ContractEnglish Warrant Agreement • March 25th, 2016 • Bloom Energy Corp • Electrical industrial apparatus • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (the “1933 ACT”), 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 REASONABLY SATISFACTORY TO YOU THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
EQUITY CONTRIBUTION AGREEMENT Dated as of March 20, 2013 by and among BLOOM ENERGY CORPORATION, as the Contributor, DIAMOND STATE GENERATION PARTNERS, LLC, as the Company and DEUTSCHE BANK TRUST COMPANY AMERICAS, as the Collateral AgentEquity Contribution Agreement • March 25th, 2016 • Bloom Energy Corp • Electrical industrial apparatus • New York
This EQUITY CONTRIBUTION AGREEMENT (this “Agreement”), dated as of March 20, 2013, is entered into by and among BLOOM ENERGY CORPORATION, a Delaware corporation (the “Contributor”), DIAMOND STATE GENERATION PARTNERS, LLC, a Delaware limited liability company (the “Company”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, as the Collateral Agent under the Collateral Agency Agreement referenced below (in such capacity, together with any successor Collateral Agent appointed pursuant to the Collateral Agency Agreement, the “Collateral Agent”). Capitalized terms used in this Agreement are defined as set forth in Section 1.1.
BLOOM ENERGY CORPORATION AGREEMENT AND WARRANT TO PURCHASE SERIES F PREFERRED STOCK Effective Date: July 1, 2014 Void After: July 1, 2021Preferred Stock • March 25th, 2016 • Bloom Energy Corp • Electrical industrial apparatus • Delaware
This Agreement and Warrant to Purchase Series F Preferred Stock (this “Agreement” or “Warrant”) certifies that, for value received, PE12GVVC (US DIRECT) LTD., or any permitted transferee (the “Holder”), is entitled, subject to the terms set forth below, to purchase from Bloom Energy Corporation, a Delaware corporation (the “Company”), up to 330,749 shares of Series F Preferred Stock of the Company (“Series F Preferred Stock”), upon surrender of this Warrant, at the principal office of the Company referred to below, with the subscription form attached hereto duly executed, and simultaneous payment therefor, as hereinafter provided, of the aggregate Exercise Price (as defined below). The Exercise Price and the number of shares of Series F Preferred Stock purchasable hereunder are subject to adjustment as provided herein.
BLOOM ENERGY CORPORATION THE GUARANTORS PARTY HERETO, as Guarantors AND U.S. BANK NATIONAL ASSOCIATION, as Trustee and Collateral Agent INDENTURE Dated as of December 15, 2015 5.0% Convertible Senior Secured PIK Notes due 2020Supplemental Indenture • March 25th, 2016 • Bloom Energy Corp • Electrical industrial apparatus • New York
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year first above written.
MASTER OPERATION AND MAINTENANCE AGREEMENT by and between DIAMOND STATE GENERATION PARTNERS, LLC and BLOOM ENERGY CORPORATION dated as of April 13, 2012And Maintenance Agreement • March 25th, 2016 • Bloom Energy Corp • Electrical industrial apparatus • New York
This MASTER OPERATION AND MAINTENANCE AGREEMENT (this “Agreement”), dated as of April 13, 2012, between BLOOM ENERGY CORPORATION, a Delaware corporation (“BE” or, in its capacity as operator hereunder, “Operator”), and DIAMOND STATE GENERATION PARTNERS, LLC, a Delaware limited liability company (“Owner”) (each, a “Party”, and together, the “Parties”), covers (i) the Portfolio of on-site solid oxide fuel cell power generating systems capable of being powered by renewable fuels, having an aggregate Nameplate Capacity of up to 30 MW (each a “Bloom System”, and together the “Bloom Systems”) and (ii) the BOF installed by BE pursuant to the MESPA, in each case to the extent set forth herein.
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DIAMOND STATE GENERATION HOLDINGS, LLC dated as of March 20, 2013Limited Liability Company Agreement • March 25th, 2016 • Bloom Energy Corp • Electrical industrial apparatus • Delaware
Second Amended and Restated Limited Liability Company Agreement of Diamond State Generation Holdings, LLC, a Delaware limited liability company (the “Company”), dated as of March 20, 2013 by and among Clean Technologies II, LLC, a Delaware limited liability company (“Clean Technologies”) and [***] Inc., a Delaware corporation (“[***]”).
