S-1

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If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

This is an initial public offering of our common stock. We are offering shares of our common stock. We anticipate that the initial public offering price of our common stock will be between $ and $ per share.

Prior to this offering, there has been no public market for our common stock. We intend to apply to list our common stock on the New York Stock Exchange under the symbol “LEC.”

We are an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act of 1933, as amended, and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings.

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 21.

To the extent that the underwriters sell more than shares of common stock, the underwriters have the option to purchase up to an additional shares from us within 30 days from the date of this prospectus at the initial public offering price less the underwriting discount.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares of common stock to the purchasers on , 2015.

Neither we nor the underwriters have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell, and seeks offers to buy, only the shares of common stock offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus or any free writing prospectus is current only as of the date of this document, regardless of its time of delivery or the time of any sale of shares of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

Persons who come into possession of this prospectus and any such free writing prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus and any such free writing prospectus applicable to that jurisdiction.

Upon the completion of this offering, we will be a holding company with certain U.S. operating subsidiaries that are “public utilities” (as defined in the Federal Power Act, or “FPA”) and, therefore, subject to the jurisdiction of the U.S. Federal Energy Regulatory Commission, (“FERC,”) under the FPA. While our U.S. operating subsidiaries that are subject to FPA regulation will hold certain limited exemptions from the FPA’s direct and indirect merger and acquisition provisions, a purchaser or direct or indirect holder of ten percent or more of our voting securities may not hold such exemptions. The FPA places certain restrictions and requirements on the transfer to a “holding company” under FPA Section 203(a)(2) of an amount of our voting securities sufficient to convey direct or indirect control over us, and FERC’s regulations assume that a direct or indirect voting right of ten percent or greater constitutes control. The FPA requires the holding company either to obtain prior authorization from FERC prior to the transfer of an amount of our common stock sufficient to convey direct or indirect “control” over any of our public utility subsidiaries, or to qualify for a blanket authorization granted under FERC’s regulations for certain types of transfers generally deemed by FERC not to convey direct or indirect “control.” We intend to conduct this offering in a manner consistent with FERC’s guidance on “control” and the requirements for applicable authorizations granted under FERC’s regulations. Additionally, our amended and restated certificate of incorporation will prohibit, absent prior FERC authorization, any person that is a “holding company” from acquiring, through this offering or in subsequent purchases other than secondary market transactions, an amount of our common stock sufficient to convey direct or indirect “control” over any of our public utility subsidiaries without the prior written consent of our board of directors and authorization of FERC. This prospectus does not constitute an offer to sell any share of our common stock to any person in violation of these or any other provisions of our amended and restated certificate of incorporation, or any applicable regulation or order of the FERC.

This prospectus includes industry data and forecasts that we obtained from industry publications and surveys, public filings and internal company sources. Statements as to our market position and market estimates are based on independent industry publications, government publications, third-party forecasts, management’s estimates and assumptions about our markets and our internal research. While we are not aware of any misstatements regarding the market, industry or similar data presented herein, such data involve risks and uncertainties and are subject to change based on various factors, including those discussed under the headings “Forward-Looking Statements” and “Risk Factors” in this prospectus. In addition, estimates of historical growth rates in the markets where we operate are not necessarily indicative of future growth rates in such markets.

We own or have rights to various trademarks, service marks and trade names that we use in connection with the operation of our business and that are protected under applicable intellectual property laws. This prospectus may also contain trademarks, service marks and trade names of third parties, which are the property of their respective owners. Our use or display of third parties’ trademarks, service marks, trade names or products in this prospectus is not intended to, and should not be read to, imply a relationship with or endorsement or sponsorship of us.

Certain information in this prospectus is presented in British pounds. In this prospectus, references to “£” and “British pounds” are to the lawful currency of the United Kingdom, and references to “$,” “US$,” “U.S. dollars” and “dollars” are to the lawful currency of the United States. All dollar amounts herein are in U.S. dollars, unless otherwise stated.

The following chart sets forth for each of 2010, 2011, 2012, 2013 and 2014, and each completed month to date during 2015, the high, low, period average and period end noon buying rates in the City of New York for cable transfers of British pounds as certified for customs purposes by the Federal Reserve Bank of New York expressed as U.S. dollars per British pound.

Our inclusion of these exchange rates is not meant to suggest that the British pound amounts actually represent such U.S. dollar amounts or that such amounts could have been converted into U.S. dollars at any particular rate or at all.

For information on the impact of fluctuations in exchange rates on our operations, see “Risk Factors—Risks Related to Our Projects—Currency exchange rate fluctuations may have an impact on our financial results and condition” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Quantitative and Qualitative Disclosure About Market Risk—Foreign Currency Risk.”

LightBeam Electric Company plans to acquire the Initial Portfolio (as defined below) through consummation of the Acquisitions (as defined below) of the Founding Companies (as defined below) concurrently with the completion of this offering and has been deemed the accounting acquirer. The financial statements of the Founding Companies listed below are presented as follows:

Certain of the Founding Companies, Solar Power Generation Portfolio (“SPGP”), Green States Energy, Inc. and subsidiaries (“GSE”) and Global Ampersand LLC (“Global”) and subsidiaries being acquired in these Acquisitions have been deemed to be predecessors. In instances where we are acquiring groups of related companies that collectively comprise a single business, we have considered the facts and circumstances surrounding the history of each entity to determine which of the Founding Companies to present as the reporting entity. Accordingly, this prospectus includes audited annual historical financial statements and unaudited interim historical financial statements for LightBeam Electric Company and each of the predecessors, as applicable. This prospectus does not include historical financial statements of certain entities comprising the Huerfano wind project we are acquiring from subsidiaries of Tamra-Tacoma Capital Partners, LLC and does not include the historical financial statements of Fifty ID RE Ltd., which will acquire the Constantine Wind Energy Portfolio, the Muirden Energy Portfolio and the Mosscliff Environmental Portfolio, as the assets, liabilities and operations of those two entities are not materially significant to an understanding of our business or future prospects after giving effect to the Acquisitions and the completion of the offering and financing. In addition, this prospectus contains certain pro forma financial information about LightBeam Electric Company, giving effect to the consummation of the Acquisitions and completion of this offering and the financing. See “Unaudited Pro Forma Condensed Combined Financial Information.”

This prospectus contains references to Adjusted EBITDA and cash available for distribution, which are not measures under generally accepted accounting principles in the United States (“U.S. GAAP”) and, therefore, may differ from definitions of these measures used by other companies in our industry. We define Adjusted EBITDA as net income plus interest expense, income tax expense, depreciation and amortization and certain non-cash items. We define cash available for distribution as net cash provided by operating activities, determined in accordance with U.S. GAAP, as adjusted for the items set forth under “Cash Dividend Policy—General—Estimate of Future Cash Available for Distribution.” We disclose Adjusted EBITDA and cash available for distribution because we believe that these measures may assist investors in assessing our financial performance and the anticipated cash flow from our projects. Neither of these measures should be considered the sole measure of our performance and should not be considered in isolation from, or as a substitute for, the financial statements included elsewhere in this prospectus prepared in accordance with U.S. GAAP. For further discussion of the limitations of these non-U.S. GAAP measures and the reconciliations of Adjusted EBITDA to net income and cash available for distribution to net cash provided by (used in) operating activities, see “Selected Historical Financial Data” and footnote (b) thereto and “Cash Dividend Policy” elsewhere in this prospectus.

PROSPECTUS SUMMARY

The following summary highlights information contained elsewhere in this prospectus. It does not contain all the information you need to consider in making your investment decision. You should read this entire prospectus carefully before making your investment decision and should consider, among other things, the matters set forth under “Risk Factors,” “Selected Historical Financial Data,” “Unaudited Pro Forma Condensed Combined Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the financial statements appearing elsewhere in this prospectus.

Unless the context provides otherwise, references herein to “we,” “our,” “us,” and “our company” refer to LightBeam Electric Company, a Delaware corporation, after giving effect to the Acquisitions. Concurrently with the completion of this offering, our initial Members will sell their ownership interests in the Founding Companies to LightBeam, which we refer to as the “Acquisitions,” in return for cash and shares of our common stock and, in certain cases, contingent consideration. See “The Acquisitions.” Unless otherwise indicated, the information contained in this prospectus assumes: (i) the Acquisitions have been consummated; (ii) an initial public offering price of $ per share of common stock (the midpoint of the estimated offering price range set forth on the cover page of this prospectus); (iii) the payment of a -for-1 stock dividend to the current stockholders of LightBeam immediately prior to the consummation of the Acquisitions and this offering; and (iv) the underwriters have not exercised their option to purchase additional shares.

About LightBeam Electric Company

We are a growth and yield oriented company formed to acquire and manage high quality clean and renewable electric generation projects with stable, long-term cash flow. Our primary business objective is to pay our stockholders a consistent and growing cash dividend that is sustainable on a long-term basis. Upon the completion of this offering, we will own a diversified portfolio of projects that are operational, under construction or in advanced development, with a total generating capacity of approximately 239 MW in the United Kingdom and the United States consisting primarily of solar, as well as wind and biomass power generation. The projects in our Initial Portfolio will sell substantially all of their electric generating output pursuant to PPAs with creditworthy counterparties, with a capacity-weighted, average remaining life of approximately 19 years. With these agreements and the addition of new electric generating capacity over time, we expect to generate stable and growing cash flow available for distribution to our stockholders.

A differentiating part of our growth strategy is our LDN. Through our LDN, we have developed mutually beneficial relationships with an international group of regional developers who operate in attractive, high growth markets. We have selected our initial Members based on their experience in identifying, developing and operating global clean and renewable power generation projects, the quality of their projects in operation and under construction, and their potential to contribute additional projects to us in the future. We believe that our initial Members are well-positioned to continue to take advantage of the rapid growth of the global clean and renewable power market because of their local knowledge, relationships and expertise.

Our initial Members are those developers from whom we will acquire our Initial Portfolio. We also have entered into options to purchase (collectively, “Purchase Options”) certain additional projects from our initial Members and additional developers with a total generating capacity of approximately 104 MW, which would increase the size and breadth of our portfolio. Although we plan to primarily acquire projects in operation, we may also acquire projects that are under construction or in advanced development with minimal risk of delay or incompletion.

believe that our relationships with global financial institutions and the cultivation of our relationships with leading vendors of services and equipment required in the electric generation industry will provide our Members with improved access to construction financing on more favorable terms, and increased purchasing power and reduced costs for their procurement of equipment and services. As a result, we expect that our Members will be able to execute their development activities on a more efficient and profitable basis, and that participation in our LDN will provide our Members with greater liquidity and diversification of their project investments as well as a high degree of visibility on our project requirements, while aligning their interests with ours.

We expect that this relationship with our initial Members, as well as the Purchase Options, will provide us with opportunities to add new electric generation capacity to our portfolio in the future. We believe that our initial Members will continue to contribute additional projects to us as we believe they would prefer to be a part of our strategic partnership rather than sell their projects to larger companies that compete with them. We also believe that the benefits of our LDN will attract other regional developers to become Members, which will provide us with additional growth opportunities. See “Business—Our LightBeam Developer Network.”

We were founded in 2008, but have conducted minimal operations and have not generated significant revenue to date. We will not conduct any significant operations and generate significant revenue unless we successfully complete the Acquisitions and this offering. We cannot assure you that we will successfully complete the Acquisitions, which will be a condition to the completion of this offering.

Current Operations

We expect to generate approximately $ million and $ million of cash available for distribution for the 12 months ended June 30, 2016 and December 31, 2016, respectively. We have established our initial quarterly dividend level based upon a targeted annual payout ratio of approximately % of projected annual cash available for distribution. Accordingly, we expect to set our initial quarterly dividend at $ per share of common stock, or $ per share on an annual basis. See “Cash Dividend Policy.”

We intend to target a % annualized growth rate in our cash available for distribution per share over the -year period following the completion of this offering.

The following chart provides an overview of our Initial Portfolio by counterparty credit rating, contract duration, technology and region, in each case based on MW capacity.

Project Description

Location

COD

Rated
MW⁽¹⁾

# of
Projects

Counterparty

Counterparty
Credit
Rating

Remaining
Duration⁽²⁾

Solar

Bradenstoke

Wiltshire, U.K.

Q3 - 2015

70.4

U.K. Structure⁽³⁾

U.K. Structure

⁽⁴⁾

Owl’s Hatch

Kent, U.K.

Q1 - 2015

51.9

U.K. Structure⁽³⁾

U.K. Structure

⁽⁴⁾

Hadlow

Kent, U.K.

Q1 - 2015

18.9

U.K. Structure⁽³⁾

U.K. Structure

⁽⁴⁾

North Farm

Dorset, U.K.

Q1 - 2015

11.5

U.K. Structure⁽³⁾

U.K. Structure

⁽⁴⁾

Southfield Farm

Somerset, U.K.

Q3 - 2015

9.2

U.K. Structure⁽³⁾

U.K. Structure

⁽⁴⁾

Bake Farm

Wiltshire, U.K.

Q3 - 2015

5.0

U.K. Structure⁽³⁾

U.K. Structure

⁽⁴⁾

Newlands

Weymouth, U.K.

Q3 - 2015

5.0

U.K. Structure⁽³⁾

U.K. Structure

⁽⁴⁾

Crowpitts

Devon, U.K.

Q3 - 2015

4.9

U.K. Structure⁽³⁾

U.K. Structure

⁽⁴⁾

North Carolina

North Carolina, U.S.

2011

5.2

Tennessee Valley Authority

Aaa /AA+

Massachusetts 1

Massachusetts, U.S.

2014

4.4

Town of Sandwich

A2 / AA+

Massachusetts 2

Massachusetts, U.S.

2014

3.8

MA Dev Financial Agency

A3 / A+

New Mexico 1

New Mexico, U.S.

2011

2.9

Southwestern Public Service Co.

Baa1 / A-

New Mexico 2

New Mexico, U.S.

2013

2.5

City of Roswell

Aa3 / AA

195.6

Project Description

Location

COD

Rated
MW⁽¹⁾

# of
Projects

Counterparty

Counterparty
Credit
Rating

Remaining
Duration⁽²⁾

Biomass

El Nido

California, U.S.

2011

⁽⁵⁾

12.5

PG&E

Baa1 / BBB

Chowchilla

California, U.S.

2011

⁽⁵⁾

12.5

PG&E

Baa1 / BBB

25.0

Wind

CWE

Multiple Locations, U.K.

2012 - Q3-15

8.8

Opus Energy
Ltd.; Smartest
Energy Ltd; EDF
Energy

U.K. Structure

⁽⁴⁾

18-20

Huerfano

Colorado, U.S.

2013

8.0

San Isabel
Electric Authority

Not Rated

⁽⁶⁾

Muirden Portfolio

Multiple Locations, U.K.

2014 - Q2-15

0.9

U.K. Structure⁽³⁾

U.K. Structure

⁽⁴⁾

Mosscliff Portfolio

Multiple Locations, U.K.

2013 - Q1-15

0.6

U.K. Structure⁽³⁾

U.K. Structure

⁽⁴⁾

19-20

18.3

Total

238.9

103

(1)

With regard to solar projects, all references to rated capacity (e.g., MW) refer to measurements of direct current, or “DC,” except where otherwise noted. The rated capacities of our biomass, natural gas and wind projects are based on alternating current, or “AC,” output.

(2)

For U.K. projects, the expiration is shown as the year when the FIT or ROC incentive expires. For other projects, expiration is shown as the last year in which the primary power sales agreement expires. The remaining duration is as of December 31, 2014.

(3)

The U.K. projects that have not yet reached COD do not have FIT or ROC contracts in place. Nevertheless, U.K. energy suppliers are required to purchase FIT project output (which is intended to be less than the aggregate of all the suppliers’ renewable obligations) and those who participate in the ROC program are required to pay the ROC buyout price for requirements that are not met by the purchase of ROC project output, so the revenues for these projects when completed can be reasonably estimated based on that assumption (see “Business—Our Initial Portfolio—Typical Project Agreements—Energy Sale Arrangements in the U.K.”).

(4)

U.K. Government Supported Renewable Contract Structure: Electricity suppliers in the U.K. are required to participate in the FIT program and, as a result of government policy, economically incentivized to participate in the ROC program (see “Business—Our Initial Portfolio—Typical Project Agreements—Energy Sale Arrangements in the U.K.”). While many electricity suppliers do not have credit ratings, the contracted cash flows are supported by the required participation of all electricity suppliers. We consider the cash flows from these projects to be as secure as projects with high credit counterparties.

(5)

Date of repowering is listed here instead of the original COD.

(6)

San Isabel Electric Association, Inc. (“San Isabel”) is a rural electric cooperative, providing retail electric service in all or parts of seven counties in Southern Colorado. San Isabel is one of 44 member cooperatives in Tri-State Generation and Transmission Association, Inc. (“Tri-State”), a taxable wholesale electric power generation and transmission cooperative operating on a not-for-profit basis. Tri-State has an issuer rating of Baa1 and A by Moody’s Investors Service Inc. (”Moody’s”) and Standard & Poor’s Rating Services (“S&P”), respectively, and a senior unsecured rating of A-1 by Fitch Rating Inc. (“Fitch”).

The following charts provide an overview of the fuel source, geographic and counterparty characteristics of our Initial Portfolio.

LOGO

(1)

See footnote 4 to the chart of projects in our Initial Portfolio above.

Our Growth Strategy

We believe we are well-positioned to expand our ownership of global clean and renewable energy generation projects through our relationships with our initial Members and with additional developers that become Members of our LDN. Fragmentation within the global renewable power market has created inefficiency but also provides for opportunity. Energy policy and regulation tend to be regionalized, and regional developers often possess local knowledge, relationships and expertise that provide them with a competitive advantage in developing clean and renewable power projects. However, regional developers also face a number of competitive challenges because of their lack of purchasing power and economies of scale relative to larger energy companies. These challenges include a higher cost of capital and more difficulty obtaining financing, less favorable pricing on equipment and services, and uncertainty regarding the ability to monetize their projects. We have developed our LDN in order to address these challenges, enabling these developers to compete more effectively and to drive the ongoing growth of their businesses and, in turn, support our growth objectives. We believe our LDN will provide our Members with a series of benefits that will ultimately help them improve their competitiveness and enhance their overall economic returns, including monetization of assets, efficiencies of transaction replication, improved access to financing on more favorable terms, benefits of purchasing power, increased efficiency and alignment of interests. See “Business—Our LightBeam Developer Network.”

We believe that, as the benefits of our LDN to our initial Members become more widely known in the global clean and renewable power generation market, we will be able to expand our network of Members to increase the number of potential projects we may acquire in the future.

The table below provides information about the projects for which we have entered into Purchase Options. Upon commencing commercial operations, these projects are expected to have many of the characteristics of the projects in our Initial Portfolio, including long-term contracts with creditworthy counterparties and recently or newly constructed, long-lived projects that we believe will generate stable cash flow.

The acquisition of the projects in the table set forth above is subject to negotiation of definitive agreements, due diligence, achievement of development milestones in certain cases, our ability to secure the funds necessary to consummate the acquisitions through debt and/or equity financing, third-party consents, regulatory approvals, approval by our independent directors and other conditions. See “ Risk Factors—Risks Related to Our Acquisition Strategy and Future Growth—We may not exercise the Purchase Options or close on the acquisitions of the projects included in the Purchase Options and may not enter into additional Purchase Options on favorable terms, or at all.”

Our primary business objective is to pay our stockholders a consistent and growing cash dividend that is sustainable on a long-term basis. We expect to accomplish this in the following manner:

Secure Future Acquisitions from Current and Future Members of our LDN. We expect that our initial Members and additional developers that join our LDN will be our most significant source of future acquisitions. We believe that our highly differentiated strategy targeting an alternative means for regional developers to monetize their operating projects and projects under construction will attract additional high quality energy companies to join our LDN. We also believe that the Purchase Options we have entered into, together with additional ones we intend to secure following this offering, will help to ensure a strong pipeline of acquisition opportunities.

Focus Globally on High Quality Diversified Assets in Low Risk Environments. Our goal is to become a top-tier global clean and renewable independent power producer. Our Initial Portfolio consists of projects in the United Kingdom and the United States. We selected these jurisdictions because they have stable governments and highly-developed economies that are large consumers of electricity. These regions have a significant presence of high quality regional energy companies as well as regulatory climates that are favorable to producers of clean and renewable energy. We expect to acquire on a global basis additional high quality projects in stable markets from experienced, regional developers. Our Initial Portfolio is also diversified by fuel source,

consisting primarily of solar, as well as wind and biomass. We expect that any additional projects we acquire will utilize such fuel sources or other proven sources. We believe that such geographic and fuel source diversification will tend to reduce the magnitude of individual project risk or regional exposure to climactic, regulatory, political, economic and other geographic risks or risks related to a particular sector of the clean and renewable energy industry. We expect that this will provide a more stable cash flow profile over the long term than a non-diversified portfolio, while also providing us with access to opportunities in additional markets that are expected to experience significant growth in clean and renewable energy generation.

Maintain Sound Financial Practices and Prudent Leverage to Grow our Cash Dividend. We intend to maintain a commitment to disciplined financial practices and prudent leverage to enable us to pay a consistent and growing cash dividend to, and serve the long-term interests of, our stockholders. Our financial practices will include a risk and credit policy focused on transacting with creditworthy counterparties, a hedging policy designed to reduce interest rate and currency exchange risks and a dividend policy, which is based on distributing a significant portion of cash available for distribution each quarter. We intend to evaluate various alternatives for financing future acquisitions to use our leverage effectively and efficiently to maximize our cash available for distribution.

Our Competitive Strengths

We believe that we are well positioned to execute our business strategy because of the following competitive strengths.

Our LightBeam Developer Network. We believe that our LDN presents a compelling alternative for a diverse international group of regional developers to monetize their high quality clean and renewable generation projects and to enhance their regional competitiveness. We select Members with experience in developing and operating stable projects, possessing growing pipelines of future projects under construction and established relationships in their regional markets, presenting growth opportunities for them and us. Since we do not currently engage in development activities in the markets in which our Members are active, we believe that we do not compete with such activities and that participating in our LDN will present a more attractive alternative for developers than monetizing their assets through arrangements with competitors. We believe that the mutually beneficial relationships of our LDN create a valuable and durable alignment of interests to ensure we are working collaboratively toward a common set of objectives. As of the date of this prospectus, our LDN has no operating history. See “Business—Our LightBeam Developer Network.”

Contracted Projects with Stable Cash Flow from Creditworthy Counterparties. The contracted, diverse nature of our Initial Portfolio supports stable cash flow. Our projects sell electricity to a diverse set of creditworthy counterparties. These contracts have a capacity-weighted average remaining life of approximately 18.7 years.

New, Diverse Portfolio of High-Quality Generating Assets. We benefit from an Initial Portfolio that consists primarily of recently constructed projects and projects under construction. All of our completed projects were constructed with equipment produced by experienced manufacturers and have achieved a COD within the past four years. Our Initial Portfolio is composed of 103 high quality projects with approximately 239 MW of clean and renewable energy capacity. We expect the diversification of our Initial Portfolio geographically and by fuel source should reduce our exposure to risks specific to particular sectors of the clean and renewable energy industry. We believe that the modern and high quality nature of our Initial Portfolio will result in relatively low operating and maintenance costs and will help us to achieve our expected levels of availability and performance.

Experienced Strategic and Operational Management. Our executive management team has extensive experience in managing public companies, developing and financing projects, identifying and closing acquisitions, and understanding regulation and regulatory environments, including over 100 years of combined

experience in energy and project finance. The members of our board of directors also have experience with clean and renewable energy, project finance and acquisitions, including as executives of energy companies and other publicly-traded companies, regulatory officials, investment bankers and corporate attorneys. We believe that this blend of experience in our industry and with managing public companies will serve to support our efforts in identifying, acquiring and integrating profitable clean and renewable energy projects.

We believe that the experience of our executive management and board of directors in energy, project finance and acquisitions, as well as the management and operational expertise of our Members, will enable us to efficiently acquire and integrate profitable clean and renewable energy projects.

Industry Overview

According to the U.S. Energy Information Administration (“EIA”) International Energy Outlook 2013, global net electricity generation is expected to grow at a compound annual growth rate (“CAGR”) of 2.8% from 2010 to 2020. Although the 2008-2009 global economic recession slowed the rate of growth in global demand for electricity, demand returned in 2010. According to the EIA, net electricity generation from renewable energy accounted for 20.6% of global net electricity generation in 2010, making it the third largest contributor after coal and natural gas. Over the period from 2010 to 2020, the EIA expects net electricity generation from renewable energy to be the fastest growing source of net electricity generation at a CAGR of 4.5%.

Renewable energy is generated using naturally-replenishing resources such as water, wind, sunlight, plant and wood waste / biomass, and geothermal energy. In many parts of the world, increasing concerns regarding manufacturing jobs, security of energy supply and the environmental consequences of greenhouse gas emissions (“GHG”), as well as the outlook for fossil-fuel prices, have resulted in governmental policies that support an increase in electricity generation from renewable energy. The significant growth in electricity generation from renewable energy is principally the result of an improvement in the cost competitiveness of renewable energy technologies and support from governments to increase the contribution of electricity generation from renewable energy. By 2020, net electricity generation from renewable energy is projected to account for 24.4% of global net electricity generation. While wind and solar resources are intermittent, depending on the time of day and climatic conditions, improving storage technology and the dispersing of wind power and solar power projects over wide geographic areas can mitigate these concerns.

Renewable Power Generation Market in the United Kingdom

The U.K. faces the challenges of replacing life-expiring coal and nuclear generating capacity and complying with policy objectives to cut carbon emissions.

The Department of Energy and Climate Change (“DECC”) estimates that about a fifth of the U.K.’s electricity generating capacity may have to close over this decade as the U.K.’s power stations age and as EU environmental legislation, notably the Large Combustion Plant Directive (“LCPD”) and Industrial Emissions Directive (“IED”), impose stricter standards. Specifically, there is a requirement to close coal and oil stations that have “opted out” of the LCPD that is expected to lead to the retirement of 12 GW of major capacity in Great Britain by 2016. The LCPD aims to reduce emissions of sulphur dioxide, nitrogen oxides and dust from large combustion plants. All plants built after 1987 must comply with the emission limits in LCPD. Existing plants can either comply with the LCPD through installing emission abatement equipment or elect to “opt out” of the directive. All existing plants that “opt out” must close by the end of 2015, driving the need for new generation plants to be commissioned in order to maintain the country’s security of supply. The IED imposes similar restrictions on conventional generation, with remaining coal-fired and some gas-fired generation expected to close by 2023.

The European Union (“EU”) and U.K. targets for reducing carbon emissions also require investment in low carbon electricity generation. Compared to other EU Member States, the U.K. generates a relatively low proportion of electricity from renewable sources. DECC has estimated that, in 2011, only 3.8% of gross energy consumption (including electricity and other uses of energy output such as heating and transportation) was procured from renewable sources versus the U.K. national target of 15% by 2020. The share for electricity (excluding other types of energy consumption) was 9.2% in 2011 from renewable sources, up from 6.7% in 2010.

The U.K.’s national target under the Renewable Energy Directive is for 15% of gross energy consumption to come from renewable sources by 2020. The U.K. government put in place a Renewable Energy Roadmap in July 2011 to achieve that objective, which was then updated in December 2012.

Renewable Power Generation Market in the United States

Industry participants in the United States have increasingly transitioned to building renewable generation resources in response to more stringent environmental regulations and supportive federal and state incentives and policy initiatives. Edison Electric Institute (“EEI”), a trade group of electric utilities and generators, estimates that 17 GW of new generation capacity was added in the United States in 2013. Natural gas (7,370 MW) and solar (4,936 MW) accounted for the majority of the new capacity, with solar having a record breaking year in 2013 and surpassing wind for the first time as the leading source of new renewable capacity. In 2012, renewables were the dominant source of new capacity within the U.S. power generation industry, contributing 50.2% of capacity growth.

In its Annual Energy Outlook 2013, the EIA forecasts that capacity additions from 2012 to 2040 will total 340 GW. Annual additions in 2012 and 2013 remain relatively high, averaging 22 GW per year. Of those early builds, 51% are renewable plants.

Our Organizational Structure and the Acquisitions

LightBeam Electric Company is a Delaware corporation formed in 2008. We have entered into a series of agreements described under “The Acquisitions” to acquire, concurrently with and as a condition to the completion of this offering, the assets and entities constituting our Initial Portfolio held by the Founding Companies. The Founding Companies, on a pro forma combined basis, had revenues of approximately $25.6 million for the year ended December 31, 2014. Upon the completion of this offering and the Acquisitions, we will own a diversified portfolio of projects with a total generating capacity of approximately 239 MW in the United Kingdom and the United States. See “Business—Our Initial Portfolio.”

The following diagram illustrates our organizational structure immediately following the completion of this offering.

LOGO

The aggregate consideration being paid by us to acquire our Initial Portfolio from the initial Members of our LDN is estimated to be approximately $190.2 million, consisting of approximately $122.8 million in cash and contingent consideration, and $67.4 million in LightBeam common stock (representing shares, assuming a stock price of $ per share, the mid-point of the estimated offering price range on the cover page of this prospectus). We will also assume approximately $56.4 million in indebtedness (exclusive of prepayment penalties) relating to our Initial Portfolio, of which approximately $ million will be repaid at the completion of the Acquisitions and this offering. The total consideration excludes certain earn-out arrangements and is also subject to adjustment based upon the pricing terms of this offering. In addition, after the completion of the Acquisitions and this offering, we expect to pay additional consideration in excess of $230.0 million to the sellers of one of the Founding Companies contingent upon completion of certain projects under construction that we are acquiring. For further information regarding such arrangements, adjustments and deferrals, see “The Acquisitions.” The purchase price for each project is based upon a fair market value approach, which takes into account each project’s economic characterization, technology type, size and location. We will use the proceeds of this offering and a credit facility for approximately $ million that we will enter into to acquire the Initial Portfolio.

We also expect to issue concurrently with the completion of this offering and on the six-month anniversary of the completion of this offering an aggregate of shares of our common stock, or % of the outstanding shares of our common stock after the completion of this offering, to our officers and certain employees and consultants. See “Management—Employment and Consulting Agreements with our Named Executive Officers” and “Management—Post-IPO Share Awards.”

An investment in our common stock involves a high degree of risk. Below is a summary of certain key risk factors that you should carefully consider before you invest in our common stock. This list is not exhaustive. Please read the full discussion of these risks and other risks described under “Risk Factors.”

Risks Related to our Projects, Acquisition Strategy, Future Growth and Financial Activities

Risks Related to This Offering and Ownership of Our Common Stock

•

We are a holding company with no operations of our own, and we will depend on our projects for cash to fund all of our operations and expenses, including to make dividend payments.

•

We cannot guarantee that our forecast will prove to be accurate. Our forecast assumes the completion of the acquisition of the projects for which we have entered into Purchase Options, which projects we cannot assure you we will be able to acquire. If we do not acquire such projects, our cash available for distribution would be reduced. In addition, our actual results of operations for the forecast period will likely be different than the results disclosed in the forecast and the variations may be material.

•

Our cash available for distribution to holders of our shares may be reduced as a result of restrictions on our subsidiaries’ cash distributions to us under the terms of their indebtedness.

•

There is no existing market for our shares, and we do not know if one will develop with adequate liquidity to sell our shares at prices equal to or greater than the offering price.

•

Future sales of our shares of common stock in the public market by us or by our stockholders could lower our share price, dilute your ownership in us and may adversely affect the market price of our shares.

Emerging Growth Company Status

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”). As such, we are eligible, for up to five years, to take advantage of certain exemptions from various reporting requirements that are applicable to other publicly traded entities that are not “emerging growth companies.” These exemptions include:

•

the option to present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations in the registration statement of an initial public offering of common equity securities;

•

not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”);

•

reduced executive compensation disclosure obligation in our registration statements, periodic reports and proxy statements; and

•

exemptions from the requirements of holding a non-binding advisory vote on executive compensation and golden parachute arrangements.

An “emerging growth company” can take advantage of the extended transition period provided in Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to “opt out” of this extended transition period and, as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Under federal securities laws, our decision to “opt out” of the extended transition period is irrevocable. We intend to take advantage of the remaining exemptions. As a result, we do not know if some investors will find our common stock less attractive. The result may be a less active trading market for our common stock, and our share price may become more volatile.

We will remain an “emerging growth company” until the earliest of: (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion; (ii) the last day of the fiscal year following the fifth anniversary of the date of this offering; (iii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common units that is held by non-affiliates exceeds

The Offering

Common stock offered by us

Common stock to be outstanding after this offering

shares, or shares if the underwriters exercise their option to purchase additional shares in full.

Option to purchase additional shares

We have granted the underwriters an option for a period of 30 days from the date of this prospectus to purchase up to additional shares of our common stock at the initial public offering price less the underwriting discounts and commissions.

Use of proceeds

The net proceeds from this offering will be approximately $ , (based upon an assumed initial public offering price of $ , the midpoint of the estimated offering price range set forth on the cover page of this prospectus), after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use the net proceeds from this offering to pay a portion of the cash consideration payable to the initial Members pursuant to the Acquisitions. We expect to enter into a credit facility for approximately $ million in the aggregate to be used to pay the remaining portion of the cash consideration payable to the initial Members pursuant to the Acquisitions, to repay approximately $ million of indebtedness (exclusive of prepayment penalties) relating to the Initial Portfolio and for working capital and general corporate purposes. See “Use of Proceeds” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity” for additional information.

Cash dividends

We intend to pay regular quarterly cash dividends in U.S. dollars to holders of shares of our common stock. Our quarterly dividend will initially be set at $ per share of common stock, or $ per share of common stock on an annualized basis, and the amount may be changed in the future without advance notice. We expect to pay a quarterly dividend on or about the 45th day following each fiscal quarter to stockholders of record on the last day of such quarter. With respect to our first dividend payable on or about to holders of record on , we intend to pay a pro-rated dividend covering the period from the completion of this offering through , based on our initial dividend level and the actual length of that period.

Our ability to pay our initial and subsequent dividends, if any, is subject to various restrictions and other factors. For a detailed discussion of the basis upon which we established our initial quarterly dividend and factors that could affect our ability to pay dividends at that level or at all, see “Cash Dividend Policy.”

Risk factors

See “Risk Factors” beginning on page 21 and the other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in our common stock.

Material U.S. Federal Income Tax Considerations for Non-U.S. Holders of Common Stock

For a discussion of material U.S. federal income tax considerations for non-U.S. holders of shares of our common stock, see “Material U.S. Federal Income Tax Considerations for Non-U.S. Holders of Common Stock.”

NYSE symbol

We intend to apply to list our common stock on the New York Stock Exchange under the symbol “LEC.”

The number of shares of our common stock outstanding immediately after this offering is based on (i) shares of common stock outstanding as of , 2015, (ii) shares to be issued pursuant to the Acquisitions, (iii) shares to be issued in this offering and (iv) an estimated shares to be issued concurrently with the completion of this offering and on the six-month anniversary of the completion of this offering to our officers and certain employees and consultants, but excludes (x) shares of common stock reserved for future issuance under the LightBeam Electric Company 2015 Long-Term Incentive Plan (the “2015 Incentive Plan”), as well as any shares of our common stock reserved for future issuance pursuant to the adjustment provisions of the plan and (y) the issuance of shares of common stock to consummate the acquisitions contemplated by the Purchase Options, as well as any other acquisitions we may complete in the future.

Unless otherwise indicated, all information in this prospectus:

•

assumes consummation of the Acquisitions;

•

assumes no exercise by the underwriters of their option to purchase up to shares of our common stock in this offering; and

•

gives effect to the -for-1 stock dividend to be paid to the current stockholders of LightBeam immediately prior to the consummation of the Acquisitions and this offering.

SUMMARY HISTORICAL AND PRO FORMA FINANCIAL DATA

Summary historical financial data of LightBeam as of and for the years ended December 31, 2014 and 2013 and pro forma financial data as of and for the year ended December 31, 2014 are set forth below. Certain of the Founding Companies being acquired by LightBeam in the Acquisitions have been deemed to be predecessors. Accordingly, summary historical and pro forma financial data are also presented for each of such predecessors as of the dates and for the periods indicated. The summary historical financial data as of the fiscal year end of LightBeam and each predecessor and for such completed fiscal years have been derived from the audited historical financial statements of LightBeam and its predecessors, each of which is included elsewhere in this prospectus. The summary historical data as of the interim balance sheet dates and for the interim periods of SPGP have been derived from the unaudited historical financial statements of SPGP, which are included elsewhere in this prospectus. The summary pro forma financial data as of and for the year ended December 31, 2014 have been derived from the audited and unaudited historical financial data of LightBeam and its predecessors included elsewhere in this prospectus and certain unaudited historical financial data not included in this prospectus. The results for any interim period are not necessarily indicative of the results that may be expected for a full year.

The historical results of LightBeam and its predecessors are not necessarily indicative of future performance. You should read the information in this section in conjunction with “Use of Proceeds,” “Capitalization,” “Unaudited Pro Forma Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “The Acquisitions,” and the historical financial statements of LightBeam and its predecessors that are included elsewhere in this prospectus.

SUMMARY HISTORICAL AND PRO FORMA FINANCIAL DATA

LightBeam Electric Company, Inc.

(In 000’s, Except Per Share Data)


							Combined Pro Forma as Adjusted
	Year Ended December 31,						Year Ended December 31,
	2014			2013			2014
Statement of Operations Data:
Revenues	$	—		$	—		$

General And Administrative	$	6,295		$	1,075		$

Operating Loss		(6,295	)		(1,075	)

Net Loss	$	(6,295	)	$	(1,075	)	$

Net Loss Per Share—Basic and Diluted	$	(396.83	)	$	(71.46	)	$

Weighted Average Shares Used In Computing Net Loss Per Share—Basic and Diluted		15,864			15,045

Other Financial Data:
Adjusted EBITDA^(a)(c)	$	(6,295	)	$	(1,075	)	$

Cash Flow Data:
Net Cash provided by (used in)
Operating activities	$	(3,376	)	$	(687	)	$
Investing activities	$	(391	)	$	(564	)	$
Financing activities	$	(3,719	)	$	1,614		$
Balance Sheet Data:
Working capital^(b)	$	(2,533	)	$	98		$
Software development costs	$	70		$	—		$
Development projects	$	323		$	503		$
Total assets	$	4,723		$	959		$
Total stockholders’ equity (deficit)	$	(2,140	)	$	601		$

Solar Power Generation Portfolio (Predecessor)

(In 000’s, Except Per Share Data)


	Six-month period Ended December 31,						Year ended June 30,
	2014			2013			2014			2013
Statement of Operations Data:
General and Administrative	$	491		$	237		$	586		$	120

Net Loss	$	(491	)	$	(237	)	$	(586	)	$	(120	)

Net Loss Per Share—Basic and Diluted	$	(674	)	$	(353	)	$	(855	)	$	(482	)

Weighted Average Shares Used In Computing Net Loss Per Share—Basic and Diluted		729			671			685			250

Other Financial Data:
Adjusted EBITDA^(a)(c)	$	(491	)	$	(237	)	$	(586	)	$	(120	)

Balance Sheet Data:
Working capital^(b)	$	(34,997	)				$	(3,629	)	$	(395	)
Development projects	$	33,952					$	2,874		$	275
Total long-term assets	$	33,952					$	2,874		$	275
Due to related party	$	12,683					$	3,629		$	395
Related party loans	$	6,540					$	—		$	—
Total shareholders’ deficit	$	(1,150	)				$	(755	)	$	(120	)

Green States Energy, Inc. and Subsidiaries (Predecessor)

(In 000’s, Except Per Share Data)


	Year Ended December 31,
	2014			2013
Statement of Operations Data:
Revenue
Electricity	$	1,985		$	1,139
Solar renewable energy credits		3,911			2,240

Total Revenue		5,896			3,379
Operating Expenses		5,209			5,165

Operating Income (Loss)		687			(1,786	)

Other Income (Expense):
Grant income		413			306
Bargain purchase gain		—			713
Gain on NCST settlement		1,283			—
Changes in fair value of derivative liability—stock		(466	)		(740	)
Interest expense		(2,942	)		(1,966	)

Total Other Expense		(1,712	)		(1,687	)

Net Loss	$	(1,025	)	$	(3,473	)

Net Loss Attributable to Green States Energy, Inc.	$	(558	)	$	(5,245	)

Net Loss Per Share—Basic and Diluted	$	(0.03	)	$	(0.27	)

Weighted Average Shares Used In Computing Net Loss Per Share—Basic and Diluted		18,546			19,267

Other Financial Data:
Adjusted EBITDA^(a)	$	4,788		$	528

Cash Flow Data:
Net cash provided by (used in)
Operating activities	$	(257	)	$	(653	)
Investing activities	$	(5,445	)	$	(14,619	)
Financing activities	$	5,702		$	15,819
Balance Sheet Data:
Working capital^(b)	$	(3,197	)	$	(19,160	)
Investment in energy property	$	58,559		$	50,197
Total assets	$	69,782		$	58,970
Long-term liabilities	$	53,624		$	24,693
Total equity	$	9,869		$	10,565
Adjusted EBITDA Reconciliation:
Net loss	$	(1,025	)	$	(3,473	)
Less:
Bargain purchase gain		—			713
Add:
Depreciation and amortization		2,405			2,008
Change in fair value of derivative liability—warrants		466			740
Interest expense		2,942			1,966

Adjusted EBITDA	$	4,788		$	528

Global Ampersand (Predecessor)

(In 000’s, Except Per Share Data)


	Year Ended
	December 31,
	2014			2013
Statement of Operations Data:
Revenue	$	16,022		$	15,966
Operating Expenses		17,808			19,989

Loss from Operations		(1,786	)		(4,023	)

Other Income (Expense):
Grant income		121			120
Interest expense		(6,059	)		(5,732	)

Total Other Expense		(5,938	)		(5,612	)

Net Loss	$	(7,724	)	$	(9,635	)

Other Financial Data:
Adjusted EBITDA^(a)	$	446		$	(1,752	)

Cash Flow Data:
Net cash provided by (used in)
Operating activities	$	(1,571	)	$	(3,688	)
Investing activities	$	—		$	1,136
Financing activities	$	1,442		$	2,329
Balance Sheet Data:
Working capital^(b)	$	(55,541	)	$	(57,617	)
Property, plant, and equipment, net	$	17,415		$	19,527
Total assets	$	23,661		$	26,059
Current portion of long-term debt and accrued interest	$	55,104		$	57,569
Long-term liabilities	$	1,892		$	2,013
Members’ deficit	$	(35,829	)	$	(36,104	)
Adjusted EBITDA Reconciliation:
Net Loss	$	(7,724	)	$	(9,635	)
Add:
Depreciation		2,111			2,151
Interest expense		6,059			5,732

Adjusted EBITDA	$	446		$	(1,752	)

SUMMARY HISTORICAL AND PRO FORMA FINANCIAL DATA

(In 000’s, Except Per Share Data)

(a)

Adjusted EBITDA is defined as net income plus interest expense, income tax expense, depreciation and amortization less certain non-cash items. Adjusted EBITDA is a non-U.S. GAAP financial measure. Adjusted EBITDA is not a measure of performance or liquidity under U.S. GAAP and should not be considered by investors in isolation to, or as a substitute for, a measure of profit, or as an indicator of operating performance or cash flows from operating activities as determined in accordance with U.S. GAAP. LightBeam does not consider this non-U.S. GAAP financial measure to be a substitute for, or superior to, the information provided by U.S. GAAP. The U.S. GAAP measure most directly comparable to Adjusted EBITDA is net income. The presentation of Adjusted EBITDA should not be construed as an inference that future results will be unaffected by unusual items. LightBeam believes Adjusted EBITDA is useful to investors in evaluating our operating performance because:

•

securities analysts and other interested parties use such calculations as a measure of financial performance and borrowers’ ability to service debt;

•

it is used by our management for internal planning purposes, including certain aspects of our consolidated operating budget and capital expenditures; and

•

it will be used by investors to assess the ability of our assets to generate sufficient cash flows to make distributions to our stockholders.

Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under U.S. GAAP. Some of these limitations include:

•

it does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;

•

it does not reflect changes in, or cash requirements for, working capital;

•

it does not reflect significant interest expense or the cash requirements necessary to service interest or principal payments on our outstanding debt;

•

it does not reflect payments made or future requirements for income taxes;

•

although it reflects adjustments for factors that we do not consider indicative of future performance, we may, in the future, incur expenses similar to the adjustments reflected in our calculation of Adjusted EBITDA in this prospectus; and

•

although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and Adjusted EBITDA does not reflect cash requirements for such replacements.

Investors are encouraged to evaluate each adjustment and the reasons LightBeam considers it appropriate for supplemental analysis.

(b)

Working capital is defined as current assets less current liabilities.

(c)

There are no adjustments between net loss and adjusted EBITDA.

(d)

The year over year increase was a result of increased legal and accounting fees incurred in connection with this offering, as well as general corporate matters.

Investing in our common stock involves a high degree of risk. Before you invest in our common stock, you should carefully consider the following risks, as well as general economic and business risks, and all of the other information contained in this prospectus. Any of the following risks could have a material adverse effect on our business, financial condition and results of operations and cause the trading price of our common stock to decline, which would cause you to lose all or part of your investment. When determining whether to invest, you should also refer to the other information contained in this prospectus, including our combined and pro forma financial statements and the related notes thereto.

We have conducted minimal operations and have not generated significant revenue to date, and certain of the Founding Companies also have recent histories of substantial operating losses.

We were founded in 2008, but have conducted minimal operations and have not generated significant revenue to date. We have a limited performance record and operating history, and, therefore, limited historical financial information upon which you can evaluate our operating performance, our ability to implement and achieve our growth strategy and/or our ability to pay dividends in the future. We cannot assure you that we will be successful in implementing our growth strategy.

Each of the opinions of the independent registered public accounting firm auditing the annual financial statements of the Company and each of the Founding Companies deemed to be its predecessors included in this prospectus contains a qualification as to the ability of such company to continue as a going concern. Each such company has generated substantial operating losses during the periods presented in this prospectus. Although we expect that, as more of the projects in our Initial Portfolio commence commercial operations and earn revenue and we and the Members of our LDN benefit from our increased scale, purchasing power and access to financing, we will begin generating operating profits, we cannot assure you that we will be able to do so.

We will not have experience operating the projects in our Initial Portfolio prior to the completion of this offering.

We will acquire all of the projects in our Initial Portfolio concurrently with the completion of this offering. Accordingly, our management team has no direct experience with the operation of these projects. Our management team may encounter difficulty hiring and training qualified personnel or working with service providers in order to effectively operate these projects. Certain aspects of the projects in our Initial Portfolio may not meet the specifications we expect from the diligence process. These projects may not perform according to our expectations and we may be unable to maintain the availability of these projects consistent with their prior performance or at efficient cost levels. Our inability to operate these projects profitably and efficiently would have a material adverse effect on our business, financial condition and results of operations.

The projects in our Initial Portfolio lack a combined operating history. We cannot assure you that we will be able to successfully integrate the operations of the projects in our Initial Portfolio or institute company-wide systems and procedures to successfully manage the combined Initial Portfolio on a consolidated basis.

The projects in our Initial Portfolio are currently owned by the initial Members of our LDN and will be acquired by us in the Acquisitions. These projects have been operated by our separate Founding Companies and lack a combined operating history. We will need to integrate the projects in our Initial Portfolio. The integration process could result in the departure of key employees of our O&M providers, the disruption of ongoing business or inconsistencies in standards, controls, procedures and policies that adversely affect our and their ability to maintain relationships with clients, customers and employees. Our inability to successfully integrate these projects would have a material adverse effect on our business, financial condition and results of operations.

Our LDN may not provide the benefits that we expect, which may impair our ability to obtain additional project acquisition opportunities from them or attract new Members.

We believe that our LDN will provide our initial Members with improved access to financing on more favorable terms and that the experience of our management team in developing, financing and acquiring clean and renewable energy projects, supplemented by an experienced team of legal, accounting and technical advisors, will reduce transaction costs and the time required for transaction execution. We also believe that our scale and relationships with service companies, equipment manufacturers and equipment suppliers will provide our initial Members with increased purchasing power. However, our initial Members and any future Members may cease to participate in our LDN. Members do not have any obligation to provide us with opportunities to acquire additional projects or access to their relationships. In particular, if our initial Members do not obtain monetization of assets, efficiencies of transaction replication, improved access to financing on more favorable terms, benefits of purchasing power, increased efficiency, alignment of interests, or other expected benefits of participating in our LDN, they may decide to discontinue participating in our LDN, depriving us of access to additional project acquisition opportunities. The failure of our LDN to provide these expected benefits or the departure of Members from our LDN may also impair our ability to attract new Members. These reduced growth opportunities or loss of relationships could have a material adverse effect on our business, financial condition and results of operations.

The pro forma financial information presented in this prospectus covers periods when the collective group of assets and entities in our Initial Portfolio were not under common control or management and, therefore, may not be indicative of our future financial or operating results.

The pro forma financial information presented in this prospectus covers periods when the assets and entities in our Initial Portfolio were not under common control or management and is based on various adjustments, assumptions and preliminary estimates and may not be an indication of our financial condition or results of operations following the Acquisitions and the completion of this offering for several reasons. See “Unaudited Pro Forma Condensed Combined Financial Information.” Our actual financial condition and results of operations following the Acquisitions and the completion of this offering may not be consistent with, or evident from, this pro forma financial information.

Many of the projects in our Initial Portfolio were recently constructed or are under construction and have a limited operating history.

Many of the projects in our Initial Portfolio that we will acquire upon completion of this offering were recently constructed or are under construction, and projects may not perform as we expect. As a result, our assumptions and estimates regarding the performance of these projects are and will be made without the benefit of a meaningful operating history, which may impair our ability to accurately estimate our financial condition and results of operations. The ability of the projects to perform as we expect will also be subject to risks inherent in newly constructed clean and renewable energy projects, including equipment performance below our expectations, system failures and outages. In addition, certain of the projects in our Initial Portfolio which remain under construction (including five of our U.K. solar projects) do not as yet have PPAs or other contractual arrangements in place, and, therefore, we are subject to the risk that the pricing and other terms of such contracts will be less favorable than our estimates, if we are able to enter into such contracts at all. The failure of some or all of our projects to perform according to our expectations could have a material adverse effect on our business, financial condition and results of operations.

The loss of one or more of our executive officers, key employees, asset managers or O&M providers may adversely affect our ability to effectively manage our operating projects and acquire construction projects on schedule.

We depend on our experienced management team, and the loss of one or more key executives could have a negative impact on our business. Our management will coordinate, review and rely on the services of third-party

asset managers, while also directly monitoring the performance of our generation assets. The projects in our Initial Portfolio are currently operating under long-term O&M contracts with experienced operators. We expect that any additional projects we acquire in the future will also operate under similar long-term arrangements. The loss of any such asset managers or O&M providers, through the expiration of our agreements with them, because of their non-performance, or for other reasons, could have a negative effect on our business. We also depend on our ability to retain and motivate key employees and attract qualified new employees. In particular, because the solar and wind power industries are evolving, there is a scarcity of experienced employees in such industries. We may not be able to replace departing members of our management team, key employees, asset managers or O&M providers. Integrating new executives into our management team and training new employees with no prior experience in the power industry or certain of the segments thereof in which we operate could prove disruptive to our projects, require a disproportionate amount of resources and management attention and ultimately prove unsuccessful. An inability to attract and retain sufficient technical and managerial personnel could limit our ability to effectively manage our operating projects and acquire construction projects on schedule and within budget, which could have a material adverse effect on our business, financial condition and results of operations. An inability to retain new asset managers or O&M providers could also negatively affect the operations and performance of our projects, resulting in reduced availability, lower revenue or increased costs, which also could have a material adverse effect on our business, financial condition and results of operations.

We are also seeking to expand rapidly through the acquisition of additional new projects. You should consider our prospects in light of the risks and uncertainties emerging and growing companies encounter in evolving industries such as ours. Our lack of operating history and experience and anticipated near-term growth could also make it difficult for us to manage our project expansion efficiently due to the lack of experience of our management team in managing our Initial Portfolio or our inability to employ a sufficient number of skilled personnel or otherwise to effectively manage our capital expenditures and control our costs, including the requisite general and administrative costs necessary to achieve our anticipated growth. These challenges could adversely affect our ability to manage and operate our current or future operating projects in a manner consistent with our expectations, which could have a material adverse effect on our business, financial condition and results of operations.

There are a limited number of possible power purchasers for electricity and renewable energy certificates or credits produced in a given geographic location. Because the projects we will acquire upon completion of this offering depend on sales of electricity and renewable energy certificates or credits to certain key power purchasers, our projects will be highly dependent upon these power purchasers fulfilling their contractual obligations under their respective PPAs or pursuant to jurisdictional mandates under RPS. Our projects’ power purchasers may not comply with their contractual payment obligations or satisfy such mandates or may become subject to insolvency or liquidation proceedings during the term of the relevant contracts and, in such event, we may not be able to find another purchaser on similar or favorable terms or at all. In addition, we are exposed to the creditworthiness of our power purchasers, and there is no guarantee that any power purchaser will maintain its credit rating, if any. However, if one of our U.K. power purchasers fails to perform, a project may approach another electricity supplier and that electricity supplier would be required to make FIT or ROC payments according to the applicable program. Nevertheless, if we were unable to engage another electricity supplier to purchase the power generated by our U.K. projects under the rules of the applicable program, as a result of changes in the applicable program rules or otherwise, we would be subject to competition to identify and obtain a replacement purchaser. We cannot assure you that we would be able to do so on acceptable terms, or at all. To the extent that any of our projects’ power purchasers are, or are controlled by, governmental entities, our projects may also be subject to legislative or other political action that impairs their contractual performance. Failure by any key power purchasers to meet their contractual commitments or the insolvency or liquidation of one or more of our power purchasers could have a material adverse effect on our business, financial condition and results of operations.

If the energy production by or availability of our projects is less than expected, our projects may not be able to satisfy minimum production or availability obligations with their counterparties, which could result in a material adverse effect on our business, financial condition and results of operations.

Our energy production or the availability of the projects we will acquire upon completion of this offering could be less than we have projected due to various factors, including unexpected solar or wind conditions, lack of availability of fuel for biomass-fueled projects, natural disasters, equipment underperformance, operational issues, changes in law or actions taken by third parties. Our Initial Portfolio’s PPAs contain provisions that require us to produce a minimum amount of energy or be available a minimum percentage of time over periods of time specified in the PPAs. A failure to produce sufficient energy or to be sufficiently available to meet our commitments under our PPAs could result in the payment of damages or the termination of PPAs and could have a material adverse effect on our business, financial condition and results of operations.

As our PPAs, many of which are relatively short-term in duration, expire, we may not be able to replace them with agreements on similar terms in light of our reliance on certain customers and increasing competition in the markets in which we operate.

Many of our PPAs (particularly in the U.K.) are relatively short-term in duration and will need to be extended or replaced. The energy generation industry is characterized by intense competition and our projects encounter competition from utilities, industrial companies and other independent energy producers, in particular with respect to our uncontracted output. In recent years, there has been increasing competition among generators for PPAs and other off-take agreements and this has contributed to a reduction in electricity prices in certain markets characterized by excess supply above designated reserve margins. If there is a decrease in demand for electricity from commercial or industrial customers, the power marketing firms that are customers of many of the U.K. projects in our Initial Portfolio may not renew such PPAs. In light of these market conditions, we may not be able to replace an expiring or terminated agreement with an agreement on equivalent terms and conditions, including at prices that permit operation of the related project on a profitable basis. In addition, we believe many of our competitors have well-established relationships with our current and potential suppliers, lenders, customers and have extensive knowledge of our target markets. As a result, these competitors may be able to respond more quickly to evolving industry standards and changing customer requirements than we will be able to. Adoption of technology more advanced than ours could reduce our competitors’ production costs resulting in their having a lower cost structure than is achievable with the technologies we currently employ and adversely affect our ability to compete for PPA renewals. If we are unable to replace an expiring or terminated PPA, the affected facility may temporarily or permanently cease operations. External events, such as a severe economic downturn, could also impair the ability of some counterparties to our PPAs and other agreements to pay for energy and/or other products and services received. Our inability to enter into new or replacement PPAs or to compete successfully against current and future competitors in the markets in which we operate could have a material adverse effect on our business, financial condition and results of operations.

We depend on a limited number of suppliers of solar panels and wind turbines and other system components to adequately meet anticipated demand for our solar and wind energy production. Any shortage, delay or component price change from these suppliers, including as a result of changes in exchange rates, taxes or tariffs, could result in sales and installation delays, cancellations and loss of market share.

The projects we will acquire upon completion of this offering will purchase solar panels, inverters, wind turbines and other system components from a limited number of suppliers, making us susceptible to quality issues, shortages and price changes. If we fail to develop, maintain and expand our relationships with these or other suppliers, we may be unable to adequately meet anticipated demand for our solar or wind energy production, or we may only be able to offer solar or wind energy at higher costs or after delays. If one or more of the suppliers that we rely upon to meet anticipated demand ceases or reduces production, we may be unable to quickly identify alternate suppliers or to qualify alternative products on commercially reasonable terms, and we may be unable to satisfy this

demand. In particular, there are a limited number of inverter suppliers. Once we acquire a plant that is designed to use a particular inverter, if that type of inverter is not readily available at an anticipated price, we may incur additional delay and expense to redesign the plant. There have also been periods of industry-wide shortage of key components, including solar panels and wind turbines, in times of rapid industry growth. The manufacturing infrastructure for some of these components has a long lead time, requires significant capital investment and relies on the continued availability of key commodity materials, potentially resulting in an inability to meet demand for these components. Any decline in the exchange rate of the functional currency of our solar projects compared to the functional currency of our component suppliers could increase our component prices. In addition, the U.S. government has imposed tariffs on solar cells manufactured in China. These tariffs will increase the price of solar panels containing these Chinese-manufactured cells, which may harm our financial results in the event we purchase such panels. In addition, warranties provided by suppliers of equipment for our projects may be limited by the ability of the supplier to satisfy its warranty obligations or by the expiration of applicable time or liability limits, which could reduce or void the warranty protection, or the warranties may be insufficient to compensate us for our losses. Any of these shortages, delays, tariffs or warranty issues could limit our growth, cause cancellations or have a material adverse affect on our business, financial condition and results of operations.

Our business will benefit from the declining cost of solar panels and wind turbines, and our business, financial condition and results of operations would be harmed if this trend reversed or did not continue.

Our business has benefited from the declining cost of solar panels and wind turbines and the raw materials necessary to manufacture them. If solar panel and wind turbine and raw materials prices increase or do not continue to decline, our growth could slow and our business, financial condition and results of operations would suffer. In addition, some of the solar panels used in our solar energy plants come from manufacturers based in China, some of whom benefit from favorable foreign regulatory regimes and governmental support, including subsidies. If this support were to decrease or be eliminated, or if tariffs imposed by the U.S. government were to materially increase the prices of these solar panels, our ability to purchase these products on competitive terms or to access specialized technologies from those countries could be restricted. Any of those events could harm us by requiring us to pay higher prices or to purchase solar panels or other system components from alternative, higher-priced sources.

The production of solar energy depends heavily on suitable meteorological conditions. If meteorological conditions are unexpectedly unfavorable, the electricity production from our solar energy projects may be substantially below our expectations and our ability to timely deploy new projects may be adversely impacted.

The energy produced and revenue and cash receipts generated by a solar energy project depend on suitable solar and weather conditions, both of which are beyond our control. Furthermore, components of the solar energy plants we will acquire upon completion of this offering, such as panels and inverters, could be damaged by severe weather, such as hailstorms or tornadoes. In these circumstances, we generally would be obligated to bear the expense of repairing the damaged solar energy plants. Sustained unfavorable weather also could unexpectedly delay construction of solar energy plants, leading to increased expenses and decreased revenue and cash receipts in the relevant periods. Weather patterns could change, making it harder to predict the average annual amount of sunlight striking each location where we have such facilities. This could make our solar energy projects less economical overall or make individual plants less economical. Any of these events or conditions could harm our business, financial condition and results of operations.

Even if an operating project’s sunlight is consistent with our long-term estimates, the unpredictable nature of weather often results in daily, monthly and yearly material deviations from the average sunlight we may anticipate during a particular period. If the sunlight at a project is materially below the average levels we expect for a particular period, our revenue from electricity sales from the project could correspondingly be less than expected. A diversified portfolio of projects located in different climates tends to reduce the magnitude of the deviation, but material deviations may still occur. As illustrated in the forecast presented elsewhere in this prospectus, our cash

available for distribution will be most directly affected by the volume of electricity generated and sold by our projects we will acquire upon completion of this offering. However, for a static portfolio of projects, the consolidated expenses, including operating expenses and interest payments on indebtedness, have less variability than the volume of electricity generated and sold. Accordingly, decreases in the volume of electricity generated and sold by our projects will typically result in a proportionately greater decrease in our cash available for distribution. See “Cash Dividend Policy—Forecasted Cash Available for Distribution.”

A reduction in electricity generation and sales, whether due to the inaccuracy of sunlight assessments or otherwise, could lead to a number of material adverse consequences for our business, including:

Electricity generated from wind energy depends heavily on suitable wind conditions and wind turbines being available for operation. If wind conditions are unfavorable or below our expectations, or our wind turbines are not available for operation, our wind projects’ electricity generation and the revenue generated from our wind projects may be substantially below our expectations.

The revenue generated by the projects we will acquire upon completion of this offering will be principally dependent on the number of MWh generated in a given time period and the quantity of electricity generation from a wind power project will depend heavily on wind conditions, which are variable. Variability in wind conditions can cause our project revenues to vary significantly from period to period. We base our decisions about which wind projects to acquire as well as our electricity generation estimates, in part, on the findings of long-term wind and other meteorological studies conducted on the project site and its region, which measure the wind’s speed, prevailing direction and seasonal variations. Projections of wind resources also rely upon assumptions about turbine placement, interference between turbines and the effects of vegetation, land use and terrain, which involve uncertainty and require us to exercise considerable judgment. We may make incorrect assumptions in analyzing these wind and other meteorological studies and projecting future conditions. Any of these factors could cause our wind projects to generate less electricity than we expect and reduce our revenue from electricity sales, which could have a material adverse effect on our business, financial condition and results of operations.

Even if an operating project’s historical wind resources are consistent with our long-term estimates, the unpredictable nature of wind conditions often results in daily, monthly and yearly material deviations from the average wind resources we may anticipate during a particular period. If the wind resources at a project are materially below the average levels we expect for a particular period, our revenue from electricity sales from the project could correspondingly be less than expected. A diversified portfolio of projects located in different climates tends to reduce the magnitude of the deviation, but material deviations may still occur. As illustrated in the forecast presented elsewhere in this prospectus, our cash available for distribution will be most directly affected by the volume of electricity generated and sold by our projects we will acquire upon completion of this offering. However, for a static portfolio of projects, the consolidated expenses, including operating expenses and interest payments on indebtedness, have less variability than the volume of electricity generated and sold. Accordingly, decreases in the volume of electricity generated and sold by our projects will typically result in a proportionately greater decrease in our cash available for distribution. See “Cash Dividend Policy—Forecasted Cash Available for Distribution.”

A reduction in electricity generation and sales, whether due to the inaccuracy of wind energy assessments or otherwise, could lead to a number of material adverse consequences for our business similar to those described above resulting from a reduction in solar electricity generation and sales.

The biomass projects we will acquire upon completion of this offering depend on suppliers under fuel supply agreements and increases in fuel costs may adversely affect the profitability of the projects.

Revenues earned by the biomass projects we will acquire upon completion of this offering may be affected by the availability, or lack of availability, of a stable supply of fuel at reasonable or predictable prices. To the extent possible, the projects we will acquire upon completion of this offering will attempt to match fuel cost setting mechanisms in supply agreements to energy payments formulas in the PPA. To the extent that fuel costs are not matched well to PPA energy payments, increases in fuel costs may adversely affect the profitability of the projects.

The amount of energy generated at the projects is highly dependent on suppliers under certain fuel supply agreements fulfilling their contractual obligations. The loss of significant fuel supply agreements or an inability or failure by any supplier to meet its contractual commitments may adversely affect our results. Upon the expiration or termination of existing fuel supply agreements, we or our project operators will have to renegotiate these agreements or may need to source fuel from other suppliers. Our project operators may not be able to renegotiate these agreements or enter into new agreements on similar terms. Furthermore, there can be no assurance as to availability of the supply or pricing of fuel under new arrangements and it can be very difficult to accurately predict the future prices of fuel.

The amount of energy generated at the projects is dependent upon the available fuel supply. The long-term availability of such resources may decrease, which could have a material adverse effect upon our business, financial condition and results of operations.

We may be unable to complete construction of any projects we have agreed to acquire or any future construction projects on time, and our construction costs could increase to levels that make a project too expensive to complete or make the return on our investment in that project less than expected.

There may be delays or unexpected developments in completing construction of any projects we have agreed to acquire or any future construction projects, which could cause the construction costs of these projects to exceed our expectations. Most of these construction projects are constructed under fixed-price and fixed-schedule contracts with construction and equipment suppliers. However, these contracts will provide for limitations on the liability of these contractors to pay liquidated damages for cost overruns and construction delays. We may suffer significant construction delays or construction cost increases as a result of underperformance of these contractors and equipment suppliers, as well as other suppliers, to our projects. Additionally, various other factors could contribute to construction-cost overruns and construction delays, including:

Any of these factors could make a project too expensive to complete or otherwise make the project an unattractive investment for us.

Natural or man-made events may cause our power production to fall below our expectations.

Our electricity generation levels depend upon our ability to maintain the working order of the solar, wind, natural gas and biomass projects we will acquire upon completion of this offering. A natural or man-made disaster, severe weather or accident could damage or require us to shut down our plants or turbines or related equipment and facilities, impeding our ability to maintain and operate our projects and decreasing electricity generation levels and our revenues. These events could also degrade equipment or components and the interconnection and transmission facilities’ lives or maintenance costs.

To the extent we experience a prolonged interruption at one of our operating projects due to natural or man-made events and such events are not fully covered by insurance, our electricity generation levels could materially decrease, which could have a material adverse effect on our business, financial condition and results of operations.

Maintenance, expansion and refurbishment of electric generation facilities involve significant risks that could result in unplanned power outages or reduced output.

Although the projects in our Initial Portfolio that we will acquire upon completion of this offering are relatively new, they may require periodic upgrading and improvement in the future. Any unexpected operational or mechanical failure, including failure associated with breakdowns and forced outages, shortage of or inability to acquire critical replacement or spare parts or failure in the operation of transmission facilities, including the failure of generator leads to available electricity transmission or distribution networks, could reduce our projects’ generating capacity below expected levels, reducing our revenues and jeopardizing our ability to pay dividends. For example, our two biomass facilities in California recently had mechanical failures relating to the transmission systems, which led to operational downtime, suboptimal performance and remediation expenses. Degradation of the performance of our projects above levels provided for in the related PPAs or other agreements with power purchasers may also reduce our revenues. Unanticipated capital expenditures associated with maintaining, upgrading or repairing our projects may also reduce profitability.

If we make any major modifications to our projects or electric transmission lines, we may be required to comply with more stringent environmental regulations, which would likely result in substantial additional capital and other expenditures. We may also choose to repower, refurbish or upgrade our projects based on our assessment that such activity will provide adequate financial returns. Such projects require time for development and capital expenditures before commencement of commercial operations, and key assumptions underpinning a decision to make such an investment may prove incorrect, including assumptions regarding construction costs, timing, available financing and future fuel and power prices. This could have a material adverse effect on our business, financial condition and results of operations.

A prolonged environment of low prices for natural gas or other conventional fuel sources, or a market with excess generating capacity, or changes to market mechanisms, could have a material adverse effect on our long-term business prospects, financial condition and results of operations.

A prolonged period of historically low prices for traditional fossil fuels, particularly natural gas, could cause demand for solar and wind power to decrease. Power prices in the U.K. have generally increased since the opening of the Langeled Pipeline in October 2006. However, in 2014 wholesale power prices in the U.K. declined on a year-

over-year basis for the first time since 2009, while natural gas prices also declined. In addition, if markets develop excess generating capacity, this may also adversely affect the price of electricity we sell at market prices. Low spot market power prices, particularly in the U.K., if combined with other factors, could have a material adverse effect on our results of operations and cash available for distribution. In addition, depending on the region, electricity generated by solar energy projects competes most effectively with expensive peak-hour electricity from the electric grid, rather than the less expensive average price of electricity. Modifications to the utilities’ peak hour pricing policies or rate design, such as to a flat rate, would require us to lower the price of our solar energy projects to compete with the price of electricity from the electric grid. Meanwhile, cheaper conventional fuel sources could also have a negative impact on the power prices we are able to negotiate upon the expiration of our current PPAs or upon entering into a PPA for a subsequently acquired project. For example, global oil and natural gas prices have significantly declined in recent months. We are subject to spot-market electricity pricing exposure under certain of our PPAs, including variable pricing components of the PPAs for our solar projects in North Carolina, Massachusetts and New Mexico, as well as the pricing of fuel for our biomass facilities and inflation adjustments and grid benefit revenue in the U.K. As a result, the price of our power subject to the open market could be materially and adversely affected, which could, in turn, have a material adverse effect on our results of operations and cash available for distribution. Accordingly, in such event, our future growth prospects could be adversely affected if we remain solely focused on renewable energy projects and are unable to transition to conventional projects such as gas-fired projects. In the U.K., a number of regulatory changes to the EU electricity market (including changes to energy trading and transmission charging) could have an adverse impact on electricity prices. A decline in the market price of electricity or a fall in the cost of generating electricity from non-renewable sources could reduce the price of electricity generated by solar photovoltaic (“PV”) facilities and wind farms, which in turn would have an adverse effect on the Company’s business. In addition, the EU is committed to greater integration of the European electricity markets, in particular through integration of transmission allocation and energy trading between and among countries. The EU’s objective is to increase cross-border market efficiency with a consequent control or reduction in electricity prices. This could have an adverse effect on our business, financial condition and results of operations.

Our competitive position could be adversely affected by changes in technology, prices, industry standards and other factors

The markets in which the projects that we will acquire upon completion of this offering operate change rapidly because of technological innovations and changes in prices, industry standards, product instructions, customer requirements and the economic environment. New technology or changes in industry and customer requirements may put pressure on the profitability of our projects by increasing the incentives of counterparties to our long-term contracts to seek new alternative projects or request higher service standards.

Our operations are subject to numerous land use, environmental, health and safety laws and regulations. If the projects we acquire do not comply with applicable laws, regulations or permit requirements, we may be required to pay penalties or fines or curtail or cease operations of the affected projects.

The projects we will acquire upon completion of this offering are subject to numerous land use, environmental, health and safety laws and regulations in each of the jurisdictions in which such projects operate or will operate. These laws and regulations require the projects to, among other requirements, obtain and maintain permits and approvals, undergo environmental impact assessments and review processes, monitor impacts to the environment and endangered species and implement land use, environmental, health and safety programs and procedures and mitigation measures to control risks associated with the siting, construction, operation and decommissioning of projects. For example, to obtain permits some projects, in certain cases, may be required to undertake programs to protect and maintain local endangered species. If such programs are not successful, our projects could be subject to increased levels of mitigation, penalties or revocation of our permits. In addition, permits and approvals are generally subject to periodic renewal and challenges from third parties.

If we do not comply with applicable land use, environmental, health and safety laws, regulations or permit requirements, or fail to obtain, maintain or renew necessary permits or approvals, we may be required to pay

penalties or fines or curtail or cease operations of the affected projects. Violations of environmental and other laws, regulations and permit requirements, including those relating to, among other matters, air and water emissions, environmental impact studies, wetlands, avian species, endangered and threatened species and habitats, historical, archaeological, religious or cultural resources, noise and protection of human remains, may also result in criminal sanctions, injunctions or revocation of our permits.

Land use, environmental, health and safety laws, regulations and permit requirements may change or become more stringent. Any such changes could require our projects to incur additional material costs. Our projects’ costs of complying with current and future land use, environmental, health and safety laws, regulations and permit requirements, and any liabilities, fines or other sanctions arising thereunder, could have a material adverse effect on our business, financial condition and results of operations.

We will use hazardous materials in the projects we will acquire, and any claims relating to improper handling, storage, release or disposal of, or exposure to, these or other hazardous materials or noncompliance with applicable laws and regulations could adversely affect our business, financial condition and results of operations.

The projects we will acquire upon completion of this offering use chemicals and biological and hazardous materials and generate waste products and are subject to a variety of federal, regional/state, local and foreign laws and regulations governing the use, generation, manufacture, storage, handling and disposal of these materials and waste products. We cannot be sure that the safety measures that we will implement for handling and disposing of these chemicals, materials and waste products will be compliant with legal requirements or adequate to eliminate the risk of injury or contamination. In the event of injury or contamination, we could be held liable for any resulting damages. Violations of such laws or regulations could restrict our ability to expand facilities or pursue certain technologies, require us to acquire equipment or incur potentially significant compliance costs or sanctions, including fines, penalties or the partial or total stoppage of the projects, and otherwise adversely affect our business, financial condition and results of operations.

Certain environmental laws impose liability on current and previous owners and operators of real property and arrangers for the disposal of hazardous substances for the cost of removal or remediation of hazardous substances, even if the owner, operator or arranger did not know of, or was not responsible for, the release of such hazardous substances. In addition to actions brought by governmental agencies, private plaintiffs may also bring claims arising from the presence of hazardous substances on a property or exposure to such substances. Our liabilities at properties we own, lease or operate or at third-party sites where we send hazardous substances arising from releases of, or exposure to, hazardous substances could have a material adverse effect on our business, financial condition and results of operations.

Some of the projects we will acquire include dangerous workplaces at which hazardous materials are handled. If we fail to maintain safe work environments, we may be exposed to significant financial losses, as well as civil and criminal liabilities.

The projects we will acquire upon the completion of this offering often put their employees and others in close proximity with large pieces of mechanized equipment, moving vehicles, manufacturing or industrial processes, heat or liquids stored under pressure and highly regulated materials. We will be responsible for the safety of these persons at most of our projects and, accordingly, required to implement safe practices and safety procedures, which will also be applicable to on-site subcontractors such as our O&M services providers. If we fail to design and implement such practices and procedures, the practices and procedures we implement are ineffective or our O&M service providers or other suppliers do not follow them, the personnel at these facilities may become injured and our and others’ property may become damaged. Unsafe work sites also have the potential to increase the cost of a project to our customers or the operation of a facility, and raise our operating costs. Any of the foregoing could have a material adverse effect on our business, financial condition and results of operations.

The projects we will acquire rely on interconnections to transmission lines and other transmission facilities that are owned and operated by third parties. Construction projects that we own or may acquire are exposed to interconnection and transmission facility development and curtailment risks, which may delay the completion of such construction projects or reduce the return to us on those investments.

The projects we will acquire upon completion of this offering depend upon interconnection to electric transmission lines owned and operated by regulated utilities to deliver the electricity they generate. A failure or delay in the operation or development of these interconnection or transmission facilities could result in our losing revenues because such a failure or delay could limit the amount of power our operating projects deliver or delay the completion of construction projects that we own or may acquire. In addition, certain of our operating projects’ generation of electricity may be curtailed without compensation due to transmission limitations or limitations on the electricity grid’s ability to accommodate intermittent electricity generating sources, reducing our revenues and impairing our ability to capitalize fully on a particular project’s potential. Such a failure or curtailment at levels above our expectations could have a material adverse effect on our business, financial condition and results of operations.

Our use and enjoyment of real property rights for our projects may be adversely affected by the rights of lienholders and leaseholders that are superior to those of the grantors of those real property rights to our projects.

The ownership interests in the land on which our projects are located may be subject to mortgages securing loans or other liens (such as tax liens) and other easement, lease rights and rights-of-way of third parties (such as leases of oil or mineral rights) that were created prior to our projects’ easements, leases and rights-of-way. As a result, certain of our projects’ rights under these easements, leases or rights-of-way may be subject, and subordinate, to the rights of those third parties. We perform title searches, obtain title insurance and enter into non-disturbance agreements to protect ourselves against these risks. Such measures may, however, be inadequate to protect our operating projects against all risk of loss of our rights to use the land on which our projects are located, which could have a material adverse effect on our business, financial condition and results of operations. In addition, certain lands, such as lands owned by the federal government and under the jurisdiction of the U.S. Department of Interior’s Bureau of Land Management, or the “Bureau of Land Management,” are subject to contractual rights that permit the Bureau of Land Management to adjust rent due on properties to market terms. Any such loss or curtailment of our rights to use the land on which our projects are located and any increase in rent due on such lands could have a material adverse effect on our business, financial condition and results of operations.

We will not own all of the land on which the projects we will acquire are located, which could result in disruption to our operations.

We will not own all of the land on which the projects we will acquire upon completion of this offering and related assets are located and we will, therefore, be subject to the possibility of less desirable terms and increased costs to retain necessary land use if we do not have valid leases or rights-of-way or if such rights-of-way lapse or terminate. Although such projects have obtained rights to construct and operate these assets pursuant to related lease arrangements, our rights to conduct those activities will be subject to certain exceptions, including the term of the lease arrangement. Our loss of these rights, through our inability to renew right-of-way contracts or otherwise, may adversely affect our ability to operate our projects.

The North American operating projects we will acquire upon completion of this offering are subject to various government regulations, approvals, and compliance requirements that regulate the sale of electricity.

The U.S. electric generating projects we will acquire upon completion of this offering are subject to extensive federal, state and local laws and regulation. Compliance with the requirements under these various

regulatory regimes may cause us to incur significant additional costs, and failure to comply with such requirements could result in the disconnection and/or shutdown of the noncomplying facility, our inability to sell electricity from the non-complying facility, the default of any contracts that we have for the sales that were to be made from the non-complying facility, the imposition of liens, fines, refunds and interest, and/or civil or criminal liability.

Public utilities under the FPA are required to obtain pre-sale FERC approval for all wholesale sales of electric energy, capacity and ancillary services, except for public utilities that hold FPA exemptions, including certain smaller (under 20 MW) wind, solar, waste and biomass (which includes landfill gas) fueled power generators, which instead must satisfy the requirements for FERC QF status under PURPA and FERC’s implementing regulations under PURPA (“PURPA Regulations”). Many of our current U.S. projects make wholesale sales of energy and capacity in interstate commerce and are public utilities for purposes of the FPA, subject to certain partial exemptions from the FPA and the Public Utility Holding Company Act of 2005 (“PUHCA”), as described below.

All of the current U.S. electric generating facilities we will acquire upon completion of this offering are QFs under PURPA and the PURPA Regulations. We are permitted by FERC to make wholesale sales (sales for resale) of electricity from a QF that is no larger than 20 MW without further FERC approval. A QF typically may not use any fuel other than a FERC-approved alternative fuel, except for limited use of commercial-grade fuel for certain specified start-up, emergency and reliability purposes. We are required to document the QF status of each of our facilities with FERC, which typically involves disclosing upstream facility ownership, fuel and size characteristics, power sales, interconnection matters, and related technical disclosures.

Our wholesale sales under market-based rate (“MBR”) authority are subject to certain market behavior rules, and if any of our generating companies are deemed to have violated those rules, we will be subject to potential disgorgement of profits associated with the violation, penalties, refunds of unlawfully collected amounts with interest, and/or suspension or revocation of MBR authority. If such generating companies were to lose their MBR authority, such companies would be required to obtain the FERC’s acceptance of a cost-of-service rate schedule and could become subject to the significant accounting, record-keeping, and reporting requirements that are imposed on utilities with cost-based rate schedules, and would require prior specific authorization from FERC to issue equity or debt securities. This could have a material adverse effect on the rates we are able to charge for power from our facilities and the day-to-day operation of our business.

The U.S. regulatory environment for electric generation has undergone significant changes in the last several years due to state and federal policies affecting wholesale competition and the creation of incentives for the addition of large amounts of new renewable generation and, in some cases, transmission assets. These changes are ongoing and we cannot predict the future design of the wholesale power markets or the ultimate effect that the changing regulatory environment will have on our business. In addition, in some of these markets, interested parties have proposed material market design changes, including the elimination of a single clearing price mechanism, as well as proposals to re-impose traditional cost-of-service regulation of wholesale power sales.

Since our revenue from the sale of electricity by our power projects depends in part on the existence of competitive markets, a reversal or discontinuation of the competitive restructuring of the electric power markets could damage our business prospects and financial results.

A QF that is larger than 20 MW requires further MBR authority to sell wholesale electric energy and capacity at negotiated rates and thereby avoid cost-of-service rate regulation. Wholesale sellers granted such MBR authority also are typically granted various blanket authorizations and waivers from certain regulations under the FPA, including blanket authorization to issue equity or debt securities. FERC has the discretion to award a wholesale seller MBR authority. Eligibility for MBR authority is predicated on a variety of factors, primarily including the overall market power that the power seller—together with all of its FERC-defined

“affiliates”—has in the relevant market. At present, none of our facilities is required to hold MBR authority. In the future, if we acquire or develop a non-QF generator or any generator larger than 20 MW, or engage in certain other U.S. power sale or transmission activities, we may be required to obtain MBR authority or otherwise comply with FERC regulations from which we are now immune. Those FERC regulations set forth extensive public reporting requirements, limitations on geographic market presence, pre-consummation approvals of direct and indirect mergers and acquisitions, approvals of certain financings, limitations on transactions with entities that are our affiliates, and other matters.

All of our current operating projects located in North America are also subject to reliability standards such as those imposed by the North American Electric Reliability Corporation (“NERC”). If we fail to comply with the mandatory reliability standards, we could be subject to sanctions, including substantial monetary penalties. We are subject to certain state regulations that may affect the sale of electricity from our projects, the operations of our projects, as well as the potential for state electricity taxes. In addition, any changes to government or internal utility regulations and policies that favor electric utilities could reduce our competitiveness and cause a significant reduction in demand for our products and services. For example, certain jurisdictions have proposed assessing fees on customers purchasing energy from solar energy projects and attempted to impose new charges that would disproportionately impact solar energy system customers who utilize net metering, either of which would increase the cost of energy to those customers and could reduce demand for our solar energy production. Changes in regulatory treatment at the state level are difficult to predict and could have a significant impact on our ability to operate and on our financial condition and results of operations.

ISOs and RTOs determine market design, market rules, tariffs, cost allocations and bidding rules for the regional power markets that they operate, which are subject to frequent changes.

Several of our North American electric generation projects are located in regions in which the wholesale electric markets are administered by Independent System Operators (“ISOs”) and Regional Transmission Organizations (“RTOs”). Several of our current operating projects are subject to the California ISO (“CAISO”), which is the ISO that prescribes rules for the terms of participation in the Californian energy market and the Electric Reliability Council of Texas (“ERCOT”), which is the ISO that prescribes the rules for and terms of participation in the Texan energy market. Many of these entities can impose rules, restrictions and terms of service that are quasi-regulatory in nature and can have a material adverse impact on our business. In some geographic markets, electric utilities may be required under PURPA and the PURPA regulations to buy electric energy and capacity from our QFs and pay them at rates based on the “avoided costs” of the electric utility, while in other geographic markets electric utilities may not be required to do so. In many geographic markets, electric utilities are no longer required under PURPA and the PURPA Regulations to purchase the electric energy and capacity from our QFs that are larger than 20 MW unless they have contractually agreed to do so prior to the prospective termination of this requirement.

The ISOs and RTOs operate each of the FERC-regulated wholesale power markets across most of the continental U.S. (New England, New York, the Mid-Atlantic region, the Midwest, the Southwest and California, except for an entirely intrastate market in a portion of Texas where we currently have no QFs located), and the ISOs and RTOs themselves develop and determine subject to FERC review, their market rules, market clearing practices and pricing rules including floors and ceilings on prices for electric energy, capacity and ancillary services, as well as establish eligibility requirements for market participation. Bulk power transmission within the ISO and RTO regional markets are only available from such organizations and not from transmission-owning utilities. Even though our QFs hold partial immunity from some direct rate regulation by FERC, any of our QFs that sells wholesale electricity in an ISO or RTO market, or is interconnected to a utility located in an ISO or RTO geographic territory, is subject to the applicable ISO or RTO tariff and rules and to that ISO or RTO’s market pricing practices, which in each case set variable, real-time prices for energy that undergo changes based on that particular ISO or RTO’s market practices. In each case the ISO’s or RTO’s tariff, market rules, and practices—which we do not control—govern the setting of variable, real-time prices for energy that undergo changes in real time due to economic factors and ISO or RTO rules.

While FERC regulates each of the ISOs and RTOs (except for the Texas intrastate market), FERC substantially defers to the market practices and tariff interpretations of the ISOs and RTOs, and each of the ISOs and RTOs modifies its requirements, market rules and practices frequently. We have no ability to control the price-setting, market-design and other activities and requirements of the ISOs and RTOs. The types of price limitations and other regulatory mechanisms that the ISOs and RTOs impose may have a material adverse effect on the profitability of our current owned power projects or any power projects we may acquire in the future that sell electricity into such markets. FERC regulations affecting wholesale power sales, and ISO and RTO rules, tariffs and practices are all beyond our control, and all change frequently. If we enter a new jurisdiction, we will be subject to additional regulatory requirements with which we may not yet have direct experience. The lack of uniformity of regulatory and business practices, the possibility that requirements and practices will change, and the difficulties we may face in entering new markets with which we are unfamiliar could affect our financial performance in existing and new markets, which could affect our business, financial condition and results of operations.

Our industry could be subject to increased regulatory oversight. Changing regulatory policies and other actions by governments and third parties with respect to curtailment of electricity generation, electricity grid management restrictions, interconnection rules and transmission may all have the effect of limiting the revenues from, and increasing the operating costs of, our projects, which could have a material adverse effect on our business, financial condition and results of operations. FERC enforcement of market rules and ISO and RTO tariffs is vigorous, trading practice requirements and prohibitions are technical and are modified frequently, and FERC has wide discretion to impose corrective and punitive sanctions.

Due to regulatory restructuring initiatives at the federal, provincial, state and foreign levels, the electricity industry has undergone changes over the past several years. Future government initiatives will further change the electricity industry, including the Electricity Market Reform (“EMR”) introduced in the U.K., as described below. Some of these initiatives may delay or reverse the movement towards competitive markets. We cannot predict the future design of wholesale power markets or the ultimate effect that on-going regulatory changes will have on our business, financial condition and results of operations.

Risks that are beyond our control, including but not limited to acts of terrorism or related acts of war, natural disaster, hostile cyber intrusions or other catastrophic events, could have a material adverse effect on our business, financial condition and results of operations.

The projects we will acquire upon completion of this offering and the projects that we may acquire in the future, as well as the facilities of third parties on which they rely, may be targets of terrorist activities, as well as events occurring in response to or in connection with them, that could cause environmental repercussions and/or result in full or partial disruption of the projects’ ability to generate, transmit, transport or distribute power. Strategic targets, such as energy projects, may be at greater risk of future terrorist activities than other domestic targets. Hostile cyber intrusions, including those targeting information systems as well as electronic control systems used at our plants and for the related distribution systems, could severely disrupt business operations and result in loss of service to customers, as well as create significant expense to repair security breaches or system damage.

Furthermore, certain of our power generation assets are located in or near active earthquake zones in California, and certain of our project companies and suppliers conduct their operations in the same region or in other locations that are susceptible to natural disasters. In addition, some of the locations where certain of our projects and their suppliers are located, from time to time, have experienced shortages of water, electric power and natural gas. The occurrence of a natural disaster, such as an earthquake, drought, flood or localized extended outages of critical utilities or transportation systems or any critical resource shortages, affecting us or our

suppliers, could cause a significant interruption in our business, damage or destroy our facilities or those of our suppliers or the manufacturing equipment or inventory of our suppliers.

Any such terrorist acts, environmental repercussions or disruptions or natural disasters could result in a significant decrease in revenues or significant reconstruction or remediation costs, beyond what could be recovered through insurance policies, which could have a material adverse effect on our business, financial condition and results of operations.

The projects we will acquire upon completion of this offering are not able to insure against all potential risks and may become subject to higher insurance premiums.

The projects we will acquire upon completion of this offering are exposed to the risks inherent in the construction and operation of solar, wind and biomass projects, such as breakdowns, manufacturing defects, natural disasters, terrorist attacks and sabotage. We are also exposed to environmental risks. We have insurance policies covering certain risks associated with our business. Our insurance policies do not, however, cover losses as a result of force majeure. In addition, our insurance policies for some of our projects cover losses as a result of certain types of natural disasters, terrorist attacks or sabotage, among other things, but such coverage is not always available in the insurance market on commercially reasonable terms and is often capped at predetermined limits. In addition, our insurance policies are subject to annual review by our insurers and may not be renewed on similar or favorable terms or at all. A serious uninsured loss or a loss significantly exceeding the limits of our insurance policies could have a material adverse effect on our business, financial condition and results of operations.

Our global operations subject us to risks associated with the legislative, judicial, accounting, regulatory, political and economic risks and conditions specific to the countries or regions in which we operate, which could adversely affect our financial performance.

We will acquire projects in our Initial Portfolio located in the United Kingdom and the United States, and plan on expanding our operations to additional global markets. Our future operating results in global markets could be negatively affected by a variety of factors, most of which are beyond our control. These factors include political conditions, including political instability, economic conditions, legal and regulatory changes or constraints, trade policies, currency regulations, and other matters in any of the countries or regions in which we operate, now or in the future. Other factors which may impact our operations include foreign trade, monetary and fiscal policies of the United Kingdom and the United States and of other countries, laws, regulations and other activities of foreign governments, agencies and similar organizations. Additional risks inherent in our global operations generally include, among others, the costs and difficulties of managing global operations and adverse tax consequences.

International operations subject us to political and economic uncertainties.

The projects in our Initial Portfolio that we will acquire upon completion of this offering include solar, wind and biomass projects located in the United Kingdom and the United States. We intend to rapidly expand and diversify our portfolio by acquiring additional clean and renewable energy projects. As a result, our activities are subject to significant political and economic uncertainties that may adversely affect our operating and financial performance. These uncertainties include, but are not limited to:

These uncertainties, many of which are beyond our control, could have a material adverse effect on our business, financial condition and results of operations.

We may expand our international operations into countries where we currently have no presence, which would subject us to risks that may be specific to those new markets.

As we intend to expand our operations through the acquisition of additional clean and renewable energy projects, we may decide to expand into other international markets. Risks inherent in an expansion of operations into new international markets include the following:

Doing business in new international markets will require us to be able to respond to rapid changes in the particular market, legal and political conditions in these countries. We may not be able to timely develop and implement policies and strategies that will be effective in each international jurisdiction where we may decide to conduct business.

Changes in foreign withholding taxes could adversely affect our results of operations.

We will conduct a portion of our operations in the United Kingdom, and may in the future expand our business into other foreign countries. We are subject to risks that foreign countries may impose additional withholding taxes or otherwise tax our foreign income. Currently, distributions of earnings and other payments, including interest, to us from our foreign projects could constitute ordinary dividend income taxable to the extent of our earnings and profits, which may be subject to withholding taxes imposed by the jurisdiction in which such entities are formed or operating. Any such withholding taxes will reduce the amount of after-tax cash we can receive. If those withholding taxes are increased, the amount of after-tax cash we receive will be further reduced.

Currency exchange rate fluctuations may have an impact on our financial results and condition.

We have exposures to currency exchange rate fluctuations related to buying, selling and financing our business in currencies other than the local currencies of the countries in which we will operate after the completion of this offering. A substantial portion of the payments we will receive are in British pounds. Currency exchange rate fluctuations may disrupt the business of our suppliers by making their purchases of raw materials more expensive and more difficult to finance. We intend to reduce our exposure by aligning our costs with the currency in which we obtain revenues or, if that is impracticable, through financial instruments that provide offsets or limits to our exposures. However, any measures that we may implement in the future to reduce the effect of currency exchange rate fluctuations and other risks of our global operations may not be effective or may be expensive. We cannot provide assurance that currency exchange rate fluctuations will not otherwise have a material adverse effect on our business, financial condition or results of operations or cause significant fluctuations in quarterly and annual results of operations.

In addition, foreign currency translation risk arises upon the translation of balance sheet and income statement items of our foreign subsidiaries whose functional currency is the British pound or another currency other than the U.S. dollar into U.S. dollars for purposes of preparing the financial statements included elsewhere in this prospectus, which are presented in U.S. dollars. The assets and liabilities of our non-U.S. dollar denominated subsidiaries are translated at the closing rate at the date of reporting and income statement items are translated at the average rate for the period. These currency translation differences may have significant negative or positive impacts. Upon the disposal of a non-U.S. dollar denominated subsidiary, the cumulative amount of exchange differences relating to that non-U.S. dollar denominated subsidiary are reclassified from equity to profit or loss. Our foreign currency translation risk relates to our operations in the United Kingdom. Foreign currency transaction risk arises when we or our subsidiaries enter into transactions where the settlement occurs in a currency other than the functional currency of us or our subsidiary. Exchange differences (gains and losses) arising on the settlement of monetary items or on translation of monetary items at rates different from those at which they were translated on initial recognition during the period or in previous financial statements are recognized in profit or loss in the period in which they arise. In order to reduce significant foreign currency transaction risk from our operating activities, we may use forward exchange contracts to hedge forecasted cash inflows and outflows.

Our cross-border operations require us to comply with anti-corruption laws and regulations of the U.K. government, U.S. government and various other jurisdictions.

Doing business in multiple countries requires us and our subsidiaries to comply with the laws and regulations of the U.K. government, U.S. government and various other jurisdictions. Our failure to comply with these rules and regulations may expose us to liabilities. These laws and regulations may apply to our companies,

individual directors, officers, employees and agents and may restrict our operations, trade practices, investment decisions and partnering activities. In particular, our non-U.S. operations are subject to U.S. and foreign anti-corruption laws and regulations, such as the Foreign Corrupt Practices Act of 1977 (“FCPA”). The FCPA prohibits U.S. companies and their officers, directors, employees and agents acting on their behalf from corruptly offering, promising, authorizing or providing anything of value to foreign officials for the purposes of influencing official decisions or obtaining or retaining business or otherwise obtaining favorable treatment. The FCPA also requires companies to make and keep books, records and accounts that accurately and fairly reflect transactions and dispositions of assets and to maintain a system of adequate internal accounting controls. As part of our business, we deal with state-owned business enterprises, the employees and representatives of which may be considered foreign officials for purposes of the FCPA. As a result, business dealings between our employees and any such foreign official could expose our company to the risk of violating anti-corruption laws even if such business practices may be customary or are not otherwise prohibited between our company and a private third-party. Violations of these legal requirements are punishable by criminal fines and imprisonment, civil penalties, disgorgement of profits, injunctions, debarment from government contracts as well as other remedial measures. The U.K. Bribery Act 2010 has a broader scope than the U.S. provisions, covering not only the bribery of foreign public officials, but also “general bribery offenses,” and is applicable to both the public and private sectors. It is also an offense for commercial organizations to fail to prevent bribery on their behalf (but subject to a defense if appropriate procedures have been established to prevent such acts). We will establish policies and procedures designed to assist us and our personnel in complying with applicable U.K., U.S. and other laws and regulations; however, we cannot assure you that these policies and procedures will completely eliminate the risk of a violation of these legal requirements, and any such violation (inadvertent or otherwise) could have a material adverse effect on our business, financial condition and results of operations.

The growth of our business depends on locating and acquiring interests in additional attractive power projects at favorable prices.

Our business strategy includes acquiring additional attractive power projects that are either operational, construction-ready, or, in certain circumstances, under advanced development. We intend to pursue opportunities to acquire projects from our initial and future Members pursuant to purchase options, joint venture agreements and similar arrangements. Various factors could affect the availability of attractive projects to grow our business, including:

Any of these factors could prevent us from executing our growth strategy or otherwise have a material adverse effect on our business, financial condition and results of operations.

Additionally, even if we consummate acquisitions that we believe will be accretive to cash available for distribution per share, those acquisitions may in fact result in a decrease in cash available for distribution per share as a result of incorrect assumptions in our evaluation of such acquisitions, unforeseen consequences or other external events beyond our control. Furthermore, if we consummate any future acquisitions, our capitalization and results of operations may change significantly, and stockholders will not generally have the opportunity to evaluate the economic, financial and other relevant information that we will consider in determining the application of these funds and other resources.

We will not acquire certain of the projects in our Initial Portfolio until their completion after the closing of this offering.

Certain of the projects in our Initial Portfolio, including five of our U.K. solar projects, will remain under construction as of the closing of this offering. We have agreed to acquire such projects upon their completion. Although the sellers of such projects will be responsible for the costs of constructing the completion of such projects, the completion of such projects is subject to construction risks, including the risks described above in the risk factor titled, “We may be unable to complete construction of any projects we have agreed to acquire or any future construction projects on time, and our construction costs could increase to levels that make a project too expensive to complete or make the return on our investment in that project less than expected.” If such projects are not completed on a timely basis or at all, we will not generate revenues from such projects, which could have a material adverse effect on our business, financial condition and results of operations.

We may not exercise the Purchase Options or close on the acquisitions of the projects included in the Purchase Options and may not enter into additional Purchase Options on favorable terms, or at all.

Any Purchase Options that we have entered into or enter into in the future will be subject to risks and uncertainty and ultimately we may not acquire any of the projects covered thereby. If we seek to exercise Purchase Options, the consummation and timing of any acquisitions pursuant to such Purchase Options will depend upon, among other things, our ability to obtain any necessary consents and our ability to obtain financing on acceptable terms. We cannot assure you that we will be able to successfully consummate any future acquisitions pursuant to such Purchase Options. In addition, certain of the projects covered by the Purchase Options may require substantial capital expenditures in order to maintain compliance with applicable regulatory requirements or otherwise make them suitable for our commercial needs. Such regulatory requirements may be different than those which exist at the time of acquisition of our Initial Portfolio, and any regulatory incentives, subsidies or mandated pricing may also be less favorable. For these or a variety of other reasons, we may decide not to or may be unable to exercise a Purchase Option or may be unable to complete the acquisition of the projects covered thereby. In addition, there can be no assurance that we will be able to enter into additional Purchase Options with the initial Members or additional Members on favorable terms or at all, or that we will be able to successfully negotiate and execute satisfactory definitive acquisition agreements with respect to any such additional Purchase Options.

Our strategy includes acquiring existing power projects. The acquisition of existing projects involves numerous risks, many of which may not be able to be discovered through our due diligence process, including

exposure to previously existing liabilities and unanticipated costs; difficulty in integrating the acquired projects into our existing business; and, if the projects are in new markets, the risks of entering markets where we have limited experience. While we will perform our due diligence on prospective acquisitions, we may not be able to discover all potential operational deficiencies in such projects. A failure to achieve the financial returns we expect when we acquire projects could have a material adverse effect on our ability to implement our growth strategy and, ultimately, our business, financial condition and results of operations.

Our growth strategy is dependent in part upon the acquisition of attractive power projects developed by third-parties and any inability of such development companies to obtain the requisite financing to develop and construct projects could have a material adverse effect on our ability to grow our business.

Power project development is a capital intensive, high-risk business that relies heavily on and, therefore, is subject to the availability of debt and equity financing sources to fund projected construction and other projected capital expenditures. As a result, in order to successfully develop a project, development companies from which we may seek to acquire projects must obtain at-risk funds sufficient to complete the development phase of their projects. Our strategy is to provide long-term equity financing for the projects we acquire, thereby replacing shorter-term construction finance and equity investors. Although we expect that our willingness to acquire such projects through entry into letters of intent, purchase options or similar agreements will assist development companies in attracting shorter-term financing, we cannot assure you that such development companies will be able to obtain such debt or equity financing. We must also obtain the funds required for us to pay the cash portion of any such acquisition from equity, debt or bank financings, including tax equity transactions, or from government grants in order to successfully complete our acquisitions and fund the required construction and other capital costs of the acquired projects. We currently intend to acquire projects that are construction-ready, which is generally the point in time when the project is able to procure construction financing. Any significant disruption in the credit and capital markets, or a significant increase in interest rates, could make it difficult for development companies to successfully develop attractive projects as well as limit a project’s ability to obtain financing to complete the construction of a project we may seek to acquire. If development companies from which we seek to acquire projects are unable to raise funds or to secure construction financing, the ability to grow our project portfolio may be limited, which could have a material adverse effect on our ability to implement our growth strategy and, ultimately, our business, financial condition and results of operations.

Our ability to grow our cash available for distribution is substantially dependent on our ability to make acquisitions on economically favorable terms.

Our goal of growing our cash available for distribution and increasing dividends to our stockholders is substantially dependent on our ability to make and finance acquisitions on terms that result in an increase in cash available for distribution per share. We have established a -year targeted annualized growth rate in our cash available for distribution per share of %. To grow our cash available for distribution per share through acquisitions, we must be able to acquire new generation assets, such as the projects subject to Purchase Options in our favor, on economically favorable terms. Our forecast assumes the completion of the acquisition of the projects for which we have entered into Purchase Options, which projects we cannot assure you we will be able to acquire. If we do not acquire such projects, our cash available for distribution would be reduced. Even if we consummate acquisitions that we believe will be accretive to cash available for distribution per share, those acquisitions may in fact result in a decrease in cash available for distribution per share as a result of incorrect assumptions in our evaluation of such acquisitions, unforeseen consequences or other external events beyond our control. If we are unable to make accretive acquisitions because we are unable to identify attractive acquisition opportunities, negotiate acceptable purchase contracts, obtain financing on economically acceptable terms (as a result of the then current market value of our shares or otherwise) or are outbid by competitors, or if we are unable for any reason to acquire some or all of the projects subject to such Purchase Options, we may not be able to realize our targeted growth in cash available for distribution per share.

Government regulations providing incentives for renewable generation could change at any time, and such changes may negatively impact our growth strategy.

Our growth strategy depends in part on government policies that support renewable generation and enhance the economic viability of owning renewable electric generation assets. Renewable energy sources in the United Kingdom can currently benefit from a comprehensive suite of incentives, including FITs, ROCs and LECs. These incentives reflect and are consistent with the commitment made by EU member states to meet certain renewable energy targets. Renewable energy sources in the United States currently benefit from various federal and state governmental incentives, such as PTCs, ITCs, ITC cash grants, loan guarantees, RPS programs and accelerated tax depreciation. The existence of these policies and programs is reflected in the price we charge for electricity generated by our projects. To the extent that these programs are cancelled, withdrawn, revised, not renewed or similar ones are not made available (whether at the federal, state, provincial, EU or EU member state level), there could be a decreased demand for renewable energy, and this could reduce the number of projects available to us for acquisition which could have a material adverse effect on our ability to implement our growth strategy and, ultimately, our business, financial condition and results of operations. Specifically in relation to the U.K., in order to maintain investor confidence, the U.K. government has to date ensured that the benefits already granted to operating renewable energy generation projects are exempted from future regulatory change; this practice is referred to as “grandfathering.” Grandfathering is a policy decision and, as such, there is no guarantee that the practice of grandfathering will be continued. Court judgments in the U.K. have to date supported the view that a government should not make retrospective changes that reduce support for existing accredited projects, though such judgments may not be followed in the future or their precedent may be overturned by legislation.

The U.K.’s EMR will close the RO to new accreditation (subject to certain limited grace periods which will permit some projects to be accredited after that date) as of April 1, 2017 and earlier in relation to certain new solar PV projects (see below). In addition, ROCs issued after April 1, 2027 will be replaced by “fixed price certificates.” DECC has stated that it intends to maintain existing levels and duration of support for current participants under the RO but there is no guarantee that this will be the case. It is possible change in law provisions may be triggered under pre-existing PPAs as a result of EMR, giving counterparties (i.e. power purchasers) the ability to re-open or even terminate some agreements.

EMR will be relevant to new assets developed by us, particularly where those investments will be supported under CFDs, (a description of which is set forth below). Some projects that are not or cannot be accredited under the RO may not be entitled to CFD support. Solar PV and onshore wind projects will have to compete for a CFD in annual allocation rounds for which there is a limited budget, and as such it is likely that they will receive less support under a CFD than would have been available under the RO.

The Levy Control Framework has been established to make sure that DECC achieves its fuel, energy and climate change goals in a way that is consistent with economic recovery and minimizing the impact on consumer bills. Where the cost of renewables support regimes exceeds the relevant cap, the U.K. Treasury can request that DECC put in place a plan that will bring its spend back down within the cap. Support levels under the RO, FIT and CFDs may require to be adjusted. Adjustments are likely to be restricted to support levels for new projects, in line with the U.K. government’s grandfathering policy, although this cannot be guaranteed. If this occurs, it could have a material adverse effect on our business, financial condition and results of operations.

The U.K. government announced recently that it intends to close the RO to new solar PV generating stations of greater than 5 MW as of April 1, 2015 (subject to certain grace periods). The current levels of RO support for

existing projects will not be changed. The grace periods are proposed to apply to projects in development and which are completed by March 31, 2016 provided certain conditions are met. Although all of the ROC projects in our Initial Portfolio will either have been completed by the April 1, 2015 deadline or are eligible for the grace period, the withdrawals of the RO will require new larger solar PV projects that we may acquire or construct to bid for support under the new CFD regime. The U.K. government’s decision has been challenged by several solar companies. To date, we are not aware of any judgment being issued. This could have a material adverse effect on our business, financial condition and results of operations.

The Infrastructure Act 2015 was passed earlier this year with the overall aim of making the delivery of infrastructure projects in the U.K. more efficient. The Act introduces several changes to the U.K. energy sector, including the right for individuals or community groups to acquire a stake in renewable energy projects that have a capacity of at least 5 MW. In essence, the legislation establishes a code for renewables developers to develop structures which are intended to support community energy projects. The legislation is passed to make it mandatory to offer community groups the opportunity to participate in a project. The community is then given the opportunity to invest on a pari passu basis (it is not intended to be offered free of charge or at a discount). Delegated legislation is required before this right takes effect, however, and such legislation is not yet in place. This creates uncertainty as to the obligations of private investors since it is unclear how this right will be implemented and what obligations may be imposed or what risks may result for project developers.

U.K. Government withdrawal of agricultural subsidies for land used for solar power

The U.K. government has recently announced that, from January 2015, farmers who allow solar panels to be placed on their land will no longer be eligible for any farm subsidy payments under the U.K.’s Common Agriculture Policy for that land. The intention is to encourage the development of large scale rooftop mounted solar generating facilities. As a result of this change in the regulations, farmers will be less incentivized to lease their land to solar developers, or to seek higher lease payments to compensate for the subsidy withdrawal, which may have an adverse effect on our ability to develop new assets.

We face competition, including from investor-owned utilities, dividend-oriented investment vehicles, diversified energy IPPs, private equity funds, strategic investors, renewable energy sellers and lessors of equipment to self-generators, and other renewable energy IPPs and, in particular, other solar and wind power companies.

We believe our primary competitors are investor-owned utilities, dividend-oriented investment vehicles, diversified energy IPPs, private equity funds, strategic investors and some solar and wind power companies or IPPs focused on renewable energy generation. We compete with these companies to acquire well-developed projects with projected stable cash flows that can be built in a cost-effective manner. We also compete with other solar and wind power developers for the limited pool of personnel with requisite industry knowledge and experience. We purchase solar panels, inverters and other system components from a limited number of suppliers, making us susceptible to quality issues, shortages and equipment delivery delays and price changes. Furthermore, in recent years, there have been times of increased demand for wind turbines and their related components, causing turbine suppliers to have difficulty meeting the demand. If there are shortages of these components in the future, solar panel, inverter, turbine and other component manufacturers may give priority to other market participants, including our competitors, who may have resources greater than ours.

We also compete with investor-owned utilities, dividend-oriented investment vehicles, diversified energy IPPs, private equity funds, strategic investors and other renewable energy companies (and power companies in general) for the lowest cost financing, which provides the highest returns for our projects. We will compete on price if we sell electricity into power markets at wholesale market prices. Depending on the regulatory framework and market dynamics of a region, we may also compete with other solar or wind power companies and other renewable energy

generators when our projects bid on or negotiate for long-term power sale agreements or sell electricity into the spot market. Our ability to compete on price with other wind power companies and other renewable energy IPPs may be negatively impacted if the regulatory framework of a region favors other sources of renewable energy over solar or wind power, or if there are limited or no incentives for renewable electric projects in a particular market.

We have no control over where our competitors may erect solar or wind projects. Our solar energy projects may face competition in local markets from utilities, construction companies or increasingly sophisticated electrical and roofing companies. In addition, our competitors may erect wind projects adjacent to our wind projects that may cause upwind array losses to occur at our wind projects. Upwind array losses reflect the diminished wind resource available at a project resulting from interference with available wind caused by adjacent wind turbines. An adjacent wind power project that causes upwind array losses could have a material adverse effect on our business, financial condition and results of operations.

Any change in power consumption levels could have a material adverse effect on our business, financial condition and results of operations.

The amount of solar and wind power consumed by the electric utility industry is affected primarily by the overall demand for electricity, environmental and other government regulations and the price and availability of fuels such as nuclear, coal, natural gas and oil as well as other sources of renewable energy. A decline in prices for these fuels could cause demand for solar and wind power to decrease and adversely affect the demand for renewable energy. For example, low natural gas prices have led, in some instances, to increased natural gas consumption by electricity-generating utilities in lieu of other power sources. In addition, global oil prices have significantly declined in recent months. To the extent renewable energy becomes less cost-competitive on an overall basis as a result of a lack of governmental incentives, cheaper alternatives or otherwise, demand for solar and wind power and other forms of renewable energy could decrease. Slow growth in overall demand for electricity or a long-term reduction in the demand for renewable energy could have a material adverse effect on our plan to grow our business and could, in turn, have a material adverse effect on our results of operations and cash available for distribution.

Some U.S. states with RPS programs have met, or will in the near future, meet such targets through projects under contract, which could cause demand for new solar and wind power and other power capacity to decrease.

Some U.S. states with RPS targets have met, or in the near future will meet, their targets through the recent increase in renewable energy development activity. For example, California, which has one of the most aggressive RPS in the United States, is poised to meet its current target of 25% renewable energy generation by 2016 and has the potential to meet its goal of 33% renewable power generation by 2020 with already-proposed new renewable projects. As a result of achieving these targets, and if these U.S. states do not increase their targets in the near future, demand for additional solar and wind power generating capacity could decrease. To the extent other states and provinces do not become market leaders in their stead or increase their RPS targets, demand for power from solar and wind power and other renewable energy projects could decrease in the future, which could have a material adverse effect on our business and our growth.

New projects being developed that we may acquire may need governmental approvals and permits, including environmental approvals and permits, for construction and operation. Any failure to obtain necessary permits could adversely affect the amount of our growth.

The design, construction and operation of clean and renewable projects are highly regulated, require various governmental approvals and permits, including environmental approvals and permits, and may be subject to the imposition of conditions that vary by jurisdiction. In some cases, these approvals and permits require periodic renewal, and the terms of a subsequently issued permit may not be consistent with those of the permit initially issued. We cannot predict whether all permits required for a given project will be granted or whether the

conditions associated with the permits will be achievable. The denial or loss of a permit essential to a project or the imposition of more stringent conditions upon renewal could impair the construction and delay the operating date of a project. In addition, we cannot predict whether the permits will attract significant opposition from third parties or whether the permitting process will be lengthened due to complexities, legal claims or appeals. Delay in the review and permitting process for a project can impair or delay our ability to acquire, construct or operate a project or increase the cost such that the project is no longer attractive to us, which could adversely affect the amount of our growth. If we acquire or develop a generating project or group of adjacent projects larger than 20 MW in size, we may be required to obtain MBR authority from FERC, the availability of which is conditioned on our (including our voting investors) not possessing market power in the electric sector, among other FERC requirements. The FERC’s orders that grant such wholesale sellers MBR authority reserve the right to revoke or revise that authority if the FERC subsequently determines that the seller can exercise market power in transmission or generation, create barriers to entry, or engage in abusive affiliate transactions. In addition, public utilities are subject to FERC reporting requirements that impose administrative burdens and that, if violated, can expose us to criminal and civil penalties or other risks.

U.K. energy policy and Electricity Market Reform may impact our ability to develop new projects.

The U.K. is currently implementing significant changes to its electricity regulatory approach, which includes changes to the way incentives will be made available to new renewable energy projects. In addition, the U.K. government continues to review its broader energy policy. It is unclear at present how these changes will impact the renewable energy sector, but there is a risk that these regulatory and policy developments could constrain our ability to develop economically viable new projects in the U.K. In particular, the U.K. government has indicated that it is not supportive of continuing large scale development of new onshore wind projects or of providing subsidy support to large-scale solar projects. Although the U.K. government has stated their intention not to alter the regime applicable to already operating projects, there is also a risk that the existing regime applicable to our operational projects could be withdrawn or revised, the consequence of which may have a material adverse effect on our business, financial condition and results of operations.

While we will own only solar, wind and biomass projects upon completion of this offering, in the future we may decide to expand our acquisition strategy to include other types of projects or transmission projects. Any future acquisition of projects or transmission projects in other sectors may present unforeseen challenges and result in a competitive disadvantage relative to our more-established competitors.

While we will own only solar, wind and biomass projects upon completion of this offering, in the future we may expand our acquisition strategy to include other types of projects or transmission projects. There can be no assurance that we will be able to identify attractive acquisition opportunities or acquire such projects at a price and on terms that are attractive or that, once acquired, such projects will operate profitably. Additionally, these acquisitions could expose us to increased operating costs, unforeseen liabilities or risks, and regulatory and environmental concerns associated with entering new sectors of the power industry, including requiring a disproportionate amount of our management’s attention and resources, which could have an adverse impact on our business as well as place us at a competitive disadvantage relative to more established energy market participants. Our ownership or control of transmission projects could lead to us becoming subject to cost-of-service ratemaking and accounting requirements and to additional approval and public reporting requirements imposed by the FERC under the FPA. If we own or control a transmission project, we may have little control over the revenues or the selection of customers, since FERC imposes strict “open-access” and non-discrimination requirements on most non-governmental transmission facilities. A failure to successfully integrate such acquisitions into our existing project portfolio as a result of unforeseen operational difficulties or otherwise, could have a material adverse effect on our business, financial condition and results of operations.

We are subject to risks associated with litigation or administrative proceedings that could materially impact our operations, including proceedings in the future related to projects we subsequently acquire.

We are subject to risks and costs, including potential negative publicity, associated with lawsuits, in particular, with respect to environmental claims and lawsuits or claims contesting the development or operation of our projects. See “Business—Legal Proceedings.” The result of and costs associated with defending any such lawsuit, regardless of the merits and eventual outcome, may be material and could have a material adverse effect on our operations. In the future, we may be involved in legal proceedings, disputes, administrative proceedings, claims and other litigation that arise in the ordinary course of business related to a project that we subsequently acquire. For example, individuals and interest groups may sue to challenge the issuance of a permit for a project or seek to enjoin construction or operation of a project. We may also become subject to claims from individuals who live in the proximity of our projects based on alleged negative health effects related to acoustics caused by wind turbines. In addition, we may subsequently become subject to legal proceedings or claims contesting the construction or operation of our projects. Any such legal proceedings or disputes could delay completion of the construction of a project in a timely manner or at all, or materially increase the costs associated with commencing or continuing commercial operations at a project. Settlement of claims and unfavorable outcomes or developments relating to these proceedings or disputes, such as judgments for monetary damages, injunctions or denial or revocation of permits, could have a material adverse effect on our ability to implement our growth strategy and, ultimately, our business, financial condition and results of operations.

Pursuant to our cash dividend policy, we intend to distribute substantially all of our cash available for distribution through regular quarterly dividends, and our ability to grow and make acquisitions with cash on hand could be limited.

Pursuant to our cash dividend policy, we intend to distribute substantially all of our cash available for distribution through regular quarterly dividends to holders of our common stock, as discussed in more detail in “Cash Dividend Policy.” As such, our growth may not be as fast as that of businesses that reinvest their available cash to expand ongoing operations. To the extent we issue additional equity securities in connection with any acquisitions or growth capital expenditures, the payment of dividends on these additional equity securities may increase the risk that we will be unable to maintain our per share dividend rate. We may also rely upon external financing sources, including the issuance of debt and equity securities and bank borrowings to fund our acquisitions and growth capital expenditures. The incurrence of bank borrowings or other debt to finance our growth strategy will result in increased interest expense and the imposition of additional or more restrictive covenants, which, in turn, may impact our ability to pay dividends to holders of our common stock. We may decide not to pursue otherwise attractive acquisitions if the projected short-term cash flow from the acquisition or investment is not adequate to service the capital raised to fund the acquisition or investment, after giving effect to our available cash reserves.

In the future, we may acquire certain projects in joint ventures, and our partners’ interests may conflict with our and our stockholders’ interests.

In the future, we may acquire certain projects in joint ventures. Joint ventures inherently involve a lesser degree of control over business operations, which could result in an increase in the financial, legal, operational or compliance risks associated with a project, including, but not limited to, variances in accounting internal control requirements. To the extent we do not have a controlling interest in a project, our joint venture partners could take actions that decrease the value of our investment and lower our overall return. In addition, conflicts of interest may arise in the future between us and our stockholders, on the one hand, and our joint venture partners, on the other hand, where our joint venture partners’ business interests are inconsistent with our and our stockholders’ interests. Further, disagreements or disputes between us and our joint venture partners could result in litigation, which could increase our expenses and potentially limit the time and effort our officers and directors are able to devote to our business, all of which could have a material adverse effect on our business, financial condition and results of operations.

Our indebtedness may adversely affect our ability to operate our business and impair our ability to pay dividends.

After giving effect to the Acquisitions, this offering and the use of proceeds therefrom, our pro forma combined as adjusted indebtedness as of December 31, 2014 would have been approximately $ million, or approximately % of our total pro forma combined capitalization of approximately $ million at such date. See “Unaudited Pro Forma Condensed Combined Financial Information,” “Capitalization” and “Use of Proceeds” for a discussion of the related pro forma adjustments and assumptions.

Any of these consequences could have a material adverse effect on our business, financial condition and results of operations. Certain of the Founding Companies are currently in non-compliance or have previously failed to comply with the covenants and other terms of the project-level debt agreements. Following their acquisition by us, the Founding Companies may continue to face difficulties in complying with such requirements. If we do not comply with our obligations under our debt instruments, we may be required to refinance all or part of our existing debt, borrow additional amounts or sell securities, which we may not be able to do on favorable terms or at all. In addition, increases in interest rates and changes in debt covenants may reduce the amounts that we can borrow, reduce our cash flows and increase the equity investment we may be required to make to ensure complete construction of projects we acquire. These increases could cause some of our projects to become economically unattractive. If we are unable to raise additional capital or generate sufficient operating cash flow to repay our indebtedness, we could be in default under our lending agreements and could be required to delay construction of our projects, reduce overhead costs, reduce the scope of our projects or abandon or sell some or all of our projects, all of which could have a material adverse effect on our business, financial condition and results of operations.

If our subsidiaries default on their obligations under their project-level debt, we may decide to make payments to lenders to prevent foreclosure on the collateral securing the project-level debt, which would, without such payments, cause us to lose our ownership interest in the subsidiary or in some or all of its assets.

Our subsidiaries incur various types of debt. Non-recourse debt is repayable solely from the applicable project’s revenues and is secured by the project’s physical assets, major contracts, cash accounts and, in many cases, our ownership interest in the project subsidiary. Limited recourse debt is debt where we have provided a limited guarantee, and recourse debt is debt where we have provided a full guarantee, which means if our subsidiaries default on these obligations, we will be liable directly to those lenders, although in the case of limited recourse debt only to the extent of our limited recourse obligations. To satisfy these obligations, we may be required to use amounts distributed by our other subsidiaries as well as other sources of available cash, reducing our cash available to execute our business plan and pay dividends to holders of our shares. In addition,

if our subsidiaries default on their obligations under non-recourse financing agreements, we may decide to make payments to prevent the lenders of these subsidiaries from foreclosing on the relevant collateral. Such a foreclosure would result in our losing our ownership interest in the subsidiary or in some or all of its assets. The loss of our ownership interest in one or more of our subsidiaries or some or all of their assets could have a material adverse effect on our business, financial condition and results of operations.

We provide a variety of indemnities in the ordinary course of business to contractual counterparties and to our lenders and other financial partners. In addition, although we primarily rely on limited recourse or non-recourse financing at our project-level entities we sometimes provide specific indemnities to support such financings.

Our failure to pay any of these indemnities would enable the applicable project lenders to foreclose on the project collateral. In addition, the payments we may be obligated to make pursuant to these indemnities could have a material adverse effect on our business, financial condition and results of operations. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” elsewhere in this prospectus.

To the extent that we engage in hedging activities to reduce our currency exchange rate exposure, we may be prevented from realizing the full benefits of exchange rate increases above the level of the hedges. However, because we are not fully hedged, we will continue to have exposure on the unhedged portion of the currency we exchange.

Our hedging activities may not be as effective as we anticipate in reducing the volatility of our future cash flows. Our hedging activities can result in substantial losses if hedging arrangements are imperfect or ineffective or our hedging policies and procedures are not followed properly or do not work as intended. Further, hedging contracts are subject to the credit risk that the other party may prove unable or unwilling to perform its obligations under the contracts, particularly during periods of weak and volatile economic conditions. Certain of the financial instruments we may use to hedge our exchange rate exposure may be required to be accounted for on a mark-to-market basis. This would cause periodic earnings volatility due to fluctuations in exchange rates. Any exposure to adverse currency exchange rate fluctuations could materially and adversely affect our financial condition and results of operations.

We enter into PPAs when we sell our electricity into non-ISO markets or where we believe it is otherwise advisable. Under a PPA, we contract to sell all or a fixed proportion of the electricity generated by one of our projects, sometimes bundled with renewable energy certificates and capacity or other environmental attributes (such as credits, benefits and emissions reductions), to a power purchaser, often a utility. We do this to stabilize our revenues from that project. We are exposed to the risk that the power purchaser will fail to perform under a PPA, with the result that we may have to sell our electricity at the market price, which could be substantially lower than the price provided in the applicable PPA. In most instances, we also commit to sell minimum levels of generation. If the project generates less than the committed volumes, we may be required to buy the shortfall of electricity on the open market or make payments of liquidated damages or be in default under a PPA, which could result in its termination.

We sometimes seek to sell forward a portion of our renewable energy certificates or other environmental credits to fix the revenues from those attributes and hedge against future declines in prices of renewable energy certificates or other environmental attributes (such as credits, benefits and emissions reductions). If our projects do not generate the amount of electricity required to earn the renewable energy certificates or other environmental attributes (such as credits, benefits and emission reductions) sold forward or if for any reason the electricity we generate does not produce renewable energy certificates or other environmental attributes (such as credits, benefits and emissions reductions) for a particular state, we may be required to make up the shortfall of renewable energy certificates or other environmental attributes (such as credits, benefits and emissions reductions) through purchases on the open market or make payments of liquidated damages. Further, current

market conditions may limit our ability to hedge sufficient volumes of our anticipated renewable energy certificates or other environmental attributes (such as credits, benefits and emissions reductions), leaving us exposed to the risk of falling prices for renewable energy certificates or other environmental attributes (such as credits, benefits and emissions reductions). Future prices for renewable energy certificates or other environmental attributes (such as credits, benefits and emissions reductions) are also subject to the risk that regulatory changes will adversely affect prices.

We are a holding company with no operations of our own, and we will depend on our projects for cash to fund all of our operations and expenses, including to make dividend payments.

Our operations are conducted entirely through our projects and our ability to generate cash to meet our debt service obligations or to pay dividends is dependent on the earnings and the receipt of funds from our project subsidiaries through distributions or intercompany loans. Our projects’ ability to generate adequate cash depends on a number of factors, including sunlight, wind and other weather conditions, timely completion of construction of projects that we acquire in the future, the price of electricity, payments by key power purchasers, increased competition, foreign currency exchange rates, compliance with all applicable laws and regulations and other factors. See “—Risks Related to Our Projects.” Our ability to declare and pay regular quarterly cash dividends will be subject to our obtaining sufficient cash distributions from our project subsidiaries after the payment of operating costs, debt service and other expenses. See “Cash Dividend Policy.” We may lack sufficient available cash to pay dividends to holders of our shares due to shortfalls attributable to a number of operational, commercial or other factors, including insufficient cash flow generation by our projects, as well as unknown liabilities, the costs associated with government regulation, increases in our operating or general and administrative expenses, principal and interest payments on our and our subsidiaries’ outstanding debt, tax expenses, working capital requirements and anticipated cash needs.

The forecast presented elsewhere in this prospectus was prepared using assumptions that our management believes are reasonable. See “Cash Dividend Policy—Forecasted Cash Available for Distribution for the Fiscal Years Ending June 30, 2016 and December 31, 2016—Forecast Limitations, Assumptions and Other Considerations.” These include assumptions regarding the future composition of our project portfolio, future operating costs of our projects, our projects’ future level of electricity generation, interest rates, foreign currency exchange rates, administrative expenses, tax treatment of income, future capital expenditure requirements and the absence of material adverse changes in economic conditions or government regulations. They also include assumptions about sunlight, wind and other weather patterns (which are variable and difficult to predict) and availability of our equipment. Our forecast also assumes the completion of the acquisition of the projects for which we have entered into Purchase Options, which are subject to negotiation of definitive agreements, due diligence, achievement of development milestones in certain cases, our ability to secure the funds necessary to consummate the acquisitions through debt and/or equity financing, third-party consents, regulatory approvals, approval by our independent directors and other conditions. If we do not acquire such projects, our cash available for distribution would be reduced.

In particular, our cash available for distribution is most directly affected by the volume of electricity generated and sold by our projects because revenue from electricity sales is the most significant component of our net income and net cash provided by operating activities. However, for a static portfolio of projects, our expenses, including operating expenses and interest payments on indebtedness, have less variability than the

volume of electricity generated and sold. Accordingly, decreases in the volume of electricity generated and sold by our projects typically result in a proportionately greater decrease in our cash available for distribution. For example, if the forecasted volume of electricity generated by our projects for the year ended June 30, 2016 increased or decreased by %, we estimate that our forecasted net cash provided by operating activities and cash available for distribution would correspondingly increase or decrease by approximately $ (or approximately % with respect to forecasted cash available for distribution) and that our 2015 net income would correspondingly increase or decrease by approximately $ . See “Cash Dividend Policy—Forecasted Cash Available for Distribution for the Fiscal Years Ending June 30, 2016 and December 31, 2016.” For an explanation of the portfolio effect on our projected output, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

In addition, the forecast assumes that no unexpected risks materialize during the forecast period. Any one or more of these assumptions may prove to be incorrect, in which case our actual results of operations will be different from, and possibly materially worse than, those contemplated by the forecast. There can be no assurance that the assumptions underlying the forecast will prove to be accurate. Actual results for the forecast period will likely vary from the forecast results and those variations may be material. We make no representation that actual results achieved in the forecast period will be the same, in whole or in part, as those forecasted herein.

Our cash available for distribution to holders of our shares may be reduced as a result of restrictions on our subsidiaries’ cash distributions to us under the terms of their indebtedness.

Following completion of this offering, we intend to declare and pay regular quarterly cash dividends on all of our outstanding shares. However, in any period, our ability to pay dividends to holders of our shares depends on the performance of our subsidiaries and their ability to distribute cash to us as well as all of the other factors discussed under “Cash Dividend Policy.” The ability of our subsidiaries to make distributions to us may be restricted by, among other things, the provisions of existing and future indebtedness.

Restrictions on distributions to us by our subsidiaries under the agreements governing their respective project-level debt could limit our ability to pay anticipated dividends to holders of our shares. These agreements contain financial tests and covenants that our subsidiaries must satisfy prior to making distributions. If any of our subsidiaries is unable to satisfy these restrictions or is otherwise in default under such agreements, it would be prohibited from making distributions to us that could, in turn, limit our ability to pay dividends to holders of our shares. The terms of our project-level indebtedness typically require commencement of commercial operations prior to our ability to receive cash distributions from a project. The terms of any such indebtedness also typically include cash management or similar provisions, pursuant to which revenues generated by projects subject to such indebtedness are immediately, or upon the occurrence of certain events, swept into an account for the benefit of the lenders under such debt agreements. As a result, project revenues typically only become available to us after the funding of reserve accounts for, among other things, debt service, taxes and insurance at the project level. In some instances, projects may be required to sweep cash to reserve funds intended to mitigate the results of pending litigation or other potentially adverse events. If our projects do not generate sufficient cash available for distribution, we may be required to fund dividends from working capital, proceeds from this offering, the sale of assets or by obtaining other debt or equity financing, which may not be available, any of which could have a material adverse effect on the price of our shares and on our ability to pay dividends at anticipated levels or at all. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Our ability to pay regular dividends on our shares is subject to the discretion of our board of directors.

Our stockholders will have no contractual or other legal right to dividends. The payment of future dividends on our shares will be at the discretion of our board of directors and will depend on, among other things, our earnings, financial condition, capital requirements, level of indebtedness, statutory and contractual restrictions applying to the payment of dividends, including the requirements of Section 170 of the Delaware General Corporation Law (the “DGCL”) that we pay dividends only out of surplus or net profits for the fiscal year in

which the dividend is declared or the preceding fiscal year, and other considerations that our board of directors deems relevant. Our board of directors will have the authority to establish cash reserves for the prudent conduct of our business, and the establishment of or increase in those reserves could result in a reduction in cash available for distribution to pay dividends on our shares at anticipated levels. Accordingly, we may not be able to make, or may have to reduce or eliminate, the payment of dividends on our shares, which could adversely affect the market price of our shares.

There is no existing market for our shares, and we do not know if one will develop with adequate liquidity to sell our shares at prices equal to or greater than the offering price.

Prior to this offering, there has not been a public market for our shares. We cannot predict the extent to which investor interest in our company will lead to the development of an active trading market on any stock exchanges or otherwise or how liquid that market might become. If an active trading market does not develop, you may have difficulty selling our shares that you purchase in this offering. The initial public offering price for our shares was determined by negotiations between us and the underwriters and may not be indicative of prices that will prevail in the open market following this offering. Consequently, you may not be able to sell our shares at prices equal to or greater than the price you paid in this offering or at all.

We are an “emerging growth company,” and we cannot be certain if the reduced reporting requirements applicable to “emerging growth companies” will make our shares less attractive to investors.

We are an “emerging growth company.” For as long as we are an “emerging growth company,” we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and certain reduced disclosure obligations regarding executive compensation in this prospectus and in our periodic reports and proxy statements and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We could be an “emerging growth company” for up to five years, although circumstances could cause us to lose that status earlier. See “Prospectus Summary—Emerging Growth Company Status.” We cannot predict if investors will find our shares less attractive because we may rely on these exemptions. If some investors find our shares less attractive as a result, there may be a less active trading market for our shares and our share price may be more volatile.

Under the JOBS Act, “emerging growth companies” can also delay adopting new or revised accounting standards until such standards apply to private companies. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards that have different effective dates for public and private companies. In other words, an “emerging growth company” can delay the adoption of such accounting standards until those standards would otherwise apply to private companies until the first to occur of the date the subject company (i) is no longer an “emerging growth company” or (ii) affirmatively and irrevocably opts out of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act. Although we are choosing to “opt out” of the extended transition period relating to the exemption from new or revised financial accounting standards, we may choose to take advantage of some, but not all, of these other provisions. We have availed ourselves of the exemption from disclosing certain executive compensation information in this prospectus pursuant to the JOBS Act. We have also availed ourselves of the option to present only two years of audited financial statements and related Management’s Discussion and Analysis of Financial Condition and Results of Operations in this prospectus. We cannot predict if investors will find our shares less attractive because we will rely on these exemptions. If some investors find our shares less attractive as a result, there may be a less active trading market for our shares and our share price may be more volatile.

If securities or industry analysts do not publish or cease to publish research or reports about us, our business or our market, or if they change their recommendations regarding our shares adversely, the price and trading volume of our shares could decline.

The trading market for our shares will be influenced by the research and reports that industry or securities analysts may publish about us, our business, our market or our competitors. If any of the analysts who may cover us change their recommendations regarding our shares adversely, or provide more favorable relative recommendations about our competitors, the price of our shares would likely decline. If any analyst who may cover us were to cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the price or trading volume of our shares to decline.

Market interest and foreign exchange rates may have an effect on the value of our shares.

One of the factors that will influence the price of our shares will be the effective dividend yield of our shares (i.e., the yield as a percentage of the then market price of our shares) relative to market interest rates. An increase in market interest rates, which are currently at low levels relative to historical rates, may lead prospective purchasers of our shares to expect a higher dividend yield and, our inability to increase our dividend as a result of an increase in borrowing costs, insufficient cash available for distribution or otherwise, could result in selling pressure on, and a decrease in the market price of, our shares as investors seek alternative investments with higher yield.

The price of our shares may fluctuate significantly, and you could lose all or part of your investment.

Volatility in the market price of our shares may prevent you from being able to sell your shares at or above the price you paid for your shares. The market price of our shares could fluctuate significantly for various reasons, including:

In addition, volatility in the stock markets has had a significant impact on the market price of securities issued by many companies, including companies in our industry. The changes frequently appear to occur without regard to the operating performance of the affected companies. Hence, the price of our shares could fluctuate based upon factors that have little or nothing to do with our company, and these fluctuations could materially reduce the market price of our shares and cause you to lose all or part of your investment. Further, in the past, market fluctuations and price declines in a company’s stock have led to securities class action litigation. If such a suit were to arise, it could have a substantial cost and divert our resources regardless of the outcome.

In addition, we intend to use shares of our common stock as consideration to complete the Acquisitions, the purchase of the projects subject to Purchase Options, as well as future acquisitions of entities or assets. To the extent our share price declines from the price at which we sell shares in this offering, we may need to issue more shares to complete such acquisitions, which could further negatively impact our stock price and dilute your investment.

If we fail to implement and maintain proper and effective internal controls, our ability to produce accurate and timely financial statements could be impaired and our reputation could be harmed.

We have identified material weaknesses in internal control over financial reporting of LightBeam and certain Founding Companies. The material weaknesses identified relate primarily to the current lack of sufficient accounting personnel to support the accounting of routine transactions and the financial reporting process as well as a lack of technical expertise to appropriately account for complex, non-routine transactions. LightBeam and certain of the Founding Companies also currently lack sufficient policies and procedures surrounding financial reporting. Such material weaknesses resulted in adjustments to our and certain of the Founding Companies’ financial statements, some of which were material adjustments. We are addressing these material weaknesses by hiring additional personnel with appropriate accounting knowledge and public company financial reporting experience to build our financial management and reporting infrastructure, engaging a third party to provide additional accounting services, improving our technology, and further developing and documenting our accounting policies and financial reporting procedures in advance of becoming a public company and thereafter. We cannot assure you that we will be successful in implementing these measures or, if implemented, such measures will be effective. In addition, we will be required to incur costs in improving our internal control system and the hiring and training of additional personnel.

Neither we nor our independent registered public accounting firm has performed an evaluation of our internal control over financial reporting during any period in accordance with the provisions of the Sarbanes-Oxley Act. In light of the resulting material weaknesses that were identified as a result of the limited procedures performed, we believe that it is possible that additional material weaknesses and/or control deficiencies may have been identified if such an evaluation had been performed.

Failure to implement and maintain effective internal controls over financial reporting could adversely affect our ability to report our financial results accurately and timely, reputation, financial condition and results of operations. Failure to comply with the Sarbanes-Oxley Act and the other legal and regulatory requirements placed upon us as a public company could also potentially subject us to sanctions or investigations by the SEC or other regulatory authorities and to litigation.

We will incur increased costs and demands upon management as a result of complying with the laws and regulations affecting public companies, which could harm our operating results, and such costs may increase when we cease to be an “emerging growth company.”

As a public company, we will incur significant legal, accounting, investor relations and other expenses that generally are not incurred by private companies, including costs associated with public company reporting requirements. We also have incurred and will incur costs associated with current corporate governance requirements, various provisions of the Sarbanes-Oxley Act and the Dodd-Frank Act of 2010, as well as rules implemented by the SEC and the stock exchanges on which we expect our shares will be traded.

Such costs may increase when we cease to be an “emerging growth company.” For as long as we remain an “emerging growth company,” we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We may take advantage of these reporting exemptions until we are no longer an “emerging growth company.” See “Prospectus Summary—Emerging Growth Company Status.” After we are no longer an “emerging growth company,” we expect to incur additional expenses and devote substantial management effort toward ensuring compliance with those requirements applicable to companies that are not “emerging growth companies.”

The expenses incurred by public companies for reporting and corporate governance purposes have increased dramatically over the past several years. We expect these rules and regulations to increase our legal and financial compliance costs substantially and to make some activities more time consuming and costly. We are currently unable to estimate these costs with a high degree of certainty. Greater expenditures may be necessary in the future with the advent of new laws and regulations pertaining to public companies. If we are not able to comply with reporting and corporate governance requirements in a timely manner, the market price of our shares could decline and we could be subject to sanctions or investigations by the SEC, the applicable stock exchanges or other regulatory authorities, which would require additional financial and management resources. Because the JOBS Act has only recently been enacted, it is not yet clear whether investors will accept the more limited disclosure requirements that we may be entitled to follow while we are an “emerging growth company.” To the extent investors are not comfortable with a more limited disclosure regime, they may not be comfortable purchasing and holding our shares if we elect to comply with the reduced disclosure requirements. We also expect that, as a public company, it will be more expensive for us to obtain director and officer liability insurance.

The accounting treatment for many aspects of our business is complex and any changes to the accounting interpretations or accounting rules governing our business could have a material adverse effect on our GAAP reported results of operations and financial results.

The accounting treatment for many aspects of our business is complex, and our future results could be adversely affected by changes in the accounting treatment applicable to our business. In particular, any changes to the accounting rules regarding the following matters may require us to change the manner in which we operate and finance our business:

The initial public offering price per share is substantially higher than our pro forma net tangible book value per share immediately after the offering. As a result, you will pay a price per share that substantially exceeds the pro forma book value of our assets after subtracting our liabilities. At our offering price of $ per share, the mid-point of the estimated offering price range set forth on the cover page of this prospectus, you will incur immediate and substantial dilution in the amount of $ per share. See “Dilution.”

As a result of the FPA and FERC’s regulations in respect of transfers of control, absent prior authorization by FERC, we may not convey, nor will an investor in our company generally be permitted to obtain, a direct and/or indirect voting interest in 10% or more of our issued and outstanding voting securities, and a violation of this limitation could result in civil or criminal penalties under the FPA and possible further sanctions imposed by FERC under the FPA.

Upon completion of this offering, we will be a holding company with U.S. operating subsidiaries that are “public utilities” (as defined in the FPA) and, therefore, subject to FERC’s jurisdiction under the FPA. While the U.S. electric assets we will acquire upon completion of this offering are Qualifying Facilities that are not themselves subject to FERC merger, acquisition, or securities regulation, if we acquire or develop projects that are not entitled to these immunities from FERC regulation, the FPA would require us either to (i) obtain prior authorization from FERC to transfer an amount of our voting securities sufficient to convey direct or indirect control over any of our public utility subsidiaries or (ii) qualify for a blanket authorization granted under or an exemption from FERC’s regulations in respect of transfers of control. Similar restrictions apply to purchasers of our voting securities who are a “holding company” under the PUHCA in a holding company system that includes a transmitting utility or an electric utility, or an “electric holding company,” regardless of whether our voting securities are purchased in this offering or in subsequent offerings, in open market transactions or otherwise. A purchaser of our voting securities would be a “holding company” under the PUHCA and an electric holding company if the purchaser acquired direct or indirect control over 10% or more of our voting securities or if FERC otherwise determined that the purchaser could directly or indirectly exercise control over our management or policies (e.g., as a result of contractual board or approval rights). Under the PUHCA, a “public-utility company” is defined to include an “electric utility company,” which is any company that owns or operates facilities used for the generation, transmission or distribution of electric energy for sale, and which includes EWGs such as our U.S. operating subsidiaries. Accordingly, absent prior authorization by FERC or a general increase to the applicable percentage ownership under a blanket authorization, for the purposes of sell-side transactions by us and buy-side transactions involving purchasers of our securities that are electric holding companies, no purchaser can acquire 10% or more of our issued and outstanding voting securities. A violation of these regulations by us, as sellers, or an investor, as a purchaser of our securities, could subject the party in violation to civil or criminal penalties under the FPA, including civil penalties of up to $1 million per day per violation and other possible sanctions imposed by FERC under the FPA.

As a result of the FPA and FERC’s regulations in respect of transfers of control, and consistent with the requirements for blanket authorizations granted thereunder or exemptions therefrom, absent prior authorization by FERC, no purchaser of our shares in this offering, or subsequent offerings of our voting securities, will be permitted to purchase an amount of our securities from us that would cause such purchaser and its affiliate and associate companies to collectively hold 10% or more of our voting securities outstanding on a post-offering basis. Additionally, purchasers in this offering should manage their investment in us in a manner consistent with FERC’s regulations in respect of obtaining direct or indirect “control” of our company. Accordingly, following the completion of this offering, absent prior authorization by FERC, investors in our shares that are electric holding companies are advised not to acquire a direct and/or indirect voting interest in 10% or more of our issued and outstanding voting securities, whether in connection with an offering by us, open market purchases or otherwise.

Provisions of our organizational documents and Delaware law might discourage, delay or prevent a change of control of our company or changes in our management and, as a result, depress the trading price of our shares.

Upon the completion of this offering, our amended and restated certificate of incorporation and amended and restated bylaws will contain provisions that could discourage, delay or prevent a change in control of our company or changes in our management that the stockholders of our company may deem advantageous. These provisions will:

These anti-takeover defenses could discourage, delay or prevent a transaction involving a change in control of our company. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and cause us to take corporate actions other than those you desire. See “Description of Capital Stock.”

Future sales of our shares in the public market by us or by our stockholders could lower our share price, dilute your ownership in us and adversely affect the market price of our shares.

Upon the completion of the offering, the shares that we are selling in this offering will be freely tradable without restriction under the Securities Act unless acquired by affiliates of ours. In addition, the shares to be issued to our officers and certain employees and consultants will be registered under the Securities Act and freely tradable without restriction unless acquired by our affiliates. The shares to be issued pursuant to the Acquisitions and the shares outstanding prior to the date of this prospectus have not been registered under the Securities Act, and, therefore, may not be sold unless registered under the Securities Act or sold pursuant to an exemption from registration, such as the exemption provided by Rule 144. Furthermore, certain of the stockholders of the initial Members and our executive officers and directors will agree to certain restrictions on the sale, transfer or other disposition of these shares pursuant to lock-up agreements with the underwriters. The restrictions under the lock-up agreements with the underwriters will lapse 180 days after the date of this prospectus. Subject to compliance with Rule 144 and with any lock-up restrictions, the initial Members, our executive officers and our other stockholders may be able to sell a substantial number of shares in the public market. We will issue shares to our officers, employees and certain consultants in the future and may also issue additional shares in subsequent public offerings.

We cannot predict the effect, if any, that future issuances or sales of our shares by us or our stockholders will have on the market price of our shares. Sales of substantial amounts of our shares, or the perception that such sales could occur, may adversely affect prevailing market prices for our shares. See “The Acquisitions” and “Shares Eligible for Future Sale.”

This prospectus contains forward-looking statements. All statements other than statements of historical fact included in this prospectus are forward-looking statements. The words “may,” “could,” “should,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” “plan,” “predict,” “forecast” and other expressions that are predictions of or indicate future events and trends and that do not relate to historical matters identify forward-looking statements. You should not place undue reliance on these forward-looking statements. Although forward-looking statements reflect management’s good faith beliefs, reliance should not be placed on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements in this prospectus speak only as of the date of this prospectus. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to:

We derive many of our forward-looking statements from our forecasts, which are based upon many detailed assumptions, including industry data referenced elsewhere in this prospectus. While we believe our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations are disclosed under “Risk Factors,” “Cash Dividend Policy—Forecasted Cash Available for Distribution for the Fiscal Years Ending December 31, 2015 and 2016—Forecast Limitations, Assumptions and Other Considerations” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this prospectus. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements in this prospectus as well as other cautionary statements that are made from time to time in our other filings with the SEC or public communications. You should evaluate all forward-looking statements made in this prospectus in the context of these risks and uncertainties.

We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if those results or developments are substantially realized, that they will result in the consequences we anticipate or affect us or our operations in the way we expect.

We estimate the net proceeds to us from this offering will be approximately $ million ($ million if the underwriters exercise their option to purchase additional shares in full), based upon an assumed public offering price of $ per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

We intend to use the net proceeds from this offering to pay $ million of the cash consideration to be paid to our initial Members pursuant to the Acquisitions, as described in “The Acquisitions.” We expect to enter into a credit facility for approximately $ million in the aggregate to be used to pay the remaining portion of the cash consideration payable to the initial Members pursuant to the Acquisitions, to repay $ million of indebtedness (exclusive of prepayment penalties) relating to our Initial Portfolio, which bore interest ranging from 2.50% to 9.00% as of December 31, 2014, and for working capital and general corporate purposes.

The table below sets forth a list of the loans to be repaid from the proceeds of this offering and borrowings under our credit facility concurrently with the completion of this offering.

In connection with the Acquisitions, we will also issue to our initial Members shares as consideration for the projects in our Initial Portfolio they will contribute to us. One of our directors and principal stockholders following this offering has interests in one of our initial Members. See “The Acquisitions” and “Certain Relationships and Related Party Transactions.”

The following table sets forth the cash and cash equivalents and the capitalization as of December 31, 2014 on (i) an actual basis for LightBeam Electric Company, (ii) a pro forma combined basis to reflect the Acquisitions and other pro forma adjustments and assumptions set forth under the heading “Unaudited Pro Forma Condensed Combined Financial Information” as if each has occurred on such date and (iii) a pro forma combined basis, as adjusted to reflect the Acquisitions, the Financing and other pro forma adjustments and assumptions set forth under the heading “Unaudited Pro Forma Condensed Consolidated Combined Financial Information” as if each has occurred on such date.

We derived this table from, and it should be read in conjunction with and is qualified in its entirety by reference to, our and our initial Members’ historical financial statements and our unaudited pro forma condensed combined financial information and the accompanying notes included elsewhere in this prospectus. You should also read this table in conjunction with “Prospectus Summary—Our Organizational Structure and the Acquisitions,” “Use of Proceeds,” “Selected Historical Financial Data,” “Unaudited Pro Forma Condensed Combined Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “The Acquisitions.”

Dilution is the amount by which the offering price paid by the purchasers of shares of our common stock sold in this offering will exceed the as adjusted pro forma combined net tangible book value per share of our common stock after the offering. Prior to the Acquisitions, our initial Members will not own any shares of our common stock and, accordingly, in order to more meaningfully present the dilutive impact on the purchasers in this offering, we have presented dilution in net tangible book value per share to investors in this offering assuming that the issuance of our shares in connection with the Acquisitions has occurred. At December 31, 2014, we would have had a pro forma combined net tangible book value of approximately $ million, or $ per share to be issued to our initial Members pursuant to the Acquisitions. After giving further effect to this offering and the use of proceeds therefrom, the as adjusted pro forma combined net tangible book value at December 31, 2014 attributable to our shares of common stock would have been $ million, or $ per share. Purchasers of our shares in this offering will experience substantial and immediate dilution in as adjusted pro forma combined net tangible book value per share, as illustrated in the following table:

The following table sets forth, as of December 31, 2014, the differences among the number of shares of common stock purchased, the total consideration paid or exchanged and the average price per share paid by our existing stockholders after giving effect to the Acquisitions, but immediately prior to this offering, and by purchasers of our shares of common stock in this offering, assuming an initial public offering price of $ per share (the midpoint of the estimated offering price range set forth on the cover page of this prospectus).

The following discussion includes forward-looking statements relating to our cash dividend policy as well as an illustrative forecast of our possible future operating results for each of the years ending December 31, 2015 and 2016. This forecast of future operating results and cash available for distribution in future periods is based on the assumptions described below and other assumptions believed by us to be reasonable as of the date of this prospectus. However, we cannot assure you that any or all of these assumptions will be realized. These forward-looking statements are based upon estimates and assumptions about circumstances and events that have not yet occurred and are subject to all of the uncertainties inherent in making projections. This forecast should not be relied upon as fact or as an accurate representation of future results. Future results will be different from this forecast, and the differences may be materially less favorable. Our operations are subject to numerous risks and uncertainties, including those discussed above under the caption “Risk Factors” and “Forward-Looking Statements.” You should not place undue emphasis on these forward-looking statements.

Our actual results in future periods may also be materially different than our and our initial Members’ historical financial results or our pro forma financial results. For additional information regarding our historical financial results, you should refer to our and our initial Members’ audited historical financial statements included elsewhere in this prospectus.

We intend to pay regular quarterly dividends in U.S. dollars to holders of our common stock. Our quarterly dividend will initially be set at $ per share, or $ per share on an annualized basis. Our ability to pay dividends will be subject to the risks cited above and the factors described below under “—Risks Regarding Our Cash Dividend Policy.” We have no legal obligation to pay any cash dividends to holders of our shares of common stock. We have established our initial quarterly dividend level based on a targeted cash available for distribution payout ratio of %, after considering the annual cash available for distribution that we expect our projects will be able to generate following the commencement of commercial operations at all of our construction projects and with due regard to retaining a portion of the cash available for distribution to grow our business. We intend to grow our business primarily through the acquisition of operational and construction-ready power projects, which, we believe, will facilitate the growth of our cash available for distribution and enable us to increase our dividend per share over time.

We expect to pay a quarterly dividend, if any, on or about the 45th day following each fiscal quarter, on or about the 15th day of each February, May, August and November, to holders of record of our shares of common stock on or about the first day of each such month. With respect to our first dividend payable on or about , 2015 to holders of record on , 2015, we intend to pay a pro-rated dividend covering the period from the completion of this offering through , 2015, based on our initial dividend level and the actual length of that period.

Our cash available for distribution is likely to fluctuate from quarter to quarter, perhaps significantly, as a result of variability and other factors. See “Risk Factors.” Accordingly, during quarters in which we generate cash available for distribution in excess of the amount required to pay our stated quarterly dividend, we may reserve a portion or all of the excess to fund dividends in future quarters, to fund the acquisition of additional power projects, to increase our cash reserves, or to fund additional business activities to support the growth or operation of our business. In addition, we may use sources of cash not included in our calculation of cash available for distribution, such as certain net cash provided by financing and investing activities, to pay dividends to holders of our shares of common stock in quarters in which we do not generate sufficient cash available for distribution to fund our stated quarterly dividend. Although these other sources of cash may be substantial and available to fund a dividend payment in a particular period, we will exclude these items from our calculation of cash available for distribution because we consider them non-recurring or otherwise not representative of the operating cash flows we typically expect to generate.

Our management team considered various financial performance and liquidity measures, including net income (loss), and cash available for distribution, in assessing the amount of cash that we expect our projects will be able to generate during the forecast period. Cash available for distribution is a non-U.S. GAAP financial measure that we intend to use to assist us in determining whether we are generating cash flow at a level that can sustain, or support an increase in, our dividend.

We believe that an understanding of cash available for distribution is useful to investors in evaluating our ability to pay dividends pursuant to our stated cash dividend policy. We define “cash available for distribution” as net cash provided by operating activities, determined in accordance with U.S. GAAP, as adjusted by:

For a reconciliation of cash available for distribution to net cash provided by (used in) operating activities and of cash available for distribution to net income, in each case, for the year ended December 31, 2014 and for the years ending June 30, 2016 and December 31, 2016, see “—Unaudited Cash Available for Distribution for the Twelve Months Ended December 31, 2014” and “—Forecasted Cash Available for Distribution,” respectively.

We disclose cash available for distribution because management believes it will be used by investors and analysts to evaluate our liquidity. However, cash available for distribution has limitations as an analytical tool because it excludes depreciation and accretion, does not capture the level of capital expenditures necessary to maintain the operating performance of our projects, is not reduced for principal payments on our project indebtedness except to the extent they are paid from operating cash flows during a period and excludes the effect of certain other cash flow items, all of which could have a material effect on our financial condition and results from operations. Cash available for distribution is a non-U.S. GAAP measure and should not be considered an alternative to net income, net cash provided by (used in) operating activities or any other liquidity measure determined in accordance with U.S. GAAP, nor is it indicative of funds available to fund our cash needs. In addition, our calculation of cash available for distribution is not necessarily comparable to cash available for distribution as calculated by other companies. Investors should not rely on cash available for distribution as a substitute for any U.S. GAAP measure, including net income (loss) and net cash provided by (used in) operating activities. For a discussion of the risks and uncertainties with respect to our forecasted cash available for distribution see “Risk Factors—Risks Related to This Offering and Ownership of Our Common Stock—We cannot guarantee that our forecast will prove to be accurate. Our actual results of operations for the forecast period will likely be different than the results disclosed in the forecast and the variations may be material,” and “Risk Factors—Risks Related to This Offering and Ownership of Our Common Stock—Our cash available for distribution to holders of our shares may be reduced as a result of restrictions on our subsidiaries’ cash distributions to us under the terms of their indebtedness.”

We do not have a sufficient operating history as an independent company upon which to rely in evaluating whether we will have sufficient cash available for distribution and other sources of liquidity to allow us to pay dividends on our shares of common stock at our initial quarterly dividend level on an annualized basis. While we believe that we will have sufficient available cash to enable us to pay the aggregate dividend on our shares of common stock for the years ending June 30, 2016 and December 31, 2016, we may be unable to pay the quarterly dividend or any amount on our shares of common stock during these periods or any subsequent period. Holders of our shares of common stock have no contractual or other legal right to receive cash dividends from us on a quarterly or other basis and, while we currently intend to maintain our initial dividend following the completion of this offering and to grow our business and increase our dividend per share over time, our cash dividend policy is subject to all the risks inherent in our business and may be changed at any time. Some of the reasons for such uncertainties in our stated cash dividend policy include the following factors:

Unaudited Cash Available for Distribution for the Twelve Months Ended December 31, 2014

If we had completed the transactions contemplated in this prospectus on January 1, 2014, our unaudited cash available for distribution for the twelve months ended December 31, 2014 would have been approximately $ million. In addition, our cash available for distribution after investing and funding activities would have been approximately $ million for the twelve months ended December 31, 2014. These amounts would have been insufficient to pay the full quarterly cash dividend on all of our shares of common stock to be outstanding immediately after consummation of this offering based on our initial quarterly dividend of $ per share of our common stock per quarter (or $ per share on an annualized basis).

Our calculation of unaudited cash available for distribution does not include incremental external general and administrative expenses that we expect to incur as a result of being a publicly traded company, including costs associated with SEC reporting requirements, independent auditor fees, investor relations activities, stock exchange listing, registrar and transfer agent fees, incremental director and officer liability insurance and director compensation. We estimate that these incremental external general and administrative expenses initially will be approximately $ million per year. Such expenses are not reflected in our unaudited pro forma condensed combined financial information included elsewhere in this prospectus.

Our unaudited pro forma condensed combined financial information, from which our unaudited cash available for distribution was derived, does not purport to present our results of operations had the transactions contemplated in this prospectus actually been completed as of the dates indicated. We derived the amounts of unaudited cash available for distribution stated above in the manner shown in the table below. As a result, the amount of unaudited cash available should only be viewed as a general indicator of the amount of cash available for distribution that we might have generated had we been formed and completed the transactions contemplated in this prospectus in earlier periods.

Based upon the assumptions described below and other assumptions that we believe to be reasonable as of the date of this prospectus, the forecast indicates that we will generate cash available for distribution during the years ending June 30, 2016 and December 31, 2016 of $ million and $ million, respectively.

Our forecast for the year ending June 30, 2016 indicates that we expect to generate cash available for distribution during the period of $ million.

Our forecast for the year ending December 31, 2016 indicates that we expect to generate cash available for distribution during the period of $ million.

While we believe that the assumptions underlying the forecast are reasonable in light of management’s current expectations concerning future events, we can give you no assurance that our assumptions will be realized or that we will generate cash available for distribution during the forecast periods at the levels forecasted, in which event we may not be able to pay cash dividends on our shares of common stock at our initial dividend level or at all. Assumptions and estimates underlying the forecast are inherently uncertain, and our future operating results are subject to a wide variety of risks and uncertainties, including significant business, economic, and competitive risks and uncertainties described under the headings “Risk Factors” and “Forward-Looking Statements” elsewhere in this prospectus. Any one of these risks or uncertainties could cause our actual results to differ materially from those contained in the forecast. Accordingly, we cannot assure you that the prospective results in the forecast above are indicative of our future performance. Our actual results will differ from those presented, and the differences could be material. Purchasers of our shares of common stock should not regard inclusion of the forecast in this prospectus as a representation by any person that the results contained in the forecast will be achieved.

We do not as a matter of course make public projections as to future sales, earnings or other results. However, our management has prepared the prospective financial information set forth below to present an illustration of management’s expectations of our future ability to pay dividends. The accompanying prospective financial information was not prepared with a view toward public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information, but, in the view of our management, was prepared on a reasonable basis, reflects the best currently available estimates and judgments, and presents, to the best of management’s knowledge and belief, the expected course of action and our expected future financial performance. However, this information is not fact and should not be relied upon as being necessarily indicative of future results, and readers of this prospectus are cautioned not to place undue reliance on the prospective financial information.

Neither our independent registered public accounting firm, nor any other independent registered public accountants, have compiled, examined or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information.

The forecast has been prepared using assumptions that we believe to be reasonable and that are consistent with our intended course of action for the entities acquired in the Initial Portfolio for the periods presented, except that such assumptions exclude all other unexpected charges or events that may occur. The key assumptions upon which the forecast is based are as follows:

Our business is exposed to numerous risks that could have a material adverse effect on our business, financial condition, results of operations or cash available for distribution. However, we have assumed that no such risks will materialize for the purposes of preparing the forecast. For a discussion of the important factors that could cause actual results to differ materially from our forecast, see “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” elsewhere in this prospectus.

The forecast assumes that we will raise net proceeds of $ million in this offering through the issuance of shares of our common stock at an initial public offering price per share of $ , the

midpoint of the estimated offering price range set forth on the cover page of this prospectus. The forecast also assumes that the proceeds of this offering will be used as described in “Use of Proceeds” and that, in connection with the completion of this offering, we will enter into the Acquisitions. See “The Acquisitions.”

The forecast also assumes that we will acquire all of the projects subject to Purchase Options for an aggregate of approximately $ million. The acquisition of such projects is subject to negotiation of definitive agreements, due diligence, achievement of development milestones in certain cases, our ability to secure the funds necessary to consummate the acquisitions through debt and/or equity financing, third-party consents, regulatory approvals, approval by our independent directors and other conditions. If we do not acquire such projects, our cash available for distribution would be reduced.

After all of our projects have commenced commercial operations, we expect to generate and sell an aggregate of MWh of electricity from the projects in our Initial Portfolio during a typical year, based upon the assumptions described above.

Project expense is comprised of the direct costs of operating and maintaining our projects, including labor, service arrangements, land lease royalty payments, property taxes, insurance, power scheduling and forecasting, environmental costs and contractual administration. Expenses are forecast based on historical experience, land contracts, contracted service arrangements and other management estimates.

The forecast assumes our operating projects will operate within budgeted operating costs, including with respect to repair and maintenance costs, and that there will be no unusual, non-recurring or unexpected operating, repair or maintenance charges.

The depreciation and amortization expense reflected in the forecast is based on the carried historical cost basis of our individual projects.

Total operating expenses consist principally of general and administrative expenses.

The forecast assumes that interest expense is based on the expected level of interest paid on our project-level debt facilities. For each of our projects, project-level debt facilities include a fixed-loan amortization schedule, such that loan balances at any point in time are known. The project-level financings are either based on fixed interest rates or floating London Interbank Offered Rate, or “LIBOR,”—based interest rates.

The forecast makes the following assumptions regarding our project-level debt facilities:

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a description of our project-level financing arrangements, including applicable interest rates.

Our estimate of interest expense during the forecast periods and thereafter is based on the estimated scheduled amortization for project-level indebtedness, as shown in the following table:

The forecast assumes that, following the completion of this offering, we will be subject to federal and state income taxes as a U.S. corporation, that certain of our subsidiaries will be subject to U.K. federal and provincial income taxes and that valuation allowances will be established and maintained with respect to certain net operating losses.

The forecast of working capital increase is based on the projected difference between cash receipts and accrued revenue.

The forecast assumes we will have limited capital expenditures other than in connection with the construction of our projects pursuant to the budgets for our construction projects. Operational capital expenditure items, other than non-recurring items, for which cash reserves have been provided, are estimated to be approximately $ and $ in each of the years ending June 30, 2016 and December 31, 2016, respectively, for minor improvements and capital outlays associated with our operating assets.

The forecast assumes that the average exchange rate between the U.S. dollar and the British pound will be approximately for the years ending June 30, 2016 and December 31, 2016, respectively. The assumed average exchange rates were determined by reference to actual exchange rates from and forward exchange rates for .

In preparing the forecast, we have applied the accounting policies used in the preparation of the financial statements shown elsewhere in this prospectus. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies” and financial statements included elsewhere in this prospectus.

Selected historical financial data of LightBeam as of and for the years ended December 31, 2014 and 2013 are set forth below. Certain of the Founding Companies being acquired by LightBeam in the Acquisitions have been deemed to be predecessors. Accordingly, selected historical financial data are also presented for each of such predecessors as of the dates and for the periods indicated. The selected historical financial data as of the fiscal year end of LightBeam and each predecessor and for such completed fiscal years have been derived from the audited historical financial statements of LightBeam and its predecessors, each of which is included elsewhere in this prospectus. The selected historical financial data as of the interim balance sheet dates and for the interim periods presented of SPGP, have been derived from the unaudited historical financial statements of SPGP, which is included elsewhere in this prospectus. The results for any interim period are not necessarily indicative of the results that may be expected for a full year.

Investors are encouraged to evaluate each adjustment and the reasons LightBeam consider it appropriate for supplemental analysis.

The following unaudited pro forma condensed combined financial information gives effect to the Acquisitions by LightBeam Electric Company for consideration of $190,159, consisting of $121,480 in cash, $67,429 in LightBeam common stock (representing shares, assuming a stock price of $ per share, the mid-point of the estimated offering price range on the cover page of this prospectus) and $1,250 in contingent consideration. In addition, we have given recognition to noncontrolling interest in certain entities to be acquired. We will also assume approximately $56,380 in indebtedness (exclusive of prepayment penalties) relating to our Initial Portfolio, of which approximately $ will be repaid at the completion of the Acquisitions and this offering. The Acquisitions will be partially funded by the proceeds of this offering. We also expect to incur indebtedness under our credit facility of $ (the “Financing”) to pay the remaining portion of any cash consideration payable due to the Initial Members. In addition, after the completion of the Acquisitions and this offering, we expect to pay additional consideration in excess of $230,000 to the sellers of one of the Founding Companies contingent upon completion of certain projects under construction that we are acquiring, with such costs being capitalized as payments are made. The unaudited pro forma condensed combined information has been prepared in accordance with Securities and Exchange Commission Regulation S-X Article 11, using the acquisition method of accounting, and is based on the historical financial statements of LightBeam and the Founding Companies after giving pro forma effect to the items referred to above. The pro forma adjustments included herein related to the Acquisitions and the Financing are based upon our current expectations resulting from negotiations to date.

Following the provisions of Financial Accounting Standards Board (“FASB”)’s Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”), LightBeam is deemed to be the accounting acquirer. ASC 805 requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values, as determined in accordance with ASC 820, Fair Value Measurements, as of the acquisition date. In addition, the applicable accounting literature requires that consideration transferred be measured at the closing date of the asset acquisition, which may be different than the amount of consideration assumed in the unaudited pro forma condensed combined financial information. The unaudited pro forma condensed combined balance sheet gives effect to the Acquisitions and this offering as if they had occurred on December 31, 2014. The unaudited pro forma condensed combined statements of operations for the years ended December 31, 2014 give effect to the Acquisitions and this offering as if they had occurred on January 1, 2014, representing the beginning of the latest fiscal year presented.

With respect to other potential cost savings, LightBeam has not and cannot quantify these savings until completion of the acquisitions of the Founding Companies. It is anticipated that these savings will be offset by costs related to LightBeam’s new corporate management and by the costs associated with being a public company. However, many of these costs, like the savings they offset, are currently not factually supportable and cannot be accurately quantified at this time. Accordingly, neither the expected savings nor certain of the anticipated costs have been included in the unaudited pro forma combined financial information.

The pro forma adjustments are based on estimates, available information and certain assumptions and may be revised as additional information becomes available. The pro forma financial information does not purport to represent what LightBeam’s financial position or results of operations would actually have been if such transactions in fact had occurred on those dates and are not necessarily representative of LightBeam’s financial position or results of operations for any future period. Since the Founding Companies were not under common control or management, historical results may not be comparable to, or indicative of, future performance. The unaudited pro forma condensed combined financial information should be read in conjunction with the other financial statements included elsewhere in this prospectus and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

In 2012, LightBeam embarked upon a strategy of acquiring and consolidating a diverse, worldwide portfolio of renewable and clean energy projects, including solar, wind, natural gas and biomass power generation. LightBeam plans to acquire its Initial Portfolio of projects concurrent with the completion of this offering.

The unaudited pro forma condensed combined financial information has been compiled in a manner consistent with the accounting policies adopted by LightBeam. Certain reclassifications have been made to the historical financial information of the Founding Companies presented herein to conform to LightBeam’s historical presentation.

Note 3—Material Nonrecurring Charges Contemplated Within 12 Months Following the Transaction

LightBeam expects to incur certain nonrecurring charges and their related tax effects, which will result directly from the transaction and which will be included in the statement of operations of LightBeam within the 12 months following the transaction. Such expenses include consulting expenses and professional fees. Stock-based compensation, prepayment penalties associated with assumed debt to be repaid with the offering and financing proceeds and other costs directly attributable to the transaction, which have not been included in the unaudited pro forma condensed combined statement of operations, are estimated to be $ .

The underlying historical financial information of the Founding Companies acquired has been derived from either the interim or annual financial statements of the Founding Companies included elsewhere in this prospectus and also from interim financial information of the Founding Companies not included in this prospectus.

Note 4—Historical Financial Information of the Founding Companies (Continued)

The total purchase price for these Acquisitions is $190,159. The purchase consideration is comprised of $121,480 in cash, $67,429 of LightBeam’s common stock (representing shares, assuming a stock price of $ per share, the mid-point of the estimated offering price range on the cover page of this prospectus) and $1,250 in contingent consideration. We also are assuming approximately $56,380 in outstanding indebtedness related to the Initial Portfolio. Total acquisition cost expected to be incurred in conjunction with the Acquisitions is estimated to be $ .

The purchase price for the Acquisitions is based upon a negotiated amount or private market valuation (“PMV”) for each Founding Company. Upon acquisition, each of the sellers of the Founding Companies is guaranteed a minimum premium of 15% over the applicable Founding Company’s PMV and a maximum premium of 40% based upon the market capitalization of LightBeam at the date of the completion of this offering. For the purpose of the unaudited pro forma condensed combined financial information, we have assumed the minimum premium of 15% in determining the purchase price.

Our purchase of SPGP consists of eight projects being acquired. It is expected that certain of the projects will be operational at the offering date, while other projects will be either under construction or pending approval of permit applications, the construction of which will not have commenced. Operational projects at the offering date will be acquired based upon the negotiated purchase price as described above. For projects under construction, advances will be made to the seller at the offering date, sufficient to fund development and construction costs incurred to date on such projects. The balance of the purchase price will be paid upon construction completion and adequate performance testing. As of the date of this offering, the pro forma purchase price for the collective group of SPGP entities being acquired is $23,165.

Subsequent to the date of the Acquisition and this offering, we expect to pay additional consideration in excess of $230,000 to the sellers of SPGP contingent upon completion of certain projects under construction that we are acquiring, with such costs being capitalized as payments are made. Accordingly, the purchase price for the SPGP entities is a function of construction costs incurred and entities in operation at the acquisition dates.

The total purchase price of $190,159 was allocated to the net tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as if the Acquisitions took place on December 31, 2014. The expected useful lives of the fixed assets acquired range from five to 30 years. The amortization period for intangible assets is generally the length of the contract and the intangible assets acquired have contract lengths ranging from eight years to 20 years. The information below represents the preliminary purchase price allocation to the net assets of the Founding Companies acquired:

In assessing whether LightBeam has correctly identified all of the assets acquired and all of the liabilities assumed, management conducted the following reviews:

After conducting its reviews regarding the fair value, LightBeam concluded that all available information had been considered and the valuation measurements appropriately reflected the transaction and the bargain purchase gain should be recognized.

The preliminary allocation of the purchase consideration is based on management’s estimates, judgments and assumptions. These estimates, judgments and assumptions are subject to change upon final valuation and should be treated as preliminary values. The final allocation of consideration will include changes in (1) estimated fair values of property and equipment, (2) allocation to intangible assets and liabilities, (3) contingent consideration, and (4) other assets and liabilities. Furthermore, the allocations will be determined as of the closing date of the Acquisitions and not December 31, 2014. For target companies with a non-controlling interest, the implied value for 100% of the target’s equity was estimated based on the purchase price for the controlling interest. The fair value of the non-controlling interest was calculated as the difference between (i) the implied fair value of 100% of the target’s equity and (ii) the percentage of the target’s equity acquired. We determined the fair value of each target entity’s equity using the income and cost replacement approach.

Other pro forma adjustments included in the unaudited pro forma condensed combined balance sheet and statements of operations are as follows:

We have estimated $ of stock compensation will be issued to officers and other employees of LightBeam. Such amounts were not included in our historical financial statements. We have reflected such amounts within the unaudited pro forma condensed combined balance sheet and have excluded such amounts from the unaudited pro forma condensed combined statement of operations, due to their nature as material nonrecurring charges.

In addition, we will issue on the six-month anniversary of the closing of this offering shares of LightBeam common stock to certain members of management and consultants in consideration of services performed by each of them in connection with the Acquisitions and this offering.

We have estimated the accumulated cost of consulting services, which will be expensed at the time of this offering, to be $7,263. We have reflected such costs within the unaudited pro forma condensed combined balance sheet and have excluded them from the unaudited pro forma condensed combined statement of operations, due to their nature as material nonrecurring charges.

For the purpose of the unaudited pro forma condensed combined statement of operations, we have determined that had we had such employees providing service since January 1, 2014, we would have recognized $1,773 in compensation expense for the year ended December 31, 2014.

We expect to fund the Acquisitions using proceeds raised through this offering and the Financing which is described as follows:

You should read the following discussion of the financial condition and results of operations of LightBeam and the Founding Companies that are predecessors in conjunction with LightBeam’s historical consolidated financial statements, the historical financial statements for the predecessors, and the unaudited pro forma condensed combined financial information, each of which is included elsewhere in this prospectus, as well as the information presented under “Summary Historical Financial Data,” “Capitalization,” “Selected Historical Financial Data,” and “Material U.S. Federal Income Tax Consideration for Non-U.S. Holders of Common Stock.” Furthermore, the following discussion contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including, without limitation, those set forth in “Risk Factors,” “Special Note Regarding Forward-Looking Statements” and other matters included elsewhere in this prospectus. Unless otherwise indicated, all amounts (other than share numbers) presented in this section are shown in thousands.

