire transfer or electronic transfer to Seller’s designated bank account (“Payment”) shall be made no later than the Purchase Price applicable if you assign to us twentieth (20th) day after the Small Scale Technology Certificate’s (STCs) which are created in respect Friday of the Systemweek in which the railroad issues the xxxx of lading or waybill for such Gallons sold and delivered during said week. At the time of each Payment Buyer shall forward a statement to Seller setting forth in reasonable detail all third party buyer purchase terms including without limitation, the quantity of Ethanol sold, the purchase prices, and all Resale Costs, Transportation Costs and commissions directly relating to such third party sale and purchase terms, and the quantity and price of Ethanol purchased by Buyer for its own account (b) You are required by this Agreement to assign to us if any). During the Small Scale Technology Certificate’s created in respect first sixty days of the System without charge and we have agreed to charge the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect start up of the System you must advise us in writing at least 5 Business Days before Plant, the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound to the contract (g) The balance of the Purchase Price (either the Discounted Purchase Price of the Full Purchase Price) must be paid to us on the Installation Date, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Purchase Price. If any meter upgrading is brought to our attention after the installation, you are still required Buyer agrees to pay the balance Seller as follows: From days 1 to 60, the direct wire transfer or electronic transfer to Seller’s designated bank account (“Payment”) shall be made no later than the seventh (7th) day after the Friday of Purchasethe week in which railroad issues the xxxx of lading or waybill for such Gallons sold and delivered during said week. From days 61 to 90, the direct wire transfer or electronic transfer to Seller’s designated bank account (“Payment”) shall be made no later than the fourteenth (14th) day after the Friday of the week in which the railroad issues the xxxx of lading or waybill for such Gallons sold and delivered during said week. Seller may elect, by notifying Buyer by email or fax, to receive payment no later than the seventh (7th) day after the Friday of the week in which Seller issues the xxxx of lading for such Gallons sold and delivered during said week. In this case, Buyer shall also receive the Incremental Commission. For Unit Trains, the date that the Unit Train ships determines the week in which the railroad issues the xxxx of lading or waybill for such Gallons sold and delivered during said week.

Purchase Price. In consideration of the sale, assignment, transfer and conveyance to the Depositor of the Aggregate Receivables and related Transferred Assets, on the terms and subject to the conditions set forth in this Agreement, the Depositor shall, on each Sale Date, pay and deliver to Green Tree, in immediately available funds on the related Sale Date, or otherwise promptly following such Sale Date if so agreed by Green Tree, as receivables seller, and the Depositor, a purchase price (athe “Purchase Price”) The Discounted Purchase Price is set out equal to (i) in the Customer Quote Form case of one Receivable sold, assigned, transferred and conveyed on such Sale Date, the fair market value of such Receivable on such Sale Date or Customer Sales Invoice(ii) in the case more than one Receivable is sold, assigned, transferred and conveyed on such Sale Date, the aggregate of the fair market values of such Receivables on such Sale Date, payable in cash to the extent of funds available to the Depositor. The Discounted Purchase Price is To the extent that the Purchase Price applicable if you assign to us the Small Scale Technology Certificate’s (STCs) which are created in respect of the System. (b) You are required by this Agreement to assign to us Additional Receivables is greater than the Small Scale Technology Certificate’s created in respect cash portion of the System without charge and we have agreed to charge the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us Price, then the Full Purchase Price and not the Discounted Purchase Price will be payable. Depositor shall (ei) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installationfirst, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound to the contract (g) The balance such portion of the Purchase Price in the form of a borrowing under the Promissory Note in the form attached hereto as Exhibit A; provided however, that the Depositor may not make any borrowing under the Subordinated Note unless at the time of (either and immediately after) each borrowing thereunder, both before and after the Discounted sale transaction (1) the Depositor’s total assets exceed its total liabilities, (2) the Depositor’s cash on hand is sufficient to satisfy all of its current obligations (other than its obligations under the Subordinated Note and the obligation to pay the Purchase Price Price), (3) the Depositor is adequately capitalized at a commercially reasonable level and (4) the Depositor has determined that its financial capacity to meet its financial commitment under the Subordinated Note is adequate and (ii) second, to the extent the Depositor cannot make a borrowing under the Subordinated Note, accept a contribution to its capital from Green Tree in an amount equal to the remaining unpaid portion of the Full Purchase Price) must be paid to us on the Installation Date, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Purchase Price. If Green Tree is hereby authorized by the Depositor to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any meter upgrading is brought to our attention after obligation of the installation, you are still required Depositor thereunder. Green Tree shall record in its books and records all increases in and payments in reduction of the outstanding principal amount of the Subordinated Note. The Depositor shall not have any obligation to pay to Green Tree a cash Purchase Price in connection with any Delinquency Advance arising in connection with a Credited Advance Funding unless Green Tree pays to the balance of PurchaseDepositor or its assigns the Advance Reimbursement Amounts for the Delinquency Advances deemed to have been reimbursed in connection with such Credited Advance Funding. Green Tree shall contribute any such Delinquency Advances for which there is no Cash Purchase Price paid to the Depositor.

Purchase Price. The initial aggregate purchase price for the Purchased Assets, including the Transferred Intellectual Property is SIX HUNDRED SEVENTY NINE MILLION FIVE HUNDRED ONE THOUSAND EIGHT DOLLARS (a$679,501,008.00) (the “Initial Purchase Price”), but is subject to adjustment as provided in Section 1.5 hereof (as so adjusted, the “Purchase Price”). The Discounted Initial Purchase Price is set out equals, in the Customer Quote Form or Customer Sales Invoice. The Discounted Purchase Price is aggregate, the Initial Loan Value of each Loan contained in the Purchased Assets multiplied by the Purchase Price applicable if you assign to us Percentage in respect of such Loan. Schedule 1.4 hereto (the Small Scale Technology Certificate’s “Initial Loan Value Schedule”) sets forth the calculation of the Initial Loan Value in respect of each Loan. At the Closing, Purchaser shall (STCsi) which are created pay the Initial Purchase Price in respect of the System. Closing Date Purchased Assets with respect to which there are no Escrowed Assets related thereto (bsuch amount, the “Estimated Closing Date Purchased Assets Purchase Price”) You are required by this Agreement to assign Sellers, (ii) deposit on behalf of Sellers an amount equal to us the Small Scale Technology Certificate’s created Initial Purchase Price in respect of the System without charge Escrowed Assets and we have agreed to charge the Discounted Closing Date Purchased Assets related thereto (such amount, the “Estimated Escrowed Assets Purchase Price” and, together with the Estimated Closing Date Purchased Assets Purchase Price, collectively, the “Estimated Purchase Price”) in the Purchase Price on Escrow Account to be held by the basis that Escrow Agent in accordance with the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect terms of the System you must advise us in writing at least 5 Business Days before Escrow Agreement, and (iii) assume the InstallationAssumed Liabilities from Sellers. Sellers shall accept (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to actx) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Estimated Closing Date Purchased Assets Purchase Price from Purchaser, and not (y) the Discounted Estimated Escrowed Assets Purchase Price will delivered by Purchaser to the Escrow Agent for deposit into the Purchase Price Escrow Account to be payableheld and released in accordance with the terms of the Escrow Agreement and the assumption of the Assumed Liabilities by Purchaser, in full payment for the Purchased Assets, including the Transferred Intellectual Property, subject to any adjustment as provided in Section 1.5(c) hereof. (e) If the Full The Estimated Purchase Price is payable but we have for any reason only collected in the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full Purchase Price on demand. (fmanner provided in Sections 2.3(a)(i) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound to the contract (g2.3(b) The balance of the Purchase Price (either the Discounted Purchase Price of the Full Purchase Price) must be paid to us on the Installation Date, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Purchase Price. If any meter upgrading is brought to our attention after the installation, you are still required to pay the balance of Purchasehereof.

