Form 8-K

8-K — Clearway Energy, Inc.

Accession: 0001104659-26-114388

Filed: 2026-10-07

Period: 2026-10-01

CIK: 0001567683

SIC: 4911 (ELECTRIC SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — tm2627155d1_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2627155d1_ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2627155d1_8k.htm · Sequence: 1

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0001567683

2026-10-01

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 1, 2026

Clearway Energy, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-36002

46-1777204

(State or other jurisdiction of

incorporation)

(Commission File Number)

(IRS Employer Identification No.)

902 Carnegie Center, Suite 520, Princeton,

New Jersey 08540

(Address of principal executive offices, including zip code)

(609) 608-1525

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class C Common Stock, par value $0.01

CWEN

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry Into a Material Definitive Agreement.

On October 1, 2026, Honeycomb 2 Purchaser LLC (“Purchaser”),

a subsidiary of Clearway Energy, Inc. (the “Company”), entered into a Membership Interest Purchase Agreement (the “Purchase

Agreement”) with Honeycomb 2 CE Seller LLC (“Seller”), an affiliate of Clearway Energy Group LLC (“CEG”).

Pursuant to the terms of the Purchase Agreement, Purchaser will acquire from Seller certain limited liability company membership interests

in Honeycomb 2 TargetCo LLC (“Target Company”), which, subject to certain terms and conditions referenced in the Purchase

Agreement, will become the indirect owner of all of the limited liability company interests in Escalante BESS II LLC, Escalante BESS III

LLC and Granite Mountain BESS West LLC (collectively, the “Project Companies”), for a base purchase price of approximately

$119 million in cash, subject to adjustments based on a financial model designed to achieve certain minimum economic thresholds (the “Transaction”).

The Project Companies own and are developing three battery energy storage facilities and associated infrastructure, representing an aggregate

capacity of approximately 210 megawatts, in Beaver County and Iron County, Utah. Effective at the closing of the Transaction, Purchaser

will own 100% of the class A units of the Target Company and Clearway Renew LLC, a wholly owned subsidiary of CEG and the parent company

of Seller, will own 100% of the class C units of the Target Company.

The Purchase Agreement contains customary representations,

warranties and covenants made by each of the parties. In addition, Purchaser, on the one hand, and Seller, on the other hand, are obligated,

subject to certain limitations, to indemnify each other and their respective officers, directors, employees, counsel, accountants, financing

advisors, consultants and agents for certain customary and other specified matters, including breaches of representations and warranties,

nonfulfillment or breaches of covenants and for certain liabilities and third-party claims.

The closing of the Transaction (the “Closing”)

is subject to the satisfaction or waiver of a number of customary closing conditions and certain third-party actions. Subject to the satisfaction

or waiver of the conditions set forth in the Purchase Agreement, the Closing is expected to occur during the fourth quarter of 2027.

The foregoing description of the Transaction and

the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, reference to the full text

of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit

No.

Document

10.1†*

Membership Interest Purchase Agreement, dated as of October 1, 2026, by and between Honeycomb 2 CE Seller LLC and Honeycomb 2 Purchaser LLC.

104

Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

†

Schedules and similar attachments to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission (the “SEC”) upon request.

Certain portions of this Exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The omitted information is (i) not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. The Company agrees to furnish supplementally an unredacted copy of this Exhibit to the SEC upon request.

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Clearway Energy, Inc.

By:

/s/ Michael A. Brown

Michael A. Brown

Senior Vice President, General Counsel and Corporate Secretary

Dated: October 7, 2026

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2627155d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

Execution Version

Certain portions of

this Exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K and, where applicable, have been marked with

“[***]” to indicate where redactions have been made. The marked information has been redacted because it is both (i) not

material and (ii) would likely cause competitive harm to the Company if publicly disclosed.

MEMBERSHIP INTEREST PURCHASE AGREEMENT

with respect to

Honeycomb 2 TargetCo LLC

by and between

Honeycomb 2 CE Seller LLC, as Seller

and

Honeycomb 2 Purchaser LLC, as Purchaser

dated as of October 1, 2026

CONTENTS

Page

Article

1 DEFINITIONS AND RULES OF INTERPRETATION

1.01.

Definitions

1.02.

Rules of Interpretation

Article

2 SALE OF MEMBERSHIP INTERESTS AND CLOSING

2.01.

Purchase and Sale

2.02.

Payment of Purchase

Price

2.03.

Closing; Additional

Payments

2.04.

Adjusted Purchase

Price Amount.

2.05.

Certain Proceeds

2.06.

Tax Reporting of

Transaction

Article

3 REPRESENTATIONS AND WARRANTIES

3.01.

Representations and

Warranties with respect to Seller and the Acquired Companies

3.02.

Representations and

Warranties with Respect to Purchaser

Article

4 CONDITIONS PRECEDENT

4.01.

Closing Date Conditions

Precedent of the Parties

4.02.

Closing Date Conditions

Precedent of the Purchaser

4.03.

Closing Date Conditions

Precedent of the Seller

Article

5 Certain Covenants

5.01.

Regulatory and Other

Permits

5.02.

Access to Information

5.03.

Notification of Certain

Matters

5.04.

Conduct of Business

5.05.

Fulfillment of Conditions

5.06.

Further Assurances

5.07.

Purchaser’s

Substitute Support Obligations

5.08.

Tax Matters

5.09.

No Solicitation

5.10.

Purchaser Parent

Guaranty

5.11.

Seller Parent Guaranty

5.12.

Tax Equity Agreements;

Tax Credit Monetization

5.13.

Duties of the Initial

Manager

Article

6 Indemnification

6.01.

Indemnification

by Seller

6.02.

Indemnification by

Purchaser

6.03.

Survival of Representations,

Warranties, Covenants and Agreements

6.04.

Limitations on Claims

6.05.

Procedure for Indemnification

of Third Party Claims

6.06.

Rights of the Indemnifying

Party in the Defense of Third Party Claims

6.07.

Direct Claims

6.08.

Exclusive Remedy

6.09.

Mitigations

6.10.

Indemnity Treatment

Article

7 Termination

7.01.

Termination

7.02.

Effect of Termination

Article

8 GENERAL PROVISIONS

8.01.

Notices

8.02.

Entire Agreement

8.03.

Specific Performance

8.04.

Time of the Essence

8.05.

Expenses

8.06.

Confidentiality;

Disclosures

8.07.

Waiver

8.08.

Amendment

8.09.

No Third Party Beneficiary

8.10.

Assignment

8.11.

Severability

8.12.

Governing Law

8.13.

Consent to Jurisdiction

8.14.

Waiver of Jury Trial

8.15.

Limitation on Certain

Damages

8.16.

Disclosures

8.17.

PDF Signature; Counterparts

TABLE OF CONTENTS

(continued)

Exhibits:

Exhibit A

Form of Assignment of Membership Interests

Exhibit B

Form of Purchaser Parent Guaranty

Exhibit C

Form of Seller Parent Guaranty

Exhibit D

Form of Officer’s Certificate of Seller

Exhibit E

Form of Secretary’s Certificate of Seller

Exhibit F

Form of Officer’s Certificate of Purchaser

Exhibit G

Form of Secretary’s Certificate of Purchaser

Exhibit H

Form of A&R LLC Agreement

Schedules:

Schedule 6.01

Certain Indemnification

Matters

Seller Disclosure Schedules:

Schedule 1.01

Permitted Liens

Schedule 3.01(c)

Seller Consents

Schedule 3.01(e)

Seller Approvals

Schedule 3.01(f)

Legal Proceedings

Schedule 3.01(g)

Brokers

Schedule 3.01(i)

Permitted Business Jurisdictions

Schedule 3.01(i)(ii)

Permitted Equity Encumbrances

Schedule 3.01(i)(iii)

Directors and Officers

Schedule 3.01(i)(v)

Permitted Options

Schedule 3.01(i)(vi)

Permitted Additional Investments

Schedule 3.01(i)(vii)

Permitted Additional Business Operations

Schedule 3.01(j)

Liabilities

Schedule 3.01(k)

Taxes

Schedule 3.01(m)(i)

Company Contracts

Schedule 3.01(m)(iii)

Company Contracts Defaults

Schedule 3.01(n)(i)

Land

Schedule 3.01(n)(ii)

Permitted Real Property Agreements

Schedule 3.01(n)(iii)

Real Property Rights

Schedule 3.01(o)

Insured Property Rights

Schedule 3.01(p)(i)

Environmental Law Non-Compliance

Schedule 3.01(p)(iii)

Environmental Permits

Schedule 3.01(p)(iv)

Release of Hazardous Substances

Schedule 3.01(q)(i)

Permits

Schedule 3.01(q)(ii)

Regulatory Noncompliance

Schedule 3.01(r)

Affiliate Transactions

Schedule 3.01(s)(i)

Intellectual Property

Schedule 3.01(t)

Insurance

Schedule 3.01(v)

Absence of Changes

Schedule 3.01(w)

Bank Accounts

Schedule 3.01(y)

Support Obligations

Schedule 5.04(b)

Conduct of Business

iii

TABLE OF CONTENTS

(continued)

Purchaser Disclosure Schedules:

Schedule 3.02(c)

Purchaser Consents

Schedule 3.02(e)

Permits

Schedule 3.02(h)

Brokers

Schedule 3.02(i)

Purchaser Approvals

MEMBERSHIP INTEREST PURCHASE AGREEMENT

This MEMBERSHIP INTEREST

PURCHASE AGREEMENT (this “Agreement”), dated as of October 1, 2026 (the “Execution Date”),

is entered into by and between Honeycomb 2 CE Seller LLC, a Delaware limited liability company (“Seller”), and Honeycomb

2 Purchaser LLC, a Delaware limited liability company (“Purchaser”). Purchaser and Seller are referred to, collectively,

as the “Parties” and each, individually, as a “Party.” Capitalized terms not otherwise defined

herein shall have the meaning given them in Section 1.01 of this Agreement.

RECITALS

WHEREAS, (a) Renew

Development HoldCo LLC, a Delaware limited liability company (“Project DevCo”) directly owns one hundred percent (100%)

of the limited liability company membership interests of Honeycomb 2 Project Holdco Pledgor LLC, a Delaware limited liability company

(“Pledgor Company”) and (b) Pledgor Company directly owns one hundred percent (100%) of the limited liability

company membership interests of Honeycomb 2 Project Holdco LLC, a Delaware limited liability company (“Project Holdco”);

WHEREAS, Project Holdco owns

one hundred percent (100%) of the limited liability company membership interests of (a) Escalante BESS II LLC, a Delaware

limited liability company (the “Escalante II Project Company”), (b) Escalante BESS III LLC, a Delaware

limited liability company (the “Escalante III Project Company”), and (c) Granite Mountain BESS West LLC,

a Delaware limited liability company (the “Granite Project Company”, and together with the Escalante II Project Company

and Escalante III Project Company, collectively, the “Project Companies” and each, a “Project Company”);

WHEREAS, (a) the

Escalante II Project Company owns and is developing an approximately 80 MWAC / 320 MWhAC battery energy storage

facility, and associated infrastructure, located in Beaver County, Utah (the “Escalante II Project”), (b) the

Escalante III Project Company owns and is developing an approximately 80 MWAC / 320 MWhAC battery energy storage

facility, and associated infrastructure, located in Beaver County, Utah (the “Escalante III Project”), and (c) the

Granite Project Company owns and is developing an approximately 50 MWAC / 200 MWhAC battery energy storage facility,

and associated infrastructure, located in Iron County, Utah (the “Granite Mountain West Project”, and together with

the Escalante II Project and Escalante III Project, collectively, the “Projects” and each, a “Project”);

WHEREAS, (a) Seller

directly owns one hundred percent (100%) of the limited liability company membership interests of Honeycomb 2 TargetCo LLC, a Delaware

limited liability company (the “Target Company”), (b) Target Company directly owns one hundred percent

(100%) of the limited liability company membership interests of Honeycomb 2 Class B Member LLC, a Delaware limited liability company

(the “Class B Member”), and (c) until the Tax Equity Investor (as defined below) makes its initial

investment in Honeycomb 2 TE Holdco LLC, a Delaware limited liability company (“TE HoldCo”, and together with the

Escalante II Project Company, the Escalante III Project Company, the Granite Project Company, Class B Member, Project HoldCo and

Target Company, the “Acquired Companies”), in accordance with the Tax Equity Agreements (as defined below), (i) Class B

Member will own one hundred percent (100%) of the limited liability company membership interests in TE HoldCo, and (ii) Pledgor

Company will directly own one hundred percent (100%) of Project HoldCo which in turn directly owns one hundred percent (100%) of the

limited liability company membership interests of Escalante II Project Company, Escalante III Project Company and Granite Project Company.

WHEREAS, prior to the Closing

(as defined below), consistent with the provisions of the Tax Equity Agreements, (a) Class B Member will make a contribution

to, and the Tax Equity Investor will make its initial investment in, TE HoldCo in accordance with the Tax Equity Agreements, (b) the

limited liability company membership interests in TE HoldCo will be divided into Class A membership interests and Class B membership

interests, with (i) one hundred percent (100%) of the Class A membership interests in TE HoldCo to be issued, directly

or indirectly, to the Tax Equity Investor, and (ii) the portion of the limited liability company membership interests in

TE HoldCo retained by Class B Member to be converted into one hundred percent (100%) of the Class B membership interests in

TE HoldCo, and (c) pursuant to the TE HoldCo MIPA (as defined below), TE HoldCo will acquire from Pledgor Company one hundred

percent (100%) of the limited liability company membership interests of Project HoldCo, which indirectly owns the Projects;

WHEREAS, immediately subsequent

to the consummation of the transactions described in the immediately preceding recital, TE HoldCo will own, directly or indirectly, all

the limited liability company membership interests in (a) Project Holdco, which directly owns the Project Companies and (b) the

Project Companies that directly own the Projects;

WHEREAS, upon the occurrence

of the SC Funding (as defined below) and following repayment of the Tax Equity Bridge Loan, (as defined below), (a) Purchaser

shall make the SC Payment (as defined below) to Seller, (b) Seller shall contribute the amount of the SC Payment to Target

Company, (c) Target Company shall contribute the amount of the SC Payment to Class B Member and (d) Class B

Member will make a contribution to TE HoldCo equal to the SC Payment, and the Tax Equity Investor will make an investment in TE HoldCo

in respect of the SC Funding in accordance with the Tax Equity Agreements;

WHEREAS, at the Closing,

and subsequent to the Tax Equity Investor making its initial investment in TE HoldCo, Seller desires to sell, and Purchaser desires to

purchase, nine hundred and ninety-nine (999) units, which represent a portion of the limited liability company membership interests in

the Target Company (the “Acquired Interests”), which shall be converted into one hundred percent (100%) of the Class A

limited liability company membership interests in the Target Company, on the terms and conditions set forth in this Agreement;

WHEREAS, immediately following

Purchaser’s acquisition of the Acquired Interests, (a) Seller will distribute (the “Seller Distribution”)

to Clearway Renew LLC, a Delaware limited liability company (“Seller Parent”), the remaining one (1) unit, which

represents the remaining portion of the limited liability company membership interests in the Target Company owned by Seller (the “Retained

Interest”), and (b) such Retained Interest shall be converted into one hundred percent (100%) of the Class C

limited liability company membership interests in the Target Company; and

WHEREAS, pursuant to the

A&R LLCA, upon the consummation of the Closing, (a) the Acquired Interests shall be designated the “Class A

Membership Interest” and (b) the Retained Interest shall be designated the “Class C Membership Interest”.

NOW, THEREFORE, in consideration

of the foregoing premises and the respective representations, warranties, covenants and agreements set forth herein, and for other good

and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the

Parties agree as follows:

Article 1

DEFINITIONS AND RULES OF INTERPRETATION

1.01.       Definitions.

As used in this Agreement, the following defined terms have the meanings indicated below:

“A&R LLCA”

means that certain Amended and Restated Limited Liability Company Agreement of the Target Company, substantially in the form attached

hereto as Exhibit H (and, with respect to any portion of Exhibit H subject to finalization during the Interim

Period, with such supplements or modifications thereto as may be mutually agreed by the Parties, each acting reasonably and in good faith).

“Acquired Companies”

has the meaning set forth in the recitals to this Agreement.

“Acquired Interests”

has the meaning set forth in the recitals to this Agreement.

“Acquisition Proposal”

has the meaning set forth in Section 5.09.

“Action or Proceeding”

means any action, suit, proceeding, arbitration or investigation by or before any Governmental Authority.

“Adjusted Purchase

Price” means the Purchase Price necessary to achieve at least the (a) Minimum NPV and (b) Minimum Average

10-Year CAFD Yield, inclusive of any Transaction Expenses, calculated in accordance with the Adjusted Purchase Price Model. Notwithstanding

the foregoing, the Adjusted Purchase Price shall be no greater than [***] of the Base Price.

“Adjusted Purchase

Price Amount” means the Adjusted Purchase Price less the Base Price.

“Adjusted Purchase

Price Model” means [***].

“Administrative Agent”

means [***].

“Affiliate”

of a specified Person means any other Person that directly or indirectly through one or more intermediaries Controls, is Controlled by

or is under common Control with the Person specified. For the purposes of this Agreement, (a)(i) CEG, Seller and the

direct or indirect subsidiaries of each (other than Clearway Energy Inc., and its direct or indirect subsidiaries), on the one hand,

and (ii) Clearway Energy Inc., Clearway Energy LLC, Purchaser Parent, Purchaser and the direct or indirect subsidiaries of

each, on the other hand, shall not be considered “Affiliates,” (b) with respect to Purchaser, “Affiliates”

shall be limited to Clearway Energy Inc. and its subsidiaries, and (c) with respect to Seller, “Affiliates” shall

be limited to Clearway Energy Group LLC and its subsidiaries.

“Aggregate Cap”

has the meaning set forth in Section 6.04(b).

“Agreement”

has the meaning set forth in the preamble to this Agreement.

“Allocation Schedule”

has the meaning set forth in Section 2.06(c).

“Ancillary Documents”

means (a) the Assignment of Membership Interests and (b) the respective certificates to be executed and delivered

at the Closing by Purchaser pursuant to Section 4.03(c) or by Seller pursuant to Section 4.02(d).

“Apportioned Obligations”

has the meaning set forth in Section 5.08(b).

“Appraisal”

means the “Appraisal” (or other equivalent term) (to be defined in the Tax Equity ECCA).

“Assignment of Membership

Interests” means the Assignment and Assumption Agreement, in substantially the form of Exhibit A attached hereto.

“Average 10-Year CAFD

Yield” means the average annual CAFD Yield for the first ten (10) calendar year period following commencement of full

Project operations, calculated in accordance with the Base Case Model.

“Balance Sheets”

has the meaning set forth in Section 3.01(u).

“Balance Sheets Date”

has the meaning set forth in Section 3.01(u).

“Base Case Model”

means the financial projections with respect to the Project Companies in file “Honeycomb 2_CWEN Model_9.22.2026”.

“Base Price”

has the meaning set forth in Section 2.01.

“Business Day”

means a day other than Saturday, Sunday or any day on which banks located in the State of New York are authorized or obligated to close.

“CAFD” means

the projected net pre-tax cash flows generated by the applicable Project that are available for distribution to Purchaser, calculated

in accordance with the Base Case Model.

“CAFD Yield”

means the ratio, expressed as a percentage, of (a) the applicable Project’s projected CAFD divided by (b) the

Purchase Price, calculated in accordance with the Base Case Model.

“Cap” has

the meaning set forth in Section 6.04(b).