We are a growth and yield-oriented company formed to acquire and manage high quality clean and renewable electric generation projects with stable, long-term cash flow. Our primary business objective is to pay stockholders a consistent and growing cash dividend that is sustainable on a long-term basis. Upon the completion of this offering, we will own a diversified portfolio of projects that are operational, under construction or in advanced development with a total generating capacity of approximately 239 MW in the United Kingdom and the United States consisting primarily of solar, as well as wind and biomass power generation. The projects in the Initial Portfolio will sell substantially all of their electric generating output pursuant to PPAs with creditworthy counterparties, with a capacity-weighted, average remaining life of approximately 19 years. With these agreements and the addition of new electric generating capacity over time, we expect to generate stable and growing cash flow available for distribution to stockholders.

Our initial Members are those developers from whom we will acquire our initial Portfolio. We also have entered into Purchase Options to acquire certain additional projects from our initial Members and additional developers with a total generating capacity of approximately 104 MW, which would increase the size and breadth of our portfolio. Although we plan to primarily acquire projects in operation, we may also acquire projects that are in advanced development or whose construction is in process.

LightBeam plans to acquire its Initial Portfolio of projects concurrently with the completion of this offering and has been deemed the accounting acquirer. Certain of the Founding Companies being acquired by LightBeam have been deemed to be predecessors. As such, this section includes Management’s Discussion and Analysis of Financial Condition and Results of Operations for LightBeam (both on a pro forma combined basis to give effect to the Acquisitions and the consummation of this offering, and an actual basis), as well as for SPGP, GSE and Global, all considered to be predecessors.

Our business is dependent on revenue from electricity generation and sales. As such, we expect the following factors will affect the results of our business: (i) growth of renewable energy demand; (ii) government regulations and incentives; (iii) cost improvements; (iv) technological improvements; and (v) environmental rules and regulations.

Renewable energy has been the fastest growing source of new capacity within the global power generation industry in recent years. We believe the strong growth can be attributed primarily to improvements in the cost of renewable energy technologies, coupled with government policies supporting increased electricity generation from renewable energy.

We operate in regulated markets. The degree of regulation to which our activities are subject varies by country and by state and is often subject to change. New laws and regulations may be adopted or become applicable to our facilities, which could have a material adverse effect on our business. In some of the markets in which we operate, regulation is carried out by national regulatory authorities. There are various additional layers of regulation at the state, regional and/or local levels. The scope, nature and extent of regulation differ among the various states, regions and/or localities. We are subject to a varied and complex body of laws and regulations that is subject to frequent changes and that both public officials and private parties may seek to enforce.

Government incentives lower the price of renewable power generation, allowing it to compete with traditional power sources. The current regulatory environments in the United Kingdom and the United States favor the development of renewable energy sources, though incentives and policies differ by region. A change in these policies to less favorable policies could affect demand for renewable energy, adversely affecting our results of operations and also potentially reducing the number of projects available to us for acquisition, negatively impacting our ability to implement our growth strategy.

Renewable energy sources in the United Kingdom can currently benefit from a comprehensive suite of incentives, including FITs, ROCs and LECs. These incentives reflect and are consistent with the commitment made by EU member states to meet certain renewable energy targets.

Renewable energy sources in the United States can currently benefit from various federal and state government incentives designed to reduce the cost and encourage the development of energy from renewable sources, such as PTCs, ITCs, ITC cash grants, loan guarantees, RPS programs and accelerated tax depreciation and relaxed regulation of electricity sales rates and of merger, acquisition and divestiture transactions.

A key component of our growth strategy is the cost improvements we expect to generate for our Members, Among other benefits, we believe that our relationships with global financial institutions and the cultivation of

our relationships with leading vendors of services and equipment required in the electric generation industry will provide our Members improved access to construction financing on more favorable terms, and increased purchasing power and reduced costs for their procurement of equipment and services. As a result, we expect that our Members will be able to execute their development activities on a more efficient and profitable basis, and that participation in our LDN will provide our Members with greater liquidity and diversification of their project investments as well as a high degree of visibility on our project requirements, while aligning their interests with ours.

The cost of providing energy via renewable sources has decreased in recent years due to improved construction costs and operating efficiencies from technological improvements. Solar costs continue to decline as the ability of solar panels to convert sunlight into electric power has improved significantly over recent years and is expected to increase further. Wind projects continue to become more efficient at harnessing wind power with innovations in tower height and blade length. The IEA estimates that over the last 10 years, technology improvements have decreased the costs of wind energy in the U.S. between 24% and 39% depending on wind speed, with the greatest improvements at lower wind speeds. Improving storage technology also serves to mitigate the effects of variable wind and solar energy generation due to intermittent wind and light conditions.

Concerns over the environmental consequences of GHG emissions have resulted in existing and proposed environmental regulations in Europe and North America designed to limit GHG emissions from coal-fired plants. E.U. environmental legislation imposes standards on reducing emissions from large combustion plants, with plants built before 1987 that opt out of compliance required to close by the end of 2015. Similar standards on conventional coal-fired and some gas-fired plants will impose emissions restrictions, with non-complying plants expected to close by 2023.

In the U.S., new Environmental Protection Agency (“EPA”) rules regulating emissions from new, existing and modified power plants are expected to be finalized in 2015. The compliance period is expected to begin in 2020.

As a result of the above existing and proposed E.U. and North American regulations, it is expected that there will be a need for new power generation, including via renewable sources.

The primary factors that will affect our results of operations include (i) the timing of commencement of commercial operations, (ii) the structure of PPAs and other arrangements, (iii) operational issues including generation efficiency and weather conditions, (iv) interest expense, debt financing requirements and going concern issues, (v) expenses associated with becoming a public company, (vi) future acquisitions, (vii) seasonality, (viii) location of power generation assets and tax repatriation, (ix) foreign exchange, (x) cash distribution restrictions, (xi) derivatives and hedging risks and expenses, and (xii) capital expenditure requirements.

Many of the projects in our Initial Portfolio that we will acquire upon completion of this offering were recently constructed or are under construction. We will need to integrate the projects in our Initial Portfolio.

The ability of projects to perform as we expect will be subject to risks inherent in newly constructed clean and renewable energy projects, including equipment performance below our expectations, system failures and

outages. The failure of some or all of our projects to perform according to our expectations could have a material adverse effect on our business, financial condition and results of operations.

The comparability of our results of operations will be significantly influenced by the volume of projects that become operational during a particular year. The number of projects becoming operational and the length of lead times for projects under construction will significantly affect our revenue and operating profit, which could make the comparison of periods difficult.

We expect the commencement of operations of these projects to have a positive impact on our financial performance.

The projects in our Initial Portfolio will sell their electric generating output pursuant to PPAs with creditworthy counterparties, with a capacity-weighted, average remaining life of approximately 18 years. With these agreements and the addition of new electric generating capacity over time, we expect to generate stable and growing cash flow available for distribution to our stockholders.

Under a PPA, we contract to sell all or a fixed proportion of the electricity generated by one of our projects, sometimes bundled with renewable energy certificates and capacity or other environmental attributes (such as credits, benefits and emissions reductions), to a power purchaser, often a utility. We do this to stabilize our revenues from that project. We are exposed to the risk that the power purchaser will fail to perform under a PPA, with the result that we may have to sell our electricity at the market price, which could be substantially lower than the price provided in the applicable PPA. In most instances, we also commit to sell minimum levels of generation. If the project generates less than the committed volumes, we may be required to buy the shortfall of electricity on the open market or make payments of liquidated damages or be in default under a PPA, which could result in its termination. Pricing under the PPAs is either fixed, variable or has price escalators for the duration of the contract, which we believe enables us to increase overall customer lifetime value.

Fixed-price contracts provide consumers with price protection against increases in natural energy prices. Incorporated into the calculation of our fixed prices are also prevailing billing charges, switching fees, volumetric conversion rates and other charges. Although we are advised in advance of future changes in these items through tariff filings and notices by the local regulated utility, changes in these fees, rates and other charges could occur before the termination date of our current fixed-price contracts. Our inability to pass through those additional costs to customers on fixed-price contracts would negatively impact projected margins on those contracts. With respect to our variable-price contracts, we are generally able to pass through increased costs; however customers may terminate these contracts at any time if they are not satisfied with the current rate being charged. In addition, we may decide not to pass through the entire cost of significant commodity price increases in a given monthly period to avoid excessive customer complaints and attrition.

Many of our PPAs (particularly in the U.K.) are relatively short-term in duration and will need to be extended or replaced in the near future.

Solar and wind resource levels, weather conditions and the performance of our Initial Portfolio represent significant factors that could affect our operating results because these variables impact our energy sales.

Our projects will include a diversified portfolio of fuel sources, located in different climates, in order to reduce the magnitude of the effect of weather conditions. Nevertheless, a significant portion of the energy we expect to generate is from solar and wind sources, which are dependent on suitable weather conditions.

Electricity generated by a solar energy project depends heavily on suitable solar and weather conditions. Components of the solar energy plants, such as panels and inverters, could be damaged by severe weather, such as hailstorms or tornadoes. Weather patterns could change, making it harder to predict the average annual amount of sunlight striking each location where we have such facilities.

Electricity generated from wind energy depends heavily on suitable wind conditions and wind turbines being available for operation. We base our decisions about which wind projects to acquire as well as our electricity generation estimates, in part, on the findings of long-term wind and other meteorological studies conducted on the project site and its region, which measure the wind’s speed, prevailing direction and seasonal variations. Projections of wind resources also rely upon assumptions about turbine placement, interference between turbines and the effects of vegetation, land use and terrain, which involve uncertainty and require us to exercise considerable judgment.

We have mitigated the risk of weather conditions through our portfolio of newly constructed assets, with most of our clean and renewable assets either having achieved commercial operation date (COD) within the past three years or in the late stages of construction. Given the modern nature of our Initial Portfolio, which includes a substantial number of relatively low operating and maintenance cost solar generation assets, we expect to achieve high fleet availability and expend modest maintenance-related capital expenditures.

Loss of availability of our projects as a result of weather-related or other operational problems would adversely affect our revenue and results of operations. However, we will use third-party asset managers with experience in the regions where our generation assets are located to assist with oversight of operations and maintenance, production monitoring and analysis, outage evaluation and improvement. We have also entered into operating and maintenance agreements with qualified operations and maintenance operations.

From time to time, assessments of our equipment will be made to ensure they are operating efficiently. We will make improvements as deemed necessary.

We plan to assume approximately $ million of indebtedness relating to our Initial Portfolio and will incur $ million of indebtedness under the credit facility we expect to enter into prior to the completion of this offering, as described under “—Liquidity and Capital Resources—Debt Service and Other Contractual Obligations—Term Loan and Revolving Credit Facility.” We may also rely upon debt to fund future acquisitions and growth capital expenditures. Our financial statements following this offering will reflect the impact of the interest expense associated with the expected indebtedness.

In the near term, our debt repayments and interest expense for projects to be acquired are primarily related to projects owned by GSE. The project-level financings are either based on fixed interest rates or floating London Interbank Offered Rate, or “LIBOR,”—based interest rates. Our credit facility is also expected to bear interest at floating rates. Changes in interest rates could have an adverse effect on our cost of capital as we currently do not hedge against changes in interest rates. Going forward, we will look at programs to offset interest changes in interest rates, either through an underlying fixed rate on the debt instrument or through interest rate swaps, caps or similar hedging instruments.

Our ability to continue as a going concern is dependent on our ability to obtain financing through completion of this offering and future equity and debt financing. We believe we will continue to be able to secure the additional financing required. However, there is no assurance that financing will be available when needed.

compliance costs substantially and to make some activities more time consuming and costly. We are currently unable to estimate these costs with a high degree of certainty. Greater expenditures may be necessary in the future with the advent of new laws and regulations pertaining to public companies.

An increase in expenses in preparation of becoming public was seen in recent periods due to the hiring of additional personnel with appropriate accounting knowledge and public company financial reporting expertise to build our financial management and reporting infrastructure, engaging a third party to provide additional accounting services, improving our technology, and further developing and documenting our accounting policies and financial reporting.

Subsequent to this offering, expected legal and compliance expenses will include support services, filing annual and quarterly reports with the SEC, increased audit fees, investor relations, directors’ fees, directors’ and officers’ insurance, legal fees, stock exchange listing fees, and registrar and transfer agent fees. Our financial statements following this offering will reflect the impact of these increased expenses.

A significant part of our growth strategy is future acquisitions of further projects. We perform extensive due diligence on potential projects. Our focus is on acquiring and managing high quality clean and renewable electric generation projects with stable, long-term cash flow. In evaluating new projects, we consider the quality of management and the quality of the counterparties to the long-term contracts under which they operate to assess the stable, predictable cash flow we expect such projects to generate. We also consider the quality of equipment installed in these projects to ensure the equipment is manufactured and designed to support the operating profile we expect. We also have entered into Purchase Options to acquire certain additional projects from our initial Members and additional developers with a total generating capacity of approximately 104 MW, increasing the size and breadth of our LDN. The acquisition of such projects is subject to negotiation of definitive agreements, due diligence, achievement of development milestones in certain cases, our ability to secure the funds necessary to consummate the acquisitions through debt and/or equity financing, approval by our independent directors and other conditions.

To execute our growth strategy, we have entered into an agreement with an investment banking firm to assist us in identifying potential acquisitions of renewable energy generating assets. See “Liquidity and Capital Resources—Debt Service and Other Contractual Obligations.”

The volume of energy we expect to generate, and therefore the amount of cash flow we receive from our projects, is affected by weather and seasonality. A significant portion of our solar projects’ annual output is produced from May through September, when solar resources tend to be most favorable. Our wind projects produce a significant portion of their output from October through April, when wind resource tends to be most favorable. Contracted cash flow can also be impacted by PPAs that contain multipliers to incentivize output during periods characterized by high demand.

The seasonal fluctuations in revenue can have a material short term impact on our interim financial statements and may be misleading if considered apart from our annual financial statements and operating cycle.

We will acquire projects in our Initial Portfolio located in the United Kingdom and the United States, and plan on expanding our operations to additional global markets. Changes in taxation policies and foreign withholding requirements in foreign tax jurisdictions could reduce the amount of after tax cash we receive and our cash available for distribution.

A substantial portion of the payments we will receive are in British pounds. We intend to reduce our exposure to currency fluctuations by aligning our costs with the currency in which we obtain revenues or, if that is impracticable, through financial instruments that provide offsets or limits to our exposures.

We present our financial statements in U.S. dollars. Foreign currency translation risk arises upon the translation of balance sheet and income statement items of our foreign subsidiaries, whose functional currency is the British pound or other non-U.S. currency, into U.S. dollars. The assets and liabilities of our non-U.S. dollar denominated subsidiaries are translated at the closing rate at the date of reporting. Income statement items are translated at the average rate for the period. These currency translation differences may have significant negative or positive impacts. Upon the disposal of a non-U.S. dollar denominated subsidiary, the cumulative amount of exchange differences relating to that non-U.S. dollar denominated subsidiary are reclassified from equity to profit or loss.

Our subsidiaries are subject to restrictions on distributions under the agreements governing their respective project-level debt and the credit facility we expect to enter into in connection with this offering. See “Liquidity and Capital Resources—Debt Service and Other Contractual Obligations.” Additionally, we may incur debt in the future to acquire new projects, the terms of which will likely require commencement of commercial operations prior to our ability to receive cash distributions from such acquired projects. These agreements likely will contain financial tests and covenants that our subsidiaries must satisfy prior to making distributions. If any of our subsidiaries is unable to satisfy these restrictions or is otherwise in default under our financing agreements, it would be prohibited from making distributions to us, which could, in turn, limit our ability to pay dividends to holders of our shares of common stock at our intended level or at all.

In order to reduce significant foreign currency transaction risk from our operating activities, we may use forward exchange contracts to hedge forecasted cash inflows and outflows. We currently do not manage future foreign exchange risk exposures that cause both earnings and cash volatility by utilizing a hedging strategy. As of each company’s respective balance sheet date, we had no derivative contracts outstanding. We do not enter into financial instrument transactions for trading or speculative purposes. We have not established any special purpose entities and do not have any material off-balance sheet financing transactions. We will continue to monitor their foreign currency exposure and will implement a hedging strategy if we determine that there is a material risk and that the hedge is cost-effective.

Any future hedging activities may not be as effective as we anticipate in reducing the volatility of our future cash flows. Future hedging activities could result in substantial losses if hedging arrangements are imperfect or ineffective or our hedging policies and procedures are not followed properly or do not work as intended. Further, hedging contracts are subject to the credit risk that the other party may prove unable or unwilling to perform its obligations under the contracts, particularly during periods of weak and volatile economic conditions. Certain of the financial instruments we may use to hedge our exchange rate exposure may be required to be accounted for on a mark-to-market basis. This would cause periodic earnings volatility due to fluctuations in exchange rates. Any exposure to adverse currency exchange rate fluctuations could materially and adversely affect our financial condition and results of operations.

Power project development is a capital intensive business. We expect that we will rely primarily upon external financing sources, including commercial bank borrowings and issuances of debt and equity securities, to fund any future growth capital expenditures. See “—Liquidity and Capital Resources.”

The following operational and financial metrics are significant in evaluating our performance: (i) Megawatt hour generation; (ii) nameplate megawatt capacity; (iii) Megawatt hours sold; (iv) generation availability; (v) average realized price; (vi) adjusted EBITDA; and (vii) cash available for distribution. Each of these metrics is discussed below.

Upon the completion of this offering, we will own a diversified portfolio of projects that are operational, under construction or in advanced development with a total generating capacity of approximately 305 MW. The portfolio will consist of projects in the United Kingdom and the United States comprised primarily of solar, as well as wind, natural gas and biomass power generation. Megawatt hour generation refers to total generating capacity of the portfolio of projects owned. The aggregate generation of our power generation assets is indicative of the periodic production of our total portfolio.

Nameplate capacity reflects the economic ownership interests in the projects we will own, excluding unowned minority interest. We believe the nameplate capacity is indicative of our overall production capacity and changes from period to period are indicative of the growth rate of our capacity and potential revenue generation.

Megawatt hours sold is the total volume of electricity generated and sold by our projects during a particular period. We track megawatt hours sold as an indicator of our ability to recognize revenue from the generation of electricity at our projects.

Generation availability refers to the actual amount of time a power generation asset produces electricity divided by the amount of time such asset is expected to produce electricity, which reflects anticipated maintenance and interconnection interruptions. We track generation availability as a measure of the operational efficiency of our business.

For any period presented, average realized electricity price represents total revenue from electricity sales and energy derivative settlements divided by the aggregate number of Megawatt hours sold.

Adjusted EBITDA is defined as net income (loss) plus interest expense, income tax expense, depreciation and amortization and certain non-cash items. Adjusted EBITDA is a non-U.S. GAAP financial measure. Adjusted EBITDA is not a measure of performance or liquidity under U.S. GAAP and should not be considered by investors in isolation to, or as a substitute for, a measure of profit, or as an indicator of operating performance or cash flows from operating activities as determined in accordance with U.S. GAAP. We do not consider this non-U.S. GAAP financial measure to be a substitute for, or superior to, the information provided by U.S. GAAP.

The U.S. GAAP measure most directly comparable to Adjusted EBITDA is net income. The presentation of Adjusted EBITDA should not be construed as an inference that future results will be unaffected by unusual items. We believe Adjusted EBITDA is useful to investors in evaluating our operating performance because:

For a more detailed description of Adjusted EBITDA, including a reconciliation to its most direct financial measures calculated in accordance with GAAP, see footnote (b) under “Selected Historical Financial Data” elsewhere in this prospectus.

We define “cash available for distribution” as net cash provided by operating activities, determined in accordance with U.S. GAAP, as adjusted by:

We believe that an understanding of cash available for distribution is useful to investors in evaluating our ability to pay dividends pursuant to our stated cash dividend policy.

For a more detailed discussion of cash available for distribution, including a reconciliation to net income, see “Cash Dividend Policy — Unaudited Cash Available for Distribution for the Twelve Months Ended December 31, 2014.”

Our business will require substantial capital to fund (i) investments in our construction projects, (ii) current operational costs, (iii) debt service payments, (iv) dividends to holders of our common stock, (v) potential investments in new acquisitions, (vi) modifications to our projects, (vii) unforeseen events and (viii) other business expenses.

We expect that we will rely primarily upon external financing sources, including commercial bank borrowings and issuances of debt and equity securities, to fund any future growth capital expenditures.

We intend to pay regular quarterly dividends in U.S. dollars to holders of our common stock. As described under “—Term Loan and Revolving Credit Facility” below, any dividend payments will be subject to the limitations set forth in our credit facility. Our board of directors will have the authority to establish cash reserves for the prudent conduct of our business, and the establishment of or increase in those reserves would reduce the cash available to pay our dividends. Our board will determine the amount of any cash dividends depending on our financial condition, results of operations, cash flow, long-term prospects and any other matters that our board deems relevant.

As part of our liquidity strategy, our board of directors may reserve a portion, or all, of the excess cash flows in above-average cash flow years to fund dividends in future quarters, to fund the acquisition of additional clean and renewable energy power projects, to increase our cash reserves, or to fund additional business activities to support the growth or operation of our business. Our inability to obtain external funding or restrictions under our credit facility and the terms of any additional financing we may obtain in the future could each adversely affect our ability to acquire additional clean and renewable projects or pay dividends. Any decision of our board of directors to use limited available funds for capital expenditures or acquisitions could also limit our ability to pay dividends.

Certain of the projects in our Initial Portfolio have been financed through the incurrence of project-level debt. The table set forth below presents the basic terms of such project level-debt.

We have entered into an agreement with a mergers and acquisitions advisory firm to assist us in identifying potential acquisitions of renewable energy generating assets. In connection with the Acquisitions, we will pay an amount equal to the greater of (a) $300,000 and (b) the sum of (i) 3.0% of the first $10 million in transaction value paid in each Acquisition, (ii) 1.0% of the amount of transaction value in any Acquisition in excess of $10 million, up to $25 million, and (iii) 0.5% of the amount of transaction value paid in any Acquisition in excess of $25 million.

In January 2015, LightBeam entered into an agreement with an accounting and consulting firm to assist in the preparation of financial disclosures and the implementation of a new accounting system in connection with this offering. In exchange for these services the firm is to receive cash and stock as compensation. The stock compensation is contingent upon the completion of this offering and will be issued as restricted shares. LightBeam estimates the stock compensation to be approximately $ (assuming an initial public offering at the mid-point of the estimated initial public offering price range on the cover page of this prospectus).

In connection with this offering, we expect to enter into a credit facility (the “Credit Facility”) through a wholly-owned subsidiary of LightBeam (“HoldCo”) consisting of a $ million senior secured term loan (the “Term Loan”) and up to a $ million senior secured revolving credit facility (the “Revolver”). The Term Loan will be used to finance the Acquisitions. The Revolver will be used for ongoing working capital requirements, capital expenditures, permitted acquisitions and general corporate purposes and will include borrowing capacity for letters of credit.

We expect the funding of the Term Loan to occur contemporaneously with the closing of this offering. Each of HoldCo and its direct and indirect existing and subsequently acquired or organized domestic subsidiaries (excluding subsidiaries designated as unrestricted subsidiaries and certain other subsidiaries) will guarantee the Credit Facility.

We expect the Term Loan will mature on the -year anniversary, and the Revolver will mature on the -year anniversary, of the funding date of the Term Loan. We expect the outstanding principal amount of the Term Loan will be payable in equal quarterly amounts of % per annum, with the remaining balance payable on the maturity date. We do not expect the Revolver to require amortization with respect to outstanding borrowings.

All outstanding amounts under the Revolver are expected to bear interest at a rate per annum equal to, at HoldCo’s option, either (a) a base rate plus a margin between % and % or (b) LIBOR plus a margin between % and %. For the Term Loan, the base rate will be subject to a LIBOR “floor” of % and the Term Loan will bear interest at a rate per annum, at HoldCo’s option, equal to (a) a base rate plus % or (b) LIBOR plus %. During the occurrence of any event of default, the applicable interest rate shall be increased by % per annum and shall be by reference to the applicable base rate with respect to any unpaid amount due other than repayment of principal.

The unused portion of the Revolver will be subject to commitment fees of % per annum multiplied by the daily average undrawn portion of the Revolver (reduced by any outstanding letters of credit), provided that the commitment fee shall be % if the undrawn portion exceeds % of the revolving commitments.

We expect the Credit Facility to provide for voluntary prepayments, in whole or in part, subject to notice periods and a prepayment premium of %. The Credit Facility will require HoldCo to prepay outstanding borrowings in certain circumstances.

We expect that the Credit Facility will contain customary and appropriate representations and warranties including, without limitation, representations and warranties related to: organization; requisite power and authority; qualification; equity interests and ownership; due authorization; no conflict; governmental consents; binding obligation; historical financial statements; projections; no material adverse effect; no restricted junior payments; adverse proceedings; payment of taxes; properties; environmental matters; no defaults; material contracts; governmental regulation; federal reserve regulations; Exchange Act compliance; employee matters; employee benefit plans; certain fees; solvency; compliance with statutes; disclosure; anti-terrorism laws; anti-money laundering; embargoed persons; and energy regulatory matters.

We expect the Credit Facility will contain customary affirmative covenants, subject to exceptions, by including, without limitation, covenants related to: financial statements and other reports; existence; maintenance of properties; books and records; inspections; compliance with laws; and regulatory matters. We expect the Credit Facility will also contain customary negative covenants, subject to exceptions, including, without limitation, covenants related to: indebtedness; liens; no further negative pledges; restricted junior payments; restrictions on subsidiary distributions; investments; sales and leasebacks; transactions with affiliates; conduct of business; and amendments or waivers of organizational documents and certain material contracts.

We expect the Credit Facility will contain a minimum interest coverage ratio of :1.00 and a maximum consolidated leverage ratio of :1.00, each tested quarterly.

Distributions of cash to LightBeam, to fund dividend payments or otherwise, will constitute “restricted payments” permitted only if, after giving effect thereto, HoldCo would remain in compliance with the financial covenants.

The Credit Facility, each guarantee and certain related interest rate or currency hedging arrangements are expected to be secured by first priority security interests in (i) all of HoldCo’s and each guarantor’s assets, (ii) 100% of the capital stock of HoldCo owned by LightBeam and (iii) certain intercompany debt (collectively, the “Collateral”). Notwithstanding the foregoing, we expect the Collateral will exclude the capital stock and assets of non-recourse subsidiaries.

We expect the Credit Facility to include customary events of default, including payment defaults, covenant defaults, breach of representations or warranties, cross-defaults, certain bankruptcy and insolvency events, certain ERISA-related events, changes in control or ownership and invalidity of any loan document.

LightBeam was incorporated in the state of Delaware on September 22, 2008. The Company’s initial business strategy involved identifying locations in northern California as prospective sites for the installation of solar power generating facilities and carrying out the permitting process for the development of these facilities. The Company had investments in three planned solar energy facilities in Gridley, California, Orinda, California and Lafayette, California at the Bay Area Rapid Transit (“BART”) stations. The Company has incurred legal, engineering, consulting and other costs related to acquiring power purchase agreements, leases, permits, authorizations, and other intangible assets.

During 2013 and 2014, the Company expanded its business strategy to include the planned identification, acquisition, operation and consolidation of a diverse, worldwide portfolio of existing renewable and clean energy projects, including solar, wind, natural gas and biomass power generation projects. The Company has negotiated with several owners of renewable energy facilities in the United Kingdom and the United States who indicated their intent to sell their projects to the Company. The Company plans to consummate the acquisition of these projects concurrently with the completion of this offering.

LightBeam has a limited history of operations upon which to evaluate its future potential. During its first six years of operations, LightBeam identified five separate locations as prospective solar energy production sites. Three of these sites are located in the city of Gridley, California, and the other two are located at the BART stations in Lafayette and Orinda, California. LightBeam incurred pre-development costs (legal fees, consulting fees, engineering fees, and other expenditures) related to each of these five projects. LightBeam sold its rights to the development of two of the Gridley, California sites, Gridley Main and Gridley Two to an unrelated third party in 2011 and 2012, respectively. LightBeam sold its rights to the Gridley WWTP Project (so called because it is to be located at the Gridley Waste Water Treatment Plan facility) to a different unrelated third party in 2014. LightBeam distributed the development rights to the two BART projects to an affiliate in 2014.

LightBeam did not generate any operating revenues during the years ended December 31, 2014 and December 31, 2013. Since its inception, with the exception of the sales of two Gridley pre-development projects, LightBeam’s operations have been funded through the issuance of common stock. The future operations of LightBeam will be dependent upon raising additional equity capital via this offering along with the concurrent acquisition of the Initial Portfolio. In addition, LightBeam expects to finance a portion of its acquisitions of the Initial Portfolio through the establishment of a credit facility or other debt financing.

The following table sets forth the operating results of LightBeam for the years ended December 31, 2014 and 2013:

LightBeam has not generated any operating revenues during the years ended December 31, 2014 and 2013.

LightBeam’s liquidity position, as measured by cash and cash equivalents, decreased by $49 during 2014. The decrease during 2014 was attributable to the cash expenditures exceeding the amount of capital contributions received during the period.

The consolidated financial statements of LightBeam have been prepared on a going concern basis. LightBeam’s ability to continue as a going concern is dependent upon the continuing ability to obtain equity financing or new debt financing to fund its operations until positive cash flow is generated from ongoing business operations. See Note 2 to the audited consolidated financial statements of LightBeam for further information.

Net cash used in operating activities during the year ended December 31, 2014 compared to the year ended December 31, 2013 increased $2,689 primarily due to an increase in operating loss of $5,220, offset by an increase in non-cash stock compensation of $275 and an increase in accounts payable of $2,186, primarily as a result of accruals for costs directly related to the planned initial public offering, and salaries and payroll taxes payable of $72.

Changes in net cash used in investing activities were driven by decreases in development costs paid during the year.

Net cash provided by financing activities during the year ended December 31, 2014 compared to net cash provided by financing activities during the year ended December 31, 2013 increased by $2,105 as a result of cash received for common stock to be issued of $2,200, an increase in the amount of cash received from common stock issued of $2,084, and a decrease in loans to officer and employee of $56. This increase was partially offset by cash paid for costs incurred in connection with this offering of $2,114 as well as a decrease in stockholder loan repayments of $107.

LightBeam had no debt obligations at December 31, 2014. During the year ended December 31, 2014, LightBeam entered into a financing arrangement related to the legal sale of its membership interests in Gridley WWTP to an unaffiliated party, with the right to repurchase at a future date. Should LightBeam exercise its right to repurchase, LightBeam will be obligated to pay $1,003.

LightBeam is currently leasing its offices in Sausalito, California on a month-to-month rental agreement at the rate of $3,152 per month. LightBeam is also leasing one automobile at a monthly rate of $470 (not in thousands).

LightBeam has entered into an agreement with a merger and acquisition advisory firm to assist in identifying potential acquisitions of renewable energy generating assets. In connection with the Acquisitions,

LightBeam will pay an amount equal to the greater of (a) $300,000 and (b) the sum of (i) 3.0% of the first $10 million in transaction value paid in each Acquisition, (ii) 1.0% of the amount of transaction value in any Acquisition in excess of $10 million, up to $25 million, and (iii) 0.5% of the amount of transaction value paid in any Acquisition in excess of $25 million.

In January 2015, LightBeam entered into an agreement with an accounting and consulting firm to assist in the preparation of financial disclosures and the implementation of a new accounting system in connection with this offering. In exchange for these services the firm is to receive cash and stock as compensation. The stock compensation of approximately $ (representing shares, assuming an initial public offering price of $ , the mid-point of the estimated initial public offering price range on the cover page of this prospectus) is contingent upon the completion of this offering and will be issued as restricted shares.

LightBeam had no off balance sheet arrangements other than the power purchase agreements described elsewhere in this prospectus.

The preparation of the financial statements requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. In addition, significant estimates are made in projecting future cash flows to quantify impairment of assets, deferred tax assets, and the estimates employed in management’s calculation of the fair value of stock compensation. LightBeam considers an accounting estimate to be critical to the financial statements if (i) the estimate is complex in nature or requires a high degree of judgment and (ii) if different estimate and assumptions were used, the results could have a material impact on the consolidated financial statements. On an ongoing basis, LightBeam evaluates estimates and the application of the policies. LightBeam bases estimates on historical experience, current conditions and on various other assumptions that LightBeam believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

The Company capitalizes all expenditures directly related to the pre-development of its projects. These expenditures include legal fees, consulting fees, costs related to acquiring power purchase agreements, permits and authorizations regarding installation and operation of the power generating facilities, related geotechnical and environmental site assessment fees and similar reports. The Company will start amortizing these costs on a straight-line basis over the estimated useful life of the asset once placed in service.

The Company periodically evaluates its investments in long-lived assets for impairment to determine whether events have occurred that would require revision of the remaining useful life of intangible assets or render them not recoverable.

LightBeam issues common stock to individuals in exchange for services. The fair value of common stock issued for services is based upon the value of the services being provided and the number of shares issued is determined by the fair value of common stock most recently issued for cash. Stock compensation is charged to the general and administrative expenses classification within the consolidated statements of operations.

Provisions are recognized when LightBeam has a present obligation (legal or constructive) as a result of a past event, it is probable that the entity will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

LightBeam accounts for income taxes using the liability method. Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences arising between the tax bases of assets and liabilities and their reported amounts for financial reporting purposes.

LightBeam records valuation allowance to reduce its deferred tax assets to the amount expected to be realized. In assessing the adequacy of recorded valuation allowances, LightBeam considers a variety of factors including the scheduled reversal of deferred tax liabilities, future taxable income and prudent and feasible tax planning strategies.

LightBeam follows applicable authoritative guidance on accounting for uncertainty in income taxes, which among other things, prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return, and provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The amount recognized is subject to estimate and management judgment with respect to the likely outcome of each uncertain tax position. The amount that is ultimately sustained for an individual uncertain tax position or for all uncertain tax positions in the aggregate could differ from the amount recognized. As of the balance sheet dates, LightBeam had no uncertain tax positions and no unrecognized tax benefits. Penalties and interest, if assessed by income tax authorities, are included in general and administrative expenses. For the years ended December 31, 2014 and 2013, LightBeam did not incur any penalties or interest.

In September 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-12, Compensation—Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (a consensus of the FASB Emerging Issues Task Force), which amends current guidance for stock compensation tied to performance targets. The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition and apply existing guidance in Topic 718 as it relates to awards with performance conditions that affect vesting to account for such awards. ASU 2014-12 will be effective for interim and annual periods beginning after December 15, 2015 with early adoption permitted. The adoption of ASU 2014-12 is not expected to have a material impact on LightBeam’s financial position, results of operations or cash flows.

2014-15 will be effective for annual periods ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. LightBeam is currently in the process of evaluating the impact of adoption of this ASU on LightBeam’s consolidated financial statements.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. This ASU supersedes the revenue recognition requirements in Accounting Standards Codification 605—Revenue Recognition and most industry-specific guidance throughout the Codification. The standard requires that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services.

In doing so, companies will need to use more judgment and make more estimates than under today’s guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. This ASU is effective on January 1, 2017 and should be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the ASU recognized at the date of initial application. LightBeam is currently in the process of evaluating the impact of adoption of this ASU on LightBeam’s consolidated financial statements.

Solar Power Generation Limited (SPGL) and Solar Power Investments Limited (SPIL) both engage in the development and operation of utility-scale solar photovoltaic sites in the United Kingdom. Each site, under UK permitting regulations, is required to be housed in an individual special purpose vehicle (SPV), which is set up as a wholly-owned subsidiary under SPGL or SPIL. SPGL and SPIL are wholly-owned subsidiaries of Sustainable Power Generation Limited (Sustainable).

The information included in management’s discussion and analysis includes only the SPVs subject to the acquisition by LightBeam, contingent on the closing of this offering, which consist of the following:

The collective group of SPVs to be acquired by LightBeam from SPGL and SPIL are referred to as the Solar Power Generation Portfolio, or SPGP.

SPGP is dependent on the demand for renewable energy and the prices for electricity, renewable credits and other energy attributes. The power purchase agreements (PPAs) entered into by SPGP convey all electricity output, renewable energy credits and other attributes generated by the projects to the buyer for a period of time. Since the economic life of a solar power plant typically exceeds the term of a PPA, demand for renewable energy and the price for the various attributes associated with plant output will determine the level of revenue in the future.

After a period of sharp and significant growth, particularly in the area of solar, the U.K. renewables market is going through a period of transition. Specifically, the focus of the subsidy regime which had supported the aforementioned development of the solar sector has shifted from large ground mounted solar developments to ‘less mature’ technology such as offshore wind. This change has been driven by the substitution of the mechanism for allocating subsidies for renewable installations from ‘Renewable Obligation Certificates’ (ROCs) to an auction process known as ‘Contract for Difference’ (CFDs). This change takes effect from April 1, 2015. Part of SPGL’s response is to expedite the completion of those projects eligible for the expiring credits. In order to further mitigate the corresponding risk of a reduction in industry investment, SPGP has had to shift its strategy to a focus on smaller scale solar installations (under 5MW) which fall within the FITs (Feed In Tariff) regime. Management has been aware of the gradual phasing out of ROCs by 2017 and successfully implemented efficiencies within the business to ensure continued viability. This has been complimented by technological advances which have produced a continual and sustained reduction in the cost per MW build price for new installations. While the UK government may have indicated its reticence to support certain renewables, EU-centric obligations are expected to continue to drive growth in the renewables sector. Given the efficiencies associated with solar technological advances, SPGP is well placed to take advantage of this growth.

Of the projects included within SPGP, two are currently funded and became operational prior to the end of March 2015 and will therefore not be affected by the withdrawal of ROCs. North Farm (11.5 MW) and Hadlow (18.9 MW) are funded via external financing and had begun construction in December 2014. Bradenstoke (70.4 MW) and Owl’s Hatch (51.9 MW) commenced construction in January 2015. Owl’s Hatch became operational in March 2015 and Bradenstoke is expected to become operational during the third quarter of 2015. Of the remaining sites, Southfield Farm (9.2 MW) is expected to fall within the grace period for the ROC regime albeit at a reduced ROC multiplier of 1.3x per MWh generated, rather than the pre-April 2015 rate of 1.4x. The ROC multiplier is determined by the date the project becomes operational. Once accredited at a certain level, the ROC multiplier (or “banding level”) is fixed for a 20-year term. Newlands Farm (5.0 MW), Crowpitts (4.9 MW) and Bake Farm (5.0 MW) are expected to fall within the FIT regime.

SPGP began construction on Hadlow and North Farm in December 2014 and on Bradenstoke and Owl’s Hatch in January 2015. Hadlow, North Farm and Owl’s Hatch are operational as of March 2015. Bradenstoke is scheduled to become operational during the third quarter of 2015. Accordingly, SPGP has not reported any revenues to date and all expenses have been capitalized, except for general and administrative expenses, which have been expensed. General and administrative expenses totaled $491 and $237 for the six months ended December 31, 2014 and 2013, respectively, and $586 and $120 for the years ended June 30, 2014 and 2013, respectively.

Other comprehensive income relates to the translation of the financial statements from local functional currency for all of the SPVs to United States Dollars (“USD”).

In January 2015, SPGL entered into a share purchase agreement with Siem Europe Sarl (Siem) to sell the shares of Bradenstoke Solar Park Limited for a nominal amount. In addition, after the successful completion of construction and subsequent sale of Bradenstoke Solar Park Limited, SPGL will receive a deferred payment based on final consideration. LightBeam will be acquiring Bradenstoke Solar Park Limited in connection with the Acquisition.

SPGP’s operations and development costs have been funded by British Solar Renewables Limited (BSR), a subsidiary of Sustainable. All construction through December 31, 2014 was funded by external construction finance.

The combined financial statements of SPGP have been prepared on a going concern basis. SPGP’s ability to continue as a going concern is dependent upon the continuing ability to obtain debt or equity financing to fund its operations until positive cash flow is generated from ongoing business operations. See Note 2 to the audited combined financial statements of SPGP for further information.

Six Months Ended December 31, 2014 Compared to Six Months Ended December 31, 2013

SPGP’s cash flows from operating activities primarily relate to prepayment of value added tax and other prepayments, related to the operations of the SPVs, in the amount of $33 for the six months ended December 31, 2014.

SPGP purchased development in progress in the amount of $31,359 during the six months ended December 31, 2014, of which $24,846 was financed through advances from related parties and accounts payable and other accrued expenses. SPGP also received proceeds from the issuance of facility agreements, which proceeds were restricted for the construction of the Hadlow and North Farm facilities.

SPGP obtained two facility agreements with Macquarie Bank Limited in the amount of $15,096 during the six months ended December 31, 2014, in addition to advances and loans from related parties in the amount of $7,481 for the six months ended December 31, 2014.

SPGP received services from a related party for the development of certain projects in the amounts of $8,146 and $1,284 for the six months ended December 31, 2014 and 2013, respectively, and $2,421 and $277 for the years ended June 30, 2014 and 2013, respectively. These amounts have been recorded in development in progress on the combined balance sheets.

SPGP financed the purchase of development in progress through accounts payable in the amount of $16,700 for the six months ended December 31, 2014. Capitalized interest in the amount $135 was incurred on related party loans and the facility agreements, which has been capitalized within development in progress.

Advances and loans from related parties amount to $8,533 and $1,521 for the six months ended December 31, 2014 and 2013, respectively, and $2,421 and $277 for the years ended June 30, 2014 and 2013, respectively.

Deferred financing costs in the amount of $712 for the six months ended December 31, 2014 were financed through the facility agreements.

As of June 30, 2014, there were no debt service and other contractual obligations.

The following table summarizes the contractual obligations of SPGP as of December 31, 2014:

As of December 31, 2014, the Hadlow and North Farm facilities have entered into EPC contracts with BSR for the construction of the solar facilities.

SPGP has entered into various options to lease the land specified for each of the solar facilities. SPGP does not anticipate exiting any of the agreements and expects to exercise all open option agreements upon the permitting and approval of the sites. In the majority of cases, there is no cost to SPGP to enter into these lease options.

SPGP had no off balance sheet arrangements as of December 31, 2014 and 2013 other than the power purchase agreements described elsewhere in this prospectus.

The preparation of the financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses and related disclosure of contingent assets and liabilities. SPGP considers an accounting estimate to be critical to the financial statements if (i) the estimate is complex in nature or requires a high degree of judgment and (ii) if different estimate and assumptions were used, the results could have a material impact on the combined financial statements. On an ongoing basis, SPGP evaluates estimates and the application of the policies. SPGP bases estimates on historical experience, current conditions and on various other assumptions that SPGP believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The policies that SPGP believes are critical to the preparation of the combined financial statements are presented below.

SPGP will not generate revenue until financing is obtained and construction of the sites is completed. Prior to or upon completion of construction, SPGP will either sell the individual sites to related parties or third parties, or will sell the electricity the site generates under the terms of a PPA or at spot market prices. Revenue would then be recognized based upon the amount of electricity delivered at rates specified under the PPA contracts, assuming all other revenue recognition criteria are met.

SPGP reviews its investment in sites under development for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. When evaluating impairment, if the undiscounted cash flows estimated to be generated by a site is less than their carrying amount, management compares the carrying amount of the sites to their fair value in order to determine whether an impairment loss has occurred. The amount of the impairment loss is equal to the excess of the asset’s carrying value over its estimated fair value.

In connection with the acquisition or development of energy property, SPGP may have the legal requirement to remove long-lived assets constructed on leased property and to restore the leased property to its condition prior to the construction of the long-lived assets. This legal requirement is referred to as an asset retirement obligation (“ARO”). If SPGP determines that an ARO is required for a specific energy property, SPGP records the present value of the estimated liability during the construction of the facility. AROs recorded for owned and leased facilities are recorded by increasing the carrying value of investment in energy property and recording an ARO liability. The ARO asset is depreciated over the facility’s useful life, while the ARO liability is accreted to its future value over the facility’s useful life.

SPGP accounts for income taxes using the liability method. Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences arising between the tax bases of assets and liabilities and their reported amounts for financial reporting purposes.

SPGP records valuation allowance to reduce its deferred tax assets to the amount expected to be realized. In assessing the adequacy of recorded valuation allowances, SPGP considers a variety of factors including the scheduled reversal of deferred tax liabilities, future taxable income and prudent and feasible tax planning strategies.

SPGP follows applicable authoritative guidance on accounting for uncertainty in income taxes, which, among other things, prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return, and provides guidance on de-recognition, classification, interest, and penalties, accounting in interim periods, disclosure and transition. The amount recognized is subject to estimate and management judgment with respect to the likely outcome of each uncertain tax position. The amount that is ultimately sustained for an individual uncertain tax position or for all uncertain tax positions in the aggregate could differ from the amount recognized. As of the balance sheet dates, SPGP had no uncertain tax positions and no unrecognized tax benefits. Penalties and interest assessed by income tax authorities are included in general and administrative expenses.

In February 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2015-02, Consolidation, which affects reporting entities that are required to evaluate whether they should

consolidate certain legal entities. ASU 2015-15 will be effective for companies’ fiscal years and for interim periods within those fiscal years beginning after December 15, 2015 and for non-public companies beginning after December 16, 2016; early adoption is permitted. SPGP is currently in the process of evaluating the impact of adoption of this ASU on SPGP’s combined financial statements.

In January 2015, the FASB issued ASU 2015-01, Income Statement—Extraordinary and Unusual Items to simplify income statement presentation requirements by eliminating the concept of extraordinary items. ASU 2015-01 will be effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015. The adoption of ASU 2015-01 will have no impact on SPGP’s results of operations.

In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The standard will explicitly require management to assess an entity’s ability to continue as a going concern, and to provide related disclosures in certain circumstances. The new standard incorporates and expands upon certain principles that are currently in the auditing standards. Specifically, the new standard defines substantial doubt, requires assessments each annual and interim period, provides an assessment period of one year from the issuance date, and requires disclosures both when substantial doubt is alleviated by management’s plans and when substantial doubt remains unalleviated. ASU 2014-15 will be effective for annual periods ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. SPGP is currently in the process of evaluating the impact of adoption of this ASU on SPGP’s combined financial statements.

In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation, which eliminates development stage entities from certain parts of U.S. generally accepted accounting principles. This guidance permits the company to eliminate the requirements for development stage companies to (1) present inception-to-date information on the statement of operations and members’ equity and cash flows, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged and (4) disclose the first year in which the entity is no longer in the development stage. ASU 2014-10 is effective for years beginning after December 15, 2014, with early adoption permitted. SPGP has adopted ASU 2014-10, and as such, no longer is required to present the items noted above.

GSE, including its subsidiaries, is an Independent Power Producer (“IPP”) that acquires, develops and operates clean electric generating plants in the United States of America. Its business objective is to acquire high-quality contracted cash flows, primarily from developing and owning solar generation assets serving utility and commercial customers. GSE currently owns 12 operating utility-scale solar PV power plants with an aggregate capacity of more than 18 MW. GSE has the ability to take clean energy power plant projects through the development process, through financing and construction, to operations. It believes it is well-positioned to capitalize on the growth in renewable power electricity generation, both through project originations as well as through acquisitions from unaffiliated third parties. GSE has offices in Connecticut, New Jersey, and South Carolina.

The consolidated financial statements include the results of GSE, its consolidated subsidiaries, consisting of GSE Operations Company, LLC (“GSE OPS”), a wholly owned subsidiary of GSE, GSE NC 1, LLC (“GSENC”), GSENM1, LLC (“GSENM1”), SEV NM Phase 2, LLC (“GSENM2”) and GSE MA1, LLC (“GSEMA1”) a wholly owned subsidiary of GSE, GSE MA2, LLC (“GSEMA2”) and its variable interest entity, GSE Development Company, LLC (“GSEDEV”).

Clean energy has been one of the fastest growing sources of electricity generation in North America and globally over the past decade. GSE expects the renewable energy generation segment in particular to continue to offer high growth opportunities driven by:

GSE is dependent on the demand for renewable energy and the prices of electricity, renewable credits and other energy attributes. The long-term PPAs entered into by GSE convey all electricity output, renewable energy credits and other attributes generated by the projects to the buyer for a period of time. Since the economic life of a solar power plant typically exceeds the term of a PPA, demand for renewable energy and the price for the various attributes associated with plant output will determine the level of revenue in the future.

Industry participants in the United States have increasingly transitioned to building renewable generation resources in response to more stringent environmental regulations and supportive federal and state incentives and policy initiatives. U.S. federal, state and local governments and utilities have established various incentives to support the development of renewable energy. These incentives include accelerated tax depreciation, cash grants and other energy programs. GSE’s financial condition and results of operations have been and will continue to be affected by weather conditions and the age of its solar projects.

Government regulations providing incentives for renewable generation could change at any time, and such change may negatively impact GSE’s growth strategy. GSEMA1 sells SRECs under a Massachusetts legislative program. If the program were to be cancelled, then GSE would be at risk of losing $8.9M of revenue for the period from 2015—2022 on the GSEMA2 project. GSE’s other project in Massachusetts, GSEMA2, has an insurance product to mitigate the change in law risk for the specific SREC contract.

Other significant factors that could affect GSE’s results of operations and financial condition are:

Key performance indicators include actual performance measured against the expectations set in the following table for each project:

The following table sets forth the operating results of GSE for the years ended December 31, 2014 and December 31, 2013:

GSE derives revenues from the sale of electricity and solar renewable energy credits (SREC), (collectively, “energy generation”). Energy generation is recognized as electricity is generated by the solar energy facilities and delivered to the customers. Revenues are recorded on an accrual basis and are based on actual output and contractual sales prices.

The increase in revenues for the year ended December 31, 2014 compared to the year ended December 31, 2013 was a result of the construction of the two Massachusetts projects that were placed into service in 2014. GSEMA1 was placed into service on May 24, 2014 and GSEMA2 was placed into service on June 25, 2014. GSE recognized additional revenue of approximately $1,840 from GSEMA1 and GSEMA2 facilities in 2014.

The following is a summary of GSE’s sources of revenue from energy generation for the years ended December 31, 2014 and 2013:

Operation and maintenance expense includes all direct costs associated with energy generation and all general and administrative expense of GSE. Such direct costs include operations and maintenance, lease payments, property taxes, and insurance. General and administrative expense includes rent, utilities, insurance, salaries and employee benefits. Total operations and maintenance expense decreased by $339 in 2014.

Direct cost increased due to the addition of GSEMA1 and GSEMA2. GSE incurred $370 of additional costs due to the added operating expenses of the Massachusetts projects.

General and administrative expenses decreased period-over-period for the year ended December 31, 2014 principally as a result of a decrease in stock-based compensation of $780.

Depreciation for property, plant and equipment is calculated using the straight-line method over the assets’ useful lives of thirty years. Depreciation increased in 2014 due to the construction of GSEMA1 and GSEMA2.

Other income (expense) is comprised of interest expense, change in fair value related to warrant derivatives, 1603 Treasury Grant income, settlement gains on the NCST settlement as well as a bargain purchase specific to the GSENM1 project.

Liquidity and Capital Resources—Green States Energy, Inc. and Subsidiaries

GSE has historically focused capital expenditures on new projects, which have been funded by debt, tax equity, and GSE equity. For the year ended December 31, 2013, budgeted capital expenditures allocated to the completion of the Massachusetts projects were approximately $9,895. GSE financed these projects through long-term debt with Hunt Electric Corporation and Bridge Bank and proceeds from the 1603 Treasury Grant.

For the GSENC project, the promissory notes with Hunt Electric Corporation do not include any financial covenants; however, as of December 31, 2013 and 2014, GSE was in default on certain payment provisions, therefore GSE was required to pay a default interest rate of 12%. On February 5, 2015 GSE refinanced this note with Bridge Bank. The new $8,900 loan is collateralized by certain assets of GSENC, bears interest at 6.35%, requires quarterly principal payments, and matures on February 5, 2025. GSE was in compliance with all other applicable covenants.

GSE generally manages cash and debt to provide for working capital requirements as needed.

Current liabilities decreased by $17,422 to $6,289 at December 31, 2014. Current liabilities at December 31, 2013 included $9,895 of construction payable for the GSEMA1 project. On July 3, 2014, GSE refinanced the $9,895 construction payable into long-term debt with Bridge Bank for the GSEMA1 project that was placed into service in May 2014. The decrease was offset by increases in payables, deferred grant income, and the derivative liabilities related to warrants.

Long-term liabilities increased by $28,931 to $53,624 at December 31, 2014. The increase related to the financing obtained for the construction of Massachusetts projects in GSEMA1 and GSEMA2. Financing in GSEMA1 of $10,824 and GSEMA2 of $8,020 was obtained through Bridge Bank, who provided the refinancing of the $9,895 construction payable (see above) and issued new term loans. In 2014 and 2013 GSE also received $2,100 and $5,000, respectively, as part of the 1603 program from the U.S. Treasury for the GSEMA1 and GSEMA2 projects, which were used to partially reduce the outstanding balances of long-term debt at December 31, 2014 and 2013.

Net cash used in operating activities during the year ended December 31, 2014 compared to net cash used in operating activities during the year ended December 31, 2013 changed primarily due to decrease in net loss from operations, taking into account increases in accounts receivable, depreciation and amortization, and reductions in accounts payable and accrued expenses, share-based compensation, and the change in fair value of warrants.

The decrease in net cash used in investing activities period-over-period was driven by the construction of assets in Massachusetts in 2014, partially offset by grant proceeds received compared to acquisitions and investment in GSE’s New Mexico projects which occurred in 2013.

The primary drivers of the decrease in net cash provided by financing activities period-over-period was primarily a result of the receipt of funding from Bridge Bank for the New Mexico projects in 2013 compared to the refinancing of the construction loan and new financing obtained from Bridge Bank for the Massachusetts projects in 2014.

The following table summarizes the contractual obligations of GSE as of December 31, 2014:

On February 5, 2015, GSE refinanced the Hunt Electric Corporation NC1 note with Bridge Bank. The new $8,900 loan is collateralized by certain assets of GSENC, bears fixed interest at 6.35%, requires monthly interest payments, quarterly principal payments based on the schedule in the loan documents, and matures on February 5, 2025.

GSE had no off balance sheet arrangements as of December 31, 2014 and 2013 other than the power purchase agreements described elsewhere in this prospectus.

The preparation of the financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses and related disclosure of contingent assets and liabilities. GSE considers an accounting estimate to be critical to the financial statements if (i) the estimate is complex in nature or requires a high degree of judgment and (ii) if different estimate and assumptions were used, the results could have a material impact on the consolidated financial statements. On an ongoing basis, GSE evaluates estimates and the application of the policies. GSE bases estimates on historical experience, current conditions and on various other assumptions that GSE believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The policies that GSE believes are critical to the preparation of the consolidated financial statements are presented below.

GSE derives revenues from the sale of electricity and renewable energy credits. GSE also receives other income through receipt of grants from government entities.

Energy generation revenue and solar renewable energy credits revenue are recognized as electricity is generated by the solar energy facility, delivered to the customers and when collectability is reasonably assured. Revenues are based on actual output and contractual sale prices set forth in long-term PPAs. GSE has a limited number of customers, generally of high credit quality.

When GSE is eligible for Section 1603 Grants, GSE recognizes a receivable and corresponding deferred income for the grants when the projects achieve COD. Eligibility and collectability is determined based upon an analysis of the related Solar Energy Facility’s compliance with legal and regulatory requirements, and completion of related Section 1603 Grant applications. Deferred grant income is amortized using the straight-line method over the useful life of the related Solar Energy Facility. These grants are based on the level of capital expenditures for qualifying projects. U.S. GAAP does not address accounting for grants, hence International Accounting Standard (IAS) 20 is generally followed. IAS 20 allows for the Company’s approach of recording the grant as deferred income and amortizing the deferred income using the straight-line method over the useful life of the asset starting on the application date of the grant.

GSE periodically evaluates its investment in long lived assets for impairment whenever events have occurred that would require revision of the remaining useful life of equipment and improvements and purchased intangible assets or render them not recoverable. If such circumstances arise, GSE uses an estimate of the undiscounted value of expected future operating cash flows to determine whether the long-lived assets are impaired. The Company’s estimate of future operating cash flows are based on the historical energy generation performance at each facility, with the selling price fixed based upon the power purchase agreement (PPA) for each facility. If the aggregate undiscounted cash flows are less than the carrying amount of the assets, the resulting impairment charge to be recorded is calculated based on the excess of the carrying value of the assets over the fair value of such assets, with the fair value determined based on an estimate of discounted future cash flows.

In connection with the acquisition or development of energy property, GSE may have the legal requirement to remove long-lived assets constructed on leased property and to restore the leased property to its condition prior to the construction of the long-lived assets. This legal requirement is referred to as an asset retirement obligation or ARO. If GSE determines that an ARO is required for a specific energy property, GSE records the present value of the estimated liability during the construction of the facility. AROs recorded for owned facilities are recorded by increasing the carrying value of investment in energy property and depreciated over the facility’s useful life, while an ARO recorded for a leasing arrangement is accounted for as a liability in the initial period recognized and amortized over the solar energy facility’s useful life. After initial recognition of the liability, GSE accretes the ARO to its future value over the facility’s useful life.

Warrants may be issued in connection with debt or equity financings. A warrant is convertible into one share of common stock and its fair value on issuance is recorded in additional paid-in capital in the accompanying balance sheets. GSE accounts for warrants issued with a fixed exercise price as equity instruments. Warrants issued with exercise prices based on the greater of a multiple of a future financing event or a fixed amount are accounted for as liability instruments, with changes in the fair value recognized in other income. A warrant is convertible into one share of common stock and its fair value on issuance is recorded in additional paid-in capital in the accompanying balance sheets. The fair value of the warrants is estimated using the Black-Scholes pricing model based on assumptions of expected volatility, risk-free rate of return, expected life, potential dividends and expected forfeitures.

GSE has established a share-based compensation plan (the Plan) providing for restricted share awards to executives, board members and service providers. Awards under the Plan include both a service condition, which is continuous employment over a four-year period, and a performance condition defined as a change in control or liquidity event.

Equity-settled share-based payments to directors, officers and employees are measured at the fair value of the equity instruments, less the fair value of the proceeds received on granting the equity instruments, at the grant date. Amounts are expensed based on the vested balance at each reporting period when the vesting conditions are deemed probable. Service conditions are deemed probable and expensed upon completion of the service period. Performance conditions are deemed probable when GSE is ensured that the performance event will or has occurred.

At the end of the reporting period, GSE revises its estimate of the number of equity instruments expected to ultimately vest. The impact of the revision of the original estimates, if any, is recognized in the accompanying statements of operations such that the cumulative expense reflects the revised estimate.

GSE accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences arising between the tax bases of assets and liabilities and their reported amounts for financial reporting purposes.

GSE records valuation allowance to reduce its deferred tax assets to the amount expected to be realized. In assessing the adequacy of recorded valuation allowances, GSE considers a variety of factors including the scheduled reversal of deferred tax liabilities, future taxable income and prudent and feasible tax planning strategies.

GSE follows applicable authoritative guidance on accounting for uncertainty in income taxes, which among other things, prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return, and provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The amount recognized is subject to estimate and management judgment with respect to the likely outcome of each uncertain tax position. The amount that is ultimately sustained for an individual uncertain tax position or for all uncertain tax positions in the aggregate could differ from the amount recognized. As of the balance sheet dates, GSE had no uncertain tax positions and no unrecognized tax benefits. Penalties and interest assessed by income tax authorities are included in operations and maintenance expenses. For the years ended December 31, 2014 and 2013, GSE did not incur any penalties or interest.

In February 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2015-02, Consolidation, which affects reporting entities that are required to evaluate whether they should consolidate certain legal entities. ASU 2015-15 will be effective for companies’ fiscal years and for interim periods within those fiscal years beginning after December 15, 2015 and for non-public companies beginning after December 16, 2016; early adoption is permitted. GSE is currently in the process of evaluating the impact of adoption of this ASU on GSE’s consolidated financial statements.

In January 2015, the FASB issued ASU 2015-01, Income Statement—Extraordinary and Unusual Items to simplify income statement presentation requirements by eliminating the concept of extraordinary items. ASU 2015-01 will be effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015. The adoption of ASU 2015-01 will have no impact on GSE’s results of operations.

In May 2014, the FASB issued ASU 2014-09, Revenues from Contracts with Customers, which provides guidance for revenue recognition. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under today’s guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. This guidance will be effective for GSE in the first quarter of its fiscal year ending December 31, 2017. GSE is currently in the process of evaluating the impact of this adoption of this ASU on GSE’s consolidated financial statements.

Global Ampersand LLC (“Global”) was formed under the state laws of Delaware on August 26, 2006 and is wholly-owned by ACM California LLC. Global engages in activities related to developing, owning, managing and operating biomass energy production facilities. Global owns a 100% capital interest in El Nido Power, LLC (“El Nido”) and Ampersand Chowchilla Biomass LLC (“Chowchilla”), respectively. El Nido and Chowchilla each operates a 12.5MW biomass-fired electrical generation facility in El Nido and Chowchilla, California. El Nido and Chowchilla each use wood waste, construction waste, agricultural products, and other types of organic materials as fuel to generate electricity for sale to utility companies.

Certain costs of energy generation facilities built in the United States may qualify for energy investment tax credits as provided under Section 48 of the Internal Revenue Code (“IRC”) (“Section 48 Tax Credit”) or alternatively, upon election, may be eligible for the United States Department of the Treasury (“Treasury”) grant payment for specified energy property in lieu of tax credits pursuant to a Section 1603 Grant as detailed in the Revenue Recognition section below.

Global is an exempt wholesale generator pursuant to Section 1262(6) of the Public Utility Holding Company Act of 2005 as determined by the Federal Energy Regulatory Commission. Global sells electricity to Pacific Gas and Electric (PG&E) pursuant to two PPAs, each 20 years in term. On December 12, 2008, the Chowchilla facility’s commercial operation date was agreed to with PG&E with the PPA beginning on that date. The PPA was later amended and now expires in February 2031. In February 2009, the El Nido facility’s commercial operation date was agreed to with PG&E with the PPA beginning on that date and continuing through February 2031.

Biomass power generation is dependent on market prices for energy, capacity, renewable credits and biomass fuel and the demand for renewable electricity. Entering into a long-term PPA conveys all energy, capacity and renewable energy credits generated by the plants to the buyer for a period of time and limits the plant’s dependence on market prices, except prices for biomass fuel.

Biomass fuel includes a wide variety of feed stocks, including construction waste, agricultural waste, logging and sawmill waste, tree trimmings and municipal green waste. Due to the variety of feed stocks and the distance that biomass fuel can be economically transported, factors affecting price are often regional and typically only affect a limited number of feed stocks. Biomass fuel is typically processed using diesel powered tub grinders or chippers and is transported by truck. Therefore, the price of diesel influences the processing and transportation costs for biomass fuel.

On December 12, 2008, the Chowchilla facility’s commercial operation date was deemed and the term of the PPA began and will continue through February 7, 2031. On February 21, 2009, the Merced facility’s commercial operation date was deemed and the term of the PPA began and will continue through February 7, 2031. The plants required an extensive ramp up and testing period which extended into 2013. During this period of time, maintenance and repair costs were high as compared to other biomass plants. As improvements were made and preventative maintenance schedules established, costs have been reduced. As a result of the expenditures, electricity generation and revenues have improved.

Global and its subsidiaries have filed for Section 1603 Grants related to refurbishment of the Facilities, held by Global in the aggregate amount of $24,582,257. Between September 2012 and January 2013, the US Department of Treasury authorized payment for $2,272,726 of the total amount requested and has effectively denied payment on the remaining amounts based on the difference in the interpretation of the service dates of the

Facilities. Global is currently contesting this position. As such, Global has not recorded the receivable and related deferred revenue for the denied portion of the Section 1603 Grants. Global is eligible for Production Tax Credits in lieu of the Section 1603 Grants and may decide to pursue the tax credits if a favorable resolution cannot be reached with the US Department of Treasury regarding the service dates of the facilities.

The following table sets forth the operating results of Global for the years ended December 31, 2014 and 2013:

Global derives revenue from the generation of electricity. Energy generation is recognized as electricity is generated from biomass power facilities and delivered to the grid. Revenues are recorded on an accrual basis and are based on actual output and contractual sales prices.

Revenues slightly increased by $56, from $15,966 during the year ended December 31, 2013 to $16,022 during the year ended December 31, 2014. During the years ended December 31, 2014 and 2013, Global sold 139,088 MWh and 137,753 MWh of electricity, respectively, to PG&E at the contract price as set forth in Global’s PPA with PG&E. The contract price obtained by Global for its electricity remained unchanged year over year under Global’s PPA with PG&E.

Operations and Maintenance (O&M) expense includes interconnection costs, turbine servicing costs, materials, supplies, shared services and administrative expenses attributable to projects, and costs and expenses under administrative service agreements, O&M agreements and general and administrative expenses. O&M expense decreased year over year by $1,947 to $10,136 for the year ended December 31, 2014 from $12,083 for the year ended December 31, 2013.

Cost of fuel decreased year over year by $195 to $5,561 for the year ended December 31, 2014 from $5,756 for the year ended December 31, 2013. This decrease was a result of the types of fuel used.

Depreciation expense remained relatively unchanged, decreasing slightly year over year by $40 to $2,111 for the year ended December 31, 2014 from $2,151 for the year ended December 31, 2013.

Other income (expense) is comprised of interest expense and other income through the receipt of grants from government entities.

Global’s liquidity position, as measured by cash and cash equivalents, restricted cash plus letter of credit facilities, increased by $61 at December 31, 2014 compared to the prior year. The increase at December 31, 2014 from December 31, 2013 was attributable to lease deposits with CAT Financial for loaders, which is recorded as restricted cash.

Global has historically focused capital expenditures on refurbishing the biomass power plants and improving operations. Capital expenditures have been funded by borrowings from related parties.

Global’s letter of credit facilities contain customary representations, warranties and covenants and events of default customary for financings of this type. As of December 31, 2014, Global was in compliance with all applicable covenants.

Global generally manages cash and debt to provide for working capital requirements as needed.

The consolidated financial statements of Global have been prepared on a going concern basis. Global’s ability to continue as a going concern is dependent upon the continuing ability to obtain debt or equity financing to fund its operations until positive cash flow is generated from ongoing business operations. See Note 2 to the audited consolidated financial statements of Global for further information.

Net cash used in operating activities decreased $2,117 during the year ended December 31, 2014 to $1,571, compared to net cash used in operating activities during the year ended December 31, 2013 of $3,688, which is primarily due to the decrease in net loss of $1,911.

There was no net cash provided by investing activities during the year ended December 31, 2014. During the year ended December 31, 2013, the net cash provided by investing activities of $1,136 was from cash received from grants. Global did not purchase any equipment which was classified as capital expenditures during the years ended December 31, 2014 and 2013. All purchases in 2014 and 2013 of parts and equipment were classified as repairs and maintenance, spare parts or small tools.

Net cash provided by financing activities during the year ended December 31, 2014 decreased by $887 to $1,442 compared to net cash provided by financing activities during the year ended December 31, 2013 of $2,329, which was a result of a reduction in cash advances received from Global’s lender of $1,879 from 2013 to 2014. This was partially offset by an increase in proceeds from notes payable of $967. In 2014, Global entered into a number of promissory note agreements totaling $1,450 from related parties to fund operations due to cash flow issues.

The following table summarizes the contractual obligations of Global as of December 31, 2014:

Global had no off balance sheet arrangements other than the power purchase agreements described elsewhere in this prospectus.

The preparation of the financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses and related disclosure of contingent assets and liabilities. Global considers an accounting estimate to be critical to the financial statements if (i) the estimate is complex in nature or requires a high degree of judgment and (ii) different estimates and assumptions were used, the results could have a material impact on the consolidated financial statements. On an ongoing basis, Global evaluates estimates and the application of the policies. Global bases estimates on historical experience, current conditions and on various other assumptions that Global believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The policies that Global believes are critical to the preparation of the consolidated financial statements are presented below.

Global derives revenues from the generation of energy. Energy generation revenue is recognized as electricity is generated and delivered to the grid from either the Chowchilla or Merced biomass power facilities (Facilities), and collectability is reasonably assured. Revenues are based on actual output and contractual sale prices set forth in long-term PPAs, assuming all other revenue recognition criteria are met. Global evaluates its PPAs to determine whether they are in substance leases or derivatives and, if applicable, recognizes revenue pursuant to ASC 840 Leases and ASC 815 Derivatives and Hedging, respectively. As of December 31, 2014 and 2013, there were no PPAs that were accounted for as derivatives. Revenue from the PPAs are accounted for as operating lease revenue.

When Global is eligible for Section 1603 grants, Global recognizes receivable and corresponding deferred revenue for the grants when the Facilities are placed in service and the Section 1603 Grant is awarded. Eligibility and collectability are determined based upon an analysis of the related Facilities’ compliance with legal and regulatory requirements, and completion of related Section 1603 Grant applications. Deferred grant income is amortized using the straight-line method over the useful life of the related energy facilities.

Accounts receivable are stated at the amount Global expects to collect from outstanding balances. Global provides for probable uncollectible amounts through a charge to earnings and a credit to an allowance for doubtful accounts based on its assessment of the current status of individual accounts. Balances outstanding after Global has used reasonable collection efforts are written off through a charge to the allowance for doubtful accounts and a credit to accounts receivable.

As of December 31, 2014 and 2013, Global has reviewed and determined that all balances in accounts receivable are fully collectible and, accordingly, there is no allowance for doubtful accounts.

Global periodically evaluates its investments in long lived assets for impairment whether events have occurred that would require revision of the remaining useful life of equipment and improvements and purchased intangible assets or render them not recoverable. If such circumstances arise, Global uses an estimate of the undiscounted value of expected future operating cash flows to determine whether the long-lived assets are impaired. If the aggregate undiscounted cash flows are less than the carrying amount of the assets, the resulting impairment charge to be recorded is calculated based on the excess of the carrying value of the assets over the fair value of such assets, with the fair value determined based on an estimate of discounted future cash flows.

Global has elected to be treated as a partnership for federal and state income tax purposes. Accordingly, there is no provision for federal and state income taxes.

Global accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences arising between the tax bases of assets and liabilities and its reported amounts for financial reporting purposes.

Global records valuation allowances to reduce its deferred tax assets to the amount expected to be realized. In assessing the adequacy of recorded valuation allowances, Global considers a variety of factors including the scheduled reversal of deferred tax liabilities, future taxable income and prudent and feasible tax planning strategies.

Global follows applicable authoritative guidance on accounting for uncertainty in income taxes, which, among other things, prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return, and provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The amount recognized is subject to estimate and management judgment with respect to the likely outcome of each uncertain tax position. The amount that is ultimately sustained for an individual uncertain tax position or for all uncertain tax positions in the aggregate could differ from the amount recognized. As of the balance sheets date, Global had no uncertain tax positions and no unrecognized tax benefits. Penalties and interest assessed by income tax authorities are included in general and administrative expenses. For the years ended December 31, 2014 and 2013, Global did not incur any penalties or interest.

consolidate certain legal entities. ASU 2015-15 will be effective for companies’ fiscal years and for interim periods within those fiscal years beginning after December 15, 2015 and for non-public companies beginning after December 16, 2016; early adoption is permitted. Global is currently in the process of evaluating the impact of adoption of this ASU on its consolidated financial statements.

In November 2014, FASB issued ASU 2014-17, Pushdown Accounting, which gives an acquired entity the option of applying pushdown accounting in its stand-alone financial statements upon a change-in-control event. ASU 2014-17 is effective immediately. Global is assessing the impact the adoption of ASU 2014-17 will have on its financial position, results of operations or cash flows following this offering.

In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The standard will explicitly require management to assess an entity’s ability to continue as a going concern, and to provide related disclosures in certain circumstances. The new standard incorporates and expands upon certain principles that are currently in the auditing standards. Specifically, the new standard defines substantial doubt, requires assessments each annual and interim period, provides an assessment period of one year from the issuance date, and requires disclosures both when substantial doubt is alleviated by management’s plans and when substantial doubt remains unalleviated. ASU 2014-15 will be effective for annual periods ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. Global is currently in the process of evaluating the impact of adoption of this ASU on its consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, Revenues from Contracts with Customers, which provides guidance for revenue recognition. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under today’s guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. This guidance will be effective for Global in the first quarter of its fiscal year ending December 31, 2017. Global is currently in the process of evaluating the impact of this adoption of this ASU on its consolidated financial statements following this offering.

LightBeam and the predecessors have limited exposure to market risk due to the nature of the financial instruments carried on their balance sheets. Financial instruments as of each company’s respective balance sheet dates consisted of cash and cash equivalents, security deposits, accounts receivable, accounts payable, accrued liabilities, long-term debt and credit facilities. Each company’s financial position is subject to market risk, including, but not limited to, changes in the value of financial instruments including those resulting from changes in interest rates and foreign currency exchange rates. As of each company’s respective balance sheet dates the fair value of these financial instruments approximated carrying values.

Each company is exposed to changes in interest rates primarily through amounts outstanding under various credit facilities. As of each company’s respective balance sheet date, management has analyzed the effect of interest rates on the various credit facilities, for which there was approximately $197,195 of outstanding borrowings as of each company’s respective balance sheet date. Based on the outstanding borrowings under the various agreements at each company’s respective balance sheet date, increase in the interest rate would result in an additional $1,972 of annual interest expense.

LightBeam and the predecessors are subject to foreign currency risk through international operations. SPGP carried cash denominated in the British Pound Sterling. Accounts whose functional currency is not the U.S. dollar and translated using exchange rates in effect at period-end for assets and liabilities and exchange rates averaged over the period for results of operations. The related translation adjustments are reported in accumulated other comprehensive income in equity. Transaction gains and losses are reported in the consolidated statement of operations. As a result, both positive and negative currency fluctuations against the U.S. dollar may affect results of operations and accumulated other comprehensive income. Exposure to foreign currency exchange risk is minimized in relation to the results of operations since a significant portion of revenue is denominated in U.S. dollars. This situation may change in the future if revenue earned and expenses incurred denominated in foreign currencies increases.

LightBeam and the predecessors currently do not manage future foreign exchange risk exposures that cause both earnings and cash volatility by utilizing a hedging strategy. As of each company’s respective balance sheet date, LightBeam and the predecessors had no derivative contracts outstanding. LightBeam and the predecessors do not enter into financial instrument transactions for trading or speculative purposes. LightBeam and the predecessors have not established any special purpose entities and do not have any material off balance sheet financing transactions. LightBeam and the predecessors will continue to monitor their foreign currency exposure and will implement a hedging strategy if LightBeam and the predecessors feel that there is a material risk and that the hedge is cost effective.

According to EIA International Energy Outlook 2013, global net electricity generation is expected to grow at a CAGR of 2.8% from 2010 to 2020. Although the 2008-2009 global economic recession slowed the rate of growth in global demand for electricity, demand returned in 2010. According to the EIA, net electricity generation from renewable energy accounted for 20.6% of global net electricity generation in 2010, making it the third largest contributor after coal and natural gas. Over the period from 2010 to 2020, the EIA expects net electricity generation from renewable energy to be the fastest growing source of net electricity generation at a CAGR of 4.5%.

Renewable energy is generated using naturally-replenishing resources such as water, wind, sunlight, plant and wood waste / biomass, and geothermal energy. In many parts of the world, increasing concerns regarding manufacturing jobs, security of energy supply and the environmental consequences of GHG emissions, as well as the outlook for fossil-fuel prices, have resulted in governmental policies that support an increase in electricity generation from renewable energy. The significant growth in electricity generation from renewable energy is principally the result of an improvement in the cost competitiveness of renewable energy technologies and support from governments to increase the contribution of electricity generation from renewable energy. By 2020, net electricity generation from renewable energy is projected to account for 24.4% of global net electricity generation. While wind and solar resources are intermittent, depending on the time of day and climatic conditions, improving storage technology and the dispersing of wind power and solar power projects over wide geographic areas can mitigate these concerns.

An increase in unconventional natural gas resources such as shale gas, in particular, in North America, is expected to result in growth in net electricity generation from natural gas at a CAGR of 2.2% from 2010 to 2020.

The EIA expects net electricity generation from nuclear power to increase at a CAGR of 3.3% from 2010 to 2020. However, there is still considerable uncertainty regarding the future of nuclear power, which suggests that the EIA’s expectations for the addition of new nuclear power generating capacity may not be fully realized. Further, the EIA expects approximately 98% of the increase in net electricity generating capacity from nuclear power to occur in non-OECD countries, with China, Brazil and India accounting for the largest growth through 2020. Future net electricity generation from renewable energy, natural gas, and, to a lesser extent, nuclear power is largely expected to displace net electricity generation from coal, although coal is expected to remain the largest source of global net electricity generation through 2020.

Source: International Energy Outlook 2013 – U.S. Energy Information Administration

Over the period from 2010 to 2020, the EIA expects 45% and 34% of the increase in net electricity generation from renewable energy to be from hydro power and wind power, respectively. While hydro power represented 81.5% of global net electricity generation from renewable energy in 2010, its contribution is expected to decline to approximately 68.4% by 2020 as projects utilizing other renewable energy technologies, including wind power and solar power, come online. Net electricity generation from wind power is expected to increase at a CAGR of 10.5% from 2010 to 2020, increasing its contribution to global net electricity generation from renewable energy from 8.2% in 2010 to 17.5% in 2020.

Source: International Energy Outlook 2013 – U.S. Energy Information Administration

In many countries and power markets around the world, governments and electricity customers are concerned with issues of energy security, sustainability and the environmental impacts related to power generation. Renewable power has advantages in these areas relative to traditional thermal power generation. These advantages have led governments to promote the adoption of renewable power in many jurisdictions throughout the world. In addition, advancements in renewable power technology that improve efficiency and lower costs also enhance growth. Significant growth drivers that may increase the use of renewable power include:

The U.K. faces the challenges of replacing life-expiring coal and nuclear generating capacity and complying with policy objectives to cut carbon emissions.

The DECC estimates that about a fifth of the U.K.’s electricity generating capacity may have to close over this decade as the U.K.’s power stations age and as EU environmental legislation, notably the LCPD and IED, impose stricter standards. Specifically, there is a requirement to close coal and oil stations that have “opted out” of the LCPD that will lead to the retirement of 12 GW of major capacity in Great Britain by 2016. The LCPD aims to reduce emissions of sulphur dioxide, nitrogen oxides and dust from large combustion plants. All plants built after 1987 must comply with the emission limits in LCPD. Existing plants can either comply with the LCPD through installing emission abatement equipment or elect to “opt out” of the directive. All existing plants that “opt out” must close by the end of 2015, driving the need for new generation plants to be commissioned in order to maintain the country’s security of supply. The IED imposes similar restrictions on conventional generation, with remaining coal-fired and some gas-fired generation expected to close by 2023.

The EU and U.K. targets for reducing carbon emissions also require investment in low carbon electricity generation. Compared to other EU Member States, the U.K. generates a relatively low proportion of electricity from renewable sources. DECC has estimated that in 2011, only 3.8% of gross energy consumption (including electricity and other uses of energy output such as heating and transportation) was procured from renewable sources versus the national target of 15% by 2020. The share for electricity (excluding other types of energy consumption) was 9.2% in 2011 from renewable sources, up from 6.7% in 2010.

Growth Drivers / Current Support Mechanisms for U.K. Renewable Power Generation

In addition to the ROC price, suppliers may also pay generators a “ROC Recycle” price on a £/MWh basis. The ROC Recycle price is determined annually based on the total buyout payments to Ofgem in a given compliance year. Ofgem pools these funds and then divides the aggregate amount by the number of ROCs generated in that compliance year. This value becomes the ROC Recycle price. The ROC Recycle funds are redistributed to suppliers pro-rata based on each supplier’s annual ROC compliance. Suppliers may, but are not obligated to offer generators the ROC Recycle price as part of a PPA. The table below shows the final ROC Recycle price for recent compliance years:

Pursuant to the EMR, the RO will close to all new generation in the future, with the closing date depending on the technology. Solar PV projects greater than 5 MW are not eligible to participate in the RO after March 31, 2015 unless they have achieved certain milestones that provide them with a grace period through March 2016 to achieve final accreditation. All of the ROC projects in our Initial Portfolio will either have been completed by the April 1, 2015 deadline or are eligible for the grace period. The milestones include having satisfied financial planning and grid connection conditions. Doing so extends their eligibility to participate in the RO through March 31, 2016. Wind projects will be eligible to participate in the RO through March 2017. The RO will be replaced by a CFD scheme and the first auction for CFDs was completed in February 2015. In its December 2013 report titled “Electricity Market Reform Delivery Plan,” the DECC stated that the CFD will “help achieve total U.K. renewable deployment of around 42 GW by 2020, generating around 109 TWh (or around 33% of electricity but with a range of 30-36%)” and “will be enable additional investments of around GBP 40 billion in renewable electricity generation projects up to 2020.” Existing operational projects (and those which are certified and commence operations) are “grandfathered” under the current regime, which will continue to apply to them (but see below with respect to transitional arrangements and the move to “fixed price certificates”).

In the U.K. all electricity suppliers are required to comply with the national RO by procuring ROCs and the associated power from accredited renewable generators. The ROC buyout price is fixed for 20 years, adjusted annually only for inflation. The number of ROCs that are issued to renewable generators for each MWh of eligible generation is based on a multiplier that is determined by Ofgem, based upon the technology and COD of the project. The cost of the ROCs is passed on to consumers through the price at which their suppliers sell them power. To maintain sufficient demand for ROCs each year, Ofgem tracks ROC production, and, if production is expected to exceed the annual RO requirement, Ofgem will increase the RO requirement. In terms of the power price portion of the PPA, as most PPAs have power priced as a pass-through percentage of the wholesale rate, suppliers are essentially taking a transaction fee on the power, which gives them an incentive to compete for and enter into these PPAs, which we expect to continue as long as the RO is in place.

In terms of FIT offtake, only suppliers with more than 250,000 customers are required to participate in the program. However, a number of smaller suppliers may voluntarily participate, since suppliers must enter into off-take agreements with accredited renewable generators in order for the U.K. to achieve its goal of sourcing 15% of total energy needs from renewable sources by 2020. As the FIT price is pegged to a project’s COD, if a given counterparty became bankrupt in the future, we expect that the project would be able to enter into a PPA with another counterparty at the same price.

Most of the customers of projects in the U.K. renewable energy market are power marketing firms that buy wholesale electricity and then supply primarily commercial and industrial customers. Only a small number of suppliers own any of their own generation. Electricity purchased from generators is transmitted to the end users through the National Grid or regional Distribution Network Operators (“DNOs”). All of the U.K. projects in our Initial Portfolio will be interconnected through DNOs. Scheduling and balancing is managed by the supplier who pays for electricity based upon the readings at the project meter at the point of interconnection. End users of electricity receive one bill from suppliers for electricity usage as well as charges to fund these distribution and transmission networks.

As noted above, Ofgem allows suppliers to charge an environmental rider on customer bills to pay for the additional cost of procuring renewable energy, including supplier’s administrative costs. The result is that in the U.K., as compared to markets like the United States, management believes the relationship between off-taker and generator is less adversarial and price competitive, as suppliers have certainty of their ability to recover the costs of renewable energy procurement.

The Energy Act 2013 provides a legislative framework for EMR which will introduce very significant changes to the U.K. electricity market. In summary, it is comprised of four key components:

Two of these components are of particular relevance to the renewables sector: CFDs and the carbon price floor.

Commencing in 2015, generators with a CFD will receive a 15-year, fixed strike price for power generated, indexed to the Consumer Price Index. The electricity will be sold into the market under a PPA, and any shortfall (or excess) in the market price will be paid (or retained) by a U.K. government counterparty. CFDs will be allocated under annual rounds, in which the strike price will be determined. In each round, generators will bid a specified strike price, although if the amount of power supply in any auction exceeds the available demand (determined by the U.K. government) not all bidders may receive a CFD. There will be separate allocations and budgets for different technologies, in particular distinguishing between established and new technologies. If the budget is insufficient to satisfy all applications for a CFD, what is known as “constrained allocation,” projects in the same situation will have to compete with one another for a CFD. The most expensive schemes which require higher strike prices will be unsuccessful in obtaining a CFD. Solar PV and onshore wind are “established technologies” and will compete for the same allocation. It is predicted that there will be constrained allocation for established technologies.

The first CFD auction was completed in February 2015. While not necessarily indicative of future auction results, this first auction saw limited success for solar PV, with winning strike prices ranging between £50/MWh and £79/MWh.

The CFD counterparty will be a government-owned counterparty, the Low Carbon Contracts Company Ltd. A supplier obligation is being introduced to fund CFDs.

Under transitional arrangements, ROCs issued after April 1, 2027 will be replaced with “fixed price certificates” a new form of certificate. DECC has indicated that the intention is to maintain levels and length of support for existing participants under the RO with the long-term value of a fixed price certificate to be set at the prevailing ROC buy-out price in 2027 plus 10% and indexed to either CPI or RPI, which the U.K. government has said it intends to target as the long-term value of the ROC. A key feature of the fixed price certificate is that the U.K. will become the single buyer of renewable attributes.

The second key element, the carbon price floor, was introduced to encourage additional investment in low-carbon power generation by providing greater support and certainty to the carbon price. The floor will be based on an assessment of a desired target price for carbon realized by the EU Emissions Trading Scheme (ETS) and will be given effect by levying carbon price support on fossil fuel generators in the U.K. under the Climate Change Levy. Carbon price support is likely to affect RO-supported renewable generators by increasing the wholesale electricity market price to reflect the additional carbon costs incurred by fossil fuel generators.

We believe that wholesale power prices are likely to rise at or above the U.K.’s rate of inflation in the near future. From 2001 through November 2014, wholesale power prices in the U.K. increased at a compound annual rate of 6.45% compared to 2.82% for the RPI. Ofgem expects power prices to continue to rise primarily as a result of the market’s increased reliance on natural gas generation which is expected to double between now and 2020 as the U.K. begins the process of retiring a substantial portion of their coal fleet due to age and environmental regulations. In addition, the U.K. is increasingly reliant on European natural gas which is priced on an oil-linked basis.

Industry participants in the United States have increasingly transitioned to building renewable generation resources in response to more stringent environmental regulations and supportive federal and state incentives and policy initiatives. EEI estimates that 17 gigawatts of new generation capacity was added in the United States in 2013. Natural gas (7,370 MW) and solar (4,936 MW) accounted for the majority of the new capacity, with solar having a record breaking year in 2013 and surpassing wind for the first time as the leading source of new renewable capacity. In 2012, renewables were the dominant source of new capacity within the U.S. power generation industry, contributing 50.2% of capacity growth.

In its “Annual Energy Outlook 2013,” the EIA forecasts that capacity additions from 2012 to 2040 will total 340 gigawatts. Annual additions in 2012 and 2013 remain relatively high, averaging 22 gigawatts per year. Of those early builds, 51 percent are renewable plants.

Growth Drivers / Current Support Mechanisms of U.S. Renewable Power Generation

Source: Database of State Incentives on Renewables & Efficiency—Map of RPS Policies

Solar PV power generating facilities consist of an array of solar panels. These solar panels are made up of smaller solar cells (often encased in glass to protect them from the elements), which convert electromagnetic radiation from the sun into electricity by means of semiconductors. The semiconductors use photons of light to knock electrons into a higher state of energy to create electricity (known as the photovoltaic effect). The electricity produced by solar PV generating facilities is in the form of direct current (“DC”) (unidirectional flow of electricity). An inverter is required to convert the direct current electricity to alternating current (“AC”), which is the type of current upon which most electricity distribution and transmission grids are based.

Solar power generation by solar PV farms is growing all over the world. Solar PV generation costs remain high in comparison to hydro or wind and in most situations still require government incentives for new projects

Source: Bloomberg New Energy Finance, “H1 2014 Levelised Cost of Electricity—PV” and “Q1 2014 PV Market Outlook,” February 2014

to be built. However, costs have been decreasing steadily due to efficiencies in the supply chain. The cost of solar PV modules is becoming more affordable for large scale projects, and their reliability has been proven for projects operating for more than 20 years. Since the start of 2010, the average total installed cost of utility-scale solar has declined over 50%, according to Bloomberg New Energy Finance.

Solar PV farms do not produce any GHG or acid rain, both of which have significant negative impacts on the environment. Solar energy generation does not result in thermal, chemical, radioactive, water, and air pollution associated with fossil fuel and nuclear generated power. The visual impact of solar projects is generally negligible and the lands occupied are fully rehabilitable without any negative impact after the end of the project and most of the equipment, such as racking and modules, can be fully removed and recycled. In addition, the sun’s availability, in both duration and intensity, is well documented and has generally been monitored for a long period of time. The yearly variation of the resource lies in the 3 to 4% range, which is much lower than the variations observed for hydro and wind resources.

Solar PV farms are relatively easy to build and all costs can be quantified in advance of construction. The construction of a solar farm project consists of standard foundation and racking systems, PV modules, wiring, and connection to the power grid. The civil structures are limited to maintenance access roads, fencing, and a small control building. The maintenance of a solar farm is quite simple considering the fact that there are no mechanical components, such as for turbines. Performance of the PV systems is controlled by a monitoring system and regular maintenance is limited to some cleaning, minor repairs and spare part changes.

Electricity generated from wind is becoming an increasingly important source of power globally. Wind generation is not subject to fuel price volatility and it produces no greenhouse gas or other emissions. Wind turbines can only generate electricity when the wind blows at speeds within a certain operating range.

Energy is produced from the wind power exerted on the blades of a wind turbine which are attached to a central shaft to rotate a generator. Wind turbines are equipped with a control system which optimizes electrical production and adjusts to varying wind speed and direction.

Wind farms are relatively simple to construct compared to more traditional electricity generating facilities. A typical wind farm can be constructed within a much shorter time frame than other power facilities, such as hydro, natural gas, nuclear, or coal facilities, which can take several years to complete. As a result, wind farms are less susceptible to risks associated with construction delays and cost overruns. Wind farms require only a small percentage of the land they occupy for road access and foundations. The rest of the project’s site is

available for other uses, such as agriculture, industry, and recreation. Wind farms do not have any fuel costs and use a remote monitoring system that allows for offsite operation and supervision. In addition, improvements to wind turbine technology have increased the efficiency and reliability of wind energy projects. As a result, operating expenses are low compared to many traditional methods of electricity generation.

Wind technology is improving as a result of taller towers, longer blades and more efficient energy conversion equipment, which allow wind projects to more efficiently capture wind resource and produce more energy. As shown in the table below, the IEA estimates that over the last ten years technology improvements have decreased the cost of wind energy in the U.S. between 24% and 39% depending on wind speed, with the greatest improvements seen at lower wind speeds.

Biomass power production is the process of transforming elements of physical chemistry, such as wood residue or agricultural waste into thermal power, through controlled combustion. In order to do this, the combustible material is inserted into a boiler. The combustion is controlled based on the required quantity and the temperature of the air. The vapor that is produced in the boiler is then injected into a turbine, where the energy which it releases is transferred into mechanical energy. The mechanical energy produced by the turbine is then transformed into electricity by the generator.

Biomass combustion is low emissions as it produces negligible amounts of sulfur dioxide and nitrous oxide emissions relative to other fossil fuels. Biomass is a renewable resource that consumes carbon dioxide during its growing cycle. Sources of biomass such as wood waste would otherwise have to be disposed of by either incineration or dumping at a landfill site. As a result, a biomass facility contributes no additional carbon dioxide emissions from those that would otherwise have been produced at incineration facilities or from decay in landfill sites (in which leachates would also be produced). To the extent that energy produced at a biomass plant replaces energy that would have been required from a coal, oil or gas power facility, greenhouse gas emissions are lower.

Some forms of biomass have the added advantage of delivering base load electricity regardless of weather conditions or time of day. While the engineering required to design and construct biomass plants is well known, the cost of construction, operation and maintenance of a baseload biomass project can be greater than for an equivalent sized natural gas plant. When biomass is used to fuel a baseload thermal generation operation, the generator requires 24-hour staffing to handle those operations safely; some other renewable resources, such as solar and wind, do not require direct operator control to produce marketable electricity.

Biomass facilities have relatively low fuel costs since they constitute an alternative to landfilling for most biomass waste suppliers. The volatility of their cost structures is low compared to fossil fueled plants. However, because their fuel source is comprised of various types of burnable waste, sourcing and delivery of appropriate and adequate quantities of fuel to biomass facilities require a greater focus than for most other renewable generating resources. Additionally, the cost of accumulating and harvesting biomass in its raw form can be higher than the cost of extracting fossil fuels. Furthermore, for maximum efficiency, these plants typically require sufficient land around the generating plant to be able to store at least several days, if not weeks, worth of fuel on-site in order to maintain a continuous uninterrupted flow of fuel.

Moreover, California has enacted legislation to promote additional diversion of materials from landfills including AB341 (enacted in 2011), targeting 75% recycling, composting and diversion by 2020. As of 2011, including Chowchilla and El Nido, there were 22 biomass conversion facilities in California, with a total combined capacity of 545 MW.

A differentiated part of our growth strategy is our LDN. Through our LDN, we have developed mutually beneficial relationships with an international group of regional developers who operate in attractive, high growth markets. We have selected our initial Members based on their experience in identifying, developing and operating global clean and renewable power generation projects, the quality of their projects in operation and under construction, and their potential to contribute additional projects to us in the future. We believe that our initial Members are well-positioned to continue to take advantage of the rapid growth of the global clean and renewable power market because of their local knowledge, relationships and expertise.

Our initial Members are those developers from whom we will acquire our Initial Portfolio. We also have entered into Purchase Options to acquire certain additional projects from our initial Members and additional developers with a total generating capacity of approximately 104 MW, which would increase the size and breadth of our portfolio. Although we plan to primarily acquire projects in operation, we may also acquire projects that are under construction or in advanced development with minimal risk of delay or incompletion.

We believe that being part of our LDN will result in meaningful benefits to our Members that will enhance their competitive position in their respective markets and help drive their growth. Among other benefits, we believe that our relationships with global financial institutions and the cultivation of our relationships with leading vendors of services and equipment required in the electric generation industry will provide our Members with improved access to construction financing on more favorable terms, and increased purchasing power and reduced costs for their procurement of equipment and services. As a result, we expect that our Members will be able to execute their development activities on a more efficient and profitable basis, and that participation in our LDN will provide our Members with greater liquidity and diversification of their project investments as well as a high degree of visibility on our project requirements, while aligning their interests with ours.

We intend to target a % annualized growth rate in our cash available for distribution per share over the -year period following the completion of this offering.

The following chart provides an overview of our Initial Portfolio by counterparty credit rating, contract duration, technology and region, in each case based on MW capacity.

The following charts provide an overview of the fuel source, geographic and counterparty characteristics of our Initial Portfolio.

Our primary business objective is to pay our stockholders a consistent and growing cash dividend that is sustainable on a long-term basis. We expect to accomplish this in the following manner:

Focus Globally on High Quality Diversified Assets in Low Risk Environments. Our goal is to become a top-tier global clean and renewable independent power producer. Our Initial Portfolio consists of projects in the United Kingdom and the United States. We selected these jurisdictions because they have stable governments and highly-developed economies that are large consumers of electricity and that have a significant presence of high quality regional energy companies as well as regulatory climates that are favorable to producers of clean and renewable energy. We expect to acquire on a global basis additional high quality projects in stable markets from experienced, regional developers. Our Initial Portfolio is also diversified by fuel source, consisting primarily of solar, as well as wind and biomass. We expect that any additional projects we acquire will utilize

such fuel sources or other proven sources. We believe that such geographic and fuel source diversification will tend to reduce the magnitude of individual project risk or regional exposure to climactic, regulatory, political, economic and other geographic risks or risks related to a particular sector of the clean and renewable energy industry. We expect that this will provide a more stable cash flow profile over the long term than a non-diversified portfolio, while also providing us with access to opportunities in additional markets that are expected to experience significant growth in clean and renewable energy generation.

Maintain Sound Financial Practices and Prudent Leverage to Grow our Cash Dividend. We intend to maintain a commitment to disciplined financial practices and prudent leverage to enable us to pay a consistent and growing cash dividend to, and serve the long-term interests of, our stockholders. Our financial practices will include a risk and credit policy focused on transacting with creditworthy counterparties, a hedging policy designed to reduce interest rate and currency exchange risks and a dividend policy, which is based on distributing a significant portion of cash available for distribution each quarter. We intend to evaluate various alternatives for financing future acquisitions to use our leverage effectively and efficiently to maximize our cash available for distribution.

We believe that we are well positioned to execute our business strategy because of the following competitive strengths.

Contracted Projects with Stable Cash Flow from Creditworthy Counterparties. The contracted, diverse nature of our Initial Portfolio supports stable cash flow. Our projects sell electricity to a diverse set of creditworthy counterparties. These contracts have a capacity-weighted average remaining life of approximately 19 years.

New, Diverse Portfolio of High-Quality Generating Assets. We benefit from an Initial Portfolio that consists primarily of recently constructed projects and projects under construction. All of our completed projects were constructed with equipment produced by experienced manufacturers and have achieved a COD within the past four years. Our Initial Portfolio is composed of 103 high quality projects with approximately 239 MW of clean and renewable energy capacity. We expect the diversification of our Initial Portfolio geographically and by fuel source should reduce our exposure to risks specific to particular sectors of the clean and renewable energy industry. We believe that the modern and high quality nature of our Initial Portfolio will result in relatively low operating and maintenance costs and will help us to achieve our expected levels of availability and performance.

Experienced Strategic and Operational Management. Our executive management team has extensive experience in managing public companies, developing and financing projects, identifying and closing acquisitions, and understanding regulation and regulatory environments. The members of our board of directors also have experience with clean and renewable energy, project finance and acquisitions, including as executives of energy companies and other publicly-traded companies, regulatory officials, investment bankers and corporate attorneys. We believe that this blend of experience in our industry and with managing public companies will serve to support our efforts in identifying, acquiring and integrating profitable clean and renewable energy projects.

We have devoted over two years to researching, analyzing and canvassing the global clean and renewable energy market, with the assistance of several market specialists who provided advice and made introductions to suitable developers and financial sponsors of projects. Based upon these efforts and our management’s experience in developing, financing, owning and operating clean and renewable energy facilities, we believe that we are well-positioned to understand and address the challenges faced by independent, regional developers.

We selected participants to invite to join our LDN because they match a desirable profile—regional development firms that have competitive advantages in their markets, a demonstrated record of successfully executing project development activities, and strong management teams capable of leading their companies through rapid growth. At the same time, however, these developers share common challenges that we believe we can help to alleviate with the benefits of our LDN. First, they lack the ability to efficiently monetize their investments in project development, which severely restricts their ability to pursue rapidly growing opportunities in their markets. Second, they lack a competitive cost of capital to fund their projects, and are therefore faced with diluting their equity ownership by obtaining funding with a high cost of capital. Third, they lack access to financial institutions that provide the most attractive terms for development capital, construction and term financing, and tax equity because many of these institutions focus their resources on larger, more established clients. Finally, they find that the process of funding projects, such as legal and technical diligence, documentation and interaction with advisors to financial institutions, to be extremely time consuming. As a result of these impediments, we believe that the management teams of these developers are extremely frustrated by the amount of valuable time they spend seeking financing instead of developing projects.

The initial Members of our LDN are developers of projects in the global clean and renewable energy market who have agreed to contribute their clean and renewable generation assets to form our Initial Portfolio and who have granted us, or intend to grant to us, options to purchase future projects. We believe that these initial Members joined our LDN because they expect that the benefits they will derive as Members of our LDN will help them grow their businesses in ways that would not be possible without participating in our LDN.

We have developed strong relationships with a variety of financial institutions in advance of this offering who have expressed an interest in fulfilling our funding needs. We selected these institutions based upon prior industry relationships with certain members of our management and because of the capabilities of these institutions to provide capital to owners of clean and renewable energy projects. We believe that the institutions collectively possess the ability to underwrite equity and debt offerings, provide construction and term debt financing, invest tax equity, and provide a range of other necessary products, such as cash management, letters of credit and interest rate and currency risk management products.

Several of these institutions have indicated that they would be willing to provide financing to Members of our LDN on customary terms and conditions offered to their other clients, provided that any projects financed are offered to us under a purchase agreement or purchase option. We believe that our Members do not independently have the scale or relationships to attract financing on this basis.

We also expect to utilize our purchasing power as a public company with suppliers to help reduce the cost of equipment procurement. There are many examples in which this benefit could be realized, including supporting

our Members with requirements for deposits or credit support for contract obligations, streamlining supply contracts by seeking consistent terms for all of our Members, or helping to prioritize our Members in times of increased demand for preferred equipment. As we increase the scale of our business, we expect to be able to positively influence interactions between our Members and suppliers on a global basis, and we will seek to do so whenever possible.

We have already been able to provide certain services to our initial Members, including legal, accounting and independent engineering related to project development activities, in advance of inclusion in our Initial Portfolio. We expect to continue to offer such professional services in the future. We believe that these services and the other benefits we will provide to our Members will reduce the cost and time required to develop projects.

Our relationships with the Members of our LDN will be formally established through the acquisition and Purchase Option agreements described in this prospectus and any additional Purchase Options we enter into with such Members. These agreements typically provide for consideration through a mixture of cash and shares of our common stock. Most developers require the ability to redeploy capital in future development activities, necessitating cash to fund their business. However, our initial Members have also invested in our growth potential by agreeing to receive a considerable amount of the consideration in stock.

We intend to utilize the benefits of our LDN to secure ownership of additional projects in the future, and we will devote considerable resources to ensuring that Members take advantage of the range of benefits we offer as a way to enhance our ongoing business relationship. We have created a business unit responsible for implementing our LDN, which will manage all facets of our relationship with existing and prospective Members. We intend to maintain a standard of excellence, policies and procedures to ensure that the benefits of the LDN are achieved, and that our relationships with our Members will be deepened. We conducted extensive diligence on the initial Members and will conduct extensive diligence on any future Members of our LDN to ensure that they are qualified, including a legal and technical review of their operations and projects.

Our business is organized to pursue the acquisition, integration and management of clean and renewable energy projects. In addition to our executive officers, upon the completion of this offering, we expect to employ approximately 30 personnel engaged in project acquisitions and development, as well as the management of our portfolio and supervision of our service providers. Our headquarters is in Sausalito, California, and we intend to maintain other offices in London and New York.

The primary duties of our employees are identifying potential regional developers for inclusion as Members of our LDN and additional projects for acquisition, performing extensive due diligence on such projects, negotiating the acquisition of such projects and integrating such projects into our portfolio upon their acquisition. In order to ensure the projects that we acquire through our LDN meet our standards, we carefully qualify the project development companies that become our Members. Our initial Members have gone through a rigorous review process. We evaluate the management teams of our Members and the quality of the counterparties to the long-term contracts under which they operate to assess the stable, predictable cash flow we expect such projects to generate. We consider the quality of equipment installed in these projects and believe that the equipment in our portfolio is manufactured and designed to support the operating profile that we expect. We also select Members with growing pipelines of future projects under construction and strong relationships in their regional markets, presenting growth opportunities for them and us. In connection with the acquisition of projects under construction to be included in our portfolio, our management team will work closely with prospective Members and potential sources of construction financing to optimize the cost of project capital.

Following the acquisition of projects, our employees will be responsible for integrating and protecting the long-term value of our projects. Our employees will oversee contract management, environmental management,

community relations, power marketing and finance of each of our projects and closely monitor the performance of each project in order to attempt to maximize financial performance and minimize risk. Our team will monitor each project’s compliance with its project agreements and applicable laws and regulations, including environmental regulations.

We will utilize the services of third-party asset managers to manage our generation assets, while directly monitoring the performance of all our generation assets. We have chosen asset managers who have proven experience in the regions where our generation assets are located. The chief responsibilities of the asset managers include oversight of O&M service providers, production monitoring and analysis, outage evaluation and improvement, generation dispatch where necessary, contract obligation compliance, and oversight of regulatory compliance and reporting. The vast majority of our U.S. and U.K. assets will be managed by either CAMS or BSR, as described below.

Consolidated Asset Management Services (“CAMS”), together with its affiliates, will manage our generation assets located in the U.S. CAMS is a privately held company headquartered in Houston, Texas providing asset management and other services to the Power Generation, Energy Exploration & Production and Midstream sectors of the Energy industry. Formed in 2007, CAMS manages power generation facilities representing over 8,000 MW, including renewable and conventional generation resources. CAMS team members have experience in the development, construction management, commissioning, startup and maintenance of clean and renewable generation assets in the U. S. and abroad. CAMS can also provide specific technical expertise, through an affiliate, in the areas of IT infrastructure design, maintenance and support.

We will enter into an agreement directly with CAMS for it to provide asset management services for our generating facilities located in the U.S. The services provided will include project administration, data acquisition, reporting, accounting and financial services. CAMS will be responsible for overseeing the operations and maintenance service providers that provide operation and maintenance services for our U.S. generating facilities, and will interact with the power purchasers for these projects. Compensation paid to CAMS will either be a fixed amount for a specified service, or a fixed amount based on the type of generating facility and the expected MW output. The term of the agreement is for two years following the date of this offering, or as extended upon agreement with CAMS. We can terminate the agreement at any time after the first year of the term by giving 90 days’ written notice to CAMS.

BSR, a privately held company headquartered near Glastonbury, England, will manage a majority of our United Kingdom assets, including each of the U.K. solar projects in our Initial Portfolio. The asset management services will include administrative, company secretarial, project management, financial and management accounting and technical reporting services. Each of the project-owning SPVs that we will acquire pursuant to our agreement to acquire the Solar Power Generation Portfolio will enter into an asset management agreement with BSR. BSR will be remunerated on a fixed and variable fee basis that reflects the MW output of each project. BSR is one of the initial Members of our LDN, and as one of the U.K.’s largest integrated solar photovoltaic companies, also provides asset management services. Its asset management team has in-depth knowledge and skills that have been honed by practical experience in generation projects it has constructed for its own portfolio as well as for others. The BSR team’s skill base covers a broad range of renewable energy platforms such as biomass, wind, anaerobic digestion, energy from waste and landfill gas. Formed in 2011, BSR manages power generation facilities totaling over 160 MW. BSR’s team members, together with its affiliate, have experience in the development, construction management, grid connection, commissioning, startup and maintenance of clean and renewable generation assets in the U.K. This asset management agreement may be terminated by either party on three months’ notice.

The remainder of our United Kingdom assets will be managed by other experienced asset managers.

The projects in our Initial Portfolio are currently operating under operations and maintenance (“O&M”) contracts with our initial Members, their affiliates, or third-party service providers and will continue to operate under such agreements following the completion of the Acquisitions and this offering. We expect the projects to continue operating under such agreements through their respective termination dates. The O&M contracts vary between one year and 20 years in duration and generally provide for payment of fixed fees for scheduled maintenance services, adjusted annually for inflation. We expect that any additional projects we acquire in the future will also operate at least initially under similar arrangements. Following the expiration of such contracts, we will have the flexibility to negotiate their renewal, provide such functions in-house or engage alternative third-party operator(s) at the lowest available cost. For example, BSR is one of the United Kingdom’s leading integrated solar power companies, having connected 200 MW of solar power plants since 2010 and is expected to continue to provide O&M services to the U.K. solar projects. In those instances where O&M services are being provided by third-party service providers, they have many years of experience with the specific resource type. In some cases, these providers are also owners of similar facilities, while in other cases they specialize in services such as plant design, modifications and performance improvement, in addition to facility operation and maintenance.

Upon completion of this offering, we will own 20 solar projects comprised of 12 projects in the United States and eight projects in the United Kingdom. We will also own two biomass projects in the United States, 80 wind projects in the United Kingdom and one wind project in the United States. The projects in our Initial Portfolio sell their electric generating output pursuant to PPAs with creditworthy counterparties, with a capacity-weighted, average remaining life of approximately 19 years. We expect any project we acquire will be party to a similar arrangement, but we may acquire projects with greater levels of uncontracted capacity.

Our projects have entered into agreements that are customary for clean and renewable energy projects. These include agreements for energy sales, Engineering, Performance and Construction (“EPC”), O&M services, site leases and grid connection, which are described generally below, followed by additional information for each project.

Each of the U.K. projects in our Initial Portfolio sells its output under a PPA that is based on one of two key government programs: a FIT program or a ROC program. Certain renewable projects with installed capacity below 5 MW, including solar, can opt either for the FIT program or the ROC program.

Under the FIT program, projects receive either 25-year (if online prior to August 2012) or 20-year (if online after August 2012) fixed tariff rates. The initial FIT tariff rate is further dependent on the size of the project and the specific commercial operation date and consists of a generation tariff and an export tariff, each paid on a per MWh basis and adjusted annually for inflation using the U.K.’s Retail Price Index (“RPI”). The following tables show the current FIT generation tariff and export tariff rates for solar PV and wind projects in the Initial Portfolio, depending on the date they reached commercial operations:

The FIT rates are valid for 20 or 25 years, subject only to an annual adjustment for RPI. The following table shows historical and forecast RPI.

Expected RPI taken from U.K. Treasury report that averages RPI forecasts from a variety of public and private sources.

The generation tariff represents payment for the renewable attributes of each megawatt hour of electricity generated, while the export tariff is payment for the actual electricity “commodity” generated. Generators may opt out of the FIT export tariff to sell their power directly to suppliers at a specified price or at the prevailing wholesale market price through short and long-term contractual arrangements. Generators can also opt back in to receiving the export tariff or from the export tariff back to a negotiated PPA contract once every 12 months. In essence, the export tariff becomes a floor price for the commodity and generators will access the option they believe will create the most revenue in a given time period. Currently, all of our FIT projects have opted out of the export tariff and sell the commodity portion of electricity to suppliers through alternate contractual arrangements, since the export tariff is typically below current market prices. In addition to the generation and export tariff-related revenues, the projects sell Levy Exemption Certificates (“LECs”) and various grid benefits to suppliers through the PPAs. LEC pricing is set annually by Her Majesty’s Revenue and Customs (“HMRC”) under the Climate Change Levy. The Climate Change Levy program is expected to run through 2023, but may be extended at a future date. Grid benefits are determined based on market pricing and project location. LEC and grid benefits do not represent a significant portion of project revenues.

Our U.K. wind projects, which total 10.9 MW, sell their output under the 20-year FIT contract structure. We also expect that the Newlands, Place Barton and Southern Counties solar projects under construction totaling 14.99 MW will sell their output under the 20-year FIT contract structure when they achieve commercial operations.

The remainder of our projects in the U.K., totaling approximately 162 MW, are solar PV projects that sell their output or are expected to sell their output under the ROC contract structure, whereby projects qualify for a fixed 20-year price for the renewable attributes of their generation, adjusted annually for RPI (but see “Industry—Overview of Core Power Markets” for the discussion of the proposed transition to “fixed price certificates”). Each project that qualifies for the ROC program is also assigned a “banding” level, depending on technology and the date the project was accredited. All of our U.K. ROC operating projects are solar PV projects and are assigned banding levels of 1.4x. The banding level determines the number of renewable certificates that a project has available to sell for each MWh of generation. Banding levels are determined in four-year increments and were established for solar PV projects in 2012. It is expected that certain of the projects will be operational at the offering date, while other projects will be either under construction or pending approval of permit applications, the construction of which will not have commenced. The U.K. government announced recently that it intends to close the RO to new solar PV generating stations of greater than 5 MW as of April 1, 2015 (subject to certain grace periods). The current levels of RO support for existing projects will not be changed. The grace periods are proposed to apply to projects in development and which are completed by March 31, 2016 although the details remain to be clarified. The consequence of the withdrawals of the RO is that new solar PV projects will have to bid for support under the new CFD regime. The U.K. government’s decision has been challenged by several solar companies. To date, we are not aware of any judgment being issued. All of the U.K. solar projects in our Initial Portfolio, certain of which are expected to sell output under ROC contracts, are under construction with scheduled completion in early 2015. The table below shows the banding levels, current ROC prices, and corresponding “realized price” per MWh of generation for ground-mounted solar PV, depending on the commercial operations date:

As described above, the initial ROC banding level is valid for 20 years, as is the ROC price subject only to an annual adjustment for RPI. See “—U.K. Retail Price Index—Historical and Forecast.”

In actual practice, the price that is paid for each renewable certificate by the power purchaser may reflect a slight discount to the ROC price and results from negotiation between the generator and the purchaser. Projects under the ROC program do not have a “floor price” to fall back on for the commodity portion of revenues, and negotiate the commodity price with the power purchasers. The commodity price will reflect the marketplace and wholesale market prices, along with contract length. ROC projects also sell LECs and can receive payments for embedded benefits. As under the FIT program, LEC and embedded benefits do not represent a significant portion of project revenues.

On an annual basis, approximately 60% of the total U.K. revenues come from the renewable component of the FIT and ROC revenues. Approximately 30% of U.K. revenues come from the energy commodity prices, another 8% from energy prices supported by a regulatory floor, and the remaining revenues come from payments for LECs and grid benefits.

Under our U.K. project PPAs, each party typically has a right to terminate upon an occurrence of an event of default that has not been cured within 20 days of written notice. Following termination for default where the

project is the non-defaulting party, the project is entitled to receive a termination payment which is the sum of net liabilities suffered in connection with termination of the agreement. For FIT program agreements, although no termination payment is specified, the power purchaser is liable with respect to all its payment obligations up to a maximum liability cap of £500,000. Note that if the project does terminate any of its FIT, ROC, or power sales agreements for an event of purchaser default, the project would be expected to secure a replacement agreement on similar or identical terms with an alternative purchaser as U.K. regulations require major electricity suppliers to enter into such agreements with renewable generators. Under the PPAs, events of default typically include:

Each of our projects in the U.S. has agreed to sell its output under a PPA that is either a “bundled rate” whereby all attributes of the power are sold for one price, or energy output is sold for one price and the renewable attributes receive an amount that is additive to the energy price. The Chowchilla, El Nido and Huerfano projects sell their output under bundled rate structure contracts that originally had 20-year or 25-year terms. The North Carolina and Massachusetts 1&2 projects sell their energy output under contracts that originally had 20-year terms, and sell the renewable attributes of the power generally under 10-year contracts. The New Mexico 1&2 projects sell their energy output and renewable attributes under 10-year contracts, with the sale of energy output being extendable for an additional 10 years.

Under our U.S. project PPAs, each party typically has a right to terminate the agreement following the occurrence of an event of default that has not been cured within a specified time period. If a purchaser defaults the project may receive damages and termination payments as applicable. Events of default typically include:

Our PPAs have certain production requirements, which, if not met, may result in the payment of liquidated damages to the purchaser, and, in some cases, may result in the right of the purchaser to terminate the agreement. The agreements do contain provisions for force majeure, including that either party may terminate the PPA if a force majeure event extends longer than a given time period.

Our operating projects have entered into EPC agreements with leading contractors and equipment suppliers. As of , 2015, of the projects in our Initial Portfolio have commenced operations. BSR will provide such services for our U.K. solar projects under construction.

Our operating projects have entered into O&M Agreements with qualified O&M operators, which in most cases are the on-site personnel who have most recently been performing the operations and maintenance. These

agreements vary between one year and 20 years in duration. In some cases, such as the Huerfano Wind Farm, O&M services are provided by the manufacturer of the installed equipment for a period of time following commercial operations. Under the terms of these agreements, the O&M operator typically agrees to provide operations, maintenance, and, in some cases, administrative services to our projects. These O&M contracts are generally for a fixed annual fee for scheduled maintenance services, adjusted annually for inflation. In most cases, unscheduled maintenance is billed separately based on actual work performed and is generally charged at pre-determined labor rates with cost of parts as a simple pass-through. O&M agreements with unrelated parties that have fixed terms typically have a shorter term of five years. Our O&M agreements with our subsidiaries and manufacturers generally have a fixed term and in some cases are subject to renewal. We benefit from a portfolio of relatively newly constructed assets, with most of our operating clean and renewable assets having achieved COD within the past three years. Given the modern nature of our portfolio, which includes a substantial number of relatively low operating and maintenance cost solar generation assets, we expect to achieve high fleet availability and expend modest maintenance-related capital expenditures. The notice periods vary and, in relation to the SPGL agreement, the period is two years with no such termination rights in the first three years.

Our projects have entered into real estate property and easement rights that we believe will allow the projects in our portfolio to operate without material real estate claims until the end of each projects’ expected useful life. In the case where a project has entered into a long-term site lease or leases, these rights are typically for a period of 20-25 years with further extension rights available at the project’s discretion. The leases give our projects the right to develop, construct, and operate a facility for the duration of the lease in exchange for a lease payment typically structured as a fixed payment escalating either at a set rate or indexed to inflation. The leases often contain additional easement rights allowing for the construction of distribution or transmission lines to interconnect the project. In some cases the projects may enter into interconnection easement leases separate from the site lease. Leases typically include provisions insuring that the landowner does not interfere with the operation of the project, as well as provisions for decommissioning the project once it ceases to operate.

In each of the regions in which we operate, our projects have entered into interconnection agreements with the necessary utilities, distribution companies, independent system operators or electricity suppliers required to interconnect the project to the distribution or transmission system. These interconnection agreements define the cost to the project of interconnecting to the grid which could include interconnection facilities at the point-of-interconnection as well as other regional system upgrades required to maintain system reliability. In addition, these agreements set forth the interconnection construction schedule as well as any ongoing requirements the project must maintain in order to remain interconnected to the grid.

The projects in our Initial Portfolio are currently owned by the Founding Companies and will be acquired by us in the Acquisitions. For information about the Founding Companies, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the audited financial statements contained elsewhere in this prospectus.

Overview. Bradenstoke is a 70.4 MW solar generation facility located in a rural area near Chippenham, Wiltshire, UK, which is expected to reach commercial operations in the third quarter 2015. Bradenstoke holds an option for a 30-year lease on a site that exceeds 213 acres. The facility will interconnect through a private wire off-grid solution via a 132 kV line constructed to connect the project to the SSE network.

ROC Contract. We expect Bradenstoke will qualify for the U.K. government mandated 20-year price for ROCs adjusted annually for inflation. Based on existing ROC projects, we would expect Bradenstoke to sign a PPA to sell 100% of its ROC and energy output to a U.K. energy supplier. In addition to the ROC price, we would expect the PPA terms to include more than 90% of the spot market price for power, which may fluctuate from time to time, and more than 80% of the U.K. government determined LEC price. We are seeking to obtain fixed price terms for a three to five year period.

Equipment. The facility will utilize polycrystalline modules manufactured by Jinko Solar, Hareon Solar, and Canadian Solar, as well as inverters manufactured by Power Electronics. The module manufacturers all offer a 25-year limited power output warranty, which provide protections associated with equipment nonperformance, requiring the manufacturer to repair or replace the applicable module or provide a supplemental module at its own expense. In addition, each of the manufacturers also provides a 10-year defect warranty. Inverters are subject to a base five-year initial warranty and a five year warranty extension can also be purchased from Power Electronics.

Overview. Owl’s Hatch is a 51.9 MW solar generation facility located in a rural area near Herne Bay, Kent, U.K., which became commercially operational in the first quarter of 2015. The facility will be located on a site that totals about 220 acres, which Owl’s Hatch has an option to lease under a 26-year lease arrangement with an additional option to extend for 15 years. The facility will interconnect via an underground 132 kV cable constructed to connect the project to the U.K. Power Networks (Distribution) plc. (“U.K. Power”) 132 kV network.

ROC Contract. We expect Owl’s Hatch will qualify for the U.K. government mandated 20-year price for ROCs adjusted annually for inflation. Based on existing ROC projects, we would expect Owl’s Hatch to sign a PPA to sell 100% of its ROC and energy output to a U.K. energy supplier. In addition to the ROC price, we would expect the PPA terms to include more than 90% of the spot market price for power and more than 80% of the U.K. government determined LEC price.

Equipment. The facility will utilize polycrystalline modules manufactured by Hareon as well as inverters manufactured by SMA. The module manufacturer offers a 25-year limited power output warranty, which provides protections associated with equipment nonperformance, requiring the manufacturer to repair or replace the applicable module or provide a supplemental module at its own expense. In addition, Hareon also provides a 10-year defect warranty. Inverters are subject to a base five-year initial warranty and a five-year warranty extension can also be purchased from SMA.

Overview. Hadlow is a 18.92 MW solar generation facility located in a rural area near Hadlow, Kent, U.K., which became commercially operational in the first quarter of 2015. Hadlow holds an option for a 26-year lease with an additional option to extend for 15 years on a site that exceeds 62 acres. The facility will interconnect via an overhead 33 kV distribution line constructed to connect the project to the South Eastern Power Networks Plc 33 kV network.

ROC Contract. Based on existing ROC projects, we would expect Hadlow to sign a PPA to sell 100% of its ROC and energy output to a U.K. energy supplier. In addition to the ROC price, we would expect the PPA terms to include more than 90% of the spot market price for power and more than 80% of the U.K. government determined LEC price.

warranty, which provides protections associated with equipment nonperformance, requiring the manufacturer to repair or replace the applicable module or provide a supplemental module at its own expense. In addition, Jinko Solar also provides a 10-year defect warranty. Inverters are subject to a base five-year initial warranty and a five-year warranty extension can also be purchased from Gamesa Electric.

Overview. North Farm is a 11.53 MW solar generation facility located in a rural area near Spetisbury, Dorset, U.K., which became commercially operational in the first quarter 2015. North Farm holds an option for a 25-year lease with an additional option to extend for 15 years on a site that exceeds 35 acres. The facility will interconnect via an overhead 33 kV distribution line constructed to connect the project to the SSE 33 kV network.

ROC Contract. We expect North Farm will qualify for the U.K. government mandated 20-year price for ROCs adjusted annually for inflation. Based on existing ROC projects, we would expect North Farm to sign a PPA to sell 100% of its ROC and energy output to a U.K. energy supplier. In addition to the ROC price, we would expect the PPA terms to include more than 90% of the spot market price for power and more than 80% of the U.K. government determined LEC price.

Equipment. The facility will utilize polycrystalline modules manufactured by Jinko Solar as well as inverters manufactured by Gamesa Electric. The module manufacturer offers a 25-year limited power output warranty, which provides protections associated with equipment nonperformance, requiring the manufacturer to repair or replace the applicable module or provide a supplemental module at its own expense. In addition, Jinko Solar also provides a 10-year defect warranty. Inverters are subject to a base five-year initial warranty and a five-year warranty extension can also be purchased from Gamesa Electric.

Overview. Southfield Farm is a 9.23 MW solar generation facility located in a rural area near Bridgehampton, Somerset, U.K., which is expected to reach commercial operations in the third quarter 2015. Southfield Farm holds an option for a 26-year lease with an additional option to extend for 15 years on a site of 70 acres. The facility will interconnect via an overhead 33 kV distribution line constructed to connect the project to the SSE Power Distribution Plc (“SSE”) 33 kV network.

ROC Contract. Southfield Farm has already met the requirements for the grace period that will extend beyond March 31, 2015 to achieve COD. Based on existing ROC projects, we would expect Southfield Farm to sign a PPA to sell 100% of its ROC and energy output to a U.K. energy supplier. In addition to the ROC price, we would expect the PPA terms to include more than 90% of the spot market price for power and more than 80% of the U.K. government determined LEC price.

Equipment. This project is currently sourcing and negotiating supply contracts for major equipment which we expect to be with the same or similar vendors and on substantially similar terms as our other U.K. solar projects.

Overview. Bake Farm is a 5.0 MW solar generation facility located in a rural area near Salisbury, Wiltshire, U.K., which is expected to reach commercial operations in the third quarter of 2015. The facility will be located on a site that totals about 18 acres, which Bake Farm has optioned to lease under 25-year lease arrangements. The facility will interconnect via an overhead 33kV distribution line constructed to connect the project to the SSE network.

FIT Contract. Bake Farm will qualify for a U.K. government mandated 20-year price for FIT payments adjusted annually for inflation. Based on existing FIT projects, we would expect Bake Farm to sign a PPA to sell

100% of its renewable and energy output to a U.K. energy supplier. In addition to the renewable price, we would expect the PPA terms to include more than 90% of the spot market price for power and more than 80% of the U.K. government determined LEC price.

Overview. Newlands is an 5.00 MW solar generation facility located in a rural area near Chickerell, Weymouth, U.K., which is expected to reach commercial operations in the third quarter of 2015. Newlands holds an option for a 25-year lease with an addition option to extend for 15 years on a site that totals about 18 acres. The facility will interconnect via an overhead 33 kV distribution line constructed to connect the project to the SSE 33 kV network.

FIT Contract. Newlands will qualify for U.K. government mandated 20-year FIT payments for electricity adjusted annually for inflation. Based on existing FIT projects, we would expect Newlands to sign a PPA to sell 100% of its renewable and commodity output to a U.K. energy supplier. In addition to the renewable price, we would expect the PPA terms to include more than 90% of the spot market price for power and at least 80% of the U.K. government determined LEC price.

Equipment. This project is currently sourcing and negotiating supply contracts for major equipment which we expect to be with the same or similar vendors and on substantially similar terms as our other U.K. solar projects.

Overview. Crowpitts is a 4.9 MW solar generation facility located in a rural area near Sidmouth, Devon, U.K., which is expected to reach commercial operations in the third quarter of 2015. The facility will be located on a site that totals about 61 acres, which Crowpitts has optioned to lease under 26-year lease arrangements with an additional option to extend for 15-years. The facility will interconnect via an overhead 33kV distribution line constructed to connect the project to the WPD network.

FIT Contract. Crowpitts will qualify for a U.K. government mandated 20-year price for FIT payments adjusted annually for inflation. Based on existing FIT projects, we would expect Crowpitts to sign a PPA to sell 100% of its renewable and energy output to a U.K. energy supplier. In addition to the renewable price, we would expect the PPA terms to include more than 90% of the spot market price for power and more than 80% of the U.K. government determined LEC price.

Equipment. Crowpitts is currently sourcing and negotiating supply contracts for major equipment which we expect to be with the same or similar vendors and on substantially similar terms as our other U.K. solar projects.

Overview. North Carolina is composed of six solar generation facilities totalling 5.16 MW located in eastern North Carolina, all of which commenced operations in December 2011. The facilities are located on six sites totaling approximately 40 acres, which are leased by the project under a 10-year lease arrangement, each with an option to extend the lease for 10 years at the project’s discretion. Each facility is interconnected on-site to the distribution grid.

PPA. The North Carolina facilities sell 100% of their power and environmental attributes (such as credits, benefits and emission reductions) to the Tennessee Valley Authority (“TVA”) through 20-year net-metering

PPAs that expire in 2031. The PPAs price power at the applicable TVA retail rate for the 20-year term and contain a fixed REC price for years 1-10.

Equipment. The facilities utilize polycrystalline modules manufactured by Suntech Power Holdings Co., Ltd., as well as inverters manufactured by Advanced Energy Industries. The module manufacturer offers a 25-year limited power output warranty, which provides protections associated with equipment nonperformance, requiring the manufacturer to repair or replace the applicable module or provide a supplemental module at its own expense. In addition, the modules are protected by a 10-year defect warranty. Inverters are protected by a five-year warranty.

Project-Level Financing. North Carolina is financed with an $8.9 million project-level term loan that will mature in 2024. The term loan will accrue interest at 6.5% annually in years one through seven, 6.75% annually in years eight through ten, and is subject to an amortization schedule with interest and principal amounts paid quarterly. The term loan is secured by the project and also guaranteed by us.

In addition, North Carolina monetized the available North Carolina State Tax Credit via a $7.1 million state tax credit equity financing which closed in December 2011, with Redstone Renewable Energy Fund LLC (“Redstone”) as the tax equity counterparty. Redstone receives 99% of the state and federal tax benefits generated by the facility and a preferred dividend of $180,000 per year until the earlier of January 1, 2017 or the date at which Redstone achieves a 25.73% IRR.

Overview. Massachusetts 1 is a 4.36 MW solar generation facility located in eastern Massachusetts, which commenced operations in May 2014. The facility is located on a site that totals approximately 34 acres, which is leased by the project under a 20-year lease arrangement with 15 years of extension rights at the project’s discretion. The facility is interconnected via a 25 kV distribution line constructed to connect the project to the network.

PPAs. Massachusetts 1 sells 100% of its output, not including environmental attributes (such as credits, benefits and emissions reductions), to the Town of Sandwich through a 20-year net-metering PPA. The PPA prices power at the higher of either a certain percentage of Sandwich’s retail rates or a floor price. In addition, Massachusetts 1 sells 100% of its environmental attributes (such as credits, benefits and emissions reductions) in years 1-10 through a 10-year REC PPA expiring in 2023 with XE MA REC AV, LLC, an Xzerta Energy company, which is in turn a division of Auriga Holdings, LLC. The REC PPA contains a fixed price for the term of the PPA. To backstop payments under the contract, the buyer has posted collateral and Auriga Holdings, LLC has provided a parent guarantee.

Equipment. The facility utilizes polycrystalline modules manufactured by both Trina and Jinko Solar as well as inverters manufactured by Advanced Energy Industries. Both module manufacturers offer a 25-year limited power output warranty, which provides protections associated with equipment nonperformance, requiring the manufacturer to repair or replace the applicable module or provide a supplemental module at its own expense. In addition, the modules are protected by a 10-year defect warranty. Inverters are protected by a 10-year warranty.

Project-Level Financing. Massachusetts 1 is financed by a project-level term loan divided into two tranches, the Term Loan, and the SREC Term Loan. The Term Loan is in the amount of $5.2 million, matures on July 3, 2021 and accrues interest at a rate of 7% per year through July 3, 2020, after which the rate is 7.25% per year. The SREC Term Loan is in the amount of $5.6 million and matures on July 3, 2021 and accrues interest at a rate of 7.75% per year through July 3, 2020, after which the rate is 8% per year. As of December 31, 2014, the outstanding balance of the Section 1603 Term Loan was $2.1 million and the full amounts remained outstanding on the remainder of the loans. The loan is subject to an amortization schedule with interest and principal amounts

paid quarterly. The loan is secured by Massachusetts 1, and New Mexico 2, and is expected to be guaranteed by us. The project has received its 1603 Cash Grant refund.

Overview. Massachusetts 2 is a 3.80 MW solar generation facility located in northern Massachusetts, which commenced operations in June 2014. The facility is located on a site that totals about 26 acres, which are leased by the project under a 20-year lease arrangement. The facility is interconnected via an overhead 13.8 kV distribution line constructed to connect the project to the network.

PPAs. Massachusetts 2 sells 100% of its output, not including environmental attributes (such as credits, benefits and emissions reductions), to the Massachusetts Development Finance Agency through a 20-year PPA. In addition, Massachusetts 2 sells 100% of its environmental attributes (such as credits, benefits and emissions reductions) in years 1-10 through a 9.5-year REC PPA expiring in 2021 with Devens SREC Funding, LLC. The REC PPA contains a fixed price for the term of the PPA. To backstop payments under the contract, the buyer has posted collateral and also insured the first seven years of payment with International Company of Hanover, Plc.

Equipment. The facility utilizes polycrystalline modules manufactured by both Trina Solar and Jinko Solar as well as inverters manufactured by Advanced Energy Industries. Both module manufacturers offer a 25-year limited power output warranty, which provides protections associated with equipment nonperformance, requiring the manufacturer to repair or replace the applicable module or provide a supplemental module at its own expense. In addition, the modules are protected by a 10-year defect warranty. Inverters are protected by a 10-year warranty.

Project-Level Financing. Massachusetts 2 is financed by a project-level term loan totaling $8 million. The loan is divided into two tranches, the Term Loan and the SREC Term Loan. The Term Loan is in the amount of $2.7 million, matures on October 16, 2021 and accrues interest at a rate of 6.25% per year through October 16, 2020, after which the rate is 6.5% per year. The SREC Term Loan is in the amount of $5.3 million and matures on October 16, 2021 and accrues interest at a rate of 7% per year through October 16, 2020, after which the rate is 7.25% per year. The loan is subject to an amortization schedule with interest and principal amounts paid quarterly. The loan is secured by Massachusetts 2, New Mexico 1, and also is expected to be guaranteed by us. The project has received its 1603 Cash Grant refund.

Overview. New Mexico 1 is a group of solar PV projects totaling 2.88 MW comprised of three distinct projects located at 16 different physical sites near Roswell in Chaves County, New Mexico. The projects commenced operations in January 2011 and are located on multiple sites totaling approximately 20 acres. The sites are leased from three landowners under 10-year leases expiring in 2021 with an option to extend another 10 years at our sole discretion.

PPA. New Mexico 1 sells 100% of the electricity generated to Southwestern Public Service Co. (“SPS”), a subsidiary of Xcel Energy, and the site owners, through 10-year net metering power agreements and ground lease agreements with the site owners. The agreements price power sold to each site owner at their standard SPS rates. Power not used by the landowners is sold to SPS at SPS’ Tariff Rate No. 4 for Qualifying Facilities, which is currently based on real-time prices in the Southwest Power Pool (“SPP”). The majority of the facility’s generation is sold directly to SPS. In addition, the agreements contain a fixed price for RECs which are sold directly to SPS and which comprise the majority of total revenues. After year 10, the site lease may be extended at our sole discretion, allowing the facility to sell net-metered power to the hosts and SPS for an additional 10 years. During the lease extension period, we are not expecting further REC sales.

Equipment. The facilities utilize photovoltaic solar power modules manufactured by REC ScanModule AB and inverters manufactured by SatCon Technology Corp. (“Satcon”). The modules are subject to a 10-year

minimum output warranty that provides protections associated with production, defects, workmanship, safety and operation, requiring REC ScanModule AB to repair the product, replace it or refund it at market price.

Project-Level Financing. New Mexico 1 is financed by a project-level term loan totaling $6.2 million of which $5.4 million remained outstanding as of December 31, 2014. The loan matures on February 12, 2018 and accrues interest at a rate of 8% per year. The term loan is subject to an amortization schedule with interest and principal amounts paid quarterly. The loan is secured by New Mexico 1, New Mexico 2, and also expected to be guaranteed by us.

New Mexico 1 has also issued two subordinated notes totaling $1.3 million as of December 31, 2014 due to Hunt, the EPC provider, and Sunrise Energy Ventures, the initial developer of the project. Both notes accrue interest at 9% and have a five-year amortization schedule with interest and principal amounts paid annually. The Hunt Note matures on September 1, 2018, and the Sunrise Note on September 1, 2018. The notes are expected to be guaranteed by us.

Overview. New Mexico 2 is a 2.50 MW solar PV project near Roswell in Chaves County, New Mexico. The project commenced operations in June 2013 and is located on a single tract containing approximately 20 acres. The site is leased from the City of Roswell under a 10-year lease with an option to extend another 10 years at our sole discretion.

PPA. New Mexico 2 sells 100% of the electricity generated to Southwestern Public Service Co., a subsidiary of SPS, and the City of Roswell, through 10-year net metering power sales agreements and a ground lease agreement with the City of Roswell. The agreements price power sold to Roswell at SPS Tariff Rate No. 4 for Qualifying Facilities, which is currently based on real-time prices in SPP. Power not used by Roswell is sold to SPS under the same rate structure. The majority of the facility’s generation is sold to SPS. In addition, the agreements contain a fixed price for RECs which are sold directly to SPS and which comprise the majority of total revenues. After year 10, the site lease may be extended at our sole discretion, allowing the facility to sell net-metered power to the host and SPS for an additional 10 years. During the lease extension period, we are not expecting further REC sales.

Equipment. The facility utilizes photovoltaic solar power modules manufactured by REC Modules Ptc Ltd. (“REC Solar”) and Renesola Jiangsu Ltd. (“Renesola”) and inverters manufactured by Solectria Renewables LLC (“Solectria”). The modules are subject to a 10-year minimum output warranty that provides protections associated with production, defects, workmanship, safety and operation, requiring REC Solar and Renesola to repair the product, replace it or refund it at market price. Inverters are subject to a five year warranty with an additional five-year extension purchased from Solectria that provides protections associated with defects and workmanship requiring Solectria to repair or replace the product.

Project-Level Financing. New Mexico 2 is financed by a project-level term loan totaling $6.2 million of which $5.8 million remained outstanding as of December 31, 2014. The loan matures on August 23, 2018 and accrues interest at a rate of 8% per year. The term loan is subject to an amortization schedule with interest and principal amounts paid quarterly. The term loan is secured by New Mexico 1 and New Mexico 2 and also expected to be guaranteed by us.

Set forth below is an overview of our biomass projects. Such projects are owned by Global, one of our Founding Companies, or its affiliates.

Most of the biomass energy facilities in California were built in the 1980s or early 1990s, after PURPA began requiring utilities to purchase power provided by qualifying IPPs at relatively attractive rates. One

provision of PURPA was a requirement to increase use of energy from cogeneration facilities that produce electricity and steam. This led to a boom in the construction of new biomass conversion and cogeneration facilities. However, changes in California’s regulatory policies starting in 1994 resulted in a decrease in the market prices and financial incentives available for biomass conversion facilities, leading to a shutdown or conversion (to natural gas-fired designs) of many of these facilities. Renewed financial incentives and regulations from local and federal government sources (such as the Archaeological Resources Protection Act of 1979), heightened energy security concerns and better technologies led to a resurgence in new and refurbished biomass facilities in California.

Overview. Chowchilla Biomass Facility (“Chowchilla”) is a 12.5 MW biomass electricity generating plant located on a 12.5-acre site in Madera County, in the Central Valley of California pursuant to a 16-year lease. Originally constructed and commissioned in February 1990 and operated for a period of five years, the plant was shut-down in 1995 and put into long-term storage. It was refurbished, restarted and placed in service in August 2011. Its sister plant, El Nido Biomass Facility (“El Nido”), is also located in Madera County and is almost identical to Chowchilla.

PPA. All energy, capacity and environmental attributes (such as credits, benefits and emissions reductions) from Chowchilla are sold to Pacific Gas and Electric Co. (“PG&E”) based on a bundled energy rate pursuant to a PPA that expires in 2031. The agreement is a 20-year off-take agreement for up to 11.25 MW of net capacity and energy.

Operations and Maintenance. Deltaway Operation Services, LLC (“Deltaway”) took over the operations and ongoing maintenance of both Chowchilla and El Nido in February 2013 under an O&M agreement that runs through 2023, with automatic two-year renewal extensions. Deltaway specializes in biomass and waste to energy facilities, has provided services to 30 power plants worldwide and has a track record of improving operations at biomass and waste-to-energy facilities. Deltaway has sole authority, control and responsibility for site personnel, all of whom are considered employees of Deltaway. The scope of services under the Deltaway contract also includes management of facility resources, capital modifications and improvements recommendations, budget, cost control, procurement, performance monitoring and maintenance optimization.

Fuel Supply. The fuel supply for Chowchilla and El Nido is a mix of agricultural and urban wood waste. Urban wood waste typically contains clean waste wood and debris from construction and demolition, dunnage, scrap lumber, pallets, millwork residue, stumps, tree trimmings, and other manufacturing waste. Agricultural fuel is sourced locally from orchards and other agricultural waste sources, and includes whole tree or orchard removal, annual prunings from fruit and nut trees, as well as nut shells and fruit pits obtained from food processers, which meet specifications for minimum size and maximum limits on moisture content and ash. Chowchilla and El Nido have entered into multiple one-year and short-term fuel purchase agreements covering the majority of their fuel requirements. The fuel supply agreements are fixed-price with provisions for penalties for excessive ash or moisture content and price adjustments for sizing and heat values. Over the past year, 87% of the two plants’ supply needs were secured by contracts, with 58% of those needs coming from three suppliers. Additionally, California has enacted legislation to promote additional diversion of materials from landfills including AB341 (enacted in 2014), targeting 75% recycling, composting and diversion by 2020. As of 2011, other than Chowchilla and El Nido, there were 23 biomass electric generation facilities in California. The total combined capacity of these plants is approximately 562 MW.

Project-Level Financing. Chowchilla and El Nido were acquired free of any debt. They are required to post and maintain a letter of credit under their PPAs with PG&E in the amount of $4.5 million. Construction and refurbishment of the plants was financed by the previous owner.

Overview. El Nido is a 12.5 MW biomass electricity generating plant located on a 76-acre site in Madera County in the Central Valley of California. The site is owned by the project. Originally constructed and

commissioned in October 1988 and operated for a period of seven years, the plant was shut-down in 1995 and put into long-term storage. It was refurbished, restarted and placed in service in August 2011.

PPA. All energy, capacity and green attributes from El Nido are sold to PG&E based on a bundled energy rate pursuant to a PPA that expires in 2031. The agreement is a 20-year off-take agreement for up to 11.25 MW of net capacity and energy.

Operations and Maintenance. See discussion under “—Chowchilla—Operations and Maintenance.”

Overview. The CWE Portfolio consists of 74 small wind project sites totaling 8.8 MW located in the U.K. with an average project size of 120 kW. Each site utilizes one or two turbines that supply electricity to the local distribution grid and receive FIT payments. The CWE Portfolio has 52 projects in operation totaling 5.8 MW, with the earliest commissioned in March 2012. An additional two sites totaling 0.63 MW are in construction with anticipated COD dates in Q3 2015. The remaining 20 projects have planning consents secured (with the exception of one project) and anticipated commercial operation by Q4 2015. Site control for most sites is secured under a 20- to 30-year lease arrangement, with five or 10-year renewal terms at the project owner’s discretion. Each facility is or will be interconnected on-site to the distribution grid or to the land owner’s electric supply connection point.

FIT Contracts. Each project has received or will be eligible to receive FIT accreditation from Ofgem, which provides a 20-year guaranteed payment stream to each project.

Equipment. The projects utilize distributed wind turbines with individual ratings between 50 kW and 500 kW manufactured by Northern Power Systems of Vermont, Endurance Wind of Canada and Enercon of Germany. The suppliers also provide EPC and O&M services for the projects in conjunction with standard two to five-year turbine and parts warranties under the supply agreements.

Overview. Huerfano Wind is an 8 MW wind generation facility located in a rural area in Huerfano County, Colorado, which commenced operations in October 2013. The facility is located on a site that totals approximately 50 acres, which are leased by Huerfano under a 30-year lease arrangement. The facility is interconnected to the 69 kV bus of the adjacent Huerfano Substation owned by San Isabel Electric Association, Inc. (“SIEA”). The facility is owned by TTCP Energy Finance Fund II, LLC, one of our Founding Companies.

PPA. Huerfano sells 100% of its power and environmental attributes (such as credits, benefits and emissions reductions) to SIEA pursuant to a 25-year PPA. Revenues consist of a fixed payment based on actual energy production and escalate over the life of the agreement. The PPA contains an energy cap that we believe is sufficiently high so as not to significantly impact the plant’s P50 production in the future and has not impacted energy sales to SIEA since the plant began operations.

Equipment. Huerfano was designed, engineered, constructed and commissioned pursuant to an EPC agreement with Ralls Corporation (“Ralls”), a U.S. subsidiary of Sany Heavy Industry, Co., Ltd. (“Sany”), and subcontracted to Wanzek Construction, Inc. The facility utilizes 2 MW wind turbines manufactured by Sany and purchased directly from Ralls. The turbine warranty and guarantee are provided by Ralls and backstopped by a parent guarantee from Sany. The turbines are subject to a five-year parts and defect warranty in which repairs must be made at Ralls’ expense.

Operations & Maintenance. During the five-year warranty period, Ralls will provide day-to-day operations and maintenance services. Pursuant to the terms of the agreement, Huerfano is not charged a fee for the first two years of O&M services. For the remaining three years, Ralls will be paid a fixed annual fee.

Overview. The Muirden Portfolio consists of two small wind project sites, Leylodge and South Nittanshead, with a combined capacity of 900kw located in Scotland, UK. Each site utilizes two turbines that are supplying or will supply electricity to the local distribution grid and receive FIT payments. Leylodge is operational, while South Nittanshead is expected to be operational by September 2015. Site control is secured by 25 year leases and each facility is connected on-site to the local distribution grid operated by Scottish Hydro Electric Power Distribution Ltd.

FIT Contracts. Each project has received or will be eligible to receive FIT accreditation from OFGEM, which will provide a 20 year guaranteed income stream for each project.

Equipment. The projects utilize wind turbines with individual ratings of 225kW manufactured by Wind Technik Nord (“WTN”). WTN and RM Energy, who is WTN’s UK Distributor, provide O&M services for the projects in conjunction with standard five year turbine and parts warranties under the supply agreements.

Overview. The Mosscliff Wind portfolio consists of four small wind project sites totaling 575 kW located in England and Scotland, U.K. The sites are South Uplaw (250 kW), Polkanuggo (225 kW), Ridings (50 kW) and Thurlibeer (50 kW). Each site utilizes one turbine that supplies electricity to the local distribution grid and receives or is eligible to receive FIT payments for 20 years. Ridings and Thurlibeer are in operation, and South Uplaw and Polkanuggo have all consents and are anticipated to come online by late January 2015. Site control for all sites is secured under lease arrangements ranging from 24 to 50 years, with renewal solely upon mutual agreement at term’s end. Each facility is or will be interconnected on-site to the distribution grid with either SP Power Networks or WPD (Southwest) plc.

FIT Contracts. Each project has received or will be eligible to receive FIT accreditation from Ofgem.

Equipment. The projects utilize distributed wind turbines with individual ratings between 50 kW and 250 kW manufactured by Endurance Wind of Canada, Wind Technik of Germany and Vestas of Denmark. The suppliers also provide EPC and O&M services for the projects in conjunction with standard five-year turbine and parts warranties under the supply agreements.

U.S. federal, state and local governments have established various incentives to support the development of renewable energy. These incentives include accelerated tax depreciation, ITCs, PTCs, and cash grants, well as mandates that regulated retail electric utilities procure a specified percentage of total delivered electricity from eligible renewable generation resources. These incentives help catalyze private sector investments in renewable generation. Our projects have benefited from these government incentives, which we believe improve and enhance our cash returns.

In the U.K., the RO and FIT programs have been the primary support mechanism to date (with the CFD program to be introduced as part of the EMR). It places an obligation on energy suppliers to source a growing proportion of the electricity they supply to customers from eligible renewable sources. The EU and U.K. targets for reducing carbon emissions require investment in low carbon electricity generation and compared to other EU Member States, the U.K. generates a relatively low proportion of electricity from renewable sources.

In the U.K., the national government develops policy and regulates the renewable energy sector (both wind and solar). In addition, the national government regulates wholesale electricity markets and matters related to the cost of, and access, to transmission infrastructure.

There are three primary bodies which are responsible for the activities outlined above:

Electric power sales and markets in the United States are subject to regulation at both the federal and state levels. Federal law provides for the exclusive jurisdiction over the sale of electricity at wholesale (that is, for resale in interstate commerce) and the transmission of electricity in interstate commerce, and for the regulation of mergers, acquisitions, financings, and wholesale and transmission power markets. State regulators regulate the rates that retail utilities can charge and the terms under which they serve retail (end-use) electric and gas customers. State regulators review individual utilities’ electricity supply requirements and have oversight over the ability of public utilities to pass through to their ratepayers the costs associated with power purchases from independent generators. Federal regulatory filings are required for renewable energy projects in the United States that sell energy at wholesale. Even when a particular energy business is subject to federal energy regulation, state and local approvals (such as siting and permitting approvals) are often required. In addition, federal regulators specify the facilities location, operating characteristics, and rates and terms applicable to natural gas transportation, while state regulators specify the facilities location, operating characteristics, and rates and terms

applicable to local natural gas distribution and retail, or end-use, sales. Federal law also designated the FERC as the regulator of gas pipeline rights-of-way and hydropower dam safety and operation.

The FERC regulates the sale of electricity at wholesale (any sale for resale is a “wholesale” sale) and the transmission of electricity pursuant to its regulatory authority under the FPA. Non-governmental entities that engage in wholesale sales or transmission activities, or that control physical facilities or contracts under which those businesses are performed, are subject to FERC jurisdiction, and any such entity is a “public utility” under the FPA. As discussed above in “Notice to Investors,” FERC also regulates the transfer and sale of public utilities and direct and indirect voting interests in public utilities. FERC also regulates certain gas transportation and storage facilities, and regulates the rates and terms of gas transportation, in interstate commerce under the Natural Gas Act and the Natural Gas Policy Act.

With respect to electric transmission and sales, FERC’s jurisdiction includes, among other things, authority over the rates, charges and other terms for the sale of electricity at wholesale by public utilities (entities that own or operate projects subject to FERC jurisdiction) and for transmission services. In most cases, FERC does not set specific rates for the sale of electricity at wholesale by generating companies (such as our project companies) that qualify for MBR authority, enabling companies to price based upon negotiated rates reflecting market conditions. In order to be eligible for MBR authority, and to maintain exemptions from certain FERC regulations, our projects must request market based rate authorization from FERC. With respect to its regulation of the transmission of electricity, FERC requires transmission providers to provide open access transmission services, which supports the development of non-utility power generators and competitive power markets by assuring non-discriminatory access of non-utility generators to the transmission grid. FERC has also encouraged the formation of ISOs and RTOs to govern access to transmission services and to operate wholesale markets administered by ISOs/RTOs within geographic markets permitted by FERC.

In 2005, the U.S. federal government enacted EPACT 2005 conferring new authority for FERC to act to limit wholesale market power if required and strengthening FERC’s criminal and civil penalty authority (including the power to assess fines of up to $1 million per day per violation), and adding certain disclosure requirements. EPACT 2005 also directed FERC to develop regulations to promote the development of transmission infrastructure, which provides incentives for transmitting utilities to serve renewable energy projects and expanded and extended the availability of U.S. federal tax credits to a variety of renewable energy technologies, including wind power. EPAct 2005’s market conduct, penalty and enforcement provisions also apply to fraud and certain other misconduct in the gas sector.

In addition, the PUHCA provides FERC and state regulatory commissions with access to the books and records of holding companies and other companies in holding company systems, and it also provides for the review of certain costs. Companies that are holding companies under PUHCA solely with respect to one or more exempt wholesale generators, “qualifying facilities” or foreign utilities are exempt from these PUHCA books and records requirements.

Qualifying Small Power Producers. QFs are generating facilities that meet requirements established by FERC under PURPA and make filings with FERC to establish their QF status. Some QFs cogenerate electricity together with thermal energy. A cogeneration QF must produce a certain portion of its total energy output in the form of thermal energy that is used for a commercial purpose, and its fossil fuel input must be in a certain proportion to its electrical and thermal output. A small power QF must satisfy FERC requirements relating to facility size and fuel use, and proximity to other affiliated power facilities that use the same type of fuel. All of our current electric generating facilities are small power QFs.

PURPA requires utilities in some regions of the United States and permits utilities in other regions to purchase the electric output of QFs at negotiated rates or rates up to the incremental or “avoided” cost that the utility would

have incurred if it produced the electricity itself or purchased it from another source. State public utility commissions must approve the rates and, in some instances, other contract terms under which utilities purchase electricity from QFs. Since the enactment of the EPACT 2005, many utilities have been prospectively excused from PURPA’s “must-buy” requirements. State public utility commissions are responsible for determining the avoided cost rates for utilities subject to their jurisdiction, although QFs and utilities may negotiate outside of this framework. Some state public utility commissions require utilities to file their agreements under which utilities purchase electricity from QFs. Many QFs also make other sales of power, subject to FERC regulation. Under PURPA and FERC’s implementing regulations, QFs also are entitled to limited exemptions from the FPA, PUHCA and state utility regulation, but PURPA and FERC’s implementing regulations do not override state laws that can limit retail power sales to utilities holding franchises under state law.

Market-Based Rates. No person may sell wholesale electricity absent express, prior permission or exemption from FERC under the FPA, apart from certain governmental entities and governmentally-funded electric cooperatives. When a person or business (such as a generator or power marketer) wishes to sell wholesale electricity at any rate other than at traditional, FERC-approved cost-based rates, the person or business must apply to FERC for MBR authority prior to engaging in FERC-regulated power sales. Only some limited power sales from QFs smaller than 20 MW are immune from this requirement (including all of our currently-owned and operational U.S. electric generating facilities).

A person or business applying for MBR authority must demonstrate to FERC that it does not possess market power, as defined by FERC. Market power can exist by virtue of an MBR applicant being affiliated with 20% or more of the uncommitted generating capacity in its market or any adjacent market, or being a “pivotal” supplier affiliated with a greater quantity of generating capacity than the FERC-defined shortage or surplus of power in that market or any adjacent market. MBR authority is not a permanent award—an MBR-holding entity must continue to satisfy FERC market power caps, must make ongoing, public reports to FERC concerning all of its power sales, and is subject to FERC regulation of all of its direct and indirect mergers, acquisitions, divestitures and changes in control. An entity that holds MBR authority—like all other persons that engage in FERC-regulated activities—must comply with FERC prohibitions of market manipulation, fraud, and misconduct under power sales tariffs that are subject to FERC jurisdiction under the EP Act. At present, the power sales activities conducted by our U.S. electric generation subsidiaries do not require MBR authority. However, in the future, FERC could expand its MBR requirements, and separately we could acquire larger and/or non-QF generating assets that are required to obtain and hold MBR authority.

While federal law provides the utility regulatory framework for our sales of electricity at wholesale in interstate commerce, there are also important areas in which state regulatory control over traditional public utilities that fall under state jurisdiction may have an effect on our U.S. projects. For example, the regulated electric utility buyers of electricity from QFs are often required to seek state public utility commission approval for the pass through in retail rates of costs associated with PPAs entered into with a wholesale seller. Certain states, such as New York, regulate the acquisition, divestiture, and transfer of some wholesale power projects and financing activities by the owners of such projects. California, which is one of our markets, requires compliance with certain operations, electrical output, thermal energy sales, and maintenance reporting requirements for some wholesale generators including QFs. In addition, states and other local agencies require a variety of environmental and other permits, licenses and approvals.

State law governs whether an entity is allowed to sell retail electricity in that state, and whether gas can be sold by an entity other than a traditional, state-franchised gas utility. Some states, such as Florida, prohibit most sales of retail electricity except by the state’s franchised utilities. In other states, such as New Jersey and Pennsylvania, an independent generator may sometimes sell retail electric power to a co-located or adjacent business customer, and a gas supplier can sometimes make on-premises or adjacent-premises gas deliveries to a single plant or customer. Some states, such as Massachusetts and New York, permit retail power and gas

marketers to use the facilities of the state’s franchised utilities to sell power and/or gas to retail customers as competitors of the utilities.

The bulk electric transmission system and the electricity markets in several geographic regions of the United States are operated by FERC-regulated ISOs and RTOs. Each of the ISOs/RTOs established the market design, market rules, tariffs, cost allocations, and bidding rules to which its market participants are subject. There is also a separate ISO in an entirely intrastate market in a portion of Texas that is not directly subject to FERC economic, corporate, financial or rate regulation under the FPA, but is subject to FERC’s national electric reliability authority.

ISO/RTO market participants include traditional utilities that own transmission and distribution facilities and sell power to retail customers; transmission and distribution utilities within an ISO/RTO market turn control over their facilities over to the ISO/RTO. ISO/RTO market participants also include independent generating companies that produce and sell electricity to other market participants who in turn typically re-sell the electricity; municipal and cooperative utilities that distribute and sell electricity to customers in their service territories; power management businesses that engage in load-reduction and provide power management contract services; and power marketers that engage in power trading and re-sales from generation assets owned or operated by others.

Each ISO/RTO has a monopoly on the provision of transmission service over the facilities of the ISO/RTO’s member utilities that the ISO/RTO controls but does not own, and on the management of the wholesale power sales market that relies on the same utilities’ facilities. The ISOs/RTOs themselves develop and determine their own market rules, market clearing practices, pricing rules including floors and ceilings on electricity prices, and establish eligibility requirements for market participation. Bulk power transmission within the ISO/RTO regional markets is only available from the ISOs/RTOs and not from transmission-owning utilities. Even though our QFs hold partial immunity from some direct rate regulation by FERC, any of our QFs that sells wholesale electricity in an ISO/RTO market, or is interconnected to a utility located in an ISO/RTO geographic territory, is subject to the applicable ISO/RTO tariff and rules and to that ISO/RTO’s market pricing practices, which in each case set variable, real-time prices for energy that undergo changes based on that particular ISO/RTO’s market practices.

The regulations that are applicable to our current U.S. electric generation projects vary according to the type of energy being produced and the jurisdiction of the facility. As part of our growth strategy, we are looking to grow by pursuing development and acquisition opportunities. Such opportunities may exist in jurisdictions where we have no current operations and, as such, we may become exposed to different regulations for which we have no experience. Some states periodically revisit their regulation of electricity and gas sales. Other states, such as South Carolina and Florida, have adhered to traditional exclusive-franchise practices, and in these and other states most electricity and gas customers may receive retail service only from a utility that holds an exclusive geographic franchise to provide service at that customer’s location. In some states that have experienced energy price hikes or market volatility, such as New York and California, investments in expanding facilities or buying or building additional facilities may be subject to changing regulatory requirements that may encourage competitive market entry.

The volume of energy we generate and therefore the amount of cash flow we receive from our projects is affected by weather and seasonality. A significant portion of our solar projects’ annual output is produced from May through September, when solar resources tend to be most favorable. Our wind projects produce a significant

portion of their output from October through April, when wind resource tends to be most favorable. Contracted cash flow can also be impacted by PPAs that contain multipliers to incentivize output during periods characterized by high demand.

We operate in a capital-intensive industry that is currently highly fragmented and diverse, with numerous industry participants. We believe our primary competitors are investor-owned utilities, dividend-oriented investment vehicles, diversified energy IPPs, private equity funds, strategic investors and some solar and wind power companies or IPPs focused on renewable energy generation. We compete with these companies to acquire high quality projects with projected stable cash flows that can be built in a cost-effective manner, as well as for the related low-cost financing. Our projects compete on the basis of contract price and terms, as well as their location. There is a wide variation in terms of the capabilities, resources, scale and scope of our competitors, depending upon the particular fuel source or region. We believe, however, that our scale, purchasing power and relationships with global financial institutions and leading vendors of equipment and services required in the power generation industry provide us with competitive advantages. We also compete with other clean and renewable energy companies for the limited pool of personnel with requisite industry knowledge and experience.

Competitive conditions may also be substantially affected by various forms of energy legislation and regulation considered from time to time by federal, state, provincial and local legislatures and administrative agencies. Such laws and regulations may substantially increase the costs of acquiring, constructing and operating projects, and some of our competitors may be better able to adapt to and operate under such laws and regulations.

We sell or transfer our entire energy production and certain associated environmental attributes (such as credits, benefits, emission reductions and RECs) on a wholesale basis into various managed transmission systems subject to certain FIT Contracts, to investor-owned utilities, cooperatives, industrial companies and municipal owned entities under long-term PPAs and to provincial power agencies under RESOP Contracts and certain FIT Contracts.

Our operations are required to comply with various land use, environmental, health and safety laws and regulations in each of the jurisdictions in which we operate, including laws and regulations related to, among other matters, air and water quality and emissions, environmental impact studies, endangered, threatened and otherwise protected bird, bat and other animal and plant species and habitats, historic, archaeological, religious or cultural resources, noise, protection of human remains and the management, disposal, investigation and remediation of hazardous substances. We are also required to comply with local environmental and land use requirements, including county and municipal land use, zoning, building, water use, and transportation requirements, including obtaining special use or conditional use permits, demonstrating that the project is compatible with existing land uses and protects the natural and human environment, and/or implementing testing, modelling or mitigation measures. These existing and future laws and regulations may impact existing and new projects and require us to obtain and maintain permits and approvals, comply with all land use and environmental laws and regulations applicable within each jurisdiction and implement land use, environmental, health and safety programs and procedures to monitor and control risks associated with the construction, operation and decommissioning of regulated or permitted energy assets, all of which involve a significant investment of time and resources. Failure to obtain, maintain or comply with such requirements, licenses, permits or approvals could delay or suspend our operations or subject us to additional costs, fines or other sanctions.

In addition, renewable energy projects may be subject to federal, provincial, state, municipal, county, local or foreign environmental reviews, where a broad array of the project’s potential environmental impacts, such as

impacts on historic sites, aesthetics, air quality, wetlands and water resources, scenic areas, cultural, archaeological and paleontological resources, noise, endangered, threatened or otherwise protected bird, bat, other animal and plant species and communities, and human remains. Projects may be required to undergo an environmental impact assessment and/or statement (or the state equivalent) and submit such assessments and/or statements as part of their applications. An agency reviewing the project may require environmental mitigation measures to offset identified impacts, including commitment to ongoing monitoring or financial compensation as a condition of project approval. Such measures are often implemented during operations and may require significant costs, or compromise or even require temporary cessation or curtailment of operations under certain conditions.

We also incur costs in the ordinary course of business to comply with these laws, regulations and permit requirements. Land use, environmental, health and safety laws and regulations frequently change, and often become more stringent or subject to more stringent interpretation or enforcement. Such changes in land use, environmental, health and safety laws and regulations, or the interpretation or enforcement thereof, could require us to incur materially higher costs, or cause a costly interruption of operations due to delays in obtaining new or amended permits.

The failure of our operations to comply with land use, environmental, health and safety laws, regulations and permit requirements may result in administrative, civil and criminal penalties, imposition of investigatory, cleanup and site restoration costs and liens, denial or revocation of permits or other authorizations and issuance of injunctions to limit, suspend or cease operations. Merced Power, LLC (a subsidiary of Global) is a party to two consent decrees, each with both the U.S. Environmental Protection Agency (the “EPA”) and the San Joaquin Valley Unified Pollution Control District (the “District”), related to violations of emissions requirements at Chowchilla and El Nido. Pursuant to each consent decree, the District has assessed additional stipulated penalties of $272,312, which may be reduced following negotiations with Global and the implementation of supplemental environmental projects. Also, we have experienced, and could experience in the future, significant opposition from third parties with respect to our projects, including environmental non-governmental organizations, neighborhood groups, municipalities and First Nations.

In addition, claims by third parties for damages to persons or property, or for injunctive relief, have been brought in the past, and may be brought in the future as a result of alleged environmental, and health and safety impacts associated with our activities.

Projects in the EU (including the United Kingdom) that have the potential to harm the environment are required to undergo an Environmental Impact Assessment and submit an Environmental Impact Assessment or environmental statement as part of the relevant planning or permit application. In addition to this process, the EU requires competent authorities to carry out appropriate assessments in certain circumstances where a plan or project affects a Natura (sensitive European ecology) site. Most wind farm and solar PV projects are required to submit an Environmental Impact Assessment or environmental statement during their development, and some may affect Natura sites and be required to be assessed as such. Accordingly, in awarding development consent or approval for such a renewable energy project, the likelihood and significance of environmental impacts will usually have been assessed and determined by a competent authority to be acceptable. Any residual impacts will be required to be mitigated by planning conditions or obligations such as “Habitat Management Plans.”

The U.K. government has recently announced that new mid-size onshore wind projects (less than 50 MW) will require a compulsory consultation of local communities before a planning application is lodged. This change in planning law will only affect future projects.

To operate our U.S. projects, we are required to obtain from federal, state and local governmental authorities a range of environmental permits and other approvals, including those described below.

Federal Land Approvals. Our U.S. projects may be located, or partially located, on lands owned by the federal government and administered by the BLM or another federal agency. Therefore, we may be required to obtain and maintain BLM right-of-way grants, or the equivalent approval from other federal agencies such as the National Park Service or Bureau of Reclamation, for access to, or operations on, such lands. Obtaining and maintaining a grant requires that the project conduct environmental reviews and implement and demonstrate compliance with a permit such as a plan of development, including potentially expensive measures to protect resources, for example, biological, archeological and cultural resources significantly impacted by the grant.

Environmental Reviews. Our U.S. projects may be subject to federal, state, or local environmental reviews, where a broad array of the project’s potential environmental impacts is assessed and mitigated. An agency reviewing the project may require commitments to implement environmental mitigation measures to offset identified impacts as a condition of project approval. Such measures are often implemented during operations, and may require significant costs, or compromise or even require temporary cessation or curtailment of operations under certain conditions such as seasonal migrations.

Endangered, Threatened and Otherwise Protected Species. Federal agencies considering the permit applications for our U.S. projects are required to consult with the U.S. Fish and Wildlife Service (“USFWS”) to consider the impact on potentially affected endangered and threatened species and their habitats under the U.S. Endangered Species Act. Our U.S. projects are also required to comply with the Migratory Bird Treaty Act, the Bald and Golden Eagle Protection Act, and similar state legislation and regulations. Because the operation of our projects could result in injury or fatalities to endangered and protected birds, bats, and other animal and plant species, federal, state, and local agencies may require ongoing monitoring, mitigation activities, or financial compensation as a condition to issuing a permit for a project. In addition, the USFWS may subject a project to criminal or civil enforcement, including curtailment or shutdown, as a result of a violation of the above laws.

Historic Preservation. State, federal and local agencies may, under the National Historic Preservation Act or similar laws and regulations, require our U.S. projects to protect historic, archeological, or religious or cultural resources located or discovered near or on our project sites. Ongoing monitoring, mitigation activities, or financial compensation may be required as a condition of conducting project operations.

Protection of Human Remains. Federal, state and local agencies may, under the Native American Graves Protection and Repatriation Act, state health codes or similar laws and regulations, require our U.S. projects to protect human remains located or discovered near or on our U.S. project sites. The cessation or curtailment of construction or operations, ongoing monitoring, mitigation activities, or financial compensation may be required to achieve compliance and continue construction or operations.

Clean Air Act. Certain construction and operation activities may be subject to requirements under the Clean Air Act and analogous state and local laws and regulations, which regulate the emission of air pollutants, including GHGs, that may result in existing and/or increased capital, monitoring and compliance costs.

Clean Water Act. Certain construction and operation activities may be subject to requirements under the Clean Water Act and analogous state and local laws and regulations, which regulate the discharge of pollutants to jurisdictional waters, that may result in existing and/or increased capital, monitoring and compliance costs.

Local Regulations. Our U.S. projects are subject to local environmental and land use requirements, including county and municipal land use, zoning, building, water use, and transportation requirements. Permitting at the local municipal or county level often consists of obtaining a special use or conditional use permit under a land use ordinance or code, or, in some cases, rezoning in connection with the project. Obtaining or maintaining a permit often requires us to demonstrate that the project will conform to development standards specified under the ordinance so that the project is compatible with existing land uses and protects natural and human environments. Local or state regulatory agencies may require modeling, testing, and, where applicable, ongoing mitigation of sound levels, radar and other microwave interference, and/or shadow flicker in connection

with the permitting and approval process. Local or state agencies also may require that projects be constructed within a specific period following approval or require decommissioning plans and the establishment of financial assurance mechanisms for carrying out the decommissioning plan.

Management, Disposal and Remediation of Hazardous Substances—U.K. and U.S.

We own, operate and lease real property and may be subject to requirements regarding the storage, use, transportation, release and disposal of petroleum products and toxic or hazardous substances, including reporting, spill prevention, control and counter-measure requirements. In the U.K., the management and disposal of waste (including hazardous substances) is subject to a comprehensive set of legislation derived from the E.U. Waste Framework Directive. In the U.S., project properties and materials stored or disposed thereon may be subject to, among other laws, the federal Resource Conservation and Recovery Act, the Toxic Substances Control Act, the Comprehensive Environmental Response, Compensation and Liability Act and analogous state laws.

If our owned, operated or leased properties are contaminated, whether during or prior to our ownership, operation or lease, we could be responsible for the costs of investigation and cleanup and for any related liabilities, including certain penalties and claims for damage to property, persons or natural resources. That responsibility may arise even if we were not at fault and did not cause or were not aware of the contamination. In addition, waste we generate is at times sent to third party disposal facilities. If those facilities become contaminated, we and any other persons who arranged for the disposal or treatment of hazardous substances at those facilities may be jointly and severally responsible for the costs of investigation and remediation, as well as for any claims for damage to third parties, their property or natural resources. We may incur significant costs in the future if we become responsible for the investigation or remediation of hazardous substances at our owned, operated or leased properties or at third-party disposal facilities.

As of December 31, 2014, we had three employees. We have entered into employment agreements, effective upon the completion of this offering, with employees. We believe that our relations with our employees are good. Upon completion of this offering, the operation of the projects in our Initial Portfolio will be performed by third parties pursuant to the O&M and asset management agreements.

We believe we have obtained or will obtain sufficient third-party consents, permits, and authorizations and have provided or will provide sufficient notice, if and as required, for the transfer of the assets necessary for us to operate our business in all material respects as described in this prospectus. With respect to any consents, permits, or authorizations that have not been obtained, and any notice that has not been provided, we believe these consents, permits, or authorizations will be obtained and these noticed provided after the completion of this offering, or that the failure to obtain these consents, permits or authorizations or to provide these notices will not have a material adverse effect on the operation of our business.

We believe we will have satisfactory title to all of the projects that will be included in the Acquisitions. Record title to some of our projects may continue to be held by original owners until we have made the appropriate filings in the jurisdictions in which such projects are located and obtained any consents and approvals that are not obtained prior to transfer. We will make these filings and obtain these consents upon the completion of this offering. Although title to these properties is subject to encumbrances in some cases, such as customary interests generally retained in connection with acquisition of real property, liens that can be imposed in some jurisdictions for government-initiated action to clean up environmental contamination, liens for current taxes and other burdens and easements, restrictions and other encumbrances to which the underlying properties were subject at the time of acquisition by us, we believe that none of these burdens will materially detract from the

value of these properties or from our interest in these properties or materially interfere with their use in the operation of our business.

See “—Our Initial Portfolio—Individual Project Descriptions—Solar,” “—Our Initial Portfolio—Individual Project Descriptions—Biomass” and “—Our Initial Portfolio—Individual Project Descriptions—Wind” for a description of our principal properties as of the completion of this offering.

Upon the closing of this offering, we will maintain insurance on terms generally carried by companies engaged in similar business and owning similar properties in the U.K. and the U.S. and whose projects are financed in a manner similar to our projects. As is common in the electric generation industries, however, we will not insure fully against all the risks associated with our business either because insurance will not be available or because the premiums for some coverage will be prohibitive. For example, we will not maintain transmission or distribution line insurance. We will maintain varying levels of insurance for the development, construction and operation phases of our projects, including property insurance, which, depending on the location of each project, may include catastrophic windstorm, flood and earthquake coverage; transportation insurance; advance loss of profits insurance; business interruption insurance; general liability and umbrella liability insurance; time element pollution liability insurance; auto liability insurance; worker’s compensation and employers’ liability insurance; and title insurance. The “all risk” property insurance coverage will be maintained in amounts based on the replacement value or maximum foreseeable loss of our projects (subject to certain sub-limits for windstorm, flood and earthquake risks) and the business interruption insurance will generally provide 12 months of coverage in amounts that vary from project to project based on the revenue generation potential of each project. All types of coverage will be subject to applicable deductibles. We generally will not maintain insurance for certain environmental risks, such as environmental contamination.