Purchase Price. (a) The Discounted Purchase Price is set out for each Mortgage Loan listed on the related Mortgage Loan Schedule shall be as stated in the Customer Quote Form or Customer Sales Invoice. The Discounted Purchase Price is related Commitment Letter (subject to adjustment as provided therein), which shall equal the Purchase Price applicable if you assign to us the Small Scale Technology Certificate’s (STCs) which are created in respect Percentage multiplied by its Stated Principal Balance as of the Systemrelated Cut-off Date. (b) You are required by this Agreement to assign to us If so provided in the Small Scale Technology Certificate’s created in respect related Commitment Letter, portions of the System without charge and we have agreed Mortgage Loans shall be priced separately. In addition to charge the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound to the contract (g) The balance of the Purchase Price (either as described above, the Discounted Purchase Price Initial Purchaser shall pay to the Seller, at closing, accrued interest on the Stated Principal Balance of each Mortgage Loan as of the Full Purchase Price) must be paid related Cut-off Date at its Net Mortgage Rate from the related Cut-off Date through the day prior to us on the Installation related Closing Date, regardless both inclusive. It is intended that the conveyance pursuant to this Agreement of the Seller's right, title and interest in and to the Mortgage Loans shall constitute and shall be construed as a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be or to be made as security for a loan, it is intended that: (but not limited to1) connection the rights and obligations of the parties shall be established pursuant to Network Electricity Gridthe terms of this Agreement; (2) the Seller hereby grants to the Purchaser a first priority security interest in all of the Seller's right, third-party inspectiontitle and interest in, meter board connection or compliance paperwork. Your system is considered installed at to and under the completion of panel and inverter installation. If related Mortgage Loans, the panels are installed Custodial Account and the inverter is not installed to no fault proceeds of Captain Green Solar, you are required to make 80% any and all of the balance Purchase Priceforegoing, whether now owned or hereafter acquired, free and clear of adverse claims; and (3) the related Commitment Letter and this Agreement shall constitute a security agreement under applicable law and the Custodian shall be deemed to be an independent custodian for purposes of perfection of the security interest granted to the Purchaser or its assignee, as the case may be, and the Purchaser or its assignee, as the case may be, shall have all of the rights of a secured party under applicable law. If any meter upgrading is brought The Seller shall be responsible for maintaining, and shall maintain until the related Transfer Date for the related Mortgage Loan, a complete set of books and records for such Mortgage Loan, which shall be marked clearly to our attention after reflect the installationownership of such Mortgage Loan by the Purchaser. In particular, you are still required the Seller shall maintain in its possession, available for inspection by the Purchaser, and shall deliver to pay the balance Purchaser upon reasonable notice, evidence of Purchasecompliance with all applicable federal, state and local laws, rules and regulations.

Purchase Price. (a) The Discounted actual purchase price (“Purchase Price”) shall be * * *. The base purchase price of the Cars (the “Base Purchase Price”) as of July 2005 for each Offered Car Type shall be as set forth in Exhibit A hereto. The Base Purchase Price is set out firm and subject to escalation or other adjustment after the date of this Agreement only as provided in the Customer Quote Form or Customer Sales Invoicethis Agreement. The Discounted Base Purchase Price shall be * * *. The Base Purchase Price, as increased or decreased pursuant to the provisions of this Agreement, is referred to as the “Adjusted Purchase Price.” Neither the Adjusted Purchase Price applicable nor any Market Price includes any state or local sales, use or other similar taxes, and any such sales, use or similar tax arising out of this transaction, if you assign any, shall be paid by Buyer together with the Base Purchase Price. Seller shall sell Cars to us Buyer at the Small Scale Technology Certificate’s (STCs) which are created in respect lesser of the SystemAdjusted Purchase Price or the best current market price (“Market Price”) determined on a “most favored nations” basis. (b) You are required At the time of execution of each Schedule and Purchase Order, Seller shall provide Buyer the Market Price for the delivery period quoted. “Most favored nations” pricing, for the purpose of this Agreement, is defined as the lowest price of an Offered Car Type offered by this Agreement Seller to assign to us the Small Scale Technology Certificate’s created marketplace in respect of the System without charge and we have agreed to charge the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to usgeneral. (c) If you want Seller shall also inform Buyer in connection with the execution of each Schedule, of Seller’s estimated adjustments to retain the Small Scale Technology Certificate’s created in respect relevant Base Purchase Price. Seller shall inform Buyer promptly of its final determination of the System you must advise us Adjusted Purchase Price and, in writing at least 5 Business Days before any event, prior to rendering any Seller’s invoice with respect to such Schedule. * * *. No adjustments shall be made in any Price for changes in any of the Installationfollowing * * *. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound to the contract (g) The balance of the Purchase Price (either the Discounted Purchase Price of the Full Purchase Price) must be paid to us on the Installation Date, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Purchase Price. If any meter upgrading is brought to our attention after the installation, you are still required to pay the balance of Purchase* * *

Purchase Price. (a) The Discounted Purchase Price If no consideration is set out given by a transferee in connection with the Customer Quote Form or Customer Sales Invoice. The Discounted Purchase Price is the Purchase Price applicable if you assign to us the Small Scale Technology Certificate’s (STCs) which are created in respect Involuntary Disposition of the System. (b) You are required by this Agreement to assign to us Involuntary Disposition Shares, the Small Scale Technology Certificate’s created in respect purchase price per share shall be the Fair Market Value as of the System without charge and we have agreed to charge the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect date of the System you must advise us Involuntary Disposition Notice, or with regard to an Involuntary Disposition pursuant to Section 4(b), the date of the Involuntary Disposition. If consideration is given by a transferee in writing at least 5 Business Days before connection with the Installation. Involuntary Disposition of the Involuntary Disposition Shares, the purchase price per Share for such Involuntary Disposition Shares shall be the lesser of (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to acti) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance Fair Market Value as of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit date of the Discounted Purchase Price and/or sign Involuntary Disposition Notice, or with regard to an Involuntary Disposition pursuant to Section 4(b), the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound to the contract (g) The balance date of the Purchase Price Involuntary Disposition, or (either ii) the Discounted Purchase Price fair value of the Full Purchase Price) must be paid to us on the Installation Date, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installationconsideration given for such Involuntary Disposition Shares. If the panels are installed consideration given for such Involuntary Disposition Shares is non-cash consideration and the inverter is not installed Transferring Shareholder, the Corporation and the Other Shareholders electing to no fault of Captain Green Solar, you are required to make 80% purchase any or all of the balance Purchase Price. If any meter upgrading is brought Involuntary Disposition Shares are unable to our attention agree upon the fair value of such non-cash consideration within ten (10) days after the installationdate the Involuntary Disposition Notice was delivered to the Corporation, you are still required an appraisal firm jointly selected by the Corporation, the Transferring Shareholder and the Other Shareholders electing to pay purchase any or all of the balance Involuntary Disposition Shares shall determine the fair value of Purchasesuch non-cash consideration, and the fees and expenses of such appraisal firm shall be borne by the Corporation. Any such determination of the fair value of such non-cash consideration by the appraisal firm shall be conclusive and binding on all parties. During the time an appraisal firm is being jointly selected and the appraisal is being performed, all time periods pursuant to this Section 4(b) shall be tolled until the determination of the fair value of such non-cash consideration by the appraisal firm is released to the Corporation, the Transferring Shareholder and the Other Shareholders at which time such time periods shall continue.

Purchase Price. Seller agrees to sell to Purchaser the Conservation Easement for the sum of One Hundred and Fifty Five Thousand Dollars (a$155,000) (“Purchase Price”), which represents a part of the total consideration paid for the Conservation Easement, pursuant to a separate agreement between Seller, Land Trust, and the U.S. Natural Resources Conservation Service. (The Discounted total consideration paid at closing for the Conservation Easement, including funds provided by the U.S. Natural Resources Conservation Service, will total $672,500.00.) Purchaser shall provide the Purchase Price is set out to Seller in consideration of the Customer Quote Form sale of the Deed of Conservation Easement, and the Purchase Price shall be payable by warrant or Customer Sales Invoicewire transfer issued by the Gallatin County Treasurer to Seller at the time of closing, or through an agreed upon Escrow account subject to Purchaser’s and Land Trust’s closing instructions. The Discounted Deed of Conservation Easement shall be recorded at Closing, at the expense of Seller, at the office of the Gallatin County Clerk and Recorder. Seller agrees that the Purchase Price is the Purchase Price applicable if you assign to us the Small Scale Technology Certificatefinal negotiated purchase price for Purchaser’s (STCs) which are created in respect portion of the Systemoverall purchase of the Conservation Easement, and Seller shall not be entitled to seek any additional funding from the Open Space Bond Fund for the Deed of Conservation Easement on and over the real property described in Exhibit A of this Agreement. (b) You are required by Purchaser may elect to assign all of its rights and obligations under this Agreement to assign Land Trust, except for the right and obligation to us the Small Scale Technology Certificate’s created in respect of the System without charge and we have agreed to charge the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound to the contract (g) The balance of provide the Purchase Price (either at Closing. If Purchaser does effect such an assignment to Land Trust, Purchaser shall deposit the Discounted Purchase Price into escrow with the Closing Agent with instructions that the Purchase Price shall be disbursed to the Seller only upon Purchaser’s approval of all required closing documents and the recording of the Full Purchase Price) must be paid to us on the Installation DateDeed of Conservation Easement and all necessary Subordination Agreements, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Purchase Price. If any meter upgrading is brought to our attention after the installation, you are still required to pay the balance of Purchaseif any.