“Capacity Agreements”

means (a) that certain Capacity Agreement, dated as of September 29, 2026, by and between Escalante II Project Company and

PacifiCorp, (b) that certain Capacity Agreement, dated as of September 29, 2026, by and between Escalante III Project Company

and PacifiCorp, and (c) that certain Capacity Agreement, dated as of September 29, 2026, by and between Granite Project Company

and PacifiCorp, as the context may require.

“CEG” means

Clearway Energy Group LLC, a Delaware limited liability company.

“Class B Member”

has the meaning set forth in the recitals to this Agreement.

“Closing”

has the meaning set forth in Section 2.03(a).

“Closing Date”

has the meaning set forth in Section 2.03(a).

“Closing Date Endorsement”

means the date down endorsement(s) to the applicable Title Policy.

“Closing Date Schedule

Supplement” has the meaning set forth in Section 5.03.

“Code” means

the Internal Revenue Code of 1986 and the rules and regulations promulgated thereunder.

“Company Contracts”

means all material Contracts to which any Acquired Company is a party or by which any Acquired Company or any of its assets or properties

are bound, including: (a) all Contracts for the purchase, exchange or sale of electric power, capacity, ancillary services

or Environmental Attributes; (b) all Contracts for the transmission of electric power; (c) all interconnection

Contracts for electricity; (d) all Contracts with (i) Seller or (ii) any of its Affiliates (other

than any other Acquired Company); and (e) all Contracts relating to the Acquired Interests or membership interests in any

Acquired Company.

“Consequential Damages”

has the meaning set forth in Section 8.15.

“Constitutive Documents”

means the certificate of formation and the limited liability company agreement or partnership agreement of a Person.

“Contract”

means any agreement, purchase order, commitment, evidence of Indebtedness, mortgage, indenture, security agreement or other contract

entered into by a Person or by which a Person or any of its assets are bound.

“Control”

of a Person means the power, directly or indirectly, to direct or cause the direction of the management or policies of such Person (whether

through ownership of securities or partnership or other ownership interests, by contract or otherwise).

“Deductible”

has the meaning set forth in Section 6.04(a).

“Delay Damages”

means any “Delay Damages” (or other equivalent term) (as defined in the applicable PPA) payable by the applicable Project

Company to PacifiCorp pursuant to the applicable PPA.

“Delayed Project”

means “Delayed Project” (or other equivalent term) (to be defined in the Tax Equity ECCA).

“Delayed Project Installment

Date” means “Delayed Project Installment Date” (or other equivalent term) (to be defined in the Tax Equity ECCA).

“Delayed Project Installment

Payment” has the meaning set forth in Section 2.02(a)(iii).

“Disclosure Schedules”

means the schedules to Seller’s and Purchaser’s representations and warranties of even date herewith delivered in connection

with the execution and delivery of this Agreement.

“Discount Rate”

means [***], which is inclusive of a [***] adder and shall be used to determine the Net Present Value, as set forth in the Base Case

Model.

“Employee Plan”

means any “employee benefit plan,” as such term is defined in Section 3(3) of ERISA, that is (or when in effect

was) subject to any provision of ERISA, including Title IV of ERISA, and is or was sponsored, maintained or contributed to by Seller,

any Acquired Company or any ERISA Affiliate.

“Energy Storage Agreements”

means (a) that certain Energy Storage Agreement, dated as of September 29, 2026, by and between Escalante II Project Company

and PacifiCorp, (b) that certain Energy Storage Agreement, dated as of September 29, 2026, by and between Escalante III Project

Company and PacifiCorp, and (c) that certain Energy Storage Agreement, dated as of September 29, 2026, by and between Granite

Project Company and PacifiCorp, as the context may require.

“Environmental Attributes”

means all environmental air quality credits, green credits, carbon credits, emissions reduction credits, certificates, tags, offsets,

allowances or similar products or rights, howsoever entitled: (a) resulting from the avoidance of the emission of any gas,

chemical or other substance, including mercury, nitrogen oxide, sulfur dioxide, carbon dioxide, carbon monoxide, particulate matter or

similar pollutants or contaminants of air, water or soil, gas, chemical or other substance; and (b) attributable to the generation,

purchase, sale or use of renewable energy generated or use of renewable generation technologies by a Project, or otherwise attributable

to a Project, including any renewable energy credits (“RECs”).

“Environmental Laws”

means all applicable Laws relating to the environment, or the handling, storage, transportation, emissions, discharges, Releases or threatened

emissions, discharges or Releases of Hazardous Substances into the environment, including ambient air, surface water, ground water or

land, or otherwise relating to the manufacture, processing, distribution, use, treatment or disposal of any Hazardous Substances, including

the Clean Air Act, the Federal Water Pollution Control Act (including the Clean Water Act and the Oil Pollution Act), the Safe Drinking

Water Act, the Federal Solid Waste Disposal Act (including the Resource Conservation and Recovery Act of 1976), the Comprehensive

Environmental Response, Compensation, and Liability Act, the Toxic Substances Control Act, the Federal Insecticide, Fungicide and Rodenticide

Act, the Emergency Planning and Community Right-to-Know Act, the Occupational Safety and Health Act (to the extent relating to human

exposure to Hazardous Substances) and any other federal, state or local Laws now or hereafter existing relating to any of the foregoing.

“EPC Contractor”

means Rosendin Electric, Inc., a California corporation.

“EPC Contracts”

mean (a) that certain Engineering, Procurement and Construction Agreement, dated as of September 4, 2026, by and between

the Escalante II Project Company, Escalante III Project Company, and the EPC Contractor, and (b) that certain Engineering,

Procurement and Construction Agreement, dated as of September 4, 2026, by and between the Granite Project Company and the EPC Contractor,

as the context may require.

“Equity Capital Contribution

Account” means the “Equity Capital Contribution Account” (as defined in the Financing Agreement).

“ERISA”

means the U.S. Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate”

means any entity, trade or business that is a member of a group described in Section 414(b), (c), (m) or (o) of the Code

or Section 4001(b)(1) of ERISA that includes Seller or the Acquired Companies or that is a member of the same “controlled

group” as Seller pursuant to Section 4001(a)(14) of ERISA; provided, however, that the Acquired Companies shall

not be considered to be ERISA Affiliates from and after the Closing Date.

“Escalante II Project

Company” has the meaning set forth in the recitals to this Agreement.

“Escalante III Project

Company” has the meaning set forth in the recitals to this Agreement.

“Execution Date”

has the meaning set forth in the preamble to this Agreement.

“Execution Date Proforma

Title Policy” means each of (a) that certain Pro Forma Owner’s Policy of Title Insurance in favor of the

Escalante II Project Company issued by [***] under Policy No. [***], (b) that certain Pro Forma Owner’s Policy

of Title Insurance in favor of the Escalante III Project Company, issued by [***] under Policy No. [***], or (c) that

certain Pro Forma Owner’s Policy of Title Insurance in favor of the Granite Project Company, issued by [***] under Policy No. [***],

in each case, including all endorsements thereto as reasonably required by Purchaser, insuring all estates and interests of the applicable

Project Company in the Insured Property Rights free and clear of all Liens other than Permitted Liens.

“Exempt Wholesale

Generator” or “EWG” has the meaning given to such term in PUHCA.

“FERC” means

the Federal Energy Regulatory Commission.

“Financing Agreement”

means that certain Financing Agreement, dated as of Execution Date, by and among Project HoldCo, Class B Member, each of the Project

Companies, the Administrative Agent, [***], as collateral agent, and the lenders and issuing banks from time to time party thereto.

“Financing Documents”

means the “Financing Documents” (as defined in the Financing Agreement).

“First Phase MC Funding”

means the “Initial Funding Date Contributions” (or other equivalent term) (to be defined in the Tax Equity ECCA).

“First Phase MC Funding

Date” means the date on which the First Phase MC Funding occurs.

“First Phase MC Payment”

shall have the meaning set forth in Section 2.02(a)(i).

“FPA” means

the Federal Power Act and all rules and regulations adopted thereunder.

“Fraudulent Action”

means, with respect to the applicable Party, any fraud, intentional breach, intentional misrepresentation (excluding negligent misrepresentation)

or intentional omission by such Party or any Representative of such Party in connection with this Agreement.

“Fundamental Representations”

has the meaning set forth in Section 6.03.

“GAAP” means

generally accepted accounting principles in the United States, consistently applied throughout the relevant periods.

“Governmental Approval”

means any consent or approval required by any Governmental Authority.

“Governmental Authority”

means any federal, state, local or municipal governmental body, any governmental, quasi-governmental, regulatory or administrative agency,

commission, body or other authority exercising or entitled to exercise any administrative, executive, judicial, legislative, policy,

regulatory or taxing authority or power, including NERC, FERC, UPSC, and the Regional Entity, or any court or governmental tribunal.

“Granite Project Company”

has the meaning set forth in the recitals to this Agreement.

“Hazardous Substances”

means any substance, element, compound or mixture, whether solid, liquid or gaseous: (a) which is defined as “hazardous

waste” or “hazardous substance” or “pollutant” or “contaminant” under any Environmental Law;

(b) which is otherwise hazardous and is subject to regulation by any Governmental Authority; (c) petroleum hydrocarbons

(other than naturally occurring petroleum hydrocarbons); (d) polychlorinated biphenyls (PCBs); (e) asbestos-containing

materials (other than naturally occurring asbestos); (f) per or poly fluoroalkyl substances; or (g) radioactive materials

(other than naturally occurring radioactive materials).

“Indebtedness”

means all obligations of a Person: (a) for borrowed money; (b) evidenced by notes, bonds, debentures or similar

instruments; (c) for the deferred purchase price of goods or services (other than trade payables or accruals incurred in

the ordinary course of business and not past due); (d) under capital leases; (e) secured by a Lien on the assets

of such Person, whether or not such obligation has been assumed by such Person; (f) with respect to reimbursement obligations

for letters of credit and other similar instruments (whether or not drawn); (g) in the nature of guaranties of the obligations

described in clauses (a) through (f) above of any other Person or as to which such Person has an obligation substantially the

economic equivalent of a guaranty; (h) for unpaid interest, prepayment penalties, premiums, costs and fees that would arise

or become due as a result of the prepayment of any of the obligations referred to in the foregoing clauses (a) through (g); or (i) in

respect of any other amount properly characterized as indebtedness in accordance with GAAP.

“Indemnified Party”

means any Person claiming indemnification under any provision of Article 6.

“Indemnifying Party”

means any Person against whom a claim for indemnification is being asserted under any provision of Article 6.

“Insured Property

Rights” has the meaning set forth in Section 3.01(o).

“Interim Period”

has the meaning set forth in Section 5.02.

“ITC” means

the federal investment tax credit set forth in Section 48 of the Code.

“Knowledge”

means the actual knowledge of (a) in the case of Seller, [***], and (b) in the case of Purchaser, [***], in each

case, after reasonable inquiry of their direct reports.

“Land” has

the meaning set forth in Section 3.01(n)(i).

“Law” means

all laws, statutes, treaties, rules, injunctions, judgments, decrees, writs, orders, codes, ordinances, standards, regulations, restrictions,

executive orders, official guidelines, policies, directives, interpretations, permits or other pronouncements, in each case, having the

effect of law of any Governmental Authority.

“Liabilities”

means any liability, Indebtedness, obligation, commitment, or expense, in each case, requiring either: (a) the payment

of a monetary amount; or (b) any type or fulfillment of an obligation, and in each case whether accrued, absolute, contingent,

asserted, matured, unmatured, secured or unsecured.

“Lien” means

any lien, mortgage, pledge, security interest, charge or encumbrance of any kind (including any conditional sale or other title retention

agreement, any lease in the nature thereof, and any agreement to give any lien or security interest).

“Losses”

means any and all claims (including third-party and inter-party claims), damages, losses, Liabilities, costs, fines, penalties assessed

by any Governmental Authority and expenses (including settlement costs and any reasonable legal, accounting or other expenses for investigating

or defending any actions or threatened actions), and excluding any consequential, incidental, indirect, special, exemplary or punitive

damages except as otherwise provided in Section 8.15.

“Major Project Change”

means a: (a) delay in the construction of a Project that is reasonably likely to result in a material delay in achieving

commercial operations of such Project; (b) material increase in the costs of, or liability to, a Project or any Acquired

Company that will not be borne by Seller or otherwise paid, extinguished or fully satisfied as of the Closing Date; or (c) to

the extent not taken into account in the Base Case Model, any fact, event, circumstance, condition or change that has a material adverse

effect on the expected generation from or operating cost of a Project.

“Material Adverse

Effect” means any fact, event, circumstance, condition, change or effect that has, or would reasonably be expected to have,

individually or in the aggregate, a materially adverse effect on the assets, properties, liabilities, financial condition or results

of operations of the Projects or the Acquired Companies, taken as a whole; provided, however, that none of the following

shall be or will be at the Closing Date deemed to constitute and shall not be taken into account in determining the occurrence of a Material

Adverse Effect: any fact, event, circumstance, condition, change or effect resulting from: (a) any economic change generally

affecting the international, national or regional electric generating industry or wholesale markets for electric power; (b) any

economic change in markets for commodities or supplies, including electric power, as applicable, used in connection with any Acquired

Company; (c) any change in general regulatory or political conditions, including any engagements of hostilities, acts of

war or terrorist activities, natural disasters or weather-related events or changes imposed by a Governmental Authority associated with

additional security; (d) any change in any Laws (including Environmental Laws), industry standards generally affecting the

industry or markets in which any Acquired Company operates or GAAP; (e) any change in the financial condition of any Acquired

Company caused by the transactions contemplated by this Agreement; (f) any change in the financial, banking or securities

markets (including any suspension of trading in, or limitation on prices for, securities on the New York Stock Exchange, American Stock

Exchange or Nasdaq Stock Market) or any change in the general national or regional economic or financial conditions; (g) any

actions to be taken pursuant to or in accordance with this Agreement; or (h) the announcement or pendency of the transactions

contemplated hereby, including any labor union activities or disputes; provided, however, that any fact, event, circumstance,

condition, change or effect resulting from clauses (a) through (f) shall nonetheless be taken into consideration in determining

whether a Material Adverse Effect has occurred to the extent such changes, events, effects or occurrences have a materially disproportionate

impact on the Acquired Companies, taken as whole, as compared to similarly situated businesses in the same industry and in the same geographical

area, which shall be deemed to include the State of Utah.

“MBR Authorization”

means a final order issued by FERC: (a) authorizing the wholesale sale of electric energy, capacity, and specified ancillary

services at market-based rates pursuant to Section 205 of the FPA; (b) accepting a tariff pertaining to such sales;

and (c) granting waivers of regulations and blanket authorizations customarily granted by FERC to an entity that makes wholesale

sales of electric energy, capacity, and specified ancillary services at market-based rates, including blanket approval for the issuance

of securities and assumption of liabilities under Section 204 of the FPA.

“Minimum Average 10-Year

CAFD Yield” means an Average 10-Year CAFD Yield of [***].

“Minimum NPV”

means an incremental after-tax Net Present Value of at least [***].

“MW” means

megawatt (alternating current).

“NERC” means

the North American Electric Reliability Corporation.

“Net Present Value”

means, with respect to a Project, (a) the present value using the Discount Rate of the projected net after-tax cash flows

generated by the applicable Project over its expected operational life less (b) the present value using the Discount

Rate of the Purchase Price, as calculated in accordance with the Base Case Model.

“Option”

with respect to any Person means any security, right, subscription, warrant, option, “phantom” stock right or other Contract

that gives the right to: (a) purchase or otherwise receive or be issued any shares of capital stock or other security or

equity interest of such Person or any security or right of any kind convertible into or exchangeable or exercisable for any shares of

capital stock or other security or equity interest of such Person; or (b) receive or exercise any benefits or rights similar

to any rights enjoyed by or accruing to the holder of shares of capital stock (or any other equity interest or security) of such Person,

including any rights to participate in the equity or income of such Person or to participate in or direct the election of any directors

or officers (or similar positions) of such Person or the manner in which any shares of capital stock (or any other security or equity

interest) of such Person are voted.

“Order”

means any writ, judgment, injunction, ruling, decision, order or similar direction of any Governmental Authority, whether preliminary

or final.

“Outside Date”

has the meaning set forth in Section 7.01(b).

“PacifiCorp”

means PacifiCorp, an Oregon corporation.

“Party”

or “Parties” has the meaning set forth in the preamble to this Agreement.

“Permit”

means all licenses, permits, consents, authorizations, approvals, ratifications, certifications, exemptions, variances, exceptions and

similar consents granted or issued by or from, and filings and registrations with or delivered to, any Governmental Authority.

“Permitted Equity

Encumbrances” means: (a) those restrictions on transfer imposed by applicable securities laws; (b) Liens

or restrictions imposed on transfers set forth in the Constitutive Documents of the issuer; and (c) Liens created pursuant

to, and securing any Indebtedness under, the Financing Documents or Tax Equity Documents.

“Permitted Exceptions”

means, with respect to the Real Property Rights, the following:

(a)            all

Liens for Taxes, which are not due and payable as of the Closing Date or, if due, are: (i) not delinquent; or (ii) being

contested in good faith through appropriate proceedings and set forth on Schedule 1.01 of the Disclosure Schedules and as to which

adequate reserves in accordance with GAAP have been taken on the books of the Acquired Companies;

(b)            all

building codes and zoning ordinances and other Laws of any Governmental Authority heretofore, now or hereafter enacted, made or issued

by any such Governmental Authority affecting the Real Property Rights;

easements, rights-of-way, covenants, conditions, restrictions, reservations, licenses, agreements and other similar matters which would

not reasonably be expected to, in the aggregate, have a Material Adverse Effect on the use and enjoyment of the Real Property Rights;

(d)            all

encroachments, overlaps, boundary line disputes, shortages in area, drainage and other easements, cemeteries and burial grounds and other

similar matters which would not reasonably be expected to, in the aggregate, have a Material Adverse Effect on the use and enjoyment

of the Real Property Rights;

(e)            all

electric, telephone, gas, sanitary sewer, storm sewer, water and other utility lines, pipelines, service lines and facilities of any

nature now located on, over or under the Real Property Rights, and all licenses, easements, rights-of-way and other similar agreements

relating thereto which would not reasonably be expected to, in the aggregate, have a Material Adverse Effect on the use and enjoyment

of the Real Property Rights;

(f)            all

existing public and private roads and streets (whether dedicated or undedicated) and all railroad lines and rights-of-way affecting the

Real Property Rights which would not reasonably be expected to, in the aggregate, have a Material Adverse Effect on the use and enjoyment

of the Real Property Rights;

(g)            all

rights with respect to the ownership, mining, extraction and removal of minerals, of whatever kind and character (including all coal,

iron ore, oil, gas, sulfur, methane gas in coal seams, limestone and other minerals, metals and ores), that have been granted, leased,

excepted or reserved prior to the date hereof which would not, in the aggregate, reasonably be expected to have a Material Adverse Effect

on the use and enjoyment of the Real Property Rights; and

(h)            inchoate

mechanic’s and materialmen’s liens for construction in progress and workmen’s, repairmen’s, warehousemen’s

and carrier’s liens arising in the ordinary course of business of the Acquired Companies: (i) as to which there is

no existing default on the part of the Acquired Companies; or (ii) that are being contested in good faith through appropriate

proceedings and as set forth on Schedule 1.01 of the Disclosure Schedules and as to which adequate reserves in accordance with

GAAP have been taken on the books of the Acquired Companies.

“Permitted Lien”

means any: (a) mechanic’s, laborer’s, workmen’s, repairmen’s and carrier’s Liens, including

all statutory Liens: (i) relating to obligations as to which there is no existing default on the part of the Acquired Companies;

or (ii) that Seller is contesting in good faith through appropriate proceedings and set forth on Schedule 1.01 of

the Disclosure Schedules and as to which adequate reserves in accordance with GAAP have been taken on the books of the Acquired Companies,

as applicable; (b) Liens for Taxes, assessments and other governmental charges not yet due and payable or, if due: (i) not

delinquent; or (ii) being contested in good faith through appropriate proceedings and set forth on Schedule 1.01 of

the Disclosure Schedules and as to which adequate reserves in accordance with GAAP have been taken on the books of the Acquired Companies;

deposits; (d) pledges or deposits to secure public or statutory obligations or appeal bonds; (e) in the case

of personal property owned or held by the Acquired Companies, covenants and other restrictions in the Company Contracts; (f) any

Liens relating to or arising from the Financing Documents or Tax Equity Agreements; (g) any encumbrance or exception reflected

in (i) as of the Execution Date, any Execution Date Proforma Title Policy, or (ii) as of the Closing Date, any

Title Policy; (h) Liens against the assets of any Acquired Company that would not, individually or in the aggregate, interfere

in any material adverse respect with the ability of such Acquired Company to use the property encumbered thereby for its intended purpose

in connection with any Project; and (i) any other Liens set forth on Schedule 1.01 of the Disclosure Schedules.

“Person”

means any natural person, corporation, limited liability company, general partnership, limited partnership, proprietorship, other business,

entity, organization, trust, union, association or Governmental Authority.

“Pledgor Company”

has the meaning set forth in the recitals to this Agreement.

“PPAs” means

(a) the Energy Storage Agreements and (b) the Capacity Agreements, as the context may require. For the avoidance of doubt,

for the purposes of this Agreement, each of the Project Companies need only have either the aforementioned Energy Storage Agreement or

Capacity Agreement in effect.

“Pricing Adjustments” means [***].

“Project”

has the meaning set forth in the recitals to this Agreement.

“Project Company”

has the meaning set forth in the recitals to this Agreement.

“Project DevCo”

has the meaning set forth in the recitals to this Agreement.

“Project Holdco”

has the meaning set forth in the recitals to this Agreement.

“Projections”

has the meaning set forth in Section 3.01(aa).

“Prudent Industry

Practices” means those practices, methods, standards and procedures as are commonly used by a significant portion of those

providing operating services on solar facilities and battery energy storage facilities, as applicable, of a type and size similar to

the Projects, which in the exercise of reasonable judgment and in the light of the facts known at the time the decision was made, are

considered good, safe and prudent practice in connection with the design, manufacture and construction and use of electrical and other

equipment, facilities, equipment and improvements, with commensurate standards of safety, performance, dependability, efficiency and

economy.

“PUHCA”

means the Public Utility Holding Company Act of 2005 and the implementing regulations of the FERC thereunder.

“Purchase Price”

has the meaning set forth in Section 2.01.

“Purchase Price Payments”

has the meaning set forth in Section 2.02(a).

“Purchaser”

has the meaning set forth in the preamble to this Agreement.

“Purchaser Indemnified

Parties” and “Purchaser Indemnifying Parties” means Purchaser and its Representatives.

“Purchaser Parent”

means Clearway Energy Operating LLC, a Delaware limited liability company.

“Purchaser Parent

Guaranty” means the Purchaser Parent Guaranty, dated as of the Execution Date and issued by the Purchaser Parent, in the form

of Exhibit B.

“Purchaser Tax Credit

Transfer Guaranty” means, any Guaranty Agreement to be entered into pursuant to any Tax Credit Transfer Agreement by Purchaser

Parent, in favor of any Tax Credit Purchaser, the form of which shall be subject to Purchaser’s approval pursuant to Section 5.12(a).

“Purchaser Tax Equity

Guaranty” means each Guaranty Agreement to be entered into pursuant to the Tax Equity ECCA, Tax Equity LLCA or TE HoldCo MIPA,

by Purchaser Parent, in favor of the Tax Equity Investor or TE HoldCo, the form of which shall be subject to Purchaser’s approval

pursuant to Section 5.12(a), as the context may require.

“Real Property Rights”

means all real property rights and interests of the Acquired Companies, including all fee interests, options, leases, easements, land

use rights, access easements, transmission line easements, rights to ingress and egress, any and all bids, grants, awards, applications,

rights to negotiate and all other rights relating to the Land.

“RECs” has

the meaning set forth in the definition of “Environmental Attributes.”

“Regional Entity”

means the Western Electricity Coordinating Council.

“Release”

means any release, spill, emission, leaking, pumping, pouring, injection, deposit, disposal, emptying, escaping, discharge, dispersal,

dumping, leaching or migration of Hazardous Substances into or upon any land, water or air, including the movement of Hazardous Substances

through or in any land, water or air, including the Land.

“Reports”

means, for each Project: (a) the “Independent Engineer Report” (or other equivalent term) (to be defined in the

Tax Equity ECCA in respect of such Project); (b) the “Environmental Report” (or other equivalent term) (to be

defined in the Tax Equity ECCA in respect of such Project); (c) and the “Insurance Report” (or other equivalent

term) (to be defined in the Tax Equity ECCA in respect of such Project); in each case, (i) as applicable, and (ii) including

any bring downs of such reports delivered pursuant to the Tax Equity ECCA in respect of such Project as of the Closing Date.

“Representatives”

means with respect to any Person, the officers, directors, employees, counsel, accountants, financing advisors, consultants and agents

of such Person.

“Retained Interest”

has the meaning set forth in the recitals to this Agreement.

“Retained Support

Obligation” has the meaning set forth in Section 5.07(b).

“SC Funding”

means, the “Final Funding Date Contribution” (or other equivalent term) (to be defined in the Tax Equity ECCA).

“SC Funding Date”

means the date on which the SC Funding occurs.

“SC Payment”

has the meaning set forth in Section 2.02(a)(ii).

“SC Payment Date”

has the meaning set forth in Section 2.02(a)(ii).

“Seller”

has the meaning set forth in the preamble to this Agreement.

“Seller Approvals”

has the meaning set forth in Section 3.01(e).

“Seller Cash Diversion

Guaranty” means the Cash Diversion Guaranty (as defined in the Financing Agreement) to be entered into by Seller Parent, on

behalf of Class B Member, in favor of the Administrative Agent.

“Seller Consents”

has the meaning set forth in Section 3.01(c).

“Seller Distribution”

has the meaning set forth in the recitals to this Agreement.

“Seller Indemnified

Parties” and “Seller Indemnifying Parties” means Seller and each of its Representatives.

“Seller Parent”

has the meaning set forth in the recitals to this Agreement.

“Seller Parent Guaranty”

means that guaranty of Seller Parent, dated as of the Execution Date and attached hereto as Exhibit C.

“Seller Tax Credit

Transfer Guaranty” means any Guaranty Agreement to be entered into pursuant to any Tax Credit Transfer Agreement by Clearway

Renew LLC (or another Affiliate of Seller) on behalf of TE HoldCo (or another Acquired Company), in favor of any Tax Credit Purchaser,

the form of which shall be subject to Purchaser’s approval pursuant to Section 5.12(a).

“Seller Tax Equity

Guaranty” means that certain Guaranty Agreement to be entered into pursuant to the Tax Equity ECCA by Clearway Renew, LLC (or

another Affiliate of Seller) on behalf of Class B Member, in favor of the Tax Equity Investor, the form of which shall be subject

to Purchaser’s approval pursuant to Section 5.12(a).

“Substitute Support

Obligation” has the meaning set forth in Section 5.07(a).

“Support Obligations”

has the meaning set forth in Section 5.07(a).

“Target Company”

has the meaning set forth in the recitals to this Agreement.

“Tax” or

“Taxes” means any income, profits, gross or net receipts, property, sales, use, capital gain, transfer, excise, license,

production, franchise, employment, social security, occupation payroll, registration, capital, governmental pension or insurance, withholding,

royalty, severance, stamp or documentary, value added, goods and services, business or occupation or other tax, charge, assessment, duty,

levy, unclaimed property or escheat obligation, compulsory loan or fee of any kind (including any interest, additions to tax or civil

or criminal penalties thereon) of the United States or any state or local jurisdiction therein, or of any other nation or any jurisdiction

therein, together with any obligations for the Taxes of any other Person, whether as successor, a member of a group, indemnitor or otherwise.

“Tax Credit Purchaser”

means any Person selected by Seller and its Affiliates, subject to the approval of Purchaser (which approval shall not be unreasonably

withheld or delayed), as the counterparty to any Tax Credit Transfer Transaction entered into as part of the Tax Equity Financing.

“Tax Credit Transfer

Agreement” means any tax credit transfer agreement (or the equivalent), to be entered into by and between any Tax Credit Purchaser

and TE HoldCo (or another Acquired Company), as applicable, the form of which shall be subject to Purchaser’s approval pursuant

to Section 5.12(a).

“Tax Credit Transfer

Transaction” means a sale, transfer or other disposition of all or a portion of any ITC in accordance with Code Section 6418,

in respect of a Project or a Project Company.

“Tax Equity Agreements”

means, collectively, the Tax Equity ECCA, the Tax Equity LLCA, the TE HoldCo MIPA, each Seller Tax Equity Guaranty, each Purchaser Tax

Equity Guaranty, any Tax Credit Transfer Agreement, any Seller Tax Credit Transfer Guaranty and any Purchaser Tax Credit Transfer Guaranty,

in each case in respect of the Project, upon execution thereof.

“Tax Equity Bridge

Loan” means the “Tax Equity Bridge Loan” (as such term is defined in the Financing Agreement).

“Tax Equity Documents”

means each of the Tax Equity Agreements and each other agreement or certificate to be executed and delivered pursuant to the Tax Equity

ECCA or the Tax Equity LLCA, or any Tax Credit Transfer Agreement in each case, pursuant to the terms and subject to the conditions of

Section 5.12(a).

“Tax Equity ECCA”

means that certain Equity Capital Contribution Agreement, to be entered into between the Tax Equity Investor and Class B Member,

the form of which shall be subject to Purchaser’s approval pursuant to Section 5.12(a).

“Tax Equity Financing”

means, with respect to the Projects and the Project Companies, any tax equity financing entered into in connection with the acquisition,

sale, lease, financing or refinancing of a Project and a Project Company, or any direct or indirect parent thereof, which may include

a Tax Credit Transfer Transaction.

“Tax Equity Investor”

means [***].

“Tax Equity LLCA”

means that certain Amended and Restated Limited Liability Company Agreement of TE HoldCo, to be entered into between Class B Member

and the Tax Equity Investor, the form of which shall be subject to Purchaser’s approval pursuant to Section 5.12(a).

“Tax Equity Model”

means the “Base Case Model” (or other equivalent term) (to be defined in and updated pursuant to the Tax Equity ECCA), the

initial form of which shall be subject to Purchaser’s approval pursuant to Section 5.12(a).

“Tax Equity Signing”

has the meaning set forth in Section 5.12(a).

“Tax Loss”

means, for each Project, that any “Class A Member” (as defined in the Tax Equity ECCA) or the TE HoldCo shall lose the

benefit of, shall not have the right to claim, shall suffer a disallowance or deferral of, shall suffer a delay in claiming or shall

not claim, in each case, as the result of a “Final Determination” (as defined in Exhibit A to the Tax Equity ECCA) that

there is no “reasonable basis” (within the meaning of Section 6662(d)(2)(B)(ii) of the Code) to claim all or any

portion of the ITCs or accelerated depreciation, as applicable, contemplated by the Tax Equity Model in respect of such Project.

“Tax Loss Cap”

means an amount equal to the sum of (a) the maximum amount of Purchaser Parent’s liability under all Purchaser Tax Equity

Guaranties, in the aggregate, plus (b) the maximum amount of Purchaser Parent’s liability under any Purchaser Tax Credit Transfer

Guaranties or Tax Credit Transfer Agreements, in the aggregate.

“Tax Return”

means any report, form, return, statement or other information (including any amendments) supplied to or filed with, or required to be

supplied to or filed with a Governmental Authority by a Person with respect to Taxes, including information returns, any amendments thereof

or schedule or attachment thereto and any documents with respect to or accompanying requests for the extension of time in which to file

any such report, form, return, statement or other information.

“TE HoldCo”

has the meaning set forth in the recitals to this Agreement.

“TE HoldCo MIPA”

means that certain Membership Interest Purchase Agreement for the sale by Pledgor Company and the purchase by TE HoldCo of, upon the

occurrence of the First Phase MC Funding for the Projects, one hundred percent (100%) of the membership interests of the Project HoldCo

that indirectly own the Projects, to be entered into between Pledgor Company and TE HoldCo, the form of which shall be subject to Purchaser’s

approval pursuant to Section 5.12(a).

“Title Company”

means [***], or another nationally recognized title insurance company reasonably acceptable to the Parties.

“Title Policies”

means each Owner’s Policy for an ALTA 2006 extended coverage owner’s policy of title insurance, issued by the Title Company

in favor of each Project Company or otherwise in form and substance reasonably acceptable to Purchaser.

“Title Proformas”

means, for each Project, that certain pro forma Title Policy to be delivered to the Tax Equity Investor pursuant to the Tax Equity ECCA,

in form and substance reasonably acceptable to Purchaser.

“Transaction Documents”

means this Agreement, the Ancillary Documents and the A&R LLCA (upon execution thereof), the Seller Parent Guaranty and the Purchaser

Parent Guaranty.

“Transaction Expenses”

means (a) all unpaid costs, fees and expenses as of Closing for the negotiation, execution or delivery of this Agreement

or any Transaction Document, or for the performance of the actions required at the consummation of the Closing existing on or prior to

the Closing Date, but only to the extent such costs, fees and expenses are payable or reimbursable by the Target Company or any Acquired

Company, including the fees, costs, disbursements and expenses of advisors with respect thereto; (b) all liabilities of the

Target Company or any Acquired Company under or in connection with any severance or retention arrangements, stay bonuses, incentive bonuses,

transaction bonuses, termination and change of control arrangements and similar obligations that exist on or prior to the Closing Date

and that are owed or that will be triggered, either automatically or in combination with any other event, in whole or in part by the

consummation of the Closing; and (c) all fees and expenses, if any, incurred by the Target Company or any Acquired Company

on or prior to the Closing Date in connection with obtaining the Seller Consents.

“Transfer Taxes”

means any and all transfer Taxes (excluding Taxes measured in whole or in part by net income), including sales, use, real property transfer,

recording, documentary, stamp, registration, stock, excise, conveyance, gross receipts, business and occupation, securities transactions,

notarial, filing, permit, license, authorization and similar Taxes, fees, duties, levies, customs, tariffs, imposts, assessments, obligations

and charges.

“Treasury Regulations”

means the final and temporary regulations promulgated by the U.S. Department of Treasury under the Code.

“UPSC” means

the Utah Public Service Commission.

1.02.       Rules of

Interpretation.

(a)            Construction.

As used herein, the singular shall include the plural, the masculine gender shall include the feminine and neuter and the neuter gender

shall include the masculine and feminine unless the context otherwise indicates.

(b)            References.

References to Articles and Sections are intended to refer to Articles and Sections of this Agreement, and all references to Annexes,

Exhibits and Schedules are intended to refer to Annexes, Exhibits and Schedules attached to this Agreement, each of which is made a part

of this Agreement for all purposes. The terms “include,” “includes” and “including” mean “including,

without limitation” and “including but not limited to.” Any date specified for action that is not a Business Day shall

mean the first Business Day after such date. Any reference to a Person shall be deemed to include such Person’s successors and

permitted assigns. Any reference to any document or documents shall be deemed to refer to such document or documents as amended, amended

and restated, modified, supplemented or replaced from time to time in accordance with the terms of this Agreement. References to Laws

refer to such Laws as they may be amended from time to time, and references to particular provisions of a Law include any corresponding

provisions of any succeeding Law. The words “herein,” “hereof” and “hereunder” and words of similar

import shall refer to this Agreement as a whole and not to any particular section or subsection of this Agreement. References to money

refer to legal currency of the United States of America.

Terms. As used in this Agreement and in any certificate or other documents made or delivered pursuant hereto, accounting terms not

defined in this Agreement or in any such certificate or other document, and accounting terms partly defined in this Agreement or in any

such certificate or other document to the extent not defined, will have the respective meanings given to them under GAAP. To the extent

that the definitions of accounting terms in this Agreement or in any such certificate or other document are inconsistent with the meanings

of such terms under GAAP, the definitions contained in this Agreement or in any such certificate or other document will control.

Article 2

SALE OF MEMBERSHIP INTERESTS AND CLOSING

2.01.       Purchase

and Sale. Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller, all of the right, title and interest

of Seller in and to the Acquired Interests at the Closing on the terms and subject to the conditions set forth in this Agreement. In

consideration for the sale, transfer and delivery of all of the Acquired Interests to Purchaser, Purchaser shall pay to Seller, or otherwise

contribute in the manner specified pursuant to the Financing Agreement, in either case, in accordance with Section 2.02(a),

an aggregate amount equal to $118,653,818.49 (the “Base Price”), which shall be subject to adjustment in accordance

with Section 2.04(a) (such adjusted Base Price, the “Purchase Price”).

2.02.       Payment

of Purchase Price.

(a)            Upon

the terms and subject to the conditions hereinafter set forth, in consideration of the delivery by Seller of the Acquired Interests,

Purchaser shall pay to Seller the amounts described in clauses (i) – (ii) of this Section 2.02(a) (the

“Purchase Price Payments”), at the times specified therein, in each case, by wire transfer of immediately available

funds to the Equity Capital Contribution Account (for application in accordance with Section 7.9 of the applicable Financing Agreement),

or to such other account or accounts as designated by Seller, in accordance with written notice delivered by Seller to Purchaser not

less than two (2) Business Days prior to the date such Purchase Price Payment is required to be made:

(i)             at

the Closing, Purchaser shall pay to Seller an amount equal to [***] of the Base Price (the “First Phase MC Payment”);

(ii)            no

later than the SC Funding Date, Purchaser shall pay to Seller a dollar amount equal to (i) the Base Price less (ii) the

First Phase MC Payment less (iii) the amount of the Base Price attributable to the Delayed Project (if applicable pursuant

to the terms of the TE HoldCo MIPA) (the “SC Payment” and the date such payment becomes due and payable, the “SC

Payment Date”); and

(iii)           no

later than the Delayed Project Installment Date, Purchaser shall pay to Seller an amount, if any (the “Delayed Project Installment

Payment”) equal to the portion of the Base Price attributable to the Delayed Project, as may be adjusted pursuant to Section 2.04.

(b)            For

the avoidance of doubt, on the earlier of the “Discharge Date” and the “Term Conversion Date” (in each case,

as defined in the Financing Agreement), the Parties agree that any amounts remaining on deposit in the Equity Capital Contribution Account,

as contemplated by Section 7.9(b) of the Financing Agreement, shall be promptly transferred to Seller (or its designee).

2.03.       Closing;

Additional Payments.

(a)            Subject

to the terms and conditions of this Agreement, the closing of the transactions described in Section 2.01 (the “Closing”)

will take place remotely via the electronic exchange of documents and signatures no later than: (i) two (2) Business

Days following the fulfillment or waiver of the conditions set forth in Article 4 (other than those conditions that by their

nature are to be satisfied on the Closing Date); or (ii) such other time as may be determined by mutual agreement of Seller

and Purchaser (the day on which the Closing takes place being the “Closing Date”).

(b)            At

the Closing, the following shall occur:

(i)             Purchaser

shall pay the First Phase MC Payment by wire transfer of immediately available funds to the account or accounts as designated by Seller

in writing pursuant to Section 2.02(a);

(ii)            Each

Party shall deliver, or cause to be delivered, to the other Party the certificates and other deliverables pursuant to Article 4;

(iii)           The

execution by both Parties of the Assignment of Membership Interests and all other agreements, documents, instruments or certificates

required to be delivered at or prior to the Closing pursuant to Article 4; and

(iv)           If

applicable, Seller shall deliver to Purchaser a certificate or certificates representing the Acquired Interests, duly endorsed for transfer

to Purchaser or accompanied by one or more membership interests powers duly endorsed for transfer to Purchaser; and

the SC Payment Date, (i) Purchaser shall pay the SC Payment by wire transfer of immediately available funds to the account

or accounts as designated by Seller in writing pursuant to Section 2.02(a)(ii) and (ii) Seller shall deliver

to Purchaser any pro forma Closing Date Endorsements and Title Proformas covering the Insured Property Rights that have been provided

to the Tax Equity Investor between the Closing Date and the SC Funding Date.

(d)            On

the Delayed Project Installment Date (if applicable), (i) Purchaser shall make the Delayed Project Installment Payment by

wire transfer of immediately available funds to the account or accounts as designated by Seller in writing prior to the Delayed Project

Installment Date and (ii) Seller shall deliver to Purchaser any pro forma Closing Date Endorsements and Title Proformas covering

the Insured Property Rights that have been provided to the Tax Equity Investor between the SC Funding Date and the Delayed Project Installment

Date.

2.04.       Adjusted

Purchase Price Amount.

(a)            As

of the SC Payment Date:

(i)             if

the Adjusted Purchase Price Amount is positive, then, no later than ten (10) Business Days following the SC Payment Date, Purchaser

shall pay to Seller a dollar amount equal to the sum, in the aggregate, of the Adjusted Purchase Price Amount, which amount shall be

paid to such account or accounts as designated by Seller, in accordance with written notice delivered by Seller to Purchaser not less

than two (2) Business Days prior to the date such payment is required to be made; or

(ii)            if

the Adjusted Purchase Price Amount is negative, then, no later than ten (10) Business Days following the SC Payment Date, Seller

shall pay to Purchaser a dollar amount equal to the sum, in the aggregate, of the Adjusted Purchase Price Amount which amount shall be

paid to such account or accounts as designated by Purchaser, in accordance with written notice delivered by Purchaser to Seller not less

than two (2) Business Days prior to the date such payment is required to be made.

(b)            Any

payments made under this Section 2.04 will be treated as an adjustment to the Base Price for Tax purposes.

anything to the contrary in this Section 2.04, if there is as Delayed Project, then the portion of the Adjusted Purchase

Price Amount attributable to the Delayed Project shall, if positive, be paid by Purchaser, or if negative, be paid by Seller, as applicable,

no later than the Delayed Project Installment Date (if applicable).

2.05.       Certain

Proceeds. Notwithstanding anything herein to the contrary, in the event that any time following the Closing Date, Purchaser

(if Purchaser receives any such payment separately and not from any Acquired Company) or any Acquired Company receives any payment with

respect to:

(a)            any

liquidated damages received in connection with the development, design, construction, installation or commissioning of a Project through

“Substantial Completion” (as such term is defined in the EPC Contract in respect of such Project), and that are not contemplated

to be receivable by any Acquired Company in the Base Case Model, including liquidated damages received as a deduction or as a setoff

from amounts otherwise payable by any Project Company, in each case, under any contract to which it is party;

(b)            provided

that term conversion or full repayment of the loans under the Financing Documents has occurred, (i) the proceeds of any loan

drawn under the Financing Documents on or prior to the date that is six (6) months after the SC Funding Date, (ii) any

proceeds received under the Tax Equity Documents on or prior to the date that is six (6) months after the SC Funding Date, or (iii) any

proceeds received under any “Interest Rate Agreement” (as defined in the Financing Agreement) by any Acquired Company, which

proceeds relate to the breakage or other termination of any such Interest Rate Agreement in connection with the term conversion or full

repayment of the loans under the Financing Documents;

respect to each Project, upon the occurrence of the earlier of (i) the “Discharge Date” (as defined in the Financing

Agreement in respect of such Project), and (ii) the “Term Conversion Date” (as defined in the Financing Agreement

in respect of such Project), all amounts remaining on deposit in the Equity Capital Contribution Account in respect of such Project;

(d)            to

the extent not already included in the Base Case Model, any amount received by any Acquired Company in respect of the reimbursement for

any cost or expense incurred by or on behalf of such Acquired Company in connection with the development, design, construction, installation

or commissioning of a Project through “Substantial Completion” (as such term is defined in the EPC Contract in respect of

such Project), including any reimbursement of amounts paid under any interconnection agreement or related contract, or any engineering,

procurement and construction agreement, in each case, in respect of such Project;

(e)            any

amounts released from any completion escrow account, or otherwise from reserves, in each case, funded by or on behalf of Seller or, prior

to the Closing, any Acquired Company;

(f)             any

amounts released from any completion escrow account funded by or on behalf of Seller or, prior to the Closing, any Acquired Company;

(g)            any

other amounts described in any of clauses (i) through (vi) of Section 5.07(a) of the A&R LLCA,

in each case, Purchaser shall cause the applicable

Acquired Company to promptly refund or pay such amount to Seller or its designee (or otherwise at the times and in the manner as specified

in Section 5.07 of the A&R LLCA).

2.06.       Tax

Reporting of Transaction. For federal income tax purposes, the Parties agree to report the transactions effectuated by this Agreement

as follows:

(a)            Immediately

prior to the Closing, each of the Target Company, Class B Member, and TE HoldCo shall be treated as a disregarded entity separate

from Seller (or if Seller is a disregarded entity for U.S. federal income tax purposes, the Person or Persons owning Seller that are

not disregarded for such purposes) for U.S. federal income tax purposes;

(b)            The

Parties acknowledge that for U.S. federal, and applicable state and local income Tax purposes (i) the purchase and sale of

the Acquired Interests contemplated by this Agreement will be treated, in accordance with Revenue Ruling 99-5, Situation 1, as a sale

by Seller and a purchase by Purchaser of a pro-rata portion of TE HoldCo assets followed by a contribution pursuant to Section 721

of the Code by each of Purchaser and Seller of their respective portions of such TE HoldCo assets to the Target Company in exchange for

the Acquired Interests or the Retained Interests, as applicable, as a result of which the Target Company shall become a partnership between

Seller and Purchaser for U.S. federal income tax purposes and (ii) the Seller Distribution shall be disregarded for

U.S. federal income tax purposes.

Parties agree that, for U.S. federal income Tax purposes, and any applicable state or local income Tax purposes, the Purchase Price,

as adjusted under this Agreement, plus any Liabilities or other items treated as amounts realized for U.S. federal income Tax purposes,

shall be allocated among the assets of the TE HoldCo in accordance with Section 1060 of the Code and the Treasury Regulations promulgated

thereunder (including the application of Sections 741, 751, 752, and 755 of the Code), including for purposes of the statement required

under Treasury Regulation Section 1.751-1(a)(3) and in each case in a manner consistent with the Appraisal and the related

cost segregation report obtained pursuant to the Tax Equity Agreements (the “Allocation Schedule”). On or before the

30th day after the Closing Date, Purchaser shall deliver to Seller its proposed Allocation Schedule for Seller’s review and comment.

Purchaser will work in good faith to incorporate Seller’s reasonable comments, at which time the Allocation Schedule shall become

binding for the Parties. Seller, Purchaser and their respective Affiliates shall report the transactions contemplated hereby on all Tax

Returns, including IRS Form 8594, in a manner consistent with the Allocation Schedule. Seller and Purchaser agree to: (i) be

bound by the Allocation Schedule agreed upon under this Section 2.06(c); (ii) prepare and file, and cause their

respective Affiliates to prepare and file, all Tax Returns (including IRS Form 8594) in a manner consistent with the Allocation

Schedule; and (iii) take no position, and cause their respective Affiliates to take no position, inconsistent with the Allocation

Schedule in any Tax Return, except as required by Law.

(d)            Upon

the making of the initial capital contribution to be made by the Tax Equity Investor to TE HoldCo, and the issuance to the Tax Equity

Investor of the Class A membership interests in TE HoldCo, in each case, pursuant to the Tax Equity ECCA on the First Phase MC Funding

Date, and the making of the capital contribution to be made by the Class B Member to TE HoldCo, which shall be deemed to occur prior

to the Closing, in accordance with Revenue Ruling 99-5, Situation 2, each of Seller and the Tax Equity Investor is treated as contributing

cash or property to TE HoldCo in exchange for an interest in TE HoldCo, as a result of which TE HoldCo shall become a partnership between

Seller and the Tax Equity Investor for U.S. federal income tax purposes.

(e)            On

the date of the First Phase MC Funding, TE HoldCo will acquire, and the Pledgor Company will sell, all the limited liability company

membership interests of Project HoldCo that indirectly owns the Projects (and, indirectly, all the limited liability company interests

in the Project Companies that directly owns the Projects).

Article 3

REPRESENTATIONS AND WARRANTIES

3.01.       Representations

and Warranties with respect to Seller and the Acquired Companies. Seller hereby represents and warrants to Purchaser, as of the

Execution Date and the Closing Date, as follows (provided, that any representation and warranty set forth in this Section 3.01

and expressly stated to be made only as of a specified date shall be made solely as of such date):

(a)            Existence.

Seller is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware. Seller

has full power and authority to execute and deliver this Agreement and the other Transaction Documents to be executed and delivered by

Seller hereunder, and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and

thereby.

(b)            Authority.

All actions or proceedings necessary to authorize the execution and delivery by Seller of this Agreement and the other Transaction Documents,

and the performance by Seller of its obligations hereunder and thereunder have been duly and validly taken. This Agreement and, at the

Closing, each other Transaction Document, has been duly and validly executed and delivered by Seller and constitutes the legal, valid

and binding obligations of Seller enforceable against Seller in accordance with its terms, except as the same may be limited by bankruptcy,

insolvency, reorganization, fraudulent conveyance, arrangement, moratorium or other similar Laws relating to or affecting the rights

of creditors generally, or by general equitable principles.

Consent. Except as set forth on Schedule 3.01(c) of the Disclosure Schedules (the “Seller Consents”),

and except as would not, individually or in the aggregate, reasonably be expected to be materially adverse to (i) the ability

of Seller to consummate the transactions contemplated by this Agreement or to perform its obligations hereunder, or (ii) the

Acquired Companies, taken as a whole, the execution, delivery and performance by Seller of this Agreement does not require Seller to

obtain any consent, approval or action of or give any notice to any Person as a result or under any terms, conditions or provisions of

any Contract or Permit by which it is bound.

(d)            No

Conflicts. The execution, delivery and performance of this Agreement and the other Transaction Documents by Seller does not and will

not: (i) conflict with, result in a breach of, or constitute a default under, the Constitutive Documents of Seller or any

Acquired Company or any material Contract to which Seller, or any Company Contract to which any Acquired Company, is a party; (ii) result

in the creation of any Lien upon any of the Acquired Interests, any equity interests of any Acquired Company or any assets or properties

of any Acquired Company; (iii) accelerate or modify, or give any party the right to accelerate or modify, the time within

which, or the terms under which, any duties or obligations are to be performed by Seller or any Acquired Company or any rights or benefits

are to be received by any Person, under any Contract to which Seller or any Acquired Company is a party; or (iv) violate

in any material respect any applicable Law.

(e)            Regulatory

Matters. Except as set forth on Schedule 3.01(e) of the Disclosure Schedules (“Seller Approvals”),

no Governmental Approval is required on the part of Seller or any Acquired Company in connection with the execution, delivery and performance

of this Agreement or the consummation of the transactions contemplated by this Agreement.

(f)             Legal

Proceedings. Except as set forth in Schedule 3.01(f) of the Disclosure Schedules, and except for Actions or Proceedings

in respect of Environmental Laws that are governed exclusively by Section 3.01(p)(ii), there are no Actions or Proceedings

pending or, to the Knowledge of Seller, threatened as of the Execution Date against Seller or any Acquired Company that: (i) affect

Seller or any Acquired Company, or any of their assets or properties (including the Projects), except, solely in respect of Seller, which

would not reasonably be expected to have a material adverse effect on Seller’s ability to perform under this Agreement; or (ii) would

reasonably be expected to result in the issuance of an Order restraining, enjoining or otherwise prohibiting or making illegal the consummation

of any of the transactions contemplated by this Agreement. None of Seller or any Acquired Company is subject to any Order which materially

restricts the operation of its business or which would reasonably be expected to have a Material Adverse Effect.

(g)            Brokers.

Except as set forth on Schedule 3.01(g) of the Disclosure Schedules, no Person has any claim against Seller or any Acquired

Company for a finder’s fee, brokerage commission or similar payment directly or indirectly in connection with the transactions

contemplated by this Agreement.

(h)            Compliance

with Laws. Neither Seller nor any Acquired Company is in material violation of any material Law or Order applicable to the Acquired

Companies or the Projects, or by which any of the Acquired Interests are bound or subject. Notwithstanding the foregoing, compliance

with Environmental Laws is exclusively and solely governed by Section 3.01(p). None of Seller nor any Acquired Company has

received notice from any Governmental Authority of any material violation of any material Law.

(i)             Company

and the Acquired Companies.

(i)             Each

Acquired Company is a limited liability company validly existing and in good standing under the Laws of Delaware, and has full power

and authority to conduct its business as and to the extent now conducted and to own, use and lease its assets. Each Acquired Company

is duly qualified, licensed or admitted to do business and is in good standing in the applicable jurisdictions specified in Schedule 3.01(i) of

the Disclosure Schedules, which are the only jurisdictions in which the ownership, use or leasing of such Acquired Company’s assets,

or the conduct or nature of its businesses, makes such qualification, licensing or admission necessary, except in those jurisdictions

where the failure to be so qualified, licensed or admitted to do business would not reasonably be expected to result in a Material Adverse

Effect.

(ii)            All

of the issued and outstanding Acquired Interests are owned directly, beneficially and of record by Seller free and clear of all Liens,

other than Permitted Equity Encumbrances and except as set forth on Schedule 3.01(i)(ii) of the Disclosure Schedules.

Except as set forth on Schedule 3.01(i)(ii) of the Disclosure Schedules and for the ownership by the Tax Equity Investor

following the consummation of the transactions contemplated by the Tax Equity ECCA after the First Phase MC Funding, all of the issued

and outstanding equity interests of the Acquired Companies (other than the Target Company) are owned directly or indirectly, beneficially

and of record by the Target Company, free and clear of all Liens, other than Permitted Equity Encumbrances and except as set forth on

Schedule 3.01(i)(ii) of the Disclosure Schedules. All of the equity interests of the Acquired Companies have been duly

authorized, validly issued and are fully paid and non-assessable and have been issued in compliance with federal and state securities

laws.

(iii)            The

name of each director and officer (or similar positions) of each Acquired Company, and the position with such Acquired Company held by

each, are listed in Schedule 3.01(i)(iii) of the Disclosure Schedules.

(iv)            Seller

has, prior to the execution of this Agreement, delivered to Purchaser true and complete copies of the Constitutive Documents of each

Acquired Company as in effect on the Execution Date.

(v)            Except

as set forth in Part I of Schedule 3.01(i)(v) of the Disclosure Schedules, there are no outstanding Options issued or

granted by, or binding upon, any Acquired Company for any Person to purchase or sell or otherwise acquire or dispose of any equity interest

or other security or interest in any such Acquired Company. Except (I) as set forth in any Tax Equity Agreement, any Financing

Document or the Constitutive Documents of any Acquired Company; (II) as provided pursuant to this Agreement; or (III) as

set forth in Part II of Schedule 3.01(i)(v) of the Disclosure Schedules, none of the Acquired Interests or the membership

interests in the Acquired Companies are subject to any voting trust or voting trust agreement, voting agreement, pledge agreement, buy-sell

agreement, right of first refusal, preemptive right or proxy.

(vi)            Except

as set forth on Schedule 3.01(i)(vi) of the Disclosure Schedules, no Acquired Company has any subsidiaries, equity interests,

interests in joint ventures or general or limited partnerships or other investment or portfolio assets of a similar nature.

(vii)           Except

as set forth on Schedule 3.01(i)(vii) of the Disclosure Schedules, no Acquired Company conducts: (A) any

business other than the development, ownership, operation and management of one or more Projects; or (B) any operations other

than those incidental to the ownership, operation, and management of one or more Projects.

(viii)          The

books and records of each Acquired Company are: (A) in all material respects, accurate and complete and have been maintained

in accordance with good business practices; and (B) state in reasonable detail and accurately and fairly reflect the activities

and transactions of such Acquired Company.

(ix)            (A) The

execution and delivery by Seller of the Assignment of Membership Interests; and (B) if applicable, the delivery of certificates

representing the Acquired Interests, duly endorsed for transfer to Purchaser or accompanied by one or more membership interest powers

duly endorsed for transfer to Purchaser, will transfer to Purchaser good, valid and marketable title to the Acquired Interests, free

and clear of all Liens, other than Permitted Equity Encumbrances.

(j)            No

Undisclosed Liabilities.

(i)              No

Acquired Company has any material liability or obligation that would be required to be disclosed on a balance sheet prepared in accordance

with GAAP, except for the liabilities and obligations of the Acquired Companies: (i) incurred in the ordinary course of business

consistent with past practice; (ii) that constitute amounts payable under the Company Contracts expressly provided for

under existing Company Contracts that have not arisen from a breach thereof or thereunder; (iii) under the Financing Documents

or Tax Equity Agreements; or (iv) as set forth in Schedule 3.01(j) of the Disclosure Schedules.

(ii)            All

of the Indebtedness of each Acquired Company as of the Execution Date, other than Indebtedness under any Financing Document, is listed

on Schedule 3.01(j) of the Disclosure Schedules.

(k)            Taxes.

Except as disclosed on Schedule 3.01(k) of the Disclosure Schedules, since the date of formation of each Acquired Company,

as applicable:

(i)              All

federal and all other material Tax Returns required to be filed by or with respect to each such Acquired Company (or income attributable

thereto) have been timely filed with the appropriate Governmental Authorities in all jurisdictions in which such Tax Returns are required

to be filed. Such Tax Returns are true, correct and complete in all material respects to the extent such Tax Returns relate to any Acquired

Company (or income attributable thereto), and Seller, Affiliates of Seller, and the Acquired Companies have paid, or made adequate provisions

for the payment of, all Taxes, assessments and other charges due or claimed to be due (regardless of whether shown on any Tax Return)

from any such Acquired Company or for which any Acquired Company or Purchaser could be held liable.

(ii)             There

are no: (A) Actions or Proceedings currently pending or threatened in writing against the Acquired Companies or related to

their business operations by any Governmental Authority for the assessment or collection of Taxes; (B) audits or other examinations

of any Tax Return of the Acquired Companies (or income attributable thereto) in progress nor has Seller, any Affiliate of Seller or the

Acquired Companies been notified in writing of any request for examination with respect to the Acquired Companies; (C) claims

for assessment or collection of Taxes that have been asserted in writing against Seller or any Affiliate of Seller with respect to the

Acquired Companies (or the income attributable thereto); or (D) matters under discussion with any Governmental Authority

regarding claims for assessment or collection of Taxes against the Acquired Companies (or income attributable thereto). There are no

outstanding agreements, waivers or consents extending the statutory period of limitations applicable to any Tax of the Acquired Companies,

and, except as set forth on Schedule 3.01(k) of the Disclosure Schedules, no Acquired Company has requested any extension

of time within which to file any Tax Return. There are no Liens for unpaid or delinquent Taxes, assessments or other charges or deposits

with respect to the Acquired Interests, other than Liens for Taxes not yet due or delinquent or being contested in good faith by appropriate

proceedings and for which adequate reserves on financial statements have been established.

(iii)            Seller

(or, if Seller is a disregarded entity, Seller’s regarded owner for U.S. federal income tax purposes) is not a “foreign person”

within the meaning of Code Sections 1445(b)(2) and 1446(f).

(iv)            The

Acquired Companies have been properly classified for federal and state income Tax purposes either as disregarded entities or partnerships

under Treasury Regulations Section 301.7701-2 and -3 and neither Seller nor any Affiliate of Seller has made or caused to be made

any election for any Tax purposes to classify any Acquired Company other than as a disregarded entity or partnership.

(v)            No

Acquired Company is a party to any Tax allocation, Tax sharing or other similar agreement, other than customary Tax indemnification or

other provisions contained in any credit or other ordinary course commercial agreements the primary purpose of which is not Taxes (including,

for the avoidance of doubt, the Company Contracts and the Tax Equity Documents).

(vi)            The

Target Company has never entered into or been a party to any “reportable transaction,” as defined in Section 1.6011-4(b) of

the Treasury Regulations.

(vii)            None

of the property owned by any Acquired Company is “tax exempt use property” within the meaning of Section 168(h) of

the Code or “tax exempt bond financed property” within the meaning of Code Section 168(g)(5) (for the avoidance

of doubt, other than as a result of Purchaser’s treatment as an indirect owner of such property).

(l)            Employees.

No Acquired Company has, nor has ever had, any employees or any Liability, actual or contingent, with respect to any Employee Plan.

(m)            Company

Contracts.

(i)             Schedule 3.01(m)(i) of

the Disclosure Schedules contains, as of the Execution Date, a true, correct and complete list of all Company Contracts.

(ii)             Seller

has provided, or with respect to Company Contracts entered into following the Execution Date, will promptly provide, Purchaser with,

or access to, true, correct and complete copies of all the Company Contracts (A) required to be disclosed on Schedule 3.01(m)(i) of

the Disclosure Schedules; or (B) entered into from and after the Execution Date, and the agreements described on Schedule

3.01(y) of the Disclosure Schedules, and all amendments, modifications and supplements thereto. Each Company Contract constitutes

the legal, valid, binding and enforceable obligation of the Acquired Company party thereto and to the Knowledge of Seller, the other

parties thereto, except as may be limited by: (A) bankruptcy, insolvency, reorganization, moratorium and other similar laws

of general application affecting the rights and remedies of creditors; and (B) general principles of equity (regardless of

whether such enforcement is considered in a proceeding in equity or at law). Each Company Contract is in full force and effect.

(iii)            Except

as disclosed on Schedule 3.01(m)(iii) of the Disclosure Schedules, no Acquired Company or, to the Knowledge of Seller,

the other parties thereto, is in material violation or material breach of or material default under any Company Contract to which it

is a party.

(iv)            None

of Seller or any Acquired Company has given or received notice or other written communication regarding any actual, alleged, possible

or potential material violation or material breach with respect to any material provision of, or any material default under, or intent

to cancel or terminate, any Company Contract, which violation, breach or default has not been remedied, cured or waived or for which

any such intent to cancel or terminate has been withdrawn.

(n)            Real

Property.

(i)             Schedule

3.01(n)(i) of the Disclosure Schedules lists, as of the Execution Date, all Real Property Rights of the Project Companies, the

real property in which the Project Companies have Real Property Rights, and appurtenances thereto (all such Real Property Rights, whether

at the Execution Date or the Closing Date, collectively, the “Land”). Each Project Company has a good and valid fee,

leasehold, easement, access, license, or right of way interests, as applicable, in the Land required or associated with the applicable

Project, free and clear of all Liens, except: (A) for Permitted Exceptions; (B) as disclosed in the applicable

Execution Date Proforma Title Policy delivered by Seller to Purchaser on or before the Closing Date; and (C) as disclosed

in the applicable Title Policy.

(ii)             Except

as set forth on Schedule 3.01(n)(ii) of the Disclosure Schedules, no Acquired Company has entered into any assignment, lease,

license, sublease, easement or other agreement granting to any Person any right to the possession, use, occupancy or enjoyment of the

Land.

(iii)            No

Acquired Company has caused or suffered to exist any easement, right-of-way, covenant, condition, restriction, reservation, license,

agreement or other similar matter that would materially interfere with the operation of the Projects or the business of the Acquired

Companies in respect of the Real Property Rights, except as set forth on Part I of Schedule 3.01(n)(iii) of the Disclosure

Schedules, in the applicable Execution Date Proforma Title Policy or in the applicable Title Policy.

(iv)            Except

as set forth on Part II of Schedule 3.01(n)(iii) of the Disclosure Schedules, the Real Property Rights are all the real

property rights necessary for the Acquired Companies to develop, construct, own and operate the Projects.

(v)            None

of Seller or any Acquired Company has received any written notice of: (A) condemnation, eminent domain or similar governmental

proceeding materially affecting, individually or in the aggregate, the Projects; or (B) zoning, ordinance, building, fire,

health or safety code violations materially affecting the Projects.

(o)            Title

Policy. Schedule 3.01(o) of the Disclosure Schedules lists all Real Property Rights insured by the Title Policies (the

“Insured Property Rights”). As of the Execution Date, Seller has provided to Purchaser a true and correct copy of

the Execution Date Proforma Title Policies covering the Insured Property Rights. As of the Closing Date, Seller has provided to Purchaser

copies of any pro forma Closing Date Endorsements and Title Proformas covering the Insured Property Rights that have been provided to

the Tax Equity Investor on or prior to the Closing Date. The Insured Property Rights are subject only to: (i) Permitted Exceptions;

(ii) matters disclosed in the Title Policies; and (iii) matters consented to in writing by Purchaser (which consent

shall not be unreasonably withheld, conditioned or delayed).

(p)            Environmental.

(i)             Except

as set forth on Schedule 3.01(p)(i) of the Disclosure Schedules, the Acquired Companies are in compliance with all Environmental

Laws, except to the extent that any such non-compliance would not reasonably be expected to have a Material Adverse Effect. There is

no material violation of any Environmental Law or other material Liability arising under any Environmental Law with respect to the Projects

or the Land.

(ii)            There

are no Actions or Proceedings pending or, to the Knowledge of Seller, threatened as of the Execution Date against Seller (solely in respect

of the Projects or the Acquired Companies), or the Acquired Companies, relating to any material violation of Environmental Law. None

of Seller or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental

Law in respect of the Projects or the Acquired Companies (other than those violations that have been resolved or remedied).

(iii)           Schedule 3.01(p)(iii) of

the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Environmental Law to be

acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation

of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of

the Disclosure Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in

the name of an Acquired Company.

(iv)           Except

as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to the Knowledge of Seller, there has been no Release of

Hazardous Substances at or from the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental

Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently

conducted that would be reasonably expected to trigger any obligation of Seller or the Acquired Companies under Environmental Laws to

report, investigate, remove or remediate such Release, or that would be reasonably expected to result in a material liability or interfere

materially with the development, construction, ownership or operations of any Project.

(v)            Seller

has made available to Purchaser all material environmental reports, assessments and documents that are in the possession of Seller or

the Acquired Companies and that relate to actual or potential material Liabilities under Environmental Laws with respect to the Projects

or the Land.

(q)            Permits.

(i)             Schedule 3.01(q)(i) of

the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Law to be acquired or held

by or for the benefit of Seller or the Acquired Companies in connection with the development, construction, ownership, maintenance, or

operation of the Projects, except for those required by the Environmental Laws, which are exclusively and solely governed by Section 3.01(p),

or those of a type that are ministerial in nature and routinely granted on application and for which none of Seller or the Acquired Companies

has reason to believe will not be obtained in due course. Except as set forth in Schedule 3.01(q)(i) of the Disclosure

Schedules, such Permits have been obtained in a timely manner and are presently maintained in full force and effect in the name of an

Acquired Company.

(ii)            Except

as set forth on Schedule 3.01(q)(ii) of the Disclosure Schedules, and except as relates to compliance with Environmental

Laws which is exclusively and solely governed by Section 3.01(p), Seller and the Acquired Companies are in material compliance

with each such Permit, and in compliance with the FPA and PUHCA, except where the failure to so comply would not reasonably be expected

to have a Material Adverse Effect, and have received no written notice of violation or noncompliance from any Governmental Authority

which violation or noncompliance has not been remedied or any written notice or claim asserting or alleging that any such Permit: (A) is

not in full force and effect; or (B) is subject to any Action or Proceeding or unsatisfied condition, in each case of clause

(A) and (B) which has not been remedied or resolved.

(iii)            There

are no proceedings pending or, to the Knowledge of Seller, threatened which would reasonably be expected to result in the modification,

revocation or termination of any material Permit set forth in Schedule 3.01(q)(i) of the Disclosure Schedules.

(r)             Affiliate

Transactions. Except for: (i) transactions (A) disclosed on Schedule 3.01(r) of the Disclosure

Schedules; (B) under the Company Contracts disclosed on Schedule 3.01(m)(i) of the Disclosure Schedules;

or (C) entered into following the Execution Date in accordance with the terms of this Agreement; and (ii) this

Agreement, there are no existing or pending transactions, Contracts or Liabilities between or among any Acquired Company on the one hand,

and Seller or any of Seller’s Affiliates (other than any other Acquired Company), or any officer or director of Seller or any of

Seller’s Affiliates, on the other hand.

(s)            Intellectual

Property.

(i)              To

the Knowledge of Seller, except as set forth in Schedule 3.01(s)(i) of the Disclosure Schedules, there is not now and

has not been during the past three (3) years any infringement or misappropriation by Seller of any valid patent, trademark,

trade name, service mark, copyright, trade secret or similar intellectual property which relates to the Acquired Interests or the assets

of the Acquired Companies and which is owned by any third party, and there is not now any existing or, to the Knowledge of Seller, threatened

claim against Seller of infringement or misappropriation of any patent, trademark, trade name, service mark, copyright trade secret or

similar intellectual property which directly relates to the Acquired Interests or the assets of the Acquired Companies and which is owned

by any third party and which, in each case, would reasonably be expected to have a Material Adverse Effect.

(ii)             Each

Acquired Company owns or has the valid right to use pursuant to license, sublicense, agreement or permission, in each case free and clear

of all Liens other than Permitted Liens, any intellectual property necessary for it to conduct its business as currently conducted, other

than such intellectual property the absence of which ownership or the right to use would not, individually or in the aggregate, reasonably

be expected to have a Material Adverse Effect.

(iii)            There

is no pending or, to the Knowledge of Seller, threatened claim by Seller against others for infringement or misappropriation of any trademark,

trade name, service mark, copyright, trade secret or similar intellectual property owned by Seller and which is utilized in the conduct

of the business of the Acquired Companies that would reasonably be expected to have a Material Adverse Effect.

(t)             Insurance.

Schedule 3.01(t) of the Disclosure Schedules contains a true, correct and complete list of all insurance policies as

of the Execution Date that insure the assets and properties and business of the Acquired Companies or affect or relate to the ownership

of any of the assets and properties the Acquired Companies. Seller has delivered to Purchaser detailed summaries of all the insurance

policies set forth on Schedule 3.01(t) of the Disclosure Schedules, all of which are in full force and effect. None of Seller

or any Acquired Company has received any notice with respect to the assets and properties and business of the Acquired Companies from

any insurer under any insurance policy applicable to the assets and properties and business of the Acquired Companies disclaiming coverage,

reserving rights with respect to a particular claim or such policy in general or canceling any such policy. All premiums due and payable

under all such policies have been paid and the terms of such policies have been complied with by Seller and the Acquired Companies, as

applicable, in all material respects. The insurance maintained by or on behalf of the Acquired Companies is adequate to comply with all

Laws and Company Contracts. Except as set forth on Schedule 3.01(t) of the Disclosure Schedules, there are no pending insurance

claims. Seller expects insurance coverage for property damage and business interruption for the Projects as described in the property

and casualty policies set forth on Schedule 3.01(t) of the Disclosure Schedules to continue in all material respects after

the Closing Date. Furthermore, at the expiration of such policies, Seller expects the aforementioned policies to be renewed with terms

substantially identical to those described in the policies above.

(u)            Balance

Sheets. Seller has previously delivered to Purchaser true, correct and complete copies of the unaudited balance sheets (the “Balance

Sheets”) of the Acquired Companies, on a stand-alone basis, for the quarter ended August 31, 2026 (the “Balance

Sheets Date”). The Balance Sheets: (i) fairly present, in all material respects, the consolidated or stand-alone

financial position, as applicable, of the Acquired Companies covered thereby, as of the Balance Sheets Date; (ii) have been

prepared in accordance with GAAP consistently applied during the period(s) involved except as otherwise noted therein, subject to

normal and recurring year-end adjustments that have not been and are not expected to be material in amount; and (iii) have

been prepared from the books and records of the Acquired Companies covered thereby.

(v)            Absence

of Changes. Except as set forth on Schedule 3.01(v) of the Disclosure Schedules, between the Balance Sheets Date (except

as otherwise indicated in subparagraph (vii) below) and the Execution Date, there has not been:

(i)              any

repurchase, redemption or other acquisition of any equity interests of any Acquired Company or any interests convertible into equity

interests of any Acquired Company or any other change in the capitalization or ownership of any Acquired Companies;

(ii)             any

merger of any Acquired Company into or with any other Person, consolidation of any Acquired Company with any other Person or acquisition

by any Acquired Company of all or substantially all of the business or assets of any Person;

(iii)            any

action by any Acquired Company or any commitment entered into by any member of any Acquired Company with respect to or in contemplation

of any liquidation, dissolution, recapitalization, reorganization or other winding up of its business or operations;

(iv)            any

material change in accounting policies or practices (including any change in depreciation or amortization policies) of any Acquired Company,

except as required under GAAP;

(v)            any

sale, lease (as lessor), transfer or other disposal of (including any transfers to any of its Affiliates), or mortgage or pledge, or

imposition of any Lien on, any of assets or properties of any Acquired Company, or interests therein, other than: (A) inventory

and personal property sold or otherwise disposed of in the ordinary course of business; and (B) Permitted Liens;

(vi)           any

creation, incurrence, assumption or guarantee, or agreement to create, incur, assume or guarantee any Indebtedness for borrowed money

or entry into any “keep well” or other agreement to maintain the financial condition of another Person, or any arrangement

having the economic effect of any of the foregoing (including entering into, as lessee, any capitalized lease obligations as defined

in Statement of Financial Accounting Standards No. 13), in each case, by any Acquired Company; or

(vii)          any

event, circumstance, condition or change relating or with respect to any Acquired Company that would reasonably be expected to have,

individually or in the aggregate, a Material Adverse Effect.

(w)            Bank

Accounts. Schedule 3.01(w) of the Disclosure Schedules sets forth the names and locations of banks, trust companies and

other financial institutions at which any Acquired Company maintains bank accounts or safe deposit boxes, in each case listing the type

of account, the account number, and the names of all Persons authorized to draw thereupon or who have access thereto.

(x)             Regulatory

Status.

(i)              As

of the date each Project Company first delivers test energy, such Project Company shall be an “Exempt Wholesale Generator.”

As an Exempt Wholesale Generator, each Project Company shall be exempt from PUHCA to the extent provided for in 18 C.F.R. § 366.7(e),

except as otherwise may be applicable under Section 1265 of PUHCA.

(ii)             As

of the date an Acquired Company acquires a direct or indirect equity interest in each Project Company, each such Acquired Company will

become a “holding company,” as defined in PUHCA, with respect to its direct or indirect, as applicable, ownership of the

Project Company(ies) and, therefore, each such Acquired Company is entitled to the exemptions and waivers set forth in 18 C.F.R. §

366.3(a). As of the earlier of the date a Project Company first delivers test energy or owns energized interconnection facilities, each

Acquired Company that directly or indirectly owns any equity interests in such Project Company will become a “holding company,”

as defined in PUHCA, solely with respect to its direct or indirect, as applicable, ownership of such Project Company(ies) and, therefore,

each such Acquired Company is entitled to the exemptions and waivers set forth in 18 C.F.R. § 366.3(a). No Project Company is a

“holding company” as defined under PUHCA.

(iii)            As

of the Closing Date, Purchaser, solely by virtue of its indirect ownership of each Project Company, will not be subject to, or will not

lose the exemption from: (A) regulation under PUHCA as an “electric utility company,” a “public utility

company,” or a “holding company,” or an “affiliate” or “subsidiary company” of any of the foregoing,

in each case as defined under PUHCA, except to the extent such regulation under PUHCA applies to a “holding company” solely

with respect to one or more Exempt Wholesale Generators; (B) regulation as a “public utility” under the FPA;

or (C) regulation by the UPSC as a “public utility” or an “electrical corporation.”

(iv)            As

of the date that a Project Company first delivers test energy, such Project Company shall be a “public utility” as that term

is defined under FPA Section 201(e) and shall have received MBR Authorization. No Acquired Company is subject to regulation

by the UPSC as a “public utility” or, other than such Project Company, an “electrical corporation.”

(y)            Support

Obligations.

(i)              Part I

of Schedule 3.01(y) of the Disclosure Schedules sets forth a true, complete and correct list of all the Support Obligations

for which Purchaser shall be required to use commercially reasonable efforts to replace and/or effect the release of pursuant to Section 5.07(a).

(ii)             Part II

of Schedule 3.01(y) of the Disclosure Schedules sets forth a true, complete and correct list of all the Support Obligations

for which Purchaser shall not be required to replace or effect the release of pursuant to Section 5.07(a).

(z)             Reports.

Seller has made available to Purchaser true, complete and correct copies of all Reports delivered pursuant to the Tax Equity ECCA as

of the Execution Date. As of the Closing Date, Seller has made available to Purchaser true, correct and complete copies of all Reports

that were not made available to Purchaser on the Execution Date.

(aa)          Projections.

Seller has prepared the financial projections for the Acquired Companies, which are reflected in the Base Case Model (the “Projections”),

in good faith. To the Knowledge of Seller, the Projections: (i) are based on reasonable assumptions; (ii) reflect

all material payments to be made by the Acquired Companies to Seller or its Affiliates; and (iii) as to operation and maintenance

expenses, are consistent in all material respects with Prudent Industry Practices.

(bb)         Solvency.

There are no bankruptcy, reorganization or receivership proceedings pending against, being contemplated by or, to the Knowledge of Seller,

threatened in writing against, Seller or any Acquired Company.

(cc)          No

Other Warranties. Except for the warranties set forth herein, the Acquired Interests are

being sold hereunder on an “as is,” “where is” basis. The warranties set forth herein are exclusive and are in

lieu of all other warranties, whether statutory, written or oral, express or implied; Seller provides no other warranties with respect

to the Acquired Interests, the Projects, the ACQUIRED COMPANIES, or the assets of the

ACQUIRED COMPANIES, including implied warranties of merchantability and fitness for a

particular purpose, and warranties arising from course of dealing or usage of trade, all of which are expressly disclaimed. Except as

expressly set forth in Section 3.01, Seller makes no representation or warranty to Purchaser with respect to any financial

projections, forecasts or forward looking statements of any kind or nature whatsoever relating to the Projects, the ACQUIRED COMPANIES,

the assets of the ACQUIRED COMPANIES or the Acquired Interests.