There are safety rules governing the conduct of operations at each of our projects. Employees at the projects are required to have the necessary U.K. Health and Safety at Work Act training or U.S. Occupational Safety and Health Administration training, as applicable, for certain tasks performed at our projects. We perform preventive and normal maintenance on all of our projects and make repairs and replacements when necessary or appropriate. We also conduct routine and required inspections of those projects in accordance with applicable regulation.

We are not a party to any legal proceeding other than legal proceedings arising in the ordinary course of our business. We are a party to various administrative and regulatory proceedings that have arisen in the ordinary course of our business. In particular, Global has filed for Section 1603 Grants related to refurbishment of the Chowchilla and El Nido facilities in the aggregate amount of $24,582,257. As of December 31, 2014, the U.S. Department of Treasury has authorized payment for $2,272,726 of the total amount requested and has effectively denied payment on the remaining amounts based on the difference in the interpretation of the service dates of such projects. Global is currently contesting this position. Additionally, Merced Power, LLC (a subsidiary of Global) is a party to two consent decrees, each with both the EPA and the District, related to violations of emissions requirements at Chowchilla and El Nido and pursuant to which stipulated penalties of $272,312 have been assessed. Please see “—Land Use, Environmental, Health and Safety Matters.”

Below is a list of names, ages, and a brief account of the business experience of the persons who currently are or who will be directors, executive officers and key employees of the Company upon the closing of this offering, each as of April 1, 2015.

Mr. Lavelle has served as our Chairman and Chief Executive Officer since our formation in 2008. From 1991 through early 2007, Mr. Lavelle was founder, Chairman and Chief Executive Officer of Cotelligent Group, Inc., an information technology services and digital media consolidation company that was listed on the New York Stock Exchange. He has also served as advisor to the Chancellor of University of California Irvine, as a member of the Advisory Board of the Leavey School of Business at Santa Clara University and on the Steering Committee of Venture Greenhouse. His leadership experience enables Mr. Lavelle to play a key role in all matters involving our board of directors and act as a liaison between management and the independent members of our board or directors.

We intend to appoint Ms. Fiala to our board of directors effective upon the commencement of trading of our common stock on the New York Stock Exchange. Ms. Fiala has served on the Board of Directors of Regency Centers since 1998, where she was President and Chief Operating Officer from January 1999 to February 2009 and then Vice Chairman until December 2009. From 1994 to 1997, she was Senior Vice President and Director at Stores, New England for Macy’s East/Federated Department Stores. From 1976 to 1994, she served as a Senior Vice President and Regional Director at Macy’s/Federated Department Stores Burdine’s Division. Ms. Fiala has served as Non-Executive Chairman of Build-A-Bear Workshop Inc. since November 2011 and has been a member of its Board of Directors since January 2005. She has also been a Director of General Growth Properties Inc. since November 2013 and is a member of the Board of Trustees of International Council of Shopping Centers (ICSC). Ms. Fiala will serve as Chairwoman of the Compensation Committee of our board. Ms. Filala’s leadership and success building Regency Centers, a publicly traded real estate investment trust, involved mergers and acquisitions as well as entering into contracts with a variety of customers under long-term leases. We believe the similarity of these aspects of her experience to our business are complimentary and will be of value to our Board of Directors.

We intend to appoint Mr. Hayes to our board of directors effective upon the commencement of trading of our common stock on the New York Stock Exchange. Mr. Hayes has been a Visiting Lecturer of Law at Stanford University since 2013. He is an energy and environmental expert who served as Deputy Secretary and Chief Operating Officer of the Department of the Interior from 2009 to 2013. Prior to serving as Deputy Secretary, Mr. Hayes led the energy and environmental agency review process for President Obama’s Transition Team, with responsibility for the Departments of Energy, Agriculture, and Interior and the Environmental Protection Agency. From 1997 to 2001, Mr. Hayes served as the Deputy Secretary and counselor to the Secretary of the Interior in the Clinton Administration. Prior to that, he worked for many years in the private sector as a partner at Latham and Watkins, where he was Global Chair of the firm’s Environment, Land and Resources Department. Mr. Hayes is also the former Chair of the Board of Visitors for Stanford Law School and the former Chair of the Board of the Environmental Law Institute. During Mr. Hayes’ tenure at the U.S. Department of the Interior, he was responsible for the facilitation and issuance of licenses for all renewable energy generation on public lands and offshore waters. His expertise in environmental law in the U.S. and international markets will also be valuable to our board of directors.

We intend to appoint Mr. Krouse as our lead independent director effective upon the commencement of trading of our common stock on the New York Stock Exchange. Mr. Krouse retired in December 2007 after spending 37 years at the law firm of Simpson Thacher & Bartlett LLP, where he practiced in the corporate, capital markets and merger and acquisition areas. While there, Mr. Krouse served as Head of the Corporate Department and Senior Administrative Partner of the firm. Mr. Krouse has served as a director of SBA Communications Corp. since October 2009. Mr. Krouse also serves on the Board of Visitors at Duke University School of Law, and in 2006, he was appointed a Senior Lecturing Fellow at Duke University School of Law. In addition to serving as lead independent director, Mr. Krouse will serve as Chairman of the Nominating and Governance Committee of our board. We intend to nominate Mr. Krouse to serve as a director because of his experience as a securities and mergers and acquisitions partner at a major law firm, where he counseled large companies on matters of corporate governance, risk oversight, capital markets, general business matters and acquisition transactions, as well as his senior financial and business management experience at this same firm.

We intend to appoint Mr. Macdonald to our board of directors effective upon the commencement of trading of our common stock on the New York Stock Exchange. Mr. Macdonald is the founder, and has served as Chief Executive Officer, of British Renewables since its formation in 2012. Prior to the formation of BSR, he was active in property development in the U.K. Mr. Macdonald’s earlier career spanned 20 years in aviation, and ranged from flying military helicopters to piloting for British Airways. Given our focus on the global solar power market we believe Mr. MacDonald’s experience and success in building, owning and operating his solar development business in the United Kingdom will add considerable value to our board of directors.

We intend to appoint Mr. Weatherley-White as our President and Chief Financial Officer effective . Mr. Weatherley-White has served as a consultant to the Company since November 2013. Prior to joining LightBeam, Mr. Weatherley-White served as the Chief Financial Officer of K Road Power Holdings, a privately held utility-scale solar power developer, from January 2012 to December 2013. From 2005 through 2011, Mr. Weatherley-White was Managing Director of Investment Banking and head of project finance at Lehman Brothers and Barclays Capital. Previously, he was group head of structured finance at Credit Suisse where he worked in various investment banking roles from 1990 to 2005. Mr. Weatherley-White holds a Sc.B. in Neuroscience from Brown University. He was a Rotary Graduate Scholar at the University of Cape Town, South Africa. He is also a Chartered Financial Analyst.

We intend to appoint Mr. Griffith as our Chief Operating Officer effective upon the closing of this offering. Mr. Griffith has served as a consultant to the Company since August 2013. Prior to joining LightBeam, Mr. Griffith served as Power Coordination and Planning Engineer with the Northern California Power Agency (“NCPA”) for more than 30 years. At the time of his departure from NCPA, he was responsible for all aspects of the Agency’s renewable generation acquisition and development activities. Mr. Griffith holds a B.S. in Electrical Engineering from California State University, Sacramento.

We intend to appoint Mr. Andrews as our Senior Vice President—Chief Accounting Officer and Corporate Controller effective . Mr. Andrews has served as a consultant to the Company since September 2013. In his early career, Mr. Andrews was employed by the Internal Revenue Service (“IRS”) where he worked as a Revenue Agent, Appellate Conferee, and Instructor. Upon leaving the IRS, Mr. Andrews worked with the Big 8 accounting firm Touche Ross & Co., and for more than 30 years has been the managing partner and, since 1996, as the sole owner of his own public accounting firm where he has provided a wide range of accounting, tax, and financial advisory services to the firm’s individual and corporate clients. Mr. Andrews is licensed to practice public accounting in California and is a member of the American Institute of Certified Public Accountants and the California Society of CPAs. He holds a B.A. in Accounting from California State University, San Francisco and an M.B.A. in Taxation from Golden Gate University.

We intend to appoint Mr. Ambatipudi as our Senior Vice President—Business Development effective upon the closing of this offering. Mr. Ambatipudi has served as a consultant to the Company since August 2013. Prior to joining LightBeam, Mr. Ambatipudi served as Director, Large Scale Renewables for Chevron Energy Solutions from 2005 to May 2012. From 2003 to 2005, Mr. Ambatipudi was General Manager of SolSource Energy, and before that was Vice President, Business Development for MyHomeKey from 1999 to 2001. In his career, Mr. Ambatipudi has also worked in the regulated utility, un-regulated energy sector, internet and telecommunications sectors. He holds a B.A. in Economics/International Area Studies from UCLA, as well as an M.B.A from the UCLA Anderson School.

We intend to appoint Mr. Otin as our Senior Vice President of the LightBeam Developer Network effective upon the closing of this offering. Mr. Otin served as Vice President Country Manager USA for Gestamp Asetym Solar SL from August 2009 through November 2014 and previously as Vice President Country Manager Italy and Head of International Business beginning in 2008. From July 2006 through December 2008, Mr. Otin worked for Allco Finance Group Ltd where he supported project finance, modeling, transaction management and contract negotiation activities in Germany, France and Luxembourg. He is a graduate of University of Central Lancashire with honors in electrical engineering and holds an executive Masters in Business degree from Universidad Complutense. Mr. Otin’s deep experience and knowledge of project development companies in North America, South America and the Eurozone are of significant importance to the growth of our LightBeam Developer Network.

We intend to appoint Mr. Tang as our Senior Vice President—Project Finance and Acquisitions effective upon the closing of this offering. Mr. Tang has served as a consultant to the Company since June 2013. Mr. Tang has over 20 years of industry experience in financial and quantitative analysis, including as a Director in the

Project Finance group of Recurrent Energy, a leading solar project developer, and the group head of pricing and analysis from September 2008 to June 2012. While at Recurrent, Mr. Tang managed over $700 million of project debt and equity financings. Prior to his service at Recurrent, Mr. Tang spent 15 years as a senior financial analyst and principal of the global investment bank, Babcock & Brown, in its San Francisco office until 2008. While at Babcock, he specialized in asset-backed finance (leasing, partnerships and portfolio sales), real estate development and acquisitions, and project finance (in the alternative energy sector). Prior to his service at Babcock, Mr. Tang spent three years on the derivatives trading desk of Toyo Bank and Trust Co. in New York City. Mr. Tang holds a B.A. from Harvard University with a focus on European History.

Effective upon the closing of this offering, our board of directors will consist of members. We expect that Ms. Fiala and Messrs. Hayes and Krouse will each qualify as an “independent director,” as defined in the corporate governance rules of the New York Stock Exchange.

Our board of directors will be elected annually on a staggered basis, and each director will hold office for a three-year term or until his successor shall have been duly elected and qualified, except in the event of his death, resignation, removal or the earlier termination of his term of office. The initial term of office of each director will be as follows: our Class I directors, and , will serve for a term expiring at the 2016 annual meeting of stockholders, our Class II directors, and , will serve for a term expiring at the 2017 annual meeting of stockholders, and our Class III directors, Messrs. Lavelle and Macdonald, will serve for a term expiring at the 2018 annual meeting of stockholders.

Our board of directors will be responsible for, among other things, overseeing the conduct of our business, reviewing and, where appropriate, approving our long-term strategic, financial and organizational goals and plans, and reviewing the performance of our chief executive officer and other members of senior management. Following the end of each year, our board of directors will conduct an annual self-evaluation, which includes a review of any areas in which the board of directors or management believes the board of directors can make a better contribution to our corporate governance, as well as a review of the committee structure and an assessment of the board of directors’ compliance with corporate governance principles. In fulfilling the board of directors’ responsibilities, directors have full access to our management and independent advisors.

Our board of directors is primarily responsible for overseeing our risk management processes. Our board, as a whole, determines the appropriate level of risk for our company, assesses the specific risks that we face, and reviews management’s strategies for adequately mitigating and managing the identified risks. Although our board administers this risk management oversight function, our audit committee, compensation committee, and nominating and governance committee support our board in discharging its oversight duties and address risks inherent in their respective areas. We believe this division of responsibilities is an effective approach for addressing the risks we face and that our board leadership structure supports this approach.

Our corporate governance guidelines will provide that one of our independent directors shall serve as a lead independent director at any time when an independent director is not serving as the chairman of our board of directors. Mr. Krouse will serve as our lead independent director. As lead independent director, Mr. Krouse will preside over periodic meetings of our independent directors, coordinate activities of the independent directors and perform such additional duties as our board of directors may otherwise determine.

Effective upon the closing of this offering, the standing committees of our board of directors will consist of an Audit Committee, a Compensation Committee and a Nominating and Governance Committee. Each of the

committees will report to the board of directors as they deem appropriate and as the board may request. The expected composition, duties and responsibilities of these committees are set forth below. Members will serve on these committees until their resignation or until otherwise determined by our board of directors.

Effective upon the closing of this offering, our Audit Committee will consist of , and . We believe that , and will each qualify as independent directors according to the rules and regulations of the SEC and the New York Stock Exchange with respect to audit committee membership. We also believe that will qualify as our “audit committee financial expert,” as such term is defined in Item 401(h) of Regulation S-K. Our board of directors will adopt a written charter for the Audit Committee in connection with this offering, which will be available on our website upon the completion of this offering. The information on our website is not part of this prospectus.

The responsibilities of the Audit Committee, which will be set forth in the committee’s charter, will include, among other matters: (1) appointing, retaining and evaluating our independent registered public accounting firm and approving all audit and permissible non-audit services to be performed by them; (2) overseeing our independent registered public accounting firm’s qualifications, independence and performance; (3) monitoring the rotation of partners of our independent registered public accounting firm on our engagement team as required by law; (4) overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC; (5) reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls and compliance with legal and regulatory requirements; (6) establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters; (7) reviewing and approving related person transactions; (8) preparing the audit committee report required by the SEC to be included in our annual proxy statement; and (9) conducting an annual assessment of the performance of the Audit Committee and its members, and the adequacy of its charter.

Effective upon the closing of this offering, our Compensation Committee will consist of Ms. Fiala, and . We believe that Ms. Fiala, and will each qualify as an “independent director,” as defined in the rules and regulations of the SEC and the New York Stock Exchange. Our board of directors will adopt a written charter for the Compensation Committee in connection with this offering, which will be available on our website effective upon the closing of this offering. The information on our website is not part of this prospectus.

The responsibilities of the Compensation Committee, which will be set forth in the Committee’s charter, will include, among other matters: (1) reviewing, modifying, and approving (or if it deems appropriate, recommending to the full board of directors regarding) our overall compensation strategy and policies; (2) reviewing (or if it deems appropriate, recommending to the full board of directors regarding) performance goals and objectives relevant to the compensation of our executive officers and assessing their performance against these goals and objectives; (3) evaluating, adapting and administering compensation, incentive-compensation and equity-based plans; (4) reviewing and recommending to the board of directors the compensation of our non-employee directors; (5) monitoring compliance by officers and directors with our stock ownership guidelines; (6) establishing policies with respect to equity compensation arrangements; (7) reviewing and discussing annually with management our “Compensation Discussion and Analysis” required by SEC rules; (8) preparing the Compensation Committee report required by the SEC to be included in our annual proxy statement; and (9) conducting an annual assessment of the performance of the Compensation Committee and its members, and the adequacy of its charter.

Effective upon the closing of this offering, our Nominating and Governance Committee will consist of Mr. Krouse, and . We believe that Mr. Krouse, and will each qualify as an

“independent director,” as defined in the rules and regulations of the SEC and the New York Stock Exchange. Our board of directors will adopt a written charter for the Nominating and Governance Committee in connection with this offering, which will be available on our website upon the completion of this offering. The information on our website is not part of this prospectus.

The responsibilities of the Nominating and Governance Committee, which will be set forth in the committee’s charter will include, among other matters: (1) identifying individuals qualified to become members of our board of directors, consistent with criteria approved by our board of directors; (2) reviewing periodically and evaluating director performance on our board of directors and its applicable committees, and recommending to our board of directors and management areas for improvement; (3) overseeing the organization of our board of directors to discharge the board’s duties and responsibilities properly and efficiently; (4) developing and recommending to our board of directors a set of corporate governance guidelines and principles applicable to us; and (5) reviewing and assessing, at least annually, the performance of the Nominating and Governance Committee and the adequacy of its charter.

Our board of directors may establish other committees as it deems necessary or appropriate from time to time.

Our board of directors will adopt a code of conduct and ethics that applies to all of our employees, including those officers responsible for financial reporting, in connection with this offering, which will be available on our website upon completion of this offering. We intend to disclose any amendments to the code, or any waivers of its requirements, on our website to the extent required by applicable SEC or New York Stock Exchange rules. The information on our website is not part of this prospectus.

None of our executive officers currently serves, or in the past year has served, as a member of the board or compensation committee of any entity that has one or more executive officers serving on our board or Compensation Committee.

The following table presents information regarding the total compensation earned in 2014 by our Chairman and Chief Executive Officer. We did not have any executive officer other than our Chairman and Chief Executive Officer during 2014 or as of December 31, 2014.

Prior to the completion of this offering, we will enter into employment agreements with our Chairman and Chief Executive Officer, our President and Chief Financial Officer, our Chief Operating Officer and our Chief Accounting Officer and Corporate Controller (collectively, our “named executive officers”), which agreements shall be effective upon the closing of this offering for a term expiring on the one-year anniversary of such closing date (three years in the case of Mr. Lavelle), subject to automatic renewal for successive one-year periods unless either we or the named executive officer provides notice of non-renewal at least 30 days (three months in the case of Mr. Lavelle) prior to the end of such term or renewal period.

Pursuant to the terms of the employment agreements, we will pay annual base salaries of $360,000 to Mr. Lavelle, $280,000 to Mr. Weatherley-White, $250,000 to Mr. Griffith and $240,000 to Mr. Andrews. The base salaries of each of our named executive officers other than Messrs. Lavelle and Weatherley-White may be adjusted from time to time by our Chief Executive Officer in his sole discretion. Mr. Weatherley-White’s base salary may be increased (but not decreased) by our Chief Executive Officer from time to time in his sole discretion.

Each employment agreement will provide that the named executive officer will be eligible to participate in any discretionary bonus, short-term and long-term cash incentive plans and other incentive programs or arrangements approved by our board of directors that are generally available to our senior executives. The maximum annual discretionary cash bonus is equal to 100% of the annual base salary of such named executive officer (125% in the case of Mr. Lavelle).

Each named executive officer shall be eligible to participate in our equity incentive plans, including the 2015 Incentive Plan, and receive such awards as the Compensation Committee may grant in its sole discretion. In addition to any shares to which such person is entitled under the consulting agreements described under “—Consulting Agreements” below, the Company has agreed to grant the number of shares of common stock (based upon shares outstanding immediately following the completion of the Acquisitions, but immediately prior to the completion of this offering) as set forth in the table below. The number of shares issuable to each named executive officer has been determined as a percentage of the total number of shares outstanding giving effect to the Acquisitions, but excluding the shares offered hereby, and the applicable percentages issuable upon the closing of this offering, the first anniversary thereof and the second anniversary thereof, respectively, are zero, 2.0% and 1.0% for Mr. Lavelle, 4.0%, 2.0% and 1.0% for Mr. Weatherley-White, 1.5%, 0.5% and zero for Mr. Griffith and 2.0%, 1.0% and zero for Mr. Andrews. The shares issuable upon the first and second anniversaries of the closing of this offering shall be issued only if the named executive officer is employed by us on such date and neither we nor such person has given notice of termination of his employment agreement.

Each employment agreement will also provide vacation benefits, reimbursement for business expenses, and the right to participate in company-wide benefits, including insurance, retirement, and other plans and programs as are available to our named executive officers. Each employment agreement will contain a covenant not to solicit any of our employees, agents or customers for a period of 12 months (18 months in the case of Mr. Lavelle) immediately following termination of employment, subject to certain exceptions, as well as confidentiality, preservation of intellectual property and non-disparagement obligations.

We and each named executive officer may terminate the named executive officer’s employment at any time. If we terminate the individual’s employment with “cause” or he terminates his employment without “good reason,” the terminated individual will receive his base salary through the date of termination or resignation and any accrued but unpaid compensation and vested benefits under any of our plans and programs in accordance with the terms thereof and applicable law (the “Accrued Entitlements”).

If, during the term of the employment agreement, we terminate the individual’s employment without “cause,” he terminates his employment with “good reason” or we provide notice of non-renewal and the individual is willing and able to continue providing services to us on substantially the same terms, then, in addition to the Accrued Entitlements, and conditioned upon execution and delivery to us of a release of claims relating to payments of benefits and matters arising out of his employment, the named executive officer shall be entitled to receive periodic payments of one year’s annual base salary (doubled in the case of Mr. Lavelle) plus, in the case of Mr. Weatherley-White, the average of the bonuses paid to such individual for each of the two years prior to termination (or if there have not been two bonuses, the highest bonus he received prior to termination or, if none, his target bonus opportunity) and, in the case of Mr. Lavelle, twice the average of the bonuses paid to such individual for each of the two years prior to termination (or if there have not been two bonuses, the highest bonus he received prior to termination or, if none, his target bonus opportunity). In the case of Mr. Lavelle and Mr. Weatherley-White, the vesting of any outstanding time-based vesting equity award that has not yet vested shall be accelerated and fully vested, while any performance-based vesting equity awards shall vest, if at all, in accordance with their terms and all post-employment exercise periods for vested stock options will be extended for 12 months. The individual will also be entitled to continued health care coverage under COBRA, with reimbursement from the Company of any increase in premium required to maintain the same coverage.

If the named executive officer dies within the term of the employment agreement, his beneficiary or estate will be entitled to receive the Accrued Entitlements and, in the case of Mr. Lavelle and Mr. Weatherley-White, a pro-rata bonus for the year of termination based upon the number of days of employment during such year, with any personal goals deemed to be earned at 100% (a “Pro-Rata Bonus”). Subject to certain exceptions, if the named executive officer becomes disabled within the term of the employment agreement, he will be entitled to receive the Accrued Entitlements and, in the case of Mr. Lavelle and Mr. Weatherley-White, a Pro-Rata Bonus.

Before becoming our employees, Mr. Weatherley-White and Mr. Griffith provided services to us under the consulting agreements in preparation for this offering. Pursuant to the consulting agreement, upon completion of this offering or a private sale of our portfolio of projects, each named executive officer will receive shares of our common stock with a value equal to the monthly amount set forth below from the date of such person’s consulting agreement through the closing date of this offering or private sale, based upon the public offering or private sale price. Such named executive officers do not receive any cash compensation for their services as consultants, but are entitled to reimbursement of documented expenses. Each consulting agreement may be terminated by either party upon 10 days’ prior written notice. In the event of an early termination, upon completion of this offering or a private sale, the named executive officer would be entitled to receive shares of our common stock accrued through the date of termination.

In addition, we have agreed to issue at the completion of this offering shares of our common stock pursuant to consulting agreements we have entered into with the individuals named in the table above and with other consultants. We intend to pay cash to such person in lieu of approximately 40% of such shares in order to facilitate the payment of applicable taxes, resulting in the issuance pursuant to consulting agreements of shares to our named executive officers and shares to other consultants.

We will issue on the six-month anniversary of the closing of this offering the following number of shares of our common stock to each of James Lavelle, our Chairman and Chief Executive Officer, Troy Lavelle, an employee of LightBeam and the son of James Lavelle, William Barry Keane, an employee of LightBeam, and Matrix Advisors, a consultant to LightBeam, in consideration of services performed by each of them in connection with the Acquisitions and this offering:

The issuance by us of such shares of our common stock to each such person is contingent on the completion of this offering and on such person not have given notice of termination of employment or service as a consultant to LightBeam on the six-month anniversary of the closing of this offering.

If during the term of Mr. Lavelle’s employment, we terminate his employment without “cause,” he terminates his employment for “good reason” or we provide notice of non-renewal within six months prior to a change in control or upon or within 18 months following a change in control, he shall be entitled to the Accrued Entitlements and the accelerated vesting of equity awards and COBRA coverage described above, as well as three times the sum of (i) his annual base salary plus (ii) the greater of (x) the average of the bonuses paid to him for each of the two years prior to termination (or if there have not been two bonuses, the highest bonus he received prior to termination or, if none, his target bonus opportunity) and (y) his target bonus opportunity. Any

outstanding equity awards that are subject to performance-based vesting conditions shall vest upon termination of employment assuming the greater of (i) continued performance at the same levels as in effect for the portion of the performance period preceding termination of employment and or (ii) performance at target levels.

If during the term of Mr. Weatherley-White’s employment, we terminate his employment without “cause,” he terminates his employment with “good reason” or we provide notice of non-renewal within six months prior to a change in control or upon or within six months following a change in control, he shall be entitled to the Accrued Entitlements and the accelerated vesting of equity awards and COBRA coverage described above, as well as two times the sum of (i) his annual base salary plus (ii) the greater of (x) the average of the bonuses paid to him for each of the two years prior to termination (or if there have not been two bonuses, the highest bonus he received prior to termination or, if none, his target bonus opportunity) and (y) his target bonus opportunity. If such termination of either named executive officer occurs within six months prior to a change in control, the cash severance that would be due in the absence of the change in control shall be payable in periodic installments and the excess cash severance resulting from the change in control shall be payable in lump sum.

Our Chairman and Chief Executive Officer held no stock options or unvested equity awards as of December 31, 2014.

We did not pay any compensation, reimburse any expense of, make any equity awards or non-equity awards to, or pay any other compensation to any of the non-employee members of our board of directors in 2014.

Upon the completion of this offering, we will grant to each of the non-employee members of our board of directors shares of common stock (with a value of $60,000, assuming a stock price of $ per share, the mid-point of the estimated offering price range on the cover page of this prospectus, vesting annually over a three-year period). Each non-employee member of our board of directors will also receive annual cash compensation of $60,000. In addition, the chairpersons of each of the committees of our board of directors will receive an additional $ in cash per annum for such service.

Our board of directors has adopted, and our equity holders have approved, the LightBeam Electric Company 2015 Long-Term Incentive Plan. The 2015 Incentive Plan will become effective upon the date of this prospectus. The 2015 Incentive Plan will enable us to formulate and implement a compensation program that will attract, motivate and retain experienced, highly-qualified employees who will contribute to our financial success, and will align the interests of our employees with those of our stockholders through the ability to grant a variety of stock-based and cash-based awards. The 2015 Incentive Plan will serve as the umbrella plan for our stock-based and cash-based incentive compensation programs for our directors, officers, directors and other employees.

Our board of directors has approved, effective upon the date of this prospectus, under the 2015 Incentive Plan to our officers, directors and employees restricted share awards relating to shares of common stock. No other awards have been made under the 2015 Incentive Plan or will be made in connection with this offering.

The aggregate number of shares of common stock that may be issued to officers, directors and employees under the 2015 Incentive Plan will not exceed . Shares subject to awards granted under the 2015 Incentive Plan which are subsequently forfeited, expire unexercised or are otherwise not issued will not be treated as having been issued for purposes of the share limitation.

The following is a brief description of the material features of the 2015 Incentive Plan. This description is qualified in its entirety by reference to the full text of the 2015 Incentive Plan, a copy of which is filed as an exhibit to the registration statement of which this prospectus forms a part.

Administration. The Compensation Committee (or another committee appointed by our board of directors and generally consisting of persons who are “non-employee directors,” as defined under Rule 16b-3 under the Exchange Act, “outside directors,” within the meaning of Code Section 162(m) and “independent directors” under the New York Stock Exchange’s rules, in either case, referred to as the “Committee”) will administer the 2015 Incentive Plan. The Committee will have the authority to select award recipients, determine the type, size and other terms and conditions of awards, and make all other decisions and determinations as may be required under the terms of the 2015 Incentive Plan or as the Committee may deem necessary or advisable for the administration of the 2015 Incentive Plan. The Committee will be permitted to delegate to one or more of our senior executives the authority to make grants of awards to officers (other than executive officers), employees or other individuals (other than non-employee directors) who provide services for us and such other administrative responsibilities as the Committee may deem necessary or advisable, to the extent such delegation is consistent with applicable law and the applicable stock exchange rules.

Eligibility. Officers, employees and non-employee directors of us and our subsidiaries and other individuals who provide services for us or any subsidiary are eligible to be selected as award recipients.

Type of Awards. The Committee is authorized to grant awards payable in either our shares or cash, including, without limitation, options to purchase shares, restricted shares, bonus shares, stock appreciation rights, restricted stock units, performance units and dividend equivalents. Awards may be granted alone or in combination with any other award granted under the 2015 Incentive Plan or any other plan based on the Committee’s discretion.

Terms and Conditions of Awards. The Committee will determine the size of each award to be granted (including, where applicable, the number of shares to which an award will relate), and all other terms and conditions of each award (including, without limitation, any exercise price, grant price, or purchase price, any restrictions or conditions relating to transferability, forfeiture, exercisability, or settlement of an award, and any schedule or performance conditions for the lapse of such restrictions or conditions, and accelerations or modifications of such restrictions or conditions); provided that (i) no award will expire more than ten years from the date of grant, (ii) except with respect to Substitute Awards (as defined below), awards granted as stock options or stock appreciation rights may not have an exercise price that is less than the fair market value of the shares on the date of grant, (iii) dividend equivalents will not be paid with respect to any unvested performance shares or performance units (provided that dividend equivalents may accrue on such unvested awards and be paid to the extent the shares vest), and (iv) any awards granted to non-employee directors will be granted to all non-employee directors on a non-discretionary basis based on a formula approved by the Committee. The types of awards that may be granted under the 2015 Incentive Plan include the following:

Stock Options and Stock Appreciation Rights. A stock option is a right to purchase a specified number of shares of our common stock at an exercise price established at the date of grant. Stock options granted may be either non-qualified stock options or incentive stock options (which are intended to qualify as “incentive stock options” within Section 422 of the Code). The exercise price of any stock option granted may not be less than the fair market value of our common stock on the date of grant. A stock appreciation right (referred to as a “SAR”) entitles the recipient to receive, upon surrender of the SAR, an amount of cash or number of shares of our common stock having a fair market value equal to the positive difference, if any, between the fair market value of one share of common stock on the date of exercise and the exercise price of the SAR (which exercise price shall not be less than the fair market value of our common stock on the date of grant). The Committee will specify at the time an option or SAR is granted, when, and in what proportions, an option or SAR becomes vested and exercisable.

Restricted Stock and Restricted Stock Units. An award of restricted stock is an issuance of shares of our common stock that is subject to certain restrictions established by the Committee and to forfeiture if the holder does not satisfy certain requirements (including, for example, continued employment with us for a specified period of time). Recipients of restricted stock do not receive the stock until the restrictions are satisfied, but may be entitled to vote the restricted stock and to exercise other shareholder rights. Thus, upon grant, the shares may be included in our total number of shares outstanding and accrue and pay dividends. An award of restricted stock units entitles the recipient to receive shares of our common stock at some later date once the holder has satisfied certain requirements. At that time (and not before), the shares will be delivered and the recipient will be entitled to all stockholder rights. Thus, upon grant, the shares of common stock covered by the restricted stock units are not considered issued and are not included in the total number of shares outstanding until all conditions have been satisfied. Dividend equivalents may accrue, or be paid, on restricted stock units at the discretion of the Committee.

Performance-Based Awards. The Committee may grant performance awards, which may be cash- or stock-based. Generally, performance awards require satisfaction of pre-established performance goals, consisting of one or more business criteria and a targeted performance level with respect to such criteria as a condition of awards being granted, becoming exercisable or settleable, or as a condition to accelerating the timing of such events. The Committee will set the performance goals used to determine the amount payable pursuant to a performance award.

Aggregate Limitation on Stock-Based Awards. The aggregate number of shares that may be issued under the 2015 Incentive Plan during the life of the 2015 Incentive Plan will not exceed . For each share that is actually delivered pursuant to a stock-based award, the aggregate share limit under the 2015 Incentive Plan will be reduced by one share. Additionally, upon the exercise of each stock-settled SAR, the aggregate share limit under the 2015 Incentive Plan will be reduced further by the number of shares having a fair market value equal to the base price or exercise price for the number of shares so exercised, and for each stock-based award, each share withheld to satisfy the exercise price or withholding taxes with respect to any such award will reduce the aggregate share limit by one share. To the extent that any shares are forfeited and returned to us for no consideration, or are repurchased by us for the price paid by the participant for such shares, the aggregate share limit under the 2015 Incentive Plan will be increased to the same extent that the aggregate share limit was decreased upon the issuance of the shares based on the ratios above. To the extent that any shares are tendered to us in satisfaction of the withholding obligations for any stock-based awards, the aggregate share limit under the 2015 Incentive Plan will be increased by each share so tendered. Shares delivered under the 2015 Incentive Plan may be newly issued shares or reacquired shares (including shares acquired on the market). In the event of our acquisition of any company, outstanding equity grants with respect to stock of the acquired company may be assumed or replaced with awards under the 2015 Incentive Plan. Outstanding awards that are assumed or replaced by awards under the 2015 Incentive Plan in connection with an acquisition (referred to as “Substitute Awards”) will not reduce the 2015 Incentive Plan’s aggregate share limit, subject to applicable stock exchange requirements. The terms of any such Substitute Award will be determined by the Committee and may include exercise prices or base prices on terms that are different from those otherwise described in the 2015 Incentive Plan. If we assume a stockholder approved equity plan from an acquired company, any shares of common stock available under the assumed plan (after appropriate adjustments, as required to reflect the transaction) may be issued pursuant to awards under the 2015 Incentive Plan and will not reduce the 2015 Incentive Plan’s aggregate share limit, subject to applicable stock exchange requirements.

Adjustments. In the event of a large, special or non-recurring dividend or distribution, recapitalization, stock dividend, reorganization, business combination, or other similar corporate transaction or event affecting our common stock, the Committee may adjust the number and kind of shares subject to the aggregate and individual share limitations described above. The Committee may also adjust outstanding awards upon occurrence of these events as the Committee deems it equitable in order to preserve, without enlarging, the rights of participants. These adjustments may include changes to the number of shares subject to an award, the exercise price or share price referenced in the award terms, and other terms of the award. The Committee will make such substitutions or adjustments, including as described above, as it deems fair and equitable as a result of any share dividend or split declared by us. The Committee is also authorized to adjust performance conditions and other terms of awards in response to these kinds of events or to changes in applicable laws, regulations, or accounting principles.

Restrictions on Repricing. The 2015 Incentive Plan includes a restriction that, except in the case of a corporate transaction involving the company (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares), outstanding stock options and SARs previously granted under the 2015 Incentive Plan may not be repriced without stockholder approval. The term “repricing” refers to amendments designed to reduce the exercise price of outstanding stock options or the base amount of outstanding SARs or the cancellation of outstanding stock options or SARs in exchange for cash, other awards or stock options or SARs with an exercise price or base amount, as applicable, that is less than the exercise price or base amount, as applicable, of the original award.

Clawback Policy. All awards made under the 2015 Incentive Plan shall be subject to the applicable provisions of any clawback or recoupment policies of ours, share trading policies and other policies that may be implemented and approved by our board of directors from time to time, including such policies that may be implemented after the date an award is granted.

Amendment; Termination. Our board of directors may amend, suspend, discontinue, or terminate the 2015 Incentive Plan or the Committee’s authority to grant awards under the 2015 Incentive Plan without stockholder approval or participant consent, provided that stockholder approval will be required for any amendment that will (i) materially modify the terms of the 2015 Incentive Plan or (ii) require stockholder approval as a matter of law or regulation or under the stock exchange rules. Unless earlier terminated by our board of directors, the 2015 Incentive Plan will terminate on the day before the tenth anniversary of the later of the effective date or the date of any subsequent stockholder approval of the 2015 Incentive Plan.

The federal income tax consequences arising with respect to awards granted under the 2015 Incentive Plan will depend on the type of award. From the recipients’ standpoint, as a general rule, ordinary income will be recognized at the time of payment of cash, or delivery of actual shares. Future appreciation on shares held beyond the ordinary income recognition event will be taxable at capital gains rates when the shares are sold. We, as a general rule, will be entitled to a tax deduction that corresponds in time and amount to the ordinary income recognized by the recipient, and we will not be entitled to any tax deduction in respect of capital gain income recognized by the recipient. Exceptions to these general rules may arise under the following circumstances: (i) if shares, when delivered, are subject to a substantial risk of forfeiture by reason of failure to satisfy any employment or performance-related condition, ordinary income taxation and our tax deduction will be delayed until the risk of forfeiture lapses (unless the recipient makes a special election to ignore the risk of forfeiture); (ii) if an employee is granted a stock option that qualifies as an “incentive stock option,” no ordinary income will be recognized, and we will not be entitled to any tax deduction, if shares acquired upon exercise of such option are held longer than the later of one year from the date of exercise and two years from the date of grant; (iii) for awards granted after a specified transition period, we will not be entitled to a tax deduction for compensation attributable to awards granted to one of our covered employees, if and to the extent such compensation does not qualify as “performance-based” compensation under Code Section 162(m), and such compensation, along with any other non-performance-based compensation paid in the same calendar year, exceeds $1 million; and (iv) an award may be taxable at 20 percentage points above ordinary income tax rates at the time it becomes vested, even if that is prior to the delivery of the cash or stock in settlement of the award, if the award constitutes “deferred compensation” under Code Section 409A, and the requirements of Code Section 409A are not satisfied. The foregoing provides only a general description of the application of federal income tax laws to certain awards under the 2015 Incentive Plan, and is not intended as tax guidance to participants in the 2015 Incentive Plan, as the tax consequences may vary with the types of awards made, the identity of the recipients and the method of payment or settlement. This summary does not address the effects of other federal taxes (including possible “golden parachute” excise taxes) or taxes imposed under state, local, or foreign tax laws.

In order to acquire our Initial Portfolio of solar, wind and biomass power generation facilities, we have entered into agreements with our initial Members to acquire, concurrently with and as a condition to the closing of this offering, projects held by our Founding Companies. The Founding Companies, on a pro forma combined basis, had revenues of approximately $25.6 million for the year ended December 31, 2014.

The aggregate consideration being paid by us to acquire our Initial Portfolio from the initial Members of our LDN is estimated to be approximately $190.2 million, consisting of approximately $122.8 million in cash and contingent consideration and, $67.4 million in LightBeam common stock (representing shares, assuming a stock price of $ per share, the mid-point of the estimated offering price range on the cover page of this prospectus). We will also assume approximately $56.4 million in indebtedness (exclusive of prepayment penalties) relating to our Initial Portfolio, of which approximately $ will be prepaid at the completion of the Acquisitions and this offering. The total consideration excludes certain earn-out arrangements and is also subject to adjustment based upon the pricing terms of this offering. In addition, after the completion of the Acquisitions and this offering, we expect to pay additional consideration in excess of $230.0 million to the sellers of one of the Founding Companies contingent upon completion of certain projects under construction that we are acquiring. We will use the proceeds of this offering and a credit facility for approximately $ million that we will enter into to acquire the Initial Portfolio.

The purchase price for each Founding Company is based upon a fair market value approach, which takes into account each project’s economic characterization, technology type, size and location. Our valuations were based upon our collective understanding of the marketplace in each jurisdiction. We discussed our valuation approach with consultants, advisors and other market participants to derive our internal rate of return targets for each project type and for each project jurisdiction. We did not order appraisals for the projects, but rather we relied upon our own experiences in the markets, outside consultants and advisors to derive our respective valuations.

We have entered into a series of agreements with our initial Members pursuant to which we will acquire the projects in our Initial Portfolio. Set forth below is a description of the material terms of each agreement with our initial Members.

We and GS Acquisition Corporation (“GS”), a wholly owned subsidiary of ours, have entered into an Agreement and Plan of Merger (the “GSE Merger Agreement”) with GSE and AEP Holdings LLC, in its capacity as a representative to its stockholders (the “GSE Representative”), pursuant to which GS will merge with and into GSE (the “GSE Merger”) in order for us to acquire five solar projects in the United States. The aggregate purchase price payable by us is approximately $ (the “GSE Merger Consideration”), consisting of approximately $ in cash, approximately shares of our common stock (based upon the mid-point of the estimated price range set forth on the cover page of this prospectus) and the retention of approximately $ in outstanding indebtedness relating to such projects.

At the consummation of the GSE Merger (the “GSE Closing”), we shall pay certain GSE lenders an amount equal to $ in cash order for GSE to repay certain agreed-upon GSE indebtedness, which shall be subtracted from the consideration payable to each stockholder and warrant holder (the “GSE securityholders”). Additionally, at the GSE Closing, we shall deliver to an escrow agent, as a contribution to the escrow fund, an amount equal to $ in cash and shares of our common stock (based upon the mid-point of the estimated price range set forth on the cover page of this prospectus), which shall be subtracted from the closing date consideration payable to the GSE securityholders.

The obligations of us and GS to effect the GSE Merger and related transactions are subject to the satisfaction or waiver of a number of conditions set forth in the GSE Merger Agreement, including the following: (i) the absence of governmental orders or any litigation challenging or seeking to prohibit the GSE Merger, (ii) we shall have received the third-party consents listed in the GSE Merger Agreement, (iii) the GSE Merger Agreement and GSE Merger shall have been approved by the required GSE stockholders, subject to certain limitations on dissenting shares, (iv) all existing intercompany agreements between GSE and the non-dissenting securityholders (the “Participating Securityholders”) shall have been terminated, (v) the registration statement of which this prospectus forms a part shall have been declared effective by the SEC, (vi) the closing of this offering shall have occurred simultaneously with the GSE Closing, (vii) GSE shall have delisted its capital stock from the Bermuda Stock Exchange, (viii) the amount of cash deliverable to non-accredited investors shall be below a certain threshold, (ix) GSE shall have delivered warrant cancellation agreements with respect to all of the outstanding GSE warrants, (x) GSE shall have delivered certain joinders executed by each Participating Securityholder, (xi) if requested by us, the equityholders of GSE Development Company, an affiliate of GSE, shall deliver their equity interests to us, and (xii) other customary conditions. Our obligations under the GSE Merger Agreement are not subject to any financing conditions.

The obligations of GSE to effect the GSE Merger and related transactions are subject to the satisfaction or waiver of a number of conditions set forth in the GSE Merger Agreement, including items (i), (iii), (v) and (xii) above.

The GSE Merger Agreement includes representations and warranties and covenants of the parties customary for a transaction of this nature. Additionally, the GSE Merger Agreement includes customary appraisal and dissenters’ rights and termination provisions for both us and GSE, including our right to terminate if GSE has not obtained requisite approvals from its stockholders.

We have entered into a Membership Interest Purchase Agreement (the “Tamra MIPA”) with TTCP Energy Finance Fund II, LLC (“TT”) to acquire all of the outstanding membership interests (the “Huerfano Interests”) of its subsidiary, Huerfano River Wind, LLC (“Huerfano”), which owns and operates a wind-powered electric generating facility in the United States, for an aggregate purchase price of approximately $ , consisting of approximately $ in cash and shares of our common stock (based upon the mid-point of the estimated price range set forth on the cover page of this prospectus). We are not assuming any Huerfano debt.

Pursuant to the Tamra MIPA, and upon the terms and subject to the conditions thereof, we shall purchase the Huerfano Interests from TT (the “TT Acquisition”). At the closing of the TT Acquisition (the “TT Closing”), we shall pay certain TT lenders an amount equal to $ in cash in order to payoff certain agreed-upon TT indebtedness, which shall be subtracted from the cash consideration payable to TT. Additionally, at the TT Closing, we shall deliver to an escrow agent, as a contribution to the escrow fund, an amount equal to $ in cash, which shall be subtracted from the cash consideration payable to TT at the closing.

Our obligations to effect the TT Acquisition and related transactions are subject to the satisfaction or waiver of a number of conditions set forth in the TT MIPA, including the following: (i) the absence of governmental orders or any litigation challenging or seeking to prohibit the TT Acquisition, (ii) we shall have received the third-party consents listed in the TT MIPA, (iii) all existing intercompany agreements between TT or any affiliate, on one hand, and Huerfano or any affiliate, on the other hand, shall have been terminated, (iv) the registration statement of which this prospectus forms a part shall have been declared effective by the SEC, and (v) other customary conditions. Our obligations under the TT MIPA are not subject to any financing conditions.

The obligations of TT to effect the TT Acquisition and related transactions are subject to the satisfaction or waiver of a number of conditions set forth in the TT MIPA, including items (i), (iv), (v), and (vi) above.

The TT MIPA includes representations and warranties and covenants of the parties customary for a transaction of this nature. Additionally, the TT MIPA includes customary termination provisions for both us and TT.

We are in negotiations regarding a share purchase agreement (“FiftyID SPA”) with Jeremy Dyer, Peter Glenn, Adam Walker and Jonathan Slater (the “FiftyID Sellers”) to acquire all of the issued and outstanding share capital of Fifty ID Re Limited (“FiftyID”) in order to acquire the Mosscliff, CWE and Muirden Portfolios (each described below) for consideration of approximately $ which will be paid (i) 80% in cash and (ii) 20% in shares of our common stock, (approximately shares of our common stock, based upon the mid-point of the estimated range set forth on the cover page of this prospectus) (the “FID Stock Consideration”).

This is part of a series of back-to-back transactions whereby in connection with our entry into the FiftyID SPA. FiftyID has already entered into or will enter into share purchase agreements to acquire the Mosscliff, CWE and Muirden Portfolios from a number of sellers, as further described below. We shall acquire Fifty ID immediately prior to the closing of the transactions described below (the “Portfolio SPAs”).

Where a Portfolio SPA will not complete a project or a project under a Portfolio SPA will not be commissioned until after the closing of this offering, an amount of the FID Stock Consideration proportional to the consideration payable by FiftyID in respect of such Portfolio SPA or project under the relevant Portfolio SPA, will be deducted from the FID Stock Consideration payable at closing of the offering. Such amounts will become payable to the FiftyID Sellers when the relevant Portfolio SPA is completed or the relevant project is commissioned.

Pursuant to the FiftyID SPA, and upon the terms and subject to the conditions thereof, we shall purchase all of the issued and outstanding share capital of FiftyID from the FiftyID Sellers, free and clear of all liens (the “FiftyID Acquisition”). At the closing of the FiftyID Acquisition, we shall pay (i) certain lenders of companies being acquired under the Portfolio SPAs (the “Portfolio Companies”) an amount equal to certain agreed-upon indebtedness (in satisfaction of certain of FiftyID’s obligations under the Portfolio SPAs), and (ii) certain agreed upon expenses of FiftyID and the Portfolio Companies, which shall be subtracted from the cash consideration payable to FiftyID on the closing date. An additional amount of shares of our common stock is also payable to the sellers of FiftyID as payment for certain expenses related to the transaction.

The FiftyID Sellers’ obligations to effect the FiftyID Acquisition and related transactions are subject to the satisfaction or waiver of a number of conditions set forth in the FiftyID SPA, including the following: (i) the absence of governmental orders or any litigation challenging or seeking to prohibit the FiftyID Acquisition, (ii) the absence of a material adverse effect in respect of the target group, (iii) FiftyID shall have received the third-party consents listed in the FiftyID SPA, (iv) all existing related party agreements in respect of the target group shall have been terminated, (v) this registration statement of which this prospectus forms a part shall have been declared effective by the SEC, (vi) the closing of this offering shall have occurred simultaneously with closing under the FiftyID SPA, and (vii) other customary conditions. Our obligations under the FiftyID SPA are not subject to any other financing conditions.

Our obligations of to effect the FiftyID Acquisition and related transactions are subject to the satisfaction or waiver of a number of conditions set forth in the FiftyID SPA, including items (i), (v) and (vii) above.

The FiftyID SPA includes representations and warranties and covenants of the parties customary for a transaction of this nature. Until the earlier of the termination of the FiftyID SPA and the closing thereunder, the FiftyID Sellers. FiftyID and its subsidiaries have agreed to operate the business and the business of any subsidiary in the ordinary course and have agreed to certain other operating covenants, as set forth more fully in the FiftyID SPA. The FiftyID Sellers. FiftyID and its subsidiaries have agreed (i) not to solicit or initiate discussions with any third party regarding acquisition proposals and (ii) to notify us of any indication or interest that could lead to an acquisition offer. Additionally, the FiftyID SPA gives customary termination rights to us and FiftyID.

FiftyID has entered into a share purchase agreement (the “CWE SPA 1”) with Constantine Wind Energy Limited (“CWE”) to acquire all of the issued and outstanding share capital of CWE Northwind Limited, CWE Endurance Limited and CWE DS Limited. FiftyID has entered into a share purchase agreement (the “CWE SPA 2”) with CWE and Wind Harvest Limited (“WHL”) to acquire all of the issued and outstanding share capital of CWE WH Limited (each such entity being acquired under CWE SPA 1 and CWE SPA 2, a “CWE Opco” and collectively, “CWE Opcos”, with all such shares constituting the “CWE Interests”), which own and operate, collectively, 51 wind projects in the U.K., for a purchase price of approximately £ (approximately $ based on the exchange rate as of , 2015) under CWE SPA1 and for a purchase price of approximately £ (approximately $ based on the exchange rate as of , 2015) under CWE SPA 2 in cash (including a deferred consideration component but subject to adjustment up or down based on the remeasurement). We are also a party to the CWE SPA 1 and CWE SPA 2 and have certain rights and obligations thereunder.

Pursuant to the CWE SPA 1 and CWE SPA 2, and upon the terms and subject to the conditions thereof, FiftyID shall purchase the CWE Interests from CWE, free and clear of all liens, except for permitted liens (the “CWE Acquisition 1”). At the closing of the CWE Acquisition 1, FiftyID shall pay (i) certain CWE Opco lenders an amount equal to certain agreed-upon CWE Opco indebtedness, and (ii) the CWE Opcos’ expenses in connection with the negotiation, execution, delivery and performance of the CWE SPA 1 and CWE SPA 2, which shall be subtracted from the cash consideration payable to CWE on the closing date. Additionally, a portion of the consideration payable by Fifty ID will be deducted from the cash consideration payable to CWE and WHL on the closing date if the wind projects at any of Gardrum, Jacobshall Farm, Rivestone, Fernibrae, Warren Farm and/or York Grounds are not commissioned and accredited at least five business days prior to the closing date. Any such heldback amount shall be paid by FiftyID to CWE and/or WHL, as applicable, if the relevant Projects are commissioned by December 31, 2015.

The cash consideration payable on the closing date is subject to a deferred consideration element and a post-closing adjustment to take account of the difference between the estimated and actual cash, assets and liabilities of the CWE Opcos at closing. In addition, the CWE SPA 1 and CWE SPA 2 contain a deferred consideration element and a mechanism for the remeasurement of the aggregate net income in respect of the wind projects being acquired. Depending on the results of such remeasurement, to be conducted by an independent expert, either FiftyID or CWE and/or WHL, as applicable, will pay the other the difference between the agreed initial value and the final value of the projects’ net income (calculated using the amount of the aggregate revised net income). The deferred consideration element, the remeasurement and the resulting payment shall take place and be payable by March 31, 2017.

Pursuant to each of the CWE SPA 1 and CWE SPA 2, we have provided a guarantee and indemnity to CWE and WHL in respect of certain of the payment obligations of FiftyID thereunder, subject to FiftyID becoming our direct or indirect subsidiary. These guarantees and indemnities will remain in force until all the guaranteed obligations of FiftyID shall have been performed or satisfied, subject to an earlier termination of the CWE SPA 1 and/or CWE SPA 2, in accordance with their respective terms.

FiftyID’s obligations to effect the CWE Acquisition 1 and related transactions are subject to the satisfaction or waiver of a number of conditions set forth in the CWE SPA 1 and the CWE SPA 2, including the following: (i) the absence of governmental orders or any litigation challenging or seeking to prohibit the CWE Acquisition 1, (ii) the absence of a material adverse effect in respect of the target group, (iii) CWE shall have received the third-party consents listed in the CWE SPA 1, (iv) all existing related party agreements in respect of CWE Opcos shall have been terminated, (v) this registration statement of which this prospectus forms a part shall have been declared effective by the SEC, (vi) the closing of this offering shall have occurred simultaneously with closing under the CWE SPA 1 and the CWE SPA 2, and (vii) other customary conditions. FiftyID’s obligations under the CWE SPA 1 are not subject to any other financing conditions.

The obligations of CWE and WHL to effect the CWE Acquisition 1 and related transactions are subject to the satisfaction or waiver of a number of conditions set forth in the CWE SPA 1, including items (i), (v), (vi) and (vii) above.

Each of the CWE SPA 1 and CWE SPA 2 includes representations and warranties and covenants of the parties customary for a transaction of this nature. Until the earlier of the termination of the CWE SPA 1 and the CWE SPA 2, and the respective closings thereunder, CWE, WHL and the CWE Opcos have agreed to operate the business and the business of any subsidiary in the ordinary course and have agreed to certain other operating covenants, as set forth more fully in CWE SPA 1 and CWE SPA 2. CWE and the CWE Opcos have agreed (i) not to solicit or initiate discussions with any third party regarding acquisition proposals and (ii) to notify FiftyID of any indication or interest that could lead to an acquisition offer. Additionally, each of the CWE SPA 1 and CWE SPA 2 gives customary termination rights to FiftyID and CWE.

FiftyID has entered into a share purchase agreement (the “CWE SPA 3”) with Constantine Wind Energy Limited (“CWE”) to acquire all of the issued and outstanding share capital (the “CWE Norwin Shares”) of CWE Norwin Limited (“CWE Norwin”), which owns and operates 17 wind projects in the U.K., for an aggregate purchase price of approximately £ (approximately $ based on the exchange rate as of , 2015) in cash (including a deferred consideration component but subject to adjustment up or down based on the remeasurement). We are also a party to the CWE SPA 3 and have certain rights and obligations thereunder.

Pursuant to the CWE SPA 3, and upon the terms and subject to the conditions thereof, FiftyID shall purchase the CWE Norwin Shares from CWE, free and clear of all liens, except for permitted liens (the “CWE Acquisition 2”). The closing under the CWE SPA 3 will take place not earlier than September 10, 2015, by which date the majority of the wind projects owned by CWE Norwin will become operational. At the closing of the CWE Acquisition 2, FiftyID shall pay (i) CWE Norwin lenders an amount equal to the outstanding CWE Norwin indebtedness, if any, and (ii) CWE Norwin’s expenses in connection with the negotiation, execution, delivery and performance of the CWE SPA 3, which shall be subtracted from the cash consideration payable to CWE on the closing date.

The cash consideration payable on the closing date is subject to a deferred consideration element and a post-closing adjustment to take account of the difference between the estimated and actual cash, assets and liabilities of CWE Norwin at closing. In addition, the CWE SPA 3 contains a deferred consideration element and a mechanism for the remeasurement of the aggregate net income in respect of the wind projects being acquired under the CWE SPA 3. Depending on the results of such remeasurement, to be conducted by an independent expert, either FiftyID or CWE will pay the other the difference between the agreed initial value and the final value of the projects’ net income (calculated using the amount of the aggregate revised net income). The deferred consideration element, remeasurement and the resulting payment shall take place by and be payable before March 31, 2017.

Pursuant to the CWE SPA 3, we have provided a guarantee and indemnity to CWE in respect of the payment obligations of FiftyID thereunder, subject to FiftyID becoming our direct or indirect subsidiary. This guarantee and indemnity will remain in force until all the guaranteed obligations of FiftyID shall have been performed or satisfied, subject to an earlier termination of the CWE SPA 3 in accordance with its terms.

FiftyID’s obligations to effect the CWE Acquisition 2 and related transactions are subject to the satisfaction or waiver of a number of conditions set forth in the CWE SPA 3, including the following: (i) the absence of governmental orders or any litigation challenging or seeking to prohibit the CWE Acquisition 2, (ii) the absence of a material adverse effect in respect of the target group, (iii) CWE shall have received the third-party consents listed in the CWE SPA 3, (iv) all existing related party agreements in respect of CWE Norwin shall have been terminated, (v) this registration statement of which this prospectus forms a part shall have been declared effective by the SEC, (vi) the closing of this offering shall have occurred simultaneously with closing under the CWE SPA 3, (vii) the 17 projects subject to the CWE SPA 3 shall have been commissioned and (viii) other customary conditions. FiftyID’s obligations under the CWE SPA 3 are not subject to any other financing conditions.

The obligations of CWE to effect the CWE Acquisition 2 and related transactions are subject to the satisfaction or waiver of a number of conditions set forth in the CWE SPA 3, including items (i), (v), (vi), (vii) and (viii) above.

The CWE SPA 3 includes representations and warranties and covenants of the parties customary for a transaction of this nature. Until the earlier of the termination of the CWE SPA 3 and the closing thereunder, CWE and CWE Norwin have agreed to operate the business and the business of any subsidiary in the ordinary course and have agreed to certain other operating covenants, as set forth more fully in the CWE SPA 3. CWE and CWE Norwin have agreed (i) not to solicit or initiate discussions with any third party regarding acquisition proposals and (ii) to notify FiftyID of any indication or interest that could lead to an acquisition offer. Additionally, the CWE SPA 3 gives customary termination rights to FiftyID and CWE.

FiftyID has entered into two share purchase agreements (each a “Mosscliff SPA,” and collectively the “Mosscliff SPAs”) with Andrew McLintock, David Wyllie and Romana Wyllie (each a “Mosscliff Seller”, and collectively the “Mosscliff Sellers”) to acquire all of the issued and outstanding share capital of Mosscliff Power Limited, Mosscliff Power 2 Limited and Mosscliff Power 5 Limited (each such entity, a “Mosscliff Opco” and collectively, “Mosscliff Opcos,” with all such shares constituting the “Mosscliff Interests”), which own and operate, collectively, four wind projects in the U.K., for an aggregate purchase price of approximately £ (approximately $ based on the exchange rate as of , 2015) in cash.

Pursuant to the Mosscliff SPAs, and upon the terms and subject to the conditions thereof, FiftyID shall purchase the Mosscliff Interests from the Mosscliff Sellers, free and clear of all liens (the “Mosscliff Acquisition”). At the closing of the Mosscliff Acquisition, FiftyID shall pay (i) certain Mosscliff Opco lenders an amount equal to certain agreed-upon Mosscliff Opco indebtedness, and (ii) the Mosscliff Opcos’ expenses in connection with the negotiation, execution, delivery and performance of the Mosscliff SPAs, which shall be subtracted from the cash consideration payable to the Sellers on the closing date. Additionally, at the closing of the Mosscliff Acquisition, FiftyID shall deliver to an escrow agent, as a contribution to the escrow fund, an amount equal to £ (approximately $ based on the exchange rate as of , 2015) in cash, which shall be subtracted from the cash consideration payable to the Mosscliff Sellers on the closing date. The escrow will remain in place for 18 months after the closing date.

The cash consideration payable on the closing date is subject to a post-closing adjustment to take account of the difference between the estimated and actual assets and liabilities of the Mosscliff Opcos at closing.

FiftyID’s obligations to effect the Mosscliff Acquisition and related transactions are subject to the satisfaction or waiver of a number of conditions set forth in the Mosscliff SPAs, including the following: (i) the absence of governmental orders or any litigation challenging or seeking to prohibit the Mosscliff Acquisition (ii) the absence of a material adverse effect in respect of the Mosscliff Opcos and certain subsidiaries, (iii) the Mosscliff Sellers shall have received the third-party consents listed in the Mosscliff SPAs, (iv) all existing related party agreements in respect of the Mosscliff Opcos shall have been terminated, (v) the registration statement of which this prospectus forms a part shall have been declared effective by the SEC, (vi) the closing of this offering shall have occurred simultaneously with closing under the Mosscliff SPAs, and (vii) other customary conditions. FiftyID’s obligations under the Mosscliff SPAs are not subject to any other financing conditions.

The obligations of the Mosscliff Sellers to effect the Mosscliff Acquisition and related transactions are subject to the satisfaction or waiver of a number of conditions set forth in the Mosscliff SPAs, including items (i), (v), (vi) and (vii) above.

The Mosscliff SPAs include representations and warranties and covenants of the parties customary for a transaction of this nature. Until the earlier of the termination of the respective Mosscliff SPA and the closing thereunder, the Mosscliff Sellers and the Mosscliff Opcos have agreed to operate the business and the business of any subsidiary in the ordinary course and have agreed to certain other operating covenants, as set forth more fully

in the Mosscliff SPAs. The Mosscliff Sellers and the Mosscliff Opcos have agreed (i) not to solicit or initiate discussions with any third party regarding acquisition proposals and (ii) to notify FiftyID of any indication or interest that could lead to an acquisition offer. Additionally, the Mosscliff SPAs give customary termination rights to FiftyID and the Mosscliff Sellers.

FiftyID will enter into share purchase agreements with Alfred Duncan, Alex Fowlie and David Green (each a “Muirden Seller”, and collectively the “Muirden Sellers”) to acquire all of the partnership interests in Leylodge Renewables LLP (“Muirden SPA 1”) and South Nittanshead Renewables LLP (“Muirden SPA 2”, and together with Muirden SPA 1, the “Muirden SPAs”) (each such entity, a “Muirden Opco” and collectively, “Muirden Opcos”, with all such interests constituting the “Muirden Interests”), each owning and operating one wind project in the UK, for an aggregate purchase price of approximately £ (approximately $ based on the exchange rate as of , 2015) in cash.

Pursuant to the Muirden SPAs, and upon the terms and subject to the conditions thereof, FiftyID shall purchase the Muirden Interests from the Muirden Sellers, free and clear of all liens (the “Muirden Acquisition”). At the closing of the Muirden Acquisition, FiftyID shall pay (i) certain Muirden Opco lenders an amount equal to certain agreed-upon Muirden Opco indebtedness, and (ii) the Muirden Opcos’ expenses in connection with the negotiation, execution, delivery and performance of the Muirden SPAs, which shall be subtracted from the cash consideration payable to the Muirden Sellers on the closing date.

FiftyID’s obligations to effect the Muirden Acquisition and related transactions are subject to the satisfaction or waiver of a number of conditions set forth in the Muirden SPAs, including the following: (i) the absence of governmental orders or any litigation challenging or seeking to prohibit the Muirden Acquisition, (ii) the absence of a material adverse effect in respect of the target group, (iii) the Muirden Sellers shall have received the third-party consents listed in the Muirden SPAs, (iv) all existing related party agreements in respect of the Muirden Opcos shall have been terminated, (v) this registration statement of which this prospectus forms a part shall have been declared effective by the SEC, (vi) the closing of this offering shall have occurred simultaneously with closing under the Muirden SPAs, and (vii) other customary conditions. In addition, in respect of Muirden SPA 2, the South Nittanshead wind project shall have been commissioned, subject to FiftyID’s right to waive this condition. FiftyID’s obligations under the Muirden SPAs are not subject to any other financing conditions.

The obligations of the Sellers to effect the Muirden Acquisition and related transactions are subject to the satisfaction or waiver of a number of conditions set forth in the Muirden SPAs, including items (i) and (vii) above, as well as the condition listed above in respect of the South Nittanshead wind project.

The Muirden SPAs include representations and warranties and covenants of the parties customary for a transaction of this nature. Until the earlier of the termination of the respective Muirden SPA and the closing thereunder, the Muirden Sellers and the Muirden Opcos have agreed to operate the business and the business of any subsidiary in the ordinary course and have agreed to certain other operating covenants, as set forth more fully in the Muirden SPAs. The Muirden Sellers and the Muirden Opcos have agreed (i) not to solicit or initiate discussions with any third party regarding acquisition proposals and (ii) to notify FiftyID of any indication or interest that could lead to an acquisition offer. Additionally, the Muirden SPAs give customary termination rights to FiftyID and the Muirden Sellers.

We are currently in negotiations with our initial Members to acquire the stock of the entities owning or the assets comprising the other projects in our Initial Portfolio.

LightBeam Electric Company is a Delaware corporation formed in 2008 to acquire and manage high quality clean and renewable electric generation projects. We have entered into a series of agreements described under “The Acquisitions” to acquire, concurrently with and as a condition to the completion of this offering, the projects constituting our Initial Portfolio owned by the Founding Companies. Upon the completion of this offering and the Acquisitions, we will own a diversified portfolio of projects with a total generating capacity of approximately 305 MW in the United Kingdom and the United States. See “Business—Our Initial Portfolio.” In addition, we have entered into Purchase Options with certain of our initial Members and additional developers with respect to certain of their solar and other projects with a total generating capacity of approximately 104 MW that are at or in the process of achieving commercial operation. The operating projects in our Initial Portfolio are currently operating under long-term O&M contracts described under “Business—Our Initial Portfolio—Typical Project Agreements—O&M Arrangements,” which we expect to retain through their termination dates.

As described under “The Acquisitions,” our initial Members will own an aggregate of shares of our common stock after the completion of the Acquisitions, or % of the outstanding shares of our common stock after the completion of this offering. In addition, we expect to issue concurrently with the completion of this offering and on the six-month anniversary of the completion of this offering an aggregate of shares of our common stock to our officers and certain employees and consultants. See “Management—Employment and Consulting Agreements with Our Named Executive Officers” and “Management—Post-IPO Share Awards.”

Certain of our U.K. solar projects are located on land leased from entities controlled by one of our directors, Angus Macdonald.

The asset management of certain of the U.K. projects in our Initial Portfolio will be performed by BSR, an entity controlled by Mr. Macdonald. We expect to pay approximately $ per year to BSR for such asset management services. See “Business—Organization of Our Business—Asset Management.” The operations and maintenance of the U.K. solar projects in our Initial Portfolio will be performed by BSR, as well. We expect to pay approximately $ per year to BSR for such operations and maintenance services. See “Business—Our Initial Portfolio—Typical Project Agreements—O&M Arrangements.” BSR will also provide us with engineering, procurement and construction services. We expect to pay approximately $ per year to BSR for such services.

In 2014, we transferred the development rights to prospective solar energy production sites at two BART stations in Lafayette, California and Orinda, California to LightBeam Development Company, LLC (“LDC”), an affiliate controlled by our Chairman and Chief Executive Officer, James Lavelle, and distributed all of the outstanding shares of LDC to its stockholders as a dividend.

In January 2015, we forgave loans in the aggregate amount of $374,563 made to Mr. Lavelle, and to his son, Troy Lavelle, who is one of our employees. In addition, we paid compensation to Troy Lavelle of $10,000, $120,000, $142,000 and $144,000 for each of 2011, 2012, 2013 and 2014, respectively.

It is the Company’s policy that any future transactions with directors, officers and affiliates will be approved by the Audit Committee and will be made on terms no less favorable to the Company than could be obtained from unaffiliated third parties.

The following table sets forth, after giving effect to the Acquisitions and this offering, certain information with respect to the beneficial ownership of our shares of common stock by:

The amounts and percentages of shares beneficially owned are reported on the basis of SEC regulations governing the determination of beneficial ownership of securities. Under SEC rules, a person is deemed to be a “beneficial” owner of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are not deemed to be outstanding for purposes of computing any other person’s percentage. Under these rules, more than one person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.

The percentage of beneficial ownership upon consummation of this offering is based on shares of common stock outstanding immediately after this offering, assuming the underwriters’ option to purchase additional shares is not exercised, which number is calculated after giving effect to the issuance and sale of shares of common stock in this offering.

Except as otherwise indicated in these footnotes, each of the beneficial owners listed will have, to our knowledge, sole voting and investment power with respect to the shares of capital stock, and the business address of each such beneficial owner is c/o LightBeam Electric Company, 400 Harbor Drive, Suite B, Sausalito, California 94965.

The following is a description of the material terms of our amended and restated certificate of incorporation and bylaws that will be in effect immediately prior to the consummation of this offering. Please see our forms of amended and restated certificate of incorporation and bylaws, copies of which have been filed as exhibits to the registration statement of which this prospectus forms a part.

Our amended and restated certificate of incorporation authorizes us to issue up to shares of common stock, $0.01 par value per share, and shares of preferred stock, $0.01 par value per share.

Following the completion of this offering and the Acquisitions, shares of common stock and no shares of preferred stock will be issued and outstanding.

The following description of our capital stock and provisions of our amended and restated certificate of incorporation and amended and restated bylaws are summaries and are qualified by reference to the amended and restated certificate of incorporation and the amended and restated bylaws as currently in effect. Copies of these documents have been filed with the Securities and Exchange Commission as exhibits to our registration statement, of which this prospectus forms a part.

Each holder of our common stock is entitled to one vote for each share of common stock on all matters submitted to a vote of the stockholders, including the election of directors. There will be no cumulative voting rights, which means that holders of a majority of the outstanding shares of our common stock will be able to elect all of the directors and holders of less than a majority of such shares will be unable to elect any director.

Subject to preferences that may be applicable to any then outstanding preferred stock, holders of our common stock are entitled to receive dividends, if any, as may be declared from time to time by our board of directors out of legally available funds.

In the event of our liquidation, dissolution or winding up, holders of our common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of any then outstanding shares of preferred stock.

Holders of our common stock have no preemptive, conversion, subscription or other rights, and there are no redemption or sinking fund provisions applicable to our common stock. The rights, preferences and privileges of the holders of our common stock are subject to and may be adversely affected by, the rights of the holders of shares of any series of our preferred stock that we may designate in the future. All outstanding shares of common stock are fully paid and nonassessable, and the shares of common stock to be issued under this prospectus, when they are paid for, will be fully paid and nonassessable.

Our board of directors has the authority, without further action by our stockholders, to issue up to shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof. These rights, preferences and privileges could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of such series, any or all of which may be greater than the rights of common stock. The issuance of our preferred stock could adversely affect the voting power of holders of common stock and the likelihood that such holders will receive dividend payments and payments upon liquidation. In addition, the issuance of preferred stock could have the effect of delaying, deferring or preventing a change of control of our company or other corporate action. No shares of preferred stock are currently outstanding, and we have no present plan to issue any shares of preferred stock.

Our amended and restated bylaws provide that, unless we consent in writing to the selection of an alternative forum, the federal and state courts in the State of Delaware will be the sole and exclusive forum for any derivative action or proceeding brought on our behalf, any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the company to us or our stockholders, any action asserting a claim arising pursuant to any provision of the DGCL, or any action asserting a claim governed by the internal affairs doctrine. Our amended and restated certificate of incorporation further provides that any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock is deemed to have notice of and consented to the foregoing provision. Although our amended and restated certificate of incorporation includes these provisions, it is possible that a court could rule that such provisions are inapplicable or unenforceable.

Our amended and restated certificate of incorporation provides for our board of directors to be divided into three classes, with staggered three-year terms. Only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Because our stockholders do not have cumulative voting rights, our stockholders holding a majority of the shares of common stock outstanding will be able to elect all of our directors. Our directors may be removed only for cause by the affirmative vote of the holders of a majority of shares of common stock outstanding. Our amended and restated certificate of incorporation and amended and restated bylaws provide that all stockholder action must be effected at a duly called meeting of stockholders and not by a consent in writing, and that only our board of directors or chairman of the board may call a special meeting of stockholders. In addition, our bylaws establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of our board of directors or a committee of our board of directors.

Our amended and restated certificate of incorporation requires a 66 2/3% stockholder vote for the amendment, repeal or modification of certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws relating to the classification of our board of directors, the requirement that stockholder actions be effected at a duly called meeting, and the designated parties entitled to call a special meeting of the stockholders. Subject to the exceptions described above, our board of directors will be authorized to adopt, or to alter or repeal our bylaws. The combination of the classification of our board of directors, the lack of cumulative voting and the 66 2/3% stockholder voting requirements will make it more difficult for our existing stockholders to replace our board of directors as well as for another party to obtain control of us by replacing our board of directors. Since our board of directors has the power to retain and discharge our officers, these provisions could also make it more difficult for existing stockholders or another party to effect a change in

management. In addition, the authorization of undesignated preferred stock makes it possible for our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of our company.

Under some circumstances, a purchaser of our voting securities that is a treated by FERC as a “public utility” or as a “holding company” may be required to obtain FERC approval under the FPA before consummating the securities purchase or exercising the resulting voting rights. Our amended and restated certificate of incorporation prohibits any such acquisition of shares of our common stock if FERC approval is required and has not been obtained. If we develop or acquire an electric generating project that holds FERC MBR authority, which is commonly applicable to generating facilities larger than 20 MW, similar pre-consummation FERC approval requirements apply, even to any purchaser of our securities with ten percent (10%) or greater voting rights. FERC approval in any such case would require the preparation and filing of a formal application, the completion of a public notice period (during which we and any other interested member of the public may intervene, and may thereby delay FERC action), and the receipt of an order on the merits from FERC. This process can consume anywhere from six weeks to six months or longer, depending on the facts and the energy-related market presence of the purchaser.

These provisions may have the effect of deterring hostile takeovers or delaying changes in control of our company or management. These provisions are intended to enhance the likelihood of continued stability in the composition of our board of directors and its policies and to discourage certain types of transactions that may involve an actual or threatened acquisition of us. These provisions are designed to reduce our vulnerability to an unsolicited acquisition proposal. The provisions also are intended to discourage certain tactics that may be used in proxy fights. However, such provisions could have the effect of discouraging others from making tender offers for our shares and, as a consequence, they also may inhibit fluctuations in the market price of our shares that could result from actual or rumored takeover attempts. Such provisions may also have the effect of preventing changes in our management.

We are subject to Section 203 of the DGCL, which prohibits a publicly-held Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years after the date that such stockholder became an interested stockholder, with the following exceptions:

In general, Section 203 defines an “interested stockholder” as an entity or person who, together with the person’s affiliates and associates, beneficially owns, or within three years prior to the time of determination of interested stockholder status did own, 15% or more of the outstanding voting stock of the corporation.

Our amended and restated certificate of incorporation and amended and restated bylaws provide that we will indemnify our directors and officers, and may indemnify our employees and other agents, to the fullest extent permitted by the DGCL, which prohibits our amended and restated certificate of incorporation from limiting the liability of our directors for the following:

If Delaware law is amended to authorize corporate action further eliminating or limiting the personal liability of a director, then the liability of our directors will be eliminated or limited to the fullest extent permitted by Delaware law, as so amended. Our amended and restated certificate of incorporation does not eliminate a director’s duty of care and, in appropriate circumstances, equitable remedies, such as injunctive or other forms of non-monetary relief, remain available under Delaware law. This provision also does not affect a director’s responsibilities under any other laws, such as the federal securities laws or other state or federal laws. Under our amended and restated bylaws, we will also be empowered to enter into indemnification agreements with our directors, officers, employees and other agents and to purchase insurance on behalf of any person whom we are required or permitted to indemnify.

In addition to the indemnification required in our amended and restated certificate of incorporation and amended and restated bylaws, we expect to enter into indemnification agreements with each of our current directors, officers, and some employees before the completion of this offering. These agreements provide for the indemnification of our directors, officers, and some employees for all reasonable expenses and liabilities incurred in connection with any action or proceeding brought against them by reason of the fact that they are or were our agents. We believe that these bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors, officers and employees. We also maintain directors’ and officers’ liability insurance.

The limitation of liability and indemnification provisions in our amended and restated certificate of incorporation and amended and restated bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might benefit us and our stockholders. A stockholder’s investment may be harmed to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the SEC, such

indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. There is no pending litigation or proceeding naming any of our directors or officers as to which indemnification is being sought, nor are we aware of any pending or threatened litigation that may result in claims for indemnification by any director or officer.

We intend to apply to list our common stock on the New York Stock Exchange under the symbol “LEC.”

The transfer agent and registrar for our common stock is Computershare Trust Company, N.A.

Upon the completion of this offering, we will have outstanding shares of common stock. Of these shares, shares (or shares if the underwriters elect to exercise their over-allotment option in full) will be freely transferable without restriction or further registration under the Securities Act by persons other than “affiliates,” as that term is defined in Rule 144 under the Securities Act. Generally, the balance of our outstanding shares (other than as described below under “—Form S-8 Registration Statement” are “restricted securities” within the meaning of Rule 144 under the Securities Act, subject to the limitations and restrictions that are described below. Restricted securities may be sold in the public market only if registered or if they qualify for an exemption from registration under the Securities Act, such as Rule 144 or Rule 701 promulgated thereunder.

In connection with this offering, we, our named directors, officers and certain of the stockholders of our initial Members have agreed, subject to certain exceptions, not to sell, transfer, offer, dispose of or hedge any shares of our common stock or securities convertible into or exchangeable for shares of our common stock, for the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus, except with the prior written consent of the representative of the underwriters. See “Underwriting.”

In general, under Rule 144 as in effect on the date of this prospectus, beginning 90 days after the date of this prospectus, a person (or persons whose shares are required to be aggregated) who is an affiliate of ours is entitled to sell in any three-month period a number of shares that does not exceed the greater of:

provided that, in the case of restricted securities, at least six months have elapsed since the later of the date such shares were acquired from us or any of our affiliates.

Sales by our affiliates under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about us. An “affiliate” of ours is a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with us.

Under Rule 144, a person (or persons whose shares are required to be aggregated) who is not deemed to have been an affiliate of ours at any time during the 90 days preceding a sale, and who holds shares of our common stock that are restricted securities, may sell such shares provided that at least six months have elapsed since the later of the date such shares were acquired from us or from any of our affiliates and subject to the availability of current information about us. If at least one year has elapsed since the later of the date such shares were acquired from us or from any of our affiliates, a non-affiliate of ours may sell such shares without restriction under Rule 144.

In general, under Rule 701 as in effect on the date of this prospectus, any of our employees, directors, officers, consultants or advisors who purchased shares from us in reliance on Rule 701 in connection with a compensatory stock or option plan or other written agreement before the date of this prospectus, or who purchased shares from us after that date upon the exercise of options granted before that date, are eligible to

resell such shares 90 days after the date of this prospectus in reliance upon Rule 144. If such person is not an affiliate, such sale may be made subject only to the manner of sale provisions of Rule 144. If such a person is an affiliate, such sale may be made under Rule 144 without compliance with the holding period requirement, but subject to the other Rule 144 restrictions described above.

In conjunction with this offering, we expect to file a registration statement on Form S-8 under the Securities Act that will register up to shares issuable pursuant to awards granted under the 2015 Incentive Plan or reserved for issuance under such Plan. That registration statement will become effective upon filing, and the shares covered by such registration statement will be eligible for sale in the public market immediately after the effective date of such registration statement, subject to Rule 144 limitations (other than with respect to the holding period requirement) applicable to affiliates.

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF COMMON STOCK

The following is a general discussion of the material U.S. federal income tax considerations with respect to the acquisition, ownership and disposition of our common stock applicable to non-U.S. holders (as defined below) who purchase our common stock pursuant to this offering. This discussion is based on current provisions of the Code), existing and proposed U.S. Treasury regulations promulgated thereunder, and administrative rulings and court decisions in effect as of the date hereof, all of which are subject to change at any time, possibly with retroactive effect. No ruling has been or will be sought from the Internal Revenue Service, with respect to the matters discussed below, and there can be no assurance the IRS will not take a contrary position regarding the tax consequences of the acquisition, ownership or disposition of our common stock, or that any such contrary position would not be sustained by a court.

For the purposes of this discussion, the term “non-U.S. holder” means a beneficial owner of our common stock that is not for U.S. federal income tax purposes any of the following:

It is assumed in this discussion that a non-U.S. holder holds shares of our common stock as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all aspects of U.S. federal income taxation that may be important to a non-U.S. holder in light of such holder’s particular circumstances or that may be applicable to holders subject to special treatment under U.S. federal income tax laws (including, for example, financial institutions, dealers in securities, traders in securities that elect mark-to-market treatment, insurance companies, tax-exempt entities, holders who acquired our common stock pursuant to the exercise of employee stock options or otherwise as compensation, controlled foreign corporations, passive foreign investment companies, entities or arrangements treated as partnerships for U.S. federal income tax purposes, holders subject to the alternative minimum tax, certain former citizens or former long-term residents of the United States, holders deemed to sell our common stock under the constructive sale provisions of the Code and holders who hold our common stock as part of a straddle, hedge, synthetic security or conversion transaction), nor does it address any aspects of the unearned income Medicare contribution tax enacted pursuant to the Health Care and Education Reconciliation Act of 2010. In addition, except to the extent provided below, this discussion does not address U.S. federal tax laws other than those pertaining to the U.S. federal income tax, nor does it address any aspects of U.S. state, local or non-U.S. taxes. Accordingly, prospective investors are encouraged to consult with their own tax advisors regarding the U.S. federal, state, local, non-U.S. income and other tax considerations of acquiring, holding and disposing of shares of our common stock.

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds shares of our common stock, the tax treatment of a partner generally will depend on the status of the partner and the activities of the partnership. Partnerships holding our common stock and partners in such partnerships are urged to consult their tax advisors as to the particular U.S. federal income tax consequences of acquiring, holding and disposing of our common stock.

THIS SUMMARY IS NOT INTENDED TO CONSTITUTE A COMPLETE DESCRIPTION OF ALL TAX CONSEQUENCES RELATING TO THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK. HOLDERS OF OUR COMMON STOCK ARE ENCOURAGED TO CONSULT WITH THEIR TAX ADVISORS REGARDING THE TAX CONSEQUENCES TO THEM (INCLUDING THE APPLICATION AND EFFECT OF ANY STATE, LOCAL, NON-U.S. INCOME AND OTHER TAX LAWS) OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK.

Generally we or certain financial middlemen must report annually to the IRS and to each non-U.S. holder the amount of dividends paid to, and the tax withheld with respect to, each non-U.S. holder. These reporting requirements apply regardless of whether withholding was reduced or eliminated. Copies of this information also may be made available under the provisions of a specific treaty or agreement with the tax authorities in the country in which the non-U.S. holder resides or is established.

U.S. backup withholding (currently at a rate of 28%) is imposed on certain payments to persons that fail to furnish the information required under the U.S. information reporting requirements. Dividends paid to a non-U.S. holder of our common stock generally will be exempt from backup withholding if the non-U.S. holder provides to us or our paying agent a properly executed IRS Form W-8BEN, W-8BEN-E or W-8ECI (as applicable) or otherwise establishes an exemption.

Under U.S. Treasury regulations, the payment of proceeds from the disposition of our common stock by a non-U.S. holder effected at a U.S. office of a broker generally will be subject to information reporting and backup withholding, unless the beneficial owner, under penalties of perjury, certifies, among other things, its status as a non-U.S. holder or otherwise establishes an exemption. The certification procedures described in the above paragraph will satisfy these certification requirements as well. The payment of proceeds from the disposition of our common stock by a non-U.S. holder effected at a non-U.S. office of a broker generally will not be subject to backup withholding and information reporting, except that information reporting (but generally not backup withholding) may apply to payments if the broker is:

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules from a payment to a non-U.S. holder can be credited against the non-U.S. holder’s U.S. federal income tax liability, if any, and any excess refunded, provided that the required information is furnished to the IRS in a timely manner.

Withholding taxes may be imposed under Sections 1471 to 1474 of the Code (such Sections commonly referred to as the Foreign Account Tax Compliance Act, or “FATCA”) on certain types of payments made to non-U.S. financial institutions and certain other non-U.S. entities. Specifically, a 30% withholding tax may be imposed on dividends paid on, or gross proceeds from the sale or other disposition of, our common stock paid to a “foreign financial institution” or a “non-financial foreign entity” (each as defined in the Code), unless (1) the foreign financial institution undertakes certain diligence and reporting obligations, (2) the non-financial foreign

entity either certifies it does not have any “substantial United States owners” (as defined in the Code) or furnishes identifying information regarding each substantial United States owner, or (3) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in (1) above, it must enter into an agreement with the U.S. Department of the Treasury requiring, among other things, that it undertake to identify accounts held by certain “specified United States persons” or “United States-owned foreign entities” (each as defined in the Code), annually report certain information about such accounts, and withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules.

Under the applicable Treasury Regulations and IRS guidance, withholding under FATCA generally will apply to payments of dividends on our common stock, and on or after January 1, 2017 will apply to payments of gross proceeds from the sale or other disposition of such stock.

Prospective investors should consult their tax advisors regarding the potential application of withholding under FATCA to their investment in our common stock.

Generally distributions will constitute dividends for U.S. federal income tax purposes to the extent paid from current and accumulated earnings and profits, as determined for U.S. federal income tax purposes. Amounts not treated as dividends for U.S. federal income tax purposes will constitute a return of capital and will first reduce a non-U.S. holder’s adjusted basis in our common stock, but not below zero. Any excess will be treated as capital gain from the sale of our common stock in the manner described under “—Gain on Sale or Other Disposition of Our Common Stock” below.

In general, dividends, if any, paid by us to a non-U.S. holder will be subject to U.S. withholding tax at a rate of 30% of the gross amount (or a reduced rate prescribed by an applicable income tax treaty). Notwithstanding the foregoing, dividends effectively connected with a U.S. trade or business, and, if required by an applicable income tax treaty, attributable to a permanent establishment of the non-U.S. holder, generally will not be subject to U.S. withholding tax if the non-U.S. holder provides the applicable withholding agent with certain forms, including IRS Form W-8ECI (or any successor form), and generally will be subject to U.S. federal income tax on a net income basis, in the same manner as if the non-U.S. holder were a U.S. person. A non-U.S. holder that is a corporation and receives effectively connected dividends may also be subject to an additional “branch profits tax” imposed at a 30% rate (or lower treaty rate), subject to certain adjustments.

Under applicable U.S. Treasury regulations, a non-U.S. holder is required to satisfy certain certification requirements in order to claim a reduced rate of withholding pursuant to an applicable income tax treaty (including providing the applicable withholding agent with an IRS Form W-8BEN, W-8BEN-E or other appropriate form, certifying such non-U.S. holder’s entitlement to benefits under a treaty). Non-U.S. holders that do not timely provide the required certification, but that qualify for a reduced treaty rate, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Non-U.S. holders should consult their tax advisors regarding their entitlement to benefits under an applicable income tax treaty.

In general, a non-U.S. holder will not be subject to U.S. federal income tax on any gain realized upon the sale or other disposition of our common stock unless:

Gain described in the first bullet point above will be subject to U.S. federal income tax on a net income basis at the regular graduated U.S. federal income tax rates in much the same manner as if such holder were a resident of the United States. A non-U.S. holder that is a corporation may also be subject to an additional branch profits tax equal to 30% (or such lower rate specified by an applicable income tax treaty) of its effectively connected earnings and profits for the taxable year, as adjusted for certain items. Non-U.S. holders should consult any applicable income tax treaties that may provide for different rules.

Gain recognized by an individual described in the second bullet point above will be subject to U.S. federal income tax at a flat 30% rate (or such lower rate specified by an applicable income tax treaty), but may be offset by U.S.-source capital losses (even though the individual is not considered a resident of the United States), provided that the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses.

With respect to the third bullet point above, we believe that we currently are not, and do not anticipate becoming, a USRPHC. Because the determination of whether we are a USRPHC depends on the fair market value of our interests in real property located within the United States relative to the fair market value of our interests in real property located outside the United States and our other business assets, however, there can be no assurance that we will not become a USRPHC in the future. Even if we were or were to become a USRPHC at any time during the shorter of the five-year period preceding a disposition and the non-U.S. holder’s holding period, generally gains realized upon a disposition of shares of our common stock by a non-U.S. holder that did not directly or indirectly own more than 5% of our common stock during this period would not be subject to U.S. federal income tax, provided that our common stock is “regularly traded on an established securities market” (within the meaning of Section 897(c)(3) of the Code). We expect our common stock to be “regularly traded” on an established securities market, although we cannot guarantee it will be so traded.

We and the underwriters named below have entered into an underwriting agreement with respect to the shares being offered. Subject to certain conditions, each underwriter has severally agreed to purchase the number of shares indicated in the following table. BMO Capital Markets Corp. is the representative of the underwriters.

The underwriters are committed to take and pay for all of the shares being offered, if any are taken, other than the shares covered by the option described below unless and until that option is exercised.

The underwriters have an option to buy up to an additional shares from us to cover sales by the underwriters of a greater number of shares than the total number set forth in the table above. They may exercise this option for 30 days after the date of this prospectus. If any shares are purchased pursuant to this option, the underwriters will severally purchase shares in approximately the same proportion as set forth in the table above, and the underwriters will offer the additional shares on the same terms as those on which the shares are being offered.

The underwriters propose to offer the shares of our common stock directly to the public at the initial public offering price set forth on the cover of this prospectus and to certain dealers at that price less a concession not in excess of $ per share. After the initial public offering of the shares, the offering price and the selling concession may be changed by the underwriters.

The following table shows the per share and total underwriting discounts and commissions to be paid to the underwriters assuming both no exercise and full exercise of the underwriters’ option to purchase additional shares.

We estimate that the total expenses of the offering, including registration, filing and listing fees, printing fees and legal and accounting expenses, but excluding underwriting discounts and commissions, will be approximately $ , all of which will be paid by us. We have agreed to reimburse the underwriters for up to a maximum of $ relating to the clearance of this offering with the Financial Industry Regulatory Authority, Inc., as set forth in the underwriting agreement.

We, our named directors, officers and certain of the stockholders of our initial Members have agreed with the underwriters, subject to certain exceptions, not to sell, transfer, offer, dispose of or hedge any shares of our common stock or securities convertible into or exchangeable for shares of our common stock during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus, except with the prior written consent of BMO Capital Markets Corp. See “Shares Eligible for Future Sale” for a discussion of certain transfer restrictions.

Prior to the offering, there has been no public market for our common stock. The initial public offering price will be negotiated among us and the representative. Among the factors to be considered in determining the initial public offering price of the shares, in addition to prevailing market conditions, will be our historical performance, estimates of our business potential and earnings prospects, an assessment of our management and the consideration of the above factors in relation to market valuation of companies in related businesses.

In connection with the offering, the underwriters may purchase and sell shares of our common stock in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in the offering, and a short position represents the amount of such sales that have not been covered by subsequent purchases. A “covered short position” is a short position that is not greater than the amount of additional shares for which the underwriters’ option described above may be exercised. The underwriters may cover any covered short position by either exercising their option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to cover the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase additional shares pursuant to the option described above. “Naked” short sales are any short sales that create a short position greater than the amount of additional shares for which the option described above may be exercised. The underwriters must cover any such naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common stock in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of various bids for or purchases of common stock made by the underwriters in the open market prior to the completion of the offering.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representative has repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

Purchases to cover a short position and stabilizing transactions, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline in the market price of our stock, and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of the common stock. As a result, the price of our common stock may be higher than the price that otherwise might exist in the open market. The underwriters are not required to engage in these activities and may end any of these activities at any time. These transactions may be effected on The New York Stock Exchange, in the over-the-counter market or otherwise.

The underwriters do not expect sales to discretionary accounts to exceed five percent of the total number of shares offered.

We have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act of 1933.

A prospectus in electronic format may be made available on websites maintained by one or more underwriters, or selling group members, if any, participating in this offering. The representative may agree to allocate a number of shares of our common stock to underwriters for sale to their online brokerage account holders. Internet distributions will be allocated by the representative to underwriters that may make Internet distributions on the same basis as other allocations.

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Certain of the underwriters and their respective affiliates have provided, and may in the future provide, a variety of these services to the issuer and to persons and entities with relationships with the issuer, for which they received or will receive customary fees and expenses.

In the ordinary course of their various business activities, the underwriters and their respective affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for

their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities and/or instruments of the issuer (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with the issuer. The underwriters and their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments.

In relation to each member state of the European Economic Area which has implemented the Prospectus Directive, each referred to herein as a “Relevant Member State,” with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State, referred to herein as the “Relevant Implementation Date,” no offer of any securities which are the subject of the offering contemplated by this prospectus has been or will be made to the public in that Relevant Member State other than any offer where a prospectus has been or will be published in relation to such securities that has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the relevant competent authority in that Relevant Member State in accordance with the Prospectus Directive, except that with effect from and including the Relevant Implementation Date, an offer of such securities may be made to the public in that Relevant Member State:

provided that no such offer of securities shall require us or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer to the public” in relation to any securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to purchase or subscribe for the securities, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

Neither this prospectus nor any other offering material relating to the shares described in this prospectus has been submitted to the clearance procedures of the Autorité des Marchés Financiers or of the competent authority of another member state of the European Economic Area and notified to the Autorité des Marchés Financiers. The shares have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in France. Neither this prospectus nor any other offering material relating to the shares has been or will be:

The shares may be resold directly or indirectly, only in compliance with articles L.411-1, L.411-2, L.412-1 and L.621-8 through L.621-8-3 of the French Code monétaire et financier.

The securities may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange, or SIX, or on any other stock exchange or regulated trading facility in Switzerland. This prospectus has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this prospectus nor any other offering or marketing material relating to the securities or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this prospectus nor any other offering or marketing material relating to the offering, us or the securities have been or will be filed with or approved by any Swiss regulatory authority. In particular, this prospectus will not be filed with, and the offer of securities will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA, and the offer of securities has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes, or “CISA.” The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of securities.

This prospectus is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, referred to herein as the Order, and/or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order and other persons to whom it may lawfully be communicated. Each such person is referred to herein as a “Relevant Person.”

This prospectus and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a Relevant Person should not act or rely on this document or any of its contents.

We have not authorized and do not authorize the making of any offer of securities through any financial intermediary on their behalf, other than offers made by the underwriters with a view to the final placement of the securities as contemplated in this prospectus. Accordingly, no purchaser of the securities, other than the underwriters, is authorized to make any further offer of the securities on behalf of us or the underwriters.

The validity of the shares of common stock offered hereby will be passed upon for us by Morgan, Lewis & Bockius LLP, New York, New York. Morgan, Lewis & Bockius LLP owns shares of our common stock representing less than 1% of the outstanding shares of our common stock. The underwriters are being represented by Davis Polk & Wardwell LLP, New York, New York, in connection with this offering.

The consolidated financial statements of LightBeam Electric Company (formerly LightBeam Energy, Inc.), included in this prospectus have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing herein (which report expresses an unqualified opinion on the consolidated financial statements and includes an explanatory paragraph referring to substantial doubt over going concern, as described in Note 2 and an explanatory paragraph referring to the restatement of the 2013 consolidated financial statements for the correction of misstatements, as described in Note 14). Such consolidated financial statements have been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The combined financial statements of Bake Farm Solar Park Limited, Crowpitts Solar Park Limited, Hadlow Solar Park Limited, Newlands Farm Solar Park Limited, North Farm Solar Farm Limited, Owl’s Hatch Solar Park Limited, and Southfield Farm Solar Park Limited (collectively, the Company, Solar Power Generation Portfolio) as of June 30, 2014 and 2013 and for the year ended June 30, 2014 and the period from February 13, 2013 (date of inception) through June 30, 2013, included in this prospectus have been audited by Deloitte LLP, an independent registered public accounting firm, as stated in their report appearing herein (which report expresses an unqualified opinion on the combined financial statements and includes an explanatory paragraph referring to substantial doubt over going concern, as described in Note 2). Such combined financial statements have been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The consolidated financial statements of Green States Energy, Inc. and Subsidiaries included in this prospectus have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing herein. Such consolidated financial statements have been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The consolidated financial statements of Global Ampersand LLC and Subsidiaries included in this prospectus have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing herein (which report expresses an unqualified opinion on the consolidated financial statements and includes an explanatory paragraph referring to substantial doubt over going concern, as described in Note 2 and an explanatory paragraph referring to the restatement of the 2013 consolidated financial statements for the correction of misstatements, as described in Note 10). Such consolidated financial statements have been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The combined financial statements of Constantine Wind Energy (CWE) North Limited, CWE Northwind 2 Limited, CWE Endurance Limited, CWE DS Limited, and CWE WH Limited and its wholly owned subsidiaries (collectively, the Constantine Wind Energy Portfolio) as of and for the years ended December 31, 2014 and 2013, included in this prospectus have been audited by Deloitte LLP, independent auditors, as stated in their report appearing herein (which report expresses an unmodified opinion and includes an emphasis-of-matter paragraph relating to substantial doubt over going concern, as described in Note 2), and are included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The combined financial statements of South Nittanshead Renewables LLP and Leylodge Renewables LLP (collectively, the Muirden Energy Portfolio) as of December 31, 2014 and 2013 and for the years ended December 31, 2014 and 2013, included in this prospectus have been audited by Deloitte LLP, independent auditors, as stated in their report appearing herein (which report expresses an unmodified opinion and includes an emphasis-of-matter paragraph relating to substantial doubt over going concern and the restatement of previously issued financial statements, as described in Note 2 and Note 10, respectively), and are included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The combined financial statements of Mosscliff Power Limited, Mosscliff Power 2 Limited, and Mosscliff Power 5 Limited (collectively, the Mosscliff Power Portfolio) as of December 31, 2014 and 2013 and for the years ended December 31, 2014 and 2013 included in this prospectus have been audited by Deloitte LLP, independent auditors, as stated in their report appearing herein (which report expresses an unmodified opinion and includes an emphasis-of-matter paragraph relating to substantial doubt over going concern and the restatement of previously issued financial statements, as described in Note 2 and Note 11, respectively), and are included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

We have filed with the SEC a registration statement on Form S-1 regarding the shares of our common stock to be sold in this offering. This prospectus, which constitutes part of this registration statement, does not contain all of the information found in the registration statement. For further information regarding us and the shares of common stock offered by this prospectus, you may desire to review the full registration statement, including its exhibits and schedules. Copies of the materials may also be obtained from the SEC without charge by writing to the public reference room maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330.

The SEC also maintains a web site on the Internet at http://www.sec.gov where you can find reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Our registration statement, of which this prospectus forms a part, can be downloaded from the SEC’s web site and can also be inspected and copied at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.

You should rely only on the information contained in this prospectus or in any free writing prospectus we may authorize to be delivered to you. We have not, and the underwriters have not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where an offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate as of the date on the front cover of this prospectus only. Our business, financial condition, results of operations and prospects, including our ability to pay distributions on the shares, may have changed since that date.

Upon the completion of this offering, we will file with or furnish to the SEC periodic reports and other information. These reports and other information may be inspected and copied at the public reference facilities maintained by the SEC or obtained from the SEC’s website as provided above. Our website is located at www.lightbeamelectric.com and we make our periodic reports and other information filed with or furnished to the SEC available, free of charge, through our website, as soon as reasonably practicable after those reports and other information are electronically filed with or furnished to the SEC. Information on our website or any other website is not incorporated by reference into this prospectus and does not constitute a part of this prospectus.

We have audited the accompanying consolidated balance sheets of LightBeam Electric Company and subsidiaries (formerly LightBeam Energy, Inc.) (the “Company”) as of December 31, 2014 and 2013, and the related consolidated statements of operations, changes in stockholders’ (deficit) equity, and cash flows for each of the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of LightBeam Electric Company and subsidiaries (formerly LightBeam Energy, Inc.), as of December 31, 2014 and 2013, and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has incurred losses from operations, had no operating revenues, and is dependent upon obtaining adequate financing to meet its obligations. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

As discussed in Note 14 to the consolidated financial statements, the accompanying consolidated 2013 financial statements have been restated to correct certain misstatements.

The accompanying notes are an integral part of these consolidated financial statements.

LightBeam Electric Company, formerly LightBeam Energy, Inc. (the “Company”), was incorporated in the state of Delaware on September 22, 2008. Throughout the year ended December 31, 2013, the consolidated financial statements included the results of the Company and its subsidiaries, consisting of LightBeam Development Company (LDC) and Gridley WWTP LLC (collectively, the Company).

The Company’s initial business strategy involved identifying locations in northern California as prospective sites for the installation of solar power generating facilities and carrying out the permitting process for the development of these facilities. The Company had investments in three planned solar energy facilities in Gridley, California, Orinda, California and Lafayette, California at the Bay Area Rapid Transit (BART) stations. The Company has incurred legal, engineering, consulting and other costs related to acquiring power purchase agreements, leases, permits, authorizations, and other intangible assets.

In September 2013, the Company determined that it would separate its project development efforts from its operating projects. The Company assigned its interests in projects under development to LDC. In conjunction with this transaction, the Company issued a dividend to the stockholders of record as of September 13, 2013, in the form of a transfer of the Company’s ownership interests in LDC. The actual assignment of the rights in the development projects and the transfer of the shares in LDC took place in May 2014. On the date of the assignment, the Company transferred its shares in LDC to stockholders of record and recorded a charge to accumulated deficit in the amount of $529,222, which represents carrying value of the asset on the date of transfer. At the time of the transfer the stockholders of LDC held the same pro rata interests in LDC as they held in the Company as of September 13, 2013.

On September 3, 2014, the Company sold 100% of its membership interests in Gridley WWTP LLC to an unaffiliated third party. For further discussion refer to Note 6.

The following presents the components of changes in the development projects balance during the year ended 2014:

During 2013 and 2014, the Company expanded its business strategy to include the planned identification, acquisition, and operation of existing renewable energy projects throughout the world. The Company has negotiated with several owners of renewable energy facilities in the United Kingdom and the United States who indicated their intent to sell their projects to the Company. The Company plans to consummate the acquisition of these projects concurrently with the completion of an initial public offering of its common stock in 2015.

These consolidated financial statements have been prepared on a going concern basis, which assumes the realization of assets and settlement of liabilities in the normal course of business.

As shown in the accompanying consolidated financial statements, the Company has had negative cash flows from operations for the years ended December 31, 2014 and 2013. The Company has not generated operating revenues during the years ended December 31, 2014 and 2013. Since its inception, the Company has been funded through proceeds from the issuance of common stock.

The Company’s ability to continue as a going concern is dependent on its ability to obtain equity financing through the further issuance of common stock and on the successful execution of an initial public offering of its common stock. There is no assurance that additional funding will be available when needed, or at all, which casts substantial doubt on the Company’s ability to continue as a going concern.

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and pursuant to the rules and regulations of the Securities and Exchange Commission. These financial statements include the accounts of LightBeam Electric Company and entities controlled by the Company. The Company has eliminated intercompany transactions and balances in its financial statements.

The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant accounting estimates relate to impairment of long-lived assets, financing costs of Gridley WWTP and the valuation allowance for deferred tax assets. Actual results could differ from those estimates.

Cash and cash equivalents consist of all cash balances and highly-liquid investments with original maturities of three months or less. The Company maintains cash and cash equivalents, which consist principally of demand deposits with high credit quality financial institutions. The Company periodically assesses the financial conditions of financial institutions and believes the risk of loss to be remote.

Deferred costs of initial public offering, consisting of legal, accounting and other fees and costs relating to the initial public offering are deferred. The deferred offering costs will be offset against the proceeds received from the initial public offering. In the event the offering is terminated, all of the deferred offering costs will be charged to expense.

The Company capitalizes certain internal use software costs. Certain costs incurred by the Company’s personnel and outside consultants who are directly associated with software development are capitalized, as well as the cost of any purchased software. Once placed into service, these costs are then amortized over three years.

The Company believes that the carrying value of cash and cash equivalents, accounts payable and salaries and payroll taxes payable is a reasonable estimate of fair value.

The Company capitalizes all expenditures directly related to the pre-development of its projects. These expenditures include legal fees, consulting fees, costs related to acquiring power purchase agreements, permits and authorizations regarding installation and operation of the power generating facilities, related geotechnical and environmental site assessments fees and similar reports. The Company will start amortizing on a straight-line basis over the estimated useful life of the asset once placed in service.

The Company periodically evaluates its investments in long-lived assets for impairment to determine whether events have occurred that would trigger an evaluation of the recoverability of the recorded amounts.

The Company has presented loans to an officer and employee as a reduction of equity. Loans to officer and employee totaled $374,565 and $349,565 as of December 31, 2014 and 2013, respectively. In January 2015, the Company forgave $374,565 of outstanding loans to officer and employee, which represented the entire balance of the loans as of that date.

Fees paid in cash or common stock to individuals for introducing prospective investors to the Company have been charged directly to additional paid-in capital upon issuance of common stock to the prospective investor. Fees paid for introducing prospective acquisitions to the Company have been charged to expense as incurred.

The Company issues common stock to individuals in exchange for consulting services. The fair value of common stock issued for consulting services has been charged to the general and administrative expenses classification within the accompanying consolidated statements of operations.

The Company accounts for income taxes under the liability method, which requires recognition of deferred tax assets, subject to valuation allowances, and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting and income tax purposes. The Company considers many factors when assessing the likelihood of future realization of deferred tax assets, including recent cumulative earnings experience by taxing jurisdiction, expectations of future taxable income or loss, the carry-forward periods available for tax reporting purposes, and other relevant factors. A valuation allowance is established if it is more likely than not that all or a portion of the net deferred tax assets will not be realized. In assessing the adequacy of recorded valuation allowances, the Company considers a variety of factors including the scheduled reversal of deferred tax liabilities, future taxable income and prudent and feasible tax planning strategies. If substantial changes in the Company’s ownership should occur, as defined in Section 382 of the Internal Revenue Code, there could be significant limitations on the amount of net loss carry forwards that could be used to offset future taxable income.

The Company follows applicable authoritative guidance on accounting for uncertainty in income taxes, which, among other things, prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return, and provides guidance on derecognition, classification, interest, and penalties, accounting in interim periods, disclosure and transition. The amount recognized is subject to estimate and management judgment with respect to the likely outcome of each uncertain tax position. The amount that is ultimately sustained for an individual uncertain tax position or for all uncertain tax positions in the aggregate could differ from the amount recognized. As of December 31, 2014 and 2013, the Company had no uncertain tax positions and no unrecognized tax benefits. Penalties and interest if assessed by income tax authorities are included in general and administrative expenses. For the years ended December 31, 2014 and 2013, the Company did not incur any penalties or interest.

adoption permitted. The adoption of ASU 2014-12 is not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

Specifically, the new standard defines substantial doubt, requires assessments each annual and interim period, provides an assessment period of one year from the issuance date, and requires disclosures both when substantial doubt is alleviated by management’s plans and when substantial doubt remains unalleviated. ASU 2014-15 will be effective for annual periods ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company is currently in the process of evaluating the impact of adoption of this ASU on the Company’s consolidated financial statements.

In May 2014, The FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. This ASU supersedes the revenue recognition requirements in Accounting Standards Codification 605—Revenue Recognition and most industry-specific guidance throughout the Codification. The standard requires that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services.

In doing so, companies will need to use more judgment and make more estimates than under today’s guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. This ASU is effective on January 1, 2017 and should be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the ASU recognized at the date of initial application. The Company is currently in the process of evaluating the impact of adoption of this ASU on the Company’s consolidated financial statements.

The Company’s authorized capital consists of 30,000 shares of common stock, par value of $0.01 per share.

On December 29, 2014, the Company received $2,200,000 from various investors for the future issuance of common stock. Subsequent to December 31, 2014, 416 shares of common stock have been issued to investors related to $2,100,000 of the $2,200,000 received. The $2,200,000 was reflected as a current liability on the consolidated balance sheet as of December 31, 2014.

The Company is currently leasing its offices in Sausalito, California, on a month-to-month rental agreement at the rate of $3,152 per month. The Company is currently paying for the leasing of one automobile at a monthly rate of approximately $470 through June 2015.

On September 3, 2014, the Company sold 100% of its membership interests in LightBeam Power Company Gridley WWTP LLC (Gridley WWTP LLC) to an unaffiliated third party, for a sales price of $50,000 which was financed entirely by the Company.

The Company has an option to repurchase Gridley WWTP LLC and, if exercised, the $50,000 will be applied against the repurchase price or, if LightBeam does not repurchase the facility, the receivable is due in 12 monthly installments beginning on the first day of the first calendar month after LightBeam’s repurchase option expires.

At the time of the sale, Gridley WWTP LLC’s assets consisted of deferred costs related to several agreements for a power generating project, including a power purchase agreement with the City of Gridley, California, a lease with the City of Gridley whereby Gridley WWTP LLC obtained the right to install and operate the generating facility on the site, an option agreement whereby the City of Gridley has the right to purchase the project upon the satisfaction of certain conditions, permits and authorizations regarding the installation and operation of the power generating facility, and related geotechnical, environmental site assessments and similar reports.

Under the September 3, 2014 agreement, the Company has the right, but not the obligation, to repurchase the membership interests of Gridley WWTP LLC following construction of the power generating facility for a purchase price of $1,053,445. The Company’s option to repurchase the membership interests of Gridley WWTP LLC will expire on the earlier of 120 days after the buyer’s written notice of Substantial Completion of the power generating facility, or June 30, 2015.

The Company has determined that the property in Gridley WWTP LLC represents in substance real estate. The transaction has been accounted for as a financing arrangement. The project costs incurred prior to the sale of $293,642 have been maintained on the Company’s balance sheet as an asset classified as development projects. Because the transaction has been accounted for as a financing, the Company has capitalized all the costs incurred by the legal owner to develop the property, including a portion of estimated profit margin of the legal owner. These capitalized costs have been included as part of development projects on the balance sheet and a corresponding development costs under financing obligation of $29,091 has been recorded.

The Company provides health insurance coverage for its three employees and their dependents. There are no other Company funded or sponsored employee benefits.

Commencing in 2013, the Company has executed consulting agreements with several individuals who are providing various energy industry related and financial consulting services related to the Company’s planned initial public offering.

These agreements provide compensation of varying amounts that will be paid in common stock to the consultants, contingent upon the initial public offering. Due to the contingent nature of these agreements, no compensation expense has been recorded to date related to these arrangements.

At December 31, 2014, the amount of compensation to be paid to consultants for services pursuant to these agreements contingent upon the initial public offering was $7,262,613. The amount of monthly compensation to be paid to consultants for future services pursuant to these agreements contingent upon the initial public offering was $482,000 as of December 31, 2014.

The Company has executed an agreement with a mergers and acquisitions advisory firm to assist the Company in identifying potential acquisitions of renewable energy generating assets. Upon the closing of an acquisition transaction at the initial public offering, the Company will pay an amount equal to the greater of (a) $300,000 and (b) the sum of (i) 3.0% of the first $10 million in transaction value paid in any transaction, (ii) 1.0% of the amount of transaction value in any transaction in excess of $10 million, up to $25 million, and (iii) 0.5% of the amount of transaction value paid in any transaction in excess of $25 million.

The Company has executed employment agreements with several individuals who will serve as employees of the Company. The terms of the agreements provide for employee service to commence as of the date of and contingent upon the planned initial public offering. In addition, certain share grants of common shares will be issued to employees contingent upon the initial public offering. Due to the contingent nature of these agreements, no compensation expense has been recorded to date related to these arrangements. The amounts of the share grants are dependent upon the market capitalization of the Company at the initial public offering and the number of common shares to be issued in connection with the acquisitions at the date of the initial public offering.

For tax purposes, income is sourced in the United States. Current tax expense is zero due to the losses incurred and a full valuation allowance recorded.

The following schedule reconciles the federal statutory rate in the United States to effective income tax rate.

The deferred tax assets resulted primarily from temporary differences between book and tax basis of assets and liabilities. The Company assesses the likelihood that future taxable income levels will be sufficient to ultimately realize the tax benefits of the deferred tax assets. Should the Company determine that future realization of the tax benefits is more likely than not, all or a portion of the valuation allowance established would be reversed, resulting in a reduction in the Company’s tax provision in the period of such determination. The Company estimates it is more likely than not that the benefit of the deferred tax assets will not be realized. Accordingly, a full valuation has been recorded as of December 31, 2014 and 2013.

As of December 31, 2014, the Company had net operating loss carryforwards of $4,431,738 (federal) and $4,429,290 (state). The federal and state loss carryforwards begin to expire in 2030. As of December 31, 2013, the Company had net operating loss carryforwards of $1,881,445 (federal) and $1,878,997 (state).

The Company is required to recognize in the consolidated financial statements the impact of a tax position, if that position is more likely than not of being sustained on audit, based on the technical merits of the position. As of December 31, 2014, the Company does not have any unrecognized tax benefits and does not have any tax positions for which it is reasonably possible that the amount of gross unrecognized tax benefits will increase or decrease within 12 months after the year ended December 31, 2014.

The Company files a U.S. federal income tax return and California income tax return. The Company’s federal and state tax returns through 2011 and 2010 are closed by statute for examination by the U.S. federal and state taxing authorities, respectively.

The calculations of loss per share are as follows for the years ended December 31:

On May 30, 2014, the Company declared a 10 for 1 stock split for stockholders of record as of September 13, 2013. The weighted average number of shares has been retrospectively applied for this stock split for all the periods presented.

Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated.

During 2014, the Board of Directors approved a resolution to compensate certain stockholders of the Company for their investments in time and capital contingent upon the initial public offering in an amount equivalent to 11,680 shares of restricted common stock.

The Company has evaluated subsequent events and transactions for potential recognition or disclosure in the consolidated financial statements through April 13, 2015, the date the consolidated financial statements were available to be issued. Except as described below, no other events have occurred that require adjustment to or disclosure in the consolidated financial statements.

In January 2015, the Company forgave $374,565 of outstanding loans to officers, which represented the entire balance of the loans as of that date.

A referral fee of $110,000 was paid in January 2015 to an individual for introducing prospective investors to the Company in 2014 for which the common shares were not issued to the investors until 2015.

In January 2015, LightBeam entered into an agreement with an accounting and consulting firm to assist in the preparation of financial disclosures and the implementation of a new accounting system in connection with this offering. In exchange for these services the firm is to receive cash and stock as compensation. The stock compensation of approximately $900,000 is contingent upon the completion of this offering and will be issued as restricted shares.

In March 2015, the Company entered into agreements to acquire the outstanding equity interests of Green States Energy Inc., through a subsidiary merger, the stock of Huerfano River Wind, LLC. The Company also entered into an agreement to acquire certain assets or stock of Fifty ID RE Ltd. Fifty ID RE Ltd. has entered into agreements to acquire the outstanding equity interests of the Mosscliff Power Portfolio and the Constantine Wind Energy Portfolio.

The Company intends to acquire the assets or stock of Fifty ID RE Ltd., Global Ampersand LLC, and certain of the assets of Solar Power Generation Limited. Fifty ID RE Ltd. intends to acquire the Muirden Energy Portfolio, contingent upon the sale of Fifty ID to the Company immediately thereafter. The Company is currently negotiating purchase agreements with these entities that are expected to be consummated on the date of the initial public offering of the Company’s stock.

On April 5, 2015, the Company entered into an Acquisition Framework Agreement with Forum Equity Partners Inc. relating to the potential acquisition of additional clean and renewable energy projects.

On April 9, 2015, the Company entered into a Right of Purchase Agreement with the owners of RRAM Energy Limited (“RRAM”), a developer of clean and renewable energy projects, pursuant to which the Company has the right to acquire all of the outstanding shares of RRAM subsequent to the planned initial public offering.

On April 9, 2015, the Company entered into a Right of Purchase Agreement with Tamra-Tacoma Capital Partners, LLC pursuant to which the Company has the right to acquire a wind project in Texas subsequent to the planned initial public offering.

Subsequent to the issuance of its 2013 financial statements, management determined that the amount of loans to officer and employee of $349,565 as of December 31, 2013 was erroneously netted in additional paid-in capital and not presented separately on the face of the balance sheet as required by accounting principles generally accepted in the United States of America.

Management also determined that certain noncash items related to accrued costs incurred for development projects were not presented properly. The amount of cash used in development projects for the year ended December 31, 2013 was understated by $272,295 and the reported noncash change in accounts payable for the year ended December 31, 2013 was misstated by $272,295.

In addition, the consolidated statement of cash flows for the year ended December 31, 2013 excluded stock compensation of $175,000 as a reconciling item between reported net loss and cash used in operating activities and the amount of reported issuance of common stock for the year ended December 31, 2013 was overstated by the same amount.

As a result, the consolidated statement of cash flows and the consolidated statement of changes in stockholders’ (deficit) equity for the year ended December 31, 2013 and the consolidated balance sheet as of December 31, 2013 have been restated to correct these misstatements. The effects of the restatement are summarized in the tables below.

We have audited the accompanying combined balance sheets of Bake Farm Solar Park Limited, Crowpitts Solar Park Limited, Hadlow Solar Park Limited, Newlands Farm Solar Park Limited, North Farm Solar Park Limited, Owl’s Hatch Solar Park Limited, and Southfield Farm Solar Park Limited (collectively, the Company, Solar Power Generation Portfolio) which are under common control as of June 30, 2014 and 2013, and related combined statements of operations and comprehensive loss, changes in shareholder’s deficit, and the cash flows for the year ended June 30, 2014 and the period from February 13, 2013 (date of inception) through June 30, 2013. These combined financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these combined financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such combined financial statements present fairly, in all material respects, the financial position of Solar Power Generation Portfolio at June 30, 2014 and 2013, and the results of their operations and their cash flows for the year ended June 30, 2014 and the period from February 13, 2013 (date of inception) through June 30, 2013, in conformity with accounting principles generally accepted in the United States of America.

The accompanying combined financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the combined financial statements, the Company’s recurring losses from operations and shareholder’s capital deficit raise substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also discussed in Note 2 to the combined financial statements. The combined financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The accompanying notes are an integral part of these combined financial statements.

The Solar Power Generation Portfolio combined financial statements includes the results and financial position of several subsidiary undertakings (collectively, the Company) of Sustainable Power Generation Limited (Sustainable) and its wholly owned subsidiaries, Solar Power Generation Limited (SPGL) and Solar Power Investments Limited (SPIL). Each of these companies are incorporated in the United Kingdom. The subsidiaries were incorporated under the Companies Act 2006 in the United Kingdom (U.K.). The Company engages in the development of distributed generation and utility-scale solar photovoltaic sites in the U.K. Each site, under U.K. permitting regulations, is required to be housed in an individual special purpose vehicle (SPV), which is set up as a wholly-owned subsidiary under SPGL and SPIL.

The accompanying combined financial statements have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP). They include the combined results of the following entities which are to be acquired by LightBeam Electric Company:

Each entity has 100 shares of capital with a £1 par value per share. The combined entities are wholly owned by SPGL and SPIL, and accordingly, the SPVs are under common control. Intercompany transactions have been eliminated upon combination. The combined financial statements are not consolidated financial statements and do not combine other subsidiaries other than those listed above.

The accompanying combined financial statements also include allocation of costs incurred to develop the respective SPV that were incurred by British Solar Renewables Limited (BSR), a subsidiary of Sustainable and thus a related party under common control on behalf of the SPV. The allocation was determined by applying the portion of costs incurred by BSR applicable to the development of the respective SPV’s and allocating these costs based on the percentage of development in progress balances of the SPV’s to the total development progress balances of SPGL. Management believes the assumptions and methodologies used in the allocation of these costs are reasonable.

substantially through related party advances and is dependent upon the continuing ability to obtain debt or related party financing to fund its operations until positive cash flow is generated from ongoing business operations. The Company’s management believes it will continue to be able to secure the additional financing it requires. In addition, subsequent to June 30, 2014, the Company has obtained additional funding for the construction of the Hadlow Solar Park Limited (Hadlow) and the North Farm Solar Park Limited (North Farm) facilities.

There is no assurance that continued related or third party financing will be available when needed on terms acceptable to the Company, or at all, which casts substantial doubt on the Company’s ability to continue as a going concern.

These combined financial statements do not include any adjustments to the carrying value or classification of recorded asset amounts and carrying value or classification of liabilities that might be necessary, should the Company be unable to continue as a going concern.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of expenses during the reporting period. The most significant estimates with regard to these combined financial statements relate to the assumptions utilized within allocation of expenses and going concern assumptions. Actual results could differ from those estimates, and such differences may be material to the combined financial statements.

The Company will not generate revenue until financing is obtained and construction of the sites is completed. Prior to or upon completion of construction, the Company will either sell the individual sites to related parties or third parties, or will sell electricity the site generates under the terms of a power purchase agreement (PPA) or at spot market prices. Revenue would then be recognized based upon the amount of electricity delivered at rates specified under the PPA contracts, assuming all other revenue recognition criteria are met.

Development in progress represents the costs incurred on sites under development. The costs directly incurred in order to qualify the site for U.K. government approval and permitting that are directly identifiable to each solar energy site are capitalized under development in progress as incurred.

In addition, expenses in the amount of $1,352,926 for the year ended June 30, 2014 and $94,014 in the period from February 13, 2013 through June 30, 2013, were allocated and capitalized to the combined SPVs under Staff Accounting Bulletin Topic 1B, which represent costs incurred to develop the respective SPV that were incurred by BSR.

If the sites have not been sold, upon achieving commercial operations, development in progress is transferred to property, plant and equipment and is depreciated over its estimated useful lives using the straight-line method. Development in progress is not depreciated.

The Company reviews its investment in sites under development for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. When evaluating impairment, if the undiscounted cash flows estimated to be generated by a site is less than their carrying amount, management compares the carrying amount of the sites to their fair value in order to determine whether an impairment loss has occurred. The amount of the impairment loss is equal to the excess of the asset’s carrying value over its estimated fair value. No impairment loss was recognized during the year ended June 30, 2014 and the period from February 13, 2013 through June 30, 2013.

In connection with the development of solar energy sites, the Company may have the legal requirement to remove long-lived assets constructed on leased property and to restore the leased property to its condition prior to the construction of the long-lived assets. This legal requirement is referred to as an asset retirement obligation (ARO). If the Company determines that an ARO is required for a specific facility, the Company records the present value of the estimated liability when the facility is constructed. AROs recorded for a leasing arrangement are accounted for as a liability in the initial period recognized. Upon initial recognition of the ARO liability, an equal ARO asset is also recognized, which is amortized over the term of the related property, plant and equipment. After initial recognition of the liability, the Company accretes the ARO to its future value over the facility’s useful life or lease period. As assets owned by the Company have not entered the construction phase, no AROs have been established.

Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences arising between the tax basis of assets and liabilities and their reported amounts for financial reporting purposes.

The Company evaluates sources of positive and negative evidence and has recorded a valuation allowance to reduce deferred tax assets to the amount more likely than not to be realized. In assessing the adequacy of recorded valuation allowances, the Company considers a variety of factors including losses in recent years, the scheduled reversal of deferred tax liabilities, forecasted future taxable income and prudent and feasible tax planning strategies.

The Company follows Accounting Standards Codification (ASC) 740, Income Taxes, on accounting for uncertainty in income taxes, which, among other things, prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return, and provides guidance on de-recognition, classification, interest, and penalties, accounting in

interim periods, disclosure and transition. The amount recognized is subject to estimate and management judgment with respect to the likely outcome of each uncertain tax position. The amount that is ultimately sustained for an individual uncertain tax position or for all uncertain tax positions in the aggregate could differ from the amount recognized. As of June 30, 2014 and 2013, the Company had no uncertain tax positions and no unrecognized tax benefits. Penalties and interest assessed by income tax authorities would be included in interest expense. For the year ended June 30, 2014 and the period from February 13, 2013 through June 30, 2013, the Company did not incur any penalties and interest. All tax years are open at this time.

In February 2015, Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2015-02, Consolidation, which affects reporting entities that are required to evaluate whether they should consolidate certain legal entities. ASU 2015-15 will be effective for companies’ fiscal years and for interim periods within those fiscal years beginning after December 15, 2015, and for non-public companies beginning after December 16, 2016, early adoption is permitted. The Company is currently in the process of evaluating the impact of adoption of this ASU on the Company’s consolidated financial statements.

In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The standard will explicitly require management to assess an entity’s ability to continue as a going concern, and to provide related disclosures in certain circumstances. The new standard incorporates and expands upon certain principles that are currently in the auditing standards. Specifically, the new standard defines substantial doubt, requires assessments each annual and interim period, provides an assessment period of one year from the issuance date, and requires disclosures both when substantial doubt is alleviated by management’s plans and when substantial doubt remains unalleviated. ASU 2014-15 will be effective for annual periods ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company is currently in the process of evaluating the impact of adoption of this ASU on the Company’s combined financial statements.

In June 2014, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation, which eliminates development stage entities from certain parts of U.S. generally accepted accounting principles. This guidance permits the company to eliminate the requirements for development stage companies to (1) present inception-to-date information on the statement of operations and members’ equity and cash flows, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged and (4) disclose the first year in which the entity is no longer in the development stage. ASU 2014-10 is effective for years beginning after December 15, 2014, with early adoption permitted. The Company has early adopted ASU 2014-10, and as such, no longer is required to present the items noted above.

The combined financial statements are presented in U.S. dollars. The Company is located and operates in the U.K, and thus utilizes the pound sterling as its functional currency. Assets and liabilities are translated at exchange rates prevailing on the balance sheet date. Revenues and expenses are translated at average exchange rates prevailing during the period. Any resulting translation gains or losses are reported in other comprehensive loss.

The Company’s operations and development costs have been funded by BSR to complete the site planning, development, and permitting process for the various solar energy sites. Amounts due to the related party totaled $3,629,142 at June 30, 2014 and $395,070 at June 30, 2013.

Expenses in the amount of $585,838 in 2014 and $120,423 in the period from February 13, 2013 through June 30, 2013 were allocated and expensed to the combined SPVs under Staff Accounting Bulletin Topic 1B, which represent costs incurred to operate the respective SPV that were incurred by BSR.

During the period from February 13, 2013 through June 30, 2013, the combined SPVs were incorporated and share capital was established through a subscription receivable in the amount of $918. For the year ended June 30, 2014 an additional $156 of share capital was established through a subscription receivable.

The Company currently has no lease commitments. The Company has entered into various options to lease the land specified for each of the solar energy sites. The Company does not anticipate exiting any of the agreements and expects to exercise all open option agreements upon the permitting and approval of the sites and therefore does not believe it is probable that any termination penalty will be paid. There is no direct cost to the Company to enter into these lease options.

Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties, and other sources are recorded when it is probable that a liability has been incurred.

All pretax activity is sourced in the U.K. Current taxes are zero due to the losses incurred. Net deferred taxes are zero due to the full valuation allowances recorded.

The following table presents a reconciliation of the statutory income tax rate to the Company’s effective tax rate, as a percentage of income before taxes for the year ended June 30, 2014 and the period from February 13, 2013 through June 30, 2013:

In July 2013, the U.K. tax rate decreased from 23% to 21% effective April 1, 2014 and 20% effective April 1, 2015.

The following table presents significant components of the Company’s deferred tax assets and deferred tax liabilities as of June 30, 2014 and 2013:

The deferred tax assets resulted from temporary differences between book and tax basis of development in progress. The Company regularly assesses the likelihood that future taxable income levels will be sufficient to ultimately realize the tax benefits of the deferred tax assets. Existence of recent operating losses prohibits the Company from relying on estimates of future levels of profitability to realize the tax benefits of the deferred tax assets. Should the Company determine that future realization of the tax benefits is not more likely than not, additional valuation allowance would be established which would increase the Company’s tax provision in the period of such determination. The Company estimates it is more likely than not that the benefit of the deferred tax assets will not be realized. Accordingly, a full valuation has been recorded as of June 30, 2014 and 2013.

The Company is required to recognize in the financial statements the impact of a tax position, if that position is more likely than not of being sustained on audit, based on the technical merits of the position. As of June 30, 2014, the Company does not have any unrecognized tax benefits and does not have any tax positions for which it is reasonably possible that the amount of gross unrecognized tax benefits will increase or decrease within 12 months after the year ended June 30, 2014.

The Company will file income tax returns in the U.K. The Company’s U.K. income tax returns for June 30, 2013 and forward are subject to examination.

Basic loss per share is calculated by dividing net loss by the average number of shares outstanding during each period. The Company does not have any potentially dilutive securities in issue.

The Company has evaluated subsequent events and transactions for potential recognition or disclosure in the financial statements through March 27, 2015, the date the financials were available to be issued. Except as described below, no other events have occurred that require adjustment to or disclosure in the combined financial statements.

On January 21, 2015, SPGL entered into a share purchase agreement with Siem Europe S.á.r.l. (Siem) to sell 16.60% of the shares of Owl’s Hatch Solar Park Limited for a nominal amount.

On December 22, 2014, North Farm entered into an unsecured shareholder loan agreement with SPIL, for an aggregate facility amount of £2,500,000 ($3,883,000 at December 31, 2014). The loan bears interest at 9.00% per annum and interest is accrued within the principal balance. Principal and accrued interest is payable on demand, maturing on January 22, 2016.

In December 2014, Hadlow and North Farm have entered into EPC contracts with BSR for the construction of the solar facilities.

On December 12, 2014 and December 22, 2014, share capital of Hadlow and North Farm, respectively, £100 each was transferred from SPGL to SPIL.

On November 5, 2014, SPGL incorporated a SPV, Bradenstoke Solar Park Limited, for the development of a solar park facility. The SPV was incorporated with 100 shares of capital with a £1 par value per share.

On September 30, 2014, Sustainable entered into a share purchase agreement with Siem Europe S.á.r.l. (Siem) to purchase 40% of Sustainable.

The Company has entered into two power purchase agreements (PPAs) for the Hadlow and North Farm facilities in January 2015. The PPAs will be in effect at commencement of operations.

The owners of the Company are currently negotiating a purchase agreement with LightBeam Electric Company (LightBeam) to sell all ownership interests in the entities listed in Note 1, contingent upon LightBeam simultaneously closing on its initial public offering of LightBeam’s stock and will be included in the portfolio on the future combined financial statements.

We have audited the accompanying consolidated balance sheets of Green States Energy, Inc. and subsidiaries (the “Company”) as of December 31, 2014 and 2013, and the related consolidated statements of operations, changes in equity, and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Green States Energy, Inc. and subsidiaries as of December 31, 2014 and 2013, and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying notes are an integral part of these consolidated financial statements.

Green States Energy, Inc. (GSE) was formed as a Florida corporation on June 3, 2010, and was re-incorporated in Delaware on December 9, 2011. The consolidated financial statements include the results of GSE, its consolidated subsidiaries, consisting of GSE Operations Company, LLC (GSEOPS), GSE NC1, LLC (GSENC), GSE NM1, LLC (GSENM1), GSE MA1, LLC (GSEMA1) and GSE MA2, LLC (GSEMA2), and its variable interest entity (VIE), GSE Development Company, LLC (GSEDEV) (collectively, the Company). All intercompany accounts and transactions have been eliminated in consolidation.

GSEOPS was formed as a Delaware limited liability company on December 21, 2011. GSEOPS provides the operations and maintenance as well as the administrative functions for GSE operating assets. GSEOPS is wholly-owned by GSE.

GSENC was formed as a Delaware limited liability company on December 23, 2011. GSENC conducts its business through its wholly-owned subsidiaries. GSE is the Managing Member and holds all control rights from GSENC and, accordingly, consolidates GSENC. GSENC’s wholly owned subsidiaries (collectively, the Subsidiaries) at December 31, 2014 and 2013, are as follows:

The Investor Member of GSENC is Red Stone Renewable Energy Fund, LLC. For the period from date of formation until the later of 61 months from the date the assets were placed in service or the last day of the quarter in which the Investor Member meets a targeted internal rate of return (the Flip Date), the allocation of income and losses of GSENC will be 99% to the Investor Member and 1% to the Managing Member. After the Flip Date, the allocation of income and losses will be 95% to the Managing Member and 5% to the Investor Member. As GSE is the Managing Member and holds all operational decision making authority, GSENC is consolidated by the Company.

GSENM1 was formed as a Delaware limited liability company in January 2013 for the purpose of acquiring certain investments in energy property in New Mexico (Note 3). GSENM1 conducts its business through its wholly-owned subsidiary, Sunrise Energy Ventures New Mexico, LLC (SEV NM). GSE is the managing member and holds all control rights for GSENM1 and, accordingly, consolidates GSENM1. GSENM1 is the Managing Member and owns 95% of SEV NM. The remaining 5% is owned by Krumland Solar Advantages, LLC (Krumland). On September 30, 2017, Krumland’s interest will be automatically reduced to 1% and GSENM1’s interest will be increased to 99%.

Sunrise Energy Ventures New Mexico, LLC had the following consolidated subsidiaries at December 31, 2013:

SEV NM Phase 2, LLC (GSENM2) was formed as a Delaware limited liability company in December 2011. GSENM1 is the Managing Member and owns 95% of GSENM2. As of December 31, 2014, the remaining 5% is owned by Krumland. On March 31, 2018, Krumland’s interest will be automatically reduced to 1% and GSENM2’s interest increased to 99%.

GSEMA1 was formed as a Delaware limited liability company in April 2013 for the purpose of developing energy producing assets in Massachusetts. GSEMA1 is the Managing Member and owns 100% of SLX Project 1170, LLC. GSEMA1 is 100% owned by GSE.

GSEMA2 was formed as a Delaware limited liability company in January 2014 for the purpose of developing energy producing assets in Massachusetts. GSEMA2 is the Managing Member and owns 100% of SLX Project 1070, LLC. GSEMA1 is 100% owned by GSE.

GSEDEV was formed in 2011 for the purpose of providing development services to GSE and its subsidiaries. It is owned by three individuals, consisting of two executives and one stockholder of GSE.

Through its consolidated subsidiaries, the Company engages in the development, construction, financing, ownership, operation, and acquisition of distributed generation and utility-scale solar photovoltaic (PV) facilities (solar energy facilities) in the United States. Financing of the acquisition or construction of solar energy facilities is done primarily through equity and third-party debt. The Company sells the solar energy generated by the solar energy facilities under pilot participation agreements (PPAs) to third-party customers, typically consisting of public utilities, energy cooperatives, municipalities, or private entities.

The cost of the facilities built in the United States of America may qualify for energy investment tax credits as provided under Section 48 of the Internal Revenue Code (IRC) (Section 48 Tax Credit) or alternatively, upon election, may be eligible for the United States Department of the Treasury (Treasury) grant payment for specified energy property in lieu of tax credits pursuant to Section 1603 of the American Recovery and Reinvestment Act of 2009 (Section 1603 Grant). The cost of the facilities built in the United States of America may also qualify for

various state tax incentives, including the energy investment tax credits as provided under North Carolina General Statute §105-129.16A. In addition, XCEL Energy Inc., as part of its Solar*Rewards program, purchases Renewable Energy Credits (RECs) from GSE through GSENM1 and GSENM 2.

Massachusetts’ renewables portfolio standard (RPS) requires each regulated electricity supplier/provider serving retail customers in the state to include in the electricity it sells 15% qualifying renewables by December 31, 2020. The RPS established a Renewable Energy Credit Program. Both the GSEMA1 and GSEMA2 projects sell RECs under this program.

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses for the period presented. Actual results could differ from these estimates.

The Company considers cash, demand deposits and highly liquid investments with original maturities of less than three months to be cash and cash equivalents. The Company maintains cash deposits with major banks, which may at times exceed federally insured limits. The Company periodically assesses the financial condition of the institutions and believes the risk of loss to be remote.

At December 31, 2014, restricted cash consisted of $45,108 related to the development of GSEMA1, $254,827 related to the development of GSEMA2 as part of the required collateral related to the power purchase agreement and lease agreement, $510,000 in debt service reserves at Bridge Bank for the financing of the New Mexico and Massachusetts Projects, and cash held in escrow at GSEDEV of $500,000, which was required as part of the tax equity investment.

At December 31, 2013, restricted cash consisted of $36,000 held in escrow related to the deferred development fee payable in conjunction with GSENC, $45,019 related to the development of GSEMA1, $200,000 in debt service reserves of Bridge Bank for the financing of the New Mexico Projects, and cash held in escrow at GSEDEV of $500,000 which was required as part of the tax equity investment.

Accounts receivable are uncollateralized customer obligations due under normal trade terms requiring payment within that period.

Trade accounts receivable are stated at the amount management expects to collect from balances outstanding at year-end. Management establishes an allowance for doubtful customer accounts through a review of historical losses, specific customer balances, and industry economic conditions. Customer accounts are

charged off against the allowance for doubtful accounts when management determines that the likelihood of eventual collection is remote. At December 31, 2014 and 2013, management determined that no allowance for doubtful accounts was considered necessary.

The Company extends credit based on an evaluation of customers’ financial conditions and determines any additional collateral requirements. Exposure to losses on receivables is principally dependent on each customer’s financial condition. The Company considers invoices past due when they are outstanding longer than the stated term. Additionally, the Company monitors its exposure for credit losses and maintains allowances for anticipated losses.

Acquired energy property is recognized at fair value at the date of acquisition, less depreciation. Energy property constructed by the Company is recognized at its cost, less depreciation. The Company provides for depreciation utilizing the straight-line method by charges to operations over estimated useful lives of 30 years for solar energy facilities. Expenditures during the construction of new solar energy facilities are capitalized to development in progress as incurred until achievement of the commercial operation date (COD). Expenditures for maintenance and repairs are charged to expense as incurred. Upon retirement, sale or other disposition of equipment, the cost and accumulated depreciation are removed from the accounts and the related gain or loss, if any, is reflected in the year of disposal.

When the Company abandons the anticipated construction of a new solar energy facility during the development phase, costs previously capitalized to development in progress are written off.

The Company reviews its investment in energy property and PPAs for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. When evaluating impairment, if the undiscounted cash flows estimated to be generated by the energy property are less than its carrying amount, the differential carrying amount is determined to be not recoverable. The amount of the impairment loss is equal to the excess of the asset’s carrying value over its estimated fair value. No impairment losses were recognized during the years ended December 31, 2014 and 2013.

Financing costs associated with the promissory note are amortized over the term of the loan. The Company utilized the straight-line method to amortize deferred costs. Accounting principles generally accepted in the United States of America require that the effective yield method be used to amortize financing costs; however, the effect of using the straight-line method is not materially different from the results that would have been obtained under the effective yield method. The following table summarizes deferred costs and accumulated amortization at December 31, 2014 and 2013:

Amortization of deferred costs included in depreciation and amortization expense totaled $232,277 and $387,456 for the years ended December 31, 2014 and 2013, respectively. Included in the 2013 amortization expense was $318,640 of costs that were fully amortized and written off from gross deferred costs and accordingly are not reflected in the accumulated amortization balance.

Intangible assets consist of PPAs acquired through the acquisition of solar energy facilities. For business combinations, intangible assets are initially recognized at their fair value and are amortized over the term of the related PPAs using the straight-line method. For solar energy facilities that are purchased and then put into construction intangible assets are recorded at cost, which typically approximates fair value and are amortized over the term of the related PPAs using the straight-line method. In 2014, GSE added $1,550,000 of intangibles for GSEMA1 and $1,080,000 for GSEMA2. Amortization of these intangibles totaled $335,964 and $381,283 in the years ended December 31, 2014 and 2013, respectively.

Estimated amortization expense for each of the next five years and thereafter is as follows:

In connection with the acquisition or development of solar energy facilities, the Company may have the legal requirement to remove long-lived assets constructed on leased property and to restore the leased property to its condition prior to the construction of the long-lived assets. This legal requirement is referred to as an asset retirement obligation (ARO). If the Company determines that an ARO is required for a specific solar energy facility, the Company records the present value of the estimated liability when the solar energy facility is placed in service. AROs recorded for owned facilities are recorded by increasing the carrying value of investment in energy property and depreciated over the solar energy facility’s useful life, while an ARO recorded for a leasing arrangement is accounted for as a liability in the initial period recognized and amortized over the term of the solar energy facility’s useful life. After initial recognition of the liability, the Company accretes the ARO to its future value over the solar energy facility’s useful life (Note 10).

The Company derives revenues from the sale of electricity and sale of solar renewable energy credits (SREC). The Company also receives other income through receipt of grants from government entities.

Energy generation revenue and solar renewable energy credits revenue are recognized as electricity is generated by the solar energy facility, delivered to the customers and when collectability is reasonably assured. Revenues are based on actual output and contractual sale prices set forth in long-term PPAs. The Company has a limited number of customers, generally of high credit quality.

When the Company is eligible for Section 1603 Grants (Note 1), the Company recognizes a receivable and corresponding deferred income for the grants when the application for the grant is submitted by the Company to the US Treasury department. Eligibility and collectability is determined based upon an analysis of the related solar energy facility’s compliance with legal and regulatory requirements, and completion of related Section 1603 Grant applications. Deferred grant income is amortized using the straight-line method over the useful life of the related solar energy facility. These grants are based on the level of capital expenditures for qualifying projects. U.S. GAAP does not specifically address accounting for grants; hence International Accounting Standard (IAS) 20 is generally followed. IAS 20 allows two approaches—to reduce capitalized property, plant and equipment and recognize grant as reduced depreciation expense over useful life or record as deferred income and amortize using the straight-line method over the useful life of the asset.

Subsequent to its acquisition of the Subsidiaries and achievement of COD in December 2011, the Company became eligible and filed for the receipt of a Section 1603 Grant in the initial amount of $7,852,668 for the GSENC project, which was received in 2012. The Company has filed for a Section 1603 Grant related to the solar energy facility held by GSENM2 in the amount of $2,083,824, which it collected in April 2014. The Company filed and collected $2,817,654 from the Section 1603 Grant for the GSEMA1 project. The Company filed and collected $2,789,554 from the Section 1603 Grant for the GSEMA2 project. Income recognized from the amortization of deferred grants during the years ended December 31, 2014 and 2013 was $412,730 and $305,718, respectively.

The Company consolidates entities in which it has a controlling financial interest.

The Company follows the authoritative guidance included in generally accepted accounting principles on accounting for consolidation of VIEs. Such guidance applies to certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties.

In the normal course of business, the Company enters into a variety of transactions with VIEs. The Company determines the primary beneficiary based on an evaluation of which party has both: (i) the power to direct the activities that most significantly impact the economic performance of the VIE; and (ii) has the obligation to absorb losses, or the right to receive benefits that potentially are significant to the VIE. The Company evaluates its relationships with other entities to identify whether those entities are VIEs and to assess whether it is the primary beneficiary of such entities. If the determination is made that the Company is the primary beneficiary, then that entity is consolidated in the consolidated financial statements. The Company is the primary beneficiary for such a VIE, GSEDEV (Note 9).

The Company accounts for warrants issued with a fixed exercise price as equity instruments. Warrants issued with exercise prices based on the greater of a multiple of a future financing event or a fixed amount are accounted for as liability instruments in the consolidated balance sheets (Note 6), with changes in the fair value recognized in other income.

The Company accounts for income taxes using the liability method. Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences arising between the tax bases of assets and liabilities and their reported amounts for financial reporting purposes (Note 11).

The Company records valuation allowances to reduce its deferred tax assets to the amount expected to be realized. In assessing the adequacy of recorded valuation allowances, the Company considers a variety of factors including the scheduled reversal of deferred tax liabilities, future taxable income and prudent and feasible tax planning strategies.

The Company follows applicable authoritative guidance on accounting for uncertainty in income taxes, which, among other things, prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return, and provides guidance on derecognition, classification, interest, and penalties, accounting in interim periods, disclosure and transition. The amount recognized is subject to estimate and management judgment with respect to the likely outcome of each uncertain tax position. The amount that is ultimately sustained for an individual uncertain tax position or for all uncertain tax positions in the aggregate could differ from the amount recognized. As of December 31, 2014 and 2013, the Company had no uncertain tax positions and no unrecognized tax benefits. Penalties and interest assessed by income tax authorities are included in general and administrative expenses. For the years ended December 31, 2014 and 2013, the Company did not incur any penalties or interest.

In February 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2015-02, Consolidation, which affects reporting entities that are required to evaluate whether they should consolidate certain legal entities. ASU 2015-15 will be effective for companies’ fiscal years and for interim periods within those fiscal years beginning after December 15, 2015 and for non-public companies beginning after December 16, 2016; early adoption is permitted. The Company is currently in the process of evaluating the impact of adoption of this ASU on the Company’s consolidated financial statements.

more judgment and make more estimates than under today’s guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. This guidance will be effective for the Company in the first quarter of its fiscal year ending December 31, 2017. The Company is currently in the process of evaluating the impact of this adoption of this ASU on the Company’s consolidated financial statements.

On February 23, 2013, the Company, through its subsidiary GSENM1, acquired a 95% interest in SEV NM, which owned a solar energy project with facilities located in and around Roswell, New Mexico. The acquired project consisted of two distinct and separate phases, with separate non-controlling interest holders in each phase. The purpose of the acquisition was to expand the Company’s production capacity.

Phase 1 consisted of a fully-operational 2.9MW ground-mounted solar PV project consisting of 16 sites located in Roswell and Dexter, New Mexico. Phase 2 consisted of a planned 2.5 MW ground-mounted solar PV project located in Roswell, New Mexico. Management determined that Phase 1 constituted an acquisition of a business and accounted for the transaction as such. Phase 2 consisted primarily of certain intangible assets, which management determined did not constitute a business and accounted for it as an asset acquisition. Of the total purchase price of $7,470,000 in cash, $6,700,000 was allocated to the acquisition of Phase 1, and the remaining $770,000 was allocated to the acquisition of Phase 2.

A bargain purchase gain in the amount of $712,850 was recognized at acquisition in 2013. The gain is the excess of the fair value of identifiable assets over total consideration. The gain was driven primarily by the financial distress of the seller and the Company’s ability to leverage preexisting relationships with the contractor involved in the project.

Investment in energy property consists of the following as of December 31, 2014 and 2013:

In 2014, GSEMA1 and GSEMA2 were completed and the development in progress from prior year of $10,036,711 was reclassed to operating assets. Depreciation expense was $1,814,496 and $1,234,555 for the years ended December 31, 2014 and 2013, respectively.

The following is a summary of the Company’s indebtedness at December 31, 2014 and 2013:

On December 23, 2011, each of the Subsidiaries entered into a promissory note with Hunt Electric Corporation, which is collateralized by the assets of the Subsidiaries. The notes bear interest at the greater of the Prime rate plus two percent or six percent per annum. Beginning on January 30, 2012, interest only payments began and were to continue until the maturity date on March 30, 2012, at which time all outstanding principal and interest was due unless extended. During 2012, the Company paid the necessary extension fees and the

maturity date of the loan was extended to January 4, 2013. In 2013, the Company amended the agreement again, extending the maturity date to March 15, 2014. The notes payable do not have any financial covenants; however, as of December 31, 2013 and 2014, the Company was in default on certain payment provisions, therefore the Company was required to pay a default rate of interest of 12.0%. As of December 31, 2014 and 2013, $8,428,136 remained outstanding on these notes payable.

On February 5, 2015, the Company paid off the GSENC note payable to Hunt Electric Corporation through the issuance of a new loan with Bridge Bank. The new $8,900,000 loan is collateralized by certain assets of GSENC. This loan bears fixed interest at 6.35%, requires monthly interest payments and quarterly principal payments, and matures on February 5, 2025 (Note 16).

On February 12, 2013, the Company, through a subsidiary, entered into a promissory note arrangement with Hunt Electric Corporation, collateralized by certain assets of GSENM1 and subordinated to the Bridge Bank loans. The promissory note had an initial principal amount of $1,271,795 and bears fixed interest at 9.00% per annum. Interest is accrued monthly and paid annually; any unpaid principal and accrued interest is due September 1, 2018. Payments of principal are required prior to that date to the extent excess cash flows, as defined, exist after principal payments on the Bridge Bank loans are made.

On February 12, 2013, the Company, through a subsidiary, entered into a promissory note arrangement with Sunrise Energy Ventures, LLC, collateralized by certain assets of GSENM1 and subordinated to the Bridge Bank loans. The promissory note had an original principal amount of $134,650 and bears fixed interest at 9.00% per annum. Interest is accrued monthly and paid annually; any unpaid principal and accrued interest is due September 30, 2018. Payments of principal are required prior to that date to the extent excess cash flows, as defined, exist after principal payments on the Bridge Bank loans are made.

On February 12, 2013, the Company, through a subsidiary, entered into the Senior Loan with Bridge Bank, collateralized by certain assets of GSENM1. The promissory note had an original principal amount of $6,197,797 bears fixed interest at 8.00% per annum, and interest is paid monthly. The Loan requires quarterly principal payments and matures on February 12, 2018.

On February 12, 2013, the Company, through a subsidiary, entered into the GSENM2 Term Loan and 1603 Loan with Bridge Bank, collateralized by certain assets of GSENM2. These loans had an original principal amount totaling $8,270,159, bear fixed interest at 8.00% per annum and interest is paid monthly. The GSENM2 Term Loan requires quarterly principal payments and mature on June 12, 2018. The 1603 Loan was repaid in April of 2014.

On July 3, 2014, the Company, through a subsidiary, entered into a PPA Loan, SREC Loan, and 1603 Loan with Bridge Bank, collateralized by certain assets of GSEMA1. These loans had an original principal amount totaling $13,537,164 and were used to retire the construction contract payable due for this project. The PPA and SREC Loan bear fixed interest at 7.00% and 7.75%, respectively; interest is paid monthly, require quarterly principal payments and mature on July 3, 2021. The 1603 Loan was repaid in November of 2014.

On October 15, 2014, the Company, through a subsidiary, entered into a PPA and SREC Loan with Bridge Bank, collateralized by certain assets of GSEMA2. These loans had an original principal amount totaling $8,020,000, bear fixed interest at 6.25% and 7.00%, respectively, require quarterly principal payments, and mature on October 15, 2021.

Future maturities of notes payable are as follows for the years ended December 31,

During 2010 the Company issued warrants for 4,583,370 shares of common stock. The warrants vested immediately and have a term of five years from the grant date with a weighted-average exercise price of $0.09. These warrants were accounted for as equity instruments.

During the year ended December 31, 2012, the Company issued warrants for 5,961,788 shares of the Company’s common stock. These warrants can be exercised at any time at the lower of $1.85 per share or 70%

of the common stock offering price on an initial public offering. Because these warrants include a down-round provision, the fair value of the warrants is recognized as a liability at the balance sheet date. No warrants classified as liability instruments were issued during the year ended December 31, 2013 or 2014. The fair value of these warrants was estimated at the date of grant using the calculated-value method incorporating a Black-Scholes Option Pricing Model. Expected volatility is based on average volatilities of similar public entities. The risk-free interest rate for periods within the contractual life of the warrant is based on the U.S. Treasury yield curve in effect at the time of grant. The expected life represents an estimate of the length of time the warrants are expected to remain outstanding. The warrants have a term of no greater than five years from the grant date and vested immediately. At December 31, 2014 and 2013, the fair value of warrants recognized as liabilities was $1,315,618 and $849,679, respectively.

Changes in the year-over-year fair value of warrants are recognized in other income (expense) in the consolidated statements of operations amounting to $465,939 and $740,455 in years ended December 31, 2014 and 2013, respectively.

During the year ended December 31, 2013, the Company issued warrants for 628,070 shares of common stock at fixed exercise prices ranging from $3.00 to $3.70 per share. These warrants are classified as equity instruments. Included in these warrants are warrants for 99,460 shares of common stock in consideration for services, which resulted in share-based compensation expense of $16,400, which is included in operation and maintenance expense in the accompanying consolidated statements of operations.

During the year ended December 31, 2014, the Company issued warrants for 576,890 shares of common stock for three years at a fixed exercise price of $3.00 per share. These warrants are classified as equity instruments.

The following table presents the range of weighted-average assumptions used in the valuation of warrants accounted for as liability instruments:

The accounting standard for fair value measurement and disclosures defines fair value, establishes a framework for measuring fair value, and provides for expanded disclosure about fair value measurements. Fair value is defined by the accounting standard for fair value measurement and disclosures as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. It also establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three levels. The following summarizes the three levels of inputs and hierarchy of fair value the Company uses when measuring fair value:

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the fair value measurement will fall within the lowest level input that is significant to the fair value measurement in its entirety. Warrants are valued using option pricing models that utilize both observable and unobservable inputs such as the Company’s common stock price, interest rates and price volatilities. The following table presents the Company’s financial instruments measured at fair value on a recurring basis at December 31, 2014 and 2013:

There were no transfers in or out of Level 3 for either of the years ended December 31, 2014 or 2013. All of the gains and losses related to the warrants are recorded in earnings.

The following table provides information regarding significant unobservable inputs utilized to value warrants:

Price volatilities used in the valuation were 60.6% and 52.0% for December 31, 2014 and 2013, respectively.

The fair value of the assets and liabilities are included at the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of cash, restricted cash, account receivables, grants receivable and accounts payables approximate the carrying value of the respective assets and liabilities due to the short-term nature of those instruments.

The following table shows the comparison and fair values of the Company’s notes payable:

The Company, through its subsidiaries, has entered into various cancellable lease agreements for the sites where solar energy facilities have been constructed. Rent expense for GSENC is payable monthly based on a contractual rate per kilowatt-hour for each kilowatt-hour of electricity generated by the facilities. Rent expense for GSENM2 is payable monthly based on a contractual rate per kilowatt-hour for each kilowatt-hour of electricity generated by the facilities. Rent expense for GSENM1 is based on a stated rate, subject to offset for energy production used by the lessor. Rent expense totaled $352,186 and $204,479 for the years ended December 31, 2014 and 2013, respectively.

Minimum rent payments for the next five years based on production estimates and thereafter, excluding potential offsets, are as follow:

GSEDEV was formed in 2011 for the purpose of providing development services to GSE and its affiliates. GSEDEV is owned by three individuals, consisting of two executives and one stockholder of the Company.

The Company is the primary beneficiary of GSEDEV. As of December 31, 2014 and 2013, and for the years then ended, GSEDEV has been consolidated with the Company.

GSEDEV entered into an agreement with North Carolina Solar Trust (NCST) in December 2011 to pay NCST a finder’s fee for their participation in the GSENC1 acquisition. In December 2014, GSEINC executed a settlement agreement with NCST for a total amount of $750,000, resulting in a gain on forgiveness in the amount of $1,283,360. An outstanding amount of $720,000 was still due at December 31, 2014.

The Company’s ARO relates to its owned solar energy facilities. The lease and associated PPAs require that, upon the end of the period, the solar energy facility be removed from the host customer’s site. The Company recognized an increase to investment in energy property and an asset retirement liability upon COD. Each period, the liability will be accreted to its future value while the aggregate capitalized cost of $445,014 is depreciated over the life of the related assets. During the years ended December 31, 2014 and 2013 the Company established asset retirement obligations for projects placed in service during the year of $199,761 and $124,749, respectively. As of December 31, 2014 and 2013, the asset retirement obligation was $488,352 and $266,038, respectively. Accretion expense was $22,553 and $13,235 for the years ended December 31, 2014 and 2013, respectively, and is included in operations and maintenance expenses in the accompanying consolidated statements of operations.

Under the liability method, a deferred tax asset or liability is measured based on the difference between the financial statement and tax bases of assets and liabilities, as measured by the enacted tax rates.

The following table presents a reconciliation of the statutory income tax rate to the Company’s effective tax rate, as a percentage of income before taxes for the years ended December 31, 2014 and 2013:

The Company continues to evaluate unrecognized tax benefits as additional legislation and tax rulings are issued by the various tax authorities to which the Company is subject and as additional facts and circumstances develop.

The Company has federal and state net operating losses (pre-tax) of approximately $26,251,675 and $13,185,079, respectively, as of December 31, 2014. These net operating losses (NOLs) begin to expire in 2031.

Applicable authoritative accounting guidance requires that deferred tax assets be reduced by a valuation allowance if it is more-likely-than-not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences are deductible. In making this determination, management

considers all available positive and negative evidence affecting specific deferred tax assets, including the Company’s past and anticipated future performance, the reversal of deferred tax liabilities, the length of carryback and carry forward periods and the implementation of tax planning strategies.

Objective positive evidence is necessary to support a conclusion that a valuation allowance is not needed for all or a portion of deferred tax assets when significant negative evidence exists. Allocations of income from GSENC and GSENM are expected to be sufficient to allow the Company to realize the benefit of a portion of its deferred tax assets, including NOLs. The Company has recognized a valuation allowance against the remaining deferred tax assets.

Management’s judgment is required in determining tax provisions and evaluating tax positions. Although management believes its tax positions and related provisions reflected in the consolidated financial statements are fully supportable, it recognizes that these tax positions and related provisions may be challenged by various tax authorities. These tax positions and related provisions are reviewed on an ongoing basis and are adjusted as additional facts and information become available, including progress on tax audits, changes in interpretation of tax laws, developments in case law and closing of statute of limitations. The Company’s tax provision includes the impact of recording reserves and any changes thereto. As of December 31, 2014, the Company has a number of open tax years with various taxing jurisdictions that range from 2010 to 2014.

As a condition to claiming Section 1603 Grants, the Company is required to maintain compliance with Section 48 of the IRC for a period of five years following COD. Failure to maintain compliance with the requirements of Section 48 could result in recapture of the amounts received, plus interest. The Company was in compliance with all relevant requirements of Section 48 at December 31, 2014 and 2013.

The Company has entered into a 20-year PPA for the NC1 project with the Tennessee Valley authority, which provides for the receipt of payments in exchange for the sale of all solar-powered electric energy. The electricity payments are calculated based on the amount of electricity delivered at a designated delivery point at a fixed price equal to $0.12 per kilowatt hour sold plus a variable rate, which has both a residential and commercial component. At December 31, 2014 and 2013, the residential rate was $0.10357 and $0.1022, respectively, and the commercial rate was $0.12283 and $0.1214, respectively, per kilowatt hour. The Company is dependent on this arrangement. Should the arrangement with the Tennessee Valley Authority be terminated or expire, the Company would be financially dependent on the stockholders.

Energy produced by Phase 1 and Phase 2 of the New Mexico projects is sold to Xcel Energy, a local electric utility serving the Roswell, New Mexico area. Phase 1 and Phase 2 also sell all excess electricity and related attributes, such as SREC, to Southwestern Public Service Company, at a rate of $0.2000 and $0.1700 per kilowatt hour, respectively.

Energy produced from GSEMA1 is sold to the Town of Sandwich in Massachusetts. The renewable energy credits are sold to XE MA REC AV, LLC, at a rate of $195 per SREC.

Energy produced from GSEMA2 is sold to the Devens Utility in Shirley, MA. The renewable energy credits are sold to Devens SREC Funding, LLC, at a rate of $200 per SREC.

In 2012, the Company granted 1,800,000 non-vested shares to employees. The shares vest quarterly over a 2 year period starting on June 1, 2012. The non-vested shares are accounted for as equity awards with compensation expense measured on the grant date at the fair value of the Company’s common shares. Compensation expense recorded in 2014 and 2013 was $231,494 and $614,400, respectively. This grant was modified in 2013 as disclosed below.

In 2013, the Company established a share-based compensation plan (the Plan) providing for restricted share awards to executives, board members and service providers. Awards under the plan include both a service condition, which is continuous employment over a four-year period, and a performance condition defined as a change in control or liquidity event, as defined. The Plan modified the 1,800,000 non-vested shares granted to employees in 2012, adding the vesting conditions. This modification did not result in incremental compensation expense as the modification changed the vesting of the shares to be not probable.

Additional restricted shares were issued to employees in 2013 under the Plan. As vesting of these shares is not probable, no compensation expense has been recognized for these awards. There was $192,094 and $67,876 of unrecognized compensation expense at December 31, 2014 and 2013, respectively, related to unvested restricted shares.

The following table is a summary of restricted shares granted to employees and the related grant date fair value:

In 2013, the Company granted 300,000 restricted shares to directors as a consideration for each year of service. Accordingly, the Company recorded $63,731 as compensation expense in 2013.

In 2013, the Company granted 400,000 non-vested shares to non-employees in connection with the preliminary development of GSEMA1, a project in Sandwich, Massachusetts. Accordingly, the Company recorded $317,000 as compensation expense in 2013. In 2014, the Company modified the non-vested shares and converted to restricted shares. This modification did not result in incremental compensation expense as the modification changed the vesting of the shares to be not probable.

Basic and diluted earnings per share are calculated by dividing net loss by the average number of shares outstanding during each period.

For 2014 and 2013, respectively, 878,412 and 301,052 warrants were excluded from diluted loss per share calculations because they would have been anti-dilutive in nature. All other warrants have been excluded from diluted loss per share calculations because due to the net losses they are anti-dilutive.

Management evaluated the activity of the Company through March 27, 2015, the date the consolidated financial statements were available to be issued, and concluded that all subsequent events requiring recognition or disclosure in the consolidated financial statements have been recognized or disclosed in the consolidated financial statements or the notes to the consolidated financial statements.

In March 2015, the Company entered into a merger agreement with LightBeam Electric Company (LightBeam) pursuant to which LightBeam will acquire the Company immediately prior to the completion of LightBeam’s initial public offering.

We have audited the accompanying consolidated balance sheets of Global Ampersand LLC and subsidiaries (the “Company”) as of December 31, 2014 and 2013, and the related consolidated statements of operations, member’s deficit, and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Global Ampersand LLC and subsidiaries as of December 31, 2014 and 2013, and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company’s recurring losses from operations, current liabilities in excess of current assets and debt maturing in the current year raise substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

As discussed in Note 10 to the consolidated financial statements, the accompanying consolidated 2013 financial statements have been restated to correct certain misstatements.

The accompanying notes are an integral part of these consolidated financial statements.

Global Ampersand LLC (the Company), formed under the state laws of Delaware on August 26, 2006 and wholly-owned by ACM California LLC, engages in activities related to developing, owning, managing and operating biomass energy production facilities. Global Ampersand LLC owns a 100% capital interest in Merced Power, LLC (Merced) and Ampersand Chowchilla Biomass LLC (Chowchilla), respectively. Merced and Chowchilla each operate a 12.5MW biomass-fired electrical generation facility in Merced and Chowchilla, California, respectively (together, the Facilities). The Facilities use wood waste, construction waste, agricultural products, and other types of organic materials as fuel to generate electricity for sale to utility companies.

The Company is an exempt wholesale generator pursuant to Section 1262(6) of the Public Utility Holding Company Act of 2005 as determined by the Federal Energy Regulatory Commission. The Company sells electricity to Pacific Gas and Electric Company (PG&E) pursuant to two power purchase agreements (PPAs), each originally 15 years in term. On December 12, 2008, the Chowchilla facility’s commercial operation date was deemed and the term of the PPA began and will continue through February 3, 2031 per amendment VI. On February 21, 2009, the Merced facility achieved its commercial operation date, and the term of the PPA began and will continue through February 3, 2031, (collectively, the CODs).

These consolidated financial statements have been prepared on a going concern basis, which assumes the realization of assets and settlement of liabilities in the normal course of business. To date, the Company has had negative operating cash flows, net losses, has had debt forgiveness and has debt that is currently due or in default. The Company’s ability to continue as a going concern is dependent upon its continuing ability to obtain debt or equity financing to fund its operations and generate positive cash flow from ongoing business operations. There is no assurance that debt or equity financing will be available when needed on terms acceptable to the Company, or at all, which casts substantial doubt on the Company’s ability to continue as a going concern.

These consolidated financial statements do not include any adjustments to the carrying value or classification of recorded asset amounts and carrying value or classification of liabilities that might be necessary, should the Company be unable to continue as a going concern. Management’s plan to remedy the doubt of a going concern is to sell the assets of the Company in the near future. Refer to the discussion within the subsequent event (Note 9). In the event that the sale of the operational assets of the Company does not close, management would seek to refinance its current debt to raise adequate capital to fund operations. However, as noted above, there is no assurance that financing will be available on terms acceptable to the Company.

The accompanying consolidated financial statements include the accounts of Global Ampersand LLC and its wholly-owned subsidiaries, Merced and Chowchilla. All significant intercompany accounts and transactions have been eliminated in the consolidated financial statements.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the period presented. The most significant estimates with regard to these consolidated financial statements relate to impairment of long-lived assets and going concern assumptions. Actual results could differ from those estimates, and such differences may be material to the consolidated financial statements.

The Company maintains cash deposits with financial institutions, which may at times exceed federally insured limits. The Company periodically assesses the financial condition of the institutions and believes the risk of loss to be remote.

Accounts receivable are stated at the amount the Company expects to collect from outstanding balances. The Company provides for probable uncollectible amounts through a charge to earnings and a credit to an allowance for doubtful accounts based on its assessment of the current status of individual accounts. Balances outstanding after the Company has used reasonable collection efforts are written off through a charge to the allowance for doubtful accounts and a credit to accounts receivable.

As of December 31, 2014 and 2013, the Company has reviewed and determined that all balances in accounts receivable are fully collectible and, accordingly, there is no allowance for doubtful accounts.

The Company sells electricity primarily to its sole customer, Pacific Gas & Electric Company (PG&E). Total revenues for sales to PG&E represent 99.8% in 2014 and 99.3% in 2013 and 100% of accounts receivable in both 2014 and 2013.

Inventories are stated at the lower of cost or market. Cost is determined by the first-in, first-out method. Market is generally based on net realizable values.

Property, plant and equipment represent the costs of completed and operational projects transferred from construction in progress as well as land, furniture and fixtures, vehicles and other equipment. Property, plant and

equipment are stated at cost, less accumulated depreciation and impairment. Depreciation is calculated using the straight-line method over the assets’ useful lives. Biomass plants are depreciated over twenty years and the remaining assets are depreciated over five to ten years. Land is not depreciated. Improvements to property, plant and equipment deemed to extend the useful economic life of an asset are capitalized. Upon retirement, sale or other disposition of equipment, the cost of and accumulated depreciation are removed from accounts and the related gain or loss, if any, is reflected in the year of disposal in the consolidated statements of operations. Repair and maintenance costs are expensed as incurred. Impairment is recorded as incurred in the consolidated statements of operations.

The Company records security deposits related to leased properties and security deposits with PG&E, as mandated within their PPA agreements.

Emission reduction credits (ERC) are recorded at their cost at the date of acquisition and are classified as indefinite lived assets as the credits do not have a contractual life nor is there an identifiable consumption pattern. The Company evaluates the credits for impairment on an annual basis. The Company does not believe the ERCs are impaired as of December 31, 2014 and 2013.

The Company periodically evaluates its investments in long-lived assets for impairment whether events have occurred that would require revision of the remaining useful life of equipment and improvements and purchased intangible assets or render them not recoverable. If such circumstances arise, the Company uses an estimate of the undiscounted value of expected future operating cash flows to determine whether the long-lived assets are impaired. If the aggregate undiscounted cash flows are less than the carrying amount of the assets, the resulting impairment charge to be recorded is calculated based on the excess of the carrying value of the assets over the fair value of such assets, with the fair value determined based on an estimate of discounted future cash flows. The Company does not believe any events have occurred that would indicate its long-lived assets were impaired at December 31, 2014 and 2013.

The Company has elected to be treated as a partnership for federal and state income tax purposes. Accordingly, there is no provision for federal and state income taxes.

There are no uncertain tax positions that would require recognition in the financial statements. If the Company were to incur an income tax liability in the future, interest on any income tax liability would be reported as interest expense and penalties on any income tax would be reported as income taxes in the consolidated statement of operations. Management’s conclusions regarding uncertain tax positions may be subject to review and adjustment at a later date based upon ongoing analysis of or changes in tax laws,

regulations and interpretations thereof as well as other factors. Generally, federal, state and local authorities may examine the Company’s tax returns for three years from the filing date and the current and prior three years remain subject to examination.

The Company derives revenue from the generation of energy. Energy generation revenue is recognized as electricity is generated and delivered to the grid from either the Chowchilla or Merced biomass power facilities, and collectability is reasonably assured. Revenues are based on actual output and contractual sale prices set forth in long-term PPAs, assuming all other revenue recognition criteria are met. The Company evaluates its PPAs to determine whether they are in substance leases or derivatives and, if applicable, recognizes revenue pursuant to ASC 840 Leases and ASC 815 Derivatives and Hedging, respectively. As of December 31, 2014 and 2013, there were no PPAs that were accounted for as derivatives. Revenue from the PPAs are accounted for as operating lease revenue.

When the Company is eligible for Section 1603 Grants, the Company recognizes a receivable and corresponding deferred income for the grants when the Facilities are placed in service and the Section 1603 Grant is awarded. Eligibility and collectability are determined based upon an analysis of the related Facilities’ compliance with legal and regulatory requirements, and completion of related Section 1603 Grant applications. Deferred grant income is amortized using the straight-line method over the useful life of the related Facilities.

The Company has filed for Section 1603 Grants related to refurbishment of the Facilities, held by the Company in the aggregate amount of $24,582,257. Between September 2012 and January 2013, the U.S. Department of Treasury has authorized payment for $2,272,726 of the total amount requested and has effectively denied payment on the remaining amounts based on the difference in the interpretation of the service dates of the Facilities. The Company is currently contesting this position. As such, the Company has not recorded the receivable and related deferred income for the denied portion of the section 1603 Grants.

Power purchase agreements have been executed with Pacific Gas and Electric for the two biomass plants. The PPAs have a term of 20 years from the date of execution of the latest amendments to the PPA. The latest amendments to the PPA were dated as of February 8, 2011. Revenue from the PPAs are accounted for as operating lease revenue. Future minimum revenue required under the PPAs are payable to the Company as follows:

Management has estimated the fair value of the Company’s financial instruments. Management believes that the estimated fair value of certain instruments, such as cash, accounts receivable, prepaid expense, accounts payable and other accrued liabilities, and due to related parties, approximated their carrying amounts as of December 31, 2014 and 2013, due to the short-term nature of these financial instruments. Due to the nature and condition of the Company’s debt arrangements, it is not practicable to estimate the fair value of the debt. Information pertinent to each debt arrangement is disclosed in Note 6.

In November 2014, the FASB issued ASU 2014-17, Pushdown Accounting, which gives an acquired entity the option of applying pushdown accounting in its stand-alone financial statements upon a change-in-control event. ASU 2014-17 is effective immediately and the Company has adopted ASU 2014-17. As discussed in Note 8, the Company was acquired on December 28, 2010. The Company has adopted ASU 2014-17 effective on the December 28, 2010 change-in-control date.

In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The standard will explicitly require management to assess an entity’s ability to continue as a going concern, and to provide related disclosures in certain circumstances. The new standard incorporates and expands upon certain principles that are currently in the auditing standards. Specifically, the new standard defines substantial doubt, requires assessments each annual and interim period, provides an assessment period of one year from the issuance date, and requires disclosures both when substantial doubt is alleviated by management’s plans and when substantial doubt remains unalleviated. ASU 2014-15 will be effective for annual periods ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company is currently in the process of evaluating the impact of adoption of this ASU on the Company’s consolidated financial statements.

transaction price and allocating the transaction price to each separate performance obligation. This guidance will be effective for the Company in the first quarter of its fiscal year ending December 31, 2017. The Company is currently in the process of evaluating the impact of this adoption of this ASU on the Company’s consolidated financial statements.

The Company, as a wholly-owned subsidiary of ACM California LLC, has a single membership interest and accordingly earnings per membership interest is the equivalent of earnings. Therefore, earnings per membership interest information has not been presented.

State regulations require that the Company hold Emission Reduction Credits for the Chowchilla biomass plant. At the date of their acquisition, the cost of the emission reduction credits certificates was $2,492,609. While the Chowchilla biomass plant is in operation, these emission reduction credits have to be held at the San Joaquin Valley Air Pollution Control District as offsets to the estimated emissions from the plant. If operations cease at the Chowchilla biomass plant, the emission reduction credits, which are no longer required as part of the offsetting program, can be sold, leased, or retained for future use. The credits do not have a contractual life nor is there an identifiable consumption pattern. The Company has classified these as indefinite lived intangible assets.

In accordance with GAAP, the Company annually reviews the carrying value of intangible assets to determine whether impairment may exist. The Company does not believe any events have occurred that would indicate its emission reduction credits are impaired at December 31, 2014 and 2013, respectively.

All debt, as described below, is considered to be current either based on its maturity date or as a result of the Company’s non-compliance with certain financial and non-financial covenants, attached to the debt.

