BrightSource Energy Inc Sample Contracts

BrightSource Energy, Inc. Common Stock, par value $0.0001 Underwriting Agreement
Underwriting Agreement • March 21st, 2012 • BrightSource Energy Inc • Electric services • New York

BrightSource Energy, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ ] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [ ] additional shares (the “Optional Shares”) of common stock, par value $0.0001 per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).

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BRIGHTSOURCE ENERGY, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 12th, 2011 • BrightSource Energy Inc • Electric services • Delaware

This Indemnification Agreement (this “Agreement”) is made as of , by and between BrightSource Energy, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

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OFFICE LEASE LAKE MERRITT PLAZA OAKLAND PROPERTY LLC, a Delaware limited liability company, as Landlord, and BRIGHTSOURCE ENERGY, INC., a Delaware corporation, as Tenant.
Office Lease • April 22nd, 2011 • BrightSource Energy Inc • California

This Office Lease (the “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between OAKLAND PROPERTY LLC, a Delaware limited liability company (“Landlord”), and BRIGHTSOURCE ENERGY, INC., a Delaware corporation (“Tenant”).

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Contract
Warrant Agreement • April 22nd, 2011 • BrightSource Energy Inc • California

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY IN-HOUSE COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.

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BRIGHTSOURCE ENERGY, INC.
Restricted Stock Unit Award Agreement • October 12th, 2011 • BrightSource Energy Inc • Electric services • California

Unless otherwise defined herein, the terms defined in the BrightSource Energy, Inc. 2011 Omnibus Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Award Agreement (the “Award Agreement”).

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BRIGHTSOURCE ENERGY, INC. SEVERANCE AND CHANGE IN CONTROL AGREEMENT
Severance and Change in Control Agreement • April 22nd, 2011 • BrightSource Energy Inc • California

This Severance and Change in Control Agreement (the “Agreement”) is made and entered into by and between (“Executive”) and BrightSource Energy, Inc. (the “Company”), effective as of the latest date set forth by the signatures of the parties hereto below (the “Effective Date”).

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EQUITY FUNDING AGREEMENT among BRIGHTSOURCE ENERGY, INC. as Sponsor BRIGHTSOURCE IVANPAH HOLDINGS, LLC as Equity Contributor NRG SOLAR IVANPAH LLC as Equity Contributor DANKE SCHOEN PROJECT LLC as Equity Contributor SOLAR PARTNERS VIII, LLC, as...
Equity Funding Agreement • March 9th, 2012 • BrightSource Energy Inc • Electric services

WHEREAS, the Borrower intends to develop, construct, own and operate a nominal 133 MW solar thermal electric generating plant and certain common facilities serving such plant (the “Project”).

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SOLAR FIELD AGREEMENT Between SOLAR PARTNERS VIII, LLC and BRIGHTSOURCE CONSTRUCTION MANAGEMENT, INC. Dated as of April 5, 2011 FOR THE IVANPAH III SOLAR POWER PROJECT TO BE LOCATED NEAR IVANPAH DRY LAKE, SAN BERNARDINO, CALIFORNIA
Solar Field Agreement • March 9th, 2012 • BrightSource Energy Inc • Electric services • California

This SOLAR FIELD AGREEMENT (the “Agreement”) is made and entered into as of April 5, 2011, (the “Effective Date”) by and between Solar Partners VIII, LLC, a Delaware limited liability company, with offices located at 1999 Harrison Street, Suite 2150, Oakland, California 94612 (“Owner”) and BrightSource Construction Management, Inc., a Delaware corporation, with offices located at 1999 Harrison Street, Suite 2150, Oakland, California 94612 (“Vendor”). Owner and Vendor are individually referred to herein as a “Party” and collectively or jointly as the “Parties”.

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IVANPAH II EQUITY PARTICIPATION AGREEMENT by and among BRIGHTSOURCE ENERGY, INC., as Sponsor BRIGHTSOURCE IVANPAH HOLDINGS, LLC, as Sponsor Investor NRG SOLAR IVANPAH LLC, as an Investor and DANKE SCHOEN PROJECT LLC, as an Investor dated as of April...
Equity Participation Agreement • March 9th, 2012 • BrightSource Energy Inc • Electric services • New York

This Ivanpah II Equity Participation Agreement (this “Participation Agreement”) is made and entered into as of April 5, 2011 (the “Effective Date”), by and among BrightSource Energy, Inc., a Delaware corporation (“Sponsor”), BrightSource Ivanpah Holdings, LLC, a Delaware limited liability company (“Sponsor Investor”), NRG Solar Ivanpah LLC, a Delaware limited liability company (“NRG Investor”), and Danke Schoen Project LLC, a Delaware limited liability company (“Google Investor” and, together with NRG Investor and Sponsor Investor, each an “Investor” and, collectively, the “Investors”).