DIAMOND STATE GENERATION PARTNERS, LLC 5.22% Senior Secured Notes due March 30, 2025 NOTE PURCHASE AGREEMENT Dated March 20, 2013Note Purchase Agreement • March 25th, 2016 • Bloom Energy Corp • Electrical industrial apparatus • New York
Diamond State Generation Partners, LLC, a Delaware limited liability company (the “Company”), agrees with each of the Purchasers as follows:
GUARANTYContribution Agreement • March 25th, 2016 • Bloom Energy Corp • Electrical industrial apparatus • New York
GUARANTY (this “Guaranty”) dated as of March 16, 2012 by Bloom Energy Corporation, a Delaware corporation (the “Guarantor”), in favor of [***], a Delaware corporation (the “Guaranteed Party”).
BLOOM ENERGY CORPORATION EIGHTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT June 30, 2011Registration Rights Agreement • March 25th, 2016 • Bloom Energy Corp • Electrical industrial apparatus • California
This Eighth Amended and Restated Registration Rights Agreement (this “Agreement”) is made as of June 30, 2011, by and among Bloom Energy Corporation, a Delaware corporation (the “Company”), and each of the persons and entities who have purchased shares of the Company’s Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock or Series G Preferred Stock pursuant to stock purchase agreements between such purchasers and the Company.
WARRANT TO PURCHASE PREFERRED STOCKBloom Energy Corp • March 25th, 2016 • Electrical industrial apparatus • California
THIS WARRANT CERTIFIES THAT, for the agreed upon value of $1.00 and for other good and valuable consideration, including the execution and delivery of that certain Master Loan and Security Agreement No. BLOOX, dated as of December 31 , 2012, (the “Loan Agreement” and each loan thereunder, a “Loan”), this Warrant is issued to ATEL VENTURES, INC., in its capacity as Trustee for its assignee affiliated funds identified in that certain Amendment and Restatement of Inter-Company Trust Agreement for Warrants dated as of January 1,2007, as amended by Amendment No. 1 dated as of March 15,2010, and as may be further amended and restated from time to time, and deemed effective as of July 20,2004 (“Holder”), by BLOOM ENERGY CORPORATION, a Delaware corporation (the “Company”).
AMENDMENT NO. 1 TO EIGHTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 25th, 2016 • Bloom Energy Corp • Electrical industrial apparatus • California
This Amendment No. 1 (the “Amendment”) to that certain Eighth Amended and Restated Registration Rights Agreement dated as of June 30, 2011 by and among Bloom Energy Corporation, a Delaware corporation (the “Company”), and the Holders named therein (the “Rights Agreement”) is made and entered into as of December 14, 2015 by and among the Company and the undersigned Holders of a majority of the outstanding shares of Registrable Securities (the “Majority Holders”). Capitalized terms used in this Amendment that are not otherwise defined herein shall have the respective meanings assigned to them in the Rights Agreement.
SECURITY AGREEMENTSecurity Agreement • March 25th, 2016 • Bloom Energy Corp • Electrical industrial apparatus • New York
THIS SECURITY AGREEMENT (as amended, modified, supplemented or restated and in effect from time to time, this “Agreement”), dated as of December 15, 2015, is made by and among Bloom Energy Corporation, a Delaware corporation (the “Company”), the Guarantors from time to time party hereto (the “Guarantors” and together with the Company, each a “Grantor” and collectively, the “Grantors”), and U.S. Bank National Association, in its capacity as collateral agent pursuant to the Indenture (as hereinafter defined) (in such capacity and together with any successors in such capacity, the “Collateral Agent”) for its own benefit and the benefit of the other Secured Parties.
GROUND LEASE by and between 1743 HOLDINGS, LLC, as Landlord and BLOOM ENERGY CORPORATION as TenantGround Lease • March 25th, 2016 • Bloom Energy Corp • Electrical industrial apparatus • Delaware
Whenever any term below is mentioned in this Lease, the definition and/or information next to the corresponding term shall be incorporated in its meaning. When used herein, the singular shall apply to the plural, the plural to the singular, and the use of any gender shall apply to all genders.
NASA AMES RESEARCH CENTER ENHANCED USE LEASE Basic Lease InformationLease • March 25th, 2016 • Bloom Energy Corp • Electrical industrial apparatus • California
This NASA Ames Research Center Enhanced Use Lease of (the “Lease”) is made as of the date specified in the Basic Lease Information, by and between the NATIONAL AERONAUTICS AND SPACE ADMINISTRATION, an Agency of the United States (“Landlord”), Ames Research Center located at Moffett Field, California, and the tenant specified in the Basic Lease Information (“Tenant”). This Lease is made under the authority of section 315 of the National Aeronautics and Space Act, as amended (51 U.S.C. §20145), with reference to the following facts:
