Contract analysis

Section 1.1 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlled by" and "under common control with")

Section 1.2 — Interpretation Unless the context otherwise requires, in this Agreement: (a) the term "including" (and with correlative meaning, "include" and "includes") means including without limitation; (b) the headings of Articles, Sections, and subsections are inserted for convenience of reference only and shall not affect the interpretation of this Agreement; (c) words importing the singular include the plural a

ARTICLE II — DEMAND REGISTRATION RIGHTS

Section 2.1 — Demand Registration At any time and from time to time following the expiration of the Lock-Up Period (subject to Section 2.8), the Holder (together with any Permitted Transferees then holding Registrable Securities) may make a written request (a "Demand Notice") to the Company that the Company file a Registration Statement under the Securities Act covering the resale of all or any portion of the Registr

Section 2.2 — Number of Demand Registrations The Holder shall be entitled to an unlimited number of Demand Registrations; provided, however, that the Company shall not be obligated to effect more than three (3) Demand Registrations in any twelve (12)-month period (measured from the effective date of the first Demand Registration Statement in such period). A request for a Demand Registration shall not be counted as a

Section 2.3 — Minimum Threshold The Company shall not be obligated to effect any Demand Registration unless the aggregate gross proceeds from the Registrable Securities proposed to be registered in such Demand Registration are reasonably expected to be at least Fifty Million Dollars ($50,000,000), based on the then-current market price of the Common Stock as reported on the New York Stock Exchange (or such other nati

Section 2.4 — Priority and Cut-Back (Demand Registration) If a Demand Registration involves an Underwritten Offering and the Managing Underwriter for such Underwritten Offering advises the Company and the Holder in writing that, in its reasonable opinion, the number of shares of Common Stock proposed to be included in such Underwritten Offering exceeds the number of shares that can be sold in such offering without ma

Section 2.5 — Withdrawal of Demand Registration The Holder may withdraw a Demand Registration at any time prior to the effectiveness of the applicable Demand Registration Statement by providing written notice of withdrawal to the Company. If the Holder withdraws a Demand Registration in accordance with this Section 2.5, such withdrawn Demand Registration shall not be counted as a Demand Registration for purposes of t

Section 2.6 — Postponement and Suspension (Blackout Periods) (a) Notwithstanding any other provision of this Article II, the Company may postpone the filing of a Demand Registration Statement or, if a Demand Registration Statement has already been filed and become effective, suspend the use of such effective Demand Registration Statement and require the Holder to suspend any disposition of Registrable Securities purs

Section 2.7 — Underwritten Demand Offerings (a) The Holder may request, in its Demand Notice or by subsequent written notice to the Company, that any Demand Registration be effected in the form of an Underwritten Offering. If the Holder requests an Underwritten Offering, the Holder shall have the right to select the Managing Underwriter and any co-managing underwriters for such Underwritten Offering, subject to the C

Section 2.8 — Restrictions During Lock-Up Period Notwithstanding anything to the contrary in this Article II, no Demand Registration may be requested by the Holder or effected by the Company during the one hundred eighty (180)-day Lock-Up Period following the date of the final prospectus relating to the IPO; provided, however, that the Holder may deliver a Demand Notice to the Company during the last thirty (30) days

ARTICLE III — PIGGYBACK REGISTRATION RIGHTS

Section 3.1 — Piggyback Registration If, at any time following the expiration of the Lock-Up Period, the Company proposes to file a Registration Statement under the Securities Act with the Commission for a public offering of Common Stock, whether for the Company's own account or for the account of any other securityholder of the Company (other than (i) a registration statement on Form S-4 or Form S-8 (or any successo

Section 3.2 — Priority and Cut-Back (Piggyback Registration) If a Piggyback Registration involves an Underwritten Offering and the Managing Underwriter for such Underwritten Offering advises the Company and the Holder in writing that, in its reasonable opinion, the number of shares of Common Stock proposed to be included in such Underwritten Offering exceeds the Maximum Offering Size, then the Company shall include i

Section 3.3 — Withdrawal from Piggyback Registration (a) The Holder may withdraw all or any portion of its Registrable Securities from a Piggyback Registration at any time prior to the effectiveness of the applicable Registration Statement by providing written notice to the Company. Such withdrawal shall not affect the Company's obligation to complete the registration for its own account or the account of other secur

Section 3.4 — Restrictions During Lock-Up Period Notwithstanding any other provision of this Article III, no Piggyback Registration rights may be exercised by the Holder during the one hundred eighty (180)-day Lock-Up Period following the date of the final prospectus relating to the IPO. During the Lock-Up Period, the Company shall have no obligation to provide Piggyback Notices to the Holder, and the Holder shall ha

