PURCHASE AND SALE AGREEMENT BY AND AMONG FIRST SOLAR ASSET MANAGEMENT, LLC, 8POINT3 OPERATING COMPANY, LLC AND FIRST SOLAR, INC. Dated as of March 31, 2016Purchase and Sale Agreement • April 1st, 2016 • 8point3 Energy Partners LP • Electric services • New York
THIS PURCHASE AND SALE AGREEMENT (the “Agreement”), dated as of March 31, 2016 (the “Execution Date”), by and among First Solar Asset Management, LLC, a Delaware limited liability company (“Seller”), 8point3 Operating Company, LLC, a Delaware limited liability company (“Purchaser”), and, solely for purposes of agreeing to its obligations set forth in Section 6.07, First Solar, Inc., a Delaware corporation (“Seller Guarantor” and together with Seller and Purchaser, each a “Party” and collectively, the “Parties”). Capitalized terms used herein shall have the meanings set forth in Article I hereof.
AMENDMENT NO. 4 TO OMNIBUS AGREEMENTOmnibus Agreement • April 1st, 2016 • 8point3 Energy Partners LP • Electric services
This AMENDMENT NO. 4 TO OMNIBUS AGREEMENT (this “Amendment”), dated as of March 31, 2016 is made and entered into among 8point3 Operating Company, LLC, a Delaware limited liability company (the “Operating Company”), 8point3 General Partner, LLC, a Delaware limited liability company (the “YieldCo General Partner”), 8point3 Holding Company, LLC, a Delaware limited liability company (“Holdings”), 8point3 Energy Partners LP, a Delaware limited partnership (the “Partnership”), First Solar, Inc., a Delaware corporation (“First Solar”) and SunPower Corporation, a Delaware corporation (“SunPower” and, together with First Solar, each a “Sponsor” and collectively, the “Sponsors”). The above-named entities are sometimes referred to in this Amendment as a “Party” and collectively as the “Parties.”
AMENDMENT AND WAIVER TO RIGHT OF FIRST OFFER AGREEMENTRight of First Offer Agreement • April 1st, 2016 • 8point3 Energy Partners LP • Electric services
This Amendment and Waiver to the Right of First Offer Agreement, dated as of March 28, 2016 (this “Waiver Agreement”), is made and entered into by and between 8point3 Operating Company, LLC, a Delaware limited liability company (the “Operating Company”), and First Solar, Inc., a Delaware corporation (the “Sponsor”).
CONTRIBUTION AGREEMENT BY AND AMONG SUNPOWER ASSETCO, LLC, 8POINT3 OPERATING COMPANY, LLC, AND SUNPOWER CORPORATION Dated as of March 31, 2016Contribution Agreement • April 1st, 2016 • 8point3 Energy Partners LP • Electric services • New York
THIS CONTRIBUTION AGREEMENT (the “Agreement”), dated as of March 31, 2016 (the “Execution Date”), by and among SunPower AssetCo, LLC, a Delaware limited liability company (“AssetCo”), 8point3 Operating Company, LLC, a Delaware limited liability company (“Contributor”) and, solely for purposes of agreeing to its obligations set forth in Section 7.07, SunPower Corporation, a Delaware corporation (“Parent Guarantor” or “SunPower” and, together with AssetCo and Contributor, each a “Party” and collectively, the “Parties”). Capitalized terms used herein shall have the meanings set forth in Article I hereof.