On June 29, 2007, the Company entered into a Convertible Senior Secured Note (the Note) with D.E. Shaw Synoptic Acquisition VII, LLC (D.E. Shaw). Under the terms of the Note, D.E. Shaw agreed to make advances of funds to the Company, from time to time, on or prior to the earlier of the closing of permanent financing, as defined in the Note, or the date of which acceptance of the Facilities occurs (the Maturity Date), in an aggregate principal amount of up to $26,500,000. The Company incurs a 15% per annum interest rate on all outstanding principal that compounds daily. All unpaid accrued interest is due and payable upon the maturity of the Note. In the event of default, interest shall be assessed at a rate of 18% per annum, compounding daily. The Note entered default in December 2007, at which point the default interest rate became effective.

From December 2007 through December 2010, the Company had subsequently amended the Note with D.E. Shaw (the Note Amendments) to:

On December 15, 2010, ACM Corp. 6, a wholly-owned subsidiary of Akeida Environmental Master Fund (the Master Fund) (Note 8) acquired all of the debt from D.E. Shaw. The Note was subordinated on May 29, 2009 to the Term Note Agreement (B) described below.

Through the note amendment dated December 30, 2013, ACM Corp. 6 agreed to provide the Company debt forgiveness, of interest and principal, in the amount of $16,500,000. In addition, the interest rate was reduced to 0.1%. Through the note amendment dated December 30, 2014, ACM Corp. 6 agreed to provide the Company debt forgiveness, of interest and principal, in the amount of $8,000,000.

As ACM Corp. 6 is considered a related party (Note 8), the Company has recognized the debt forgiveness as a contribution to member’s equity within the statements of member’s deficit in the amounts of $8,000,000 and $16,500,000 for the years ended December 31, 2014 and 2013, respectively.

The Note contains certain non-financial covenants. As of December 31, 2014 and 2013, the Company was not in compliance with certain covenants, which constitutes a default as defined within the Note. As a result of the default all outstanding principal and accrued interest has been presented as current liabilities on the accompanying consolidated balance sheets.

Under certain terms of the Note it may become mandatory for the Lender to convert the Convertible Amount of the principal into Class A Member’s interest. However, in December 2007, the Note entered default, effectively terminating the Lender’s mandatory conversion clause thereafter. As a result, when the Note was acquired by the Company in 2010 the mandatory conversion feature was already negated.

Principal outstanding and accrued interest, due and payable on the Note, amounted to $7,500,000 and $47,500, respectively, as of December 31, 2014. Principal outstanding and accrued interest, due and payable on the Note, amounted to $15,500,000 and $32,000, respectively, as of December 31, 2013.

On May 25, 2009, the Company entered into a Term Note Agreement (the Term Note) with ACM Corp. 4 (the Holder), which is a related party of the Company (Note 8). The Term Note was for a principal amount of $9,000,000, with interest assessed at an annual rate of 15%. Interest is due and payable, in arrears on the 1^st of each month. In the event of default the assumed interest rate shall revert to 20% per annum. No principal payments were made on the Term Note. The Term Note originally matured on May 25, 2011.

The Company has subsequently amended the Term Note four times (the Amendments). Under the Amendments the maturity date of the Term Note has been extended through December 31, 2015.

The Term Note calls for the Holder to provide certain voluntary advances at its sole discretion. During the year ended December 31, 2014, the Holder did not advance to the Company. During the year ended December 31, 2013, the Holder advanced the Company $1,879,521. The Holder has advanced the Company a total of $24,329,472 over the duration of the Term Note.

The Term Note contains certain financial and non-financial covenants. As of December 31, 2014 and 2013, the Company was not in compliance with certain covenants, which constitute a default on the Term Note. Additionally, the Company was in breach of the ‘Cross Default Clause’ of the Term Note which specifies a default on the Note shall constitute a default on the Term Note. As a result of the default, all outstanding principal and accrued interest has been presented as current liabilities on the balance sheets.

Principal outstanding and accrued interest, due and payable on the Term Note, as of December 31, 2014, amounted to $33,329,472 and $12,067,249, respectively. Principal outstanding and accrued interest, due and payable on the Term Note, as of December 31, 2013, amounted to $33,329,472 and $8,148,892, respectively.

On May 25, 2009, a Subordination Agreement was entered into between the Holder and D.E. Shaw. The Subordination Agreement advanced the Term Note (B) to senior debt and the Note (A) to subordinate debt.

On March 4, 2011 and April 6, 2011, the Company entered into certain long-term financing agreements (the Financing Agreements) for the acquisition of heavy equipment. These Financing Agreements of $8,474 have been fully paid during the year ended December 31, 2014.

On December 20, 2013, the Company entered into a promissory note with a lender in the principal amount of $500,000, with interest assessed at a rate of 10.71% per annum. The promissory note matured on April 30, 2014 is past due, and therefore all outstanding principal and accrued interest is currently payable.

Principal outstanding on the promissory note as of December 31, 2014 and 2013 amounted to $483,334.

On January 8, 2014, the Company entered into a promissory note with a lender, in the principal amount of $100,000, with interest assessed at a rate of 18% per annum. The promissory note matured on April 30, 2014, is past due and therefore all outstanding principal and accrued interest is currently payable.

On January 8, 2014, the Company entered into another promissory note with a lender, in the principal amount of $100,000, with interest assessed at a rate of 12% per annum. The promissory note matured on April 30, 2014, is past due, and therefore all outstanding principal and accrued interest is currently payable.

On January 10, 2014, the Company entered into another promissory note with a lender, in the principal amount of $200,000, with interest assessed at a rate of 18% per annum. The promissory note matured on April 30, 2014, is past due, and therefore all outstanding principal and accrued interest is currently payable.

On March 27, 2014, the Company entered into a promissory note with a lender, in the principal amount of $1,000,000, with interest assessed at a rate of 12% per annum. The promissory note matured on September 27, 2014, is past due, and therefore all outstanding principal and accrued interest is currently payable.

On August 14, 2014, the Company entered into a promissory note with a lender, in the principal amount of $50,000, with interest assessed at a rate of 12% per annum. The promissory note matures on December 31, 2015, at which time all outstanding principal and accrued interest is due and payable.

Principal outstanding and accrued interest, due and payable on all of the promissory notes, amounted to $1,933,334 and $160,033 respectively, in 2014. Principal outstanding and accrued interest, due and payable on the Note, amounted to $483,334 and $0, respectively, in 2013.

On July 2, 2012, the Company entered into a letter of credit agreement (the Letter Agreement) with a financer (the Financer). The Letter Agreement called for the Financer to make available to the Company up to $6,000,000 (the Line). The Company incurs 10% per annum, interest on all proceeds drawn and outstanding on the Line. The Letter Agreement shall terminate on June 30, 2015.

The Letter Agreement was subsequently amended in December 2012. Per the amendment the Financer increased the Line available to the Company by $2,000,000 for a total line of $8,000,000 (the Amended Line).

As of December 31, 2014 and 2013, the Company has not drawn from the Line. The procurement fee paid by the Company for the right of use of the Line is $66,667 per month. The Company has incurred procurement fees of $800,004 in each of the years ended December 31, 2014 and 2013, which are included as part of interest expense on the accompanying statements of operations. Accrued interest at December 31, 2014 and 2013 amounted to $66,667.

The Company leases 12.5 acres of real property in Madera County, California. The Company leases the property for the purpose of construction, installation, operation, and maintenance of the Chowchilla biomass power generation facility. The initial term of the lease is for a period of one hundred ninety-six months (ten months for construction and start-up of the facility). The lease calls for a First Term Extension Option to extend the term for an additional five years. If the First Term Extension Option is exercised, the Company shall have a second term extension option to extend the lease for an additional five years. Rent under the lease is $15,000 per month for years one through five; $16,000 per month for years six through ten; and $17,000 per month for years eleven through fifteen. If the Company elects the First Term Extension Option, rent will be $18,000 per month for years sixteen through twenty. If the Company elects to extend the lease under the second option, monthly rent will be $19,000 per month for years twenty-one through twenty-five. Rental payments will be reduced by 50% of the rental payment in effect at the start of decommissioning. The lease agreement provides for the Company to be solely responsible for all utility charges, maintenance expenses, real estate taxes, and insurance.

Prior to the beginning of the lease term, the Company had to make payments to the lessor to be used to prepare the premises for the start of the term. In addition to the premises preparation payments, the Company made a $90,000 deposit which will be held by the lessor during the term of the lease. At the end of the term, the lessor shall use the deposit to repair any and all damages to the buildings, roads, fencing, gates, clean-up, or as the lessor sees fit, in order to return the lessor’s property to the same condition that the property was in when it was leased to the Company, excepting reasonable wear and tear as may be expected over the term of the lease. Any remaining portion of the deposit shall be returned to the Company.

Future minimum rental payments required under the non-cancellable real estate operating lease, excluding certain operating expense payable by the Company, are as follows:

The total rental payments charged to expense by the Company amounted to $192,000 for the years ended December 31, 2014 and 2013, respectively.

On February 1, 2013, the Company entered into a cancellable operations and management agreement with Deltaway Operation Services, LLC (the Operator), (the O&M Agreement) for the operation and maintenance of the Facilities, through March 1, 2023.

As compensation for the services provided by the Operator, under the O&M Agreement the Company will pay all reasonable reimbursable cost and operating expenses incurred by the Operator. Additionally, the Company shall pay the Operator a management fee in the amount of $260,000 annually (the Management Fee).

The Management Fee is subject to escalation adjustments, on an annual basis effective January 1st, of the lesser of 2.25% or the annual change in the consumer price index as defined in appendix C of the O&M Agreement.

Under the O&M Agreement, the Operator was paid $262,261 and $238,333 for the years ended December 31, 2014 and 2013, respectively, for operation and management services rendered. There was no escalation adjustment to the Management Fee.

On March 27, 2007, the Company entered into a cancellable operations and management agreement with NAES Corporation (the Prior Operator) for a five-year period commencing on December 31, 2007 through December 31, 2012. NAES remained the transitional period facility operator from January 1, 2013 through March 1, 2013, at which time the Operator assumed control of the facilities.

Future minimum facilities operation fees required under the agreement with the Operator, not including escalation cost, reimbursable or operating cost, are payable by the Company as follows:

On December 28, 2010, Global Ampersand was acquired by ACM California LLC. ACM California LLC is a sole member entity owned by the Akeida Environmental Fund LP (Akeida), which is one of two shareholders in the Akeida Environmental Master Fund Ltd. (the Master Fund).

Through its subsidiaries, the Master Fund manages the Company and the Facilities and holds the senior and subordinate debt. ACM Corp. 4 and ACM Corp. 6 are wholly-owned subsidiaries of the Master Fund and are the Company’s Lenders (Note 6).

As owner, lender and manager to the Company, there are a number of related party transactions between various Akeida entities and the Company. These related party transactions can be categorized as either lender transactions or management transactions. ACM Corp. 4 is the Company’s senior lender under the Term Note Agreement (B) (Note 6). ACM Corp. 6 is the Company’s subordinate lender under the Convertible Senior Secured Note Agreement (A) (Note 6). Pursuant to the Agreements, the Company is liable for all reasonable costs and expenses incurred to administer and monitor the notes, which includes legal fees, administration fees and taxes. The Company is also responsible for reimbursing Akeida Capital Management (an Akeida entity) for costs incurred to manage the Company, which includes travel expenses, taxes, insurance and professional fees.

During the years ended December 31, 2014 and 2013, the Company incurred administration and monitoring costs related to the notes, with Akeida, in the amounts of $2,454 and $17,338, respectively. During the years ended December 31, 2014 and 2013, the Company incurred management cost, with Akeida, in the amounts of $19,715 and $121,520, respectively.

The Promissory Notes (D) (Note 6) have been entered into with management and directors of the Company and Akeida.

The Company has evaluated subsequent events and transactions for potential recognition or disclosure in the consolidated financial statements through March 27, 2015, the date the financial statements were available to be issued. Except as described below, no other events have occurred that require adjustment to or disclosure in the consolidated financial statements.

The owners of the Company are currently negotiating purchase agreements with LightBeam Electric Company (LightBeam) to sell the Chowchilla and Merced operational assets of the Company, contingent upon LightBeam simultaneously closing on its initial public offering of LightBeam’s stock.

Subsequent to the issuance of the Company’s 2013 financial statements, management determined that the cash received for a grant related to the construction of a plant in the amount of $1,136,207 which was incorrectly classified within operating activities and should have been classified within investing activities, given its nature. The consolidated statement of cash flows for the year ended December 31, 2013 has been restated to correct these misstatements. The effects of the restatement are summarized in the table below:

We have audited the accompanying combined financial statements of CWE Northwind Limited, CWE Norwin Limited, CWE Endurance Limited, CWE DS Limited, and CWE WH Limited and its wholly owned subsidiaries (collectively, the Company, or the Constantine Wind Energy Portfolio), which are under common control, which comprise the combined balance sheets as of December 31, 2014 and 2013, and the related combined statements of operations, comprehensive loss, shareholders’ deficit, and cash flows for the years then ended, and the related notes to the combined financial statements.

Management is responsible for the preparation and fair presentation of these combined financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of combined financial statements that are free from material misstatement, whether due to fraud or error.

Our responsibility is to express an opinion on these combined financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the combined financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the combined financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the combined financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the combined financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

In our opinion, the combined financial statements referred to above present fairly, in all material respects, the financial position of Constantine Wind Energy Portfolio as of December 31, 2014 and 2013, and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

The accompanying combined financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the combined financial statements, the Company has suffered recurring net losses and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 2 to the combined financial statements. The combined financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

The accompanying notes are an integral part of these combined financial statements.

The Constantine Wind Energy Portfolio combined financial statements combine the results and position of several subsidiary undertakings (collectively, the Company) of Constantine Wind Energy Limited. Constantine Wind Energy Limited (CWE) is a company incorporated under the Companies Act 2006 in the United Kingdom (UK), registered number 07663015, and is owned: 42.5% by Constantine Group plc, registered number 00649369; 42.5% by JEMM Capital Limited, registered number 06937797; and 15% by Mr. Sean Notley, a private individual. The subsidiaries of CWE were also incorporated under the Companies Act 2006 in the United Kingdom. The Company engages in the development, construction, financing, ownership, and operation of wind turbine facilities in the UK. Financing of the acquisition or construction of facilities is done primarily through advances from CWE and its shareholders. The Company sells the electricity generated by the wind facilities under power purchase agreements (PPAs) to third-party customers, typically consisting of public utilities, energy co-operatives, municipalities, or private entities. It receives the majority of its income from Feed-In Tariffs (FITs), which are 20-year subsidies for energy generation payable at a fixed rate per kilowatt hour (kWh) underwritten by the government of the United Kingdom.

CWE Endurance Limited, incorporated on November 7, 2011 with £1 of share capital

CWE WH Limited, incorporated on November 2, 2012 with £100 of share capital, and its wholly-owned subsidiaries:

The combined entities are under the common control of Constantine Wind Energy Limited. Intercompany transactions have been eliminated upon combination. Constantine Wind Energy Limited owns 100% of the share capital of CWE Northwind Limited, CWE Norwin Limited, CWE Endurance Limited and CWE DS Limited, and 80% of the equity of CWE WH Limited. The combined financial statements combine 100% of the results and position of these companies (and the wholly-owned subsidiaries of CWE WH Limited), presented to reflect the assets or shares to be acquired by Fifty ID RE Limited, a company incorporated under the Companies Act 2006 in the UK, registered number 09158616, for immediate resale to LightBeam Electric Company (LightBeam), a company incorporated in the State of Delaware in the United States of America (see Note 10).

Certain reclassifications have been made within the combined statements of cash flows related to the 2013 financial statements in order to conform to the presentation used in the 2014 financial statements. The impact on each of the cash flows from operating activities, investing activities and financing activities was not material.

The preparation of combined financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the combined financial statements, and the reported amounts of revenues and expenses during the reporting period. The most significant estimates with regard to these combined financial statements relate to the assumptions utilized within the asset retirement obligation calculations, estimated lives of property, plant and equipment, deferred tax and going concern assumption. Actual results could differ from those estimates and such differences may be material to the combined financial statements.

The Company maintains cash, which consists principally of demand deposits with high credit quality financial institutions. The Company periodically assesses the financial condition of the institutions and believes the risk of loss to be remote.

The Company classifies cash as restricted when it is unavailable for withdrawal or usage for general operations. During 2013, the Company entered into debt agreements with various lenders that specify certain amounts of loan proceeds be deposited into debt service reserve accounts. The balance of cash held in such accounts totaled $622,821 and $280,296 at December 31, 2014 and 2013, respectively. The release of restricted cash is dependent upon timely repayment of the debt and compliance with financial covenants.

The Company derives revenue from the sale of electricity and the related renewable energy FITs and levy exemption certificates (LECs), net of sales tax, collectively energy generation. Energy generation is recognized as delivered to the customers. Revenues are recorded on an accrual basis and are based on actual output and contractual sales prices set forth in the PPAs.

The Company’s receivables are uncollateralized customer obligations from energy generation. The Company maintains an allowance for doubtful accounts for the estimated probable losses on uncollectible accounts. The allowance is based upon the creditworthiness of the Company’s customers, historical experience, the age of the receivable and current market and economic conditions. Uncollectible amounts are charged against the allowance. The Company believes all amounts are collectible and an allowance for doubtful accounts is not required as of December 31, 2014 and 2013. Unbilled amounts included in accounts receivable were $ 1,249,369 at December 31, 2014 and $446,170 at December 31, 2013.

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable. The Company places its cash with high quality institutions to mitigate the potential risk of loss.

The Company sells electricity primarily to creditworthy utilities under long-term, fixed priced PPAs. The Company had three customers that accounted for 99% of the combined revenues and receivables in 2014. The Company had two customers that accounted for approximately 95% of the combined revenues and receivables in 2013. The majority of the Company’s revenue from energy generation derives from FITs which are 20-year U.K. subsidies for renewable energy generation underwritten by the government, payable at a fixed rate per kWh, but responsibility for paying these FITs to the Company rests with the utility companies.

Property, plant and equipment represent the costs of completed and operational projects and development in progress. Property, plant and equipment are stated at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the assets’ useful lives of twenty years. Improvements to property, plant and equipment deemed to extend the useful economic life of an asset are capitalized. Repair and maintenance costs are expensed as incurred.

Costs incurred related to the developing, permitting, preconstruction, construction, and direct administrative costs are capitalized as development in progress. Interest costs incurred on debt during the construction phase and all deferred financing costs amortized during the construction phase are also capitalized in development in progress. The Company capitalizes interest on long-term projects using a rate that approximates the weighted average cost of borrowing. Upon achieving commercial operations, development in progress is transferred to wind turbine facilities, which are depreciated over its estimated useful lives using the straight-line method.

The Company reviews its investment in property, plant and equipment for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. When evaluating impairment, if the undiscounted cash flows estimated to be generated by the property, plant and equipment are less than its carrying amount, management compares the carrying amount of the property, plant and equipment to its fair value in order to determine whether an impairment loss has occurred. The amount of the impairment loss is equal to the excess of the asset’s carrying value over its estimated fair value.

a leasing arrangement are accounted for as a liability in the initial period recognized. Upon initial recognition of the ARO liability, an equal ARO asset is also recognized, which is amortized over the term of the lease. After initial recognition of the liability, the Company accretes the ARO to its future value over the facility’s useful life or lease period.

Financing costs incurred in connection with obtaining construction and term financing are deferred and amortized over the lives of the respective loans using the straight line method, which approximates the effective-interest method. Amortization of deferred financing costs is recorded as interest expense in the combined statements of operations and is subject to the Company’s capitalized interest policy.

Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences arising between the tax bases of assets and liabilities and their reported amounts for financial reporting purposes.

The Company records valuation allowances to reduce deferred tax assets to the amount expected to be realized. In assessing the adequacy of recorded valuation allowances, the Company considers a variety of factors including losses in recent years, the scheduled reversal of deferred tax liabilities, future taxable income and prudent and feasible tax planning strategies.

The Company follows Accounting Standards Codification (ASC) 740, Income Taxes, on accounting for uncertainty in income taxes, which, among other things, prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return, and provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The amount recognized is subject to estimate with respect to the likely outcome of each uncertain tax position. The amount that is ultimately sustained for an individual uncertain tax position or for all uncertain tax positions in the aggregate could differ from the amount recognized. As of December 31, 2014 and 2013, the Company did not recognize any uncertain tax positions and no unrecognized tax benefits. Penalties and interest assessed by income tax authorities would be included in interest expenses. For the years ended December 31, 2014 and 2013, the Company did not incur any penalties and interest. The Company files income tax returns in the U.K. The Company’s U.K. income tax returns for August 31, 2013 and forward are subject to examination.

The Company records value-added tax (VAT) as either a receivable or a payable on the accompanying combined balance sheets when net amounts are either due from or due to, respectively, related to the construction and operations of wind turbine facilities.

Comprehensive income (loss) consists of net loss and other gains and losses affecting equity that, under U.S. GAAP, are excluded from net loss. Significant components of other comprehensive income (loss), net of provision for income taxes, include foreign currency translation adjustments.

The combined financial statements are presented in U.S. dollars. The Company is located and operates in the U.K., and thus utilizes the pound sterling as its functional currency. Assets and liabilities are translated at exchange rates prevailing on the balance sheet date. Revenues and expenses are translated at average exchange rates prevailing during the period. Any resulting translation gains or losses are reported in other comprehensive income (loss).

The Company is subject to a variety of factors, including the economy, the regulatory environment, the electricity markets, and the availability of capital resources. As with any power generation facility, operation of the Company’s wind turbine facilities involves risk, including the performance of the facilities below expected levels of efficiency and output, shut downs due to breakdown or failure of equipment or processes, violation of permit requirements, operator error, labor disputes, weather interferences, or catastrophic events such as fires, earthquakes, floods, explosions, or other similar occurrences affecting a power generation facility or its power purchasers. The occurrence of any of these events could significantly reduce or eliminate revenues generated by these facilities or significantly increase the expenses of each of the facilities, adversely impacting the Company’s ability to make payments of principal and interest on its debt or finance lease obligations when due.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. This ASU supersedes the revenue recognition requirements in Accounting Standards Codification 605—Revenue Recognition and most industry-specific guidance throughout the Codification. The standard requires that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services.

In doing so, companies will need to use more judgment and make more estimates than under today’s guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. This ASU is effective on January 1, 2017 and should be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the ASU recognized at the date of initial application. The Company is currently in the process of evaluating the impact of adoption of this ASU on the Company’s combined financial statements.

In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The standard will explicitly require management to assess an entity’s ability to continue as a going concern, and to provide related disclosures in certain circumstances. The new standard incorporates and expands upon certain principles that are currently in the auditing standards. Specifically, the new standard defines substantial doubt, requires assessments each annual and interim period, provides an assessment period of one year from the issuance date, and requires disclosures both when substantial doubt is alleviated by management’s plans and when substantial doubt remains unalleviated. ASU 2014-15 will be effective for annual periods ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company is currently in the process of evaluating the impact of adoption of this ASU on the Company’s combined financial statements.

In April 2015, the FASB issued ASU 2015-03, Interest—Imputation of Interest. The standard will require debt issuance costs to be presented in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs will be reported as interest expense. Entities will be required to apply the new guidance retrospectively to all prior periods presented. ASU 2015-03 will be effective for annual periods ending after December 15, 2015, and interim periods within those fiscal years. Early application is permitted. The Company is currently in the process of evaluating the impact of adoption of this ASU on the Company’s combined financial statements.

The Company’s parent company, Constantine Wind Energy Limited, and its shareholders have provided the Company with an undertaking that they will support the Company for the foreseeable time, or for so long as Constantine Wind Energy Limited retains control of the Company. However, as disclosed in Note 10, the owners of the Company have entered into a purchase agreement with Fifty ID RE Limited (Fifty ID) to sell all ownership interest in the Company, contingent upon its immediate resale. Fifty ID has entered into a purchase agreement with LightBeam to immediately resell its acquired interest in the Company, contingent upon LightBeam simultaneously closing on its initial public offering of LightBeam’s stock. Whilst management would expect a new owner to continue to support the Company, the inherent uncertainty in respect of the initial public offering and their future plans and ability to support the Company, raises substantial doubt about the Company’s ability to continue as a going concern.

The following presents the categories within property, plant and equipment at December 31, 2014 and 2013:

The Company recorded depreciation expense related to property, plant and equipment of $1,027,655 in 2014 and $576,858 in 2013.

Interest incurred to fund the construction of wind turbine facilities has been capitalized during each facilities development. Interest capitalized totaled $679,031 in 2014 and $186,326 in 2013.

During 2014, the Company incurred losses related to the abandonment of development in progress in the amount of $96,104 ($129,788 in 2013), which is included within the costs of revenue line of the accompanying combined statements of operations.

Deferred financing costs consist of certain legal and bank fees related to the issuance of various debt instruments described in Note 5. Deferred financing costs consist of the following at December 31, 2014 and 2013:

The Company recorded amortization expense related to deferred financing costs of $85,661 and $15,264 in 2014 and 2013, respectively.

The following is a summary of the Company’s indebtedness at December 31, 2014 and 2013:

On September 13, 2013, the Company, through CWE Endurance Limited, entered into a loan arrangement with Close Leasing Limited to provide funding of up to £2,000,000. The loan was amended to increase funding to £4,000,000 as of July 31, 2014. The loan has up to four draw periods allowable and £2,374,260 ($3,687,700) had been drawn as of December 31, 2014. The advances bear interest at fluctuating fixed and variable rates on a daily basis. The principal and interest on the fixed interest portion is repayable in equal quarterly installments for

57% of the advanced amount, with the remaining balance payable in September 2019 for the draws made in 2014 and September 2018 for draws made in 2013. The repayments on the variable interest portion are interest only, payable quarterly, with the principal repayable in September 2019 and 2018 for portions drawn in 2014 and 2013 respectively.

The first advances of £592,445 ($920,186) bear interest at the fixed rate of 8.53% and £253,905 ($394,365) bear interest at the 3 month LIBOR rate plus 6.93%. The second advances of £1,069,537 ($1,661,205) bear interest at the fixed rate range of 8.14%—8.48% and £458,373 ($711,945) bear interest at the 3 month LIBOR rate plus 6.45%-6.95%. At December 31, 2014, £2,224,780 ($3,455,528) remained outstanding from the amounts originally drawn.

The debt includes various financial and non-financial covenants, including debt-service coverage. CWE Endurance Limited was in compliance with all financial covenants at December 31, 2014.

On February 3, 2014, the Company, through CWE Struan Limited, entered into a construction loan agreement totaling £1,200,000 ($1,863,840) from Triodos Bank NV, bearing interest at variable rates. On December 31, 2014, £1,159,907 ($1,801,567) remained outstanding from the amount originally drawn. The principal and interest for this loan is repayable in 180 monthly installments starting in March 2014, with interest and principal due at varying amounts throughout the term of the loan. During the first five years of the repayment period interest and principal will be due on the first tranche of £275,000 ($427,130) with an interest rate of 6.25% and combined monthly payments of interest and principal of £5,349 ($8,308). These payments will conclude in February 2019, at which point the first tranche is expected to be paid. Interest will be paid on the second tranche of £460,000 ($714,472) for the first five years of the loan at a rate of 8.54% with monthly interest payments of £3,234 ($5023). The final tranche of £465,000 ($722,238) will accrue interest, payable monthly, for the first 10 years at a rate of 8.89% with monthly interest payments of £3,445 ($5,351). In the period starting March 2019, interest and principal will be due on the second tranche with an interest rate of 8.54% and monthly combined interest and principal payments of £9,446 ($14,672). Payments will conclude on this portion of the loan in February 2024. Principal and interest payments will be due on the final tranche of £465,000 ($722,238) beginning March 2024 and will conclude in February 2029 at which the point the entire loan is expected to be paid in full. The combined monthly interest and principal payments for this tranche is £9,628 ($14,954). At December 31, 2014 the Company is in compliance with the loan covenants related to this loan.

On November 5, 2014, the Company, through CWE DS Limited, received a loan of £3,400,000 from Assetz SME Capital Limited, bearing interest at fixed rate of 9.50%. On December 31, 2014 £3,400,000 ($5,280,880) remained outstanding from the amount originally drawn. Interest is accrued monthly over the term of the loan principal and interest is due monthly with an initial balloon payment of principal due in October 2015 of the amount of £136,000 ($211,235). Starting in November 2015 principal payments of £11,334 ($17,604) are due monthly for the subsequent 24 months. The final payment on the loan is due in October 2017 and totals £408,016 ($633,730) in principal payments.

On December 10, 2014, the Company, through CWE WH Limited, entered into a loan agreement of £1,000,000 from Triodos Bank NV, bearing interest at a fixed rate of 5.50%. On December 31, 2014 £1,000,000 ($1,553,200) remained outstanding from the amount originally drawn. The balance of the loan is due in full by June 30, 2015. At December 31, 2014 the Company is in compliance with the loan covenants related to this loan.

On December 19, 2014, the Company, through CWE Meikle Float Limited, entered into a loan agreement of £1,210,000 from Triodos Bank NV, bearing interest at variable rates. On December 31, 2014 £1,210,000 ($1,879,372) remained outstanding from the amount originally drawn. The principal and interest for this loan is repayable in 84 monthly installments starting in December 2014, with interest and principal due at varying amounts throughout the term of the loan. During the first two years of the repayment period interest and principal will be due on first tranche of £175,000 ($271,810) of the loan with an interest rate of 4.75% and combined monthly payments of interest and principal of £7,630 ($11,851). These payments will conclude in November 2016, at which point first tranche of £175,000 ($271,810) is expected to be paid. Interest will be paid on the second tranche of £300,000 ($465,960) for the first two years of the loan at a rate of 5.30% with monthly interest payments of £1,325 ($2,058). Interest will be paid on the third tranche of £260,000 ($403,832) for the first five years at a rate of 5.52% with monthly interest payments of 1,196.($1,828) Interest will be paid on final tranche £475,000 ($737,770) for seven years at a rate of 5.52% with monthly interest payments of 2,185. In the period starting in January 2017, interest and principal will be due on the second tranche of £300,000 ($465,960). The interest rate on this tranche is 5.30% and payments of £9,032 ($14,029) for interest and principal will be due monthly for the next 36 months. Payments will conclude on the second tranche in December 2019. Starting in January 2020, interest and principal will be due monthly for the next 24 months the combined interest and principal amount for the third tranche is £11,467 ($17,811) concluding December 2021. Principal on the final tranche of £475,000 ($737,770) will be due in one lump sum in January 2022. At December 31, 2014 the Company is in compliance with the loan covenants related to this loan.

On August 13, 2013, the Company, through CWE Northwind Limited, entered into a credit facility with Raiffeisen Bank International (RBI) to provide up to £7,224,137 ($10,475,000). The loan has up to five draw periods allowable and $4,047,410 had been originally drawn as of December 31, 2014. The advances bear interest at fluctuating fixed and variable interest rates with repayments due in quarterly installments of interest and principal through 2025.

The first advance totaled $2,176,546 and bears interest at a fixed rate of 6.175%. The second advance totaled $2,119,983 and bears interest at a fixed rate of 6.025%. At December 31, 2014, $3,594,606 remained outstanding from the amount originally drawn.

The loan includes various financial and non-financial covenants, including debt-service coverage. CWE Northwind Limited was in compliance with all financial covenants at December 31, 2014.

The bank term loans and credit facility detailed above are secured by fixed and floating charges over the assets and shares of the respective entities.

In addition, the Company has an agreement with 3RE Power Limited that provides 3RE Power Limited with a lien over property at Blairmains Bankhead Farm and Greenburn Farm, which is provided as security for future payments owed by the Company to 3RE Power Limited.

The Company has an outstanding receivables balance from its parent company, Constantine Wind Energy Limited. This amount bears no interest. The Company has $479,025 at December 31, 2014 outstanding and nil at December 31, 2013.

The Company receives significant funding from its parent company, Constantine Wind Energy Limited. The funding advanced from Constantine Wind Energy bears interest at 8%, calculated quarterly with all outstanding principal and interest due on June 30, 2028. The Company had $28,264,815 at December 31, 2014 and $20,424,413 at December 31, 2013 outstanding.

The Company is also a creditor of Constantine Group plc, an associated company. The Company had $161,595 at December 31, 2014 and $47,485 at December 31, 2013 outstanding.

There is no official agreement between the Company and Constantine Group plc. Advances received from Constantine Group plc do no bear interest and do not have set repayment terms.

The Company incurred interest (net of capitalized interest) and similar charges of $1,178,502 in 2014 and $1,048,162 in 2013 on amounts advanced by Constantine Wind Energy Limited.

The Company paid $551,223 in 2014 and $467,469 in 2013 for management fees to Constantine Group plc for administrative and technical support.

The Company made purchases of property, plant and equipment from TGC Renewables Limited (TGC), an associated company in which Constantine Group plc (a 42.5% shareholder in CWE) has held a controlling interest. Effective August 5, 2013, TGC ceased to be controlled by the Constantine Group. Property, plant and equipment purchased from TGC totaled $3,029,580 in 2013.

Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties, and other sources are recorded when it is probable that a liability has been incurred.

The Company has entered into various land lease agreements for the sites where wind turbine facilities have been constructed or are in the process of being constructed. All such leases are treated as operating leases. The Company has annual commitments under these operating leases with payments, including certain leases with contingent rental payments, ranging from £4,000 to £13,500 ($6,213 to $20,968) at December 31, 2014 with terms expiring at various times through May 2049. Certain lease arrangements provide for contingent rental payments based on a percentage of revenue or facility performance. Terms of the leases generally contain indexation of rent based on the Retail Price Index (RPI) and certain landlord premiums and incentives. Rent expense totaled $370,407 in 2014 and $149,657 in 2013.

Future minimum rental payments required under non-cancellable operating leases, excluding certain operating expense payable by the Company are as follows:

The Company has a contractual obligation to remove the wind turbine facilities and restore the land site to its original state at the end of the lease term. The Company estimates the fair value of the ARO using the expected present value techniques in which it makes various assumptions including the estimates of the amounts and timing of future cash flows, credit-adjusted risk free rates (9.82% and 7.65% at December 31, 2014 and 2013, respectively) and cost escalation rates (2% at December 31, 2014 and 2013). The Company recognizes an increase to investment in property, plant and equipment and an asset retirement liability at the time the assets are constructed. Each period, the liability will be accreted to its future value while the aggregate capitalized cost of $325,018 is depreciated over the life of the related assets. The asset retirement obligation was $343,229 at December 31, 2014 and $225,606 at December 31, 2013. Accretion expense was $8,922 in 2014 and $9,872 in 2013, and is included in costs of revenue in the accompanying combined statements of operations.

All pretax income (loss) is sourced in the U.K. Current taxes are zero due to the losses incurred. Net deferred taxes are zero due to the full valuation allowance recorded.

In July 2013, the U.K. tax rate decreased from 23% to 21% effective April 1, 2014 and was further lowered to 20% effective April 1, 2015.

The following table presents significant components of the Company’s deferred tax assets and deferred tax liabilities as of December 31, 2014 and 2013:

The deferred tax assets, other than tax loss carryforwards, resulted primarily from temporary differences between book and tax basis of property, plant, and equipment. The Company regularly assesses the likelihood that future taxable income levels will be sufficient to ultimately realize the tax benefits of the deferred tax assets. Existence of recent net losses prohibits the Company from relying on estimates of future levels of profitability to realize the tax benefits of the deferred tax assets. Should the Company determine that future realization of the tax benefits is not more likely than not, additional valuation allowance would be established which would increase the Company’s tax provision in the period of such determination. The Company estimates it is more likely than not that the benefit of the deferred tax assets will not be realized. Accordingly, a full valuation has been recorded as of December 31, 2014 and 2013.

The Company had U.K. Corporation trading loss carryforwards of approximately $1,064,655 at December 31, 2014 and $566,988 at December 31, 2013. These carryforwards are available indefinitely within each operating company to reduce future taxable income in that operating company.

The Company is required to recognize in the combined financial statements the impact of a tax position, if that position is more likely than not of being sustained on audit, based on the technical merits of the position. As of December 31, 2014, the Company does not have any unrecognized tax benefits and does not have any tax positions for which it is reasonably possible that the amount of gross unrecognized tax benefits will increase or decrease within 12 months after the year ended December 31, 2014.

The Company files income tax returns in the U.K. The Company’s U.K. income tax returns for August 31, 2013 and forward are subject to examination.

The Company has evaluated subsequent events and transactions for potential recognition or disclosure in the combined financial statements through April 13, 2015, the date the financials were available to be issued. Except as described below, no other events have occurred that require adjustment to or disclosure in the combined financial statements.

Subsequent to December 31, 2014, the Company has drawn down an additional £1,362,356 ($2,116,012) from its credit facility with RBI.

Subsequent to December 31, 2014 the Company raised additional financing from the following lenders:

In March 2015, the owners of the Company entered into a purchase agreement with Fifty ID to sell all ownership interest in the Company, contingent upon its immediate resale. Fifty ID has entered into a purchase agreement with LightBeam to immediately resell its acquired interest in the Company, contingent upon LightBeam simultaneously closing on its initial public offering of LightBeam’s stock.

We have audited the accompanying combined financial statements of South Nittanshead Renewables LLP (a partnership) and Leylodge Renewables LLP (an affiliated partnership) (collectively, the Company or the Muirden Energy Portfolio), both of which are under common control, which comprise the combined balance sheets as of December 31, 2014 and 2013, and the related combined statements of operations, comprehensive loss, members’ deficit, and cash flows for the years then ended, and the related notes to the combined financial statements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the combined financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the combined financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the combined financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the combined financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

In our opinion, the combined financial statements referred to above present fairly, in all material respects, the combined financial position of South Nittanshead Renewables LLP and Leylodge Renewables LLP as of December 31, 2014 and 2013, and the combined results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

Emphasis of Matter Regarding Restatement of Previously Issued Financial Statements

As discussed in Note 10 to the financial statements, the accompanying 2013 financial statements have been restated to correct certain misstatements. Our opinion is not modified with respect to this matter.

The accompanying combined financial statements have been prepared assuming South Nittanshead Renewables LLP and Leylodge Renewables LLP will continue as a going concern. As discussed in Note 2 to the combined financial statements, South Nittanshead Renewables LLP and Leylodge Renewables LLP have

suffered recurring losses from operations and have a net capital deficiency that raises substantial doubt about their ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 2 to the combined financial statements. The combined financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

The accompanying notes are an integral part of these combined financial statements.

The Muirden Energy Portfolio combined financial statements includes the combined operations of South Nittanshead Renewables LLP and Leylodge Renewables LLP (collectively, the Company or combined entities). The combined entities were formed under Section 2 of the Limited Liability Partnerships Act 2000 in the United Kingdom (U.K.). South Nittanshead Renewables LLP was formed on October 29, 2012. Leylodge Renewables LLP was formed on August 16, 2012.

The Company engages in the development, construction, financing, ownership, and operation of wind turbine facilities in the U.K. Financing of the acquisition or construction of facilities is done primarily through advances from members and related parties. The Company will sell the electricity generated by the wind facilities, once completed, under power purchase agreements (PPAs) to third-party customers, typically consisting of public utilities, energy cooperatives, municipalities, or private entities.

The accompanying combined financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). They include the combined results of the combined entities. The combined entities are under common control. All intercompany transactions have been eliminated upon combination.

The preparation of combined financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The most significant estimates with regards to these combined financial statements relate to the assumptions utilized within the asset retirement obligation calculation, estimated lives of property, plant and equipment and going concern assumption. Actual results could differ from those estimates and such differences may be material to the combined financial statements.

Cash consists of balances in depository accounts at high credit quality financial institutions. The Company periodically assesses the financial condition of institutions and believes the risk of loss to be remote.

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash. The Company places its cash with high quality institutions to mitigate the potential risk of loss.

The company sells electricity primarily to credit-worthy utilities under long term fixed price PPA’s. In 2014 the company had one customer that amounted to approximately 100% of combined revenues and approximately 100% of combined accounts receivable.

The Company’s receivables are uncollateralized customer obligations generated by selling energy in the U.K. energy markets under PPAs. The Company maintains an allowance for doubtful accounts for the estimated probable losses on uncollectible accounts. The allowance is based upon the creditworthiness of the Company’s customers, historical experience, the age of the receivable and current market and economic conditions. Uncollectible amounts are charged against the allowance. The Company believes that all amounts are collectible and an allowance for doubtful accounts is not required as of December 31, 2014. Unbilled amounts included in accounts receivable were $40,315 and $0 at December 31, 2014 and December 31, 2013, respectively.

Property, plant and equipment represent the costs of wind turbine facilities—operating and development in progress. Property, plant and equipment are stated at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the assets’ useful lives of twenty years. Improvements to property, plant and equipment deemed to extend the useful economic life of an asset are capitalized. Repair and maintenance costs are expensed as incurred.

Costs incurred related to the developing, permitting, preconstruction, construction, and direct administrative costs are capitalized as development in progress. Development in progress is not depreciated until it achieves commercial operations, at which time the development in progress is transferred to wind turbine facilities—operating. Interest incurred on construction financing during the development of facilities is capitalized within development in progress. Interest in the amount of $16,798 and $0 was capitalized during the year ended December 31, 2014 and 2013, respectively.

The Company reviews its investment in energy property for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. When evaluating impairment, if the undiscounted cash flows estimated to be generated by the energy property are less than its carrying amount, management compares the carrying amount of the energy property to its fair value in order to determine whether an impairment loss has occurred. The amount of the impairment loss is equal to the excess of the asset’s carrying value over its estimated fair value. No impairment loss was recognized during the years ended December 31, 2014 and 2013.

Financing costs incurred in connection with obtaining construction and term financing are deferred and amortized over the lives of the respective loans using the effective-interest method. Amortization of deferred financing costs is recorded as interest expense in the combined statements of operations and is subjected to the Company’s capitalized interest policy.

retirement obligation (ARO). If the Company determines that an ARO is required for a specific facility, the Company records the present value of the estimated liability when the facility is constructed. AROs recorded for a leasing arrangement are accounted for as a liability in the initial period recognized. Upon initial recognition of the ARO liability, an equal ARO asset is also recognized, which is amortized over the term of the lease. After initial recognition of the liability, the Company accretes the ARO to its future value over the facility’s useful life or lease period.

The Company derives revenue from the sale of electricity and the related renewable energy feed-in tariffs (FITs), renewable obligation certificates (ROCs) and levy exemption certificates (LECs), net of tax, collectively energy generation. Energy generation is recognized as electricity is generated by the wind turbine facilities and delivered to the customers. Revenues are recorded on an accrual basis and are based on actual output and contractual sales prices set forth in the PPAs.

The Company records value-added tax (VAT) as either a receivable or a payable on the accompanying combined balance sheets when net amounts are either due from or due to the tax constituent.

The Company operates as a limited liability partnership in the U.K. Under U.K. legislation, the Company is treated as a pass-through entity for tax purposes and each member will be assessed to tax on their proportionate share of the Company’s income or gains as if they were members of a general partnership governed by the Partnership Act 1890. Therefore, no provision or liability for income taxes has been included in the accompanying financial statements.

Although the Company is a partnership and is not directly subject to income taxes, the Company is required to follow applicable authoritative guidance with respect to accounting for uncertainty in income taxes. The Company regularly assesses its tax positions for uncertainty, which requires management judgment with respect to the technical merits and likely outcome of each position. As of December 31, 2014 and 2013, the Company had no uncertain tax positions and no unrecognized tax benefits. It is our policy to record tax related penalties and interest within interest expense. For the years ended December 31, 2014 and 2013, the Company did not accrue any penalties or interest. All tax years remain open at this time.

Comprehensive loss consists of net loss and other gains and losses affecting equity that, under U.S. GAAP, are excluded from net loss. Significant components of other comprehensive loss include foreign currency translation adjustments.

exchange rates prevailing on the balance sheet date. Revenues and expenses are translated at average exchange rates prevailing during the period. Any resulting translation gains or losses are reported in other comprehensive loss.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. This ASU supersedes the revenue recognition requirements in Accounting Standards Codification 605—Revenue Recognition and most industry-specific guidance throughout the Codification. The standard requires that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services.

In doing so, companies will need to use more judgment and make more estimates than under today’s guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. This ASU is effective on January 1, 2017 and should be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the ASU recognized at the date of initial application. The Company is currently in the process of evaluating the impact of adoption of this ASU on the Company’s combined financial statements.

In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The standard will explicitly require management to assess an entity’s ability to continue as a going concern, and to provide related disclosures in certain circumstances. The new standard incorporates and expands upon certain principles that are currently in the auditing standards. Specifically, the new standard defines substantial doubt, requires assessments each annual and interim period, provides an assessment period of one year from the issuance date, and requires disclosures both when substantial doubt is alleviated by management’s plans and when substantial doubt remains unalleviated. ASU 2014-15 will be effective for annual periods ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company is currently in the process of evaluating the impact of adoption of this ASU on the Company’s combined financial statements.

In April 2015, the FASB issued ASU 2015-03, Interest—Imputation of Interest. The standard will require debt issuance costs to be presented in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs will be reported as interest expense. Entities will be required to apply the new guidance retrospectively to all prior periods presented. ASU 2015-03 will be effective for annual periods ending after December 15, 2015, and interim periods within those fiscal years. Early application is permitted. The Company is currently in the process of evaluating the impact of adoption of this ASU on the Company’s combined financial statements.

These combined financial statements have been prepared on a going concern basis, which assumes the realization of assets and settlement of liabilities in the normal course of business. As shown in the accompanying financial statements, the Company has losses from operations and liabilities in excess of assets. The Company is financed substantially through related party advances and is dependent upon the continuing ability to obtain debt or related party financing to fund its operations until positive cash flow is generated from ongoing business operations. The Company’s management believes it will continue to be able to secure the additional financing it requires. There is no assurance that continued related or third party financing will be available when needed or on terms acceptable to the Company, or at all, which casts substantial doubt on the Company’s ability to continue as a going concern.

The following presents the categories within property, plant and equipment at December 31, 2014 and 2013:

Development in progress at December 31, 2013, of $408,448, which related to the wind turbine facility in Leylodge Renewables LLP, was transferred into property, plant, and equipment upon commencement of operations in 2014. The development in progress balance of $266,099 at December 31, 2014 relates to the construction of facilities in South Nittanshead LLP, which is expected to begin operations in 2015.

The Company recorded depreciation expense related to property, plant and equipment of $33,350 in 2014. There was no depreciation expense recorded during the year ended December 31, 2013.

Deferred financing costs consist of certain legal and bank fees related to the issuance of various debt instruments described in Note 5, which were entered into during 2014. Deferred financing costs consist of the following at December 31, 2014:

There were no deferred financing costs as of or during the year ended December 31, 2013. The Company recorded amortization expense related to deferred financing costs of $6,018 in 2014.

Leylodge Renewables LLP entered into a loan facility with Assetz SME Capital Limited on August 9, 2014 of an amount up to £960,000 ($1,491,072 at December 31, 2014). The loan bears interest at 10.5% charged on the daily outstanding balance. The facility is to be used only to finance the development of two 250 kw Wind Turbines and associated works. The facility is for a term of 36 months, with £50,004 ($77,666 at December 31, 2014) payable at the end of month 12 and £4,167 ($6,472 at December 31, 2014) per month through August 2017, at which time all remaining principal and unpaid interest is due. The loan is secured by fixed and floating charges over the assets of Leylodge Renewables. The fair value of the debt approximates its carrying value.

The Company engages with Muirden Energy LLP, a related company under common control, to provide financing, develop, construct, operate, and maintain its various wind turbine facilities.

There is no official agreement between the Company and Muirden Energy LLP. Advances received from Muirden Energy LLP do not bear interest and have no set repayment terms. The Company owed Muirden Energy LLP $46,740 at December 31, 2014 and $413,700 at December 31, 2013.

Due to member represents amounts advanced to the Company, such advances do not bear interest and have no set repayment terms. The Company owed a member $1,200,171 and $49,558 at December 31, 2014 and 2013, respectively.

Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties, and other sources are recorded when it is probable that a liability has been incurred.

The Company has entered into various land lease agreements for the sites where wind turbine facilities are being constructed. All such leases are treated as operating leases. The first lease was entered in August 2013, and in March 2014, the Company entered into another operating lease. The Company has annual commitments under these non-cancellable operating leases with annual payments of approximately $93,192 (£60,000), subject to annual indexation by the Retail Price Index (RPI). The leases expire at various times through March 2039. Rent expense totaled $87,879 in 2014 and $17,246 in 2013.

Future minimum rental payments required under non-cancellable operating leases, excluding certain operating expense payable by the Company are as follows:

The Company has a contractual obligation to remove the wind turbine facilities and restore the land site to its original state at the end of the lease term. The Company estimates the fair value of the ARO using expected present value techniques in which it makes various assumptions including the estimates of the amounts and timing of future cash flows, credit-adjusted risk free rates (9.82% at December 31, 2014) and cost escalation rates (2% at December 31, 2014). The Company recognized an increase in property, plant and equipment and an asset retirement liability at the time the assets were constructed. Each period, the liability is accreted to its future value while the aggregate capitalized cost of $7,350 is depreciated over the life of the related assets. The asset retirement obligation was $7,350 at December 31, 2014 and there was no accretion expense. As of December 31, 2013, all development in progress related to planning activities of the wind turbine facilities, and therefore, no ARO was recorded.

The Company has evaluated subsequent events and transactions for potential recognition or disclosure in the financial statements through April 13, 2015, the date the financial statements were available to be issued. Except as described below, no other events have occurred that require adjustment to or disclosure in the combined financial statements.

The owners of the Company are currently negotiating a purchase agreement with Fifty ID RE Limited (Fifty ID) to sell all ownership interests in the Company, contingent upon its immediate resale. Fifty ID is currently negotiating a purchase agreement with LightBeam Electric Company (LightBeam) to immediately resell its acquired interest in the Company, contingent upon LightBeam simultaneously closing on its initial public offering of LightBeam’s stock.

Subsequent to the issuance of its 2013 financial statements, certain misstatements in the 2013 financial statements were identified. These included the following:

As a result, the combined balance sheet as of December 31, 2013 and combined statement of changes in shareholder’ deficit and combined statement of operations for the year ended December 31, 2013 have been restated to correct these misstatements. The effects of the restatements are summarized in the tables below.

We have audited the accompanying combined financial statements of Mosscliff Power Limited, Mosscliff Power 2 Limited and Mosscliff Power 5 Limited (collectively, the Company or the Mosscliff Power Portfolio), which are under common control, which comprise the combined balance sheets as of December 31, 2014 and 2013, and the related combined statements of operations, comprehensive loss, shareholders’ deficit, and cash flows for the year ended December 31, 2014 and 2013, and the related notes to the combined financial statements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the combined financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the combined financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the combined financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the combined financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

In our opinion, the combined financial statements referred to above present fairly, in all material respects, the financial position of Mosscliff Power Limited, Mosscliff Power 2 Limited and Mosscliff Power 5 Limited as of December 31, 2014 and 2013, and the results of their operations and their cash flows for the years ended December 31, 2014 and 2013, in accordance with accounting principles generally accepted in the United States of America.

Emphasis of Matter Regarding Restatement of Previously Issued Financial Statements

As discussed in Note 11 to the financial statements, the accompanying 2013 financial statements have been restated to correct certain misstatements. Our opinion is not modified with respect to this matter

The accompanying combined financial statements for the year ended December 31, 2014 have been prepared assuming Mosscliff Power Limited, Mosscliff Power 2 Limited and Mosscliff Power 5 Limited will continue as a

going concern. As discussed in Note 2 to the combined financial statements, Mosscliff Power Limited, Mosscliff Power 2 Limited and Mosscliff Power 5 Limited have suffered recurring losses from operations and have a net capital deficiency that raises substantial doubt about their ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 2 to the combined financial statements. The combined financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

The accompanying notes are an integral part of these combined financial statements.

The Mosscliff Power Portfolio combined financial statements include the combined operations of Mosscliff Power Limited, Mosscliff Power 2 Limited and Mosscliff Power 5 Limited (collectively, the Company or the Mosscliff Power Portfolio). The Company was incorporated under the Companies Act 2006 in the United Kingdom (U.K.). Mosscliff Power Limited was incorporated on November 27, 2012 with £250 of share capital. Mosscliff Power 2 Limited was incorporated on May 17, 2013 with £150 of share capital. Mosscliff Power 5 Limited was incorporated on June 7, 2013 with £100 of share capital.

The Company engages in the development, construction, financing, ownership, and operation of wind turbine facilities in the U.K. Financing of the acquisition or construction of facilities is done primarily through advances from Mosscliff Environmental Limited and through third party debt. The Company sells the electricity generated by the wind facilities under feed in tariffs (FITs) and power purchase agreements (PPAs) to third-party customers, typically consisting of public utilities, energy cooperatives, municipalities, or private entities.

The accompanying combined financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). They include the combined results of the Mosscliff Power Portfolio entities since their respective incorporation dates. The Mosscliff Power Portfolio are under common control. All intercompany transactions have been eliminated upon combination.

The preparation of combined financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The most significant estimates with regard to these combined financial statements relate to the assumptions utilized within the asset retirement obligation calculation, estimated lives of property, plant and equipment and going concern assumption. Actual results could differ from those estimates and such differences may be material to the combined financial statements.

The Company’s receivables are uncollateralized customer obligations generated by selling energy in the U.K. energy markets under Power Purchase Agreements (PPAs) and FITs. The Company maintains an allowance for doubtful accounts for the estimated probable losses on uncollectible accounts. The allowance is based upon the creditworthiness of the Company’s customers, historical experience, the age of the receivable and current market and economic conditions. Uncollectible amounts are charged against the allowance. The Company

believes that all amounts are collectible and an allowance for doubtful accounts is not required as of December 31, 2014 and 2013. Unbilled amounts included in accounts receivable were $33,835 at December 31, 2014 and $14,889 at December 31, 2013.

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivables. The Company places its cash with high quality institutions to mitigate the potential risk of loss.

The Company sells electricity primarily to creditworthy utilities under long-term, fixed priced PPAs. In 2014 and 2013, the Company had one customer that amounted to approximately 100% of combined revenues and approximately 100% of combined accounts receivable. The Company also receives a FIT for electricity generated which is covered by U.K. law.

Property, plant and equipment represents the costs of completed and operational projects and developments in progress. Property, plant and equipment are stated at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the assets’ useful lives of twenty five years. Improvements to property, plant and equipment deemed to extend the useful economic life of an asset are capitalized. Repair and maintenance costs are expensed as incurred.

Costs incurred related to developing, permitting, preconstruction, construction, and direct administrative costs are capitalized as development in progress. Development in progress is not depreciated until it achieves commercial operations, at which time the development in progress is transferred to wind turbine facilities—operating. Interest incurred on construction financing during the development of facilities is capitalized within development in progress.

In connection with the acquisition or development of wind turbine facilities, the Company may have the legal requirement to remove long-lived assets constructed on leased property and to restore the leased property to its condition prior to the construction of the long-lived assets. This legal requirement is referred to as an asset retirement obligation (ARO). If the Company determines that an ARO is required for a specific facility, the Company records the present value of the estimated liability when the facility is constructed. AROs recorded for a leasing arrangement are accounted for as a liability in the initial period recognized. Upon initial recognition of the ARO liability, an equal ARO asset is also recognized, which is amortized over the term of the lease. After initial recognition of the liability, the Company accretes the ARO to its future value over the facility’s lease period.

The Company derives revenue from the sale of electricity and the related renewable energy feed-in tariffs (FITs), renewable obligation certificates (ROCs), and levy exemption certificates (LECs), net of sales tax, collectively energy generation. Energy generation is recognized as electricity is delivered to the customers. Revenues are recorded on an accrual basis and are based on actual output and contractual sales prices set forth in the PPAs.

The Company records valuation allowances to reduce its deferred tax assets to the amount expected to be realized. In assessing the adequacy of recorded valuation allowances, the Company considers a variety of factors including losses in recent years, the scheduled reversal of deferred tax liabilities, future taxable income and prudent and feasible tax planning strategies.

The Company follows Accounting Standards Codification (ASC) 740, Income Taxes, on accounting for uncertainty in income taxes, which, among other things, prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return, and provides guidance on derecognition, classification, interest, and penalties, accounting in interim periods, disclosure and transition. The amount recognized is subject to estimate and management judgment with respect to the likely outcome of each uncertain tax position. The amount that is ultimately sustained for an individual uncertain tax position or for all uncertain tax positions in the aggregate could differ from the amount recognized. As of December 31, 2014 and 2013, the Company had no uncertain tax positions and no unrecognized tax benefits. Penalties and interest assessed by income tax authorities would be included in interest expenses. For the years ended December 31, 2014 and 2013, the Company did not incur any penalties and interest. All tax years from March 31, 2014 onwards are open at this time.

Comprehensive loss consists of net loss and other gains and losses affecting equity that, under U.S. GAAP, are excluded from net income. Significant components of other comprehensive loss, net of provision for income taxes, include foreign currency translation adjustments.

prior reporting period presented or retrospectively with the cumulative effect of initially applying the ASU recognized at the date of initial application. The Company is currently in the process of evaluating the impact of adoption of this ASU on the Company’s combined financial statements.

In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The standard will explicitly require management to assess an entity’s ability to continue as a going concern, and to provide related disclosures in certain circumstances. The new standard incorporates and expands upon certain principles that are currently in the auditing standards. Specifically, the new standard defines substantial doubt, requires assessments each annual and interim period, provides an assessment period of one year from the issuance date, and requires disclosures both when substantial doubt is alleviated by management’s plans and when substantial doubt remains unalleviated. ASU 2014-15 will be effective for annual periods ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company is currently in the process of evaluating the impact of adoption of this ASU on the Company’s combined financial statements.

These combined financial statements have been prepared on a going concern basis, which assumes the realization of assets and settlement of liabilities in the normal course of business. As shown in the accompanying combined financial statements, the Company has had losses from operations and the Company’s current liabilities exceed its current assets. The Company is financed substantially through related party advances and debt and is dependent upon the continuing ability to obtain debt or related party financing to fund its operations until positive cash flow is generated from ongoing business operations. The Company’s management believes it will continue to be able to secure the additional financing it requires. There is no assurance that continued related or third party financing will be available when needed or on terms acceptable to the Company, or at all, which casts substantial doubt on the Company’s ability to continue as a going concern.

The following presents the categories within property, plant and equipment at December 31, 2014 and 2013:

Interest incurred to fund the construction of wind turbine facilities has been capitalized during each facilities development. Interest capitalized totaled $31,443 in 2014 and $0 in 2013.

The Company recorded depreciation expense related to property, plant and equipment of $32,540 in 2014 and $2,775 in 2013.

The Company recorded amortization expense related to deferred financing costs of $6,613 in 2014, and $2,379 in 2013.

The following is a summary of the Company’s indebtedness at December 31, 2014 and 2013:

In June 2013, the Company, through Mosscliff Power Limited, entered into a loan facility arrangement with Thin Cats Loan Syndicates Limited (TLS) to provide for up to £520,000 ($807,644 at December 31, 2014). The loan bears interest at 10.00%, or a lesser rate as determined by TLS per annum, indexed annually by the retail price index (RPI) (7.5% at December 31, 2014 and 2013). Interest is payable monthly with monthly principal installments beginning on the first anniversary of the loan through June 2023. The debt is secured through fixed and floating charges over the assets and shares of Mosscliff Power Limited. The fair value of the debt approximates its carrying amount.

In October 2014, the Company, through Mosscliff Power 2 Limited, entered into a term loan facility with Assetz SME Capital Ltd. for £460,000 ($714,472). The loan balance outstanding at December 31, 2014 was £421,231 ($654,256). The loan bears interest at 10.75%. Principal installments begin on the first anniversary of the loan with a one-time payment of £23,000 ($35,724 at December 31, 2014) followed by monthly installments of £1,917 ($2,977 at December 31, 2014) through October 2017, at which time all remaining principal and unpaid interest is due. The debt is secured through assignment of the property, plant and equipment of Mosscliff Power 2 Limited. Additionally, all income shall be assigned to Assetz SME Capital Ltd. until six months of interest is paid. The fair value of the debt approximates its carrying amount.

The Company contracts with Mosscliff Environmental Ltd (Mosscliff Environmental), a related company under common ownership, to develop, construct, operate, and maintain its various wind turbine facilities. Each wind turbine facility is contracted with installments due to Mosscliff Environmental at various points throughout the development and construction stages of the contract. The payment terms do not generally exceed one year and amounts under the contract do not bear interest. The Company had a receivable from Mosscliff Environmental of $0 at December 31, 2014 and $126,890 at December 31, 2013. The Company had a receivable from shareholders of $777 at December 31, 2014 and $824 at December 31, 2013.

The Company had a payable to Mosscliff Environmental of $642,554 at December 31, 2014 and $44,775 at December 31, 2013.

The Company, through Mosscliff Power 5 Limited, received advances from its directors to fund initial operations and the development and construction of a wind turbine facility. The advances received do not bear interest and are repayable on demand by the directors of the Company. The Company had outstanding loans from shareholders of $689,854 at December 31, 2014, and $720,526 at December 31, 2013.

The Company, through Mosscliff Power Limited, received funds from Mosscliff Power 6 Limited, a related company under common ownership. The payment terms do not generally exceed one year and do not bear interest. The Company had a payable to Mosscliff Power 6 Limited of $4,980 at December 31, 2014 and $0 at December 31, 2013.

During the year ended December 31, 2014 and 2013, the Company incurred costs of $1,517,222 and $564,955 respectively in relation to the development, construction, and operations of its wind turbine facilities through its contracts with Mosscliff Environmental.

The Company has entered into various land lease agreements for the sites where wind turbine facilities are constructed or will be constructed. All such leases are treated as operating leases. The Company has annual commitments under these non-cancellable operating leases with payments, including certain leases with contingent rental payments, ranging from £6,500 to £25,000 ($10,095 to $38,830 as of December 31, 2014) with terms expiring at various times through December 2063. Certain lease arrangements provide for contingent rental payments based on a percentage of revenue or facility performance. Terms of the leases generally contain escalations, indexation of rent based on the RPI, and certain landlord premiums and incentives. Rent expense for non-cancellable operating leases is recognized on a straight-line basis over the respective lease terms. The difference in straight line rent expense over scheduled payment amounts is recorded as a prepaid rent.

Rent expense totaled $70,128 in 2014 and $4,411 in 2013, none of which related to contingent rental charges. Prepaid rent totaled $243,511 at December 31, 2014 and $243,105 at December 31, 2013, of which $17,449 in 2014 and $4,181 in 2013 is included in prepaid expenses and other current assets on the accompanying combined balance sheet.

Future minimum rental payments required under non-cancellable operating leases, excluding certain operating expense payable by the Company are as follows:

Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties, and other sources are recorded when it is probable that a liability has been incurred.

The Company accounts for its Asset Retirement Obligation (ARO) in accordance with ASC 410, Asset Retirement and Environmental Obligations. The Company has a contractual obligation to remove the wind turbine facilities and restore the land site to its original state at the end of the lease term. The Company estimates the fair value of the ARO using expected present value techniques in which it makes various assumptions including the estimates of the amounts and timing of future cash flows, credit-adjusted risk free rates (9.82% at December 31, 2014 and 7.65% at December 31, 2013) and cost escalation rates (2% at December 31, 2014 and 2013). The Company recognized an increase in property, plant and equipment and an asset retirement liability at the time the assets were constructed. Each period, the liability will be accreted to its future value while the aggregate capitalized cost is depreciated over the life of the related assets. Additions to the asset obligations were £2,366 ($3,675) and £7,642 ($12,600) for the years ended December 31, 2014 and 2013 respectively. Accretion expense was $962 in 2014 and $0 in 2013 and is included in costs of revenue on the accompanying combined statements of operations.

All pretax loss is sourced in the U.K. Current taxes are zero due to the losses incurred. Net deferred taxes are zero due to the full valuation allowance recorded.

The following table presents a reconciliation of the statutory income tax rate to the Company’s effective tax rate, as a percentage of income before taxes for the year ended December 31, 2014 and 2013:

In July 2013, the U.K. tax rate decreased from 23% to 21% effective April 1, 2014 and was further lowered to 20% effective April 1, 2015.

The following table presents significant components of the Company’s deferred tax assets and deferred tax liabilities as of December 31, 2014 and 2013:

Other temporary differences relate to U.S. GAAP adjustments for reclassifications on imputed interest on loans and accrued rental expenses.

The Company regularly assesses the likelihood that future taxable income levels will be sufficient to ultimately realize the tax benefits of the deferred tax assets. Should the Company determine that future realization of the tax benefits is not more likely than not, an additional valuation allowance would be established which would increase the Company’s tax provision in the period of such determination. The Company estimates it is more likely than not that the benefit of the deferred tax assets will not be realized. Accordingly, a full valuation has been recorded as of December 31, 2014 and December 31, 2013.

The Company had U.K. Corporation trading loss carryforwards of approximately $354,416 at December 31, 2014 and $183,570 at December 31, 2013. These carryforwards are available indefinitely to reduce future taxable income.

December 31, 2014, the Company does not have any unrecognized tax benefits and does not have any tax positions for which it is reasonably possible that the amount of gross unrecognized tax benefits will increase or decrease within 12 months after the year ended December 31, 2014.

The Company files income tax returns in the U.K. The Company’s U.K. income tax returns for March 31, 2014 and forward are subject to examination.

The Company has evaluated subsequent events and transactions for potential recognition or disclosure in the financial statements through April 13, 2015 the date the financials were available to be issued. Except as described below, no other events have occurred that require adjustment to or disclosure in the combined financial statements.

In March 2015, the owners of the Company entered into an agreement with Fifty ID RE Limited (Fifty ID) to sell all ownership interests in the Company, contingent upon its immediate resale. Fifty ID is currently negotiating a purchase agreement with LightBeam Electric Company (LightBeam) to immediately resell its acquired interest in the Company, contingent upon LightBeam simultaneously closing on its initial public offering of LightBeam’s stock.

Subsequent to the issuance of its 2013 financial statements, certain misstatements in the 2013 financial statements were identified. These included the following:

The above entries also adjusted foreign currency translation adjustments, for which the total adjustment is shown in the tables below.

In the opinion of management, the accompanying condensed combined financial statements include all adjustments necessary to present fairly the financial position, results of operations, comprehensive loss, and cash flows of the Solar Power Generation Portfolio (the Company). These adjustments are of a normal, recurring nature. However, the financial statements do not include all of the disclosures normally required by accounting principles generally accepted in the United States of America or those normally made in the Company’s annual audited combined financial statements. Please refer to the Company’s annual audited combined financial statements for the year ended June 30, 2014 for such disclosures.

The combined special purpose vehicles (SPV) are wholly owned subsidiaries of Solar Power Generation Limited (SPGL) and Solar Power Investments Limited (SPIL), which are wholly owned subsidiaries of Sustainable Power Generation Limited (Sustainable).

The Company’s condensed combined financial statements include the results of the following SPV which are to be acquired by LightBeam Electric Company:

Each entity has 100 shares of capital with a £1 par value per share. On December 12, 2014 and December 22, 2014, Hadlow Solar Park Limited (Hadlow) and North Farm Solar Park Limited (North Farm), respectively, transferred their share of capital of £100 each from SPGL to SPIL. The combined entities are wholly owned by SPGL and SPIL, and accordingly, the SPVs are under common control. Intercompany transactions have been eliminated upon combination. The condensed combined financial statements are not consolidated financial statements and do not combine the other subsidiaries other than those listed above.

The accompanying condensed combined financial statements also include allocations of costs incurred to develop the respective SPV that were incurred by British Solar Renewables Limited (BSR), a subsidiary of Sustainable and thus a related party under common control on behalf of the SPV. The allocation was determined by applying the portion of costs incurred by BSR applicable to the development of the respective SPV’s and allocating these costs based on the percentage of development in progress of total SPGL. Management believes the assumptions and methodologies used in the allocation of these costs are reasonable.

These condensed combined financial statements have been prepared on a going concern basis, which assumes the realization of assets and settlement of liabilities in the normal course of business. The Company is

financed substantially through related party advances and third party financing for specific development projects and is dependent upon the continuing ability to obtain debt or related party financing to fund its operations until positive cash flow is generated from ongoing business operations. The Company’s management believes it will continue as a going concern and will be able to fund its operations through additional financing or its own operations in the near term as necessary. There is no assurance that continued related or third party financing will be available when needed on terms acceptable to the Company, or at all, which casts substantial doubt on the Company’s ability to continue as a going concern.

These condensed combined financial statements do not include any adjustments to the carrying value or classification of recorded asset amounts and carrying value or classification of liabilities that might be necessary, should the Company be unable to continue as a going concern.

The Company maintains cash deposits with high credit quality financial institutions. The Company periodically assesses the financial condition of institutions and believes the risk of loss to be remote.

The Company segregates certain cash balances in accordance with lending arrangements and classified restricted cash between current and non-current assets based on the length of time of the restricted use cash. During 2014, the Company entered into debt agreements with a lender that specify restricted use of loan proceeds. These funds must be spent for the construction of the Hadlow and North Farm facilities and are held awaiting the release to a supplier. The balance of cash held in such accounts totaled $15,030,140 at December 31, 2014.

Financing costs incurred in connection with obtaining construction financing are deferred and amortized over the lives of the respective loans using the effective-interest method. Amortization of deferred financing costs is recorded as interest expense in the condensed combined statements of operations and comprehensive loss and is subject to the Company’s capitalized interest policy. Deferred financing costs consist of certain legal and bank fees related to the issuance of various debt instruments and amounted to $677,471 (net of accumulated amortization of $31,486) at December 31, 2014. The Company recorded amortization related to deferred financing costs of $31,624 for the six months ended December 31, 2014, which has been included as capitalized interest within the Hadlow and North Farm facilities.

The Company has a contractual obligation to remove the solar energy facilities and restore the land site to its original state at the end of the lease term. The Company estimates the fair value of the ARO using the expected present value techniques in which it makes various assumptions including the estimates of the amounts and timing of future cash flows, credit-adjusted risk free rates (9.82% at December 31, 2014) and cost escalation rates (2% at December 31, 2014). The Company recognized an increase to property, plant and equipment and an

asset retirement liability at the time the Hadlow and North Farm facilities began construction. Each period, the liability will be accreted to its future value while the aggregate capitalized cost of $105,748 is depreciated over the life of the related assets. As of December 31, 2014, the asset retirement obligation was $105,748. No accretion expense was incurred for the six months ended December 31, 2014.

The Company obtains supplies and materials for the construction of facilities primarily from an engineering, procurement and construction (EPC) contract with BSR, a related party, and a third party vendor. One third party vendor accounts for approximate 96% of combined accounts payable at December 31, 2014.

In November 2014, the Company began construction on the Hadlow and North Farm facilities. As of December 31, 2014, total capitalized costs for construction of $28,558,240 were attributable to these facilities.

All remaining costs are attributable to the costs incurred on sites under development. The costs directly incurred in order to qualify the site for U.K. government approval and permitting that are directly identifiable to each solar energy site are capitalized under development in progress as incurred.

In addition, expenses in the amount of $945,756 and $571,010 for the six months ended December 31, 2014 and 2013, respectively, were allocated and capitalized to the combined SPVs under Staff Accounting Bulletin Topic 1B, which represent costs incurred to develop the respective SPV that were incurred by BSR.

Interest incurred to fund the construction of the Hadlow and North Farm facilities has been capitalized during each facility’s development. Interest capitalized totaled $134,811 for the six months ended December 31, 2014.

On December 11, 2014, the Company, through its subsidiary Hadlow, entered into a £14,175,000 ($22,016,610 at December 31, 2014) facility agreement with Macquarie Bank Limited to fund the construction of the Hadlow facility. The loan bears interest at LIBOR plus 7.00% (7.50% at December 31, 2014) per annum. The Company also incurs a 3.50% commitment fee on the undrawn amount. Interest and the commitment fee are accrued daily and are included within principal as defined within the facility agreement. All unpaid principal and interest is due on December 12, 2015. During 2014, the total amount outstanding on the facility agreement amounted to £6,352,837 ($9,867,226 at December 30, 2014), which includes an accrued interest and commitment fee in the amount of £39,493 ($61,340 at December 31, 2014) and an arrangement fee in the amount of £283,500 ($440,332 at December 31, 2014). The loan is guaranteed by Sustainable for any amounts not paid or in default by Hadlow and will be payable on demand by Sustainable. The fair value of the debt approximates its carrying value.

On December 19, 2014, the Company, through its subsidiary North Farm, entered into a £8,647,500 ($13,151,118 at December 31, 2014) facility agreement with Macquarie Bank Limited to fund the construction of the North Farm facility. The loan bears interest at LIBOR plus 7.00% (7.50% at December 31, 2014) per annum. The Company also incurs a 3.50% commitment fee on the undrawn amount. Interest and the commitment fee are accrued daily and are included within principal as defined within the facility agreement. All unpaid principal and interest is due on December 20, 2015. During 2014, the total amount outstanding on the facility agreement amounted to £3,831,276 ($5,950,893 at December 30, 2014), which includes an accrued interest and commitment fee in the amount of £11,383 ($17,680 at December 31, 2014) and an arrangement fee in the amount of £172,950 ($268,626 at December 31, 2014). The loan is guaranteed by Sustainable for any amounts not paid or in default by North Farm and will be payable on demand by Sustainable. The fair value of the debt approximates its carrying value.

Due to BSR (1) consists of the Company’s operations and development costs, which has been funded by BSR, to complete the site planning, development and permitting process of the facilities.

Due to BSR (2) and SPGL consists of funding for costs incurred for the construction of the Hadlow and North Farm facilities.

Expenses in the amount of $491,174 and $236,940 for the six months ended December 31, 2014 and 2013, respectively, were allocated and expensed to the combined SPVs under Staff Accounting Bulletin Topic 1B, which represent costs incurred to operate the respective SPV that were incurred by BSR.

In December 2014, Hadlow and North Farm entered into EPC contracts with BSR for the construction of the facilities. Costs incurred under the EPC contracts amounted to $7,310,012 for the six months ended December 31, 2014.

During the six months ended December 31, 2014, one SPV was incorporated and share capital was established through a subscription receivable in the amount of $160. During the six months ended December 31, 2013, one SPV was incorporated and share capital was established through a subscription receivable in the amount of $156.

On December 12, 2014, Hadlow entered into an unsecured shareholder loan agreement with SPIL for an aggregate facility amount of £2,500,000 ($3,883,000 at December 31, 2014). The loan bears interest at 9.00% per annum and interest is accrued within the principal balance. All principal and accrued interest is payable on demand maturing, January 12, 2016. Principal and accrued interest amounted to $3,293,242 and $15,428, respectively, at December 31, 2014. The fair value of the loan approximates its carrying value.

On December 22, 2014, North Farm entered into an unsecured shareholder loan agreement with SPIL for an aggregate facility amount of £2,500,000 ($3,883,000 at December 31, 2014). The loan bears interest at 9.00% per annum and interest is accrued within the principal balance. All principal and accrued interest is payable on demand, maturing on January 22, 2016. Principal and accrued interest amounted to $3,222,708 and $8,285, respectively, at December 31, 2014. The fair value of the loan approximates its carrying value.

Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties, and other sources are recorded when it is probable that a liability has been incurred.

The Company, through its subsidiary Hadlow, has entered into a land lease agreement for the site where the solar facility will be constructed. The lease is treated as an operating lease and has a 26 year term, which begins the earlier of when the facility becomes operational or June 2015. Payments are due on a quarterly basis in the approximate amount of £16,250 (adjusted for the retail price index) ($25,240 at December 31, 2014) or 5% of gross income during the fiscal year, whichever is greater.

The Company, through its subsidiary North Farm, has entered into a land lease agreement for the site where the solar facility will be constructed. The lease is treated as an operating lease and has a 25 year term, which begins the earlier of when the facility becomes operational or December 2015. Payments are due on a quarterly basis in the approximate amount of £11,513 (adjusted for the retail price index) ($17,881 at December 31, 2014) or 5% of gross income during the fiscal year, whichever is greater.

Future minimum rental payments required under non-cancellable operating leases are as follows:

The income tax expense is zero for the six months ended December 31, 2014 and 2013. As the Company continues to incur pretax losses through operations it has continued to conclude that it is more likely than not that the benefit of deferred tax assets will not be realized. The Company continues to maintain a full valuation allowance offsetting any change in deferred taxes.

Basic and diluted loss per share is calculated by dividing net loss by the average number of shares outstanding during each period. The Company does not have any potentially dilutive securities in issue.

The Company has evaluated subsequent events and transactions for potential recognition or disclosure in the financial statements through March 27, 2015, the date the financial statements were available to be issued. Except as described below, no other events have occurred that require adjustment to or disclosure in the combined financial statements.

The Company has entered into two power purchase agreements (PPAs) for the Hadlow and North Farm facilities in January 2015. The PPAs will be in effect at commencement of operations.

On January 21, 2015, SPGL entered into a share purchase agreement with Siem to sell 16.60% of the shares of Owl’s Hatch Solar Park Limited (Owl’s Hatch) for a nominal amount.

On March 9, 2015, SPGL entered into a share purchase agreement with Siem Europe S.á r.l. (Siem) to sell the shares of Bradenstoke Solar Park Limited (Bradenstoke) for a nominal amount. In addition, after the successful completion of construction and upon achieving the anticipated installed capacity, the Company will receive a minimum deferred payment estimated to be approximately £1,800,000 ($2,800,000) from Siem.

Through and including , 2015 (the 25th day after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

The following table sets forth the costs and expenses, other than estimated underwriting discounts and commissions, payable by us in connection with the sale and distribution of the common stock being registered. All amounts are estimates except for the SEC registration fee, the FINRA filing fee, and the New York Stock Exchange listing fee.

The Delaware General Corporation Law (the “DGCL”) provides in Section 145 thereof (“Section 145”) that a Delaware corporation may indemnify any person who was or is or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation) by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful. A Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, provided such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests, provided that no indemnification is permitted without judicial approval if the director, officer, employee or agent is adjudged to be liable to the corporation. Where a director or officer is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him or her against the expenses which such director or officer has actually and reasonably incurred.

Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would otherwise have the power to indemnify him or her under Section 145.

Our Amended and Restated Bylaws provide for indemnification of our directors and officers to the maximum extent permitted by the DGCL, and our Amended and Restated Bylaws provide for indemnification of employees and agents to the extent authorized by our Board of Directors.

Section 102(b)(7) of the DGLC allows a corporation to provide in its certificate of incorporation that a director of the corporation will not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except where the director breached the duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of the DGCL or derived an improper personal benefit. Our Amended and Restated Certificate of Incorporation provides for such elimination of liability to the fullest extent permitted by the DGCL.

In addition, we intend to enter into indemnification agreements with our directors and officers containing provisions that are in some respects broader than the specific indemnification provisions contained in the DGCL and in our Amended and Restated Bylaws. The indemnification agreements will require us, among other things, to indemnify our directors and officers against certain liabilities that may arise by reason of their status or service as directors or officers and to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified.

We intend to maintain insurance policies covering our directors and officers against various liabilities arising under the Securities Act and the Exchange Act that might be incurred by any director or officer in his or her capacity as such.

From March 9, 2011 through November 15, 2013, we issued an aggregate of 84.25 shares to six individuals for services rendered.

From June 12, 2012 through May 6, 2014, we sold an aggregate of 436.085 shares to 35 investors for an aggregate of $2,843,000.

On May 30, 2014, our board of directors issued to our stockholders two dividends of one share and nine shares, respectively, per share outstanding, or an aggregate of 13,943.6 shares.

From July 16, 2014 through September 17, 2014, we issued an aggregate of 95 shares to two individuals for services rendered.

From June 10, 2014 through January 6, 2015, we sold an aggregate of 1,321.33 shares to 17 investors for an aggregate of $5,322,000.

None of the foregoing transactions involved any underwriters, underwriting discounts or commissions. We believe the offers, sales and issuances of the above securities were exempt from registration under the Securities Act by virtue of Section 4(a)(2) of the Securities Act, and/or Regulation D thereunder as transactions not involving a public offering and/or Regulation S thereunder as transactions conducted outside of the United States in accordance with the conditions of such Regulation and/or Rule 701 promulgated thereunder because the transactions were pursuant to compensatory benefit plans or contracts relating to compensation as provided under such rule. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions. All recipients had adequate access, through their relationships with us, to information about us. The sales of these securities were made without any general solicitation or advertising.

Schedules have been omitted because the information required to be set forth therein is not applicable or is included in the financial statements.

For the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Sausalito, State of California, on April 13, 2015.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Carl Weatherley-White as his true and lawful attorney in fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to sign any Registration Statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney in fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney in fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following person in the capacities and on the date indicated.

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of March 18, 2015, by and among LIGHTBEAM ELECTRIC COMPANY, a Delaware corporation (“LEC”), GS ACQUISITION CORPORATION, a Delaware corporation and a wholly owned subsidiary of LEC (“Newco Corp”), GREEN STATES ENERGY, INC., a Delaware corporation (the “Company”), and AEP HOLDINGS LLC, a New Jersey limited liability company, solely in its capacity as the Stockholders’ Representative. Certain capitalized terms used in this Agreement are defined in Exhibit A.

WHEREAS, Newco Corp is a corporation incorporated under the laws of the State of Delaware on February 26, 2015 and is a wholly owned subsidiary of LEC;

WHEREAS, Newco Corp was formed or incorporated, as applicable, solely for the purpose of completing the transactions set forth herein;

WHEREAS, the board of directors of the Company (the “Company Board”) has (a) determined that the merger of Newco Corp with and into the Company, with the Company as the surviving entity, upon the terms and subject to the conditions set forth in this Agreement (the “Merger”), is fair to and in the best interests of the Company Stockholders and (b) approved and declared advisable this Agreement, the Merger and the other transactions contemplated by this Agreement;

WHEREAS, it is intended that the Merger constitute a “tax free reorganization” within the meaning of Section 368(a)(1)(A) of the Code;

WHEREAS, the board of directors of Newco Corp has unanimously (a) determined that the Merger is fair to and in the best interests of Newco Corp and its stockholder and (b) approved and declared advisable this Agreement, the Merger and the other transactions contemplated by this Agreement;

WHEREAS, LEC, acting as the sole stockholder of Newco Corp, has approved the Merger upon the terms and subject to the conditions set forth in this Agreement and in accordance with the requirements of the General Corporation Law of the State of Delaware (the “DGCL”) and the certificate of incorporation and bylaws of Newco Corp;

WHEREAS, in order to induce LEC and Newco Corp to enter into this Agreement, concurrently with the execution and delivery of this Agreement, certain stockholders of the Company are executing (a) voting agreements (the “Voting Agreements”), pursuant to which such stockholders are agreeing to vote certain of the shares of Company Capital Stock owned by them in favor of the Merger and (b) Joinders; and

WHEREAS, LEC is entering into other separate agreements whose material terms and conditions are substantially similar to this Agreement (the “Other Agreements”), in order to acquire additional clean energy assets (the Company, together with each of the other companies with which LEC has entered into the Other Agreements, are collectively referred to herein as the “Founding Companies”).

NOW, THEREFORE, in consideration of the premises, and the representations, warranties, covenants and agreements contained herein, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, each intending to be legally bound, hereby agree as follows:

1.1 The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, (i) Newco Corp will be merged with and into the Company and (ii) the separate existence of Newco Corp will cease and the Company will continue its corporate existence under the DGCL as the surviving corporation in the Merger (the “Surviving Corporation”).

1.2 Closing. The consummation of the Merger (the “Closing”) will take place (a) at the offices of Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, New York, at 9:00 a.m. New York City time, on the second (2nd) Business Day immediately following the day on which the last of the conditions to closing contained in Sections 7 and 8 (other than any conditions that by their nature are to be satisfied at the Closing) is satisfied or waived in accordance with this Agreement or (b) at such other place and time or on such other date as the Company and LEC may mutually determine (the date on which the Closing actually occurs is referred to as the “Closing Date”).

1.3 Effective Time. Subject to the provisions of this Agreement, on or prior to the Closing Date, the Company will cause a certificate of merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger will become effective when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware (provided, that it is not filed prior to the Closing Date) or at such other subsequent date or time as LEC and the Company may agree and specify in the Certificate of Merger in accordance with the DGCL (the date and time the Merger becomes effective, the “Effective Time”).

1.4 Effects of the Merger. The Merger will have the effects set forth in this Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, except as otherwise agreed pursuant to the terms of this Agreement, all of the property, rights, privileges, powers and franchises of the Company and Newco Corp shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Newco Corp shall become the debts, liabilities and duties of the Surviving Corporation.

1.5 Certificate of Incorporation, Bylaws, Board of Directors and Officers of the Surviving Corporation. At the Effective Time of the Merger:

(a) the certificate of incorporation of the Surviving Corporation shall be amended and restated pursuant to the terms set forth in the Certificate of Merger, and as so amended and restated, shall remain the certificate of incorporation of the Surviving Corporation until changed, as provided by law;

(b) the bylaws of the Surviving Corporation shall be amended and restated to conform to the bylaws of Newco Corp as in effect immediately prior to the Effective Time, until amended as provided by law;

(c) the Company Board shall resign and the directors of Newco Corp immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation until their successors are duly elected and qualified or until their earlier death, resignation or removal in accordance with applicable Law, the certificate of incorporation of the Surviving Corporation and the Bylaws of the Surviving Corporation; and

(d) the officers of Newco Corp immediately prior to the Effective Time shall be the officers of the Surviving Corporation each such officer to serve, subject to the provisions of the Certificate of Incorporation and Bylaws of the Surviving Corporation, until his or her successor is duly elected and qualified.

2.1 Conversion of Company Capital Stock. At the Effective Time, by virtue of the Merger and without any further action on the part of LEC, Newco Corp, the Company or any Company Stockholder:

(a) any shares of Company Capital Stock then owned by the Company (or held in the Company’s treasury) immediately prior to the Effective Time, if any, shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor;

(b) except as provided in Section 2.1(a) and subject to Section 2.6, and Section 2.9, each share of Company Capital Stock issued and outstanding immediately prior to the Effective Time (except for Dissenting Shares) shall cease to be an existing and issued share of Company Capital Stock and shall be converted, by virtue of the Merger and without any action on the part of the holders thereof, into the right to receive, without interest, and subject to Section 2.6(d) and in accordance with the Allocation Schedule, in the case of the Company Common Stock, the Per Share Consideration in the form of shares of LEC Stock or cash, as set forth in this Agreement, and, in the case of the Company Series A Preferred Stock, the Series A Preferred Per Share Liquidation Preference; and

(c) each share of the common stock, $0.001 par value per share, of Newco Corp issued and outstanding immediately prior to the Effective Time shall be converted into one share of validly issued, fully paid and nonassessable common stock of the Surviving Corporation, such that immediately following the Effective Time, LEC shall become the sole and exclusive owner of all of the issued and outstanding capital stock of the Company as the Surviving Corporation.

2.2 Release Obligation. The Company and the Participating Securityholders by signing a Letter of Transmittal or Joinder agree and acknowledge that the Release Obligation is an integral part of this Agreement and the consideration provided for in this Agreement is sufficient and adequate to compensate the Participating Securityholders for agreeing to the Release Obligation.

(a) Prior to the Effective Time, subject to Section 2.6, and Section 2.9, the Company shall take all actions and obtain any consents necessary to ensure that each Company Warrant that is issued, outstanding and exercisable for shares of Company Common Stock, and remains unexercised immediately prior to the Effective Time, shall be canceled at the Effective Time and shall cease to be existing and exercisable for such Company Capital Stock by the holder thereof. With respect to each Exercisable Share for which a Warrant Cancellation Agreement has been delivered to GSE, such Exercisable Share shall be entitled to receive, without interest, and subject to Section 2.6(d), consideration in the form of shares of LEC Stock or cash, as set forth in this Agreement, equal to the applicable Per Share Warrant Consideration.

(b) The Company agrees that, prior to the Effective Time, the Company Board shall adopt such resolutions or take such other actions (including making or obtaining any required Consents) as may be required to effect the transactions described in this Section 2.3 as of the Effective Time, including all actions necessary to terminate all issued and outstanding Company Warrants as of the Closing Date and ensure that from and after the Effective Time there are no outstanding rights to acquire Company Capital Stock under any Company Warrants.

(c) The Information Statement shall include a Warrant Cancellation Agreement and a description of the treatment of and payment for the Company Warrants that are outstanding and unexercised immediately prior to the Effective Time pursuant to Section 2.3(a).

2.4 Further Action. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and the other agreements contemplated hereby or to vest the Surviving Corporation with full right, title and possession of and to all rights, property, privileges, power and franchises of Newco Corp and the Company, the officers and directors of the Surviving Corporation and LEC are fully authorized in the name of the Company and Newco Corp to take all such action, so long as such action is not inconsistent with this Agreement. Upon the terms and subject to the conditions contained herein, prior to the Closing Date, each of the parties hereto shall (a) use all commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement and any related agreement or certificate, including satisfying the conditions to Closing in Sections 7 and 8 and (b) cooperate, to the extent practicable, with each other in connection with the foregoing.

2.5 Closing of the Company’s Transfer Books. At the Effective Time: (a) each certificate representing Company Capital Stock (a “Company Stock Certificate”) and each Company Warrant shall thereafter represent the right to receive the consideration referred to in Section 2.1 (or if applicable, Section 2.7) and Section 2.3, as the case may be; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Capital Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Capital Stock shall be made on such stock transfer books after the Effective Time. After the Effective Time, the Company shall not consent to any transfer of a Company Warrant. If, after the Closing Date, a Company Stock Certificate or Company Warrant is presented to the Payment Agent or to the Surviving Corporation or LEC, such Company Stock Certificate or Company Warrant shall be canceled and shall be exchanged as provided in Section 2.6.

(a) (i) On or prior to the Closing Date, and subject to Section 2.6(g), LEC or Newco Corp shall deposit with the Payment Agent an amount in cash equal to (x) the sum of: (A) the Series A Preferred Aggregate Liquidation Preference, (B) the Aggregate Substitute Cash Amount and (C) the aggregate amount of all of the Fractional Equivalent Amounts due to Participating Securityholders pursuant to Section 2.6(a)(ii). The deposit made by LEC pursuant to this Section 2.6(a)(i) is hereinafter referred to as the “Cash Payment Fund”. The Cash Payment Fund shall not be used for any purpose that is not expressly provided for in this Agreement; provided, that LEC may direct the Payment Agent to invest the Cash Payment Fund in obligations guaranteed by the United States of America and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Moody’s Investors Services, Inc. or Standard & Poor’s Corporation, respectively.

(ii) On or prior to the Closing Date, LEC or Newco Corp shall deposit or cause to be deposited in trust with the Payment Agent that number of shares of LEC Stock as are issuable pursuant to this Section 2 in respect of shares of Company Common Stock and Company Warrants (such number of shares, together with the Cash Payment Fund, the “Exchange Fund”). Notwithstanding any other provision of this Agreement, no fractional shares of LEC Stock and no certificates or other evidence of ownership thereof will be issued in connection with the Merger; instead, each Participating Securityholder who would otherwise be entitled to a fractional share of LEC Stock shall be entitled to an amount in cash equal to (after taking into account and aggregating all shares or fractional shares of Company Common Stock to which such holder is entitled) such Participating Securityholder’s Fractional Equivalent Amount.

(iii) Not later than two (2) Business Days after the Closing Date, the Payment Agent shall mail to the Participating Securityholders who have not previously delivered an executed Letter of Transmittal to the Payment Agent: (A) a Letter of Transmittal and (B) instructions for effecting the surrender of Company Stock Certificates or Company Warrants, as applicable, in exchange for the consideration set forth in this Agreement.

(iv) With respect to Company Stockholders as of immediately prior to the Effective Time, upon surrender of a Company Stock Certificate to the Payment Agent, together with a duly executed Letter of Transmittal (which shall include the Release Obligation)

that has been completed in accordance with the instructions thereto, and such other customary documents as may reasonably be required by the Payment Agent, from and after the Effective Time, (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange for each share of Company Capital Stock evidenced thereby, in the case of Company Common Stock, the applicable Per Share Consideration and, in the case of Company Series A Preferred Stock, the Series A Preferred Per Share Liquidation Preference, in accordance with this Agreement, and (B) the Company Certificate so surrendered shall be immediately canceled.

(v) With respect to the Warrant Holders as of immediately prior to the Effective Time who have delivered a duly executed Warrant Cancellation Agreement to GSE, upon delivery of a Company Warrant held by such Warrant Holder and associated executed Letter of Transmittal (which shall include the Release Obligation) delivered to the Paying Agent, and such other customary documents as may reasonably be required by the Payment Agent, from and after the Effective Time, such Warrant Holder shall be entitled to receive in exchange therefore the applicable Per Share Warrant Consideration in accordance with this Agreement.

(vi) If any Company Stock Certificate or Company Warrant shall have been lost, stolen or destroyed, then LEC may, as a condition to the payment and issuance, as applicable, of the Per Share Consideration, the Series A Preferred Per Share Liquidation Preference, the Per Share Warrant Consideration, or the Fractional Share Equivalent, as applicable, require the owner thereof to provide a reasonably appropriate affidavit to the Payment Agent, including customary indemnification.

(b) Subject to Section 2.6(c), not later than two (2) Business Days after the receipt by the Payment Agent of a Participating Securityholder’s duly executed Letter of Transmittal and surrendered Company Stock Certificates and Company Warrants, as applicable, the Payment Agent shall pay to such Participating Securityholder in such amounts as set forth in the Allocation Schedule, (i) in shares of LEC Stock: (A) for each share of Company Common Stock, the Per Share Closing Date Stock Consideration divided by the IPO Price, and (B) for each Exercisable Share, the Per Share Closing Date Warrant Consideration divided by the IPO Price, and (ii) in cash: an amount equal to the Series A Preferred Per Share Liquidation Preference and the Fractional Share Equivalent, as applicable.

(c) (i) Notwithstanding anything in this Agreement to the contrary, LEC shall not be obligated to issue shares of LEC Stock to any Participating Securityholder that is not a Confirmed Accredited Investor (each, a “Non-Accredited Company Holder”). If LEC elects not to issue shares of LEC Stock to any Non-Accredited Company Holder that it would otherwise be entitled under Sections 2.1(b) or 2.3 (subject, in all cases, to the exchange procedures set forth this Section 2.6), then such Non-Accredited Company Holder shall be entitled to the equivalent of the Per Share Consideration and Per Share Warrant Consideration, as applicable, in cash, which amount shall be equal to the sum of the following:

(A) an amount for each share of LEC Stock that the Non-Accredited Company Holder as a Company Stockholder would otherwise be entitled to pursuant to Section 2.1(b) equal to the product of (i) the Per Share Consideration and (ii) the IPO Price; plus

(B) an amount for each share of LEC Stock that the Non-Accredited Company Holder as a Warrant Holder would otherwise be entitled to pursuant to Section 2.3 equal to the product of (i) the applicable Per Share Warrant Consideration and (ii) the IPO Price ((A) and (B), the “Aggregate Substitute Cash Amount”).

(ii) LEC shall notify the Company and the Payment Agent not less than three (3) days prior to the Closing Date of its election to pay the Non-Accredited Company Holders the Aggregate Substitute Cash Amount.

(iii) Not later than two (2) Business Days after the receipt by the Payment Agent of a Non-Accredited Company Holder’s duly executed Letter of Transmittal and evidence that GSE has received a duly executed Warrant Cancellation Agreement, as applicable, and surrendered Company Stock Certificates or Company Warrants, as applicable, the Payment Agent shall pay to such Non-Accredited Company Holder; provided, however, that any such payment shall not be made before the date that is six (6) months after the Effective Date:

(B) an amount for each share of LEC Stock that the Non-Accredited Company Holder as a Warrant Holder would otherwise be entitled to pursuant to Section 2.3 equal to the product of (i) the applicable Per Share Closing Date Warrant Consideration and (ii) the IPO Price.

(d) No dividends or other distributions declared or made with respect to LEC Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate or Company Warrant with respect to the shares of LEC Stock issuable upon surrender thereof until the surrender of such Company Stock Certificate or Company Warrant in accordance with this Section 2. Subject to escheat, abandoned property, Tax or other applicable Law, following surrender of such Company Stock Certificate or Company Warrant, there shall be paid to the holder of the Company Stock Certificate or Company Warrant representing whole shares of LEC Stock issued in exchange therefor, without interest, the amount of dividends or other distributions declared on the shares of LEC Stock with a record date after the Effective Time and a payment date prior to such surrender that is payable with respect to such whole shares of LEC Stock.

(e) Any portion of the Exchange Fund, including investment proceeds thereon, if any, that remains undistributed to Participating Securityholders on the day following the day that is twelve (12) months after the Closing Date shall be delivered to LEC upon demand, and any Participating Securityholders who have not theretofore surrendered their Company Stock Certificates and/or Company Warrants (as the case may be) and executed a Letter of Transmittal and Warrant Cancellation Agreement, as applicable, shall thereafter, subject to the provisions of this Agreement, look only to the Surviving Corporation (subject to any escheat, abandoned property, Tax or other applicable Law) for satisfaction of their claims for the amounts payable in accordance with Section 2.1 and Section 2.3.

(f) None of LEC, the Surviving Corporation or any of LEC’s Affiliates shall be liable to any holder or former holder of shares of Company Capital Stock or any current or former Participating Securityholder with respect to any cash amounts or LEC Stock properly delivered to any public official pursuant to any applicable abandoned property, escheat or similar Law.

(g) Each of LEC, the Company, the Surviving Corporation, the Payment Agent, the Escrow Agent and their respective agents will be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any Participating Securityholder such amounts it reasonably determines that it is required to deduct and withhold under the Code or any other Tax Law. To the extent that amounts are so withheld and properly paid over to the applicable governmental Tax authority, any withheld amounts will be treated as having been paid to the applicable Participating Securityholder.

(h) The Company shall deliver to LEC, not less than five (5) Business Days prior to the anticipated Closing Date, the Closing Financial Estimate. During the period following LEC’s receipt of the Closing Financial Estimate, the Company shall provide to LEC and Newco Corp and their respective authorized representatives reasonable access to all records used in preparing such Closing Financial Estimate (and employees of the Company who can adequately answer questions on the Closing Financial Estimate, including such access to facilities as is reasonably necessary to have such access to such employees) and, if applicable, the Company’s outside accountants and their work papers and other documents used in preparing such Closing Financial Estimate. LEC shall promptly notify the Company in writing (including by email) if it disputes any of the items in the Closing Financial Estimate, specifying each disputed item and the estimated amount thereof in dispute and the basis for such dispute. The parties shall in good faith attempt to promptly resolve any such dispute prior to the Closing Date; provided, however, that if the parties are not able to reach mutual agreement prior to the Closing Date, LEC’s calculations of such disputed items shall be reflected on the Closing Financial Certificate. As of the Closing, the Company shall deliver to LEC the Closing Financial Certificate. To the extent reflected in the Closing Financial Certificate, in accordance with Section 6.10, LEC shall wire the amount of any Unpaid Company Expenses and Company Retired Indebtedness to the applicable Person(s) owed such Unpaid Company Expenses and Company Retired Indebtedness pursuant to wire instructions (such wire instructions to be provided to LEC by the Company at least three (3) Business Days prior to the Closing Date). For avoidance of doubt, after the Effective Time, all Company Assumed Indebtedness shall remain an obligation of the Company and none of the Participating Securityholders shall have any obligation therefor, subject to any indemnification obligations under Section 9.

(i) (i) The Company (at or prior to the Closing Date) or the Stockholders’ Representative (following the Closing Date) shall deliver to the Surviving Corporation, the Payment Agent and the Escrow Agent, as applicable, a schedule (in each case, an “Allocation Schedule”) setting forth the portion of the cash or stock that each Participating Securityholder is entitled to receive or the portion of such Damages that a LEC Indemnified Party is entitled to recover from each Participating Securityholder, as applicable, in accordance with the following timing requirements: (A) not less than five (5) Business Days prior to the anticipated Closing Date, (B) within five (5) Business Days after the final determination that any Post-Closing Adjustment Amount is payable by LEC to the Participating Securityholders, if any, (C) not less

than five (5) Business Days prior to the anticipated date that any cash or stock is to be released to the Participating Securityholders from the Escrow Fund or the Stockholders’ Representative’s Reserve, and (D) not less than five (5) Business Days following the final determination of any Indemnification Demand by a LEC Indemnified Party pursuant to Section 9.1(d) that is payable pursuant to Section 9.3(a)(2). Each of LEC, the Surviving Corporation, the Payment Agent and the Escrow Agent, as applicable, shall be entitled to rely on each Allocation Schedule without further inquiry.

(ii) Each Allocation Schedule shall also set forth, as of immediately prior to the Effective Time, (i) the aggregate number of issued and outstanding shares of Company Common Stock (including any Down-Round Shares) as of immediately prior to the Effective Time, (ii) the aggregate number of issued and outstanding shares of Company Series A Preferred Stock as of immediately prior to the Effective Time, (iii) the number of shares of Company Common Stock for which Company Warrants are exercisable as of immediately prior to the Effective Time, (iv) the number of shares of Company Common Stock (including any Down-Round Shares), Company Series A Preferred Stock and/or Company Warrants owned by each Participating Securityholder as of immediately prior to the Effective Time (including setting forth any transfers after the date of this Agreement (“Post-Signing Transfers”), and (vi) the name, address, and if available, electronic mail address for each Participating Securityholder.

(j) (i) Within sixty (60) days after the Closing Date, LEC shall prepare and deliver to the Stockholders’ Representative a written notice (the “Post-Closing Adjustment Notice”) setting forth the good faith determination made by LEC of: (A) the Cash, (B) the Company Current Assets; and (C) the Company Current Liabilities, Company Retired Indebtedness and Unpaid Company Expenses. Following delivery of the Post-Closing Adjustment Notice, at the Stockholders’ Representative’s written request, LEC shall provide the Stockholders’ Representative and its authorized representatives reasonable access to all records used in preparing such Post-Closing Adjustment Notice (and employees of LEC who can adequately answer questions on the Post-Closing Adjustment Notice, including such access to facilities as is reasonably necessary to have such access to such employees) and, if applicable, LEC’s outside accountants and their work papers and other documents used in preparing such Post-Closing Adjustment Notice. Unless the Stockholders’ Representative disputes the calculation in the Post-Closing Adjustment Notice in writing (specifying the basis for such dispute in reasonable detail) within thirty (30) days following delivery of such notice, the Post-Closing Adjustment Notice shall be final and binding.

(ii) Within ten (10) Business Days following the final determination of the Cash, Company Current Assets and the Company Current Liabilities, Company Retired Indebtedness and Unpaid Company Expenses in accordance with this Section 2.6(j), LEC or the Stockholders’ Representative (on behalf of the Participating Securityholders), as applicable, shall effect the net result of the following adjustments (such net result, the “Post-Closing Adjustment”), if any:

(A) if the amount of Cash determined by LEC is more than the amount of Cash set forth in the Closing Financial Certificate, LEC shall be required to pay such excess amount to the Participating Securityholders as set forth in the Allocation Schedule;

(B) if the amount of Cash determined by LEC is less than the amount of Cash set forth in the Closing Financial Certificate, the Stockholders’ Representative shall instruct the Escrow Agent to release such shortfall amount to LEC from the Post-Closing Adjustment Escrow Amount;

(C) if the amount of Company Current Assets determined by LEC is more than the amount of Company Current Assets set forth in the Closing Financial Certificate, LEC shall be required to pay such excess amount to the Participating Securityholders as set forth in the Allocation Schedule;

(D) if the amount of Company Current Assets determined by LEC is less than the amount of Company Current Assets set forth in the Closing Financial Certificate, the Stockholders’ Representative shall instruct the Escrow Agent to release such shortfall amount to LEC from the Post-Closing Adjustment Escrow Amount;

(E) if the aggregate amount of the Company Current Liabilities, Company Retired Indebtedness and Unpaid Company Expenses is greater than the aggregate amount of the Company Current Liabilities, Company Retired Indebtedness and Unpaid Company Expenses set forth in the Closing Financial Certificate, then the Stockholders’ Representative shall instruct the Escrow Agent to release such excess amount to LEC from the Post-Closing Adjustment Escrow Amount; and

(F) if the aggregate amount of the Company Current Liabilities, Company Retired Indebtedness and Unpaid Company Expenses is less than the aggregate amount of the Company Current Liabilities, Company Retired Indebtedness and Unpaid Company Expenses set forth in the Closing Financial Certificate, then LEC shall be required to pay, or cause to be paid, such shortfall amount to the Participating Securityholders as set forth in the Allocation Schedule.

(iii) If LEC is required to pay the Post-Closing Adjustment to the Participating Securityholders, LEC shall effect such payment within the applicable ten (10) Business Day period by depositing with the Payment Agent the amount of the Post-Closing Adjustment. Within two (2) Business Days after receipt of any Post-Closing Adjustment from LEC hereunder, the Payment Agent shall distribute such amount to the Participating Securityholders in accordance with an Allocation Schedule to be delivered by the Stockholders’ Representative in accordance with Section 2.6(i). Any obligation of LEC to pay the Post-Closing Adjustment (if required to be paid by LEC) hereunder may be satisfied by any of LEC or any of its Affiliates.

(iv) If the Stockholders’ Representative (on behalf of the Participating Securityholders) is required to pay the Post-Closing Adjustment to LEC, the Stockholders’ Representative shall deliver written instructions to the Escrow Agent to release an amount equal to the Post-Closing Adjustment to LEC from the Post-Closing Adjustment Escrow Amount (together with any accrued interest on such amount). For U.S. Tax purposes, LEC, the Stockholders’ Representative and the Participating Securityholders shall treat and report the Post-Closing Adjustment (if any) as an adjustment to the Per Share Closing Date Stock Consideration for all Tax purposes, except as otherwise required under applicable Law.

(v) If the Stockholders’ Representative provides a written notice of dispute within thirty (30) days following delivery of the Post-Closing Adjustment Notice, LEC and the Stockholders’ Representative shall attempt in good faith to resolve such dispute promptly, but in any event within thirty (30) days after the Stockholders’ Representative’s written notice of the dispute. During such thirty (30)-day period, LEC and its representatives shall be permitted to review the work papers of the Stockholders’ Representative and its representatives relating to the dispute and the basis therefor. If LEC and the Stockholders’ Representative are unable to resolve all such objections within such thirty (30)-day period (or such longer period as may be agreed upon by LEC and the Stockholders’ Representative), LEC and the Stockholders’ Representative shall engage PricewaterhouseCoopers LLP or such other mutually agreed upon certified public accounting firm of nationally recognized standing that is, and during the past three (3) years, independent from LEC, the Company, the Surviving Corporation, the Stockholders’ Representative and each of their respective Affiliates, to promptly determine the amount of the Post-Closing Adjustment (the “Adjustment Auditor”). LEC and the Stockholders’ Representative shall instruct the Adjustment Auditor to determine, solely with respect to the disputed items and amounts so submitted, whether and to what extent, if any, the Post-Closing Adjustment requires adjustment. The Adjustment Auditor shall base its determination solely on written submissions by LEC and the Stockholders’ Representative and not on an independent review. LEC and the Stockholders’ Representative shall make available to the Adjustment Auditor all relevant work papers and other items reasonably requested by the Adjustment Auditor. As promptly as practicable, but in no event later than thirty (30) days after its retention, the Adjustment Auditor deliver to LEC and the Stockholders’ Representative a report that sets forth its resolution of the disputed items and amounts and its calculation of the Post-Closing Adjustment; provided, however, that the Adjustment Auditor may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The determination of the Adjustment Auditor shall be final and binding upon the parties. Following such determination, the final and binding Post-Closing Adjustment shall be paid pursuant to the terms of Section 2.6(j)(iii). The fees and expenses of the Adjustment Auditor shall be borne by LEC and by the Stockholders’ Representative (solely on behalf of the Participating Securityholders and in its capacity as the Stockholders’ Representative, not in its individual capacity) based on the inverse of the percentage of the amount that the Adjustment Auditor (before such allocation) awards in favor of the Stockholders’ Representative or LEC, as applicable, as it bears to the total amount of the total items in dispute as originally submitted to the Adjustment Auditor. For example, should the items in dispute total in amount to $1,000 and the Adjustment Auditor awards $600 in favor of the Stockholders’ Representative’s position, 60% of the costs of its review would be borne by LEC and 40% of the costs would be borne by the Stockholders’ Representative.

(a) No later than five (5) Business Days after the date of this Agreement (or such later date as may be mutually agreed by the Company and LEC), the Company shall, in accordance with Section 262 of the DGCL, sent a notice to each of the Company Stockholders who are entitled to appraisal and/or dissenters rights that such appraisal and/or dissenters rights are available for any or all shares of such class or series of Company Capital Stock, and shall include in such notice a copy of Section 262(d)(2) of the DGCL.

(b) Notwithstanding any other provision of this Agreement to the contrary, shares of Company Capital Stock held by a holder who has made a demand for appraisal of such shares in accordance with Section 262 of the DGCL (any such shares being referred to as “Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under Section 262 of the DGCL with respect to such shares), will not be converted into or represent the right to receive the consideration in accordance with Section 2.1, but will be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to the DGCL (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the rights set forth in Section 262 of the DGCL); provided, however, that if a holder of Dissenting Shares (a “Dissenting Stockholder”) withdraws or loses such holder’s demand for such payment and appraisal or becomes ineligible for such payment and appraisal then, as of the later of the Effective Time or the date of which such Dissenting Stockholder withdraws such demand or otherwise becomes ineligible for such payment and appraisal, such holder’s Dissenting Shares will cease to be Dissenting Shares and will be automatically converted into the right to receive a cash payment determined in accordance with Section 2.1 upon surrender of the Company Stock Certificate representing such shares in accordance with the terms of Section 2.6.

(c) The Company shall give LEC: (i) prompt notice of: (A) any written demand received by the Company prior to the Effective Time to require the Company to purchase any share of Company Capital Stock pursuant to Section 262 of the DGCL; (B) any withdrawal of any such demand; and (C) any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL; and (ii) the opportunity to participate in all negotiations and proceedings with respect to any such demand, notice or instrument. Following the Effective Time, LEC shall (1) keep the Stockholders’ Representative reasonably updated on the status of the Dissenting Shares proceedings and (2) to the extent practicable, allow the Stockholders’ Representative with the opportunity to participate in all negotiations and proceedings with respect to the Dissenting Shares. The Company shall not make any payment or settlement offer prior to the Effective Time with respect to any Dissenting Shares unless LEC shall have consented in writing to such payment or settlement offer (which consent shall not be unreasonably withheld, conditioned or delayed). LEC shall not make any payment or settlement offer prior to or after the Effective Time with respect to any Dissenting Shares without the written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned or delayed). If LEC can no longer recover against the Participating Securityholders for Damages under Section 9.1(a)(iii) of this Agreement with respect to any Dissenting Shares, LEC’s obligations to comply with the requirements of this Section 2.7(c) shall terminate.

(a) In order to efficiently administer certain matters contemplated hereby following the Closing, including any actions that the Stockholders’ Representative may, in its sole discretion, determine to be necessary, desirable or appropriate in connection with the matters set forth in Section 2.6(i), Section 2.9, and Section 9, the Participating Securityholders, by the adoption of this Agreement, execution of the Joinder, execution of a Warrant Cancellation Agreement, acceptance of consideration under this Agreement and/or the completion and execution of the Letters of Transmittal, shall be deemed to have designated AEP Holdings LLC as the representative of the Participating Securityholders (the “Stockholders’ Representative”).

(b) In the event the Stockholders’ Representative dies, becomes unable to perform its responsibilities hereunder or resigns from such position (which the Parties agree it may do any time and for any reason, including if the Stockholders’ Representative Reserve is depleted), the Required Stockholders shall be authorized to and shall select another representative to fill such vacancy and such substituted representative shall be deemed to be the Stockholders’ Representative for all purposes of this Agreement and the documents delivered pursuant hereto.

(c) By their adoption of this Agreement, execution of the Joinder, execution of a Warrant Cancellation Agreement, acceptance of consideration under this Agreement and/or the delivery of the Letter of Transmittal, the Participating Securityholders shall be deemed to have agreed, in addition to the foregoing, that:

(i) the Stockholders’ Representative shall be appointed and constituted the true and lawful attorney-in-fact of each Participating Securityholder, with full power in his, her or its name and on his, her or its behalf to act according to the terms of this Agreement and in general to do all things and to perform all acts including (A) executing and delivering any agreements, certificates, receipts, instructions, notices or instruments contemplated by or deemed advisable in connection with this Agreement, (B) authorizing the delivery of cash or LEC Stock from the Escrow Fund, (C) agreeing to, negotiating, giving and receiving notices in relation to, entering into settlements and compromises of, and complying with arbitration awards and orders of courts with respect to this Agreement, the Escrow Agreement and the Payment Agent Agreement, and (D) taking all actions necessary or appropriate in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing. By execution of this Agreement, the Stockholders’ Representative hereby accepts such appointment;

(ii) the Stockholders’ Representative shall have full authority to (A) execute, deliver, acknowledge, certify and file on behalf of the Participating Securityholders (in the name of any or all of the Participating Securityholders or otherwise) any and all documents that the Stockholders’ Representative may, in its sole discretion, determine to be necessary, desirable or appropriate, in such forms and containing such provisions as the Stockholders’ Representative may, in its sole discretion, determine to be appropriate, (B) give and receive notices and other communications relating to this Agreement, the Escrow Agreement and the Payment Agent Agreement and the transactions contemplated hereby and thereby (except to the extent that this Agreement contemplates that such notice or communication shall be given or received by the Participating Securityholder individually), (C) take or refrain from taking any actions (whether by negotiation, settlement, litigation or otherwise) to resolve or settle all matters and disputes arising out of or related to this Agreement, the Escrow Agreement and the Payment Agent Agreement and the transactions contemplated hereby and thereby, and (D) engage attorneys, accountants, financial and other advisors, paying agents and other persons necessary or appropriate in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing; provided, however, that the Stockholders’ Representative shall cause all such Persons to be bound by reasonable and customary confidentiality provisions and shall cause LEC and its Affiliates to be named third-party beneficiaries of such provisions with the right to enforce such provisions;

(iii) LEC, the Surviving Corporation, the Payment Agent, the Escrow Agent and their respective agents will be entitled to rely conclusively on any Allocation Schedule delivered by the Stockholders’ Representative pursuant to Section 2.6(i), or the instructions and decisions given or made by the Stockholders’ Representative as to any of the matters described in this Section 2.8, and no party shall have any cause of action against any of the foregoing Persons for any action taken or not taken in reliance upon any such instructions or decisions and they hereby waive any such causes of action;

(iv) all actions, decisions and instructions of the Stockholders’ Representative, including any payment amounts set forth on any Allocation Schedule prepared by Stockholders’ Representative pursuant to Section 2.6(i), shall be conclusive and binding upon each of the Participating Securityholders, and no Participating Securityholders shall have any cause of action against the Stockholders’ Representative for any action taken, decision made or instruction given by the Stockholders’ Representative under this Agreement, except for common law fraud or for willful misconduct on the part of the Stockholders’ Representative;

(v) the provisions of this Section 2.8 are independent and severable, are irrevocable and coupled with an interest, and shall be enforceable notwithstanding any rights or remedies that any Participating Securityholder may have in connection with the transactions contemplated by this Agreement; and

(vi) the provisions of this Section 2.8 shall be binding upon the executors, heirs, legal representatives successors and assigns of each Participating Securityholders, and any references in this Agreement to a Participating Securityholder or the Participating Securityholders shall mean and include the successors to the Participating Securityholders’ rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise.

(d) At the Closing, LEC shall cause to be deposited, in an account designated by the Stockholders’ Representative, One Hundred Fifty Thousand Dollars ($150,000) (the “Stockholders’ Representative Reserve”). The Stockholders’ Representative Reserve (and earnings thereon) may be applied as the Stockholders’ Representative, in its sole discretion, determines to be appropriate to defray, offset, or pay any charges, fees, costs, liabilities or expenses that the Stockholders’ Representative incurred in connection with the transactions contemplated by this Agreement and its obligations under the Escrow Agreement, including all documented third party costs of the Stockholders’ Representative and services performed by managers of the Stockholders’ Representative at prevailing billing rates, plus overhead of ten percent (10%) (the “Stockholders’ Representative Expenses”). The Participating Securityholders shall not receive interest or other earnings on the Stockholders’ Representative Reserve and the Participating Securityholders irrevocably transfer and assign to the Stockholders’ Representative any ownership right that they may have in any interest that may accrue on funds held in the Stockholders’ Representative Reserve. The Participating Securityholders acknowledge that the Stockholders’ Representative is not providing any investment supervision, recommendations or advice. The Stockholders’ Representative shall

have no responsibility or liability for any loss of principal of the Stockholders’ Representative Reserve other than as a result of its gross negligence or willful misconduct. The Participating Securityholders agree that the Stockholders’ Representative is not acting as a withholding agent or in any similar capacity in connection with the Stockholders’ Representative Reserve. The balance of the Stockholders’ Representative Reserve held pursuant to this Section 2.8(d), if any, shall, at the sole discretion of the Stockholders’ Representative and at such time to be determined in the sole discretion of the Stockholders’ Representative, be remitted to LEC (or its designee) for prompt distribution (and, in any case, within fifteen (15) days following receipt of the funds) to the Participating Securityholders by the Payment Agent pursuant to an Allocation Schedule prepared by the Stockholders’ Representative in accordance with Section 2.6(i). For Tax purposes, the Stockholders’ Representative Reserve shall be treated as having been received and voluntarily set aside by the Participating Stockholders at the time of the Closing.

(e) As between the Participating Securityholders and the Stockholders’ Representative, the Stockholders’ Representative shall not be liable for any act done or omitted hereunder as Stockholders’ Representative while acting in good faith, and any act done or omitted to be done pursuant to the advice of counsel or other third party consultants shall be conclusive evidence of such good faith. The Stockholders’ Representative and its members, managers, successors and assigns shall be entitled to be indemnified and held harmless and reimbursed by the Participating Securityholders against any loss, liability or expense arising out of or in connection with the acceptance or administration of its duties hereunder or in connection with any Stockholders’ Representative Expenses, in each case as such loss, liability or expense is incurred or suffered; provided, that in the event it is finally adjudicated that such loss, liability or expense or any portion thereof was primarily caused by the gross negligence or willful misconduct of the Stockholders’ Representative, the Stockholders’ Representative will reimburse the Participating Securityholders the amount of such indemnified loss, liability or expense attributable to such gross negligence or willful misconduct. Any such losses, liabilities or expenses of the Stockholders’ Representative shall be recovered by the Stockholders’ Representative in the following order: (i) first, from the Stockholders’ Representative Reserve, to the extent any funds remain in such fund; or (ii) second, from the Escrow Fund, but solely to the extent of any amounts released to the Participating Securityholders thereunder. No provision of this Agreement, the Escrow Agreement or the Payment Agent Agreement shall require the Stockholders’ Representative to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges under this Agreement, the Escrow Agreement or the Payment Agent Agreement.

(a) At the Closing, LEC shall deliver to the Escrow Agent, as a contribution to the Escrow Fund, (i) an amount of cash equal to $100,000 (the “Post-Closing Adjustment Escrow Amount”) and (ii) an amount equal to 15% of Total Uplift Value (the “Indemnity Escrow Amount”), of which (A) a portion shall be delivered in shares of LEC Stock in an amount equal to (x) (1) the Indemnity Escrow Amount divided by (2) the IPO Price multiplied by (y) the Closing Date Stock Percentage, rounded down to the nearest whole share Price and (B) a portion shall be delivered in cash in an amount equal to (x) Indemnity Escrow Amount multiplied by (y) the aggregate of (1) 100% minus (2) the Closing Date Stock Percentage. For purposes of this Section 2.9(a), “Closing Date Stock Percentage” shall mean a percentage determined by dividing (i) (A) the Total Adjusted Uplift Value minus (B) the Aggregate Substitute Cash Amount by (ii) the Total Adjusted Uplift Value.

(b) The Escrow Fund shall be held in accordance with the terms of this Agreement and the terms of the Escrow Agreement. The Escrow Fund shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any Person. The Escrow Fund shall be distributed pursuant to Sections 2.6 and 9 and the Escrow Agreement. Any distribution of cash or stock made from the Escrow Fund to the Participating Securityholders shall be made in accordance with the allocations among the Participating Securityholders set forth in an Allocation Schedule to be delivered by the Stockholders’ Representative in accordance with Section 2.6(i). The adoption of this Agreement by the Participating Securityholders shall constitute approval of the Escrow Agreement and of all of the arrangements relating thereto, including the placement of the Escrow Amount in escrow and disbursement of the Escrow Fund in accordance with the terms hereof and thereof. If LEC is entitled to indemnification under the Merger Agreement, then (i) the Stockholders’ Representative shall take such actions as are necessary to liquidate, or cause to be liquidated, any LEC Stock held under the Escrow Agreement, including directing the Escrow Agent where to deliver such LEC Stock and the price at which such LEC Stock shall be so liquidated, and (ii) in the event that the Stockholders’ Representative is unable to liquidate such LEC Stock within ten (10) days after either (x) an agreement between the Stockholders’ Representative and LEC that LEC is entitled to indemnification pursuant to this Agreement, or (y) a written final order of a court of competent jurisdiction providing that LEC is entitled to indemnification pursuant to this Agreement, then LEC may, in its sole discretion, direct the Escrow Agent to remit LEC Stock to pay such indemnity claim in an amount equal to the quotient of (A) the dollar amount for which payment is required under this Agreement, divided by (B) the product of (1) the market closing price or last sale price of a share of LEC Stock on the day immediately prior to the day that payment for such claim is to be made (or if such day is not a Business Day, on the immediately preceding Business Day) multiplied by (2) ninety percent (90%).

(c) On the day following the eighteen (18) month anniversary of the Closing Date (or if such day is not a Business Day, on the immediately following Business Day), the Escrow Agent shall release the then-remaining balance of the Escrow Fund to the Participating Securityholders, less the sum of (A) if any dispute regarding the Post-Closing Adjustment is then pending, the Post-Closing Adjustment claimed by LEC (if any) and (B) the amount of then-pending claims for indemnification by LEC Indemnified Parties under Section 9 that have not been paid to such LEC Indemnified Parties out of the Escrow Fund or otherwise resolved pursuant to (1) joint written instructions of LEC and Stockholders’ Representative or (2) a final nonappealable award, judgment or order issued by a court of competent jurisdiction relating to a then-pending claim (the sum of (1) and (2) referred to herein as the “Pending Claims Amount”). For purposes of determining the amount of shares equal to the Pending Claims Amount, each share of LEC Stock shall be valued at an amount equal to ninety percent (90%) of the market closing price or last sale price of a share of LEC Stock on the day immediately prior to the day that is the eighteen (18) month anniversary of the Closing Date (or if such day is not a Business Day, on the immediately preceding Business Day).

(d) The fees and expenses of the Escrow Agent shall be shared equally by the Stockholders’ Representative and LEC.

The Company hereby represents and warrants to LEC and Newco Corp, as of the date of this Agreement and as of the Closing Date, as follows:

(a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all necessary corporate power and authority to conduct its business in the manner in which its business is currently being conducted. The Company is qualified to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification, except where the failure to be so qualified or in such good standing is not likely to have a Company Material Adverse Effect.

(b) Section 3.1(b) of the Company Disclosure Schedule* sets forth the name of each of the Company’s Subsidiaries (each a “Company Subsidiary”) and sets forth the number and class of the authorized capital stock of each Company Subsidiary and the number of shares of, or other ownership interests in, each Company Subsidiary that are issued and outstanding, all of which shares or interests (except as set forth on Section 3.1(b) of the Company Disclosure Schedule) are owned by the Company, free and clear of all Liens. There are no rights to acquire any such shares or ownership interests that are outstanding. Except as set forth on Section 3.1(b) of the Company Disclosure Schedule, the Company does not own, of record or beneficially, or control, directly or indirectly, any capital stock, securities convertible into capital stock or any other equity interest in any corporation, association or business entity nor is the Company, directly or indirectly, a participant in any joint venture, partnership or other non-corporate entity.

(a) The Company has delivered or otherwise made available to LEC or its counsel true, correct and complete copies of (i) the certificate of incorporation and bylaws, including all amendments thereto, of the Company and (ii) the articles of incorporation and bylaws, or certificate of formation and limited liability company or other similar governing documents, as applicable, of each Company Subsidiary.

(b) The Company is not in default under or in violation of any of the provisions of its certificate of incorporation or bylaws. Each Company Subsidiary is not in default under or in violation of any of the provisions of its incorporation and bylaws, or certificate of formation and limited liability Company or other similar governing documents, as applicable.

(a) Section 3.3(a) of the Company Disclosure Schedule contains a true, correct and complete list of, and the numbers and series of shares owned by, the record holders of the outstanding shares of Company Capital Stock (including Company Common Stock) as of the date of this Agreement and the outstanding shares of Company Capital Stock that are subject to Down-Round Protection. The rights, preferences, privileges and restrictions of the Company Series A Preferred Stock are as stated in the Company’s certificate of incorporation and bylaws that were each previously provided to LEC. Excluding Accredited Investors, the outstanding shares of Company Capital Stock are held by fewer than thirty five (35) Persons.

(b) Twelve million two hundred sixty two thousand four hundred seventy-five (12,262,475) shares of Company Common Stock are reserved for issuance under the Company Warrants, of which zero (0) shares have been issued upon exercise of the Company Warrants. Section 3.3(b) of the Company Disclosure Schedule sets forth the following information with respect to each outstanding Company Warrant as of the date of this Agreement: (A) the name of the holder of the Company Warrant; (B) the number of shares of Company Common Stock subject to each such Company Warrant; and (C) the exercise price of such Company Warrant as of the date of this Agreement and as would be amended by a Warrant Cancellation Agreement. The Company Warrants outstanding on the date hereof consist solely of those warrants set forth in Section 3.3(b) of the Company Disclosure Schedule. The Company has made available to LEC or its counsel true, correct and complete copies of the form of each agreement evidencing outstanding Company Warrants. All of the outstanding Company Warrants and all Company Common Stock upon exercise thereof have been issued in material compliance with the terms of the Company Warrants and all applicable Laws, including securities and “blue sky” Laws.

(c) Except for the Company Warrants, (i) there are no other existing options, warrants, calls, rights (including conversion rights, preemptive rights, co-sale rights, rights of first refusal or other similar rights) or agreements to which the Company, or to the Knowledge of the Company, any Company Stockholder, is a party requiring, and there are no securities of the Company outstanding which upon conversion or exchange would require, the issuance, sale or transfer of any additional shares of capital stock or other equity securities of the Company or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase shares of Company Capital Stock or other equity securities of the Company, (ii) there are no obligations, contingent or otherwise, of the Company to (A) repurchase, redeem or otherwise acquire any shares of Company Capital Stock or (B) purchase or acquire capital stock or other ownership interests of another Person and (iii) there are no outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to the Company. There are no bonds, debentures, notes or other Debt of the Company having the right to vote or consent (or, convertible into, or exchangeable for, securities having the right to vote or consent) on any matters on which the Company Stockholders may vote. There are no voting trusts, irrevocable proxies or other Contracts or understandings to which the Company or, to the Knowledge of the Company, any Company Stockholder is a party or is bound with respect to the voting or consent of any shares of Company Capital Stock.

(d) The Company Capital Stock constitutes all authorized capital stock of the Company. All of the outstanding shares of Company Capital Stock have been duly authorized and validly issued, and are fully paid and nonassessable and have been issued and granted in all material respects in compliance with all applicable Laws, including securities and “blue sky” Laws. All of the outstanding shares of Company Capital Stock, and all such shares that may be issued pursuant to the Company Warrants, or any other security or arrangement will be when issued in accordance with the respective terms thereof, are not subject to, and were not issued in violation of, any preemptive rights, purchase options, call option, right of first refusal, subscription right or any similar right under any provision of applicable law, the Company’s charter or bylaws, or any Contract to which Company is a party or is otherwise bound. There are no accrued or unpaid dividends, and no commitments or agreements to declare or pay dividends, in each case, with respect to any issued or outstanding shares of Company Capital Stock.

(e) Section 3.3(e) of the Company Disclosure Schedule contains a true, correct and complete list of the issued shares or other equity interests of each Company Subsidiary. There are no outstanding subscriptions, stock options, share options, warrants, rights (including preemptive rights), calls, convertible securities or other agreements or commitments of any character relating to the issued or unissued shares or other equity interests of each Company Subsidiary obligating such Company Subsidiary to issue any securities of any kind or to enter any person into its register of members or equivalent. No Company Subsidiary is a party to, or otherwise bound by, or has granted any stock appreciation rights, participations, phantom equity or similar rights. There are no voting trusts, voting agreements, proxies, shareholder agreements or other agreements that may affect the voting or transfer of the shares or other equity interests of each Company Subsidiary. Except for shares or other equity interests owned by the Company and as set forth on Section 3.3(e) of the Company Disclosure Schedule, there are no other shares or other equity interests of any Company Subsidiary that has been issued or reserved for issuance. All of the issued shares and other equity interests of each Company Subsidiary have been duly authorized and validly issued, and are fully paid and nonassessable and have been issued and granted in all material respects in compliance with all applicable Laws, including securities Laws. All of the issued shares and other equity interests of each Company Subsidiary are not subject to, and were not issued in violation of, any preemptive rights, purchase options, call option, right of first refusal, subscription right or any similar right under any provision of applicable Law, each such Company Subsidiary’s organizational documents, or any Contract to which such Company Subsidiary is a party or is otherwise bound.

(a) The Company has delivered or otherwise made available to LEC or its counsel true, correct and complete copies of (i) the audited consolidated balance sheets of the Company and each Company Subsidiary as of December 31, 2013, 2012 and 2011 (ii) the related audited consolidated statements of operations, statements of stockholders’ equity and statements of cash flows of the Company and each Company Subsidiary for the years ended December 31, 2013, 2012 and 2011 and (iii) the unaudited balance sheet of the Company and each Company Subsidiary as of December 31, 2014 (the “Unaudited Balance Sheet”), and the related unaudited statement of operations for the 12-month period ended December 31, 2014 (all of the foregoing financial statements of the Company and each Company Subsidiary and any notes thereto are hereinafter collectively referred to as the “Financial Statements”). The Financial Statements were prepared from the books and records of the Company and each Company Subsidiary in the ordinary course of business in accordance with GAAP applied on a consistent basis throughout the period indicated therein and between periods and fairly present in all material respects the financial condition of the Company and each such Company Subsidiary at the dates therein indicated and the results of operations, stockholders’ equity (deficit) and cash flows of the Company and each such Company Subsidiary for the periods therein specified in accordance with GAAP, except (A) as may be indicated in the footnotes to such financial statements and (B) that the unaudited financial statements do not contain footnotes and are subject to normal year-end adjustments, which adjustments will not, individually or in the aggregate, be material.

(b) The minute books of the Company and each Company Subsidiary contain true, materially correct and complete records of all minutes for all meetings and other corporate actions of the stockholders, board of directors (including committees thereof), members and managers of the Company and each Company Subsidiary, as applicable. The stock ledger of the Company and the statutory registers of each Company Subsidiary reflect all issuances, transfers, repurchases and cancelations of shares of capital stock of the Company and/or shares of each Company Subsidiary, as applicable. True, correct and complete copies of the minute books and stock ledger of the Company and the minute books and statutory registers of each Company Subsidiary have been provided or otherwise made available to LEC or its counsel by the Company.

3.5 Absence of Certain Changes. Since the date of the Unaudited Balance Sheet, (a) there has not been any event, circumstance, development, state of facts, occurrence, change or effect which has had a Company Material Adverse Effect, and no event, circumstance, development, state of facts, occurrence, change or effect has occurred which would reasonably be expected, individually or in the aggregate, to result in a Company Material Adverse Effect and (b) except as expressly contemplated by this Agreement, the Company and each Company Subsidiary have conducted their businesses in the ordinary course of business and there has not occurred any action that, if taken after the date hereof without the consent of LEC, would constitute a breach of any of the covenants set forth in Section 5.1.

(a) Section 3.6(a) of the Company Disclosure Schedule sets forth a complete and accurate list of all material personal properties and assets that are owned, leased or used by the Company or any Company Subsidiary (the “Material Assets”). The Company and each Company Subsidiary has good and valid title, free and clear of all Liens (except Permitted Encumbrances), to all of the Material Assets owned by them (except for assets sold or otherwise disposed of in the ordinary course of business not in violation of this Agreement since the date of the Unaudited Balance Sheet). Except as has not had or would not reasonably be expected to have a Company Material Adverse Effect, all of the tangible personal property used in the business of the Company and each Company Subsidiary is in good operating condition, ordinary wear and tear excepted, and is adequate and suitable for the purposes for which it is presently being used. The tangible and intangible personal property owned or leased by the Company and each Company Subsidiary, together with all leased real property of the Company and each Company Subsidiary, all owned, leased or licensed Intellectual Property of the Company and each Company Subsidiary, and all other assets and rights (including rights under Contracts) of the Company and each Company Subsidiary, are, when taken as a whole with respect to each Project, reasonably sufficient in all material respects for the operation of the business of the Company and each Company Subsidiary as currently conducted.

(b) Each Project has achieved Commercial Operation. Each Project is connected to, and such Project is receiving, all utility services necessary for the utilization of such Project for its intended purpose under the relevant Principal Project Documents.

(a) None of the Company or any Company Subsidiary owns any real property or any fee title interest in real property.

(b) Section 3.7 of the Company Disclosure Schedule contains a true and complete list of all leases of real property (collectively, the “Real Property Leases”) to which the Company and each Company Subsidiary is a party (as lessee, sublessee, sublessor or lessor) as of the date hereof and sets forth the street address and legal description of such leased real property. Each of the Real Property Leases is a valid and binding lease and has not been terminated or repudiated. True, correct and complete copies, including all amendments thereto, of such Real Property Leases have been delivered or made available to LEC. None of the Company or any Company Subsidiary leases real property as a lessor or sub-lessor, except to a Company Subsidiary.

(c) None of such buildings, structures or appurtenances utilized in connection with a Project and that are the subject of the Real Property Leases (or any equipment therein), nor the operation or maintenance thereof, violates any restrictive covenant or any provision of any Law, or encroaches on any real property owned by others.

(d) With respect to each Real Property Lease pursuant to which the Company or each Company Subsidiary is a lessee or sublessee: the Company or such Company Subsidiary has a valid leasehold interest in all leased real property described in each of the Real Property Leases, free and clear of any and all Liens, except for Permitted Encumbrances, and in each case, except as set forth on Section 3.7 of the Company Disclosure Schedule, the Company or the Company Subsidiary has been in peaceable possession since the commencement of the original term of such Real Property Lease and is not in default thereunder and there exists no default or event, occurrence, condition or act in respect of or on the part of the Company or any Company Subsidiary which, with the giving of notice, the lapse of time or the happening of any further event or condition, would become a default or event of default under any such Real Property Lease. All of the buildings, structures and appurtenances utilized in connection with a Project and that are the subject of the Real Property Leases are in good operating condition (ordinary wear and tear excepted), are adequate and suitable for the purposes for which they are presently being used by the Company or any Company Subsidiary and, with respect to each, the Company and each Company Subsidiary have adequate rights of ingress and egress for operation of the business of the Company or each Company Subsidiary, as applicable, in the ordinary course. No condemnation proceeding is pending or, to the Knowledge of the Company, threatened which would preclude or impair the use of any such property by the Company or the Company Subsidiary for the purposes for which it is currently used. Except as set forth on Section 3.7 of the Company Disclosure Schedule, the real property described in the Real Property Leases is all the real property that is necessary for the operation and maintenance of the Projects.

(a) Section 3.8(a) of the Company Disclosure Schedule sets forth (i) all Company-Owned Intellectual Property that is the subject of a registration, application for registration, or other filings or issuances by any Governmental Body (including the owner, inventor (if applicable), application, registration, patent, or other identifying number under which such right is identified, application or registration or issue date, jurisdiction, and the next maintenance deadline); (ii) all material unregistered Company-Owned Intellectual Property; and (iii) all Intellectual Property exclusively licensed to the Company.

(b) To the Knowledge of the Company, the Company and its Company Subsidiaries have taken all commercially reasonable steps to maintain the Company-Owned Intellectual Property that is the subject of an application, registration, or patent, and will continue to maintain such Intellectual Property until the Closing. The Company or its Company Subsidiaries possess, and shall continue to possess after the Closing, documentation relevant to the Trade Secrets that are Company Intellectual Property, that is current, accurate and sufficient in detail and content to identify and explain it and allow its full and proper use without reliance on the special knowledge or memory of others.

(c) Except as set forth on Section 3.8(c) of the Company Disclosure Schedule: (i) the Company or its Company Subsidiaries are the sole and exclusive owners of all right, title and interest in and to the Company-Owned Intellectual Property free and clear of all Liens (other than Permitted Encumbrances); (ii) the Intellectual Property identified in Section 3.8(a) of the Company Disclosure Schedule constitutes all of the Intellectual Property that is necessary for the conduct of the business of the Company and its Company Subsidiaries as currently conducted; (iii) no proceedings, actions, suits, hearings, arbitrations, investigations, charges, complaints, claims, demands or similar actions have been instituted, are pending or, to the Knowledge of the Company, are threatened orally or in writing that challenge the validity or enforceability of the Company-Owned Intellectual Property; and (iv) neither the use of the Company Intellectual Property as currently used by the Company or its Company Subsidiaries in the conduct of their businesses, nor the conduct of the Company’s business or its Company Subsidiaries businesses as presently conducted, infringes, misappropriates or violates the Intellectual Property rights of any Person, and neither the Company nor its Company Subsidiaries have received any written charge, complaint, claim, demand or notice in the past thirty-six (36) months alleging any of the same.

(d) All Software used internally by the Company or its Company Subsidiaries is either owned by the Company (or a Company Subsidiary) or used pursuant to a valid license or other enforceable right and is not a “bootleg” version or unauthorized copy. Except as set forth on Section 3.8(d) of the Company Disclosure Schedule, the Company and its Company Subsidiaries each possess such working copies of all the Software, including, object and (to the extent owned or licensed) source codes, and all related manuals, licenses and other documentation, as are reasonably necessary for the current conduct of their businesses.

(e) All Public Software used by the Company or its Company Subsidiaries is set forth on Section 3.8(e) of the Company Disclosure Schedule and is fully segregable and independent from any Software that is Company-Owned Intellectual Property, and no Public Software is or has been incorporated or otherwise integrated into, aggregated, compiled or distributed with any Software that is Company-Owned Intellectual Property. Except as set forth on Section 3.8(e) of the Company Disclosure Schedule, neither the Company nor any of its Company Subsidiaries has made any improvements or changes to any Public Software that would constitute improvements that the Company (or the applicable Company Subsidiary) would be obligated to share with the open source community, nor has the Company or any of its Company Subsidiaries based any Software that is Company-Owned Intellectual Property on any Public Software.

(f) The Company and its Company Subsidiaries use commercially reasonable measures to protect their Trade Secrets. No such Trade Secrets have been disclosed or permitted to be disclosed to any Person (except in the ordinary and normal course of business and under a written obligation of confidence or except where, in the exercise of its reasonable business judgment, the Company or a Company Subsidiary decided to no longer keep such Trade Secret confidential), and all such Trade Secrets held outside the Company or a Company Subsidiary are subject to contractual confidentiality obligations to which the Company or a Company Subsidiary is party and able to enforce.

(a) The Company and the Company Subsidiaries have obtained, and are in material compliance with, all clearances, consents, certificates, authorizations, licenses, permits, approvals, waivers, variances, filings, accreditations, exemptions and registrations required under applicable Laws by any Governmental Body to permit the conduct of its business as currently conducted (each, a “Company Permit”), and all such Company Permits are identified on Section 3.9(a) of the Company Disclosure Schedule and are valid and in full force and effect. No Governmental Body has provided any written or, to Knowledge of the Company, oral notice that it intends to limit, suspend, revoke, withdraw, cancel or modify any such Company Permit. The Company and the Company Subsidiaries have complied in all material respects with all of the applicable requirements of any applicable Governmental Body and under applicable Laws, including making all required filings, declarations, listings, registrations, notifications, certifications, reports or submissions, including adverse event reports. All such filings, declarations, listings, registrations, notifications, certifications, reports or submissions were in compliance with applicable Laws when filed, and no deficiencies have been asserted by any applicable Governmental Body with respect to any Company Permit or filings, declarations, listing, registrations, notifications, certifications, reports, submissions, or other matters and, to the Knowledge of the Company, there are no facts that would reasonably give rise to an assertion of such a deficiency.

(b) Neither the Company nor any Company Subsidiary has (i) made an untrue statement of a material fact or fraudulent statement to any other Governmental Body or (ii) failed to disclose a material fact required to be disclosed to any other Governmental Body.

(c) The Company and its Company Subsidiaries have at all times complied in all material respects with all applicable Laws (and their own rules, policies and procedures) relating to rights of publicity, privacy, data protection, and the collection, use, storage and disposal of personal information collected, used, or held for use by the Company or a Company Subsidiary in the conduct of their businesses, including any registration requirements. No claim, action or proceeding has been asserted or, to the Knowledge of the Company, threatened alleging a violation of any Person’s rights of publicity or privacy or personal information or data rights and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any Laws or rule, policy, or procedure related to rights of publicity, privacy, data protection, information security, or the collection, use, storage or disposal of personal information collected, used, or held for use by the Company or a Company Subsidiary in the conduct of their businesses.

(a) Section 3.10(a) of the Company Disclosure Schedule lists all of the Material Contracts in effect as of the date of this Agreement. The Company has delivered or otherwise made available to LEC or its counsel a correct and complete copy of each such Material Contract, each as amended or modified, including any written or material waivers currently in effect with respect thereto.

(b) With respect to each Material Contract: (i) such Material Contract is valid, enforceable and in full force and effect and represents a legally valid and binding obligation of the Company or the applicable Company Subsidiary, as applicable, and is, to the Knowledge of the Company, with respect to each party thereto other than the Company or the Company Subsidiary, as applicable, binding and enforceable against such party in accordance with its terms, in each case subject to (A) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (B) rules of law governing specific performance, injunctive relief and other equitable remedies; and (ii) neither the Company nor the Company Subsidiary, as applicable, is in material breach or default of such Material Contract, no circumstances exist that would provide any other party a right to terminate for material breach or default of such Material Contract, and, except as set forth on Section 3.10(b) of the Company Disclosure Schedule, to the Knowledge of the Company no other party to such Material Contract is in, or has threatened, material breach or default or a right of termination thereof. To the Knowledge of the Company, all covenants to be performed by any other party to any Material Contract have been performed in all material respects. The Company has not received written notice of cancelation or termination (or indicating an intention to cancel or terminate) or, to the Knowledge of the Company, oral notice of, cancelation or termination of (or indicating an intention to cancel or terminate), during the three (3) years prior to the date hereof, a Material Contract.

(c) Except as set forth on Section 3.10(c) of the Company Disclosure Schedule, there are no Government Contracts or Government Bids to which the Company or any Company Subsidiary is a party.

(d) None of the Company, any Company Subsidiary or, to the Knowledge of the Company, (i) any of their respective directors, officers, or employees, while serving as a director, officer, or employee of the Company or any Company Subsidiary, is or during the past ten (10) years has been under any administrative, civil or criminal investigation, compliance audit, or indictment by any Governmental Body.

(e) Neither the Company nor any Company Subsidiary (i) owes any indemnity payment to any counterparty to any Principal Project Document or (ii) has any Knowledge of any event, act, circumstance or condition which constitutes, or, with the passage of time could reasonably be expected to constitute, an event of force majeure under any Principal Project Document. The consummation of the transactions contemplated by this Agreement would not give any party to any Principal Project Document the right to terminate or alter the terms of such contract or a right to claim damages thereunder. The Company or a Company Subsidiary is a party to all contracts that are necessary for the ownership, installation, financing and operation of the applicable Project.

3.11 Liabilities. Except for (a) Liabilities set forth on and fully reserved against in the Unaudited Balance Sheet, (b) Liabilities that are immaterial and have been incurred in the ordinary course of business since the date of the Unaudited Balance Sheet, (c) Liabilities incurred by the Company or any Company Subsidiary pursuant to or in connection with the execution and delivery of this Agreement that if not paid by the Company or such Company Subsidiary prior to the Closing shall be deemed Unpaid Company Expenses, and (d) Liabilities that are set forth in the express terms of the Material Contracts and Company Permits (other than as a result of any breach or nonperformance thereof), the Company and each Company Subsidiary has no Liabilities that would be required to be accrued or disclosed on a balance sheet or financial statements for the Company prepared in accordance with GAAP. Neither the Company nor any Company Subsidiary has, nor has ever had, any assets or any Liabilities which do not arise from or otherwise relate to the design, development, permitting, construction, installation, financing, ownership, use, maintenance or operation of the Projects.

3.12 Compliance with Laws. The Company and each Company Subsidiary are in material compliance with all applicable Laws, including those relating to employment. Neither the Company nor any Company Subsidiary has received any warning letters, notices of adverse findings, or similar documents that assert a lack of substantial compliance with any applicable Laws, except for warning letters, notices of adverse findings, or similar documents that are immaterial, that have been cured prior to the date hereof or that are no longer being asserted.

(a) The Project Companies are each an “electric utility company” and a “public-utility company” within the meaning of PUHCA, solely with respect to its ownership of a qualifying small power production facility within the meaning of Section 3(17)(C) of the FPA, that also qualifies for the exemption from PUHCA as set forth in 18 C.F.R. §292.602(b) and an exemption from regulation under PUHCA as set forth in 18 C.F.R. § 366.3(a). As of the Closing Date, the Project Companies are exempt from regulation as a “public utility” as such term is defined in Section 201(e) of the FPA pursuant to 18 C.F.R. § 292.601(c).

(b) No Project Company is subject to any laws and regulations of any states in which it currently operates as such laws and regulations relate to the rates of electric utilities and the financial and organizational regulation of electric utilities, and each Project Company has filed, where each such Project Company is required to file, any material tariff, contract or instrument for the approval or acceptance of any state energy regulatory agency. No state has requested and received from the FERC any permission to apply any state energy regulation to any of the Project Companies.

3.14 Qualifying Facility. To the extent required by any applicable Law, on the date each Project first sold electricity such Project was self-certified as a Qualifying Facility, and since such date, the applicable Project Company has made and maintained all such filings with any Governmental Body as are required to obtain and maintain Qualifying Facility status.

3.15 Certain Business Practices. Each of the Company, Company Subsidiaries, their respective officers, directors, employees and, to the Knowledge of the Company, their respective agents and each other Person authorized to act on behalf of the Company or the Company Subsidiaries, in each case, acting on behalf of the Company or such Company Subsidiary, seeking to further the business interests of the Company or such Company Subsidiary, (a) has not used and is not using any funds for any unlawful contributions, unlawful gifts, unlawful entertainment or other unlawful expenses; (b) has not made any direct or indirect unlawful payments to any foreign or domestic Government Official; (c) has not violated and is not violating any Anti-Corruption Laws; (d) has not established or maintained, and is not maintaining, any unlawful or unrecorded fund of monies or other properties; (e) has not made, and is not making, any false, materially misleading, or fictitious entries on its accounting books and records; (f) has not made or received, and is not making or receiving, any bribe, rebate, payoff, influence payment, kickback or payment, in each case, of an unlawful nature, or paid or paying any fee, commission or other payment that has not been properly recorded on the Company’s or the applicable Company Subsidiary’s accounting books and records as required by the Anti-Corruption Laws; or (g) has not otherwise given or received anything of value to or from any Person for the purpose of unlawfully obtaining or retaining business or to unlawfully secure an improper advantage.

3.16 Related Party Transactions. There are no material obligations of the Company or any Company Subsidiary to officers, directors, stockholders or key employees of the Company or any Company Subsidiary other than (a) for payment of salaries and bonuses for services rendered, (b) reimbursement of customary and reasonable expenses incurred on behalf of the Company or any Company Subsidiary, as applicable, and (c) benefits due under Company Plans. To the Knowledge of the Company, no officer, director or Company Stockholder is directly interested in any Material Contract, except as set forth on Section 3.16 of the Company Disclosure Schedule.

(a) The Company and each Company Subsidiary have duly and timely filed all Company Returns that they were required to file under applicable Laws and regulations. All such Company Returns are correct and complete in all respects and were prepared in compliance with all applicable Laws and regulations. All Taxes due and owing by the Company and each Company Subsidiary (whether or not shown on any Company Return) have been paid, except for Taxes accrued or specifically reserved for on the Financial Statements. Neither the Company nor any Company Subsidiary is currently the beneficiary of any extension of time within which to file any Company Return. There are no Liens for Taxes (other than Permitted Encumbrances) upon any of the assets of, or interests in, the Company or any Company Subsidiary.

(b) No Tax audits or administrative or judicial proceedings are being conducted, are pending, and neither the Company nor any Company Subsidiary has been notified in writing by any Governmental Body that any Tax audit or administrative or judicial proceeding is contemplated. There is no claim against the Company or any Company Subsidiary for any Taxes imposed on or with respect to the Company or any Company Subsidiary, and no assessment, deficiency or adjustment has been asserted, proposed or, to the Knowledge of the Company, threatened with respect to any Company Return of or with respect to the Company or any Company Subsidiary. No inquiry or claim has ever been made by an authority in a jurisdiction where the Company or any Company Subsidiary does not file Company Returns that the Company or any Company Subsidiary is or may be subject to taxation in that jurisdiction.

(c) Except as set forth on Section 3.17(c) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary is a party to any agreement with any Affiliate or third party relating to allocating or sharing the payment of, or liability for, Taxes.

(d) The Company and each Company Subsidiary has withheld and paid all Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party.

(e) The Company has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

(f) Neither the Company nor any Company Subsidiary has any liability for the Taxes of any person under Treasury Regulations Section 1.1502-6 (or any corresponding provisions of state, local or foreign Tax law), or as a transferee or successor, or by contract or otherwise.

(g) The Financial Statements fully accrue all Liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAP. No Taxes have been or will be incurred by the Company or any Company Subsidiary for the period from the date of the Financial Statements through the Closing Date other than in the ordinary course of business and other than employer payroll Taxes to be incurred in connection with the Merger.

(h) Neither the Company nor any Company Subsidiary has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code. The Company has not consummated or participated in, nor is it currently participating in, any transaction that was or is a “reportable transaction,” within the meaning of Treasury Regulations Section 1.6011-4(c).

(i) Neither the Company nor any Company Subsidiary will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for a taxable period ending on or prior to the Closing Date, including by reason of the application of Section 481 of the Code (or any analogous provision of state, local, or foreign Tax law); (ii) “closing agreement” as described in Code Section 7121 (or any corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the Closing Date; (iii) intercompany transactions or any excess loss account described in Treasury Regulations under Code Section 1502 (or any corresponding or similar provision of state, local or foreign income Tax law); (iv) installment sale or open transaction disposition made on or prior to the Closing Date; (v) election under Section 108(i); or (vi) prepaid amount received on or prior to the Closing Date.

(j) The Company has delivered or made available to LEC (i) complete and accurate copies of all Company Returns for 2011 through 2013, and (ii) complete and accurate

copies of the Company’s 2012 and 2013 income Tax provision calculation and supporting workpapers prepared in accordance with GAAP, and (iii) complete and accurate copies of all audit or examination reports and statements of deficiencies assessed against or agreed to by the Company since 2011.

(k) Neither the Company nor any Company Subsidiary has waived any statute of limitations in respect of any Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.

(l) None of the tax attributes of the Company or any Company Subsidiary are presently subject to limitation under Sections 279, 382, 383, or 384 of the Code.

(m) The Company and each Company Subsidiary has disclosed on its federal income Company Returns all positions taken therein that could give rise to a understatement of federal income Tax within the meaning of Section 6662 of the Code and to the extent applicable has complied with all reporting and recordkeeping requirements under Section 6038A of the Code with respect to certain foreign-owned companies and transactions with certain related parties.

(n) Neither the Company nor any Company Subsidiary is a party to any joint venture, partnership, limited liability company or other arrangement or contract that could be treated as a partnership for federal income Tax purposes.

(o) Neither the Company nor any Company Subsidiary has ever elected, nor ever had an election made with respect to it, to be treated as an “S corporation” or qualified subchapter S subsidiary” within the meaning of Section 1361 of the Code. At all times from the formation of the Company on June 3, 2010, the Company had been characterized as a corporation for U.S. federal income Tax purposes. At all times since its formation, each Company Subsidiary has been characterized as a partnership or disregarded entity for U.S. federal income tax purposes.

(p) No Project Company has leased or will lease any part of a Project to a Disqualified Person or has taken or will take any other action that results in the Project becoming “tax-exempt use property” within the meaning of Section 168(h) of the Code.

(q) Each Project uses solar resources to generate electricity within the meaning of Section 48 of the Code, and all of the Qualified Investment constitutes expenses attributable to ITC Eligible Property.

(r) As of the Closing Date, no federal, state, or local tax credit, except for the ITC, has been claimed with respect to any property that is part of the Projects.

(s) No Project is comprised of any property (i) that is “used predominantly outside of the United States” within the meaning of Section 168(g) of the Code, (ii) that is “tax-exempt bond financed property” within the meaning of Section 168(g)(5), (iii) that is imported property of the kind described in Section 168(g)(6) of the Code, (iv) the “original use” (within the meaning of Section 48(a)(3)(B)(ii)) of the Code of which will not commence with the applicable Project Company, (v) that is “tax-exempt use property” within the meaning of Section 168(h) of the Code, (vi) that is property not eligible for an ITC pursuant to Section 50(b) of the Code, or (vii) that is “public utility property” within the meaning of Section 168(i)(10) of the Code.

(t) The consideration paid by the applicable Power Purchaser under the applicable Power Purchase Agreement is not a “regulated rate” within the meaning of Treasury Regulation Section 1.46-3(g)(2)(iii).

(u) Neither the Company nor any Company Subsidiary is a “related person” to any purchaser under any Power Purchase Agreement for purposes of Sections 267 or 707 of the Code, assuming the Company is not a “related person” on account of a relationship with Buyer or any Affiliate thereof.

(v) Each Project has all the necessary components for the conversion of insolation into useful electrical energy, including (i) an independent electrical connection to the applicable Power Purchaser’s electric system, (ii) an independent circuit breaker, and (iii) an inverter assembled and utilized in association with photovoltaic panels.

(w) To the Knowledge of the Company, the Power Purchasers will resell all energy purchased pursuant to the applicable Power Purchase Agreement to the public.

(x) Any Cash Grant Application was true and correct in all material respects and the related Cash Grant Amount was appropriately calculated.

(y) Beginning at the time that a Project was placed in service for Cash Grant purposes, such Project has been continually operated as a facility that generates electricity from solar power.

(z) All annual certifications and reports required to be filed with the United States Treasury with respect to a Project have been correctly prepared and timely filed and the Cash Grant Amount paid with respect to such Project has not, nor should have, been subject to recapture as determined pursuant to the Cash Grant Guidance at any point on or prior to the Closing.

(aa) There have been no Cash Grant Proceedings with respect to any Project following the point at which the Cash Grant Amount was paid with respect to such Project nor, to the Knowledge of the Company, are there any fact and circumstances regarding any Project that are likely to give rise to such Cash Grant Proceedings.

(bb) Except for any amount reflected as an amount payable in respect of any GSE DevCo Developer Services Agreement as of the Closing on the Developer Services Schedule, all amounts reported to be prospectively payable (as set forth in each relevant Cash Grant Application) that were included in the Cash Grant Basis with respect to each such relevant Project Cash Grant Application have actually been paid.

(a) With respect to each Company Plan, the Company has delivered or otherwise made available to LEC or its counsel copies of, as applicable, (i) each Company Plan (or, if not written, a written summary of its material terms), with all plan documents, trust agreements, annuity contracts, insurance contracts or other funding vehicles and all amendments thereto; (ii) all summaries and summary plan descriptions, including any summaries of material modifications, (iii) the three (3) most recent annual reports (Form 5500 series) required to be filed with the Department of Labor with respect to such Company Plan; (iv) the most recent actuarial report or other financial statement relating to such Company Plan; (v) the most recent determination or opinion letter issued by the IRS with respect to such Company Plan and any pending request for such letter; (vi) the most recent annual nondiscrimination test performed for each Company Plan; and (vii) any material written correspondence to or from a Governmental Body related to any Company Plan. Each Company Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter or opinion letter from the IRS stating that such Company Plan is so qualified and to the Knowledge of the Company no fact exists that would prevent continued reliance on such letter. Each Company Plan has been operated in material compliance with its terms and with all applicable Laws. There has not been any non-exempt prohibited transaction (within the meaning of Sections 406 and 408 of ERISA or Section 4975 of the Code) with respect to any Company Plan. Section 3.18(a) of the Company Disclosure Schedule sets forth a true and complete list of each Company Plan. All benefits provided to independent contractors or consultants of the Company and any Company Subsidiary (including health, vision, and dental insurance) are properly provided pursuant to an arrangement with a third party insurer in accordance with the terms of such arrangement.

(b) Neither the Company nor any ERISA Affiliate maintains, contributes to, is obligated to contribute to, or ever has maintained, contributed to, been obligated to contribute to, or withdrawn from, any employee benefit plan subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA. Except as required by applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, neither the Company nor any Company Subsidiary is obligated to provide retiree or post-employment welfare benefits including medical, disability, or life insurance benefits to any current or former employee, officer, or director of the Company or any Company Subsidiary. The Company has no liability or obligation to provide any gross-up of any Tax imposed by Section 409A of the Code.

(c) Except as set forth on Section 3.18(c) of the Company Disclosure Schedule, (A) neither the execution and delivery of this Agreement nor the transactions contemplated herein (either alone or in combination with any other event) will (i) result in any payment becoming due to any employee or director of the Company or any Company Subsidiary, (ii) increase any benefits under any Company Plan; or (iii) result in the acceleration of the time of payment, vesting or funding of any such benefit under any Company Plan; and (B) neither the Company nor any Company Subsidiary has any employment agreements (other than employment agreements with at will terms) or severance agreement to which the Company or any Company Subsidiary is a party or by which it is otherwise bound.

(d) Neither the Company nor any Company Subsidiary is a party to any Contract that would result, separately or in the aggregate, in the payment of any “parachute payment” within the meaning of Section 280G of the Code and the regulations issued thereunder, and the consummation of the transaction contemplated by this Agreement will not cause, either

alone or in combination with any other event with respect to payments made prior to, on or after the Closing, (i) any payments to be made by the Company or any Company Subsidiary to be non-deductible (in whole or in part) under Section 280G of the Code or (ii) any obligation of the Company or any Company Subsidiary to withhold any excise taxes pursuant to Section 4999 of the Code or to report that any such excise taxes are payable. Any amounts paid or payable pursuant to each Company Plan or other Contract, which are subject to Section 409A of the Code, are not includible in the gross income of a service provider (within the meaning of Section 409A of the Code) until received by the service provider and are not subject to interest or the additional tax imposed by Section 409A of the Code.

(e) There are no pending investigations by any Governmental Body involving the Company Plans, no claims pending or threatened in writing (except for claims for benefits payable in the normal operation of the plans), suits or proceedings against any Company Plan or asserting any rights or claims to benefits under any Company Plan which would reasonably be expected to give rise to any liability, nor, to the Knowledge of the Company, are there any facts that would reasonably be expected to give rise to any liability in the event of such investigation, claim, suit or proceeding. No liability exists or would reasonably be imposed upon the assets of the Company or any ERISA Affiliate by reason of a Company Plan (including any such liability due to any failure by the Company or an ERISA Affiliate to make any required contributions with respect to any such Company Plan).

(f) Section 3.18(f) of the Company Disclosure Schedule sets forth a correct and complete list of (i) the name of each officer and each employee of the Company and each Company Subsidiary; (ii) each other person who has accepted an offer of employment made by the Company or any Company Subsidiary but whose employment has not yet commenced; and (iii) the names of each person to whom an offer of employment is outstanding by the Company or any Company Subsidiary, in each case at the date hereof, together with each such person’s actual or offered position or function, date of hire, status as active or non-active employee, length of absence for any employee on a leave of absence, status as a U.S. citizen or lawful permanent resident, current annual base salary or wages, and any incentive or bonus arrangement with respect to such person in effect on the date hereof, the actual bonus received by such person in 2013 (or such other bonus period immediately preceding the bonus period in progress), and the target bonuses under those arrangements for 2014 (or such other bonus period currently in progress).

(g) Neither the Company nor any Company Subsidiary has been a party to or otherwise bound by any collective bargaining agreement, Contract or other understanding with a labor union or labor organization, nor is any such Contract presently being negotiated nor, is there, nor has there been, a representation campaign with respect to any employees of the Company or any Company Subsidiary. As of the date of this Agreement, there is no pending or, to the Knowledge of the Company, threatened, labor strike, dispute, walkout, work stoppage, slow-down or lockout involving the Company or any Company Subsidiary. There have not been any wage and hour claims by any employee of the Company or any Company Subsidiary and, to the Knowledge of the Company, there are no wage and hour claims currently threatened by any employee of the Company or any Company Subsidiary.

(h) Except as set forth on Section 3.18(h) of the Company Disclosure Schedule, all of the employees of the Company and each Company Subsidiary are at-will employees and can be terminated or discharged at any time for any reason. All employees of the Company and any Company Subsidiary who have been classified as other than employees have been properly classified.

(i) Except as set forth on Section 3.18(i) of the Company Disclosure Schedule, all employees of the Company are located in the United States. The Company has materially complied with all Laws governing the employment of personnel by U.S. companies and the employment of non-U.S. nationals in the United States, including those related to wages, hours, benefits, labor and immigration and the regulations issued thereunder. The Company has not sponsored any employee for, or otherwise knowingly engaged any employee working pursuant to, a non-immigrant visa.

(j) The Company has not taken any action that is subject to the requirements of the Worker Adjustment and Retraining Notification Act (the “WARN Act”) or any other similar applicable state Laws. Section 3.18(j) of the Company Disclosure Schedule sets forth the name of each Person whose employment with the Company was terminated within the twelve (12) months prior to the date of this Agreement.

(k) All source deductions and other amounts required by Law to be deducted or withheld from remuneration payable to employees, and all employer premiums, contributions, or amounts payable by the Company and each Company Subsidiary thereon or in respect thereof, have been so deducted and withheld and remitted, paid or contributed in compliance with applicable Law to the appropriate Governmental Body.

(l) No employee of the Company or any Company Subsidiary has provided verbal or written notice to the Company or any Company Subsidiary of his or her intent to terminate his or her employment with the Company or such Company Subsidiary as of the date hereof.

3.19 Environmental Matters. Except as set forth in Section 3.19 of the Company Disclosure Schedule:

(a) (i) The Company and each Company Subsidiary holds all material Environmental Permits required under Environmental Laws to own and operate the Projects, as each Project is owned and operated by the Company and each Company Subsidiary as of the Closing Date; (ii) each such Environmental Permit is identified on Section 3.19(a)(ii) of the Company Disclosure Schedule; and (iii) each such Environmental Permit will remain valid and effective after the Closing without any notice to or consent (other than notices required solely for purposes of changing the notice party or contact person of the Company or a Company Subsidiary) of any Governmental Body;

(b) The Company and each Company Subsidiary is and has been in material compliance with any and all applicable or required (i) Environmental Permits, and (ii) Environmental Laws;

(c) There are no pending, or to the Knowledge of the Company, threatened Environmental Claims against the Company or any Company Subsidiary, and to the Knowledge of the Company, there are no facts or circumstances which could reasonably be expected to form the basis for any Environmental Claim against the Company or any Company Subsidiary;

(d) No Release of Hazardous Substances has occurred and no Person has been exposed to any Hazardous Substances at, in, to, on, under or from any Site and no Hazardous Substances are present in, on about or migrating to or from any Site, in each case, that could result in an Environmental Claim against the Company or any Company Subsidiary;

(e) Neither the Company nor any Company Subsidiary, predecessor company of the Company or any Company Subsidiary, or any entity previously owned by the Company or any Company Subsidiary, has transported or arranged for the treatment, storage, handling, disposal, or transportation of any Hazardous Substance to any off-Site location which has or could result in an Environmental Claim against the Company or the Subsidiaries;

(f) There are no (i) polychlorinated biphenyl containing equipment, (ii) underground storage tanks, or (iii) asbestos containing material at any Project subject to a Real Property Lease;

(g) There are no Phase I or Phase II environmental assessments, environmental investigations, studies, audits, tests, reviews or other analyses conducted by, on behalf of, or which are in the possession of the Company or any Company Subsidiary (or any advisors or representatives thereof) with respect to any Project subject to Real Property Lease which have not been delivered to LEC prior to execution of this Agreement;

(h) Neither the Company nor any Company Subsidiary has entered into or is subject to, any judgment, decree, order or other similar requirement of or agreement with any Governmental Body under any Environmental Laws; and

(i) Neither the Company nor any Company Subsidiary has assumed responsibility for or agreed to indemnify or hold harmless any Person for any liability or obligation, arising under or relating to Environmental Laws, including but not limited to, any obligation for investigation, corrective or remedial action.

3.20 Insurance. The Company and each Company Subsidiary have the insurance policies and fidelity bonds of the types and in the amounts set forth in Section 3.20 of the Company Disclosure Schedule (collectively, “Insurance Policies”). There is no claim (or to the Knowledge of the Company, occurrence that would reasonably be expected to give rise to a claim) pending or incurred but not yet reported under any of the Insurance Policies as to which coverage has been or is reasonably expected to be questioned, denied or disputed by the underwriters of such Insurance Policies. The Company has provided to LEC or its counsel true, correct and complete copies of all Insurance Policies, together with all endorsements, schedules and amendments related thereto. All Insurance Policies are in full force and effect, the policy periods have not yet ended and all premiums due and payable thereon have been paid in full on a timely basis, and the Company and each Company Subsidiary are in compliance in all material respects with the terms and conditions of such Insurance Policies. The Company has no

Knowledge of any threatened cancellation, avoidance, rescission, revocation, non-renewal, termination or material premium increase with respect to any Insurance Policy. Neither the execution of this Agreement nor the consummation of the Merger or the other transactions contemplated hereby will result in the termination of any Insurance Policy. The Insurance Policies provide insurance coverage for the Company and each Company Subsidiary consistent with standard industry practice for entities similar to the Company and the Company Subsidiaries (as applicable).

3.21 Litigation. There is no claim, hearing, enforcement, audit, investigation, agency proceeding, charge, lawsuit, action (including arbitration or mediation) or other legal proceeding (“Action”) pending (or, to the Knowledge of the Company, threatened) against the Company or any Company Subsidiary and to the Knowledge of the Company, there are no facts or circumstances which could reasonably be expected to form the basis for any Action against the Company or any Company Subsidiary. There is no Action against another Person brought by the Company or any Company Subsidiary currently pending. Neither the Company nor any Company Subsidiary is a party or, to the Knowledge of the Company, subject (as a specifically identified Person against which any of the following were issued), to the provisions of any order, writ, injunction, judgment or decree of any Governmental Body and none of the foregoing is outstanding against the Company or any Company Subsidiary.

3.22 Authority; Binding Nature of Agreement. The Company has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and consummate the Merger and other transactions contemplated hereby, subject to receipt of the Required Company Stockholder Vote. The Company Board (at a meeting duly called and held) has (a) determined that the Merger is advisable and fair and in the best interests of the Company and its stockholders, (b) authorized and approved the execution, delivery and performance of this Agreement by the Company and approved the Merger, and (c) recommended the adoption of this Agreement by the holders of Company Capital Stock and directed that this Agreement be submitted for consideration by the Company Stockholders by written consent. This Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. Except for Section 203 of the DGCL, no Takeover Statute applies or purports to apply to the Company with respect to the Merger, this Agreement or any other agreement delivered pursuant hereto or thereto, or any other transaction contemplated hereby or thereby. The Company Board has taken all action so that LEC will not be prohibited from entering into a “business combination” with the Company (as such term is used in Section 203 of the DGCL) as a result of the execution of this Agreement, or the consummation of the Merger or the other transactions contemplated hereby, without any further action on the part of the Company Stockholders or the Company Board.

3.23 Vote Required. In accordance with the Company’s certificate of incorporation and the DGCL, the adoption of this Agreement and approval of the Merger requires the affirmative vote (the “Required Company Stockholder Vote”) of the holders of a majority of the shares of Company Common Stock outstanding on the applicable record date. Except for the Required Company Stockholder Vote, there are no other approvals of Company Capital Stock or other equity interests or with respect to Company Retired Indebtedness necessary to adopt this Agreement and approve the transactions contemplated hereby (including the Merger).

3.24 Investment Company. The Company is not an “investment company,” or an “affiliated person” of an “investment company,” or a company “controlled” by an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

3.25 Information Statement. None of the information to be supplied by the Company or the Company Subsidiaries for inclusion in the information statement relating to the transactions contemplated hereby (the “Information Statement”) will, at the time of the mailing of the Information Statement to the Participating Securityholders and at the time of the mailing of any amendments or supplements thereto, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company makes no representations or warranties with respect to information that has been or will be supplied by LEC or Newco Corp their auditors, attorneys, financial advisers, other consultants or advisers, specifically for use in the Information Statement.

3.26 Non-Contravention; Consents. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement will not cause a: (i) violation of any of the provisions of the certificate of incorporation or bylaws of the Company; (ii) violation by the Company of any Law applicable to the Company; (iii) Lien (other than a Permitted Encumbrance) to be imposed on any assets of the Company; or (iv) violation of, or result in the loss of any benefit under or constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancelation under, or accelerate the performance required under any Material Contract or Company Permit binding upon the Company. Except as set forth on Section 3.26 of the Company Disclosure Schedule, the Company is not required to obtain any Consent from any Governmental Body or party to a Material Contract at any time prior to the Closing in connection with the execution and delivery of this Agreement or the consummation by the Company of the Merger.

3.27 Financial Advisor. No broker, finder or investment banker is entitled to any brokerage or finder’s fee in connection with the Merger or any of the other transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company.

3.28 Bank Accounts. Section 3.28 of the Company Disclosure Schedule sets forth a complete list of: (a) the name of each financial institution in which the Company maintains accounts or safe deposit boxes; (b) the names in which such accounts or boxes are held; (c) the type of account and account number; and (d) the name of each person authorized to draw thereon or have access thereto. Section 3.28 of the Company Disclosure Schedule sets forth the name of each person, corporation, firm or other entity holding a general or special power of attorney from the Company and a description of the terms of such power of attorney.

3.29 Accredited Investor Status. Except as set forth on Section 3.29 of the Company Disclosure Schedule, all of the Participating Securityholders are Accredited Investors.