3.02.       Representations

and Warranties with Respect to Purchaser. Purchaser hereby represents and warrants to Seller, as of the Execution Date and the

Closing Date, as follows (provided, that any representation and warranty set forth in this Section 3.02 and expressly

stated to be made only as of a specified date shall be made solely as of such date):

(a)            Existence.

Purchaser is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware.

Purchaser has full power and authority to execute and deliver this Agreement and each other agreement required to be executed by it pursuant

to the terms hereof, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby

and to own or lease its assets and properties and to carry on its business as currently conducted.

(b)            Authority.

All actions or proceedings necessary to authorize the execution and delivery by Purchaser of this Agreement, and the performance

by Purchaser of its obligations hereunder, have been duly and validly taken. This Agreement has been duly and validly executed and delivered

by Purchaser and constitutes the legal, valid and binding obligations of Purchaser enforceable against Purchaser in accordance with its

terms, except as the same may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, arrangement, moratorium or

other similar Laws relating to or affecting the rights of creditors generally, or by general equitable principles.

Consent. Except as disclosed on Schedule 3.02(c) of the Disclosure Schedules, and except as would not, individually

or in the aggregate, reasonably be expected to adversely affect the ability of Purchaser to consummate the transactions contemplated

by this Agreement or to perform its obligations hereunder, the execution, delivery and performance by Purchaser of this Agreement does

not require Purchaser to obtain any consent, approval or action of or give any notice to any Person as a result or under any terms, conditions

or provisions of any Contract by which it is bound.

(d)            No

Conflicts. The execution, delivery and performance of this Agreement by Purchaser does not and will not: (i) conflict

with, result in a breach of, or constitute a default under, Purchaser’s Constitutive Documents, or any material Contract to which

Purchaser is a party; (ii) result in the creation of any Lien upon any of the assets or properties of Purchaser; or (iii) accelerate

or modify, or give any party the right to accelerate or modify, the time within which, or the terms under which, any duties or obligations

are to be performed by Purchaser, or any rights or benefits are to be received by any Person, under any material Contract to which Purchaser

is a party.

(e)            Permits

and Filings. Except as disclosed on Schedule 3.02(e) of the Disclosure Schedules, no Permit is required on the part

of Purchaser in connection with the execution, delivery and performance of this Agreement, the consummation of the transactions contemplated

hereby or thereby or any borrowing or other action by Purchaser or any of its Affiliates in connection with obtaining or maintaining

sufficient financing to provide the payment of the Purchase Price.

(f)             Legal

Proceedings. There are no Actions or Proceedings pending or, to the Knowledge of Purchaser, threatened as of the Execution Date against

Purchaser that affects Purchaser or any of its assets or properties which would reasonably be expected to result in the issuance of an

Order restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this

Agreement.

(g)            Purchase

for Investment. Purchaser: (i) is acquiring the Acquired Interests for its own account and not with a view to distribution;

(ii) is an “accredited investor” as such term is defined in Rule 501(a) under the Securities Act of

1933; (iii) has sufficient knowledge and experience in financial and business matters so as to be able to evaluate the merits

and risk of an investment in the Acquired Interests and is able financially to bear the risks thereof; and (iv) understands

that the Acquired Interests will, upon purchase, be characterized as “restricted securities” under state and federal securities

laws and that under such laws and applicable regulations the Acquired Interests may be resold without registration under such laws only

in certain limited circumstances. Purchaser agrees that it will not sell, convey, transfer or dispose of the Acquired Interests, unless

such transaction is made pursuant to an effective registration statement under applicable federal and state securities laws or an exemption

from registration requirements of such securities laws.

(h)            Brokers.

Except as set forth on Schedule 3.02(h) of the Disclosure Schedules, no Person has any claim against Purchaser for a finder’s

fee, brokerage commission or similar payment directly or indirectly in connection with the transactions contemplated by this Agreement.

(i)             Governmental

Approvals. Except as set forth on Schedule 3.02(i) of the Disclosure Schedules or which have already been obtained,

no Governmental Approval is required on the part of Purchaser in connection with the execution, delivery and performance of this Agreement

or the consummation of the transactions contemplated hereby.

(j)             Compliance

with Laws. Purchaser is not in material violation of any Law except where any such material violation would not in the aggregate

reasonably be expected to have a material adverse effect on Purchaser’s ability to satisfy its obligations under this Agreement.

(k)            Due

Diligence. Purchaser, or its Representatives, have had the opportunity to conduct all such due diligence investigations of the Acquired

Interests, the Acquired Companies and the Projects as they deemed necessary or advisable in connection with entering into this Agreement

and the related documents and the transactions contemplated hereby and thereby. Purchaser has

relied solely on its independent investigation and the representations and warranties made by Seller in Section 3.01 in making

its decision to acquire the Acquired Interests and has not relied on any other statements or advice from Seller or its Representatives.

Article 4

CONDITIONS PRECEDENT

4.01.      Closing

Date Conditions Precedent of the Parties. The obligations of each Party to consummate the Closing are subject to the fulfillment

(or waiver by the applicable Party), at or before the Closing, by the applicable Party of each of the following conditions:

(a)            First

Phase MC Funding. The First Phase MC Funding under the Tax Equity ECCA shall have occurred.

(b)            Approvals/Consents.

All consents of Purchaser specified on Schedule 3.02(c) of the Disclosure Schedules and all approvals of Purchaser specified

in Schedule 3.02(i) of the Disclosure Schedules shall have been obtained by Purchaser; and all Seller Approvals and

Seller Consents shall have been obtained by Seller and shall in each case be in full force and effect.

No Order shall have been entered which restrains, enjoins or otherwise prohibits or makes illegal the consummation of any of the transactions

contemplated by this Agreement and no Action or Proceeding shall have been instituted before any Governmental Authority of competent

jurisdiction seeking to restrain, enjoin or otherwise prohibit or make illegal the consummation of any of the transactions contemplated

by this Agreement.

(d)            Material

Adverse Effect. There will not exist on the Closing Date any condition or fact that, individually or in the aggregate, has or would

reasonably be expected to result in a Material Adverse Effect.

(e)            Seller

Distribution. Simultaneously with the occurrence of the Closing, the Seller Distribution shall occur.

(f)             TE

HoldCo MIPA. The “Closing” (or other equivalent term) (to be defined in the TE HoldCo MIPA) under the TE HoldCo MIPA

shall have occurred.

4.02.      Closing

Date Conditions Precedent of the Purchaser. The obligations of the Purchaser to consummate the Closing are subject to the fulfillment

(or waiver by the Purchaser ), at or before the Closing, by the applicable Party of each of the following conditions:

(a)            Seller

Representations and Warranties. The representations and warranties made by Seller in this Agreement shall be true and correct in

all material respects (except that (i) each Fundamental Representation made by Seller shall be true and correct in all respects

and (ii) any of such representations and warranties that are qualified by materiality, including by reference to Material

Adverse Effect, shall be true and correct in all respects) on and as of the Closing Date as though such representations and warranties

were made on and as of the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date,

in which case as of such earlier date.

(b)            Seller

Covenants. The covenants and obligations required by this Agreement to be performed or complied with by Seller at or before the Closing

Date have been duly performed or complied with in all material respects.

Certificate. Seller shall have delivered to Purchaser a valid, properly executed IRS Form W-9 (or, if Seller is an entity treated

as disregarded as separate from its owner for federal income tax purposes, Seller’s regarded owner for federal income tax purposes);

provided that Purchaser’s (and the Target Company’s) sole right if Seller fails to provide such IRS Form W-9

shall be to make appropriate withholdings under Sections 1445 and 1446 of the Code.

(d)            Certificates.

Seller shall have delivered to Purchaser: (i) a certificate, dated as of the Closing Date and executed by an authorized officer

of Seller substantially in the form and to the effect of Exhibit D; and (ii) a certificate, dated as of the Closing

Date and executed by the Secretary of Seller substantially in the form and to the effect of Exhibit E.

(e)             A&R

LLCA. Simultaneously with or prior to the Closing, Seller Parent shall have executed and delivered the A&R LLCA.

(f)             Seller

Guaranties. Simultaneously with or prior to the Closing, Seller Parent shall have executed, and delivered to (i) the

Tax Equity Investor, the Seller Tax Equity Guaranty; (ii) the Administrative Agent, the Seller Cash Diversion Guaranty; and

(iii) any Tax Credit Purchaser, the Seller Tax Credit Transfer Guaranty, if applicable.

4.03.      Closing

Date Conditions Precedent of the Seller. The obligations of the Seller to consummate the Closing are subject to the fulfillment

(or waiver by the Seller), at or before the Closing, by the applicable Party of each of the following conditions:

(a)            Purchaser

Representations and Warranties. The representations and warranties made by Purchaser in this Agreement shall be true and correct

in all material respects (except that (i) each Fundamental Representation made by Purchaser shall be true and correct in

all respects; and (ii) any of such representations and warranties that are qualified by materiality, including by reference

to Material Adverse Effect, shall be true and correct in all respects) on and as of the Closing Date as though such representations and

warranties were made on and as of the Closing Date, except to the extent such representations and warranties expressly relate to an earlier

date, in which case as of such earlier date.

(b)            Purchaser

Covenants. The covenants and obligations required by this Agreement to be performed or complied with by Purchaser at or before the

Closing Date have been duly performed or complied with in all material respects.

Purchaser shall have delivered to Seller: (i) a certificate, dated as of the Closing Date and executed by an authorized officer

of Purchaser substantially in the form and to the effect of Exhibit F; and (ii) a certificate, dated as of the

Closing Date and executed by the Secretary of Purchaser substantially in the form and to the effect of Exhibit G.

(d)            A&R

LLCA. Simultaneously with or prior to the Closing, Purchaser shall have executed and delivered the A&R LLCA.

(e)            Purchaser

Guaranties. Simultaneously with or prior to the Closing, Purchaser Parent shall have executed, and delivered to (i) the

Tax Equity Investor, the Purchaser Tax Equity Guaranty; (ii) [reserved]; and (iii) any Tax Credit Purchaser,

the Purchaser Tax Credit Transfer Guaranty, if applicable.

Article 5

Certain Covenants

5.01.       Regulatory

and Other Permits. Following the Execution Date, Seller shall, or shall cause the Acquired Companies to, as promptly as practicable,

use commercially reasonable efforts to make all filings with all Governmental Authorities and other Persons required by Seller or its

Affiliates to consummate the transactions contemplated hereby and shall use commercially reasonable efforts to obtain as promptly as

practicable all Permits and all consents, approvals or actions of all Governmental Authorities and other Persons necessary to consummate

the transactions contemplated hereby, including the Seller Approvals and Seller Consents. Without limiting the generality of the foregoing,

prior to the first sale of test power from a Project, such Project Company shall have obtained EWG status. Seller shall promptly provide

Purchaser with a copy of any filing, Order or other document delivered to or received from any Governmental Authority or other Person

relating to the obtaining of any such Permits, consents, approvals or actions of Governmental Authorities and other Persons for any Project.

Seller shall provide a status report to Purchaser upon the reasonable request of Purchaser. Seller shall use commercially reasonable

efforts not to cause its Representatives, or the Acquired Companies or other Affiliates of Seller or any of their respective Representatives,

to take any action which would reasonably be expected to materially and adversely affect the likelihood of any approval or consent required

to consummate the transactions contemplated hereby. Seller shall bear its own costs and legal fees contemplated by this Section 5.01.

5.02.       Access

to Information. From the Execution Date and continuing until the earlier of the termination of this Agreement or the Closing

Date (the “Interim Period”), Seller shall at all reasonable times and upon reasonable prior notice during regular

business hours make the properties, assets, books and records pertaining to the Acquired Companies, the Acquired Interests or the Projects

reasonably available for examination, inspection and review by Purchaser and its Representatives; provided, that: (a) Purchaser

and its Representatives shall be subject to customary confidentiality undertakings with respect to any such information or access made

available; (b) for any site visit or access, Purchaser and its Representatives will agree to comply with all safety and other

policies and procedures disclosed to it while conducting such visit or access; and (c) Purchaser’s and its Representatives’

inspections and examinations shall not unreasonably disrupt the normal operations of Seller, the Acquired Companies or the Projects and

shall be at Purchaser’s sole cost and expense; and provided further that neither Purchaser, nor any of its Affiliates or

Representatives, shall conduct any intrusive environmental site assessment or activities with respect to the Acquired Companies or their

properties without the prior written consent of Seller.

5.03.       Notification

of Certain Matters. Seller shall have the right to deliver to Purchaser, not later than ten (10) Business Days prior to

the Closing Date, a supplement to the Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose any

matter arising after the date hereof, that, if existing at or arising prior to the date hereof, would have been required to be set forth

in the Disclosure Schedules for the representations and warranties of Seller set forth herein to be true and correct as of the date hereof,

and the Disclosure Schedules shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date

Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of any representation or warranty of Seller

contained in this Agreement for purposes of Article 6. If any item set forth in the Closing Date Schedule Supplement discloses

any event, circumstance or development that, individually or in the aggregate when taken together with other previously disclosed events,

circumstances or developments, would prevent any of the conditions set forth in ‎Section 4.01 (other than those conditions

related to the bring-down of representations and warranties) to be satisfied, then Purchaser may terminate this Agreement by delivering

notice of termination to Seller within ten (10) Business Days of its receipt of the Closing Date Schedule Supplement; provided,

that if Purchaser does not deliver such notice within such ten (10) Business Day period, then Purchaser shall be deemed to have

irrevocably waived its right to terminate this Agreement with respect to such item and its right to not consummate the transactions contemplated

hereby with respect to such item, in each case, after giving effect to such item under any of the conditions set forth in Section 4.01,

but shall not be deemed to have irrevocably waived its right to indemnification under ‎Section 6.01 with respect to such

item (provided, that updates shall not give rise to any right of indemnification to the extent such updates are solely to reflect

the execution of any Tax Equity Document pursuant to and in accordance with Section 5.12(a)).

5.04.      Conduct

of Business.

(a)            During

the Interim Period, and subject to Section 5.04(b), Seller shall cause each Acquired Company to operate and carry on its

business in the ordinary course and substantially as operated prior to the Execution Date. Without limiting the foregoing, and subject

to Section 5.04(b), Seller shall cause each Acquired Company to perform in all material respects the Company Contracts to

which such Acquired Companies is a party and use commercially reasonable efforts consistent with good business practice to preserve the

goodwill of the suppliers, contractors, lenders, Governmental Authorities, licensors, customers, distributors and others having business

relations with the Acquired Companies.

(b)            Without

limiting Section 5.04(a), except: (i) as set forth on Schedule 5.04(b) of the Disclosure Schedules;

(ii) as would not be reasonably likely to cause a Major Project Change (with respect to clauses (F), (G), (I), and (N) of

this Section 5.04(b) only); or (iii) with the express written approval of Purchaser, such approval not to

be unreasonably withheld or delayed, during the Interim Period, Seller shall cause each Acquired Company not to:

(A)           transfer

any of the Acquired Interests to any Person or create or suffer to exist any Lien upon the Acquired Interests other than the Permitted

Equity Encumbrances;

(B)            issue,

grant, deliver or sell or authorize or propose to issue, grant, deliver or sell, or purchase or propose to purchase, any of its equity

securities (other than the sale and delivery of the Acquired Interests pursuant to this Agreement, the issuance of membership interests

in TE HoldCo pursuant to the Tax Equity ECCA, and the sale of interests in the Project HoldCo pursuant to the TE HoldCo MIPA), options,

warrants, calls, rights, exchangeable or convertible securities, commitments or agreements of any character, written or oral, obligating

it to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any of its equity

securities (other than pursuant to this Agreement, the Tax Equity ECCA and the TE HoldCo MIPA);

set aside or pay any dividends on or make any other distributions in respect of the Acquired Interests, or combine, split or reclassify

any of the Acquired Interests or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution

for any of the Acquired Interests, other than distributions to Seller of any loan proceeds received under the Financing Agreement (in

accordance therewith) or any other amounts described in Section 2.05 or in any of clauses (i) through (vi) of Section 5.07(a) of

the A&R LLCA;

(D)            take

any action or enter into any commitment with respect to or in contemplation of any liquidation, dissolution, recapitalization, reorganization

or other winding up of business or operations;

(E)            open

or establish any new accounts with financial institutions, other than as required by any Financing Document or Tax Equity Agreement;

(F)            make

any material change in its business or operations, except such changes as may be required to comply with any applicable Law;

(G)            make

any material capital expenditures (or enter into any Contracts in respect of material capital expenditures) other than as contemplated

by the Company Contracts or any Tax Equity Agreement;

(H)            merge

any Acquired Company into or with any other Person or consolidate any Acquired Company with any other Person;

(I)             enter

into any Contract for the purchase of real property or any interests therein, other than as contemplated by any Tax Equity Agreement;

(J)             acquire,

or enter into any Contract for any acquisitions (by merger, consolidation, or acquisition of stock or assets or any other business combination),

of any Person or business or any division thereof, other than as contemplated by any Tax Equity Agreement;

(K)           sell,

lease (as lessor), transfer or otherwise dispose of (including any transfers to any of its Affiliates), or mortgage or pledge, or impose

or suffer to be imposed any Lien on, any of its assets or properties, other than: (1) inventory and personal property sold

or otherwise disposed of in the ordinary course of business; (2) Permitted Liens; or (3) as contemplated by any

Financing Document or Tax Equity Agreement;

(L)            create,

incur, assume or guarantee, or agree to create, incur, assume or guarantee, any Indebtedness for borrowed money, or enter into any “keep

well” or other agreement to maintain the financial condition of another Person or into any arrangement having the economic effect

of any of the foregoing (including entering into, as lessee, any capitalized lease obligations as defined in Statement of Financial Accounting

Standards No. 13), other than any Indebtedness arising from the Financing Agreement or any other Financing Document;

(M)           make

any loans or advances to any Person (other than another Acquired Company), except in the ordinary course of business consistent with

past practice;

(N)            except

for the execution of the Tax Equity Agreements, enter into any Contract that would constitute a Company Contract or amend, modify, grant

a waiver in respect of, cancel or consent to the termination of any Company Contract other than any amendment, modification or waiver

which is not material to such Company Contract and is otherwise in the ordinary course of business; provided that the applicable

Acquired Company may terminate its Energy Storage Agreement or Capacity Agreement without express written approval, so long as the applicable

Acquired Company has at least an Energy Storage Agreement or Capacity Agreement in effect;

(O)            enter

into or adversely amend, modify or waive any rights under, in each case, in any material respect, any material Contract (or series of

related Contracts) with Seller or any Affiliate of Seller other than the entry into or amendment, modification, or waiver of any such

Contracts on an arms’-length basis which are not in the aggregate materially adverse to the business of Target Company or any Acquired

Company;

(P)            make

any material change in accounting policies or practices (including any change in depreciation or amortization policies) of any Acquired

Company, except as required under GAAP or if such change would not have a material adverse effect on Purchaser, or revalue any of the

Target Company’s or any Acquired Company’s assets;

(Q)            in

each case, except as required by any Tax Equity Document, make or change any material Tax election, change an annual accounting period,

adopt or change any accounting method with respect to Taxes, file any material amended Tax Return, or enter into any closing agreement

(as described in Section 7121 of the Code), settle or compromise any proceeding with respect to any material Tax claim or assessment,

surrender any right to claim a material refund of Taxes, consent to any extension or waiver of the limitation period applicable to any

material Tax claim or assessment relating to the Target Company or any other Acquired Company or take any other similar action relating

to the filing of any material Tax Return or the payment of any material Tax;

(R)            pay,

discharge, settle or satisfy any claims, liabilities or obligations prior to the same being due in excess of fifty thousand dollars ($50,000)

in the aggregate other than as due and payable in the ordinary course under material Contracts;

(S)            hire

any employees or adopt any Employee Plans;

(T)            except

as contemplated pursuant to any Tax Equity Agreement, enter into any joint venture;

(U)            fail

to maintain insurance coverage substantially equivalent to its insurance coverage as in effect on the date hereof; or

(V)            otherwise

make any commitment to do any of the foregoing in this Section 5.04.

the foregoing, Seller may permit the Acquired Companies to take commercially reasonable actions with respect to emergency situations

so long as Seller shall, upon receipt of notice of any such actions, promptly inform Purchaser of any such actions taken outside the

ordinary course of business.

