Common use of Ownership Structures Clause in Contracts

Ownership Structures. Seller, owner and operator shall provide Company a certificate and/or description of their ownership structures which shall be attached hereto as Exhibit A-2 (Ownership Structures). In the event of a change in ownership or identity of Seller, owner or operator, such entity shall provide within thirty (30) Days thereof, a certified copy of a new certificate and a revised ownership structure. Equipment: The “Allowed Capacity” of this Agreement shall be the lower of (i) Contract Capacity or (ii) the net nameplate capacity (net for export) of the Facility installed by the Commercial Operations Date. Seller may propose revisions to this Section 8 (Equipment) of Attachment A (Description of Storage Facility) (“Section 8”) for Company’s approval prior to commencement of construction, provided, however, that (i) no such revision to this Section 8 shall change the type of Facility or equipment deployed at the Facility from a standalone battery energy storage system; (ii) Seller shall be in compliance with all other terms and conditions of this Agreement; and (iii) such revision(s) shall not change the characteristics of the Facility equipment or the specifications used in the IRS. Any revision to this Section 8 complying with items (i) through (iii) above shall be subject to Company’s prior approval, which approval shall not be unreasonably withheld. If Seller’s proposed revision(s) to this Section 8 otherwise satisfies items (i) and (ii) above but not item (iii) such that Company, in its reasonable discretion, determines that a re-study or revision to all or any part of the IRS is required to accommodate Seller’s proposed revision(s), Company may, in its sole and absolute discretion, conditionally approve such revision(s) subject to a satisfactory re-study or revision to the IRS and Seller’s payment and continued obligation to be liable and responsible for all costs and expenses of re-studying or revising such portions of the IRS and for modifying and paying for all costs and expenses of modification to the Facility, the Company-Owned Interconnection Facilities based on the results of the re-studies or revisions to the IRS. Any changes made to this Attachment A (Description of Storage Facility) or the Agreement as a result of this Section 8(b) of Attachment A (Description of Storage Facility) shall be reflected in a written amendment to the Agreement. Seller understands and acknowledges that Company’s review and approval of Seller’s proposed revisions to this Section 8 and any necessary re-studies or revisions to the IRS shall be subject to Company’s then-existing time and personnel constraints. Company agrees to use commercially reasonable efforts, under such time and personnel constraints, to complete any necessary reviews, approvals and/or re-studies or revisions to the IRS. Any delay in completing, or failure by Seller to meet, any subsequent Seller milestones under Article 11 (Construction Period and Milestones) as a result of any revision pursuant to this Section 8 by Seller (whether requiring a re-study or revision to the IRS or not) shall be borne entirely by Seller and Company shall not be responsible or liable for any delay or failure to meet any such milestones by Seller. Design and capacity Energy Storage Capacity (“Contract Capacity”): _____ MW / _____ MWh Total Number of Energy Storage Units: [number and size of each Energy Storage Unit. e.g. one (1) Brand X, 200 kW; one (1) Brand Y, 300 kW] Description of Equipment: [For example: Describe the type of battery energy storage system equipment, capacity, and any special features.] kVAR kVAR kW Consumed Produced Full load Startup _______ ________ _______ Energy Storage Unit: Type ______________________ Rated Power ___________ kW Voltage ______ V, ___ phase Frequency ______ HZ Class of Protection _________________ Number of Poles N/A Rated Speed N/A Rated Current _______________ A Rated Power Factor See Exhibit B-2 Single or 3 phase: Name of manufacturer: Description of Facility SCADA and control system(s): EXHIBIT A-1 GOOD STANDING CERTIFICATES EXHIBIT A-2 OWNERSHIP STRUCTURES [This Attachment will be revised to reflect the results of the IRS] ATTACHMENT B

Ownership Structures. Seller, owner and operator shall provide Company a certificate and/or description of their ownership structures which shall be attached hereto as Exhibit A-2 (Ownership Structures). In the event of a change in ownership or identity of Seller, owner or operator, such entity shall provide within thirty (30) Days thereof, a certified copy of a new certificate and a revised ownership structure. Equipment: The “Allowed Capacity” of this Agreement shall be the lower of (i) Contract Capacity or (ii) the net nameplate capacity (net for export) of the Facility installed by the Commercial Operations Date. Seller may propose revisions to this Section 8 (Equipment) of Attachment A (Description of Storage Facility) (“Section 8”) for Company’s approval prior to commencement of construction, provided, however, that (i) no such revision to this Section 8 shall change the type of Facility or equipment deployed at the Facility from a standalone battery energy storage system; (ii) Seller shall be in compliance with all other terms and conditions of this Agreement; and (iii) such revision(s) shall not change the characteristics of the Facility equipment or the specifications used in the IRS. Any revision to this Section 8 complying with items (i) through (iii) above shall be subject to Company’s prior approval, which approval shall not be unreasonably withheld. If Seller’s 's proposed revision(s) to this Section 8 otherwise