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BRIGHTSOURCE ENERGY, INC.
Stock Option Award Agreement • October 12th, 2011 • BrightSource Energy Inc • Electric services • California

Unless otherwise defined herein, the terms defined in the BrightSource Energy, Inc. 2011 Omnibus Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Award Agreement (the “Award Agreement”).

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AMENDED AND RESTATED PREFERRED PARTNERSHIP AGREEMENT dated as of December 27, 2010 between BrightSource Energy, Inc. and ALSTOM Power Inc.
Preferred Partnership Agreement • March 9th, 2012 • BrightSource Energy Inc • Electric services • New York

THIS AMENDED AND RESTATED PREFERRED PARTNERSHIP AGREEMENT (this “Agreement”), dated as of December 27, 2010 (the “Effective Date”), is executed and entered into by and between BrightSource Energy, Inc., a Delaware corporation (“BSE”), for itself and on behalf of its Affiliates including BrightSource Industries (Israel), Ltd. (“BSII”), and ALSTOM Power Inc. (“Alstom”), a Delaware corporation. BSE and Alstom are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties”.

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AMENDED AND RESTATED PREFERRED EQUIPMENT SUPPLY AGREEMENT dated as of December 27, 2010 between BrightSource Energy, Inc., and ALSTOM Power Inc.
Preferred Equipment Supply Agreement • March 9th, 2012 • BrightSource Energy Inc • Electric services • New York

THIS AMENDED AND RESTATED PREFERRED EQUIPMENT SUPPLY AGREEMENT (this “Agreement”) dated as of December 27, 2010 (the “Effective Date”), is executed and entered into by and between BrightSource Energy, Inc., a Delaware corporation (“BSE”), for itself and on behalf of its Affiliates including BrightSource Industries (Israel), Ltd. (“BSII”), and ALSTOM Power Inc. (“Alstom”), a Delaware corporation (BSE and Alstom sometimes hereinafter being referred to individually as a “Party” and collectively as the “Parties”), with reference to the following:

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Contract
Solar Field Supply Subcontract • March 9th, 2012 • BrightSource Energy Inc • Electric services • California

* CERTAIN INFORMATION, MARKED BY BRACKETS AND AN ASTERISK, IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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LOAN AND GUARANTY AGREEMENT
Loan and Guaranty Agreement • May 27th, 2011 • BrightSource Energy Inc • Electric services • California

THIS LOAN AND GUARANTY AGREEMENT is made and dated as of December 28, 2010 and is entered into by and among BRIGHTSOURCE ENERGY, INC., a Delaware corporation (the “Borrower”), certain wholly-owned Domestic Subsidiaries of Borrower, as Guarantors, and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation (“HTGC”) and HERCULES TECHNOLOGY II, L.P., a Delaware limited partnership (“Hercules II”) (HTGC and Hercules II, collectively, the “Lender”).

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IVANPAH III EQUITY PARTICIPATION AGREEMENT by and among BRIGHTSOURCE ENERGY, INC., as Sponsor BRIGHTSOURCE IVANPAH HOLDINGS, LLC, as Sponsor Investor NRG SOLAR IVANPAH LLC, as an Investor and DANKE SCHOEN PROJECT LLC, as an Investor dated as of April...
Participation Agreement • March 9th, 2012 • BrightSource Energy Inc • Electric services • New York

This Ivanpah III Equity Participation Agreement (this “Participation Agreement”) is made and entered into as of April 5, 2011 (the “Effective Date”), by and among BrightSource Energy, Inc., a Delaware corporation (“Sponsor”), BrightSource Ivanpah Holdings, LLC, a Delaware limited liability company (“Sponsor Investor”), NRG Solar Ivanpah LLC, a Delaware limited liability company (“NRG Investor”), and Danke Schoen Project LLC, a Delaware limited liability company (“Google Investor” and, together with NRG Investor and Sponsor Investor, each an “Investor” and, collectively, the “Investors”).