ARTICLE IV — SHELF REGISTRATION

Section 4.1 — Shelf Registration Statement (a) At any time after the Company becomes eligible to use Form S-3 (or any successor short-form registration statement) for secondary offerings, the Holder may request in writing that the Company file a registration statement on Form S-3 for a shelf registration providing for the resale of all Registrable Securities on a delayed or continuous basis pursuant to Rule 415 under

Section 4.2 — Shelf Takedowns (a) At any time while a Shelf Registration Statement is effective, the Holder may initiate an offering of all or any portion of the Registrable Securities registered under such Shelf Registration Statement (a "Shelf Takedown") by providing written notice to the Company specifying the number of Registrable Securities to be offered and the intended method of distribution (including whether

Section 4.3 — Cut-Back (Shelf Takedowns) If the Managing Underwriter for an Underwritten Shelf Takedown advises the Company and the Holder in writing that, in its reasonable opinion, the number of shares of Common Stock proposed to be included in such Underwritten Shelf Takedown exceeds the Maximum Offering Size, then the shares to be included in such Underwritten Shelf Takedown shall be allocated in the same order o

Section 4.4 — Suspension of Shelf Registration Statement (a) The Company may suspend the use of the Shelf Registration Statement and any prospectus forming a part thereof during any Blackout Period, subject to the same conditions, limitations, and notice requirements as are applicable to Blackout Periods under Section 2.6. Without limiting the foregoing, the Company shall not suspend the use of the Shelf Registration

ARTICLE V — REGISTRATION PROCEDURES AND EXPENSES

Section 5.1 — Registration Expenses vs. Selling Expenses (a) "Registration Expenses" shall mean all fees, costs, and expenses incurred in connection with any Demand Registration, Piggyback Registration, Shelf Registration, or Shelf Takedown effected pursuant to this Agreement, including: (i) all SEC registration and filing fees; (ii) all New York Stock Exchange listing fees and expenses (or fees and expenses of such

Section 5.2 — Company Obligations in Connection with Registration In connection with each Demand Registration, Piggyback Registration, Shelf Registration, and Shelf Takedown effected pursuant to this Agreement, the Company shall: (a) Prepare and file with the Commission the applicable Registration Statement, including all required exhibits, financial statements, and schedules, and use its reasonable best efforts to c

Section 5.3 — Holder Obligations In connection with each registration effected pursuant to this Agreement, the Holder shall: (a) Furnish to the Company in writing such information regarding the Holder (and any Permitted Transferees participating in such registration) and the proposed distribution of the Registrable Securities as shall be reasonably required by the Company, its legal counsel, or the Managing Underwrit

ARTICLE VI — TRANSFERABILITY AND PERMITTED TRANSFEREES

Section 6.1 — Transferability of Registrable Securities The Holder may transfer, sell, assign, pledge, or otherwise dispose of all or any portion of the Registrable Securities in accordance with applicable law, the terms of this Agreement, and any applicable lock-up restrictions, including the Lock-Up Agreement and the Underwriting Agreement. Nothing in this Section 6.1 shall be deemed to restrict or limit the Holder

Section 6.2 — Assignment of Registration Rights The Holder may assign all or any portion of its rights under this Agreement to any Permitted Transferee, provided that: (a) such Permitted Transferee acquires Registrable Securities from the Holder (or from another Permitted Transferee that has previously been assigned rights hereunder) in a transfer that is in compliance with applicable securities laws; (b) the Company

Section 6.3 — No Assignment to Competitors Notwithstanding anything to the contrary in Section 6.2, the Holder shall not assign any of its rights under this Agreement to any Person who is, or whose Affiliates are, a direct competitor of the Company in the utility-scale renewable-energy development and operating business, as reasonably determined by the Board in good faith. If a dispute arises as to whether a proposed

ARTICLE VII — INDEMNIFICATION AND CONTRIBUTION

Section 7.1 — Indemnification by the Company The Company shall indemnify and hold harmless, to the fullest extent permitted by law, the Holder, each Permitted Transferee that sells Registrable Securities pursuant to a Registration Statement, and their respective directors, officers, partners, limited partners, members, managers, employees, agents, and representatives, and each Person who controls any of the foregoing

Section 7.2 — Indemnification by the Holder The Holder shall indemnify and hold harmless, to the fullest extent permitted by law, the Company and its directors, officers, employees, agents, and representatives, and each Person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an "Indemnified Company Party"), against any and all Losses arising out

Section 7.3 — Indemnification Procedures (a) Promptly after receipt by any Person entitled to indemnification under this Article VII (an "Indemnified Party") of notice of the commencement of any action, suit, claim, or proceeding (a "Claim") against such Indemnified Party in respect of which indemnification may be sought hereunder, such Indemnified Party shall give written notice thereof to the party from whom indemn