satisfies items (i) and (ii) above but not item (iii) such that Company, in its reasonable discretion, determines that a re-study or revision to all or any part of the IRS is required to accommodate Seller’s proposed revision(s), Company may, in its sole and absolute discretion, conditionally approve such revision(s) subject to a satisfactory re-study or revision to the IRS and Seller’s 's payment and continued obligation to be liable and responsible for all costs and expenses of re-studying or revising such portions of the IRS and for modifying and paying for all costs and expenses of modification to the Facility, the Company-Owned Interconnection Facilities based on the results of the re-studies or revisions to the IRS. Any changes made to this Attachment A (Description of Storage Facility) or the Agreement as a result of this Section 8(b) of Attachment A (Description of Storage Facility) shall be reflected in a written amendment to the Agreement. Seller understands and acknowledges that Company’s review and approval of Seller’s 's proposed revisions to this Section 8 and any necessary re-studies or revisions to the IRS shall be subject to Company’s 's then-existing time and personnel constraints. Company agrees to use commercially reasonable efforts, under such time and personnel constraints, to complete any necessary reviews, approvals and/or re-studies or revisions to the IRS. Any delay in completing, or failure by Seller to meet, any subsequent Seller milestones under Article 11 (Construction Period and Milestones) as a result of any revision pursuant to this Section 8 by Seller (whether requiring a re-study or revision to the IRS or not) shall be borne entirely by Seller and Company shall not be responsible or liable for any delay or failure to meet any such milestones by Seller. Design and capacity Energy Storage Capacity (“Contract Capacity”): _____ MW / _____ MWh Total Number of Energy Storage Units: [number and size of each Energy Storage Unit. e.g. one (1) Brand X, 200 kW; one (1) Brand Y, 300 kW] Description of Equipment: [For example: Describe the type of battery energy storage system equipment, capacity, and any special features.] kVAR kVAR kW Consumed Produced Full load Startup _______ ________ _______ Energy Storage Unit: Type ______________________ Rated Power ___________ kW Voltage ______ V, ___ phase Frequency ______ HZ Class of Protection _________________ Number of Poles N/A Rated Speed N/A Rated Current _______________ A Rated Power Factor See Exhibit B-2 Single or 3 phase: Name of manufacturer: Description of Facility SCADA and control system(s): EXHIBIT A-1 GOOD STANDING CERTIFICATES EXHIBIT A-2 OWNERSHIP STRUCTURES [This Attachment will be revised to reflect the results of the IRS] ATTACHMENT B

Ownership Structures. Seller, owner and operator shall provide Company a certificate and/or description of their ownership structures which shall be attached hereto as Exhibit A-2 (Ownership Structures). In the event of a change in ownership or identity of Seller, owner or operator, such entity shall provide within thirty (30) Days thereof, a certified copy of a new certificate and a revised ownership structure. Equipment: The “Allowed Capacity” of this Agreement shall be the lower of (i) Contract Capacity or (ii) the net nameplate capacity (net for export) of the Facility installed by the Commercial Operations Date. Seller may propose revisions to this Section 8 (Equipment) of Attachment A (Description of Storage Facility) (“Section 8”) for Company’s approval prior to commencement of construction, provided, however, that (i) no such revision to this Section 8 shall change the type of Facility or equipment deployed at the Facility from a standalone battery energy storage system; (ii) Seller shall be in compliance with all other terms and conditions of this Agreement; and (iii) such revision(s) shall not change the characteristics of the Facility equipment or the specifications used in the IRS. Any revision to this Section 8 complying with items (i) through (iii) above shall be subject to Company’s prior approval, which approval shall not be unreasonably withheld. If Seller’s proposed revision(s) to this Section 8 otherwise satisfies items (i) and (ii) above but not item (iii) such that Company, in its reasonable discretion, determines that a re-study or revision to all or any part of the IRS is required to accommodate Seller’s proposed revision(s), Company may, in its sole and absolute discretion, conditionally approve such revision(s) subject to a satisfactory re-study or revision to the IRS and Seller’s payment and continued obligation to be liable and responsible for all costs and expenses of re-studying or revising such portions of the IRS and for modifying and paying for all costs and expenses of modification to the Facility, the Company-Owned Interconnection Facilities based on the results of the re-studies or revisions to the IRS. Any changes made to this Attachment A (Description of Storage Facility) or the Agreement as a result of this Section 8(b) of Attachment A (Description of Storage Facility) shall be reflected in a written amendment to the Agreement. Seller understands and acknowledges that Company’s review and approval of Seller’s proposed revisions to this Section 8 and any necessary re-studies or revisions to the IRS shall be subject to Company’s then-existing time and personnel constraints. Company agrees to use commercially reasonable efforts, under such time and personnel constraints, to complete any necessary reviews, approvals and/or re-studies or revisions to the IRS. Any delay in completing, or failure by Seller to meet, any subsequent Seller milestones under