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LOAN AGREEMENT between BRIGHTSOURCE IVANPAH FUNDINGS, LLC and BDC IVANPAH, LLC dated as of April 8, 2011
Loan Agreement • March 9th, 2012 • BrightSource Energy Inc • Electric services • New York

This LOAN AGREEMENT (the “Agreement”) is executed and delivered as of April 8, 2011, between BrightSource Ivanpah Fundings, LLC, a Delaware limited liability company (“Borrower”), and BDC Ivanpah, LLC, a Delaware limited liability company (“Lender”), such parties to be referenced individually as a “Party” and collectively as “Parties.”

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LOAN AGREEMENT BRIGHTSOURCE IVANPAH FUNDINGS, LLC, A DELAWARE LIMITED LIABILITY COMPANY AS BORROWER CMB INFRASTRUCTURE INVESTMENT GROUP VII, LP, A CALIFORNIA LIMITED PARTNERSHIP AS LENDER DATED AS OF NOVEMBER 21, 2011
Loan Agreement • February 10th, 2012 • BrightSource Energy Inc • Electric services • California

THIS LOAN AGREEMENT (this “Agreement”) is dated as of November 21, 2011 (the “Effective Date”), and is by and among BrightSource Ivanpah Fundings, LLC, a Delaware limited liability company (“Borrower”), CMB Infrastructure Investment Group VII, LP, a California limited partnership (“Lender”), and, solely for purposes of guaranteeing Lender’s obligations under Section 4.2(b), CMB Export, LLC, a California limited liability company (“CMB Export”).

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THIRD AMENDMENT TO WARRANT AGREEMENT
Warrant Agreement • October 12th, 2011 • BrightSource Energy Inc • Electric services • California

This THIRD AMENDMENT TO WARRANT AGREEMENT (this “Amendment”) is dated and effective as of September 15, 2011 by and between BrightSource Energy, Inc., a Delaware corporation (the “Company”), and Hercules Technology Growth Capital, Inc., a Maryland corporation (“Warrantholder”).

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BRIGHTSOURCE ENERGY, INC.
Restricted Stock Unit Award Agreement • October 12th, 2011 • BrightSource Energy Inc • Electric services • California

Unless otherwise defined herein, the terms defined in the BrightSource Energy, Inc. 2011 Omnibus Equity Incentive Plan (the “U.S. Plan”), including its Appendix for Employees in Israel (the “Israel Plan” and in conjunction with the U.S. Plan, the “Plan”) will have the same defined meanings in this Restricted Stock Unit Award Agreement (the “Award Agreement”).

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PLEDGE AND SECURITY AGREEMENT dated as of December 28, 2010 among BRIGHTSOURCE ENERGY, INC., EACH OF THE OTHER GRANTORS PARTY HERETO and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., as Collateral Agent
Pledge and Security Agreement • May 27th, 2011 • BrightSource Energy Inc • Electric services • California

This PLEDGE AND SECURITY AGREEMENT, dated as of December 28, 2010 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among BrightSource Energy, Inc., a Delaware corporation (the “Borrower”), each of the Guarantors under the Loan Agreement (as herein defined) and each of the subsidiaries of the Borrower that become Guarantors under the Loan Agreement party hereto from time to time, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (together with the Borrower, the “Grantors” and each, a “Grantor”), and Hercules Technology Growth Capital, Inc., as collateral agent for the Secured Parties (as herein defined) (in such capacity as collateral agent, together with its successors and permitted assigns, the “Collateral Agent”).

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ASSIGNMENT AGREEMENT
Assignment Agreement • April 22nd, 2011 • BrightSource Energy Inc • California

This Assignment Agreement (the “Agreement”) is entered into as of October 24, 2006 by and between Luz II, Inc., a Delaware corporation (the “Company”) and Los Angeles Advisory Services Incorporated, a California corporation (“LAAS”).

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BRIGHTSOURCE ENERGY, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT DECEMBER 28, 2010
Rights Agreement • April 22nd, 2011 • BrightSource Energy Inc • California

This Amended and Restated Investors’ Rights Agreement (the “Agreement”) is made as of the 28th day of December, 2010, by and among BrightSource Energy, Inc., a Delaware corporation (the “Company”), and the investors listed on Exhibit A hereto, each of which is herein referred to as an “Investor”, and amends and restates that certain Amended and Restated Investors’ Rights Agreement, dated February 2, 2010, by and among the Company and certain of the Investors, as amended (the “Prior Agreement”).