Purchase Price. Each of the Sellers agree that at the Closing such Seller shall transfer, convey and deliver to the Purchaser free and clear of all Encumbrances, all right, title, and interest of such Seller in and to the Membership Interests owned by such Seller. At the Closing, the Purchaser shall deliver to the Sellers, as consideration for the sale of the Membership Interests, Six Million Dollars (a$6,000,000.00), as adjusted pursuant to Section 2.04(b) The Discounted (the “Initial Purchase Price”). Following the Closing, such Initial Purchase Price is set out shall be subject to adjustment as provided in Sections 2.03 and 2.04 (the Customer Quote Form or Customer Sales InvoiceInitial Purchase Price, so adjusted, the “Purchase Price”). The Discounted At the Closing, the Initial Purchase Price is shall be paid by Purchaser as follows: (i) an amount equal to the Purchase Price applicable if you assign Escrow Cash shall be deposited with the Escrow Agent to us be held in escrow pursuant to the Small Scale Technology Certificate’s (STCs) which are created in respect terms of the System. Escrow Agreement; (bii) You are required if a Release and Assumption Agreement is not delivered on or prior to Closing in accordance with Section 7.02(l), an amount equal to One Hundred Fifty Thousand Dollars ($150,000) (the “Change of Control Escrow Cash”) shall be deposited with the Escrow Agent to be held in escrow pursuant to the terms of the Escrow Agreement; (iii) an amount equal to any brokers fees or commissions payable by the Company or Sellers and professional fees and expenses incurred by the Company or Sellers relating to the transaction contemplated by this Agreement to assign be paid by the Company that shall at such time remain unpaid shall be paid as directed by the Sellers prior to us the Small Scale Technology Certificate’s created in respect of the System without charge Closing; and we have agreed to charge the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to us. (civ) If you want to retain the Small Scale Technology Certificate’s created in respect of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full such Initial Purchase Price on demand. (fthe “Closing Date Cash Consideration”) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound shall be paid to the contract (g) The balance Sellers. Closing Date Cash Consideration will be payable by wire transfer of immediately available funds to the Purchase Price Bank Account. Subject to any amounts held back to fund future costs and expenses as may be agreed to among the Sellers, the Closing Date Cash Consideration shall be distributed by the Sellers’ Representative among the Sellers according to each such Seller’s Applicable Percentage of such Closing Date Cash Consideration. The Purchaser agrees to deposit with the Escrow Agent at the Closing the Escrow Cash and the Change of Control Escrow Cash (either if applicable) in cash payable by wire transfer or delivery of other immediately available funds (with the Discounted Purchase Price Escrow Cash consisting of that portion of the Full Purchase Pricecash otherwise payable to each Seller based upon the Applicable Percentages) must to be paid available to us on satisfy amounts owed by the Installation DateSellers to the Purchaser under this Agreement, regardless if any, in accordance with the terms of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed this Agreement and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Purchase Price. If any meter upgrading is brought to our attention after the installation, you are still required to pay the balance of PurchaseEscrow Agreement.

Purchase Price. The amount payable by the Issuer to the Seller (the "PURCHASE PRICE") for Designated Receivables and the Receivables Property on any Payment Date under this Agreement shall be equal to the product of (a) The the aggregate Outstanding Balance of the Designated Receivables sold to the Issuer hereunder since the immediately preceding Payment Date TIMES (b) the Discounted Purchase Price is set out in Percentage; PROVIDED that for purposes of the Customer Quote Form or Customer Sales Invoice. The Discounted Purchase Price is Payment Date occurring on the Initial Closing Date, the Purchase Price applicable if you assign to us for the Small Scale Technology Certificate’s (STCs) which are created in respect Designated Receivables and the Receivables Property existing on the Initial Closing Date shall be based on the Designated Receivables existing as of the SystemCut-Off Date (the "INITIAL CLOSING DATE PURCHASE PRICE"). On the first Settlement Date occurring after the Initial Closing Date (b) You are required by this Agreement to assign to us the Small Scale Technology Certificate’s created in respect of "INITIAL SETTLEMENT DATE"), the System without charge and we have agreed to charge the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound to the contract (g) The balance of Seller shall determine the Purchase Price (either for the Discounted Purchase Price of the Full Purchase Price) must be paid to us Designated Receivables and Receivables Property existing on the Installation Date, regardless of Initial Closing Date based on the Designated Receivables existing on the Initial Closing Date (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation"ACTUAL CLOSING DATE PURCHASE PRICE"). If the panels are installed and Initial Closing Date Purchase Price paid by the inverter Issuer on the Initial Closing Date is not installed greater than the Actual Closing Date Purchase Price, the Seller shall apply that excess to no fault of Captain Green Solar, you are required to make 80% reduce the outstanding principal amount of the balance Subordinated Note on the Initial Settlement Date. If the Initial Closing Date Purchase Price paid by the Issuer on the Initial Closing Date is less than the Actual Closing Date Purchase Price. If any meter upgrading is brought , the Issuer shall pay that difference to our attention after the installation, you are still required to pay Seller on the balance Initial Settlement Date by increasing the outstanding principal amount of Purchasethe Subordinated Note in the amount of the difference.

Purchase Price. In the event that HNRC timely exercises the --------------- Purchase Option, the purchase price for the Selected Option Property (athe "Option Purchase Price") shall be determined as set forth in this Section 3.7 D. The Discounted Option Purchase Price is set out in shall be equivalent to the Customer Quote Form or Customer Sales Invoice. The Discounted Purchase Price is the Purchase Price applicable if you assign to us the Small Scale Technology Certificate’s (STCs) which are created in respect Fair Market Value of the System. (b) You are required Selected Option Property Immediately following exercise by this Agreement to assign to us the Small Scale Technology Certificate’s created in respect of the System without charge and we have agreed to charge the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound to the contract (g) The balance HNRC of the Purchase Price (either Option, the Discounted Purchase Price Parties shall meet and in good faith endeavor to establish and agree upon the Fair Market Value of the Full Selected Option Property. In the event that, within 30 days following the provision to Hospah and/or SFPMC of HNRC's written notice exercising the Purchase Option, the Parties are unable to agree in writing upon the Fair Market Value of the Selected Option Property, then such Fair Market Value shall be determined by a board of three appraisers. Hospah and/or SFPMC shall collectively select one appraiser, HNRC shall select one appraiser and those, two appraisers shall select a third appraiser mutually agreeable to each of them. All appraisers shall be independent, disinterested, duly qualified and experienced in the appraisal of property similar to the Selected Option Property. All appraisers shall also be familiar with the prevailing market conditions in the rural parts of Imperial County, California. An appraisal approved by a majority of the three appraisers or, if no appraisal is approved by a majority of the appraisers, an appraisal equal to the average of the two closest appraisals, shall conclusively establish the Fair Market Value, of the Selected Option Property (and the Option Purchase Price). The appraisers shall jointly execute and provide to each of the Parties a written notice setting forth their determination of Fair Market Value. The determination of Fair Market Value reached by the appraisers pursuant to the foregoing procedures shall be conclusive, final and binding upon the Parties. HNRC shall pay the fees and expenses of the appraiser selected by HNRC, Hospah and/or SFPMC shall pay the fees and expenses of the appraiser selected by Hospah and/or SFPMC and Hospah (together with SFPMC) must be paid to us on the Installation Date, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80shall pay 50% of the balance Purchase Price. If any meter upgrading is brought to our attention after fees and expenses of the installation, you are still required to third appraiser and HNRC shall pay 50% of the balance fees and expenses of Purchasethe third appraiser.