5.05.       Fulfillment

of Conditions. Each Party shall take all commercially reasonable steps necessary or desirable, and proceed diligently and in

good faith, to satisfy each condition to the obligations of the other Party contained in this Agreement.

5.06.       Further

Assurances. During the Interim Period, each Party shall use its commercially reasonable efforts to execute and deliver, or cause

to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions

as may be necessary to consummate the transactions contemplated by this Agreement, including such actions at its expense as are necessary

in connection with obtaining or providing any third party consents or notices and all Governmental Approvals required to be obtained

by Seller. During the Interim Period, each Party shall cooperate with the other Party and provide any information regarding such Party

necessary to assist the other Party in making any filings or applications or providing notices required to be made with any Governmental

Authority. Notwithstanding anything to the contrary contained in this Section 5.06, if the Parties are in an adversarial

relationship in litigation or arbitration, the furnishing of any documents or information in accordance herewith shall be solely subject

to applicable rules relating to discovery and the remainder of this Section 5.06 shall not apply.

5.07.       Purchaser’s

Substitute Support Obligations.

(a)            Purchaser

acknowledges that Seller and certain Affiliates have provided certain credit support pursuant to the support obligations and related

agreements described on Part I of Schedule 3.01(y) of the Disclosure Schedules (collectively, the “Support

Obligations”). From the Execution Date and continuing until the earlier of the termination of this Agreement or the replacement

or release of each Support Obligation, Purchaser shall use commercially reasonable efforts to negotiate a replacement of each such Support

Obligation (each, a “Substitute Support Obligation”) with the beneficiary thereof or to effect the complete and unconditional

release of each such Support Obligation in a manner reasonably satisfactory to Purchaser, Seller and the beneficiary thereof, including

by means of a letter of credit, escrow, posting a bond or cash deposit or other arrangements. The effective date of the Substitute Support

Obligations shall be no earlier than the First Phase MC Funding.

(b)            From

the Execution Date and continuing until the earlier of: (i) the termination of this Agreement; (ii) the effective

date of the applicable Substitute Support Obligation, if any; and (iii) the date such Support Obligation is no longer required

to be maintained under the applicable Company Contract, Seller shall, and shall cause its Affiliates to: (A) maintain each

Support Obligation in full force and effect in accordance with the requirements under the applicable Company Contract; (B) perform

all of its obligations under each Support Obligation; and (C) not amend, modify, grant a waiver in respect of, cancel or

consent to the termination of any Support Obligation; provided that solely to the extent that a Support Obligation cannot be released,

terminated or replaced by Purchaser at or prior to the First Phase MC Funding Date or is set forth on Part II of Schedule

3.01(y) of the Disclosure Schedules (each, a “Retained Support Obligation”), subject to Section 5.07(c) below,

Seller shall, and shall cause its Affiliates to, perform its obligations with respect to each such Support Obligation.

the extent there is a Retained Support Obligation, Purchaser shall: (i) indemnify and hold harmless Seller and its Affiliates

(as applicable) from and against any and all Losses that may be suffered, incurred or sustained by any of them or to which any of them

become subject, resulting from a claim on any such Retained Support Obligation, after the Closing Date and arising out of or relating

to the business, operations, properties, assets or obligations of any Acquired Company conducted, existing or arising after the Closing

Date (including as a result of any draw or demand for or making of any payment by Seller or any such Affiliate of Seller under any Retained

Support Obligation); (ii) diligently continue to seek the release, termination and replacement of such Retained Support Obligation

as required pursuant to Section 5.07(a); and (iii) reimburse Seller or its Affiliates (as applicable) for the

actual out-of-pocket costs of, and fees paid by, Seller or its Affiliates in maintaining such Retained Support Obligation, accruing at

any time after the Closing Date, until such time as such Retained Support Obligation is replaced; provided that Purchaser’s

indemnification obligations under clause (i) shall not affect Seller’s indemnification obligations under Section 5.07(d) or

Section 6.01.

(d)            Following

the replacement of a Support Obligation by Purchaser for a Project pursuant to a Substitute Support Obligation, Seller shall indemnify

and hold harmless Purchaser and its Affiliates (as applicable) from and against any and all Losses that may be suffered, incurred or

sustained by any of them or to which any of them become subject, resulting from a claim on any such Substitute Support Obligation and

arising out of or relating to the business, operations, properties, assets or obligations of any Acquired Company conducted, existing

or arising at or prior to the Closing Date (including as a result of any draw or demand for or making of any payment by Purchaser or

any such Affiliate of Purchaser under any Substitute Support Obligation).

5.08.       Tax

Matters.

(a)            All

Transfer Taxes, if any, arising out of or in connection with the consummation of the transactions contemplated by this Agreement shall

be shared equally by Purchaser and Seller. The Party required by Law to file a Tax Return related to Transfer Taxes in connection with

any transaction or action contemplated by this Agreement will do so within the time period required by Law and inform the other Party

of its share and provide a copy of the return, but will first use commercially reasonable efforts to provide such Tax Returns to the

other Party at least ten (10) Business Days prior to the date such Tax Returns are due to be filed and the Parties will work in

good faith to resolve any disagreement with respect to such Tax Returns.

(b)            All

real property Taxes, personal property Taxes and similar obligations of any Acquired Company imposed by any Governmental Authority that

are due or become due for Tax periods within which the Closing Date occurs shall be apportioned between Seller for the pre-Closing Date

period (which shall include the Closing Date), on the one hand, and the applicable Acquired Company for the post-Closing Date period,

on the other hand, as of the Closing Date, based upon the actual number of days of the Tax period that have elapsed before and after

the Closing Date, and any income Taxes imposed on any Acquired Company shall be allocated between the pre-Closing Date period and the

post-Closing Date period as though a taxable year of the applicable Acquired Company has ended on (and includes) the Closing Date (collectively,

the “Apportioned Obligations”).

shall be responsible for the portion of such Apportioned Obligations attributable to the period ending on (and including) the Closing

Date. The Target Company (or the applicable Acquired Companies) shall be responsible for the portion of such Apportioned Obligations

attributable to the period beginning after the Closing Date. Each Party shall cooperate in assuring that Apportioned Obligations that

are the responsibility of Seller pursuant to the preceding sentences are paid by Seller, and that Apportioned Obligations that are the

responsibility of any Acquired Company pursuant to the preceding sentence shall be paid by such Acquired Company.

(d)            If

any refund, rebate or similar payment is received by any Acquired Company for any real property Taxes, personal property Taxes or similar

obligations referred to above that are Apportioned Obligations, such refund shall be apportioned between Seller and the applicable Acquired

Company as aforesaid on the basis of the obligations of the Acquired Companies during the applicable Tax period. Any refund, rebate or

similar payment received by any Acquired Company for any income Tax or Transfer Tax (other than Transfer Taxes governed under Section 5.08(a))

attributable to the pre-Closing Date period, as determined above, shall be for the benefit of Seller; and any such refund, rebate or

similar payment attributable to the post-Closing Date period, as determined above, shall be for the benefit of the applicable Acquired

Company.

(e)            For

any Taxes with respect to which the taxable period (or portion thereof) of the applicable Acquired Company ends on or before the Closing

Date, Seller shall, at its sole cost and expense, timely prepare and file with the appropriate authorities all Tax Returns required to

be filed by the applicable Acquired Company, and pay or cause to be paid all Taxes shown to be due thereon. After the Closing Date, each

Acquired Company shall, at its sole cost and expense, timely prepare and file, or cause to be timely prepared and filed, with the appropriate

authorities all other Tax Returns required to be filed by such Acquired Company, and pay all Taxes shown to be due thereon.

(f)             Seller

and Purchaser shall reasonably cooperate, and shall cause their respective Affiliates, employees and agents reasonably to cooperate,

in preparing and filing all Tax Returns of each Acquired Company, including maintaining and making available to each other all records

that are necessary for the preparation of any Tax Returns that the Party is required to file under this Section 5.08, and

in resolving all Actions or Proceedings, and audits or examinations with respect to such Tax Returns.

(g)            Notwithstanding

the foregoing, the provisions of this Section 5.08 shall be subject to, and the Seller’s rights pursuant to this Section 5.08

shall be limited to the extent inconsistent with, the terms of the Tax Equity Documents and the rights of the parties thereunder.

5.09.       No

Solicitation. Until the Closing or, if earlier, termination of this Agreement, Seller shall not, and shall not authorize or permit

the Acquired Companies, any of their Affiliates or any of their Representatives to, directly or indirectly: (a) encourage,

solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (b) enter into discussions or negotiations

with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (c) enter into any agreements

or other instruments (whether or not binding) regarding an Acquisition Proposal. Seller shall immediately cease and cause to be terminated,

and shall cause the Acquired Companies, any of their Affiliates and all of their Representatives to immediately cease and cause to be

terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an

Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean (other than with respect to the transactions

contemplated by any Financing Document and the TE HoldCo MIPA) any inquiry, proposal or offer from any Person concerning: (i) a

merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Acquired

Companies; (ii) the issuance or acquisition of equity securities of the Acquired Companies; or (iii) the sale,

lease, exchange or other disposition of any significant portion of the Acquired Companies’ properties or assets.

5.10.       Purchaser

Parent Guaranty. Purchaser shall, concurrently with the execution and delivery of this Agreement, cause to be executed and delivered

to Seller the Purchaser Parent Guaranty.

5.11.      Seller

Parent Guaranty. Seller shall, concurrently with the execution and delivery of this Agreement, cause to be executed and delivered

to Purchaser the Seller Parent Guaranty.

5.12.      Tax

Equity Agreements; Tax Credit Monetization.

(a)            As

soon as practicable following the Execution Date, Seller shall enter into (or shall cause the Target Company or the applicable Acquired

Company to enter into) the Tax Equity ECCA, the TE HoldCo MIPA and the other Tax Equity Documents to be entered into upon the execution

of the Tax Equity Agreements (the execution of the foregoing, the “Tax Equity Signing”). The form and substance of

Tax Equity the ECCA and the TE HoldCo MIPA, along with each schedule, exhibit or annex thereto (including each other Tax Equity Agreement)

and the initial Tax Equity Model, in each case, shall be subject to the prior written consent of Purchaser (which consent shall not be

unreasonably withheld or delayed, except that such consent may be withheld in Purchaser’s sole discretion with respect to (i) each

Purchaser Tax Equity Guaranty, (ii) any Purchaser Tax Credit Transfer Guaranty, (iii) the Base Case Model and

Tax Equity Model, and (iv) the terms and conditions of a “flip” or the allocation or re-allocation of risks and

benefits resulting from a Tax Credit Transfer Transaction, and the other commercial terms in this Agreement).

(b)            Following

the Tax Equity Signing, Seller shall promptly provide to Purchaser true, complete and correct copies of each such Contract or document,

including any schedule, exhibit or annex thereto, and, with respect to the Tax Equity ECCA, the following documents delivered pursuant

to the Tax Equity ECCA: (i) the Tax Equity Model, (ii) the Reports and (iii) the Title Proformas.

During the period from the Tax Equity Signing until the date that is fifteen (15) Business Days thereafter, if either Party reasonably

determines that any term or provision of this Agreement that makes reference to a Tax Equity Document requires amendment or modification

in light of the final, executed version of such Tax Equity Document, such Party shall promptly notify the other Party of the foregoing,

and each Party shall, acting reasonably and in good faith, work together with the other Party to prepare and negotiate appropriate amendments

hereto (with the understanding that any such amendment shall seek to maintain the allocation of risks and benefits, and preserve the

other commercial terms, in this Agreement) to be entered into by the Parties; provided that, for the avoidance of doubt, any such

amendment shall be subject to the mutual agreement of the Parties pursuant to Section 8.08.

5.13.       Duties

of the Initial Manager. Seller hereby acknowledges and agrees, for itself and on behalf of its Affiliates, that the duties required

to be performed by the “Manager” (as defined in the A&R LLCA) under the A&R LLCA constitute a portion of the “Services”

(as defined pursuant to that certain Second Amended and Restated Master Services Agreement, dated as of April 30, 2024, by and among

Clearway Energy, Inc., Clearway Energy LLC, Purchaser Parent and CEG (the “Master Services Agreement”)), and

shall be performed by CEG or an Affiliate thereof at no additional cost to Purchaser for so long as (a) the Master Services

Agreement shall remain in full force and effect, (b) Purchaser shall act as the “Manager” under the A&R LLCA;

and (c) CEG shall remain an indirect owner of Seller.

Article 6

Indemnification

6.01.       Indemnification

by Seller. Seller hereby indemnifies and holds harmless the Purchaser Indemnified Parties in respect of, and holds each of them

harmless from and against, any and all Losses suffered, incurred or sustained by any of them or to which any of them become subject,

resulting from, arising out of or related to (a) any breach of any representation, warranty, covenant, agreement or obligation

made by Seller in this Agreement or any certificate delivered by Seller pursuant to this Agreement (with any breach and the calculation

of any Losses therefrom determined without regard to any Material Adverse Effect or other materiality qualifier), (b) the

matters referenced on Schedule 6.01 (provided, however, with respect to any Losses for which Purchaser or its Affiliate

is or becomes indemnified by a third party with respect to any matters referenced on Schedule 6.01, Seller shall have no

obligation to indemnify Purchaser with respect to such Losses); or (c) except to the extent included in the calculation of

the Purchase Price, any Transaction Expense of any Acquired Company as of the Closing Date; provided that the foregoing indemnity

shall not apply to Losses to the extent caused by the gross negligence or willful misconduct of Purchaser Indemnified Parties or their

agents, officers, employees or contractors. If a Purchaser Indemnified Party has recovered any Losses pursuant to one subsection of this

Section 6.01, such Purchaser Indemnified Party shall not be entitled to recover the same Losses under another subsection

of this Section 6.01 or any other contract or agreement related to a Project between Purchaser or any of its Affiliates,

on the one hand, and Seller or any of its Affiliates, on the other hand.

6.02.       Indemnification

by Purchaser. Purchaser hereby indemnifies and holds harmless the Seller Indemnified Parties in respect of, and holds each of

them harmless from and against, any and all Losses suffered, incurred or sustained by any of them or to which any of them become subject,

resulting from, arising out of or relating to any breach by Purchaser of any representation, warranty, covenant, agreement or obligation

made by Purchaser in this Agreement or any certificate delivered by Purchaser pursuant to this Agreement; provided that the foregoing

indemnity shall not apply to Losses to the extent caused by the gross negligence or willful misconduct of Seller Indemnified Parties

or their agents, officers, employees or contractors. If a Seller Indemnified Party has recovered any Losses pursuant to one subsection

of this Section 6.02, such Seller Indemnified Party shall not be entitled to recover the same Losses under another subsection

of this Section 6.02 or any other contract or agreement related to a Project between Seller or any of its Affiliates, on

the one hand, and Purchaser or any of its Affiliates, on the other hand.

6.03.       Survival

of Representations, Warranties, Covenants and Agreements. The representations, warranties, covenants, agreements and obligations

of Seller and Purchaser contained in this Agreement are material, were relied on by such Parties, and will survive the Closing Date as

provided in this Section 6.03. Subject to the limitations and other provisions of this Agreement, the representations and

warranties contained herein shall survive the Closing for twelve (12) months after the Closing Date; provided that: (i) the

representations and warranties contained in Section 3.01(a) (Existence), Section 3.01(b) (Authority),

Section 3.01(g) (Brokers), Section 3.01(i)(i), Section 3.01(i)(ii), Section 3.01(i)(v),

and Section 3.01(i)(ix) (Company and the Acquired Companies), Section 3.02(a) (Existence), Section 3.02(b) (Authority)

and Section 3.02(h) (Brokers) (collectively, the “Fundamental Representations”) shall survive the

Closing for five (5) years after the Closing Date; and (ii) the representations and warranties in Section 3.01(k) (Taxes)

shall survive the Closing until thirty (30) days after the expiration of the applicable Tax statute of limitations. The indemnity obligations

of Seller pursuant to Section 6.01(b) shall survive until (A) as to item 1 of Schedule 6.01, any

right of a counterparty of a Project Company to receive Delay Damaged has expired or been terminated; and (B) as to item

2 of Schedule 6.01, until the Purchaser Tax Equity Guaranty or Purchaser Tax Credit Transfer Guaranty (if any) has expired or

been terminated and any claims thereunder are fully and finally resolved and no longer subject to appeal or rehearing. The other covenants,

agreements and obligations in this Agreement to be performed shall survive until the date on which they have been fully performed. No

claim under this Agreement may be made unless such Party shall have delivered, with respect to any claim under Section 6.01 or

Section 6.02, a written notice of claim prior to the applicable survival expiration date; provided that, if written

notice for a claim of indemnification has been provided by the Indemnified Party pursuant to Section 6.04(a) on or prior

to the applicable survival expiration date, then the obligation of the Indemnifying Party to indemnify the Indemnified Party pursuant

to this Article 6 shall survive with respect to such claim until such claim is finally resolved.

6.04.       Limitations

on Claims.

(a)            An

Indemnifying Party shall have no obligation to indemnify an Indemnified Party until the aggregate amount of all Losses incurred that

are subject to indemnification by such Indemnifying Party pursuant to this Article 6 equal or exceed [***] of the Purchase

Price (the “Deductible”) in which event the Indemnifying Party shall be liable for Losses only to the extent they

are in excess of the Deductible; provided, that the Deductible shall not apply to Losses resulting from, arising out of or relating

to (i) any Fraudulent Action; (ii) the matters referenced on Schedule 6.01; or (iii) a breach of

any Fundamental Representations.

(b)            The

aggregate liability of the Seller Indemnifying Parties and the Purchaser Indemnifying Parties under this Article 6 resulting

from any claims under any breaches of representations or warranties herein and in any certificates delivered pursuant hereto shall be

limited to an amount equal to [***] of the Purchase Price (the “Cap”); provided, that the Cap shall not apply

to Losses resulting from, arising out of or relating to: (i) any Fraudulent Action or (ii) a breach of the Fundamental

Representations. The aggregate liability of the Seller Indemnifying Parties or the Purchaser Indemnifying Parties, as applicable, resulting

from breaches of representations or warranties (including Fundamental Representations), covenants, agreements or obligations made in

this Agreement or in any certificates delivered pursuant hereto (including, for the avoidance of doubt, in respect of the matters referenced

on Schedule 6.01 other than item 2 of Schedule 6.01), shall be limited to an amount equal to the Purchase Price (the “Aggregate

Cap”); provided, that the Aggregate Cap shall not apply to Losses resulting from, arising out of or relating to the

matters referenced in item 2 of Schedule 6.01; provided, further, in no event shall the sum of Seller’s liability

resulting from any claims under item 2 of Schedule 6.01, in the aggregate, exceed the Tax Loss Cap.

amount of any claim pursuant to this Article 6 will be reduced by the amount of (i) any actual recovery under

insurance policies that provide coverage; (ii) any actual recovery of reimbursement, indemnification or payment from any

third Person; and (iii) the amount of any Tax benefit (which for this purpose means any reduction in cash Taxes payable that

would otherwise be due or the receipt of a refund of Taxes by the Indemnified Parties (or, in the case of an Indemnified Party that is

either a disregarded entity, partnership or other pass-through entity for U.S. federal income tax purposes, the ultimate taxpayer(s) with

respect to such entity), in each case only with respect to the taxable year in which the Loss was incurred or paid) to the Indemnified

Party in respect of such claim or the facts or events giving rise to such indemnity obligation. If the Indemnified Party realizes such

payment or Tax benefit after the date on which an indemnity payment has been made to the Indemnified Party, the Indemnified Party shall

promptly make payment to the Indemnifying Party in an amount equal to such payment or Tax benefit; provided, that such payment

shall not exceed the amount of the indemnity payment.