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BRIGHTSOURCE ENERGY, INC.
Stock Option Award Agreement • October 12th, 2011 • BrightSource Energy Inc • Electric services • California

Unless otherwise defined herein, the terms defined in the BrightSource Energy, Inc. 2011 Omnibus Equity Incentive Plan (the “U.S. Plan”), including its Appendix for Employees in Israel (the “Israel Plan” and in conjunction with the U.S. Plan, the “Plan”) will have the same defined meanings in this Stock Option Award Agreement (the “Award Agreement”).

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BRIGHTSOURCE ENERGY, INC. AMENDMENT TO THE AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • April 22nd, 2011 • BrightSource Energy Inc

This Amendment to the Amended and Restated Investor Rights Agreement (“Amendment”) is made as of March 11, 2011, between BrightSource Energy, Inc., a Delaware corporation (the “Company”), and the Investors set forth on the signature pages hereto (the “Majority Investors”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in that certain Amended and Restated Investors’ Rights Agreement, dated December 28, 2010, by and among the Company and certain Investors listed on Exhibit A attached thereto (the “Rights Agreement”).

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FIRST OMNIBUS AMENDMENT AND CONSENT TO LOAN AND GUARANTY AGREEMENT AND PLEDGE AND SECURITY AGREEMENT
Loan and Guaranty Agreement and Pledge and Security Agreement • May 27th, 2011 • BrightSource Energy Inc • Electric services • California

THIS FIRST OMNIBUS AMENDMENT AND CONSENT TO LOAN AND GUARANTY AGREEMENT AND PLEDGE AND SECURITY AGREEMENT (this “Amendment”) is dated as of March 21, 2011 and is entered into by and among BrightSource Energy, Inc., a Delaware corporation (the “Borrower”), certain wholly-owned domestic subsidiaries of the Borrower listed on the signature pages hereto (the “Guarantors” and each a “Guarantor”), and HERCULES TECHNOLOGY GROWTH CAPITAL, INC. and HERCULES TECHNOLOGY II, L.P., as Lender (collectively, “Lender”), and is made with reference to (i) that certain LOAN AND GUARANTY AGREEMENT dated December 28, 2010 (as amended, restated, supplemented or otherwise modified through the date hereof, the “Loan Agreement”) by and among the Borrower, the Guarantors and Lender and (ii) that certain PLEDGE AND SECURITY AGREEMENT dated December 28, 2010 (as amended, restated, supplemented or otherwise modified through the date hereof, the “Pledge and Security Agreement”) by and among the Borrower, each of th

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AMENDMENT NO. 1 TO THE AMENDED AND RESTATED PREFERRED EQUIPMENT SUPPLY AGREEMENT of December 27, 2010 MARCH 19, 2012 Between BrightSource Energy, Inc., and ALSTOM POWER Inc.
Preferred Equipment Supply Agreement • March 21st, 2012 • BrightSource Energy Inc • Electric services

THIS AMENDMENT NO. 1 TO THE AMENDED AND RESTATED PREFERRED EQUIPMENT SUPPLY AGREEMENT (this “Amendment No. 1”) dated as March 19, 2012 (the “Execution Date”), is executed and entered into by and between BrightSource Energy, Inc., a Delaware corporation (“BSE”), for itself and on behalf of its Affiliates including BrightSource Industries (Israel), Ltd. (“BSII”), and ALSTOM Power Inc. (“Alstom”), a Delaware corporation (BSE and Alstom sometimes hereinafter being referred to individually as a “Party” and collectively as the “Parties”), with reference to the following:

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SECOND AMENDMENT TO OFFICE LEASE
Office Lease • April 22nd, 2011 • BrightSource Energy Inc

This SECOND AMENDMENT TO OFFICE LEASE (this “Second Amendment”) is made and entered into as of the 19th day of November, 2010, by and between OAKLAND PROPERTY LLC, a Delaware limited liability company (“Landlord”), and BRIGHTSOURCE ENERGY, INC., a Delaware corporation (“Tenant”).

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OFFICE SUBLEASE
Office Sublease • October 12th, 2011 • BrightSource Energy Inc • Electric services

This Sublease (“Sublease”) is made and entered as of September 1, 2011 (“Effective Date”) by and between Brown Eassa & McLeod LLP (hereinafter referred to as the “Sublandlord”), and Brightsource Energy, Inc. (hereinafter referred to as the “Subtenant”) .

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BRIGHTSOURCE ENERGY, INC. AMENDMENT TO THE AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • March 21st, 2012 • BrightSource Energy Inc • Electric services

This Amendment to the Amended and Restated Investors’ Rights Agreement (“Amendment”) is made as of March 19, 2012, between BrightSource Energy, Inc., a Delaware corporation (the “Company”), the parties set forth on the signature pages hereto (the “Majority Investors”) and Caithness Development, LLC (“Caithness”).

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SECOND AMENDMENT TO WARRANT AGREEMENT
Warrant Agreement • August 3rd, 2011 • BrightSource Energy Inc • Electric services • California

This SECOND AMENDMENT TO WARRANT AGREEMENT (this “Amendment”) is entered into as of August 2, 2011 but is effective as of July 30, 2011 by and between BrightSource Energy, Inc., a Delaware corporation (the “Company”), and Hercules Technology Growth Capital, Inc., a Maryland corporation (“Warrantholder”).

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BRIGHTSOURCE ENERGY, INC. Common Stock Purchase Agreement March 19, 2012
Stock Purchase Agreement • March 21st, 2012 • BrightSource Energy Inc • Electric services • California

BrightSource Energy, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to you (the “Purchaser”), that number of shares of common stock, par value $0.0001 share (the “Common Stock”), of the Company as determined pursuant to the calculation set forth in Section 1(a) below (the “Shares”). The issuance and sale to the Purchaser of the Shares is to be consummated subsequent to the closing of the issuance and sale of shares of Common Stock by the Company pursuant to an Underwriting Agreement to be entered into by and among the Company and Goldman, Sachs & Co., Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as representatives of the several Underwriters (the “Underwriters”) named therein, to the Underwriters in connection with the Company’s initial public offering pursuant to the Company’s Registration Statement on Form S-1 (File No. 333-173686), immediately prior to, or upon, the closing of which all of the outstanding shares of the Company’s preferre

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SEPARATION AND RELEASE AGREEMENT
Separation and Release Agreement • February 10th, 2012 • BrightSource Energy Inc • Electric services • California

Throughout this Separation and Release Agreement (“Release” or “Agreement”), the words (1) “we”, “us”, “our” and “BrightSource” refer to BrightSource Energy, Inc. and all of our subsidiaries and affiliates and our and their officers, directors, employees, agents and attorneys, and (2) “you,” “your,” and “yours” refer to you, Carlos Aguilar, and all of your heirs, successors and assigns.

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FIRST AMENDMENT TO WARRANT AGREEMENT
Warrant Agreement • August 3rd, 2011 • BrightSource Energy Inc • Electric services • California

This FIRST AMENDMENT TO WARRANT AGREEMENT (this “Amendment”) is dated and effective as of June 30, 2011 by and between BrightSource Energy, Inc., a Delaware corporation (the “Company”), and Hercules Technology Growth Capital, Inc., a Maryland corporation (“Warrantholder”).

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FOURTH AMENDMENT TO WARRANT AGREEMENT
Warrant Agreement • October 12th, 2011 • BrightSource Energy Inc • Electric services • California

This FOURTH AMENDMENT TO WARRANT AGREEMENT (this “Amendment”) is dated and effective as of September 30, 2011 by and between BrightSource Energy, Inc., a Delaware corporation (the “Company”), and Hercules Technology Growth Capital, Inc., a Maryland corporation (“Warrantholder”).

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PART-TIME EMPLOYMENT AGREEMENT
Part-Time Employment Agreement • April 22nd, 2011 • BrightSource Energy Inc

This Part-Time Employment Agreement is entered into as of the first (1st) day of October, 2010, and shall remain in effect not later than the thirty-first (31st) day of December, 2011, by and between BrightSource Industries (Israel) Ltd. (the “Company”) and Arnold Goldman, Israeli ID No. 017392184 residing at Rabbenu Politi 8, Jerusalem, Israel, 93390 (the “Employee”). While there is no obligation under this agreement beyond the thirty-first (31st) day of December, 2011 by either party, it may be extended beyond that date by mutual agreement.

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