Purchase Price. (a) The Discounted Purchase Price is for the Servicing Rights in each Servicing Rights Package shall be set out forth in the Customer Quote Form or Customer Sales Invoicerelated Acknowledgment Agreement. The Discounted Purchase Price It is understood and agreed that the Purchase Price applicable if you assign to us shall be paid by the Small Scale Technology Certificate’s (STCs) which are created in respect of the System. (b) You are required by this Agreement to assign to us the Small Scale Technology Certificate’s created in respect of the System without charge and we have agreed to charge the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound Servicer to the contract (g) Owner in consideration for the Owner selling the Servicing Rights in accordance with this Agreement. The balance Servicer shall pay an amount equal to 90% of the Purchase Price (either to the Discounted Owner on the related Sale Date by wire transfer of immediately available funds to an account designated by the Owner in writing. The Servicer shall pay the remainder of the Purchase Price to the Owner within 5 Business Days of the Full related Sale Date as set forth in the immediately preceding sentence. If, subsequent to the payment of the Purchase Price or the payment of any other amounts due under this Agreement to either party, the principal on which the Purchase Price with respect to a Mortgage Loan was based is found to be in error, or if, for any other reason, the Purchase Price or such other amounts are found to be in error, within five (5) Business Days after the receipt of information sufficient to provide notice that payment is due, the party benefiting from the error shall pay to the other party an amount sufficient to correct and reconcile the Purchase Price or such other amounts and shall provide the other party with a reconciliation statement and such other documentation sufficient to reasonably satisfy the other party concerning the accuracy of such reconciliation. In connection with the repurchase of a Mortgage Loan by a Seller from the Owner due to a breach of a representation or warranty or other defect, the Servicer shall be entitled to receive from the Owner the Servicing Repurchase Price) must . This amount shall be paid by the Owner to us on the Installation DateServicer within thirty (30) Business Days of any such repurchase by wire transfer of immediately available funds to an account designated by the Servicer. Concurrently with any repurchase and payment described in the paragraph above, regardless the Servicer shall transfer, assign, set over and convey to the Owner all of (but not limited to) connection its right, title and interest in and to Network Electricity Gridthe related Servicing Rights with respect to such repurchased Mortgage Loan. In addition, third-party inspectionthis Agreement shall terminate with respect to such Mortgage Loan, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Purchase Price. If any meter upgrading is brought to our attention after the installation, you are still required to pay the balance of Purchaseexcept as otherwise provided herein.

Purchase Price. (a) The Discounted “Purchase Price is set out Price” for the Receivables in Accounts existing on the Customer Quote Form Closing Date or Customer Sales Invoice. The Discounted Purchase Price is the Purchase Price applicable if you assign related Additional Cut-Off Date, and the related Purchased Assets, that are conveyed to us MRI under this Agreement and the Small Scale Technology Certificate’s related Supplemental Conveyance and which came into existence after the Closing Date or the related Additional Cut-Off Date shall be payable in cash on the Closing Date or the Addition Date, as applicable, in an amount equal to the sum of (STCsi) which are created in respect 100% of the System. (b) You are required by this Agreement to assign to us the Small Scale Technology Certificate’s created in respect of the System without charge and we have agreed to charge the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the aggregate balance of the Full Principal Receivables, and such of the Finance Charge and Administrative Receivables as constitute fees and charges relating to debt cancellation, debt waiver and other enhancement and insurance programs administered by the Credit Card Originator, so conveyed, plus (ii) the present value of anticipated excess spread, including Interchange, computed by taking into account factors such as historical losses (and discounted to take into account any uncertainty as to future performance matching historical performance), servicing fees, delinquencies, payment rates and yield, such sum adjusted to reflect any other factors as HRAC II and MRI mutually may agree will result in a Purchase Price on demanddetermined to be the fair market value of such Receivables and the related Purchased Assets. (f) To proceed with the Quote, you must pay a 10% deposit This computation of the Discounted initial Purchase Price and/or sign shall assume no reinvestment in new Receivables. The Purchase Price for the Customer Quote Form prior to Installation. You agree that by signing Receivables in Accounts which come into existence after the Customer Quote Form and whether Closing Date or not a 10% deposit has been paidthe related Additional Cut-Off Date, you give Captain Xxxxx the authority to install the systemas applicable, and the related Purchased Assets, shall be payable on a date (the “Purchase Price Payment Date”) mutually agreed to by HRAC II and MRI (but no later than the Distribution Date following the Monthly Period in which such Receivables and the related Purchased Assets are liable and bound conveyed by HRAC II to MRI) in cash in an amount equal to the contract (g) The balance of the Purchase Price (either the Discounted Purchase Price of the Full Purchase Price) must be paid to us on the Installation Date, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Purchase Price. If any meter upgrading is brought to our attention after the installation, you are still required to pay the balance of Purchase.

Purchase Price. (a) The Discounted Purchase Price is shall be allocated to the Assets as set out forth in Schedule 2.3-1 hereto, subject to adjustment as set forth in this Section 2.3. Property Taxes, water/sewer charges, gas, electric, telephone and other utilities, and other operating expenses relating to the Customer Quote Form or Customer Sales Invoice. The Discounted Purchase Price is Facilities are the Purchase Price applicable if you assign to us the Small Scale Technology Certificate’s (STCs) which are created in respect responsibility of the SystemTenants under the Tenant Leases and shall not be prorated. (b) You are required by this Agreement to assign to us Rents payable under the Small Scale Technology Certificate’s created in respect Tenant Leases, rent payable under the Greensville Lease, and payments due under the Mortgage Loans shall be prorated as of the System without charge Applicable Closing Date therefor; provided, however, that (i) Rents and we have agreed to charge payments due under the Discounted Purchase Price on the basis Mortgage Loans that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect are, as of the System you must advise us Applicable Closing Date, in writing arrears by not more than one (1) month shall be purchased by Purchaser and credited to the applicable Seller, (ii) Sellers shall retain sole and exclusive ownership of any other delinquent Rents and payments due under the Mortgage Loans and all right, title, power and authority to enforce payment thereof after the Applicable Closing, and (iii) Purchaser shall, at least 5 Business Days before the Installationapplicable Seller’s reasonable cost and expense, assist such Seller by all reasonable means (without any obligation to incur any costs or to file or become a party to any litigation) in such Seller’s collection of such delinquent Rents and payments due under the Mortgage Loans. (d) If you decide If, after the Applicable Closing for an Asset, Purchaser, or its designee, shall receive any delinquent Rents or payments under the Mortgage Loans, such Rents or payments shall be applied first to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) most recently accrued obligations. In the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us event that the balance of any such Rents or payments are to be applied to any Rents or payments to which a Seller retained ownership and did not receive a proration credit at the Full Purchase Price Applicable Closing, Purchaser covenants and agrees, on demandits behalf and on behalf of its designee, to immediately remit such amounts to the applicable Seller. (f) To proceed with Sellers shall retain all security deposits and other similar deposits relating to the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the systemTenant Leases, and are liable and bound to the contract (g) The balance of the Purchase Price (either the Discounted Purchase Price of the Full Purchase Price) must be paid to us on the Installation Date, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed Purchaser shall receive a credit for such deposits at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Purchase Price. If any meter upgrading is brought to our attention after the installation, you are still required to pay the balance of PurchaseApplicable Closing.

Purchase Price. (a) On the Closing Date, (i) Purchaser shall deposit, via intrabank transfer, into the Indemnity Escrow Account, pursuant to the terms of an escrow agreement between the Seller and the Purchaser in the form attached hereto as Exhibit B (the “Escrow Agreement”), with The Discounted PrivateBank and Trust Company, as escrow agent (the “Escrow Agent”), an amount equal to $4,500,000 (the “Indemnity Escrow Amount”) in immediately available, good funds free of costs and charges (funds delivered in this manner are referred to herein as “Good Funds”), pursuant to the terms and conditions provided in the Escrow Agreement to be delivered to the Escrow Agent on or before the Closing Date, (ii) Purchaser shall deposit, via intrabank transfer, into the Seller Net Purchase Price is set out in Escrow Account, pursuant to the Customer Quote Form or Customer Sales Invoice. The Discounted terms of the Escrow Agreement, an amount equal to $1,000,000 (the “Seller Net Purchase Price is Escrow Amount”) from the Purchase Price applicable if you assign in immediately available Good Funds, pursuant to us the Small Scale Technology Certificate’s terms and conditions provided in the Escrow Agreement, and (STCsiii) which are created in respect Purchaser shall deposit, via intrabank transfer, into the Purchaser Net Purchase Price Escrow Account, pursuant to the terms of the System. Escrow Agreement, an amount equal to $1,000,000 (b) You are required by this Agreement to assign to us the Small Scale Technology Certificate’s created in respect of the System without charge and we have agreed to charge the Discounted “Purchaser Net Purchase Price on Escrow Amount”) in immediately available Good Funds, pursuant to the basis that terms and conditions provided in the Small Scale Technology Certificate’s will be assigned to usEscrow Agreement. In turn, the Escrow Agent shall immediately (ci) If you want to retain deposit the Small Scale Technology Certificate’s created Indemnity Escrow Amount into the Indemnity Escrow Account as provided in respect of the System you must advise us in writing at least 5 Business Days before Escrow Agreement, (ii) deposit the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Seller Net Purchase Price and not Escrow Amount into the Discounted Seller Net Purchase Price will be payable. Escrow Account as provided in the Escrow Agreement, and (eiii) If deposit the Full Purchaser Net Purchase Price is payable but we have for any reason only collected Escrow Amount into the Discounted Purchaser Net Purchase Price on or before Installation, you must pay us Escrow Account as provided in the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound to the contract (g) The balance of the Purchase Price (either the Discounted Purchase Price of the Full Purchase Price) must be paid to us on the Installation Date, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Purchase Price. If any meter upgrading is brought to our attention after the installation, you are still required to pay the balance of PurchaseEscrow Agreement.

Purchase Price. (a) The Discounted Purchase Price is set out forth in the Customer Quote Form or Customer Sales InvoiceExhibit A shall be valid for Purchase Term. The Discounted Purchase Price is parties agree to meet from time to time, but not less than every six (6) months, to review the Purchase Price applicable as it relates, to market conditions. At that time the parties, if you assign to us the Small Scale Technology Certificate’s (STCs) which are created market conditions so require, shall negotiate in respect of the System. (b) You are required by this Agreement to assign to us the Small Scale Technology Certificate’s created in respect of the System without charge and we have agreed to charge the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound good faith an adjustment to the contract (g) The balance of the Purchase Price (either the Discounted Purchase Price of the Full Purchase Price) must be paid to us on the Installation Date, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Purchase Price. If at any meter upgrading time during the Purchase Term, the price for any of the Products generally charged to other clients of Lannett is brought lower than the then current Purchase Price, then Lannett shall immediately make available this lower price to our attention after ________ and adjust the installationPurchase Price in Exhibit A, you are still required including the price for purchases for which a purchase order has already been issued by ________ in accordance with Section 2.3 hereof. If at any time during the Purchase Term, Lannett increases the price generally charged to pay other clients and ________ for any of the balance Products and such price is higher than the then current Purchase Price, then Lannett shall promptly notify _______ of Purchasesuch increase. If _______ does not accept such increase, then the parties shall negotiate in good faith for up to thirty (30) days from the date ________ gives notice, to arrive at a mutually acceptable Purchase Price. If, during such thirty (30) day period the parties agree on a mutually acceptable Purchase Price then Lannett shall adjust the Purchase Price in Exhibit A. If at the end of such thirty (30) day period the parties have not reached agreement, ________, at its option, may amend Exhibit A to exclude such Product and shall cease to have obligations to purchase such Product. From time to time the parties may agree to adjust the Purchase Price through a rebate or other similar mechanism to accommodate promotions or other sales incentive given by __________ to its clients.

Purchase Price. (a) The Discounted Purchase Price is set out Such purchase and sale shall be made by execution and delivery by the Senior Creditors and the Subordinated Creditors of an Assignment and Assumption in the Customer Quote Form form attached to the Bank Credit Agreement. Upon the date of such purchase and sale, the Subordinated Creditors shall (i) pay to the Senior Creditor Representative for the benefit of the holders of the Senior Debt as the purchase price therefore the full amount of all the Senior Debt then outstanding and unpaid (including principal, interest, fees, Eurodollar breakage or Customer Sales Invoice. The Discounted Purchase Price is similar breakage amounts, and expenses, including reasonable attorneys’ fees and expenses), (ii) cash collateralize any interest rate, foreign currency, or commodity hedge agreements that have not been terminated in a manner satisfactory to the Purchase Price applicable if you assign Senior Creditor Representative, (iii) agree to us reimburse the Small Scale Technology Certificate’s Senior Creditors for any loss, cost, damage or expense (STCsincluding reasonable attorneys’ fees and legal expenses) in connection with any commissions, fees, costs or expenses related to any issued and outstanding hedge agreements as described above and any checks or other payments provisionally credited to the Senior Debt, and/or as to which are created the Senior Creditors have not yet received final payment, and (iv) agree to reimburse (or back by stand-by letters of credit or cash collateral in a manner satisfactory to the Senior Creditor Representative) the Senior Creditors in respect of the System. (b) You are required by this Agreement to assign to us the Small Scale Technology Certificate’s created in respect indemnification obligations of the System without charge Loan Parties under the Senior Debt Documents as to matters or circumstances known to or determinable by Senior Creditor Representative which could reasonably be expected to result in any loss, cost, damage or expense (including reasonable attorneys’ fees and we have agreed legal expenses) to charge the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will Senior Creditors. Such purchase price and cash collateral shall be assigned remitted by wire transfer of immediately available funds to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect such bank account of the System you must advise us Senior Creditors as the Senior Creditor Representative may designate in writing at least 5 Business Days before to the InstallationSubordinated Creditor Representative for such purpose. (d) If you decide Interest shall be calculated to, but shall exclude, the business day on which such purchase and sale shall occur if the amounts so paid by the Subordinated Creditors to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) bank account designated by the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form Senior Creditor Representative are received in such bank account prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid2:00 p.m., you give Captain Xxxxx the authority to install the systemChicago time, and are liable interest shall be calculated to, and bound shall include, such business day if the amounts so paid by the Subordinated Creditors to the contract (g) The balance of bank account designated by the Purchase Price (either the Discounted Purchase Price of the Full Purchase Price) must be paid to us Senior Creditor Representative are received in such bank account later than 2:00 p.m., Chicago time on the Installation Date, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Purchase Price. If any meter upgrading is brought to our attention after the installation, you are still required to pay the balance of Purchasesuch day.

Purchase Price. In full consideration for the purchase of the Current Excess Servicing Spread and the rights under the Future Spread Agreement for Non-Agency Mortgage Loans, and upon the terms and conditions of this Agreement, Purchaser shall pay to Seller on the Closing Date an amount (athe “Base Purchase Price”) The Discounted Purchase Price is set out in equal to the Customer Quote Form or Customer Sales Invoice. The Discounted Purchase Price is product of (x) the aggregate outstanding principal balance of the Mortgage Loans as of the Cut-Off Date, (y) the Purchase Price applicable if you assign Percentage and (z) the Current Excess Servicing Spread Percentage. The Base Purchase Price shall be allocated by the Parties on the Closing Date to us reflect the Small Scale Technology Certificate’s (STCs) which are created in respect consideration for the purchase of the SystemCurrent Excess Servicing Spread hereunder (the “Purchase Price”) and the consideration for the rights acquired by Purchaser under the Future Spread Agreement for Non-Agency Mortgage Loans. Purchaser will also pay to Seller a supplemental purchase price (bthe “Supplemental Purchase Price”) You are required equal to the product of (i) $25 million and (ii) a fraction, the numerator of which is the sum of the “Base Purchase Price” paid by Purchaser under (and as defined in) each Sale Agreement on the applicable Closing Date and the denominator of which is the aggregate purchase price paid by Seller to Aurora to acquire the mortgage servicing rights pursuant to the Residential Servicing Business Asset Purchase Agreement. Purchaser will allocate the Supplemental Purchase Price under each or any of the Sale Agreements and Future Spread Agreements in its reasonable discretion. The portion of the Supplemental Purchase Price so allocated to the applicable Sale Agreement and the related Future Spread Agreement shall be paid by Purchaser on the “Closing Date” applicable to each such Sale Agreement and the related Future Spread Agreement. The parties intend that any Purchase Price Adjustment Amount received by Purchaser pursuant to Section 3.04(a) of this Agreement be characterized as an adjustment to assign to us the Small Scale Technology Certificate’s created in respect of the System without charge and we have agreed to charge the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound to the contract (g) The balance of the Purchase Price (either the Discounted Purchase Price of the Full Purchase Price) must be paid to us for federal, state and local income tax purposes, and neither Party shall take any position on the Installation Date, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection any tax return or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Purchase Price. If any meter upgrading is brought to our attention after the installation, you are still required to pay the balance of Purchasetax filing inconsistent therewith.