(d)            Notwithstanding

any provision of this Agreement to the contrary, neither Purchaser nor Seller shall be obligated to indemnify any Seller Indemnified

Party or Purchaser Indemnified Party, as applicable, for any Losses to the extent such Loss is accounted for in the determination of

the Adjusted Purchase Price Amount pursuant to the Adjusted Purchase Price Model.

6.05.       Procedure

for Indemnification of Third Party Claims.

(a)            Notice.

Whenever any claim by a third party shall arise for indemnification under this Article 6, the Indemnified Party shall promptly

notify the Indemnifying Party of the claim and, when known, the facts constituting the basis for such claim and, if known, the notice

shall specify the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall provide to the

Indemnifying Party copies of all material notices and documents (including court papers) received or transmitted by the Indemnified Party

relating to such claim. The failure or delay of the Indemnified Party to deliver prompt written notice of a claim shall not affect the

indemnity obligations of the Indemnifying Party hereunder, except to the extent the Indemnifying Party was actually disadvantaged by

such failure or delay in delivery of notice of such claim.

(b)            Settlement

of Losses. If the Indemnified Party has assumed the defense of any claim by a third party which may give rise to indemnity hereunder

pursuant to this Article 6, the Indemnified Party shall not settle, consent to the entry of a judgment of or compromise such

claim without the prior written consent (which consent shall not be unreasonably withheld or delayed) of the Indemnifying Party.

6.06.       Rights

of the Indemnifying Party in the Defense of Third Party Claims.

(a)            Right

to Assume the Defense. In connection with any claim by a third party which may give rise to indemnity hereunder, the Indemnifying

Party shall have thirty (30) days after the date the Indemnifying Party is notified of such claim by the Indemnified Party to assume

the defense of any such claim, which defense shall be prosecuted by the Indemnifying Party to a final conclusion or settlement in accordance

with the terms hereof.

(b)            Procedure.

If the Indemnifying Party assumes the defense of any such claim, the Indemnifying Party shall: (i) select counsel reasonably

acceptable to the Indemnified Party to conduct the defense of such claim; and (ii) take all steps necessary in the defense

or settlement thereof, at its sole cost and expense. The Indemnified Party shall be entitled to participate in (but not control) the

defense of any such claim, with its own counsel and at its sole cost and expense; provided, that, if the claim includes allegations

for which the Indemnifying Party both would and would not be obligated to indemnify the Indemnified Party, the Indemnifying Party and

the Indemnified Party shall in that case jointly assume the defense thereof. The Indemnified Party and the Indemnifying Party shall fully

cooperate with each other and their respective counsel in the defense or settlement of such claim. The Party in charge of the defense

shall keep the other Party apprised at all times as to the status of the defense or any settlement negotiations with respect thereto.

of Losses. The Indemnifying Party shall not consent to a settlement of or the entry of any judgment arising from, any such claim

or legal proceeding, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or

delayed).

(d)            Decline

to Assume the Defense. The Indemnified Party may defend against any such claim, at the sole cost and expense of the Indemnifying

Party, in such manner as it may deem reasonably appropriate, including settling such claim in accordance with the terms hereof, if: (i) the

Indemnifying Party does not assume the defense of any such claim resulting therefrom within thirty (30) days after the date the

Indemnifying Party is notified of such claim by the Indemnified Party; or (ii) the Indemnified Party reasonably concludes

that the Indemnifying Party is: (A) not diligently defending the Indemnified Party; (B) not contesting such claim

in good faith through appropriate proceedings; or (C) has not taken such action (including the posting of a bond, deposit

or other security) as may be necessary to prevent any action to foreclose a Lien against or attachment of any asset or property of the

Indemnified Party for payment of such claim; provided, that, in the case of this clause (ii), the Indemnified Party will provide

written notice to the Indemnifying Party of Indemnified Party’s conclusion, and Indemnifying Party shall have failed to take the

applicable actions within thirty (30) days of such written notice.

6.07.       Direct

Claims. In the event that any Indemnified Party has a claim against any Indemnifying Party which may give rise to indemnity hereunder

that does not involve a claim brought by a third party, the Indemnified Party shall promptly notify the Indemnifying Party of the claim

and the facts constituting the basis for such claim and, if known, the amount or an estimate of the amount of the liability arising therefrom.

If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from receipt of such claim notice that the Indemnifying

Party disputes such claim, the amount of such claim shall be conclusively deemed a liability of the Indemnifying Party hereunder; provided,

that if the Indemnifying Party does notify the Indemnified Party that it disputes such claim within the required thirty (30) day period,

the Parties shall attempt in good faith to agree upon the rights of the respective Parties with respect to such claim. If the Parties

should so agree, a memorandum setting forth such agreement shall be prepared and signed by both Parties. If such Parties shall not agree,

the Indemnified Party shall be entitled to take any action in law or in equity as such Indemnified Party shall deem necessary to enforce

the provisions of this Article 6 against the Indemnifying Party.

6.08.       Exclusive

Remedy. Absent any Fraudulent Action, the indemnities set forth in this Article 6 shall be the exclusive remedies

of Purchaser and Seller and their respective members, officers, directors, employees, agents and Affiliates due to misrepresentation,

breach of warranty, nonfulfillment or failure to perform any covenant or agreement contained in this Agreement, and the Parties shall

not be entitled to a rescission of this Agreement or to any further indemnification rights or claims of any nature whatsoever in respect

thereof, all of which the Parties hereto hereby waive.

6.09.       Mitigations.

(a)            Each

of the Parties agrees to take all commercially reasonable steps to mitigate their respective Losses upon and after becoming aware of

any event or condition which would reasonably be expected to give rise to any Losses that are indemnifiable hereunder.

(b)            Upon

making any payment to the Indemnified Party for any indemnification claim pursuant to this Article 6, the Indemnifying Party

shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any third parties with

respect to the subject matter underlying such indemnification claim and the Indemnified Party shall assign any such rights to the Indemnifying

Party.

6.10.       Indemnity

Treatment. Any amount of indemnification payable pursuant to the provisions of this Article 6 shall, to the extent

permitted by law, be treated as an adjustment to the Purchase Price (as determined for all relevant Tax purposes).

Article 7

Termination

7.01.       Termination.

This Agreement may be terminated at any time prior to the Closing Date as follows:

(a)            by

mutual written consent of Seller and Purchaser;

(b)            by

either Party if the Closing has not occurred on or before July 30, 2028 (the “Outside Date”), and the failure

to reach the Closing Date was not caused by a breach of this Agreement by the terminating Party;

Purchaser if there has been a breach by Seller of any representation, warranty, covenant or agreement contained in this Agreement that:

(i) would result in a failure of a condition set forth in Section 4.01, as applicable; and (ii) either

(A) is a breach of Seller’s obligations to transfer the Acquired Interests at Closing in accordance with this Agreement;

or (B) such breach has not been cured, or by its nature cannot be cured, within thirty (30) days following written notification

thereof; provided, that if, at the end of such thirty (30) day period, Seller is endeavoring in good faith, and proceeding diligently,

to cure such breach, Seller shall have an additional thirty (30) days in which to effect such cure; and

(d)            by

Seller if there has been a breach by Purchaser of any representation, warranty, covenant or agreement contained in this Agreement that:

(i) would result in a failure of a condition set forth in Section 4.01, as applicable; and (ii) such

breach has not been cured, or by its nature cannot be cured, within thirty (30) days following written notification thereof; provided,

that if, at the end of such thirty (30) day period, Purchaser is endeavoring in good faith, and proceeding diligently, to cure such breach,

Purchaser shall have an additional thirty (30) days in which to effect such cure.

7.02.       Effect

of Termination.

(a)            If

this Agreement is validly terminated pursuant to Section 7.01, this Agreement will forthwith become null and void, and there

will be no liability or obligation on the part of either Purchaser or Seller (or any of their respective Representatives or Affiliates)

in respect of this Agreement, except that the applicable portions of this Section 7.02, and the entirety of Article 6

and Article 8 will continue to apply following any termination; provided, that nothing in this Section 7.02

shall release any Party from liability for any breach of this Agreement by such Party prior to the termination of this Agreement (and

any attempted termination by the breaching Party shall be void).

(b)            Upon

termination of this Agreement by a Party for any reason: (i) Purchaser shall return all documents and other materials of

Seller relating to the Target Company and the Acquired Companies, the assets or properties of the Target Company and the Acquired Companies

and the transactions contemplated hereby; and (ii) Seller shall return all documents and other materials of Purchaser relating

to the transactions contemplated hereby. Each Party shall also return to the other Party any information relating to the Parties to this

Agreement furnished by one Party to the other, whether obtained before or after the execution of this Agreement. All information received

by each Party with respect to the Target Company, the Acquired Companies, the assets of the Target Company, the assets of the Acquired

Companies or the other Party shall remain subject to the provisions of Section 8.06.

Article 8

GENERAL PROVISIONS

8.01.       Notices.

All notices, requests and other communications hereunder must be in writing and will be deemed to have been duly given only if delivered

personally, by email, by reputable national overnight courier service or by registered or certified mail (postage prepaid) to the Parties

at the following addresses or email addresses, as applicable:

If to Purchaser,

to:

Honeycomb 2 Purchaser LLC

c/o Clearway Energy Inc.

300 Carnegie Center Drive, Suite 300

Princeton, NJ 08540

Attn: [***]

Email: [***]

If to Seller, to:

Honeycomb 2 CE Seller LLC

c/o Renew Development HoldCo LLC

[***]

Attention: [***]

E-mail: [***]

With a copy to:

Renew Development HoldCo LLC[***]

[***]

Attention: [***]

E-mail: [***]

Notices, requests and other communications will

be deemed given upon the first to occur of such item having been: (a) delivered personally (or refusal of delivery) to the

address provided in this Section 8.01; (b) delivered by confirmed email transmission to the email address provided

in this Section 8.01; or (c) delivered (or refusal of such delivery) by registered or certified mail (postage

prepaid) or by reputable national overnight courier service in the manner described above to the address provided in this Section 8.01

(in each case regardless of whether such notice, request or other communication is received by any other Person to whom a copy of such

notice, request or other communication is to be delivered pursuant to this Section 8.01). Any Party from time to time may

change its address, email address or other information for the purpose of notices to that Party by giving notice specifying such change

to the other Party.

8.02.       Entire

Agreement. This Agreement and the documents referenced herein supersede all prior discussions and agreements, whether oral or

written, between the Parties with respect to the subject matter hereof, and contain the entire agreement between the Parties with respect

to the subject matter hereof.

8.03.       Specific

Performance. The Parties to this Agreement agree that if any of the provisions of this Agreement were not performed in accordance

with their specific terms or were otherwise breached, irreparable damage would occur and money damages may not be a sufficient remedy.

In addition to any other remedy at law or in equity, each of Purchaser and Seller shall be entitled to specific performance by the other

Party of its obligations under this Agreement and immediate injunctive relief, without the necessity of proving the inadequacy of money

damages as a remedy.

8.04.        Time

of the Essence. Time is of the essence with regard to all duties and time periods set forth in this Agreement.

8.05.       Expenses.

Except as otherwise expressly provided in this Agreement, whether or not the transactions contemplated hereby are consummated, each Party

will pay its own costs and expenses incurred in connection with the negotiation, execution and performance of this Agreement.

8.06.       Confidentiality;

Disclosures. This Agreement is confidential, and neither Party shall disclose the terms and conditions of this Agreement to any

other Person (other than such Party’s Affiliates and its and their respective officers, directors, employees, representatives,

agents and advisors) or issue, or permit any of its Affiliates to issue, any press release or otherwise make any public statements or

announcements regarding this Agreement or the transactions contemplated by this Agreement without the prior written consent (which consent

will not be unreasonably withheld, conditioned or delayed) of the other Party, except as otherwise determined to be necessary or appropriate

to comply with applicable Law or any rules or regulations of any supervisory authority, regulatory authority or other Governmental

Authority having jurisdiction over it or any of its Affiliates (including the Securities and Exchange Commission and the New York Stock

Exchange), in which case, the Party required to make such disclosure or issue such press release or public announcement shall use reasonable

efforts to provide the other Party a reasonable opportunity to comment on such disclosure, press release or public announcement in advance

thereof. Notwithstanding the foregoing, nothing contained in this Agreement shall limit either Party’s (or either Party’s

respective Affiliates’) rights to disclose the existence of this Agreement and the general nature of the transactions described

herein on any earnings call or in similar discussions with financial media or analysts, stockholders and other members of the investment

community.

8.07.       Waiver.

Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver

shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition

and delivered pursuant to Section 8.01. No waiver by any Party of any term or condition of this Agreement, in any one or

more instances, shall be deemed to be or construed as a waiver of the same or any other term or condition of this Agreement on any future

occasion. All remedies, either under this Agreement or by Law or otherwise afforded, will be cumulative and not alternative.

8.08.       Amendment.

This Agreement may be amended, supplemented or modified only by a written instrument duly executed by or on behalf of each Party.

8.09.       No

Third Party Beneficiary. The terms and provisions of this Agreement are intended solely for the benefit of each Party and their

respective successors or permitted assigns, and it is not the intention of the Parties to confer third party beneficiary rights upon

any other Person other than any Person entitled to indemnity under Article 6.

8.10.       Assignment.

The obligations of the Parties under this Agreement are not assignable without the prior written consent of the other Party, which such

Party may withhold in its discretion; provided, that Purchaser may assign this Agreement, including the right to acquire the Acquired

Interests, without the prior written consent of Seller, to: (a) any Affiliate of Purchaser; or (b) any financial

institution providing purchase money or other financing to Purchaser from time to time as collateral security for such financing, in

each case so long as Purchaser remains fully liable for its obligations under this Agreement.

8.11.       Severability.

If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights

or obligations of any Party under this Agreement shall not be materially and adversely affected thereby: (a) such provision

shall be fully severable; (b) this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable

provision had never comprised a part hereof; and (c) the remaining provisions of this Agreement shall remain in full force

and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance here from.

8.12.       Governing

Law. THIS AGREEMENT AND ALL DISPUTES AND CONTROVERSIES ARISING HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ALL RESPECTS IN

ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF EXCEPT FOR SECTIONS

5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

8.13.       Consent

to Jurisdiction.

(a)            For

all purposes of this Agreement, and for all purposes of any Action or Proceeding arising out of or relating to the transactions contemplated

hereby or for recognition or enforcement of any judgment, each Party hereto submits to the personal jurisdiction of the courts of the

State of New York and the federal courts of the United States sitting in New York County, and hereby irrevocably and unconditionally

agrees that any such Action or Proceeding may be heard and determined in such New York court or, to the extent permitted by law, in such

federal court. Each Party hereto agrees that a final judgment in any such Action or Proceeding may be enforced in any other jurisdiction

by suit on the judgment or in any other manner provided by Law. Nothing in this Agreement shall affect any right that any Party may otherwise

have to bring any Action or Proceeding relating to this Agreement against the other Party or its properties in the courts of any jurisdiction.

(b)            Each

Party hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so:

(i)             any

objection which it may now or hereafter have to the laying of venue of any Action or Proceeding arising out of or relating to this Agreement

or any related matter in any New York state or federal court located in New York County; and

(ii)            the

defense of an inconvenient forum to the maintenance of such Action or Proceeding in any such court.

Party hereto irrevocably consents to service of process by registered mail, return receipt requested, as provided in Section 8.01.

Nothing in this Agreement will affect the right of any Party hereto to serve process in any other manner permitted by Law.

8.14.       Waiver

of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY HEREBY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY LEGAL ACTION

TO ENFORCE OR INTERPRET THE PROVISIONS OF THIS AGREEMENT OR THAT OTHERWISE RELATES TO THIS AGREEMENT.

8.15.       Limitation

on Certain Damages. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NO PARTY SHALL BE LIABLE TO ANY OTHER PARTY FOR

ANY CONSEQUENTIAL, SPECIAL, INDIRECT, SPECULATIVE, EXEMPLARY, OR PUNITIVE DAMAGES (COLLECTIVELY, “CONSEQUENTIAL DAMAGES”)

FOR ANY REASON WITH RESPECT TO ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER BASED ON STATUTE, CONTRACT, TORT OR OTHERWISE

AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT; PROVIDED,

THAT ANY LOSSES ARISING OUT OF THIRD PARTY CLAIMS FOR WHICH A PARTY IS ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT SHALL NOT CONSTITUTE

CONSEQUENTIAL DAMAGES. FOR THE AVOIDANCE OF DOUBT, AN ACTION FOR THE PAYMENT OF THE PURCHASE PRICE SHALL NOT BE CONSIDERED CONSEQUENTIAL

DAMAGES.

8.16.       Disclosures.

Seller or Purchaser may, at its option, include in the Disclosure Schedules items that are not material in order to avoid any misunderstanding,

and any such inclusion, or any references to dollar amounts, shall not be deemed to be an acknowledgment or representation that such

items are material, to establish any standard of materiality or to define further the meaning of such terms for purposes of this Agreement.

In no event shall the inclusion of any matter in the Disclosure Schedules be deemed or interpreted to broaden Seller’s or Purchaser’s

representations, warranties, covenants or agreements contained in this Agreement. Neither the specification of any dollar amount in any

representation nor the mere inclusion of any item in a schedule or in the Disclosure Schedules as an exception to a representation or

warranty shall be deemed an admission by a Party that such item represents a material fact, event or circumstance or that such item is

reasonably likely to result in a Material Adverse Effect on, the Target Company, the Acquired Companies or Purchaser.

8.17.       PDF

Signature; Counterparts. This Agreement may be executed by PDF signature or the use of any other secure signature software

including DocuSign, in any number of counterparts, each of which will be deemed an original, but all of which together will constitute

one and the same instrument.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties

have caused this Membership Interest Purchase Agreement to be executed and delivered by their duly authorized officers as of the date

first above written.

Seller:

Honeycomb

2 CE Seller LLC,

a Delaware limited liability company

By:

/s/

Steven Ryder

Name:

Steven Ryder

Title:

Vice President

[HONEYCOMB 2 –

CWEN MIPA]

Purchaser:

Honeycomb

2 purchaser LLC,

Delaware limited liability company

By:

/s/

Stephen P. Miller

Name:

Stephen P. Miller

Title:

Vice President

[HONEYCOMB 2 – CWEN MIPA]

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v3.26.3

Cover

Oct. 01, 2026

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Oct. 01, 2026

Entity File Number

001-36002

Entity Registrant Name

Clearway Energy, Inc.

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0001567683

Entity Tax Identification Number

46-1777204

Entity Incorporation, State or Country Code

Entity Address, Address Line One

902 Carnegie Center

Entity Address, Address Line Two

Suite 520

Entity Address, City or Town

Princeton

Entity Address, State or Province

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08540

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609

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608-1525

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Class C Common Stock, par value $0.01

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CWEN

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NYSE

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