3.30 Certain Acknowledgements. The Company and the Participating Securityholders each acknowledge and agree that: (i) there exists no firm commitment, binding agreement or promise or other assurance of any kind, whether express or implied, oral or written, that a Registration Statement will become effective or that the IPO pursuant thereto will occur at a particular price or within a particular range of prices or occur at all; (ii) that neither LEC or any of its officers, directors, agents or representatives nor any Underwriter shall have any liability to the Company, the Participating Securityholders or the Stockholders’ Representative or any other person affiliated or associated with the Company for any failure of the Registration Statement to become effective, the IPO to occur at a particular price or within a particular range of prices or to occur at all; and (iii) the decision of the Company to enter into this Agreement, and the decision of the Company Stockholders to vote in favor of or consent to the transactions contemplated by this Agreement and to enter into the Joinder, has been or will be made independent of, and without reliance upon, any statements, opinions or other communications, or due diligence investigations which have been or will be made or performed by any prospective Underwriter, relative to LEC or the prospective IPO.

LEC represents and warrants to the Company, as of the date of this Agreement and as of the Closing, as follows:

(a) LEC is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Newco Corp is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

(b) Section 4.1(b) of the LEC Disclosure Schedule* sets forth the name of each Subsidiary of LEC (each a “LEC Subsidiary”) and sets forth the number and class of the authorized capital stock of each LEC Subsidiary and the number of shares of, or other ownership interests in, each LEC Subsidiary that are issued and outstanding as of the date of this Agreement, all of which shares or interests (except as set forth on Section 4.1(b) of the LEC Disclosure Schedule) are owned by LEC, as applicable, free and clear of all liens, security interests, voting interests, pledges, voting trusts, equities, restrictions, encumbrances and claims of every kind. There are no rights to acquire any such shares or ownership interests that are outstanding. Except as set forth on Section 4.1(b) of the LEC Disclosure Schedule, as of the date of this Agreement, neither LEC nor Newco Corp owns, of record or beneficially, or control, directly or indirectly, any capital stock, securities convertible into capital stock or any other equity interest in any corporation, association or business entity nor is Newco Corp, directly or indirectly, a participant in any joint venture, partnership or other non-corporate entity.

4.2 Authority; Binding Nature of Agreement. LEC and Newco Corp have all necessary corporate power and authority to perform their obligations under this Agreement, and the execution, delivery and performance by LEC and Newco Corp of this Agreement have been

duly authorized by all necessary action on the part of LEC, Newco Corp and their respective boards of directors. This Agreement constitutes the legal, valid and binding obligation of LEC and Newco Corp, enforceable against them in accordance with its terms, subject to (a) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (b) rules of law governing specific performance, injunctive relief and other equitable remedies.

4.3 Non-Contravention; Consents. The execution and delivery of this Agreement by LEC and Newco Corp and the consummation by LEC and Newco Corp of the transactions contemplated by this Agreement will not: (a) cause a violation of any of the provisions of the certificate of incorporation or bylaws of LEC or Newco Corp, (b) cause a violation by LEC or Newco Corp of any Law applicable to LEC or Newco Corp, as applicable, or (c) cause a violation of, result in the loss of any benefit under or constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under any material Contract binding upon LEC or Newco Corp, except, in the case of clauses (b) and (c), for any such violations or occurrences, if any, that would not reasonably be expected to have a material adverse effect on the ability of LEC or Newco Corp to consummate the Merger or other transactions contemplated hereby (each such material adverse effect, a “LEC Material Adverse Effect”). Except as may be required by the DGCL, the HSR Act or any other antitrust law or governmental regulation and any Consent that would not reasonably be expected to have a LEC Material Adverse Effect, LEC and Newco Corp are not required to obtain any Consent from any Governmental Body or any party to a material contract that is binding on LEC or Newco Corp at any time prior to the Closing in connection with the execution and delivery of this Agreement or the consummation of the Merger.

4.4 Litigation. As of the date of this Agreement, there is no Action pending before any court of competent jurisdiction or other Governmental Body (or, to the Knowledge of LEC or Newco Corp, threatened) against LEC or Newco Corp challenging the Merger.

(a) Section 4.5(a) of the LEC Disclosure Schedule contains a true, correct and complete list of, and the numbers and series of shares owned by, the record holders of the outstanding shares of LEC Stock as of the date of this Agreement.

(b) Except as set forth in Section 4.5(c) of the LEC Disclosure Schedule or pursuant to the Other Agreements, as of the date of this Agreement, (i) there are no other existing options, warrants, calls, rights (including conversion rights, preemptive rights, co-sale rights, rights of first refusal or other similar rights) or agreements to which LEC or any holder of LEC Stock, is a party requiring, and there are no securities of LEC outstanding which upon conversion or exchange would require, the issuance, sale or transfer of any additional shares of capital stock or other equity securities of LEC or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase shares of LEC Stock or other equity securities of LEC, (ii) there are no obligations, contingent or otherwise, of LEC to (A) repurchase, redeem or otherwise acquire any shares LEC Stock or (B) purchase or acquire capital stock or other ownership interests of another Person and (iii) there are no outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to the LEC. Except as set forth in Section 4.5(b) of the LEC Disclosure Schedule, as of the date of this

Agreement, there are no bonds, debentures, notes or other Debt of the LEC having the right to vote or consent (or, convertible into, or exchangeable for, securities having the right to vote or consent) on any matters on which any holders of LEC Stock may vote. There are no voting trusts, irrevocable proxies or other Contracts or understandings to which LEC or any holder of LEC Stock is a party or is bound with respect to the voting or consent of any shares of LEC Stock.

(c) The LEC Stock constitutes all authorized capital stock of LEC. All of the outstanding shares of LEC Stock have been duly authorized and validly issued, and are fully paid and nonassessable and have been issued and granted in all material respects in compliance with all applicable Laws, including securities and “blue sky” Laws. All of the outstanding shares of LEC Stock are not subject to, and were not issued in violation of, any preemptive rights, purchase options, call option, right of first refusal, subscription right or any similar right under any provision of applicable law, the LEC’s charter or bylaws, or any Contract to which LEC is a party or is otherwise bound. There are no accrued or unpaid dividends, and no commitments or agreements to declare or pay dividends, in each case, with respect to any issued or outstanding shares of LEC Stock.

(d) At the time of issuance thereof, the LEC Stock to be delivered to the Participating Securityholders pursuant to this Agreement will constitute valid and legally issued shares of LEC, fully paid and nonassessable and granted in all material respects in compliance with all applicable Laws and, with the exception of restrictions upon resale set forth in Section 6.17 hereof, will be identical in all material respects to the LEC Stock issued and outstanding as of the date hereof by reason of the provisions of the DGCL. The shares of LEC Stock to be issued to the Participating Securityholders pursuant to this Agreement will not be registered under the 1933 Act.

(e) Section 4.5(e) of the LEC Disclosure Schedule contains a true, correct and complete list of the issued shares of Newco Corp. There are no outstanding subscriptions, stock options, share options, warrants, rights (including preemptive rights), calls, convertible securities or other agreements or commitments of any character relating to the issued or unissued shares or other equity interests of Newco Corp obligating Newco Corp to issue any securities of any kind or to enter any person into its register of members or equivalent. Newco Corp is not a party to, or otherwise bound by, or has granted any stock appreciation rights, participations, phantom equity or similar rights. There are no voting trusts, voting agreements, proxies, shareholder agreements or other agreements that may affect the voting or transfer of the shares or other equity interests of Newco Corp. Except for shares owned by LEC, there are no other shares or other equity interests of Newco Corp that have been issued or reserved for issuance. All of the issued shares of Newco Corp have been duly authorized and validly issued, and are fully paid and nonassessable and have been issued and granted in all material respects in compliance with all applicable Laws, including securities Laws. All of the issued shares of Newco Corp are not subject to, and were not issued in violation of, any preemptive rights, purchase options, call option, right of first refusal, subscription right or any similar right under any provision of applicable Law, Newco Corp’s organizational documents, or any Contract to which Newco Corp is a party or is otherwise bound.

4.6 Transactions in Capital Stock. Except for the Other Agreements and except as set forth on Section 4.6 of the LEC Disclosure Schedule, as of the date of this Agreement, (a) no option, warrant, call, conversion right or commitment of any kind exists which obligates LEC or Newco Corp to issue any of its authorized but unissued capital stock or treasury stock, and (b) neither LEC nor Newco Corp has any obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any of its equity securities or any interests therein or to pay any dividend or make any distribution in respect thereof. Section 4.6 of the LEC Disclosure Schedule sets forth a list, accurate as of the date hereof, of all outstanding options, warrants or other rights to acquire shares of their respective capital stock (other than pursuant to the Other Agreements).

5.1 Conduct of the Business of the Company. During the Pre-Closing Period (except with LEC’s prior written consent), the Company shall, and shall cause each Company Subsidiary to (1) carry on and operate its business in the ordinary course (including, without limitation, authorizing and carrying out development activities consistent with past practice and, subject to Section 6.3, using commercially reasonable efforts to keep available the services of the Company’s and each Company Subsidiary’s current officers and key Company Employees; provided, however, in no event shall the Company put in place any new employee retention agreements) and (2) comply in all material respects with (A) applicable Laws and (B) the requirements of all Material Contracts. Without limiting the generality of the foregoing, except as set forth in Section 5.1 of the Company Disclosure Schedule or to the extent expressly required pursuant to Sections 1, 2, 5 or 6 of this Agreement, the Company shall not, and shall cause each Company Subsidiary not to, without the prior written consent of LEC:

(a) Except in the form and substance of the amended and restated certificate of incorporation attached hereto as Exhibit H, amend its certificate of incorporation, bylaws or other equivalent charter documents;

(b) (i) split, combine or reclassify any of its capital stock or (except in connection with the exercise of Company Warrants) issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of Company Capital Stock (ii) declare, set aside or pay any dividend or make any other distribution (whether payable in cash, stock or property) on or in respect of its Company Capital Stock, or (iii) purchase, redeem or otherwise acquire any shares of Company Capital Stock, or any rights, warrants or options to acquire any shares of Company Capital Stock;

(c) issue, grant or deliver any shares of Company Capital Stock, any shares or other equity interests, as applicable, of each Company Subsidiary or any other securities convertible into, or subscriptions, rights, warrants or options to acquire, or other agreements or commitments of any character obligating it to issue any such shares of Company Capital Stock, shares or other equity interests, as applicable, of such Company Subsidiary or any other securities; provided, however, that the Company may issue the Down-Round Shares and shares of Company Capital Stock in connection with the exercise of Company Warrants in accordance with the terms of the Company’s certificate of incorporation;

(d) incur, or modify in any material respect the terms of, any Debt (other than Permitted Indebtedness);

(e) mortgage, pledge or otherwise encumber (other than Permitted Encumbrances) any assets or sell, transfer, assign, license or otherwise dispose of any assets, other than granting mortgages or liens expressly in connection with the borrowing of Permitted Indebtedness;

(f) (i) other than with respect to any Material Debt Contract in connection with repaying Debt with the proceeds from Permitted Indebtedness, waive, release, assign or exercise (other than in the ordinary course of business) any right under, terminate (except for an expiration in accordance with its terms) or make any material change in (whether by amendment or modification or otherwise), any Material Contract, or enter into or renew any Contract (other than automatic renewals of Contracts in existence on the date hereof pursuant to their terms) that, if entered into on or prior to the date hereof, would constitute a Material Contract or (ii) waive any material right of the Company under, or abandon, cease to prosecute or fail to maintain, sell or otherwise dispose of or license or assign any Company Permit or Company Intellectual Property;

(g) make any loans, advances or capital contributions to, or investments in, any other Person;

(h) make or authorize any capital expenditures, capital additions or capital improvements in excess of $100,000 individually or $500,000 in the aggregate;

(i) (i) merge or consolidate with any Person or adopt a plan of complete or partial liquidation (or resolutions providing for or authorizing such liquidation), dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; or (ii) form any Subsidiary, acquire any Person or acquire (including by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, any assets, securities, properties, interests or businesses other than the acquisition of assets in the ordinary course of business with a purchase price that does not exceed $250,000 in the aggregate;

(j) fail to use commercially reasonable efforts to keep in full force and effect all Insurance Policies, other than such policies that expire by their terms (in which event the Company shall, and shall cause each Company Subsidiary to, use reasonable best efforts so that such policies and coverage will be renewed or replaced);

(k) (i) subject to Section 6.3, grant or pay any severance or termination pay or benefits to any director, officer or employee of the Company or any Company Subsidiary; (ii) establish, adopt, enter into, amend or terminate any Company Plan or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Plan if it were in existence as of the date of this Agreement; (iii) increase the compensation or fringe benefits of any current or former employee, director or officer of the Company or any Company Subsidiary; or (iv) grant or pay any bonus, profit sharing, pension, retirement or insurance payment, distribution or arrangement to or with any director, officer or employee of the Company or any Company Subsidiary, except, in each case, as required to comply with applicable Law or Company Plan;

(l) make any change in any method of accounting or accounting practice, except that the Company and each Company Subsidiary shall be permitted to make changes reasonably determined by the Company in good faith to be required to comply with applicable Law;

(m) waive, release, assign, compromise, commence, settle or agree to settle any pending Action (including any such Action relating to this Agreement or the transactions contemplated hereby) other than waivers, releases, compromises or settlements in the ordinary course of business that involve only the payment of monetary damages not in excess of $250,000 in the aggregate, in any case without the imposition of equitable relief on, or the admission of wrongdoing by, the Company;

(n) (i) hire any person for employment with the Company or any Company Subsidiary or (ii) subject to Section 6.3, plan, announce, implement or effect any reduction in force, lay-off, early retirement program, severance program or other program concerning the termination of employment of employees of the Company and any Company Subsidiary (other than routine employee terminations for cause);

(o) make or change any accounting method or election in respect of Taxes, settle any claim or assessment in respect of Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes;

(p) write off as uncollectible any notes or accounts receivable, except write-offs in the ordinary course of business consistent with past practice charged to applicable reserves; or

(q) agree or commit to take any of the actions described in clauses “(a)” through “(p)” of this Section 5.1.

(a) During the Pre-Closing Period, the Company shall not, and shall cause each Company Subsidiary not to, authorize, instruct or permit their respective officers, directors or employees or any investment banker, attorney or other advisor or representative retained by it to (i) solicit, initiate, facilitate or encourage any inquiries, proposals or offers with respect to, or the submission of, any Takeover Proposal by any Person (other than LEC or its Affiliates or representatives) or any inquiry, proposal or offer that is reasonably likely to lead to a Takeover Proposal, (ii) engage, continue or participate in any discussions or negotiations regarding, or furnish or cause to be furnished to any Person any non-public information with respect to, or take any other action intended or reasonably expected to facilitate the making of any inquiry or proposal to the Company that constitutes, or would reasonably be expected to lead to, any Takeover Proposal by any Person (other than LEC or its Affiliates or their respective representatives) other than to state that they are not permitted to have discussions and to refer to this Agreement, (iii) enter into any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement with respect to any Takeover

Proposal (each, a “Company Acquisition Agreement”) or (iv) resolve to propose or agree to do any of the foregoing. It is understood that any violation of the restrictions set forth in the preceding sentence by any officer, director or employee of the Company or any Company Subsidiary or any investment banker, attorney or other advisor or representative of the Company or any Company Subsidiary, acting on behalf of, and with the authorization of, the Company or any Company Subsidiary, shall be deemed to be a breach of this Section 5.2(a) by the Company. Neither the Company Board nor any committee thereof shall (i) withdraw or modify in a manner adverse to LEC or Newco Corp, the approval or recommendation by the Company Board or any such committee of this Agreement or the Merger, (ii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Takeover Proposal (any of the foregoing, a “Company Adverse Recommendation Change”).

(b) Notwithstanding Section 5.2(a), prior to the receipt of the Required Company Stockholder Vote, the Company Board, directly or indirectly through any representative, may, subject to Section 5.2(c) (i) participate in negotiations or discussions with any third party that has made (and not withdrawn) a bona fide, unsolicited Takeover Proposal in writing that the Company Board believes in good faith, after consultation with outside legal counsel, constitutes or would reasonably be expected to result in a Superior Proposal, (ii) furnish to such third party non-public information relating to the Company or any of its Subsidiaries pursuant to an executed confidentiality agreement that constitutes an Acceptable Confidentiality Agreement (a copy of which confidentiality agreement shall be promptly (in all events within twenty-four (24) hours) provided for informational purposes only to LEC), (iii) following receipt of and on account of a Superior Proposal, make a Company Adverse Recommendation Change, and (iv) take any action that any court of competent jurisdiction orders the Company to take (which order remains unstayed), but in each case referred to in the foregoing clauses (i) through (iv), only if the Company Board determines in good faith, after consultation with outside legal counsel, that the failure to take such action would reasonably be expected to cause the Company Board to be in breach of its fiduciary duties under applicable Law.

(c) The Company Board shall not take any of the actions referred to in clauses (i) through (iv) of Section 5.2(b) unless the Company shall have delivered to LEC a prior written notice advising LEC that it intends to take such action. The Company promptly (and in all events within one (1) Business Day) shall advise LEC orally and in writing of the receipt of any Takeover Proposal, inquiry or indication of interest that could lead to a Takeover Proposal, or request for nonpublic information and the material terms and conditions of any such Takeover Proposal, inquiry or request, and the identity of the Person making any such Takeover Proposal, inquiry or request (including an accurate and complete copy thereof). The Company will promptly keep LEC informed in all material respects of the status and details (including amendments or proposed amendments) of any such Takeover Proposal. The Company shall provide LEC with at least forty-eight (48) hours prior notice of any meeting of the Company Board (or such lesser notice as is provided to the members of the Company Board) at which the Company Board is reasonably expected to consider any Takeover Proposal. The Company shall promptly provide LEC with a list of any non-public information concerning the Company’s business, present or future performance, financial condition or results of operations, provided to any third party, and, to the extent such information has not been previously provided to LEC, copies of such information.

(d) Except as set forth in this Section 5.2(d), the Company Board shall not make any Company Adverse Recommendation Change or enter into (or permit any Subsidiary to enter into) a Company Acquisition Agreement. Notwithstanding the foregoing, at any time prior to the receipt of the Required Company Stockholder Vote, the Company Board may make a Company Adverse Recommendation Change or enter into (or permit any Subsidiary to enter into) a Company Acquisition Agreement, if: (i) the Company promptly notifies LEC, in writing, at least five (5) Business Days (the “Notice Period”) before making a Company Adverse Recommendation Change or entering into (or causing a Subsidiary to enter into) a Company Acquisition Agreement, of its intention to take such action with respect to a Superior Proposal, which notice shall state expressly that the Company has received a Takeover Proposal that the Company Board intends to declare a Superior Proposal and that the Company Board intends to make a Company Adverse Recommendation Change and/or the Company intends to enter into a Company Acquisition Agreement; (ii) the Company attaches to such notice the most current version of the proposed agreement (which version shall be updated on a prompt basis) and the identity of the third party making such Superior Proposal; (iii) the Company shall, and shall cause its Subsidiaries to, and shall use its reasonable best efforts to cause its and its Subsidiaries’ Representatives to, during the Notice Period, negotiate with LEC in good faith to make such adjustments in the terms and conditions of this Agreement so that such Takeover Proposal ceases to constitute a Superior Proposal, if LEC, in its discretion, proposes to make such adjustments (it being agreed that in the event that, after commencement of the Notice Period, there is any material revision to the terms of a Superior Proposal, including, any revision in price, the Notice Period shall be extended, if applicable, to ensure that at least three (3) Business Days remains in the Notice Period subsequent to the time the Company notifies LEC of any such material revision (it being understood that there may be multiple extensions)); and (iv) the Company Board determines in good faith, after consulting with outside legal counsel, that such Takeover Proposal continues to constitute a Superior Proposal after taking into account any adjustments made by LEC during the Notice Period in the terms and conditions of this Agreement.

5.3 Insurance. During the Pre-Closing Period, the Company shall, and shall cause each Company Subsidiary to, ensure that it maintains (including, if required, by renewing the Insurance Policies) substantially the same insurance coverage types and amounts and substantially the same insurance policy premiums as the Insurance Policies.

6.1 Down-Round Protection. The Company shall notify LEC in writing at least five (5) Business Days, and shall consult with LEC, prior to issuing any Down-Round Shares. The Company shall not issue Down-Round Shares on any date that is less than six (6) days prior to the Closing Date, and the Company shall deliver the stock certificates with respect to any Down-Round Shares to the applicable recipient immediately after the issuance of such Down-Round Shares and, in any event, prior to the Closing Date.

6.2 Regulatory Filings. If either the Company or LEC determines in good faith that a Notification and Report Forms relating to the transactions contemplated herein with the U.S. Federal Trade Commission (the “FTC”) or the Antitrust Division of the U.S. Department of Justice (the “DOJ”) is reasonably necessary to comply with the HSR Act or with any Foreign Authorities, the parties hereto shall act in accordance with this Section 6.2. As soon as

reasonably practicable following such determination, the Company and LEC each shall file such Notification and Report Forms with FTC and DOJ so as to comply with such Law. In addition, to the extent applicable, the parties shall file with the foreign antitrust authorities set forth on Part 6.2 of the Company Disclosure Schedule (“Foreign Authorities”), comparable pre-merger notification forms required by the merger notification or control Laws of any other applicable jurisdiction. The Company and LEC each shall (a) promptly supply the other party with any information which may be required in order to effectuate such filings, (b) use reasonable best efforts promptly to cause the expiration or termination of any applicable waiting periods under the HSR Act and any applicable foreign antitrust laws and (c) promptly supply any additional information which reasonably may be required by the FTC, the DOJ or Foreign Authorities and which the parties may reasonably deem appropriate. Each of the Company and LEC will notify the other party promptly upon the receipt of (i) any comments from any officials of the FTC, the DOJ or Foreign Authorities in connection with any filings made pursuant hereto and (ii) any request by any officials of the FTC, the DOJ or Foreign Authorities for amendments or supplements to any filings made pursuant to, or information provided to comply in all material respects with, any Laws, including the requirements of the HSR Act. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to this Section 6.2, the Company or LEC, as the case may be, will promptly inform the other party of such occurrence and cooperate in filing with the applicable Governmental Body such amendment or supplement. Each of the Company and LEC shall give the other party prompt notice of the commencement or known threat of commencement of any proceeding by or before any Governmental Body with respect to the Merger or any of the other transactions contemplated by this Agreement, keep the other party informed as to the status of any such proceeding or threat, and in connection with any such proceeding, each of the Company or LEC will permit authorized representatives of the other party to be present at each meeting or conference relating to any such proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such proceeding. Upon the terms and conditions set forth herein, each of the parties shall use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things, necessary, proper or advisable to make effective as promptly as practicable, but in no event later than the End Date, the Merger and other transactions contemplated hereby in accordance with the terms hereof, including obtaining HSR clearance and approvals, if any, from the Foreign Authorities. Notwithstanding anything in this Agreement to the contrary, in no event will LEC be obligated to (A) propose, or agree to accept, any undertaking or condition, to enter into any consent decree, to make any sale, divestiture or disposition, to accept any operational restriction (including any requirement to hold separate (including by trust or otherwise) any business, product lines or assets), (B) take any other action that, in the reasonable judgment of LEC, could be expected to limit the right of LEC to operate, own, operate or retain its business or (C) defend any judicial or administrative action or similar proceeding instituted (or threatened to be instituted) by any Person in connection with obtaining HSR clearance and approvals from the Foreign Authorities.

6.3 Employees. The Company shall, or shall cause the Company Subsidiaries to, terminate prior to the Closing Date each Company Plan and the employment of all of the employees of the Company and the Company Subsidiaries, and all amounts due and payable in connection with such terminations shall be paid on or prior to the Closing Date by the Company and the Company Subsidiaries. The Company shall take all actions required so that such amounts are paid consistent with the requirements of Section 409A of the Code. The Company shall properly report to the applicable Governmental Authority such amounts and properly withhold all Taxes payable with respect to such amounts.

6.4 Access and Cooperation; Due Diligence. During the Pre-Closing Period, the Company will, and shall cause each Company Subsidiary to, afford to the officers and authorized representatives of LEC and Newco Corp access to all of the Company’s (and each Company Subsidiary’s) sites, properties, books and records and will furnish LEC with such additional financial and operating data and other information as to the business and properties of the Company and each Company Subsidiary as LEC may from time to time reasonably request. The Company will, and shall cause each Company Subsidiary to, cooperate with LEC, its representatives, auditors and counsel in the preparation of any documents or other material which may be required in connection with any documents or materials required by this Agreement. LEC, Newco Corp, the Participating Securityholders and the Company will treat all information obtained in connection with the negotiation and performance of this Agreement or the due diligence investigations conducted with respect to the Other Founding Companies as confidential in accordance with the provisions of Section 11.1 hereof.

6.5 Other Consents. Promptly following the execution of this Agreement, the Company shall, and LEC shall cooperate with the Company by executing any request for a Consent that requires its signature, deliver a request for Consent (or deliver notices, as applicable) under the Contracts listed on Section 6.5 of the Company Disclosure Schedule. Notwithstanding the foregoing and subject to the provisions of this Agreement, (a) no amendment or modification shall be made to any Contract to obtain any required Consent without the prior written consent of LEC and (b) no party hereto nor any of their respective Affiliates shall be required to (i) dispose or hold separate any part of its or the Company’s business, operations, assets or product lines, (ii) not compete in any geographic area or line of business or (iii) restrict the manner in which, or whether, LEC and its Subsidiaries, the Company, the Surviving Corporation or any of their Affiliates may carry on business in any part of the world.

6.6 Takeover Statutes. If any “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation enacted under state or federal Laws in the United States (a “Takeover Statute”) is or may become applicable to the transactions contemplated hereby, the board of directors of the Company will grant such approvals and take such actions as are necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to eliminate the effects of any Takeover Statute on any of the transactions contemplated hereby.

Law. With respect to Company Returns described in the preceding sentence and the portion of any Company Return for a Straddle Period that relates to the period prior to and including the Closing Date, such Company Returns (or portions of Straddle Period Company Returns) shall be submitted to the Stockholders’ Representative not later than thirty (30) days prior to the due date for filing such Company Returns (or, if such due date is within sixty (60) days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by the Stockholders’ Representative, which approval may not be unreasonably withheld, conditioned or delayed and which approval (or reasons for non-approval) shall be provided to LEC within ten (10) Business Days after the Stockholders’ Representative’s receipt of such Company Return. LEC shall not cause or permit the amendment, refiling or other modification of any Company Return with respect to any taxable year or period ending on or before the Closing Date without the prior written consent of the Stockholders’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed, unless such approval (or reasons for non-approval) shall not have been provided to LEC within ten (10) Business Days after Stockholders’ Representative’s receipt of such amendment, refiling or other modification of any Company Return.

(b) LEC shall notify the Stockholders’ Representative in writing upon receipt by LEC or any Affiliate of LEC (including the Company and any Company Subsidiary), after the Closing Date, of written notice of any pending or threatened federal, state, local or foreign Tax audits or assessments which may materially affect the Tax liabilities of the Company or any Company Subsidiary for which the Participating Securityholders would be required to indemnify any LEC Indemnified Party pursuant to this Agreement. The Stockholders’ Representative shall have the right to represent the Company’s or any Company Subsidiary’s interests in any Tax audit or administrative or court proceeding relating to Tax liabilities for which the Participating Securityholders would be required to indemnify any LEC Indemnified Party pursuant to this Agreement and which relate to taxable periods ending on or before the Closing Date, and to employ counsel of the Stockholders’ Representative’s choice at the Participating Securityholders’ expense; provided, however, that LEC and its representatives shall be permitted, at LEC’s expense, to be present at, and participate in, any such audit or proceeding. Notwithstanding the foregoing, the Stockholders’ Representative shall not be entitled to settle any claim for Taxes which would adversely affect the liability for Taxes of any LEC Indemnified Party for any period after the Closing Date without the prior written consent of LEC, which consent may not be unreasonably withheld, conditioned or delayed. In the event of any inconsistency or conflict between this Section 6.7(b) and Section 9.1(c), this Section 6.7(b) shall be applicable and not Section 9.1(c).

(c) LEC, the Company and the Stockholders’ Representative shall cooperate as and to the extent reasonably requested by the other party, in connection with the preparation and filing of Company Returns, and any proceeding, investigation, audit or review by a Governmental Body with respect to Taxes. Such cooperation shall include signing any Company Returns, amended Company Returns, claims or other documents necessary to settle any Tax controversy, executing powers of attorney, the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such proceeding, investigation, audit or review and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided under this Agreement. LEC and the Surviving Corporation agree to retain all books and records with respect to Tax

matters pertinent to the Company relating to any taxable period beginning before the Closing Date until the later of (i) the expiration of the statute of limitations (and, to the extent notified by LEC or the Surviving Corporation, any extensions thereof) of the respective taxable periods and (ii) the final resolution of any indemnification claims made by a LEC Indemnified Party relating to Taxes prior to any such expiration of the statute of limitations, and to abide by all record retention agreements entered into with any taxing authority.

(d) Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for all employer payroll Taxes attributable to the payment of transaction based compensation in connection with the transactions contemplated by this Agreement, and such amounts shall reduce or be deducted from the consideration otherwise payable pursuant to this Agreement, and shall be indemnified by the Participating Securityholders.

(e) LEC and Participating Securityholders shall each pay fifty percent (50%) of all sales, use, value added, transfer, stamp, registration, documentary, excise, real property transfer, or similar Taxes incurred as a result of the transactions contemplated in this Agreement and LEC shall file (or cause to be filed) all related Tax returns, and the Stockholders’ Representative and the Participating Securityholders shall cooperate with LEC in connection with any such filings.

(a) During the Pre-Closing Period, the Company shall promptly notify LEC of, and furnish LEC with any information it may reasonably request with respect to, (a) the occurrence of any event or condition or the existence of any fact that may cause any of the conditions to the obligation of LEC to consummate the Merger set forth in Section 7 to not be satisfied, (b) the occurrence of any event or condition or the existence of any fact that could result in any representation or warranty made by the Company in Section 3 to be untrue or inaccurate, (c) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, could become a default under any Material Contract, (d) any material actions, suits, claims or proceedings in connection with the Merger, (e) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the Merger, or (f) the occurrence of any event or condition or the existence of any fact which has had a Company Material Adverse Effect or the occurrence or non-occurrence of any event or condition that could be reasonably expected, individually or in the aggregate, to result in a Company Material Adverse Effect; provided, however, if any such notification is (x) received at least five (5) Business Days prior to the Closing Date and (y) pertains to a matter that came into existence or occurred after the date of this Agreement, and such matter would result in the failure of the conditions set forth in Section 7 to be satisfied, and (z) LEC consummates the Closing, then such disclosure shall be deemed to have qualified any representation or warranty of the Company to which it expressly relates for purposes of determining whether there has been a breach of such representation or warranty for purposes of any indemnification to be provided by the Participating Securityholders pursuant to Section 9.

(b) The Company’s satisfaction of the notification obligations in Section 6.8(a) shall not relieve the Company or the Participating Securityholders of any of their other obligations under this Agreement and, except as expressly provided in the proviso in Section

6.8(a), no information delivered to LEC pursuant to this Section 6.8 shall (i) amend the Company Disclosure Schedule, (ii) impact the accuracy of any of the representations and warranties made by the Company in this Agreement, (iii) determine whether any of the conditions set forth in Section 7 has been satisfied or (iv) limit or otherwise affect the Indemnified Parties’ rights to indemnification pursuant to Section 9.

6.9 Regulatory Matters. During the Pre-Closing Period, to the extent not prohibited by applicable Laws, the Company shall, and shall cause each Company Subsidiary to, provide LEC with a reasonable opportunity (given the circumstances) to consult with the Company or any Company Subsidiary, as applicable, prior to the Company or such Company Subsidiary making any material correspondence, communication, notification or consultation with or by any Governmental Body.

6.10 Unpaid Company Expenses; Company Retired Indebtedness. On the Closing Date, LEC shall pay, or cause to be paid, any Unpaid Company Expenses and Company Retired Indebtedness reflected on the Closing Financial Certificate.

6.11 Resignation of Officers and Directors. At the written request of LEC (which request shall be delivered at least three (3) Business Days prior to the Closing Date), the Company shall cause any so requested officer and member of the board of directors of the Company and each Company Subsidiary to tender his/her resignation from such position effective immediately prior to the Closing (and contingent upon the Closing occurring) and in the event any such individual does not tender his/her resignation, the Company shall take such actions necessary to remove such individuals from such positions.

6.12 Termination of Certain Contracts. Prior to the Closing, the Company shall, and shall cause each Company Subsidiary to, terminate the Contracts listed on Section 6.12 of the Company Disclosure Schedule without further liability or obligation of the Company or any Company Subsidiary thereafter.

(a) As promptly as practicable following the date of this Agreement, the Company and LEC shall prepare the Information Statement which Information Statement shall contain the information regarding the Merger, the IPO and the other transactions contemplated hereby, a description of the economic effect of the Down-Round Protection and Down-Round Shares, information specified by Rule 502(b)(2) of Regulation D, information about completing an investor questionnaire in a form satisfactory to LEC, and instructions for completing a Joinder. Each of LEC and the Company shall furnish all information concerning itself or and its respective Subsidiaries to the other as may be reasonably requested in connection with the preparation and distribution of the Information Statement.

(b) If at any time prior to the Effective Time any information relating to LEC or the Company, or any of their respective Affiliates, officers or directors, should be discovered by LEC or the Company which should be set forth in an amendment or supplement to the Information Statement so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the

circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and, an appropriate amendment or supplement describing such information shall be promptly disseminated to Participating Securityholders.

(a) The Company shall furnish or cause to be furnished to LEC and the Underwriters all of the information concerning the Company, the Company Subsidiaries and the Participating Securityholders’ required for inclusion in, and will cooperate with LEC and the Underwriters in the preparation of, the Registration Statement and the prospectus included therein (including audited, if any, unaudited and pro forma financial statements, prepared in accordance with GAAP, in form suitable for inclusion in the Registration Statement, as well as completed director and officer questionnaires and registration statement questionnaires). The Company agrees to promptly advise LEC if at any time during the period in which a prospectus relating to the IPO is required to be delivered under the 1933 Act, any information contained in the prospectus concerning the Company, the Company Subsidiaries or the Participating Securityholders becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy. To the extent that the information relates solely to the Company, the Company Subsidiaries or the Participating Securityholders prior to Closing, the Company represents and warrants that none of the information provided by Company to LEC for use in the Registration Statement (which, may include completed directors and officers questionnaires and registration statement questionnaires), including information contained in this Agreement (including the Company Disclosure Schedule), includes or will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

(b) If, prior to the 25th day after the date of the final prospectus of LEC utilized in connection with the IPO, the Company or the Stockholders’ Representative becomes aware of any fact or circumstance which would change (or, if after the Closing Date, would have changed) a representation or warranty of the Company or the Stockholders’ Representative in this Agreement in any material respect or would affect any document delivered pursuant hereto in any material respect, the Company and the Stockholders’ Representative shall immediately give notice of such fact or circumstance to LEC; provided, however, that subject to the provisions of Section 6.8, such notification shall not relieve either the Company or the Stockholders’ Representative of their respective obligations under this Agreement and, subject to the provisions of Section 6.8, at the sole option of LEC, the truth and accuracy of any and all representations and warranties of the Company or of the Stockholders’ Representative at the date of this Agreement and on the Closing Date shall be a precondition to the consummation of the transactions contemplated by this Agreement.

(c) The Company will not hold a meeting to vote on, or otherwise seek, the Required Company Stockholder Vote at any time before the Registration Statement has been publicly available for at least three (3) Business Days.

6.15 Determination of Participating Securityholder Status. At LEC’s request, the Company shall, on an expedited basis, contact each Participating Securityholder in order to determine and/or confirm whether such Participating Securityholder is an Accredited Investor (including by having each Participating Securityholder execute an investor questionnaire in a form satisfactory to LEC).

6.16 Joinder. At LEC’s request, the Company shall use commercially reasonable efforts to obtain executed Joinders from each of the Participating Securityholders who did not execute a Joinder concurrently with the execution and delivery of this Agreement.

6.17 Transfer Restrictions. Except for transfers to immediate family members who agree to be bound by the restrictions set forth in this Section 6.17 (or trusts for the benefit of the Participating Securityholders or family members, the trustees of which so agree) for a period of six months from the Closing Date, none of the Participating Securityholders shall (i) offer or contract to sell, sell, assign, exchange, transfer, encumber, pledge, distribute, appoint or otherwise dispose of (a) any shares of LEC Stock received by the Participating Securityholders in the Merger, or (b) any interest (including, without limitation, an option to buy or sell) in any such shares of LEC Stock, in whole or in part, and no such attempted transfer shall be treated as effective for any purpose; (ii) engage in any transaction, whether or not with respect to any shares of LEC Stock or any interest therein, the intent or effect of which is to reduce the risk of owning the shares of LEC Stock acquired pursuant to this Agreement (including, by way of example and not limitation, engaging in put, call, short-sale, straddle or similar market transactions) or that otherwise transfers any of the economic benefits of ownership of shares of LEC Stock to another person, or (iii) publicly disclose the intent to enter into any transaction described in clause (i) or (ii). The certificates evidencing the LEC Stock delivered to the Participating Securityholders pursuant to this Agreement will bear a legend substantially in the form set forth below and containing such other information as LEC may deem necessary or appropriate:

THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO THE SIX-MONTH ANNIVERSARY OF THE CLOSING DATE.

6.18 GSE Development Transaction. At LEC’s written request, without requiring that LEC pay GSE Devco or any other Person any amount or other remuneration, the Company shall (a) cause each of the equityholders of GSE Development Company, LLC (“GSE Devco”) to transfer and assign their interests in GSE Devco to the Company at or prior to the Effective Time, or (b) cause GSE Devco to enter into arrangements and agreements with the Company or the Company’s Subsidiaries to confirm the rights and obligations between the Company or the Company’s Subsidiaries and GSE Devco as are in effect immediately prior to Closing, including assigning any Tax Equity Cash held in any GSE Devco bank account and any rights under any deposit account control agreement (each of the foregoing, the “GSE Devco Transaction”).

6.19 NOL Value Adjustment. In the event that the amount of the Pre-Change Loss was not at least $12,000,000 as of Closing Date, then LEC shall be entitled to cause to be released from the Escrow Account, and the Stockholders’ Representative shall cooperate with such release, an amount equal to the product of (i) $1,000,000 multiplied by (ii) one minus the quotient of (a) the actual amount of the Pre-Change Loss as of the Closing Date, divided by (b) $12,000,000. Any such request by LEC shall be made no later than the date that is ninety (90) days after Closing.

The obligations of LEC and Newco Corp to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction (or, to the extent permitted, waiver by LEC), at or prior to the Closing, of each of the following conditions:

7.1 Accuracy of Representations and Warranties. The representations and warranties of the Company in this Agreement (other than Section 3.3) and in any certificates, documents or agreements furnished by the Company or the Participating Securityholders pursuant to this Agreement that are qualified by materiality shall be true and correct in all respects both when made and as of the Closing Date, and each such representation and warranty that is not so qualified shall be true and correct in all material respects both when made and as of the Closing Date, (except in each case, to the extent expressly made as of an earlier date, in which case as of the earlier date) and the representations and warranties of the Company pursuant to Section 3.3 shall be true and correct in all respects both when made and as of the Closing Date.

7.2 Performance of Covenants. The Company and the Participating Securityholders shall have performed and complied with, in all material respects, all of its covenants and obligations set forth in this Agreement required hereby to be performed by it at or before the Closing (to the extent that such covenants and obligations require performance by the Company at or before the Closing).

7.3 Stockholder Approval. This Agreement and the Merger shall have been duly adopted and approved by the Required Company Stockholder Vote and the amended and restated certificate of incorporation attached hereto as Exhibit H shall have been duly adopted, executed, acknowledged and filed in accordance with Section 242 of the DGCL.

7.4 Dissenting Shares. (i) The time period for Participating Securityholders to demand appraisal rights in accordance with the DGCL shall have expired, (ii) either (x) the number of shares of Company Capital Stock that are Dissenting Shares shall be less than one percent (1%) of the number of shares of Company Capital Stock outstanding as of the record date for the written consent (calculated on an as converted to common stock basis) approving this Agreement and the Merger or (y) if the number of shares of Company Capital Stock that are Dissenting Shares is greater than such amount, the additional shares of Company Capital Stock

that are Dissenting Shares shall be shares of Company Capital Stock that are held by a Person listed on Section 7.4 of the Company Disclosure Schedule, and (iii) no officer or director of the Company shall be a Dissenting Stockholder (unless such Person is listed on Section 7.4 of the Company Disclosure Schedule).

7.5 HSR Clearance. If LEC or the Company determines in accordance with Section 6.2 that filings with the DOJ or FTC are required, the waiting period applicable to the consummation of the transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated.

7.6 No Restraints. No temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the Merger shall have been issued by any court of competent jurisdiction or other Governmental Body and remain in effect, and no material Law shall have been enacted since the date of this Agreement that makes consummation of the Merger illegal.

7.7 No Governmental Litigation. Except for any demands for appraisal of Company Capital Stock, there shall not be pending or threatened before any court of competent jurisdiction or other Governmental Body any Action (a) to which a Governmental Body is a party, and (b) that would or would reasonably be expected to (i) restrain, enjoin, prevent, prohibit or make illegal the consummation of the Merger or the other transactions contemplated by this Agreement, (ii) impose limitations on the ability of LEC effectively to exercise full rights of ownership of all shares of the Surviving Corporation, (iii) prohibit LEC or any of its Affiliates from effectively controlling in any material respect the business or operations of the Company, or (iv) prohibit or limit the ownership or operation by LEC, its Affiliates or the Company, or to compel LEC, its Affiliates or the Company to dispose of, hold separate or license any material portion of the business or assets of LEC, its Subsidiaries or the Company, as a result of the Merger or any of the other transactions contemplated by this Agreement.

7.8 Closing Financial Certificate. LEC shall have received the Closing Financial Certificate from the Company.

7.9 Closing Certificate. The President or Chief Financial Officer of the Company (and the Secretary of the Company shall certify to the foregoing officers’ titles and genuine signatures) shall have delivered to LEC a certificate certifying that each of the conditions specified in Section 7.1, Section 7.2, Section 7.4, Section 7.6, Section 7.7 and Section 7.10 is satisfied in all respects.

7.10 No Company Material Adverse Effect. Since the date of this Agreement through the Effective Time, there shall have been no Company Material Adverse Effect.

7.11 Required Consents. The Company shall have received all of the Consents set forth on Section 6.5 of the Company Disclosure Schedule and all such Consents shall be valid and in effect as of the Closing Date.

7.12 Termination of Related Party Agreements. Except as set forth on Section 7.12 of the Company Disclosure Schedule and consented to by LEC, all existing agreements between the Company and the Participating Securityholders shall have been cancelled effective prior to or as of the Closing Date.

7.13 Opinion of Counsel. LEC shall have received an opinion from counsel to the Company and the Participating Securityholders, dated the Closing Date, in form and substance reasonably satisfactory to LEC and including any reasonable demands from the Underwriters in connection with the signing of an Underwriting Agreement between the Underwriters and LEC. The Underwriters shall have received a copy of the same opinion addressed to them.

7.14 Good Standing Certificates. The Company shall have delivered to LEC certificates, each dated as of a date no earlier than five days prior to the Closing Date, duly issued by the appropriate governmental authority in the state of incorporation of the Company and each Company Subsidiary (as applicable) and, unless waived by LEC, in each state in which the Company and each Company Subsidiary is authorized to do business (as applicable), showing the Company and each Company Subsidiary is in good standing and authorized to do business and that all state franchise and/or income tax returns and taxes for the Company and each Company Subsidiary for all periods prior to the Closing have been filed and paid.

7.15 Registration Statement. The Registration Statement shall have been declared effective by the SEC.

7.16 Closing of the IPO. The closing of the sale of LEC Stock to the Underwriters in the IPO shall have occurred simultaneously with the Closing Date hereunder.

7.17 Additional Closing Deliverables. LEC shall have received the following agreements and documents, each of which shall be in full force and effect:

(b) the Payment Agent Agreement, executed by the Stockholders’ Representative and the Payment Agent;

(c) written resignations of all officers (except as otherwise determined by LEC) and directors/managers of the Company, to be effective as of the Effective Time;

(d) (i) a properly executed Foreign Investment in Real Property Tax Act of 1980 Notification Letter, in form and substance satisfactory to LEC, which states that shares of Company Capital Stock do not constitute “United States real property interests” under Section 897(c) of the Code, for purposes of satisfying LEC’s obligations under Treasury Regulation Section 1.1445-2(c)(3), and (ii) a form of notice to the Internal Revenue Service in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2) along with written authorization for LEC, as agent for the Company, to deliver such notice form to the Internal Revenue Service on behalf of the Company upon the consummation of the Merger;

(e) The Allocation Schedule and a certificate executed by the Chief Executive Officer and Chief Financial Officer of the Company, dated as of the Closing Date, certifying that the Allocation Schedule is true, correct and complete; and

(f) such other documents, instruments and certificates as LEC may reasonably request.

7.18 Delisting. The Company shall have de-listed Company Capital Stock and Company Warrants from the Bermuda Stock Exchange and terminated its reporting obligations thereunder, and shall take all such action related thereto as LEC requests.

7.19 Information Statement. The Information Statement, including any supplements thereto, shall have been mailed or delivered to each Company Stockholder in accordance with Section 6.13.

7.20 Non-Accredited Investors. The Aggregate Substitute Cash Amount if LEC elects to pay such amount shall not exceed 1.0% of the Total Uplift Value.

7.21 Employee Releases. Each employee of the Company or Company Subsidiary shall have provided an executed release and acknowledgement in a form reasonably acceptable to LEC pursuant to which each employee acknowledges that such employee has received all payments and benefits payable to such employee by the Company or any Company Subsidiary and that neither the Company nor any Company Subsidiary has any further obligations to such employee, whether pursuant to a Company Plan, Contract, applicable law or otherwise.

7.22 Warrant Cancellation Agreements. GSE shall have delivered to LEC Warrant Cancellation Agreements with respect to all of the outstanding Company Warrants.

7.23 Joinders. GSE shall have delivered to LEC Joinders executed by each Participating Securityholder.

7.24 GSE Development Transaction. The GSE Devco Transaction, if requested by LEC pursuant to Section 6.18, shall have occurred on terms and conditions reasonably satisfactory to LEC.

The obligation of the Company to effect the Merger and otherwise consummate the transactions contemplated by this Agreement is subject to the satisfaction (or waiver by the Company), at or prior to the Closing, of the following conditions:

8.1 Accuracy of Representations. The representations and warranties of LEC set forth in this Agreement that are qualified by materiality shall be true and correct in all respects both when made and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of the earlier date) and each such representation and warranty that is not so qualified shall be true and correct in all material respects both when made and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of the earlier date), except where the failure of such representations and warranties to be true and correct would not, in the aggregate, constitute a LEC Material Adverse Effect.

8.2 Performance of Covenants. LEC and Newco Corp shall have each performed and complied with, in all material respects, all of their covenants and obligations set forth in this Agreement required hereby to be performed by it at or before the Closing (to the extent that such covenants and obligations require performance by LEC or Newco Corp at or before the Closing).

8.3 Stockholder Approval. This Agreement shall have been duly adopted and approved by the Required Company Stockholder Vote.

8.4 HSR Clearance. If LEC or the Company determines in accordance with Section 6.2 that filings with the DOJ or FTC are required, the waiting period applicable to the consummation of the transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated.

8.5 No Restraints. No temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the Merger shall have been issued by any court of competent jurisdiction or other Governmental Body and remain in effect, and no material Law shall have been enacted since the date of this Agreement that makes consummation of the Merger illegal.

8.6 No Governmental Litigation. There shall not be pending before any court of competent jurisdiction or other Governmental Body any Action (a) to which a Governmental Body is a party, and (b) that would or would reasonably be expected to restrain, enjoin, prevent, prohibit or make illegal the consummation of the Merger or the other transactions contemplated by this Agreement.

8.7 No Litigation. No action or proceeding before a court or any other governmental agency or body shall have been instituted or threatened to restrain or prohibit the Merger or the offering and sale by LEC of LEC Stock pursuant to the Registration Statement.

8.8 Registration Statement. The Registration Statement shall have been declared effective by the SEC.

8.9 Closing of IPO. The closing of the sale of the LEC Stock to the Underwriters in the IPO shall have occurred simultaneously with the Closing Date hereunder with a resulting Market Capitalization of at least $500,000,000.

8.10 Good Standing Certificates. LEC shall have delivered to the Company certificates, each dated as of a date no earlier than five days prior to the Closing Date, duly issued by the appropriate governmental authority in the state of incorporation of LEC and Newco Corp and, unless waived by the Company, in each state in which LEC and Newco Corp are authorized to do business (as applicable), showing that LEC and Newco Corp are in good standing and authorized to do business and that all state franchise and/or income tax returns and taxes for LEC and Newco Corp for all periods prior to the Closing have been filed and paid.

8.11 Additional Closing Deliverables. The Company shall have received the following agreements and documents, each of which shall be in full force and effect:

(a) The President or Chief Financial Officer of LEC (and the Secretary of LEC shall certify to the foregoing officers’ titles and genuine signatures) shall have delivered to the Company a certificate certifying that each of the conditions specified in Section 8.1, Section 8.2, Section 8.5 and Section 8.6 have been duly satisfied in all respects;

(d) such other documents, instruments and certificates as the Company may reasonably request.

8.12 No LEC Material Adverse Effect. Since the date of this Agreement through the Effective Time, there shall have been no LEC Material Adverse Effect.

(a) Subject to the other provisions of this Section 9, the Participating Securityholders shall indemnify LEC and the Surviving Corporation (from and after the Closing), their Affiliates, and each of their respective officers, directors, employees, stockholders, agents and other representatives (each a “LEC Indemnified Party”) severally and not jointly, in respect of, and hold them harmless and defend against, in all cases subject to the limitations set forth in this Section 9, any Damages, whether or not arising out of a third-party claim, suffered by such LEC Indemnified Party resulting from, relating to or otherwise in connection with:

(i) any inaccuracy in or breach of, as of the date hereof or as of the Closing Date, any representations and warranties made by the Company or the Participating Securityholders in this Agreement or any certificates, documents or agreements furnished by the Company or the Participating Securityholders pursuant to this Agreement;

(ii) any breach or failure of the Company or the Participating Securityholders to perform any covenant or agreement contained in this Agreement to be performed at or prior to the Closing;

(iii) the exercise by any Company Stockholder of appraisal rights in connection with the Merger, including any proceeding in respect of Dissenting Shares and any payments to any Person that was a Company Stockholder immediately prior to Effective Time in respect of such Person’s Dissenting Shares, to the extent such payments exceed the dollar value to which such Person would have been entitled pursuant to Section 2.1 in respect of such Dissenting Shares if such Person had not exercised appraisal or dissenters rights in respect thereof;

(iv) the Excluded Liabilities, the Company Retired Indebtedness, the Unpaid Company Expenses, and Tax Equity Liabilities;

(v) all Taxes imposed on, payable or relating to the Company and any Company Subsidiary for all periods (or portions thereof) ending on or before the Closing Date, except to the extent taken into account in calculating Company Current Liabilities; or

(vi) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the Company or the Participating Securityholders, and provided to LEC or its counsel by the Company or the Participating Securityholders and contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company or the Participating Securityholders required to be stated therein or necessary to make the statements therein not misleading;

(vii) any termination of any employees of the Company and the Company Subsidiaries on or prior to the Closing Date, including pursuant to Section 6.3; and

For purposes of Section 2.6(j), Section 6.7(a) and Section 9.1(a)(v), to the extent permitted under applicable Laws, the Company shall close the taxable year of the Company as of the close of business on the Closing Date, provided, however, that if the Company or any Company Subsidiary is required to file a Company Return for a taxable period beginning before the Closing Date and ending after the Closing Date (a “Straddle Period”), the portion of Taxes for such Straddle Period that relates to the period prior to the Closing Date shall be calculated as though the taxable period of the Company terminated as of the close of the Closing Date; provided, further, that in the case of a Tax not based on income, receipts, proceeds, profits or similar items (or items determined on an annual basis such as depreciation or amortization or effects of marginal Tax rates), the portion of the Tax (or item) for the period prior to the Closing Date shall be equal to the amount of Tax (or item) for the entire Straddle Period multiplied by a fraction, the numerator of which is the total number of days from the beginning of the Straddle Period through (and including) the Closing Date and the denominator of which is the total number of days in the Straddle Period.

(b) Subject to the other provisions of this Section 9, LEC shall indemnify the Participating Securityholders, their Affiliates, and each of their respective officers, directors, employees, stockholders, agents and other representatives (each a “Company Indemnified Party”) in respect of, and hold them harmless and defend them against, any Damages suffered by such Company Indemnified Party resulting from, relating to or otherwise in connection with:

(i) any inaccuracy in or breach of, as of the date hereof or as of the Closing Date, any representations and warranties made by LEC in this Agreement or any certificates, documents or agreement furnished by LEC pursuant to this Agreement; or

(ii) any breach or failure of LEC or Newco Corp to perform any covenant or agreement contained in this Agreement.

(c) In the event an Indemnified Party becomes aware of a third-party claim (including any Action commenced or threatened to be commenced by any third-party) that it reasonably believes may result in indemnification pursuant to this Section 9.1, a written notice of such claim (such notice, the “Claim Notice”) shall be delivered, in the case of a LEC Indemnified Party, to the Stockholders’ Representative, and in the case of a Company Indemnified Party, to LEC. A LEC Indemnified Party shall also deliver a copy of the Claim Notice to the Escrow Agent, if the Escrow Fund has not ceased to exist, contemporaneously with its delivery to the Stockholders’ Representative. The Claim Notice shall be accompanied by reasonable supporting documentation submitted by the third party making such claim and shall describe in reasonable detail (to the extent known to the Indemnified Party) the facts constituting the basis for such claim and the amount of the claimed damages; provided, however, that no delay or failure on the part of an Indemnified Party in delivering a Claim Notice shall relieve any Indemnifying Party from any liability hereunder except and to the extent such Indemnifying Party has been actually prejudiced by such delay or failure. Within ten (10) days after receipt of any Claim Notice by a LEC Indemnified Party, the Stockholders’ Representative may, upon written notice thereof to LEC, assume control of the defense of the claim referred to therein at the Participating Securityholders’ sole cost and expense with counsel reasonably satisfactory to LEC. Within ten (10) days after receipt of any Claim Notice by the Stockholders’ Representative, on behalf of a Company Indemnified Party, LEC may, upon written notice thereof to the Stockholders’ Representative, assume control of the defense of the claim referred to therein at LEC’s sole cost and expense with counsel reasonably satisfactory to the Stockholders’ Representative. The party not controlling the defense of such claim (the “Non-controlling Party”) may participate therein at its own expense; provided, however, that if the Stockholders’ Representative or LEC, as applicable, assumes control of the defense of a claim and the Participating Securityholders and LEC have materially conflicting interests or different defenses available with respect to such claim which cause the Stockholders’ Representative, any Participating Securityholder or LEC, as applicable, to hire its own separate counsel with respect to such suit proceeding, the reasonable fees and expenses of such separate counsel shall be considered “Damages” for purposes of this Agreement. The party controlling the defense of such claim (the “Controlling Party”) shall (i) keep the Non-controlling Party advised of the status of such claim and the defense thereof (including all material developments and events relating thereto) and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto and (ii) make available to the Non-controlling Party any documents or materials in its possession or control that may be necessary to understand the defense of such claim. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise reasonably cooperate with and assist the Controlling Party in the defense of such claim. Neither LEC nor the Stockholders’ Representative shall agree to any settlement of, or the entry of any judgment arising from, any such claim without the prior written consent of the other party, which shall not be unreasonably withheld, conditioned or delayed.

pursuant to Section 9.1(a) or Section 9.1(b), as applicable (such party providing indemnification, the “Indemnifying Party”). The Indemnification Demand shall contain (i) a description and the amount of any Damages incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under Section 9.1(a) or Section 9.1(b), as applicable, for such Damages and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the amount of such Damages. If the Stockholders’ Representative or LEC, as applicable, fails to notify the Indemnified Party within thirty (30) days following receipt of an Indemnification Demand from such Indemnified Party that it disputes the indemnity claimed therein, the indemnity claim set forth in the Indemnification Demand shall be conclusively deemed a liability to be indemnified under this Section 9, and the Indemnified Party shall be indemnified for the amount of the Damages stated in such Indemnification Demand on demand. The Indemnifying Party and the Indemnified Party shall, for a period of thirty (30) days, negotiate in good faith to resolve any matters set forth in an Indemnification Demand, and shall thereafter resolve any remaining issues related to such Indemnification Demand as provided in the Escrow Agreement and subject to Section 11.5 of this Agreement.

9.2 Survival. All representations and warranties that are covered by the indemnification obligations in this Section 9 shall survive the Closing, and claims based upon or arising out of a breach of such representations and warranties will expire at 5:00 p.m. New York City time on the date that is the eighteen (18) month anniversary of the Closing Date; provided, however, that (i) that each Fundamental Representation (other than Section 3.17 (Tax Matters)) and LEC Fundamental Representation shall survive Closing and continue in full force and effect indefinitely; and (ii) the representations and warranties contained in Section 3.17 (Tax Matters) and Section 3.18(d) (Employee Benefit Plans and Employee Matters) shall survive the Closing and continue in full force for a period of ninety (90) days following the expiration of the statute of limitations (including any extensions thereof) applicable to the subject matter of such representations and warranties; provided, further, no representations, warranties or such obligations to indemnify, hold harmless and defend shall terminate with respect to any Damages as to which the Indemnified Party shall have, on or prior to such date made a claim by delivering a Claim Notice or Indemnification Demand to the Indemnifying Party. Notwithstanding the foregoing, the right of an Indemnified Party hereto to assert a claim with respect to covenants contained in this Agreement that are to be performed at or prior to the Closing shall expire at 5:00 p.m. New York City time on the date that is the eighteen (18) month anniversary of the Closing Date; provided, however; that covenants contained in this Agreement that are to be performed at or prior to the Closing relating to Tax, shall continue in full force and effect for a period of ninety (90) days following the expiration of the statute of limitations (including any extensions thereof) applicable to the subject matter of such covenants); provided, further, that no such covenant or such obligations to indemnify, hold harmless and defend shall terminate with respect to any Damages as to which the Indemnified Party shall have, on or prior to such date made a claim by delivering a Claim Notice or Indemnification Demand to the Indemnifying Party. For the avoidance of doubt, the right of an Indemnified Party hereto to assert a claim with respect to covenants contained in this Agreement that are to be performed after the Closing Date shall survive and continue in full force and effect until fully performed or observed in accordance with their terms.

(a) LEC Indemnified Parties’ sole recourse against the Participating Securityholders for indemnification obligations pursuant to Section 9 shall be: (i) first, from the Escrow Fund; and (ii) second, subject to the other provisions of this Section 9.3, directly against the Participating Securityholders for such Participating Securityholders’ Pro Rata Fraction of such Damages (provided, that the Participating Securityholders shall not be obligated to make a payment under this clause (ii) prior to the six (6) month anniversary of the Closing Date).

(b) The total Liability of the Participating Securityholders to the LEC Indemnified Parties for Damages under this Section 9 shall not exceed:

(i) in the case of Damages arising from Section 9.1(a)(i) (other than arising from a breach of or inaccuracy in any Fundamental Representation), an amount equal to 15% of the Total Uplift Value;

(ii) in the case of Damages arising from a breach of or inaccuracy in any Fundamental Representation, or Section 9.1(a)(ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix) the amount of the Total Uplift Value; and

(iii) no limitation shall apply to any Liability of the Participating Securityholders for Damages arising from common law fraud or from willful breach of the Agreement by the Company.

(c) A Participating Securityholder’s “Pro Rata Fraction” with respect to each Participating Securityholder shall equal, subject to the other limitations set forth in Section 9.3, a percentage, the numerator of which is the shares held by such Participating Stockholder on an as-converted, as-exercised basis, and the denominator of which is the shares held by all Participating Stockholders on an as-converted, as-exercised basis.

(d) Except for a failure of LEC to pay any payment that is due and payable under this Agreement (for which failure the total Liability of LEC to the Company Indemnified Parties shall be the amount of such payment(s) owed plus all Damages incurred to collect such payment(s) owed), the total Liability of LEC to the Company Indemnified Parties for Damages under this Section 9 shall not exceed:

(i) in the case of Damages arising from Section 9.1(b)(i) (other than arising from a breach of or inaccuracy in any LEC Fundamental Representation), an amount equal to 15% of the Total Uplift Value;

(ii) in the case of Damages arising from a breach of or inaccuracy in any Fundamental Representation, or Section 9.1(b)(ii), the amount of the Total Uplift Value; and

(iii) no limitation shall apply to any Liability of LEC for Damages arising from common law fraud or from willful breach of the Agreement by LEC.

(e) Notwithstanding anything to the contrary contained in this Agreement, neither the LEC Indemnified Parties nor the Company Indemnified Parties shall be entitled to

recover any Damages under Section 9.1(a)(i) or Section 9.1(b)(i), as applicable, unless and until the aggregate amount of all Damages for which they would otherwise be entitled to indemnification under such provision exceed an amount equal to one percent (1%) of the Total Uplift Value (the “Indemnity Threshold”), at which point, such Indemnified Parties shall become entitled to be indemnified from the first dollar of Damages; provided, however, that the Indemnity Threshold shall not apply to any Damages related to the inaccuracy in or breach of any of the Fundamental Representations or LEC Fundamental Representations, Section 3.18(d), common law fraud or willful breach of this Agreement.

(f) If any LEC Indemnified Party receives an indemnification payment from the Participating Securityholders, the Stockholders’ Representative (on behalf of the Participating Securityholders) shall be entitled to exercise and shall be subrogated to any rights and remedies (including rights of indemnity, rights of contribution and rights of recovery) that such LEC Indemnified Party may have against any other Person with respect to any Damages, circumstance or matter to which such indemnification payment is related; provided, however, that such right of the Stockholders’ Representative shall be limited to the extent of the indemnification payment received by such LEC Indemnified Party. Upon reasonable written request of the Stockholders’ Representative and to the extent reasonably necessary to permit the Stockholders’ Representative (on behalf of the Participating Securityholders) to exercise its rights of subrogation hereunder, LEC and the Surviving Corporation shall take such actions as are reasonably necessary to assign to the Stockholders’ Representative (on behalf of the Participating Securityholders) any claim (or portion of a claim) either LEC or the Surviving Corporation has against such other Person with respect to the Damages, circumstance or matter to which such indemnification payment relates.

(g) Absent common law fraud or absent willful breach of this Agreement, and subject to Section 10.2 and Section 2.7(b), the indemnification provisions contained in this Section 9 are intended to provide the sole and exclusive remedy following the Closing as to all money damages for any Action arising out of the subject matter of this Agreement (it being understood that nothing in this Section 9 or elsewhere in this Agreement shall affect the parties’ rights to specific performance or other equitable remedies to enforce the parties’ obligations under this Agreement). Nothing in this Agreement shall limit LEC’s recourse against any Participating Securityholder pursuant to the terms of any document to which such Participating Securityholder is a party, such as an acknowledgment and release or letter of transmittal.

(h) After the Closing, the Participating Securityholders shall not have any right of contribution against LEC or the Surviving Corporation, or any of their directors, officers or employees, for any breach of any representation, warranty, covenant or agreement of the Company.

(i) Notwithstanding anything in this Agreement to the contrary, for purposes of the indemnification obligations under this Section 9, all of the representations and warranties contained in this Agreement or in any certificate furnished pursuant to this Agreement that are qualified as to materiality, Company Material Adverse Effect or any similar qualification or standard shall be deemed to have been made without any such qualification or standard for purposes of determining the amount of Damages resulting from, arising out of or relating to any such breach of representations or warranties.

10.1 Termination. This Agreement may be terminated, and the Merger may be abandoned, prior to the Effective Time (whether before or after the adoption of this Agreement by the Required Company Stockholder Vote):

(b) by either LEC or the Company if the Merger shall not have been consummated by the End Date; provided, however, that a party shall not be permitted to terminate this Agreement pursuant to this Section 10.1(b) if the failure to consummate the Merger by the End Date is attributable to a failure on the part of such party to perform any covenant in this Agreement required to be performed by such party at or prior to the Effective Time;

(c) by either LEC or the Company if a court of competent jurisdiction or a Governmental Body shall have issued a final and nonappealable order having the effect of restraining, enjoining or otherwise prohibiting the Merger or any Law is enacted or deemed applicable to the Merger that makes consummation of the Merger illegal;

(d) by LEC (provided, that, it is not then in material breach of any of its representations, warranties, covenants, obligations or other agreements contained in this Agreement) in the event of a breach by the Company of any of its representations, warranties, covenants, obligations or other agreements contained in this Agreement which (i) would give rise to the failure of a condition set forth in Section 7.1 or Section 7.2 and (ii) cannot be or has not been cured within thirty (30) Business Days after the delivery of written notice to the Company of such breach;

(e) by the Company (provided, that, it is not then in material breach of any of its representations, warranties, covenants or agreements under this Agreement) in the event of a breach by Newco Corp or LEC of any of their respective representations, warranties, covenants, obligations or other agreements contained in this Agreement which (i) would give rise to the failure of a condition set forth in Section 8.1 or Section 8.2 and (ii) cannot be or has not been cured within thirty (30) Business Days after the delivery of written notice to LEC of such breach;

(f) by LEC if the number of Participating Securityholders that are not Accredited Investors exceeds ten (10) as of the Closing Date or the Aggregate Substitute Cash Amount, if LEC elects to pay such amount, exceeds 1.0% of the Total Uplift Value as of the Closing Date, in each case not including Non-Shareholder Warrantholders to whom the aggregate consideration payable pursuant to this Agreement does not exceed $150,000;

(g) by LEC if (i) a Company Adverse Recommendation Change shall have occurred, (ii) the Company shall have entered into, or publicly announced its intention to enter into, a Company Acquisition Agreement (other than an Acceptable Confidentiality Agreement), (iii) the Company Board fails to reaffirm (publicly, if so requested by LEC) its recommendation of the adoption of this Agreement by the holders of Company Capital Stock within ten (10) Business Days after the date any Takeover Proposal (or material modification thereto) is first publicly disclosed by the Company or the Person making such Takeover Proposal, (iv) a tender

offer or exchange offer relating to Company Common Stock shall have been commenced by a Person unaffiliated with LEC and the Company shall not have sent to its stockholders, within ten (10) Business Days after such tender offer or exchange offer is first published, sent or given, a statement reaffirming the Company Board’s recommendation of the adoption of this Agreement by the holders of Company Capital Stock and recommending that stockholders reject such tender or exchange offer, or (vi) the Company or the Company Board (or any committee thereof) shall publicly announce its intentions to do any of actions specified in this Section 10.1(g);

(h) by the Company if prior to the receipt of the Required Company Stockholder Vote, the Company Board authorizes the Company, in full compliance with the terms of this Agreement, including Section 5.2, to enter into a Company Acquisition Agreement (other than an Acceptable Confidentiality Agreement) in respect of a Superior Proposal; provided that the Company shall have paid any amounts due pursuant to Section 10.3(b) in accordance with the terms, and at the times, specified therein; and provided further that in the event of such termination, the Company concurrently enters into such Company Acquisition Agreement;

(i) by LEC if an amended and restated certificate of incorporation of the Company in the form of Exhibit H shall not have been duly adopted, executed, acknowledged and filed in accordance with Section 242 of the DGCL on or prior to March 15, 2015; or

(j) by LEC (provided, that, neither it nor Newco Corp is then in material breach of any of their respective representations, warranties, covenants, obligations or other agreements contained in this Agreement) if there has been any event, development, state of facts, occurrence or change (or any series of events, developments, state of facts, occurrences or changes) that has had or which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect which cannot be or has not been cured upon the earlier of (i) thirty (30) Business Days after the delivery of written notice to the Company and (ii) the day that is five (5) Business Days prior to the End Date.

10.2 Effect of Termination. In the event of the termination of this Agreement as provided in Section 10.1, this Agreement shall forthwith become void and of no further force or effect and there shall be no further liability on the part of any party; provided, however, that (i) this Section 10.2, Section 6.4, Section 10.3, and Section 11 (and any related definitions contained in any such Sections) and the Confidentiality Agreement shall survive the termination of this Agreement and shall remain in full force and effect and (ii) none of the Company, LEC or Newco Corp shall be relieved of any obligation or Liability arising from any willful breach by such party of any provision of this Agreement prior to the date of such termination and the parties shall, in all events, remain bound by and continue to be subject to the provisions set forth in this Section 10.

(a) If this Agreement is terminated by LEC pursuant to Section 10.1(g), then the Company shall pay to LEC (by wire transfer of immediately available funds), within two (2) Business Days after such termination, a fee in an amount equal to the $250,000 (the “Termination Fee”).

(b) If this Agreement is terminated by the Company pursuant to Section 10.1(h), then the Company shall pay to LEC (by wire transfer of immediately available funds), at or prior to such termination, the Termination Fee, plus, expenses actually incurred by LEC on or prior to the termination of this Agreement.

(c) The Company acknowledges and hereby agrees that the provisions of this Section 10.3 are an integral part of the transactions contemplated by this Agreement (including the Merger), and that, without such provisions, LEC and Newco Corp would not have entered into this Agreement. If the Company shall fail to pay in a timely manner the amounts due pursuant to this Section 10.3, and, in order to obtain such payment, LEC makes a claim against the Company that results in a judgment against the Company, the Company shall pay to LEC the reasonable costs and expenses of Parent (including its reasonable attorneys’ fees and expenses) incurred or accrued in connection with such suit, together with interest on the amounts set forth in this Section 10.3 at the prime lending rate prevailing during such period as published in The Wall Street Journal. Any interest payable hereunder shall be calculated on a daily basis from the date such amounts were required to be paid until (but excluding) the date of actual payment, and on the basis of a 360-day year. The parties acknowledge and agree that in no event shall the Company be obligated to pay the Termination Fee on more than one occasion.

11.1 Amendment. Except as otherwise set forth in this Agreement, (i) during the Pre-Closing Period, this Agreement may be amended with the approval of the respective boards of directors of the Company and LEC (and with respect to any provision relating to the Stockholders’ Representative, the Stockholders’ Representative) (whether before or after the adoption of this Agreement by the Company Stockholders); provided, however, that after any such adoption of this Agreement by the Company Stockholders, no amendment shall be made which by Law requires further approval of the stockholders of any party hereto without the further approval of such stockholders and (ii) following the Effective Time, this Agreement may be amended with the approval of the respective boards of directors of the Company and LEC and the Stockholders’ Representative. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

11.2 Expenses. Except as otherwise specifically provided herein or in the Escrow Agreement, all fees and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the party incurring such expenses, whether or not the Merger is consummated, except that filing fees payable under or pursuant to the HSR Act, if any, shall be paid by LEC. The fees and expenses of the Payment Agent shall be shared equally by the Stockholders’ Representative and LEC.

(a) No failure on the part of any party to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of any party in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy.

(b) No party shall be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such party; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.

11.4 Entire Agreement; Counterparts. This Agreement (including the Company Disclosure Schedule), the Escrow Agreement, the Voting Agreement and all other written agreements, documents and certificates to be delivered to LEC pursuant to this Agreement constitute the entire agreement and supersedes all prior agreements and understandings, both written and oral, among or between any of the parties with respect to the subject matter hereof and thereof; provided, however, that the Confidentiality Agreement shall not be superseded and shall remain in full force and effect until the Effective Time. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. This Agreement may be executed (in counterparts or otherwise) by facsimile or electronic transmission of PDFs, each of which shall be deemed an original and sufficient to bind the parties.

11.5 Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of laws thereof. In any Action between any of the parties arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement: (a) each of the parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the state and federal courts located in Delaware; (b) if any such Action is commenced in a state court, then, subject to applicable Law, no party shall object to the removal of such Action to any federal court located in Delaware; and (c) each of the parties irrevocably waives the right to trial by jury.

11.6 Attorneys’ Fees. In any suit in equity to enforce this Agreement or the rights of any of the parties hereunder, the prevailing party in such Action shall be entitled to receive a reasonable sum for its attorneys’ fees and all other reasonable costs and expenses incurred in such Action.

11.7 Assignability. This Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the parties hereto and their respective successors and assigns; provided, however, that neither this Agreement nor any of the rights hereunder may be assigned by any party hereto without the prior written consent of the other parties, and any attempted assignment of this Agreement or any of such rights without such consent shall be void and of no effect (except that LEC may assign this Agreement or any such rights hereunder to an Affiliate, without the prior written consent of the Company (prior to the Effective Time; provided that the consideration received pursuant to Section 2 shall not be modified without the written consent of the Company) or the Stockholders’ Representative (at or after the Effective Time)); provided, further, that LEC and the Surviving Corporation may assign this Agreement as a whole without such consent in connection with the acquisition (whether by merger,

consolidation, sale or otherwise) of LEC or the Surviving Corporation, as long as LEC provides written notice to the Company (prior to the Effective Time) or the Stockholders’ Representative (at or after the Effective Time) of such assignment, and the assignee thereof agrees in writing to be bound “assignee of LEC” and the “Surviving Corporation” hereunder.

11.8 Third Party Beneficiaries. Except as specifically provided in Section 9, nothing in this Agreement, express or implied, is intended to or shall confer upon any Person, including any Company Employee, other than the parties hereto (and, following the Effective Time, other than any Person that held Company Capital Stock immediately prior to the Closing whose economic rights hereunder may be asserted, if at all, exclusively by the Stockholders’ Representative), any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

11.9 Notices. Any notice or other communication required or permitted to be delivered to any party under this Agreement shall be in writing and shall be deemed properly delivered, given and received (a) upon receipt when delivered by hand, (b) upon transmission, if sent by facsimile or electronic transmission (in each case with receipt verified by electronic mail or telephone confirmation), or (c) one (1) Business Day after being sent by overnight courier or express delivery service (with proof of delivery), provided that in each case the notice or other communication is sent to the address or facsimile telephone number set forth beneath the name of such party below (or to such other address or facsimile telephone number as such party shall have specified in a written notice given to the other parties hereto):

if to LEC or Newco Corp, or, if after the Closing, to the Surviving Corporation:

in the case of notices to the Company (prior to the Closing) or to the Stockholders’ Representative (after the Closing), with a copy to (which shall not constitute notice):

11.10 Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction or other Governmental Body declares that any term or provision hereof is invalid or unenforceable, the parties hereto agree that the court or other Governmental Body making such determination shall have the power to limit the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified. In the event such court or other Governmental Body does not exercise the power granted to it in the prior sentence, the parties hereto shall use commercially reasonable efforts to replace such invalid or unenforceable term or provision with a valid and enforceable term or provision that will achieve, to the extent possible, the economic, business and other purposes of such invalid or unenforceable term.

11.11 Confidentiality; Press Releases. All information provided by the Company to LEC pursuant to Section 6.4 prior to the Effective Time shall be held by LEC as confidential in accordance with the Confidentiality Agreement, and shall be subject to the Agreement. Notwithstanding the foregoing, the Confidentiality Agreement shall automatically terminate at Closing and LEC shall have no restrictions or other obligations with respect to confidential information of the Company after the Closing. If LEC and the Company agree to issue a press release with respect to the Merger and the other transactions contemplated by this Agreement, such press release shall be a joint press release and shall not be issued or otherwise made publicly available until approved for such release by LEC and the Company. Thereafter, LEC and Newco Corp, on the one hand, and the Company, on the other hand, shall consult with each other before issuing, and provide each other reasonable opportunity to review and comment upon, any press release or other public statements with respect to the Merger and the other transactions contemplated hereby, and shall not issue any such press release or make any such public statement prior to such consultation and obtaining written consent of such other parties. Notwithstanding the foregoing, LEC shall be permitted to make any public statement without obtaining the written consent of the Company if (a) the disclosure is required by applicable Law

or the requirements of the SEC, the New York Stock Exchange or Nasdaq, as applicable, or other comparable foreign authorities or markets or stock exchanges, or as is otherwise customary with respect to the IPO and (b) LEC has first used its commercially reasonable efforts to consult with (but not to obtain the written consent of) the Company about the form and substance of such disclosure.

11.12 No Implied Representations. The parties acknowledge that, except as expressly provided in this Agreement, the Company Disclosure Schedule, the LEC Disclosure Schedule, and the certificates and agreements contemplated by this Agreement, none of the parties hereto has made or is making any representations or warranties whatsoever, implied or otherwise.

11.13 Specific Performance. Subject to Section 9.3(f), the rights and remedies of the parties hereto shall be cumulative (and not alternative). Each of the parties hereto agrees that this Agreement is intended to be legally binding and specifically enforceable pursuant to its terms and that LEC and the Company would be irreparably harmed if any of the provisions of this Agreement are not performed in accordance with their specific terms and that monetary damages would not provide adequate remedy in such event. Accordingly, in addition to any other remedy to which a non-breaching party may be entitled at law, a non-breaching party shall be entitled to seek injunctive relief to prevent breaches of this Agreement and to specifically enforce the terms and provisions hereof.

(a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders, and “or” is not exclusive.

(b) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.

(c) As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”

(d) Except as otherwise indicated, all references in this Agreement to “Sections,” “Exhibits” and “Schedules” are intended to refer to Sections of this Agreement and Exhibits or Schedules to this Agreement.

(e) The bold-faced headings contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement and shall not be referred to in connection with the construction or interpretation of this Agreement.

(f) All references to dollar amounts or “$” are references to U.S. dollars, and all payments hereunder shall be made in U.S. dollars.

11.15 Performance by Affiliates. LEC may discharge any obligations and exercise any right hereunder through any one or more of its Affiliates. LEC hereby guarantees the performance by its Affiliates of such obligations under this Agreement, and shall cause its Affiliates to comply with the provisions of this Agreement in connection with such performance. LEC will be liable for any breach of this Agreement by LEC resulting from LEC’s use of an Affiliate to perform its obligations hereunder.

(a) The Participating Securityholders acknowledge that the shares of LEC Stock to be delivered to the Participating Securityholders pursuant to this Agreement have not been and will not be registered under the 1933 Act and therefore may not be resold unless registered under the 1933 Act or resold pursuant to an exemption from the registration requirements of the 1933 Act. The LEC Stock to be acquired by the Participating Securityholders pursuant to this Agreement is being acquired solely for their own respective accounts, for investment purposes only, and with no present intention of distributing, selling or otherwise disposing of it in connection with a distribution.

(b) The Participating Securityholders covenant, warrant and represent that none of the shares of LEC Stock issued to the Participating Securityholders will be offered, sold, assigned, pledged, hypothecated, transferred or otherwise disposed of except after full compliance with all of the applicable provisions of the 1933 Act and the rules and regulations of the SEC. All the LEC Stock shall bear the following legend in addition to the legend required under Section 6.17 of this Agreement:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE ACT OR AN OPINION OF COUNSEL TO LEC STATING THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT.

(c) The Participating Securityholders represent and warrant that they are able to bear the economic risk of an investment in the LEC Stock acquired pursuant to this Agreement, can afford to sustain a total loss of such investment and have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of the proposed investment in the LEC Stock. The Participating Securityholders represent and warrant that they have had an adequate opportunity to ask questions and receive answers from the officers of LEC concerning any and all matters relating to LEC, the LEC Stock and the transactions described herein including, without limitation, the background and experience of the current and proposed officers and directors of LEC, the plans for the business, operations and financial condition of LEC, the business, operations and financial condition of the Other

Founding Companies, and any plans for additional acquisitions and the like. The Participating Securityholders have asked any and all questions of the nature described in the preceding sentence, and all questions have been answered to their satisfaction.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first above written.

“Acceptable Confidentiality Agreement” means a confidentiality and standstill agreement that contains confidentiality and standstill provisions that are no less favorable to the Company than those contained in the Confidentiality Agreement.

“Accredited Investor” shall have the meaning given to such term under Rule 501 of Regulation D under the 1933 Act.

“Adjustment Auditor” shall have the meaning set forth in Section 2.6(j)(v).

“Affiliate” of a Person shall mean any other Person which, directly or indirectly, controls, is controlled by, or is under common control with, such Person. The term “control” (including, with correlative meaning, the terms “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by Contract or otherwise.

“Aggregate Substitute Cash Amount” shall have the meaning set forth in Section 2.6(c)(i).

“Agreement” shall have the meaning set forth in the preamble of the Agreement.

“Allocation Schedule” shall have the meaning set forth in Section 2.6(i)(i).

“Anti-Corruption Laws” shall mean the Foreign Corrupt Practices Act of 1977, as amended, the Anti-Kickback Act of 1986, the False Claims Act, or any applicable Laws of similar effect, and the related regulations and published interpretations thereunder.

“ARRTA” means the American Recovery and Reinvestment Act of 2009, as amended by the Tax Relief, Unemployment Insurance Reauthorization, and Job Creation Act of 2010.

“Business Day” shall mean any day other than a Saturday, Sunday or other day on which banks in New York City, New York are required to be closed.

“Cash” shall mean the aggregate amount of cash, cash equivalents, short-term investments and marketable securities held by the Company and each Company Subsidiary immediately prior to the Effective Time, less (1) the aggregate amount of checks, drafts and wire transfers issued by the Company and each Company Subsidiary prior to the Effective Time and that have not been cashed or paid immediately prior to the Effective Time, in each case calculated in accordance with GAAP applied on a basis consistent with the preparation of Financial Statements and (2) Restricted Cash.

“Cash Grant” means a grant in lieu of tax credits pursuant to Section 1603 of ARRTA.

“Cash Grant Amount” means all amounts actually received from the United States Treasury with respect to a Project as Cash Grant payments.

“Cash Grant Application” means any and all materials that must be filed to apply and qualify for a Cash Grant with respect to a Project, including the final application, the “begun construction application,” all supporting materials (including without limitation any cost segregation reports and accountant’s certificates), and any supplemental filings.

“Cash Grant Basis” means the cost basis of property relating to a Project that is “specified energy property” (within the meaning of Section 1603 of ARRTA) as determined in accordance with the rules for determining the basis of property for federal income tax purposes.

“Cash Grant Guidance” means the program guidance issued on July 9, 2009, and revised in March 2010 and April 2011, by the United States Treasury with respect to a Cash Grant, the “Begun Construction Checklist,” the frequently asked questions, and any clarification, addition or supplement thereto, or replacement thereof, issued by the United States Treasury or any other Governmental Body, on or prior to the Closing Date.

“Cash Grant Proceeding” means any Action with respect to a Cash Grant with respect to a Project, including an Action by the IRS, and negotiations, conferences, correspondences or other dealings with the United States Treasury following receipt of the Cash Grant Amount.

“Cash Payment Fund” shall have the meaning set forth in Section 2.6(a)(i).

“Casualty Defect” shall mean any destruction by fire, explosion or other casualty or any taking, or pending or threatened taking, in condemnation or under the right of eminent domain, of any Project, or any portion thereof, that is, or could reasonably be expect to be, materially adverse to the Company or any of the Company Subsidiaries.

“Certificate of Merger” shall have the meaning set forth in Section 1.3.

“Closing Date Stock Percentage” shall have the meaning set forth in Section 2.9(a).

“Closing Financial Certificate” shall mean a certificate prepared in good faith, dated as of the Closing Date, and executed on behalf of the Company by its Chief Executive Officer or Chief Financial Officer setting forth the Closing Financial Estimate.

and accrual methodologies that were used in the preparation of the audited Financial Statements, setting forth in reasonable detail the Company’s estimate of each of (a) Cash, (b) Company Current Assets, (c) the Stockholders’ Representative Reserve, (d) the Company Current Liabilities, (e) Company Retired Indebtedness, (f) the aggregate amount of Unpaid Company Expenses, if any, and (g) the name, contact information, wire instructions and payoff amounts to be paid to satisfy in full such Unpaid Company Expenses and Company Retired Indebtedness.

“Commercial Operation” shall mean the initiation of commercial operations as defined in the relevant Power Purchase Agreements.

“Company” shall have the meaning set forth in the preamble to the Agreement.

“Company Acquisition Agreement” shall have the meaning set forth in Section 5.2(a).

“Company Adverse Recommendation Change” shall have the meaning set forth in Section 5.2(a).

“Company Assumed Indebtedness” shall mean the aggregate amount of Debt existing immediately prior to the Closing and specifically listed on Exhibit B.

“Company Board” shall have the meaning set forth in the recitals of the Agreement.

“Company Capital Stock” shall mean, collectively, the Company Common Stock and the Company Series A Preferred Stock.

“Company Common Stock” shall mean the common stock, $0.001 par value per share, of the Company.

“Company Current Assets” shall mean the current assets of the Company and each Company Subsidiary as of immediately prior to the Effective Time as determined under GAAP applied on a basis consistent with the preparation of the audited Financial Statements, but excluding (i) all cash, cash equivalents, short-term investments and marketable securities held by the Company and each Company Subsidiary immediately prior to the Effective Time, and (ii) any deferred income tax assets.

“Company Current Liabilities” shall mean the current Liabilities of the Company and each Company Subsidiary as of immediately prior to the Effective Time as determined under GAAP applied on a basis consistent with the preparation of the audited Financial Statements, but excluding (i) any Liability included in Company Assumed Indebtedness, Company Retired Indebtedness or Unpaid Company Expenses, (ii) any current Liabilities that are non-cash charges or expenses (e.g., deferred revenue) and (iii) any deferred income tax liabilities.

“Company Developer Services Agreement” shall mean any agreement or other arrangement pursuant which the Company was or is to provide developer or other services to GSE DevCo.

“Company Disclosure Schedule” shall mean the disclosure schedule that has been prepared by the Company and delivered to LEC on the date of the Agreement.

“Company Employees” shall mean the employees of the Company immediately prior to the Effective Time who remain employed with LEC or a LEC Subsidiary on that date.

“Company Indemnified Party” shall have the meaning set forth in Section 9.1(b).

“Company Intellectual Property” shall mean the Company-Owned Intellectual Property, together with all Intellectual Property of any third-party that is used or held for use by the Company and/or a Subsidiary pursuant to any Company IP Agreement.

“Company IP Agreements” shall mean all: (a) licenses of Intellectual Property from the Company or a Subsidiary to any third party; (b) licenses of Intellectual Property to the Company or a Subsidiary from any third party (including any licenses for generally-commercially-available, off-the-shelf Software and agreements for Public Software); and (c) coexistence, settlement, assignment, and other agreements containing any covenant or provision relating to the ownership, use, restriction, exploitation, or enforcement of any Intellectual Property to which the Company or a Subsidiary is a party (or is otherwise bound).

“Company Material Adverse Effect” shall mean any change, development, event, occurrence, fact or effect that, individually or in the aggregate with any one or more other changes, developments, occurrences, facts or effects, (x) is, or could reasonably be expected to be, materially adverse to the operations, assets, liabilities, financial condition, prospects, results of operation or business of the Company or any Company Subsidiary, taken as a whole, or (y) could reasonably be expected to prevent or materially impede, interfere with, hinder or delay the ability of the Company to perform its obligations under this Agreement or consummate the Merger; provided, however, that, subject to the following sentence, none of the following (individually or in combination) shall be deemed to constitute, or shall be taken into account in determining whether there has been, a Company Material Adverse Effect: (a) any adverse effect resulting from changes in general business or economic conditions, except to the extent such general business or economic conditions have a disproportionate effect on the Company as compared to any of the other companies in the industry in which the Company operates or competes; (b) any adverse effect resulting directly or indirectly from conditions generally affecting any industry or industry sector in which the Company operates or competes, except to the extent such adverse effect has a disproportionate effect on the Company as compared to any of the other companies in such industry or industry sector; (c) any adverse effect resulting directly or indirectly from the announcement, execution or delivery of the Agreement or the pendency or consummation of the Merger, provided, however, that any contractual consequence of the commencement or pendency of this Agreement shall not be excluded under this clause (c); or (d) any adverse effect resulting directly or indirectly from any change in accounting requirements or principles or any change in applicable Laws or the interpretation thereof, except to the extent such adverse effect has a disproportionate effect on the Company as compared to any of the other companies in such industry or industry sector.

“Company-Owned Intellectual Property” shall mean all Intellectual Property owned or purported to be owned by the Company and/or a Subsidiary.

“Company Plan” shall mean each “employee benefit plan” as defined in Section 3(3) of ERISA and any other material plan, policy, program, practice, agreement, mutual understanding, or arrangement providing compensation or benefits to any current or former director, officer, employee or consultant (or to any dependent or beneficiary thereof) of the Company or any ERISA Affiliate which are now maintained, sponsored, contributed to, or required to be contributed to by the Company or any ERISA Affiliate, or under which the Company or any ERISA Affiliate has any current or future obligation or liability, including all employment or consulting agreements, incentive, bonus, retirement, deferred compensation, vacation, holiday, cafeteria, medical, disability, sick leave, life insurance, stock purchase, stock option, stock appreciation, phantom stock, restricted stock, restricted stock unit or other stock-based compensation plans, change of control, retention, transaction or severance or any other similar policies, programs, practices or arrangements.

“Company Retired Indebtedness” shall mean the aggregate amount of Debt existing immediately prior to the Effective Time, other than Company Assumed Indebtedness.

“Company Returns” shall mean any return, statement, report, Tax filing or form (including estimated Tax returns and reports, withholding Tax returns and reports, any schedule or attachment, and information returns and reports) required to be filed by the Company with respect to Taxes.

“Company Series A Preferred Stock” shall mean the Series A Preferred Stock, $0.001 par value per share, of the Company.

“Company Software” shall mean any Software that is owned by or licensed to the Company or a Subsidiary, other than generally-commercially-available, off-the-shelf Software.

“Company Stock Certificate” shall have the meaning set forth in Section 2.5.

“Company Stockholders” shall mean the holders of Company Common Stock and Company Series A Preferred Stock.

“Company Subsidiary” shall have the meaning set forth in Section 3.1(b).

“Company Warrants” shall mean those warrants listed on Section 3.3(b) of the Company Disclosure Schedule.

“Condemnation and Insurance Proceeds” means any cash received or receivable by the Company or any Company Subsidiary with respect to any casualty insurance or condemnation proceeds in respect of any property or other assets of the Company or any of the Company Subsidiaries that are damaged, lost or condemned at any time after December 31, 2013.

“Confidentiality Agreement” shall mean the Confidentiality & Non-Circumvention Agreement, dated December 13, 2013, between the Company and LEC.

“Confirmed Accredited Investor” shall mean a holder of Company Common Stock (a) that has submitted to the Company after the date of execution of this Agreement and on or prior to the date that is at least ten (10) Business Days prior to the Closing Date a questionnaire confirming its status as an Accredited Investor, and (b) as to which no information has come to the attention of LEC that would reasonably cause LEC to believe that such holder is not an Accredited Investor.

“Consummated Other Agreement” means an Other Agreement with respect to which the transactions contemplated thereby have been consummated.

“Contract” shall mean any agreement, contract, subcontract, lease (whether for real or personal property), covenants not to compete, employment agreements, confidentiality agreements, licenses, instruments, mortgages, debentures, notes, obligations and options that is currently in effect and binding, whether oral or written.

“Controlling Party” shall have the meaning set forth in Section 9.1(c).

“Damages” shall mean losses, costs, damages and expenses, including reasonable attorneys’ fees and expenses and reasonable fees and expenses of other professionals and experts, that have been incurred, properly paid by a Person as a liability proximately caused by the breach of a representation or warranty or covenant, but excluding unforeseeable, speculative, special, consequential, exemplary and punitive damages (except to the extent such unforeseeable, speculative, special, consequential, exemplary or punitive damages are claimed against or recovered from an Indemnified Party in connection with a third-party claim).

“Debt” shall mean (a) the outstanding principal amount of, and all interest and other amounts accrued in respect of, any indebtedness for borrowed money, extensions of credit, purchase money financing and capitalized lease obligations or for the deferred purchase price of property or services, in each case, of the Company and each Company Subsidiary, whether or not recourse to the Company or such Company Subsidiary, (b) any obligation of the Company and each Company Subsidiary evidenced by bonds, debentures, notes or other similar instruments or debt securities, (c) any reimbursement obligation of the Company and each Company Subsidiary with respect to letters of credit (including standby letters of credit to the extent drawn upon), bankers’ acceptances or similar facilities issued for the account of the Company and each Company Subsidiary, (d) all obligations of the Company and each Company Subsidiary under any interest rate and currency protection agreement (including any swaps, forward contracts, caps, floors, collars and similar agreements) and commodity swaps, forward contracts and similar agreements, (e) any deferred purchase price Liabilities related to past acquisitions of the Company and each Company Subsidiary; (f) any “success fees” or bonuses payable to employees of the Company and each Company Subsidiary arising solely from or otherwise triggered by the closing of the transactions contemplated hereby (excluding any bonuses payable to any employee based on the performance of such employee or the performance of the Company and each Company Subsidiary); (g) any obligation of the type referred to in clauses (a) through (f) of another Person the payment of which the Company and each Company Subsidiary has guaranteed or for which the Company or such Company Subsidiary is responsible

or liable, directly or indirectly, jointly or severally, as obligor or guarantor; and (h) with respect to any obligation of the type referred to in clauses (a) though (f), all accrued and unpaid interest, premiums, penalties, breakage costs, unwind costs, fees, termination costs, expenses, reimbursements, indemnities and all other amounts payable in connection therewith.

“Developer Services Schedule” shall have the meaning set forth in Section 3.17(cc).

“DGCL” shall have the meaning set forth in the recitals of the Agreement.

“Disqualified Person” means (a) the United States, any state or political subdivision thereof, any possession of the United States, or any agency or instrumentality of any of the foregoing, (b) any organization which is exempt from tax imposed by the Code (including any former tax-exempt organization within the meaning of Section 168(h)(2)(E) of the Code and any tax-exempt controlled entity within the meaning of Section 168(h)(6)(F)(iii) of the Code if such entity has not made the election provided in Code Section 168(h)(6)(F)(ii)), (c) any Person who is not a United States Person, and (d) any Indian tribal government described in Section 7701(a)(40) of the Code, or (e) any partnership or other passthrough entity, any direct or indirect partner (or other holder of an equity or profits interest) of which is an organization or entity described in clauses (a)-(d); provided, however, that any such Person described in clauses (a) – (d) shall not be considered a Disqualified Person to the extent that (i) the exception under Section 168(h)(1)(D) of the Code applies with respect to the income from the Project Company for that Person, (ii) the Person is described within clause (c) of this definition, and the exception under Code Section 168(h)(2)(B)(i) applies with respect to the income from the Project Company for that Person, or (iii) another exception is applicable under the Code and/or Treasury Regulations.

“Dissenting Shares” shall have the meaning set forth in Section 2.7(b).

“Dissenting Stockholder” shall have the meaning set forth in Section 2.7(b).

“Down Round Protection” shall mean, with respect to any Company Stockholder who paid an amount for shares of Company Common Stock in excess of the Per Share Merger Consideration (after taking into account any stock splits of the Company), an amount of shares of Company Common Stock equal to the difference between the number of shares which could have been purchased by such Company Stockholder at the Per Share Merger Consideration and the number of shares of Company Common Stock actually purchased by such Company Stockholder.

“Down Round Shares” shall mean the shares of Company Common Stock issued pursuant to the Down-Round Protection.

“Environmental Claim” shall mean any and all administrative or judicial actions, suits, orders, claims, liens, notices, notices of violations, investigations, complaints, requests for information, proceedings, or other communication (written or oral), whether criminal or civil, pursuant to or relating to any applicable Environmental Law.

“Environmental Law” shall mean any and all Laws, Environmental Permits, policies, guidance documents, judgments, decrees, injunctions, or agreements with any Governmental Body, relating to construction, operation or decommissioning of the Projects, the protection of health and the Environment, worker health and safety, and/or governing the handling, use, generation, treatment, storage, transportation, disposal, manufacture, distribution, formulation, packaging, labeling, or Release of or exposure to Hazardous Substance, including but not limited to: permits or authorizations to construct, operate and decommission the Projects in compliance with federal, state or local laws or regulations; the Bald and Golden Eagles Protection Act, 16 U.S.C. § 668 et seq.; the Clean Air Act, 42 U.S.C. § 7401 et seq.; the Clean Water Act, 33 U.S.C. § 1251 et seq.; the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. § 9601 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Endangered Species Act, 16 U.S.C. § 1531 et seq.; the Hazardous Material Transportation Act 49 U.S.C. § 1801 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act 7 U.S.C. § 136 et seq.; the National Historic Preservation Act, 16 U.S.C. 470 et seq.; the Native American Graves Protection and Repatriation Act, 25 U.S.C. § 3001 et seq.; the Resource Conservation and Recovery Act of 1976 (“RCRA”), 42 U.S.C. § 6901 et seq.; the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq.; the Occupational Safety & Health Act of 1970, 29 U.S.C. § 651 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; and the state analogies thereto, all as amended or superseded from time to time.

“Environmental Permit” shall mean any permits, licenses, approvals, consents, agreements, exemptions, certifications, declarations, franchise, surcharge, credit, allowance or authorizations required or issued by any Governmental Body under or in connection with any Environmental Law, including without limitation, any and all orders, consent orders or binding agreements issued by or entered into with a Governmental Body under any applicable Environmental Law.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” shall mean any entity which is (or at any relevant time was) a member of a controlled group of corporations with, under common control with, a member of an affiliated service group with, or otherwise required to be aggregated with, the Company as set forth in Section 414(b), (c), (m) or (o) of the Code.

“Escrow Agent” shall mean SunTrust Bank, a Georgia banking corporation, in its capacity as escrow agent hereunder or such other Person agreed between LEC and the Stockholders’ Representative.

“Escrow Agreement” shall mean an escrow agreement in substantially the form attached to the Agreement as Exhibit D.

“Escrow Fund” shall mean the fund established pursuant to the Escrow Agreement, consisting of the sum of the Post-Closing Adjustment Escrow Amount and Indemnity Escrow Amount plus interest, dividends, earnings, and other amounts earned on the foregoing amounts in accordance with the terms of the Escrow Agreement (and reduced by amounts released from such fund pursuant to Section 2.9(c)).

“Excluded Liabilities” shall mean all Liabilities arising from or in connection with (a) that certain litigation by Hunt Electric Corporation against Sunrise NC Martin 1 Lessee, LLC and (b) that certain litigation by Hunt Electric Corporation against Sunrise NC Daughter Lessee, LLC.

“Exchange Fund” shall have the meaning set forth in Section 2.6(a)(ii).

“Exercisable Shares” shall mean the aggregate number of shares of Company Common Stock issuable upon the exercise of such Company Warrant immediately prior to the Effective Time, which shall be based upon an exercise price equal to the lesser of (a) the exercise price set forth in such Company Warrant or (b) to the extent set forth in the applicable Warrant Cancellation Agreement, thirty percent (30%) below the price that is determined by dividing (i) the sum of (1) the Total Adjusted Uplift Value, plus (2) the Post-Closing Adjustment Escrow Amount, plus (3) the Indemnity Escrow Amount by (ii) the number of outstanding shares of Company Common Stock as of the Closing (on a fully diluted basis and including any Down Round Shares).

“Financial Statements” shall have the meaning set forth in Section 3.4(a).

“Financing Documents” shall mean LEC’s and its Affiliates’ third party financing documents and any subsequent refinancing thereof.

“Foreign Authorities” shall have the meaning set forth in Section 6.2.

“Founding Companies” shall have the meaning set forth in the recitals of the Agreement.

“FPA” means the Federal Power Act, enacted as the Federal Water Power Act in 1920, as amended.

“Fractional Equivalent Amount” shall mean an amount of cash equal to (a) the fractional remainder of a share of LEC Stock (after taking into account and aggregating all shares of Company Common Stock and Company Warrants exchanged by such Participating Securityholder) to which such Participating Securityholder would otherwise be entitled, multiplied by (b) the IPO Price.

“Fully Diluted Basis” shall mean the Company Common Stock assuming all Company Warrants have been exercised.

“Fundamental Representations” shall mean the representations and warranties of the Company in Section 3.1 (No Subsidiaries; Due Incorporation; Etc.), Section 3.2 (Certificate of Incorporation and Bylaws), Section 3.3 (Capitalization, Etc.), Section 3.17 (Tax Matters), Section 3.22 (Authority; Binding Nature of Agreement), Section 3.23 (Vote Required) and Section 3.27 (Financial Advisor).

“GAAP” shall mean United States generally accepted accounting principles.

“Government Bid” shall mean any offer made by Company, which, if accepted, would result in a Government Contract.

“Government Contract” shall mean any Contract with a Governmental Body.

“Government Official” shall mean (a) any officer or employee of any Governmental Body, (b) any person acting in an official capacity on behalf of a Governmental Body, (c) any officer or employee of a Person that is majority or wholly owned by a Governmental Body, (d) any officer or employee of a public international organization, such as the World Bank or the United Nations, (e) any political party or official thereof, or any person acting in an official capacity on behalf of a political party or (f) any candidate for political office.

“Governmental Body” shall mean any national, federal, regional, state, provincial, local, or foreign or other governmental authority or instrumentality, legislative body, court, administrative agency, regulatory body, commission or instrumentality, including any multinational authority having governmental or quasi-governmental powers, or any other industry self-regulatory authority.

“GSE DevCo Developer Services Agreement” shall mean any agreement or other arrangement pursuant which GSE DevCo was or is to provide developer or other services to any Project Company or its Subsidiary, or otherwise with respect to a Project.

“GSE Devco Transaction” shall have the meaning set forth in Section 6.18.

“Hazardous Substance” shall mean petroleum, petroleum hydrocarbons or petroleum products, petroleum by-products, radioactive materials, asbestos or asbestos-containing materials, gasoline, diesel fuel, pesticides, indoor concentrations of radon, urea formaldehyde, indoor concentrations of mold, lead or lead-containing materials, polychlorinated biphenyls; and any other chemicals, materials, substances or wastes in any amount or concentration which are regulated under or for which liability can be imposed under any Environmental Law.

“HSR Act” shall mean the Hart-Scott-Rodino Anti-Trust Improvements Act of 1976, as amended.

“Indemnification Demand” shall have the meaning set forth in Section 9.1(d).

“Indemnified Party” shall mean a LEC Indemnified Party or a Seller Indemnified Party, as applicable.

“Indemnifying Party” shall have the meaning set forth in Section 9.1(d).

“Indemnity Escrow Amount” shall have the meaning set forth in Section 2.9(a).

“Indemnity Threshold” shall have the meaning set forth in Section 9.3(e).

“Information Statement” shall have the meaning set forth in Section 3.25.

“Insurance Policies” shall have the meaning set forth in Section 3.20.

“Intellectual Property” shall mean all intellectual property rights, protected, created, or arising under the Laws of any jurisdiction throughout the world, including the following: (a) Trademarks and internet domain names, Internet websites, IP addresses, and URLs; (b) Patents and patent disclosures; (c) copyrights and copyrightable works (including but not limited to all translations, compilations, arrangements, adaptations, and derivative works thereof); (d) registrations and applications for any of the foregoing; (e) trade secrets and confidential or proprietary information (including but not limited to inventions, ideas, research and development, know-how, formula, composition, manufacturing and production process or technique, technical data, design, drawing, specification, customer or supplier list, pricing and cost information, financial, business and marketing plans and proposals, and related information) (collectively, “Trade Secrets”); (f) all other intellectual property and proprietary rights, including design rights, moral rights and waivers of such rights by others, and the rights of publicity and privacy; (g) the right to sue and recover damages, attorneys’ fees and costs for past infringement or other violations; (h) computer software (including but not limited to all software implementations of algorithms, specifications, models and methodologies, source code, object code, and related data, databases, and documentation) (collectively, “Software”); (i) any and all goodwill associated with each of the foregoing; and (j) any and all copies or tangible embodiment of each of the foregoing.

“IPO” shall mean the initial public offering of LEC Stock pursuant to the Registration Statement.

“IPO Price” shall mean the price for LEC Stock received by LEC in the IPO, net of any underwriting discounts and commissions.

“ITC” means an investment tax credit pursuant to Code Sections 38(b)(1), 46 and 48(a).

“ITC Amount” means for each Project an amount that is equal to 30% of the Qualified Investment for such Project.

“ITC Eligible Property” means property that (a) is described in Code Section 48(a)(3)(A)(i), (b) “solar energy property” or “wind property” as defined under Treasury Regulation and (c) is “5-year property” under Code Section 168(e)(3)(B)(vi)(I).

“Joinder” shall mean that certain joinder to this Agreement to be executed by the Participating Securityholders substantially in the form attached hereto as Exhibit F.

“Knowledge of the Company” shall mean the actual knowledge of a fact or other matter, after reasonable due inquiry, of any one of the following individuals: Stephen Clevett and Joseph Duey.

“Knowledge of LEC” shall mean the actual or knowledge of a fact or other matter, after reasonable due inquiry, of any one of the following individuals: James Lavelle, Carl Weatherly-White, Bruce Tang and Dana Griffith.

“Law” or “Laws” shall mean any international, multinational, national, federal, state, regional, local, municipal, foreign or other law, statute and subordinate legislation, constitution, principle of common law, ordinances, orders, codes, common law, rule, regulation, ruling, requirement, guidance or guideline issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Body.

“LEC” shall have the meaning set forth in the preamble of the Agreement.

“LEC Disclosure Schedule” shall mean the disclosure schedule that has been prepared by LEC and delivered to the Company on the date of the Agreement.

“LEC Fundamental Representations” shall mean the representations set forth in Section 4.1 (Due Incorporation; Subsidiaries), Section 4.2 (Authority; Binding Nature of Agreement) and Section 4.5 (Capitalization of LEC and Newco Corp).

“LEC Indemnified Party” shall have the meaning set forth in Section 9.1(a).

“LEC Material Adverse Effect” shall have the meaning set forth in Section 4.3.

“LEC Stock” shall mean the common stock, par value $0.01 per share, of LEC.

“Letter of Transmittal” shall mean that certain letter of transmittal to be executed by the Company Stockholders substantially in the form attached hereto as Exhibit C.

“Liability” shall mean with respect to any Person any liability, indebtedness, obligation, commitment, expense, claim, deficiency, guaranty or endorsement of or by such Person of any type whether accrued, absolute, contingent, matured, unmatured, liquidated, unliquidated, known or unknown, or whether or not required by GAAP to be reflected on a balance sheet, or in the footnotes to a balance sheet, of the Company or any Company Subsidiary.

“Lien” shall mean any security interest, pledge, mortgage, lien, charge, covenant, equitable interest, option, preference, priority, right of first refusal, adverse claim of ownership or use, restriction on transfer (such as a right of first refusal or other similar rights), servitude, easement, right of way, defect of title or other similar encumbrance of any nature whatsoever (whether absolute or contingent).

“Market Capitalization” shall mean the total number of shares of LEC Stock outstanding immediately following the consummation of the IPO and the transactions contemplated by this Agreement and all Consummated Other Agreements multiplied by the price at which such shares were offered in the IPO.

“Material Contract” shall mean any Contract to which the Company or any Company Subsidiary is a party or has rights or by which any of its properties or assets are otherwise bound of the following categories:

(i) any Contract (or group of related Contracts) that require payments by or to the Company in excess of $50,000 in any calendar year, including any Contract (or group of related Contracts) for the purchase or sale of real property, raw materials, goods, commodities, utilities, equipment, supplies, products or other personal property, or for the provision or receipt of services;

(ii) (A) any Contract relating to the acquisition or disposition by the Company or any Company Subsidiary of any operating business or material assets; (B) any Contract relating to the acquisition or disposition by the Company or any Company Subsidiary of any operating business or material assets under which the Company or any Company Subsidiary has any executory covenants or indemnification or other obligations or rights (including put or call options); or (C) any Contract under which the Company or any Company Subsidiary has any indemnification or other obligations;

(iii) (A) any guaranty, surety or performance bond or letter of credit issued or posted, as applicable, by the Company or any Company Subsidiary; (B) any Contract evidencing Debt of the Company or any Company Subsidiary or providing for the creation of or granting any Lien upon any of the property or assets of the Company or any Company Subsidiary (excluding Permitted Encumbrances); (C) any Contract (1) relating to any loan or advance to, or investment in, any Person which is outstanding as of the date of the Agreement (other than immaterial advances to employees and consultants in the ordinary course of business consistent with past practices) or (2) obligating or committing the Company or any Company Subsidiary to make any such loans, advances or investments; (D) any currency, commodity or other hedging or swap Contract and (E) any Contract under which any Person has directly or indirectly guaranteed Debt of the Company or any Company Subsidiary (collectively, “Material Debt Contracts”);

(iv) any Contract (A) containing covenants restricting or purporting to restrict competition which, in either case, have, would have or purport to have the effect of prohibiting the Company or any Company Subsidiary or any of their respective Affiliates (including LEC, the Surviving Corporation and their respective Affiliates after the Closing) from engaging in any business or activity in any geographic area or other jurisdiction; (B) any Contract in which the Company or any Company Subsidiary has granted “exclusivity” or that requires the Company or any Company Subsidiary to deal exclusively with, or grant exclusive rights or rights of first refusal to, any customer, vendor, supplier, distributor, contractor or other Person; (C) any Contract containing a “most-favored-nation”, best pricing or other similar term or provision by which another party to such Contract or any other Person is, or would become, entitled to any benefit,

right or privilege which, under the terms of such Contract, must be at least as favorable to such party as those offered to another Person; or (D) containing any “non-solicitation” or “no-hire” provisions or covenants running in favor of another Person operating in the industry in which the Company operates;

(v) (A) all Company IP Agreements (excluding any licenses for generally-commercially-available, off-the-shelf Software and agreements for Public Software); (B) any lease, sublease, rental or occupancy agreement, license, installment, and conditional sale agreement or agreement under which the Company is lessee or lessor of, or owns, uses or operates any leasehold or other interest in any real or personal property; (C) any power of attorney granted by the Company or any Company Subsidiary; (D) that if terminated, or if such Material Contract expired without being renewed, would have a Company Material Adverse Effect; (E) between the Company or any Company Subsidiary, on the one hand, and any current or former director, officer, Company Employee, advisor, consultant or Affiliate of the Company, on the other (including employment, severance, retention, bonus, indemnification or other Contracts); (F) containing an option (other than a Company Option) in favor of a party other than the Company or grants any right of first refusal or right of first offer, right of first negotiation or similar right in favor of a party other than the Company or that limits or purports to limit the ability of the Company or any Company Subsidiary to own, operate, sell, transfer, pledge or otherwise dispose of any material amount of their assets or businesses; (G) any Government Contract or Government Bid; (H) any Contract involving a confidentiality, standstill or similar arrangement; (I) any Principal Project Document; (J) creating or purporting to create any partnership, joint venture, strategic alliance or joint development or any sharing of profits, losses, costs or liabilities by the Company or any Company Subsidiary with any third party; (K) any Contract that provides for “earn-outs” or other contingent payments by or to the Company or any Company Subsidiary; or (L) any other Contracts (other than those described in any of clauses (i) through (v)) material to the Company or entered into outside of the ordinary course of business of the Company other than any such Contract terminable by the Company without penalty on 90 days’ or shorter notice.

“Merger” shall have the meaning set forth in the recitals of the Agreement.

“Newco Corp” shall have the meaning set forth in the preamble of the Agreement.

“Non-Shareholder Warrantholders” shall have the meaning set forth on Section 10.1(f) of the Company Disclosure Schedule.

“1934 Act” shall mean the Securities Exchange Act of 1934, as amended.

“Non-Accredited Company Holder” shall have the meaning set forth in Section 2.6(c)(i).

“Non-controlling Party” shall have the meaning set forth in Section 9.1(c).

“Non-Dissenting Stockholder” shall mean each stockholder of the Company that does not perfect such stockholder’s appraisal rights under the DGCL and is otherwise entitled to receive consideration pursuant to Section 2.1.

“Other Agreements” shall have the meaning set forth in the recitals of the Agreement.

“Other Founding Companies” shall mean all of the Founding Companies other than the Company.

“Participating Securityholders” shall mean each Non-Dissenting Stockholder and each Warrant Holder, as of immediately prior to the Effective Time.

“Patents” shall mean (a) all national, regional and international patents and patent applications, including provisional patent applications, utility models or other similar rights; (b) all patent applications filed either from such patents, patent applications or other provisional applications or from an application claiming priority from either of these, including divisionals, continuations, continuations-in-part, substitutions, patents-of-addition, provisionals, converted provisionals, and continued prosecution applications; (c) any and all patents that have issued or in the future issue from the foregoing patent applications described in clauses (a) and (b), including utility models, petty patents and design patents and certificates of invention; (d) any and all extensions or restorations by existing or future extension or restoration mechanisms, including revalidations, reissues, re-examinations and extensions (including any supplementary protection certificates and the like) of the foregoing patents or patent applications described in clauses (a), (b) and (c); and (e) any and all rights and priorities afforded under any Law with respect to the foregoing.

“Payment Agent” shall mean SunTrust Bank, a Georgia banking corporation, in its capacity as payment agent hereunder.

“Payment Agent Agreement” shall mean a payment agent agreement in substantially the form attached to the Agreement as Exhibit E.

“Pending Claims Amount” shall have the meaning set forth in Section 2.9(c).

“Permitted Encumbrances” shall mean: (a) Liens for current Taxes not yet due and payable or that are being contested in good faith by appropriate proceedings; (b) statutory or common law Liens to secure obligations to landlords, lessors or renters under leases or rental agreements incurred in the ordinary course of business; (c) deposits or pledges made in connection with, or to secure payment of, workers’ compensation, unemployment insurance or similar programs mandated by applicable Law or governmental regulations incurred in the ordinary course of business; (d) statutory or common law Liens in favor of carriers, warehousemen, mechanics and materialmen, to secure claims for labor, materials or supplies, and other like Liens incurred in the ordinary course of business; (e) easements, reservations, rights-of-way, restrictions, minor defects or irregularities in title and other similar Liens affecting real property not interfering in any material respect with the ordinary conduct of the business of the Company and any Company Subsidiary or materially detracting from the value of the property upon which such encumbrance exists; and (f) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods.

“Permitted Indebtedness” shall mean a Debt facility entered into with Net Life Financial or its Affiliates on the following terms: (a) such facility must be in an aggregate principal amount not to exceed $53 million, (b) such facility must be the only Company Assumed Indebtedness as of the Effective Time (any other Debt would be Company Retired Indebtedness), (c) such facility must have an interest rate of no more than 4.5% per annum and no less than a 30 year repayment term, (d) such facility must not have any prepayment penalty, fees or charges, (e) such facility must not require any post-closing fees or expenses associated with the facility, (f) such facility must otherwise be on substantially similar terms as the Bridge Bank facility, and (e) a detailed term sheet for such facility must be executed no later than March 19, 2015. The foregoing shall not be “Permitted Indebtedness” if no earlier than March 19, 2015, LEC delivers a notice to the Company stating that the Company must enter into the definitive documentation for such Permitted Indebtedness within five (5) Business Days of such notice and the Company does not enter into such definitive documentation within such period.

“Per Share Closing Date Stock Consideration” shall mean the Total Adjusted Uplift Value, divided by all of the Company Common Stock outstanding as of immediately prior to the Effective Time on a Fully Diluted Basis.

“Per Share Closing Date Warrant Consideration” shall mean (a) the Per Share Closing Date Stock Consideration minus (b) the applicable exercise price per share of such Company Warrant.

“Per Share Consideration” shall mean (a) the Per Share Closing Date Stock Consideration, plus (b) (i) any release of any cash or shares of LEC Stock, as applicable, from the Indemnity Escrow Amount to the Participating Securityholders in accordance with this Agreement and the Escrow Agreement, divided by (ii) all of the Company Common Stock outstanding as of immediately prior to the Effective Time on a Fully Diluted Basis, plus (c) (i) any release from the Stockholders’ Representative Reserve to the Participating Securityholders in Accordance with this Agreement divided by (ii) all of the Company Common Stock outstanding as of immediately prior to the Effective Time on a Fully Diluted Basis, plus (d) (i) any Post-Closing Adjustment payable to the Participating Stockholders divided by (ii) all of the Company Common Stock outstanding as of immediately prior to the Effective Time on a Fully Diluted Basis.

“Per Share Warrant Consideration” shall mean (i) the product of (A) the Exercisable Shares, multiplied by (B) the Per Share Closing Date Warrant Consideration, plus (ii) the product of (A) the Exercisable Shares multiplied by (B) (x) the amount of any release of any cash or shares of LEC Stock, as applicable, from the Indemnity Escrow Amount to the Participating Securityholders in accordance with this Agreement and the Escrow Agreement, divided by (y) all of the Company Common Stock outstanding as of immediately prior to the Effective Time on a Fully Diluted Basis, plus (iii) the product of (A) the Exercisable Shares multiplied by (B) (x) the amount of any release from the Stockholders’ Representative Reserve to the Participating Securityholders in accordance with this Agreement divided by (y) all of the Company Common

Stock outstanding as of immediately prior to the Effective Time on a Fully Diluted Basis, plus (iv) the product of (A) the Exercisable Shares multiplied by (B) (x) the amount of any Post-Closing Adjustment payable to the Participating Stockholders divided by (y) all of the Company Common Stock outstanding as of immediately prior to the Effective Time on a Fully Diluted Basis.

“Post-Closing Adjustment” shall have the meaning set forth in Section 2.6(i)(ii).

“Post-Closing Adjustment Escrow Amount” shall have the meaning set forth in Section 2.9(a).

“Post-Closing Adjustment Notice” shall have the meaning set forth in Section 2.6(i)(i).

“Post-Signing Transfers” shall have the meaning set forth in Section 2.6(i).

“Power Purchase Agreements” means the power purchase agreements (and any related amendments or modifications) as more specifically identified on Section 3.10(a) of the Company Disclosure Schedule.

“Power Purchaser” shall mean the purchaser of power under the applicable Power Purchase Agreement.

“Pre-Change Loss” shall mean the amount of the “pre-change loss” of the Company and the Subsidiaries as determined pursuant to Section 382(d)(1) of the Code.

“Pre-Closing Period” shall mean the period from the date of this Agreement through the earlier of the Effective Time or the termination of this Agreement pursuant to Section 10.1.

“Pricing” shall mean the date of determination by LEC and the Underwriters of the public offering price of the shares of LEC Stock in the IPO; the parties hereto contemplate that the Pricing shall take place on or immediately prior to the Closing Date.

“Primary Company Subsidiaries” shall mean GSE Operations Company, LLC, GSE NC 1, LLC, GSE NM 1, LLC, GSE MA 1, LLC, GSE MA 2, LLC and GSE Development LLC.

“Principal Project Documents” shall mean all Contracts and other documents relating to the installation, operation, maintenance, testing, repair and use of the Projects, including power purchase agreements, interconnection agreements, installation agreements, real property leases, O&M agreements, engineering, procurement and construction contracts, net metering agreements and outlet transmission agreements.

“Project” shall mean each of the small scale solar photovoltaic projects as described on Exhibit G.

“Project Companies” shall mean Sunrise NC Alexander Lessee, LLC, Sunrise NC Daughter Lessee, LLC, Sunrise NC Martin Lessee, LLC, Sunrise NC Hindsman Lessee, LLC, Sunrise NC RKAN Lessee, LLC, Sunrise NC Shields Lessee, LLC.

“Pro Rata Fraction” shall have the meaning set forth in Section 9.3(c).

“Public Software” shall mean any Software that contains, or is derived in any manner (in whole or in part) from, any Software that is distributed as free computer software, open source Software or similar licensing or distribution models, including Software licensed or distributed under any of the licenses or distribution models identified by the Open Source Initiative at http://www.opensource.org/licenses/alphabetical, or any similar license or distribution model.

“PUHCA” means the Public Utility Holding Company Act of 1935, as amended.

“Qualified Investment” means for each Project the cost basis of ITC Eligible Property with respect to the applicable Project.

“Qualifying Facility” shall mean an electric generating facility designated as a “Qualifying Facility” under the Public Utility Regulatory Policies Act of 1978.

“Real Property Leases” shall have the meaning set forth in Section 3.7(b).

“Registration Statement” shall mean that certain registration statement of LEC on Form S-1 covering the IPO.

“Release” shall mean any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, migrating, leaching, dumping, or disposing of a Hazardous Substance.

“Release Obligation” shall have the meaning set forth in the Letter of Transmittal.

“Required Company Stockholder Vote” shall have the meaning set forth in Section 3.23.

“Required Stockholders” shall mean the Participating Securityholders who immediately prior to the Effective Time held shares of Company Capital Stock that constitute the Required Company Stockholder Vote.

“Restricted Cash” means any cash, cash equivalents or marketable securities that are subject to a restriction or limitation of any kind, including (i) cash securing letter of credit obligations, vender, customer or other security deposits, (ii) cash held as collateral or as a customer retention or other holdback, (iii) Condemnation and Insurance Proceeds, (iv) the amount of any repatriation costs and expenses, including taxes, associated with repatriating any Cash and (v) cash otherwise restricted as determined in accordance with GAAP, but not including Tax Equity Cash.

“SEC” shall mean the United States Securities and Exchange Commission.

“Series A Preferred Aggregate Liquidation Preference” means the Series A Preferred Per Share Liquidation Preference multiplied by the number of issued and outstanding shares of Series A Preferred Stock.

“Series A Preferred Per Share Liquidation Preference” means the amount payable to a holder of a share of Company Series A Preferred Stock upon consummation of the Merger pursuant to the certificate of incorporation of the Company, as amended and in effect immediately prior to the Closing.

“Seller Indemnified Party” shall have the meaning set forth in Section 9.1(b).

“Site” shall mean any real properties currently or previously owned, leased, occupied or operated by: (i) the Company or any Company Subsidiaries; (ii) any predecessors of the Company or any of Company Subsidiary Subsidiaries; or (iii) any entities previously owned by the Company or any Company Subsidiary, in each case, including all soil, subsoil, surface waters and groundwater thereat.

“Stockholder Matter” shall mean (a) any failure of any Participating Securityholder to have good, valid and marketable title, free and clear of all Liens, to the Company Capital Stock, or Company Warrants, as the case may be, issued in the name of such Person and issued and outstanding immediately prior to the Effective Time; or (b) any claim by a Company Stockholder or holder of Company Warrants or former Company Stockholder or former holder of Company Warrants, or by any other Person, seeking to assert, or based upon: (i) ownership or rights to ownership of any shares of Company Capital Stock or Company Warrants, including with respect to any Post-Signing Transfer; (ii) any right of a Company Stockholder or holder of Company Warrants in their capacity as such (other than the right to receive the cash or stock required to be paid with respect to such Company Capital Stock, or Company Warrants, as the case may be, in the amount and at the times contemplated by this Agreement), including any option, preemptive right or right to notice or to vote; (iii) if and to the extent not otherwise covered by the Company’s insurance policies with respect to directors’ and officers’ liability, any right under the Company’s certificate of incorporation or bylaws or under any indemnification agreement between such Person and the Company; (iv) any claim that its Capital Stock or Company Warrants were wrongfully repurchased, cancelled, converted or exchanged, including any Post-Closing Transfer or any of the transactions contemplated by Section 2.6 (v) an inaccuracy or error in the allocation of the cash and stock consideration among the Participating Securityholders, or any other inaccuracy or error in the calculation, item or amount set forth on any Allocation Schedule delivered by the Company or the Stockholders’ Representative, as the case may be, pursuant to Section 2.6(i); or (vi) the Down-Round Protection, including, without limitation, the issuance of the Down-Round Shares.

“Stockholders’ Representative” shall have the meaning set forth in Section 2.8(a).

“Stockholders’ Representative Expenses” shall have the meaning set forth in Section 2.8(d).

“Stockholders’ Representative Reserve” shall have the meaning set forth in Section 2.8(d).

“Subsidiary” of any Person means any corporation, general or limited partnership, joint venture, limited liability company, limited liability partnership or other Person that is a legal entity, trust or estate of which (or in which) (a) the issued and outstanding capital stock having ordinary voting power to elect a majority of the board of directors (or other body performing similar functions) of such corporation or other Person (irrespective of whether at the time capital stock of any other class or classes of such corporation or other Person shall or might have voting power upon the occurrence of any contingency), (b) more than 50% of the interest in the capital or profits of such partnership, joint venture or limited liability company or (c) more than 50% of the beneficial interest in such trust or estate, is at the time of determination directly or indirectly owned or controlled by such Person. In addition and for the avoidance of doubt, the entities set forth on Section 3.1(b) of the Company Disclosure Schedule are each a Company Subsidiary.

“Superior Proposal” means a bona fide written Takeover Proposal involving the direct or indirect acquisition pursuant to a tender offer, exchange offer, merger, consolidation or other business combination, of all or substantially all of the Company’s consolidated assets or a majority of the outstanding Company Common Stock, that the Company Board determines in good faith (after consultation with outside legal counsel) is more favorable from a financial point of view to the holders of Company Common Stock than the transactions contemplated by this Agreement, taking into account (a) all financial considerations, (b) the identity of the third party making such Takeover Proposal, (c) the anticipated timing, conditions (including any financing condition or the reliability of any debt or equity funding commitments) and prospects for completion of such Takeover Proposal, (d) the other terms and conditions of such Takeover Proposal and the implications thereof on the Company, including relevant legal, regulatory and other aspects of such Takeover Proposal deemed relevant by the Company Board and (e) any revisions to the terms of this Agreement and the Merger proposed by LEC during the Notice Period set forth in Section 5.2(d).

“Surviving Corporation” shall have the meaning set forth in Section 1.1.

“Takeover Proposal” shall mean, other than the transactions contemplated by the Agreement, (a) any proposal or offer from any Person or group of Persons (other than LEC or its Affiliates or their respective representatives) for (i) any acquisition by such Person or group of Persons of a substantial amount of assets of the Company having a fair market value (as determined by the board of directors of the Company in good faith) in excess of 20% of the fair market value of all the assets of the Company immediately prior to such acquisition or more than a 20% interest in the total voting securities of the Company or (ii) any tender offer, exchange offer or other transaction that if consummated would result in any Person or group of Persons beneficially owning 20% or more of any class of equity securities of the Company or (b) any proposal or offer with respect to any merger, consolidation, or business combination of the Company with any unaffiliated third party, other than the transactions contemplated by the Agreement or the Voting Agreements.

“Tax” or “Taxes” shall mean (a) any and all federal, state, local, or foreign net income, alternative or add-on minimum tax, gross income, gross receipts, sales, use, value added tax, goods and services tax, ad valorem, transfer, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, municipal tax, municipal surcharge premium, property, escheat, unclaimed property, environmental or windfall profit tax, custom duty or other tax, social security contributions, or any other taxes, assessments, customs, duties, fees, levies, or other governmental charges of any nature whatever, whether disputed or not,, together with any interest or any penalty, addition to tax or additional amount imposed by any Governmental Body, (b) any liability for the payment of any amounts of the type described in clause (a) of this sentence as a result of being a member of an affiliated, consolidated, combined, unitary or aggregate group for any taxable period, and (c) any liability for the payment of any amounts of the type described in clause (a) or (b) of this sentence as a result of being a transferee of or successor to any Person or as a result of any express obligation to indemnify any other Person.

“Tax Equity Agreement” shall mean the Investment Agreement dated as of December 23, 2011, by and between GSE NC 1, LLC, a Delaware limited liability company, the Company, and Red Stone Renewable Energy Fund, LLC, a North Carolina limited liability company

“Tax Equity LLC Agreements” shall mean (a) the Limited Liability Company Agreement of GSE NC 1, LLC dated as of December 23, 2011 by and among GSE NC 1, LLC, the Company, and Red Stone Renewable Energy Fund, LLC, (b) the Amended and Restated Limited Liability Company Agreement of Sunrise Energy Ventures New Mexico, LLC dated February 12, 2013, by and among Sunrise Energy Ventures New Mexico, LLC, GSE NM1, LLC as the managing member, and Krumland Solar Advantages, LLC as a member, and (c) the Second Amended and Restated Limited Liability Company Agreement of SEV NM Phase 2, LLC dated as of June 18, 2014, by and among SEV NM Phase 2, LLC, GSE NM1, LLC as the managing member, and Krumland Solar Advantages, LLC as a member.

“Tax Equity Cash” shall mean cash, in an amount not to exceed $500,000 held either in an account of GSE Devco if GSE Devco is a Company Subsidiary prior to Closing or transferred to an account of the Company if GSE Devco is not a Company Subsidiary prior to Closing, securing pre-Closing Liabilities of the Company and the Company Subsidiaries under the Tax Equity Agreement.

“Tax Equity Liabilities” shall mean all pre-Closing Liabilities of the Company and the Company Subsidiaries under the Tax Equity Agreement and the Tax Equity LLC Agreements, as well as all Liabilities of the Company and the Company Subsidiaries under the Tax Equity Agreement and Tax Equity LLC Agreements resulting from the consummation of the transactions contemplated by this Agreement.

“Termination Fee” shall have the meaning set forth in Section 10.3(a).

“Total Base Value” shall mean the product of (a) the quotient of (i) GSE PMV by (ii) Total PMV multiplied by (b) the product of Market Capitalization multiplied by 0.8.

“Total PMV” shall mean the sum of the private equity market values of all of the projects acquired pursuant to Consummated Other Agreements and this Agreement as set forth on a written notice to be provided by LEC to the Seller at least two (2) days prior to the Closing Date.

“Total Adjusted Uplift Value” shall mean an amount equal to: (a) the Total Uplift Value, minus (b) the sum of (i) the Post-Closing Adjustment Escrow Amount, plus (ii) the Indemnity Escrow Amount, plus (iii) Company Retired Indebtedness as set forth on the Closing Financial Certificate, plus (iv) Unpaid Company Expenses as set forth on the Closing Financial Certificate, plus (c) the aggregate exercise price for all Company Warrants, plus (d) the Cash as set forth on the Closing Financial Certificate, plus (e) the Company Current Assets as set forth on the Closing Financial Certificate, minus (f) the Company Current Liabilities as set forth on the Closing Financial Certificate, minus (g) the Stockholders’ Representative Reserve, as set forth on the Closing Financial Certificate, minus (h) the Series A Preferred Aggregate Liquidation Preference.

“Total Uplift Value” (a) in the event that Total Base Value minus the Company Assumed Indebtedness is less than (i) the product of GSE PMV multiplied by 1.15 minus (ii) the Company Assumed Indebtedness, then the Total Uplift Value shall be an amount equal to (x) GSE PMV multiplied by 1.15 plus (y) the NOL Value less (z) the Company Assumed Indebtedness; (b) in the event that Total Base Value minus the Company Assumed Indebtedness is (i) equal to or greater than (A) the product of GSE PMV multiplied by 1.15 minus (B) the Company Assumed Indebtedness and (ii) equal to or less than (A) the product of GSE PMV multiplied by 1.4 minus (B) the Company Assumed Indebtedness, then the Total Uplift Value shall be an amount equal to (x) the Total Base Value plus (y) the NOL Value less (z) the Company Assumed Indebtedness; and (c) in the event that Total Base Value minus the Company Assumed Indebtedness is greater than the (i) the product of GSE PMV multiplied by 1.4 minus (ii) the Company Assumed Indebtedness, then the Total Uplift Value shall be an amount equal to (x) GSE PMV multiplied by 1.4 plus (y) the NOL Value less (z) the Company Assumed Indebtedness.

“Trademarks” shall mean all trademarks, service marks, trade dress, corporate names, trade names, logos and slogans, and all other designations of source (and all translations, adaptations, derivations and combinations of, and goodwill associated with the foregoing).

“Unaudited Balance Sheet” shall have the meaning set forth in Section 3.4(a).

“Underwriters” shall mean the prospective underwriters in the IPO, as identified in the Registration Statement.

“Underwriting Agreement” shall mean the underwriting agreement to be entered into by the Company and the Underwriters in respect of the IPO.

“Unpaid Company Expenses” shall mean the sum of (a) the aggregate out-of-pocket expenses, fees and disbursements (including travel, lodging, entertainment and associated expenses) of all attorneys, accountants, investment bankers and other advisers and agents of the Company incurred by or on behalf of, or paid or to be paid by the Company or any Company Subsidiary in connection with the negotiation, execution, delivery and performance of the Agreement through the Effective Time, (b) all sale, “stay-around,” retention, or similar bonuses

or payments to current or former directors, officers, employees and consultants of the Company or any Company Subsidiary paid as a result of or in connection with the transactions contemplated hereby pursuant to agreements between the Company and any Person in existence prior to the Effective Time and (c) all fees payable to any Company Stockholder or Warrant Holder paid as a result of or in connection with the transactions contemplated hereby, in each case to the extent that such fees, expenses, bonuses and disbursements have not been paid by the Company in cash on or prior to the determination of Cash set forth on the Closing Financial Certificate.

“Voting Agreements” shall have the meaning set forth in the recitals of the Agreement.

“Warrant Cancellation Agreement” shall mean that certain letter of transmittal to be executed by the Warrant Holders substantially in the form attached hereto as Exhibit I.

Debt created, incurred, assumed or permitted to exist under any of the following Contracts (as amended, supplemented, amended and restated or otherwise modified from time to time), except any Debt which has resulted from a default or event of default (or any analogous concept) under such Contract:

This Letter of Transmittal (this “Letter of Transmittal”) must be completed, signed and delivered to SunTrust Bank at the address set forth above if (i) you hold certificates formerly representing shares of (a) Series A Preferred Stock, $0.001 par value per share, of Green States Energy, Inc. (the “Company” and such preferred stock, the “Series A Preferred Stock”); and/or (b) Common Stock, $0.001 par value per share, of the Company (the “Common Stock” and collectively with the Series A Preferred Stock, the “Capital Stock”) that are to be surrendered for payment of merger consideration and/or (ii) you hold a warrant to purchase shares of Capital Stock (“Warrants” and any Warrants or Capital Stock are referred to as “Securities” and any owner of one or more Securities, a “Securityholder”).

Delivery of this Letter of Transmittal to an address other than as set forth above will not constitute a valid delivery. The Instructions to this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed. If shares of Capital Stock or Warrants are held under different names, a separate Letter of Transmittal must be submitted for each different holder in whose name the Company security is registered or granted. The method of delivery for certificates representing Series A Preferred Stock or Common Stock and for Warrants is at the option and risk of the owner thereof.

YOU MUST COMPLETE, SIGN AND RETURN THIS LETTER OF TRANSMITTAL WITH YOUR CERTIFICATES AND WARRANTS, WARRANT CANCELLATION AGREEMENT (IF APPLICABLE AND TO THE EXTENT NOT PREVIOUSLY DELIVERED), AND IRS FORM W-9 (OR OTHER APPLICABLE IRS FORM) TO BE ELIGIBLE TO RECEIVE THE APPLICABLE MERGER CONSIDERATION DESCRIBED HEREIN AND SET FORTH IN THE MERGER AGREEMENT.

If the Merger Agreement is terminated for any reason and the Merger does not occur,

your Capital Stock and Warrants will not be converted into the right to receive

In accordance with the Agreement and Plan of Merger, dated March , 2015 (as may be amended from time to time, the “Merger Agreement”), by and among LightBeam Electric Company (“LEC”), a Delaware corporation, GS Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of LEC (“Merger Sub”), the Company and AEP Holdings LLC, a New Jersey limited liability company (solely in its capacity as the Stockholders’ Representative (as defined in the Merger Agreement)), in connection with the merger of Merger Sub with and into the Company, (a) the certificates (each, a “Certificate”) formerly representing shares of (i) Series A Preferred Stock described below under “Description of Certificates and Capital Stock Surrendered”; and/or (ii) Common Stock described below under “Description of Certificates and Capital Stock Surrendered”; and/or (b) Warrants described below under “Description of Warrants Surrendered” are hereby surrendered (the securities described in clauses (a)-(b) are collectively referred to as the “Surrendered Securities”) and delivered to SunTrust Bank (the “Payment Agent”) to be exchanged for the consideration described in Sections 2.1, 2.3 and 2.6, as applicable, of the Merger Agreement (the “Merger Consideration”), subject to the terms and conditions of the Merger Agreement and this Letter of Transmittal.

The undersigned surrenders to the Payment Agent all right, title and interest in and to the Surrendered Securities and irrevocably constitutes and appoints the Payment Agent lawful attorney-in-fact of the undersigned, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to effect the cancellation of any Surrendered Securities on the books of the Company in exchange for the consideration payable under the Merger Agreement. Immediately upon the closing of the merger of Merger Sub with and into the Company (the “Merger”), all prior powers of attorney, proxies and consents given by the undersigned with respect to the Surrendered Securities tendered herewith will, without further action, be revoked and no subsequent powers of attorney, proxies, consents or revocations may be given (and, if given, will not be deemed effective) by the undersigned in respect of such Surrendered Securities. The undersigned acknowledges that (a) as described in the Merger Agreement, the undersigned’s rights to the Surrendered Securities have terminated and ceased to be of any further force or effect, and the undersigned does not have any rights with respect thereto, other than the right to receive the applicable portion of the Merger Consideration payable under the Merger Agreement upon proper surrender thereof, subject to the terms and conditions of the Merger Agreement and this Letter of Transmittal and (b) the undersigned’s rights set forth in the Merger Agreement, including the right to receive the applicable portion of the Merger Consideration on the terms and subject to the conditions set forth in the Merger Agreement, constitutes the undersigned’s sole and exclusive right against LEC, Merger Sub, the Stockholders’ Representative and the surviving corporation in the Merger (the “Surviving Corporation”) in respect of the undersigned’s ownership of the Surrendered Securities identified hereunder, including, without limitation, under or in connection with any other contract, agreement or instrument with the Company pertaining to any of the Capital Stock or Warrants or the undersigned’s status as a holder of shares of Capital Stock or Warrants.

The undersigned: (a) acknowledges its prior receipt of a copy of the Merger Agreement, a dissenter’s right notice pursuant to Section 262 of the General Corporation Law of the State of Delaware describing certain aspects of the Merger Agreement, the Merger and the transactions

related thereto and has had an opportunity to ask questions of a representative of the Company concerning the Merger; (b) accepts and agrees to be bound by the Merger Agreement, including Sections 2.6, 2.8, 3.30, 6.17, 9, and 11.16 thereof; (c) approves the appointment of and hereby appoints AEP Holdings LLC, a New Jersey limited liability company (or its successor as appointed pursuant to the Merger Agreement) as Stockholders’ Representative on behalf of the undersigned and as the attorney-in-fact and agent for and on behalf of the undersigned with respect to the Merger Agreement and all other matters as set forth in Section 2.8 of the Merger Agreement, and the taking by such Stockholders’ Representative of any and all actions and the making of any decisions required or permitted to be taken by the Stockholders’ Representative under the Merger Agreement in accordance with Section 2.8 thereof (including, without limitation, the right to take any action that the Stockholders’ Representative may determine to be necessary, desirable or appropriate in connection with any claim (i) for indemnification made by a LEC Indemnified Party (as defined in the Merger Agreement) under Section 9 of the Merger Agreement and (i) relating to the adjustments contemplated under Sections 2.6 or 2.9 of the Merger Agreement); and (d) waives any and all appraisal and dissenters’ rights that may be exercised by it under Delaware law and withdraws, and agrees not to assert, any objections to the Merger and/or demands for appraisal, if any, with respect to the Securities owned by the undersigned and any claims against the Company, LEC or the Surviving Corporation with respect to the allocation of Merger Consideration in accordance with the provisions of the Merger Agreement.

IN ORDER TO ENSURE THE DELIVERY OF THE MERGER CONSIDERATION DUE TO THE UNDERSIGNED UNDER SECTIONS 2.1, 2.3 AND 2.6, AS APPLICABLE, OF THE MERGER AGREEMENT, THE UNDERSIGNED MUST INFORM THE PAYMENT AGENT AND STOCKHOLDERS’ REPRESENTATIVE OF ANY CHANGES OF ADDRESS AFTER THE DATE HEREOF BY A WRITTEN NOTICE TO THE PAYMENT AGENT AT THE ADDRESS ON THE FRONT PAGE OF THIS LETTER OF TRANSMITTAL. SUNTRUST BANK, AS PAYMENT AGENT, WILL RELY ON THE PAYMENT INSTRUCTIONS SET FORTH IN THIS LETTER OF TRANSMITTAL, AND NONE OF THE PAYMENT AGENT, LEC, MERGER SUB OR THE SURVIVING CORPORATION WILL HAVE ANY DUTY OR OBLIGATION TO AUTHENTICATE SUCH PAYMENT INSTRUCTIONS OR THE AUTHORIZATION THEREOF. THE PERSON SIGNING THIS LETTER OF TRANSMITTAL IS RESPONSIBLE FOR THE ACCURACY OF THE PAYMENT INSTRUCTIONS.

The undersigned represents and warrants to LEC, Merger Sub, the Company and the Stockholders’ Representative, the following:

The undersigned covenants with, and for the benefit of, LEC, Merger Sub, the Company and the Stockholders’ Representative as follows:

If the undersigned is either: (i) an individual who is a United States citizen or United States resident alien; (ii) a corporation, partnership, company or association created or organized in the United States or under the laws of the United States; (iii) an estate (other than a foreign estate) or (iv) a domestic trust (as defined in Treasury Regulations section 301.7701-7) (a “U.S. Person”), the undersigned agrees to deliver to the Payment Agent with this Letter of Transmittal, a duly executed, correct and complete, IRS Form W-9. If the undersigned is not a U.S. Person, the undersigned agrees to deliver to the Payment Agent with this Letter of Transmittal a duly executed, correct and complete, IRS Form W-8 appropriate for the undersigned.

The undersigned understands that surrender of the Capital Stock and Warrants is not made until receipt by the Payment Agent of this Letter of Transmittal duly completed and signed, together with any Certificates representing any shares of Capital Stock and Warrants being surrendered, or a duly completed and signed Affidavit and Indemnification of Lost Certificate(s)/Warrant(s), a copy of which is enclosed herewith, a duly completed and signed Warrant Cancellation Agreement, substantially in the form of Exhibit A hereto (the “Warrant Cancellation Agreement”), if applicable and to the extent not previously delivered, and any reasonable additional documentation (including the applicable IRS forms) required by this Letter of Transmittal. The undersigned hereby acknowledges that delivery of the Letter of Transmittal shall be effected and risk of loss and title to the Surrendered Securities shall pass only upon proper delivery thereof to the Payment Agent.

LEC and the Payment Agent reserve the right to reject any and all Certificates representing shares of Capital Stock and Warrants not reasonably deemed to be in proper form or to waive any irregularities or defects in the surrender of any Capital Stock or Warrants (so long as LEC and the Payment Agent act in good faith and consult with the Stockholders’ Representative). A surrender or delivery will not be deemed to have been made until all irregularities have been cured by the undersigned or waived by LEC (which shall not be unreasonably delayed, conditioned or withheld).

Unless the undersigned indicates otherwise under “Special Wire Transfer Instructions” or “Special Payment Instructions,” as applicable, the cash portion of payment, if any, and the payment of LEC Stock, together representing the Merger Consideration into which the Surrendered Securities have been converted (collectively, “Payment”), will be payable to the registered holder(s) appearing under “Description of Certificates and Capital Stock Surrendered” and/or “Description of Warrants Surrendered” below. Similarly, unless otherwise indicated herein under “Special Delivery Instructions” or “Wire Instructions,” as applicable, any Payment will be mailed to the address of the registered holder(s) in accordance with the Instructions appearing under “Description of Certificates and Capital Stock Surrendered” and/or “Description of Warrants Surrendered.”

The undersigned acknowledges that, once accepted in accordance with this Letter of Transmittal, the surrender of any Certificates representing Capital Stock or Warrants pursuant to this Letter of Transmittal is irrevocable. All authority conferred or agreed to be conferred in this Letter of Transmittal and every obligation of the undersigned hereunder will be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and will not be affected by, and will survive, the death or incapacity of the undersigned.

Any term or provision of this Letter of Transmittal that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or any other jurisdiction.

You must complete, sign and return this Letter of Transmittal with your Certificates and Warrants, Warrant Cancellation Agreement (if applicable and to the extent not previously delivered), IRS Form W-9 (or other applicable IRS Form), to be eligible to receive your applicable portion of the Merger Consideration described herein and as set forth in the Merger Agreement. Failure to do so will result in you being paid no payment for your Capital Stock and Warrants.

If the Merger Agreement is terminated for any reason and the Merger does not occur, your Capital Stock and Warrants will not be converted into the right to receive Merger Consideration and this Letter of Transmittal will be null and void.

¨ Check this box if you have attached hereto and signed a page listing additional Certificates.

* If any Surrendered Securities are registered in different names on several Certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different names registered.

** If Certificates have been lost, damaged or stolen, complete, sign and have notarized the Affidavit and Indemnification of Lost Certificate(s)/Warrant(s) enclosed herewith and send the affidavit along with this Letter of Transmittal to the Payment Agent. See Instruction 5.

¨ Check this box if you have attached hereto and signed a page listing additional Warrants.

* If any Warrants have been granted in different names on several Warrants, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different names on issued Warrants.

Must be signed by the registered holder(s) exactly as name(s) appear(s) on Certificate(s) by person(s) authorized to become registered holder(s) by documents transmitted herewith. If signed by an attorney-in-fact, trustee, executor, administrator, guardian, officer of a corporation or other person acting in a fiduciary or representative capacity, please provide name, title telephone number and Tax Identification or Social Security Number below. See Instructions, 1, 2, and 4 under “Instructions for Completing Letter of Transmittal.”

* If you have completed this box, your signature on this Letter of Transmittal must be guaranteed by an Eligible Institution.

(Print or Type Name of Eligible Institution. “Eligible Institution” is defined in Instruction 3 on page 15 )

Complete the box below only if undersigned resides in any community property state and the Surrendered Securities are subject to community property laws.

Under U.S. federal income tax law, a holder of the Surrendered Securities may be subject to backup withholding on any Payments such holder receives in connection with the Merger. In order to avoid such withholding, the holder must provide the Payment Agent with a duly executed, complete and correct, IRS Form W-9 if such holder is a U.S. Person. A copy of IRS Form W-9 is included with this letter of transmittal. Please follow the instructions to IRS Form W-9 carefully when completing the form. You must provide your taxpayer identification number on IRS Form W-9 and make certain certifications under penalties of perjury.

If a holder does not provide the Payment Agent with a correct TIN, the IRS may subject the holder to a $50 penalty. In addition, Payments that are made to such holder with respect to Surrendered Securities exchanged pursuant to the Merger Agreement may be subject to backup withholding, currently at a 28% rate. Backup withholding is not an additional tax. Rather, the United States federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the IRS provided that the required information is timely furnished to the IRS.

Certain holders (including, among others, corporations and foreign individuals and entities) are exempt from the backup withholding and reporting requirements. Exempt holders should indicate their exempt status on Form W-9 in accordance with the Form W-9 instructions. A holder that is not a U.S. Person must submit a Form W-8 BEN, signed under penalty of perjury, attesting to such person’s exempt status. A Form W-8 BEN can be obtained at the link below. Please note that there are additional Form W-8’s if the W-8 BEN does not apply to your particular situation. The additional forms can be accessed at the following IRS links:

Please review the enclosed IRS Form W-9 instructions or consult the instructions for your applicable IRS Form W-8 for additional details.

NONE OF LEC, MERGER SUB, THE SURVIVING CORPORATION, THE COMPANY OR THE STOCKHOLDERS’ REPRESENTATIVE IS GIVING ANY TAX ADVICE IN CONNECTION WITH THE MERGER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY. YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISORS REGARDING THE TAX CONSEQUENCES OF SUCH TRANSACTIONS.

This Affidavit and Indemnification of Lost Certificate(s)/Warrant(s) (“Affidavit”) is regarding Certificates representing shares of common stock, $0.001 par value per share, of Green States Energy, Inc. (the “Company”) and/or shares of Series A Preferred Stock, $0.001 par value per share and/or Warrants of the Company, as evidenced by the certificate numbers listed below (the “Certificates”) and/or Warrants which are issued in the name of _________________________________ (“Securityholder”) and the number of shares as set forth below:

If the Securityholder is a corporate entity: The Securityholder hereby represents and warrants, and the undersigned officer of the Securityholder (“Officer”), being duly sworn, hereby affirms, to LightBeam Electric Company, LightBeam Electric, LLC, GS Acquisition Corporation, the Company and SunTrust Bank, as Payment Agent, the below items 1-6:

If the Securityholder is an individual: This Affidavit is executed by me in such capacities. I am of lawful age and have personal knowledge of the facts and circumstances hereinafter set forth below and being duly sworn, affirm the below items 1-6:

1. Securityholder is the legal and beneficial owner of the Certificate(s) and/or Warrant(s) listed above and the shares (the “Securities”) of the Company evidenced thereby and entitled to the possession of the Certificate(s) and/or Warrant(s).

2. This Affidavit is made in connection with the redemption of the Certificate(s) and/or Warrant(s) referenced above.

3. I have made or caused to be made a diligent search for the original of the Certificate(s) and/or Warrant(s) and have been unable to locate same. None of the Certificate(s), Warrants(s), the Securities or any interest in the Certificate(s), Warrant(s) or Securities has been sold, assigned, endorsed, transferred, deposited under any agreement, hypothecated, pledged, canceled or disposed of in any manner by me. No person, entity or governmental authority, other than me, has or has asserted any right, title, claim, equity or interest in, to or respecting the Certificate(s), Warrant(s) or the Securities.

4. In the event the original Certificate(s) or Warrant(s) comes into my possession, I will deliver it or cause it to be delivered to SunTrust Bank, as Payment Agent, or its successor, in order that same may be canceled.

5. I hereby agree to indemnify and defend each of SunTrust Bank, as Payment Agent, the Company, LightBeam Electric Company, GS Acquisition Corporation and each of their respective affiliates, directors, officers, employees or agents and any other person acting on behalf of or at the request, together with any successors and assigns of any of the foregoing, to hold each harmless from and against any and all cost, claim, liability, loss or damage whatsoever which each may suffer or incur as a result of (a) the failure of any statement, representation or warranty set forth in this Affidavit to be true, accurate or complete, as of any date or time and (b) my inability to locate the Certificate(s) and/or Warrant(s), including but not limited to that which may result from any claim of ownership of the Certificate(s), Warrant(s) or Securities or any interest in the Certificate(s), Warrant(s) or Securities.

IN WITNESS WHEREOF, the Securityholder(s) have caused this Affidavit and Indemnification of Lost Certificate(s)/Warrant(s) to be duly executed as of the day and year written below.

The foregoing instrument was subscribed, sworn to and acknowledged before me this___ day of ____________, 2015, by ______________________.

THIS ESCROW AGREEMENT (this “Escrow Agreement”) is entered into and effective this ______ day of ___________, 2015, by and among Lightbeam Electric Company, a Delaware corporation (“LEC”) and AEP Holdings LLC, a New Jersey limited liability company (“Stockholders’ Representative” and together with LEC, the “Parties”, and individually, a “Party”) and SunTrust Bank, a Georgia banking corporation, as escrow agent (“Escrow Agent”). Capitalized terms used in this Agreement but not defined herein are used as they are defined in the Merger Agreement.

WHEREAS, pursuant to that certain Agreement and Plan of Merger dated as of March __, 2015 (the “Merger Agreement”) by and among LEC, GS ACQUISITION CORPORATION, a Delaware corporation and a wholly owned subsidiary of LEC (“Newco Corp”), GREEN STATES ENERGY INC., a Delaware corporation (the “Company”) and the Stockholders’ Representative;

WHEREAS, pursuant to the Merger Agreement, the Participating Securities will receive cash or shares of LEC common stock;

WHEREAS, as contemplated in the Merger Agreement, the Parties desire to deposit with the Escrow Agent (a) cash in the amount of $[ ] ( the “Post-Closing Adjustment Escrow Amount”), (b) cash in the amount of [ ] (the “Indemnity Cash Escrow Amount”), and (c) [ ] shares of LEC common stock (the “Indemnity Share Escrow Amount”), each amount to be held, disbursed and, in the case of the Post-Closing Adjustment Escrow Amount and the Indemnity Cash Escrow Amount, invested by the Escrow Agent in accordance with this Escrow Agreement; and

WHEREAS, the Parties acknowledge that the Escrow Agent is not a party to, and has no duties or obligations under, the Merger Agreement, that all references in this Escrow Agreement to the Merger Agreement are for convenience only, and that the Escrow Agent shall have no implied duties beyond the express duties set forth in this Escrow Agreement.

NOW, THEREFORE, in consideration of the premises herein, the Parties and the Escrow Agent agree as follows:

1.1. The Parties hereby appoint the Escrow Agent as their escrow agent for the purposes set forth herein, and the Escrow Agent hereby accepts such appointment under the terms and conditions set forth herein.

1.2 Pursuant to Section 2.9 of the Merger Agreement, on the date of this Escrow Agreement, LEC shall remit to the Escrow Agent, (i) an amount of cash equal to the Post-Closing Adjustment Escrow Amount and (ii) an amount equal to 17.5% of Total Uplift Value (the “Indemnity Escrow Amount”), of which (A) a portion shall be a single share certificate representing in the aggregate the Indemnity Share Escrow Amount (the “Escrow Shares”), which certificate shall be issued in the name of “SunTrust Bank”, and (B) a portion shall be in cash in an amount be equal to the Indemnity Cash Escrow

Amount. All cash remitted to the Escrow Agent shall be delivered using the wire instructions below, to be held by the Escrow Agent and invested and disbursed as provided in this Escrow Agreement. The Escrow Agent shall hold the Post-Closing Adjustment Escrow Amount in one account (the “Post-Closing Adjustment Escrow Account”), the cash portion of the Indemnity Escrow Amount in another account (the “Indemnity Cash Escrow Account”), and stock portion of the Indemnity Escrow Amount in another account (the “Indemnity Share Escrow Account”, and together with the Indemnity Cash Escrow Account, the “Indemnity Escrow Account”).

1.3. If any Post-Closing Adjustment (as such term is defined in the Merger Agreement) is due to LEC pursuant to Section 2.6(j)(ii)(B), (D) or (E) of the Merger Agreement, the Stockholders’ Representative shall deliver written instructions to the Escrow Agent to release an amount equal to the Post-Closing Adjustment to LEC from the Post-Closing Adjustment Escrow Account. Such amount shall be distributed to LEC within two (2) Business Days of Escrow Agent’s receipt of such notice from the Stockholders’ Representative. [If any Post-Closing Adjustment is owed by LEC pursuant to Section 2.6(j)(ii)(A), (C) or (F) of the Merger Agreement, then LEC shall deposit an amount equal to the Post-Closing Adjustment with Escrow Agent by wire transfer in accordance with the wire transfer instructions set forth above within ten (10) Business Days following the applicable final determination of such amount and the Escrow Agent shall within two (2) Business Days of its receipt of such funds pay and distribute such funds to the Participating Securityholders in accordance with the Allocation Schedule.]¹

1.4 Within two Business Days of receipt of either (a) joint written instructions signed by an authorized representative of the each of the Parties (“Joint Instructions”) set forth on such Party’s Certificate of Incumbency provided to the Escrow Agent pursuant to Section 4.13, or (b) a Final Decision (as defined below), in each case specifying the amount of the disbursement (the “Indemnity Claim Amount”) and containing instructions for payment of the disbursement, the Escrow Agent shall: disburse funds as provided in the Joint Instructions or Final Decision, as the case may be, to LEC in the sum of (x) the Cash Claim Portion (as defined below) from the Indemnity Cash Escrow Amount, and (y) the Liquidated Stock Claim Portion (as defined below) from the Indemnity Share Escrow Amount.

For purposes of this Escrow Agreement, “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which the Escrow Agent located at the notice address set forth in Section 4.5 is authorized or required by law or executive order to remain closed.

For purposes of this Escrow Agreement, “Final Decision” shall mean a written final order of a court of competent jurisdiction delivered by a Party to the Escrow Agent and accompanied by a written opinion from legal counsel for such Party to the effect that such order is final and not subject to further proceedings or appeal and a written instruction from such Party to the Escrow Agent to effectuate such order, and accompanied by a written instruction from such Party to the Escrow Agent to effectuate such order. The Escrow Agent shall be entitled conclusively to rely upon any such instruction and shall have no responsibility to make any determination as to whether such order is from a court of competent jurisdiction or is a final order.

For purposes of this Escrow Agreement, the “Cash Claim Portion” with respect to an Indemnity Claim Amount shall be set forth in the Joint Instructions and shall equal the product of (a) the Indemnity Claim Amount payable to LEC, multiplied by (b) XX% (the “Cash Percentage”). [NOTE: This percentage shall be equal to 100% minus the Closing Date Stock Percentage, as defined in the Merger Agreement].

For purposes of this Escrow Agreement, the “Liquidated Stock Claim Portion”, with respect to an Indemnity Claim Amount shall be set forth in the Joint Instructions and shall equal the product of (a) the Indemnity Claim Amount that is payable to LEC, multiplied by (b) XX% (the “Stock Percentage”). [NOTE: This percentage shall be equal to the Closing Date Stock Percentage, as defined in the Merger Agreement] The Stockholders’ Representative shall direct the Escrow Agent in writing to deliver to sell the requisite number of shares of stock (as set forth in such written direction) that are part of the Indemnity Share Escrow Amount necessary to yield an amount of cash equal to the Liquidated Stock Claim Portion plus the reasonable brokers fees associated with the sale of such shares. In connection with any sale of the Escrow Shares pursuant to this Escrow Agreement, the Escrow Agent shall be entitled to receive and rely upon, prior to taking action in that regard, written direction from the Stockholders’ Representative as to the manner and method to be undertaken in carrying out such sale, including without limitation written direction (1) identifying the number of shares to be sold, (2) requesting the Escrow Agent to use a brokerage firm identified by the Stockholders’ Representative therein, or requesting the Escrow Agent to use its affiliated brokerage service, and (3) setting forth any necessary or special instructions with respect to the sale (including any stop loss or minimum price per share instruction); and the Stockholders’ Representative shall execute and deliver any instruments reasonably required by the Escrow Agent in order to carry out such sale or liquidation.

In the event that the Stockholders’ Representative and the Escrow Agent are unable to cause the liquidation of the Escrow Shares within ten (10) days after either (a) an agreement between the Stockholders’ Representative and LEC that LEC is entitled to indemnification pursuant to the Merger Agreement, or (b) a Final Decision, then LEC may, in its sole discretion, direct the Escrow Agent to remit Escrow Shares to pay such indemnity claim in an amount equal to the quotient of (A) the dollar amount for which payment is required under the Merger Agreement, divided by (B) the product of (1) the market closing price or last sale price of a share of Escrow Shares on the day immediately prior to the day that payment for such claim is to be made (or if such day is not a Business Day, on the immediately preceding Business Day) multiplied by (2) ninety percent (90%).

The Escrow Agent shall have no responsibility in connection with such sale other than to make delivery of the Escrow Shares to the selected brokerage firm, with instruction (including any special instruction provided by the Stockholders’ Representative), and to receive and deposit into the Escrow Account (to be administered and distributed in accordance with this Agreement) as part of the Escrow Property, any net sale proceeds received therefrom. The Escrow Agent shall have no duty or obligation to determine or accomplish compliance with any applicable transfer restrictions; and it shall be the sole obligation of the party directing such sale to take any remaining actions, and to provide or deliver any necessary instruments or opinions (at its expense) necessary to comply with applicable transfer restrictions or applicable securities laws. The Escrow Agent shall have no liability for any actions or omissions of any such brokerage firm, and shall have no liability for the price or execution achieved. Without limiting the generality of the foregoing, the Stockholders’ Representative expressly acknowledges that (a) the Escrow Shares may be sent to a transfer agent to be reissued in saleable form, (b) the Escrow Shares may contain or be subject to transfer restrictions that may limit their marketability and impose restrictions upon the number or types of purchasers to whom they can be offered or sold, and (c) the Escrow Agent shall have no liability for any failure or delay (or any price change during any such delay) on the part of the Stockholders’ Representative or any transfer agent, or caused by any necessary registration or delivery procedures, or compliance with any applicable transfer restrictions involved in the transfer of such Escrow Shares.

The Escrow Agent shall be entitled to contract with any brokerage firm (which may be selected by the Escrow Agent without liability on its part, taking into consideration any brokerage firm requested by the Stockholders’ Representative, as provided above), which may be affiliated with the Escrow Agent, and may enter into any such contract on a “best efforts” basis with the brokerage firm. The Escrow Agent shall be indemnified hereunder for any costs, expenses and risks associated therewith or arising thereunder (other than resulting from its own gross negligence or willful misconduct), and the proceeds of sale to which the Stockholders’ Representative shall be entitled shall be net of all brokerage commissions and charges.

Any excess cash amounts that are remaining after payment of the Indemnity Claim Amount shall be deposited into the Indemnity Cash Escrow Account and shall be used to pay other Indemnity Claim Amounts, if any, to the extent the Indemnity Share Escrow Amount is not sufficient.

1.5 If LEC has or claims to have amounts for which it is or may be entitled to indemnification under the Merger Agreement, LEC shall deliver on or prior to the Release Date, as defined below, a written claim notice (a “Claim Notice”) to the Stockholders’ Representative and the Escrow Agent. Each Claim Notice shall include the amount claimed (the “Claimed Amount”) and payment instructions for the Claimed Amount.

1.6 On or prior to [DATE] [NOTE: To be date that is 18 months after the date of this Agreement] ( the “Release Date”), the Parties shall deliver Joint Instructions to the Escrow Agent instructing the Escrow Agent to release (a) the Indemnity Cash Escrow Amount in accordance with the Allocation Schedule delivered to the Escrow Agent pursuant to Section 2.6(i) of the Merger Agreement and (b) subject to Section 1.8, the Indemnity Share Escrow Amount in accordance with the Allocation Schedule delivered to the Escrow Agent pursuant to Section 2.6(i) of the Merger Agreement, in each case, that is not subject to a Claim Notice.

1.7 With respect to any portion or all of a Claimed Amount, upon the date that the Escrow Agent receives (1) Joint Instructions or (2) a Final Decision, the Escrow Agent shall distribute the remaining balance in the Indemnity Escrow Account as directed in such Joint Instructions or Final Decision. If any amounts are to be distributed to the Participating Shareholders, such amounts shall be distributed in accordance with the Allocation Schedule.

1.8 Any distribution of all or a portion of the Escrow Shares to the Participating Securityholders shall be made by delivery of the stock certificate held by the Escrow Agent representing the Escrow Shares to the Company or transfer agent, endorsed for transfer, with instruction to the Company or transfer agent to transfer and issue aggregate number of Escrow Shares being distributed, allocated among the Participating Securityholders based upon his or her pro rata share according to the percentages set forth on Allocation Schedule, in each case by issuing to each such Participating Securityholder a stock certificate representing such allocated shares, registered in his or her name set forth on Allocation Schedule and mailed by first class mail to such Participating Securityholders’ address set forth on Allocation Schedule (or to such other address as the Stockholdres’ Representative may have previously instruct the Escrow Agent in writing); and, if less than all the then remaining Escrow Shares are to be so distributed and transferred, the Escrow Agent shall instruct the Company or transfer agent to issue and return to the Escrow Agent (or its nominee, if the Escrow Agent shall so instruct) a stock certificate representing the remaining Escrow Shares. The Escrow Agent shall have no liability for the actions or omissions of, or any delay on the part of, the Company or transfer agent in connection with the foregoing.

1.9 Any distribution of all or a portion of the Escrow Shares to LEC in resolution of a Claim under Section 1.4 or 1.7 of this Agreement shall be made by delivery of the stock certificate held by the Escrow Agent representing the Escrow Shares to LEC, endorsed for transfer; and, if less than all the then remaining Escrow Shares are to be so distributed and transferred, the Escrow Agent shall instruct LEC to issue and return to the Escrow Agent (or its nominee, if the Escrow Agent shall so instruct) a stock certificate representing the remaining Escrow Shares. The Escrow Agent shall have no liability for the actions or omissions of, or any delay on the part of, LEC in connection with the foregoing.

1.9 The Escrow Agent shall not be under any duty to take any action to preserve, protect, exercise or enforce any rights or remedies under or with respect to the Escrow Shares (including without limitation with respect to the exercise of any voting or consent

rights, conversion or exchange rights, defense of title, preservation of rights against prior matters or otherwise). Notwithstanding the foregoing, if the Escrow Agent is so requested in a written request of the Stockholders’ Representative received by the Escrow Agent at least three (3) Business Days prior to the date on which the Escrow Agent is requested therein to take such action (or such later date as may be acceptable to the Escrow Agent), the Escrow Agent shall execute and deliver to the Stockholders’ Representative a proxy or other instrument in the form supplied to it by the Stockholders’ Representative for voting or otherwise exercising any right of consent with respect to any of the Escrow Shares held by it hereunder, to authorize therein the Stockholder’s Representative to exercise such voting or consent authority in respect of the Escrow Shares (provided that the Escrow Agent shall not be obliged to execute any such proxy or other instrument if, in its judgment, the terms thereof may subject the Escrow Agent to any liabilities or obligations in its individual capacity).

1.10 While the shares of LEC common stock are held by the Escrow Agent, any dividends, whether cash dividends or stock dividends, stock splits, and any other distributions from or under the Escrow Shares, received by the Escrow Agent from time to time during the term of this Agreement shall be added to and become a part of the Escrow Property (and, as such, shall become subject to the terms of this Agreement).

1.11 The Stockholders’ Representative agrees that the Participating Securityholders shall be solely responsible for providing, at its cost and expense, any certification, opinion of counsel or other instrument or document necessary to comply with or satisfy any transfer restrictions to which the Indemnity Share Escrow Amount are subject, including without limitation any opinion of counsel required to be delivered pursuant to any restrictive legend appearing on the certificate evidencing the shares in connection with any transfer or disposition contemplated by this Agreement. Any such opinion of counsel shall include the Escrow Agent as an addressee or shall expressly consent to the Escrow Agent’s reliance thereon.

1.12 The Escrow Agent shall effect the delivery of share certificates contemplated herein by Federal Express. The Escrow Agent shall have no liability with respect to the delivery of such certificates or with respect to lost certificates arising by virtue of or in connection with such delivery. The Parties jointly and severally agree to indemnify, defend and hold harmless the Escrow Agent for all claims, losses, damages or liabilities arising directly or indirectly from the Escrow Agent’s undertaking to deliver share certificates in accordance with the provisions of this Escrow Agreement.

2.1. This Escrow Agreement expressly and exclusively sets forth the duties of the Escrow Agent with respect to any and all matters pertinent hereto, which duties shall be deemed purely ministerial in nature, and no implied duties or obligations shall be read into this Escrow Agreement against the Escrow Agent. The Escrow Agent shall in no event be deemed to be a fiduciary to any Party or any other person or entity under this Escrow Agreement. The permissive rights of the Escrow Agent to do things enumerated in this Escrow Agreement shall not be construed as duties. In performing its duties under

this Escrow Agreement, or upon the claimed failure to perform its duties, the Escrow Agent shall not be liable for any damages, losses or expenses other than damages, losses or expenses which have been finally adjudicated by a court of competent jurisdiction to have resulted from the Escrow Agent’s willful misconduct or gross negligence. In no event shall the Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. The Escrow Agent shall not be responsible or liable for the failure of any Party to perform in accordance with this Escrow Agreement. The Escrow Agent shall have no liability with respect to the transfer or distribution of any funds effected by the Escrow Agent pursuant to wiring or transfer instructions provided to the Escrow Agent in accordance with the provisions of this Escrow Agreement. The Escrow Agent shall not be obligated to take any legal action or to commence any proceedings in connection with this Escrow Agreement or any property held hereunder or to appear in, prosecute or defend in any such legal action or proceedings.

2.2. The Escrow Agent acts hereunder as a depository only, and is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of this Escrow Agreement or any part thereof, or of any person executing or depositing such subject matter. No provision of this Escrow Agreement shall require the Escrow Agent to risk or advance its own funds or otherwise incur any financial liability or potential financial liability in the performance of its duties or the exercise of its rights under this Escrow Agreement.

2.3. This Escrow Agreement constitutes the entire agreement between the Escrow Agent and the Parties in connection with the subject matter of this Escrow Agreement, and no other agreement entered into between the Parties, or any of them, including, without limitation, the Merger Agreement, shall be considered as adopted or binding, in whole or in part, upon the Escrow Agent notwithstanding that any such other agreement may be deposited with the Escrow Agent or the Escrow Agent may have knowledge thereof.

2.4. The Escrow Agent shall in no way be responsible for nor shall it be its duty to notify any Party or any other person or entity interested in this Escrow Agreement of any payment required or maturity occurring under this Escrow Agreement or under the terms of any instrument deposited herewith.

2.5. The Escrow Agent shall be protected in acting upon any written instruction, notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other paper or document which the Escrow Agent in good faith believes to be genuine and what it purports to be, including, but not limited to, items directing investment or non-investment of funds, items requesting or authorizing release, disbursement or retainage of the subject matter of this Escrow Agreement and items amending the terms of this Escrow Agreement. The Escrow Agent shall be under no duty or obligation to inquire into or investigate the validity, accuracy or content of any such notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other paper or document. The Escrow Agent shall have no duty or obligation to make any formulaic calculations of any kind hereunder.

2.6. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through affiliates or agents. The Escrow Agent shall be entitled to seek the advice of legal counsel with respect to any matter arising under this Escrow Agreement and the Escrow Agent shall have no liability and shall be fully protected with respect to any action taken or omitted pursuant to the advice of such legal counsel. The Parties shall be jointly and severally liable for, and shall promptly pay, upon demand by the Escrow Agent, the reasonable and documented fees and expenses of any such legal counsel.

2.7. In the event of any disagreement between any of the Parties, or between any of them and any other person or entity, resulting in adverse claims or demands being made in connection with the matters covered by this Escrow Agreement, or in the event that the Escrow Agent is in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it, or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists, and in any such event, the Escrow Agent shall not be or become liable in any way or to any Party or other person or entity for its failure or refusal to act, and the Escrow Agent shall be entitled to continue to refrain from acting until (i) the rights of the Parties and all other interested persons and entities shall have been fully and finally adjudicated by a court of competent jurisdiction, or (ii) all differences shall have been adjudged and all doubt resolved by agreement among all of the Parties and all other interested persons and entities, and the Escrow Agent shall have been notified thereof in writing signed by the Parties and all such persons and entities. Notwithstanding the preceding, the Escrow Agent may in its discretion obey the order, judgment, decree or levy of any court, whether with or without jurisdiction, or of an agency of the United States or any political subdivision thereof, or of any agency of any State of the United States or of any political subdivision of any thereof, and the Escrow Agent is hereby authorized in its sole discretion to comply with and obey any such orders, judgments, decrees or levies. The rights of the Escrow Agent under this sub-paragraph are cumulative of all other rights which it may have by law or otherwise.

In the event of any disagreement or doubt, as described above, the Escrow Agent shall have the right, in addition to the rights described above and at the election of the Escrow Agent, to tender into the registry or custody of any court having jurisdiction, all funds and property held under this Escrow Agreement, and the Escrow Agent shall have the right to take such other legal action as may be appropriate or necessary, in the sole discretion of the Escrow Agent. Upon such tender, the Parties agree that the Escrow Agent shall be discharged from all further duties under this Escrow Agreement; provided, however, that any such action of the Escrow Agent shall not deprive the Escrow Agent of its compensation and right to reimbursement of expenses hereunder arising prior to such action and discharge of the Escrow Agent of its duties hereunder.