Purchase Price. The aggregate purchase price for the Purchased Assets shall be Seventeen Million Dollars ($17,000,000) subject to adjustment pursuant to Section 2.06 hereof (the “Purchase Price”). The Purchase Price shall be paid as follows: (a) The Discounted Buyer Parent shall pay, or cause to be paid, at the Closing, the Preliminary Closing Purchase Price is set out less the Escrow Amount to Seller Parent (which Seller Parent shall receive for itself and on behalf of all other Sellers) by wire transfer or immediately available funds to an account designated in writing by Seller Parent to Buyer Parent no later than two (2) Business Days prior to the Customer Quote Form or Customer Sales Invoice. The Discounted Purchase Price is the Purchase Price applicable if you assign to us the Small Scale Technology Certificate’s (STCs) which are created in respect of the System. Closing Date; (b) You The Escrow Amount shall be deposited by wire transfer of immediately available funds into an account designated by the Escrow Agent and shall be held in a separate interest bearing account (the “Escrow Account”) and distributed in accordance with the terms of the Escrow Agreement to satisfy any and all claims made by Buyer Parent or any other Buyer Indemnitee against Seller Parent pursuant to ARTICLE VIII. The funds held in the Escrow Account are required intended to be held and disbursed solely for the purposes and in accordance with the terms of this Agreement and the Escrow Agreement. In no event, shall the Escrow Account or the funds held therein be released or used to pay any amounts other than as permitted by this Agreement and the Escrow Agreement. Seller Parent shall not have any right, title, or interest in and to assign to us the Small Scale Technology Certificate’s created in respect Escrow Account or the funds held therein until such time as all of the System without charge necessary conditions for release of funds from the Escrow Account to Seller Parent under this Agreement and we the Escrow Agreement have agreed occurred, and only to charge the Discounted Purchase Price on extent of the basis that the Small Scale Technology Certificate’s will amount of funds permitted to be assigned released at such time to us. Seller Parent, and (c) If you want At the XXX Closing, Buyer Parent shall pay, or cause to retain be paid, the Small Scale Technology Certificate’s created in respect XXX Purchase Price less rental or other fees for the XXX Assets already paid prior thereto, if any, to a Seller pursuant to the terms of the System you must advise us in writing at least 5 Business Days before the InstallationXXX Agreement. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound to the contract (g) The balance of the Purchase Price (either the Discounted Purchase Price of the Full Purchase Price) must be paid to us on the Installation Date, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Purchase Price. If any meter upgrading is brought to our attention after the installation, you are still required to pay the balance of PurchaseSection 2.06

Purchase Price. The purchase price for the Assets and the Shares to be sold and purchased hereby is SEVEN HUNDRED FIFTY MILLION DOLLARS (a$750,000,000) The Discounted (the “Closing Purchase Price is set out in Price”), as adjusted pursuant to this Agreement (including after the Customer Quote Form or Customer Sales InvoiceClosing pursuant to Section 2.6 and Exhibit F) (collectively, with the Closing Purchase Price, the “Purchase Price”). The Discounted Purchase Price is the Purchase Price applicable if you assign to us the Small Scale Technology Certificate’s (STCs) which are created in respect of the System. (b) You are required by this Agreement to assign to us the Small Scale Technology Certificate’s created in respect of the System without charge and we have agreed to charge the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payablepaid or caused to be paid by Acquiror, for its own account and for the account of each of the Buyers, to Weatherford for its account and for the account of each of the Sellers in accordance with this Agreement and the Foreign Acquisition Agreements. (e) If the Full The Purchase Price is payable but we have for any reason only collected shall be paid by the Discounted wire transfer of immediately available funds to such bank account or accounts as per written instructions of Weatherford given to Acquiror at least three Business Days prior to the Closing Date. Notwithstanding the foregoing or the timing of the Foreign Closings, the full Closing Purchase Price on shall be paid by Acquiror or before Installation, you must pay us the balance one or more Buyers to Weatherford or an Asset Seller as of the Full Purchase Price on demanddate of Domestic Closing, subject to the requirements of Section 1.4(b) as it relates to Foreign Closings occurring after such date. (f) To proceed Acquiror and Buyers shall comply with withholding tax obligations, if any, imposed in connection with the Quotepayment of Purchase Price, you must pay including the Closing Purchase Price. Any withholding tax paid over by Acquiror and Buyers to Governmental Authorities shall be treated as a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound to the contract (g) The balance payment of the Purchase Price (either and the Discounted amount otherwise payable by Acquiror and Buyers to Weatherford and the Sellers pursuant to this Agreement shall be reduced by the amount of such withholding tax. If Acquiror or any Buyer determines that it needs to withhold any portion of the Purchase Price, Acquiror shall provide Weatherford with reasonable notice and shall work in good faith with Weatherford to reduce or eliminate the need to withhold. For the avoidance of doubt, Acquiror and Buyers will not be required to gross-up the Purchase Price of the Full Purchase Price) must be paid to us on the Installation Date, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Purchase Price. If for any meter upgrading is brought to our attention after the installation, you are still required to pay the balance of Purchasesuch withholding tax.

Purchase Price. On the Closing Date, the Buyer consummated the Transaction pursuant to the terms of the Purchase Agreement, providing a purchase price of $1 payable to the Seller for the Purchased Interests, subject to adjustments, including for cash, working capital and other customary items (a) The Discounted the “Purchase Price Adjustment”), as set forth in the Purchase Agreement. Based on the Seller’s estimates of the Purchase Price Adjustment components, including an estimated $43.4 million of cash and cash equivalents (for purposes of funding the international operations of the Wireline Business), the Purchase Price Adjustment resulted in the Buyer making a payment to the Seller of approximately $61.1 million on the Closing Date (such amount, the “Estimated Purchase Price”). Pursuant to the terms of the Purchase Agreement, the Estimated Purchase Price is set out in subject to adjustment following the Customer Quote Form or Customer Sales Invoice. The Discounted Purchase Price is Closing Date upon final determination of the various components of the Purchase Price applicable if you assign Adjustment. Although the Purchase Price Adjustment process remains ongoing as of the date hereof, the Company currently expects that, upon final determination of the Purchase Price Adjustment components in accordance with the terms of the Purchase Agreement, the Buyer will be required to us make an additional payment of approximately $3.5 million to the Small Scale Technology Certificate’s (STCs) Seller, which are created payment the Company currently expects will be paid within 180 days from the Closing Date. In addition to the Purchase Price Adjustment payment, the Purchase Agreement also requires the Seller to reimburse the Buyer 50% of any short-term operating lease liabilities assumed by the Buyer. The Company currently expects a payment of $57.1 million to be due from the Seller to the Buyer in respect of the Systemacquired short-term lease obligations. (b) You are required by this Agreement to assign to us the Small Scale Technology Certificate’s created in respect of the System without charge and we have agreed to charge the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound Pursuant to the contract (g) The balance terms of the Purchase Price (either Agreement, this amount would be paid from the Discounted Purchase Price Seller to the Buyer in four equal payments in months 55 to 58 following the Closing Date. This amount will be recorded at its present value, which the Company currently estimates would result in a discount of $17.0 million. The interest rate used in determining the present value was derived considering rates on similar issued debt instruments with comparable durations, among other market factors. The determination of the Full Purchase Price) must be paid to us on the Installation Date, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Purchase Price. If any meter upgrading is brought to our attention after the installation, you are still required to pay the balance of Purchasediscount rate requires judgment.

Purchase Price. The "Purchase Price" means the price Buyer agrees to pay to purchase a Mortgage Loan. Lender and Seller acknowledge that the Purchase Price may be less than the full principal amount of the Mortgage Note evidencing the Mortgage Loan, and that Seller may have paid or advanced other funds to Buyer which funds are not included in the Purchase Price. Buyer agrees that the Purchase Price paid to Seller with respect to a particular Mortgage Loan shall not be reduced due to adjustments relating to another Mortgage Loan. For purposes of the Purchase Date set forth in Section 3 hereof, the Purchase Price shall be deemed paid in full when either: (a) The Discounted Purchase Price is set out Seller collects funds in the Customer Quote Form or Customer Sales Invoice. The Discounted Purchase Price is the Purchase Price applicable if you assign to us the Small Scale Technology Certificate’s (STCs) which are created in respect of the System. (b) You are required by this Agreement to assign to us the Small Scale Technology Certificate’s created in respect of the System without charge and we have agreed to charge the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound to the contract (g) The balance amount of the Purchase Price pursuant to a cashiers check mailed to Seller's address set forth in Section 7 below from Buyer and deposits such check in its account with Lender referenced hereinbelow (either or any other account designated by Lender); (b) Seller receives a federal wire transfer in the Discounted amount of the Purchase Price into its account with Lender referenced hereinbelow (or any other account designated by Lender) from Buyer: Bank: First Union National Bank of South Carolina Address: 1 Bexxxxx Xxxxx, Greenville, SC 29602 ABA Number: 053200000 Account: 2010000314483 (note, this account # may change as of January 1997 contact First Union for confirmation of account #) Attention: Lindx X. Xxxxxxxxx xx (c) Seller collects funds in such other manner as requested by Lender and such funds are deposited in the account with Lender referenced hereinabove (or any other account designated by Lender). Seller agrees promptly to process and submit any such cashiers check received from Buyer for payment to Lender. Buyer shall not be liable to Lender or Seller for any additional expenses incurred by Lender or Seller because of: (i) payments lost or delayed due to incorrect wire transfer or mailing instructions provided by Seller; (ii) Seller's failure promptly to process a cashiers check; or (iii) Lender's failure to promptly submit a cashiers check for payment. Buyer shall notify Seller of the Full Purchase Price) must be paid purchase of a Mortgage Loan by sending a funding advice to us on the Installation DateSeller, regardless of (but not limited to) connection and, upon Lender's request, Seller shall promptly telecopy such funding advice to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Purchase Price. If any meter upgrading is brought to our attention after the installation, you are still required to pay the balance of PurchaseLender.

Purchase Price. (a) The Discounted Purchase Price is set out Company agrees to issue and sell the Depositary Shares to the several Underwriters as provided in the Customer Quote Form or Customer Sales Invoice. The Discounted Purchase Price is the Purchase Price applicable if you assign to us the Small Scale Technology Certificate’s (STCs) which are created in respect of the System. (b) You are required by this Agreement to assign to us the Small Scale Technology Certificate’s created in respect of the System without charge Agreement, and we have agreed to charge the Discounted Purchase Price each Underwriter, on the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect of the System you must advise us representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Depositary Shares set forth opposite such Underwriter's name in writing Schedule 1 hereto at least 5 Business Days before a price per Depositary Share (the Installation. (d"Purchase Price") If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions of $24.2125 (or failure $24.50 with respect to act) any Depositary Shares sold to certain institutions). In addition, the Small Scale Technology Certificate’s cannot be assigned Company agrees to us then issue and sell the Full Purchase Price Option Depositary Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Discounted Purchase Price will be payable. (e) If Company the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound to the contract (g) The balance of the Purchase Price (either the Discounted Purchase Price of the Full Purchase Price) must be paid to us on the Installation Date, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed Option Depositary Shares at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the balance Purchase Price. If any meter upgrading Option Depositary Shares are to be purchased, the number of Option Depositary Shares to be purchased by each Underwriter shall be the number of Option Depositary Shares which bears the same ratio to the aggregate number of Option Depositary Shares being purchased as the number of Underwritten Depositary Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 9 hereof) bears to the aggregate number of Underwritten Depositary Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Depositary Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Depositary Shares at any time (but not more than once) on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Depositary Shares as to which the option is brought being exercised and the date and time when the Option Depositary Shares are to our attention be delivered and paid for which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the installation, you date of such notice (unless such time and date are still required postponed in accordance with the provisions of Section 9 hereof). Any such notice shall be given at least two Business Days prior to pay the balance date and time of Purchasedelivery specified therein.

Purchase Price. The purchase price (athe "Purchase Price") The Discounted Purchase Price is to be paid for the Property shall be the price set out forth in the Customer Quote Form or Customer Sales InvoiceNotice, if written notice of acceptance of such price is received by Purchaser from Seller within five (5) days of receipt of Seller's receipt of the Notice. The Discounted Purchase Price is If Seller does not accept the Purchase Price applicable if you assign to us set forth in the Small Scale Technology Certificate’s (STCs) which are created in respect of the System. (b) You are required by this Agreement to assign to us the Small Scale Technology Certificate’s created in respect of the System without charge and we have agreed to charge the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before InstallationNotice, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound to the contract (g) The balance of the Purchase Price (either shall be determined as follows: Upon the Discounted Purchase Price expiration of the Full Purchase Pricefive (5) must day period commencing upon Seller's receipt of the Notice, (or earlier if Seller rejects the price set forth in the Notice by written notice to Purchaser) Purchaser shall select an appraiser (the "Purchaser's Appraiser") and Seller shall select an appraiser (the "Seller's Appraiser"). Within five (5) days after the appointment of the two appraisers, the Purchaser's Appraiser and the Seller's Appraiser shall 91 select a third appraiser (the "Third Appraiser"). Each appraiser shall be paid to us a qualified independent appraiser. The appraisers will not take into account any right of egress or ingress, or the leases on the Installation Date, regardless Property. Each of the appraisers shall submit to Purchaser and Seller a determination of the fair market value of the property within thirty (but not limited to30) connection days of the date of selecting the Third Appraiser. The fair market value determinations of the two appraisers submitted to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed Purchaser and the inverter is not installed to no fault of Captain Green SolarSeller which are closest in value shall be averaged, you provided that if the appraisals are required to make 80% equidistant, all three appraisals shall be averaged. Such average will, absent fraudulent collusion, constitute the fair market value of the balance Purchase Priceproperty and shall be final and binding upon the Purchaser and the Seller, free of challenge or review in any court. If any meter upgrading is brought to our attention after All costs associated with such appraisal process shall be borne fifty percent (50%) by the installation, you are still required to pay the balance of PurchasePurchaser and fifty percent (50%) by Queen Carpet Corporation. THE OPTION PAYMENT SHALL BE NON-REFUNDABLE AND SHALL NOT BE APPLIED TOWARD PAYMENT OF THE PURCHASE PRICE.