Article 11 (Construction Period and Milestones) as a result of any revision pursuant to this Section 8 by Seller (whether requiring a re-study or revision to the IRS or not) shall be borne entirely by Seller and Company shall not be responsible or liable for any delay or failure to meet any such milestones by Seller. Design and capacity Energy Storage Capacity (“Contract Capacity”): _____ MW / _____ MWh Total Number of Energy Storage Units: [number and size of each Energy Storage Unit. e.g. one (1) Brand X, 200 kW; one (1) Brand Y, 300 kW] Description of Equipment: [For example: Describe the type of battery energy storage system equipment, capacity, and any special features.] kVAR kVAR kW Consumed Produced Full load Startup _______ ________ _______ Energy Storage Unit: Type ______________________ Rated Power ___________ kW Voltage ______ V, ___ phase Frequency ______ HZ Class of Protection _________________ Number of Poles N/A Rated Speed N/A Rated Current _______________ A Rated Power Factor See Exhibit B-2 Portion of Facility To Provide Fast Frequency Response: [DRAFTING NOTE: This section only applies if Facility provides fast frequency response.] Capacity: __________ MW Storage: __________ MWH Other Description(s): Single or 3 phase: Name of manufacturer: Description of Facility SCADA and control system(s): EXHIBIT A-1 GOOD STANDING CERTIFICATES EXHIBIT A-2 OWNERSHIP STRUCTURES [This Attachment will be revised to reflect the results of the IRS] ATTACHMENT B

Ownership Structures. Seller, owner and operator shall provide Company a certificate and/or description of their ownership structures which shall be attached hereto as Exhibit A-2 (Ownership Structures). In the event of a change in ownership or identity of Seller, owner or operator, such entity shall provide within thirty (30) Days thereof, a certified copy of a new certificate and a revised ownership structure. Equipment: The “Allowed Capacity” of this Agreement shall be the lower of (i) Contract Capacity or (ii) the net nameplate capacity (net for export) of the Facility installed by the Commercial Operations Date. Seller may propose revisions to this Section 8 (Equipment) of Attachment A (Description of Storage Facility) (“Section 8”) for Company’s approval prior to commencement of construction, provided, however, that (i) no such revision to this Section 8 shall change the type of Facility or equipment deployed at the Facility from a standalone battery energy storage system; (ii) Seller shall be in compliance with all other terms and conditions of this Agreement; and (iii) such revision(s) shall not change the characteristics of the Facility equipment or the specifications used in the IRS. Any revision to this Section 8 complying with items (i) through (iii) above shall be subject to Company’s prior approval, which approval shall not be unreasonably withheld. If Seller’s 's proposed revision(s) to this Section 8 otherwise satisfies items (i) and (ii) above but not item (iii) such that Company, in its reasonable discretion, determines that a re-study or revision to all or any part of the IRS is required to accommodate Seller’s proposed revision(s), Company may, in its sole and absolute discretion, conditionally approve such revision(s) subject to a satisfactory re-study or revision to the IRS and Seller’s 's payment and continued obligation to be liable and responsible for all costs and expenses of re-studying or revising such portions of the IRS and for modifying and paying for all costs and expenses of modification to the Facility, the Company-Owned Interconnection Facilities based on the results of the re-studies or revisions to the IRS. Any changes made to this Attachment A (Description of Storage Facility) or the Agreement as a result of this Section 8(b) of Attachment A (Description of Storage Facility) shall be reflected in a written amendment to the Agreement. Seller understands and acknowledges that Company’s 's review and approval of Seller’s 's proposed revisions to this Section 8 and any necessary re-studies or revisions to the IRS shall be subject to Company’s 's then-existing time and personnel constraints. Company agrees to use commercially reasonable efforts, under such time and personnel constraints, to complete any necessary reviews, approvals and/or re-studies or revisions to the IRS. Any delay in completing, or failure by Seller to meet, any subsequent Seller milestones under Article 11 (Construction Period and Milestones) as a result of any revision pursuant to this Section 8 by Seller (whether requiring a re-study or revision to the IRS or not) shall be borne entirely by Seller and Company shall not be responsible or liable for any delay or failure to meet any such milestones by Seller. Design and capacity Energy Storage Capacity (“Contract Capacity”): _____ MW / _____ MWh Total Number of Energy Storage Units: [number and size of each Energy Storage Unit. e.g. one (1) Brand X, 200 kW; one (1) Brand Y, 300 kW] Description of Equipment: [For example: Describe the type of battery energy storage system equipment, capacity, and any special features.] kVAR kVAR kW Consumed Produced Full load Startup _______ ________ _______ Energy Storage Unit: Type ______________________ Rated Power ___________ kW Voltage ______ V, ___ phase Frequency ______ HZ Class of Protection _________________ Number of Poles N/A Rated Speed N/A Rated Current _______________ A Rated Power Factor See Exhibit B-2 Single or 3 phase: Name of manufacturer: Description of Facility SCADA and control system(s): EXHIBIT A-1 GOOD STANDING CERTIFICATES EXHIBIT A-2 OWNERSHIP STRUCTURES [This Attachment will be revised to reflect the results of the IRS] ATTACHMENT B