2.8. The Parties jointly and severally agree to indemnify, defend and hold harmless the Escrow Agent and each of the Escrow Agent’s officers, directors, agents and

employees (the “Indemnified Parties”) from and against any and all losses, liabilities, claims, damages, expenses and costs (including, without limitation, attorneys’ fees and expenses) of every nature whatsoever (collectively, “Losses”) which any such Indemnified Party may incur and which arise directly or indirectly from this Escrow Agreement or which arise directly or indirectly by virtue of the Escrow Agent’s undertaking to serve as Escrow Agent hereunder; provided, however, that no Indemnified Party shall be entitled to indemnity with respect to Losses that have been finally adjudicated by a court of competent jurisdiction to have been caused by such Indemnified Party’s gross negligence or willful misconduct.

Neither Party shall be liable under this indemnity with respect to any claim against the Escrow Agent unless the Parties are notified in writing of the written assertion of a claim against it, or of any action commenced against it, promptly The Parties shall be entitled to participate at their own expense in the defense of any such action, proceedings, suit or claim.

The provisions of this section shall survive the termination of this Escrow Agreement and any resignation or removal of the Escrow Agent.

2.9. Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business of the Escrow Agent may be transferred, shall be the Escrow Agent under this Escrow Agreement without further act.

2.10. The Escrow Agent may resign at any time from its obligations under this Escrow Agreement by providing written notice to the Parties. Such resignation shall be effective on the date set forth in such written notice, which shall be no earlier than thirty (30) days after such written notice has been furnished. In such event, the Parties shall promptly appoint a successor escrow agent. In the event no successor escrow agent has been appointed on or prior to the date such resignation is to become effective, the Escrow Agent shall be entitled to tender into the custody of any court of competent jurisdiction all funds and other property then held by the Escrow Agent hereunder and the Escrow Agent shall thereupon be relieved of all further duties and obligations under this Escrow Agreement; provided, however, that any such action of the Escrow Agent shall not deprive the Escrow Agent of its compensation and right to reimbursement of expenses hereunder arising prior to such action and discharge of the Escrow Agent of its duties hereunder. The Escrow Agent shall provide notice of any such tender to the Parties in accordance with Section 4.5 hereof. The Escrow Agent shall have no responsibility for the appointment of a successor escrow agent hereunder.

2.11 The Escrow Agent and any director, officer or employee of the Escrow Agent may become pecuniarily interested in any transaction in which any of the Parties may be interested and may contract and lend money to any Party and otherwise act as fully and freely as though it were not escrow agent under this Escrow Agreement. Nothing herein shall preclude the Escrow Agent from acting in any other capacity for any Party.

3.1. The Parties jointly and severally agree to pay to the Escrow Agent compensation, and to reimburse the Escrow Agent for costs and expenses, all in accordance with the provisions of Exhibit B hereto, which is incorporated herein by reference and made a part hereof. The fee agreed upon for the services rendered hereunder is intended as full compensation for the Escrow Agent’s services as contemplated by this Escrow Agreement; provided, however, that in the event that the conditions for the disbursement of funds are not fulfilled, or the Escrow Agent renders any service not contemplated in this Escrow Agreement, or there is any assignment of interest in the subject matter of this Escrow Agreement or any material modification hereof, or if any material controversy arises hereunder, or the Escrow Agent is made a party to any litigation pertaining to this Escrow Agreement or the subject matter hereof, then the Escrow Agent shall be compensated for such extraordinary services and reimbursed for all costs and expenses, including reasonable out-of-pocket attorneys’ fees and expenses, occasioned by any such delay, controversy, litigation or event. The provisions of this section shall survive the termination of this Escrow Agreement and any resignation or removal of the Escrow Agent.

4.1. The Escrow Agent shall make no disbursement, investment or other use of funds until and unless it has collected funds. The Escrow Agent shall not be liable for collection items until the proceeds of the same in actual cash have been received or the Federal Reserve has given the Escrow Agent credit for the funds.

4.2. Unless otherwise instructed in writing by the Parties, the Escrow Agent shall invest all cash funds held pursuant to this Escrow Agreement in the following selected SunTrust Bank deposit option :

As of the date of this Escrow Agreement, the investments in the SunTrust Institutional Money Market Deposit Option and the SunTrust Non-Interest Deposit Option are insured, subject to the applicable rules and regulations of the Federal Deposit Insurance Corporation (the “FDIC”), in the standard FDIC insurance amount of $250,000, including principal and accrued interest. Deposits in the SunTrust Institutional Money Market Deposit Option and the SunTrust Non-Interest Deposit Option are not secured. The SunTrust Institutional Money Market Deposit Option has monthly withdrawal/disbursement restrictions of a maximum of six per month and in the event the maximum is reached in any one calendar month, the funds will be moved to a SunTrust Bank non-interest bearing deposit option until the beginning of the following month unless an alternate investment vehicle is selected for this purpose.

Instructions to make any other investment must be in writing and signed by each of the Parties. The Parties recognize and agree that the Escrow Agent will not provide supervision, recommendations or advice relating to the investment of moneys held hereunder or the purchase, sale, retention or other disposition of any investment, and the Escrow Agent shall not be liable to any Party or any other person or entity for any loss incurred in connection with any such investment. The Escrow Agent is hereby authorized to execute purchases and sales of investments through the facilities of its own trading or capital markets operations or those of any affiliated entity. The Escrow Agent or any of its affiliates may receive compensation with respect to any investment directed hereunder including without limitation charging any applicable agency fee in connection with each transaction. The Escrow Agent shall use its best efforts to invest funds on a timely basis upon receipt of such funds; provided, however, that the Escrow Agent shall in no event be liable for compensation to any Party or other person or entity related to funds which are held un-invested or funds which are not invested timely. The Escrow Agent is authorized and directed to sell or redeem any investments as it deems necessary to make any payments or distributions required under this Escrow Agreement. Any investment earnings and income on the Escrow Fund shall become part of the Escrow Fund. The Escrow Agent shall not sell the Indemnity Share Escrow Amount except in the limited circumstances set forth in this Escrow Agreement.

4.3 The Escrow Agent shall provide monthly reports of transactions and holdings to the Parties as of the end of each month, at the address provided by the Parties in Section 4.5.

4.4 The Parties agree that all interest and income from the investment of the funds shall be reported as having been earned by LEC as of the end of each calendar year whether or not such income was disbursed during such calendar year and to the extent required by the Internal Revenue Service. On or before the execution and delivery of this Escrow Agreement, each of the Parties shall provide to the Escrow Agent a completed Form W-9 or Form W-8, whichever is appropriate. Notwithstanding anything to the contrary herein provided, except for the delivery of Form 1099’s, the Escrow Agent shall have no duty to prepare or file any Federal or state tax report or return with respect to any funds held pursuant to this Escrow Agreement or any income earned thereon. With respect to the preparation and delivery of Form 1099’s and all matters pertaining to the reporting of earnings on funds held under this Escrow Agreement, the Escrow Agent shall be entitled to request and receive written instructions from LEC, and the Escrow Agent shall be entitled to rely conclusively and without further inquiry on such written instructions. The Parties, jointly and severally, shall indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Escrow Fund or any earnings or interest thereon unless such tax, late payment, interest, penalty or other cost or expense was finally adjudicated by a court of competent jurisdiction to have been directly caused by the gross negligence of willful misconduct of the Escrow Agent. The indemnification provided in this section is in addition to the indemnification provided in Section 2.8 and shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement. Within 15 days following the end of each calendar quarter, the Escrow Agent shall deliver an amount equal to 40% of all earnings and interest accrued on the Escrow Fund during such quarter.

4.5. Any notice, request for consent, report, or any other communication required or permitted in this Escrow Agreement shall be in writing and shall be deemed to have been given when delivered (i) personally, (ii) by facsimile transmission with written confirmation of receipt, (iii) by electronic mail to the e-mail address given below, and written confirmation of receipt is obtained promptly after completion of the transmission, (iv) by overnight delivery with a reputable national overnight delivery service, or (v) by United States mail, postage prepaid, or by certified mail, return receipt requested and postage prepaid, in each case to the appropriate address set forth below or at such other address as any party hereto may have furnished to the other parties hereto in writing : {Please add telephone numbers for each notice party—just for contact purposes.}

Any party hereto may unilaterally designate a different address by giving notice of each change in the manner specified above to each other party hereto. Notwithstanding anything to the contrary herein provided, the Escrow Agent shall not be deemed to have received any notice, request, report or other communication hereunder prior to the Escrow Agent’s actual receipt thereof.

4.6. This Escrow Agreement is being made in and is intended to be construed according to the laws of the State of Delaware. Except as permitted in Section 2.9, neither this Escrow Agreement nor any rights or obligations hereunder may be assigned by any party hereto without the express written consent of each of the other parties hereto. This Escrow Agreement shall inure to and be binding upon the Parties and the Escrow Agent and their respective successors, heirs and permitted assigns.

4.7. The terms of this Escrow Agreement may be altered, amended, modified or revoked only by an instrument in writing signed by all the Parties and the Escrow Agent.

4.8. If any provision of this Escrow Agreement shall be held or deemed to be or shall in fact be illegal, inoperative or unenforceable, the same shall not affect any other provision or provisions herein contained or render the same invalid, inoperative or unenforceable to any extent whatsoever.

4.9. No party to this Escrow Agreement shall be liable to any other party hereto for losses due to, or if it is unable to perform its obligations under the terms of this Escrow Agreement because of, acts of God, fire, war, terrorism, floods, strikes, electrical outages, equipment or transmission failure, or other causes reasonably beyond its control.

4.10 This Escrow Agreement shall terminate on the the date on which all of the funds and property held by the Escrow Agent under this Escrow Agreement have been disbursed. Upon the termination of this Escrow Agreement and the disbursement of all of the funds and property held hereunder, this Escrow Agreement shall be of no further effect except that the provisions of Sections 2.8, 3.1 and 4.4 shall survive such termination.

4.11. All titles and headings in this Escrow Agreement are intended solely for convenience of reference and shall in no way limit or otherwise affect the interpretation of any of the provisions hereof.

4.12. This Escrow Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

4.13. Contemporaneously with the execution and delivery of this Escrow Agreement and, if necessary, from time to time thereafter, each of the Parties shall execute and deliver to the Escrow Agent a Certificate of Incumbency substantially in the form of Exhibit A-1 and A-2 hereto, as applicable (a “Certificate of Incumbency”), for the purpose of establishing the identity and authority of persons entitled to issue notices, instructions or directions to the Escrow Agent on behalf of each such party. Until such time as the Escrow Agent shall receive an amended Certificate of Incumbency replacing any Certificate of Incumbency theretofore delivered to the Escrow Agent, the Escrow Agent shall be fully protected in relying, without further inquiry, on the most recent Certificate

of Incumbency furnished to the Escrow Agent. Whenever this Escrow Agreement provides for joint written notices, joint written instructions or other joint actions to be delivered to the Escrow Agent, the Escrow Agent shall be fully protected in relying, without further inquiry, on any joint written notice, instructions or action executed by persons named in such Certificate of Incumbency.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the date first above written.

Client Name: _________________________________________________________________________________________

As an Authorized Officer of the above referenced entity, I hereby certify that each person listed below is an authorized signor for such entity, and that the title and signature appearing beside each name is true and correct.

IN WITNESS WHEREOF, this certificate has been executed by a duly authorized officer on:

Client Name: ________________________________________________________________________________________

IN WITNESS WHEREOF, this certificate has been executed by a duly authorized officer on:

THIS PAYING AGENT AGREEMENT (this “Agreement”) is entered into and effective this ____ day of _____________, 2015, by and among Green States Energy. Inc., a Delaware corporation (the “Company”), Lightbeam Electric Company, a Delaware corporation (the “Purchaser”), AEP Holdings LLC, a New Jersey limited liability company (the “Stockholder Representative”, and together with the Company and the Purchaser, the “Parties”, and individually, a “Party”) and SUNTRUST BANK, a Georgia banking corporation, as paying agent (“SunTrust”).

WHEREAS, pursuant to that certain Agreement and Plan of Merger dated March __, 2015 (the “Merger Agreement”), among the Purchaser, GS Acquisition Corporation., a Delaware corporation and a wholly owned subsidiary of the Purchaser (“Merger Sub”), Green States Energy. Inc., a Delaware corporation (the “Company”), and the Stockholder Representative, Merger Sub will be merged with and into the Company in a statutory merger (the “Merger”) that will result in the Company becoming a wholly owned subsidiary of the Purchaser;

WHEREAS, pursuant to the terms and conditions of the Merger Agreement, at the Effective Time (as defined in the Merger Agreement), each share of Company common stock (the “Company Stock”) that is issued and outstanding immediately prior to the Effective Time will be converted into the right to receive either a cash payment from the Purchaser or common stock of the Purchaser (“LEC Stock”) in accordance with the terms of the Merger Agreement;

WHEREAS, pursuant to the terms and conditions of the Merger Agreement and each outstanding warrant of the Company (the “Company Warrants”), at the Effective Time, each Company Warrant that is issued and outstanding immediately prior to the Effective Time will be converted into the right to receive either a cash payment from the Purchaser or LEC Stock in accordance with the terms of the Merger Agreement;

WHEREAS, pursuant to the terms and conditions of the Merger Agreement, at the Effective Time, each share of the Company’s Series A Preferred Stock (the “Company Series A Preferred”) that is issued and outstanding immediately prior to the Effective Time will be converted into the right to receive a cash payment from the Purchaser in accordance with the terms of the Merger Agreement;

WHEREAS, at the Effective Time, the Purchaser is obligated, subject to the terms and conditions of the Merger Agreement, to deposit the Exchange Fund (as defined below) with SunTrust; and

WHEREAS, the Merger Agreement provides for the appointment by the Company, the Purchaser and the Stockholder Representative of a paying agent for the payment of the Merger Consideration to the Participating Holders pursuant to the terms and conditions of the Merger Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the Company, the Purchaser, the Stockholder Representative and SunTrust agree as follows:

(a) The Parties hereby appoint SunTrust to serve as paying agent in accordance with the terms and conditions set forth in this Agreement, and SunTrust hereby accepts such appointment.

(b) The Purchaser shall provide to SunTrust, on the Closing Date (as defined in the Merger Agreement), the cash necessary to make the cash payments set forth in Section 4 (together with any cash or shares of LEC Stock deposited or caused to be deposited by LEC with the Paying Agent at a later time, pursuant to the terms of this Agreement, the “Exchange Fund”). The Exchange Fund shall be held by SunTrust until the Termination Date (as defined in Section 8 of this Agreement) and the distribution of any remaining amounts and certificates for LEC Stock then held by SunTrust under this Agreement in accordance with Section 8, in its capacity as paying agent, for and on behalf of the persons and entities listed on the Allocation Schedule, as defined below (the “Participating Holders”), and shall be disbursed only pursuant to the terms and conditions of this Agreement. The Purchaser shall fund the gross amount of funds and LEC Stock payable to such Participating Holders to SunTrust on the Closing Date. SunTrust shall make the payments of cash to Participating Holders net of any applicable withholding taxes as set forth on the Allocation Schedule, or as required as a result of the failure to provide a duly completed and executed Form W-9 or W-8, and shall remit such withholding taxes to the appropriate tax authorities in the amounts and as set forth on the Allocation Schedule. The Purchaser shall provide written notice to SunTrust of the Effective Time and the Closing Date. Until SunTrust receives written notice thereof from the Purchaser, SunTrust shall be entitled to assume that neither the Effective Time nor the Closing Date has occurred.

(c) SunTrust shall invest and reinvest cash in the Exchange Fund and all earnings accrued on the Exchange Fund (the “Earnings”) as instructed in writing by the Purchaser and initially in accordance with the Investment Selection Instructions attached hereto as Exhibit A, which is incorporated herein by reference. The Exchange Fund and the Earnings are referred to herein collectively as the “Investment Fund”.

(d) The Parties recognize and agree that SunTrust will not provide supervision, recommendations or advice relating to the investment of moneys held hereunder or the purchase, sale, retention or other disposition of any investment, and SunTrust shall not be liable to any Party or any other person or entity for any loss incurred in connection with any such investment, unless such loss is a result of the gross negligence or willful misconduct of SunTrust. SunTrust is hereby authorized to execute purchases and sales of investments through the facilities of its own trading or capital markets operations or those of any affiliated entity. SunTrust or any of its affiliates may receive compensation with respect to any investment directed hereunder including without limitation charging any applicable agency fee in connection with each transaction. SunTrust shall use its best efforts to invest funds on a timely basis upon receipt of such funds; provided, however, that SunTrust shall in no event be liable for compensation to any Party or other person or entity related to funds which are held un-invested or funds which are not invested timely. SunTrust is authorized and directed to sell or redeem any investments as it deems necessary to make any payments or distributions required under this Agreement.

(e) All Earnings will be the sole and exclusive property of the Purchaser. SunTrust will hold the Earnings in the Investment Fund until it releases any remaining part of the Exchange Fund to the Purchaser following the Termination Date in accordance with Section 8, at which time SunTrust will also concurrently distribute all Earnings to the Purchaser as set forth in Section 8.

(f) SunTrust shall deliver by overnight courier or first-class mail (if to a P.O. Box) to each Participating Holder at the address for such Participating Holder set forth on the Allocation Schedule: (i) a Letter of Transmittal and instructions with respect thereto provided to SunTrust by the Company; (ii) a notice provided to SunTrust by the Company advising such Participating Holder of the effectiveness of the Merger; (iii) such other materials relating to the exchange of certificates for Company Stock, Company Warrants and Company Preferred Stock (the “Certificates”) as the Company shall furnish to SunTrust for such purpose; and (iv) an envelope provided to SunTrust by the Company addressed to SunTrust for use by such Participating Holder to return such documents to SunTrust. The Company shall supply SunTrust with such number of copies of the materials described in clauses (i) through (iv) of the preceding sentence as SunTrust shall reasonably request in order to comply with the requirements of the preceding sentence. SunTrust shall complete such mailing by no later than two (2) Business Days (as defined below) after the Closing Date.

2. Examination of Stockholder Exchange Documents. SunTrust shall examine the Letters of Transmittal, the Forms W-9 or Forms W-8, and all other documents referenced in the Letters of Transmittal (collectively, the “Stockholder Exchange Documents”) delivered or mailed to SunTrust in connection with the surrender of shares of Company Stock, Company Warrants or Company Series A Preferred (other than Dissenting Shares) (collectively “Shares”) by Participating Holders for exchange to ascertain whether (i) the Stockholder Exchange Documents appear to have been completed and duly executed by the Participating Holders in accordance with the instructions set forth in the Letters of Transmittal, (ii) the Certificates appear to be properly surrendered and, if applicable, endorsed for transfer, and (iii) the Certificates are free of restrictions on transfer or stop orders. In the event SunTrust determines that any Stockholder Exchange Documents do not appear to have been properly completed or executed, SunTrust shall attempt to resolve promptly the irregularity and may use reasonable efforts to contact the appropriate Participating Holder and, upon consultation with the Purchaser, shall endeavor to take such other reasonable action as may be necessary to cause such irregularity to be corrected. SunTrust is not authorized to waive any deficiency in connection with the submission of Shares, unless the Purchaser provides written authorization to waive such deficiency with respect to such deficient submission.

3. Schedule; Certificates. The Company shall deliver to SunTrust at least two (2) Business Days prior to the Closing Date, a schedule (the “Allocation Schedule”) which shall set forth the names and addresses of the Participating Holders, the amount of Company Stock, Company Warrants and Company Series A Preferred held by each Participating Holder and the details of the Certificates thereof, the amount of cash and number of shares of LEC Stock from

the Exchange Fund payable to each Participating Holder by the Purchaser, the amount of any applicable withholding taxes payable with respect to each Participating Holder and the appropriate taxing authorities to which any withholding taxes set forth on the Allocation Schedule are required to be paid, and all available information to enable SunTrust to complete required cost basis tax reporting. Cost basis information may include date of acquisition, cost basis, reported gain or loss, and covered/non-covered status. If cost basis information is not provided within fifteen (15) days of the Effective Time, SunTrust is required by Internal Revenue Service rules to make one further request for the information. If SunTrust does not receive cost basis information in response to this request, the Internal Revenue Service Form 1099-B prepared by SunTrust pursuant to its obligations under Section 9 will reflect a non-covered status. All Certificates shall be delivered to SunTrust in accordance with the instructions set forth in the Letter of Transmittal. For purposes of this Agreement, the term “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which the office of SunTrust located at the notice address set forth in Section 14 is authorized or required by law or executive order to remain closed.

With respect to any Participating Holder who reports that the failure to surrender a Certificate(s) is due to the theft, loss or destruction thereof, upon receipt by SunTrust of an affidavit of such theft, loss or destruction in the form attached to the Letter of Transmittal and prior authorization of the Purchaser and the Stockholder Representative, SunTrust may effect payment to such Participating Holder as though the Certificate(s) had been surrendered. The Purchaser may require that such Participating Holder deliver a bond prior to providing such authorization. SunTrust shall have no liability with respect to, and shall be held harmless and indemnified jointly and severally by the Parties from, any and all costs, expenses, damages and liabilities, with respect to any payment made to any Participating Holder on the basis of any such affidavit without presentation of a Certificate.

(a) Upon receipt from a Participating Holder of properly completed and executed Stockholder Exchange Documents and Certificates, SunTrust shall deliver to such Participating Holder the following:

(i) within ____ (__) Business Days after __________, 20__ [the date that is 180 days after the Closing Date], to each Participating Holder that is designated as a Non-Accredited Investor on the Allocation Schedule, an amount of cash from the Exchange Fund equal to the amount set forth for Company Stock or Company Warrants opposite such Participating Holder’s name, in the column entitled “Cash Payable at Closing” in the Allocation Schedule, or as required as a result of the failure of such Participating Holder to provide a duly completed and executed Form W-9 or W-8, net of any applicable withholding taxes as set forth in the Allocation Schedule, which SunTrust shall withhold and remit to the appropriate tax authority identified on the Allocation Schedule;

(ii) within ________ (__) Business Days after __________, 20__, SunTrust shall instruct Computershare Trust Company, N.A. (the “Transfer Agent”) to issue to each Participating Holder that is designated as an Accredited Investor on the Allocation Schedule, the stock certificate or certificates in the name of such Participating Holder evidencing

the aggregate number of shares of LEC Stock set forth for Company Stock or Company Warrants opposite such Participating Holder’s name, in the column entitled “LEC Stock Payable at Closing” in the Allocation Schedule and within ________ (__) Business Days thereafter, SunTrust shall deliver such shares of LEC to the Participating Holders; and

(iii) within two (2) Business Days after __________, 20__ to each Participating Holder that is designated as a Series A Preferred Holder on the Allocation Schedule, an amount of cash from the Exchange Fund equal to the amount set forth for Company Series A Preferred opposite such Participating Holder’s name, in the column entitled “Series A Cash Payable at Closing” in the Allocation Schedule, or as required as a result of the failure of such Participating Holder to provide a duly completed and executed Form W-9 or W-8, net of any applicable withholding taxes as set forth in the Allocation Schedule, which SunTrust shall withhold and remit to the appropriate tax authority identified on the Allocation Schedule.

(b) Any cash payments shall be made in accordance with such Participating Holder’s election in the Letter of Transmittal either (i) by check payable to the Participating Holder and delivered to the Participating Holder’s address, or (ii) if such payment is in the amount of at least $ , by wire transfer of immediately available funds to an account designated in writing by the Participating Holder in such Participating Holder’s Letter of Transmittal. Notwithstanding anything to the contrary herein provided, SunTrust shall have no duty or obligation to make any determinations with respect to tax matters pertaining to the Exchange Fund or any Participating Holder, but shall be entitled to receive and rely conclusively and without inquiry on the information set forth in the Allocation Schedule and written directions provided by the Purchaser with respect to all such matters.

(c) In the event a Participating Holder notifies SunTrust in writing that such Participating Holder has not received a payment made by check, SunTrust shall immediately stop payment on the lost check and re-deliver the applicable cash payment pursuant to this Section 4 no less than five (5) Business Days after the stop payment, in accordance with SunTrust’s standard practices.

(d) No dividends or other distributions otherwise payable with respect to LEC Stock after the Effective Time to a holder of record of Certificates shall be paid to such holder unless and until such holder shall have surrendered all Certificates registered to such holder. SunTrust shall place and hold any other distributions not paid to such holders with respect to LEC Stock pursuant to the requirements of the foregoing sentence and shall (subject to applicable escheat laws) pay such distributions of each holder of record entitled thereto only after such holder shall have surrendered all Certificates registered to such holder. No interest shall be payable to such holders on distributions held by SunTrust.

5. Reports. SunTrust shall provide reports two times a month to the Purchaser and the Stockholder Representative via electronic mail to their respective email addresses set forth in Section 14 as to all materials tendered by Participating Holders and all payments related thereto.

6. Letters of Transmittal. Letters of Transmittal shall be stamped by SunTrust as of the date and time of receipt thereof and preserved by SunTrust until it is otherwise instructed in writing by the Purchaser.

7. Further Instructions. SunTrust shall follow and act upon any written amendments, modifications or supplements to these instructions, and upon any further instructions in connection with this Agreement, all as mutually agreed by the Purchaser, the Company, the Stockholder Representative and SunTrust.

8. Termination Date. This Agreement shall terminate on the first to occur of (i) the date on which the Parties agree in writing to terminate this Agreement or (ii) the date on which all amounts and LEC Stock set forth on the Allocation Schedule are paid or delivered (each of (i) or (ii), a “Termination Date”). Within three (3) Business Days following the Termination Date, (a) all cash remaining in the Investment Fund then held by SunTrust (including any Earnings thereon) and all stock certificates representing LEC Stock delivered to SunTrust by the Transfer Agent which have not been distributed by SunTrust to the Participating Holders pursuant to this Agreement shall be delivered to the Purchaser by wire transfer of immediately available funds to an account designated in writing by the Purchaser and delivery of such stock certificates to an address provided by the Purchaser, and the Participating Holders shall then have only the Purchaser to look to for the payment of any amounts and delivery of any certificates evidencing LEC Stock which were held in the Exchange Fund for the Participating Holders and not theretofore paid or delivered to the Participating Holders and (b) all Letters of Transmittal and any other related documentation or property of the Purchaser then held by SunTrust shall be delivered to the Purchaser by overnight courier.

9. Tax Laws. SunTrust shall comply with the requirements of the Internal Revenue Code applicable to SunTrust as paying agent under this Agreement. The Allocation Schedule shall set forth the amounts to be withheld for Federal income tax purposes with respect to each Participating Holder and SunTrust shall remit all such withholding taxes, and any withholding as required as a result of the failure to provide a duly completed and executed Form W-9 or W-8, to the Internal Revenue Service. With respect to all tax withholding matters under this Agreement, SunTrust shall be entitled to request and receive written instructions from the Purchaser and SunTrust shall be entitled to rely on such written instructions. On or before the execution and delivery of this Agreement, each of the Parties shall furnish to SunTrust a completed Form W-9 or W-8, whichever is appropriate. All Earnings shall be reported by SunTrust on Form 1099-INT as payable to the Purchaser. The Parties shall jointly and severally indemnify, defend and hold SunTrust harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against SunTrust on or with respect to the Exchange Fund or the Earnings unless such tax, late payment, interest, penalty or other cost or expense was finally adjudicated by a court of competent jurisdiction to have been directly caused by the gross negligence of willful misconduct of SunTrust. The indemnification provided in this section is in addition to the indemnification provided in Section 13 and shall survive the resignation or removal of SunTrust as paying agent and the termination of this Agreement.

(a) This Agreement expressly and exclusively sets forth the duties of SunTrust with respect to any and all matters pertinent hereto, which duties shall be deemed purely ministerial in nature, and no implied duties or obligations shall be read into this Agreement against SunTrust. SunTrust shall in no event be deemed to be a fiduciary to any Party or any other person or entity under this Agreement. The permissive rights of SunTrust to do

things enumerated in this Agreement shall not be construed as duties. In performing its duties under this Agreement, or upon the claimed failure to perform its duties, SunTrust shall not be liable for any damages, losses or expenses other than damages, losses or expenses which have been finally adjudicated by a court of competent jurisdiction to have resulted from SunTrust’s willful misconduct or gross negligence. In no event shall SunTrust be liable for incidental, indirect, special, consequential or punitive damages of any kind whatsoever (including but not limited to lost profits), even if SunTrust has been advised of the likelihood of such loss or damage and regardless of the form of action. SunTrust shall not be responsible or liable for the failure of any Party to perform in accordance with this Agreement. SunTrust shall have no liability with respect to the transfer or distribution of any funds effected by SunTrust pursuant to wiring or transfer instructions provided to SunTrust in accordance with the provisions of this Agreement or any Letter of Transmittal. SunTrust shall not be obligated to take any legal action or to commence any proceedings in connection with this Agreement or any property held hereunder or to appear in, prosecute or defend in any such legal action or proceedings. SunTrust shall have no liability with respect to or arising out of the loss of any certificates for LEC Stock sent by SunTrust to any Participating Holder in accordance with the provisions of this Agreement or the failure of any such certificates sent by SunTrust to any Participating Holder in accordance with the provisions of this Agreement to be delivered to such Participating Holder. The Parties agree and acknowledge that SunTrust shall in no event bear the risk of any loss of any such certificates sent in accordance with the provisions of this Agreement, and the Parties jointly and severally agree to indemnify, defend and hold harmless SunTrust from and against any and all losses, liabilities, claims, damages, expenses and costs which it may incur directly or indirectly as a result of the loss of any certificates for LEC Stock sent by SunTrust to any Participating Holder in accordance with the provisions of this Agreement or the failure of any such certificates sent by SunTrust in accordance with the provisions of this Agreement to be delivered to any such Participating Holder. The indemnification provided in this section is in addition to the indemnification provided in Section 13 and shall survive the resignation or removal of SunTrust as paying agent and the termination of this Agreement.

(b) SunTrust shall not be regarded as making any representations and shall have no responsibilities as to the validity, sufficiency, value or genuineness of any book-entry confirmations with respect to the Shares represented thereby surrendered to SunTrust pursuant to Letters of Transmittal and shall not be required to make, and shall not be deemed to have made, any representations as to the validity, value or genuineness of the Letters of Transmittal.

(c) SunTrust shall be protected in acting upon any written instruction, notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other paper or document which SunTrust in good faith believes to be genuine and what it purports to be, including, but not limited to, items directing investment or non-investment of funds, items requesting or authorizing release, disbursement or retainage of funds, and items amending the terms of this Agreement. SunTrust shall be under no duty or obligation to inquire into or investigate the validity, accuracy or content of any such notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other paper or document.

(d) SunTrust may execute any of its powers and perform any of its duties hereunder directly or through affiliates or agents. SunTrust shall be entitled to seek the advice of legal counsel with respect to any matter arising under this Agreement and SunTrust shall have no

liability and shall be fully protected with respect to any action taken or omitted pursuant to the advice of such legal counsel. The Parties shall be jointly and severally liable for, and shall promptly pay, upon demand by SunTrust, the reasonable and documented out-of-pocket fees and expenses of any such legal counsel.

(e) No provision of this Agreement shall require SunTrust to risk or advance its own funds or otherwise incur any financial liability or potential financial liability in the performance of its duties or the exercise of its rights under this Agreement.

(f) This Agreement constitutes the entire agreement among SunTrust and the Parties in connection with the subject matter of this Agreement, and no other agreement entered into between the Parties, or any of them, including, without limitation, the Merger Agreement, shall be considered as adopted or binding, in whole or in part, upon SunTrust notwithstanding that any such other agreement may be deposited with SunTrust or SunTrust may have knowledge thereof.

(g) Any director, officer or employee of SunTrust may become pecuniarily interested in any transaction in which any of the other parties hereto may be interested and contract and lend money to any such party and otherwise act as fully and freely as though it were not paying agent under this Agreement. Nothing herein shall preclude SunTrust from acting in any other capacity for any party to this Agreement.

(h) Any entity into which SunTrust may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow services business of SunTrust may be transferred, shall be the paying agent under this Agreement without further act.

11. Status of Property. It is understood and agreed that any money, assets or property to be deposited with or received by SunTrust under the terms of this Agreement constitutes a special, segregated account, held solely for the benefit of the Purchaser and the Participating Holders, as their interests may appear on the Allocation Schedule.

12. Fees and Expenses. The Parties jointly and severally agree to pay to SunTrust compensation, and to reimburse SunTrust for costs and expenses, all in accordance with the provisions of Exhibit B hereto, which is incorporated herein by reference and made a part hereof. The fee agreed upon for the services rendered hereunder is intended as full compensation for SunTrust’s services as contemplated by this Agreement; provided, however, that in the event that SunTrust renders any service not contemplated in this Agreement, or there is any material modification hereof, or if any material controversy arises hereunder, or SunTrust is made a party (other than a defendant by any Party) to any litigation pertaining to this Agreement or the subject matter hereof, then SunTrust shall be compensated for such extraordinary services and reimbursed for all costs and expenses, including reasonable attorneys’ fees and expenses, occasioned by any such controversy, litigation or event. The provisions of this section shall survive the termination of this Agreement and any resignation or removal of SunTrust as paying agent hereunder.

13. Indemnification. The Parties jointly and severally agree to indemnify, defend and hold harmless SunTrust and each of SunTrust’s officers, directors, agents and employees (the “Indemnified Parties”) from and against any and all losses, liabilities, claims, damages, expenses and costs (including, without limitation, attorneys’ fees and expenses) of every nature whatsoever (collectively, “Losses”) which any such Indemnified Party may incur and which arise directly or indirectly from this Agreement or which arise directly or indirectly by virtue of the SunTrust’s undertaking to serve as paying agent hereunder; provided, however, that no Indemnified Party shall be entitled to indemnity with respect to Losses that have been finally adjudicated by a court of competent jurisdiction to have been caused by such Indemnified Party’s gross negligence or willful misconduct. The provisions of this section shall survive the termination of this Agreement and any resignation or removal of SunTrust as the paying agent hereunder.

No Party shall be liable under this indemnity with respect to any claim against SunTrust unless the Parties are notified in writing of the written assertion of a claim against it, or of any action commenced against it, reasonably promptly, after it shall have received any such written information as to the nature and basis of the claim; provided, however, that failure by SunTrust to provide such notice shall not relieve the Parties of any liability hereunder if no prejudice occurs. The Purchaser shall be entitled to participate at their own expense in the defense of any such action, proceedings, suit or claim. In the event that the Purchaser shall assume the defense of any such action or claim, the Purchaser shall not be liable for the fees of any additional counsel thereafter retained by SunTrust.

14. Notices. Any notice, request for consent, report, or other communication required or permitted in this Agreement shall be in writing and shall be deemed to have been given when delivered (i) personally, (ii) by facsimile transmission with written confirmation of receipt, (iii) by electronic mail to the e-mail address given below, and written confirmation of receipt is obtained promptly after completion of the transmission, (iv) by overnight delivery with a reputable national overnight delivery service, or (v) by United States mail, postage prepaid, or by certified mail, return receipt requested and postage prepaid, in each case to the appropriate address set forth below or at such other address as any party hereto may have furnished to the other parties hereto in writing:

Any party hereto may unilaterally designate a different address by giving notice of each change in the manner specified above to each other party hereto. Notwithstanding anything to the contrary herein provided, SunTrust shall not be deemed to have received any notice, request, report or other communication hereunder prior to SunTrust’s actual receipt thereof.

15. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware (without regard to laws regarding choice of laws or conflict of any laws) and shall inure to the benefit of, and the obligations created hereby shall be binding upon, the successors and assigns of the parties hereto.

16. Counterparts. This Agreement may be executed in separate facsimile or other electronic counterparts, each of which when executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

17. Amendments and Assignments. No provision of this Agreement may be amended, modified or waived, except in a written document signed by the Purchaser, the Company, SunTrust and the Stockholder Representative. Except as permitted in Section 10(h), neither this Agreement nor any rights or obligations hereunder may be assigned by any party hereto without the express written consent of each of the other parties hereto. This Agreement shall inure to and be binding upon the Parties and SunTrust and their respective successors, heirs and permitted assigns.

18. Inconsistent Terms. In the event that any claim of inconsistency between this Agreement and the terms of the Merger Agreement arise, as each such agreement may from time to time be amended, the terms of the Merger Agreement shall control, except with respect to the duties, liabilities and rights, including compensation and indemnification, of SunTrust as the paying agent, which shall be controlled solely by the terms of this Agreement.

19. Severability. If any provision of this Agreement, or the application thereof, is for any reason held to any extent to be invalid, illegal or unenforceable, then the remainder of this Agreement and the application thereof will nevertheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated by this Agreement are not affected in any manner materially adverse to any party hereto. Upon such determination that any provision is invalid, illegal or unenforceable, the parties hereto agree to replace such provision with a valid, legal and enforceable provision that will achieve, to the maximum extent legally permissible, the economic, business and other purposes of such provision.

20. Authorized Signatures. Contemporaneously with the execution and delivery of this Agreement and, if necessary, from time to time thereafter, each of the parties to this Agreement (other than SunTrust) shall execute and deliver to SunTrust a Certificate of Incumbency substantially in the form of Exhibit C hereto (a “Certificate of Incumbency”) for the purpose of establishing the identity and authority of persons entitled to issue notices, instructions or directions to SunTrust on behalf of each such party. Until such time as SunTrust shall receive an amended Certificate of Incumbency replacing any Certificate of Incumbency theretofore delivered to SunTrust, SunTrust shall be fully protected in relying, without further inquiry, on the most recent Certificate of Incumbency furnished to SunTrust. Whenever this Agreement provides for joint written notices, joint written instructions or other joint actions to be delivered to SunTrust, SunTrust shall be fully protected in relying, without further inquiry, on any joint written notice, instructions or action executed by persons named in such Certificate of Incumbency.

21. Disputes and Conflicts. In the event of any disagreement between any of the Parties, or between any of them and any other person or entity, resulting in adverse claims or demands being made in connection with the matters covered by this Agreement, or in the event that SunTrust, in good faith, is in doubt as to what action it should take hereunder, SunTrust may, at its option, refuse to comply with any claims or demands on it, or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists, and in any such event, SunTrust shall not be or become liable in any way or to any Party or other person or entity for its failure or refusal to act, and SunTrust shall be entitled to continue to refrain from acting until (i) the rights of the Parties and all other interested persons and entities shall have been fully and finally adjudicated by a court of competent jurisdiction, or (ii) all differences shall have been adjudged and all doubt resolved by agreement among all of the Parties and all other interested persons and entities, and SunTrust shall have been notified thereof in writing signed by the Parties and all such persons and entities. Notwithstanding the preceding, SunTrust may in its discretion obey the order, judgment, decree or levy of any court, whether with or without jurisdiction, or of an agency of the United States or any political subdivision thereof, or of any agency of any State of the United States or of any political subdivision of any thereof, and SunTrust is hereby authorized in its sole discretion to comply with and obey any such orders, judgments, decrees or levies. The rights of SunTrust under this section are cumulative of all other rights which it may have by law or otherwise. In the event of any disagreement or doubt, as described above, SunTrust shall have the right, in addition to the rights described above and at the election of SunTrust, to tender into the registry or custody of any court having jurisdiction, all funds and property held under this Agreement, and SunTrust shall have the right to take such other legal action as may be appropriate or necessary, in the sole discretion of SunTrust. Upon such tender, the Parties agree that SunTrust shall be discharged from all further duties under this Agreement; provided, however, that any such action of SunTrust shall not deprive SunTrust of its compensation and right to reimbursement of expenses hereunder arising prior to such action and discharge of SunTrust of its duties hereunder.

22. Resignation. SunTrust may resign at any time from its obligations under this Agreement by providing written notice to the Parties. Such resignation shall be effective on the date set forth in such written notice, which shall be no earlier than thirty (30) days after such written notice has been furnished. In such event, the Parties shall promptly appoint a successor paying agent. In the event no successor paying agent has been appointed on or prior to the date

such resignation is to become effective, SunTrust shall be entitled to tender into the custody of any court of competent jurisdiction all funds and other property then held by it hereunder and SunTrust shall thereupon be relieved of all further duties and obligations under this Agreement; provided, however, that any such action of SunTrust shall not deprive SunTrust of its compensation and right to reimbursement of expenses hereunder arising prior to such action and discharge of SunTrust of its duties hereunder. SunTrust shall have no responsibility for the appointment of a successor paying agent hereunder.

23. Stockholder Representative. The Stockholder Representative represents and warrants that it has the full power, authority and discretion to represent the Participating Holders with respect to all matters arising under this Agreement and all actions taken by the Stockholder Representative under this Agreement shall be binding on the Participating Holders.

To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. When Client opens an account, Bank will ask for Client’s name, address, date of birth, or other appropriate information that will allow Bank to identify Client. Bank may also ask to see Client’s driver’s license or other identifying documents.

IN WITNESS WHEREOF, each of the parties hereto has executed and delivered this Paying Agent Agreement, or caused this Paying Agent Agreement to be duly executed and delivered in its name and on its behalf, as of the day and year first set forth above.

I direct and authorize you to invest all temporary cash and the portion of my account(s) that is appropriate to maintain in cash or cash equivalents in a SunTrust Bank deposit option or Federated Funds money market fund, as follows:

Alternate Investment Vehicle: _____________________________________________________

This direction and authorization shall continue in effect until revoked by written instruction delivered to the Bank. Until a replacement fund is provided to the Bank all funds will be held in cash.

Out-of-pocket expenses such as, but not limited to, postage, courier, overnight mail, insurance, money wire transfer, long distance telephone charges, facsimile, stationery, travel, legal (out-of-pocket to counsel) or accounting, will be billed at cost.

Note: This fee schedule is based on the assumption that the funds will be invested in one of the SunTrust Bank Deposit Options. If any other investment options are chosen, this fee schedule will become subject to change.

Re: Paying Agent Agreement, dated ____________________, among SunTrust Bank, __________________, _________________ and ___________________

As an Authorized Officer of the above referenced entity, I hereby certify that the each person listed below is an authorized signor for such entity, and that the title and signature appearing beside each name is true and correct.

IN WITNESS WHEREOF, this certificate has been executed by a duly authorized officer:

This Joinder Agreement (this “Agreement”) is dated as of [•], 2015 (this “Agreement”), is entered into by and between LIGHTBEAM ELECTRIC COMPANY, a Delaware corporation (“LEC”), GS ACQUISITION CORPORATION, a Delaware corporation and a wholly-owned subsidiary of LEC (“Newco Corp”), Green States Energy, Inc., a Delaware corporation (the “Company”), and the undersigned holder of Company Capital Stock and/or Company Warrants (the “Stockholder”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Merger Agreement (as defined below).

WHEREAS, LEC, Newco Corp, the Company and AEP Holdings LLC, a New Jersey limited liability company (the “Stockholders’ Representative”), have entered into an Agreement and Plan of Merger, dated as of March __, 2015 (as may be amended, restated, amended and restated, supplemented or otherwise modified and in effect from time to time, the “Merger Agreement”), pursuant to which, among other things, Newco Corp will merge with and into the Company (the “Merger”);

WHEREAS, as a condition and inducement to LEC’s and Newco Corp’s willingness to enter into the Merger Agreement, LEC and Newco Corp require that the Stockholder enter into this Agreement as a condition to the Closing; and

WHEREAS, in order to induce LEC and Newco Corp to complete the transactions contemplated by the Merger Agreement, the Stockholder is willing to enter into this Agreement.

1.1 Joinder. The Stockholder acknowledges that a copy of the Merger Agreement has been provided to the Stockholder. The Stockholder hereby agrees to be bound by the terms and conditions of the Merger Agreement as a “Company Stockholder” and a “Participating Securityholder”, as applicable, thereunder as though the Stockholder were a signatory thereto, including, without limitation, the provisions of Section 2.1 (Conversion of Company Capital Stock), Section 2.2 (Release Obligation), Section 2.3 (Company Warrants), Section 2.6 (Exchange/Payment), Section 2.8 (Stockholders Representative), Section 2.9 (Escrow Fund), Section 3.30 (Certain Acknowledgements), Section 6.17 (Transfer Restrictions), Section 9 (Indemnification), and Section 11.16 (Certain Federal Securities Act Representations) of the Merger Agreement, and the Stockholder hereby agrees that the Escrow Amount shall be deposited into the Escrow Fund pursuant to the provisions of Section 2.9(a) thereof.

1.2 Representative. In accordance with Section 2.8 of the Merger Agreement, the Stockholder hereby agrees to the appointment of AEP Holdings LLC, a New Jersey limited liability company, as the Stockholders’ Representative and appoints the Stockholders’ Representative as his, her or its agent and true and lawful attorney-in-fact, to exercise all or any of the powers, authority and discretion conferred on the Stockholders’ Representative under the Merger Agreement, all as provided in Section 2.8 of the Merger Agreement.

1.3 Release. Subject to the Closing of the Merger, the Stockholder hereby generally releases, remises and forever discharges the Company (including the Surviving Corporation), Newco Corp, LEC and each of their respective Affiliates and Agents from and against any and all claims, demands, liens, actions, agreements, suits, causes of action, obligations, controversies, debts, costs, attorneys’ fees, expenses, damages, judgments, orders and liabilities of whatever kind or nature in law, equity or otherwise, whether or not now known or suspected, that have existed or may have existed, or that do exist or that hereafter can, will or may exist, based on any facts, events or omissions occurring from any time on or prior to the execution of the Merger Agreement that arise out of, concern, pertain or relate in any way to any rights the undersigned may have in the Stockholder’s capacity as a holder of Company Securities (as defined below) against the Company (including the Surviving Corporation), Newco Corp, LEC and their respective Affiliates and Agents arising out of the Merger; provided, however, that the foregoing release will not apply to any rights the undersigned may have under the Merger Agreement. As used in this Agreement, an “Agent” of a party is each of its predecessors, its former and present officers, employees, directors, stockholders, parents, subsidiaries, affiliates, partners, related corporate entities, agents, members, heirs, executors, administrators, conservators, successors and assigns.

2.1 Authorization. The execution, delivery and performance by the Stockholder of this Agreement and the consummation by the Stockholder of the transactions contemplated hereby are within the [corporate power / legal capacity] of the Stockholder and have been duly authorized by all necessary action. This Agreement constitutes a valid and binding agreement of the Stockholder.

2.2 Non-Contravention. The execution, delivery and performance by the Stockholder of this Agreement and the consummation by the Stockholder of the transactions contemplated hereby do not and shall not (a) violate any of its organizational documents, as applicable, (b) violate any applicable Law, (c) require any consent or other action by any person under, constitute a default under, or give rise to any right of termination, cancellation or acceleration or to a loss of any benefit to which the Stockholder is entitled under any provision of any agreement or other instrument binding on the Stockholder, (d) violate any other agreement, arrangement or instrument to which the Stockholder is a party or by which it (or any of its assets) is bound or (e) require any consent of the Stockholder’s spouse under any “community property” or other Law.

2.3 Ownership of Securities. Stockholder is the record or beneficial owner of that number of shares of Company Common Stock, Company Series A Preferred Stock and Company Warrants (collectively, “Company Securities”) set below Stockholder’s name on the signature page hereto. The Company Securities constitute the Stockholder’s entire interest in the Company. The Stockholder’s principal residence or place of business is set forth on signature page hereto.

3.1 Transfer Restriction. The Stockholder agrees not to transfer (except as may be specifically required by court order or by operation of law), sell, exchange, pledge or otherwise dispose of or encumber the Company Securities or any New Securities (as defined below), or to make any offer or agreement relating thereto, at any time during the term of this Agreement and through and including the Closing under the Merger Agreement. This Agreement will be binding upon any transferee, whether the transfer is voluntary or involuntary.

3.2 New Securities. The Stockholder agrees that any Company Securities that Stockholder purchases, or with respect to which Stockholder otherwise acquires beneficial ownership after the date of this Agreement and prior to the Closing under the Merger Agreement (“New Securities”) shall be subject to the terms and conditions of this Agreement.

3.3 Further Assurances. LEC, Newco Corp and the Stockholder shall each execute and deliver, or cause to be executed and delivered, all further documents and instruments and use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations, to consummate and make effective the transactions contemplated by this Agreement.

4.1 Notices. Any notice or other communication required or permitted to be delivered to any party under this Agreement shall be made and given in compliance with the provisions of Section 11.9 of the Merger Agreement and (i) if to the LEC or to the Company, to the addresses set forth in Section 11.9 of the Merger Agreement and (ii) if to the Stockholder, to the address set forth on the signature page hereto.

4.2 Construction. The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement. As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein,” “hereby” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” will be inclusive and not exclusive unless the context requires otherwise. The bold-faced headings contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement and shall not be referred to in connection with the construction or interpretation of this Agreement.

4.3 Counterparts. This Agreement may be executed and delivered (including by facsimile or other electronic transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

4.4 Entire Agreement. This Agreement, together with the Merger Agreement, constitute the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof.

4.5 Governing Law. This Agreement, the rights of the parties and all actions arising in whole or in part hereunder or in connection herewith, shall be governed by, and construed in accordance with, the domestic substantive Laws of the State of Delaware (without giving effect to any choice or conflict of Law provision or rule that would cause the application of the Laws of any other jurisdiction).

4.6 Specific Performance; Jurisdiction; Waiver of Jury Trial. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware, this being in addition to any other remedy to which such party is entitled at law or in equity. In addition, each of the parties hereto (a) consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware or any court of the United States located in the State of Delaware in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware and (d) consents to service being made through the notice procedures set forth in Section 4.1. Each of the parties hereto hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 4.1 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby. Each of the parties hereto hereby waives to the fullest extent permitted by applicable law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement or the Merger.

4.7 Amendment. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

4.8 Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction or other Governmental Body declares that any term or provision hereof is invalid or unenforceable, the parties hereto agree that the court or other Governmental Body making such determination shall have the power to limit the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or

provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified. In the event such court or other Governmental Body does not exercise the power granted to it in the prior sentence, the parties hereto shall use commercially reasonable efforts to replace such invalid or unenforceable term or provision with a valid and enforceable term or provision that will achieve, to the extent possible, the economic, business and other purposes of such invalid or unenforceable term.

4.9 Assignment; Parties in Interest. This Agreement shall not be assigned by the Stockholder by operation of law or otherwise without the prior written consent of LEC. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement. The Stockholder agrees that this Agreement and the obligations hereunder shall attach to the Company Securities and shall be binding upon any person to whom legal or beneficial ownership of the Company Securities shall pass, whether by operation of law or otherwise, including the Stockholder’s heirs, guardians, administrators or successors. This Agreement is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

4.10 No Waiver. The terms and provisions hereof may not be waived except by an instrument signed on behalf of the party waiving compliance. The failure or delay of any party to assert any rights or remedies shall not constitute a waiver of such rights or remedies.

4.11 Consents and Waivers. The Stockholder hereby gives any consents or waivers that are required for the consummation of the Merger under the terms of any agreements to which any Stockholder is a party or pursuant to any rights the Stockholders may have.

4.12 Other Remedies. Except as otherwise set forth herein, any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise by a party of any one remedy will not preclude the exercise of any other remedy.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year set forth below.

I, the undersigned, for the purpose of creating and organizing a corporation under the provisions of and subject to the requirements of the General Corporation Law of the State of Delaware (the “DGCL”), certify as follows:

Article I. Name. The name of the Corporation shall be Green States Energy, Inc. (the “Corporation”).

Article II. Registered Office. The address of the registered office of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle 19808. The name of its registered agent at that address is Corporation Service Corporation.

Article III. Purpose. The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the “GCL”). The Corporation shall have all powers that now or hereafter may be lawful for a corporation to exercise under the GCL.

1. 80,000 shares shall be designated Series A Preferred Stock having the voting powers, designation preferences, power, and other rights as set forth in Article IV (C) hereof; and

2. The balance of 19,920,000 shares of Preferred Stock may be issued in one or more classes or series of Preferred Stock by resolution or resolutions from time to time of the board of directors which board of directors is hereby empowered to authorize and fix the voting powers, full or limited or no voting powers, and such designations, powers, preferences and relative, participating, optional or other rights, if any, and the qualifications, limitations or restrictions thereof, if any, with respect to each such class or series of Preferred Stock (including, without limitation, liquidation preferences, dividend rates, conversion rights and redemption provisions), and the number of shares constituting each such class or series, and to increase or decrease the number of shares of any such class or series to the extent permitted by the DGCL.

“Holder” shall mean any Person or Persons to whom the Series A Preferred Stock is issued or subsequently transferred in accordance with the provisions hereof.

“Junior Stock” shall mean, any security which does not have the dividend and liquidation right of the Series A Preferred Stock as set forth herein.

“Persons” or “Persons” shall mean an individual, corporation, partnership, limited liability Corporation, association, trust or other entity organization, including in government or political subdivision or an agency or instrumentality thereof.

“Senior Stock” shall mean, any class or series of stock of the Corporation possessing, rights senior to the Series A Preferred Stock with respect to dividends and the right to receive assets upon the liquidation, dissolution or winding up of the affairs of the Corporation.

“Stated Value” shall mean, with respect to each share of Series A Preferred Stock, $1.00.

2. Dividends. So long as any shares of Series A Preferred Stock shall be outstanding, the Corporation shall not declare or pay on any Junior Stock any dividend whatsoever, whether in cash, property or otherwise (other than dividends payable in shares of the class or series upon which such dividends are declared or paid, together with cash in lieu of fractional shares) unless the Corporation shall declare a dividend upon the shares of Series A Preferred Stock and shall have set apart a sum of money sufficient for the payment of the aggregate maximum Redemption Amount as set forth herein.

(a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation or Deemed Liquidation Event, the holders of shares of Series A Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders before any payment shall be made to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to $6.35 (the “Series A Liquidation

Amount”). If upon any such liquidation, dissolution or winding up of the Corporation or Deemed Liquidation Event, the assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the holders of shares of Series A Preferred Stock the full amount to which they shall be entitled under this Subsection 3(a), the holders of shares of Series A Preferred Stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full.

(b) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation or Deemed Liquidation Event, after the payment of all preferential amounts required to be paid to the holders of shares of Series A Preferred Stock, the remaining assets of the Corporation available for distribution to its stockholders shall be distributed among the holders of shares of Common Stock, pro rata based on the number of shares held by each such holder.

(a) Each of the following events shall be considered a “Deemed Liquidation Event”:

(B) a subsidiary of the Corporation is a constituent party and the Corporation issues shares of its capital stock pursuant to such merger or consolidation,

except any such merger or consolidation transaction involving the Corporation or a subsidiary in which the shares of capital stock of the Corporation outstanding immediately prior to such merger, consolidation or share exchange transaction continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of (1) the surviving or resulting corporation; or (2) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; or

(ii) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Corporation or any subsidiary of the Corporation of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole, or the sale or disposition (whether by merger, consolidation or otherwise) of one or more subsidiaries of the Corporation if substantially all of the assets of the Corporation and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Corporation.

(b) Upon any Deemed Liquidation Event structured as a merger or consolidation, the shares shall be converted or exchanged in such merger or consolidation on the terms, and as otherwise set forth, in the definitive agreement for such transaction.

“Cash Purchase” shall refer to the purchase in cash of 51% or more of outstanding shares of Common Stock of the Corporation. For the avoidance of doubt, a Cash Purchase shall not include any Deemed Liquidation Event.

“Mandatory Redemption Event” shall refer to the first to occur of any of the following: (i) the receipt by the Corporation of more than six million ($6,000,000) in funds from the sale by the Corporation of equity securities in any one transaction; (ii) the Corporation has a profit of two million ($2,000,000) net after taxes in any fiscal year; (iii) if the Corporation receives net proceeds or more than more than six million ($6,000,000) in connection with a public offering of the Corporation and (iv) a Cash Purchase.

“Redemption Amount” shall mean five hundred eight thousand ($508,000).

Article V. Incorporator The name and mailing address of the Sole Incorporator is as follows:

THIS WARRANT CANCELLATION AGREEMENT (this “Agreement”) is entered into as of the date set forth on the signature page below, by and between Green States Energy, Inc., a Delaware corporation (the “Company”), and the undersigned holder of Company Warrants (the “Warrantholder”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings set forth in the Merger Agreement (as defined below).

WHEREAS, LightBeam Electric Company, a Delaware corporation (“LEC”), GS Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of LEC (“Newco Corp”), the Company and AEP Holdings LLC, a New Jersey limited liability company (solely in its capacity as the Stockholders’ Representative), have entered into an Agreement and Plan of Merger, dated as of March [•], 2015 (as may be amended, restated, amended and restated, supplemented or otherwise modified and in effect from time to time, the “Merger Agreement”), pursuant to which, among other things, Newco Corp will merge with and into the Company (the “Merger”);

WHEREAS, the Company has issued to the Warrantholder that one or more Company Warrants (the “Warrant”), pursuant to which the Company granted the Warrantholder warrants to purchase shares of Company Common Stock;

WHEREAS, in accordance with the terms of this Agreement and the Warrant, effective as of the Effective Time, the Warrantholder and the Company desire and agree to cancel and terminate the Warrant in exchange for the Warrantholder’s portion of the Per Share Warrant Consideration; and

1. Per Share Warrant Consideration. Effective as of the Effective Time, notwithstanding any exercise price set forth in the Warrant, subject to the terms of this Agreement, each Exercisable Share subject to the Warrant shall be entitled to receive the Per Share Warrant Consideration, which shall be determined based on an exercise price equal to the lesser of (a) the exercise price set forth in the Warrant or (b) 30% below the price determined by dividing (i) the sum of (1) the Total Adjusted Uplift Value (as defined in the Merger Agreement), plus (2) the Post-Closing Escrow Amount (as defined in the Merger Agreement), plus (3) the Indemnity Escrow Amount (as defined in the Merger Agreement) by (ii) the number of outstanding shares of Company Common Stock as of the Closing (on a fully diluted basis).

2. Cancellation of Warrant. Effective as of the Effective Time, the Warrantholder hereby surrenders and cancels all of the Warrantholder’s rights, title and interests arising under the Warrant in exchange for its portion of the Per Share Warrant Consideration as it becomes payable, as determined in accordance with the terms of the Merger Agreement and this Agreement (provided that the Company has the right to deduct any tax withholdings required by applicable law or regulations to be withheld and paid over to taxing authorities). From and after

the Effective Time, (a) the Warrant shall be terminated and be of no further force and effect, and (b) the Warrant shall not be outstanding, be in force or effect, or entitle the Warrantholder to any rights other than the Warrantholder’s right to receive the portion (if any) of the Per Share Warrant Consideration (as adjusted or to be adjusted pursuant to the terms of the Merger Agreement) as it becomes payable, as determined in accordance with the terms of the Merger Agreement. Without limiting the foregoing, effective as of the Effective Time, except for the Per Share Warrant Consideration, the Warrantholder (a) acknowledges that the Warrantholder shall have no right, by virtue of the Warrant, to receive any equity, including rights to acquire equity, in the Surviving Corporation or any of its affiliates, and (b) hereby waives any rights the Warrantholder may have arising from the Warrant that in any way conflict with or otherwise prohibit or restrict the transactions contemplated hereby, including without limitation, any notice requirements or any right to be able to exercise the Warrant at or prior to the Closing. If the Merger Agreement is terminated pursuant to its terms, then the Warrant shall not be cancelled pursuant hereto and shall remain in full force and effect in accordance with its terms.

3. Merger Agreement. The Warrantholder (a) acknowledges its prior receipt of a copy of the Merger Agreement and has had an opportunity to ask questions of a representative of the Company concerning the Merger and (b) effective as of the Effective Time, accepts and agrees to be bound by the Merger Agreement, including Sections 2.6, 2.8, 3.30, 6.17, 9, and 11.16 thereof.

4. Representations and Warranties of the Warrantholder. The Warrantholder represents and warrants to the Company:

(a) the Warrantholder is the sole record and beneficial owner of the Warrant, and holds good title to such Warrant free and clear of any claims, liens, charges or other encumbrances other than (a) any restrictions under the Securities Act of 1933, as amended, and any applicable state securities laws, and (b) any restrictions under community property laws; provided, however, the Warrantholder represents that the Warrantholder has complied with all requirements under applicable community property laws to effect the transactions contemplated by the Merger Agreement and this Agreement;

(b) the Warrantholder has full power and authority (and, if an individual, legal capacity) to execute and deliver this Agreement, surrender and cancel the Warrant and to perform his, her or its obligations hereunder; the Warrantholder has duly executed and delivered this Agreement, which constitutes his, her or its valid and legally binding obligation, enforceable in accordance with its terms and conditions, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief and other equitable remedies; and

(c) except for consents or notices previously obtained, and/or actions previously taken by the Warrantholder, the delivery and performance of this Agreement, the consummation of the transactions contemplated hereby by the Warrantholder and the delivery and cancellation of the Warrant does not (a) violate, conflict with or result in a default (whether after the giving of notice, lapse of time or both) under any provision of any contract, agreement, permit, license or authorization to which the Warrantholder is a party or by which the Warrantholder’s assets are bound, or the Warrant is bound, (b) if the Warrantholder is not a natural person, violate, conflict with or result in a default any provision of the organizational or

governing documents of the Warrantholder, (c) to the Warrantholder’s knowledge, violate or result in a violation of, or constitute a default under, any provision of any law, regulation or rule, or any order, award or judgment of, or any restriction imposed by, any governmental authority applicable to the Warrantholder or (d) require from the Warrantholder any notice to, declaration or filing with or consent or approval of any governmental authority or other person.

5. Amendment. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

6. Governing Law. This Agreement, the rights of the parties and all actions arising in whole or in part hereunder or in connection herewith, shall be governed by, and construed in accordance with, the domestic substantive Laws of the State of Delaware (without giving effect to any choice or conflict of Law provision or rule that would cause the application of the Laws of any other jurisdiction).

7. Specific Performance; Jurisdiction; Waiver of Jury Trial. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware, this being in addition to any other remedy to which such party is entitled at law or in equity. In addition, each of the parties hereto (i) consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware or any court of the United States located in the State of Delaware in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware and (iv) consents to service being made through the notice procedures set forth in Section 11.9 of the Merger Agreement. Each of the parties hereto hereby waives to the fullest extent permitted by applicable law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement or the Merger.

8. Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

9. Headings. The descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

10. Counterparts. This Agreement may be executed and delivered (including by facsimile or other electronic transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of _________________________, 2015.

This Membership Interest Purchase Agreement (this “Agreement”) is dated as of March 27, 2015, by and between LIGHTBEAM ELECTRIC COMPANY, a Delaware corporation (“LEC”) and TTCP ENERGY FINANCE FUND II, LLC a Delaware limited liability company (the “Seller” and together with LEC, the “Parties”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

WHEREAS, the Seller is the record and beneficial owner of all of the issued and outstanding membership interests (the “Membership Interests”) of Huerfano River Wind, LLC, a Colorado limited liability company (the “Company”); and

WHEREAS, the Company has developed a wind-powered electric generating facility with a nameplate capacity of 8 MW and associated infrastructure in Huerfano County, Colorado, as further described on Exhibit D hereto (the “Project”); and

WHEREAS, the Seller desires to sell the Membership Interests to LEC, and LEC desires to purchase the Membership Interests from the Seller, upon the terms and subject to the conditions set forth in this Agreement (the “Acquisition”); and

WHEREAS, LEC is entering into other separate agreements of which material terms and conditions are substantially similar to this Agreement (the “Other Agreements”), in order to acquire additional clean energy assets (the Company, together with each of the other companies which LEC acquires pursuant to the Other Agreements, are collectively referred to herein as the “Founding Companies”); and

NOW, THEREFORE, in consideration of the premises, and the representations, warranties, covenants and agreements contained herein, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, each intending to be legally bound, hereby agree as follows:

1.1 Purchase and Sale of the Membership Interests. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell, assign, transfer and deliver to LEC, and LEC shall purchase, assume, acquire and accept from the Seller, the Membership Interests free and clear of all Liens (other than restrictions on transfer imposed by applicable securities Laws or any Liens created by or through LEC). The aggregate purchase price for the Membership Interests shall be the Aggregate Acquisition Consideration, payable in accordance with Section 2.

the last of the conditions to closing contained in Sections 7 and 8 (other than any conditions that by their nature are to be satisfied at the Closing) is satisfied or waived in accordance with this Agreement or (b) at such other place and time or on such other date as the Seller and LEC may mutually determine (the date on which the Closing actually occurs is referred to as the “Closing Date”).

(a) LEC’s Closing Deliverables. At the Closing, LEC shall deliver (i) to the Seller (A) the Closing Date Cash Consideration in immediately available funds by wire transfer to an account of the Seller designated in writing by the Seller to LEC no later than three (3) Business Days prior to the Closing Date, (B) the Stock Consideration and the certificates evidencing such Stock Consideration, and (C) all other documents, instruments or certificates required to be delivered by LEC at or prior to the Closing pursuant to this Agreement and (ii) to the Escrow Agent, the Escrow Amount in accordance with Section 2.4.

(b) Seller’s Closing Deliverables. At the Closing, the Seller shall deliver to LEC (i) a membership interest assignment agreement duly executed by the Seller in a form reasonably satisfactory to LEC (with any required transfer stamps affixed thereto), (ii) all other documents and instruments necessary to vest in LEC all of the Seller’s right, title and interest in and to the Membership Interests, free and clear of all Liens (other than restrictions on transfer imposed by applicable securities Laws or any Liens created by or through LEC), and (iii) all other documents, instruments or certificates required to be delivered by the Seller at or prior to the Closing pursuant to this Agreement.

2.2 Further Action. If, at any time after the Closing, any further action is necessary or desirable to carry out the purposes of this Agreement and the other agreements contemplated hereby or to vest LEC with full right, title and possession of and to all of the Membership Interests and all rights, property, privileges, power and franchises of the Company, the officers and directors of LEC are fully authorized in the name of the Company to take all such action, so long as such action is not inconsistent with this Agreement. Upon the terms and subject to the conditions contained herein, prior to the Closing Date, the Parties shall (a) use all commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement and any related agreement or certificate, including satisfying the conditions to Closing in Sections 7 and 8 and (b) cooperate, to the extent practicable, with each other in connection with the foregoing.

(a) The Seller shall deliver to LEC, not less than five (5) Business Days prior to the anticipated Closing Date, the Closing Financial Estimate. Following LEC’s receipt of the Closing Financial Estimate, the Seller shall provide to LEC and its authorized representatives reasonable access to all records used in preparing such Closing Financial Estimate (and employees of the Seller who can adequately answer questions on the Closing Financial Estimate,

including such access to facilities as is reasonably necessary to have such access to such employees) and, if applicable, the Company’s outside accountants and their work papers and other documents used in preparing such Closing Financial Estimate. LEC shall promptly notify the Seller in the manner set forth in Section 11.9 if it disputes any of the items in the Closing Financial Estimate, specifying each disputed item and the estimated amount thereof in dispute and the basis for such dispute. The Parties shall in good faith attempt to promptly resolve any such dispute prior to the Closing Date; provided, however, that if the parties are not able to reach mutual agreement prior to the Closing Date, LEC’s reasonable, good faith calculations of such disputed items shall be reflected in the Closing Financial Certificate. As of the Closing, the Seller shall deliver to LEC the Closing Financial Certificate. To the extent reflected in the Closing Financial Certificate, in accordance with Section 6.10, LEC shall wire the amount of any Unpaid Company Expenses and Company Retired Indebtedness to the applicable Person(s) owed such Unpaid Company Expenses and Company Retired Indebtedness pursuant to wire instructions (such wire instructions to be provided to LEC by the Company at least three (3) Business Days prior to the Closing Date).

(b) Within one hundred and twenty (120) days after the Closing Date, LEC shall prepare and deliver to the Seller a written notice (the “Post-Closing Adjustment Notice”) setting forth the reasonable, good faith determination made by LEC of: (A) the Cash, (B) the Company Current Assets, and (C) the Company Current Liabilities, (D) the Company Retired Indebtedness, and (E) the Unpaid Company Expenses (items (A) through (E) above are collectively referred to herein as the “Post Closing Adjustment Factors”). Following delivery of the Post-Closing Adjustment Notice, at the Seller’s written request, LEC shall provide the Seller and its authorized representatives reasonable access to all records used in preparing such Post-Closing Adjustment Notice (and employees of LEC who can adequately answer questions with respect to the Post-Closing Adjustment Notice, including such access to facilities as is reasonably necessary to have such access to such employees) and, if applicable, LEC’s outside accountants and their work papers and other documents used in preparing such Post-Closing Adjustment Notice. Unless the Seller disputes the calculations in the Post-Closing Adjustment Notice in writing (specifying the basis for such dispute in reasonable detail) within thirty (30) days following receipt of such notice, the Post-Closing Adjustment Notice shall be final and binding.

(c) Within ten (10) Business Days following the final determination of the Post-Closing Adjustment Factors in accordance with this Section 2.3, LEC or the Seller, as applicable, shall effect the net result of the following adjustments (such net result, the “Post-Closing Adjustment”), if any:

(i) if the amount of the Cash as finally determined pursuant to this Section 2.3 is greater than the amount of the Cash set forth in the Closing Financial Certificate, LEC shall be required to pay such excess amount to the Seller;

(ii) if the amount of the Cash as finally determined pursuant to this Section 2.3 is less than the amount of the Cash set forth in the Closing Financial Certificate, the Seller shall instruct the Escrow Agent to release such shortfall amount to LEC from the Escrow Fund;

(iii) if the amount of the Company Current Assets as finally determined pursuant to this Section 2.3 is greater than the amount of the Company Current Assets set forth in the Closing Financial Certificate, LEC shall be required to pay such excess amount to the Seller;

(iv) if the amount of the Company Current Assets finally determined pursuant to this Section 2.3 is less than the amount of the Company Current Assets set forth in the Closing Financial Certificate, the Seller shall instruct the Escrow Agent to release such shortfall amount to LEC from the Escrow Fund;

(v) if the aggregate amount of the Company Current Liabilities, the Company Retired Indebtedness, and the Unpaid Company Expenses as finally determined pursuant to this Section 2.3 is greater than the aggregate amount of the Company Current Liabilities, the Company Retired Indebtedness, and the Unpaid Company Expenses set forth in the Closing Financial Certificate, then the Seller shall instruct the Escrow Agent to release such excess amount to LEC from the Escrow Fund; and

(vi) if the aggregate amount of the Company Current Liabilities, the Company Retired Indebtedness, and the Unpaid Company Expenses as finally determined pursuant to this Section 2.3 is less than the aggregate amount of the Company Current Liabilities, the Company Retired Indebtedness, and the Unpaid Company Expenses set forth in the Closing Financial Certificate, then LEC shall be required to pay, or cause to be paid, such shortfall amount to the Seller.

(d) If LEC is required to pay the Post-Closing Adjustment to the Seller, LEC shall effect such payment by delivering immediately available funds by wire transfer to an account of the Seller designated in writing by the Seller to LEC. Any obligation of LEC to pay the Post-Closing Adjustment (if required to be paid by LEC) hereunder may be satisfied by any of LEC or any of its Affiliates. If the Seller is required to pay the Post-Closing Adjustment to LEC, the Seller shall deliver written instructions to the Escrow Agent to release an amount equal to the Post-Closing Adjustment to LEC from the Escrow Fund (together with any accrued interest on such amount). LEC and the Seller shall treat and report the Post-Closing Adjustment (if any) as an adjustment to the Closing Date Cash Consideration for all Tax purposes, except as otherwise required under applicable Law.

LEC and the Seller shall instruct the Adjustment Auditor to determine, solely with respect to the disputed items and amounts so submitted, whether and to what extent, if any, the Post-Closing Adjustment requires adjustment. The Adjustment Auditor shall base its determination solely on written submissions by LEC and the Seller and not on an independent review. LEC and the Seller shall make available to the Adjustment Auditor all relevant work papers and other items reasonably requested by the Adjustment Auditor. As promptly as practicable, but in no event later than thirty (30) days after its retention, the Adjustment Auditor shall deliver to LEC and the Seller a report that sets forth its resolution of the disputed items and amounts and its calculation of the Post-Closing Adjustment; provided, however, that the Adjustment Auditor may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The determination of the Adjustment Auditor shall be final and binding upon the parties. Following such determination, the final and binding Post-Closing Adjustment shall be paid pursuant to the terms of Section 2.3(d). The fees and expenses of the Adjustment Auditor shall be borne by LEC and by the Seller based on the inverse of the percentage of the amount that the Adjustment Auditor (before such allocation) awards in favor of the Seller or LEC, as applicable, as it bears to the total amount of the total items in dispute as originally submitted to the Adjustment Auditor. For example, should the items in dispute total in amount to $1,000 and the Adjustment Auditor awards $600 in favor of the Seller’s position, 60% of the costs of its review would be borne by LEC and 40% of the costs would be borne by the Seller.

(a) At the Closing, LEC shall deliver to the Escrow Agent, as a contribution to the Escrow Fund, an amount of cash equal to the sum of the Total Adjusted Purchase Price multiplied by four percent (4%), as set forth on the Closing Financial Certificate (the “Escrow Amount”).

(b) The Escrow Fund shall be held in an account (the “Escrow Account”) and invested by the Escrow Agent in accordance with the terms of this Agreement and the terms of the Escrow Agreement. The Escrow Fund shall be distributed pursuant to Sections 2.4 and 9 and pursuant to the Escrow Agreement. The Parties agree that: (i) LEC shall be treated as the owner of the Escrow Fund, and all interest and earnings earned from the investment and reinvestment of the Escrow Fund, or any portion thereof, shall be allocable to LEC pursuant to Section 468B(g) of the Code and Proposed Treasury Regulation Section 1.468B-8, (ii) if and to the extent any amount of the Escrow Fund is actually distributed to the Seller, interest may be imputed on such amount, as required by Section 483 or 1274 of the Code, (iii) the Seller’s right to the Escrow Fund under this Agreement shall be treated as installment obligations for purposes of Section 453 of the Code, (iv) in no event shall the aggregate payments under the Escrow Agreement to the Seller exceed (A) the Escrow Amount plus (B) (x) the Escrow Amount multiplied by (y) 0.75 multiplied by (z) the interest rate per annum payable pursuant to the Escrow Agreement with respect the Escrow Funds, and (v) LEC shall be entitled to Tax distributions equal to 40% of all investment earnings during each calendar quarter no later than ten (10) days following the end of such quarter. Clause (iv) of the preceding sentence is intended to ensure that the right of the Seller to the Escrow Fund and any interest and earnings earned thereon are not treated as a contingent payment without a stated maximum selling price under Section 453 of the Code and the Treasury Regulations promulgated thereunder. No party hereto shall take any action or filing position inconsistent with the foregoing, except as required by applicable Law.

2.5 Withholding. LEC will be entitled to deduct and withhold from the amounts otherwise payable by it pursuant to this Agreement to any Person such amounts as it determines may be required to be deducted and withheld with respect to the making of such payment under the Code, or any provision of state, local or foreign Tax Law. In the event that any amount is so deducted and withheld, such withheld amounts will be treated for all purposes of this Agreement as having been paid to the Person to whom the payment from which such amounts were withheld was made. Notwithstanding the foregoing, there shall be no withholding of U.S. federal income Tax if the Seller complies with Section 7.5(c) of this Agreement.

2.6 Allocation of Aggregate Acquisition Consideration. LEC shall, within sixty (60) days after the completion of the Post-Closing Adjustment, prepare an allocation of the Aggregate Acquisition Consideration, including amounts treated as liabilities for Tax purposes, among the assets of the Company (the “Allocation Schedule”), which shall be prepared in a manner and on a basis consistent with Section 1060 of the Code and the Treasury Regulations thereunder, and deliver it to the Seller for the Seller’s review and comments. If LEC and the Seller are unable to agree on the Allocation Schedule within thirty (30) days after LEC delivers the Allocation Schedule to the Seller, then the dispute shall be referred to the Adjustment Auditor for its determination. Each Party shall report the transactions contemplated by this Agreement to the applicable taxing authorities consistent with such final allocation (as agreed upon or determined pursuant to this Section 2.6), and shall not voluntarily take any action inconsistent therewith in any Tax return (including Internal Revenue Service Form 8594), in any refund claim, in any litigation or otherwise with respect to any Tax returns; provided, however, that (i) LEC’s cost for the Membership Interests may differ from the total amount allocated hereunder to reflect the inclusion in the total cost of items (for example, capitalized acquisition costs) not included in the amount so allocated, (ii) the amount realized by the Seller may differ from the total amount allocated hereunder to reflect transaction costs that reduce the amount realized for federal income tax purposes, and (iii) neither the Seller or any of its Affiliates nor LEC or any of its Affiliates will be obligated to litigate any challenge to such allocation of the Aggregate Acquisition Consideration by any taxing authority. LEC and the Seller also shall allocate and report any adjustments to the Aggregate Acquisition Consideration in accordance with Treasury Regulations Section 1.1060-1(e) (which proposed allocation shall be subject to review and comment by LEC and the dispute resolution provisions set forth in this Section 2.7 applicable to the initial allocation of the Aggregate Acquisition Consideration), and any allocations made as a result of such adjustments shall become part of the allocation set forth in this Section 2.7.

The Seller hereby represents and warrants to LEC as of the date of this Agreement and as of the Closing Date, as follows:

(a) The Seller is a limited liability company duly formed, validly existing and in good standing under the laws of Delaware and has all necessary limited liability company power and authority to conduct its business in the manner in which its business is currently being conducted. The Seller is qualified to do business as a foreign limited liability company, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification, except where the failure to be so qualified or in such good standing is not likely to have a material adverse effect on the ability of the Seller perform its obligations under, and to consummate the transactions contemplated by this Agreement.

(b) The Company is a limited liability company duly formed, validly existing and in good standing under the laws of Colorado and has all necessary limited liability company power and authority to conduct its business in the manner in which its business is currently being conducted. The Company is qualified to do business as a foreign limited liability company, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification, except where the failure to be so qualified or in such good standing is not likely to have a Company Material Adverse Effect.

(a) The Seller has delivered to LEC or its counsel true, correct and complete copies of the Charter Documents of the Company.

(b) Neither the Seller nor the Company is in default under or in violation of any of the provisions of its respective Charter Documents.

(a) The Membership Interests constitute all of the issued and outstanding equity interests of the Company and are owned of record and beneficially by the Seller free and clear of all Liens (other than Permitted Encumbrances). Upon transfer of the Membership Interests to LEC in accordance with the terms of Section 2, LEC will receive valid title to the Membership Interests, free and clear of all Liens (other than restrictions on transfer imposed by applicable securities Laws or any Liens created by or through LEC).

(b) All of the Membership Interests were issued in compliance with applicable Laws and the Company’s Charter Documents. None of the Membership Interests were issued in violation of any contract or agreement to which the Seller or the Company is a party or is subject or in violation of any preemptive or similar rights of any Person.

(c) The Company is not a party or subject to any Contract obligating the Company to issue any equity securities or any other securities and there is no circumstance or condition that may give rise to a claim by any Person that such Person is entitled to acquire any securities of the Company. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into, or exercisable or exchangeable for, securities having the right to vote) on any matter.

(d) The Company does not have outstanding and has not authorized any equity appreciation, phantom equity, profit participation, or similar rights.

(e) Neither the Seller nor the Company is a party or subject to any members agreement, voting agreement, voting trust or any other similar arrangement which has the effect of restricting or limiting the transfer, voting or other rights associated with the Membership Interests.

(f) There are no obligations, contingent or otherwise, of the Company to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person.

3.4 Financial Statements. The Seller has delivered to LEC or its counsel true, correct and complete copies of the unaudited balance sheet of the Company as of June 30, 2014 (the “Unaudited Balance Sheet”), and the related unaudited statement of operations, statements of members’ equity and statements of cash flows for the three-month period ended June 30, 2014 (all of the foregoing financial statements of the Company and any notes thereto are hereinafter collectively referred to as the “Financial Statements”). The Financial Statements were prepared from the books and records of the Company in the ordinary course of business in accordance with GAAP applied on a consistent basis throughout the period indicated therein and between periods and fairly present in all material respects the financial condition of the Company at the dates therein indicated and the results of operations, members’ equity and cash flows of the Company for the periods therein specified in accordance with GAAP, except that the unaudited financial statements do not contain footnotes and are subject to normal year-end adjustments, which adjustments are not, individually or in the aggregate, material.

3.5 Absence of Certain Changes. Since June 30, 2014, (a) there has not been a Company Material Adverse Effect and (b) except as expressly contemplated by this Agreement, the Company has conducted its business in the ordinary course of business and there has not occurred any action that, if taken after the date hereof without the consent of LEC, would constitute a breach of any of the covenants set forth in Section 5.1.

(a) Section 3.6(a) of the Seller Disclosure Schedule* sets forth a complete and accurate list of all material personal properties and assets that are owned, leased or used by the Company (collectively, the “Material Assets”). The Company has good and valid title, free and clear of all Liens (except Permitted Liens), to all of the Material Assets owned by them (except for assets sold or otherwise disposed of in the ordinary course of business not in violation of this Agreement since the date of the Unaudited Balance Sheet). All equipment and facilities included

in the Project are in good repair and operating condition subject to ordinary wear and tear and are suitable for the purposes for which they are employed and, to the Knowledge of the Seller, there was and is no material defect, hazard or dangerous safety condition existing with respect to any such equipment or facilities. The tangible and intangible personal property owned or leased by the Company, together with all leased real property of the Company, all owned, leased or licensed Intellectual Property of the Company, and all other assets and rights (including rights under Contracts) of the Company, are sufficient in all material respects for the operation of the business of the Company as currently conducted.

(b) The Company owns or leases or has a contractual right to use, all equipment and facilities necessary for the operation and maintenance of the Project. There is no Casualty Defect (regardless of whether covered by insurance) in existence.

(c) The Project has achieved Commercial Operation. The Project is connected to, or has available to it upon commercially reasonable terms, all public and private utility systems whose service is necessary for the operation of the Project as currently conducted, and such Project is receiving all utility services necessary for the operation of the Project as currently conducted.

(a) The Company does not own any real property or have any other interest in real property, other than the leasehold interests described in Section 3.7(b) below.

(b) Section 3.7 of the Seller Disclosure Schedule contains a true and complete list of all leases of real property (collectively, the “Real Property Leases”) to which the Company is a party (as lessee, sublessee, sublessor or lessor) as of the date hereof and sets forth the street address and legal description of such leased real property (collectively, the “Real Property”). Each Real Property Lease is valid and binding and has not been terminated or repudiated. True, correct and complete copies, including all amendments thereto, of such Real Property Leases have been delivered or made available to LEC.

(i) None of such buildings, structures or appurtenances that are the subject of the Real Property Leases (or any equipment therein), nor the operation or maintenance thereof, violates any restrictive covenant or any provision of any Law, or encroaches on any property owned by others in any material respect.

(ii) The Company is not a lessor or sublessor with respect any Real Property Lease.

(iii) With respect to each Real Property Lease pursuant to which the Company is a lessee or sublessee: the Company has a valid leasehold interest in the Real Property, free and clear of any and all Liens, except for Permitted Liens, and in each case, the Company has been in peaceable possession of the Real Property since the commencement of the original term of the applicable Real Property Lease and is not in default thereunder and there exists no default or event, occurrence, condition or act in respect of or on the part of the Company which, with the giving of notice, the lapse of time or the happening of any further event or condition, would become a default or event of default under any such Real Property Lease. All of the buildings,

structures and appurtenances that are the subject of the Real Property Leases are in good operating condition (ordinary wear and tear excepted), are adequate and suitable for the purposes for which they are presently being used and, with respect to each, the Company has adequate rights of ingress and egress for operation of the business of the Company in the ordinary course. None of such buildings, structures or appurtenances that are the subject of the Real Property Leases (or any equipment therein), nor the operation or maintenance thereof, violates any restrictive covenant or any provision of any Law, or encroaches on any property owned by others in any material respect. No condemnation proceeding is pending or, to the Knowledge of the Seller, threatened which would preclude or impair the use of any such property by the Company for the purposes for which it is currently used. The Real Property is all the real property that is necessary for the operation and maintenance of the Project.

(a) Section 3.8(a) of the Seller Disclosure Schedule sets forth (i) all Company-Owned Intellectual Property that is the subject of a registration, application for registration, or other filings or issuances by any Governmental Body (including the owner, inventor (if applicable), application, registration, patent, or other identifying number under which such right is identified, application or registration or issue date, jurisdiction, and the next maintenance deadline); (ii) all material unregistered Company-Owned Intellectual Property; and (iii) all Intellectual Property licensed to the Company.

(b) To the Knowledge of the Seller, the Company has taken all commercially reasonable steps to maintain the Company-Owned Intellectual Property that is the subject of an application, registration, or patent, and will continue to maintain such Intellectual Property until the Closing. The Company possesses, and shall continue to possess after the Closing, documentation relevant to any Trade Secrets that are Company Intellectual Property, that is current, accurate and sufficient in detail and content to identify and explain it and allow its full and proper use without reliance on the special knowledge or memory of others.

(c) Except as set forth in Section 3.8(c) of the Seller Disclosure Schedule: (i) the Company is the sole and exclusive owner of all right, title and interest in and to the Company-Owned Intellectual Property free and clear of all Liens (other than Permitted Liens); (ii) the Intellectual Property identified in Section 3.8(a) of the Seller Disclosure Schedule constitutes all of the Intellectual Property that is necessary for the conduct of the business of the Company as currently conducted; (iii) no proceedings, actions, suits, hearings, arbitrations, investigations, charges, complaints, claims, demands or similar actions have been instituted, are pending or, to the Knowledge of the Seller, are threatened orally or in writing challenging the validity or enforceability of the Company-Owned Intellectual Property; and (iv) to the Knowledge of the Seller, neither the use of the Company Intellectual Property as currently used by the Company in the conduct of its business, nor the conduct of the Company’s business as presently conducted, infringes, misappropriates or violates the Intellectual Property rights of any Person, and the Company has not received any written charge, complaint, claim, demand or notice in the past twenty-four (24) months alleging any of the same.

(d) All Software used internally by the Company is either owned by the Company or used pursuant to a valid license or other enforceable right and is not a “bootleg” version or

unauthorized copy. Except as set forth in Section 3.8(d) of the Seller Disclosure Schedule, the Company possesses such working copies of all the Software, including, object and (to the extent owned or licensed) source codes, and all related manuals, licenses and other documentation, as are reasonably necessary for the current conduct of its respective businesses.

(e) All Public Software used by the Company is set forth on Section 3.8(e) of the Seller Disclosure Schedule and is fully segregable and independent from any Software that is Company-Owned Intellectual Property, and no Public Software is or has been incorporated or otherwise integrated into, aggregated, compiled or distributed with any Software that is Company-Owned Intellectual Property. Except as set forth on Section 3.8(e) of the Seller Disclosure Schedule, the Company has not made any improvements or changes to any Public Software that would constitute improvements that the Company would be obligated to share with the open source community, nor has the Company based any Software that is Company-Owned Intellectual Property on any Public Software.

(f) The Company uses commercially reasonable measures to protect its Trade Secrets. No such Trade Secrets have been disclosed or permitted to be disclosed to any Person (except in the ordinary and normal course of business or except where, in the exercise of its reasonable business judgment, the Company decided to no longer keep such Trade Secret confidential).

(a) The Company has obtained, and is in material compliance with, all clearances, consents, certificates, authorizations, licenses, permits, approvals, waivers, variances, filings, accreditations, exemptions and registrations required under applicable Laws by any Governmental Body to permit the conduct of its business as currently conducted (each, a “Company Permit”), and all such Company Permits are identified in Section 3.9(a) of the Seller Disclosure Schedule and are valid and in full force and effect. No Governmental Body has provided any written or, to Knowledge of the Seller, oral notice that it intends to limit, suspend, revoke, withdraw, cancel or modify any such Company Permit. The Company has complied in all material respects with all of the applicable requirements of any applicable Governmental Body and under applicable Laws, including making all required filings, declarations, listings, registrations, notifications, certifications, reports or submissions, including adverse event reports. All such filings, declarations, listings, registrations, notifications, certifications, reports or submissions were in compliance with applicable Laws when filed, and no deficiencies have been asserted by any applicable Governmental Body with respect to any Company Permit or filings, declarations, listing, registrations, notifications, certifications, reports, submissions, or other matters and, to the Knowledge of the Seller, there are no facts that would reasonably give rise to an assertion of such a deficiency.

(b) The Company has not (i) made an untrue statement of a material fact or fraudulent statement to any Governmental Body or (ii) failed to disclose a material fact required to be disclosed to any Governmental Body.

(a) Section 3.10(a) of the Seller Disclosure Schedule lists all of the Material Contracts in effect as of the date of this Agreement. The Seller has delivered to LEC or its counsel a correct and complete copy of each such Material Contract, and any written or material waivers currently in effect with respect thereto.

(b) With respect to each Material Contract: (i) such Material Contract is valid, enforceable and in full force and effect and represents a legally valid and binding obligation of the Company and is, to the Knowledge of the Seller, with respect to each party thereto other than the Company, binding and enforceable against such party in accordance with its terms, in each case subject to (A) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (B) rules of law governing specific performance, injunctive relief and other equitable remedies; and (ii) except as disclosed in Section 3.10(b) of the Seller Disclosure Schedule, the Company is not in material breach or default of such Material Contract, no circumstances exist that would provide any other party a right to terminate for material breach or default of such Material Contract, and to the Knowledge of the Seller no other party to such Material Contract is in, or has threatened, material breach or default or a right of termination thereof. Except as disclosed in Section 3.10(b) of the Seller Disclosure Schedule, to the Knowledge of the Seller, all covenants to be performed by any other party to any Material Contract have been performed in all material respects. Except as disclosed in Section 3.10(b) of the Seller Disclosure Schedule, (x) the Company has not received written notice of cancelation or termination (or indicating an intention to cancel or terminate) during the three (3) years prior to the date hereof, a Material Contract, and (y) to the actual knowledge of Seller, the Company has not received any oral notice of cancelation or termination of (or indicating an intention to cancel or terminate), a Material Contract.

(d) In the last five (5) years, none of the Company or any of its directors, officers, or employees, or to the Knowledge of the Seller, consultants or agents, is or has been under (A) any administrative, civil or criminal investigation or indictment by any Governmental Body or (B) any audit by any Governmental Body (other than audits expressly covered by Section 3.17).

(e) The Company does not (i) owe any indemnity payment to any counterparty to any Principal Project Document or (ii) have any knowledge of any event, act, circumstance or condition which constitutes, or, with the passage of time would reasonably be expected to constitute, an event of force majeure under any Principal Project Document. The consummation of the transactions contemplated by this Agreement would not give any party to any Principal Project Document the right to terminate or alter the terms of such contract or a right to claim damages thereunder.

3.11 Liabilities. Except for (a) Liabilities set forth on and fully reserved against in the Unaudited Balance Sheet, (b) Liabilities that are immaterial and have been incurred in the ordinary course of business since the date of the Unaudited Balance Sheet, (c) Liabilities incurred by the Company pursuant to or in connection with the execution and delivery of this

Agreement that if not paid by the Company prior to the Closing would be deemed Unpaid Company Expenses, and (d) Liabilities that are set forth in the express terms of the Material Contracts and Company Permits (other than as a result of any breach or nonperformance thereof), the Company does not have any Liabilities that would be required to be accrued or disclosed on a balance sheet or financial statements for the Company prepared in accordance with GAAP. The Company does not have any assets or any Liabilities other than those arising from or otherwise relating to the ownership or operation of the Project.

3.12 Compliance with Laws. The Company is in material compliance with all applicable Laws, including those relating to employment, and the Company has not received any warning letters, notices of adverse findings, or similar documents that assert a lack of substantial compliance with any applicable Laws, except for warning letters, notices of adverse findings, or similar documents that are immaterial, that have been cured prior to the date hereof or that are no longer being asserted.

(a) The Company is an “electric utility company” and a “public-utility company” within the meaning of PUHCA, solely with respect to its ownership of a qualifying small power production facility within the meaning of Section 3(17)(C) of the FPA, that also qualifies for the exemption from PUHCA as set forth in 18 C.F.R. §292.602(b) and an exemption from regulation under PUHCA as set forth in 18 C.F.R. § 366.3(a). As of the Closing Date, the Company is exempt from regulation to the extent provided for under 18 C.F.R. § 292.601(c).

(b) The Company is not subject to any laws and regulations of any states in which it currently operates as such laws and regulations relate to the rates of electric utilities and the financial and organizational regulation of electric utilities, and the Company has timely filed, where the Company is required to file, any material tariff, contract or instrument for the approval or acceptance of any state energy regulatory agency. No state has requested and received from the FERC any permission to apply any state energy regulation to the Company.

3.14 Qualifying Facility. To the extent required by any applicable Law, on the date the Project first sold electricity, the Project was self-certified as a Qualifying Facility, and since such date, the Company has made and maintained all such filings with all Governmental Bodies as are required to obtain and maintain Qualifying Facility status.

3.15 Certain Business Practices. None of the Company, its officers, directors, employees and, to the Knowledge of the Seller, its agents and each other Person authorized to act on behalf of the Company, in each case, acting on behalf of the Company, seeking to further the business interests of the Company, (a) has used or is using any funds for any unlawful contributions, unlawful gifts, unlawful entertainment or other unlawful expenses; (b) has made any direct or indirect unlawful payments to any foreign or domestic Government Official or health care professional; (c) has violated or is violating any Anti-Corruption Laws; (d) has established or maintained, or is maintaining, any unlawful or unrecorded fund of monies or other properties; (e) has made, or is making, any false, materially misleading, or fictitious entries on its accounting books and records; (f) has made or received, or is making or receiving, any bribe, rebate, payoff, influence payment, kickback or other unlawful payment of any nature, or paid or

paying any fee, commission or other payment that has not been properly recorded on the Company’s accounting books and records as required by the Anti-Corruption Laws; or (g) has otherwise given or received anything of value to or from any Person for the purpose of obtaining or retaining business or to secure an improper advantage.

3.16 Related Party Transactions. There are no material obligations of the Seller or the Company to officers, directors, equityholders or employees of the Company other than (a) for payment of salaries and bonuses for services rendered and (b) reimbursement of customary and reasonable expenses incurred on behalf of the Company. Neither the Seller, nor any of its officers or directors, is directly interested in any Material Contract. Neither the Seller nor any of its Affiliates (other than the Company) owns, leases or subleases any real property, personal property or fixtures or any other assets used by or in connection with the ownership or operation of the Project.

(a) The Company has duly and timely filed all material Company Returns that they were required to file under applicable Laws and regulations. All such Company Returns are correct and complete in all material respects and were prepared in compliance with all applicable Laws and regulations. All material amounts of Taxes due and owing by the Company (whether or not shown on any Company Return) have been paid, except for Taxes accrued or specifically reserved for on the Financial Statements. The Company is not currently the beneficiary of any extension of time within which to file any Company Return. There are no Liens for Taxes (other than Permitted Encumbrances) upon any of the assets of, or interests in, the Company.

(b) No Tax audits, disputes, or administrative or judicial proceedings with respect to any Tax matters are being conducted or are pending against the Company and the Company has not been notified in writing by any Governmental Body that any Tax audit or administrative or judicial proceeding with respect to any Tax matters is contemplated. There is no written claim against the Company for any Taxes imposed on or with respect to the Company, and no assessment, deficiency or adjustment has been asserted, proposed or threatened in writing with respect to any Company Return of or with respect to the Company. No written inquiry or written claim has ever been made by an authority in a jurisdiction where the Company does not file Company Returns that the Company is or may be subject to taxation in that jurisdiction.

(c) Except as set forth in Schedule 3.17(c) of the Seller Disclosure Schedule, the Company is not a party to any agreement with any Affiliate or third party relating to allocating or sharing the payment of, or liability for, Taxes (other than customary sales, use and property Tax obligations under any Contract to which it is a party).

(d) The Company has withheld and paid all material amounts of Taxes required to have been withheld and paid by the Company, in connection with any amounts paid or owing to any employee, independent contractor, creditor, equityholder, or other third party.

(e) The Company does not have any liability for the Taxes of any person under Treasury Regulations Section 1.1502-6 (or any corresponding provisions of state, local or foreign Tax law), or as a transferee or successor, or by contract or otherwise.

(f) The Financial Statements fully accrue all Liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAP. No Taxes have been or will be incurred by the Company for the period from the date of the Financial Statements through the Closing Date other than in the ordinary course of business and other than employer payroll Taxes to be incurred in connection with the Acquisition.

(g) The Company has not consummated or participated in, nor is it currently participating in, any transaction that was or is a “reportable transaction,” within the meaning of Treasury Regulations Section 1.6011-4(c).

(h) The Company will not be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for a taxable period ending on or prior to the Closing Date, including by reason of the application of Section 481 of the Code (or any analogous provision of state, local, or foreign Tax law); (ii) “closing agreement” as described in Code Section 7121 (or any corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the Closing Date; (iii) intercompany transactions or any excess loss account described in Treasury Regulations under Code Section 1502 (or any corresponding or similar provision of state, local or foreign income Tax law); (iv) installment sale or open transaction disposition made on or prior to the Closing Date; (v) election under Section 108(i); or (vi) prepaid amount received on or prior to the Closing Date.

(i) The Seller has delivered or made available to LEC (i) complete and accurate copies of all Company Returns for 2011 through 2013, and (ii) complete and accurate copies of the Company’s 2012 and 2013 income Tax provision calculation and supporting workpapers prepared in accordance with GAAP, and (iii) complete and accurate copies of all audit or examination reports and statements of deficiencies assessed against or agreed to by the Company since 2011.

(j) The Company has waived any statute of limitations in respect of any Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.

(k) The Company has disclosed on its federal income Company Returns all positions taken therein that could give rise to a understatement of federal income Tax within the meaning of Section 6662 of the Code and to the extent applicable has complied with all reporting and recordkeeping requirements under Section 6038A of the Code with respect to certain foreign-owned companies and transactions with certain related parties.

(l) None of the property of the Company (i) is “tax-exempt use property” within the meaning of Section 168(h) of the Code, (ii) is “tax-exempt bond financed property” within the meaning of Section 168(g) of the Code.

(m) From the formation of the Company on November 4, 2010 through the Closing Date, the Company has been characterized as a disregarded entity for U.S. federal income tax purposes.

(n) The Company has not leased nor will lease any part of the Project to a Disqualified Person.

(o) The Project uses wind resources to generate electricity within the meaning of Section 48 of the Code, and all of the Qualified Investment constitutes expenses attributable ITC Eligible Property.

(p) As of the Closing Date, no federal, state, or local tax credit, except for the ITC, has been claimed with respect to any property that is part of the Project.

(q) No Project is comprised of any property (i) that is “used predominantly outside of the United States” within the meaning of Section 168(g) of the Code, (ii) that is “tax-exempt bond financed property” within the meaning of Section 168(g)(5), (iii) that is imported property of the kind described in Section 168(g)(6) of the Code, (iv) the “original use” (within the meaning of Section 48(a)(3)(B)(ii)) of the Code of which will not commence with the Company, (v) that is “tax-exempt use property” within the meaning of Section 168(h) of the Code, (vi) that is property not eligible for an ITC pursuant to Section 50(b) of the Code, or (vii) that is “public utility property” within the meaning of Section 168(i)(10) of the Code.

(r) The Company is not a “related person” to any purchaser under any Power Purchase Agreement for purposes of Sections 267 or 707 of the Code, assuming the Company shall not be considered a “related person” on account of a relationship with LEC or any Affiliate thereof.

(s) To the Knowledge of the Seller, the Power Purchasers will resell all energy purchased pursuant to the applicable Power Purchase Agreement to the public.

(a) The Company has not, or during the past six (6) years, had any employees. The Company does not sponsor, maintain or contribute to, and the Company has no liability with respect to, any employee benefit plan (as defined by Section 3(3) of ERISA, whether or not subject to ERISA).

(b) Neither the Company nor any ERISA Affiliate maintains, contributes to, is obligated to contribute to, or ever has maintained, contributed to, been obligated to contribute to, or withdrawn from, any employee benefit plan subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA. The Company has not incurred, nor would reasonably be expected to incur, any liability under Title IV of ERISA. Except as required by applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or similar state Law, neither the Company nor any ERISA Affiliate is obligated to provide retiree or post-employment welfare benefits including medical, disability, or life insurance benefits to any current or former employee, officer, or director of the Company. Neither the Company nor any ERISA Affiliate has incurred any liability for any tax imposed under Chapter 43 of the Code or civil liability under Section 502 (i) or (l) of ERISA.

(c) Except as set forth in Section 3.18(c) of the Seller Disclosure Schedule, neither the execution and delivery of this Agreement nor the transactions contemplated herein (either

alone or in combination with any other event (including, for the avoidance of doubt, the IPO and the consummation of the transactions contemplated by the Other Agreements)) will result in any payment becoming due to any employee, former employee, officer or director of the Company or result in any “excess parachute payment” within the meaning of Section 280G(b)(1) of the Code to any employee, former employee, officer or director of the Company.

(d) The Company’s relationships with all individuals who act as consultants can be terminated at any time for any reason upon no more than 30 days written notice without amounts being owed to such individuals, other than with respect to compensation or payments accrued before the notice of termination. All individuals who perform services for the Company who have been classified as other than employees have been properly classified.

(e) The Company has not taken any action that is subject to the requirements of the Worker Adjustment and Retraining Notification Act or any other similar applicable state Laws. Section 3.18(e) of the Seller Disclosure Schedule sets forth the name of each Person whose employment with the Company has been terminated since January 1, 2010.

3.19 Environmental Matters. Except as set forth in Section 3.19 of the Seller Disclosure Schedule:

(a) (i) The Company holds all material Environmental Permits required for the operation of the Project; (ii) each such Environmental Permit is identified in Section 3.19(a)(ii) of the Seller Disclosure Schedule; and (iii) each such Environmental Permit will remain valid and effective after the Closing without any notice to or consent of any Governmental Body;

(b) The Company is and has been in material compliance with all applicable or required (i) Environmental Permits, and (ii) Environmental Laws;

(c) There are no pending or, to the Knowledge of the Seller, threatened Environmental Claims against the Company, and the Company is not aware of any facts or circumstances which could reasonably be expected to form the basis for any Environmental Claim against the Company;

(d) No Releases of Hazardous Substances have occurred and no Person has been exposed to any Hazardous Materials at, from, in, to, on, or under any Site and no Hazardous Substances are present in, on, about or migrating to or from any Site that, in each case, would reasonably be expected to give rise to an Environmental Claim against the Company;

(e) Neither the Company nor any predecessor company of the Company, or any entity previously owned by the Company, has transported or arranged for the treatment, storage, handling, disposal, or transportation of any Hazardous Substance to any off-Site location which has or would reasonably be expected to result in an Environmental Claim against the Company;

(f) There are no (i) polychlorinated biphenyl containing equipment, (ii) underground storage tanks, or (iii) asbestos-containing material at the Real Property;

(g) There are no Phase I or Phase II environmental assessments which are in the possession of the Company with respect to any Real Property which have not been delivered to LEC prior to execution of this Agreement;

(h) Neither the execution of this Agreement nor consummation of the transaction contemplated by this Agreement will require notification to or consent of any Governmental Body or the undertaking of any investigations or remedial actions pursuant to Environmental Laws;

(i) The Company has not entered into or is subject to, any judgment, decree, order or other similar requirement of or agreement with any Governmental Body under any Environmental Laws;

(j) The Company has not assumed responsibility for or agreed to indemnify or hold harmless any Person for any liability or obligation arising under or relating to Environmental Laws, including but not limited to, any obligation for investigation, corrective or remedial action; and

(k) The Company has not failed to perform or suffered any act which would reasonably be expected to give rise to, material liability to any Person under any Environmental Law.

3.20 Insurance. The Company has the insurance policies and fidelity bonds of the types and in the amounts set forth in Section 3.20 of the Seller Disclosure Schedule (collectively, “Insurance Policies”). There is no claim (or to the Knowledge of the Seller, occurrence that would reasonably be expected to give rise to a claim) pending or incurred but not yet reported under any of the Insurance Policies as to which coverage has been or is reasonably expected to be questioned, denied or disputed by the underwriters of such Insurance Policies. The Seller has provided to LEC or its counsel true, correct and complete copies of all Insurance Policies, together with all endorsements, schedules and amendments related thereto. All Insurance Policies are in full force and effect, the policy periods have not yet ended and all premiums due and payable thereon have been paid in full on a timely basis, and the Company is in compliance in all material respects with the terms and conditions of such Insurance Policies. The Seller has no Knowledge of any threatened cancellation, avoidance, rescission, revocation, non-renewal, termination or material premium increase with respect to any Insurance Policy. Neither the execution of this Agreement nor the consummation of the Acquisition or the other transactions contemplated hereby will result in the termination of any Insurance Policy. The Insurance Policies provide adequate insurance coverage for the Company, and are sufficient for compliance with all Laws and Contracts to which the Company, or its assets, are subject.

3.21 Litigation. Except as set forth in Section 3.21 of the Seller Disclosure Schedule, there is no claim, hearing, enforcement, audit, investigation, agency proceeding, charge, lawsuit, action (including arbitration or mediation) or other legal proceeding (“Action”) pending (or, to the Knowledge of the Seller, threatened) against the Company and, to the Knowledge of the Seller, no event has occurred that would reasonably be expected to give rise to any Action against the Company. There is no Action against another Person brought by the Company currently pending. The Company is not a party or subject (as a specifically identified Person against which any of the following were issued) to the provisions of any order, writ, injunction, judgment or decree of any Governmental Body and none of the foregoing is outstanding against the Company.

3.22 Authority; Binding Nature of Agreement. The Seller has the requisite power and authority to enter into and perform its obligations under this Agreement and to consummate the Acquisition and the other transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Acquisition have been duly authorized by all necessary limited liability company action on the part of the Seller. This Agreement has been duly executed and delivered by the Seller and, assuming due authorization, execution and delivery by LEC, constitutes the valid and binding obligation of the Seller, enforceable against it in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights generally, and (b) the availability of injunctive relief and other equitable remedies.

3.23 Investment Company. The Company is not an “investment company,” or an “affiliated person” of an “investment company,” or a company “controlled” by an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

3.24 Non-Contravention; Consents. The execution and delivery of this Agreement by the Seller and the consummation by the Seller of the transactions contemplated by this Agreement will not cause a: (i) violation of any of the provisions of the Charter Documents of the Seller, the Company; (ii) violation by the Seller or the Company of any Law applicable to the Seller or the Company in any material respect; (iii) Lien (other than a Permitted Lien with respect to assets other than the Membership Interests) to be imposed on any assets of the Seller, the Company; or (iv) violation of, or result in the loss of any benefit under or constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancelation under, or accelerate the performance required under any Material Contract or Company Permit binding upon the Seller, the Company. Except as set forth in Section 3.24 of the Seller Disclosure Schedule, the Seller, the Company is not required to obtain any Consent from any Governmental Body or party to a Material Contract at any time prior to the Closing in connection with the execution and delivery of this Agreement or the consummation by the Seller of the Acquisition.

3.25 Financial Advisor. No broker, finder or investment banker is entitled to any brokerage or finder’s fee in connection with the Acquisition or any of the other transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Seller or the Company.

3.26 Bank Accounts. Section 3.26 of the Seller Disclosure Schedule sets forth a complete list of: (a) the name of each financial institution in which the Company maintains accounts or safe deposit boxes; (b) the names in which such accounts or boxes are held; (c) the type of account and account number; and (d) the name of each person authorized to draw thereon or have access thereto. Section 3.26 of the Seller Disclosure Schedule sets forth the name of each person, corporation, firm or other entity holding a general or special power of attorney from the Company and a description of the terms of such power of attorney.

3.27 Disclosure. This Agreement (including the Seller Disclosure Schedule) and the other agreements and certificates contemplated to be delivered by this Agreement and for inclusion in the Registration Statement (which, may include completed directors and officers questionnaires and registration statement questionnaires) do not and will not (a) contain any representation, warranty or information of the Company that is inaccurate or misleading with respect to any material facts or (b) omit to state any material fact necessary in order to make the representations, warranties and information of the Company contained herein, in the light of the circumstances under which such representations, warranties and information were made, not false or misleading.

3.28 Certain Acknowledgements. The Seller acknowledges and agrees that: (i) there exists no firm commitment, binding agreement or promise or other assurance of any kind, whether express or implied, oral or written, that a Registration Statement will become effective or that the IPO pursuant thereto will occur at a particular price or within a particular range of prices or occur at all; (ii) that neither LEC or any of its officers, directors, agents or representatives nor any Underwriter shall have any liability to the Seller, the Company or any other person affiliated or associated with the Seller or the Company for any failure of the Registration Statement to become effective, the IPO to occur at a particular price or within a particular range of prices or to occur at all; and (iii) the decision of the Seller to enter into this Agreement, and the decision of the Seller Stockholders to vote in favor of or consent to the transactions contemplated by this Agreement, has been or will be made independent of, and without reliance upon, any statements, opinions or other communications, or due diligence investigations which have been or will be made or performed by any prospective Underwriter, relative to LEC or the prospective IPO.

3.29 Sophisticated Investor. The Seller is a sophisticated investor, represented by independent legal, tax and financial advisors with experience in the acquisition and valuation of equity interests similar to the LEC Stock. The Seller acknowledges that it has had a reasonable opportunity to ask questions of and receive answers from LEC concerning any and all matters relating to LEC, the LEC Stock and the transactions described herein including, without limitation, the background and experience of the current and proposed officers and directors of LEC, the plans for the business, operations and financial condition of LEC, the business, operations and financial condition of the Other Founding Companies, and any plans for additional acquisitions and the like.

3.30 Information and Investment Intent. The Seller recognizes that its investment in the LEC Stock involves substantial risks and acknowledges that it can afford to undertake such risks, including the loss of its entire investment in the LEC Stock. The Seller acknowledges that any financial projections that may have been provided to it (a) are based on assumptions of future operating results that are tied to assumptions about certain events (many of which are beyond the control of LEC) and (b) are for illustrative purposes only and the Seller has conducted its own due diligence on financial performance. The Seller understands that no assurances or representations can be given that the actual results of the operations of LEC shall conform to the projected results reflected in LEC’s projections for any period. The Seller has relied solely on its own legal, tax and financial advisors, and the representations and warranties set forth in this Agreement for its evaluation of an investment in LEC Stock, and not on the advice of LEC or any of its respective legal, tax or financial advisors.

LEC represents and warrants to the Seller, as of the date of this Agreement and as of the Closing, as follows:

(a) LEC is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware.

(b) Section 4.1(b) of the LEC Disclosure Schedule* sets forth the name of each Subsidiary of LEC as of the date of this Agreement (each a “LEC Subsidiary”) and sets forth the number and class of the authorized capital stock of each LEC Subsidiary and the number of shares of, or other ownership interests in, each LEC Subsidiary that are issued and outstanding as of the date of this Agreement, all of which shares or interests (except as set forth in Section 4.1(b) of the LEC Disclosure Schedule are owned by LEC, as applicable, free and clear of all Liens, security interests, voting interests, pledges, voting trusts, equities, restrictions, encumbrances and claims of every kind. Except as set forth in Section 4.1(b) of the LEC Disclosure Schedule, there are no rights to acquire any such shares or ownership interests that are outstanding as of the date of this Agreement. Except as set forth in Section 4.1(b) of the LEC Disclosure Schedule, as of the date of this Agreement, LEC does not own, of record or beneficially, or control, directly or indirectly, any capital stock, securities convertible into capital stock or any other equity interest in any corporation, association or business entity nor is LEC, directly or indirectly, a participant in any joint venture, partnership or other non-corporate entity.

4.2 Authority; Binding Nature of Agreement. LEC has all necessary corporate power and authority to perform its obligations under this Agreement, and the execution, delivery and performance by LEC of this Agreement have been duly authorized by all necessary corporate action on the part of LEC its board of directors. This Agreement constitutes the legal, valid and binding obligation of LEC, enforceable against it in accordance with its terms, subject to (a) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (b) rules of law governing specific performance, injunctive relief and other equitable remedies.

4.3 Non-Contravention; Consents. The execution and delivery of this Agreement by LEC and the consummation by LEC of the transactions contemplated by this Agreement will not: (a) cause a violation of any of the provisions of the certificate of incorporation or bylaws of LEC, (b) cause a violation by LEC of any Law applicable to LEC, or (c) cause a violation of, result in the loss of any benefit under or constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under any material Contract binding upon LEC, except, in the case of clauses (b) and (c), for any such violations or occurrences, if any, that would not reasonably be expected to have a material adverse effect on the ability of LEC or to consummate the Acquisition or other transactions contemplated hereby (each such material adverse effect, a “LEC Material Adverse Effect”). Except as may be required by the DGCL, the HSR Act or any applicable Other Antitrust Laws or governmental regulation and any Consent that would not reasonably be expected to have a LEC Material Adverse Effect, LEC is not required to obtain any Consent from any Governmental Body or any party to a material contract that is binding on LEC at any time prior to the Closing in connection with the execution and delivery of this Agreement or the consummation of the Acquisition.

4.4 Litigation. As of the date of this Agreement, there is no Action pending before any court of competent jurisdiction or other Governmental Body (or, to the Knowledge of LEC, threatened) against LEC.

(b) Except as set forth in Section 4.5(b) of the LEC Disclosure Schedule or pursuant to the Other Agreements, as of the date of this Agreement, (i) there are no other existing options, warrants, calls, rights (including conversion rights, preemptive rights, co-sale rights, rights of first refusal or other similar rights) or agreements to which LEC or any holder of LEC Stock, is a party requiring, and there are no securities of LEC outstanding which upon conversion or exchange would require, the issuance, sale or transfer of any additional shares of capital stock or other equity securities of LEC or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase shares of LEC Stock or other equity securities of LEC, (ii) there are no obligations, contingent or otherwise, of LEC to (A) repurchase, redeem or otherwise acquire any shares LEC Stock or (B) purchase or acquire capital stock or other ownership interests of another Person and (iii) there are no outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to LEC. Except as set forth in Section 4.5(b) of the LEC Disclosure Schedule, as of the date of this Agreement, there are no bonds, debentures, notes or other Debt of LEC having the right to vote or consent (or, convertible into, or exchangeable for, securities having the right to vote or consent) on any matters on which any holders of LEC Stock may vote. There are no voting trusts, irrevocable proxies or other Contracts or understandings to which LEC or any holder of LEC Stock is a party or is bound with respect to the voting or consent of any shares of LEC Stock.

(c) The LEC Stock constitutes all authorized capital stock of LEC. All of the outstanding shares of LEC Stock have been duly authorized and validly issued, and are fully paid and nonassessable and have been issued and granted in all material respects in compliance with all applicable Laws, including securities and “blue sky” Laws. All of the outstanding shares of LEC Stock are not subject to, and were not issued in violation of, any preemptive rights, purchase options, call option, right of first refusal, subscription right or any similar right under any provision of applicable law, LEC’s charter or bylaws, or any Contract to which LEC is a party or is otherwise bound. There are no accrued or unpaid dividends, and no commitments or agreements to declare or pay dividends, in each case, with respect to any issued or outstanding shares of LEC Stock.

(d) At the time of issuance thereof, LEC Stock to be delivered to the Seller pursuant to this Agreement will constitute valid and legally issued shares of LEC, fully paid and nonassessable and granted in all material respects in compliance with all applicable Laws. The shares of LEC Stock to be issued to the Seller pursuant to this Agreement will not be registered under the 1933 Act.

4.6 Financial Advisor. No broker, finder or investment banker is entitled to any brokerage or finder’s fee in connection with the Acquisition or any of the other transactions contemplated by this Agreement based upon arrangements made by or on behalf of LEC.

4.7 Financial Statements. LEC has delivered to the Seller or its counsel true, correct and complete copies of the audited balance sheet of LEC and its Subsidiaries as of December 31, 2014 (the “LEC Unaudited Balance Sheet”), and the related unaudited statement of operations, statements of members’ equity and statements of cash flows for the twelve-month period ended December 31, 2014 (all of the foregoing financial statements of LEC and its Subsidiaries and any notes thereto are hereinafter collectively referred to as the “LEC Financial Statements”). The LEC Financial Statements were prepared from the books and records of LEC and its Subsidiaries in the ordinary course of business in accordance with GAAP applied on a consistent basis throughout the period indicated therein and between periods and fairly present in all material respects the financial condition of LEC at the dates therein indicated and the results of operations, shareholders’ equity and cash flows of LEC and its Subsidiaries for the periods therein specified in accordance with GAAP.

4.8 Liabilities. Except for (a) Liabilities set forth on and fully reserved against in the LEC Unaudited Balance Sheet, (b) Liabilities that are immaterial and have been incurred in the ordinary course of business since the date of the LEC Unaudited Balance Sheet (including in connection with the IPO), (c) Liabilities contemplated by this Agreement or the Other Agreements or otherwise in connection with the transactions contemplated hereby or thereby (including in connection with the IPO) and (d) Liabilities set forth in contracts entered into by LEC or its Subsidiaries in the ordinary course of business, neither LEC nor any of its Subsidiaries has any Liabilities as of the date of this Agreement that would be required to be accrued or disclosed on a balance sheet or financial statements for LEC prepared in accordance with GAAP.

4.9 Compliance with Laws. LEC and each of its Subsidiaries are in material compliance with all applicable Laws, including those relating to employment, and, to the Knowledge of LEC, neither LEC nor any of its Subsidiaries has received any warning letters, notices of adverse findings, or similar documents that assert a lack of substantial compliance with any applicable Laws, except for warning letters, notices of adverse findings, or similar documents that are immaterial, that have been cured prior to the date hereof or that are no longer being asserted.

4.10 Sophisticated Investor. LEC is a sophisticated investor, represented by independent legal, tax and financial advisors with experience in the acquisition and valuation of ongoing businesses and development projects similar to the Project. LEC acknowledges that it has had a reasonable opportunity to ask questions of and receive answers from the Seller, including those concerning the Membership Interests, the Seller, the Company and the Project. In addition, LEC has been afforded access to the books and records, facilities and personnel of the Seller and the Company for purposes of conducting a due diligence investigation and has conducted such due diligence investigation.

4.11 Information and Investment Intent. LEC recognizes that its investment in the Project, through its purchase of the Membership Interests, involves substantial risks and acknowledges that it can afford to undertake such risks, including the loss of its entire investment in the Project, through its purchase of the Membership Interests. LEC acknowledges that any financial projections that may have been provided to it (a) are based on assumptions of future operating results that are tied to assumptions about certain events (many of which are beyond the control of the Seller and the Company) and (b) are for illustrative purposes only and LEC has conducted its own due diligence on financial performance. LEC understands that no assurances or representations can be given that the actual results of the operations of the Company shall conform to the projected results reflected in the Seller’s projections for any period. LEC has relied solely on its own legal, tax and financial advisors, and the representations and warranties set forth in this Agreement, for its evaluation of an investment in the Project, through its purchase of the Membership Interests, and not on the advice of the Seller or the Company or any of their respective legal, tax or financial advisors.

5.1 Conduct of the Business of the Company. During the Pre-Closing Period, the Seller shall, unless it has otherwise obtained LEC’s prior written consent, and shall cause the Company to (a) carry on and operate its business in the ordinary course (including authorizing and carrying out development activities consistent with past practice and using commercially reasonable efforts to keep available the services of the Company’s current officers and key service providers; provided, however, in no event shall the Company put in place any new employee retention agreements) and (b) comply in all material respects with (i) applicable Laws, (ii) the requirements of all Material Contracts and (iii) the Company Permits. Without limiting the generality of the foregoing, except as set forth in Section 5.1 of the Seller Disclosure Schedule or to the extent expressly required pursuant to Sections 1, 2, 5 or 6 of this Agreement, the Seller shall not, without the prior written consent of LEC, permit the Company to:

(b) (i) split, combine or reclassify any of its equity or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for Membership Interests or any other equity interest in the Company, or (ii) purchase, redeem or otherwise acquire any Membership Interests, or any rights, warrants or options to acquire any Membership Interests;

(c) issue, grant or deliver any Membership Interests or any other equity interest in the Company, any shares or other equity interests, as applicable, of any Subsidiary or any other securities convertible into, or subscriptions, rights, warrants or options to acquire, or other agreements or commitments of any character obligating it to issue any such Membership Interests or any other equity interest in the Company, shares or other equity interests, as applicable, of such Subsidiary or any other securities;

(e) mortgage, pledge or otherwise encumber any assets or sell, transfer, assign, license or otherwise dispose of any assets;

(f) (i) waive, release, assign or exercise (other than in the ordinary course of business) any right under, terminate (except for an expiration in accordance with its terms) or make any material change in (whether by amendment or modification or otherwise), any Material Contract, or enter into or renew any Contract (other than automatic renewals of Contracts in existence on the date hereof pursuant to their terms) that, if entered into on or prior to the date hereof, would constitute a Material Contract or (ii) waive any material right of the Company under, or abandon, cease to prosecute or fail to maintain, sell or otherwise dispose of or license or assign any Company Permit or Company Intellectual Property;

(g) make any loans, advances or capital contributions to, or investments in, any other Person;

(h) make or authorize any capital expenditures, capital additions or capital improvements in excess of $50,000 in the aggregate;

(j) fail (i) to use commercially reasonable efforts to keep in full force and effect all Insurance Policies, other than such policies that expire by their terms (in which event the Company shall use commercially reasonable efforts so that such policies and coverage will be renewed or replaced) and (ii) to cause the Company to maintain (including, if required, by renewing the Insurance Policies) substantially the same insurance coverage types and amounts and substantially the same insurance policy premiums as the Insurance Policies;

(k) pay or discharge any claims, Liens or Liabilities which are not reserved for or reflected on the balance sheets included in the Financial Statements or incurred in the ordinary course of business and consistent with past practice since June 30, 2014 (other than transaction costs incurred by the Company in connection with the transactions contemplated by the Agreement);

(l) (i) grant or pay any severance or termination pay or benefits to any director, officer or employee of the Company; (ii) establish, adopt, enter into, amend or terminate any employee benefit plan (as defined in Section 3(3) of ERISA) or plan, agreement, program, policy, trust, fund or other arrangement that would be such a plan if it were in existence as of the date of this Agreement; (iii) increase the compensation or fringe benefits of any current or former employee, director or officer of the Company; or (iv) grant or pay any bonus, profit sharing, pension, retirement or insurance payment, distribution or arrangement to or with any director, officer or employee of the Company, except, in each case, as required to comply with applicable Law or an employee benefit plan (as defined in Section 3(3) of ERISA) of the Company;

(m) make any change in any method of accounting or accounting practice, except that the Company shall be permitted to make changes reasonably determined by the Company in good faith to be required to comply with applicable Law;

(n) waive, release, assign, compromise, commence, settle or agree to settle any pending Action (including any such Action relating to this Agreement or the transactions contemplated hereby) other than waivers, releases, compromises or settlements in the ordinary course of business that involve only the payment of monetary damages not in excess of $50,000 in the aggregate, in any case without the imposition of equitable relief on, or the admission of wrongdoing by, the Company;

(o) (i) hire any person for employment with the Company or (ii) plan, announce, implement or effect any reduction in force, lay-off, early retirement program, severance program or other program concerning the termination of employment of employees of the Company (other than routine employee terminations for cause);

(p) make or change any accounting method or election in respect of Taxes, settle any claim or assessment in respect of Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes;

(q) write off as uncollectible any notes or accounts receivable, except write-offs in the ordinary course of business consistent with past practice charged to applicable reserves; or

(r) agree or commit to take any of the actions described in clauses “(a)” through “(q)” of this Section 5.1.

(a) During the Pre-Closing Period, the Seller shall not, and shall not permit the Company to, authorize, instruct or permit its respective officers, directors or employees or any investment banker, attorney or other advisor or representative retained by it to (i) solicit, initiate, facilitate or encourage any inquiries, proposals or offers with respect to, or the submission of, any Takeover Proposal by any Person or any inquiry, proposal or offer that is reasonably likely to lead to a Takeover Proposal or (ii) engage, continue or participate in any discussions or negotiations regarding, or furnish or cause to be furnished to any Person any non-public information with respect to, or take any other action intended or reasonably expected to facilitate the making of any inquiry or proposal to the Company that constitutes, or may reasonably be expected to lead to, any Takeover Proposal by any Person (other than LEC or its Affiliates or their respective representatives) other than to state that they are not permitted to have discussions and to refer to this Agreement. It is understood that any violation of the restrictions set forth in the preceding sentence by any officer, director or employee of the Company or any investment banker, attorney or other advisor or representative of the Company, acting on behalf of, and with the authorization of, the Company, shall be deemed to be a breach of this Section 5.2(a) by the Company.

(b) The Seller promptly (and in all events within two (2) Business Days) shall advise LEC orally and in writing of the receipt of any Takeover Proposal, inquiry or indication of interest that could lead to a Takeover Proposal, or request for nonpublic information and the

material terms and conditions of any such Takeover Proposal, inquiry or request, and the identity of the Person making any such Takeover Proposal, inquiry or request (including an accurate and complete copy thereof). The Seller will promptly keep LEC informed in all material respects of the status and details (including amendments or proposed amendments) of any such Takeover Proposal. The Seller agrees not to, without the prior written consent of LEC, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which the Seller is a party.

6.1 Release. For and in consideration of the amounts payable to the Seller under this Agreement, effective as of the Closing Date, the Seller hereby releases, acquits and forever discharges the Company, LEC and each of their present and former officers, directors and employees and each of their respective heirs, executors, administrators, successors and assigns, of and from any and all manner of action or actions, cause or causes of action, demands, rights, Damages, Liabilities, debts, dues, sums of money, accounts, reckonings, costs, expenses, responsibilities, covenants, contracts, controversies, agreements and claims whatsoever, whether known or unknown, of every name and nature, both in law and in equity, which the Seller ever had, now has, or which it may have or shall have against the Company, LEC, their respective Subsidiaries or any other Person referred to above arising out of any matters, causes, acts, conduct, claims, circumstances or events occurring or failing to occur or conditions existing at or prior to the Closing (“Seller Claims”); provided, however, that notwithstanding the foregoing or anything else contained herein to the contrary, the Seller is not releasing, acquitting or discharging any Seller Claims or rights or remedies to which the Seller is entitled under this Agreement, the Escrow Agreement or any other agreements entered into in connection with this Agreement, including, without limitation, any indemnities pursuant to Section 9.1(b) hereunder or the Escrow Agreement.

6.2 Regulatory Filings. If LEC determines in good faith that a Notification and Report Forms relating to the transactions contemplated herein with the U.S. Federal Trade Commission (the “FTC”) or the Antitrust Division of the U.S. Department of Justice (the “DOJ”) is reasonably necessary to comply with the HSR Act or that any filings or notices with any Foreign Antitrust Authorities are reasonably necessary to comply with Other Antitrust Laws, the Parties shall act in accordance with this Section 6.2. As soon as reasonably practicable following such determination, the Seller and LEC each shall file such Notification and Report Forms with FTC and DOJ. In addition, to the extent applicable, the Parties shall file with the applicable Foreign Antitrust Authorities the pre-merger notification forms and other filings and notices required by Other Antitrust Laws. Any applicable filing fees in connection with the filings required under this Section 6.2 shall be shared equally by between the Seller and LEC. The Seller and LEC each shall (a) promptly supply the other Party with any information which may be required in order to effectuate such filings, (b) use reasonable best efforts promptly to cause the expiration or termination of any applicable waiting periods under the HSR Act and any applicable Other Antitrust Laws and (c) promptly supply any additional information which may reasonably be required by the FTC, the DOJ or Foreign Antitrust Authorities and which the Parties may reasonably deem appropriate. Each of the Seller and LEC will notify the other Party promptly upon the receipt of (i) any comments from any officials of the FTC, the DOJ or Foreign Antitrust Authorities in connection with any filings made pursuant hereto and (ii) any request by

any officials of the FTC, the DOJ or Foreign Antitrust Authorities for amendments or supplements to any filings made pursuant to, or information provided to comply in all material respects with, any Laws, including the requirements of the HSR Act and Other Antitrust Laws. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to this Section 6.2, the Seller or LEC, as the case may be, will promptly inform the other Party of such occurrence and cooperate in filing with the applicable Governmental Body such amendment or supplement. Each of the Seller and LEC shall give the other Party prompt notice of the commencement or known threat of commencement of any proceeding by or before any Governmental Body with respect to the Acquisition or any of the other transactions contemplated by this Agreement, keep the other Party informed as to the status of any such proceeding or threat, and in connection with any such proceeding, each of the Seller or LEC will permit authorized representatives of the other Party to be present at each meeting or conference relating to any such proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such proceeding, provided, however, that LEC shall be solely responsible for the final content of any substantive oral or written communications with any applicable Foreign Antitrust Authorities. Upon the terms and conditions set forth herein, each Party shall use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things, necessary, proper or advisable to make effective as promptly as practicable, but in no event later than the End Date, the Acquisition and other transactions contemplated hereby in accordance with the terms hereof, including, if LEC determines in accordance with Section 6.2 that filings with the DOJ, FTC or Foreign Antitrust Authorities are required, obtaining all authorizations, approvals, consents, or expirations of applicable waiting periods in connection with such filings. Notwithstanding anything in this Agreement to the contrary, in no event will LEC be obligated to (A) propose, or agree to accept, any undertaking or condition, to enter into any consent decree, to make any sale, divestiture or disposition, to accept any operational restriction (including any requirement to hold separate (including by trust or otherwise) any business, operations, product lines or assets), (B) take any other action that, in the reasonable judgment of LEC, would reasonably be expected to limit the right of LEC to operate, own, operate or retain its business (including, for the avoidance of doubt, the business acquired pursuant to the Other Agreements) or (C) defend any judicial or administrative action or similar proceeding instituted (or threatened to be instituted) by any Person including in connection with obtaining clearance under the HSR Act and approvals from the Foreign Antitrust Authorities.

(a) Not less than ten (10) days prior to the Closing, the Seller, at Seller’s sole cost, deliver to LEC a preliminary title report for a leasehold policy of title insurance for the Real Property, from the Title Company, along with copies of all documents and instruments reflecting items noted as exceptions to title (the “Preliminary Title Report”). The Preliminary Title Report will be in sufficient detail to provide the basis for the issuance of the Title Policy (as defined below).

(b) At the Closing, the Company will either deliver to LEC an ALTA Leasehold Policy of Title Insurance from the Title Company (the “Title Policy”) or a binding undertaking from the Title Company to issue such policy, insuring that leasehold title to the Real Property is

vested in the Company. The Title Policy will contain no exceptions (including any so-called “standard exceptions”) and will insure leasehold title to the Real Property in the Company with such affirmative endorsements as may be requested by LEC, including, but not limited to, zoning (Form 3.1), survey, access and contiguity. The cost of the premium charged by the Title Company will be at the sole cost of the Seller.

6.4 Access and Cooperation; Due Diligence. During the Pre-Closing Period, the Seller shall, and shall cause the Company to, afford to the officers and authorized representatives of LEC access to all of the Company’s sites, properties, books and records and will furnish LEC with such additional financial and operating data and other information as to the business and properties of the Company as LEC may, from time to time, reasonably request upon reasonable prior notice. The Seller shall, and shall cause the Company to, cooperate with LEC, its representatives, auditors and counsel in the preparation of any documents or other material which may be required in connection with any documents or materials required by this Agreement, as well as the arrangement of financing by LEC. LEC and the Seller shall (and the Seller shall cause the Company to) treat all information obtained in connection with the negotiation and performance of this Agreement and the due diligence investigations conducted with respect to the Other Founding Companies as confidential in accordance with the provisions of the Confidentiality Agreement.

6.5 Other Consents. Promptly following the execution of this Agreement, the Seller shall, and LEC shall cooperate with the Seller by executing any request for a Consent that requires its signature, deliver a request for Consent (or deliver notices, as applicable) under the Contracts listed on Schedule 6.5 of the Seller Disclosure Schedule. Notwithstanding the foregoing and subject to the provisions of this Agreement, (a) no amendment or modification shall be made to any Contract to obtain any required Consent without the prior written consent of LEC and (b) no Party nor any of their respective Affiliates shall be required to (i) dispose or hold separate any part of its or the Company’s business, operations, product lines or assets, (ii) not compete in any geographic area or line of business or (iii) restrict the manner in which, or whether, LEC and its Subsidiaries, the Seller, the Company, or any of their respective Affiliates may carry on business (including, for the avoidance of doubt, the business acquired pursuant to the Other Agreements) in any part of the world.

(a) LEC shall file or cause to be filed when due (taking into account all extensions properly obtained) all Company Returns that are required to be filed after the Closing Date and LEC shall remit or cause to be remitted to the appropriate taxing authority any Taxes due in respect of such Company Returns. With respect to Company Returns filed by LEC that relate to taxable years or periods ending on or before the Closing Date or Straddle Periods, such Company Returns shall be prepared in a manner consistent with the past practice of the Company, except as otherwise required under applicable Law. The Company Returns described in the preceding sentence shall be submitted to the Seller not later than thirty (30) days prior to the due date for filing such Company Returns (or, if such due date is within sixty (60) days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by the

Seller, which approval may not be unreasonably withheld, conditioned or delayed and which approval (or reasons for non-approval) shall be provided to LEC within ten (10) Business Days after the Seller’s receipt of such Company Return. LEC shall not cause or permit the amendment, refiling or other modification of any Company Return with respect to any taxable year or period ending on or before the Closing Date or any Straddle Period without the prior written consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed, unless such approval (or reasons for non-approval) shall not have been provided to LEC within ten (10) Business Days after the Seller’s receipt of such amendment, refiling or other modification of any Company Return.

(b) LEC shall notify the Seller in writing promptly upon receipt by LEC or any Affiliate of LEC (including the Company), after the Closing Date, of written notice of any pending or threatened federal, state, local or foreign Tax audits or assessments which may materially affect the Tax liabilities of the Company for which the Seller would be required to indemnify any LEC Indemnified Party pursuant to this Agreement. The Seller shall have the right to represent the Company’s interests in any Tax audit or administrative or court proceeding relating to Tax liabilities for which the Seller would be required to indemnify any LEC Indemnified Party pursuant to this Agreement and which relate to taxable periods ending on or before the Closing Date and any Straddle Period, and to employ counsel of the Seller’s choice at the Seller’ expense; provided, however, that LEC and its representatives shall be permitted, at LEC’s expense, to be present at, and participate in, any such audit or proceeding. Notwithstanding the foregoing, the Seller shall not be entitled to settle any claim for Taxes which would adversely affect the liability for Taxes of any LEC Indemnified Party for any period after the Closing Date without the prior written consent of LEC, which consent may not be unreasonably withheld, conditioned or delayed. In the event of any inconsistency or conflict between this Section 6.7(b) and Section 9.1(c), this Section 6.7(b) shall be applicable and not Section 9.1(c).

(c) LEC, the Company and the Seller shall cooperate as and to the extent reasonably requested by the other Party, in connection with the preparation and filing of Company Returns, and any proceeding, investigation, dispute, audit or review by a Governmental Body with respect to Taxes. Such cooperation shall include signing any Company Returns, amended Company Returns, claims or other documents necessary to settle any Tax controversy or dispute, executing powers of attorney, the retention and (upon the other Party’s request) the provision of records and information which are reasonably relevant to any such proceeding, investigation, audit or review and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided under this Agreement. LEC and the Seller agree to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable period beginning before the Closing Date until the later of (i) the expiration of the statute of limitations (and, to the extent notified by LEC, the Company, any extensions thereof) of the respective taxable periods and (ii) the final resolution of any indemnification claims made by a LEC Indemnified Party relating to Taxes prior to any such expiration of the statute of limitations, and to abide by all record retention agreements entered into with any taxing authority.

(d) Notwithstanding anything to the contrary in this Agreement, the Seller shall be responsible for all employer payroll Taxes, if any, attributable to the payment of transaction based compensation in connection with the transactions contemplated by this Agreement, and such amounts shall reduce or be deducted from the consideration otherwise payable pursuant to this Agreement, and shall be indemnified by the Seller.

(e) LEC and the Seller shall each pay fifty percent (50%) of all sales, use, value added, transfer, stamp, registration, documentary, excise, real property transfer, or similar Taxes incurred as a result of the transactions contemplated in this Agreement and LEC shall file (or cause to be filed) all related Tax returns with respect to such Taxes payable on or after the Closing Date, and the Seller shall cooperate with LEC in connection with any such filings.

6.8 Notification of Certain Events. During the Pre-Closing Period, the Seller shall promptly notify LEC of, and furnish LEC with, any information it may reasonably request with respect to, (a) the occurrence of any event or condition or the existence of any fact that would reasonably be expected to cause any of the conditions set forth in Section 7 not to be satisfied, (b) the occurrence of any event or condition or the existence of any fact that would reasonably be expected to result in any representation or warranty made by the Seller in Section 3 being untrue or inaccurate in any material respect, (c) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would reasonably be expected to become a default under any Material Contract, (d) any material actions, suits, claims or proceedings in connection with the Acquisition, (e) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the Acquisition, (f) the occurrence of any event or condition or the existence of any fact which has had a Company Material Adverse Effect or (g) the occurrence or non-occurrence of any event or condition that would reasonably be expected, individually or in the aggregate, to result in a Company Material Adverse Effect. The Seller’s satisfaction of its obligations in the foregoing sentence shall not relieve the Seller of any of its other obligations under this Agreement and no information delivered to LEC pursuant to this Section 6.8 shall (i) amend the Seller Disclosure Schedule, (ii) impact the accuracy of any of the representations and warranties made by the Seller in this Agreement, (iii) determine whether any of the conditions set forth in Section 7 has been satisfied or (iv) limit or otherwise affect the Indemnified Parties’ rights to indemnification pursuant to Section 9.

6.9 Regulatory Matters. During the Pre-Closing Period, to the extent not prohibited by applicable Laws, the Seller shall, and shall cause the Company to, provide LEC with a reasonable opportunity (given the circumstances) to consult with the Seller and the Company prior to the Seller’s, the Company’s making any material correspondence, communication, notification or consultation with or by any Governmental Body.

6.10 Unpaid Company Expenses; Company Retired Indebtedness. On the Closing Date, LEC shall pay, or cause to be paid, any Unpaid Company Expenses and Company Retired Indebtedness reflected on the Closing Financial Certificate. Prior to the Closing, the Seller shall have caused to be released all Liens (other than Permitted Liens) in and upon any of the properties and assets of the Company.

(a) The Seller shall furnish or cause to be furnished to LEC and the Underwriters all of the information concerning the Seller, the Company and the Projects required for inclusion in, and will cooperate with LEC and the Underwriters in the preparation of, the Registration Statement and the prospectus included therein (including audited, unaudited and pro forma financial statements, prepared in accordance with GAAP, in form suitable for inclusion in the Registration Statement, as well as completed director and officer questionnaires and registration statement questionnaires). The Seller agrees to promptly advise LEC if, at any time during the period in which a prospectus relating to the IPO is required to be delivered under the 1933 Act, any information contained in the prospectus concerning the Seller, the Company or the Project becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy. Insofar as the information relates solely to the Seller or the Company, the Seller represents and warrants that the Registration Statement will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

(b) If, prior to the twenty-fifth (25th) day after the date of the final prospectus of LEC utilized in connection with the IPO, the Seller becomes aware of any fact or circumstance which would change (or, if after the Closing Date, would have changed) a representation or warranty of the Seller in this Agreement or would affect any document delivered pursuant hereto in any material respect, the Seller shall immediately give notice of such fact or circumstance to LEC; provided, however, such notification shall not relieve the Seller of its obligations under this Agreement and, at the sole option of LEC, the truth and accuracy of any and all representations and warranties of the Seller at the date of this Agreement and on the Closing Date shall be a precondition to the consummation of the transactions contemplated by this Agreement.

6.12 Transfer Restrictions. The Seller shall not, prior to the six-month anniversary of the Closing Date, (i) sell, assign, exchange, transfer, encumber, pledge, distribute, appoint or otherwise dispose of (a) any shares of LEC Stock acquired by the Seller in the Acquisition, or (b) any interest (including, without limitation, an option to buy or sell) in any such shares of LEC Stock, in whole or in part, and no such attempted transfer shall be effective for any purpose; or (ii) engage in any transaction, the intent or effect of which is to reduce the likelihood of the Seller owning the shares of LEC Stock acquired pursuant to this Agreement (including, by way of example and not limitation, engaging in put, call, short-sale, straddle or similar market transactions); provided, however, that to the extent the Seller agrees with any third party to (a) grant any exceptions from the foregoing transfer restrictions, (b) shorten the period during which such third party is prohibited from engaging in any of the foregoing transactions, or (c) otherwise grant such third party any rights to engage in the foregoing prohibited transactions, such provisions shall apply to the Seller with the same force and effect as if initially granted to the Seller, subject to the same limitations and conditions agreed with such third party. The certificates evidencing the LEC Stock delivered to the Seller pursuant to this Agreement will bear a legend substantially in the form set forth below:

THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED,

DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO THE SIX-MONTH ANNIVERSARY OF THE CLOSING DATE.

The obligations of LEC to effect the Acquisition and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction (or, to the extent permitted, waiver by LEC), at or prior to the Closing, of each of the following conditions:

7.1 Accuracy of Representations and Warranties. The representations and warranties of the Seller in this Agreement and in any certificates, documents or agreements furnished by the Company or the Seller pursuant to this Agreement (other than in Section 3.3) that are qualified by materiality shall be true and correct in all respects both when made and as of the Closing Date, and each such representation and warranty that is not so qualified shall be true and correct in all material respects both when made and as of the Closing Date, (except in each case, to the extent expressly made as of an earlier date, in which case as of the earlier date) and the representations and warranties of the Seller contained in Section 3.3 shall be true and correct in all respects both when made and as of the Closing Date.

7.2 Performance of Covenants. Each of the Company and the Seller shall have performed and complied with, in all material respects, all of its covenants and obligations set forth in this Agreement required hereby to be performed by it at or before the Closing.

7.3 HSR and Other Antitrust Laws. If LEC determines in accordance with Section 6.2 that filings with the DOJ, FTC or Foreign Antitrust Authorities are required, all authorizations, approvals, consents, or expirations of applicable waiting periods in connection with such filings shall have been obtained or occurred.

7.4 No Restraints. No temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the Acquisition shall have been issued by any court of competent jurisdiction or other Governmental Body and remain in effect, and no material Law shall have been enacted since the date of this Agreement that makes consummation of the Acquisition illegal.

7.5 No Governmental Litigation. There shall not be pending or threatened before any court of competent jurisdiction or other Governmental Body any Action (a) to which a Governmental Body is a party, and (b) that would or would reasonably be expected to (i) restrain, enjoin, prevent, prohibit or make illegal the consummation of the Acquisition or the other transactions contemplated by this Agreement, (ii) impose limitations on the ability of LEC effectively to exercise full rights of ownership of all of the Membership Interests, (iii) prohibit LEC or any of its Affiliates from effectively controlling in any material respect the business or operations of the Company, or (iv) prohibit or limit the ownership or operation by LEC, its

Affiliates or the Company, or to compel LEC, its Affiliates or the Company to dispose of, hold separate or license any material portion of the business or assets of LEC, its Subsidiaries or the Company, as a result of the Acquisition or any of the other transactions contemplated by this Agreement.

7.6 Closing Financial Certificate. LEC shall have received the Closing Financial Certificate from the Company.

7.7 Closing Certificate. The President or Chief Financial Officer (whose title and genuine signature shall be certified by the Secretary of the Seller) shall have delivered to LEC a certificate certifying that each of the conditions specified in Section 7.1, Section 7.2, Section 7.4, Section 7.5 and Section 7.8 is satisfied in all respects.

7.8 No Company Material Adverse Effect. Since the date of this Agreement there shall have been no Company Material Adverse Effect.

7.9 Required Consents. The Seller shall have received all of the Consents set forth in Section 6.5 of the Seller Disclosure Schedule and all such Consents shall be valid and in effect as of the Closing Date.

7.10 Termination of Related Party Agreements. Except as set forth in Section 7.10 of the Seller Disclosure Schedule and as consented to by LEC, all existing agreements (and intercompany accounts) between the Company, on the one hand, and the Seller or any of its Affiliates, stockholders, directors, officers or employees (other than the Company), on the other hand, shall have been cancelled effective prior to or as of the Closing Date without any further obligation or liability of the Company.

7.11 Opinion of Counsel. LEC shall have received an opinion from counsel to the Company and the Seller, dated the Closing Date, in form and substance reasonably satisfactory to LEC. The Underwriters shall have received a copy of the same opinion addressed to them.

7.12 Good Standing Certificates. The Seller shall have delivered to LEC certificates, each dated as of a date no earlier than five (5) days prior to the Closing Date, duly issued by the appropriate Governmental Body in the state of incorporation or formation of the Company and, unless waived by LEC, in each state in which the Company is authorized to do business (as applicable), showing the Company is in good standing and authorized to do business in such state and that all state franchise and/or income tax returns and taxes for the Company for all periods prior to the Closing have been filed and paid.

7.13 Registration Statement. The Registration Statement shall have been declared effective by the SEC.

7.14 Closing of the IPO. The closing of the sale of LEC Stock to the Underwriters in the IPO shall have occurred simultaneously with the Closing Date hereunder with a resulting Market Capitalization of at least $500,000,000.

7.15 Release of Liens. All Liens affecting any assets (including any equity interest) of the Company (other than Permitted Liens and Permitted Encumbrances) shall have been released

in full (including the filing of any UCC-3 terminations), including any Liens held pursuant to that certain Forbearance and Settlement Agreement dated September 16, 2014, by and among Ralls Corporation, the Company, U.S. Innovative Renewable Energy, LLC, Xiaolin “Jerry” Zhang, Lu “Lucy” Zhang, and TTCP Energy Finance Fund II, LLC (the “Settlement Agreement”).

7.16 Release; Stipulation. Ralls Corporation shall have executed and delivered an effective and full release of the Company, and Ralls Corporation and the Seller shall have executed and delivered a Stipulation and Dismissal with Prejudice and Ralls shall have filed such Stipulation and Dismissal with Prejudice with the court, in each case, in accordance with the principles set forth the Settlement Agreement.

7.17 Assignment of Ralls Agreement. The Seller shall have transferred and assigned to the Company all of its rights under that certain Letter, dated October 27, 2014, regarding confirmation of an on-site engineer.

7.18 Title Policy. LEC shall have received from the Seller either the Title Policy issued by the Title Company or a binding undertaking from the Title Company to issue such the Title Policy.

7.19 Additional Closing Deliverables. LEC shall have received the following agreements and documents, each of which shall be in full force and effect:

(b) written resignations of all officers (except as otherwise requested by LEC no later than three (3) Business Days prior to the Closing Date) and directors/managers of the Company, to be effective as of the Closing;

(c) a properly prepared and executed certificate of non-foreign status under Treas. Reg. §1.1445-2(b)(2) and IRS form W-9, each with respect to the Seller; and

(d) such other documents, instruments and certificates as LEC may reasonably request.

The obligation of the Seller to effect the Acquisition and otherwise consummate the transactions contemplated by this Agreement is subject to the satisfaction (or waiver by the Seller), at or prior to the Closing, of the following conditions:

8.2 Performance of Covenants. LEC shall have each performed and complied with, in all material respects, all of its agreements, obligations and covenants set forth in this Agreement required hereby to be performed by it at or before the Closing.

8.3 HSR and Other Antitrust Laws. If LEC determines in accordance with Section 6.2 that filings with the DOJ, FTC or Foreign Antitrust Authorities are required, all authorizations, approvals, consents, or expirations of applicable waiting periods in connection with such filings shall have been obtained or occurred.

8.4 No Restraints. No temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the Acquisition by the Seller shall have been issued by any court of competent jurisdiction or other Governmental Body and remain in effect, and no material Law shall have been enacted since the date of this Agreement that makes consummation of the Acquisition illegal.

8.5 No Governmental Litigation. There shall not be pending before any court of competent jurisdiction or other Governmental Body any Action (a) to which a Governmental Body is a party, and (b) that would or would reasonably be expected to restrain, enjoin, prevent, prohibit or make illegal the consummation of the Acquisition or the other transactions contemplated by this Agreement.

8.6 Registration Statement. The Registration Statement shall have been declared effective by the SEC.

8.7 Closing of IPO. The closing of the sale of the LEC Stock to the Underwriters in the IPO shall have occurred simultaneously with the Closing Date hereunder with a resulting Market Capitalization of at least $500,000,000.

8.8 Additional Closing Deliverables. The Seller shall have received the following agreements and documents, each of which shall be in full force and effect:

(a) a certificate of LEC, duly executed by an officer of each, certifying that the conditions set forth in Section 8.1 and Section 8.2 have been duly satisfied;

(a) Subject to the other provisions of this Section 9, the Seller shall indemnify LEC and the Company (from and after the Closing), their respective Affiliates, and each of their

respective officers, directors, employees, stockholders, agents and other representatives (each, an “LEC Indemnified Party”) in respect of, and hold them harmless and defend against, in each case, subject to the limitations set forth in this Section 9, any Damages, whether or not arising out of a third-party claim, suffered by such LEC Indemnified Party resulting from, relating to or otherwise in connection with:

(i) any inaccuracy in or breach of, as of the date hereof or as of the Closing Date, any representations or warranties made by the Seller in this Agreement or in any certificates, documents or agreements furnished by the Company or the Seller pursuant to this Agreement;

(ii) any breach or failure of the Company or the Seller to perform any covenant or agreement contained in this Agreement to be performed at or prior to the Closing;

(iii) all Taxes imposed on, payable or relating to the Company for all periods (or portions thereof) ending on or before the Closing Date, except to the extent taken into account in calculating Company Current Liabilities; provided, however, that (A) the Seller shall have no liability for any Taxes or Damages with respect to Taxes that are attributable to any transaction outside the ordinary course of business of the Company entered into by LEC or its Affiliates or at the direction of LEC or its Affiliates that occurs on the Closing Date after the Closing and (B) the Seller shall have no liability to any LEC Indemnified Party for any Damages pursuant to this clause (iii) attributable to Taxes with respect to any taxable period or portion of a Straddle Period beginning after the Closing Date;

(iv) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the Company or the Seller, and provided to LEC or its counsel by the Company or the Seller and contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company or the Seller required to be stated therein or necessary to make the statements therein not misleading;

(vii) any liability imposed on, payable or relating to the Company arising prior to the Closing Date in connection with either (A) that certain Turbine Supply Agreement dated March 22, 2013, by and between the Company and Ralls Corporation, as amended by the Settlement Agreement or (B) that certain Maintenance and Warranty Services Agreement, dated March 22, 2013, by and between the Company and Ralls Corporation, as amended by the Settlement Agreement.

For purposes of Section 2.3(b), Section 6.7(a) and Section 9.1(a)(iv), to the extent permitted under applicable Laws, the Seller shall close the taxable year of the Company as of the close of

business on the Closing Date, provided, however, that if the Company is required to file a Company Return for a taxable period beginning before the Closing Date and ending after the Closing Date (a “Straddle Period”), the portion of Taxes for such Straddle Period that relates to the period prior to the Closing Date shall be calculated as though the taxable period of the Company terminated as of the close of the Closing Date; provided, further, that in the case of a Tax not based on income, receipts, proceeds, profits or similar items (or items determined on an annual basis such as depreciation or amortization or effects of marginal Tax rates), the portion of the Tax (or item) for the period prior to the Closing Date shall be equal to the amount of Tax (or item) for the entire Straddle Period multiplied by a fraction, the numerator of which is the total number of days from the beginning of the Straddle Period through (and including) the Closing Date and the denominator of which is the total number of days in the Straddle Period.

(b) Subject to the other provisions of this Section 9, LEC shall indemnify the Seller and its Affiliates, and each of its respective officers, directors, employees, stockholders, agents and other representatives (each a “Seller Indemnified Party”) in respect of, and hold them harmless and defend them against, any Damages suffered by such Seller Indemnified Party resulting from, relating to or otherwise in connection with:

(ii) any breach or failure of LEC to perform any covenant or agreement contained in this Agreement.

faith such claim, and (v) the Indemnifying Party within 30 calendar days of the receipt of notice of such claim (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) notifies the Indemnified Party of its intent to do so, together with an acknowledgement that such Claim is subject to indemnification hereunder by sending a written notice to the Indemnified Party. Within ten (10) days after receipt of any Claim Notice by the Seller, on behalf of a Seller Indemnified Party, LEC may, upon written notice thereof to the Seller, assume control of the defense of the claim referred to therein at LEC’s sole cost and expense with counsel reasonably satisfactory to the Seller. The Party not controlling the defense of such claim (the “Non-controlling Party”) may participate therein at its own expense; provided, however, that if the Seller or LEC, as applicable, assumes control of the defense of a claim and the Seller and LEC have materially conflicting interests or different defenses available with respect to such claim which cause the Seller or LEC, as applicable, to hire its own separate counsel with respect to such suit proceeding, the reasonable fees and expenses of such separate counsel shall be considered “Damages” for purposes of this Agreement. The Party controlling the defense of such claim (the “Controlling Party”) shall (i) keep the Non-controlling Party advised of the status of such claim and the defense thereof (including all material developments and events relating thereto) and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto and (ii) make available to the Non-controlling Party any documents or materials in its possession or control that may be necessary to understand the defense of such claim. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such claim (including copies of any summons, complaint or other pleading which may have been served on such Party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise reasonably cooperate with and assist the Controlling Party in the defense of such claim. Neither LEC nor the Seller shall agree to any settlement of, or the entry of any judgment arising from, any such claim without the prior written consent of the other Party, which shall not be unreasonably withheld, conditioned or delayed.

(d) In order to seek indemnification under this Section 9, an Indemnified Party shall deliver a written demand (an “Indemnification Demand”) with reasonable promptness to the Seller, in the case of a LEC Indemnified Party, and LEC, in the case of a Seller Indemnified Party, for forwarding to the Party(s) providing indemnification pursuant to Section 9.1(a) or Section 9.1(b), as applicable (such Party providing indemnification, the “Indemnifying Party”). The Indemnification Demand shall contain (i) a description and the amount of any Damages incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under Section 9.1(a) or Section 9.1(b), as applicable, for such Damages and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the amount of such Damages. If the Seller or LEC, as applicable, fails to notify the Indemnified Party within thirty (30) days following receipt of an Indemnification Demand from such Indemnified Party that it disputes the indemnity claimed therein, the indemnity claim set forth in the Indemnification Demand shall be conclusively deemed a liability to be indemnified under this Section 9, and the Indemnified Party shall be indemnified for the amount of the Damages stated in such Indemnification Demand on demand. Consistent with provisions of the Escrow Agreement, the Indemnifying Party and the Indemnified Party shall, for a period of thirty (30) days, negotiate in good faith to resolve any matters set forth in an Indemnification Demand, and shall thereafter resolve any remaining issues related to such Indemnification Demand as provided in the Escrow Agreement and subject to Section 11.5 of this Agreement.

9.2 Survival. All representations and warranties that are covered by the indemnification obligations in this Section 9 shall survive the Closing, and claims based upon or arising out of a breach of such representations and warranties will expire at 5:00 p.m. New York City time on the date that is the eighteen (18) month anniversary of the Closing Date; provided, however, that (i) that each Fundamental Representation (other than Section 3.17 (Tax Matters)) and LEC Fundamental Representation, shall survive Closing and continue in full force and effect indefinitely; and (ii) the representations and warranties contained in Section 3.17 (Tax Matters) shall survive the Closing and continue in full force and effect for a period of ninety (90) days following the expiration of the statute of limitations (including any extensions thereof) applicable to the subject matter of such representations and warranties; provided, further, no representations, warranties or such obligations to indemnify, hold harmless and defend shall terminate with respect to any Damages as to which the Indemnified Party shall have, on or prior to such date made a claim by delivering a Claim Notice or Indemnification Demand to the Indemnifying Party. All obligations of the Parties under the covenants contained in this Agreement shall survive the Closing until fully performed. With respect to any Taxes for which the Seller may be liable pursuant to Section 9.1, LEC shall not cause the Company to waive or extend any statute of limitations for Taxes without the prior written consent of the Seller, which consent shall not be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, the right of an Indemnified Party hereto to assert a claim with respect to covenants contained in this Agreement that are to be performed at or prior to the Closing shall expire at 5:00 p.m. New York City time on the date that is the eighteen (18) month anniversary of the Closing Date; provided, however; that covenants contained in this Agreement that are to be performed at or prior to the Closing relating to Tax, shall continue in full force and effect for a period of ninety (90) days following the expiration of the statute of limitations (including any extensions thereof) applicable to the subject matter of such covenants); provided, further, that no such covenant or such obligations to indemnify, hold harmless and defend shall terminate with respect to any Damages as to which the Indemnified Party shall have, any Damages as to which the Indemnified Party shall have, on or prior to such date made a claim by delivering a Claim Notice or Indemnification Demand to the Indemnifying Party. For the avoidance of doubt, the right of an Indemnified Party hereto to assert a claim with respect to covenants contained in this Agreement that are to be performed after the Closing Date shall survive and continue in full force and effect until fully performed or observed in accordance with their terms.

(a) LEC Indemnified Parties’ sole recourse against the Seller for indemnification obligations pursuant to Section 9 shall be: (1) first, from the Escrow Fund to the extent there remain funds in the Escrow Fund; and (2) second, subject to the other provisions of this Section 9.3, directly against the Seller.

(b) The total Liability of the Seller to the LEC Indemnified Parties for Damages under this Section 9 shall not exceed:

(i) in the case of Damages arising from Section 9.1(a)(i) (other than arising from a breach of or inaccuracy in any Fundamental Representation), an amount equal to fifteen percent (15%) of the Total Adjusted Purchase Price;

(ii) in the case of Damages arising from a breach of or inaccuracy in any Fundamental Representation, or Section 9.1(a)(ii), (iii), or (iv) the amount of the Aggregate Acquisition Consideration; and

(iii) no limitation shall apply to any Liability of the Seller for Damages arising from common law fraud or from willful breach of the Agreement by the Seller.

(c) Except for a failure of LEC to pay the Aggregate Acquisition Consideration (for which failure the total Liability of LEC to the Company Indemnified Parties shall be the amount of such payment(s) owed plus all Damages incurred to collect such payment(s) owed), the total Liability of LEC to the Company Indemnified Parties for Damages under Section 9.1(b) shall not, in the aggregate, exceed the Closing Date Cash Consideration; provided, however, that nothing in this Agreement (including the foregoing) shall limit any Seller Indemnified Party’s recourse against LEC arising from (i) common law fraud or from willful breach of this Agreement or (ii) any breach of or inaccuracy in any LEC Fundamental Representation.

(d) Notwithstanding anything to the contrary contained in this Agreement, neither the LEC Indemnified Parties nor the Company Indemnified Parties shall be entitled to recover any Damages under Section 9.1(a)(i) or Section 9.1(b)(i), as applicable, unless and until the aggregate amount of all Damages for which they would otherwise be entitled to indemnification under such provision exceed one percent (1%) of the Total Adjusted Purchase Price (the “Indemnity Threshold”), at which point, such Indemnified Parties shall become entitled to be indemnified from the first dollar of Damages, subject to the limitations contained in Section 9.3(b) or (c), as applicable; provided, however, that the Indemnity Threshold shall not apply to any Damages related to the inaccuracy in or breach of any of the Fundamental Representations or LEC Fundamental Representations, common law fraud or willful breach of this Agreement.

(e) If any LEC Indemnified Party receives an indemnification payment from the Seller, the Seller shall be entitled to exercise and shall be subrogated to any rights and remedies (including rights of indemnity, rights of contribution and rights of recovery) that such LEC Indemnified Party may have against any other Person with respect to any Damages, circumstance or matter to which such indemnification payment is related (other than any Damages, circumstance or matter relating to Tax); provided, however, that such right of the Seller shall be limited to the extent of the indemnification payment received by such LEC Indemnified Party. Upon reasonable written request of the Seller and to the extent reasonably necessary to permit the Seller to exercise its rights of subrogation hereunder, LEC or the Company shall take such actions as are reasonably necessary to assign to the Seller any claim (or portion of a claim) either LEC or the Company has against such other Person with respect to the Damages, circumstance or matter to which such indemnification payment relates.

(f) Absent common law fraud or absent willful breach of this Agreement, and subject to Section 10.2, the indemnification provisions contained in this Section 9 are intended to provide the sole and exclusive remedy following the Closing as to all money damages for any

Action arising out of the subject matter of this Agreement (it being understood that nothing in this Section 9 or elsewhere in this Agreement shall affect the Parties’ rights to specific performance or other equitable remedies to enforce the Parties’ obligations under this Agreement). Nothing in this Agreement shall limit LEC’s recourse against the Seller pursuant to the terms of any document to which the Seller is a party, such as an acknowledgment and release or letter of transmittal.

(g) After the Closing, the Seller shall not have any right of contribution against LEC or the Company, or any of their directors, officers or employees, for any breach of any representation, warranty, covenant or agreement of the Company.

(h) Notwithstanding anything in this Agreement to the contrary, for purposes of the indemnification obligations under this Section 9, all of the representations and warranties contained in this Agreement or in any certificate furnished pursuant to this Agreement that are qualified as to materiality, Company Material Adverse Effect or any similar qualification or standard shall be deemed to have been made without any such qualification or standard for purposes of determining the amount of Damages resulting from, arising out of or relating to any such breach of representations or warranties.

10.1 Termination. This Agreement may be terminated, and the Acquisition may be abandoned, prior to the Closing only as follows:

(b) by either LEC or the Seller if the Acquisition shall not have been consummated by the End Date; provided, however, that a Party shall not be permitted to terminate this Agreement pursuant to this Section 10.1(b) if the failure to consummate the Acquisition by the End Date is attributable to a failure on the part of such Party to perform any covenant in this Agreement required to be performed by such Party at or prior to the Closing;

(c) by either LEC or the Seller if a court of competent jurisdiction or a Governmental Body shall have issued a final and nonappealable order having the effect of restraining, enjoining or otherwise prohibiting the Acquisition or any Law is enacted or deemed applicable to the Acquisition that makes consummation of the Acquisition illegal;

(d) by LEC (provided, that, it is not then in material breach of any of its representations, warranties, covenants, obligations or other agreements contained in this Agreement) in the event of a breach by the Seller of any of its representations, warranties, covenants, obligations or other agreements contained in this Agreement which (i) would give rise to the failure of a condition set forth in Section 7.1 or Section 7.2 and (ii) cannot be or has not been cured within thirty (30) Business Days after the delivery of written notice to the Seller of such breach;

(e) by the Seller (provided, that, it is not then in material breach of any of its representations, warranties, covenants or agreements under this Agreement) in the event of a breach by LEC of any of its respective representations, warranties, covenants, obligations or

other agreements contained in this Agreement which (i) would give rise to the failure of a condition set forth in Section 8.1 or Section 8.2 and (ii) cannot be or has not been cured within thirty (30) Business Days after the delivery of written notice to LEC of such breach;

(f) by LEC (provided, that, it is not then in material breach of any of its representations, warranties, covenants, obligations or other agreements contained in this Agreement) if there has been a Company Material Adverse Effect.

10.2 Effect of Termination. In the event of the termination of this Agreement as provided in Section 10.1, this Agreement shall forthwith become void and of no further force or effect and there shall be no further liability on the part of any Party (other than with respect to any claim for breach of any representation, warranty, covenant or agreement set forth in this Agreement); provided, however, that (i) this Section 10.2, the last sentence of Section 6.4, Section 9 and Section 11 and the Confidentiality Agreement shall survive the termination of this Agreement and shall remain in full force and effect and (ii) neither the Seller nor LEC shall be relieved of any obligation or Liability arising from any willful breach by such Party of any provision of this Agreement prior to the date of such termination.

11.1 Amendment. This Agreement may not be amended except by an instrument in writing signed by each of the Parties.

11.2 Expenses. Except as otherwise specifically provided herein (including Section 11.6) or in the Escrow Agreement, all fees and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the Party incurring such expenses, whether or not the Acquisition is consummated, except that filing fees payable under or pursuant to the HSR Act and Other Antitrust Laws, if any, shall be shared equally by LEC and the Seller. The fees and expenses each of the Escrow Agent shall be shared equally by the Seller and LEC.

(a) No failure on the part of any Party to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of any Party in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy.

(b) No Party shall be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such Party; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.

11.4 Entire Agreement; Counterparts. This Agreement (including the Seller Disclosure Schedule and the LEC Disclosure Schedule), the Escrow Agreement and all other

written agreements to be entered into pursuant to this Agreement and all certificates to be delivered pursuant to this Agreement constitute the entire agreement and the foregoing supersede all prior agreements and understandings, both written and oral, among or between any of the Parties with respect to the subject matter hereof and thereof; provided, however, that the Confidentiality Agreement shall not be superseded and shall remain in full force and effect until the Closing, at which point it shall terminate. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. This Agreement may be executed (in counterparts or otherwise) by facsimile or electronic transmission of PDFs, each of which shall be deemed an original and sufficient to bind the Parties.

11.5 Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of laws thereof. In any Action between any of the Parties arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement: (a) each of the Parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the state and federal courts located in Delaware; (b) if any such Action is commenced in a state court, then, subject to applicable Law, no Party shall object to the removal of such Action to any federal court located in Delaware; and (c) each of the Parties irrevocably waives the right to trial by jury.

11.6 Attorneys’ Fees. In any suit in equity to enforce this Agreement or the rights of any Party, the prevailing Party in such Action shall be entitled to receive a reasonable sum for its attorneys’ fees incurred and all other reasonable costs and expenses incurred in such Action.

11.7 Assignability. This Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the Parties and their respective successors and assigns; provided, however, that neither this Agreement nor any of the rights hereunder may be assigned by any Party without the prior written consent of the other Parties, and any attempted assignment of this Agreement or any of such rights without such consent shall be void and of no effect (except that LEC may assign this Agreement or any such rights hereunder to an Affiliate, without the prior written consent of the Seller; provided, further, that LEC and the Seller may assign this Agreement as a whole without such consent in connection with the acquisition (whether by merger, consolidation, sale or otherwise) of LEC or the Seller by a third party, as long as LEC provides written notice to the Seller of such assignment, and the assignee thereof agrees in writing to be bound as assignee of LEC or the Seller, as applicable hereunder. LEC may make a collateral assignment of this Agreement without the consent of the Seller to any lender or agent thereof for financing purposes with respect to the transactions contemplated by this Agreement.

11.8 Third Party Beneficiaries. Except as specifically provided in Section 9, nothing in this Agreement, express or implied, is intended to or shall confer upon any Person, including any employee of the Company, other than the Parties, any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

11.9 Notices. Any notice or other communication required or permitted to be delivered to any Party under this Agreement shall be in writing and shall be deemed properly delivered, given and received (a) upon receipt when delivered by hand, (b) upon transmission, if

sent by facsimile or electronic transmission (in each case with receipt verified by electronic mail or telephone confirmation), or (c) one (1) Business Day after being sent by overnight courier or express delivery service (with proof of delivery), provided that in each case the notice or other communication is sent to the address or facsimile telephone number set forth beneath the name of such Party below (or to such other address or facsimile telephone number as such Party shall have specified in a written notice given to the other Parties):

unenforceable term or provision, and this Agreement shall be enforceable as so modified. In the event such court or other Governmental Body does not exercise the power granted to it in the prior sentence, the Parties shall use commercially reasonable efforts to replace such invalid or unenforceable term or provision with a valid and enforceable term or provision that will achieve, to the extent possible, the economic, business and other purposes of such invalid or unenforceable term.

11.11 Press Releases. If LEC and the Seller agree to issue a press release with respect to the Acquisition or any of the transactions contemplated by this Agreement, such press release shall be a joint press release and shall not be issued or otherwise made publicly available until approved for such release by LEC and the Seller in writing. Notwithstanding the foregoing, either Party shall be permitted to make any public statement without obtaining the written consent of the other Party if (a) the disclosure is required by applicable Law or the requirements of the SEC, the New York Stock Exchange or Nasdaq, as applicable, or other comparable Foreign Antitrust Authorities or markets or stock exchanges, or as is otherwise customary with respect to the IPO and (b) the disclosing party has first used its commercially reasonable efforts to consult with (but not to obtain the written consent of) non-disclosing party about the form and substance of such disclosure.

11.12 No Implied Representations. The Parties acknowledge that, except as expressly provided in Sections 3 and 4, the Seller Disclosure Schedule, the LEC Disclosure Schedule, and the certificates and agreements contemplated by this Agreement, none of the Parties has made or is making any representations or warranties whatsoever, implied or otherwise.

11.13 Specific Performance. Subject to Section 9.3(f), the rights and remedies of the Parties shall be cumulative (and not alternative). Each of the Parties agrees that this Agreement is intended to be legally binding and specifically enforceable pursuant to its terms and that LEC and the Seller would be irreparably harmed if any of the provisions of this Agreement are not performed in accordance with their specific terms and that monetary damages would not provide adequate remedy in such event. Accordingly, in addition to any other remedy to which a non-breaching Party may be entitled at law, a non-breaching Party shall be entitled to seek injunctive relief to prevent breaches of this Agreement and to specifically enforce the terms and provisions hereof.

(b) The Parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not be applied in the construction or interpretation of this Agreement.

(f) All references to dollar amounts or “$” are references to U.S. dollars, and all payments hereunder shall be made in U.S. dollars.

(a) The Seller acknowledges that the shares of LEC Stock to be delivered to the Seller pursuant to this Agreement have not been and will not be registered under the 1933 Act and therefore may not be resold unless registered under the 1933 Act or resold pursuant to an exemption from the registration requirements of the 1933 Act. The LEC Stock to be acquired by the Seller pursuant to this Agreement is being acquired solely for the Seller’s own account, for investment purposes only, and with no present intention of distributing, selling or otherwise disposing of it in connection with a distribution.

(b) The Seller covenants, warrants and represents that none of the shares of LEC Stock issued to the Seller will be offered, sold, assigned, pledged, hypothecated, transferred or otherwise disposed of except after full compliance with all of the applicable provisions of the 1933 Act and the rules and regulations of the SEC. All the LEC Stock shall bear the following legend in addition to the legend required under Section 6.12 of this Agreement:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE ACT OR AN OPINION OF COUNSEL TO LEC STATING THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT.

(c) The Seller represents and warrants that it is an “accredited investor” within the meaning of Regulation D under the 1933 Act, able to bear the economic risk of an investment in the LEC Stock acquired pursuant to this Agreement, can afford to sustain a total loss of such investment and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the proposed investment in the LEC Stock.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written.

“Acquisition” shall have the meaning set forth in the recitals of the Agreement.

“Adjustment Auditor” shall have the meaning set forth in Section 2.3(e).

“Aggregate Acquisition Consideration” shall mean the Cash Consideration, plus the Stock Consideration.

“Agreement” shall have the meaning set forth in the preamble of the Agreement.

“Allocation Schedule” shall have the meaning set forth in Section 2.7.

“Business Day” shall mean any day other than a Saturday, Sunday or other day on which banks in New York City, New York are required to be closed.