Purchase Price. Subject to adjustment and credits as otherwise specified in this Agreement, the purchase price (athe “Purchase Price”) to be paid by Purchaser to Seller for the Property shall be Forty Million Five Hundred Thousand and No/100 Dollars ($40,500,000.00). The Discounted Purchase Price is set out shall be paid by Purchaser to Seller at the Closing by cashier’s check or by wire transfer of immediately available federal funds, less the amount of Exxxxxx Money and subject to prorations, adjustments, and credits as otherwise specified in the Customer Quote Form or Customer Sales Invoicethis Agreement. The Discounted Purchase Price is the Purchase Price applicable if you assign to us the Small Scale Technology Certificate’s (STCs) which are created in respect of the System. (b) You are required by this Agreement to assign to us the Small Scale Technology Certificate’s created in respect of the System without charge and we have agreed to charge the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound to the contract (g) The balance amount of the Purchase Price has been determined by Seller and Purchaser based upon (either i) the Discounted accuracy of the representations and warranties of Seller set forth in Paragraph 9(f) hereof and (ii) the assumption that the annual Base Monthly Rental (as defined in the Lease) and the Net Rental (as defined in the Lease) payable by the Subtenant under the Sublease from the date of the Closing and thereafter during the initial term of the Sublease shall be in the amounts set forth on Exhibit “L” attached hereto and by reference made a part hereof. Seller has advised Purchaser that Subtenant is not obligated to pay full Base Monthly Rental at the rates set forth on Exhibit “L” attached hereto with respect to the Remaining Space until August 1, 2002. Accordingly, Seller and Purchaser have made provision for the payment by Seller to Purchaser of an amount equal to the Actual Remaining Space Rent Credit as hereinafter provided. The amount of the Purchase Price has also been determined based on the assumption that the entire “Landlord’s Allowance for Tenant Costs” (as defined in the Sublease) has been fully funded by Seller, that all of Landlord’s obligations with respect to the construction and installation of the Full Tenant Improvements have been fully performed, and that all of the Tenant Improvements which Landlord is required to construct and install under the Sublease have been completed in accordance with the approved Drawings and Specifications with respect thereto and accepted by Subtenant, as evidenced by the execution and delivery of a Tenant Acceptance Agreement with respect thereto as provided in the Sublease, and a permanent certificate of occupancy or its equivalent has been issued by the applicable governmental authority with respect to the applicable such space in which Tenant Improvements have been constructed and installed, and that Landlord has received all Warranties issued and to be issued with respect to such Tenant Improvements and a final contractor’s affidavit and lien waiver from all contractors and subcontractors performing work or supplying labor or materials with respect to such Tenant Improvements. If (and only if) all of the foregoing conditions have not been satisfied and/or completed as of the date of Closing, (i) Seller shall deposit with Title Company in escrow, such portion of the Purchase PricePrice equal to one hundred fifty percent (150%) must of the costs and expenses reasonably estimated by Seller and Purchaser of satisfying and/or completing such conditions, and (ii) Seller and Purchaser shall enter into a construction management agreement at Closing pursuant to which Seller shall agree to construct, install and complete all such Tenant Improvements after the Closing to the full extent of the obligations and responsibilities of the Landlord under the Sublease with respect to such Tenant Improvements. The amount of the Purchase Price paid by Seller into escrow at Closing shall be paid to us on Seller by the Installation Date, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at Title Company upon the satisfaction and completion of panel and inverter installationthe foregoing conditions. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% The form of the balance Purchase Price. If any meter upgrading is brought escrow agreement and construction management agreement described in this paragraph shall be mutually agreed upon by Seller and Purchaser prior to our attention after the installation, you are still required to pay expiration of the balance of PurchaseInspection Period.

Purchase Price. As consideration for the Shares, the Buyer shall pay, or cause to be paid, at the Closing to the Sellers’ Representative (on behalf of the Sellers) an aggregate amount equal to One Hundred Twenty Million Dollars ($120,000,000) (the “Base Purchase Price”), which Base Purchase Price shall be (a) The Discounted decreased by the amount of any Debt and (b) increased (if a positive number) or decreased (if a negative number) by the Change in Net Stockholders’ Equity Amount (the Base Purchase Price as so adjusted is set out in referred to as the Customer Quote Form “Purchase Price”). At the Closing, the Buyer will pay, or Customer Sales Invoice. The Discounted Purchase Price is cause to be paid, the Purchase Price applicable if you assign to us in the Small Scale Technology Certificate’s following manner: (STCs) which are created in respect of the System. (b) You are required by this Agreement to assign to us the Small Scale Technology Certificate’s created in respect of the System without charge and we have agreed to charge the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to actA) the Small Scale Technology Certificate’s cannot be assigned to us Total Debt Payoff Amount as specified (and in the amounts specified) in the Funds Flow Memorandum, (B) in the event of a Wind Holdback Event, then the Full Purchase Price and not Wind Holdback Amount shall be retained by the Discounted Purchase Price will be payable. Buyer, (eC) If deposit the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed Kingsway Escrow Amount with the QuoteEscrow Agent, you must pay a 10% deposit of (D) the Discounted Purchase Price and/or sign Kingsway Holdback Amount shall be retained by the Customer Quote Form prior Buyer, (E) the Transaction Expenses to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx appropriate parties pursuant to the authority wire instructions attached to install the systemFunds Flow Memorandum, and are liable and bound to (F) the contract (g) The remaining balance of the Purchase Price (either as adjusted by the Discounted Purchase Price Change in Net Stockholders’ Equity Amount) to the Sellers’ Representative (on behalf of the Full Purchase PriceSellers) must be paid pursuant to us on the Installation Datewire instructions attached to the Funds Flow Memorandum. No later than five Business Days prior to the Closing, regardless the Sellers’ Representative shall prepare in good faith and deliver to the Buyer the estimated Debt, Change in Net Stockholders’ Equity Amount, Wind Holdback Amount and Transaction Expenses (the “Estimated Amounts”) together with any supporting documents as the Buyer requests. In the event of (but not limited to) connection to Network Electricity Grida disagreement by the Buyer with the Sellers’ Representative’s calculation of the Estimated Amounts, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed Buyer and the inverter is Sellers’ Representative shall negotiate in good faith with a view to resolving such disagreements as promptly as practicably. The Closing shall not installed occur until any such disagreement has been resolved to no fault of Captain Green Solar, you are required to make 80% the reasonable satisfaction of the balance Purchase Price. If any meter upgrading is brought to our attention after Buyer and the installation, you are still required to pay the balance of PurchaseSellers’ Representative.

Purchase Price. (ai) The Discounted aggregate initial purchase price to be paid by the Buyer for the Acquired Assets is $16,000,000 (the “Initial Purchase Price is set out Price”), paid as follows. On the date of execution of this Agreement, Buyer has paid to Seller the Deposit, and at the Closing, Buyer shall pay over to the Seller $13,750,000 in cash (the Customer Quote Form “Cash Consideration”) $250,000 of such Cash Consideration (the “Holdback”) shall be deposited on the Closing Date with Rogin, Nassau, Xxxxxx, Xxxxxxx & Xxxxxx, LLC (“Rogin”) . On each of September 30, 2008 and June 30, 2009 (each a “Deferred Payment Date”), Buyer shall pay to Seller (or Customer Sales InvoiceSeller’s designee) the sum of $1,000,000 in cash (the “Deferred Payments”) plus simple interest accrued on such Deferred Payments from the Closing Date at a per annum rate of LIBOR plus 4% per annum (the “Rate”). The Discounted Purchase Price is the Purchase Price applicable if you assign Rate shall continue to us the Small Scale Technology Certificate’s (STCs) which are created in respect of the System. (b) You are required by this Agreement to assign to us the Small Scale Technology Certificate’s created in respect of the System without charge and we have agreed to charge the Discounted Purchase Price accrue on the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the unpaid principal balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit Deferred Payments only for so long as any portion of the Discounted Purchase Price and/or sign Deferred Payment remains unpaid. On the Customer Quote Form prior Closing Date through the fifteen month anniversary thereof (such anniversary date being the “Change Date”), the Rate shall equal the LIBOR for an Interest Period of 12 months. On the Change Date through June 30, 2009, the Rate shall convert to InstallationLIBOR for an Interest Period of nine (9) months. You agree that by signing There shall be no prepayment penalty if Buyer prepays the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound Deferred Payments. Seller’s right to the contract (g) The balance Deferred Payments and any Contingent Payment shall be an unsecured obligation of the Purchase Price (either Buyer and subordinated to the Discounted Purchase Price senior lender and Chatham Capital and/or its successors and/or assigns and shall at all times rank junior and subordinate to any present or future secured indebtedness of the Full Purchase Price) must be paid to us on the Installation DateBuyer and any extension, regardless of (but not limited to) connection to Network Electricity Gridamendment, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installationadditional or replacement financing thereof. If the panels are installed and Buyer (or the inverter business purchased hereunder) is sold (by stock sale, merger (if Buyer is not installed to no fault the surviving entity), sale of Captain Green Solar, you are required to make 80% all or substantially all of its assets or otherwise) any unpaid Deferred Payments shall be due and payable upon the balance Purchase Price. If any meter upgrading is brought to our attention after the installation, you are still required to pay the balance closing of Purchasesuch sale.