Common use of Exempt Securities Clause in Contracts

Exempt Securities. The rights of the Investors under Section 4.1 shall not apply to the following Sunnova Securities (the “Exempt Securities”): (a) Common Stock or Preferred Stock issued or issuable pursuant to the Purchase and Exchange Agreement (including pursuant to Section 9.2 thereof); (b) Sunnova Securities issued by reason of a dividend, stock split, split-up or other distribution on shares of Common Stock that is covered by Section IV.3(d)(v), (vi), (vii) or (viii) of the Restated Certificate; (c) Sunnova Securities issued or issuable upon conversion of any of the Preferred Stock, or as a dividend or distribution on the Preferred Stock; (d) Sunnova Securities issued or issuable upon the conversion of any debenture, warrant, option or other convertible security (but only to the extent that the original issuance of such debenture, warrant, option or other convertible security was subject to the preemptive rights set forth in this Section 4.1); (e) Sunnova Securities issued or issuable to employees or directors of, or consultants or advisors to, the Company (including any Sunnova Securities issued upon the conversion, exercise or exchange thereof) pursuant to any plan approved by the Board; (f) Sunnova Securities issued or issuable pursuant to the acquisition of another Entity by the Company by merger, purchase of substantially all of the assets or a business line, unit or division or other reorganization or pursuant to a joint venture agreement, provided that such issuances are approved by the Board; (g) Any Securities of a Subsidiary of the Company issued to the Company or any Subsidiary of the Company; or (h) Sunnova Securities issued or issuable in any firmly underwritten public offering of the Company pursuant to a registration statement under the Securities Act, including issuances solely for the purposes of effecting a Required IPO Structure in accordance with the terms of this Agreement and the Registration Rights Agreement. [***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Exempt Securities. The rights following issuances of the Investors under Section 4.1 Securities ("Exempt Securities") shall not apply to be a considered Subsequent Issuances for purposes of Section 4(a) above or issuances of Later Securities for purposes of Section 2 above: (i) the following Sunnova issuance or sale of Securities (and options, warrants or other rights therefor) to employees, consultants, advisors and directors, pursuant to plans or agreements approved by the “Exempt Securities”): board of directors for the primary purpose of soliciting or retaining their services or compensating them for their services; (aii) Common Stock the issuance of Securities (and options, warrants or Preferred Stock issued other rights therefor) to customers, business partners, financial institutions or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes, provided, however, that the aggregate amount of Exempted Securities issuable pursuant to the Purchase exemptions provided by subsections (i) and Exchange Agreement (including pursuant ii) above shall not exceed the number of shares equal to Section 9.2 thereof); eight percent (b8%) Sunnova Securities issued by reason of a dividend, stock split, split-up or other distribution on the number of shares of Common Stock that is covered by Section IV.3(d)(v), (vi), (vii) or (viii) of the Restated Certificate; (c) Sunnova Securities issued or issuable upon conversion of any of the Preferred Stock, or as a dividend or distribution are outstanding on the Preferred Stock; date hereof; (diii) Sunnova the issuance or sale of Securities issued or issuable upon the conversion of any debenture, warrant, option or other convertible security (but only to the extent that the original issuance of such debenture, warrant, option or other convertible security was subject to the preemptive rights set forth in this Section 4.1); (e) Sunnova Securities issued or issuable to employees or directors of, or consultants or advisors to, the Company (including any Sunnova Securities issued upon the conversion, exercise or exchange thereof) pursuant to any plan approved by the Board; (f) Sunnova Securities issued or issuable pursuant to the consummation of an Initial Public Offering; (iv) the issuance of Securities in connection with a bona fide business acquisition of another Entity by the Company by merger, purchase of substantially all of the assets another business entity or a business line, unit or division or other reorganization technologies or pursuant to a joint venture agreementstrategic partnership or other business transaction, provided combination or relationship; (v) the issuance of securities in connection with a negotiated "equity financing" in which the Company agrees to sell Securities to an equity investor or a group of equity investors for cash consideration, provided, however, that such issuances are approved this exclusion shall not apply if a majority of Securities to be purchased by the Board; (g) Any Securities group of a Subsidiary of the Company issued to the Company or any Subsidiary of the Companyequity investors would be purchased by Founding Shareholders; or (h) Sunnova Securities issued or issuable in any firmly underwritten public offering of the Company pursuant to a registration statement under the Securities Act, including issuances solely for the purposes of effecting a Required IPO Structure in accordance with the terms of this Agreement and the Registration Rights Agreement. [***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.,