“Cash” shall mean the aggregate amount of cash, cash equivalents, short-term investments and marketable securities held by the Company immediately prior to the Closing, less (1) the aggregate amount of drafts and wire transfers issued by the Company prior to the Closing and that have not been cashed or paid immediately prior to the Closing, in each case calculated in accordance with GAAP applied on a basis consistent with the preparation of Financial Statements and (2) Restricted Cash.

“Cash Consideration” shall mean (a) the Closing Date Cash Consideration as adjusted by the Post-Closing Adjustment, plus (b) any release from the Escrow Account to the Seller in accordance with this Agreement and the Escrow Agreement.

“Casualty Defect” shall mean any destruction by fire, explosion or other casualty or any taking, or pending or threatened taking, in condemnation or under the right of eminent domain, of the Project, or any portion thereof, that is, or would reasonably be expect to be, materially adverse to the Company.

“Charter Documents” means, with respect to any entity, the certificate of incorporation, the certificate of formation, the articles of incorporation, the by-laws, the articles of organization, the limited liability company agreement, the partnership agreement, the formation agreement, the joint venture agreement or other similar organizational documents of such entity (in each case, as amended).

“Closing Date Cash Consideration” shall mean cash in an amount equal to (a) the Total Cash Purchase Price, minus (b) the Escrow Amount, minus (c) Company Retired Indebtedness as set forth on the Closing Financial Certificate, minus (d) Unpaid Company Expenses as set forth on the Closing Financial Certificate.

“Closing Financial Certificate” shall mean a certificate prepared in good faith, dated as of the Closing Date and executed by the Chief Financial Officer of the Company setting forth the Closing Financial Estimate.

“Closing Financial Estimate” shall mean a statement prepared in good faith, in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation and accrual methodologies that were used in the preparation of the Financial Statements, setting forth in reasonable detail as of the Closing Date the Company’s estimate of (a) the Post-Closing Adjustment Factors, and (b) the name, contact information, wire instructions and payoff amounts to be paid to satisfy in full such Unpaid Company Expenses and Company Retired Indebtedness.

“Commercial Operation” shall mean the initiation of commercial operations as defined in the Power Purchase Agreement.

“Company” shall have the meaning set forth in the preamble to the Agreement.

“Company Current Assets” shall mean the current assets of the Company as of immediately prior to the Closing as determined under GAAP applied on a basis consistent with the preparation of the Financial Statements, but excluding (i) cash, cash equivalents, short-term investments and marketable securities held by the Company immediately prior to the Closing, and (ii) any deferred income tax assets.

“Company Current Liabilities” shall mean the current Liabilities of the Company as of immediately prior to the Closing as determined under GAAP applied on a basis consistent with the preparation of the Financial Statements, but excluding (i) any Liability included in Company Retired Indebtedness or Unpaid Company Expenses, (ii) any current Liabilities that are non-cash charges or expenses (e.g., deferred revenue) and (iii) any deferred income tax liabilities.

“Company Intellectual Property” shall mean the Company-Owned Intellectual Property, together with all Intellectual Property of any third-party that is used or held for use by the Company and/or a Subsidiary pursuant to any Company IP Agreement.

“Company Material Adverse Effect” shall mean any change, development, event, occurrence, fact or effect that, individually or in the aggregate with any one or more other changes, developments, occurrences, facts or effects, is, or would reasonably be expected to be, materially adverse to the operations, assets, liabilities, financial condition, results of operation or business of the Company, taken as a whole; provided, however, that, none of the following (individually or in combination) shall be deemed to constitute, or shall be taken into account in determining whether there has been, a Company Material Adverse Effect: (a) any adverse effect resulting from changes in economic conditions, except to the extent such economic conditions have a disproportionate effect on the Company as compared to any of the other companies in the industry in which the Company operates or competes; (b) any adverse effect resulting directly or indirectly from conditions generally affecting any industry or industry sector in which the Company operates or competes, except to the extent such adverse effect has a disproportionate effect on the Company as compared to any of the other companies in such industry or industry sector; (c) any adverse effect resulting directly or indirectly from any change in accounting requirements or principles or any change in applicable Laws or the interpretation thereof, except to the extent such adverse effect has a disproportionate effect on the Company as compared to any of the other companies in such industry or industry sector or (d) any adverse effect resulting from the announcement of the Transaction to the extent related to LEC as the purchaser.

“Company-Owned Intellectual Property” shall mean all Intellectual Property owned or purported to be owned by the Company and/or a Subsidiary.

“Company Retired Indebtedness” shall mean the aggregate amount of Debt existing immediately prior to the Closing, which, for the avoidance of doubt, includes, without limitation, all Debt arising under the Loan Documents (as defined in Section 3.10 of the Seller Disclosure Schedule.

“Condemnation and Insurance Proceeds” means any cash received or receivable by the Company with respect to any casualty insurance or condemnation proceeds in respect of any property or other assets of the Company that are damaged, lost or condemned at any time after June 30, 2014.

“Confidentiality Agreement” shall mean that certain Mutual Agreement dated as of February 16, 2014, by and between the Seller and LEC.

“Consummated Other Agreement” means an Other Agreement with respect to which the transactions contemplated thereby have been consummated.

“Controlling Party” shall have the meaning set forth in Section 9.1(c).

“Damages” shall mean Liabilities, losses, costs, damages, settlement payments, awards, judgments, fines, diminution in value and expenses, including reasonable attorneys’ fees and expenses and reasonable fees and expenses of other professionals and experts, but excluding punitive damages (except to the extent such punitive damages as are claimed against or recovered from an Indemnified Party in connection with a third-party claim).

“Debt” shall mean (a) the outstanding principal amount of, and all interest and other amounts accrued in respect of any indebtedness for borrowed money, extensions of credit, purchase money financing and capitalized lease obligations or for the deferred purchase price of property or services, in each case, of the Company, whether or not recourse to the Company, (b) any obligation of the Company evidenced by bonds, debentures, notes or other similar instruments or debt securities, (c) any reimbursement obligation of the Company with respect to letters of credit (including standby letters of credit to the extent drawn upon), bankers’ acceptances or similar facilities issued for the account of the Company, (d) all obligations of the Company under any interest rate and currency protection agreement (including any swaps, forward contracts, caps, floors, collars and similar agreements) and commodity swaps, forward contracts and similar agreements, (e) any deferred purchase price Liabilities related to past acquisitions of the Company, (f) any “success fees,” sale, “stay-around,” retention, or similar bonuses or payments to current or former directors, officers, employees and consultants of the Company paid as a result of or in connection with the transactions contemplated hereby pursuant to agreements between the Company and any Person in existence prior to the Closing (excluding any bonuses payable to any employee based on the performance of such employee or the performance of the Company), (g) any obligation of the type referred to in clauses (a) through (f) of another Person the payment of which the Company has guaranteed or for which the Company is responsible or liable, directly or indirectly, jointly or severally, as obligor or guarantor; and (h) with respect to any obligation of the type referred to in clauses (a) though (f), all accrued and unpaid interest, premiums, penalties, breakage costs, unwind costs, fees, termination costs, expenses, reimbursements, indemnities and all other amounts payable in connection therewith.

“DGCL” shall have the meaning set forth in the recitals of the Agreement.

“Disqualified Person” means (a) the United States, any state or political subdivision thereof, any possession of the United States, or any agency or instrumentality of any of the foregoing, (b) any organization which is exempt from tax imposed by the Code (including any former tax-exempt organization within the meaning of Section 168(h)(2)(E) of the Code and any tax-exempt controlled entity within the meaning of Section 168(h)(6)(F)(iii) of the Code if such entity has not made the election provided in Code Section 168(h)(6)(F)(ii)), (c) any Person who is not a United States Person, and (d) any Indian tribal government described in Section 7701(a)(40) of the Code, or (e) any partnership or other pass-through entity, any direct or indirect partner (or other holder of an equity or profits interest) of which is an organization or entity described in clauses (a)-(d); provided, however, that any such Person described in clauses (a) – (d) shall not be considered a Disqualified Person to the extent that (i) the exception under Section 168(h)(1)(D) of the Code applies with respect to the income from the Company for that Person, (ii) the Person is described within clause (c) of this definition, and the exception under Code Section 168(h)(2)(B)(i) applies with respect to the income from the Company for that Person, or (iii) another exception is applicable under the Code and/or Treasury Regulations.

“Environmental Law” shall mean any and all federal, state, local, civil and criminal laws, statutes, ordinances, orders, common law, codes, rules, regulations, Environmental Permits, judgments, decrees, injunctions, or agreements with any Governmental Body, relating to the protection of public health, worker health and safety or the environment, and/or governing the handling, use, generation, treatment, storage, transportation, disposal, manufacture, distribution, formulation, packaging, labeling, or Release of or exposure to Hazardous Materials, including but not limited to: the Clean Air Act, 42 U.S.C. § 7401 et seq.; the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. § 9601 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Hazardous Material Transportation Act 49 U.S.C. § 1801 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act 7 U.S.C. § 136 et seq.; the Resource Conservation and Recovery Act of 1976 (“RCRA”), 42 U.S.C. § 6901 et seq.; the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq.; the Occupational Safety and Health Act of 1970, 29 U.S.C. §651 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; and the state analogies thereto, all as amended or superseded from time to time prior to the Closing Date.

“Environmental Permit” shall mean any federal, state or local permits, licenses, approvals, consents or authorizations required or issued by any Governmental Body under or in connection with any Environmental Law, including any and all orders, consent orders or binding agreements issued by or entered into with a Governmental Body under any applicable Environmental Law.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

“Escrow Agent” shall mean SunTrust Bank or such other Person as mutually agreed by the Parties, in its capacity as escrow agent hereunder.

“Escrow Agreement” shall mean an escrow agreement in substantially the form attached to the Agreement as Exhibit B.

“Escrow Fund” shall mean the fund established pursuant to the Escrow Agreement, consisting of the sum of the Escrow Amount plus interest and other amounts earned on the foregoing amounts in accordance with the terms of the Escrow Agreement (and reduced by amounts released from such fund pursuant to the Escrow Agreement).

“FERC” shall mean the Federal Energy Regulatory Commission, including the staff thereof and any successor agency of the United States.

“Financial Statements” shall have the meaning set forth in Section 3.4(a).

“Foreign Antitrust Authorities” shall mean the Governmental Bodies with oversight over Other Antitrust Laws.

“Founding Companies” shall have the meaning set forth in the recitals of the Agreement.

“FPA” shall mean the Federal Power Act, as amended, including the regulations of the FERC thereunder.

“Fundamental Representations” shall mean the representations and warranties of the Seller in Section 3.1 (Due Incorporation; Subsidiaries; Etc.), Section 3.2 (Charter Documents), Section 3.3 (Capitalization, Etc.), Section 3.17 (Tax Matters), Section 3.22 (Authority; Binding Nature of Agreement), Section 3.24(i) (Non-Contravention, Consents) and Section 3.25 (Financial Advisor).

“GAAP” shall mean United States generally accepted accounting principles.

“Government Bid” shall mean any offer made by Company, which, if accepted, would result in a Government Contract.

“Government Contract” shall mean any Contract with a Governmental Body.

“Government Official” shall mean (a) any officer or employee of any Governmental Body, (b) any person acting in an official capacity on behalf of a Governmental Body, (c) any officer or employee of a Person that is majority or wholly owned by a Governmental Body, (d) any officer or employee of a public international organization, such as the European Union, the World Bank or the United Nations, (e) any political party or official thereof, or any person acting in an official capacity on behalf of a political party or (f) any candidate for political office.

“Governmental Body” shall mean any international, multinational, national, federal, regional, state, provincial, local, or foreign or other governmental authority or instrumentality, legislative body, court, administrative agency, regulatory body, commission or instrumentality, including any multinational authority having governmental or quasi-governmental powers, or any other industry self-regulatory authority.

“Hazardous Substance” shall mean petroleum, petroleum hydrocarbons or petroleum products, petroleum by-products, radioactive materials, asbestos or asbestos-containing materials, gasoline, diesel fuel, pesticides, radon, urea formaldehyde, mold, lead or lead-containing materials, polychlorinated biphenyls; and any other chemicals, materials, substances or wastes in any amount or concentration which are regulated under or for which liability can be imposed under any Environmental Law.

“HSR Act” shall mean the Hart-Scott-Rodino Anti-Trust Improvements Act of 1976, as amended.

“Indemnification Demand” shall have the meaning set forth in Section 9.1(d).

“Indemnified Party” shall mean a LEC Indemnified Party or a Seller Indemnified Party, as applicable.

“Indemnifying Party” shall have the meaning set forth in Section 9.1(d).

“Indemnity Threshold” shall have the meaning set forth in Section 9.3(d).

“Insurance Policies” shall have the meaning set forth in Section 3.20.

translations, compilations, arrangements, adaptations, and derivative works thereof); (d) registrations and applications for any of the foregoing; (e) trade secrets and confidential or proprietary information (including but not limited to inventions, ideas, research and development, know-how, formula, composition, manufacturing and production process or technique, technical data, design, drawing, specification, customer or supplier list, pricing and cost information, financial, business and marketing plans and proposals, and related information) (collectively, “Trade Secrets”); (f) all other intellectual property and proprietary rights, including design rights, moral rights and waivers of such rights by others, and the rights of publicity and privacy; (g) the right to sue and recover damages, attorneys’ fees and costs for past infringement or other violations; (h) computer software (including but not limited to all software implementations of algorithms, specifications, models and methodologies, source code, object code, and related data, databases, and documentation) (collectively, “Software”); (i) any and all goodwill associated with each of the foregoing; and (j) any and all copies or tangible embodiment of each of the foregoing.

“IPO” shall mean the initial public offering of LEC Stock pursuant to the Registration Statement.

“ITC” means an investment tax credit pursuant to Code Sections 38(b)(1), 46 and 48(a).

“ITC Amount” means with respect to the Project, an amount that is equal to 30% of the Qualified Investment for the Project.

“ITC Eligible Property” means property that (a) is described in Code Section 48(a)(3)(A)(i), (b) “wind property” as defined under Treasury Regulation and (c) is “5-year property” under Code Section 168(e)(3)(B)(vi)(I).

“Knowledge of LEC” shall mean the actual knowledge of a fact or other matter, after due inquiry, of any one of the following individuals: James Lavelle, Carl Weatherly-White or Ram Ambatipudi.

“Knowledge of the Seller” shall mean the actual knowledge of a fact or other matter, after due inquiry, of any one of the following individuals: Matthew Brown, Matt Rosenthal or Shane Starr.

“LEC” shall have the meaning set forth in the preamble of the Agreement.

“LEC Disclosure Schedule” shall mean the disclosure schedule that has been prepared by LEC and delivered to the Company on the date of the Agreement.

“LEC Financial Statement” shall have the meaning set forth in Section 4.7(a).

“LEC Fundamental Representations” shall mean the representations set forth in Section 4.1 (Due Incorporation; Subsidiaries), Section 4.2 (Authority; Binding Nature of Agreement), Section 4.3(i) (Non-Contravention; Consents) and Section 4.6 (Financial Advisor).

“LEC Indemnified Party” shall have the meaning set forth in Section 9.1(a).

“LEC Material Adverse Effect” shall have the meaning set forth in Section 4.3.

“LEC Stock” shall mean the common stock, par value $0.01 per share, of LEC.

“LEC Unaudited Balance Sheet” shall have the meaning set forth in Section 4.7(a).

“Market Capitalization” shall mean the total number of shares of LEC Stock outstanding immediately following the consummation of the IPO and the transactions contemplated by this Agreement and all Consummated Other Agreements multiplied by the price at which such shares were offered in the IPO.

“Material Contract” shall mean any Contract (as amended or modified) to which the Company is a party or has rights or by which any of its properties or assets are otherwise bound of the following categories:

(ii) (A) any Contract relating to the acquisition or disposition by the Company of any operating business or material assets; (B) any Contract relating to the acquisition or disposition by the Company of any operating business or material assets under which the Company has any executory covenants or indemnification or other obligations or rights (including put or call options); or (C) any Contract under which the has any indemnification or other obligations;

(iii) (A) any guaranty, surety or performance bond or letter of credit issued or posted, as applicable, by the Company; (B) any Contract evidencing Debt of the Company or providing for the creation of or granting any Lien upon any of the property or assets of the Company (excluding Permitted Liens); (C) any Contract (1) relating to any loan or advance to, or investment in, any Person which is outstanding as of the date of the Agreement (other than immaterial advances to employees and consultants in the ordinary course of business consistent with past practices) or (2) obligating or committing the Company make any such loans, advances or investments; (D) any currency, commodity or other hedging or swap Contract and (E) any Contract under which any Person has directly or indirectly guaranteed Debt of the Company;

(iv) any Contract (A) containing covenants restricting or purporting to restrict competition which, in either case, have, would have or purport to have the effect of prohibiting the Company or any of its Affiliates (including LEC, the Company and their respective Affiliates after the Closing) from engaging in any business or activity in any geographic area or other jurisdiction; (B) any Contract in which the Company has granted “exclusivity” or that requires the Company to deal exclusively with, or grant exclusive rights or rights of first refusal to, any customer, vendor, supplier, distributor, contractor or other Person; (C) any Contract containing a “most-favored-nation”, best pricing or other similar term or provision by which another party to such Contract or any other Person is, or would become, entitled to any benefit, right or privilege which, under the terms of such Contract, must be at least as favorable to such party as those offered to another Person; or (D) containing any “non-solicitation” or “no-hire” provisions or covenants running in favor of another Person operating in the industry in which the Company operates;

create any partnership, joint venture, strategic alliance or joint development or any sharing of profits, losses, costs or liabilities by the Company with any third party; (K) any Contract that provides for “earn-outs” or other contingent payments by or to the Company; or (L) any other Contracts (other than those described in any of clauses (i) through (v)) material to the Company or entered into outside of the ordinary course of business of the Company other than any such Contract terminable by the Company without penalty on 90 days’ or shorter notice.

“Membership Interests” shall have the meaning set forth in the recitals of the Agreement.

“1934 Act” shall mean the Securities Exchange Act of 1934, as amended.

“Non-controlling Party” shall have the meaning set forth in Section 9.1(c).

“Other Agreements” shall have the meaning set forth in the recitals of the Agreement.

“Other Antitrust Laws” means any merger control, competition, antitrust, or foreign investment Laws of all jurisdictions other than those of the United States.

“Other Founding Companies” shall mean all of the Founding Companies other than the Company.

“Parties” shall have the meaning set forth in the preamble of the Agreement.

“Permitted Encumbrances” means (a) any Lien for Taxes not yet due and not yet delinquent or being contested in good faith by appropriate proceedings if adequate reserves with respect to thereto are being maintained on the Company’s financial statements in accordance with GAAP; (b) those restrictions on transfer imposed by applicable securities Laws; (c) restrictions imposed on transfers set forth in the Charter Documents of the Company; and (d) any Liens created by or through LEC.

“Permitted Liens” (a) statutory or common law Liens to secure obligations to landlords, lessors or renters under leases or rental agreements incurred in the ordinary course of business; (b) deposits or pledges made in connection with, or to secure payment of, workers’ compensation, unemployment insurance or similar programs mandated by applicable Law or governmental regulations incurred in the ordinary course of business; (c) statutory or common law Liens in favor of carriers, warehousemen, mechanics and materialmen, to secure claims for labor, materials or supplies, and other like Liens incurred in the ordinary course of business; (d) zoning, planning, and other similar limitations and restrictions, all rights of any Governmental Authority to regulate the applicable property; (e) easements, reservations, rights-of-way, restrictions, minor defects or irregularities in title and other similar Liens affecting real property not interfering in any material respect with the ordinary conduct of the business of the Company or materially detracting from the value of the property upon which such encumbrance exists; (f) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; and (i) the Liens set forth on Exhibit C.

“Post-Closing Adjustment” shall have the meaning set forth in Section 2.3(c).

“Post-Closing Adjustment Factors” shall have the meaning set forth in Section 2.3(b).

“Post-Closing Adjustment Notice” shall have the meaning set forth in Section 2.3(b).

“Power Purchase Agreement” means the power purchase agreement (and any related amendments or modifications) as more specifically identified in Section 3.10(a) of the Seller Disclosure Schedule.

“Power Purchaser” shall mean the purchaser of power under the Power Purchase Agreement.

“Pre-Closing Period” shall mean the period from the date of this Agreement through the earlier of the Closing or the termination of this Agreement pursuant to Section 10.1.

“Preliminary Title Report” shall have the meaning set forth in Section 6.3(a).

“PUHCA” shall mean the Public Utility Holding Company Act of 2005, including the regulations of the FERC thereunder.

“Qualified Investment” means, for the Project, the cost basis of ITC Eligible Property with respect to the Project.

“Qualifying Facility” an electric generating facility designated as a “Qualifying Facility” under the Public Utility Regulatory Policies Act of 1978.

“Real Property Leases” shall have the meaning set forth in Section 3.7(b).

“Registration Statement” shall mean that certain registration statement of LEC on Form S-1 covering the IPO.

“Release” shall mean any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, migrating, leaching, dumping, or disposing of a Hazardous Substance.

“Restricted Cash” means any cash, cash equivalents or marketable securities that are subject to a restriction or limitation of any kind, including (i) cash securing letter of credit obligations, vendor, customer or other security deposits, (ii) cash held as collateral, (iii) checks written (but not yet cashed) by the Company, (iv) Condemnation and Insurance Proceeds, (v) the amount of any repatriation costs and expenses, including taxes, associated with repatriating any Cash and (vi) cash otherwise restricted as determined in accordance with GAAP.

“SEC” shall mean the United States Securities and Exchange Commission.

“Seller Disclosure Schedule” shall mean the disclosure schedule that has been prepared by the Seller and delivered to LEC on the date of the Agreement.

“Seller Indemnified Party” shall have the meaning set forth in Section 9.1(b).

“Settlement Agreement” shall have the meaning set forth in Section 7.15.

“Site” shall mean any real properties currently or previously owned, leased, occupied or operated by: (a) the Company; (b) any predecessors of the Company; or (c) any entities previously owned by the Company, in each case, including all soil, subsoil, surface waters and groundwater thereat.

“Stock Consideration” shall mean a number of shares of LEC Stock equal to the quotient determined by dividing (a) the sum of (i) the Total Stock Purchase Price, plus (ii) Company Current Assets as set forth on the Closing Financial Certificate, minus (iii) the Company Current Liabilities as set forth on the Closing Financial Certificate, by (b) the IPO price of LEC Stock.

“Takeover Proposal” shall mean any proposal or offer from any Person or group of Persons (other than LEC or its Affiliates) with respect to a merger, acquisition, consolidation, recapitalization, business combination, liquidation, dissolution, equity investment or similar transaction involving, or any purchase of assets or any equity or equity-linked securities of, the Company, or which would reasonably be expected to impair, prevent or delay, or dilute the benefits to LEC of, the transactions contemplated by this Agreement.

“Total Adjusted Purchase Price” (a) in the event that Total Base Purchase Price is less than the product of Company Equity PMV multiplied by 1.15, then the Total Adjusted Price shall be an amount equal to Company Equity PMV multiplied by 1.15; (b) in the event that Total Base Purchase Price is (i) equal to or greater than the product of Company Equity PMV multiplied by 1.15, and (ii) equal to or less than the product of Company Equity PMV multiplied by 1.4, then the Total Adjusted Purchase Price shall be an amount equal to the Total Base Purchase Price; and (c) in the event that Total Base Purchase Price is greater than the product of Company Equity PMV multiplied by 1.4, then the Total Adjusted Purchase Price shall be an amount equal to Company Equity PMV multiplied by 1.4.

“Total Base Purchase Price” shall mean the product of (i) the quotient of Company Equity PMV divided by Total Equity PMV multiplied by (ii) the product of Market Capitalization multiplied by 0.8.

“Total Cash Purchase Price” shall mean an amount of cash equal to the sum of the Total Adjusted Purchase Price multiplied by 0.7, plus (ii) Cash, as set forth on the Closing Financial Certificate.

“Total Equity PMV” shall mean the sum of the private equity market values of all of the projects acquired pursuant to Consummated Other Agreements and this Agreement as set forth on a written notice to be provided by LEC to the Seller at least two (2) days prior to the Closing Date.

“Total Stock Purchase Price” shall mean an amount equal to the Total Adjusted Purchase Price multiplied by 0.3.

“Unaudited Balance Sheet” shall have the meaning set forth in Section 3.4(a).

“Underwriters” shall mean the prospective underwriters in the IPO, as identified in the Registration Statement.

“Underwriting Agreement” shall mean the underwriting agreement to be entered into by the Company and the Underwriters in respect of the IPO.

“Unpaid Company Expenses” shall mean the sum of (a) the aggregate out-of-pocket expenses, fees and disbursements (including travel, lodging, entertainment and associated expenses) of all attorneys, accountants, investment bankers and other advisers and agents of the Company incurred by or on behalf of, or paid or to be paid by the Company in connection with the negotiation, execution, delivery and performance of the Agreement through the Closing and (b) all fees payable to the Seller as a result of or in connection with the transactions contemplated hereby, in each case, to the extent that such fees, expenses, bonuses and disbursements have not been paid by the Company in cash on or prior to the Closing.

THIS ESCROW AGREEMENT (this “Escrow Agreement”) is entered into and effective this day of , 2015, by and among Lightbeam Electric Company, a Delaware corporation (“LEC”) and TTCP Energy Finance Fund II, LLC, a Delaware limited liability company (“TTCP” and together with LEC, the “Parties”, and individually, a “Party”) and SunTrust Bank, a Georgia banking corporation, as escrow agent (“Escrow Agent”). Capitalized terms used in this Escrow Agreement but not defined herein are used as they are defined in the Purchase Agreement (as defined below).

WHEREAS, pursuant to that certain Membership Interest Purchase Agreement dated March 27, 2015 (the “Purchase Agreement”) by and between LEC and TTCP, the Parties desire for the Escrow Agent to open an account into which LEC will deposit cash in the amount equal to the sum of the Total Adjustment Purchase Price multiplied by 0.04, as set forth on the Closing Financial Certificate (the “Escrow Amount”), such amount to be held, disbursed and invested by the Escrow Agent in accordance with this Escrow Agreement;

WHEREAS, the Parties acknowledge that the Escrow Agent is not a party to, and has no duties or obligations under, the Purchase Agreement, that all references in this Escrow Agreement to the Purchase Agreement are for convenience only, and that the Escrow Agent shall have no implied duties beyond the express duties set forth in this Escrow Agreement.

NOW, THEREFORE, in consideration of the premises herein, the Parties and the Escrow Agent agree as follows:

1.1. Appointment of Escrow Agent. The Parties hereby appoint the Escrow Agent as their escrow agent for the purposes set forth herein, and the Escrow Agent hereby accepts such appointment under the terms and conditions set forth herein.

1.2 Escrow Deposit. Pursuant to Section 2.4 of the Purchase Agreement, simultaneously with the execution and delivery of this Escrow Agreement, LEC shall remit to the Escrow Agent, using the wire instructions below, the Escrow Amount, to be held by the Escrow Agent and invested and disbursed as provided in this Escrow Agreement. The Escrow Amount, together with all interest, dividends, income, capital gains and other amounts earned thereon or derived therefrom (collectively, “Escrow Income”) pursuant to the investments made on such amount pursuant to Section 4.2 (after giving effect to any reductions pursuant to this Escrow Agreement, collectively with the Escrow Amount, the “Escrow Funds”) will be available (a) for the payment of any Post-Closing Adjustment owed by TTCP to LEC pursuant to and in accordance with Sections 2.3(c) and (d) of the Purchase Agreement and (b) to satisfy any Damages incurred or sustained by, or imposed upon, the LEC Indemnified Party that are recoverable by the LEC Indemnified Party against TTCP pursuant to and in accordance with the provisions of Section 9.1 of the Purchase Agreement. The Escrow Agent hereby acknowledges receipt of such funds and agrees to hold the Escrow Amount in a separate and distinct account, in the name of

[Account Name], as Escrow Agent for TTCP and LEC (the “Escrow Account”), subject to the terms and conditions of this Escrow Agreement. The Parties agree that: (i) LEC shall be treated as the owner of the Escrow Fund, and all interest and earnings earned from the investment and reinvestment of the Escrow Fund, or any portion thereof, shall be allocable to LEC pursuant to Section 468B(g) of the Code and Proposed Treasury Regulation Section 1.468B-8, (ii) if and to the extent any amount of the Escrow Income is actually distributed to TTCP, interest may be imputed on such amount, as required by Section 483 or 1274 of the Code, (iii) TTCP’s right to the Escrow Income under this Agreement shall be treated as installment obligations for purposes of Section 453 of the Code, (iv) in no event shall the aggregate payments under this Agreement to the Seller exceed (A) the Escrow Amount plus (B) (x) the Escrow Amount multiplied by (y) 0.75 multiplied by (z) the interest rate per annum payable pursuant to this Agreement with respect the Escrow Funds, and (v) LEC shall be entitled to Tax distributions equal to 40% of all investment earnings accrued on the Escrow Fund during each calendar quarter no later than ten (10) days following the end of such quarter. Clause (iv) of the preceding sentence is intended to ensure that the right of TTCP to the Escrow Fund and any interest and earnings earned thereon are not treated as a contingent payment without a stated maximum selling price under Section 453 of the Code and the Treasury Regulations promulgated thereunder. No party hereto shall take any action or filing position inconsistent with the foregoing, except as required by applicable Law.

1.3. Release of Escrow Funds. The Escrow Funds held pursuant to this Escrow Agreement are intended to provide a non-exclusive source of funds for the payment of any amounts which may become payable in respect of the claims and matters described in Section 1.2 above, on or prior to the Release Date (as defined below). Except for tax distributions made pursuant to Section 1.2, the Escrow Funds shall only be distributed and released as follows:

(i) At any time on or prior to , 2016 [the date that is 18 months after the date of this Escrow Agreement] ( , 2016 being the “Release Date”), if any LEC Indemnified Party makes a claim for indemnity pursuant to and in accordance with Section 9.1 of the Purchase Agreement (a “Claim”), LEC (on behalf of the LEC Indemnified Party ) shall deliver to Escrow Agent and TTCP a written notice (“Escrow Notice”) setting forth in reasonable detail the amount, nature and basis of the Claim by the LEC Indemnified Party. If TTCP in good faith delivers to the Escrow Agent and LEC a written objection (a “Dispute Notice”) to any Claim or portion thereof or the amount of such Claim within 30 days following the Escrow Agent’s receipt of such Escrow Notice, then Escrow Agent shall not distribute to LEC any portion of the Escrow Funds in the Escrow Account that is the subject of the Dispute Notice until the Escrow Agent receives either (a) joint written instructions signed by TTCP and LEC authorizing the release to LEC of a portion of the Escrow Funds in the Escrow Account that is agreed upon as the amount recoverable in respect to the Dispute Notice or (b) a Final Decision directing the release to LEC of the portion of the Escrow Funds in the Escrow Account that is determined to be the amount recoverable in respect of the Dispute Notice; provided that notwithstanding the foregoing, if TTCP objects in part to the amount of the Claim, the Escrow Agent shall, after the lapse of the foregoing 30-day period, deliver to LEC an amount from the Escrow Fund equal to the portion of the Claim not objected to by TTCP. For purposes of this Escrow Agreement, “Final Decision” shall mean (i) a written final order of a court of competent jurisdiction delivered by LEC to the Escrow Agent or (ii) a report from the Adjustment Auditor delivered to the Escrow Agent setting forth the Adjustment Auditor’s resolution of the disputed items and amounts with respect to the Post-Closing Adjustment, in each case, with a written instruction from LEC to the Escrow Agent to effectuate such order. The Escrow Agent shall be entitled conclusively to rely upon any such instruction and shall have no responsibility to make any determination as to whether such order is from a court of competent jurisdiction or is a final order. The Escrow Agent shall have no duty or responsibility with respect to determining whether any Claim set forth in an Escrow Notice is properly asserted under the terms of the Purchase Agreement or whether the amount thereof has been properly computed. The Escrow Agent shall be entitled to rely, conclusively and without inquiry, on any Escrow Notice provided to the Escrow Agent in accordance with the terms of this Agreement.

(ii) Upon receipt of such joint written instructions or such Final Decision, as the case may be, the Escrow Agent shall release to LEC such amount of the Escrow Funds in the Escrow Account in accordance with such written instructions or Final Decision.

(i) Within two Business days of the Release Date (the “Distribution Date”), the Escrow Agent shall release to TTCP, by wire transfer to an account(s) designated by TTCP, the remaining balance of the Escrow Funds in the Escrow Account, less the amount of all Unresolved Claims. For purposes of this Escrow Agreement, “Unresolved Claims” shall mean, as of the Release Date, (a) the aggregate amount of all Claims that are the subject of a Dispute Notice and (b) any amount that is disputed by the Seller with respect to the Post-Closing Adjustment pursuant to Section 2.3(e) of the Purchase Agreement, in each case, notice of such Claim or dispute having been received by the Escrow Agent on or prior to the Release Date and such Claim or dispute not previously resolved or satisfied in accordance herewith that were otherwise properly and timely asserted under this Agreement or the Purchase Agreement, respectively, but not otherwise satisfied as of the Release Date, including any claims for which an Escrow Notice has been received by the Escrow Agent on or prior to the Release Date but for which the 30-day objection period has not expired as of the Release Date.

(ii) Unresolved Claims for which TTCP has objected in accordance with subclauses (i) and (ii) of Section 1.3(b) shall be administered in accordance with subclause (ii) of Section 1.3(b). Upon the expiration of the 30-day objection period for any Unresolved Claims for which no Dispute Notice has been received by the Escrow Agent, the Escrow Agent shall release by wire transfer to an account(s) designated by LEC an amount of funds in the Escrow Account equal to the amount of such Unresolved Claim for which no Dispute Notice has been received by the Escrow Agent on or prior to the expiration of the 30-day objection period. After the resolution of each Unresolved Claim, any remaining portion of the Escrow Funds in the Escrow Account not distributed to LEC pursuant to the immediately preceding sentences and not subject to other Unresolved Claims shall be released by wire transfer promptly thereafter by the Escrow Agent to an account(s) designated by TTCP.

2.1. Nature of Escrow Agent’s Duties. This Escrow Agreement expressly and exclusively sets forth the duties of the Escrow Agent with respect to any and all matters pertinent hereto, which duties shall be deemed purely ministerial in nature, and no implied duties or obligations shall be read into this Escrow Agreement against the Escrow Agent. The Escrow Agent shall in no event be deemed to be a fiduciary to any Party or any other person or entity under this Escrow Agreement. The permissive rights of the Escrow Agent to do things enumerated in this Escrow Agreement shall not be construed as duties. In performing its duties under this Escrow Agreement, or upon the claimed failure to perform its duties, the Escrow Agent shall not be liable for any damages, losses or expenses other than damages, losses or expenses which have been finally adjudicated by a court of competent jurisdiction to have resulted from the Escrow Agent’s willful misconduct or gross negligence. In no event shall the Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. The Escrow Agent shall not be responsible or liable for the failure of any Party to perform in accordance with this Escrow Agreement. The Escrow Agent shall have no liability with respect to the transfer or distribution of any funds effected by the Escrow Agent pursuant to wiring or transfer instructions provided to the Escrow Agent in accordance with the provisions of this Escrow Agreement. The Escrow Agent shall not be obligated to take any legal action or to commence any proceedings in connection with this Escrow Agreement or any property held hereunder or to appear in, prosecute or defend in any such legal action or proceedings.

2.2. Limits of Liability of Escrow Agent. The Escrow Agent acts hereunder as a depository only. No provision of this Escrow Agreement shall require the Escrow Agent to risk or advance its own funds or otherwise incur any financial liability or potential financial liability in the performance of its duties or the exercise of its rights under this Escrow Agreement.

2.4. No Duty to Notify. The Escrow Agent shall in no way be responsible for, nor shall it be its duty to notify any Party or any other person or entity interested in this Escrow Agreement of, any payment required or maturity occurring under this Escrow Agreement or under the terms of any instrument deposited herewith unless such notice is explicitly provided for in this Escrow Agreement.

2.5. Assumption of Accuracy of Documentation. The Escrow Agent shall be protected in acting upon any written instruction, notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other paper or document which the Escrow Agent in good faith believes to be genuine and what it purports to be, including, but not limited to, items directing investment or non-investment of funds, items requesting or authorizing release, disbursement or retainage of the subject matter of this Escrow Agreement and items amending the terms of this Escrow Agreement. The Escrow Agent shall be under no duty or obligation to inquire into or investigate the validity, accuracy or content of any such notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other paper or document. The Escrow Agent shall have no duty or obligation to make any formulaic calculations of any kind hereunder.

2.6. Affiliates; Legal Counsel. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through affiliates or agents. The Escrow Agent shall be entitled to seek the advice of legal counsel with respect to any matter arising under this Escrow Agreement and the Escrow Agent shall have no liability and shall be fully protected with respect to any action taken or omitted pursuant to the advice of such legal counsel. The Parties shall be jointly and severally liable for, and shall promptly pay, upon demand by the Escrow Agent, the reasonable and documented fees and expenses of any such legal counsel.

2.10. Resignation of Escrow Agent. The Escrow Agent may resign at any time from its obligations under this Escrow Agreement by providing written notice to the Parties. Such resignation shall be effective on the date set forth in such written notice, which shall be no earlier than sixty (60) days after such written notice has been furnished. In such event, the

Parties shall promptly appoint a successor escrow agent. In the event no successor escrow agent has been appointed on or prior to the date such resignation is to become effective, the Escrow Agent shall be entitled to tender into the custody of any court of competent jurisdiction all funds and other property then held by the Escrow Agent hereunder and the Escrow Agent shall thereupon be relieved of all further duties and obligations under this Escrow Agreement; provided, however, that any such action of the Escrow Agent shall not deprive the Escrow Agent of its compensation and right to reimbursement of expenses hereunder arising prior to such action and discharge of the Escrow Agent of its duties hereunder. The Escrow Agent shall provide notice of any such tender to the Parties in accordance with Section 4.5 hereof. The Escrow Agent shall have no responsibility for the appointment of a successor escrow agent hereunder.

2.11 Transactions with the Parties. The Escrow Agent and any director, officer or employee of the Escrow Agent may become pecuniarily interested in any transaction in which any of the Parties may be interested and may contract and lend money to any Party and otherwise act as fully and freely as though it were not escrow agent under this Escrow Agreement. Nothing herein shall preclude the Escrow Agent from acting in any other capacity for any Party.

2.12 Reports. The Escrow Agent shall provide monthly reports of transactions and holdings to the Parties as of the end of each month, at the addresses provided by the Parties in Section 4.5

3.1. The Parties jointly and severally agree to pay to the Escrow Agent compensation, and to reimburse the Escrow Agent for costs and expenses, all in accordance with the provisions of Exhibit B hereto, which is incorporated herein by reference and made a part hereof. The fee agreed upon for the services rendered hereunder is intended as full compensation for the Escrow Agent’s services as contemplated by this Escrow Agreement; provided, however, that in the event that the conditions for the disbursement of funds are not fulfilled, or the Escrow Agent renders any service not contemplated in this Escrow Agreement, or there is any assignment of interest in the subject matter of this Escrow Agreement or any material modification hereof, or if any material controversy arises hereunder, or the Escrow Agent is made a party to any litigation pertaining to this Escrow Agreement or the subject matter hereof, then the Escrow Agent shall be compensated for such extraordinary services and reimbursed for all costs and expenses, including reasonable out-of-pocket attorneys’ fees and expenses, occasioned by any such delay, controversy, litigation or event. The provisions of this Section shall survive the termination of this Escrow Agreement and any resignation or removal of the Escrow Agent.

4.1. Collected Funds. If money is a part of the subject matter of this Escrow Agreement, then the Escrow Agent shall make no disbursement, investment or other use of funds until and unless it has collected funds. The Escrow Agent shall not be liable for collection items until the proceeds of the same in actual cash have been received or the Federal Reserve has given the Escrow Agent credit for the funds.

4.2. Investment of Escrow Funds. Unless otherwise instructed in writing by the Parties, the Escrow Agent shall invest all funds held pursuant to this Escrow Agreement in the following selected SunTrust Bank deposit option:

As of the date of this Escrow Agreement, the investments in the SunTrust Institutional Money Market Deposit Option and the SunTrust Non-Interest Deposit Option are insured, subject to the applicable rules and regulations of the Federal Deposit Insurance Corporation (the “FDIC”), in the standard FDIC insurance amount of $250,000, including principal and accrued interest. Deposits in the SunTrust Institutional Money Market Deposit Option and the SunTrust Non-Interest Deposit Option are not secured. The SunTrust Institutional Money Market Deposit Option has monthly withdrawal/disbursement restrictions of a maximum of six per month and, in the event the maximum is reached in any one calendar month, the funds will be moved to a SunTrust Bank non-interest bearing deposit option until the beginning of the following month unless an alternate investment vehicle is selected for this purpose.

Alternate Investment Vehicle: ___________________________________________________

Instructions to make any other investment must be in writing and signed by each of the Parties. The Parties recognize and agree that the Escrow Agent will not provide supervision, recommendations or advice relating to the investment of moneys held hereunder or the purchase, sale, retention or other disposition of any investment, and the Escrow Agent shall not be liable to any Party or any other person or entity for any loss incurred in connection with any such investment. The Escrow Agent is hereby authorized to execute purchases and sales of investments through the facilities of its own trading or capital markets operations or those of any affiliated entity. The Escrow Agent or any of its affiliates may receive compensation with respect to any investment directed hereunder, including, without limitation, charging any applicable agency fee in connection with each transaction. The Escrow Agent shall use its best efforts to invest funds on a timely basis upon receipt of such funds; provided, however, that the Escrow Agent shall in no event be liable for compensation to any Party or other person or entity related to funds which are held un-invested or funds which are not timely invested. The Escrow Agent is authorized and directed to sell or redeem any investments as it deems necessary to make any payments or distributions required under this Escrow Agreement. Any investment earnings and income on the Escrow Account shall become part of the Escrow Account.

4.6. Governing Law; Assignment; Successors and Assigns. This Escrow Agreement is being made in and is intended to be construed according to the laws of the State of Delaware. Except as permitted in Section 2.9, neither this Escrow Agreement nor any rights or obligations hereunder may be assigned by any party hereto without the express written consent of each of the other parties hereto. This Escrow Agreement shall inure to and be binding upon the Parties and the Escrow Agent and their respective successors, heirs and permitted assigns.

4.7. Amendment; Waiver. The terms of this Escrow Agreement may be altered, amended, modified or revoked only by an instrument in writing signed by the Parties and the Escrow Agent.

4.8. Severability. If any provision of this Escrow Agreement shall be held or deemed to be or shall in fact be illegal, inoperative or unenforceable, the same shall not affect any other provision or provisions herein contained or render the same invalid, inoperative or unenforceable to any extent whatsoever.

4.9. Force Majeure. No party to this Escrow Agreement shall be liable to any other party hereto, nor be deemed to have defaulted under or breached this agreement, for any failure or delay in fulfilling or performing any term of this Escrow Agreement when and to the extent such failure or delay is caused by or results from acts beyond the affected party’s reasonable control (“Force Majeure Events”), including, without limitation, (a) acts of God; (b) flood, fire, or explosion; (c) war, terrorism, invasion, riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of this Escrow Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns or other industrial disturbances; and (i) electrical outages, equipment or transmission failure, or other causes reasonably beyond its control. The party to this Escrow Agreement suffering a Force Majeure Event shall give notice to the other parties hereto, stating the period of time the occurrence is expected to continue and shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized.

4.10 Termination. This Escrow Agreement shall terminate on the date on which all of the funds and property held by the Escrow Agent under this Escrow Agreement have been disbursed. Upon the termination of this Escrow Agreement and the disbursement of all of the funds and property held hereunder, this Escrow Agreement shall be of no further effect except that the provisions of Sections 2.8, 3.1 and 4.4 shall survive such termination.

4.11. Headings. All titles and headings in this Escrow Agreement are intended solely for convenience of reference and shall in no way limit or otherwise affect the interpretation of any of the provisions hereof.

4.12. Counterparts. This Escrow Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

4.13. Entire Agreement. This Escrow Agreement constitutes the entire agreement between the Escrow Agent and the Parties in connection with the subject matter of this Escrow Agreement, and no other agreement entered into between the Parties, or any of them, including, without limitation, the Purchase Agreement, shall be considered as adopted or binding, in whole or in part, upon the Escrow Agent notwithstanding that any such other agreement may be deposited with the Escrow Agent or the Escrow Agent may have knowledge thereof.

4.14. No Third Party Beneficiaries. This Escrow Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Escrow Agreement.

4.15. Incumbency Certificate. Contemporaneously with the execution and delivery of this Escrow Agreement and, if necessary, from time to time thereafter, each of the Parties shall execute and deliver to the Escrow Agent a Certificate of Incumbency substantially in the form of Exhibits A-1 or A-2 hereto, as applicable (a “Certificate of Incumbency”), for the purpose of establishing the identity and authority of persons entitled to issue notices, instructions or directions to the Escrow Agent on behalf of each such party. Until such time as the Escrow Agent shall receive an amended Certificate of Incumbency replacing any Certificate of Incumbency theretofore delivered to the Escrow Agent, the Escrow Agent shall be fully protected in relying, without further inquiry, on the most recent Certificate of Incumbency furnished to the Escrow Agent. Whenever this Escrow Agreement provides for joint written notices, joint written instructions or other joint actions to be delivered to the Escrow Agent, the Escrow Agent shall be fully protected in relying, without further inquiry, on any joint written notice, instructions or action executed by persons named in such Certificate of Incumbency.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the date first above written.

IN WITNESS WHEREOF, this certificate has been executed by a duly authorized officer on:

The Legal Review Fee includes review of all related documents and accepting the appointment of Escrow Agent on behalf of SunTrust Bank. The fee also includes setting up the required account(s) and accounting records, document filing, and coordinating the receipt of funds/assets for deposit to the Escrow Account. This is a one-time fee payable upon execution of the Escrow Agreement. As soon as SunTrust Bank’s attorney begins to review the Escrow Agreement, the legal review fee is subject to payment regardless if the Parties decide to appoint a different escrow agent or a decision is made that the Escrow Agreement is not needed.

The Administration Fee includes providing routine and standard services of an Escrow Agent. The fee includes administering the escrow account, performing investment transactions, processing cash transactions (including wires and check processing), disbursing funds in accordance with the Agreement (note any pricing considerations below), and providing trust account statements to the Parties for a twelve (12) month period. If the account remains open beyond the twelve (12) month term, the Parties will be invoiced each year on the anniversary date of the execution of the Escrow Agreement. Extraordinary expenses, including legal counsel fees, will be billed as out-of-pocket. The Administration Fee is due upon execution of the Escrow Agreement. The fees shall be deemed earned in full upon receipt by the Escrow Agent, and no portion shall be refundable for any reason, including without limitation, termination of the agreement.

Out-of-pocket expenses such as, but not limited to, postage, courier, overnight mail, wire transfer, travel, legal (out-of-pocket to counsel) or accounting, will be billed at cost.

Note: This fee schedule is based on the assumption that the escrowed funds will be invested in one of the SunTrust Bank Deposit Options. If any other investment options are chosen, this fee schedule will become subject to change.

All Liens against the Company pursuant to the Settlement Agreement existing prior to the Closing; it being understood that all such Liens shall be released in full at or prior to Closing pursuant to Section 7.15.

Huerfano River Wind is a Small Generating Facility with nameplate rating of 8MW located on three parcels of privately owned land comprising approximately 50 acres in Huerfano County, Colorado (“Facility”). The Facility consists of four Sany Electric model SE10020IIIE 2MW Wind Turbine Generators (“WTG”), each with a 103 meter diameter, three-bladed, upwind, horizontal-axis at a hub height of 80 meters. The up-tower components are supported by a bedplate structure that yaws to align the rotor with the wind. The tower is a tubular steel structure assembled in sections.

In addition to the WTGs and their associated foundations, the Facility has access and service roads as well as an underground collection system. Power generated by the Facility is converted from 34.5 kV to 12.47 kV, and delivered to a 12.47 kV to 69 kV substation owned and operated by San Isabel Electric Association

THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made as a deed and dated as of March 27, 2015, by and among FIFTY ID RE LIMITED, (a company incorporated in England with registered number 091558616) and whose registered address is at 21 Great Winchester Street, London EC2N 2JA (“FID”), CONSTANTINE WIND ENERGY LIMITED (a company incorporated in England with registered number 07663015) and whose registered address is at First Floor River Court, The Old Mill Office Park, Godalming, Surrey, GU7 1EZ, (the “Seller”), and LIGHTBEAM ELECTRIC COMPANY, a Delaware corporation (“LEC”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

WHEREAS, the Seller is the legal and beneficial owner of all of the issued and outstanding shares (the “Shares”) of the companies listed in Part I of Exhibit D (the “Target Companies” and each a “Target Company”);

WHEREAS, the Seller desires to sell the Shares to FID, and FID desires to purchase the Shares from the Seller, upon the terms and subject to the conditions set forth in this Agreement (the “Acquisition”);

WHEREAS, LEC and FID are entering into a separate agreement pursuant to which LEC will acquire all of the issued and outstanding shares of FID immediately prior to the closing of the transactions contemplated pursuant to this Agreement; and

WHEREAS, FID is entering into other separate agreements whose material terms and conditions are similar to this Agreement (the “Other Agreements”), in order to acquire additional clean energy assets (the Target Group, together with each of the other companies which FID has agreed to purchase pursuant to the Other Agreements, are collectively referred to herein as the “Founding Companies”).

NOW, THEREFORE, in consideration of the premises, and the warranties, covenants and agreements contained herein, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, each intending to be legally bound, hereby agree as follows:

1.1 Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at Closing, the Seller shall sell to FID, and FID shall purchase from the Seller, the Shares with full title guarantee, free and clear of all Liens, except for the Permitted Liens. The aggregate purchase price for the Shares shall be the Cash Consideration, which shall be payable in accordance with Section 2.

1.2 Closing. The closing of the Acquisition (the “Closing”) will take place (a) at the offices of Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, New York, at 9:00 a.m. New York City time, on the second (2nd) Business Day immediately following the day on which the last of the conditions to Closing contained in Sections 7 and 8 (other than any conditions that by their nature are to be satisfied at the Closing) is satisfied or waived in accordance with this Agreement (FID shall use reasonable endeavours to provide the Seller with at least 10 Business Days’ notice of the Closing Date, so as to enable the Seller to obtain a final figure for the Closing Date Retired Indebtedness) or (b) at such other place and time or on such other date as the Seller and FID may mutually determine in writing (the date on which the Closing actually occurs is referred to as the “Closing Date”). A Closing meeting shall also take place at the same time at the London offices of Morgan, Lewis & Bockius LLP, Condor House, 5-10 St Paul’s Churchyard, London, at which the Seller may deliver any items it is obliged to do so hereunder at Closing, to a representative of FID.

1.3 Benefit of Shares. FID shall be entitled to exercise all rights attached or accruing to the Shares including, without limitation, the right to receive all dividends, distributions or any return of capital declared, paid or made by the Target Companies on or after Closing. Any benefits attaching to the Shares on or after Closing held or received by the Seller shall be held on trust for FID.

(a) At the Closing, FID shall lend an amount equal to the Closing Date Retired Indebtedness and the Unpaid Target Company Expenses to the Target Companies and the Seller shall procure that each relevant member of the Target Group fully discharges the Closing Date Retired Indebtedness and Unpaid Target Company Expenses and shall take such other action as is reasonably required by FID to demonstrate that following such discharge, the Permitted Liens set out in Exhibit B, shall promptly be released.

(i) an amount equal to the Closing Date Cash Consideration in immediately available funds by wire transfer to an account designated in writing by the Seller to FID no later than three (3) Business Days prior to the Closing Date

(ii) a certificate (that shall be given on behalf of FID and LEC (in respect of Sections 8.6, 8.7 and 8.9 only) and without any personal liability on the part of the signatories) certifying that each of the conditions specified in Section 8.1, Section 8.2, Section 8.3, Section 8.6 and Section 8.9, is satisfied in all respects and that to the Knowledge of FID and LEC each of the conditions in Section 8.4, Section 8.5, Section 8.7 is satisfied in all respects; and

(iii) all other documents, instruments or certificates required to be delivered by FID to the Seller at or prior to the Closing pursuant to this Agreement.

(i) the certificates for the Shares, accompanied by stock transfer forms duly executed by the Seller in a form satisfactory to FID and LEC;

(ii) all other documents and instruments necessary to vest in FID all of the Seller’s right, title and interest in and to the Shares, free and clear of all Liens, except for the Permitted Liens set out in Exhibit B;

(iii) deeds of release, in a form reasonably satisfactory to FID and LEC, in each case executed by a relevant lender to whom any part of the Target Company Retired Indebtedness is outstanding, confirming that subject to their receipt of an amount equal to their relevant portion of the Target Company Retired Indebtedness, they shall release any security held by them over any member of the Target Group at Closing or if later as soon as reasonably practicable following their receipt of such relevant portion, and if applicable counter-executed by the relevant Target Group member;

(iv) written resignations of all officers (except as otherwise requested by FID no later than three (3) Business Days prior to the Closing Date) and directors of each member of the Target Group, in the form agreed between the parties in each case acting reasonably, to be effective as of the Closing;

(v) irrevocable powers of attorney, in the form agreed between the parties, in each case acting reasonably, executed by the Seller, empowering FID (during the period prior to the registration of the Shares in the name of FID) to exercise all rights attaching to the Shares;

(vi) the statutory registers and minute books (written up to the time of Closing), the common seal (if any), certificate of incorporation and any certificates on change of name, in each case for each member of the Target Group;

(vii) signed minutes of a board meeting of each Target Company at which the directors of such Target Company resolve, with effect from Closing, to (A) appoint such persons as FID may direct as directors of such Target Company; (B) approve the registration of the transfer of the relevant Shares, subject only to the transfers being stamped; (C) accept resignations delivered by the current auditors and directors of such Target Company effective as of Closing; (D) appoint such auditors and individuals who are notified to the Seller as auditors and officers of the Target Group members, respectively, with effect from Closing;

(viii) a certificate (that shall be given on behalf of the Seller and without any personal liability on the part of the signatory) certifying that each of the conditions specified in Section 7.1, Section 7.2 and Section 7.6 is satisfied in all respects and that to the Knowledge of the Seller each of the conditions in Section 7.4, Section 7.5, and Section 7.7 is satisfied in all respects;

(ix) copies of all Material Contracts and originals of Real Property Leases (save for Real Property Leases that have been registered (or are in the process of being registered) at HM Land Registry or with the Scottish Land Registry and for the leases relating to Oak Tree Lodge, Fernibrae, Gardrum and relating to the assignation in respect of Trela, in relation to which a copy only is provided); and

(d) all other documents, instruments or certificates required to be delivered by the Seller at or prior to the Closing pursuant to this Agreement.

(e) All documents and items delivered at Closing pursuant to this Section 2.1 shall be held by the recipient to the order of the person delivering the same until such time as the Closing shall be deemed to have taken place. Simultaneously with:

(i) delivery of all documents and all items required to be delivered at the Closing in accordance with this Section 2.1 (or waiver of the delivery of it by the person entitled to receive the relevant document or item); and

(ii) receipt of an electronic funds transfer by the Seller of an amount equal to the Closing Date Cash Consideration and payment of the Closing Date Retired Indebtedness and Unpaid Target Company Expenses (as required in the latter case by Section 2.3),

the documents and items delivered in accordance with this Section 2.1 shall cease to be held to the order of the person delivering them and the Closing shall be deemed to have taken place.

2.2 Further Action. If, at any time after the Closing, any further action is reasonably necessary to carry out the purposes of this Agreement and the other agreements contemplated hereby or to vest FID with full right, title and possession of and to all of the Shares and all rights, property, privileges, power and franchises of the Target Companies, each party will do, or procure the doing of, all acts and things and execute, or procure the execution of, all documents as is reasonably necessary to give full effect to the terms of this Agreement, so long as such action is not inconsistent with this Agreement. For the avoidance of doubt, the Seller shall bear no responsibility in relation to the payment of stamp duty on the transfer of the Shares to FID hereunder. Upon the terms and subject to the conditions contained herein, prior to the Closing Date, each of the parties hereto shall (a) use all commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective at Closing the transactions contemplated by this Agreement and any related agreement or certificate, including satisfying the conditions to Closing in Sections 7 and 8 (to the extent that they are within its powers), and (b) cooperate, to the extent practicable, with each other in connection with the foregoing.

disputed item and the estimated amount thereof in dispute and the basis for such dispute. The parties shall in good faith attempt to promptly resolve any such dispute prior to the Closing Date; provided, however, that if the parties are not able to reach mutual agreement prior to the Closing Date, FID’s calculations of such disputed items shall be reflected on the Closing Financial Certificate (without prejudice to the Seller’s right to dispute such items pursuant to Section 2.3(e)), but except that the Seller’s determination as to the amounts of the Target Company Retired Indebtedness shall be adopted. As of the Closing, the Seller shall deliver to FID and LEC the Closing Financial Certificate. To the extent reflected in the Closing Financial Certificate, at the Closing, FID shall lend an amount equal to the Unpaid Target Company Expenses to the relevant member of the Target Group and procure that the relevant member of the Target Group wires the amount of any Unpaid Target Company Expenses to the applicable Person(s) owed such Unpaid Target Company Expenses pursuant to wire instructions (such wire instructions to be provided to FID by the Target Companies at least three (3) Business Days prior to the Closing Date).

(b) Within sixty (60) days after the Closing Date, FID shall prepare and deliver to the Seller a written notice (the “Post-Closing Adjustment Notice”) setting forth the good faith determination made by FID of: (A) the Cash; (B) the Target Company Current Assets, (C) the Target Company Current Liabilities, (C) the Target Company Retired Indebtedness, (D) the Unpaid Target Company Expenses and (E) any Closing Claim. If any asset or liability is denominated in any currency other than sterling it shall be converted into sterling at the exchange rate applicable on the date of Closing as agreed between the parties or as advised by National Westminster Bank PLC in the event of disagreement. Following delivery of the Post-Closing Adjustment Notice, at the written request of the Seller, FID shall provide the Seller and its authorized representatives reasonable access to all records used in preparing such Post-Closing Adjustment Notice and, if applicable, FID’s outside accountants and their work papers and other documents used in preparing such Post-Closing Adjustment Notice. Unless the Seller disputes the calculations in the Post-Closing Adjustment Notice in writing (specifying the basis for such dispute in reasonable detail) within thirty (30) days following delivery of such notice, the Post-Closing Adjustment Notice shall be final and binding

provisions that apply to the Post-Closing Adjustment shall apply to the Turbine Adjustment if appropriate. In relation to each Contingent Adjustment, where such matter has not been resolved by the end of such one hundred and twenty (120) day period, any unsettled Contingent Adjustment shall be excluded from the Post-Closing Adjustment Notice, and the Seller and FID shall continue to work together and cooperate to resolve the matter as soon as reasonably practicable. When each such matter has been resolved, a further Post-Closing Adjustment Notice shall be prepared in relation to the relevant Contingent Adjustment and this Section 2.3 shall again apply and be read mutatis mutandis and all other provisions that apply to the Post-Closing Adjustment shall apply to the relevant Contingent Adjustment if appropriate save that any payment required from the Seller to FID shall be deducted from the Remeasure Payment.

(c) Within ten (10) Business Days following the final determination of the Cash, the Target Company Current Assets, the Target Company Current Liabilities, the Target Company Retired Indebtedness, the Unpaid Target Company Expenses and of any Closing Claim in accordance with this Section 2.3, FID or the Seller, as applicable, shall effect the net result of the following adjustments (such net result, the “Post-Closing Adjustment”), if any:

(i) if the amount of the Cash as finally determined pursuant to this Section 2.3 is greater than the amount of the Cash set forth in the Closing Financial Certificate, FID shall be required to pay an amount equal to such excess amount to the Seller;

(iii) if the amount of the aggregate Target Company Current Assets for all members of the Target Group as finally determined pursuant to this Section 2.3 is greater than the amount of the aggregate Target Company Current Assets set forth in the Closing Financial Certificate, FID shall pay an amount equal to such excess amount to the Seller;

(iv) if the amount of the aggregate Target Company Current Assets for all members of the Target Group finally determined pursuant to this Section 2.3 is less than the amount of the aggregate Target Company Current Assets set forth in the Closing Financial Certificate, the Seller shall pay to FID an amount equal to such shortfall;

(v) if the aggregate amount of: (a) the Target Company Current Liabilities, (b) the Target Company Retired Indebtedness, and (c) the Unpaid Target Company Expenses, for all members of the Target Group as finally determined pursuant to this Section 2.3 is greater than the aggregate amount of: (x) the Target Company Current Liabilities, (y) the Target Company Retired Indebtedness, and (z) the Unpaid Target Company Expenses, for all members of the Target Group set forth in the Closing Financial Certificate, then the Seller shall pay FID an amount equal to such excess;

(vi) if the aggregate amount of: (a) the Target Company Current Liabilities, (b) the Target Company Retired Indebtedness, and (c) the Unpaid Target Company Expenses as finally determined pursuant to this Section 2.3 is less than the aggregate amount of: (x) the Target Company Current Liabilities, (y) the Target Company Retired Indebtedness, and (z) the Unpaid Target Company Expenses, for all members of the Target Group set forth in the Closing Financial Certificate, then FID shall pay, or cause to be paid, an amount equal to such shortfall to the Seller; and

(vii) if there is a Closing Claim, then the Seller shall pay FID an amount equal to such Closing Claim.

(d) If FID is required to pay the Post-Closing Adjustment to the Seller, FID shall effect such payment by delivering immediately available funds by wire transfer to an account of the Seller designated in writing by the Seller to FID within the ten (10) Business Days described in Section 2.3(c). Any obligation of FID to pay the Post-Closing Adjustment (if required to be paid by FID) hereunder may be satisfied by FID or any of its Affiliates. If the Seller is required to pay the Post-Closing Adjustment to FID, then the Seller shall effect the payment by delivering immediately available funds by wire transfer to an account of FID designated in writing by FID to the Seller within the ten (10) Business Days described in Section 2.3(c).

(e) If the Seller provides a written notice of dispute (specifying the basis of such dispute in reasonable detail) within thirty (30) days following delivery of the Post-Closing Adjustment Notice, FID and the Seller shall attempt in good faith to resolve such dispute promptly, but in any event within thirty (30) days after service of the written notice from the Seller of the dispute. During such thirty (30)-day period, each party and its representatives shall be permitted to review the work papers of the other party and its representatives relating to the dispute and the basis therefor. If FID and the Seller are unable to resolve all such objections within such thirty (30)-day period (or such longer period as may be agreed upon by FID and the Seller in writing), FID and the Seller shall engage a firm of chartered accountants of internationally recognized standing that is, and during the past three (3) years has been, independent from FID, the Seller and each Target Company and each of their respective Affiliates (or failing such agreement within ten (10) Business Days of any request to agree such a firm by FID or the Seller, such firm as is appointed by the President of the Institute of Chartered Accountants in England and Wales on the request of either of FID or the Seller the costs of making such appointment to be borne equally by FID and the Seller), to promptly determine the amount of the Post-Closing Adjustment (the “Adjustment Auditor”), FID and the Seller shall instruct the Adjustment Auditor to determine, solely with respect to the disputed items and amounts so submitted, whether and to what extent, if any, the Post-Closing Adjustment requires adjustment. The Adjustment Auditor shall base its determination solely on written submissions by FID and the Seller and not on an independent review. FID and the Seller shall make available to the Adjustment Auditor all relevant work papers and other items reasonably requested by the Adjustment Auditor. As promptly as practicable, but in no event later than thirty (30) days after its retention, the Adjustment Auditor shall deliver to FID and the Seller a report that sets forth its resolution of the disputed items and amounts and its calculation of the Post-Closing Adjustment; provided, however, that the Adjustment Auditor may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The determination of the Adjustment Auditor shall be final and binding upon the parties and the Post-Closing Adjustment Notice shall be deemed amended as appropriate, if applicable. Following such determination, the final and binding Post-Closing Adjustment shall be paid

pursuant to the terms of Section 2.3(d). The fees and expenses of the Adjustment Auditor shall be borne by FID and by the Seller based on the inverse of the percentage of the amount that the Adjustment Auditor (before such allocation) awards in favour of the Seller or FID, as applicable, as it bears to the total amount of the total items in dispute as originally submitted to the Adjustment Auditor. For example, should the items in dispute total in amount to £1,000 and the Adjustment Auditor awards £600 in favor of the Seller’s position, sixty percent (60%) of the costs of its review would be borne by FID and forty percent (40%) of the costs would be borne by the Seller.

2.5 No Tax Withholding. All sums payable by FID or LEC under this Agreement shall be paid free and clear of all deductions or withholding unless the deduction or withholding is required by Law. If such deduction or withholding on account of Tax is required, provided that the Seller has complied with Section 7.12 and that FID has not waived the condition in Section 7.12, FID and/or LEC as applicable shall pay such additional amount as shall be required to ensure that the net amount received by the Seller will equal the full amount which would have been received by it had no such deduction or withholding been required to be made, provided further that the Seller shall use its reasonable endeavours to obtain a credit, relief or remission for, or repayment of or in respect of such additional amount and/or the Tax to which the additional amount relates (including for the avoidance of doubt under any applicable Tax treaty) if such a credit, relief or remission is available, as soon as reasonably practicable. Upon obtaining or receiving any such credit, relief, remission or repayment, the Seller shall promptly pay an amount equal to such credit, relief, remission or repayment (but not exceeding the additional amount paid by FID and/or LEC) to FID.

2.6 Certain Acknowledgements. Subject to and without prejudice to the parties obligations under Section 2.2, the Seller acknowledges and agrees that: (i) there exists no firm commitment, binding agreement or promise or other assurance of any kind, whether express or implied, oral or written, that a Registration Statement will become effective or that the IPO pursuant thereto will occur at a particular price or within a particular range of prices or occur at all; (ii) that neither FID nor LEC or any of their officers, directors, agents or representatives nor any Underwriter shall have any liability to the Seller, the Target Companies or any other person affiliated or associated with the Seller or the Target Companies for any failure of the Registration Statement to become effective; and (iii) the decision of the Seller to enter into this Agreement, and the decision of the Seller to vote in favor of or consent to the transactions contemplated by this Agreement, has been or will be made independent of, and without reliance upon, any statements, opinions or other communications, or due diligence investigations which have been or will be made or performed by any prospective Underwriter, relative to FID, its Affiliates or the prospective IPO.

(a) No later than 31 October 2016, FID and the Seller shall jointly appoint an independent third party expert with the requisite experience (or if FID and the Seller are unable to agree on such appointment within ten (10) Business Days of any request to appoint such an expert submitted by either FID or the Seller, FID and the Seller shall jointly appoint any of Garrad Hassan, Mott MacDonald or Green Cat Renewable as selected by FID, save that if FID elects to use either of Garrad Hassan or Mott MacDonald, FID shall pay the excess costs over and above the costs which would have been charged by Green Cat Renewable), to determine the Revised Projected P50 for each Project based on actual historical data for each Project for the period from 1 May 2015 to 30 September 2016 (both dates inclusive). The parties shall cooperate and work together in good faith to agree in writing the methodology to be used by the expert in making such determination and calculations and that such methodology is set out in Exhibit G as soon as reasonably practicable following the date of this Agreement and in any event by 14 April 2015 (the “Remeasure Condition”).

(b) Where an expert is appointed in accordance with Section 2.8(a), both FID and the Seller shall provide reasonable access to all records required for the expert to carry out his work. The expert shall be requested to complete his work within twenty-five (25) Business Days of his appointment. Once complete, the expert shall submit his draft report (which shall include all relevant calculations and determinations together with a summary of his methodology) to FID and the Seller. FID and the Seller shall be entitled to submit representations to the expert (with a copy to the other party) no later than five (5) Business Days after receipt of his draft report. The expert shall be instructed to deliver his final report within ten (10) Business Days of the expiry of such five (5) Business Day period. Such third party expert shall act as an expert and not as an arbitrator and his decision shall be final and binding on FID and the Seller. The costs of engaging the expert shall be borne by FID and the Seller equally.

(c) Once this determination is completed the number shown for each Project in the column headed “Estimated P50” in Exhibit G shall be replaced by the Revised Projected P50 for that Project and the number shown for each Project in the column headed “Rent” in Exhibit G shall be replaced by the revised rent that will be payable based on the Revised Projected P50 for such Project. The revised rent figure and the Revised Projected P50 shall be used calculate the resultant net income, the aggregate of the revised net income shall be the “Revised Aggregate Net Income”. For the avoidance of doubt the parties shall use the same cost figures as are shown in the rest of Exhibit G whether or not they have been proved accurate.

(d) The Revised Aggregate Net Income shall be multiplied by 11.2 if Closing occurred on or before 15 May 2015 and by 11.235 if Closing occurred after 15 May 2015 and the figure resulting from such calculation shall be the “Final Value”.

(2) any payment made by the Seller under this Agreement in respect of any claim that any warranty given by the Seller in respect of a Project is untrue but only to the extent that such payment by the Seller was not intended to compensate FID for costs incurred by FID,

(f) (such sum being the “Adjusted Initial Value”), then subject to Section 2.8(f), FID shall pay an amount equal to the excess (the “Remeasure Payment”) to the Seller on or before 31 March 2017. If the Final Value is less than the Adjusted Initial Value, the Seller shall repay an amount equal to the shortfall to FID on or before 31 March 2017, FID shall be entitled to deduct from the Remeasure Payment (ii) any Determined Amounts that have not already been paid by the Seller; and/or (ii) any Disputed Amounts.

(g) Any payments made under Section 2.8(e) shall be made in immediately available funds by wire transfer to the account of the recipient designated in writing by it to the Seller or FID, as applicable, no later than three (3) Business Days prior to the relevant payment date.

(a) Where any Disputed Amount is retained from any final payment pursuant to Section 2.8(f), FID shall so notify the Seller in writing, and shall pay such Disputed Amount into a separate bank account in the joint names of the Seller and FID until the relevant claim has been Determined and during such period, neither party shall be entitled to withdraw, or allow any third party to withdraw, the Disputed Amount from such account, or otherwise establish or permit any charge, lien or other right or encumbrance of any third party over such account.

(b) Any Disputed Amount shall be paid to the account of the Seller designated pursuant to Section 2.1(b)(i) or retained by FID, in each case as may be Determined, promptly after the claim to which the Disputed Amount relates has been Determined together with all interest accrued in the joint account on the amount so paid.

(c) The provisions set forth in Section 9.2 shall apply to any claim to which a Disputed Amount relates and accordingly any Disputed Amount shall be released to the Seller if legal proceedings are not initiated in respect of it by FID or LEC within 9 months of the delivery of the relevant Claim Notice or Indemnification Demand.

(d) If on the date on which any Remeasure Payment is paid to the Seller, legal proceedings have not been issued in relation to a claim to which a Disputed Amount relates, FID or LEC shall provide to the Seller a written opinion from counsel (of at least ten year’s calling), indicating that the claim to which the Disputed Amount relates is bona fide and has a reasonable prospect of success, failing which such Disputed Amount may not be deducted from the Remeasure Payment and shall be paid to the Seller.

(a) If any of the Put Projects is not Commissioned by five (5) Business Days prior to the Closing Date, the relevant Non-Commissioned Amount applicable to such Put Project shall be deducted from the Closing Date Cash Consideration.

(b) Where Section 2.10(a) applies, FID shall thereafter use reasonable endeavours to procure that the relevant Put Project is Commissioned as soon as reasonably practicable and at a reasonable cost and FID shall promptly notify the Seller in writing when each such Put Project is Commissioned. The Seller shall use its reasonable endeavours to assist FID to

manage any such Put Project until it has been Commissioned, and to monitor and manage any works required at the Site of the relevant Put Project which are carried out under any contracts between the relevant member of the Target Group and third party contractors. FID shall ensure that the Seller, and any third party contractors which are under contract to carry out works in relation to the applicable Put Project, are permitted such access as is reasonably required to the applicable Site for such works and for the relevant Put Project to be Commissioned.

(c) Promptly after each such Put Project has been Commissioned the parties shall seek to agree on the actual amount that has been incurred after Closing on construction costs in respect of the relevant Put Project, failing which such amount shall be determined by a mutually agreed independent third party expert (or failing agreement on such an expert within ten (10) Business Days of any request to agree such an expert by either party, by such firm as is appointed by the President of the Institute of Chartered Accountants in England and Wales on the request of either party). If such construction costs are less than the relevant Non-Commissioned Amount, FID shall pay an amount equal to the shortfall to the Seller. If such construction costs are higher than the relevant Non-Commissioned Amount, the Seller shall pay an amount equal to the excess to FID. Any such payment shall be made within five (5) Business Days of the date of agreement or determination of such costs to an account designated in writing by the recipient to the paying party no later than three (3) Business Days prior to the relevant payment date.

(a) If any Put Project has not been Commissioned by December 31, 2015, FID shall be entitled (on ten (10) Business Days written notice of) to require the Seller to purchase any such Put Project. In such event FID shall procure that the member of the Target Group that holds the rights to the relevant Put Project shall transfer all such rights to the Seller to such other person as the Seller shall specify and on completion of such transfer the Seller shall reimburse the relevant member of the Target Group for any costs incurred by it in relation to the relevant Put Project and shall repay to FID such sum as is equal to the amount paid by FID to the Seller in respect of the relevant Put Project minus the amount so paid to such member, together with the reasonable third party costs incurred by FID in connection with the transfer of the relevant Project to the Seller.

(b) If any Put Project has not been Commissioned by December 31, 2015, and if FID does not require the Seller to purchase the relevant Put Project in accordance with (a) above, the parties agree that if the Revised Projected P50 for the relevant Put Project shall be less than the floor price set forth below, such Revised Projected P50 shall be replaced by such figure as would give a value of the floor price set forth below for the relevant Put Project:

(a) Subject to paragraph (e) below and in consideration of the Seller agreeing to sell the Target Shares on the terms set out in this Agreement, LEC hereby unconditionally and irrevocably guarantees to the Seller the due and punctual payment by FID of all of its payment obligations, commitments and undertakings under or pursuant to Sections 2.3, 2.8, 2.9 and 2.10 of this Agreement (the “Guaranteed Obligations”) and agrees to indemnify the Seller in respect of any breach by FID of any of the Guaranteed Obligations. The liability of LEC under this Agreement in relation to the Guaranteed Obligations shall not be released or diminished by any variation of the terms of this Agreement.

(b) If and whenever FID defaults for any reason whatsoever in the performance of any of the Guaranteed Obligations, LEC shall forthwith upon demand unconditionally perform (or procure performance of) and satisfy (or procure satisfaction of) the obligation, commitment or undertaking in regard to which such default has been made in the manner prescribed by this Agreement and so that the same benefits shall be conferred on the Seller as would have been received if such obligation, commitment or undertaking had been duly performed and satisfied by FID.

(c) This guarantee is to be a continuing guarantee and accordingly is to remain in force until all the Guaranteed Obligations shall have been performed or satisfied regardless of the legality, validity or enforceability of any provisions of this Agreement and notwithstanding the winding-up, liquidation, dissolution or other incapacity of FID or any change in the status, control or ownership of FID. This guarantee is in addition to, without limiting and not in substitution for, any rights or security which the Seller may now or after the date of this Agreement have or hold for the performance and observance of the Guaranteed Obligations.

(d) Save as agreed in writing between the parties, the obligations of LEC under this guarantee will not be affected by an act, omission, matter or thing which, but for this clause, would reduce, release or prejudice any of LEC’s obligations under this guarantee including, without limitation:

(i) any time, waiver or consent granted to, or composition with, FID or other person;

(ii) the release of FID or any other person under the terms of any composition or arrangement with any creditor of FID;

(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, FID or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of FID or any other person;

(v) any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of this Agreement or any other document or security;

(vi) any unenforceability, illegality or invalidity of any obligation of FID under this Agreement or any other document or security; or

(e) The provisions of this Section 2.12 are conditional upon and shall only take effect if and when FID has become a direct or indirect subsidiary of LEC.

The Seller warrants to FID and LEC, as of the date of this Agreement and as of the Closing, as follows except as may be fairly disclosed in the Seller’s Disclosure Schedule or pursuant to Section 6.7(a) (and for this purpose the parties agree that if any matter is fairly disclosed it shall qualify any warranty to which it is reasonably apparent that it relates, even if that warranty does not expressly refer to the relevant item of the Seller’s Disclosure Schedule):

(a) The Seller is a limited liability company and is duly formed, validly existing and in good standing under the Laws of England and Wales and has all necessary power and authority to conduct its business in the manner in which its business is currently being conducted.

(b) Each Target Company is a private limited company duly formed, validly existing and in good standing under the Laws of England and has all necessary power and authority to conduct its business in the manner in which its business is currently being conducted. Each Target Company is in good standing, under the Laws of all jurisdictions where the nature of its business requires such qualification, except where the failure to be so qualified or in such good standing is not likely to have a Target Group Material Adverse Effect.

to have a Target Group Material Adverse Effect. Except as set forth on Section 3.1(c) of the Seller’s Disclosure Schedule, no Target Company owns, legally or beneficially, or controls, directly or indirectly, any share capital or capital stock, securities convertible into share capital or capital stock or any other equity interest in any corporation, association or business entity nor is any Target Company, directly or indirectly, a participant in any joint venture, partnership or other non-corporate entity.

(a) The Seller has delivered to FID or its counsel true, correct and complete copies of the Charter Documents, including all amendments thereto, of each member of the Target Group.

(b) No member of the Target Group is in default under or in violation of any of the provisions of its Charter Documents.

(a) The Shares constitute all of the issued and outstanding equity interests of the Target Companies except as set forth on Section 3.3(a) of the Seller’s Disclosure Schedule and are owned legally and beneficially by the Seller free and clear of all Liens. Upon transfer of the Shares to FID in accordance with the terms of Section 2, FID will receive valid beneficial and legal title to the Shares, free and clear of all Liens except for Permitted Liens set out in Exhibit B.

(b) All of the Shares were issued in compliance with applicable Laws and the relevant Target Company’s Charter Documents. None of the Shares were issued in violation of any contract or agreement to which the Seller or any Target Company is a party or is subject or in violation of any preemptive or similar rights of any Person.

(c) No Target Company is a party or subject to any Contract obligating such Target Company to issue any equity securities or any other securities and there is no circumstance or condition that may give rise to a claim by any Person that such Person is entitled to acquire any securities of such Target Company. No Target Company has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into, or exercisable or exchangeable for, securities having the right to vote) on any matter.

(d) No Target Company has outstanding and has not authorized any equity appreciation, phantom equity, profit participation, or similar rights.

(e) No Target Company nor the Seller is a party or subject to any members agreement, voting agreement, voting trust or any other similar arrangement which has the effect of restricting or limiting the transfer, voting or other rights associated with the Shares.

(f) There are no obligations, contingent or otherwise, of any Target Company to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person.

(g) Section 3.3(g) of the Seller’s Disclosure Schedule contains a true, correct and complete list of the issued equity interests of each Target Subsidiary. There are no outstanding subscriptions, equity options, warrants, rights (including preemptive rights), calls, convertible securities or other agreements or commitments of any character relating to the issued or unissued equity interests of each Target Subsidiary obligating such Target Subsidiary to issue any securities of any kind or to enter any person into its register of members or equivalent. No Target Subsidiary is a party to, or otherwise bound by, or has granted any equity appreciation rights, participations, phantom equity or similar rights. There are no voting trusts, voting agreements, proxies, members agreements or other agreements that may affect the voting or transfer of the equity interests of each Target Subsidiary. Except for equity interests owned by the relevant Target Company and as set forth on Section 3.3(g) of the Seller’s Disclosure Schedule, there are no other equity interests of any Target Subsidiary that have been issued or reserved for issuance. All of the issued equity interests of each Target Subsidiary have been duly authorized and validly issued, and are fully paid and non-assessable and have been issued and granted in all material respects in compliance with all applicable Laws, including securities Laws. All of the issued equity interests of each Target Subsidiary are not subject to, and were not issued in violation of, any preemptive rights, purchase options, call option, right of first refusal, subscription right or any similar right under any provision of applicable Law, each such Target Subsidiary’s Charter Documents, or any Contract to which such Target Subsidiary is a party or is otherwise bound.

(a) The Seller: (i) has delivered to FID or its counsel true, correct and complete copies of the audited balance sheet and profit and loss account of each member of the Target Group as of December 31, 2013; and (ii) once available, following the date of this Agreement, will have delivered to FID or its counsel, true, correct and complete copies of the audited balance sheet and the profit and loss account of each member of the Target Group as of December 31, 2014 (all of the foregoing financial statements accounts of the each member of the Target Group and any notes thereto are hereinafter collectively referred to as the “Financial Statements”). The Financial Statements comply with the United Kingdom’s Companies Act 2006 and have been prepared on a proper and consistent basis in accordance with UK GAAP, and give a true and fair view of the assets, liabilities and state of affairs of the relevant member of the Target Group as at the date indicated therein and of the profits and losses of the relevant member of the Target Group for the period therein specified.

(b) All accounts, books, records and ledgers of each member of the Target Group have been, and are being, fully, properly and accurately maintained in accordance with UK GAAP in all material respects, to the extent applicable, and any other applicable legal and accounting requirements and reflect only actual transactions, and there are no material inaccuracies or discrepancies of any kind contained or reflected therein. The minute books of each member of the Target Group contain true, correct and complete records of all minutes for all meetings and other corporate actions of the members, board of directors (including committees thereof), members and managers of each member of the Target Group, as applicable, to the extent they are legally required to do so. The statutory registers of each member of the Target Group reflect all issuances, transfers, repurchases and cancelations of equity interests of each member of the Target Group, as applicable. True, correct and complete copies of the minute books and statutory registers of each member of the Target Group have been provided to FID or its counsel by the relevant member of the Target Group.

3.5 Absence of Certain Changes. Since December 31, 2014, (a) there has not been any event, circumstance, development, state of facts, occurrence, change or effect which has had a Target Group Material Adverse Effect, and no event, circumstance, development, state of facts, occurrence, change or effect has occurred to the Knowledge of the Seller which would reasonably be expected, individually or in the aggregate, to result in a Target Group Material Adverse Effect and (b) except as expressly contemplated by this Agreement, each member of the Target Group has conducted its businesses in the ordinary course of business and there has not occurred any action that, if taken after the date hereof without the consent of FID, would constitute a breach of any of the covenants set forth in Section 5.1.

(a) Section 3.6(a) of the Seller’s Disclosure Schedule sets forth a complete and accurate list of all material personal properties and assets (excluding, for the avoidance of doubt, Real Property) that are owned, leased or used by any member of the Target Group and which are necessary for the business carried on by such member of the Target Group (collectively, the “Material Assets”). For the avoidance of doubt, Material Assets shall not include any personal properties and assets of any third parties (including the Seller and its shareholders), save to the extent that such personal properties and/or assets are leased or used by any member of the Target Group. Each member of the Target Group has good and valid title, free and clear of all Liens (except Permitted Liens), to all of the Material Assets owned by it (except for assets sold or otherwise disposed of in the ordinary course of business not in violation of this Agreement since the date of the Financial Statements). All equipment and facilities included in the Projects are in adequate repair and operating condition subject to ordinary wear and tear and are suitable for the purposes for which they are employed and, to the Knowledge of the Seller, there was and is no material defect, hazard or dangerous safety condition existing with respect to any such equipment or facilities. The tangible and intangible personal property owned or leased by each member of the Target Group, together with all leased real property of each member of the Target Group, all owned, leased or licensed Intellectual Property of each member of the Target Group, and all other assets and rights (including rights under Contracts) of each member of the Target Group: (i) are sufficient for the operation of the business of each member of the Target Group as currently conducted; and (ii) will be so sufficient in respect of Projects not yet Commissioned, when such equipment and facilities as is set forth in Section 3.6(a) of the Seller’s Disclosure Schedule has been acquired, leased or licensed as set forth therein, by the Target Group, and the Seller is not aware of any reason why such equipment and facilities cannot be so acquired on reasonable and ordinary commercial terms.

(b) Each member of the Target Group owns or leases or has a contractual right to use, all material equipment and facilities necessary for the operation and maintenance of the Projects or, in respect of Projects not yet operational, has plans to acquire such equipment and facilities. There is no Casualty Defect (regardless of whether covered by insurance) in existence.

(c) Except as set forth in Section 3.6(c) of the Seller Disclosure Schedule, each Project has achieved Commercial Operation. Each Project is connected to, or has available to it upon commercially reasonable terms, all public and private utility systems whose service is necessary for the utilization of such Project for its intended purpose under the relevant Principal Project Documents, and such Project is receiving all utility services necessary for the full utilization of such Project for its intended purpose under the relevant Principal Project Documents.

(a) No member of the Target Group owns any real property or any interest in real property other than as set out in the Seller’s Disclosure Schedule.

(b) Annex B of this Agreement contains a true and complete list of all leases (including any variations thereto) of real property (collectively, the “Real Property Leases”) to which a member of the Target Group is a party (as lessee, sublessee, sublessor or lessor) as of the date hereof and sets forth the address and full conveyancing description (including landowner title number if any), leasehold title number, lease term dates and passing rent of such leased real property. Each Real Property Lease is valid and binding and has not been terminated or repudiated and each member of the Target Group that is a party to any such lease (or variation) and to the Knowledge of the Seller each of the other parties, were entitled and qualified to enter in to the same and each was validly executed by them. Except as disclosed in Section 3.7 of the Seller’s Disclosure Schedule, each Real Property Lease has been registered at the Land Registry or in the Land Register of Scotland (as appropriate) and no member of the Target Group has withdrawn any application for registration of any of the Real Property Leases at the Land Registry of England and Wales or in the Land Register of Scotland and no such applications have been rejected. True, correct and complete copies, including all amendments thereto, of such Real Property Leases have been delivered or made available to FID.

(i) None of such buildings, structures or appurtenances that are the subject of the Real Property Leases (or any equipment therein), nor the operation or maintenance thereof, nor the grant of the Real Property Leases violates to the Knowledge of the Seller any restrictive covenant, right or other burdens whether registered or otherwise or any provision of any Law, or encroaches on any property owned by others in any manner.

(ii) With respect to each Real Property Lease pursuant to which any member of the Target Group is a lessor or sublessor: all rents and additional rents due on each such Real Property Lease have been paid, and in each case, the lessee has been in peaceable possession since the commencement of the original term of such Real Property Lease and is not otherwise in material or substantial default thereunder which would give rise to a right to the landlord under the relevant Real Property Lease and no waiver, indulgence or postponement of the lessee’s or sublessee’s obligations thereunder has been granted by any member of the Target Group, and there exists no such material or substantial default or event, occurrence, condition or act in respect of or on the part of any member of the Target Group which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become such material or substantial default or event of default under any such Real Property Lease.

(iii) With respect to each Real Property Lease pursuant to which any member of the Target Group is a lessee or sublessee: (a) such member of the Target Group has a valid leasehold interest in all leased real property described in each Real Property Lease, free and clear of any and all Liens, except for Permitted Liens, (b) in each case, such member of the Target Group has been in peaceable, undisturbed and exclusive possession since the commencement of the original term of such Real Property Lease or if later the date on which it acquired the relevant Real Property Lease, (except to the extent that it may share the relevant site with a distribution network operator) and is not in material default thereunder and there exists no default or event, occurrence, condition or act in respect of or on the part of such member of the Target Group which, with the giving of notice, the lapse of time or the happening of any further event or condition, would become a material default or event of default under any such Real Property Lease, and (c) in each case, to the Knowledge of the Seller (based on the initial property searches commissioned by the Target Group at the time of acquisition of the relevant Real Property and without updating those property searches), such member of the Target Group has adequate rights of ingress and egress for operation of the business of such member of the Target Group in the ordinary course. To the Knowledge of the Seller, there are no restrictions, obligations, conditions, reservations, burdens, easements, overriding interests, servitudes, wayleaves or rights of way whether registered or not which are unduly onerous on or which would adversely affect the Projects or would prevent any member of the Target Group from constructing, installing, operating, maintaining and decommissioning any of the Projects. No condemnation proceeding is, to the Knowledge of the Seller, pending or threatened which would preclude or impair the use of any such property by any member of the Target Group for the purposes for which it is currently used. The real property described in the Real Property Leases is, to the Knowledge of the Seller, all the real property that is necessary for the construction, installation, operation, maintenance and decommissioning of the Projects.

(a) The Target Group has no Target-Owned Intellectual Property. Section 3.8(a) of the Seller’s Disclosure Schedule sets forth all Intellectual Property exclusively licensed to the Target Companies.

(b) The Target Group possesses documentation relevant to the Trade Secrets that are Target Intellectual Property, that is current, accurate and sufficient in detail and content to identify and explain it and allow its full and proper use without reliance on the special knowledge or memory of others.

(c) Except as set forth in Section 3.8(c) of the Seller’s Disclosure Schedule: (i) the Intellectual Property identified in Section 3.8(a) of the Seller’s Disclosure Schedule constitutes all of the Intellectual Property that is necessary for the conduct of the business of the Target Group as currently conducted (excluding any licences for generally-commercially available, off-the-shelf Software); and (ii) to the Knowledge of the Seller, neither the use of the Target Intellectual Property as currently used by the members of the Target Group in the conduct of their businesses, nor the conduct of the Target Group’s businesses as presently conducted, infringes, misappropriates or violates the Intellectual Property rights of any Person, and no member of the Target Group has received any written charge, complaint, claim, demand or notice in the past thirty-six (36) months alleging any of the same.

(d) Each member of the Target Group uses commercially reasonable measures to protect their Trade Secrets. No such Trade Secrets have been disclosed or permitted to be disclosed to any Person (except in the ordinary and normal course of business and under a written obligation of confidence or except where, in the exercise of its reasonable business judgment, such member of the Target Group decided to no longer keep such Trade Secret confidential), and all such Trade Secrets held outside the Target Group are subject to contractual confidentiality obligations to which at least one member of the Target Group is party and able to enforce.

(a) Each member of the Target Group: (i) has obtained, all clearances, consents, certificates, authorizations, licenses, permits, permissions, approvals, waivers, variances, filings, accreditations, exemptions and registrations required under applicable Laws by any Governmental Body to permit the conduct of its business as currently conducted (each, a “Target Permit”), (ii) is in material compliance with such Target Permits, and (iii) all Target Permits which are material to the conduct of each member of the Target Group’s business as currently conducted are identified in Annex B to this Agreement and are valid, have been lawfully implemented and are in full force and effect. Such Annex provides details of any conditions under any such material Target Permit that have been signed off and contains a list of any such conditions that have not been signed off. Except as disclosed in Section 3.9(a) of the Seller’s Disclosure Schedule, no applications for consents, authorizations, licenses, permits, permissions or approvals in respect of any Project have been submitted which await determination and there are no decisions or deemed refusals which are or could be subject to appeal. No Governmental Body has provided any written or, to Knowledge of the Seller, oral notice that it intends to limit, suspend, revoke, withdraw, cancel or modify any such material Target Permits. No claim, action or proceeding (including without prejudice to the generality, any judicial or statutory review) has been asserted or, to the Knowledge of the Seller, threatened in respect of the Target Permits and to the Knowledge of the Seller there are no facts, matters or circumstances which could give rise to such proceedings. The Target Companies and the Target Subsidiaries have complied in all material respects with all of the applicable requirements of any applicable Governmental Body and with applicable Laws, without prejudice to the generality, including making all required filings, declarations, listings, registrations, notifications, certifications, reports or submissions, including adverse event reports and that to the Knowledge of the Seller, there have been no breaches of applicable Laws affecting any Project, the Target Companies, the Target Subsidiaries or the Target Permits. All such filings, declarations, listings, registrations, notifications, certifications, reports or submissions were in compliance with applicable Laws when filed, and no deficiencies have been asserted by any applicable Governmental Body with respect to any Target Permits or filings, declarations, listing, registrations, notifications, certifications, reports, submissions, or other matters and, to the Knowledge of the Seller, there are no facts that would reasonably give rise to an assertion of such a deficiency.

(b) Other than as set forth in Section 3.9(a) of the Disclosure Schedule, there are no Planning Agreements binding on the real property used by the Target Group that affect any member of the Target Group’s use of such real property and there are no contractual agreements (written or otherwise) or arrangements relating to community benefit binding on the real property, the Target Companies or the Target Subsidiaries and no such agreements, obligations or contributions are in contemplation.

(c) To the Knowledge of the Seller, there is no planning, development or road proposal which might materially affect the implementation of the Target Permits, nor the operation of any development permitted by the Target Permits, nor the construction, installation, operation, maintenance and decommissioning of any Project.

(d) To the Knowledge of the Seller, other than under the Target Permits, no claim or liability (contingent or otherwise) under applicable Laws in respect of the real property used by the Target Group or the Target Permits is outstanding that affects any member of the Target Group, nor is the real property or any development permitted by the Target Permits the subject of a notice to treat or a notice of entry or vesting declaration and no notice, order, resolution or proposal has been published for the compulsory acquisition of the real property or the Real Property Leases (whether in whole or part) or any interest in the real property and to the Knowledge of the Seller, no circumstances exist which would be reasonably likely to lead to any such notice, order, resolution or proposal.

(e) No Target Company nor any Target Subsidiary has (i) made an untrue statement of a material fact or fraudulent statement to any Governmental Body or (ii) failed to disclose a material fact required to be disclosed to any Governmental Body.

(f) The Target Companies and the Target Subsidiaries have at all times complied in all material respects with all applicable Laws relating to rights of publicity, privacy, data protection, and the collection, use, storage and disposal of personal information collected, used, or held for use by a Target Company or a Target Subsidiary in the conduct of their businesses, including any registration requirements. No claim, action or proceeding has been asserted or, to the Knowledge of the Seller, threatened alleging a violation of any Person’s rights of publicity or privacy or personal information or data rights and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any Laws or rule, policy, or procedure related to rights of publicity, privacy, data protection, information security, or the collection, use, storage or disposal of personal information collected, used, or held for use by a Target Company or a Target Subsidiary in the conduct of their businesses. The Target Companies and the Target Subsidiaries take appropriate technical and employee training measures to ensure that such information is reasonably protected against unauthorized access, use, modification, or other misuse.

(a) Section 3.10(a) of the Seller’s Disclosure Schedule lists all of the Material Contracts in effect as of the date of this Agreement (provided that and for the avoidance of doubt the Seller shall not be required to disclose the Principal Project Documents). The Seller has delivered to FID or their counsel a correct and complete copy of each such Material Contract, each as amended or modified, including any written or material waivers currently in effect with respect thereto.

(b) With respect to each Material Contract: (i) such Material Contract is valid, enforceable and in full force and effect and represents a legally valid and binding obligation of the relevant member of the Target Group, and is, to the Knowledge of the Seller, with respect to each party thereto other than such member of the Target Group, binding and enforceable against such party in accordance with its terms, in each case subject to (A) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (B) rules of law governing specific performance, injunctive relief and other equitable remedies; and (ii) no member of the Target Group is in material breach or default of such Material Contract, and no circumstances exist that would provide any other party a right to terminate for material breach or default of such Material Contract, and to the Knowledge of the Seller no other party to such Material Contract is in, or has threatened, material breach or default or a right of termination thereof. To the Knowledge of the Seller, all covenants to be performed by any other party to any Material Contract have been performed in all material respects. No Target Company has received written notice of cancelation or termination (or indicating an intention to cancel or terminate) or, to the Knowledge of the Seller, oral notice of, cancelation or termination of (or indicating an intention to cancel or terminate), during the three (3) years prior to the date hereof, a Material Contract.

(c) In the last ten (10) years, no member of the Target Group or any of their respective directors, officers, or employees, or to the Knowledge of the Seller, consultants or agents, is or has been under: (A) any administrative, civil or criminal investigation or indictment by any Governmental Body, or (B) any audit by any Governmental Body.

(d) No member of the Target Group: (i) owes any indemnity payment to any counterparty to any Principal Project Document, or (ii) has any knowledge of any event, act, circumstance or condition which constitutes, or, with the passage of time could reasonably be expected to constitute, an event of force majeure under any Principal Project Document. The consummation of the transactions contemplated by this Agreement would not give any party to any Principal Project Document the right to terminate or alter the terms of such contract or a right to claim damages thereunder. Each member of the Target Group is a party to all contracts that are necessary for the ownership, installation, financing and operation of the applicable Projects which it owns.

(e) Copies of the Principal Project Documents are in the possession of the Seller and will be delivered to FID at Closing:

(i) the Seller has not been notified of and, to the Knowledge of the Seller, there is no Action in relation to any Principal Project Document;

(ii) to the Knowledge of the Seller no Action is threatened or pending in relation to any Principal Project Document; and

(iii) to the Knowledge of the Seller, no circumstances, facts or matters exist which could result in any of the foregoing.

3.11 Liabilities. Except for: (a) Liabilities set forth on and fully reserved against in the Financial Statements and/or that will be shown on the Closing Financial Certificate and/or Post-Closing Adjustment Notice, (b) Liabilities that are immaterial and have been incurred in the ordinary course of business since the date of the Financial Statements, (c) Liabilities incurred by any member of the Target Group pursuant to or in connection with the execution and delivery of this Agreement that if not paid by such member of the Target Group prior to the Closing shall be deemed Unpaid Target Company Expenses, and (d) Liabilities that are set forth in the express terms of the Material Contracts and Target Permits (other than as a result of any breach or nonperformance thereof), no member of the Target Group has any Liabilities that would be required to be accrued or disclosed on a balance sheet or financial statements for any member of the Target Group prepared in accordance with UK GAAP. No member of the Target Group has, nor has ever had, any assets or any Liabilities which do not arise from or otherwise relate to the ownership or operation of the Projects.

3.12 Compliance with Laws. Each member of the Target Group is in material compliance with all applicable Laws, including those relating to employment, and no member of the Target Group has received any warning letters, notices of adverse findings, or similar documents that assert a lack of substantial compliance with any applicable Laws, except for warning letters, notices of adverse findings, or similar documents that are immaterial, that have been cured prior to the date hereof or that are no longer being asserted.

3.13 Feed-In Tariff. Except as shown in Section 3.10(a) of the Seller’s Disclosure Schedule, each member of the Target Group has obtained and maintains in force (and has committed no act or omission which has, would, or would be likely to render invalid or susceptible to revocation) a valid certificate and/or accreditation, relating to each Project that has been Commissioned which it owns: (a) confirming its status as a “renewable source of electricity” as defined in the United Kingdom’s Regulation 47 of the Climate Change Levy (General) Regulations 2001 (as amended); (b) confirming its accreditation with OFGEM as being capable of receiving levy exemption certificates in relation to exemption from the climate change levy introduced pursuant to the United Kingdom’s Finance Act 2000 and associated legislation (as amended); and (c) confirming its accreditation as a generating station capable of generating electricity from renewable resources as set out in the United Kingdom’s Electricity (Guarantees of Origin of Electricity Produced from Renewable Energy Sources) Regulations 2003. Each Project is an “Eligible Installation” on a “Site”, as such terms are defined under The Feed-In Tariff Order 2012 and Schedule A to Standard Condition 33 of the UK Electricity Supply Licence.

(a) Except as shown in Section 3.14(a) of the Seller’s Disclosure Schedule, all necessary grid connections to the National Electricity Transmission System (as defined in the Grid Code) in respect of the Projects are currently in place and there are no material issues outstanding in respect thereto.

(b) No member of the Target Group and no Project is in contravention of the Grid Code.

3.15 Certain Business Practices. No member of the Target Group, none of their respective officers, directors, employees and, to the Knowledge of the Seller, their respective agents, each other Person authorized to act on behalf of such member of the Target Group, and each other Person for whom any member of the Target Group may be liable for, in each case, acting on behalf of such member of the Target Group, seeking to further the business interests of such member of the Target Group, (a) has used or is using any funds for any unlawful contributions, unlawful gifts, unlawful entertainment or other unlawful expenses; (b) has made any direct or indirect unlawful payments to any foreign or domestic Government Official or health care professional; (c) has violated or is violating any Anti-Corruption Laws; (d) has established or maintained, or is maintaining, any unlawful or unrecorded fund of monies or other properties; (e) has made, or is not making, any false, materially misleading, or fictitious entries on its accounting books and records; (f) has made or received, or is making or receiving, any bribe, rebate, payoff, influence payment, kickback or other unlawful payment of any nature, or paid or paying any fee, commission or other payment that has not been properly recorded on the applicable member of the Target Group’s accounting books and records as required by the Anti-Corruption Laws; or (g) has otherwise given or received anything of value to or from any Person for the purpose of obtaining or retaining business or to secure an improper advantage. Each member of the Target Group has adopted and implemented an internal policy to ensure its compliance with applicable Anti-Corruption Laws.

3.16 Related Party Transactions. Save as identified in Section 3.10(a) of the Seller’s Disclosure Schedule, (i) there are no material obligations of the Seller or any member of the Target Group to officers, directors, equityholders or employees of any member of the Target Group other than: (a) for payment of salaries and bonuses for services rendered, and (b) reimbursement of customary and reasonable expenses incurred on behalf of such member of the Target Group save as identified in Section 3.10(a) of the Seller’s Disclosure Schedule, (ii) the Seller is not directly interested in any Material Contract, and (iii) neither the Seller nor any of its respective Affiliates (other than the members of the Target Group) owns, leases or subleases any real property, personal property or fixtures or any other assets used by or in connection with the ownership or operation of any of the Projects.

(a) Each member of the Target Group has duly and timely filed all Tax Returns that it was were required to file under applicable Laws and regulations. All such Tax Returns are correct and complete in all material respects and were prepared in material compliance with all applicable Laws and regulations, except that such returns may understate the reliefs to which the relevant member of the Target Group is entitled. All Taxes that have become due and owing by each member of the Target Group (whether or not shown on any Tax Return) have been paid, except for Taxes accrued or specifically reserved in the Closing Financial Statement. No member of the Target Group is currently the beneficiary of any extension of time within which to file any Tax Return. There are no Liens for Taxes (other than Permitted Liens) upon any of the assets of, or interests in, any member of the Target Group.

or adjustment has been asserted, proposed or threatened with respect to any Tax Return of or with respect to any member of the Target Group. No inquiry or claim has ever been made by an authority in a jurisdiction where any member of the Target Group does not file Tax Returns that such member of the Target Group is or may be subject to Tax in that jurisdiction.

(c) No member of the Target Group is a party to any agreement with any Affiliate or third party relating to allocating or sharing the payment of, or liability for, Taxes.

(d) Each member of the Target Group has withheld and paid all Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, equityholder, or other third party.

(i) no member of the Target Group has been involved in any transaction that has given, may give or would, but for the availability of any Relief, give rise to any Tax other than in respect of actual income earned by it in the course of its trade;

(ii) no member of the Target Group has declared, made or paid any distribution within the meaning of any legislation in any relevant jurisdiction;

(iv) no disposal has taken place or other event occurred which will or may have the effect that that a chargeable gain could or would accrue to any member of the Target Group.

(f) All Reliefs that are shown as assets in the Closing Financial Certificate of the Target Group or that have been taken into account in computing and so reducing or eliminating any provision of deferred Tax which appears, or would otherwise have appeared in the Financial Statement have been properly calculated and used and there are no circumstances existing that may lead to such Relief being lost, denied or required to be set off against income, profits or gains earned, accrued or received on or before the Closing by any member of the Target Group.

(g) Each member of the Target Group has complied in all material respects with all of its duties under all legislation relating to Tax except that the returns filed by it may understate the reliefs to which member of the Target Group is entitled and has kept all records, made all returns and supplied all information and given all notices and made all disclosures to any Tax authority as reasonably requested or required by law within any requisite period. The records, invoices and other information relating to Tax kept by each member of the Target Group form part of accounting arrangements that enable the Tax Liabilities of each member of the Target Group to be calculated accurately in all material respects. All such returns and information and notices and any statements or disclosures made to any Tax authority were and remain correct and accurate in all material respects except as stated above.

(h) Each member of the Target Group has duly submitted all claims, disclaimers, elections, surrenders and applications, which have been assumed to have been made for the purposes of the Financial Statements and the Closing Financial Certificate (and which should have been filed prior to the date of this Agreement or of Closing as applicable), and details of any such, disclaimers, elections, surrenders and applications are set forth in Section 3.17(h) of the Seller’s Disclosure Schedule.

(i) All documents in the enforcement of which any member of the Target Group is or may be interested have been duly stamped and all such duty and any interest and penalties have been duly paid to the extent that stamp duty was applicable. All transfer Taxes that any such documents may have been subject to have been paid. All reliefs from stamp duty, transfer Tax or similar duty or tax where available have been claimed, and there are no circumstances (including the Closing) under which any such relief could be withdrawn.

(j) No member of the Target Group is a party to any share option scheme or any other employee profit participation arrangement. No employment related income Taxes or social security or national insurance contributions will arise as a result of the sale of any Shares or repayment of any indebtedness at the Closing.

(k) Each member of the Target Group is and has at all times been resident for Tax purposes in the jurisdiction in which it was incorporated and is not and has not at any time been treated as resident in any other jurisdiction for any Tax purpose (including any double taxation arrangement). No member of the Target Group is or has ever been subject to Tax in any jurisdiction other than its place of incorporation by virtue of having a permanent establishment or other place of business in that jurisdiction. No member of the Target Group constitutes a permanent establishment of any other person, business or enterprise for any Tax purpose.

(l) All transactions entered into by each member of the Target Group have been entered into on arm’s length terms and no notice or enquiry by any Tax authority has been made in connection with any such transaction. Each member of the Target Group has complied with all applicable Laws, rules and regulations relating to transfer pricing.

(m) No member of the Target Group is or will be liable to pay, or make reimbursement or indemnity in respect of, any Tax (or any amount corresponding to Tax) in consequence of the failure by any other person to discharge that Tax or amount within any specified period or otherwise, nor is it liable for any Tax as the agent of any other person or business.

(n) No member of the Target Group has entered into any indemnity, election, guarantee or covenant under which it has agreed or can be procured to meet or pay a sum equivalent to or by reference to another person’s liability to Tax.

(o) No member of the Target Group has entered into or been a party to any scheme or arrangement which has no business purpose or of which the main purpose, or one of the main purposes, was the avoidance of or the reduction in or the deferral of a liability for Tax.

Group is liable. Each member of the Target Group has made, given, obtained and kept complete, correct and up-to-date returns, records, invoices and other documents appropriate or required by Laws for those purposes. The registration is not subject to conditions imposed by or agreed with the relevant Tax authority.

(q) The Financial Statements fully accrue all Liabilities for Taxes with respect to all periods through the dates thereof in accordance with UK GAAP. No Taxes have been or will be incurred by any member of the Target Group for the period from the date of the Financial Statements through the Closing Date other than in the ordinary course of business.

(r) No member of the Target Group is, nor has ever been, a close investment holding company as defined in section 34 of Corporation Tax Act 2010 (“CTA 2010”). No distribution within section 1064 of CTA 2010 has been made by any member of the Target Group during the last six years ending on the Closing Date. Any loans or advances made, or agreed to be made, by any member of the Target Group within sections 455, 459 and 460 of CTA 2010 have been disclosed in the Seller’s Disclosure Schedule. No member of the Target Group has released or written off, or agreed to release or write off, the whole or any part of any such loans or advances.

(s) The Seller has delivered to FID (i) complete and accurate copies of all Tax Returns for 2011 through 2013, and (ii) complete and accurate copies of the Target Companies’ 2012 and 2013 income Tax provision calculation and supporting workpapers prepared in accordance with UK GAAP (in each case only insofar as the relevant member of the Target Group was then in existence, and (iii) complete and accurate copies of all audit or examination reports and statements of deficiencies assessed against or agreed to by the Target Companies since 2011.

(t) No member of the Target Group has waived any statute of limitations in respect of any Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.

(u) No member of the Target Group is a party to any joint venture, partnership, limited liability company or other similar arrangement or contract that could be treated as a partnership for United States federal income Tax purposes.

(v) No member of the Target Group has ever made an affirmative election to be treated as a corporation, partnership or disregarded entity for United States Tax purposes.

(a) No member of the Target Group has, or during the past six (6) years had, any employees. No member of the Target Group is (nor has any ever been or had any obligation to be) a party to any agreement or arrangement, custom or practice for the payment of, or contribution towards, the provision of any pensions, lump sums or similar benefits on retirement, death, termination of employment (whether voluntary or not), sickness or disablement for the benefit of any employee or the dependents of any such person (whether legally enforceable or not, actual or contingent) nor has any proposal to establish any such agreement or arrangement been announced or communicated to any person.

(b) Except as set forth on Section 3.18(b) of the Seller’s Disclosure Schedule, neither the execution and delivery of this Agreement nor the transactions contemplated herein (either alone or in combination with any other event) will result in any payment becoming due from any member of the Target Group to any employee, former employee, officer or director of any member of the Target Group.

(c) Each member of the Target Group’s relationships with all individuals who act as consultants can be terminated at any time for any reason upon no more than thirty (30) days’ written notice without amounts being owed to such individuals, other than with respect to compensation or payments accrued before the notice of termination. All individuals who perform services for any member of the Target Group who have been classified as other than employees have been properly classified.

(a) (i) No member of the Target Group is required to have any Environmental Permits;

(b) Each member of the Target Group is and has been in compliance in all material respects with, and has no Liability under, any and all applicable or required Environmental Laws;

(c) There are no past, pending, or threatened Environmental Claims against any member of the Target Group, and no member of the Target Group is aware of any facts or circumstances which could reasonably be expected to form the basis for any Environmental Claim against any member of the Target Group;

(d) No Releases of Hazardous Substances have occurred and no Person has been exposed to any Hazardous Materials at, from, in, to, on, or under any Site and no Hazardous Substances are present in, on, about or migrating to or from any Site that could give rise to an Environmental Claim against any member of the Target Group;

(e) No member of the Target Group, predecessor company of any member of the Target Group, or any entity previously owned by any member of the Target Group, has transported or arranged for the treatment, storage, handling, disposal, or transportation of any Hazardous Substance to any off-Site location which has or could result in an Environmental Claim against any member of the Target Group;

(f) There are no (i) polychlorinated biphenyl containing equipment, (ii) underground storage tanks, or (iii) asbestos containing material at the Real Property;

(g) There are no Phase I or Phase II environmental assessments, environmental investigations, studies, audits, tests, reviews or other analyses conducted by, on behalf of, or which are in the possession of any member of the Target Group (or any advisors or representatives thereof) with respect to any Real Property which have not been delivered to FID prior to execution of this Agreement;

(h) No member of the Target Group has entered into or is subject to, any judgment, decree, order or other similar requirement of or agreement with any Governmental Body under any Environmental Laws;

(i) No member of the Target Group has, either expressly or by operation of law, assumed responsibility for or agreed to indemnify or hold harmless any Person for any liability or obligation, arising under or relating to Environmental Laws, including but not limited to, any obligation for investigation, corrective or remedial action; and

(j) No member of the Target Group has failed to perform or suffered any act which could give rise to, or has otherwise incurred, liability to any Person (governmental or not) under any Environmental Law.

3.20 Insurance. Each member of the Target Group has the insurance policies and fidelity bonds of the types and in the amounts set forth in Section 3.20 of the Seller’s Disclosure Schedule] (collectively, “Insurance Policies”). There is no claim (or to the Knowledge of the Seller, occurrence that would reasonably be expected to give rise to a claim) pending or incurred but not yet reported under any of the Insurance Policies as to which coverage has been or is reasonably expected to be questioned, denied or disputed by the underwriters of such Insurance Policies. The Seller has provided to FID or their counsel true, correct and complete copies of all Insurance Policies, together with all endorsements, schedules and amendments related thereto. All Insurance Policies are in full force and effect, the policy periods have not yet ended and all premiums due and payable thereon have been paid in full on a timely basis, and each member of the Target Group is in compliance in all material respects with the terms and conditions of such Insurance Policies. To the Knowledge of the Seller, there is not any threatened cancellation, avoidance, rescission, revocation, non-renewal, termination or material premium increase with respect to any Insurance Policy. Neither the execution of this Agreement nor the consummation of the Acquisition or the other transactions contemplated hereby will result in the termination of any Insurance Policy. The Insurance Policies are, in the reasonable opinion of the Seller, sufficient for compliance with all Laws and Contracts to which each member of the Target Group, or their respective assets, are subject.

3.21 Litigation. There is no claim, hearing, enforcement, audit, investigation, agency proceeding, charge, lawsuit, action (including arbitration or mediation) or other legal proceeding (“Action”) pending (or, to the Knowledge of the Seller, threatened) against any member of the Target Group. There is no Action against another Person brought by any member of the Target Group currently pending. No member of the Target Group is a party or subject (as a specifically identified Person against which any of the following were issued) to the provisions of any order, writ, injunction, judgment or decree of any Governmental Body and none of the foregoing is outstanding against any member of the Target Group.

FID, constitutes the valid and binding obligations of the Seller, enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by: (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights generally, and (b) the availability of injunctive relief and other equitable remedies.

3.24 Non-Contravention; Consents. The execution and delivery of this Agreement by the Seller and the consummation by the Seller of the transactions contemplated by this Agreement will not cause a: (i) violation of any of the provisions of the Charter Documents of any member of the Target Group; (ii) violation by the Seller or any member of the Target Group of any Law applicable to the Seller or any member of the Target Group; (iii) Lien to be imposed on any assets of the Seller or any member of the Target Group; or (iv) violation of, or result in the loss of any benefit under or constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancelation under, or accelerate the performance required under any Material Contract or Target Permit binding upon the Seller or any member of the Target Group . Except as set forth on Section 3.24 of the Seller’s Disclosure Schedule, neither the Seller nor any member of the Target Group is required to obtain any Consent from any Governmental Body or party to a Material Contract at any time prior to the Closing in connection with the execution and delivery of this Agreement or the consummation by the Seller of the Acquisition.

3.26 Bank Accounts. Section 3.26 of the Seller’s Disclosure Schedule sets forth a complete list of: (a) the name of each financial institution in which each Target Company maintains accounts or safe deposit boxes; (b) the names in which such accounts or boxes are held; (c) the type of account and account number; and (d) the name of each person authorized to draw thereon or have access thereto. Section 3.26 of the Seller’s Disclosure Schedule sets forth the name of each person, corporation, firm or other entity holding a general or special power of attorney from each Target Company and a description of the terms of such power of attorney.

3.27 Pensions. Each Target Company is not (nor has it ever been or had any obligation to be) a party to any agreement or arrangement, custom or practice for, or under any obligation relating to, the payment of, or contribution towards, the provision of any pensions, lump sums or similar benefits on retirement, death, termination or employment (whether voluntary or not), sickness or disablement for the benefit of any employee or the dependents of any such Person (whether legally enforceable or not, actual or contingent) nor has any proposal to establish any such agreement or arrangement been announced or communicated to any Person.

3.28 Solvency. Immediately prior to giving effect to the transactions contemplated by this Agreement, each member of the Target Group is able to pay its debts as they become due and shall own or have the right to acquire property having a fair saleable value greater than the amounts required to pay its debts (including a reasonable estimate of the amount of all contingent liabilities). No transfer of property is being made and no obligation is being incurred in connection with the transactions contemplated by this Agreement with the intent to hinder, delay or defraud either present or future creditors of the Target Group.

FID warrants to the Seller, as of the date of this Agreement and as of the Closing, as follows:

(a) FID is a private limited company duly incorporated, validly existing and in good standing under the Laws of England.

(b) As at the date of this Agreement, FID does not have any Subsidiaries. FID shall have Subsidiaries from the Closing.

4.2 Authority; Binding Nature of Agreement. FID has the requisite power, authority and legal capacity to enter into and perform its obligations under this Agreement and to consummate the Acquisition and the other transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Acquisition have been duly authorized by all necessary corporate action on the part of FID. This Agreement has been duly executed and delivered by FID and, assuming due authorization, execution and delivery by the Seller, constitutes the valid and binding obligations of FID, enforceable against FID in accordance with its terms, except as such enforceability may be limited by: (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights generally, and (b) the availability of injunctive relief and other equitable remedies.

4.3 Non-Contravention; Consents. The execution and delivery of this Agreement by FID and the consummation by FID of the transactions contemplated by this Agreement will not: (a) cause a violation of any of the provisions of the certificate of incorporation or bylaws of FID, (b) cause a violation by FID of any Law applicable to FID, or (c) cause a violation of, result in the loss of any benefit under or constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under any material Contract binding upon FID, except, in the case of clauses (b) and (c), for any such violations or occurrences, if any, that would not reasonably be expected to have a material adverse effect on the ability of FID or to consummate the Acquisition or other transactions contemplated hereby (each such material adverse effect, a “FID Material Adverse Effect”). Except as may be required by the HSR Act or any applicable Other Antitrust Laws or governmental regulation and any Consent that would not reasonably be expected to have a FID Material Adverse Effect, FID is not required to obtain any Consent from any Governmental Body or any party to a material contract that is binding on FID at any time prior to the Closing in connection with the execution and delivery of this Agreement or the consummation of the Acquisition.

4.4 Litigation. As of the date of this Agreement, there is no Action pending before any court of competent jurisdiction or other Governmental Body (or, to the Knowledge of FID, threatened) against FID challenging the Acquisition.

5.1 Conduct of the Business of the Target Companies. During the Pre-Closing Period (except with FID’s prior written consent, not to be unreasonably withheld or delayed), the Seller shall cause each member of the Target Group to (1) use reasonable endeavours to carry on and operate its business in the ordinary course (including authorizing and carrying out development activities consistent with past practice and using commercially reasonable efforts to keep available the services of each member of the Target Group’s current officers and key service providers; provided, however, in no event shall any Target Company put in place any new employee retention agreements) and (2) use best efforts to comply in all material respects with (A) applicable Laws, (B) the requirements of all Material Contracts and (C) the Target Permits and the Seller shall, use reasonable endeavours to, procure that neither any member of the Target Group nor the Seller is (or would be at Closing) in breach of Section 3. Without limiting the generality of the foregoing, except as set forth in Section 5.1 of the Seller’s Disclosure Schedule or to the extent expressly required pursuant to Sections 1, 2, 5 or 6 of this Agreement, the Seller shall cause the each member of the Target Group not to (without the prior written consent of FID, not to be unreasonably withheld or delayed):

(b) (i) split, combine, reclassify, redenominate or otherwise change any of its equity or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for Shares or any other equity interest in any Target Company, (ii) declare, set aside or pay any non-cash dividend or make any other non-cash distribution on or in respect of its Shares, or (iii) purchase, redeem or otherwise acquire any Shares, or any rights, warrants or options to acquire any Shares;

(c) issue, grant or deliver any Shares or any other equity interest in any Target Company, any shares or other equity interests, as applicable, of any Target Subsidiary or any other securities convertible into, or subscriptions, rights, warrants or options to acquire, or other agreements or commitments of any character obligating it to issue any such Shares or any other equity interest in any Target Company, shares or other equity interests, as applicable, of such Target Subsidiary or any other securities;

(d) incur, or modify in any material respect the terms of, any Debt other than in the ordinary course of business of the Target Group;

(e) mortgage, pledge or otherwise encumber any assets or sell, transfer, assign, license or otherwise dispose of any material assets, save as required under any Financing Agreements or under any lien that may apply to any asset in favour of any person doing any repairs to that asset;

prior to the date hereof, would constitute a Material Contract or (ii) waive any material right of any Target Company under, or abandon, cease to prosecute or fail to maintain, sell or otherwise dispose of or license or assign any Target Permit or Target Intellectual Property;

(g) make any loans, advances or capital contributions to, or investments in, any other Person, except to another member of the Target Group;

(h) make or authorize any capital expenditures, capital additions or capital improvements in excess of £25,000 individually or £50,000 in the aggregate, save as set forth in Section 3.6 of the Seller’s Disclosure Schedule;

(i) (i) merge or consolidate with any Person or adopt a plan of complete or partial liquidation (or resolutions providing for or authorizing such liquidation), dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; or (ii) form any Subsidiary, acquire any Person or acquire (including by merger, consolidation, acquisition of shares, stock or assets or otherwise), directly or indirectly, any securities, properties, interests or businesses;

(j) acquire directly or indirectly, any assets other than the acquisition of assets in the ordinary course of business with a purchase price that does not exceed £50,000 in the aggregate, save as set forth in Section 3.6 of the Seller’s Disclosure Schedule;

(k) fail (i) to use reasonable endeavours to keep in full force and effect all Insurance Policies, other than such policies that expire by their terms (in which event each Target Company shall, and shall cause each relevant Target Subsidiary to, use reasonable endeavours so that such policies and coverage will be renewed or replaced) and (ii) to cause each member of the Target Group to ensure that it maintains (including, if required, by renewing the Insurance Policies) substantially the same insurance coverage types and amounts and substantially the same insurance policy premiums as the Insurance Policies up until Closing (it being acknowledged that some of the Insurance Policies will expire on Closing (as described in Section 3.20 of the Seller’s Disclosure Schedule) and that the Seller has no obligations to procure any extension of any Insurance Policies beyond Closing);

(l) pay or discharge any claims, Liens or Liabilities which are not reserved for or reflected on the balance sheets included in the Financial Statements or incurred in the ordinary course of business and consistent with past practice since December 31, 2013 (other than transaction costs incurred by any member of the Target Group in connection with the transactions contemplated by the Agreement) in excess of £50,000 in the aggregate except as set out in Section 3.6 of the Seller’s Disclosure Schedule;

(m) (i) grant or pay any severance or termination pay or benefits to any director, officer or employee of any member of the Target Group; (ii) establish, adopt, enter into, amend or terminate any plan, agreement, program, policy, trust, fund or other arrangement that would be a breach of Section 3.18 if it were in existence as of the date of this Agreement; (iii) increase the compensation or fringe benefits of any current or former employee, director or officer of any member of the Target Group; or (iv) grant or pay any bonus, profit sharing, pension, retirement or insurance payment, distribution or arrangement to or with any director,

officer or employee of any member of the Target Group, except, in each case, as required to comply with applicable Law or the terms of any agreement in existence as of the date of this Agreement set forth on Section 5.1(I) of the Seller’s Disclosure Schedule;

(n) make any change in any method of accounting or accounting practice, except that each member of the Target Group shall be permitted to make changes reasonably determined by any Target Company in good faith to be required to comply with applicable Law;

(o) waive, release, assign, compromise, commence, settle or agree to settle any pending Action (including any such Action relating to this Agreement or the transactions contemplated hereby) other than waivers, releases, compromises or settlements in the ordinary course of business that involve only the payment of monetary damages not in excess of £10,000 in the aggregate, in any case without the imposition of equitable relief on, or the admission of wrongdoing by, any Target Company;

(p) (i) hire any person for employment with any member of the Target Group or (ii) remove any officer of any member of the Target Group except as contemplated by this Agreement;

(q) except as required by applicable Law, make or change any accounting method or election in respect of Taxes, settle any claim or assessment in respect of Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes;

(r) write off as uncollectible any notes or accounts receivable, except write-offs in the ordinary course of business consistent with past practice charged to applicable reserves; or

(s) agree or commit to take any of the actions described in clauses “(a)” through “(r)” of this Section 5.1.

(a) During the period ending on 31 July 2015, the Seller shall not, and shall cause each member of the Target Group not to, authorize, instruct or permit their respective officers, directors or employees or instruct any investment banker, attorney or other advisor or representative retained by it to (i) solicit, initiate, facilitate or encourage any inquiries, proposals or offers with respect to, or the submission of, any Takeover Proposal by any Person (other than FID or its Affiliates or representatives) or any inquiry, proposal or offer that is reasonably likely to lead to a Takeover Proposal, (ii) engage, continue or participate in any discussions or negotiations regarding, or furnish or cause to be furnished to any Person any non-public information with respect to, or take any other action intended or reasonably expected to facilitate the making of any inquiry or proposal to any member of the Target Group that constitutes, or may reasonably be expected to lead to, any Takeover Proposal by any Person (other than FID or its Affiliates or their respective representatives) other than to state that they are not permitted to have discussions and to refer to this Agreement, or (iii) resolve to propose or agree to do any of the foregoing. It is understood that any violation of the restrictions set forth in the preceding sentence by any officer, director or employee of any

member of the Target Group or any investment banker, attorney or other advisor or representative of any member of the Target Group, acting on behalf of, and with the specific authorization of, such member of the Target Group, shall be deemed to be a breach of this Section 5.2(a) by the Seller.

(b) The Seller promptly (and in all events within one (1) Business Day) shall advise FID orally and in writing of the receipt of any Takeover Proposal, inquiry or indication of interest that could lead to a Takeover Proposal, or request for nonpublic information and the material terms and conditions of any such Takeover Proposal, inquiry or request, and the identity of the Person making any such Takeover Proposal, inquiry or request (including an accurate and complete copy thereof). The Seller will promptly keep FID informed in all material respects of the status and details (including amendments or proposed amendments) of any such Takeover Proposal. The Seller agrees not to, without the prior written consent of FID, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which the Seller is a party.

6.1 Release. For and in consideration of the amounts payable to the Seller under this Agreement and subject to such payment including the payment of the Target Company Retired Indebtedness that is owed to the Seller, effective as of the Closing Date, the Seller hereby releases, acquits and forever discharges each Target Company, FID, LEC, and each of their present and former officers, directors and employees and each of their respective heirs, executors, administrators, successors and assigns, of and from any and all manner of action or actions, cause or causes of action, demands, rights, Damages, Liabilities, debts, dues, sums of money, accounts, reckonings, costs, expenses, responsibilities, covenants, contracts, controversies, agreements and claims whatsoever, whether known or unknown, of every name and nature, both in law and in equity, which the Seller ever had, now has, or which it may have or shall have against any Target Company, FID, their respective Subsidiaries or any other Person referred to above arising out of any matters, causes, acts, conduct, claims, circumstances or events occurring or failing to occur or conditions existing at or prior to the Closing (“Seller Claims”); provided, however, that notwithstanding the foregoing or anything else contained herein to the contrary, the Seller is not releasing, acquitting or discharging any Seller Claims or rights or remedies to which the Seller is entitled under this Agreement or any other agreements entered into in connection with this Agreement.

connection with the filings required under this Section 6.2 shall be borne by FID. The Seller and FID each shall (a) promptly supply the other party and LEC with any information which may be required in order to effectuate such filings, (b) use commercially reasonable efforts promptly to cause the expiration or termination of any applicable waiting periods under the HSR Act and any applicable Other Antitrust Laws, and (c) promptly supply any additional information which may reasonably be required by the FTC, the DOJ or Foreign Antitrust Authorities and which the parties may reasonably deem appropriate. The Seller and FID will notify the other party and LEC promptly upon the receipt of (i) any comments from any officials of the FTC, the DOJ or Foreign Antitrust Authorities in connection with any filings made pursuant hereto and (ii) any request by any officials of the FTC, the DOJ or Foreign Antitrust Authorities for amendments or supplements to any filings made pursuant to, or information provided to comply in all material respects with, any Laws, including the requirements of the HSR Act and Other Antitrust Laws. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to this Section 6.2, the Seller, FID or FID’s Affiliates, as the case may be, will promptly inform the other party and LEC of such occurrence and cooperate in filing with the applicable Governmental Body such amendment or supplement. The Seller and FID shall give the other party and LEC prompt notice of the commencement or known threat of commencement of any proceeding by or before any Governmental Body with respect to the Acquisition or any of the other transactions contemplated by this Agreement, keep the other party informed as to the status of any such proceeding or threat, and in connection with any such proceeding, the Seller or FID will permit authorized representatives of the other party and LEC to be present at each meeting or conference relating to any such proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such proceeding, provided, however, that LEC shall be solely responsible for the final content of any substantive oral or written communications with any applicable Foreign Antitrust Authorities. Upon the terms and conditions set forth herein, each of the parties shall use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things, necessary, proper or advisable to make effective as promptly as practicable, but in no event later than the End Date, the Acquisition and other transactions contemplated hereby in accordance with the terms hereof, including, if LEC determines in accordance with Section 6.2 that filings with the DOJ, FTC or Foreign Antitrust Authorities are required, obtaining all authorizations, approvals, consents, or expirations of applicable waiting periods in connection with such filings. Notwithstanding anything in this Agreement to the contrary, in no event will FID or LEC be obligated to (A) propose, or agree to accept, any undertaking or condition, to enter into any consent decree, to make any sale, divestiture or disposition, to accept any operational restriction (including any requirement to hold separate (including by trust or otherwise) any business, operations, product lines or assets), (B) take any other action that, in the reasonable judgment of FID or LEC, could be expected to limit the right of FID or LEC, as applicable, to operate, own, operate or retain its business (including, for the avoidance of doubt, the business acquired pursuant to the Other Agreements) or (C) defend any judicial or administrative action or similar proceeding instituted (or threatened to be instituted) by any Person including in connection with obtaining clearance under the HSR Act and approvals from the Foreign Antitrust Authorities.

6.4 Access and Cooperation; Due Diligence. Subject to applicable Laws, during the Pre-Closing Period, the Seller will, and shall cause each member of the Target Group to, afford to the officers and authorized representatives of FID, LEC or their respective Affiliates reasonable access to all of the Target Group’s sites, properties, books and records and will furnish FID and LEC with such additional financial and operating data and other information as to the business and properties of each member of the Target Group as FID, LEC or their respective Affiliates may from time to time reasonably request. The Seller will (at FID’s cost), and shall cause each member of the Target Group to, cooperate with FID, LEC and their respective Affiliates, representatives, auditors and counsel to the extent reasonably requested in the preparation of any documents or other material which may be required in connection with any documents or materials required by this Agreement, as well as the arrangement of financing by FID, LEC or their respective Affiliates. FID and the Seller will (and the Seller shall cause each Target Company to) treat all information obtained in connection with the negotiation and performance of this Agreement as confidential in accordance with the provisions of the Confidentiality Agreement.

6.5 Other Consents. Promptly following the execution of this Agreement, the Seller shall, and shall cause each Target Company to, cooperate with FID and LEC, and FID shall cooperate with the Seller and each Target Company by executing any request for a Consent that requires its signature and delivering a request for Consent (or delivering notices, as applicable) under the Contracts listed on Schedule 6.5 of the Seller’s Disclosure Schedule. The Seller’s obligations under this Section shall continue post-Closing (but then only in relation to the Seller and without any obligation to procure any action by any Target Company) to the extent that any required Consent relating to such Contracts has not been obtained prior to Closing. Notwithstanding the foregoing and subject to the provisions of this Agreement: (a) no amendment or modification shall be made to any Contract to obtain any required Consent without the prior written consent of FID; and (b) no party hereto nor any of their respective Affiliates shall be required to: (i) dispose or hold separate any part of its or any Target Company’s business, operations, product lines or assets; (ii) not compete in any geographic area or line of business; or (iii) restrict the manner in which, or whether, FID and its Subsidiaries, any member of the Target Group or any of their respective Affiliates may carry on business in any part of the world.

submitted to the Seller not later than thirty (30) days prior to the due date for filing such Tax Returns (or, if such due date is within sixty (60) days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by the Seller, which approval may not be unreasonably withheld, conditioned or delayed and which approval (or reasons for non-approval) shall be provided to FID within ten (10) Business Days (or with respect to any Tax Return relating to VAT such period shall be no later than five (5) Business Days prior to the date on which such Tax Return is due to be filed) after the Seller’s receipt of such Tax Return. FID shall not cause or permit the amendment, refiling or other modification of any Tax Return with respect to any taxable year or period ending on or before the Closing Date without the prior written consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed, unless such approval (or reasons for non-approval) shall not have been provided to FID within ten (10) Business Days (or with respect to any Tax Return relating to VAT such period shall be no later than five (5) Business Days prior to the date on which such Tax Return is due to be filed) after the Seller’s receipt of such amendment, refiling or other modification of any Tax Return.

(b) FID shall notify the Seller in writing upon receipt by FID or any Affiliate of FID (including any member of the Target Group), after the Closing Date, of written notice of any pending or threatened federal, state, local or foreign Tax audits or assessments which may materially affect the Tax liabilities of any member of the Target Group for which the Seller would be required to indemnify any FID Indemnified Party pursuant to Section 9.1(a)(iii) of this Agreement (“Tax Claim”). FID shall take (or shall procure that the relevant member of the Target Group shall take) such action as the Seller may reasonably request in writing to dispute, resist, appeal, compromise or defend the Tax Claim, provided, however, that FID shall not be required to take any such action (i) unless FID and the relevant members of the Target Group are each promptly indemnified and secured to FID’s reasonable satisfaction by the Seller against all losses, costs, damages and expenses that are or may be thereby incurred, or (ii) if, in FID’s reasonable opinion, the action is likely to affect adversely either the future liability of FID or the relevant members of the Target Group to Tax or to be prejudicial to the business affairs or financial interests of any of them or of any person connected with any of them, or (iii) unless any appointment of legal or other professional advisers, including Tax counsel, has been approved in writing by FID (such approval not to be unreasonably withheld or delayed), or (iv) that would require any member of the Target Group to take any action against an employee or director of such member of the Target Group, FID or any person connected with any of them, or (v) that constitutes the making of a settlement or compromise of the relevant Tax Claim unless FID’s consent in writing is obtained, such consent not to be unreasonably withheld or delayed. FID and/or the relevant member of the Target Group shall be free to pay or settle a Tax Claim on such terms as it may in its absolute discretion consider fit if such Tax Claim involves an allegation of fraud, gross negligence or willful default. If the Seller does not request FID to take any appropriate action within twenty-one (21) days of notice to the Seller, or no action is required to be taken by virtue of any of the preceding provisions in (i) – (v) above, FID shall be free to satisfy or settle (or to allow the relevant member of the Target Group to satisfy or settle) the relevant Tax liability on such terms as it may determine in its sole discretion. FID and the relevant member of the Target Group shall not be required to resist any dispute before any court, tribunal or other appellate body unless it has been advised by leading independent Tax counsel with at least ten (10) years of professional experience, after disclosure of all relevant information and documents, that it is reasonable to resist the Tax Claim in the manner proposed by the Seller. In the event of any inconsistency or conflict between this Section 6.6(b) and Section 9.1(c), this Section 6.6(b) shall be applicable and not Section 9.1(c).

(c) FID, each Target Company and the Seller shall cooperate as and to the extent reasonably requested by the other party, in connection with the preparation and filing of Tax Returns, and any proceeding, assessment, enquiry, investigation, dispute, audit or review by a Governmental Body with respect to Taxes. Such cooperation shall include signing any Tax Returns, amended Tax Returns, claims or other documents necessary to settle any Tax controversy or dispute, executing powers of attorney, the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such proceeding, investigation, audit or review and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided under this Agreement. FID and the Seller agree to retain all books and records with respect to Tax matters pertinent to each member of the Target Group relating to any taxable period beginning before the Closing Date until the later of (i) the expiration of the statute of limitations (and, to the extent notified by FID or any member of the Target Group, any extensions thereof) of the respective taxable periods and (ii) the final resolution of any indemnification claims made by a FID Indemnified Party relating to Taxes prior to any such expiration of the statute of limitations, and to abide by all record retention agreements entered into with any taxing authority.

(d) Notwithstanding anything to the contrary in this Agreement, the Seller shall indemnify FID for all employment Taxes attributable to the payment by or on behalf of each of the Seller (at any time) or by any member of the Target Group (in respect of any agreement entered into prior to Closing) of any remuneration or compensation in connection with the transactions contemplated by this Agreement, and such amounts shall reduce or be deducted from the consideration otherwise payable pursuant to this Agreement.

(a) (1) During the Pre-Closing Period, the Seller shall promptly notify FID and LEC of, and furnish FID and LEC with any information they may reasonably request with respect to (i) the occurrence of any event or condition or the existence of any fact that may cause any of the conditions to the obligation of FID to consummate the Acquisition set forth in Section 7 to not be satisfied, (ii) the occurrence of any event or condition or the existence of any fact that could result in any warranty made by the Seller in Section 3 to be materially untrue or inaccurate, (iii) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, could become a default under any Material Contract, (iv) any material actions, suits, claims or proceedings in connection with the Acquisition, (v) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the Acquisition, or (vi) the occurrence of any event or condition or the existence of any fact which has had a Target Group Material Adverse Effect or the occurrence or non-occurrence of any event or condition that could be reasonably expected, individually or in the aggregate, to result in a Target Group Material Adverse Effect; (2) provided, however, if any such notification is (x) received at least five (5) Business Days prior to the Closing Date, (y) such notification pertains to a matter that came into existence or

occurred after the date of this Agreement, and (z) FID consummates the Closing, then such disclosure shall be (to the extent that such disclosure constitutes fair disclosure) deemed to have qualified any warranty made by the Seller in Section 3 to which it expressly relates for purposes of determining whether there has been a breach of such warranty for purposes of any indemnification to be provided by the Seller pursuant to Section 9, and (3) provided further, for the avoidance of doubt: (A) such circumstance shall give rise to an adjustment in accordance with Section 2.3 if applicable, and (B) Section 6.7(a)(2) shall not operate to qualify, release, discharge or reduce any liability of the Seller in relation to any failure by the Seller to perform any of its other covenants or obligations set forth in this Agreement.

(b) The Seller’s satisfaction of the notification obligations in Section 6.7(a) shall not relieve the Seller of any of its other obligations under this Agreement and, except as expressly provided in the proviso in Section 6.7(a), no information delivered to FID or LEC pursuant to this Section 6.7 shall (i) amend the Seller’s Disclosure Schedule, (ii) impact the accuracy of any of the warranties made by the Seller in this Agreement, (iii) determine whether any of the conditions set forth in Section 7 has been satisfied or (iv) limit or otherwise affect the Indemnified Parties’ rights to indemnification pursuant to Section 9.

6.8 Regulatory Matters. During the Pre-Closing Period, to the extent not prohibited by applicable Laws, the Seller shall, and shall cause each member of the Target Group to, provide FID with a reasonable opportunity (given the circumstances) to consult with the Seller and any relevant member of the Target Group prior to the Seller or any such member of the Target Group making any material correspondence, communication, notification or consultation with or by any Governmental Body.

6.9 Unpaid Target Company Expenses; Target Company Retired Indebtedness. On the Closing Date, FID shall procure that the relevant member of the Target Group pays any Unpaid Target Company Expenses and Target Company Retired Indebtedness reflected on the Closing Financial Certificate. On or prior to the Closing, the Seller shall have caused to be released all Liens (other than Permitted Liens) in and upon any of the properties and assets of the Target Group, except that any such release may be conditional upon such payment being made.

6.10 Final Financial Statements. In addition to the Seller’s obligations under Section 6.11, the Seller shall provide prior to the Closing Date, in sufficient time to enable FID to review, the unaudited management accounts of each Target Company prepared in the same format and on a consistent basis as previous such management accounts, as of the end of all fiscal quarters ended after December 31, 2014 and which have ended at least 15 Business Days prior to the Closing Date.

Seller agrees to promptly advise LEC if at any time prior to the 25th day after the date of the final prospectus of LEC utilized in connection with the IPO the Specified Information becomes incorrect or incomplete in any material respect to the Knowledge of the Seller, and to provide the information needed to correct such inaccuracy. Insofar as the information relates solely to the Seller or the members of the Target Group, the Seller warrants that the information provided by them pursuant to this Section 6.11(a) which is set out in the Specified Information will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Buyer shall provide to the Seller the form of the Specified Information on or before the date of this Agreement and any further amendments thereto requested by FID or LEC shall require the consent of the Seller, such consent not be unreasonably withheld delayed or conditioned.

(b) If, prior to the 25th day after the date of the final prospectus of LEC utilized in connection with the IPO, the Seller becomes aware of any fact or circumstance which it knows would change (or, if after the Closing Date, would have changed) a warranty of the Seller in this Agreement or would affect any document delivered pursuant hereto in any material respect, the Seller shall immediately give notice of such fact or circumstance to LEC; provided, however, such notification shall not relieve the Seller of its obligations under this Agreement.

6.12 Post-Closing Cooperation. For a period of six months following the Closing, the Seller shall provide such assistance and cooperation as FID may reasonably request in connection with the transfer of the operations of the Target Group from the Seller to FID.

(a) During the period until October 31, 2016, FID shall allow the Seller and its representatives reasonable access to each Project to monitor the turbines associated with such Project and reasonable access to the manufacturers of the turbines for each Project to discuss performance issues, in each case at all reasonable times so as not to interfere with the business of FID.

(b) During the period until all of the Projects have been Accredited, FID shall procure that such person as the Seller may nominate from time to time shall remain a registered user of any accreditation system and that such person is authorized to submit and deal with accreditation requests in relation to the Projects.

At any time or times after the Closing the Seller may request that any member of the Target Group shall change its name to a name that does not include “CWE” or any other name that implies a connection with the Seller and if it does so FID shall procure that the name of such member of the Target Group is changed to comply with such request.

The obligations of FID to effect the Acquisition and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction (or, to the extent permitted, waiver by FID), at or prior to the Closing, of each of the following conditions:

7.1 Accuracy of Warranties. Except as may be fairly disclosed in the Seller’s Disclosure Schedule or pursuant to Section 6.7(a), the warranties of the Seller in this Agreement and in any certificates, documents or agreements furnished by any member of the Target Group or the Seller pursuant to this Agreement (other than Section 3.3) that are qualified by materiality shall be true and correct in all respects both when made and as of the Closing Date, and each such warranty that is not so qualified shall be true and correct in all material respects both when made and as of the Closing Date, (except in each case, to the extent expressly made as of an earlier date, in which case as of the earlier date), and the warranties of the Seller pursuant to Section 3.3 shall be true and correct in all respects both when made and as of the Closing Date.

7.2 Performance of Covenants. Each Target Company and the Seller shall have performed and complied with, in all material respects, all of its covenants and obligations set forth in this Agreement required hereby to be performed by them at or before the Closing (to the extent that such covenants and obligations require performance by the Target Company at or before Closing).

7.3 HSR Act and Other Antitrust Laws. If FID or its Affiliates determines in accordance with Section 6.2 that filings with the DOJ, FTC or Foreign Antitrust Authorities are required, all authorizations, approvals, consents, or expirations of applicable waiting periods in connection with such filings shall have been obtained or occurred.

7.5 No Governmental Litigation. There shall not be pending or threatened before any court of competent jurisdiction or other Governmental Body any Action (a) to which a Governmental Body is a party, and (b) that would or would reasonably be expected to (i) restrain, enjoin, prevent, prohibit or make illegal the consummation of the Acquisition or the other transactions contemplated by this Agreement, (ii) impose limitations on the ability of FID effectively to exercise full rights of ownership of all of the Shares, (iii) prohibit FID or any of its Affiliates from effectively controlling in any material respect the business or operations of any Target Company, or (iv) prohibit or limit the ownership or operation by FID, its Affiliates or any Target Company, or to compel FID, its Affiliates or any Target Company to dispose of, hold separate or license any material portion of the business or assets of FID, its Subsidiaries or any Target Company, as a result of the Acquisition or any of the other transactions contemplated by this Agreement.

7.6 No Target Group Material Adverse Effect. Since the date of this Agreement there shall have been no Target Group Material Adverse Effect.

7.7 Termination of Related Party Agreements. Except as set forth on Section 7.7 of the Seller’s Disclosure Schedule and as consented to by FID or as required by this Agreement, and subject to the payment of all Target Company Retired Indebtedness owed to the Seller as required by this agreement, all existing agreements (and intercompany accounts) between any member of the Target Group, on the one hand, and the Seller or any of its respective Affiliates, or it respective shareholders, directors, officers or employees (other than the member of the Target Group), on the other hand, shall have been cancelled effective prior to or as of the Closing Date without any further obligation or liability of any member of the Target Group.

7.8 Opinion of Counsel. FID shall have received an opinion from counsel to the Target Companies and the Seller, dated the Closing Date, in the form annexed hereto as Annex A. The Underwriters shall have received a copy of the same opinion addressed to them.

7.9 Registration Statement. The Registration Statement shall have been declared effective by the SEC.

7.10 Closing of the IPO. The closing of the sale of LEC Stock to the Underwriters in the IPO shall have occurred simultaneously with the Closing Date hereunder with a resulting Market Capitalization of at least $300,000,000.

7.11 Remeasure Methodology. The Remeasure Condition shall have been satisfied. The parties may waive such condition by agreement in writing.

7.12 Withholding. The Seller has delivered to FID an appropriate, correctly completed, and executed form W-8, (or applicable successor form), with appropriate attachments, in the form set out in Annex C, no later than 15 May 2015. FID may waive this condition by written notice to the Seller.

7.13 Closing Steps Memorandum. The parties shall have agreed, in each case acting reasonably, a written memorandum setting forth the order of actions to be undertaken at Closing.

8.1 Accuracy of Warranties. The warranties of FID set forth in this Agreement that are qualified by materiality shall be true and correct in all respects both when made and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of the earlier date) and each such warranty that is not so qualified shall be true and correct in all material respects both when made and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of the earlier date).

8.2 Performance of Covenants. FID shall have each performed and complied with, in all material respects, all of its agreements, obligations and covenants set forth in this Agreement required hereby to be performed by it at or before the Closing (to the extent that such covenants require performance by FID at or before the Closing).

8.3 HSR Act and Other Antitrust Laws. If FID or its Affiliates determines in accordance with Section 6.2 that filings with the DOJ, FTC or Foreign Antitrust Authorities are required, all authorizations, approvals, consents, or expirations of applicable waiting periods in connection with such filings shall have been obtained or occurred.

8.6 Registration Statement. The Registration Statement shall have been declared effective by the SEC.

8.7 Closing of the IPO. The closing of the sale of LEC Stock to the Underwriters in the IPO shall have occurred simultaneously with the Closing Date hereunder with a resulting Market Capitalization of at least $300,000,000.

8.8 Remeasure Methodology. The Remeasure Condition shall have been satisfied. The parties may waive such condition by agreement in writing.

8.9 Guarantee to Have Become Effective. FID shall have become a direct or indirect subsidiary of LEC and the Guarantee in Section 2.12 shall therefore have become effective.

8.10 Closing Steps Memorandum. The parties shall have agreed, in each case acting reasonably, a written memorandum setting forth the order of actions to be undertaken at Closing.

(a) Subject to the other provisions of this Section 9 and in full satisfaction of any other rights that FID might otherwise have had under the relevant provisions of this Agreement, the Seller shall indemnify FID and LEC (from and after the Closing) (each a “FID Indemnified Party”) in respect of, and hold them harmless and defend against, in all cases subject to the limitations set forth in this Section 9, any Damages, whether or not arising out of a third-party claim, suffered by such FID Indemnified Party resulting from or relating to:

(i) any inaccuracy in or breach of, as of the date hereof or as of the Closing Date, any warranties made by the Seller in this Agreement or any certificates furnished by any Target Company or the Seller pursuant to this Agreement;

(ii) any breach or failure of any Target Company or the Seller to perform any covenant or agreement contained in this Agreement to be performed at or prior to the Closing;

(iii) all Taxes imposed on, payable or relating to any member of the Target Group for all periods (or portions thereof) ending on or before the Closing Date (except to the extent taken into account in calculating Target Company Current Liabilities) including any Tax imposed on or relating to any member of the Target Group with respect to any Pre-Closing Period, including as a result of a loss, or the use or set off against income, profits or gains earned, accrued or received on or before the Closing of any Relief shown as an asset in the Target Company Current Assets of each member of the Target Group or as a result of the use or set off of a FID’s Relief (which is a Relief arising in respect of an event occurring on or after the date of the Financial Statements) where but for such use or set off any member of the Target Group would have had a Liability for Tax for which the Seller would have been liable under this Agreement; provided, however, that the Seller shall not be liable to the extent that such Taxes are increased as a result of any action taken by FID or any of its Affiliates after the Closing that is out of the ordinary course of business and not contemplated by this Agreement or the Registration Statement;

and any claim under any such provision shall be a Claim and any such claim in respect of Tax shall be a Tax Claim.

For purposes of Section 2.3(b), Section 6.6(a) and Section 9.1(a)(iv), if any member of the Target Group is required to file a Tax Return for a taxable period beginning before the Closing Date and ending after the Closing Date (a “Straddle Period”), the portion of Taxes for such Straddle Period that relates to the period prior to the Closing Date shall be calculated as though the taxable period of such member of the Target Group terminated as of the close of the Closing Date; provided, further, that in the case of a Tax not based on income, receipts, proceeds, profits or similar items (or items determined on an annual basis such as depreciation or amortization or effects of marginal Tax rates but excluding any stamp duty, stamp duty reserve tax, stamp duty land tax or VAT), the portion of the Tax (or item) for the period prior to the Closing Date shall be equal to the amount of Tax (or item) for the entire Straddle Period multiplied by a fraction, the numerator of which is the total number of days from the beginning of the Straddle Period through (and including) the Closing Date and the denominator of which is the total number of days in the Straddle Period.

(b) Subject to the other provisions of this Section 9, FID shall indemnify the Seller (the “Seller Indemnified Party”) in respect of, and hold them harmless and defend them against, any Damages suffered by the Seller Indemnified Party resulting from, relating to or otherwise in connection with:

(i) any inaccuracy in or breach of, as of the date hereof or as of the Closing Date, any warranties made by FID in this Agreement or any certificates, documents or agreement furnished by FID pursuant to this Agreement; or

(ii) any breach or failure of FID to perform any covenant or agreement contained in this Agreement.

(c) In the event an Indemnified Party becomes aware of a third-party claim (including any Action commenced or threatened to be commenced by any third-party) that it reasonably believes may result in indemnification pursuant to this Section 9.1, a written notice of such claim (such notice, the “Claim Notice”) shall be delivered, in the case of a FID Indemnified Party, to the Seller, and in the case of the Seller Indemnified Party, to FID. The Claim Notice shall be accompanied by reasonable supporting documentation submitted by the third party making such claim and shall describe in reasonable detail (to the extent known to the Indemnified Party) the facts constituting the basis for such claim and the amount of the claimed damages; provided, however, that no delay or failure on the part of an Indemnified Party in delivering a Claim Notice shall relieve any Indemnifying Party from any liability hereunder except and to the extent such Indemnifying Party has been actually prejudiced by such delay or failure. Within ten (10) days after receipt of any Claim Notice by a FID Indemnified Party, the Seller may, upon written notice thereof to FID, assume control of the defense of the claim referred to therein at the Seller’s sole cost and expense with counsel reasonably satisfactory to FID so long as (i) such claim is not a criminal proceeding, (ii) such claim does not seek an injunction or equitable or non-monetary relief against any Indemnified Party (except where non-monetary relief is merely incidental to a primary claim or claims for monetary damage), (iii) such claim has not and would not reasonably be expected to result in Damages in excess of the amounts available for indemnification pursuant to this Section 9, (iv) upon petition by an Indemnified Party, the appropriate court does not rule that the Indemnifying Party failed or is failing to defend in good faith such claim, and (v) the Indemnifying Party within thirty (30) calendar days of the receipt of notice of such claim (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) notifies the Indemnified Party of its intent to do so, together with an acknowledgement that such claim is subject to indemnification hereunder by sending a written notice to the Indemnified Party, and (vi) such claim is not likely to cause damage to a Target Company’s goodwill or reputation. Within ten (10) days after receipt of any Claim Notice by the Seller, FID may, upon written notice thereof to the Seller, assume control of the defense of the claim referred to therein at FID’s sole cost and expense with counsel reasonably satisfactory to the Seller. The party not controlling the defense of such claim (the “Non-controlling Party”) may participate therein at its own expense; provided, however, that if the Seller or FID, as applicable, assumes control of the defense of a claim and the Seller and

FID have materially conflicting interests or different defenses available with respect to such claim which cause the Seller or FID, as applicable, to hire its own separate counsel with respect to such proceeding, the reasonable fees and expenses of such separate counsel shall be considered “Damages” for purposes of this Agreement. The party controlling the defense of such claim (the “Controlling Party”) shall: (i) keep the Non-controlling Party advised of the status of such claim and the defense thereof (including all material developments and events relating thereto) and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto; and (ii) make available to the Non-controlling Party any documents or materials in its possession or control that may be necessary to understand the defense of such claim. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise reasonably cooperate with and assist the Controlling Party in the defense of such claim. If the Indemnifying Party does so assume control of the defense of any third party claim, (i) the Indemnified Party shall not agree to any settlement, compromise or consent to judgment with respect to such third party claim without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld, conditioned or delayed and (ii) the Indemnifying Party, may, without the consent of the Indemnified Party, agree to any settlement, compromise, or consent to judgment with respect to such third party claim (including on behalf of the relevant Target Company and the Indemnified Parties); provided, that any such settlement, compromise or consent to judgment consists solely of monetary obligations to be funded by the Indemnifying Party, does not contain an admission of guilt or liability by the Indemnified Party and includes as an unconditional term thereof the giving by the claimant or the plaintiff of a full release of the Indemnified Party and its Affiliates, reasonably satisfactory to the Indemnified Party, from all liability with respect to such third party claim.

(d) In order to seek indemnification under this Section 9, an Indemnified Party shall deliver a written demand (an “Indemnification Demand”) with reasonable promptness to the Seller, in the case of a FID Indemnified Party, and FID, in the case of the Seller Indemnified Party, for forwarding to the party(s) providing indemnification pursuant to Section 9.1(a) or Section 9.1(b), as applicable (such party providing indemnification, the “Indemnifying Party”). The Indemnification Demand shall contain (i) a description and the amount of any Damages incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under Section 9.1(a) or Section 9.1(b), as applicable, for such Damages and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the amount of such Damages. If the Seller or FID, as applicable, fails to notify the Indemnified Party within sixty (60) days following receipt of an Indemnification Demand from such Indemnified Party that it disputes the indemnity claimed therein, the indemnity claim set forth in the Indemnification Demand shall be conclusively deemed a liability to be indemnified under this Section 9, and the Indemnified Party shall be indemnified for the amount of the Damages stated in such Indemnification Demand on demand.

(a) All warranties that are covered by the indemnification obligations in this Section 9 shall survive the Closing, and claims based upon or arising out of a breach of such warranties will expire at 5:00 p.m. New York City time:

(i) on the date that is the eighteen (18) month anniversary of the Closing Date in respect of the warranties which are not Fundamental Warranties or FID Fundamental Warranties;

(ii) on the date that is the five (5) year anniversary of the Closing Date in respect of the Fundamental Warranties and FID Fundamental Warranties (other than the warranties contained in Section 3.17 (Tax Matters)); and

(iii) on the date that is the seven (7) year anniversary of the Closing Date in respect of the warranties contained in Section 3.17 (Tax Matters).

Notwithstanding the foregoing, no warranties or such obligations to indemnify, hold harmless and defend shall terminate with respect to any Damages as to which the Indemnified Party shall have, on or prior to such date, made a claim by delivering a Claim Notice or Indemnification Demand to the Indemnifying Party and issued and served legal proceedings in respect of such claim within 9 months of such delivery.

(b) The right of an Indemnified Party hereto to assert a claim with respect to covenants contained in this Agreement that are to be performed at or prior to the Closing shall expire at 5:00 p.m. New York City time on the date that is the eighteen (18) month anniversary of the Closing Date; provided, however; that the right of an Indemnified Party to file a claim with respect to breach of covenants contained in this Agreement that are to be performed at or prior to the Closing relating to Tax, shall continue in full force and effect for a period of seven (7) years after the Closing Date); provided, further, that no such right of an Indemnified Party to file a claim with respect to breach of such covenant and no such obligations to indemnify, hold harmless and defend shall terminate with respect to any claim for Damages as to which the Indemnified Party shall have, on or prior to such date made a claim by delivering a Claim Notice or Indemnification Demand to the Indemnifying Party in compliance with the terms of this Section 9 and issued and served legal proceedings in respect of such claim within 9 months of such delivery. For the avoidance of doubt, the right of an Indemnified Party hereto to file a claim with respect to covenants contained in this Agreement that are to be performed after the Closing Date shall survive and continue in full force and effect until fully performed or observed in accordance with their terms.

(a) The total Liability of the Seller to the FID Indemnified Parties for Damages under this Agreement shall not exceed the following:

(i) in the case of Damages arising from Sections 3 or 9.1(a) (other than arising from a breach of or inaccuracy in any Fundamental Warranty or any claim under Section 9.1(a)(iii)), an amount equal to forty (40) percent of the Cash Consideration; and

(ii) in the case of Damages arising from a breach of or inaccuracy in any Fundamental Warranty, or Section 9.1(a)(iii), an amount equal to the Cash Consideration; and

(iii) in the case of a claim by either FID and/or LEC, shall not exceed the amount that would have been payable to FID in respect of that claim if FID had made a claim (it being acknowledged that any damages shall be calculated by the amount payable under this agreement and not on the amount paid or payable by LEC to the current owners of FID and any amount payable by the Seller to either of FID or LEC shall be deducted from any claim in respect of the same subject matter brought by the other it being agreed that the Seller shall only be liable to pay damages once in respect of any claim and that there shall be no double counting).

(iv) No limitation shall apply to any Liability of the Seller for Damages arising from common law fraud or from willful breach of the Agreement by the Seller.

(i) unless the liability of the Seller in respect of that Claim (or a series of connected Claims) would exceed £10,000, excluding any liability for costs and interest;

(ii) to the extent the amount of such Claim was taken into account in calculating the Target Group Current Liabilities, the Target Company Retired Indebtedness, the Unpaid Target Company Expenses;

(A) any change after Closing in the accounting policies or practices used in preparing the accounts of any member of the Target Group save to the extent required by Law or generally accepted accounting principles as in force at Closing; or

(B) the enactment, amendment, or change in the generally accepted interpretation or application, of any legislation, rule or regulation, or any change in the practice of any governmental, regulatory or other body after the date of this Agreement (having retrospective effect) or the imposition of any Tax not announced and not actually in force on the date of this Agreement or any change, after the date of this Agreement, in the rates of Tax; and

(iv) until the liability to which that Claim relates is due for payment and is capable of being quantified. Where any such contingent Claim is notified to the Seller by FID in accordance with Section 9.2(b), the nine (9) month time limit referred to therein shall commence from the date on which FID is notified or otherwise becomes aware that the relevant liability has become due and is capable of being quantified,

and the Seller shall not be liable under or in connection with this Agreement for (A) any loss of profit; (B) loss of management time; or (C) for any indirect or consequential loss of any kind.

(c) Except for a failure of FID to pay any of the Cash Consideration (for which failure the total Liability of FID to the Seller Indemnified Parties shall be the amount of such payment(s) owed plus all Damages incurred to collect such payment(s) owed) and interest thereon until the date of payment, the total Liability of FID to the Seller Indemnified Parties for Damages under Section 9.1(b) shall not, in the aggregate, exceed the Cash Consideration; provided, however, that nothing in this Agreement (including the foregoing) shall limit any Seller Indemnified Party’s recourse against FID arising from common law fraud or from willful breach of this Agreement.

(d) Notwithstanding anything to the contrary contained in this Agreement, neither the FID Indemnified Parties nor the Seller Indemnified Parties shall be entitled to recover any Damages under Section 9.1(a)(i) or Section 9.1(b)(i), as applicable, unless and until the aggregate amount of all Damages for which they would otherwise be entitled to indemnification under such provision exceed £175,000 (the “Indemnity Threshold”), at which point, such Indemnified Parties shall become entitled to be indemnified only in excess of the Indemnity Threshold; provided, however, that the Indemnity Threshold shall not apply to any Damages related to the inaccuracy in or breach of any of the Fundamental Warranties or FID Fundamental Warranties, common law fraud or willful breach of this Agreement.

(e) If any FID Indemnified Party receives an indemnification payment from the Seller, the Seller shall be entitled to exercise and shall be subrogated to any rights and remedies (including rights of indemnity, rights of contribution and rights of recovery) that such FID Indemnified Party may have against any other Person with respect to any Damages, circumstance or matter to which such indemnification payment is related (other than any Damages, circumstance or matter relating to Tax); provided, however, that such right of the Seller shall be limited to the extent of the indemnification payment received by such FID Indemnified Party. Upon reasonable written request of the Seller and to the extent reasonably necessary to permit the Seller to exercise its rights of subrogation hereunder, FID or the relevant member of the Target Group shall take such actions as are reasonably necessary to assign to the Seller any claim (or portion of a claim) either FID or such relevant member of the Target Group has against such other Person with respect to the Damages, circumstance or matter to which such indemnification payment relates.

(f) Absent common law fraud or absent willful breach of this Agreement, and subject to Section 10.2, the indemnification and other provisions contained in this Section 9 are intended to provide the sole and exclusive remedy following the Closing as to all money damages for any Action arising out of the subject matter of this Agreement or related to the Acquisition (it being understood that nothing in this Section 9 or elsewhere in this Agreement shall affect the parties’ rights to specific performance or other equitable remedies to enforce the parties’ obligations under this Agreement). Nothing in this Agreement shall limit FID’s recourse against the Seller pursuant to the terms of any document to which the Seller is a party, such as an acknowledgment and release or letter of transmittal.

(g) After the Closing, the Seller shall not have any right of contribution against FID or any member of the Target Group, or any of their directors, officers or employees, for any breach of any warranty, covenant or agreement.

(h) Notwithstanding anything in this Agreement to the contrary, for purposes of the indemnification obligations under this Section 9, all of the warranties contained in this Agreement or in any certificate furnished pursuant to this Agreement that are qualified as to materiality, Target Group Material Adverse Effect or any similar qualification or standard shall be deemed to have been made without any such qualification or standard for purposes of determining the amount of Damages resulting from, arising out of or relating to any such breach of warranties.

(A) it is output tax in respect of a receivable that has not been included in the Closing Financial Certificate;

(B) it constitutes interest, penalties, a fine or a charge arising from a failure to pay Tax promptly after the Seller has made a payment of an amount to FID or LEC in respect of that Tax; or

(C) it constitutes interest, penalties, a fine, a charge or other loss or damage arising from a failure to pay Tax with respect to a period during which FID failed to notify the Seller of a Tax Liability of which it was aware; or

(D) it would not have arisen but for a cessation, or change in the nature or conduct, in each case after Closing, of any trade or business carried on at Closing; or

(E) it arises or is increased by virtue of the Company’s average rate of corporation tax increasing as a result of becoming a member of FID’s Group; or

(F) save where such failure arises as a result of a breach by the Seller of its obligations under this Agreement, it arises as a result of the failure to submit or the failure to submit within appropriate time limits or on a proper basis the returns or computations required to be made or the failure to make such payments as are assumed to be made for the purposes of provisions in the Closing Financial Certificate (as adjusted by any correction resulting in a Post-Closing Adjustment).

(j) Any Indemnified Party shall take all commercially reasonable steps to mitigate Damages for which indemnification may be claimed by it pursuant to this Agreement (other than any Damages related to a breach of any warranty resulting from fraud or willful breach) upon and after becoming aware of any event that could reasonably be expected to give rise to any such Damages that are indemnifiable or recoverable hereunder in connection therewith (including seeking, in a manner consistent with past practice, recovery under insurance policies to the extent they would do so if such Damage were not subject to indemnification hereunder).

(a) Where a claim under this Agreement relates to Damages relating to Tax, the Seller shall pay to FID the amount due from it under this Agreement in respect thereof on or before the date which is the later of the date ten (10) Business Days after demand is made therefor under this Agreement and the fifth Business Day prior to the latest date on which the Tax in question can be paid to the relevant Tax authority in order to avoid a liability to interest or penalties accruing.

(b) Where a claim in respect of Damages relating to Tax under this Agreement relates to the loss or set off of a right to a repayment of Tax (which the parties agree may only be made if such right was shown as an asset in the Closing Financial Certificate (as adjusted by any correction resulting in a Post-Closing Adjustment)), the Seller shall pay to FID the amount claimed under this Agreement in respect thereof on or before the date which is the later of the date ten (10) Business Days after demand is made therefor under this Agreement and the date when such repayment would have been due were it not for such loss or setting off.

(c) Where a claim in respect of any loss relating to Tax under this Agreement relates to the loss, use or set off of any Relief, the Seller shall pay to FID the amount claimed under this Agreement in respect thereof on or before the date which is the later of the date ten (10) Business Days after demand is made therefor under this Agreement, and:

(i) in the case of a Relief which is used or set off, the date or dates referred to in Section 9.4(a) that would have applied to the Tax saved by the use or set off of the Relief if that Tax had been payable; or

(ii) in the case of a Relief which is lost, the date or dates referred to in Section 9.4(a) that apply to the Tax which but for such loss would have been saved by virtue of such Relief, ignoring for this purpose the effect of Reliefs (other than deductions in computing profits for the purposes of Tax) arising in respect of an event occurring or period ending after the Closing.

(d) Any sum not paid by the Seller on the due date for payment specified in this Section 9.4 shall bear interest (which shall accrue from day to day after as well as before any judgment for the same) at a yearly rate of two percent (2%) above the base lending rate of HSBC Bank plc from time to time from the due date to and including the day of actual payment of such sum, compounded quarterly. Such interest shall be paid on the demand of FID.

(a) For the avoidance of doubt, the Seller is not giving any warranty in relation to the pro-forma financial statements for the periods ending December 31, 2014 provided by the Seller to LEC for inclusion in the Registration Statement.

10.1 Termination. This Agreement may be terminated, and the Acquisition may be abandoned, prior to the Closing only as follows:

(b) by either FID or the Seller if the Acquisition shall not have been consummated by the End Date; provided, however, that a party shall not be permitted to terminate this Agreement pursuant to this Section 10.1(b) if the failure to consummate the Acquisition by the End Date is attributable to a failure on the part of such party to perform any covenant in this Agreement required to be performed by such party at or prior to the Closing;

(c) by either FID or the Seller if a court of competent jurisdiction or a Governmental Body shall have issued a final and non-appealable order having the effect of restraining, enjoining or otherwise prohibiting the Acquisition or any Law is enacted or deemed applicable to the Acquisition that makes consummation of the Acquisition illegal;

(d) by FID (provided, that, it is not then in material breach of any of its warranties, covenants, obligations or other agreements contained in this Agreement) in the event of a material breach by the Seller of any of its warranties, covenants, obligations or other agreements contained in this Agreement which (i) would give rise to the failure of a condition set forth in Section 7.1 or Section 7.2 (notwithstanding any notification provided by the Seller in accordance with Section 6.7(a)) and (ii) cannot be or has not been cured within thirty (30) Business Days after the delivery of written notice to the Seller of such breach;

(e) by the Seller (provided, that, it is not then in material breach of any of its warranties, covenants or agreements under this Agreement) in the event of a material breach by FID of any of its respective warranties, covenants, obligations or other agreements contained in this Agreement which (i) would give rise to the failure of a condition set forth in Section 8.1 or Section 8.2 and (ii) cannot be or has not been cured within thirty (30) Business Days after the delivery of written notice to FID of such breach; or

(f) by FID (provided, that, it is not then in material breach of any of its warranties, covenants, obligations or other agreements contained in this Agreement) if there has been a Target Group Material Adverse Effect.

10.2 Effect of Termination. In the event of the termination of this Agreement as provided in Section 10.1, this Agreement shall forthwith become void and of no further force or effect and there shall be no further liability on the part of any party; provided, however, that (i) this Section 10.2, Section 6.4, Section 9, Section 11, Exhibit A and the Confidentiality Agreement shall survive the termination of this Agreement and shall remain in full force and effect and (ii) neither the Seller nor FID shall be relieved of any obligation or Liability arising from any willful breach by such party of any provision of this Agreement prior to the date of such termination and the parties shall, in all events, remain bound by and continue to be subject to the provisions set forth in this Section 10.

11.1 Amendment. This Agreement may not be amended except by an instrument in writing signed by each of the parties hereto and LEC.

11.2 Expenses. Except as otherwise specifically provided herein, all fees and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the party incurring such expenses, whether or not the Acquisition is consummated, except that that all filing fees payable under or pursuant to the HSR Act and Other Antitrust Laws, if any, shall be borne by FID.

11.4 Entire Agreement. This Agreement (including the Seller’s Disclosure Schedule), and all other written agreements to be entered into pursuant to this Agreement and all certificates to be delivered to FID pursuant to this Agreement constitute the entire agreement and supersedes all prior agreements and understandings, both written and oral, among or between any of the parties with respect to the subject matter hereof and thereof; provided, however, that the Confidentiality Agreement shall not be superseded and shall remain in full force and effect until the Closing, at which point it shall terminate. In entering into this Agreement, each party hereto acknowledges that it is not relying upon, and has not been induced to enter into this Agreement by, any pre-contractual statement which is not expressly set out in them.

11.5 Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. This Agreement may be executed (in counterparts or otherwise) by facsimile or electronic transmission of PDFs, each of which shall be deemed an original and sufficient to bind the parties.

11.6 Governing Law and Jurisdiction. This Agreement (including a dispute relating to its existence, validity or termination) and any non-contractual obligation or other matters arising out of or in connection with it are governed by English Law. The courts of England shall have exclusive jurisdiction to settle any dispute arising from or connected with this Agreement, including a dispute regarding the existence, validity or termination of this Agreement or the consequences of its nullity.

11.7 Assignability. This Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the parties hereto and their respective successors and assigns; provided, however, that neither this Agreement nor any of the rights hereunder may be assigned by any party hereto without the prior written consent of the other parties, and any attempted assignment of this Agreement or any of such rights without such consent shall be void and of no effect, except that FID may assign this Agreement or any such rights hereunder to an Affiliate, without the prior written consent of the Seller. Notwithstanding the foregoing, FID may make a collateral assignment of this Agreement without the consent of the Seller to any lender or agent thereof for financing purposes with respect to the transactions contemplated by this Agreement.

(a) Except as specifically provided in Section 9, Section 11.8(b) or elsewhere in this Agreement, a Person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

(b) LEC is an express third-party beneficiary of all rights afforded to FID under this Agreement, including, without limitation, all rights and remedies hereunder on behalf of FID, and shall be permitted to enforce such rights on behalf of FID.

(c) For the avoidance of doubt: (i) LEC and FID shall not be entitled to recover from the Seller in respect of the same loss under this Agreement, (ii) the Seller shall not be liable for the same loss more than once; and (iii) if a claim is brought by any party other than FID, the maximum liability of the Seller in respect of such claim shall not exceed the amount FID could have recovered had it brought such claim.

11.9 Notices. Any notice or other communication required or permitted to be delivered to any party or LEC under this Agreement shall be in writing and shall be deemed properly delivered, given and received (a) upon receipt when delivered by hand, (b) upon transmission, if sent by facsimile or electronic transmission (in each case with receipt verified by electronic mail or telephone confirmation), or (c) one (1) Business Day after being sent by overnight courier or express delivery service (with proof of delivery), provided that in each case the notice or other communication is sent to the address or facsimile telephone number set forth beneath the name of such party below (or to such other address or facsimile telephone number as such party or LEC shall have specified in a written notice given to the other parties hereto and LEC):

First Floor, River Court, The Old Mill Office Park, Mill Lane, Godalming, Surrey GU7

the intention of the parties hereto. To the extent that it is not possible to delete or modify the relevant provision, in whole or in part, then such provision or part of it shall, to the extent that it is illegal, invalid or unenforceable, be deemed not to form part of this Agreement and the legality, validity and enforceability of the remainder of this Agreement shall, subject to any deletion or modification made under this Section 11.10, not be affected.

11.11 Press Releases. If FID and the Seller agree to issue a press release with respect to the Acquisition and the other transactions contemplated by this Agreement, such press release shall be a joint press release and shall not be issued or otherwise made publicly available until approved for such release by FID and the Seller. Thereafter, FID and the Seller shall consult with each other before issuing, and provide each other reasonable opportunity to review and comment upon, any press release or other public statements with respect to the Acquisition and the other transactions contemplated hereby, and shall not issue any such press release or make any such public statement prior to such consultation and obtaining written consent of such other parties. Notwithstanding the foregoing, FID and LEC shall be permitted to make any public statement without obtaining the written consent of the Seller if (a) the disclosure is required by applicable Law or the requirements of the SEC, the New York Stock Exchange or Nasdaq, as applicable, or other comparable Foreign Antitrust Authorities or markets or stock exchanges, or as is otherwise customary with respect to the IPO and (b) FID has first used its commercially reasonable efforts to consult with (but not to obtain the written consent of) the Seller about the form and substance of such disclosure.

11.12 No Implied Representations or Warranties. The parties acknowledge that, except as expressly provided in Sections 3 and 4, the Seller’s Disclosure Schedule and the certificates and agreements contemplated by this Agreement, none of the parties hereto has made or is making any representations or warranties whatsoever, implied or otherwise.

11.13 Specific Performance. Subject to Section 9.3(f), the rights and remedies of the parties hereto shall be cumulative (and not alternative). Each of the parties hereto agrees that this Agreement is intended to be legally binding and specifically enforceable pursuant to its terms and that FID and the Seller would be irreparably harmed if any of the provisions of this Agreement are not performed in accordance with their specific terms and that monetary damages would not provide adequate remedy in such event. Accordingly, in addition to any other remedy to which a non-breaching party may be entitled at law, a non-breaching party shall be entitled to seek injunctive relief to prevent breaches of this Agreement and to specifically enforce the terms and provisions hereof.

(d) Except as otherwise indicated, all references in this Agreement to “Sections,” “Exhibits” and Annexes are intended to refer to Sections of this Agreement and Exhibits or Annexes to this Agreement.

(g) All references to “£” are references to pounds sterling and all payments hereunder shall be made in pounds sterling.

11.15 Performance by Affiliates. FID may discharge any obligations and exercise any right hereunder through any one or more of its Affiliates. FID hereby guarantees the performance by its Affiliates of such obligations under this Agreement, and shall cause its Affiliates to comply with the provisions of this Agreement in connection with such performance. FID will be liable for any breach of this Agreement by FID resulting from FID’s use of an Affiliate to perform its obligations hereunder.

11.16 Adjustment to Cash Consideration. Any payment by the Seller to FID or by FID to the Seller hereunder, shall be treated as an adjustment to the Cash Consideration for all Tax purposes, except as otherwise required under applicable Law

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered as of the date first above written.

“Accredited” means in relation to a Project that such Project has been Commissioned and the Eligibility Date has occurred.

“Acquisition” shall have the meaning set forth in the recitals of the Agreement.

“Adjusted Initial Value” shall have the meaning set forth in Section 2.8(e).

“Adjustment Auditor” shall have the meaning set forth in Section 2.3(e).

“Agreement” shall have the meaning set forth in the preamble of the Agreement.

“Anti-Corruption Laws” shall mean the Foreign Corrupt Practices Act of 1977, as amended, the Anti-Kickback Act of 1986, the False Claims Act, the United Kingdom Bribery Act 2010, as may be amended, or any applicable Laws of similar effect, and the related regulations and published interpretations thereunder.

“Business Day” shall mean any day other than a Saturday, Sunday or other day on which banks in New York City, New York or London, England are required to be closed.

“Cash” shall mean the aggregate amount of cash, cash equivalents, short-term investments and marketable securities held by the Target Group immediately prior to the Closing, less the aggregate amount of drafts and wire transfers issued by the Target Group prior to the Closing and that have not been cashed or paid immediately prior to the Closing, in each case calculated in accordance with UK GAAP applied on a basis consistent with the preparation of the Financial Statements.

“Cash Consideration” shall mean (a) the Closing Date Cash Consideration as adjusted by the Post-Closing Adjustment (including any Turbine Adjustment or Contingent Adjustment), plus or minus as applicable (b) any adjustment paid under Section 2.10 in respect of any Put Project plus or minus as applicable (c) the Remeasure Payment as adjusted if applicable by any amounts withheld under Sections 2.8, 2.9 and/or 11.16 and not subsequently paid to the Seller.

“Charter Documents” means, with respect to any entity, the certificate of incorporation, the articles of incorporation and memorandum of association, or other similar organizational documents of such entity (in each case, as amended).

“Closing Claim” shall mean an amount equal to the value of any claim which FID would have had for breach of any of the warranties given by the Seller in Section 3 but for any notification made by the Seller in accordance with Section 6.7(a), less any amount of such claim that has been fully taken into account by any consequential reduction in the Target Company Current Assets or an increase in the Target Company Current Liabilities.

“Closing Date Cash Consideration” shall mean cash in an amount equal to (a) the Initial Value, minus (b) the estimate of the Target Company Retired Indebtedness as set forth on the Closing Financial Certificate, minus (c) the estimate of the Unpaid Target Company Expenses as set forth on the Closing Financial Certificate, minus (d) if Section 2.10(a) applies the Non-Commissioned Amount(s) for any relevant Put Projects.

“Closing Date Retired Indebtedness” shall mean any Target Company Retired Indebtedness to the extent reflected in the Closing Financial Certificate, in accordance with Section 6.9.

“Closing Financial Certificate” shall mean a certificate prepared in good faith, in relation to the Target Group dated as of the Closing Date and signed by a director of the Seller (without personal liability and on behalf of the Seller) setting forth the Closing Financial Estimate, in the form of Exhibit E.

“Closing Financial Estimate” shall mean a statement prepared in good faith, in accordance with UK GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation and accrual methodologies that were used in the preparation of the audited Financial Statements, setting forth in reasonable detail as of the Closing Date: (i) each Target Company’s; and (ii) the aggregate of all the Target Companies’, estimates of each of (a) the Cash, (b) the Target Company Current Assets, (c) the Target Company Current Liabilities, (d) the Target Company Retired Indebtedness, (e) the aggregate amount of Unpaid Target Company Expenses, if any, and (f) the name, contact information, wire instructions and payoff amounts to be paid to satisfy in full such Unpaid Target Company Expenses and Target Company Retired Indebtedness and (g) the Non-Commissioned Amount(s) for any relevant Put Projects.

“Commercial Operation” shall mean the initiation of commercial operations as defined in the relevant Power Purchase Agreements.

“Commissioned” means that the manufacturer of the relevant turbine has issued a certificate confirming that it has been commissioned, that a G59 certificate has been issued in respect of the relevant turbine and that all appropriate accreditation applications to OFGEM have been made by such time.

“Confidentiality Agreement” means the confidentiality and non-circumvention agreement between FID and the Seller dated August 25, 2014.

“Consent” shall mean any novation, assignment, consent, approval, notice or waiver.

“Consummated Other Agreement” means an Other Agreement with respect to which the transactions contemplated thereby have been consummated.

“Controlling Party” shall have the meaning set forth in Section 9.1(c).

“Damages” shall mean Liabilities, losses, costs, damages, settlement payments, awards, judgments, fines, diminution in value and expenses, including reasonable attorneys’ fees and expenses and reasonable fees and expenses of other professionals and experts, but excluding punitive damages (except to the extent such punitive damages are claimed against or recovered from an Indemnified Party in connection with a third-party claim).

member of the Target Group and any Person in existence prior to the Closing (excluding any bonuses payable to any employee based on the performance of such employee or the performance of any member of the Target Group), (g) any obligation of the type referred to in clauses (a) through (f) of another Person the payment of which each member of the Target Group has guaranteed or for which such member of the Target Group is responsible or liable, directly or indirectly, jointly or severally, as obligor or guarantor, and (h) with respect to any obligation of the type referred to in clauses (a) though (f), all accrued and unpaid interest, premiums, penalties, breakage costs, unwind costs, fees, termination costs, expenses, reimbursements, indemnities and all other amounts payable in connection therewith.

“Determined Amount” means the amount of any claim under or in connection with this Agreement which is Determined in favour of FID and/or LEC.

“Determined” shall mean, in relation to any claim under this Agreement, that such claim has been: (i) settled by agreement between the parties in writing; or (ii) adjudicated by a court of competent jurisdiction that has issued a binding decision or order that is incapable of any further appeal.

“Disputed Amount” means any amounts which are the subject of a bona fide dispute or claim notified by FID to the Seller in accordance with Section 2.9(a) and which in accordance with Section 2.9(b) shall be paid to the Seller or retained by FID as may be Determined.

“Eligibility Date” shall have the meaning set forth in the Feed-in Tariffs Order 2012 No. 2782.

“Environment” means all or any part of the air (including, without limitation, the air within buildings and the air within other natural or man made structures above or below ground), water and land and any living organisms or systems supported by those media.

“Environmental Law” shall mean any and all Laws, Environmental Permits, policies, guidance documents, judgments, decrees, injunctions, codes of conduct or Contracts with any Governmental Body or industry body, relating to the protection of health and the Environment, worker health and safety, and/or governing the handling, use, generation, treatment, storage, transportation, disposal, manufacture, distribution, formulation, packaging, labeling, or Release of or exposure to Hazardous Materials, all as amended or superseded from time to time.

“Environmental Permit” shall mean any permits, licenses, approvals, consents, agreements, exemptions, certifications, declarations, franchise, surcharge, credit, allowance or authorizations required or issued by any Governmental Body under or in connection with any Environmental Law, including any and all orders, consent orders or binding agreements issued by or entered into with a Governmental Body under any applicable Environmental Law.

“FID” shall have the meaning set forth in the preamble of the Agreement.

“FID Fundamental Warranties” shall mean the warranties set forth in Section 4.1 (Due Incorporation; Subsidiaries) and Section 4.2 (Authority; Binding Nature of Agreement).

“FID Indemnified Party” shall have the meaning set forth in Section 9.1(a).

“FID Material Adverse Effect” shall have the meaning set forth in Section 4.3.

“Financial Statements” shall have the meaning set forth in Section 3.4(a).

“Financing Agreements” means CWE DS:- Loan Agreement between Assetz SME Capital Limited and CWE DS Limited, CWE Endurance – Loan Agreement between CWE Endurance Limited and Close Leasing Limited dated 13 Sept 2013, and CWE Northwind – Credit Agreement between CWE Northwind and Raiffeisen Bank International AG dated 21 June 2013 as amended and restated 13 August 2014.

“Foreign Antitrust Authorities” shall mean the Governmental Bodies with oversight over Other Antitrust Laws including, but not limited to, the United Kingdom Office of Fair Trading and the Competition Commission, and the European Union Commission.

“Founding Companies” shall have the meaning set forth in the recitals of the Agreement.

“Fundamental Warranties” shall mean the warranties of the Seller in Section 3.1 (Due Incorporation; Subsidiaries; Etc.), Section 3.2 (Charter Documents), Section 3.3 (Capitalization, Etc.), Section 3.17 (Tax Matters), Section 3.22 (Authority; Binding Nature of Agreement), Section 3.24 (Non-Contravention, Consents) and Section 3.25 (Financial Advisor).

“Government Bid” shall mean any offer made by any Target Company, which, if accepted, would result in a Government Contract.

“Government Contract” shall mean any Contract with a Governmental Body.

“Government Official” shall mean (a) any officer or employee of any Governmental Body, (b) any person acting in an official capacity on behalf of a Governmental Body, (c) any officer or employee of a Person that is majority or wholly owned by a Governmental Body, (d) any officer or employee of a public international organization, such as the European Union, the World Bank or the United Nations, (e) any political party or official thereof, or any person acting in an official capacity on behalf of a political party or (f) any candidate for political office.

“Grid Code” means the United Kingdom’s Grid Code dated 1 August 2014 (as amended).

“Guaranteed Obligations” shall have the meaning set forth in Section 2.11(a).

“Hazardous Substance” shall mean petroleum, petroleum hydrocarbons or petroleum products, petroleum by-products, radioactive materials, asbestos or asbestos-containing materials, gasoline, diesel fuel, pesticides, radon, urea formaldehyde, mold, lead or lead-containing materials, polychlorinated biphenyls; and any other chemicals, materials, substances or wastes in any amount or concentration which are regulated under or for which liability can be imposed under any Environmental Law.

“HSR Act” shall mean the Hart-Scott-Rodino Anti-Trust Improvements Act of 1976, as amended.

“Indemnification Demand” shall have the meaning set forth in Section 9.1(d).

“Indemnified Party” shall mean a FID Indemnified Party or the Seller Indemnified Party, as applicable.

“Indemnifying Party” shall have the meaning set forth in Section 9.1(d).

“Indemnity Threshold” shall have the meaning set forth in Section 9.3(d).

“Initial Projected P50” for any Project shall mean the amount of kilowatt hours shown in the column headed “Estimated P50 in the table in Exhibit F.

“Insurance Policies” shall have the meaning set forth in Section 3.20.

privacy; (g) the right to sue and recover damages, attorneys’ fees and costs for past infringement or other violations; (h) computer software (including but not limited to all software implementations of algorithms, specifications, models and methodologies, source code, object code, and related data, databases, and documentation) (collectively, “Software”); (i) any and all goodwill associated with each of the foregoing; and (j) any and all copies or tangible embodiment of each of the foregoing.

“IPO” shall mean the initial public offering of LEC Stock pursuant to the Registration Statement.

“Knowledge of FID” shall mean the actual knowledge of a fact or other matter, after due inquiry, of any one of the following individuals: Peter Glenn, Jonathan Slater and Jeremy Dyer.

“Knowledge of the Seller” shall mean the actual knowledge of a fact or other matter, after due inquiry, of any one of the following individuals: Nigel Constantine, Dominic Akers Douglas and Nigel Prescot.

“LEC” shall have the meaning set forth in the recitals of the Agreement.

“LEC Stock” shall mean the common stock, par value $0.01 per share, of LEC.

“Liability” shall mean with respect to any Person any liability, indebtedness, obligation, commitment, expense, claim, deficiency, guaranty or endorsement of or by such Person of any type whether accrued, absolute, contingent, matured, unmatured, liquidated, unliquidated, known or unknown, or whether or not required by UK GAAP to be reflected on a balance sheet, or in the footnotes to a balance sheet, of any member of the Target Group.

“Market Capitalization” shall mean the total number of shares of LEC Stock outstanding immediately following the consummation of the IPO and the transactions contemplated by this Agreement and all Consummated Other Agreements multiplied by the price at which such shares were offered in the IPO.

“Material Contract” shall mean any Contract to which any member of the Target Group is a party or has rights or by which any of its properties or assets are otherwise bound of the following categories:

(i) any Contract (or group of related Contracts) that require payments by or to any member of the Target Group in excess of £25,000 in any calendar year, including any Contract (or group of related Contracts) for the purchase or sale of real property, raw materials, goods, commodities, utilities, equipment, supplies, products or other personal property, or for the provision or receipt of services;

(ii) (A) any Contract relating to the acquisition or disposition by any member of the Target Group of any operating business or material assets; (B) any Contract relating to the acquisition or disposition by any member of the Target Group of any operating business or material assets under which such member of the Target Group has any executory covenants or indemnification or other obligations or rights (including put or call options); or (C) any Contract under which any member of the Target Group has any indemnification or other similar obligations;

(iii) (A) any guaranty, surety or performance bond or letter of credit issued or posted, as applicable, by any member of the Target Group; (B) any Contract evidencing Debt of any member of the Target Group or providing for the creation of or granting any Lien upon any of the property or assets of any member of the Target Group (excluding Permitted Liens); (C) any Contract (1) relating to any loan or advance to, or investment in, any Person which is outstanding as of the date of the Agreement (other than immaterial advances to employees and consultants in the ordinary course of business consistent with past practices) or (2) obligating or committing any member of the Target Group to make any such loans, advances or investments; (D) any currency, commodity or other hedging or swap Contract; and (E) any Contract under which any Person has directly or indirectly guaranteed Debt of any member of the Target Group;

(iv) (A) any Contract containing covenants restricting or purporting to restrict competition which, in either case, have, would have or purport to have the effect of prohibiting any member of the Target Group or any of their respective Affiliates (including LEC, any Target Company and their respective Affiliates after the Closing) from engaging in any business or activity in any geographic area or other jurisdiction; (B) any Contract in which any member of the Target Group has granted “exclusivity” or that requires such member of the Target Group to deal exclusively with, or grant exclusive rights or rights of first refusal to, any customer, vendor, supplier, distributor, contractor or other Person; (C) any Contract containing a “most-favored-nation”, best pricing or other similar term or provision by which another party to such Contract or any other Person is, or would become, entitled to any benefit, right or privilege which, under the terms of such Contract, must be at least as favorable to such party as those offered to another Person; or (D) any Contract containing any “non-solicitation” or “no-hire” provisions or covenants running in favor of another Person operating in the industry in which any Target Company operates;

(v) (A) all Target IP Agreements (excluding any licenses for generally-commercially-available, off-the-shelf Software and agreements for Public Software); (B) any lease, sublease, rental or occupancy agreement, license, installment, and conditional sale agreement or agreement under which any member of the Target Group is lessee or lessor of, or owns, uses or operates any leasehold or other interest in any real or personal property; (C) any power of attorney granted by any member of the Target Group; (D) any Contract that if terminated, or if such Material Contract expired without being renewed, would have a Target Group Material Adverse Effect; (E) any Contract between any member of the Target Group, on the one hand, and any current or former director, officer, employee, advisor, consultant or Affiliate of any Target Company, on the other (including employment, severance, retention, bonus, indemnification or other Contracts); (F) any Contract containing an option in favor of a party other than a Target Company or granting any right of first refusal or right of first offer, right of first negotiation or similar right in favor of a party other than a Target Company or that limits or purports to limit the ability of any member of the Target Group to own, operate, sell, transfer, pledge or otherwise dispose of any material amount of their assets or businesses; (G) any Government Contract or Government Bid; (H) any Contract involving a confidentiality, standstill or similar arrangement; (I) any Principal Project Document; (J) any Contract creating or purporting to create any partnership, joint venture, strategic alliance or joint development or any sharing of profits, losses, costs or liabilities by any member of the Target Group with any third party; (K) any Contract that provides for “earn-outs” or other contingent payments by or to any member of the Target Group; or (L) any other Contracts (other than those described in any of clauses (i) through (v)) material to any Target Company or entered into outside of the ordinary course of business of any Target Company other than any such Contract terminable by such Target Company without penalty on ninety (90) days’ or shorter notice.

“1934 Act” shall mean the Securities Exchange Act of 1934, as amended.

“Non-Commissioned Amount” means in relation to any Put Project, the Seller’s estimate (at the time of preparation of the Closing Financial Certificate) of the construction costs that will remain to be incurred after Closing in relation to the relevant Put Project until it is Commissioned plus following profit amount:

“Non-controlling Party” shall have the meaning set forth in Section 9.1(c).

“OFGEM” means the United Kingdom’s Office of Gas and Electricity Markets.

“Other Agreements” shall have the meaning set forth in the recitals of the Agreement.

“Other Antitrust Laws” means any merger control, competition, antitrust, or foreign investment Laws of all jurisdictions other than those of the United States, including but not limited to the United Kingdom’s Competition Act 1998, as amended, and Enterprise Act 2002, as amended, and the European Union Council Regulation 139/2004 EC, as amended.

“Permitted Liens” shall mean: (a) Liens for current Taxes not yet due and payable or that are being contested in good faith by appropriate proceedings if adequate reserves with respect to thereto are being maintained on the relevant member of the Target Group’s financial statements in accordance with UK GAAP; (b) statutory or common law Liens to secure obligations to landlords, lessors or renters under leases or rental agreements incurred in the ordinary course of business; (c) deposits or pledges made in connection with, or to secure payment of, workers’ compensation, unemployment insurance or similar programs mandated by applicable Law or governmental regulations incurred in the ordinary course of business; (d) statutory or common law Liens in favor of carriers, warehousemen, mechanics and materialmen, to secure claims for labor, materials or supplies, and other like Liens incurred in the ordinary course of business; (e) easements, reservations, rights-of-way, restrictions, minor defects or irregularities in title and other similar Liens affecting real property not interfering in any material respect with the ordinary conduct of the business of any member of the Target Group or materially detracting from the value of the property upon which such encumbrance exists; (f) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; and (g) the Liens set forth on Exhibit B.

“Planning Agreements” shall mean any agreement, undertaking or obligation pursuant to the Public Health (Scotland) Acts, section 3A, 8, 16A or 37 of the Sewerage (Scotland) Act 1968, section 50 of the Town & Country Planning (Scotland) Act 1972, the Roads (Scotland) Act 1984, section 75 of the Town and Country Planning (Scotland) Act 1997, section 3 of the Local Government (Development and Finance) (Scotland) Act 1964, section 20 of the Local Government in Scotland Act 2003, section 69, 70 or 73 of the Local Government (Scotland) Act 1973, Section 106 of the Town and Country Planning Act 1990, Section 111 of the Local Government Act 1972, Section 38 or 278 of the Highways Act 1980 or Section 104 of the Water Industry Act 1991 or any statutory modification or re-enactment of these statutory provisions or any provision in legislation of a similar nature.

“Post-Closing Adjustment” shall have the meaning set forth in Section 2.3(c).

“Post-Closing Adjustment Notice” shall have the meaning set forth in Section 2.3(b).

“Pre-Closing Period” shall mean the period from the date of this Agreement through the earlier of the Closing or the termination of this Agreement pursuant to Section 10.1.

“Put Project” means the following Projects: Rivestone; Fernibrae; York Grounds; and Warren Farm, and “Put Project” means any one of them.

“Real Property” means all land and structures on under or over such land as is used or required to be used for the purpose of the Projects.

“Real Property Leases” shall have the meaning set forth in Section 3.7(b).

“Registration Statement” shall mean that certain registration statement of LEC on Form S-1 covering the IPO.

“Release” shall mean any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, migrating, leaching, dumping, or disposing of a Hazardous Substance.

“Relief” means any loss, relief, allowance, credit, deduction, exemption or set off in respect of any Tax or relevant to the computation of any income, profits or gains for the purposes of any Tax, or any right to repayment of, or any other saving of, Tax, and any reference to the use or set off of Relief shall include use or set off in part and any reference to the loss of a Relief shall include the absence, non existence, clawback or cancellation of any such Relief, or to such Relief being available only in a reduced amount in which case the loss shall refer only to such reduced amount.

“Revised Aggregate Net Income” shall have the meaning set forth in Section 2.8(c).

“Revised Projected P50” shall mean, in respect of each Project, the forecast annual generation in MWh, which (based on historical data available at the time of the forecast for the period from 1 May 2015 to 30 September 2016) will be exceeded with a probability of fifty percent (50%).

“SEC” shall mean the United States Securities and Exchange Commission.

“Seller” shall have the meaning set forth in the preamble of the Agreement.

“Seller’s Disclosure Schedule” shall mean the disclosure schedule that has been prepared by the Seller and delivered to FID on the date of the Agreement.

“Seller Indemnified Party” shall have the meaning set forth in Section 9.1(b).

“Shares” shall have the meaning set forth in the recitals of the Agreement.

“Site” shall mean any real properties currently or previously owned, leased, occupied or operated by: (i) any member of the Target Group; (ii) any predecessors of any member of the Target Group; or (iii) any entities previously owned by any member of the Target Group, in each case, including all soil, subsoil, surface waters and groundwater thereat.

“Software” shall have the meaning given in the definition of Intellectual Property.

“Specified Information” shall mean the information relating to the Target Companies, Target Subsidiaries or the Seller contained in (i) the summary, selected and pro forma financial information included in the Registration Statement or (ii) (A) the chart of projects in LEC’s initial portfolio in the sections of the Registration Statement titled “Summary—Current Operations” and “Business—Current Operations” and (B) the section of the Registration Statement titled “Business—Our Initial Portfolio—Individual Project Descriptions—Wind—CWE Portfolio.” Provided that a copy of such Specified Information has been given to, or agreed by, the Seller in accordance with Section 6.11(a).

stock having ordinary voting power to elect a majority of the board of directors (or other body performing similar functions) of such corporation or other Person (irrespective of whether at the time share capital or capital stock of any other class or classes of such corporation or other Person shall or might have voting power upon the occurrence of any contingency), (b) more than fifty percent (50%) of the interest in the capital or profits of such partnership, joint venture or limited liability company or (c) more than fifty percent (50%) of the beneficial interest in such trust or estate, is at the time of determination directly or indirectly owned or controlled by such Person. In addition and for the avoidance of doubt, the entities set forth in Part II of Exhibit D are each a Target Subsidiary.

“Takeover Proposal” shall mean any proposal or offer from any Person or group of Persons (other than FID or its Affiliates) with respect to a merger, acquisition, scheme of arrangement, consolidation, recapitalization, business combination, liquidation, dissolution, equity investment or similar transaction involving, or any purchase of assets or any equity or equity-linked securities of, any member of the Target Group, or which could reasonably be expected to impair, prevent or delay, or dilute the benefits to FID of, the transactions contemplated by this Agreement.

“Target Company” and “Target Companies” shall have the meaning set forth in the preamble to the Agreement.

“Target Company Current Liabilities” shall mean the current Liabilities of a Target Company and its Target Subsidiaries, if applicable, as of immediately prior to the Closing as determined under UK GAAP applied on a basis consistent with the preparation of the audited Financial Statements, but excluding (i) any Liability included in the applicable Target Company Retired Indebtedness or Unpaid Target Company Expenses, (ii) any current Liabilities that are non-cash charges or expenses (e.g., deferred revenue) and (iii) any deferred income tax liabilities and any other Liabilities that UK GAAP does not require to be immediately shown in financial statements such as an obligation to make a payment that accrues after the Closing.

“Target Company Retired Indebtedness” shall mean the aggregate amount of Debt existing immediately prior to the Closing.

“Target Group” means the Target Companies and the Target Subsidiaries.

Group Material Adverse Effect: (a) any adverse effect resulting from changes in economic conditions, except to the extent such economic conditions have a disproportionate effect on the Target Group as compared to any of the other companies in the industry in which the Target Group operates or competes; (b) any adverse effect resulting directly or indirectly from conditions generally affecting any industry or industry sector in which the Target Group operates or competes, except to the extent such adverse effect has a disproportionate effect on the Target Group as compared to any of the other companies in such industry or industry sector; or (c) any adverse effect resulting directly or indirectly from any change in accounting requirements or principles or any change in applicable Laws or the interpretation thereof, except to the extent such adverse effect has a disproportionate effect on the Target Group as compared to any of the other companies in such industry or industry sector.

“Target Intellectual Property” shall mean all Intellectual Property of any third-party that is used or held for use by any member of the Target Group pursuant to any Target IP Agreement.

“Target IP Agreements” shall mean all: (a) licenses of Intellectual Property from a member of the Target Group to any third party; (b) licenses of Intellectual Property to a member of the Target Group from any third party (including any licenses for generally-commercially-available, off-the-shelf Software and agreements for Public Software); and (c) coexistence, settlement, assignment, and other agreements containing any covenant or provision relating to the ownership, use, restriction, exploitation, or enforcement of any Intellectual Property to which a member of the Target Group is a party (or is otherwise bound).

“Target-Owned Intellectual Property” shall mean all Intellectual Property owned or purported to be owned by any member of the Target Group.

“Target Subsidiary” shall have the meaning set forth in Section 3.1(c).

“Tax” or “Taxes” shall mean (a) any and all federal, state, local, or foreign net income, alternative or add-on minimum tax, gross income, gross receipts, sales, use, value added tax, goods and services tax, ad valorem, transfer, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, municipal tax, municipal surcharge premium, property, escheat, unclaimed property, environmental or windfall profit tax, custom duty or other tax, social security or national insurance contributions, or any other taxes, assessments, customs, duties, fees, levies, or other governmental charges of any nature whatever, whether disputed or not, together with any interest or any penalty, addition to tax or additional amount imposed by any Governmental Body, (b) any liability for the payment of any amounts of the type described in clause (a) of this sentence as a result of being a member of an affiliated, consolidated, combined, unitary or aggregate group for any taxable period, and (c) any liability for the payment of any amounts of the type described in clause (a) or (b) of this sentence as a result of being a transferee of or successor to any Person or as a result of any express obligation to indemnify any other Person.

“Tax Returns” shall mean any return, statement, report, Tax filing or form (including estimated Tax returns and reports, withholding Tax returns and reports, any schedule or attachment, and information returns and reports) required to be filed by any member of the Target Group with respect to Taxes.

“Trade Secret” shall have the meaning given in the definition of Intellectual Property.

“UK GAAP” shall mean United Kingdom Generally Accepted Accounting Practice.

“US GAAP” shall mean United States Generally Accepted Accounting Principles.

“Underwriters” shall mean the prospective underwriters in the IPO, as identified in the Registration Statement.

“Unpaid Target Company Expenses” shall mean the sum of (a) the aggregate out-of-pocket expenses, fees and disbursements (including travel, lodging, entertainment and associated expenses) of all attorneys, accountants, investment bankers and other advisers and agents of the Target Group incurred by or on behalf of, or paid or to be paid by any member of the Target Group in connection with the negotiation, execution, delivery and performance of the Agreement through the Closing and (b) all fees payable to the Seller as a result of or in connection with the transactions contemplated hereby, in each case to the extent that such fees, expenses, bonuses and disbursements have not been paid by the Target Group in cash on or prior to the Closing.

This statement is prepared in good faith, in accordance with UK GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation and accrual methodologies that were used in the preparation of the [last audited accounts of the Target Group/Financial Statements].¹

For and on behalf of Constantine Wind Energy Limited, but without personal liability of the signatory

To be agreed between, and initialed by, each of FID and the Seller, which such document shall form Part II of this Exhibit G.

Share Purchase Agreement dated as of March 27, 2015, by and among Fifty ID RE Limited, Constantine Wind Energy Limited, and LightBeam Electric Company

For the purpose of issuing this opinion, we have only examined the documents listed below:

and we have only made and relied on an on-line search with the Registrar of Companies in respect of the Seller as at the start of business on 26 March 2015.

The opinions in this letter are given on the basis of the assumptions set out below and are subject to the qualification set out below.

as notice of these matters may not be filed with the Registrar of Companies immediately and, when filed may not be entered on the public record of the relevant company immediately. In addition, that search is not capable of revealing, prior to the making of the relevant order, whether or not a winding-up petition or a petition for an administration order has been presented.

This opinion is addressed to solely to the persons shown as Addressees above solely for their own benefit in relation to the transactions contemplated by the Agreement. It may not be disclosed to or relied on by any other person, or used for any other purpose without our prior written consent.

UPDATED INFORMATION FOR USERS OF FORM W-8BEN-E - - USE OF FORM W-8BEN (REVISION DATE FEBRUARY 2006) BEFORE JANUARY 1, 2015 The Form W-8BEN-E reflects changes made by the Foreign Account Tax Compliance Act (FATCA) and is for use by beneficial owners that are entities. Entities also may use the Form W-8BEN (revision date February 2006) through December 31, 2014. For purposes of chapter 3 of the Internal Revenue Code, a Form W-8BEN (revision date February 2006) provided to a withholding agent by an entity before January 1, 2015 will remain valid until the form’s validity expires under Treasury Regulations section 1.1441-1(e) (4)(ii). For purposes of chapter 4 of the Internal Revenue Code, a Form W-8BEN (revision date February 2006) provided to a withholding agent by an entity before January 1, 2015 is and will remain valid to the extent permitted in Treasury Regulations section 1.1471-3(d)(1) (describing the allowance for use of a “pre-FATCA Form W-8”). See also Treasury Regulations section 1.1471-2T(a)(4)(H) (describing a transitional exception to withholding for certain payments made with respect to a preexisting obligation). A withholding agent may request that you provide a Form W-8BEN (revision date February 2006) before January 1, 2015. The Form W-8BEN (revision date February 2006) can be found on irs.gov in the Forms and Publications section, under the “Prior Year Forms” tab, by searching the cumulative list of forms posted there for the term “Form W-81’. It does not reflect the changes made by FATCA.

Form W-8BEN-E Certificate of Status of Beneficial Owner for (February2014) United States Tax Withholding and Reporting (Entities) 0MB No 1545.1621 For use by entitles. Individuals must use Form W-8BEN. Section references are to the Internal Revenue Code. Department of the Treasury p. information about Form W-8BEN-E and Its separate instructions is at www.irs.gov/formw8bene. internal Revenge Service Give this form to the withholding agent or payer. Do not send to the IRS. Do NOT use this form for: instead use Form: U.S. entity or U.S. citizen or resident W-9 A foreign individual W-8BEN (Individual) A foreign individual or entity claiming that income is effectively connected with the conduct of trade or business within the U.S. {unless claiming treaty benefits) W-8ECI A foreign partnership, a foreign simple trust, or a foreign grantor trust (unless claiming treaty benefits) (see instructions for exceptions) . W-8IMY A foreign government, international organization, foreign central bank of issue, foreign tax-exempt organization, foreign private foundation, or government of a U.S. possession claiming that income is effectively connected U.S. income or that is claiming the applicability of section(s) 115(2), 501 (c), 892, 895, or 1443(b) (unless claiming treaty benefits) (see instructions) .... W-8ECI or W-8EXP Any person acting as an intermediary W-8IMY identification of Beneficial Owner 1 Name of organization that is the beneficial owner 2 Country of incorporation or organization Name of disregarded entity receiving the payment (if applicable) Chapter 3 Status (entity type) (Must check one box only): Corporation Disregarded entity Partnership Simple trust 0 Grantor trust 0 Complex trust 0 Estate 0 Government 0 Central Bank of Issue 0 Tax-exempt organization 0 Private foundation If you entered disregarded entity, partnership, simple trust, or grantor trust above, is the entity a hybrid making a treaty claim? If “Yes” complete Part III. D Yes 0 No Chapter 4 Status (FATCA status) (Must check one box only unless otherwise indicated). (See instructions for details and complete the certification below for the entity’s applicable status). 0 Nonparticipating FFI (inciuding a limited FFI or an FFI related to a 0 Nonreporting IGA FFI (inciuding an FFI treated as a registered Reporting IGA FFI other than a registered deemed-compliant FFi deemed-compliant FFI under an applicable Model 2 IGA). or participating FFI). Complete Part XII. 0 Participating FFi. 0 Foreign government, government of a U.S. possession, or foreign 0 Reporting Model 1 FFI. central bank of issue. Complete Part XIII. 0 Reporting Model 2 FFI. 0 international organization. Complete Part XIV. Registered deemed-compliant FFi (other than a reporting Mode! 1 0 Exempt retirement plans. Complete Part XV. FFI or sponsored FFI that has not obtained a GIIN). Q Entity wholly owned by exempt beneficial owners. Complete Part XVI. I Sponsored FFI that has not obtained a GIIN. Complete Part IV. 0 Territory financial institution. Complete Part XVII. 0 Certified deemed-compliant nonregistering local bank. Complete 0 Nonfinancial group entity. Complete Part XVII!. Part V. 0 Excepted nonfinanciai start-up company. Complete Part XIX. 0 Certified deemed-compiiant FFI with only low-value accounts. 0 Excepted nonfinanciai entity in liquidation or bankruptcy. Complete Part VI. Complete Part XX. 0 Certified deemed-compliant sponsored, closely held investment 0 501(c) organization. Complete Part XXI. vehicle. Complete Part VII. 0 Nonprofit organization. Complete Part XXII, 0 Certified deemed-compliant limited life debt investment entity. 0 Publicly traded NFFE or NFFE affiliate of a publicly traded Complete Part Viil. corporation. Complete Part XXIIi. 0 Certified deemed-compliant investment advisors and investment 0 Excepted territory NFFE. Complete Part XX!V. managers. Complete Part IX. 0 Active NFFE. Complete Part XXV. 0 Owner-documented FFI. Complete Part X. 0 Passive NFFE. Complete Part XXVI. 0 Restricted distributor. Complete Part XI. 0 Excepted inter-affiliate FFI. Complete Part XXVIi. 0 Direct reporting NFFE. 0 Sponsored direct reporting NFFE. Complete Part XXVill. Permanent residence address (street, apt. or suite no., or rural route). Do not use a P.O. box or in-care-of address (other than a registered address). City or town, state or province. Include postal code where appropriate. Country Mailing address (if different from above) City or town, state or province. Include postal code where appropriate. Country U.S. taxpayer identification number (TIN), if required 9a 0 GilN b 0 Foreign TiN 10 Reference number(s) (see instructions) Note. Please complete remainder of the form including signing the form in Part XXiX. For Paperwork Reduction Act Notice, see separate instructions. Cat. No. 59689N Form W-8BEN-E (2-2014)

Part II Disregarded Entity or Branch Receiving Payment. (Complete only if disregarded entity or branch of an FFi in a country other than the FFI’s country of residence.) Chapter 4 Status (FATCA status) of disregarded entity or branch receiving payment Q Limited Branch. Reporting Model 1 FFI. D U.S. Branch. CD Participating FFI. D Reporting Model 2 FFI. Address of disregarded entity or branch (street, apt. or suite no., or rural route). Do not us a P.O. box or in-care-of address (other than a registered address). City or town, state or province. Include postal code where appropriate. Country GIIN (if any) Part III Claim of Tax Treaty Benefits (if applicable). (For chapter 3 purposes only) I certify that (check all that apply): a The beneficial owner is a resident of within the meaning of the income tax treaty between the United States and that country, b The beneficial owner derives the item (or items) of income for which the treaty benefits are claimed, and, if applicable, meets the requirements of the treaty provision dealing with limitation on benefits (see instructions). c The beneficial owner is claiming treaty benefits for dividends received from a foreign corporation or interest from a U.S. trade or business of a foreign corporation and meets qualified resident status (see instructions). Special rates and conditions (if applicable—see instructions): The beneficial owner is claiming the provisions of Article of the treaty identified on line 14a above to claim a % rate of withholding on (specify type of income): Explain the reasons the beneficial owner meets the terms of the treaty article: Part IV Sponsored FFI That Has Not Obtained a GIIN Name of sponsoring entity: Check whichever box applies. I certify that the entity identified in Part I: Is an FFI solely because it is an investment entity; Is not a Ql, WP, or WT; and Has agreed with the entity identified above (that is not a nonparticipating FFI) to act as the sponsoring entity for this entity. 0 I certify that the entity identified in Part I: Is a controlled foreign corporation as defined in section 957(a); Is not a Ql, WP, or WT; Is wholly owned, directly or indirectly, by the U.S. financial institution identified above that agrees to act as the sponsoring entity for this entity; and Shares a common electronic account system with the sponsoring entity (identified above) that enables the sponsoring entity to identify all account holders and payees of the entity and to access all account and customer information maintained by the entity including, but not limited to, customer identification information, customer documentation, account balance, and all payments made to account holders or payees. Part V Certified Deemed-Compliant Nonregistering Local Bank O I certify that the FFI identified in Part I: Operates and is licensed solely as a bank or credit union (or similar cooperative credit organization operated without profit) in its country of incorporation or organization; Engages primarily in the business of receiving deposits from and making loans to, with respect to a bank, retail customers unrelated to such bank and, with respect to a credit union or similar cooperative credit organization, members, provided that no member has a greater than five percent interest in such credit union or cooperative credit organization; Does not solicit account holders outside its country of organization; Has no fixed place of business outside such country (for this purpose, a fixed place of business does not include a location that is not advertised to the public and from which the FFI performs solely administrative support functions); Has no more than $175 million in assets on its balance sheet and, if it is a member of an expanded affiliated group, the group has no more than $500 million in total assets on its consolidated or combined balance sheets; and Does not have any member of its expanded affiliated group that is a foreign financial institution, other than a foreign financial institution that is incorporated or organized in the same country as the FFi identified in Part I and that meets the requirements set forth in this Part V.

• Form W-8BEN-E (2-2014) Page 3 Part VI Certified Peemed-Compliant FFi with Only Low-Value Accounts CH l certify that the FFI identified in Part I: Is not engaged primarily in the business of investing, reinvesting, or trading in securities, partnership interests, commodities, notional principal contracts, insurance or annuity contracts, or any interest (including a futures or forward contract or option) in such security, partnership interest, commodity, notional principal contract, insurance contract or annuity contract; No financial account maintained by the FFI or any member of its expanded affiliated group, if any, has a balance or vaiue in excess of $50,000 (as determined after applying applicable account aggregation rules); and Neither the FFI nor the entire expanded affiliated group, if any, of the FFI, have more than $50 million in assets on its consolidated or combined balance sheet as of the end of its most recent accounting year. Certified Peemed-Compliant Sponsored, Closely Held Investment Vehicle Name of sponsoring entity: O I certify that the entity identified in Part i; Is an FFI solely because it is an investment entity described in §1.1471-5(e)(4); Is not a Ql, WP, or WT; Has a contractual relationship with the above identified sponsoring entity that agrees to fulfill all due diligence, withholding, and reporting responsibilities of a participating FFI on behalf of this entity; and Twenty or fewer individuals own all of the debt and equity interests in the entity (disregarding debt interests owned by U.S. financial institutions, participating FFIs, registered deemed-compliant FFIs, and certified deemed-compliant FFIs and equity interests owned by an entity if that entity owns 100 percent of the equity interests in the FFI and is itseif a sponsored FFI). Certified Peemed-Compliant Limited Life Debt Investment Entity D i certify that the entity identified in Part I; Was in existence as of January 17, 2013; Issued all classes of Its debt or equity Interests to investors on or before January 17,2013, pursuant to a trust Indenture or similar agreement; and Is certified deemed-compliant because it satisfies the requirements to be treated as a limited life debt investment entity (such as the restrictions with respect to its assets and other requirements under § 1,1471-5{f)(2)(iv)). Certified Peemed-Compliant Investment Advisors and investment Managers D i certify that the entity identified in Part I: is a financial institution solely because it is an investment entity described in §1.1471-5(e}(4)(i)(A); and Does not maintain financial accounts. Owner-Documented FFI Note. This status only applies if the U.S. financial institution or participating FFI to which this form is given has agreed that it will treat the FFI as an owner-documented FFI {see instructions for eligibility requirements), In addition, the FFI must make the certifications below. 24a O (All owner-documented FFIs check here) I certify that the FFI identified in Part I; Does not act as an intermediary; Does not accept deposits in the ordinary course of a banking or similar business; Does not ho!d, as a substantial portion of its business, financial assets for the account of others; Is not an insurance company (or the holding company of an insurance company) that issues or is obligated to make payments with respect to a financial account; Part X Owner-Documented FFI

• Part X Owner-Documented FFI (continued) Check box 24b or 24c, whichever applies. b Q I certify that the FFi identified in Part i: Has provided, or will provide, an FFI owner reporting statement that contains: The name, address, TIN (if any), chapter 4 status, and type of documentation provided (if required) of every individual and specified U.S. person that owns a direct or indirect equity interest in the owner-documented FFI (looking through all entities other than specified U.S. persons); The name, address, TIN (if any), chapter 4 status, and type of documentation provided (if required) of every individual and specified U.S. person that owns a debt interest in the owner-documented FFI (including any indirect debt interest, which includes debt interests in any entity that directly or indirectly owns the payee or any direct or indirect equity interest in a debt holder of the payee) that constitutes a financial account in excess of $50,000 (disregarding all such debt interests owned by participating FFIs, registered deemed-compliant FFIs, certified deemed-compliant FFIs, excepted NFFEs, exempt beneficial owners, or U.S. persons other than specified U.S. persons); and Any additional information the withholding agent requests in order to fulfill its obligations with respect to the entity. c O I certify that the FFI identified in Part I has provided, or wil! provide, an auditor’s letter, signed within four years of the date of payment, from an independent accounting firm or legal representative with a location in the United States stating that the firm or representative has reviewed the FFI’s documentation with respect to all of its owners and debt holders identified in §1.1471-3(d)(6)(iv)(A}(2), and that the FFI meets all the requirements to be an owner-documented FFI. The FFI identified in Part ! has also provided, or will provide, an FFI owner reporting statement of its owners that are specified U.S. persons and Form(s) W-9, with applicable waivers. Check box 24d if applicable. d Cl I certify that the entity identified in line 1 is a trust that does not have any contingent beneficiaries or designated classes with unidentified beneficiaries. Part XI Restricted Distributor 25a D (All restricted distributors check here) I certify that the entity identified in Part I: Operates as a distributor with respect to debt or equity interests of the restricted fund with respect to which this form is furnished; Provides investment services to at least 30 customers unrelated to each other and less than half of its customers are related to each other; is required to perform AML due diligence procedures under the anti-money laundering laws of its country of organization (which is an FATF- compiiant jurisdiction); Operates solely in its country of incorporation or organization, has no fixed place of business outside of that country, and has the same country of incorporation or organization as al! members of its affiliated group, if any; Does not solicit customers outside its country of incorporation or organization; Has no more than $175 million in total assets under management and no more than $7 million in gross revenue on its income statement for the most recent accounting year; Is not a member of an expanded affiliated group that has more than $500 million in total assets under management or more than $20 million in gross revenue for its most recent accounting year on a combined or consolidated income statement; and Does not distribute any debt or securities of the restricted fund to specified U.S. persons, passive NFFEs with one or more substantial U.S. owners, or nonparticipating FFIs. Check box 25b or 25c, whichever applies. I further certify that with respect to all sales of debt or equity interests in the restricted fund with respect to which this form is furnished that are made after December 31, 2011, the entity identified in Part I: b 0 Has been bound by a distribution agreement that contained a genera! prohibition on the sale of debt or securities to U.S. entities and U.S. resident individuals and is currently bound by a distribution agreement that contains a prohibition of the sale of debt or securities to any specified U.S. person, passive NFFE with one or more substantia! U.S. owners, or nonparticipating FFI. c O Is currently bound by a distribution agreement that contains a prohibition on the sale of debt or securities to any specified U.S. person, passive NFFE with one or more substantial U.S. owners, or nonparticipating FFI and, for ail sales made prior to the time that such a restriction was included in its distribution agreement, has reviewed ail accounts related to such sales in accordance with the procedures identified in §1.1471-4(c) applicable to preexisting accounts and has redeemed or retired any, or caused the restricted fund to transfer the securities to a distributor that is a participating FFI or reporting Model 1 FFI securities which were sold to specified U.S. persons, passive NFFEs with one or more substantial U.S. owners, or nonparticipating FFIs. Part XII Nonreporting IGA FFI 26 CH I certify that the entity identified in Part I: Meets the requirements to be considered a nonreporting financial institution pursuant to an applicable IGA between the United States and

Part XIII Foreign Government, Government of a U.S. Possession, or Foreign Central Bank of Issue 27 CD I certify that the entity identified in Part I is the beneficial owner of the payment and is not engaged in commercia! financial activities of a type engaged in by an insurance company, custodial institution, or depository institution with respect to the payments, accounts, or obligations for which this form is submitted (except as permitted in §1.1471-6(h)(2)). International Organization Check box 28a or 28b, whichever applies, 28a I certify that the entity identified in Part I is an international organization described in section 7701(a){18). b I certify that the entity identified in Part I: Is comprised primarily of foreign governments; Is recognized as an intergovernmental or supranational organization under a foreign law similar to the International Organizations Immunities Act; The benefit of the entity’s income does not inure to any private person; Is the beneficial owner of the payment and is not engaged in commercial financial activities of a type engaged in by an insurance company, custodial institution, or depository institution with respect to the payments, accounts, or obligations for which this form is submitted {except as permitted in §1.1471 - 6{h){2)). Exempt Retirement Plans Check box 29a, b, c, d, e, or f, whichever applies, 29a Cl i certify that the entity identified in Part I: is established in a country with which the United States has an income tax treaty in force {see Part III if claiming treaty benefits); Is operated principally to administer or provide pension or retirement benefits; and Is entitled to treaty benefits on income that the fund derives from U.S. sources (or would be entitled to benefits if it derived any such income) as a resident of the other country which satisfies any applicable limitation on benefits requirement. b i certify that the entity identified in Part I: Is organized for the provision of retirement, disability, or death benefits (or any combination thereof) to beneficiaries that are former employees of one or more employers in consideration for services rendered; No single beneficiary has a right to more than 5% of the FFI’s assets; Is subject to government regulation and provides annual information reporting about its beneficiaries to the relevant tax authorities in the country in which the fund is established or operated; and Is generally exempt from tax on investment income under the Saws of the country in which it is established or operates due to its status as a retirement or pension plan; Receives at least 50% of its total contributions from sponsoring employers (disregarding transfers of assets from other plans described in this part, retirement and pension accounts described in an applicable Model 1 or Model 2 IGA, other retirement funds described in an applicable Model 1 or Model 2 IGA, or accounts described in §1.1471-5{b)(2)(i)(A)); Either does not permit or penalizes distributions or withdrawals made before the occurrence of specified events related to retirement, disability, or death (except rollover distributions to accounts described in §1.1471-5{b){2)(i)(A) (referring to retirement and pension accounts), to retirement and pension accounts described in an applicable Model 1 or Model 2 IGA, or to other retirement funds described in this part or in an applicable Model 1 or Model 2 IGA); or Limits contributions by employees to the fund by reference to earned income of the employee or may not exceed $50,000 annually, c I certify that the entity identified in Part I: Is organized for the provision of retirement, disability, or death benefits {or any combination thereof) to beneficiaries that are former employees of one or more employers in consideration for services rendered; Has fewer than 50 participants; Is sponsored by one or more employers each of which is not an investment entity or passive NFFE; Employee and employer contributions to the fund {disregarding transfers of assets from other plans described in this part, retirement and pension accounts described in an applicable Model 1 or Model 2 IGA, or accounts described in §1,1471-5(b)(2)(i)(A)) are limited by reference to earned income and compensation of the employee, respectively;

Form W-88EN-E {2-2014) Page 6 Exempt Retirement Plans (Continued) f O f certify that the entity identified in Part I: Is established and sponsored by a foreign government, international organization, central bank of issue, or government of a U.S. possession (each as defined in §1.1471-6) or an exempt beneficial owner described in an applicable Mode! 1 or Model 2 IGA to provide retirement, disability, or death benefits to beneficiaries or participants that are current or former employees of the sponsor (or persons designated by such employees); or Is established and sponsored by a foreign government, international organization, central bank of issue, or government of a U.S. possession (each as defined in §1.1471-6) or an exempt beneficial owner described in an applicable Model 1 or Mode! 2 IGA to provide retirement, disability, or death benefits to beneficiaries or participants that are not current or former employees of such sponsor, but are in consideration of personal services performed for the sponsor. Part XVI Entity Wholly Owned by Exempt Beneficial Owners Q I certify that the entity identified in Part I: Is an FFI solely because it is an investment entity; Each direct holder of an equity interest in the investment entity is an exempt beneficial owner described in §1.1471-6 or in an applicable Model 1 or Model 2 IGA; Each direct holder of a debt interest in the investment entity is either a depository institution (with respect to a loan made to such entity) or an exempt beneficial owner described in §1.1471-6 or an applicable Model 1 or Model 2 iGA. Has provided an owner reporting statement that contains the name, address, TIN (if any), chapter 4 status, and a description of the type of documentation provided to the withholding agent for every person that owns a debt interest constituting a financial account or direct equity interest in the entity; and Has provided documentation establishing that every owner of the entity is an entity described in §1.1471 -6(b), (c), (d), (e), (f) and/or (g) without regard to whether such owners are beneficial owners. Territory Financial Institution D I certify that the entity identified in Part I is a financial institution (other than an investment entity) that is incorporated or organized under the laws of a possession of the United States. Part XVIII Excepted Nonfinanclal Group Entity I certify that the entity identified in Part i; Is a holding company, treasury center, or captive finance company and substantially ail of the entity’s activities are functions described in §1.1471 -5(e)(5)(i)(C) through (E); Is a member of a nonfinancial group described in §1.1471-5(e)(5)(i)(B); Is not a depository or custodial institution {other than for members of the entity’s expanded affiliated group); and Does not function {or hold itself out) as an investment fund, such as a private equity fund, venture capital fund, leveraged buyout fund, or any investment vehicle with an investment strategy to acquire or fund companies and then hold interests in those companies as capital assets for investment purposes. Excepted Nonfinancial Start-Up Company I certify that the entity identified in Part I: Was formed on (or, in the case of a new line of business, the date of board resolution approving the new line of business) (date must be less than 24 months prior to date of payment); Is not yet operating a business and has no prior operating history or is investing capital in assets with the intent to operate a new line of business other than that of a financial institution or passive NFFE; Is investing capital into assets with the intent to operate a business other than that of a financial institution; and Does not function {or hold itself out) as an investment fund, such as a private equity fund, venture capital fund, leveraged buyout fund, or any investment vehicle whose purpose is to acquire or fund companies and then hold interests in those companies as capital assets for Investment purposes. Part XX Excepted Nonfinancial Entity in Liquidation or Bankruptcy D I certify that the entity identified in Part I: Filed a plan of liquidation, filed a plan of reorganization, or filed for bankruptcy on ; During the past 5 years has not been engaged in business as a financial institution or acted as a passive NFFE; is either liquidating or emerging from a reorganization or bankruptcy with the intent to continue or recommence operations as a nonfinancial entity; and Has, or will provide, documentary evidence such as a bankruptcy filing or other public documentation that supports its claim if it remains in bankruptcy or liquidation for more than three years. Part XXI 501(c) Organization I certify that the entity identified in Part I is a 501 (c) organization that; Has been issued a determination letter from the IRS that is currently in effect concluding that the payee is a section 501(c) organization that is dated ; or Has provided a copy of an opinion from U.S. counsel certifying that the payee is a section 501(c) organization (without regard to whether the payee is a foreign private foundation).

Form W-8BEN-E (2-2014) Page 7 Part XXII Non-Profit Organization 36 I certify that the entity identified in Part I is a non-profit organization that meets the following requirements: The entity is established and maintained in its country of residence exclusively for religious, charitable, scientific, artistic, cultural or educational purposes; The entity is exempt from income tax in its country of residence; The entity has no shareholders or members who have a proprietary or beneficial interest in its income or assets; » Neither the applicable laws of the entity’s country of residence nor the entity’s formation documents permit any income or assets of the entity to be distributed to, or applied for the benefit of, a private person or non-charitabie entity other than pursuant to the conduct of the entity’s charitable activities or as payment of reasonable compensation for services rendered or payment representing the fair market value of property which the entity has purchased; and The applicable laws of the entity’s country of residence or the entity’s formation documents require that, upon the entity’s liquidation or dissolution, all of its assets be distributed to an entity that is a foreign government, an integral part of a foreign government, a controlled entity of a foreign government, or another organization that is described in this Part XXII or escheats to the government of the entity’s country of residence or any political subdivision thereof. Part XXIII Publicly Traded NFFE or NFFE Affiliate of a Publicly Traded Corporation Check box 37a or 37b, whichever applies. 37a I certify that: The entity identified in Part I is a foreign corporation that is not a financial institution; and The stock of such corporation is regularly traded on one or more established securities markets, including (name one securities exchange upon which the stock is regularly traded). b O I certify that: The entity identified in Part I is a foreign corporation that is not a financial institution; The entity identified in Part I is a member of the same expanded affiliated group as an entity the stock of which is regularly traded on an established securities market; The name of the entity, the stock of which is regularly traded on an established securities market, is ; and • The name of the securities market on which the stock is regularly traded is . Part XXIV Excepted Territory NFFE O I certify that: The entity identified in Part I is an entity that is organized in a possession of the United States; The entity identified in Part!: Does not accept deposits in the ordinary course of a banking or similar business, Does not hold, as a substantial portion of its business, financial assets for the account of others, or Is not an insurance company (or the holding company of an insurance company) that issues or is obligated to make payments with respect to a financial account; and All of the owners of the entity identified in Part I are bona fide residents of the possession in which the NFFE is organized or incorporated. Active NFFE O I certify that: The entity identified in Part I is a foreign entity that is not a financial institution; Less than 50% of such entity’s gross income for the preceding calendar year is passive income; and Less than 50% of the assets heid by such entity are assets that produce or are held for the production of passive income (calculated as a weighted average of the percentage of passive assets measured quarterly) (see instructions for the definition of passive income). Part XXVI Passive NFFE 40a I certify that the entity identified in Part I is a foreign entity that is not a financial institution (other than an investment entity organized in a possession of the United States) and is not certifying its status as a pubiicly traded NFFE (or affiliate), excepted territory NFFE, active NFFE, direct reporting NFFE, or sponsored direct reporting NFFE. Check box 40b or 40c, whichever applies. b Q I further certify that the entity identified in Part I has no substantial U.S. owners, or cDl further certify that the entity identified In Part I has provided the name, address, and TIN of each substantial U.S. owner of the NFFE in Part XXX. Part XXVll Excepted Inter-Affiliate FFi 41 I certify that the entity identified in Part I: fs a member of an expanded affiliated group; Does not maintain financial accounts (other than accounts maintained for members of its expanded affiliated group); Does not make withholdable payments to any person other than to members of its expanded affiliated group that are not limited FFIs or limited branches; Does not hold an account (other than a depository account in the country in which the entity is operating to pay for expenses) with or receive payments from any withholding agent other than a member of its expanded affiliated group; and Has not agreed to report under §1.1471-4(d)(2)(ii)(C) or otherwise act as an agent for chapter 4 purposes on behalf of any financial institution, including a member of its expanded affiliated group.

Form W-8BEN-E (2-2014) Page 8 Sponsored Direct Reporting NFFE Name of sponsoring entity: D I certify that the entity identified in Part I is a direct reporting NFFE that is sponsored by the entity identified in line 42. Part XXIX Certification Under penalties of perjury, I declare that I have examined the information on this form and to the best of my knowledge and belief it is true, correct, and complete. I further certify under penalties of perjury that: The entity identified on line 1 of this form Is the beneficial owner of ail the income to which this form relates, is using this form to certify its status for chapter 4 purposes, or is a merchant submitting this form for purposes of section 6050W, The entity identified on line 1 of this form is not a U.S. person, The income to which this form relates is: (a) not effectively connected with the conduct of a trade or business In the United States, (b) effectively connected but is not subject to tax under an Income tax treaty, or (c) the partner’s share of a partnership’s effectively connected income, and For broker transactions or barter exchanges, the beneficial owner is an exempt foreign person as defined in the instructions. Furthermore, I authorize this form to be provided to any withholding agent that has control, receipt, or custody of the income of which the entity on line 1 is the beneficial owner or any withholding agent that can disburse or make payments of the income of which the entity on line 1 is the beneficial owner. I agree that I will submit a new form within 30 days If any certification on this form becomes incorrect. Sign Here Signature of Individual authorized to sign for beneficial owner Print Name Date (MM-DD-YYYY) I certify that I have the capacity to sign for the entity identified on line 1 of this form. Substantial U.S Owners of Passive NFFE As required by Part XXV!, provide the name, address, and TIN of each substantial U.S. owner of the NFFE. Please see instructions for definition of substantial U.S. owner. Name Address TIN Form W-8BEN-E (2-2014)
• Is not owned by or in an expanded affiliated group with an entity that accepts deposits in the ordinary course of a banking or similar business, holds, as a substantial portion of its business, financial assets for the account of others, or is an insurance company (or the holding company of an insurance company) that issues or is obligated to make payments with respect to a financial account; and Does not maintain a financial account for any nonparticipating FFI. Form W-8BEN-E (2-2014) Is treated as a under the provisions of the applicable IGA (see instructions); and * If you are an FFi treated as a registered deemed-compliant FFi under an applicable Model 2 iGA, provide your GIIN: Form W-8BEN-E (2-2014) Participants that are not residents of the country in which the fund is established or operated are not entitled to more than 20 percent of the fund’s assets; and !s subject to government regulation and provides annual information reporting about its beneficiaries to the relevant tax authorities in the country in which the fund is established or operates. d DI certify that the entity identified in Part I is formed pursuant to a pension plan that would meet the requirements of section 401(a), other than the requirement that the plan be funded by a trust created or organized in the United States, e I certify that the entity identified in Part i is established exclusively to earn income for the benefit of one or more retirement funds described in this part or in an applicable Model 1 or Mode! 2 IGA, accounts described in §1.1471-5(b)(2)(i)(A) (referring to retirement and pension accounts), or retirement and pension accounts described in an applicable Model 1 or Model 2 IGA.

THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made as a deed and dated as of March 27, 2015, by and among FIFTY ID RE LIMITED, (a company incorporated in England with registered number 091558616) and whose registered address is at 21 Great Winchester Street, London EC2N 2JA (“FID”), CONSTANTINE WIND ENERGY LIMITED (a company incorporated in England with registered number 07663015) and whose registered address is at First Floor River Court, The Old Mill Office Park, Godalming, Surrey, GU7 1EZ, (the “CWE”), WIND HARVEST LIMITED, a company incorporated in England with registered number SC370464 and whose registered address is at Corrary Farm, Glenelg, Kyle IV40 8JX (“WHL”), and LIGHTBEAM ELECTRIC COMPANY, a Delaware corporation (“LEC”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

WHEREAS, the Sellers are the legal and beneficial owners of all of the issued and outstanding shares (the “Shares”) of the companies listed in Part I of Exhibit D (the “Target Companies” and each a “Target Company”);

WHEREAS, the Sellers desire to sell the Shares to FID, and FID desires to purchase the Shares from the Sellers, upon the terms and subject to the conditions set forth in this Agreement (the “Acquisition”);

1.1 Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at Closing, the Sellers shall sell to FID, and FID shall purchase from the Sellers, the Shares with full title guarantee, free and clear of all Liens, except for the Permitted Liens. The aggregate purchase price for the Shares shall be the Cash Consideration, which shall be payable in accordance with Section 2. Unless expressly provided otherwise, the Sellers shall be jointly and severally liable for their obligations under this Agreement.

1.2 Closing. The closing of the Acquisition (the “Closing”) will take place (a) at the offices of Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, New York, at 9:00 a.m. New York City time, on the second (2nd) Business Day immediately following the day on which the last of the conditions to Closing contained in Sections 7 and 8 (other than any conditions that by their nature are to be satisfied at the Closing) is satisfied or waived in accordance with this Agreement (FID shall use reasonable endeavours to provide the Sellers with at least 10 Business Days’ notice of the Closing Date, so as to enable the Sellers to obtain a final figure for the Closing Date Retired Indebtedness) or (b) at such other place and time or on such other date as the Sellers and FID may mutually determine in writing (the date on which the Closing actually occurs is referred to as the “Closing Date”). A Closing meeting shall also take place at the same time at the London offices of Morgan, Lewis & Bockius LLP, Condor House, 5-10 St Paul’s Churchyard, London, at which the Sellers may deliver any items they are obliged to do so hereunder at Closing, to a representative of FID.

1.4 Each of the Sellers hereby authorises the other Seller to act for it in relation to all matters under this Agreement and FID and LEC recognise such authority. Accordingly, and save where this Agreement requires the Sellers to act jointly, any notice given by either Seller shall be deemed to have been given by both of them (unless stated otherwise) so that (for example) any Closing Financial Estimate given by either Seller under Section 2.3(a) shall be deemed to have been given by both of them, any objection by either Seller to a Post-Closing Adjustment Notice under Section 2.3(b) shall be deemed to be an objection by both of them and so that (again for example) any request by either Seller for any action to be taken under Section 6.6(b) shall be deemed to be a request by both of them unless expressly provided otherwise in any such case.

(a) At the Closing, FID shall lend an amount equal to the Closing Date Retired Indebtedness and the Unpaid Target Company Expenses to the Target Companies and the Sellers shall procure that each relevant member of the Target Group fully discharges the

Closing Date Retired Indebtedness and Unpaid Target Company Expenses and shall take such other action as is reasonably required by FID to demonstrate that following such discharge, the Permitted Liens set out in Exhibit B, except for the Standard Security given by CWE Airdrie Limited to Robert Struthers, shall promptly be released.

(i) an amount equal to the Closing Date Cash Consideration in immediately available funds by wire transfer to accounts designated in writing by the respective Seller to FID no later than three (3) Business Days prior to the Closing Date, to be apportioned between the Sellers in the percentages set forth opposite their respective names in Exhibit G (the “Allocation Schedule”);

(iii) all other documents, instruments or certificates required to be delivered by FID to the Sellers at or prior to the Closing pursuant to this Agreement.

(c) At the Closing, the Sellers shall deliver to FID (and it is agreed that the Sellers are severally and not jointly liable for any failure by either or both of them to comply with this paragraph):

(i) the certificates for the Shares, accompanied by stock transfer forms duly executed by the relevant Seller in a form satisfactory to FID and LEC;

(ii) all other documents and instruments necessary to vest in FID all of the Sellers’ right, title and interest in and to the Shares, free and clear of all Liens, except for the Permitted Liens set out in Exhibit B;

(v) irrevocable powers of attorney, in the form agreed between the parties, in each case acting reasonably, executed by the respective Seller, empowering FID (during the period prior to the registration of the Shares in the name of FID) to exercise all rights attaching to the Shares;

(vii) signed minutes of a board meeting of each Target Company at which the directors of such Target Company resolve, with effect from Closing, to (A) appoint such persons as FID may direct as directors of such Target Company; (B) approve the registration of the transfer of the relevant Shares, subject only to the transfers being stamped; (C) accept resignations delivered by the current auditors and directors of such Target Company effective as of Closing; (D) appoint such auditors and individuals who are notified to the Sellers as auditors and officers of the Target Group members, respectively, with effect from Closing;

(viii) a certificate (that shall be given on behalf of the Sellers and without any personal liability on the part of the signatory) certifying that each of the conditions specified in Section 7.1, Section 7.2 and Section 7.6 is satisfied in all respects and that to the Knowledge of the Sellers each of the conditions in Section 7.4, Section 7.5, and Section 7.7 is satisfied in all respects;

(ix) copies of all Material Contracts and originals of Real Property Leases (save for Real Property Leases that have been registered at HM Land Registry or with the Scottish Land Registry or that have been submitted for registration, in relation to which a copy only is provided); and

(d) All other documents, instruments or certificates required to be delivered by the Sellers at or prior to the Closing pursuant to this Agreement.

(ii) receipt of electronic funds transfers by the Sellers of an amount (in aggregate) equal to the Closing Date Cash Consideration (and which is apportioned between the Sellers in the percentages set forth opposite their respective names in the Allocation Schedule) and payment of the Closing Date Retired Indebtedness and Unpaid Target Company Expenses (as required in the latter case by Section 2.3),

the documents and items delivered in accordance with this Section 2.1 shall cease to be held to the order of the person delivering them and the Closing shall be deemed to have taken place.

2.2 Further Action. If, at any time after the Closing, any further action is reasonably necessary to carry out the purposes of this Agreement and the other agreements contemplated hereby or to vest FID with full right, title and possession of and to all of the Shares and all rights, property, privileges, power and franchises of the Target Companies, each party will do, or procure the doing of, all acts and things and execute, or procure the execution of, all documents as is reasonably necessary to give full effect to the terms of this Agreement, so long as such action is not inconsistent with this Agreement. For the avoidance of doubt, the Sellers shall bear no responsibility in relation to the payment of stamp duty on the transfer of the Shares to FID hereunder. Upon the terms and subject to the conditions contained herein, prior to the Closing Date, each of the parties hereto shall (a) use all commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective at Closing the transactions contemplated by this Agreement and any related agreement or certificate, including satisfying the conditions to Closing in Sections 7 and 8 (to the extent that they are within its powers), and (b) cooperate, to the extent practicable, with each other in connection with the foregoing.

(a) The Sellers shall deliver to FID and LEC, not less than five (5) Business Days prior to the anticipated Closing Date, the Closing Financial Estimate. Following FID’s receipt of the Closing Financial Estimate, the Sellers shall, and shall cause each Target Company to, provide to FID and its authorized representatives reasonable access to all records used in preparing such Closing Financial Estimate and, if applicable, the Target Companies’ outside accountants and their work papers and other documents used in preparing such Closing Financial Estimate. FID shall promptly notify the Sellers orally or in writing (including by email) if it disputes any of the items in the Closing Financial Estimate, specifying each disputed item and the estimated amount thereof in dispute and the basis for such dispute. The parties shall in good faith attempt to promptly resolve any such dispute prior to the Closing Date; provided, however, that if the parties are not able to reach mutual agreement prior to the Closing Date, FID’s calculations of such disputed items shall be reflected on the Closing Financial Certificate (without prejudice to the Sellers’ right to dispute such items pursuant to Section 2.3(e)), but except that the Sellers’ determination as to the amounts of the Target Company Retired Indebtedness shall be adopted. As of the Closing, the Sellers shall deliver to FID and LEC the Closing Financial Certificate. To the extent reflected in the Closing Financial Certificate, at the Closing, FID shall lend an amount equal to the Unpaid Target Company Expenses to the relevant member of the Target Group and procure that the relevant member of the Target Group wires the amount of any Unpaid Target Company Expenses to the applicable Person(s) owed such Unpaid Target Company Expenses pursuant to wire instructions (such wire instructions to be provided to FID by the Target Companies at least three (3) Business Days prior to the Closing Date).

exchange rate applicable on the date of Closing as agreed between the parties or as advised by National Westminster Bank PLC in the event of disagreement. Following delivery of the Post-Closing Adjustment Notice, at the written request of the Sellers, FID shall provide the Sellers and their authorized representatives reasonable access to all records used in preparing such Post-Closing Adjustment Notice and, if applicable, FID’s outside accountants and their work papers and other documents used in preparing such Post-Closing Adjustment Notice. Unless the Sellers dispute the calculations in the Post-Closing Adjustment Notice in writing (specifying the basis for such dispute in reasonable detail) within thirty (30) days following delivery of such notice, the Post-Closing Adjustment Notice shall be final and binding

Provided that FID shall delay submission of the Post Closing Adjustment Notice: (i) until the date that is one hundred and twenty (120) days after the Closing Date; or (ii) if earlier such time as: (A) the Target Group has reached agreement (or agreement on all material amounts) as to the amounts due from it to its turbine manufacturers in respect of the Projects and on the amount of any credit to be given by such manufacturers in respect of their prior delays in supplying turbines (the “Turbine Adjustment”) and (B) any contingent liability as at the Closing Date relating to a Closing Claim has been quantified (each a “Contingent Adjustment”). In relation to the Turbine Adjustment, FID shall use reasonable endeavours to procure that such agreement is reached as soon as reasonably practicable and at a reasonable cost and shall consult with the Sellers regarding such agreement. Where such matters have not been so resolved by the end of such one hundred and twenty (120) day period, the Turbine Adjustment shall be excluded from the Post-Closing Adjustment Notice, and the Sellers and FID shall continue to work together and cooperate to resolve the matter as soon as reasonably practicable. When the matter has been resolved, a further Post-Closing Adjustment Notice shall be prepared in relation to the Turbine Adjustment and this Section 2.3 shall again apply and be read mutatis mutandis and all other provisions that apply to the Post-Closing Adjustment shall apply to the Turbine Adjustment if appropriate. In relation to each Contingent Adjustment, where such matter has not been resolved by the end of such one hundred and twenty (120) day period, any unsettled Contingent Adjustment shall be excluded from the Post-Closing Adjustment Notice, and the Sellers and FID shall continue to work together and cooperate to resolve the matter as soon as reasonably practicable. When each such matter has been resolved, a further Post-Closing Adjustment Notice shall be prepared in relation to the relevant Contingent Adjustment and this Section 2.3 shall again apply and be read mutatis mutandis and all other provisions that apply to the Post-Closing Adjustment shall apply to the relevant Contingent Adjustment if appropriate save that any payment required from the Sellers to FID shall be deducted from the Remeasure Payment.

(c) Within ten (10) Business Days following the final determination of the Cash, the Target Company Current Assets, the Target Company Current Liabilities, the Target Company Retired Indebtedness, the Unpaid Target Company Expenses and of any Closing Claim in accordance with this Section 2.3, FID or the Sellers, as applicable, shall effect the net result of the following adjustments (such net result, the “Post-Closing Adjustment”), if any:

(ii) if the amount of the Cash as finally determined pursuant to this Section 2.3 is less than the amount of the Cash set forth in the Closing Financial Certificate, the Sellers shall pay an amount equal to such shortfall to FID in the percentages set forth opposite their respective names in the Allocation Schedule;

(iv) if the amount of the aggregate Target Company Current Assets for all members of the Target Group finally determined pursuant to this Section 2.3 is less than the amount of the aggregate Target Company Current Assets set forth in the Closing Financial Certificate, the Sellers shall pay to FID an amount equal to such shortfall in the percentages set forth opposite their respective names in the Allocation Schedule;

(vii) if there is a Closing Claim, then the Sellers shall pay FID an amount equal to such Closing Claim in the percentages set forth opposite their respective names in the Allocation Schedule.

(d) If FID is required to pay the Post-Closing Adjustment to the Sellers, FID shall effect such payment by delivering immediately available funds by wire transfer to the accounts of the Sellers designated in writing by the Sellers to FID in the percentages set forth opposite their respective names in the Allocation Schedule within the ten (10) Business Days described in Section 2.3(c). Any obligation of FID to pay the Post-Closing Adjustment (if required to be paid by FID) hereunder may be satisfied by FID or any of its Affiliates. If the Sellers are required to pay the Post-Closing Adjustment to FID, then the Sellers shall effect the payment in the percentages set forth opposite their respective names in the Allocation Schedule by delivering immediately available funds by wire transfer to an account of FID designated in writing by FID to the Sellers within the ten (10) Business Days described in Section 2.3(c).

(e) If the Sellers provide a written notice of dispute (specifying the basis of such dispute in reasonable detail) within thirty (30) days following delivery of the Post-Closing Adjustment Notice, FID and the Sellers shall attempt in good faith to resolve such dispute promptly, but in any event within thirty (30) days after service of the written notice from the Sellers of the dispute. During such thirty (30)-day period, each party and its representatives shall be permitted to review the work papers of the other party and its representatives relating to the dispute and the basis therefor. If FID and the Sellers are unable to resolve all such objections within such thirty (30)-day period (or such longer period as may be agreed upon by FID and the Sellers in writing), FID and the Sellers shall engage a firm of chartered accountants of internationally recognized standing that is, and during the past three (3) years has been, independent from FID, the Sellers and each Target Company and each of their respective Affiliates (or failing such agreement within ten (10) Business Days of any request to agree such a firm by FID or the Sellers, such firm as is appointed by the President of the Institute of Chartered Accountants in England and Wales on the request of either of FID or the Sellers the costs of making such appointment to be borne equally by FID and the Sellers), to promptly determine the amount of the Post-Closing Adjustment (the “Adjustment Auditor”), FID and the Sellers shall instruct the Adjustment Auditor to determine, solely with respect to the disputed items and amounts so submitted, whether and to what extent, if any, the Post-Closing Adjustment requires adjustment. The Adjustment Auditor shall base its determination solely on written submissions by FID and the Sellers and not on an independent review. FID and the Sellers shall make available to the Adjustment Auditor all relevant work papers and other items reasonably requested by the Adjustment Auditor. As promptly as practicable, but in no event later than thirty (30) days after its retention, the Adjustment Auditor shall deliver to FID and the Sellers a report that sets forth its resolution of the disputed items and amounts and its calculation of the Post-Closing Adjustment; provided, however, that the Adjustment Auditor may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The determination of the Adjustment Auditor shall be final and binding upon the parties and the Post-Closing Adjustment Notice shall be deemed amended as appropriate, if applicable. Following such determination, the final and binding Post-Closing Adjustment shall be paid pursuant to the terms of Section 2.3(d). The fees and expenses of the Adjustment Auditor shall be borne by FID and by the Sellers based on the inverse of the percentage of the amount that the Adjustment Auditor (before such allocation) awards in favour of the Sellers or FID, as applicable, as it bears to the total amount of the total items in dispute as originally submitted to the Adjustment Auditor. For example, should the items in dispute total in amount to £1,000 and the Adjustment Auditor awards £600 in favor of the Sellers’ position, sixty percent (60%) of the costs of its review would be borne by FID and forty percent (40%) of the costs would be borne by the Sellers.

2.4 No Tax Withholding. All sums payable by FID or LEC under this Agreement shall be paid free and clear of all deductions or withholding unless the deduction or withholding is required by Law. If such deduction or withholding on account of Tax is required, provided that the Sellers have complied with Section 7.12 and that FID has not waived the condition in Section 7.12, FID and/or LEC as applicable shall pay such additional amount as shall be required

to ensure that the net amount received by each Seller will equal the full amount which would have been received by it had no such deduction or withholding been required to be made, provided further that each Seller shall severally use its reasonable endeavours to obtain a credit, relief or remission for, or repayment of or in respect of such additional amount and/or the Tax to which the additional amount relates (including for the avoidance of doubt under any applicable Tax treaty) if such a credit, relief or remission is available, as soon as reasonably practicable. Upon obtaining or receiving any such credit, relief, remission or repayment, the relevant Seller shall promptly pay an amount equal to such credit, relief, remission or repayment (but not exceeding the additional amount paid by FID and/or LED) to FID.

2.5 Certain Acknowledgements. Subject to and without prejudice to the parties obligations under Section 2.2, the Sellers acknowledge and agree that: (i) there exists no firm commitment, binding agreement or promise or other assurance of any kind, whether express or implied, oral or written, that a Registration Statement will become effective or that the IPO pursuant thereto will occur at a particular price or within a particular range of prices or occur at all; (ii) that neither FID nor LEC or any of their officers, directors, agents or representatives nor any Underwriter shall have any liability to the Sellers, the Target Companies or any other person affiliated or associated with the Sellers or the Target Companies for any failure of the Registration Statement to become effective; and (iii) the decision of the Sellers to enter into this Agreement, and the decision of the Sellers to vote in favor of or consent to the transactions contemplated by this Agreement, has been or will be made independent of, and without reliance upon, any statements, opinions or other communications, or due diligence investigations which have been or will be made or performed by any prospective Underwriter, relative to FID, its Affiliates or the prospective IPO.

(a) No later than 31 October 2016, FID and the Sellers shall jointly appoint an independent third party expert with the requisite experience (or if FID and the Sellers are unable to agree on such appointment within ten (10) Business Days of any request to appoint such an expert submitted by either FID or the Sellers, FID and the Sellers shall jointly appoint such one of Garrad Hassan, Mott MacDonald and Green Cat Renewables as FID may select, provided that if FID elects to use Garrad Hassan or Mott MacDonald, FID shall pay the excess costs over and above the costs which would have been charged by Green Cat Renewables) to determine the Revised Projected P50 for each Project based on actual historical data for each Project for the period from 1 May 2015 to 30 September 2016 (both dates inclusive). The parties shall cooperate and work together in good faith to agree in writing the methodology to be used by the expert in making such determination and calculations and that such methodology is set out in Exhibit G as soon as reasonably practicable following the date of this Agreement and in any event by 14 April 2015 (the “Remeasure Condition”).

(b) Where an expert is appointed in accordance with Section 2.8(a), both FID and the Sellers shall provide reasonable access to all records required for the expert to carry out his work. The expert shall be requested to complete his work within twenty-five (25) Business Days of his appointment. Once complete, the expert shall submit his draft report (which shall include

all relevant calculations and determinations together with a summary of his methodology) to FID and the Sellers. FID and the Sellers shall be entitled to submit representations to the expert (with a copy to the other party) no later than five (5) Business Days after receipt of his draft report. The expert shall be instructed to deliver his final report within ten (10) Business Days of the expiry of such five (5) Business Day period. Such third party expert shall act as an expert and not as an arbitrator and his decision shall be final and binding on FID and the Sellers. The costs of engaging the expert shall be borne by FID and the Sellers equally.

(c) Once this determination is completed the number shown for each Project in the column headed “Estimated P50” in Exhibit G shall be replaced by the Revised Projected P50 for that Project and the number shown for each Project in the column headed “Rent” in Exhibit G shall be replaced by the revised rent that will be payable based on the Revised Projected P50 for such Project. The revised rent figure and the Revised Projected P50 shall be used to calculate the resultant net income, the aggregate of the revised net income shall be the “Revised Aggregate Net Income”. For the avoidance of doubt the parties shall use the same cost figures as are shown in the rest of Exhibit G whether or not they have been proved accurate.

(2) any payment made by the Sellers under this Agreement in respect of any claim that any warranty given by the Sellers in respect of a Project is untrue but only to the extent that such payment by the Sellers was not intended to compensate FID for costs incurred by FID,

(such sum being the “Adjusted Initial Value”), then subject to Section 2.8(f), FID shall pay an amount equal to the excess (the “Remeasure Payment”) to the Sellers in the percentages set forth opposite their respective names in the Allocation Schedule on or before 31 March 2017. If the Final Value is less than the Adjusted Initial Value, the Sellers shall repay an amount equal to the shortfall to FID on or before 31 March 2017, in the percentages set forth opposite their respective names in the Allocation Schedule.

(f) FID shall be entitled to deduct from the Remeasure Payment (ii) any Determined Amounts that have not already been paid by the Sellers; and/or (ii) any Disputed Amounts.

(g) Any payments made under Section 2.8(e) shall be made in immediately available funds by wire transfer to the account of the recipient designated in writing by it to the Sellers or FID, as applicable, no later than three (3) Business Days prior to the relevant payment date.

(a) Where any Disputed Amount is retained from any final payment pursuant to Section 2.8(f), FID shall so notify the Sellers in writing, and shall pay such Disputed Amount into a separate bank account in the joint names of the Sellers and FID until the relevant claim has been Determined and during such period, neither party shall be entitled to withdraw, or allow any third party to withdraw, the Disputed Amount from such account, or otherwise establish or permit any charge, lien or other right or encumbrance of any third party over such account.

(b) Any Disputed Amount shall be paid to the account(s) of the Sellers designated pursuant to Section 2.1(b)(i) or retained by FID, in each case as may be Determined, promptly after the claim to which the Disputed Amount relates has been Determined together with all interest accrued in the joint account on the amount so paid.

(c) The provisions set forth in Section 9.2 shall apply to any claim to which a Disputed Amount relates and accordingly any Disputed Amount shall be released to the Sellers if legal proceedings are not initiated in respect of it by FID or LEC within 9 months of the delivery of the relevant Claim Notice or Indemnification Demand.

(d) If on the date on which any Remeasure Payment is paid to the Sellers, legal proceedings have not been issued in relation to a claim to which a Disputed Amount relates, FID or LEC shall provide to the Sellers a written opinion from counsel (of at least ten year’s calling), indicating that the claim to which the Disputed Amount relates is bona fide and has a reasonable prospect of success, failing which such Disputed Amount may not be deducted from the Remeasure Payment and shall be paid to the Sellers.

(a) If the Gardrum Project is not Commissioned by five (5) Business Days prior to the Closing Date, the Gardrum Amount shall be deducted from the Closing Date Cash Consideration.

(b) Where Section 2.10(a) applies, FID shall thereafter use reasonable endeavours to procure that the Gardrum Project is Commissioned as soon as reasonably practicable and at a reasonable cost and FID shall promptly notify the Sellers in writing when the Gardrum Project is Commissioned. The Sellers shall use their reasonable endeavours to assist FID to manage the Gardrum Project until it has been Commissioned, and to monitor and manage any works required at the Site of the Gardrum Project which are carried out under any contracts between the relevant member of the Target Group and third party contractors. FID shall ensure that the Sellers, and any third party contractors which are under contract to carry out works in relation to the Gardrum Project, are permitted such access as is reasonably required to the Gardrum Project for such works and for the Gardrum Project to be Commissioned.

(c) Promptly after the Gardrum Project has been Commissioned the parties shall seek to agree on the actual amount that has been incurred after Closing on construction costs in respect of the Gardrum Project, failing which such amount shall be determined by a mutually agreed independent third party expert (or failing agreement on such an expert within ten (10) Business Days of any request to agree such an expert by either party, by such firm as is appointed by the President of the Institute of Chartered Accountants in England and Wales on the request of either party). If such construction costs are less than the Gardrum Amount, FID

shall pay an amount equal to the shortfall to the Sellers in the percentages set forth opposite their respective names in the Allocation Schedule. If such construction costs are higher than the Gardrum Amount, the Sellers shall pay an amount equal to the excess to FID in the percentages set forth opposite their respective names in the Allocation Schedule. Any such payment shall be made within five (5) Business Days of the date of agreement or determination of such costs to an account designated in writing by the recipient to the paying party no later than three (3) Business Days prior to the relevant payment date.

(a) If the Gardrum Project has not been Commissioned by December 31, 2015, FID shall be entitled (on ten (10) Business Days written notice of) to require the Sellers to purchase the Gardrum Project in the percentages set forth opposite their respective names in the Allocation Schedule. In such event FID shall procure that the member of the Target Group that holds the rights to the Gardrum Project shall transfer all such rights to the Sellers or to such other person as the Sellers shall specify and on completion of such transfer the Sellers shall reimburse the relevant member of the Target Group in the percentages set forth opposite their respective names in the Allocation Schedule for any costs incurred by it in relation to the Gardrum Project and shall repay to FID such sum as is equal to the amount paid by FID to the Sellers in respect of the Gardrum Project minus the amount so paid to such member, together with the reasonable third party costs incurred by FID in connection with the transfer of the relevant Project to the Sellers.

(b) If the Gardrum Project has not been Commissioned by December 31, 2015, and if FID does not require the Sellers to purchase the Gardrum Project in accordance with (a) above, the parties agree that if the Revised Projected P50 for the Gardrum Project would give a value of less than £1,800,000 for the Gardrum Project such Revised Projected P50 shall be replaced by such figure as would give a value of £1,800,000 for the Gardrum Project.

(c) If the Project at Jacobshall Farm, Gamrie, Banff, AB45 3JL has not been Commissioned prior to Closing, the provisions of Sections 2.9 and 2.10 (a) and (b) shall apply mutatis mutandis to such Jacobshall Farm Project except that the Jacobshall Amount shall be the Sellers’ estimate (at the time of preparation of the Closing Financial Certificate) of the construction costs that will remain to be incurred after Closing in relation to such Jacobshall Farm Project until it is Commissioned plus £923,000 and the deemed floor price referred to in Section 2.10(b) for such Jacobshall Project shall be £1,050,000 and all references to the Gardrum Amount in this Agreement shall be deemed repeated but as if they were also references to the Jacobshall Amount.

(a) Subject to paragraph (e) below and in consideration of the Sellers agreeing to sell the Target Shares on the terms set out in this Agreement, LEC hereby unconditionally and irrevocably guarantees to the Sellers the due and punctual payment by FID of all of its payment obligations, commitments and undertakings under or pursuant to Sections 2.3, 2.8, 2.9 and 2.10 of this Agreement (the “Guaranteed Obligations”) and agrees to indemnify the Sellers in respect of any breach by FID of any of the Guaranteed Obligations. The liability of LEC under this Agreement in relation to the Guaranteed Obligations shall not be released or diminished by any variation of the terms of this Agreement.

(b) If and whenever FID defaults for any reason whatsoever in the performance of any of the Guaranteed Obligations, LEC shall forthwith upon demand unconditionally perform (or procure performance of) and satisfy (or procure satisfaction of) the obligation, commitment or undertaking in regard to which such default has been made in the manner prescribed by this Agreement and so that the same benefits shall be conferred on the Sellers as would have been received if such obligation, commitment or undertaking had been duly performed and satisfied by FID.

(c) This guarantee is to be a continuing guarantee and accordingly is to remain in force until all the Guaranteed Obligations shall have been performed or satisfied regardless of the legality, validity or enforceability of any provisions of this Agreement and notwithstanding the winding-up, liquidation, dissolution or other incapacity of FID or any change in the status, control or ownership of FID. This guarantee is in addition to, without limiting and not in substitution for, any rights or security which the Sellers may now or after the date of this Agreement have or hold for the performance and observance of the Guaranteed Obligations.

(i) any time, waiver or consent granted to, or composition with, FID or other person;

(ii) the release of FID or any other person under the terms of any composition or arrangement with any creditor of FID;

(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of FID or any other person;

(v) any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of this Agreement or any other document or security;

(vi) any unenforceability, illegality or invalidity of any obligation of FID under this Agreement or any other document or security; or

(e) The provisions of this Section 2.12 are conditional upon and shall only take effect if and when FID has become a direct or indirect subsidiary of LEC.

Each Seller warrants to FID and LEC, as of the date of this Agreement and as of the Closing, as follows except as may be fairly disclosed in the Sellers’ Disclosure Schedule or pursuant to Section 6.7(a) (and for this purpose the parties agree that if any matter is fairly disclosed it shall qualify any warranty to which it is reasonably apparent that it relates, even if that warranty does not expressly refer to the relevant item of the Sellers’ Disclosure Schedule)

Provided always that such warranties are given severally only in respect of the relevant Seller or its own shareholding in relation to any warranty that is given in respect of the Shares and in relation to any warranty (such as the warranties in Sections 3.1(a) and 3.22) that relates to a Seller rather than a Target Company.

(a) Each of the Sellers is a limited liability company and is duly formed, validly existing and in good standing under the Laws of England and Wales and has all necessary power and authority to conduct its business in the manner in which its business is currently being conducted.

(c) Section 3.1(c) of the Sellers’ Disclosure Schedule sets forth the name of each of the Target Companies’ Subsidiaries (each a “Target Subsidiary”) and sets forth the number and class of the authorized equity interests of each Target Subsidiary and the number of shares of, or other ownership interests in, each Target Subsidiary that are issued and outstanding, all of which shares or interests (except as set forth on Section 3.1(c) of the Sellers’ Disclosure Schedule) are owned by the relevant Target Company, free and clear of all Liens. Each Target Subsidiary is a private limited company duly formed, validly existing and in good standing under the laws of England and has all necessary power and authority to conduct its business in the manner in which its business is currently being conducted. Each Target Subsidiary is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification, except where the failure to be so qualified or in such good standing is not likely to have a Target Group Material Adverse Effect. Except as set forth on Section 3.1(c) of the Sellers’ Disclosure Schedule, no Target Company owns, legally or beneficially, or controls, directly or indirectly, any share capital or capital stock, securities convertible into share capital or capital stock or any other equity interest in any corporation, association or business entity nor is any Target Company, directly or indirectly, a participant in any joint venture, partnership or other non-corporate entity.

(a) The Sellers have delivered to FID or its counsel true, correct and complete copies of the Charter Documents, including all amendments thereto, of each member of the Target Group.

(b) No member of the Target Group is in default under or in violation of any of the provisions of its Charter Documents.

(a) The Shares constitute all of the issued and outstanding equity interests of the Target Companies except as set forth on Section 3.3(a) of the Sellers’ Disclosure Schedule and are owned legally and beneficially by the Sellers free and clear of all Liens. Upon transfer of the Shares to FID in accordance with the terms of Section 2, FID will receive valid beneficial and legal title to the Shares, free and clear of all Liens except for Permitted Liens set out in Exhibit B.

(b) All of the Shares were issued in compliance with applicable Laws and the relevant Target Company’s Charter Documents. None of the Shares were issued in violation of any contract or agreement to which the Sellers or any Target Company is a party or is subject or in violation of any preemptive or similar rights of any Person.

(d) No Target Company has outstanding and has not authorized any equity appreciation, phantom equity, profit participation, or similar rights.

(e) No Target Company nor any of the Sellers is a party or subject to any members agreement, voting agreement, voting trust or any other similar arrangement which has the effect of restricting or limiting the transfer, voting or other rights associated with the Shares.

(f) There are no obligations, contingent or otherwise, of any Target Company to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person.

(g) Section 3.3(g) of the Sellers’ Disclosure Schedule contains a true, correct and complete list of the issued equity interests of each Target Subsidiary. There are no outstanding subscriptions, equity options, warrants, rights (including preemptive rights), calls, convertible securities or other agreements or commitments of any character relating to the issued or unissued equity interests of each Target Subsidiary obligating such Target Subsidiary to issue any securities of any kind or to enter any person into its register of members or equivalent. No Target Subsidiary is a party to, or otherwise bound by, or has granted any equity appreciation rights, participations, phantom equity or similar rights. There are no voting trusts, voting agreements, proxies, members agreements or other agreements that may affect the voting or transfer of the equity interests of each Target Subsidiary. Except for equity interests owned by the relevant Target Company and as set forth on Section 3.3(g) of the Sellers’ Disclosure Schedule, there are no other equity interests of any Target Subsidiary that have been issued or reserved for issuance. All of the issued equity interests of each Target Subsidiary have been duly authorized and validly issued, and are fully paid and non-assessable and have been issued and granted in all material respects in compliance with all applicable Laws, including securities Laws. All of the issued equity interests of each Target Subsidiary are not subject to, and were not issued in violation of, any preemptive rights, purchase options, call option, right of first refusal, subscription right or any similar right under any provision of applicable Law, each such Target Subsidiary’s Charter Documents, or any Contract to which such Target Subsidiary is a party or is otherwise bound.

(a) The Sellers (i) have delivered to FID or its counsel true, correct and complete copies of the audited balance sheet and profit and loss account of each member of the Target Group as of December 31, 2013; and (ii) once available, following the date of this Agreement, will have delivered to FID or its counsel, true, correct and complete copies of the audited balance sheet and profit and loss account of each member of the Target Group as of December 31, 2014 (all of the foregoing financial statements accounts of the each member of the Target Group and any notes thereto are hereinafter collectively referred to as the “Financial Statements”). The Financial Statements comply with the United Kingdom’s Companies Act 2006 and have been prepared on a proper and consistent basis in accordance with UK GAAP, and give a true and fair view of the assets, liabilities and state of affairs of the relevant member of the Target Group as at the date indicated therein and of the profits and losses of the relevant member of the Target Group for the period therein specified.

3.5 Absence of Certain Changes. Since December 31, 2014, (a) there has not been any event, circumstance, development, state of facts, occurrence, change or effect which has had a Target Group Material Adverse Effect, and no event, circumstance, development, state of facts, occurrence, change or effect has occurred to the Knowledge of the Sellers which would reasonably be expected, individually or in the aggregate, to result in a Target Group Material Adverse Effect and (b) except as expressly contemplated by this Agreement, each member of the Target Group has conducted its businesses in the ordinary course of business and there has not occurred any action that, if taken after the date hereof without the consent of FID, would constitute a breach of any of the covenants set forth in Section 5.1.

(a) Section 3.6(a) of the Sellers’ Disclosure Schedule sets forth a complete and accurate list of all material personal properties and assets (excluding, for the avoidance of doubt, Real Property) that are owned, leased or used by any member of the Target Group and which are necessary for the business carried on by such member of the Target Group (collectively, the “Material Assets”). For the avoidance of doubt, Material Assets shall not include any personal properties and assets of any third parties (including the Sellers and their shareholders), save to the extent that such personal properties and/or assets are leased or used by any member of the Target Group. Each member of the Target Group has good and valid title, free and clear of all Liens (except Permitted Liens), to all of the Material Assets owned by it (except for assets sold or otherwise disposed of in the ordinary course of business not in violation of this Agreement since the date of the Financial Statements). All equipment and facilities included in the Projects are in adequate repair and operating condition subject to ordinary wear and tear and are suitable for the purposes for which they are employed and, to the Knowledge of the Sellers, there was and is no material defect, hazard or dangerous safety condition existing with respect to any such equipment or facilities. The tangible and intangible personal property owned or leased by each member of the Target Group, together with all leased real property of each member of the Target Group, all owned, leased or licensed Intellectual Property of each member of the Target Group, and all other assets and rights (including rights under Contracts) of each member of the Target Group: (i) are sufficient for the operation of the business of each member of the Target Group as currently conducted; and (ii) will be so sufficient in respect of Projects not yet Commissioned, when such equipment and facilities as is set forth in Section 3.6(a) of the Sellers’ Disclosure Schedule has been acquired, leased or licensed as set forth therein, by the Target Group, and the Sellers are not aware of any reason why such equipment and facilities cannot be so acquired on reasonable and ordinary commercial terms.

(c) Except as set forth in Section 3.6(c) of the Sellers Disclosure Schedule, each Project has achieved Commercial Operation. Each Project is connected to, or has available to it upon commercially reasonable terms, all public and private utility systems whose service is necessary for the utilization of such Project for its intended purpose under the relevant Principal Project Documents, and such Project is receiving all utility services necessary for the full utilization of such Project for its intended purpose under the relevant Principal Project Documents.

(a) No member of the Target Group owns any real property or any interest in real property other than as set out in the Sellers’ Disclosure Schedule.

(b) Annex B of this Agreement contains a true and complete list of all leases (including any variations thereto) of real property (collectively, the “Real Property Leases”) to which a member of the Target Group is a party (as lessee, sublessee, sublessor or lessor) as of the date hereof and sets forth the address and full conveyancing description (including landowner title number if any), leasehold title number, lease term dates and passing rent of such leased real property. Each Real Property Lease is valid and binding and has not been terminated or repudiated and each member of the Target Group that is a party to any such lease (or variation) and to the Knowledge of the Sellers each of the other parties, were entitled and qualified to enter in to the same and each was validly executed by them. Except as disclosed in Section 3.7 of the Sellers’ Disclosure Schedule, each Real Property Lease has been registered at the Land Registry or in the Land Register of Scotland (as appropriate) and no member of the Target Group has withdrawn any application for registration of any of the Real Property Leases at the Land Registry of England and Wales or in the Land Register of Scotland and no such applications have been rejected. True, correct and complete copies, including all amendments thereto, of such Real Property Leases have been delivered or made available to FID.

(i) None of such buildings, structures or appurtenances that are the subject of the Real Property Leases (or any equipment therein), nor the operation or maintenance thereof, nor the grant of the Real Property Leases violates to the Knowledge of the Sellers any restrictive covenant, right or other burdens whether registered or otherwise or any provision of any Law, or encroaches on any property owned by others in any manner.

(iii) With respect to each Real Property Lease pursuant to which any member of the Target Group is a lessee or sublessee: (a) such member of the Target Group has a valid leasehold interest in all leased real property described in each Real Property Lease, free and clear of any and all Liens, except for Permitted Liens, (b) in each case, such member of the Target Group has been in peaceable, undisturbed and exclusive possession since the commencement of the original term of such Real Property Lease or if later the date on which it acquired the relevant Real Property Lease, (except to the extent that it may share the relevant site with a distribution network operator) and is not in material default thereunder and there exists no default or event, occurrence, condition or act in respect of or on the part of such member of the Target Group which, with the giving of notice, the lapse of time or the happening of any further event or condition, would become a material default or event of default under any such Real Property Lease, and (c) in each case, to the Knowledge of the Sellers (based on the initial property searches commissioned by the Target Group at the time of acquisition of the relevant Real Property and without updating those property searches), such member of the Target Group has adequate rights of ingress and egress for operation of the business of such member of the Target Group in the ordinary course. To the Knowledge of the Sellers, there are no restrictions, obligations, conditions, reservations, burdens, easements, overriding interests, servitudes, wayleaves or rights of way whether registered or not which are unduly onerous on or which would adversely affect the Projects or would prevent any member of the Target Group from constructing, installing, operating, maintaining and decommissioning any of the Projects. No condemnation proceeding is, to the Knowledge of the Sellers, pending or threatened which would preclude or impair the use of any such property by any member of the Target Group for the purposes for which it is currently used. The real property described in the Real Property Leases is, to the Knowledge of the Sellers, all the real property that is necessary for the construction, installation, operation, maintenance and decommissioning of the Projects.

(a) The Target Group has no Target-Owned Intellectual Property. Section 3.8(a) of the Sellers’ Disclosure Schedule sets forth all Intellectual Property exclusively licensed to the Target Companies.

(c) Except as set forth in Section 3.8(c) of the Sellers’ Disclosure Schedule: (i) the Intellectual Property identified in Section 3.8(a) of the Sellers’ Disclosure Schedule constitutes all of the Intellectual Property that is necessary for the conduct of the business of the Target Group as currently conducted (excluding any licences for generally-commercially available, off-the-shelf Software); and (ii) to the Knowledge of the Sellers, neither the use of the Target Intellectual Property as currently used by the members of the Target Group in the conduct of their businesses, nor the conduct of the Target Group’s businesses as presently conducted, infringes, misappropriates or violates the Intellectual Property rights of any Person, and no member of the Target Group has received any written charge, complaint, claim, demand or notice in the past thirty-six (36) months alleging any of the same.

(a) Each member of the Target Group: (i) has obtained, all clearances, consents, certificates, authorizations, licenses, permits, permissions, approvals, waivers, variances, filings, accreditations, exemptions and registrations required under applicable Laws by any Governmental Body to permit the conduct of its business as currently conducted (each, a “Target Permit”), (ii) is in material compliance with such Target Permits, and (iii) all Target Permits which are material to the conduct of each member of the Target Group’s business as currently conducted are identified in Annex B to this Agreement and are valid, have been lawfully implemented and are in full force and effect. Such Annex provides details of any conditions under any such material Target Permit that have been signed off and contains a list of any such conditions that have not been signed off. Except as disclosed in Section 3.9 of the Sellers’ Disclosure Schedule, no applications for consents, authorizations, licenses, permits, permissions or approvals in respect of any Project have been submitted which await determination and there are no decisions or deemed refusals which are or could be subject to appeal. No Governmental Body has provided any written or, to Knowledge of the Sellers, oral notice that it intends to limit, suspend, revoke, withdraw, cancel or modify any such material Target Permits. No claim, action or proceeding (including without prejudice to the generality, any judicial or statutory review) has been asserted or, to the Knowledge of the Sellers, threatened in respect of the Target Permits and to the Knowledge of the Sellers there are no facts, matters or circumstances which could give rise to such proceedings. The Target Companies and the Target Subsidiaries have complied in all material respects with all of the applicable requirements of any applicable Governmental Body and with applicable Laws, without prejudice to the generality, including making all required filings, declarations, listings, registrations, notifications, certifications, reports or submissions, including adverse event reports and that to the Knowledge of the Sellers, there have been no breaches of applicable Laws affecting any Project, the Target Companies, the Target Subsidiaries or the Target Permits. All such filings, declarations, listings, registrations, notifications, certifications, reports or submissions were in compliance with applicable Laws when filed, and no deficiencies have been asserted by any applicable Governmental Body with respect to any Target Permits or filings, declarations, listing, registrations, notifications, certifications, reports, submissions, or other matters and, to the Knowledge of the Sellers, there are no facts that would reasonably give rise to an assertion of such a deficiency.

(b) Other than as set forth in Section 3.9 of the Disclosure Schedule, there are no Planning Agreements binding on the real property used by the Target Group that affect any member of the Target Group’s use of such real property and there are no contractual agreements (written or otherwise) or arrangements relating to community benefit binding on the real property, the Target Companies or the Target Subsidiaries and no such agreements, obligations or contributions are in contemplation.

(c) To the Knowledge of the Sellers, there is no planning, development or road proposal which might materially affect the implementation of the Target Permits, nor the operation of any development permitted by the Target Permits, nor the construction, installation, operation, maintenance and decommissioning of any Project.

(d) To the Knowledge of the Sellers, other than under the Target Permits, no claim or liability (contingent or otherwise) under applicable Laws in respect of the real property used by the Target Group or the Target Permits is outstanding that affects any member of the Target Group, nor is the real property or any development permitted by the Target Permits the subject of a notice to treat or a notice of entry or vesting declaration and no notice, order, resolution or proposal has been published for the compulsory acquisition of the real property or the Real Property Leases (whether in whole or part) or any interest in the real property and to the Knowledge of the Sellers, no circumstances exist which would be reasonably likely to lead to any such notice, order, resolution or proposal.

(f) The Target Companies and the Target Subsidiaries have at all times complied in all material respects with all applicable Laws relating to rights of publicity, privacy, data protection, and the collection, use, storage and disposal of personal information collected, used, or held for use by a Target Company or a Target Subsidiary in the conduct of their businesses, including any registration requirements. No claim, action or proceeding has been asserted or, to the Knowledge of the Sellers, threatened alleging a violation of any Person’s rights of publicity or privacy or personal information or data rights and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any Laws or rule, policy, or procedure related to rights of publicity, privacy, data protection, information security, or the collection, use, storage or disposal of personal information collected, used, or held for use by a Target Company or a Target Subsidiary in the conduct of their businesses. The Target Companies and the Target Subsidiaries take appropriate technical and employee training measures to ensure that such information is reasonably protected against unauthorized access, use, modification, or other misuse.

(a) Section 3.10(a) of the Sellers’ Disclosure Schedule lists all of the Material Contracts in effect as of the date of this Agreement (provided that and for the avoidance of doubt the Sellers shall not be required to disclose the Principal Project Documents). The Sellers have delivered to FID or their counsel a correct and complete copy of each such Material Contract, each as amended or modified, including any written or material waivers currently in effect with respect thereto.

(b) With respect to each Material Contract: (i) such Material Contract is valid, enforceable and in full force and effect and represents a legally valid and binding obligation of the relevant member of the Target Group, and is, to the Knowledge of the Sellers, with respect to each party thereto other than such member of the Target Group, binding and enforceable against such party in accordance with its terms, in each case subject to (A) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (B) rules of law governing specific performance, injunctive relief and other equitable remedies; and (ii) no member of the Target Group is in material breach or default of such Material Contract, and no circumstances exist that would provide any other party a right to terminate for material breach or default of such Material Contract, and to the Knowledge of the Sellers no other party to such Material Contract is in, or has threatened, material breach or default or a right of termination thereof. To the Knowledge of the Sellers, all covenants to be performed by any other party to any Material Contract have been performed in all material respects. No Target Company has received written notice of cancelation or termination (or indicating an intention to cancel or terminate) or, to the Knowledge of the Sellers, oral notice of, cancelation or termination of (or indicating an intention to cancel or terminate), during the three (3) years prior to the date hereof, a Material Contract.

(c) In the last ten (10) years, no member of the Target Group or any of their respective directors, officers, or employees, or to the Knowledge of the Sellers, consultants or agents, is or has been under: (A) any administrative, civil or criminal investigation or indictment by any Governmental Body, or (B) any audit by any Governmental Body.

(e) Copies of the Principal Project Documents are in the possession of the Sellers and will be delivered to FID at Closing:

(i) the Sellers have not been notified of and, to the Knowledge of the Sellers, there is no Action in relation to any Principal Project Document;

(ii) to the Knowledge of the Sellers no Action is threatened or pending in relation to any Principal Project Document; and

(iii) to the Knowledge of the Sellers, no circumstances, facts or matters exist which could result in any of the foregoing.

3.13 Feed-In Tariff. Except as shown in Section 3.10(a) of the Sellers’ Disclosure Schedule, each member of the Target Group has obtained and maintains in force (and has committed no act or omission which has, would, or would be likely to render invalid or susceptible to revocation) a valid certificate and/or accreditation, relating to each Project that has been commissioned which it owns: (a) confirming its status as a “renewable source of electricity” as defined in the United Kingdom’s Regulation 47 of the Climate Change Levy (General) Regulations 2001 (as amended); (b) confirming its accreditation with OFGEM as being capable of receiving levy exemption certificates in relation to exemption from the climate change levy introduced pursuant to the United Kingdom’s Finance Act 2000 and associated legislation (as amended); and (c) confirming its accreditation as a generating station capable of generating electricity from renewable resources as set out in the United Kingdom’s Electricity (Guarantees of Origin of Electricity Produced from Renewable Energy Sources) Regulations 2003. Each Project is an “Eligible Installation” on a “Site”, as such terms are defined under The Feed-In Tariff Order 2012 and Schedule A to Standard Condition 33 of the UK Electricity Supply Licence.

(a) Except as shown in Section 3.14(a) of the Sellers’ Disclosure Schedule, all necessary grid connections to the National Electricity Transmission System (as defined in the Grid Code) in respect of the Projects are currently in place and there are no material issues outstanding in respect thereto.

(b) No member of the Target Group and no Project is in contravention of the Grid Code.

3.15 Certain Business Practices. No member of the Target Group, none of their respective officers, directors, employees and, to the Knowledge of the Sellers, their respective agents, each other Person authorized to act on behalf of such member of the Target Group, and each other Person for whom any member of the Target Group may be liable for, in each case, acting on behalf of such member of the Target Group, seeking to further the business interests of such member of the Target Group, (a) has used or is using any funds for any unlawful contributions, unlawful gifts, unlawful entertainment or other unlawful expenses; (b) has made any direct or indirect unlawful payments to any foreign or domestic Government Official or health care professional; (c) has violated or is violating any Anti-Corruption Laws; (d) has established or maintained, or is maintaining, any unlawful or unrecorded fund of monies or other properties; (e) has made, or is not making, any false, materially misleading, or fictitious entries on its accounting books and records; (f) has made or received, or is making or receiving, any bribe, rebate, payoff, influence payment, kickback or other unlawful payment of any nature, or paid or paying any fee, commission or other payment that has not been properly recorded on the applicable member of the Target Group’s accounting books and records as required by the Anti-Corruption Laws; or (g) has otherwise given or received anything of value to or from any Person for the purpose of obtaining or retaining business or to secure an improper advantage. Each member of the Target Group has adopted and implemented an internal policy to ensure its compliance with applicable Anti-Corruption Laws.

3.16 Related Party Transactions. Save as identified in Section 3.10(a) of the Sellers’ Disclosure Schedule, (i) there are no material obligations of the Sellers or any member of the Target Group to officers, directors, equityholders or employees of any member of the Target Group other than: (a) for payment of salaries and bonuses for services rendered, and (b) reimbursement of customary and reasonable expenses incurred on behalf of such member of the Target Group save as identified in Section 3.10(a) of the Sellers’ Disclosure Schedule, (ii) the Sellers are not directly interested in any Material Contract, and (iii) neither the Sellers nor any of its respective Affiliates (other than the members of the Target Group) owns, leases or subleases any real property, personal property or fixtures or any other assets used by or in connection with the ownership or operation of any of the Projects.

(c) No member of the Target Group is a party to any agreement with any Affiliate or third party relating to allocating or sharing the payment of, or liability for, Taxes.

(ii) no member of the Target Group has declared, made or paid any distribution within the meaning of any legislation in any relevant jurisdiction;

(iv) no disposal has taken place or other event occurred which will or may have the effect that that a chargeable gain could or would accrue to any member of the Target Group.

(p) To the extent required by Laws, each member of the Target Group is duly registered for the purposes of any applicable value added tax (“VAT”) and has duly paid or provided for all amounts of VAT and/or similar Taxes for which such member of the Target Group is liable. Each member of the Target Group has made, given, obtained and kept complete, correct and up-to-date returns, records, invoices and other documents appropriate or required by Laws for those purposes. The registration is not subject to conditions imposed by or agreed with the relevant Tax authority.

(r) No member of the Target Group is, nor has ever been, a close investment holding company as defined in section 34 of Corporation Tax Act 2010 (“CTA 2010”). No distribution within section 1064 of CTA 2010 has been made by any member of the Target Group during the last six years ending on the Closing Date. Any loans or advances made, or agreed to be made, by any member of the Target Group within sections 455, 459 and 460 of CTA 2010 have been disclosed in the Sellers’ Disclosure Schedule. No member of the Target Group has released or written off, or agreed to release or write off, the whole or any part of any such loans or advances.

(s) The Sellers have delivered to FID (i) complete and accurate copies of all Tax Returns for 2011 through 2013, and (ii) complete and accurate copies of the Target Companies’ 2012 and 2013 income Tax provision calculation and supporting workpapers prepared in accordance with UK GAAP (in each case only insofar as the relevant member of the Target Group was then in existence, and (iii) complete and accurate copies of all audit or examination reports and statements of deficiencies assessed against or agreed to by the Target Companies since 2011.

(t) No member of the Target Group has waived any statute of limitations in respect of any Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.

(v) No member of the Target Group has ever made an affirmative election to be treated as a corporation, partnership or disregarded entity for United States Tax purposes.

(b) Except as set forth on Section 3.18(b) of the Sellers’ Disclosure Schedule, neither the execution and delivery of this Agreement nor the transactions contemplated herein (either alone or in combination with any other event) will result in any payment becoming due from any member of the Target Group to any employee, former employee, officer or director of any member of the Target Group.

(a) (i) No member of the Target Group is required to have any Environmental Permits;

(b) Each member of the Target Group is and has been in compliance in all material respects with, and has no Liability under, any and all applicable or required Environmental Laws;

(d) No Releases of Hazardous Substances have occurred and no Person has been exposed to any Hazardous Materials at, from, in, to, on, or under any Site and no Hazardous Substances are present in, on, about or migrating to or from any Site that could give rise to an Environmental Claim against any member of the Target Group;

(f) There are no (i) polychlorinated biphenyl containing equipment, (ii) underground storage tanks, or (iii) asbestos containing material at the Real Property;

(g) There are no Phase I or Phase II environmental assessments, environmental investigations, studies, audits, tests, reviews or other analyses conducted by, on behalf of, or which are in the possession of any member of the Target Group (or any advisors or representatives thereof) with respect to any Real Property which have not been delivered to FID prior to execution of this Agreement;

(h) No member of the Target Group has entered into or is subject to, any judgment, decree, order or other similar requirement of or agreement with any Governmental Body under any Environmental Laws;

3.20 Insurance. Each member of the Target Group has the insurance policies and fidelity bonds of the types and in the amounts set forth in Section 3.20 of the Sellers’ Disclosure Schedule (collectively, “Insurance Policies”). There is no claim (or to the Knowledge of the Sellers, occurrence that would reasonably be expected to give rise to a claim) pending or incurred but not yet reported under any of the Insurance Policies as to which coverage has been or is reasonably expected to be questioned, denied or disputed by the underwriters of such Insurance Policies. The Sellers have provided to FID or their counsel true, correct and complete copies of all Insurance Policies, together with all endorsements, schedules and amendments related thereto. All Insurance Policies are in full force and effect, the policy periods have not yet ended and all premiums due and payable thereon have been paid in full on a timely basis, and each member of the Target Group is in compliance in all material respects with the terms and conditions of such Insurance Policies. To the Knowledge of the Sellers, there is not any threatened cancellation, avoidance, rescission, revocation, non-renewal, termination or material premium increase with respect to any Insurance Policy. Neither the execution of this Agreement nor the consummation of the Acquisition or the other transactions contemplated hereby will result in the termination of any Insurance Policy. The Insurance Policies are, in the reasonable opinion of the Sellers, sufficient for compliance with all Laws and Contracts to which each member of the Target Group, or their respective assets, are subject.

3.21 Litigation. There is no claim, hearing, enforcement, audit, investigation, agency proceeding, charge, lawsuit, action (including arbitration or mediation) or other legal proceeding (“Action”) pending (or, to the Knowledge of the Sellers, threatened) against any member of the Target Group. There is no Action against another Person brought by any member of the Target Group currently pending. No member of the Target Group is a party or subject (as a specifically identified Person against which any of the following were issued) to the provisions of any order, writ, injunction, judgment or decree of any Governmental Body and none of the foregoing is outstanding against any member of the Target Group.

3.22 Authority; Binding Nature of Agreement. Each of the Sellers, have the requisite power, authority and legal capacity to enter into and perform its obligations under this Agreement and to consummate the Acquisition and the other transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Acquisition have been duly authorized by all necessary corporate action on the part of each Seller. This Agreement has been duly executed and delivered by each Seller and, assuming due authorization, execution

and delivery by FID, constitutes the valid and binding obligations of each Seller, enforceable against each Seller in accordance with its terms, except as such enforceability may be limited by: (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights generally, and (b) the availability of injunctive relief and other equitable remedies.

3.24 Non-Contravention; Consents. The execution and delivery of this Agreement by the Sellers and the consummation by the Sellers of the transactions contemplated by this Agreement will not cause a: (i) violation of any of the provisions of the Charter Documents of any member of the Target Group; (ii) violation by any Seller or any member of the Target Group of any Law applicable to any Seller or any member of the Target Group; (iii) Lien to be imposed on any assets of any Seller or any member of the Target Group; or (iv) violation of, or result in the loss of any benefit under or constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancelation under, or accelerate the performance required under any Material Contract or Target Permit binding upon any Seller or any member of the Target Group . Except as set forth on Section 3.24 of the Sellers’ Disclosure Schedule, neither Seller nor any member of the Target Group is required to obtain any Consent from any Governmental Body or party to a Material Contract at any time prior to the Closing in connection with the execution and delivery of this Agreement or the consummation by either Seller of the Acquisition.

3.26 Bank Accounts. Section 3.26 of the Sellers’ Disclosure Schedule sets forth a complete list of: (a) the name of each financial institution in which each Target Company maintains accounts or safe deposit boxes; (b) the names in which such accounts or boxes are held; (c) the type of account and account number; and (d) the name of each person authorized to draw thereon or have access thereto. Section 3.26 of the Sellers’ Disclosure Schedule sets forth the name of each person, corporation, firm or other entity holding a general or special power of attorney from each Target Company and a description of the terms of such power of attorney.

amounts required to pay its debts (including a reasonable estimate of the amount of all contingent liabilities). No transfer of property is being made and no obligation is being incurred in connection with the transactions contemplated by this Agreement with the intent to hinder, delay or defraud either present or future creditors of the Target Group.

FID warrants to the Sellers, as of the date of this Agreement and as of the Closing, as follows:

(a) FID is a private limited company duly incorporated, validly existing and in good standing under the Laws of England.

(b) As at the date of this Agreement, FID does not have any Subsidiaries. FID shall have Subsidiaries from the Closing.

4.2 Authority; Binding Nature of Agreement. FID has the requisite power, authority and legal capacity to enter into and perform its obligations under this Agreement and to consummate the Acquisition and the other transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Acquisition have been duly authorized by all necessary corporate action on the part of FID. This Agreement has been duly executed and delivered by FID and, assuming due authorization, execution and delivery by the Sellers, constitutes the valid and binding obligations of FID, enforceable against FID in accordance with its terms, except as such enforceability may be limited by: (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights generally, and (b) the availability of injunctive relief and other equitable remedies.

5.1 Conduct of the Business of the Target Companies. During the Pre-Closing Period (except with FID’s prior written consent, not to be unreasonably withheld or delayed), the Sellers shall cause each member of the Target Group to (1) use reasonable endeavours to carry on and operate its business in the ordinary course (including authorizing and carrying out development activities consistent with past practice and using commercially reasonable efforts to keep available the services of each member of the Target Group’s current officers and key service providers; provided, however, in no event shall any Target Company put in place any new employee retention agreements) and (2) use best efforts to comply in all material respects with (A) applicable Laws, (B) the requirements of all Material Contracts and (C) the Target Permits, and the Sellers shall, use reasonable endeavours to, procure that neither any member of the Target Group nor any of the Sellers is (or would be at Closing) in breach of Section 3. Without limiting the generality of the foregoing, except as set forth in Section 5.1 of the Sellers’ Disclosure Schedule or to the extent expressly required pursuant to Sections 1, 2, 5 or 6 of this Agreement, the Sellers shall cause each member of the Target Group not to (without the prior written consent of FID, not to be unreasonably withheld or delayed):

(d) incur, or modify in any material respect the terms of, any Debt other than in the ordinary course of business of the Target Group;

(f) (i) waive, release, assign or exercise (other than in the ordinary course of business) any right under, terminate (except for an expiration in accordance with its terms) or make any material change in (whether by amendment or modification or otherwise), any Material Contract, or enter into or renew any Contract (other than automatic renewals of Contracts in existence on the date hereof pursuant to their terms) that, if entered into on or prior to the date hereof, would constitute a Material Contract or (ii) waive any material right of any Target Company under, or abandon, cease to prosecute or fail to maintain, sell or otherwise dispose of or license or assign any Target Permit or Target Intellectual Property;

(g) make any loans, advances or capital contributions to, or investments in, any other Person, except to another member of the Target Group;

(i) (i) merge or consolidate with any Person or adopt a plan of complete or partial liquidation (or resolutions providing for or authorizing such liquidation), dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; or (ii) form any Subsidiary, acquire any Person or acquire (including by merger, consolidation, acquisition of shares, stock or assets or otherwise), directly or indirectly, any securities, properties, interests or businesses;

(k) fail (i) to use reasonable endeavours to keep in full force and effect all Insurance Policies, other than such policies that expire by their terms (in which event each Target Company shall, and shall cause each relevant Target Subsidiary to, use reasonable endeavours so that such policies and coverage will be renewed or replaced) and (ii) to cause each member of the Target Group to ensure that it maintains (including, if required, by renewing the Insurance Policies) substantially the same insurance coverage types and amounts and substantially the same insurance policy premiums as the Insurance Policies up until Closing (it being acknowledged that some of the Insurance Policies will expire on Closing (as described in Section 3.20 of the Sellers’ Disclosure Schedule) and that the Sellers have no obligations to procure any extension of any Insurance Policies beyond Closing);

(p) (i) hire any person for employment with any member of the Target Group or (ii) remove any officer of any member of the Target Group except as contemplated by this Agreement;

(r) write off as uncollectible any notes or accounts receivable, except write-offs in the ordinary course of business consistent with past practice charged to applicable reserves; or

(s) agree or commit to take any of the actions described in clauses “(a)” through “(r)” of this Section 5.1.

(a) During the period ending on 31 July 2015, each Seller (severally and not jointly) shall not, and shall cause each member of the Target Group not to, authorize, instruct or permit their respective officers, directors or employees or instruct any investment banker, attorney or other advisor or representative retained by it to (i) solicit, initiate, facilitate or encourage any inquiries, proposals or offers with respect to, or the submission of, any Takeover Proposal by any Person (other than FID or its Affiliates or representatives) or any inquiry, proposal or offer that is reasonably likely to lead to a Takeover Proposal, (ii) engage, continue or participate in any discussions or negotiations regarding, or furnish or cause to be furnished to any Person any non-public information with respect to, or take any other action intended or reasonably expected to facilitate the making of any inquiry or proposal to any member of the Target Group that constitutes, or may reasonably be expected to lead to, any Takeover Proposal by any Person (other than FID or its Affiliates or their respective representatives) other than to state that they are not permitted to have discussions and to refer to this Agreement, or (iii) resolve to propose or agree to do any of the foregoing. It is understood that any violation of the restrictions set forth in the preceding sentence by any officer, director or employee of any member of the Target Group or any investment banker, attorney or other advisor or representative of any member of the Target Group, acting on behalf of, and with the specific authorization of, such member of the Target Group, shall be deemed to be a breach of this Section 5.2(a) by the Sellers.

(b) The relevant Seller promptly (and in all events within one (1) Business Day) shall advise FID orally and in writing of the receipt of any Takeover Proposal, inquiry or indication of interest that could lead to a Takeover Proposal, or request for nonpublic information and the material terms and conditions of any such Takeover Proposal, inquiry or request, and the identity of the Person making any such Takeover Proposal, inquiry or request (including an accurate and complete copy thereof). The relevant Seller will promptly keep FID informed in all material respects of the status and details (including amendments or proposed amendments) of any such Takeover Proposal. Each Seller severally agrees not to, without the prior written consent of FID, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which that Seller is a party.

6.1 Release. For and in consideration of the amounts payable to the Sellers under this Agreement and subject to such payment including the payment of the Target Company Retired Indebtedness that is owed to the Sellers, effective as of the Closing Date, the Sellers hereby release, acquit and forever discharge each Target Company, FID, LEC, and each of their present and former officers, directors and employees and each of their respective heirs, executors, administrators, successors and assigns, of and from any and all manner of action or actions, cause or causes of action, demands, rights, Damages, Liabilities, debts, dues, sums of money, accounts, reckonings, costs, expenses, responsibilities, covenants, contracts, controversies, agreements and claims whatsoever, whether known or unknown, of every name and nature, both in law and in equity, which any Seller ever had, now has, or which it may have or shall have against any Target Company, FID, their respective Subsidiaries or any other Person referred to above arising out of any matters, causes, acts, conduct, claims, circumstances or events occurring or failing to occur or conditions existing at or prior to the Closing (“Sellers Claims”); provided, however, that notwithstanding the foregoing or anything else contained herein to the contrary, the Sellers are not releasing, acquitting or discharging any Sellers Claims or rights or remedies to which any Seller is entitled under this Agreement or any other agreements entered into in connection with this Agreement.

filing fees in connection with the filings required under this Section 6.2 shall be borne by FID. The Sellers and FID each shall (a) promptly supply the other party and LEC with any information which may be required in order to effectuate such filings, (b) use commercially reasonable efforts promptly to cause the expiration or termination of any applicable waiting periods under the HSR Act and any applicable Other Antitrust Laws, and (c) promptly supply any additional information which may reasonably be required by the FTC, the DOJ or Foreign Antitrust Authorities and which the parties may reasonably deem appropriate. The Sellers and FID will notify the other party and LEC promptly upon the receipt of (i) any comments from any officials of the FTC, the DOJ or Foreign Antitrust Authorities in connection with any filings made pursuant hereto and (ii) any request by any officials of the FTC, the DOJ or Foreign Antitrust Authorities for amendments or supplements to any filings made pursuant to, or information provided to comply in all material respects with, any Laws, including the requirements of the HSR Act and Other Antitrust Laws. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to this Section 6.2, the Sellers, FID or FID’s Affiliates, as the case may be, will promptly inform the other party and LEC of such occurrence and cooperate in filing with the applicable Governmental Body such amendment or supplement. The Sellers and FID shall give the other party and LEC prompt notice of the commencement or known threat of commencement of any proceeding by or before any Governmental Body with respect to the Acquisition or any of the other transactions contemplated by this Agreement, keep the other party informed as to the status of any such proceeding or threat, and in connection with any such proceeding, the Sellers or FID will permit authorized representatives of the other party and LEC to be present at each meeting or conference relating to any such proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such proceeding, provided, however, that LEC shall be solely responsible for the final content of any substantive oral or written communications with any applicable Foreign Antitrust Authorities. Upon the terms and conditions set forth herein, each of the parties shall use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things, necessary, proper or advisable to make effective as promptly as practicable, but in no event later than the End Date, the Acquisition and other transactions contemplated hereby in accordance with the terms hereof, including, if LEC determines in accordance with Section 6.2 that filings with the DOJ, FTC or Foreign Antitrust Authorities are required, obtaining all authorizations, approvals, consents, or expirations of applicable waiting periods in connection with such filings. Notwithstanding anything in this Agreement to the contrary, in no event will FID or LEC be obligated to (A) propose, or agree to accept, any undertaking or condition, to enter into any consent decree, to make any sale, divestiture or disposition, to accept any operational restriction (including any requirement to hold separate (including by trust or otherwise) any business, operations, product lines or assets), (B) take any other action that, in the reasonable judgment of FID or LEC, could be expected to limit the right of FID or LEC, as applicable, to operate, own, operate or retain its business (including, for the avoidance of doubt, the business acquired pursuant to the Other Agreements) or (C) defend any judicial or administrative action or similar proceeding instituted (or threatened to be instituted) by any Person including in connection with obtaining clearance under the HSR Act and approvals from the Foreign Antitrust Authorities.

The Sellers’ obligations under this Section 6.2 shall be several and not joint.

6.4 Access and Cooperation; Due Diligence. Subject to applicable Laws, during the Pre-Closing Period, the Sellers will, and shall cause each member of the Target Group to, afford to the officers and authorized representatives of FID, LEC or their respective Affiliates reasonable access to all of the Target Group’s sites, properties, books and records and will furnish FID and LEC with such additional financial and operating data and other information as to the business and properties of each member of the Target Group as FID, LEC or their respective Affiliates may from time to time reasonably request. The Sellers will (at FID’s cost), and shall cause each member of the Target Group to, cooperate with FID, LEC and their respective Affiliates, representatives, auditors and counsel to the extent reasonably requested in the preparation of any documents or other material which may be required in connection with any documents or materials required by this Agreement, as well as the arrangement of financing by FID, LEC or their respective Affiliates. FID and the Sellers will (and the Sellers shall cause each Target Company to) treat all information obtained in connection with the negotiation and performance of this Agreement as confidential in accordance with the provisions of the Confidentiality Agreement.

6.5 Other Consents. Promptly following the execution of this Agreement, the Sellers shall, and shall cause each Target Company to, cooperate with FID and LEC, and FID shall cooperate with the Sellers and each Target Company by executing any request for a Consent that requires its signature and delivering a request for Consent (or delivering notices, as applicable) under the Contracts listed on Schedule 6.5 of the Sellers’ Disclosure Schedule. The Sellers’ obligations under this Section shall continue post-Closing (but then only in relation to the Sellers and without any obligation to procure any action by any Target Company and only on a several basis and not a joint basis) to the extent that any required Consent relating to such Contracts has not been obtained prior to Closing. Notwithstanding the foregoing and subject to the provisions of this Agreement: (a) no amendment or modification shall be made to any Contract to obtain any required Consent without the prior written consent of FID; and (b) no party hereto nor any of their respective Affiliates shall be required to: (i) dispose or hold separate any part of its or any Target Company’s business, operations, product lines or assets; (ii) not compete in any geographic area or line of business; or (iii) restrict the manner in which, or whether, FID and its Subsidiaries, any member of the Target Group or any of their respective Affiliates may carry on business in any part of the world.

(a) FID shall file or cause to be filed when due (taking into account all extensions properly obtained and at the Sellers’ cost and expense to the extent such Tax Returns relate to any periods that end on or before the Closing Date) all Tax Returns that are required to be filed after the Closing Date and FID shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. With respect to Tax Returns filed by FID that relate to taxable years or periods ending on or before the Closing Date, such Tax Returns shall be prepared in a manner consistent with the past practice of each Target Company, except as otherwise required under applicable Law. With respect to Tax Returns described in the preceding sentence and the portion of any Tax Return for a Straddle Period that relates to the period prior to and including the Closing Date, such Tax Returns (or portions of Straddle Period Tax Returns) shall be

submitted to the Sellers not later than thirty (30) days prior to the due date for filing such Tax Returns (or, if such due date is within sixty (60) days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by the Sellers, which approval may not be unreasonably withheld, conditioned or delayed and which approval (or reasons for non-approval) shall be provided to FID within ten (10) Business Days (or with respect to any Tax Return relating to VAT such period shall be no later than five (5) Business Days prior to the date on which such Tax Return is due to be filed) after the Sellers’ receipt of such Tax Return. FID shall not cause or permit the amendment, refiling or other modification of any Tax Return with respect to any taxable year or period ending on or before the Closing Date without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, conditioned or delayed, unless such approval (or reasons for non-approval) shall not have been provided to FID within ten (10) Business Days (or with respect to any Tax Return relating to VAT such period shall be no later than five (5) Business Days prior to the date on which such Tax Return is due to be filed) after the Sellers’ receipt of such amendment, refiling or other modification of any Tax Return.

(b) FID shall notify the Sellers in writing upon receipt by FID or any Affiliate of FID (including any member of the Target Group), after the Closing Date, of written notice of any pending or threatened federal, state, local or foreign Tax audits or assessments which may materially affect the Tax liabilities of any member of the Target Group for which the Sellers would be required to indemnify any FID Indemnified Party pursuant to Section 9.1(a)(iii) of this Agreement (“Tax Claim”). FID shall take (or shall procure that the relevant member of the Target Group shall take) such action as the Sellers may reasonably request in writing to dispute, resist, appeal, compromise or defend the Tax Claim, provided, however, that FID shall not be required to take any such action (i) unless FID and the relevant members of the Target Group are each promptly indemnified and secured to FID’s reasonable satisfaction by the Sellers against all losses, costs, damages and expenses that are or may be thereby incurred, or (ii) if, in FID’s reasonable opinion, the action is likely to affect adversely either the future liability of FID or the relevant members of the Target Group to Tax or to be prejudicial to the business affairs or financial interests of any of them or of any person connected with any of them, or (iii) unless any appointment of legal or other professional advisers, including Tax counsel, has been approved in writing by FID (such approval not to be unreasonably withheld or delayed), or (iv) that would require any member of the Target Group to take any action against an employee or director of such member of the Target Group, FID or any person connected with any of them, or (v) that constitutes the making of a settlement or compromise of the relevant Tax Claim unless FID’s consent in writing is obtained, such consent not to be unreasonably withheld or delayed. FID and/or the relevant member of the Target Group shall be free to pay or settle a Tax Claim on such terms as it may in its absolute discretion consider fit if such Tax Claim involves an allegation of fraud, gross negligence or willful default. If the Sellers do not request FID to take any appropriate action within twenty-one (21) days of notice to the Sellers, or no action is required to be taken by virtue of any of the preceding provisions in (i) – (v) above, FID shall be free to satisfy or settle (or to allow the relevant member of the Target Group to satisfy or settle) the relevant Tax liability on such terms as it may determine in its sole discretion. FID and the relevant member of the Target Group shall not be required to resist any dispute before any court, tribunal or other appellate body unless it has been advised by leading independent Tax counsel with at least ten (10) years of professional experience, after disclosure of all relevant information and documents, that it is reasonable to resist the Tax Claim in the manner proposed by the Sellers. In the event of any inconsistency or conflict between this Section 6.6(b) and Section 9.1(c), this Section 6.6(b) shall be applicable and not Section 9.1(c).

(c) FID, each Target Company and the Sellers shall cooperate as and to the extent reasonably requested by the other party, in connection with the preparation and filing of Tax Returns, and any proceeding, assessment, enquiry, investigation, dispute, audit or review by a Governmental Body with respect to Taxes. Such cooperation shall include signing any Tax Returns, amended Tax Returns, claims or other documents necessary to settle any Tax controversy or dispute, executing powers of attorney, the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such proceeding, investigation, audit or review and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided under this Agreement. FID and the Sellers agree to retain all books and records with respect to Tax matters pertinent to each member of the Target Group relating to any taxable period beginning before the Closing Date until the later of (i) the expiration of the statute of limitations (and, to the extent notified by FID or any member of the Target Group, any extensions thereof) of the respective taxable periods and (ii) the final resolution of any indemnification claims made by a FID Indemnified Party relating to Taxes prior to any such expiration of the statute of limitations, and to abide by all record retention agreements entered into with any taxing authority.

(d) Notwithstanding anything to the contrary in this Agreement, the Sellers shall indemnify FID for all employment Taxes attributable to the payment by or on behalf of each of the Sellers (at any time) or by any member of the Target Group (in respect of any agreement entered into prior to Closing) of any remuneration or compensation in connection with the transactions contemplated by this Agreement, and such amounts shall reduce or be deducted from the consideration otherwise payable pursuant to this Agreement.

(a) (1) During the Pre-Closing Period, the Sellers shall promptly notify FID and LEC of, and furnish FID and LEC with any information they may reasonably request with respect to (i) the occurrence of any event or condition or the existence of any fact that may cause any of the conditions to the obligation of FID to consummate the Acquisition set forth in Section 7 to not be satisfied, (ii) the occurrence of any event or condition or the existence of any fact that could result in any warranty made by the Sellers in Section 3 to be materially untrue or inaccurate, (iii) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, could become a default under any Material Contract, (iv) any material actions, suits, claims or proceedings in connection with the Acquisition, (v) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the Acquisition, or (vi) the occurrence of any event or condition or the existence of any fact which has had a Target Group Material Adverse Effect or the occurrence or non-occurrence of any event or condition that could be reasonably expected, individually or in the aggregate, to result in a Target Group Material Adverse Effect; (2) provided, however, if any such notification is (x) received at least five (5) Business Days prior to the Closing Date, (y) such notification pertains to a matter that came into existence or

occurred after the date of this Agreement, and (z) FID consummates the Closing, then such disclosure shall be (to the extent that such disclosure constitutes fair disclosure) deemed to have qualified any warranty made by the Sellers in Section 3 to which it expressly relates for purposes of determining whether there has been a breach of such warranty for purposes of any indemnification to be provided by the Sellers pursuant to Section 9, and (3) provided further, for the avoidance of doubt: (A) such circumstance shall give rise to an adjustment in accordance with Section 2.3 if applicable, and (B) Section 6.7(a)(2) shall not operate to qualify, release, discharge or reduce any liability of the Sellers in relation to any failure by the Sellers to perform any of their other covenants or obligations set forth in this Agreement.

(b) The Sellers’ satisfaction of the notification obligations in Section 6.7(a) shall not relieve the Sellers of any of their other obligations under this Agreement and, except as expressly provided in the proviso in Section 6.7(a), no information delivered to FID or LEC pursuant to this Section 6.7 shall (i) amend the Sellers’ Disclosure Schedule, (ii) impact the accuracy of any of the warranties made by the Sellers in this Agreement, (iii) determine whether any of the conditions set forth in Section 7 has been satisfied or (iv) limit or otherwise affect the Indemnified Parties’ rights to indemnification pursuant to Section 9.

6.8 Regulatory Matters. During the Pre-Closing Period, to the extent not prohibited by applicable Laws, the Sellers shall, and shall cause each member of the Target Group to, provide FID with a reasonable opportunity (given the circumstances) to consult with the Sellers and any relevant member of the Target Group prior to the Sellers or any such member of the Target Group making any material correspondence, communication, notification or consultation with or by any Governmental Body.

6.9 Unpaid Target Company Expenses; Target Company Retired Indebtedness. On the Closing Date, FID shall procure that the relevant member of the Target Group pays any Unpaid Target Company Expenses and Target Company Retired Indebtedness reflected on the Closing Financial Certificate. On or prior to the Closing, the Sellers shall have caused to be released all Liens (other than Permitted Liens) in and upon any of the properties and assets of the Target Group, except that any such release may be conditional upon such payment being made.

6.10 Final Financial Statements. In addition to the Sellers’ obligations under Section 6.11, the Sellers shall provide prior to the Closing Date, in sufficient time to enable FID to review, the unaudited management accounts of each Target Company prepared in the same format and on a consistent basis as previous such management accounts, as of the end of all fiscal quarters ended after December 31, 2014 and which have ended at least 15 Business Days prior to the Closing Date.

(a) The Sellers shall furnish or cause to be furnished to LEC and the Underwriters and at FID’s cost all of the information concerning the Sellers, the members of the Target Group and the Projects reasonably required by LEC for inclusion in, and will cooperate with FID, LEC and the Underwriters in the preparation of, the Registration Statement and the prospectus included therein (including audited, unaudited and pro forma financial statements, prepared in accordance with US GAAP, in form suitable for inclusion in the Registration

Statement). The Sellers agree to promptly advise LEC if at any time prior to the 25th day after the date of the final prospectus of LEC utilized in connection with the IPO the Specified Information becomes incorrect or incomplete in any material respect to the Knowledge of the Sellers, and to provide the information needed to correct such inaccuracy. Insofar as the information relates solely to the Sellers or the members of the Target Group, each Seller warrants that the information provided by them pursuant to this Section 6.11(a) which is set out in the Specified Information will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Buyer shall provide to the Sellers the form of the Specified Information on or before the date of this Agreement and any further amendments thereto requested by FID or LEC shall require the consent of the Sellers, such consent not be unreasonably withheld delayed or conditioned.

The Sellers’ obligations under this Section 6.11(a) shall be several (in respect of the relevant Seller) and not joint to the extent that any applicable information relates to an individual Seller.

(b) If, prior to the 25th day after the date of the final prospectus of LEC utilized in connection with the IPO, the Sellers become aware of any fact or circumstance which it knows would change (or, if after the Closing Date, would have changed) a warranty of the Sellers in this Agreement or would affect any document delivered pursuant hereto in any material respect, the Sellers shall immediately give notice of such fact or circumstance to LEC; provided, however, such notification shall not relieve the Sellers of their obligations under this Agreement.

(c) The Sellers’ obligations under this Section 6.11 shall be several (in respect of the relevant Seller) and not joint to the extent that any applicable information relates to an individual Seller.

6.12 Post-Closing Cooperation. For a period of six months following the Closing, the Sellers shall provide such assistance and cooperation as FID may reasonably request in connection with the transfer of the operations of the Target Group from the Sellers to FID.

(a) During the period until October 31, 2016, FID shall allow the Sellers and their representatives reasonable access to each Project to monitor the turbines associated with such Project and reasonable access to the manufacturers of the turbines for each Project to discuss performance issues, in each case at all reasonable times so as not to interfere with the business of FID.

(b) During the period until all of the Projects have been Accredited, FID shall procure that such person as the Sellers may nominate from time to time shall remain a registered user of any accreditation system and that such person is authorized to submit and deal with accreditation requests in relation to the Projects.

7.1 Accuracy of Warranties. Except as may be fairly disclosed in the Sellers’ Disclosure Schedule or pursuant to Section 6.7(a), the warranties of the Sellers in this Agreement and in any certificates, documents or agreements furnished by any member of the Target Group or the Sellers pursuant to this Agreement (other than Section 3.3) that are qualified by materiality shall be true and correct in all respects both when made and as of the Closing Date, and each such warranty that is not so qualified shall be true and correct in all material respects both when made and as of the Closing Date, (except in each case, to the extent expressly made as of an earlier date, in which case as of the earlier date), and the warranties of the Sellers pursuant to Section 3.3 shall be true and correct in all respects both when made and as of the Closing Date.

7.2 Performance of Covenants. Each Target Company and the Sellers shall have performed and complied with, in all material respects, all of its covenants and obligations set forth in this Agreement required hereby to be performed by them at or before the Closing (to the extent that such covenants and obligations require performance by the Target Company at or before Closing).

7.5 No Governmental Litigation. There shall not be pending or threatened before any court of competent jurisdiction or other Governmental Body any Action (a) to which a Governmental Body is a party, and (b) that would or would reasonably be expected to (i) restrain, enjoin, prevent, prohibit or make illegal the consummation of the Acquisition or the other transactions contemplated by this Agreement, (ii) impose limitations on the ability of FID effectively to exercise full rights of ownership of all of the Shares, (iii) prohibit FID or any of its Affiliates from effectively controlling in any material respect the business or operations of any Target Company, or (iv) prohibit or limit the ownership or operation by FID, its Affiliates or any Target Company, or to compel FID, its Affiliates or any Target Company to dispose of, hold separate or license any material portion of the business or assets of FID, its Subsidiaries or any Target Company, as a result of the Acquisition or any of the other transactions contemplated by this Agreement.

7.6 No Target Group Material Adverse Effect. Since the date of this Agreement there shall have been no Target Group Material Adverse Effect.

7.7 Termination of Related Party Agreements. Except as set forth on Section 7.7 of the Sellers’ Disclosure Schedule and as consented to by FID or as required by this Agreement, and subject to the payment of all Target Company Retired Indebtedness owed to the Sellers as required by this agreement, all existing agreements (and intercompany accounts) between any member of the Target Group, on the one hand, and the Sellers or any of their respective Affiliates, or its or their respective shareholders, directors, officers or employees (other than the member of the Target Group), on the other hand, shall have been cancelled effective prior to or as of the Closing Date without any further obligation or liability of any member of the Target Group.

7.8 Opinion of Counsel. FID shall have received an opinion from counsel to CWE, dated the Closing Date, in the form annexed hereto as Annex A. The Underwriters shall have received a copy of the same opinion addressed to them.

7.9 Registration Statement. The Registration Statement shall have been declared effective by the SEC.

7.10 Closing of the IPO. The closing of the sale of LEC Stock to the Underwriters in the IPO shall have occurred simultaneously with the Closing Date hereunder with a resulting Market Capitalization of at least $300,000,000.

7.11 Remeasure Methodology. The Remeasure Condition shall have been satisfied. The parties may waive such condition by agreement in writing.

7.12 Withholding. The Sellers have delivered to FID an appropriate, correctly completed, and executed form W-8 (or applicable successor form), with appropriate attachments, in the forms set out in Annex C, no later than 15 May 2015. FID may waive this condition by written notice to the Sellers.

7.13 Closing Steps Memorandum. The parties shall have agreed, in each case acting reasonably, a written memorandum setting forth the order of actions to be undertaken at Closing.

The obligation of the Sellers to effect the Acquisition and otherwise consummate the transactions contemplated by this Agreement is subject to the satisfaction (or waiver by the Sellers), at or prior to the Closing, of the following conditions:

8.4 No Restraints. No temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the Acquisition by the Sellers shall have been issued by any court of competent jurisdiction or other Governmental Body and remain in effect, and no material Law shall have been enacted since the date of this Agreement that makes consummation of the Acquisition illegal.

8.6 Registration Statement. The Registration Statement shall have been declared effective by the SEC.

8.8 Remeasure Methodology. The Remeasure Condition shall have been satisfied. The parties may waive such condition by agreement in writing.

8.9 Guarantee to Have Become Effective. FID shall have become a direct or indirect subsidiary of LEC and the Guarantee in Section 2.12 shall therefore have become effective.

8.10 Closing Steps Memorandum. The parties shall have agreed, in each case acting reasonably, a written memorandum setting forth the order of actions to be undertaken at Closing.

(a) Subject to the other provisions of this Section 9 and in full satisfaction of any other rights that FID might otherwise have had under the relevant provisions of this Agreement, the Sellers shall indemnify FID and LEC (from and after the Closing) (each a “FID Indemnified Party”) in respect of, and hold them harmless and defend against, in all cases subject to the limitations set forth in this Section 9, any Damages, whether or not arising out of a third-party claim, suffered by such FID Indemnified Party resulting from or relating to:

(i) any inaccuracy in or breach of, as of the date hereof or as of the Closing Date, any warranties made by the Sellers in this Agreement or any certificates furnished by any Target Company or the Sellers pursuant to this Agreement;

(ii) any breach or failure of any Target Company or the Sellers to perform any covenant or agreement contained in this Agreement to be performed at or prior to the Closing;

(iii) all Taxes imposed on, payable or relating to any member of the Target Group for all periods (or portions thereof) ending on or before the Closing Date (except to the extent taken into account in calculating Target Company Current Liabilities) including any Tax imposed on or relating to any member of the Target Group with respect to any Pre-Closing Period, including as a result of a loss, or the use or set off against income, profits or gains earned, accrued or received on or before the Closing of any Relief shown as an asset in the Target Company Current Assets of each member of the Target Group or as a result of the use or set off of a FID’s Relief (which is a Relief arising in respect of an event occurring on or after the date of the Financial Statements) where but for such use or set off any member of the Target Group would have had a Liability for Tax for which the Sellers would have been liable under this Agreement; provided, however, that the Sellers shall not be liable to the extent that such Taxes are increased as a result of any action taken by FID or any of its Affiliates after the Closing that is out of the ordinary course of business and not contemplated by this Agreement or the Registration Statement;

and any claim under any such provision shall be a Claim and any such claim in respect of Tax shall be a Tax Claim.

(b) Subject to the other provisions of this Section 9, FID shall indemnify the Sellers (the “Sellers Indemnified Party”) in respect of, and hold them harmless and defend them against, any Damages suffered by the Sellers Indemnified Party resulting from, relating to or otherwise in connection with:

(ii) any breach or failure of FID to perform any covenant or agreement contained in this Agreement.

(c) In the event an Indemnified Party becomes aware of a third-party claim (including any Action commenced or threatened to be commenced by any third-party) that it reasonably believes may result in indemnification pursuant to this Section 9.1, a written notice of such claim (such notice, the “Claim Notice”) shall be delivered, in the case of a FID Indemnified Party, to the Sellers, and in the case of the Sellers Indemnified Party, to FID. The Claim Notice shall be accompanied by reasonable supporting documentation submitted by the third party making such claim and shall describe in reasonable detail (to the extent known to the Indemnified Party) the facts constituting the basis for such claim and the amount of the claimed damages; provided, however, that no delay or failure on the part of an Indemnified Party in delivering a Claim Notice shall relieve any Indemnifying Party from any liability hereunder except and to the extent such Indemnifying Party has been actually prejudiced by such delay or failure. Within ten (10) days after receipt of any Claim Notice by a FID Indemnified Party, the Sellers may, upon written notice thereof to FID, assume control of the defense of the claim referred to therein at the Sellers’ sole cost and expense with counsel reasonably satisfactory to FID so long as (i) such claim is not a criminal proceeding, (ii) such claim does not seek an injunction or equitable or non-monetary relief against any Indemnified Party (except where non-monetary relief is merely incidental to a primary claim or claims for monetary damage), (iii) such claim has not and would not reasonably be expected to result in Damages in excess of the amounts available for indemnification pursuant to this Section 9, (iv) upon petition by an Indemnified Party, the appropriate court does not rule that the Indemnifying Party failed or is failing to defend in good faith such claim, and (v) the Indemnifying Party within thirty (30) calendar days of the receipt of notice of such claim (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) notifies the Indemnified Party of its intent to do so, together with an acknowledgement that such claim is subject to indemnification hereunder by sending a written notice to the Indemnified Party, and (vi) such claim is not likely to cause damage to a Target Company’s goodwill or reputation. Within ten (10) days after receipt of any Claim Notice by the Sellers, FID may, upon written notice thereof to the Sellers, assume control of the defense of the claim referred to therein at FID’s sole cost and expense with counsel reasonably satisfactory to the Sellers. The party not controlling the defense of such claim (the “Non-controlling Party”) may participate therein at its own expense; provided, however, that if the Sellers or FID, as applicable, assumes control of the defense of a claim and

the Sellers and FID have materially conflicting interests or different defenses available with respect to such claim which cause the Sellers or FID, as applicable, to hire its own separate counsel with respect to such proceeding, the reasonable fees and expenses of such separate counsel shall be considered “Damages” for purposes of this Agreement. The party controlling the defense of such claim (the “Controlling Party”) shall: (i) keep the Non-controlling Party advised of the status of such claim and the defense thereof (including all material developments and events relating thereto) and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto; and (ii) make available to the Non-controlling Party any documents or materials in its possession or control that may be necessary to understand the defense of such claim. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise reasonably cooperate with and assist the Controlling Party in the defense of such claim. If the Indemnifying Party does so assume control of the defense of any third party claim, (i) the Indemnified Party shall not agree to any settlement, compromise or consent to judgment with respect to such third party claim without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld, conditioned or delayed and (ii) the Indemnifying Party, may, without the consent of the Indemnified Party, agree to any settlement, compromise, or consent to judgment with respect to such third party claim (including on behalf of the relevant Target Company and the Indemnified Parties); provided, that any such settlement, compromise or consent to judgment consists solely of monetary obligations to be funded by the Indemnifying Party, does not contain an admission of guilt or liability by the Indemnified Party and includes as an unconditional term thereof the giving by the claimant or the plaintiff of a full release of the Indemnified Party and its Affiliates, reasonably satisfactory to the Indemnified Party, from all liability with respect to such third party claim.

(d) In order to seek indemnification under this Section 9, an Indemnified Party shall deliver a written demand (an “Indemnification Demand”) with reasonable promptness to the Sellers, in the case of a FID Indemnified Party, and FID, in the case of a Sellers Indemnified Party, for forwarding to the party(s) providing indemnification pursuant to Section 9.1(a) or Section 9.1(b), as applicable (such party providing indemnification, the “Indemnifying Party”). The Indemnification Demand shall contain (i) a description and the amount of any Damages incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under Section 9.1(a) or Section 9.1(b), as applicable, for such Damages and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the amount of such Damages. If the Sellers or FID, as applicable, fail(s) to notify the Indemnified Party within sixty (60) days following receipt of an Indemnification Demand from such Indemnified Party that it disputes the indemnity claimed therein, the indemnity claim set forth in the Indemnification Demand shall be conclusively deemed a liability to be indemnified under this Section 9, and the Indemnified Party shall be indemnified for the amount of the Damages stated in such Indemnification Demand on demand.

(i) on the date that is the eighteen (18) month anniversary of the Closing Date in respect of the warranties which are not Fundamental Warranties or FID Fundamental Warranties;

(iii) on the date that is the seven (7) year anniversary of the Closing Date in respect of the warranties contained in Section 3.17 (Tax Matters).

(a) The total Liability of the Sellers to the FID Indemnified Parties for Damages under this Agreement shall not exceed the following:

(ii) in the case of Damages arising from a breach of or inaccuracy in any Fundamental Warranty, or Section 9.1(a)(iii), an amount equal to the Cash Consideration; and

(iii) in the case of a claim by either FID and/or LEC, shall not exceed the amount that would have been payable to FID in respect of that claim if FID had made a claim (it being acknowledged that any damages shall be calculated by the amount payable under this agreement and not on the amount paid or payable by LEC to the current owners of FID and any amount payable by the Sellers to either of FID or LEC shall be deducted from any claim in respect of the same subject matter brought by the other it being agreed that the Sellers shall only be liable to pay damages once in respect of any claim and that there shall be no double counting).

(iv) No limitation shall apply to any Liability of the Sellers for Damages arising from common law fraud or from willful breach of the Agreement by the Sellers.

(i) unless the liability of the Sellers in respect of that Claim (or a series of connected Claims) would exceed £10,000, excluding any liability for costs and interest;

(ii) to the extent the amount of such Claim was taken into account in calculating the Target Group Current Liabilities, the Target Company Retired Indebtedness, the Unpaid Target Company Expenses;

(iv) until the liability to which that Claim relates is due for payment and is capable of being quantified. Where any such contingent Claim is notified to the Sellers by FID in accordance with Section 9.2(b), the nine (9) month time limit referred to therein shall commence from the date on which FID is notified or otherwise becomes aware that the relevant liability has become due and is capable of being quantified,

and the Sellers shall not be liable under or in connection with this Agreement for (A) any loss of profit; (B) loss of management time; or (C) for any indirect or consequential loss of any kind.

(c) Except for a failure of FID to pay any of the Cash Consideration (for which failure the total Liability of FID to the Sellers Indemnified Parties shall be the amount of such payment(s) owed plus all Damages incurred to collect such payment(s) owed) and interest thereon until the date of payment, the total Liability of FID to the Sellers Indemnified Parties for Damages under Section 9.1(b) shall not, in the aggregate, exceed the Cash Consideration; provided, however, that nothing in this Agreement (including the foregoing) shall limit any Sellers Indemnified Party’s recourse against FID arising from common law fraud or from willful breach of this Agreement.

(d) Notwithstanding anything to the contrary contained in this Agreement, neither the FID Indemnified Parties nor the Sellers Indemnified Parties shall be entitled to recover any Damages under Section 9.1(a)(i) or Section 9.1(b)(i), as applicable, unless and until the aggregate amount of all Damages for which they would otherwise be entitled to indemnification under such provision exceed £65,004.97 (the “Indemnity Threshold”), at which point, such Indemnified Parties shall become entitled to be indemnified only in excess of the Indemnity Threshold; provided, however, that the Indemnity Threshold shall not apply to any Damages related to the inaccuracy in or breach of any of the Fundamental Warranties or FID Fundamental Warranties, common law fraud or willful breach of this Agreement.

(e) If any FID Indemnified Party receives an indemnification payment from any Seller, that Seller shall be entitled to exercise and shall be subrogated to any rights and remedies (including rights of indemnity, rights of contribution and rights of recovery) that such FID Indemnified Party may have against any other Person with respect to any Damages, circumstance or matter to which such indemnification payment is related (other than any Damages, circumstance or matter relating to Tax); provided, however, that such right of the Sellers shall be limited to the extent of the indemnification payment received by such FID Indemnified Party. Upon reasonable written request of the Sellers and to the extent reasonably necessary to permit any Seller to exercise its rights of subrogation hereunder, FID or the relevant member of the Target Group shall take such actions as are reasonably necessary to assign to the relevant Seller any claim (or portion of a claim) either FID or such relevant member of the Target Group has against such other Person with respect to the Damages, circumstance or matter to which such indemnification payment relates.

(f) Absent common law fraud or absent willful breach of this Agreement, and subject to Section 10.2, the indemnification and other provisions contained in this Section 9 are intended to provide the sole and exclusive remedy following the Closing as to all money damages for any Action arising out of the subject matter of this Agreement or related to the Acquisition (it being understood that nothing in this Section 9 or elsewhere in this Agreement shall affect the parties’ rights to specific performance or other equitable remedies to enforce the parties’ obligations under this Agreement). Nothing in this Agreement shall limit FID’s recourse against the Sellers pursuant to the terms of any document to which the Sellers are a party, such as an acknowledgment and release or letter of transmittal.

(g) After the Closing, the Sellers shall not have any right of contribution against FID or any member of the Target Group, or any of their directors, officers or employees, for any breach of any warranty, covenant or agreement.

(A) it is output tax in respect of a receivable that has not been included in the Closing Financial Certificate;

(B) it constitutes interest, penalties, a fine or a charge arising from a failure to pay Tax promptly after the Sellers have made a payment of an amount to FID or LEC in respect of that Tax; or

(D) it would not have arisen but for a cessation, or change in the nature or conduct, in each case after Closing, of any trade or business carried on at Closing; or

(E) it arises or is increased by virtue of the Company’s average rate of corporation tax increasing as a result of becoming a member of FID’s Group; or

(F) save where such failure arises as a result of a breach by the Sellers of their obligations under this Agreement, it arises as a result of the failure to submit or the failure to submit within appropriate time limits or on a proper basis the returns or computations required to be made or the failure to make such payments as are assumed to be made for the purposes of provisions in the Closing Financial Certificate (as adjusted by any correction resulting in a Post-Closing Adjustment).

(a) Where a claim under this Agreement relates to Damages relating to Tax, the Sellers shall pay to FID the amount due from it under this Agreement in respect thereof on or before the date which is the later of the date ten (10) Business Days after demand is made therefor under this Agreement and the fifth Business Day prior to the latest date on which the Tax in question can be paid to the relevant Tax authority in order to avoid a liability to interest or penalties accruing.

(b) Where a claim in respect of Damages relating to Tax under this Agreement relates to the loss or set off of a right to a repayment of Tax (which the parties agree may only be made if such right was shown as an asset in the Closing Financial Certificate (as adjusted by any correction resulting in a Post-Closing Adjustment)), the Sellers shall pay to FID the amount claimed under this Agreement in respect thereof on or before the date which is the later of the date ten (10) Business Days after demand is made therefor under this Agreement and the date when such repayment would have been due were it not for such loss or setting off.

(c) Where a claim in respect of any loss relating to Tax under this Agreement relates to the loss, use or set off of any Relief, the Sellers shall pay to FID the amount claimed under this Agreement in respect thereof on or before the date which is the later of the date ten (10) Business Days after demand is made therefor under this Agreement, and:

(d) Any sum not paid by the Sellers on the due date for payment specified in this Section 9.4 shall bear interest (which shall accrue from day to day after as well as before any judgment for the same) at a yearly rate of two percent (2%) above the base lending rate of HSBC Bank plc from time to time from the due date to and including the day of actual payment of such sum, compounded quarterly. Such interest shall be paid on the demand of FID.

(a) For the avoidance of doubt, the Sellers are not giving any warranty in relation to the pro-forma financial statements for the periods ending December 31, 2014 provided by the Sellers to LEC for inclusion in the Registration Statement.

10.1 Termination. This Agreement may be terminated, and the Acquisition may be abandoned, prior to the Closing only as follows:

(b) by either FID or the Sellers, acting jointly, if the Acquisition shall not have been consummated by the End Date; provided, however, that a party shall not be permitted to terminate this Agreement pursuant to this Section 10.1(b) if the failure to consummate the Acquisition by the End Date is attributable to a failure on the part of such party to perform any covenant in this Agreement required to be performed by such party at or prior to the Closing;

(c) by either FID or the Sellers, acting jointly, if a court of competent jurisdiction or a Governmental Body shall have issued a final and non-appealable order having the effect of restraining, enjoining or otherwise prohibiting the Acquisition or any Law is enacted or deemed applicable to the Acquisition that makes consummation of the Acquisition illegal;

(d) by FID (provided, that, it is not then in material breach of any of its warranties, covenants, obligations or other agreements contained in this Agreement) in the event of a material breach by the Sellers of any of their warranties, covenants, obligations or other agreements contained in this Agreement which (i) would give rise to the failure of a condition set forth in Section 7.1 or Section 7.2 (notwithstanding any notification provided by the Sellers in accordance with Section 6.7(a)) and (ii) cannot be or has not been cured within thirty (30) Business Days after the delivery of written notice to the Sellers of such breach;

(e) by the Sellers, acting jointly, (provided, that, they are not then in material breach of any of its warranties, covenants or agreements under this Agreement) in the event of a material breach by FID of any of its respective warranties, covenants, obligations or other agreements contained in this Agreement which (i) would give rise to the failure of a condition set forth in Section 8.1 or Section 8.2 and (ii) cannot be or has not been cured within thirty (30) Business Days after the delivery of written notice to FID of such breach; or

10.2 Effect of Termination. In the event of the termination of this Agreement as provided in Section 10.1, this Agreement shall forthwith become void and of no further force or effect and there shall be no further liability on the part of any party; provided, however, that (i) this Section 10.2, Section 6.4, Section 9, Section 11, Exhibit A and the Confidentiality Agreement shall survive the termination of this Agreement and shall remain in full force and effect and (ii) neither the Sellers nor FID shall be relieved of any obligation or Liability arising from any willful breach by such party of any provision of this Agreement prior to the date of such termination and the parties shall, in all events, remain bound by and continue to be subject to the provisions set forth in this Section 10.

11.1 Amendment. This Agreement may not be amended except by an instrument in writing signed by each of the parties hereto and LEC.

11.4 Entire Agreement. This Agreement (including the Sellers’ Disclosure Schedule), and all other written agreements to be entered into pursuant to this Agreement and all certificates to be delivered to FID pursuant to this Agreement constitute the entire agreement and supersedes all prior agreements and understandings, both written and oral, among or between any of the parties with respect to the subject matter hereof and thereof; provided, however, that the Confidentiality Agreement shall not be superseded and shall remain in full force and effect until the Closing, at which point it shall terminate. In entering into this Agreement, each party hereto acknowledges that it is not relying upon, and has not been induced to enter into this Agreement by, any pre-contractual statement which is not expressly set out in them.

11.7 Assignability. This Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the parties hereto and their respective successors and assigns; provided, however, that neither this Agreement nor any of the rights hereunder may be assigned by any party hereto without the prior written consent of the other parties, and any attempted assignment of this Agreement or any of such rights without such consent shall be void and of no effect, except that FID may assign this Agreement or any such rights hereunder to an Affiliate, without the prior written consent of the Sellers. Notwithstanding the foregoing, FID may make a collateral assignment of this Agreement without the consent of the Sellers to any lender or agent thereof for financing purposes with respect to the transactions contemplated by this Agreement.

(c) For the avoidance of doubt: (i) LEC and FID shall not be entitled to recover from the Sellers in respect of the same loss under this Agreement, (ii) the Sellers shall not be liable for the same loss more than once; and (iii) if a claim is brought by any party other than FID, the maximum liability of the Sellers in respect of such claim shall not exceed the amount FID could have recovered had it brought such claim.

First Floor, River Court, The Old Mill Office Park, Mill Lane, Godalming, Surrey GU7

11.10 Severability. If any provision in this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, the provision shall apply with whatever deletion or modification is necessary so that the provision is legal, valid and enforceable and gives effect to the intention of the parties hereto. To the extent that it is not possible to delete or modify the relevant provision, in whole or in part, then such provision or part of it shall, to the extent that it is illegal, invalid or unenforceable, be deemed not to form part of this Agreement and the legality, validity and enforceability of the remainder of this Agreement shall, subject to any deletion or modification made under this Section 11.10, not be affected.

11.11 Press Releases. If FID and the Sellers agree to issue a press release with respect to the Acquisition and the other transactions contemplated by this Agreement, such press release shall be a joint press release and shall not be issued or otherwise made publicly available until approved for such release by FID and the Sellers. Thereafter, FID and the Sellers shall consult with each other before issuing, and provide each other reasonable opportunity to review and comment upon, any press release or other public statements with respect to the Acquisition and the other transactions contemplated hereby, and shall not issue any such press release or make any such public statement prior to such consultation and obtaining written consent of such other parties. Notwithstanding the foregoing, FID and LEC shall be permitted to make any public statement without obtaining the written consent of the Sellers if (a) the disclosure is required by applicable Law or the requirements of the SEC, the New York Stock Exchange or Nasdaq, as applicable, or other comparable Foreign Antitrust Authorities or markets or stock exchanges, or as is otherwise customary with respect to the IPO and (b) FID has first used its commercially reasonable efforts to consult with (but not to obtain the written consent of) the Sellers about the form and substance of such disclosure.

11.12 No Implied Representations or Warranties. The parties acknowledge that, except as expressly provided in Sections 3 and 4, the Sellers’ Disclosure Schedule and the certificates and agreements contemplated by this Agreement, none of the parties hereto has made or is making any representations or warranties whatsoever, implied or otherwise.

11.13 Specific Performance. Subject to Section 9.3(f), the rights and remedies of the parties hereto shall be cumulative (and not alternative). Each of the parties hereto agrees that this Agreement is intended to be legally binding and specifically enforceable pursuant to its terms and that FID and the Sellers would be irreparably harmed if any of the provisions of this Agreement are not performed in accordance with their specific terms and that monetary damages would not provide adequate remedy in such event. Accordingly, in addition to any other remedy to which a non-breaching party may be entitled at law, a non-breaching party shall be entitled to seek injunctive relief to prevent breaches of this Agreement and to specifically enforce the terms and provisions hereof.

(g) All references to “£” are references to pounds sterling and all payments hereunder shall be made in pounds sterling.

11.16 Adjustment to Cash Consideration. Any payment by the Sellers to FID or by FID to the Sellers hereunder, shall be treated as an adjustment to the Cash Consideration for all Tax purposes, except as otherwise required under applicable Law

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered as of the date first above written.

“Accredited” means in relation to a Project that such Project has been Commissioned and the Eligibility Date has occurred.

“Acquisition” shall have the meaning set forth in the recitals of the Agreement.

“Adjusted Initial Value” shall have the meaning set forth in Section 2.8(e).

“Adjustment Auditor” shall have the meaning set forth in Section 2.3(e).

“Agreement” shall have the meaning set forth in the preamble of the Agreement.

“Business Day” shall mean any day other than a Saturday, Sunday or other day on which banks in New York City, New York or London, England are required to be closed.

“Cash Consideration” shall mean (a) the Closing Date Cash Consideration as adjusted by the Post-Closing Adjustment (including any Turbine Adjustment or Contingent Adjustment), plus or minus as applicable (b) any adjustment paid under Section 2.10 in respect of the Gardrum Amount plus or minus as applicable (c) the Remeasure Payment as adjusted if applicable by any amounts withheld under Sections 2.8, 2.9 and/or 11.16 and not subsequently paid to the Sellers.

“Closing Claim” shall mean an amount equal to the value of any claim which FID would have had for breach of any of the warranties given by the Sellers in Section 3 but for any notification made by the Sellers in accordance with Section 6.7(a), less any amount of such claim that has been fully taken into account by any consequential reduction in the Target Company Current Assets or an increase in the Target Company Current Liabilities.

“Closing Date Retired Indebtedness” shall mean any Target Company Retired Indebtedness to the extent reflected in the Closing Financial Certificate, in accordance with Section 6.9.

“Closing Financial Certificate” shall mean a certificate prepared in good faith, in relation to the Target Group dated as of the Closing Date and signed by a director of the Sellers (without personal liability and on behalf of the Sellers) setting forth the Closing Financial Estimate, in the form of Exhibit E.

Retired Indebtedness, (d) the aggregate amount of Unpaid Target Company Expenses, if any, and (e) the name, contact information, wire instructions and payoff amounts to be paid to satisfy in full such Unpaid Target Company Expenses and Target Company Retired Indebtedness and (g) the Gardrum Amount.

“Commercial Operation” shall mean the initiation of commercial operations as defined in the relevant Power Purchase Agreements.

“Confidentiality Agreement” means the confidentiality and non-circumvention agreement between FID and CWE dated August 25, 2014.

“Consent” shall mean any novation, assignment, consent, approval, notice or waiver.

“Consummated Other Agreement” means an Other Agreement with respect to which the transactions contemplated thereby have been consummated.

“Controlling Party” shall have the meaning set forth in Section 9.1(c).

“Damages” shall mean Liabilities, losses, costs, damages, settlement payments, awards, judgments, fines, diminution in value and expenses, including reasonable attorneys’ fees and expenses and reasonable fees and expenses of other professionals and experts, but excluding punitive damages (except to the extent such punitive damages are claimed against or recovered from an Indemnified Party in connection with a third-party claim).

officers, employees and consultants of any member of the Target Group paid as a result of or in connection with the transactions contemplated hereby pursuant to agreements between any member of the Target Group and any Person in existence prior to the Closing (excluding any bonuses payable to any employee based on the performance of such employee or the performance of any member of the Target Group), (g) any obligation of the type referred to in clauses (a) through (f) of another Person the payment of which each member of the Target Group has guaranteed or for which such member of the Target Group is responsible or liable, directly or indirectly, jointly or severally, as obligor or guarantor, and (h) with respect to any obligation of the type referred to in clauses (a) though (f), all accrued and unpaid interest, premiums, penalties, breakage costs, unwind costs, fees, termination costs, expenses, reimbursements, indemnities and all other amounts payable in connection therewith.

“Determined Amount” means the amount of any claim under or in connection with this Agreement which is Determined in favour of FID and/or LEC.

“Disputed Amount” means any amounts which are the subject of a bona fide dispute or claim notified by FID to the Sellers in accordance with Section 2.9(a) and which in accordance with Section 2.9(b) shall be paid to the Sellers or retained by FID as may be Determined.

“Eligibility Date” shall have the meaning set forth in the Feed-in Tariffs Order 2012 No. 2782.

“Environmental Permit” shall mean any permits, licenses, approvals, consents, agreements, exemptions, certifications, declarations, franchise, surcharge, credit, allowance or authorizations required or issued by any Governmental Body under or in connection with any Environmental Law, including any and all orders, consent orders or binding agreements issued by or entered into with a Governmental Body under any applicable Environmental Law.

“FID” shall have the meaning set forth in the preamble of the Agreement.

“FID Fundamental Warranties” shall mean the warranties set forth in Section 4.1 (Due Incorporation; Subsidiaries) and Section 4.2 (Authority; Binding Nature of Agreement).

“FID Indemnified Party” shall have the meaning set forth in Section 9.1(a).

“FID Material Adverse Effect” shall have the meaning set forth in Section 4.3.

“Financial Statements” shall have the meaning set forth in Section 3.4(a).

“Financing Agreements” means the Facility Agreement between CWE WH Limited and Triodos Bank dated 20 Nov and 1 Dec 2014, the Cross Guarantee among CWE WH Limited, CWE Struan Limited, CWE Meikle Float Limited, CWE Jacobshall Limited, CWE Airdrie Limited & CWE Gardrum Limited in favour of Triodos Bank dated 20 Nov and 1 Dec 2014, the Facility Agreement between CWE Meikle Float Limited and Triodos Bank NV dated 27 Nov and 1 Dec 2014 the Facility Agreement between CWE Struan Limited and Triodos Bank NV dated 3 Feb 2014 and the proposed Facility Agreement between CWE Airdrie Limited and Triodos Bank Limited.

“Founding Companies” shall have the meaning set forth in the recitals of the Agreement.

“Fundamental Warranties” shall mean the warranties of the Sellers in Section 3.1 (Due Incorporation; Subsidiaries; Etc.), Section 3.2 (Charter Documents), Section 3.3 (Capitalization, Etc.), Section 3.17 (Tax Matters), Section 3.22 (Authority; Binding Nature of Agreement), Section 3.24 (Non-Contravention, Consents) and Section 3.25 (Financial Advisor).

“Gardrum Amount” shall mean the Sellers’ estimate (at the time of preparation of the Closing Financial Certificate) of the construction costs that will remain to be incurred after Closing in relation to the Gardrum Project until it is Commissioned plus £1,300,000.

“Gardrum Project” means the Project located at the Site leased by CWE Gardrum Limited at Gardrum Farm which has been granted planning permission for the erection of a 500kw wind turbine.